AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is effective May 1, 2005, between BB&T Variable Insurance Funds,
an open-end management investment company organized as a Massachusetts business
trust (the "Trust"), on behalf of certain of its series as set forth on Revised
Schedule A, as may be amended from time to time (the "Funds"), BB&T Asset
Management, Inc. (the "Adviser") and HARTFORD LIFE INSURANCE COMPANY, a life
insurance company organized under the laws of the State of Connecticut (the
"Company"), on its own behalf and on behalf of each segregated asset account of
the Company set forth on Revised Schedule A, as may be amended from time to time
(the "Accounts"), and amends and restates that certain Fund Participation
Agreement by and between the parties dated May, 1997.
WITNESSETH:
WHEREAS, the Trust has registered with the Securities and Exchange Commission as
an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), and has registered the offer and sale of its
shares under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Trust desires to act as an investment vehicle for separate accounts
established for variable life insurance policies and variable annuity contracts
to be offered by insurance companies that have entered into participation
agreements with the Trust (the "Participating Insurance Companies"); and
WHEREAS, the beneficial interest in the Trust is divided into several series of
shares, each series representing an interest in a particular managed portfolio
of securities and other assets; and
WHEREAS, Variable Insurance Funds, the predecessor trust to the Trust (the
"Predecessor Trust") obtained an order (VARIABLE INSURANCE FUNDS, ET AL.,
Investment Company Act Rel. No. 23594 (Dec. 10, 1998)) from the Securities and
Exchange Commission granting Participating Insurance Companies and their
separate accounts exemptions from the provisions of Sections 9(a), 13(a) and
15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to
the extent necessary to permit shares of the Predecessor Trust to be sold to and
held by variable annuity and variable life insurance separate accounts of both
affiliated and unaffiliated life insurance companies and certain qualified
pension and retirement plans, among others (the "Exemptive Order"), the terms of
which qualify, in their entirety, the terms of this Agreement; and
WHEREAS, the Company has registered or will register (unless registration is not
required under applicable law) certain variable life insurance policies and/or
variable annuity contracts under the 1933 Act (the "Contracts"); and
WHEREAS, the Company has registered or will register (unless registration is not
required under applicable law) each Account as a unit investment trust under the
1940 Act; and
WHEREAS, the Company desires to utilize shares of one or more Funds as an
investment vehicle of the Accounts;
WHEREAS, the Adviser serves as the investment adviser to the Trust pursuant to
an Investment Advisory Agreement dated April 22, 2005;
NOW THEREFORE, in consideration of their mutual promises, the parties agree as
follows:
ARTICLE I
Sale of Trust Shares
1.1 The Trust shall make shares of its Funds available to the Accounts at the
net asset value next computed after receipt of such purchase order by the Trust
(or its agent), as established in accordance with the provisions of the then
current prospectus of the Trust. Shares of a particular Fund of the Trust shall
be ordered in such quantities and at such times as determined by the Company to
be necessary to meet the requirements of the Contracts. The Trustees of the
Trust (the "Trustees") may refuse to sell shares of any Fund to any person, or
suspend or terminate the offering of shares of any Fund if such action is
required by law or by regulatory authorities having jurisdiction or is, in the
sole discretion of the Trustees acting in good faith and in light of their
fiduciary duties under federal and any applicable state laws, necessary in the
best interests of the shareholders of such Fund.
1.2 The Trust will redeem any full or fractional shares of any Fund when
requested by the Company on behalf of an Account at the net asset value next
computed after receipt by the Trust (or its agent) of the request for
redemption, as established in accordance with the provisions of the then current
prospectus of the Trust. The Trust shall make payment for such shares in the
manner established from time to time by the Trust, but in no event shall payment
be delayed for a greater period than is permitted by the 1940 Act and any rules,
regulations or orders thereunder.
1.3 For the purposes of Sections 1.1 and 1.2, the Trust hereby appoints the
Company as its agent for the limited purpose of receiving and accepting
purchase, and redemption orders resulting from investment in and payments under
the Contracts. Receipt by the Company shall constitute receipt by the Trust
provided that i) such orders are received by the Company in good order prior to
the time the net asset value of each Fund is priced in accordance with its
prospectus and ii) the Trust receives notice of such orders by 9:30 a.m. Eastern
time on next following Business Day. "Business Day" shall mean any day on which
the Trust calculates its net asset value pursuant to the rules of the Securities
and Exchange Commission and its then current prospectus and statement of
additional information.
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1.4 Purchase orders that are transmitted to the Trust in accordance with
Section 1.3 shall be paid no later than 12:00 noon Eastern time on the same
Business Day that the Trust receives notice of the order. Payments shall be made
in federal funds transmitted by wire.
1.5 Issuance and transfer of the Trust's shares will be by book entry only.
Stock certificates will not be issued to the Company or the Account. Shares
ordered from the Trust will be recorded in appropriate title for each Account or
the appropriate subaccount of each Account.
1.6 The Trust shall furnish prompt notice to the Company of any income
dividends or capital gain distributions payable on the Trust's shares. The
Company hereby elects to receive all such income dividends and capital gain
distributions as are payable on a Fund's shares in additional shares of that
Fund. The Trust shall notify the Company of the number of shares so issued as
payment of such dividends and distributions.
1.7 The Trust shall make the net asset value per share for each Fund available
to the Company on a daily basis as soon as reasonably practical after the net
asset value per share is calculated and shall use its best efforts to make such
net asset value per share available by 6 p.m. Eastern time. Information
specified in this Section and Section 1.6 will be substantially in the form as
set forth in attached SCHEDULE B.
A. If the Trust provides materially incorrect share net asset value
information, as determined under the 1940 Act, through no fault of
Company, the Separate Accounts shall be entitled to an adjustment
with respect to the Fund shares purchased or redeemed to reflect the
correct net asset value per share. With respect to the material
errors or omissions described above, this section shall control over
other indemnification provisions in this Agreement.
1.8 The Trust agrees that its shares will be sold only to Participating
Insurance Companies and their separate accounts, to certain qualified pension
and retirement plans, and to any other eligible purchaser to the extent
permitted by the Exemptive Order. No shares of any Fund will be sold directly to
the general public. The Company agrees that Trust shares will be used only for
the purposes of funding the Contracts and Accounts listed in Schedule A, as
amended from time to time.
1.9 The Trust agrees that all Participating Insurance Companies shall have the
obligations and responsibilities regarding pass-through voting and conflicts of
interest corresponding to those contained in Section 2.8 and Article IV of this
Agreement.
1.10 The parties agree that the Contracts are not intended to serve as vehicles
for frequent transfers among the Funds in response to short-term stock market
fluctuations. The Trust and Company agree to cooperate to deter transfer
activity in the Funds where such activity occurs through the Contracts and has
been identified as abusive or following a "market timing" pattern ("Abusive
Transfers").
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A. Effective April 16, 2007, the Company agrees that it will cooperate
with the Trust to limit Abusive Transfers to the extent permissible
under the terms and conditions of Contract owner prospectuses,
Contracts and governing laws. Further, Company will, upon request,
provide to the Trust such information as they may consider necessary
or desirable to review the possible existence and extent of Abusive
Transfer activity. The Company agrees to assist the Trust in
reviewing information regarding transfer activity in order to
identify Contract owners who are engaging in Abusive Transfer
activity in accordance with the Rule 22c-2 Shareholder Information
Agreement dated March 8, 2007 between the Trust and the Company. The
Trust and Company agree to amend this provision as mutually deemed to
be necessary to comply with Rule 22c-2 under the 1940 Act and to
reflect any other applicable changes in the law. In the event of any
inconsistency between the terms of this Section 1.10 and the above
referenced Shareholder Information Agreement, the Shareholder
Information Agreement shall prevail.
1.11 Schedule A shall be deemed to be automatically amended based on the list
of underlying funds (or series) of the Trust and the mutually acceptable class
of shares thereof, if any, as reflected in registration statements from the
Trust, as filed with the Securities and Exchange commission from time to time.
ARTICLE II
Obligations of the Parties
2.1 The Trust shall prepare and be responsible for filing with the Securities
and Exchange Commission and any state regulators requiring such filing all
shareholder reports, notices, proxy materials (or similar materials such as
voting instruction solicitation materials), prospectuses and statements of
additional information of the Trust. The Trust shall bear the costs of
registration and qualification of its shares, preparation and filing of the
documents listed in this Section 2.1 and all taxes to which the Trust is subject
on the issuance and transfer of its shares.
2.2 At the option of the Company, the Trust shall either (a) provide the
Company (at the Company's expense) with as many copies of the Trust's current
prospectus, annual report, semi-annual report and other shareholder
communications, including any amendments or supplements to any of the foregoing,
as the Company shall reasonably request; or (b) provide the Company with a
camera ready copy of such documents in a form suitable for printing. The Trust
shall provide the Company with a copy of its statement of additional information
in a form suitable for duplication by the Company. The Trust (at its expense)
shall provide the Company with copies of any Trust-sponsored proxy materials in
such quantity as the Company shall reasonably require for distribution to
Contract owners. Expenses associated with providing, printing and distributing
such documents shall be allocated in accordance with SCHEDULE C attached to this
Agreement.
2.3 The Company and Trust shall allocate expenses related to the costs of
printing and distributing the Trust's prospectus, statement of additional
information, shareholder reports, proxy materials and other shareholder
communications in accordance with Schedule C. The
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Company assumes sole responsibility for ensuring that such materials are
delivered to Contract owners in accordance with applicable federal and state
securities laws.
2.4 The Company shall furnish, or cause to be furnished, to the Trust or its
designee, a copy of each Contract prospectus or statement of additional
information in which the Trust or its investment adviser is named prior to the
filing of such document with the Securities and Exchange Commission. The Company
shall furnish, or shall cause to be furnished, to the Trust or its designee,
each piece of sales literature or other promotional material in which the Trust
or its investment adviser is named at least ten Business Days prior to it use.
No such material shall be used if the Trust or its designee reasonably objects
to such use within ten Business Days after receipt of such material. The Trust
reserves the right to reasonably object to the continued use of any such sales
literature or other promotional material in which the Trust (or a Fund) is
named, and no such material shall be used if the Trust or its designee so
objects.
2.5 The Company shall not give any information or make any representations or
statements on behalf of the Trust or concerning the Trust or its investment
adviser in connection with the sale of the Contracts other than information or
representations contained in and accurately derived from the registration
statement or prospectus for the Trust shares (as such registration statement and
prospectus may be amended or supplemented from time to time), reports of the
Trust, Trust-sponsored proxy statements, or in sales literature or other
promotional material approved by the Trust or its designee, except as required
by legal process or regulatory authorities or with the written permission of the
Trust or its designee.
2.6 The Trust shall furnish, or shall cause to be furnished, to the Company,
each piece of sales literature or other promotional material in which the
Company is named at least ten Business Days prior to it use. No such material
shall be used if the Company reasonably objects to such use within ten Business
Days after receipt of such material. The Company reserves the right to
reasonably object to the continued use of any such sales literature or other
promotional material in which the Company is named, and no such material shall
be used if the Company so objects.
2.7 The Trust shall not give any information or make any representations or
statements on behalf of the Company or concerning the Company, the Accounts or
the Contracts other than information or representations contained in and
accurately derived from the registration statement or prospectus for the
Contracts (as such registration statement and prospectus may be amended or
supplemented from time to time), or in materials approved by the Company for
distribution including sales literature or other promotional materials, except
as required by legal process or regulatory authorities or with the written
permission of the Company.
2.8 The Trust shall provide, or cause to be provided, to the Company upon
request, at least one complete copy of all registration statements,
prospectuses, statements of additional information, reports to shareholders,
proxy statements, solicitations for voting instructions, sales literature and
other promotional materials, applications for exemptions and requests for
no-action letters, and all amendments, that relate to the Funds or its shares.
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2.9 So long as, and to the extent that the Securities and Exchange Commission
interprets the 1940 Act to require pass-through voting privileges for variable
policyowners, the Company will provide pass-through voting privileges to owners
of policies whose cash values are invested, through registered Accounts, in
shares of the Trust. The Trust shall require all Participating Insurance
Companies to calculate voting privileges in the same manner and the Company
shall be responsible for assuring that the Accounts calculate voting privileges
in the manner established by the Trust. With respect to each registered Account,
the Company will vote shares of the Trust held by the Account and for which no
timely voting instructions from policyowners are received, as well as shares it
owns that are held by that Account, in the same proportion as those shares for
which voting instructions are received. The Company and its agents will in no
way recommend or oppose or interfere with the solicitation of proxies for Trust
shares held by Contract owners without the prior written consent of the Trust,
which consent may be withheld in the Trust's sole discretion.
2.10 The Company shall notify the Trust of any applicable state insurance laws
that restrict the Funds' investments or otherwise affect the operation of the
Trust and shall notify the Trust of any changes in such laws.
2.11 The Trust or its designee will provide Company notice of any change within
60 days or as soon as reasonably practicable for a Fund, including but not
limited to, (a) fund objective changes, (b) anticipated fund
mergers/substitutions, and/or (c) conditions or undertakings that materially
affect Company's rights or obligations hereunder. Harford reserves the right, in
its sole discretion, to combine the delivery of Trust supplements to coordinate
with other Hartford variable product supplements and the Trust shall bear the
applicable proportionate mailing costs incurred in connection with circulating
supplements that do not coincide with scheduled variable product prospectus
updates.
ARTICLE III
Representations and Warranties
3.1 The Company represents and warrants that it is an insurance company duly
organized and in good standing under the laws of the State of Connecticut and
that it has legally and validly established each Account as a segregated asset
account under such law on the date set forth in Schedule A.
3.2 The Company represents and warrants that each sub-account of each Account
consists of all assets the investment return and market value of each of which
must be allocated in an identical manner to any variable contract invested in
any such assets as described in Treasury Regulation Section 1.817-5(e) and
Section 1.817(d) and (1) each Account has been registered or, prior to any
issuance or sale of the Contracts, will be registered as a unit investment trust
in accordance with the previsions of the 1940 Act or, alternatively, (2) has not
been registered in proper reliance upon an exclusion from registration under the
1940 Act.
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3.3 The Company represents and warrants that the Contracts or interests in the
Accounts (1) are or, prior to issuance, will be registered as securities under
the 1933 Act or, alternatively, (2) are not registered because they are properly
exempt from registration under the 1933 Act or will be offered exclusively in
transactions that are properly exempt from registration under the 1933 Act. The
Company also represents and warrants that it shall use commercially reasonable
efforts to market the Contracts. The Company further represents and warrants
that the Contracts will be issued and sold in compliance in all material
respects with all applicable federal and state laws, including the Internal
Revenue Code of 1986, as amended (the "Code"), and the sale of the Contracts
shall comply in all material respects with state insurance suitability
requirements.
3.4 The Company represents and warrants that the Contracts are currently, and
at the time of issuance shall be, treated as life insurance or annuity
contracts, under applicable provisions of the Code, and that it will make every
effort to maintain such treatment, and that it will notify the Trust and the
Adviser immediately upon having a reasonable basis for believing the Contracts
have ceased to be so treated or that they might not be so treated in the future.
3.5 The Company agrees to comply with the International Money Laundering
Abatement and Anti-Terrorist Financing Act of 2001 (the "Patriot Act") and any
regulations promulgated thereunder. Company agrees to provide Trust, upon
request, with all necessary reports and information for the Trust to fulfill its
obligations, if any, under the Patriot Act.
3.6 The Company represents and warrants that all of its directors, officers,
employees, and other individuals/entities employed or controlled by the Company
are covered by a blanket fidelity bond or similar insurance coverage in an
amount appropriate to ensure its performance under this Agreement, including,
without limitation, its indemnification obligations pursuant to Article V. The
Company agrees to hold for the benefit of, and to pay to, the Trust as
appropriate, any amounts representing reimbursement for losses or damages
occasioned by events covered by the aforesaid bond or insurance coverage to the
extent such amounts properly belong to the Trust pursuant to the terms of this
Agreement. The Company agrees to make all reasonable efforts to see that a bond
or other insurance coverage containing these provisions is always in effect, and
agrees to notify the Trust in the event that such coverage no longer applies.
3.7 The Trust represents and warrants that it is duly organized and validly
existing under the laws of the State of Massachusetts.
3.8 The Trust represents and warrants that the Trust shares offered and sold
pursuant to this Agreement will be registered under the 1933 Act and the Trust
shall be registered under the 1940 Act prior to any issuance or sale of such
shares. The Trust shall amend its registration statement under the 1933 Act and
the 1940 Act from time to time as required in order to effect the continuous
offering of its shares. The Trust shall register and qualify its shares for sale
in accordance with the laws of the various states only if and to the extent
deemed advisable by the Trust, but makes no representation or warranty that its
investment objectives, investment policies, or operating expenses comply with
the applicable insurance laws of any state.
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3.9 The Trust and the Adviser each represents and warrants that it will ensure
that the investments of each Fund comply with the diversification requirements
set forth in Section 817(h) of the Code, and the rules and regulations
thereunder. In the event a Fund ceases to so qualify at the end of a quarter,
the Trust will notify the Company promptly of such event but in no event later
than 10 days after such event and the Adviser will take all steps necessary to
adequately diversify the Fund so as to achieve compliance within the grace
period afforded by Treasury Regulation Section 1.817-5. Notwithstanding anything
herein to the contrary, the Trust and the Adviser make no representations
regarding and expressly disclaim any liability for (i) any determination by the
Internal Revenue Service regarding investor control that causes any Contract
holder to be treated as the owner of the assets of a segregated asset account of
the Company; or (ii) the Fund's failure to comply with the diversification
requirements set forth in Section 817(h) of the Code if such failure results
from beneficial interests in the Fund being held by a person that is not (x) a
segregated asset account of an insurance company or (y) a permitted investor as
described in Treasury Regulation Section 1.817-5(f)(3).
3.10 The Adviser represents and warrants that it is duly organized and in good
standing under the laws of North Carolina, and that it is and shall remain
registered as an investment adviser with the Securities and Exchange Commission.
The Adviser further represents and warrants that it complies with all applicable
federal and state laws and regulations, and that it will perform its obligations
for the Trust in compliance with the laws and regulations of its state of
domicile and any applicable federal laws and regulations. The Adviser represents
and warrants that each Fund will be managed in accordance with its investment
objective(s), investment strategies and investment restrictions, as each are
described in the Trust's registration statement, as it shall be amended or
supplemented from time to time.
ARTICLE IV
Potential Conflicts
4.1 The parties acknowledge that the Trust's shares may be made available for
investment to other Participating Insurance Companies. In such event, the
Trustees will monitor the Trust for the existence of any material irreconcilable
conflict between the interests of the contract owners of all Participating
Insurance Companies. An irreconcilable material conflict may arise for a variety
of reasons, including: (a) an action by any state insurance regulatory
authority; (b) a change in applicable federal or state insurance, tax, or
securities laws or regulations, or a public ruling, private letter ruling,
no-action or interpretative letter, or any similar action by insurance, tax, or
securities regulatory authorities; (c) an administrative or judicial decision in
any relevant proceeding; (d) the manner in which the investments of any Fund are
being managed; (e) a difference in voting instructions given by variable annuity
contract and variable life insurance contract owners; or (f) a decision by an
insurer to disregard the voting instructions of contract owners. The Trustees
shall promptly inform the Company if they determine that an irreconcilable
material conflict exists and the implications thereof.
4.2 The Company agrees to promptly report any potential or existing conflicts
of which it is aware to the Trustees. The Company will assist the Trustees in
carrying out their responsibilities under the Exemptive Order by providing the
Trustees with all information
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reasonably necessary for the Trustees to consider any issues raised including,
but not limited to, information as to a decision by the Company to disregard
Contract owner voting instructions.
4.3 If it is determined by a majority of the Trustees, or a majority of its
disinterested Trustees, that a material irreconcilable conflict exists that
affects the interests of Contract owners, the Company shall, in cooperation with
other Participating Insurance Companies whose contract owners are also affected,
at its expense and to the extent reasonably practicable (as determined by the
Trustees) take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, which steps could include: (a) withdrawing the
assets allocable to some or all of the Accounts from the Trust or any Fund and
reinvesting such assets in a different investment medium, including (but not
limited to) another Fund of the Trust, (b) submitting the question of whether or
not such segregation should be implemented to a vote of all affected Contract
owners and, as appropriate, segregating the assets of any appropriate group
(i.e., annuity contract owners, life insurance contract owners, or variable
contract owners of one or more Participating Insurance Companies) that votes in
favor of such segregation, or offering to the affected Contract owners the
option of making such a change; or (c) establishing a new registered management
investment company or managed separate account.
4.4 If a material irreconcilable conflict arises because of a decision by the
Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw the affected Account's
investment in the Trust and terminate this Agreement with respect to such
Account; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested Trustees. Any such withdrawal
and termination must take place within six (6) months after the Trust gives
written notice that this provision is being implemented. Until the end of such
six (6) month period, the Trust shall continue to accept and implement orders by
the Company for the purchase and redemption of shares of the Trust.
4.5 If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, then the Company will withdraw the affected
Account's investment in the Trust and terminate this Agreement with respect to
such Account within six (6) months after the Trustees inform the Company in
writing that it has determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and termination shall
be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested Trustees. Until the
end of such six (6) month period, the Trust shall continue to accept and
implement orders by the Company for the purchase and redemption of shares of the
Trust.
4.6 For purposes of Sections 4.3 through 4.6 of this Agreement, a majority of
the disinterested Trustees shall determine whether any proposed action
adequately remedies any irreconcilable material conflict, but in no event will
the Company be required to establish a new funding medium for the Contracts if
an offer to do so has been declined by vote of a majority of Contract owners
materially adversely affected by the irreconcilable material conflict. In the
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event that the Trustees determine that any proposed action does not adequately
remedy any irreconcilable material conflict, then the Company will withdraw the
Account's investment in the Trust and terminate this Agreement within six (6)
months after the Trustees inform the Company in writing of the foregoing
determination; provided, however, that such withdrawal and termination shall be
limited to the extent required by any such material irreconcilable conflict as
determined by a majority of the disinterested Trustees.
4.7 The Company shall at least annually submit to the Trustees such reports,
materials or data as the Trustees may reasonably request so that the Trustees
may fully carry out the duties imposed upon them by the Exemptive Order, and
said reports, materials and data shall be submitted more frequently if deemed
appropriate by the Trustees.
4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Exemptive Order) on terms and conditions materially different
from those contained in the Exemptive Order, then the Trust and/or the
Participating Insurance Companies, as appropriate, shall take such steps as may
be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3,
as adopted, to the extent such rules are applicable.
ARTICLE V
Indemnification
5.1 INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold
harmless the Trust and the Adviser and each of their Trustees, officers,
employees and agents, and each person, if any, who controls the Trust within the
meaning of Section 15 of the 1933 Act (collectively, the "Trust Indemnified
Parties" for purposes of this Article V) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Company) or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage, liability or expense
and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Trust Indemnified Parties may become
subject under any statute or regulation, or at common law or otherwise, insofar
as such Losses:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in a registration
statement or prospectus for the Contracts or in the Contracts
themselves or in sales literature generated or approved by the
Company on behalf of the Contracts of Accounts (or any amendment or
supplement to any of the foregoing) (collectively, "Company
Documents" for the purposes of this Article V), 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 indemnity
shall not apply as to any Trust Indemnified Party if such statement
or omission or such alleged statement or omission was made in
reliance upon and was accurately derived from written information
furnished to the Company by or on behalf of the Trust or the Adviser
for use
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in Company Documents or otherwise for use in connection with the sale
of the Contracts or Trust shares; or
(b) arise out of or result from statements or representations (other than
statements or representations contained in and accurately derived
from Trust Documents as defined in Section 5.2(a) or wrongful conduct
of the Company or persons under its control, with respect to the sale
or acquisition of the Contracts or Trust shares; or
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Trust Documents as defined
in Section 5.2(a) 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 statement or
omission was made in reliance upon and accurately derived from
written information furnished to the Trust or the Adviser by or on
behalf of the Company; or
(d) arise out of or result from any failure by the Company to provide the
services or furnish the materials required under the terms of this
Agreement; or
(e) 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 of this
Agreement by the Company.
5.2 INDEMNIFICATION BY THE TRUST. The Trust agrees to indemnify and hold
harmless the Company and each of its directors, officers, employees and agents
and each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act (collectively, the "Company Indemnified Parties", and
together with the Trust Indemnified Parties, the "Indemnified Parties" for
purposes of this Article V) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Trust) or expenses (including the reasonable costs of investigating or
defending any alleged loss, claim, damage, liability or expense and reasonable
legal counsel fees incurred in connection therewith) (collectively, "Losses"),
to which the Company Indemnified Parties may become subject under any statute or
regulation, or at common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the registration
statement or prospectus for the Trust (or any amendment or
supplement thereto), (collectively, "Trust Documents" for the
purposes of this Article V), or arise out of or are based upon 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, provided that this indemnity shall not apply
as to any Company Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and was
accurately derived from written information furnished to the Trust
or the Adviser by or on behalf of the Company for use in Trust
Documents or otherwise for use in connection with the sale of the
Contracts or Trust shares; or
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(b) arise out of or result from statements or representations (other than
statements or representations contained in and accurately derived
from Company Documents) or wrongful conduct of the Trust or persons
under its control, with respect to the sale or acquisition of the
Contracts or Trust shares; or
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Company Documents 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 statement or omission was made in
reliance upon and accurately derived from written information
furnished to the Company by or on behalf of the Trust; or
(d) arise out of or result from any failure by the Trust to provide the
services or furnish the materials required under the terms of this
Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Trust in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Trust.
5.3 INDEMNIFICATION BY THE ADVISER. The Adviser agrees to indemnify and hold
harmless the Company Indemnified Parties against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Trust) or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage, liability or expense
and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Company Indemnified Parties may become
subject under any statute or regulation, or at common law or otherwise, insofar
as such Losses:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the registration
statement or prospectus for the Trust (or any amendment or
supplement thereto), (collectively, "Trust Documents" for the
purposes of this Article V), or arise out of or are based upon 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, provided that this indemnity shall not apply
as to any Company Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and was
accurately derived from written information furnished to the Adviser
or the Trust by or on behalf of the Company for use in Trust
Documents or otherwise for use in connection with the sale of the
Contracts or Trust shares; or
(b) arise out of or result from statements or representations (other than
statements or representations contained in and accurately derived
from Company Documents) or wrongful conduct of the Adviser or the
Trust or persons under its control, with respect to the sale or
acquisition of the Contracts or Trust shares; or
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Company Documents or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein
12
not misleading, if such statement or omission was made in reliance
upon and accurately derived from written information furnished to the
Company by or on behalf of the Trust or the Adviser; or
(d) arise out of or result from any failure by the Adviser to provide the
services or furnish the materials required under the terms of this
Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Adviser in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Adviser.
5.4 No party shall be liable under the indemnification provisions of Sections
5.1, 5.2, or 5.3, as applicable, with respect to any Losses incurred or assessed
against an Indemnified Party that arise from such Indemnified Party's willful
misfeasance, bad faith or negligence in the performance of such Indemnified
Party's duties or by reason of such Indemnified Party's reckless disregard of
obligations or duties under this Agreement.
5.5 No party shall be liable under the indemnification provisions of Sections
5.1, 5.2, or 5.3, as applicable, with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified the other
party in writing within a reasonable time after the summons, or other first
written notification, giving information of the nature of the claim shall have
been served upon or otherwise received by such Indemnified Party (or after such
Indemnified Party shall have received notice of service upon or other
notification to any designated agent), but failure to notify the party whose
indemnification is sought of any such claim shall not relieve that party from
any liability which it may have to the Indemnified Party in the absence of
Sections 5.1, 5.2 and 5.3.
5.6 In case any such action is brought against the Indemnified Parties, the
indemnifying party shall be entitled to participate, at its own expense, in the
defense of such action. The indemnifying party also shall be entitled to assume
the defense thereof, with counsel reasonably satisfactory to the party named in
the action. After notice from the indemnifying party to the Indemnified Party of
an election to assume such defense, the Indemnified Party shall bear the fees
and expenses of any additional counsel retained by it, and the indemnifying
party will not be liable to the Indemnified 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.
ARTICLE VI
Termination
6.1 This Agreement may be terminated by any party for any reason by ninety (90)
days advance written notice delivered to the other parties.
13
6.2 This Agreement may be terminated immediately by a party upon written notice
to the other parties if another party materially breaches any of the
representations and warranties contained in Article III.
6.3 This Agreement may be terminated by any party, with respect to another
party, upon the institution of formal administrative proceedings against the
other party by the NASD, the Securities and Exchange Commission, or any state
securities or insurance department or any other regulatory body; provided, that
the party seeking termination determines in its sole judgment exercised in good
faith that any such administrative proceedings will have a material adverse
effect upon the ability of the other party to perform its obligations under this
Agreement.
6.4 This Agreement may be terminated by any party if such party determines in
its sole judgment exercised in good faith that another party has suffered a
material adverse change in its business, operations, financial condition or
prospects since the date of this Agreement.
6.5 Notwithstanding any termination of this Agreement, the Trust shall, at the
option of the Company and to the extent permitted by applicable law, continue to
make available additional shares of the Trust (or any Fund) pursuant to the
terms and conditions of this Agreement for all Contracts in effect on the
effective date of termination of this Agreement, provided that the Company
continues to pay the costs set forth in Section 2.3. Specifically, the owners of
existing Contracts will be permitted to direct allocation and reallocation of
investments in the Funds, redeem investments in the Funds and invest in the
Funds through additional purchase payments.
6.4 The provisions of Article V shall survive the termination of this
Agreement, and the provisions of Article IV and Section 2.10 shall survive the
termination of this Agreement as long as shares of the Trust are held on behalf
of Contract owners in accordance with Section 6.5.
ARTICLE VII
Notices
Any notice shall be sufficiently given when sent by registered or certified mail
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.
If to the Trust:
BB&T Variable Insurance Funds
000 Xxxxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Fund Administration
Mr. Trip Xxxxxxx
14
If to the Adviser:
BB&T Asset Management, Inc.
000 Xxxxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Mr. Trip Xxxxxxx
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
ARTICLE VIII
Miscellaneous
8.1 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.
8.2 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
8.3 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.
8.4 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
8.5 The parties to this Agreement acknowledge and agree that all liabilities of
the Trust arising, directly or indirectly, under this Agreement, of any and
every nature whatsoever, shall be satisfied solely out of the assets of the
Trust and that no Trustee, officer, agent or holder of shares of beneficial
interest of the Trust shall be personally liable for any such liabilities.
8.6 Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the Securities and
Exchange Commission, the National Association of Securities Dealers, Inc., and
state insurance regulators) and shall permit such authorities reasonable access
to its books and records in connection with an investigation or inquiry relating
to this Agreement or the transactions contemplated hereby.
8.7 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
15
8.8 The parties to this Agreement acknowledge and agree that this Agreement
shall not be exclusive in any respect.
8.9 Neither this Agreement nor any rights or obligations hereunder may be
assigned by any party without the prior written approval of the other parties.
8.10 No provisions of this Agreement may be amended or modified in any manner
except by a written agreement properly authorized and executed by all parties.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to
execute this Participation Agreement as of the date and year first above
written.
BB&T VARIABLE INSURANCE FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
-----------------------------
Title: Vice President
-----------------------------
BB&T ASSET MANAGEMENT, INC.
By: [ILLEGIBLE]
-----------------------------
Name: [ILLEGIBLE]
-----------------------------
Title: Senior Vice President
-----------------------------
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxx
-----------------------------
Name: Xxxxxx Xxxxx
-----------------------------
Title: Senior Vice President
-----------------------------
16
Revised Schedule A
SEPARATE ACCOUNTS:
Hartford Life Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account Two
PRODUCTS FUNDED BY SEPARATE ACCOUNTS:
Director M Platinum
Director M Platinum Outlook
The BB&T Director Series III and IIIR
BB&T Director Outlook Series II and IIR
The BB&T Director Series II and IIR
BB&T Director Outlook Series I and IR
The BB&T Director
BB&T VARIABLE INSURANCE FUNDS:
BB&T Large Cap VIF
BB&T Capital Manager Equity VIF
BB&T Mid Cap Growth VIF
BB&T Special Opportunities Equity VIF
BB&T Total Return Bond VIF
A-1
SCHEDULE B
Format for NAV and Dividend Information
Please provide the following information when sending the nightly NAV and
Dividend Distribution Date Fax/Email:
Mutual Fund Company Name
Pricing Company Name
Fund Name (no abbreviations)
Fund Number
Ticker and/or Cusip Number
NAV
NAV Change from Prior Day
Prior Day NAV
Ordinary Dividend Distribution
Ordinary Dividend Distribution Change from Prior Day
Small Cap Gain Distribution
Small Cap Gain Distribution Change from Prior Day
Large Cap Gain Distribution
Large Cap Gain Distribution Change from Prior Day
Pricing Contact Name and Phone Number
Distribution Data Contact Name and Phone Number
Emergency after hours Name & Phone Number
2
SCHEDULE C
Allocation of Expenses
PAID BY COMPANY PAID BY THE TRUST
------------------------------------------------------------------------------------------------------
Preparing and filing the Separate Account's Preparing and filing the Trust's registration
registration statement statement
Text composition for Separate Account prospectus Text composition for Fund prospectuses and
and supplements supplements
Text alterations of Separate Account prospectus Text alterations of Fund prospectuses and
and supplements supplements
Printing Separate Account prospectuses and Printing Fund prospectus and supplements for use
supplements for use with prospective Contract with existing Contract owners; or if requested by
owners; Company, providing camera-ready film, computer
Printing Fund prospectuses and supplements for use diskettes or typeset electronic document files of
with prospective Contract owners such documents and printing such documents for use
with existing Contract owners (1)
Text composition and printing of Separate Account Text composition and printing of Trust statement
statement of additional information of additional information (1)
Mailing and distributing Separate Account Mailing and distributing Fund prospectuses,
prospectuses, supplements and statement of supplements and statement of additional
additional information to existing Contract owners information to existing Contract owners (1)
as required by applicable law; Printing, mailing and distributing Funds and
Mailing and distributing Separate Account Separate Account supplements and other
prospectuses and supplements to prospective communications related to fund substitutions, fund
Contract owners; closings, fund mergers and other similar fund
Mailing and distributing Fund prospectuses and transactions
supplements to prospective Contract owners
Text composition of any annual and semi-annual Text composition of annual and semi-annual reports
reports of the Separate Account, printing, of the Fund; printing, mailing, and distributing
mailing, and distributing any annual and annual and semi-annual reports of the Funds to
semi-annual reports of the Separate Account existing Contract owners (1)
Text composition, printing, mailing, distributing, Text composition, printing, mailing, distributing,
and tabulation of proxy statements and voting and tabulation of proxy statements and voting
instruction solicitation materials to Contract instruction solicitation materials to Contract
owners with respect to proxies sponsored by the owners with respect to proxies sponsored by the
Separate Accounts Fund or the Trust
------------
(1) Company may choose to print the Fund's prospectus(es), statement of
additional information, and its semi annual and annual reports, or any of
such documents, in combination with such documents of other fund companies.
In this case, the Trust's share of the total expense for printing and
delivery of the combined materials shall be determined pro-rata based upon
the page count of the Fund's documents as compared to the total page count
for the combined materials containing all other funds offered under the
Contracts.
3
AMENDMENT AND JOINDER AGREEMENT
TO
AMENDED AND RESTATED
FUND PARTICIPATION AGREEMENT
Among
HARTFORD LIFE INSURANCE COMPANY,
BB&T ASSET MANAGEMENT, INC.,
and
BB&T VARIABLE INSURANCE FUNDS
This Amendment and Joinder Agreement (the "Agreement"), effective May 1, 2008,
by and among Hartford Life Insurance Company ("Hartford Life"), Hartford Life
and Annuity Insurance Company ("Hartford Life and Annuity" and together with
Hartford Life, the "Hartford"), BB&T Asset Management, Inc. (the "Advisor") and
BB&T Variable Insurance Funds (the "Funds"), amends that certain Amended and
Restated
Fund Participation Agreement (the "Participation Agreement") dated May
1, 2005 by Hartford Life, the Advisor and the Funds as follows:
1. JOINDER. Effective as of the date of this Agreement, Hartford Life and
Annuity joins in and becomes party to the Participation Agreement and shall
be included in the definition of the term "Company" as used therein. By
executing and delivering this Agreement, Hartford Life and Annuity hereby
confirms to the Funds and the Advisor that each of the representations and
warranties made by the Company in Section 3 of the Participation Agreement
is true and correct with respect to Hartford Life and Annuity on and as of
the date of this Agreement.
2. Article VIII is hereby amended to include to following subsection 8.11:
8.11. Notwithstanding anything possibly to the contrary in the
Agreement or any Rule 22c-2 Shareholder Information Agreement entered
into by the parties, the Funds hereby waive enforcement rights of fund
policies regarding market timing or frequent trading with respect to
transfers of assets into or from Hartford sponsored dynamic or static
asset allocation models.
3. Schedule A of the Participation Agreement is hereby deleted in its entirety
and replaced with the Schedule A attached hereto.
4. In all other respects, the terms of the Participation Agreement remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified above.
1
THE HARTFORD LIFE INSURANCE COMPANY BB&T VARIABLE INSURANCE FUNDS
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------ ----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxx
Its: [Title] Senior Vice President Its: [Title] Vice President
Date: Date: 4/25/08
THE HARTFORD LIFE AND ANNUITY BB&T ASSET MANAGEMENT, INC.
INSURANCE COMPANY
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx III
------------------------------ ----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx III
Its: [Title] Senior Vice President Its: [Title] Senior Vice President
Date: Date: 4/25/08
2
SCHEDULE A
SEPARATE ACCOUNTS AND FUNDS
NAME OF SEPARATE ACCOUNT
Hartford Life Insurance Company Separate Account Two
Hartford Life Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account Seven
Hartford Life and Annuity Insurance Company Separate Account Seven
NAME OF FUNDS
BB&T Large Cap VIF Fund
BB&T Large Cap Growth VIF Fund
BB&T Mid Cap Growth VIF Fund
BB&T Special Opportunities Equity VIF Fund
BB&T Total Return Bond VIF Fund
BB&T Capital Manager Equity VIF Fund
3
AMENDMENT NO. 2 TO
AMENDED AND RESTATED
FUND PARTICIPATION AGREEMENT
This Amendment ("Amendment") dated as of September 30, 2010, is by and among
Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company
(collectively, the "Hartford"); BB&T Asset Management LLC (formerly BB&T Asset
Management, Inc.) ("BB&TAM"); Sterling Capital Management LLC ("Sterling
Capital"); and BB&T Variable Insurance Funds (the "Trust"), on behalf of its
series, separately and not jointly.
WHEREAS, the Hartford, BB&TAM, and the Trust entered into a Participation
Agreement dated May 1, 2005 as amended May 1, 2008 (and as further amended from
time to time, the "Agreement");
WHEREAS, BB&TAM, a wholly-owned subsidiary of BB&T Corporation, is expected to
merge with and into Sterling Capital on or about October 1, 2010 (the "Merger
Effective Date"); and
WHEREAS, the Hartford, BB&TAM and the Trust desire to amend the Agreement to
replace BB&TAM with Sterling Capital thereunder;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound thereby, the parties hereby agree
that:
1. BB&TAM is replaced by Sterling Capital under the Agreement and all
references to the "Adviser" in the Agreement and any subsequent amendments
now refer to Sterling Capital.
2. The address for the Adviser in the Agreement is deleted in its entirety and
replaced with the following address:
Sterling Capital Management LLC
000 Xxxxxxxxxxxx Xxxxxx Xxxx, 0xxXxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxx X. Xxxxxx
3. This Amendment shall become effective on the Merger Effective Date.
4. Except as specifically modified by this Amendment, all terms and conditions
of the Agreement shall remain in full force and effect. The governing law
of the Agreement shall be the governing law of this Amendment.
5. This Amendment constitutes the final, complete, exclusive and fully
integrated record of the agreement of the parties with respect to the
subject matter herein and the amendment of the Agreement with respect to
such subject matter. This Amendment may be executed in one or more
counterparts; such execution of counterparts may occur by manual signature,
facsimile signature, manual signature transmitted by means of facsimile
transmission or manual signature contained in an imaged document attached
to an email transmission; and each such counterpart executed in accordance
with the foregoing shall be deemed an original, with all such counterparts
together constituting one and the same instrument
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
HARTFORD LIFE INSURANCE COMPANY
/s/ [ILLEGIBLE]
----------------------------------
By:
Title:
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
/s/ [ILLEGIBLE]
----------------------------------
By:
Title:
BB&T ASSET MANAGEMENT LLC
/s/ Xxxx X. Xxxxxx
----------------------------------
By: Xxxx X. Xxxxxx
Title: Vice President
STERLING CAPITAL MANAGEMENT LLC
/s/ Xxxxxxx X. Xxxxxx
----------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Executive Director
BB&T VARIABLE INSURANCE FUNDS, SEPARATELY AND NOT JOINTLY
/s/ E.G. Xxxxxxx III
----------------------------------
By: E.G. Xxxxxxx III
Title: President
AMENDMENT NO. 3 TO
AMENDED AND RESTATED
FUND PARTICIPATION AGREEMENT
Among
HARTFORD LIFE INSURANCE COMPANY,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
STERLING CAPITAL MANAGEMENT LLC
and
STERLING CAPITAL VARIABLE INSURANCE FUNDS
The Amended and Restated
Fund Participation Agreement (the "Agreement") dated
May 1, 2005, as further amended from time to time, by and among Hartford Life
Insurance Company and Hartford Life and Annuity Insurance Company (collectively
"Hartford"), Sterling Capital Management LLC (formerly BB&T Asset Management,
Inc.) ("Sterling Capital") and BB&T Variable Insurance Funds (the "Trust"), on
behalf of its series, separately and not jointly, is hereby amended as follows.
WHEREAS the Hartford, Sterling Capital, and the Trust desire to amend the
Agreement to replace references to "BB&T Variable Insurance Funds" with
"Sterling Capital Variable Insurance Funds";
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained herein, and intending to be legally bound thereby, the parties agree
that:
1. All references to "BB&T Variable Insurance Funds" in the Agreement and
subsequent amendments thereto are hereby changed to "Sterling Capital Variable
Insurance Funds."
2. Schedule A of the Agreement is hereby deleted in its entirety and replaced
with the Schedule A attached hereto.
3. The names "Sterling Capital Variable Insurance Funds" and "Trustees of
Sterling Capital Variable Insurance Funds" refer respectively to the Trust
created and the Trustees, as trustees but not individually or personally, acting
from time to time under an Amended and Restated Agreement and Declaration of
Trust dated as of April 29, 2011 to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of The Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "Sterling Capital
Variable Insurance Funds" or any series thereof entered into in the name or on
behalf thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind only
the assets of the Trust, and all persons dealing with any series of shares of
the Trust must look solely to the assets of the Trust belonging to such series
for the enforcement of any claims against the Trust.
In all other respects, the terms of the Agreement remain unchanged and in full
force and effect.
This Amendment may be executed simultaneously in two or more counterparts, each
of which taken together shall constitute one and the same instrument.
Effective date: May 2, 2011
1
THE HARTFORD LIFE INSURANCE STERLING CAPITAL VARIABLE
COMPANY INSURANCE FUNDS,
(Formerly BB&T Variable
Insurance Funds)
Separately and not jointly
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx X Xxxxxxx By: /s/ Xxxx X. Xxxxxx
------------------------ -----------------------
Name: Xxxxxx M Klueuer Name: Xxxx X. Xxxxxx
Its: [Title] Vice President Its: [Title] Vice President Sterling
Capital Variable
Insurance Funds
Date: 5/19/11 Date:
THE HARTFORD LIFE AND ANNUITY STERLING CAPITAL MANAGEMENT LLC
INSURANCE COMPANY
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx X Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------ -----------------------
Name: Xxxxxx X Xxxxxxx Name: Xxxxxxx X. Xxxxxx
Its: [Title] Vice President Its: [Title] Managing Director
Date: 5/19/11 Date: 5/2/11
2
SCHEDULE A
SEPARATE ACCOUNTS AND FUNDS
Schedule A shall be deemed to be automatically amended based on the list of
underlying funds (or series) of the Trust and the mutually acceptable classes of
shares thereof, if any, as reflected in Separate Account registration statements
for Hartford as filed with the Securities and Exchange Commission from time to
time.
NAME OF SEPARATE ACCOUNT
Hartford Life Insurance Company Separate Account Two
Hartford Life Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account Seven
Hartford Life and Annuity Insurance Company Separate Account Seven
NAME OF FUND
Sterling Capital Special Opportunities VIF
Sterling Capital Total Return Bond VIF
Sterling Capital Strategic Allocation EquityVIF
Sterling Capital Select Equity VIF
3
