RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 1st of July, 2004, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and on
behalf of each separate account of the Company set forth in SCHEDULE A hereto,
as may be amended from time to time (each such account hereinafter referred to
as a "SEPARATE ACCOUNT"), and Columbia Funds Distributor, Inc., a Massachusetts
corporation (hereinafter the "UNDERWRITER").
WITNESSETH:
WHEREAS, beneficial interests in the Fund (defined next) are divided into
several series of shares, each representing the interest in a particular managed
portfolio of securities and other assets (the "PORTFOLIOS"); and
WHEREAS, the Underwriter is the distributor for certain open-end diversified
investment companies ("Fund") is registered under the Investment Company Act of
1940, as amended (hereinafter the "1940 ACT") and its shares are registered
under the Securities Act of 1933, as amended (hereinafter the "1933 ACT"); and
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the "CONTRACTS") in connection with retirement plans
intended to meet the qualification requirements of Sections 401, 403(b) or 457
of the Internal Revenue Code of 1986, as amended (the "CODE"); and
WHEREAS, each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts; and
WHEREAS, the Underwriter, as the principal underwriter for the Fund, is
registered as a broker-dealer with the Securities and Exchange Commission
(hereinafter the "SEC") under the Securities Exchange Act of 1934, as amended
(hereinafter the "1934 ACT"), and is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios set forth in SCHEDULE A
on behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as the Separate Accounts at net asset value, in
accordance with the applicable Fund prospectus.
NOW, THEREFORE, in consideration of their mutual promises, the Company, and the
Underwriter agree as follows:
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ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Underwriter agrees to sell to the Company those shares of the
Portfolios which the Company orders on behalf of any Separate Account, executing
such orders on a daily basis at the net asset value next computed after receipt
and acceptance by the Fund or its designee of such order. For purposes of this
Section, the Company shall be the designee of the Fund for receipt of such
orders from each Separate Account. Receipt by such designee shall constitute
receipt by the Fund; provided that the Fund or the Underwriter receives notice
of such order via the National Securities Clearing Corporation (the "NSCC") by
10:00 a.m. Eastern Time on the next following Business Day. The Fund will
receive all orders to purchase Portfolio shares using the NSCC's Defined
Contribution Clearance & Settlement ("DCC&S") platform. The Fund will also
provide the Company with account positions and activity data using the NSCC's
Networking platform. The Company shall pay for Portfolio shares by the scheduled
close of federal funds transmissions on the same Business Day it places an order
to purchase Portfolio shares in accordance with this section using the NSCC's
Fund/SERV System. Payment shall be in federal funds transmitted by wire from the
Company's designated Settling Bank to the NSCC. "BUSINESS DAY" shall mean any
day on which the New York Stock Exchange is open for trading and on which the
Fund calculates it net asset value pursuant to the rules of the SEC.
"NETWORKING" shall mean the NSCC's product that allows Fund's and Companies to
exchange account level information electronically. "SETTLING BANK" shall mean
the entity appointed by the Fund to perform such settlement services on behalf
of the Fund and agrees to abide by the NSCC's Rules and Procedures insofar as
they relate to the same day funds settlement.
If the Company is somehow prohibited from submitting purchase and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Underwriter agrees to sell the Company those shares of the Portfolios which
the Company orders on behalf of any Separate Account, executing such orders on a
daily basis at the net asset value next computed after receipt and acceptance by
the Fund or its designee of such order. For purposes of this Section, the
Company shall be the designee of the Fund for the receipt of such orders from
the Separate Account and receipt by such designee shall constitute receipt by
the Fund; provided that the Fund or the Underwriter receives notice of such
order by 10:00 a.m. Eastern Time on the next following Business Day. The Company
shall pay for Portfolio shares by the scheduled close of federal funds
transmissions on the same Business Day it places an order to purchase Portfolio
shares in accordance with this section. Payment shall be in federal funds
transmitted by wire to the Fund's designated custodian. "BUSINESS DAY" shall
mean any day on which the New York Stock Exchange is open for trading and on
which the Fund calculates it net asset value pursuant to the rules of the SEC.
In connection with this above processes, the Company represents that is has
adopted and implemented internal controls reasonably designed to prevent
instructions received after the close of trading on a Business Day from being
aggregated with instructions received before the close of trading on that
Business Day.
1.2 The Underwriter agrees to make shares of the Portfolios available
indefinitely for purchase at the applicable net asset value per share by the
Company on Business Days; provided, however, that the Board of Trustees or
Directors, as applicable, of the Fund (hereinafter the "TRUSTEES/DIRECTORS") may
refuse to sell shares of any Portfolio to any person, or suspend or terminate
the offering of shares of any Portfolio if such action is required by law or by
regulatory authorities having jurisdiction or is, in the sole discretion of the
Trustees/Directors, acting in good faith and in compliance
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with their fiduciary duties under federal and any applicable state laws,
necessary in the best interests of the shareholders of any Portfolio.
1.3 The Underwriter agree to redeem for cash, upon the Company's request, any
full or fractional shares of the Fund held by the Company on behalf of a
Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its designee of
the request for redemption. For purposes of this Section, the Company shall be
the designee of the Underwriter for receipt of requests for redemption from each
Separate Account and receipt by such designee shall constitute receipt by the
Underwriter; provided the Underwriter or the Underwriter receives notice of such
request for redemption via the NSCC by 10:00 a.m. Eastern Time on the next
following Business Day. The Underwriter will receive all orders to redeem
Portfolio shares using the NSCC's DCC&S platform. The Underwriter will also
provide the Company with account positions and activity data using the NSCC's
Networking platform. Payment for Fund shares redeemed shall be made in
accordance with this section using the NSCC's Fund/SERV System. Payment shall be
in federal funds transmitted by the NSCC to the Separate Account's Settling Bank
as designated by the Company, on the same Business Day the Fund or the
Underwriter receives notice of the redemption order from the Company provided
that the Fund or the Underwriter receives notice by 10:00 a.m. Eastern Time on
such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Underwriter for Portfolio shares via the NSCC's DCC&S
platform the following shall apply to this Section:
The Underwriter agree to redeem for cash, upon the Company's request, any full
or fractional shares of the Fund held by the Company on behalf of a Separate
Account, executing such requests on a daily basis at the net asset value next
computed after receipt and acceptance by the Fund or its designee of the request
for redemption. For purposes of this Section, the Company shall be the designee
of the Fund for receipt of requests for redemption from each Separate Account
and receipt by such designee shall constitute receipt by the Fund; provided the
Fund or the Underwriter receives notice of such request for redemption by 10:00
a.m. Eastern Time on the next following Business Day. Payment shall be in
federal funds transmitted by wire to the Separate Account as designated by the
Company, on the same Business Day the Fund or the Underwriter receives notice of
the redemption order from the Company provided that the Fund or the Underwriter
receives notice by 10:00 a.m. Eastern Time on such Business Day.
1.4 The Company agrees to purchase and redeem the shares of the Portfolios
named in SCHEDULE A offered by the then current prospectus of the Fund in
accordance with the provisions of the applicable prospectus.
1.5 The Company agrees to cooperate with all requests by the Underwriter or the
Funds with respect to discouraging and monitoring patterns of trading that the
Funds deem disruptive. The Company agrees to comply with any restrictions and
limitations on purchases, redemptions and exchanges described in the Prospectus,
including any restrictions or prohibitions relating to frequent purchases and
redemptions (i.e., market timing). The Company agrees that upon notice from the
Underwriter or the Funds that any Contract owners are engaging in a pattern of
purchases, redemptions and/or exchanges of shares that appears to evidence
market timing, it will use best efforts to identify and address such trading
activity. Such efforts will include working with contract owners to develop and
implement a written policy to deter and/or terminate any such pattern of trading
activity. The Company further agrees to promptly notify the Underwriter and the
Funds in
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writing of such pattern and shall cooperate fully with the Underwriter, the
Funds or its designee in any investigation.
1.5 The Company will place net purchase/redemption orders to purchase or redeem
shares of each Portfolio.
1.6 Issuance and transfer of the Fund's shares will be by book entry only.
Share certificates will not be issued to the Company or any Separate Account.
Purchase and redemption orders for Fund shares will be recorded in an
appropriate title for each Separate Account or the appropriate subaccount of
each Separate Account.
1.7 The Underwriter shall furnish notice to the Company of any income,
dividends or capital gain distributions payable on the Fund's shares no later
than the ex-dividend date. The Company hereby elects to receive all such
dividends and distributions as are payable on a Portfolio's shares in the form
of additional shares of that Portfolio. The Underwriter shall notify the Company
of the number of shares so issued as payment of such dividends and distributions
no later than one Business Day after issuance. The Company reserves the right to
revoke this election and to receive in cash all such dividends and distributions
declared after receipt of notice of revocation by the Fund.
1.8 The Underwriter shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the close of trading each Business Day, but in no event later than 6:30 p.m.
Eastern Time on such Business Day.
A. If the Underwriter or the Fund provides materially incorrect share net asset
value information through no fault of the Company, the Separate Accounts shall
be entitled to an adjustment with respect to the Portfolio shares purchased or
redeemed to reflect the correct net asset value per share.
B. The determination of the materiality of any net asset value pricing error
and its correction shall be based on the SEC's recommended guidelines regarding
these errors. Any material error in the calculation or reporting of net asset
value per share, dividend or capital gain information shall be reported promptly
to the Company upon discovery. The Underwriter shall indemnify and hold harmless
the Company against any amount the Company is legally required to pay Contract
owners, participants or beneficiaries that have selected a Portfolio as an
investment option, and which amount is due to the Fund's or its agents' material
miscalculation and/or incorrect reporting of the daily net asset value, dividend
rate or capital gains distribution rate. The Company shall submit an invoice to
the Underwriter or its agents for such losses incurred as a result of the above
which shall be payable within sixty (60) days of receipt. Should a material
miscalculation by the Underwriter or its agents result in a gain to the Company,
the Company shall immediately reimburse the Fund, the applicable Portfolios or
its agents for any material losses incurred by the Fund, the applicable
Portfolio or its agents as a result of the incorrect calculation. Should a
material miscalculation by the Fund or its agents result in a gain Contract
owners, participants, or beneficiaries, the Company will consult with the Fund
or its designee as to what reasonable efforts shall be made to recover the money
and repay the Fund, the applicable Portfolio or its agents. The Company shall
then make such reasonable effort, at the expense of the Fund or its agents, to
recover the money and repay the Fund, the applicable Portfolio or its agents;
but the Company shall not be obligated to take legal action against Contract
owners, participants or beneficiaries.
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ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be
registered unless exempt and that it will make every effort to maintain such
registration under the 1933 Act to the extent required by the 1933 Act; that the
Contracts are intended to be issued and sold in compliance in all material
respects with all applicable federal and state laws. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Separate Account prior to any issuance or sale of Contracts,
shares or other interests therein, as a segregated asset account under the
insurance laws of the State of Connecticut and has registered or, prior to any
issuance or sale of the Contracts, will register and will maintain the
registration of each Separate Account as a unit investment trust in accordance
with and to the extent required by the provisions of the 1940 Act, unless exempt
therefrom, to serve as a segregated investment account for the Contracts. Unless
exempt, the Company shall amend its registration statement for its Contracts
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its Contracts. The Company shall register and
qualify the Contracts for sale in accordance with securities laws of the various
states only if and to the extent deemed necessary by the Company.
The Company represents that it: (i) has established, or its contract owners are
subject to, policies and procedures designed to prevent and detect money
laundering and to meet applicable anti-money laundering legal and regulatory
requirements; (ii) has identified, will continue to identify and will retain all
documentation necessary to identify Contract owners and their sources of funds;
and (iii) do not believe, have no current reason to believe and will notify the
Underwriter if it comes to have reason to believe that any Contract owners are
engaged in money-laundering activities or are associated with any terrorist or
other individuals, entities or organizations sanctioned by the United States or
the jurisdictions in which you do business.
2.2 The Underwriter represents and warrants that (i) Fund shares sold pursuant
to this Agreement shall be registered under the 1933 Act and duly authorized for
issuance in accordance with applicable law and that the Fund is and shall remain
registered under the 1940 Act for as long as the Fund shares are sold; (ii) the
Fund shall amend the registration statement for its shares under the 1933 Act
and the 1940 Act from time to time as required in order to effect the continuous
offering of its shares; and (iii) the Fund shall register and qualify its shares
for sales in accordance with the laws of the various states only if and to the
extent deemed advisable by the Fund or the Underwriter.
2.3 The Underwriter represents that each Portfolio (a) is currently qualified
as a Regulated Investment Company under Subchapter M of the Code; (b) will make
every effort to maintain such qualification (under Subchapter M or any successor
or similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify or
might not so qualify in the future.
2.4 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Fund represents that its Board of Trustees or
Directors, as applicable, including a majority of its Trustees/Directors who are
not interested persons of the Fund, have formulated and approved a plan under
Rule 12b-1 to finance distribution expenses.
2.5 The Fund makes no representation as to whether any aspect of its operations
(including, but not limited to, fees and expenses and investment policies)
complies with the insurance laws or insurance regulations of the various states
except that the Fund represents that the Fund's investment
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policies, fees and expenses are and shall at all times remain in compliance with
the laws of the States of Connecticut and California. The Underwriter represent
that their respective operations are and shall at all times remain in material
compliance with the laws of the State of Connecticut to the extent required to
perform this Agreement
2.6 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance in all material respects with all applicable federal and state
securities laws, including without limitation the 1933 Act, the 1934 Act, and
the 0000 Xxx.
2.8 The Underwriter represents and warrants that all of the Funds'
Trustees/Directors, officers, employees, investment advisers, and other
individuals/entities having access to the funds and/or securities of the Fund
are and continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimum coverage as required by Rule 17g-1 under the 1940 Act or related
provisions as may be promulgated from time to time. The aforesaid Bond includes
coverage for larceny and embezzlement and is issued by a reputable bonding
company.
2.9 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Fund are covered by a blanket fidelity bond or
similar coverage in an amount not less than $5 million. The aforesaid includes
coverage for larceny and embezzlement and is issued by a reputable bonding
company.
2.10 The Underwriter represents and warrants that the respective investment
advisers to the Funds are and shall remain duly registered in all material
respects under all applicable federal and state securities laws and that the
advisers shall perform their obligations for the Fund in compliance in all
material respects with any applicable state and federal securities laws.
2.11 The foregoing representations and warranties shall be made, by the party
hereto that makes the representation or warranty as of the date first written
above and at the time of each purchase and each sale of the Fund's shares
pursuant to this Agreement.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Underwriter shall provide the Company at no charge with as many printed
copies of the Fund's current prospectus and statement of additional information
as the Company may reasonably request. If requested by the Company, in lieu of
providing printed copies of the Fund's current prospectus and statement of
additional information, the Underwriter shall provide camera-ready film,
computer diskettes, e-mail transmissions or PDF files containing the Fund's
prospectus and statement of additional information, and such other assistance as
is reasonably necessary in order for the Company once each year (or more
frequently if the prospectus and/or statement of additional information for the
Fund are amended during the year) to have the prospectus for the Contracts (if
applicable) and the Fund's prospectus printed together in one document or
separately. The Company may elect to print the Fund's prospectus and/or its
statement of additional information in combination with other fund companies'
prospectuses and statements of additional information.
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3.2(a). The Underwriter shall provide the Company at no charge with copies of
the Fund's proxy statements, Fund reports to shareholders, and other Fund
communications to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.2(b). The Underwriter shall pay for the cost of typesetting, printing and
distributing all Fund prospectuses, statements of additional information, Fund
reports to shareholders and other Fund communications to Contract owners and
prospective Contract owners. The Underwriter shall pay for all costs for
typesetting, printing and distributing proxy materials.
3.3. The Fund's statement of additional information shall be obtainable by
Contract owners from the Fund, the Underwriter, the Company or such other person
as the Fund may designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Fund to Contract owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract owners;
B. vote the Fund shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable
annuity contract owners, vote Fund shares held in the Separate
Account for which no timely instructions have been received, in the
same proportion as Fund shares of such Portfolio for which
instructions have been received from the Company's Contract owners.
The Company reserves the right to vote Fund shares held in any
segregated asset account for its own account, to the extent permitted
by law. Notwithstanding the foregoing, with respect to the Fund
shares held by unregistered Separate Accounts that issue Contracts
issued in connection with employee benefit plans subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended, the Company shall vote such Fund shares allocated to such
Contracts only in accordance with the Company's agreements with such
Contract owners.
3.5 The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Fund will not hold annual meetings but will hold such
special meetings as may be necessary from time to time. Further, the Fund will
act in accordance with the SEC interpretation of the requirements of Section
16(a) with respect to periodic elections of directors or trustees and with
whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the
Underwriter or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Fund, the Adviser or the Underwriter is described, at least
five calendar days prior to its use. No such literature or material shall be
used without prior approval from the Fund, the Underwriter or their designee,
however, the failure to object in writing within
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two Business days will be deemed approval. Such approval process shall not apply
to subsequent usage of materials that are substantially similar to previously
approved materials.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Fund
or concerning the Fund in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or
prospectus for the Fund shares, as such registration statement and prospectus
may be amended or supplemented from time to time, or in reports to shareholders
or proxy statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee.
4.3 The Underwriter shall furnish, or shall cause to be furnished, to the
Company or its designee, each piece of sales literature or other promotional
material in which the Company or any Separate Account is named, at least five
calendar days prior to its use. No such literature or material shall be used
without prior approval from the Company or its designee, however, the failure to
object in writing within two Business Days will be deemed approval. Such
approval process shall not apply to subsequent usage of materials that are
substantially similar to previously approved materials.
4.4 Neither the Fund nor the Underwriter shall give any information or make any
representations on behalf of the Company or concerning the Company, each
Separate Account, or the Contracts other than the information or representations
contained in the Contracts, a disclosure document, registration statement or
prospectus for the Contracts (if applicable), as such registration statement and
prospectus may be amended or supplemented from time to time, or in published
reports for each Separate Account which are in the public domain or approved by
the Company for distribution to Contract owners or participants, or in sales
literature or other promotional material approved by the Company, except with
the permission of the Company.
4.5 The Underwriter will provide to the Company at least one complete copy of
all prospectuses, statements of additional information, reports to shareholders,
proxy statements, and all amendments to any of the above, that relate to the
Fund or its shares, promptly after the filing of such document with the SEC or
other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all
prospectuses, statements of additional information, reports, solicitations for
voting instructions, and all amendments to any of the above, if applicable to
the investment in a Separate Account or Contract, promptly after the filing of
such document with the SEC or other regulatory authorities.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, Internet, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
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4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund and that all use of any designation
comprised in whole or part of such names or marks under this Agreement shall
inure to the benefit of the Fund and the Underwriter. Except as provided in
Section 4.1, the Company shall not use any such names or marks on its own behalf
or on behalf of a Separate Account in connection with marketing the Contracts
without prior written consent of the Fund or the Underwriter. Upon termination
of this Agreement for any reason, the Company shall cease all use of any such
names or marks.
4.9 The Underwriter agrees and acknowledges that it has no right, title or
interest in the names and marks of the Company, and that all use of any
designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Company. Except as provided in
Section 4.3, the Fund and Underwriter shall not use any such names or marks on
its own behalf or on behalf of a Fund in connection with marketing the Fund
without prior written consent of the Company. Upon termination of this Agreement
for any reason, the Fund and Underwriter shall cease all use of any such names
or marks.
ARTICLE V. Fees and Expenses
5.1 The Fund shall pay the fees and expenses provided for in the attached
SCHEDULE B.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the Underwriter
and each of their respective trustees, directors, officers, employees or agents
and each person, if any, who controls the Fund or the Underwriter within the
meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES"
for purposes of this Section 6.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Company) or litigation (including reasonable legal and other expenses), to
which the Indemnified Parties may become subject under any statute, regulation,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or statement of
information for the Contracts or contained in the Contracts or sales
literature or other promotional material for the Contracts (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided that this agreement
to indemnify shall not apply as to an Indemnified Party if such
statement or omission or such alleged statement or omission was made
in reliance upon and in conformity with information furnished by
such Indemnified Party or the Fund to the Company on behalf of the
Fund for use in the registration statement, prospectus or statement
of additional information for the Contracts or in the Contracts or
sales literature (or any amendment or supplement) or otherwise for
use in connection with the sale of the Contracts or Fund shares; or
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(ii) arise out of or as a result of (a) statements or representations by
or on behalf of the Company (other than statements or
representations contained in the Fund registration statement, Fund
prospectus or sales literature or other promotional material of the
Fund not supplied by the Company, or persons under its control and
other than statements or representations authorized by the Fund, the
Underwriter or the Adviser); or (b) the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty of the Company
or persons under its control, with respect to the sale or
distribution of the Contracts or Fund shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in the Fund
registration statement, Fund prospectus, statement of additional
information or sales literature or other promotional material of
the Fund (or any amendment thereof or supplement thereto) or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or omission was made in
reliance upon and in conformity with information furnished to the
Fund or the Underwriter by the Company or persons under its
control; or
(iv) arise as a result of any material failure by the Company to provide
the services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach by the
Company of this Agreement; except to the extent provided in Sections
6.1(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such loss,
claim, damage, liability or litigation is due to the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty by the party seeking
indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Company of the commencement of any litigation or proceedings
against them in connection with the issuance or sale of the Fund shares or the
Contracts or the operation of the Fund.
6.2 Indemnification By the Underwriter
(a) The Underwriter agrees, with respect to each Portfolio that it distributes,
to indemnify and hold harmless the Company and each of its directors, officers,
employees or agents and each person, if any, who controls the Company within the
meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES"
for purposes of this Section 6.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Underwriter) or litigation (including reasonable legal and other expenses)
to which the Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements are
related to the sale or acquisition of the shares of the Portfolios that it
distributes or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund
(or any amendment or supplement to any of the foregoing), or arise
out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the
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statements therein not misleading; provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission was made
in reliance upon and in conformity with information furnished by
such Indemnified Party or the Company to the Fund or the Underwriter
on behalf of the Company for use in the registration statement,
prospectus or statement of additional information for the Fund or in
sales literature of the Fund (or any amendment or supplement
thereto) or otherwise for use in connection with the sale of the
Contracts or the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations by
or on behalf of the Underwriter (other than statements or
representations contained in the registration statement, prospectus
or sales literature for the Contracts not supplied by the Fund or
the Underwriter or persons under their respective control and other
than statements or representations authorized by the Company); or
(b) the willful misfeasance, bad faith, gross negligence or reckless
disregard of duty of the Fund or the Underwriter or persons under
the control of the Fund or the Underwriter, respectively, with
respect to the sale or distribution of the Contracts or Portfolio
shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material with respect to the Contracts (or any
amendment thereof or supplement thereto), or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon and in conformity with information furnished to the
Company by the Fund or the Underwriter or persons under the control
of the Fund or the Underwriter, respectively; or
(iv) arise as a result of any material failure by the Fund or the
Underwriter to provide the services and furnish the materials under
the terms of this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter or the Fund
in this Agreement or arise out of or result from any other material
breach of this Agreement by the Underwriter or the Fund; except to
the extent provided in Sections 6.2(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such loss,
claim, damage, liability or litigation is due to the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty by the party seeking
indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Underwriter of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of the Fund
shares or the Contracts or the operation of the Separate Accounts.
6.3. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article VI
("INDEMNIFYING PARTY" for the purpose of this Section 6.4) shall not be liable
under the indemnification provisions of this Article VI with respect to any
claim made against a party entitled to indemnification under this Article VI
("INDEMNIFIED PARTY" for the purpose of this Section 6.4) unless such
Indemnified Party shall have notified the Indemnifying Party in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such party shall have received notice of such
service on any designated agent),
11
but failure to notify the Indemnifying Party of any such claim shall not relieve
the Indemnifying Party from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of the
indemnification provision of this Article VI. In case any such action is brought
against the Indemnified Party, the Indemnifying Party will be entitled to
participate, at its own expense, in the defense thereof. The Indemnifying Party
also shall be entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from the Indemnifying Party to
the Indemnified Party of the Indemnifying Party's election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by the Indemnified Party, and the Indemnifying Party
will not be liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation, unless:
(i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests
between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
7.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. Termination
8.1 This Agreement shall terminate:
(a) at the option of any party upon three months' advance written notice to the
other parties unless otherwise agreed in a separate written agreement among the
parties; or
(b) at the option of the Underwriter upon institution of formal proceedings
against the Company by the NASD, NASD Regulation, Inc. ("NASDR"), the SEC, the
insurance commission of any state or any other regulatory body regarding the
Company's duties under this Agreement or related to the sale of the Contracts,
the administration of the Contracts, the operation of the Separate Accounts, or
the purchase of the Fund shares, which in the judgment of the Fund, the
Underwriter or the Adviser are reasonably likely to have a material adverse
effect on the Company's ability to perform its obligations under this Agreement;
or
12
(c) at the option of the Company upon institution of formal proceedings against
the Fund, the Underwriter or the Adviser by the NASD, NASDR, the SEC, or any
state securities or insurance department or any other regulatory body, related
to the purchase or sale of the Fund shares or the operation of the Fund which in
the judgment of the Company are reasonably likely to have a material adverse
effect on the Underwriter's or the Fund's ability to perform its obligations
under this Agreement; or
(d) at the option of the Company if a Portfolio delineated in SCHEDULE A ceases
to qualify as a Regulated Investment Company under Subchapter M of the Code (a
"RIC"), or under any successor or similar provision, and the disqualification is
not cured within the period permitted for such cure, or if the Company
reasonably believes that any such Portfolio may fail to so qualify and be unable
to cure such disqualification within the period permitted for such cure; or
(e) at the option of any party to this Agreement, upon another party's material
breach of any provision of this Agreement; provided that the party not in breach
shall give the party in breach notice of the breach and the party in breach does
not cure such breach within 30 days of receipt of such notice of breach; or
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund, the Underwriter or the
Funds' advisers has suffered a material adverse change in its business,
operations or financial condition since the date of this Agreement or is the
subject of material adverse publicity which is likely to have a material adverse
impact upon the business and operations of the Company; or
(g) at the option of the Underwriter if the Fund or the Underwriter
respectively, shall determine in its sole judgment exercised in good faith, that
the Company has suffered a material adverse change in its business, operations
or financial condition since the date of this Agreement or is the subject of
material adverse publicity which is likely to have a material adverse impact
upon the business and operations of the Fund or Underwriter.
8.2 Notice Requirement
(a) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(b), 8.1(c) or 8.1(d), prompt written notice of the
election to terminate this Agreement for cause shall be furnished by the party
terminating the Agreement to the non-terminating parties, with said termination
to be effective upon receipt of such notice by the non-terminating parties;
provided that for any termination of this Agreement based on the provisions of
Section 8.1(d), said termination shall be effective upon the Portfolio's failure
to qualify as a RIC and to cure such disqualification within the period
permitted for such cure.
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(f) or 8.1(g), prior written notice of the election to
terminate this Agreement for cause shall be furnished by the party terminating
this Agreement to the non-terminating parties. Such prior written notice shall
be given by the party terminating this Agreement to the non-terminating parties
at least 60 days before the effective date of termination.
8.3 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
13
8.4 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to Section
8.1(a) through 8.1(g) of this Agreement and subject to Section 1.2 of this
Agreement, the Company may require the Underwriter to continue to make available
additional shares of the Fund for so long after the termination of this
Agreement as the Company desires pursuant to the terms and conditions of this
Agreement as provided in paragraph (b) below, for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter referred to as
"EXISTING CONTRACTS"), unless such further sale of Fund shares is proscribed by
law, regulation or an applicable regulatory body. Specifically, without
limitation, the owners of the Existing Contracts shall be permitted to direct
reallocation of investments in the Fund, redeem investments in the Fund and/or
invest in the Fund upon the making of additional purchase payments under the
Existing Contracts unless such further sale of Fund shares is proscribed by law,
regulation or an applicable regulatory body.
(b) Fund and/or Underwriter shall remain obligated to pay Company the fee in
effect as of the date of termination for so long as shares are held by the
Contracts and Company continues to provide services to the Contracts. Such fee
shall apply to shares purchased both prior to and subsequent to the date of
termination. This Agreement, or any provision thereof, shall survive the
termination to the extent necessary for each party to perform its obligations
with respect to shares for which a fee continues to be due subsequent to such
termination.
ARTICLE IX. Notices
9.1 (a) Any notice shall be deemed duly given only if sent by hand or overnight
express delivery, evidenced by written receipt or by certified mail, return
receipt requested, to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify in
writing to the other party. All notices shall be deemed given the date received
or rejected by the addressee.
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, Investment Products Division
with a copy to:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
14
If to the Underwriter:
Columbia Funds Distributor, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Chief Operating Officer
with a copy to: legal counsel
ARTICLE X Miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the Contracts and all
other information reasonably identified as such in writing by any other party
hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information without the express prior
written consent of the affected party until such time as it may come into the
public domain. In addition, the parties hereby represent that they will use and
disclose Personal Information (as defined below) only to carry out the purposes
for which it was disclosed to them and will not use or disclose Personal
Information if prohibited by applicable law, including, without limitation,
statutes and regulations enacted pursuant to the Xxxxx-Xxxxx-Xxxxxx Act (Public
Law 106-102). "PERSONAL INFORMATION" means financial and medical information
that identifies an individual personally and is not available to the public,
including, but not limited to, credit history, income, financial benefits,
policy or claim information and medical records. If either party outsources
services to a third party, such third party will agree in writing to maintain
the security and confidentiality of any information shared with them.
10.2 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
10.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
10.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, NASDR and state insurance regulators) and shall permit each other and such
authorities (and the parties hereto) reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby. Notwithstanding the foregoing, each party
hereto further agrees to furnish the California Insurance Commissioner with any
information or reports in connection with services provided under this Agreement
which such Commissioner may request in order to ascertain whether the insurance
operations of the Company are being conducted in a manner consistent with the
California laws and regulations.
15
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to be maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Portfolios of the Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY COLUMBIA FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx Xxxxxx
------------------------------ ----------------------------------
Xxxxx Xxxxx Name: Xxxxxx Xxxxxx
Vice President Title: President, Intermediary
Distribution
16
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Eleven
PORTFOLIOS
Columbia Acorn Select
Columbia Mid Cap Value
Columbia Strategic Investor
*Class A Shares
17
SCHEDULE B
In consideration of the services provided by the Company, the Underwriter agrees
to pay the Company an amount equal to the following basis points per annum on
the average aggregate amount invested by the Company's Separate Account(s) in
each Portfolio under the Fund Participation Agreement, such amounts to be paid
within 30 days of the end of each calendar quarter.
SERVICE
PORTFOLIO FEES 12B-1 FEES**
-------------------------------------------------------------------------
Columbia Acorn Select 0.30% 0.25%
Columbia Mid Cap Value 0.30% 0.25%
Columbia Strategic Investor 0.30% 0.25%
------------
** The Underwriters' obligation to the Company for the payment of a
distribution or service fee related to a Fund for any period is limited
solely to the proceeds of that Fund's distribution or service fee actually
received by the Underwriter for such period. Each Fund reserves the right to
establish and change minimum asset amounts at the representative level and
dealer level as conditions for its obligations to pay service fees.
18
AMENDMENT TO PARTICIPATION AGREEMENT
Between
COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the day of , 2006
between Hartford Life Insurance Company ("Hartford"), and Columbia Management
Distributors, Inc., a Massachusetts corporation (hereinafter the "Underwriter").
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedules A and B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- -----------------------------
Name: Xxxxx Xxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President Title: President
Date: 10/1/06 Date: 9/25/06
1
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Two, Separate
Account Eleven
PORTFOLIOS
ALL CLASS A SHARES
ALL CLASS R SHARES
2
SCHEDULE B
In consideration of the services provided by the Company. COLUMBIA MANAGEMENT
DISTRIBUTORS, INC. agrees to pay the Company an amount equal to the following
basis points per annum on the average aggregate amount invested by the Company's
Separate Account(s) in each Portfolio under the Fund Participation Agreement,
such amounts to be paid within 30 days of the end of each calendar quarter.
SERVICE
PORTFOLIO FEES 12B-1 FEES
---------------------------------------------------------------------------------------
ALL CLASS A SHARES 0.30% 0.25%
ALL CLASS R SHARES 0.25% 0.50%
3
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Between
COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1 day of December, 2007 by and
among Hartford Life Insurance Company ("Hartford" or the "Company"), Columbia
Management Distributors, Inc., a Massachusetts corporation formerly known as
Columbia Funds Distributor, Inc. (hereinafter the "Underwriter"), and Columbia
Management Services, Inc., a Massachusetts corporation ("Transfer Agent").
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
certain classes of shares of the Funds (as defined in the Agreement) as well as
to add Transfer Agent as a party to such Agreement,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedules A and B.
2. Transfer Agent is hereby added as a party to the Agreement for purposes of
making certain payments as set forth in Schedule B.
3. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
4. Capitalized terms used in this Amendment shall have the same meaning set
forth in the Agreement unless otherwise defined herein.
1
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY COLUMBIA MANAGEMENT DISTRIBUTORS,
INC.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxx Xxx Xxxxx
------------------------------ ------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxx Xxx Xxxxx
Title: Assistant Vice President Title: Managing Director
Date: November 5, 2007 Date: 12/4/07
COLUMBIA MANAGEMENT SERVICES, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
Date: 12/4/07
2
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC,
Separate Account Two, Separate Account Eleven, Fourteen
PORTFOLIOS
ALL CLASS A SHARES
ALL CLASS R SHARES
ALL CLASS Z SHARES
3
SCHEDULE B
In consideration of the services provided by the Company, COLUMBIA MANAGEMENT
SERVICES, INC. agrees to pay the Company "Service fees" and COLUMBIA MANAGEMENT
DISTRIBUTORS, INC. shall arrange for the Company to be paid "12b-1 Fees" each in
an amount equal to the following basis points per annum on the average aggregate
amount invested by the Company's Separate Account(s) in each Portfolio under the
Fund Participation Agreement, such amounts to be paid within 30 days of the end
of each calendar quarter.
SERVICE
PORTFOLIO FEES 12B-1 FEES
--------------------------------------------------------------------------
ALL CLASS A SHARES 0.30% 0.25%
ALL CLASS R SHARES 0.25% 0.50%
ALL CLASS Z SHARES 0.25% 0.00%
4
THIRD AMENDMENT
TO
PARTICIPATION AGREEMENT
This third amendment (the "AMENDMENT") to the
Retail Fund Participation
Agreement dated July 1, 2004, between Columbia Management Investment
Distributors, Inc. (formerly known as RiverSource Fund Distributors, Inc.)
("CMID"), Columbia Management Investment Services Corp. (formerly known as
RiverSource Service Corporation) ("CMIS") and HARTFORD LIFE INSURANCE COMPANY
(the "Intermediary"), as amended, (the "Agreement"), is entered into this 1st
day of January, 2011.
RECITALS
WHEREAS, Ameriprise Financial, Inc., the parent company of Columbia Management
Investment Advisers, LLC (formerly known as RiverSource Investments, LLC), has
acquired the long-term asset management business of Columbia Management Group,
LLC from Bank of America;
WHEREAS, the RiverSource and Xxxxxxxx branded mutual funds, together with the
Columbia branded mutual funds, are now part of the Columbia family of funds (the
"CMID Distributed Funds");
WHEREAS, the CMID Distributed Funds have been consolidated onto a single
transfer agent recordkeeping system, share common shareholder servicing policies
and procedures and are freely exchangeable;
WHEREAS, CMID serves as the exclusive distributor of the CMID Distributed Funds;
WHEREAS, CMIS serves as transfer agent for the CMID Distributed Funds;
WHEREAS, CMID, CMIS and the Intermediary are parties to the Agreement and desire
to amend the Agreement in the manner hereinafter set forth;
WHEREAS, CMID and/or CMIS are parties to certain duplicative sales, service,
networking or distribution agreements with Intermediary relating to the legacy
Columbia funds and the legacy RiverSource Funds, including Xxxxxxxx funds, as a
result of their consolidation into the CMID Distributed Funds, and the parties
wish to terminate such duplicative agreements; and
WHEREAS, the parties desire to add Hartford Securities Distribution Company,
Inc. ("HSD") as a party to the Agreement in connection with any fees paid in
accordance with fund 12b-1 plans, as set forth more fully in SCHEDULE B.
NOW, THEREFORE, the parties agree as follows:
1. Parties. Hartford Securities Distribution Company, Inc., a broker-dealer
registered with the Securities Exchange Commission under the Securities Act of
1934, a member of the Financial Industry Regulatory Authority, and affiliate of
Hartford Life Insurance Company, is hereby added as a party to this Agreement
(together with Hartford Life Insurance Company, the "Intermediaries").
1
2. Fees. Schedule B of the Agreement is revised in its entirety to read in the
form attached hereto.
3. Termination of Agreements Relating Solely to Legacy RiverSource Funds. The
parties agree that certain sales, service, networking, distribution or other
agreements between them or their affiliates which relate solely to the
RiverSource funds, including Xxxxxxxx funds, are terminated as of the effective
date of this Amendment (the "Terminated Agreements"). The Terminated Agreements
are listed on Exhibit A, attached hereto. Each party hereto represents that it
is authorized to terminate each of the Terminated Agreements on behalf of an
affiliate, or will notify such affiliate of the other party's termination of
such Terminated Agreement in accordance with the applicable notice provisions of
such Terminated Agreement. The parties represent and agree that this surviving
Retail Fund Participation Agreement and the surviving 22c-2 Shareholder
Information Agreement between the parties and/or their respective affiliates
regarding the CMID Distributed Funds shall be applicable to the legacy
RiverSource and Xxxxxxxx branded mutual funds referenced in the Terminated
Agreements that have been consolidated into the CMID Distributed Funds.
4. Section 9.1(a) is hereby amended to add the following:
If to Hartford Securities Distribution Company, Inc.:
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
If to the Underwriter:
Columbia Management Investment Distributors, Inc.
Attn: Dealer File Department
225 Franklin Street
BX25 10320
Xxxxxx, XX 00000
5. Amendment. Section 10.3 is hereby deleted in its entity and restated to
read as follows:
10.3 This Agreement and any amendments hereto may be executed simultaneously in
two or more counterparts, each of which shall be an original and each of which
shall constitute one and the same instrument.
As modified herein, the Agreement is confirmed and shall remain in full force
and effect.
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date and year first above written.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President
COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx
Vice President
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By: /s/ Xxxx X. Xxxxx
----------------------------------
Xxxx X. Xxxxx
Senior Vice President
3
SCHEDULE B
In consideration of the services provided by Intermediary, CMID agrees to pay
Intermediary or its affiliate Hartford Securities Distribution Company, Inc.
("HSD") an amount equal to 30 BPS ON A SHARES, 25 BPS ON R SHARES, 10 BPS ON R3
SHARES, 10 BPS ON R4 SHARES, 10 BPS OF R5 SHARES AND 25 BPS ON Z SHARES per
annum of the average daily net asset value of Fund shares held in the Accounts,
other than money market Fund shares, each calendar quarter.
EXCEPTION: 0 BPS ON A SHARE INDEX FUNDS, R SHARE INDEX FUNDS AND Z SHARE INDEX
FUNDS
In addition, with respect to CLASS R3 AND CLASS R4 SHARES, CMID shall pay
Intermediary THE NON 12B-1 SERVICE FEE COLLECTED FROM THE FUNDS IN AN AMOUNT
EQUAL TO 25 BPS PER ANNUM OF THE AVERAGE DAILY NET ASSET VALUE OF CLASS R3 AND
CLASS R4 FUND SHARES
In addition, CMID shall also pay 12b-1 fees in amounts disclosed in the
applicable then-current Fund prospectus (currently 25 bps on Class A shares, 50
bps on Class R shares, 25_ bps on Class R3 shares, 0 bps on Class R4 shares, 0
bps on Class R5 shares, and 0 bps on Class Z shares). CMID's obligation to
Intermediary for the payment of distribution or service fees paid under a Fund's
Rule 12b-1 Plan for any period is limited solely to the proceeds of that Fund's
distribution or service fee actually received by CMID for such period. Each Fund
reserves the right to establish and change minimum asset amounts at the
representative level and dealer level as conditions for its obligations to pay
service fees.
Intermediary shall calculate this payment at the end of each calendar quarter
and shall forward an invoice to CMID, along with such other supporting data as
may be reasonably requested by CMID. Such invoice, at a minimum, shall designate
the Funds in which assets are invested and shall identify: (1) the Account
number(s) for each Plan, if applicable, (2) the average daily net asset value of
Fund shares held in the Account(s) on which the fee is paid and (3) the amount
of such fee. CMID shall make such payment to Company or HSD via check within 30
days of receipt of the invoice.
Fees paid in accordance with each Fund's Rule 12b-1 plan as described in Section
2.4 and identified above will be made payable to HSD, a broker-dealer registered
with the Securities Exchange Commission under the Securities Act of 1934 and
member of the Financial Industry Regulatory Authority. "Sub T/A fees" paid for
sub-accounting/recordkeeping services will be made payable to Intermediary.
4
EXHIBIT B
LIST OF TERMINATED DUPLICATIVE AGREEMENTS
APPLICABLE TO LEGACY RIVERSOURCE FUNDS
1.
Retail Fund Participation Agreement, dated January 20, 2007 between CMID,
CMIS and Hartford Life Insurance Company
2. Rule 22c-2 Shareholder Information Agreement, dated April 4, 0000 xxxxxxx
XXXX, Xxxxxxxx Life Insurance Company and Hartford Life and Annuity Insurance
Company
5
