PARTICIPATION AGREEMENT
THIS AGREEMENT is entered into this 31st day of May, 1997 by HARTFORD LIFE
INSURANCE COMPANY ("Hartford Life"), a Connecticut corporation, on its own
behalf and on behalf of its Separate Account Three and Separate Account Five,
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("ITT Hartford"), a Wisconsin
corporation, on its own behalf and on behalf of its Separate Account Three and
Separate Account Five, and XXXX XXXXXX SELECT DIMENSIONS INVESTMENT SERIES, a
Massachusetts business trust ("Fund").
WHEREAS, Hartford Life and ITT Hartford (singly "Company" and together
"Companies") have each established a Separate Account Three ("VA Accounts") as
unit investment trusts to purchase shares from the Fund for the purpose of
funding variable annuity contracts ("VA Contracts") issued by the Companies;
WHEREAS, the Companies have each established a Separate Account Five ("VL
Accounts" and together with VA Accounts, "Separate Accounts"), as unit
investment trusts to purchase shares from the Fund for the purpose of funding
flexible premium variable life insurance policies ("VL Policies" and together
with VA Contracts, "Contracts") issued by the Companies;
WHEREAS, the Fund wishes to permit the Companies and the Separate Accounts
to participate in the purchase of shares of the Fund for the purpose of funding
the Contracts;
NOW, THEREFORE, in consideration of their mutual promises, the Companies and
the Fund agree as follows:
1. PURCHASE OF SHARES. The Companies will purchase shares at the net asset
value applicable to the then currently effective prospectus of the Fund. The
Companies will order Fund shares in the quantities and at the times each Company
determines to be necessary to meet the requirements of its Contracts. Orders
from Contract owners received and processed by the Companies prior to the close
of the New York Stock Exchange ("Exchange") on any given day that the Exchange
is open ("business day") will be executed by the Fund at the net asset value
determined as of the close of the Exchange on such business day. Any orders
received and processed on such day but after the close of the Exchange will be
executed by the Fund at the net asset value determined as of the close of the
Exchange on the next business day following the day of receipt of such order.
Each Company will forward to the Fund a list of names and specimen signatures of
persons authorized to act on the Company's behalf. The Fund shall not accept
orders given on behalf of a Company by persons not on such list. Each Company
agrees to promptly notify the Fund in writing of any additions, deletions or
other modifications to such list. Until so notified of such modifications, the
Fund shall have no liability as a result of the execution of orders given by a
person previously identified on the list as authorized.
2. SALES OF SHARES. The Fund will sell its shares to the Companies for
allocation to their respective Separate Accounts. The Fund will execute share
orders on a daily basis at the next determined net asset value per share after
receipt by the Fund or its designee of the order for shares of the applicable
Portfolio of the Fund determined as set forth in the Fund prospectus. For each
Portfolio, the Fund will determine the closing net asset value, dividend and
capital gain rate information at the close of each business day. The Fund will
provide this information to the Companies by 5:30 p.m. Eastern Time or as soon
thereafter as is practicable. By 10:00 a.m. Eastern Time the following such
business day or as soon thereafter as is practicable, the Companies will send
directly to the Fund or its specified agent orders to purchase or redeem Fund
shares for the preceding business day. Payment for net purchases will be wired
by the Companies to a custodial account designated by the Fund as nearly as
practicable to coincide with the order for shares of the Fund. The Fund shares
will be sold only to insurance companies and separate accounts which have
entered into agreements to purchase shares or participation agreements
substantially identical to this Agreement, except that the Fund may sell its
shares to its investment manager(s) consistent with Section 817(h) of the
Internal Revenue Code ("Code") and Treasury Regulation 1.817-5, as amended from
time to time, and any Treasury interpretations thereof, relating to the
diversification requirements for variable annuity or variable life insurance
contracts and any amendments or
97NYC6593
other modifications to such section or Regulations. No shares of the Fund will
be sold to the general public. The Fund will send confirmations of Fund share
purchases by a Company directly to the Company. The Fund will maintain all Fund
share purchases in a book share account in the name of each Company.
3. REDEMPTION OF SHARES. At a Company's request, the Fund agrees to redeem
for cash without charge, any full or fractional shares of the Fund held by the
Company, executing such requests on a daily basis at the net asset value of the
applicable Portfolio computed after receipt of the redemption request; provided,
however, that the Fund reserves the right to suspend the right of redemption or
to postpone the date of payment upon redemption of the shares of any Portfolio
under the circumstances and for the period of time specified in the prospectus.
To the extent that it is able to do so, payments for net redemptions of shares
of the Funds will be wired by the Fund from the Fund's custodial account to an
account designated by each Company. Until the Fund is so able to wire such
redemption proceeds, they may be sent by check or by such other means as the
Fund and each Company agree.
4. AVAILABILITY OF SHARES. The Fund agrees to make its shares available
for purchase by the Companies at the applicable net asset value per share on
those days on which the Fund calculates its net asset value pursuant to rules of
the Securities and Exchange Commission ("SEC"). The Fund shall use reasonable
efforts to calculate such net asset value on each day on which the Exchange is
open for trading. The Fund shall have the right to suspend the sale of its
shares if (a) the Exchange has closed or has suspended or materially restricted
trading, (b) an emergency exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, (c)
the SEC, by order, so permits, (d) a banking moratorium shall have been declared
by federal or New York authorities, or (e) there shall have been some other
extraordinary event which, in the judgment of the Fund, makes it impracticable
to sell the shares.
5. PAYMENT OF SHARES. The Companies shall pay for Fund shares within five
days after they place the order for Fund shares. The Fund reserves the right to
delay issuing or transferring Fund shares and/or to delay accruing or declaring
dividends in accordance with any policy set forth in the prospectus with respect
to such shares until any payment check has cleared. If the Fund does not receive
payment within the five-day period, the Fund may, without notice, cancel the
order and require a Company to reimburse the Fund promptly for any loss the Fund
suffered by reason of the Company failing to timely pay for its shares.
6. FEE FOR SHARES. The Companies shall purchase and redeem shares in the
Fund at net asset value.
7. FUND'S REGISTRATION STATEMENT AND PROSPECTUS. The Fund shall amend the
Registration Statement for its shares under the Securities Act of 1933 ("1933
Act") and the Investment Company Act of 1940 ("1940 Act") from time to time as
required in order to effect the continuous offering of its shares and, at the
expense of Xxxx Xxxxxx Xxxxxxxx Inc., shall provide the Companies with as many
copies of its current prospectus as the Companies may reasonably request.
The Companies shall not accept any order for an additional purchase payment
to a Contract funded by the Fund unless a current prospectus of the Fund shall
have been furnished by the applicable Company, at the expense of Xxxx Xxxxxx
Xxxxxxxx Inc., to the Contract owner no later than with the confirmation for
such order. Unless and until the procedure described below has been established,
the Companies agree that current prospectuses of the Fund will be routinely
distributed by the Companies, at the expense of Xxxx Xxxxxx Xxxxxxxx Inc., to
all existing Contract owners, whether or not additional purchase payments have
been made to the Contract, on an annual basis. The Companies agree to use their
best efforts to establish a procedure to identify Contract owners who are making
an additional purchase payment to their Contracts and who have not previously
been furnished with a then current prospectus of the Fund, and to have the
procedure in place by the time the Fund's 1998 prospectus is effective so that a
current prospectus can be mailed by the Companies, at the expense of Xxxx Xxxxxx
Xxxxxxxx Inc., solely to those Contract owners so identified, with the
confirmation for such additional purchase payment. There can be no assurance
that the
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procedure will be in place by the time the Fund's 1998 prospectus is effective.
Such procedure may be established only with the consent of the Fund, which
consent will not be unreasonably withheld. Until such time as the procedure is
in place, current prospectuses of the Fund will be routinely distributed by the
Companies, at the expense of Xxxx Xxxxxx Xxxxxxxx Inc., to Contract owners,
whether or not additional purchase payments have been made to the Contract, on
an annual basis as described above.
8. INVESTMENT OF ASSETS. The Fund agrees to invest its assets in
accordance with its investment policies as disclosed in the prospectus and the
provisions of Section 817(h) of the Code and Treasury Regulation 1.817-5, as
amended from time to time, and any Treasury interpretations thereof, relating to
the diversification requirements for variable annuity and variable life
insurance contracts and any amendments or other modifications to such Section or
Regulations.
9. ADMINISTRATION OF CONTRACTS. The Companies shall be responsible for
administering their respective Contracts and keeping records on the Contracts.
10. SHAREHOLDER INFORMATION. The Fund shall in a timely manner, at the
expense of the Fund or Xxxx Xxxxxx Xxxxxxxx Inc., furnish the Companies copies
of its proxy material, reports to shareholders and other communication to
shareholders in such quantity as the Companies shall reasonably require for
distributing to owners or participants under the Contracts. The Companies, at
the expense of the Fund or Xxxx Xxxxxx Xxxxxxxx Inc., will distribute these
materials to such owners or participants as required; provided that any proxy
materials required as a result of events originating from the Companies will be
furnished and distributed at the expense of the Companies.
11. RECORD KEEPING AND ACCESS TO RECORDS. Each Company and the Fund shall
maintain records in accordance with the applicable federal and state statutes,
rules and regulations applicable to their respective operations in connection
with the performance of their duties under this Agreement. Upon request, a party
to this Agreement shall promptly provide to another party copies of such records
as the party shall reasonably request. At the expense of the requesting party,
each party to this Agreement shall cooperate with and assist the requesting
party's auditors or representatives of regulatory agencies having jurisdiction
over the requesting party in connection with inquiries, complaints or judicial
proceedings involving responsibilities carried out under this Agreement. Such
cooperation and assistance shall include the production of copies of potentially
relevant records if so requested.
12. VOTING. To the extent required by law, the Companies shall vote Fund
shares in accordance with instructions received from Contract owners. If,
however, the 1940 Act or any regulation thereunder should be amended or if the
present interpretation thereof should change, and as a result the Companies
determine that they are permitted to vote the Fund's shares in their own right,
they may elect to do so. The Companies shall vote shares of a Portfolio for
which no instructions have been received in the same proportion as the voting
instructions which are received with respect to all Contracts participating in
that Portfolio. Neither the Companies nor persons under their control shall
recommend action in connection with solicitation of proxies for Fund shares
allocated to the Separate Accounts. The Companies shall also vote shares they
own that are not attributable to Contract owners in the same proportion. The
Companies may, when required by state insurance regulatory authorities,
disregard voting instructions if the instructions require that the shares be
voted so as to cause a change in the sub-classification or investment objective
of the Fund or one or more of its Portfolios or to approve or disapprove an
investment advisory contract for a Portfolio of the Fund. In addition, the
Companies themselves may disregard voting instructions in favor of changes
initiated by a Contract owner in the investment policy or the investment adviser
of a Portfolio of the Fund if the Companies reasonably disapprove of such
changes.
13. FUND'S WARRANTY. The Fund represents and warrants that Fund shares
sold pursuant to this Agreement shall be registered under the 1933 Act and duly
authorized for issuance in accordance with all applicable federal and state
laws.
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14. EACH COMPANY'S WARRANTY. Each Company represents and warrants that it
is an insurance company duly organized and in good standing under the law of its
state of domicile and that it has legally and validly established its Separate
Accounts under the laws of its state of domicile, and will register the Separate
Accounts as a unit investment trust in accordance with the provisions of the
1940 Act to serve as a segregated investment account for certain Contracts. Each
Company further represents and warrants that its Contracts will be registered
under the 1933 Act and will be issued and sold in compliance with all applicable
federal and state laws.
15. TERMINATION OF AGREEMENT. (a) The parties may terminate this
Agreement as follows:
(i) at the option of a Company with respect to that Company or the Fund
upon 180 days' written notice to the other parties;
(ii) at the option of each Company if, for any reason except for those
specified in Section 4, Fund shares are not available to meet the
requirements of the Company's Contracts as determined by the Company;
(iii) at the option of the Fund with respect to a Company, upon the
National Association of Securities Dealers, Inc. ("NASD"), the SEC, the
director of the Department of Insurance in a Company's state of domicile or
any other regulatory body instituting legal proceedings against the Company
regarding its duties under this Agreement;
(iv) at the option of each Company upon institution of formal
proceedings against the Fund by the SEC or other regulatory body; or
(v) at the option of each Company if Fund shares are not registered,
issued or sold in conformance with applicable federal or state law,
including Section 817(h) and Regulations and Treasury interpretations
thereunder. Prompt notice shall be given to the Companies if the conditions
of this provision occur.
(b) This Agreement shall automatically terminate in the event of its
assignment.
(c) Notwithstanding any termination of this Agreement, the Fund shall, at
the Companies' option, continue to make available additional shares of the Fund
pursuant to the terms and conditions of this Agreement, for all Contracts in
effect on the effective date of termination of this Agreement (hereinafter
referred to as "Existing Contracts"), so long as the Fund is in existence.
Specifically, without limitation, the owners of the Existing Contracts shall be
permitted to reallocate investments in the Fund, redeem investments in the Fund,
or invest in the Fund upon the making of additional purchase payments under the
Existing Contracts. A termination under Section 18 of this Agreement shall end
rights of the owners of Existing Contracts.
(d) The Companies shall not redeem Fund shares attributable to the Contracts
(as opposed to Fund shares attributable to the Companies' assets held in the
Accounts) except (i) as necessary to implement transactions permitted under the
Contracts, or (ii) as required by state or federal laws or regulations or
judicial or other legal precedent of general application (hereinafter referred
to as a "Legally Required Redemption"). Upon request, a Company will promptly
furnish to the Fund the opinion of counsel for the Company (which counsel shall
be reasonably satisfactory to the Fund) to the effect that any redemption
pursuant to clause (ii) above is a Legally Required Redemption. Furthermore,
except in cases where permitted under the terms of the Contracts, a Company
shall not prevent its Contract owners from allocating payments to a Portfolio
that was otherwise available under the Contracts without first giving the Fund
90 days' notice of its intention to do so.
16. EACH COMPANY'S INDEMNIFICATION AGREEMENT. (a) Each Company agrees
to indemnify and hold harmless the Fund and each of its Trustees who is not
an "interested person" of the Fund, as defined in the
4
1940 Act (collectively the "Fund's Indemnified Parties" for purposes of this
Section 16), against any losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Company) or
expenses or actions to which the Fund's Indemnified Parties may become
subject, under the Federal securities laws or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements arise as a result of any failure by the Company to
provide the services and furnish the materials under the terms of this
Agreement or which arise from erroneous instructions by the Company to the
Fund concerning the particular Portfolio or Portfolios whose shares are to be
allocated to the Account. This indemnity agreement is in addition to any
liability which the Company may otherwise have.
(b) The Company will reimburse the Fund's Indemnified Parties for any legal
or other expenses reasonably incurred by the Fund's Indemnified Parties in
connection with investigating or defending any such loss, claim, damage,
liability or action.
(c) Promptly after receipt by any of the Fund's Indemnified Parties of
notice of the commencement of any action, or the making of any claim for which
indemnity may apply under this section, the Fund's Indemnified Parties will, if
a claim in respect thereof is to be made against the Fund, notify the Company of
the commencement thereof; but the omission so to notify the Company will not
relieve the Company from any liability which it may have to the Fund's
Indemnified Parties otherwise than under this Agreement. In case any such action
is brought against the Fund's Indemnified Parties, and the Company is notified
of the commencement thereof, the Company will be entitled to participate therein
and to assume the defense thereof, with counsel satisfactory to the party named
in the action, and after notice from the Company to such party of the Company's
election to assume the defense thereof, the Company 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.
17. FUND INDEMNIFICATION AGREEMENT. (a) The Fund agrees to indemnify and
hold harmless each Company and each of the Company's Directors who is not an
"interested person" of the Company, as defined in the 1940 Act (collectively the
"Company's Indemnified Parties" for purposes of this Section 17), against any
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or expenses or actions to which the Company's
Indemnified Parties may become subject, under the Federal securities laws or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements:
(i) arise as a result of any failure by the Fund to provide the services
and furnish the materials under the terms of this Agreement;
(ii) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement or prospectus or sales literature 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 statements therein not
misleading, provided that this Agreement to indemnify shall not apply as to
the Company's Indemnified Parties if such statement or omission was made in
reliance upon and in conformity with information furnished to the Fund by or
on behalf of the Company for use in the registration statement or prospectus
of the Fund or in sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or Fund
shares; or
(iii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement or arise
out of or result from any other material breach of this Agreement
by the Fund, including a failure, whether unintentional or in good faith or
otherwise, to comply with the requirements specified in Section 8 of this
Agreement. This indemnity agreement is in addition to any liability which
the Fund may otherwise have.
5
(b) The Fund represents and warrants that the Fund will at all times invest
its assets in such a manner as to ensure that the Contracts will be treated as
variable annuity or flexible premium life insurance contracts under the Code and
the regulations thereunder. Without limiting the scope of the foregoing, the
Fund will at all times comply with Section 817(h) of the Code and Treasury
Regulation 1.817-5, as amended from time to time, and any Treasury
interpretations thereof, relating to the diversification requirements for
variable annuity or variable life insurance contracts and any amendments or
other modifications to such section or Regulations.
(c) Fund shares will not be sold to any person or entity that would result
in the Contracts not being treated as variable annuity contracts or variable
life contracts.
(d) The Fund will reimburse the Companies, as shareholders of the Fund, for
pricing errors respecting Fund shares transacted with incorrect net asset values
by paying the Companies the amount of the difference between the incorrect net
asset value as of the date of the error and the correct net asset value as of
the date of the error, provided that: (a) in the case of an overstatement of net
asset value, any such reimbursement resulting from overpayments by the Companies
on Fund share purchases during the period the error in pricing was in effect
will be net of overpayments to the Companies on Fund share redemptions during
such period, (b) in the case of an understatement of net asset value, any such
reimbursement resulting from underpayments to the Companies on Fund share
redemptions during the period the error in pricing was in effect will be net of
underpayments by the Companies on Fund share purchases during such period, and
(c) in the case of a series of pricing errors over a period of days consisting
alternately of overstatements and understatements of net asset value, any such
reimbursements shall reflect the combined effect of the net of all overpayments
and underpayments during such period; and provided further that reimbursements
in connection with a pricing error discovered for a period for which another
pricing error has previously been corrected will be calculated as if all errors
pertaining to that period had been discovered at the same time for purposes of
the foregoing netting process.
(e) The Fund will reimburse the Company's Indemnified Parties for any legal
or other expenses reasonably incurred by the Company's Indemnified Parties in
connection with investigating or defending of any such loss, claim, damage,
liability or action.
(f) Promptly after receipt by any of the Company's Indemnified Parties of
notice of the commencement of any action, or the making of any claim for which
indemnity may apply under this section, the Company's Indemnified Parties will,
if a claim in respect thereof is to be made against the Company, notify the Fund
of commencement thereof; but the omission so to notify the Fund will not relieve
the Fund from any liability which it may have to the Company's Indemnified
Parties otherwise than under this Agreement. In case any such action is brought
against the Company's Indemnified Parties, and the Fund is notified of the
commencement thereof, the Fund will be entitled to participate therein and to
assume the defense thereof, with counsel satisfactory to the party named in the
action, and after notice from the Fund to such party of the Fund's election to
assume the defense thereof, the Fund 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.
18. POTENTIAL CONFLICTS. (a) The Trustees of the Fund will monitor the
operations of the Fund for the existence of any material irreconcilable
conflict between the interests of the Contract owners of all Separate
Accounts investing in the Fund. An irreconcilable material conflict may arise
for a variety of reasons, including: (i) an action by any state insurance
regulatory authority; (ii) 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; (iii) an administrative
or judicial decision in any relevant proceeding; (iv) the manner in which the
investments of any Portfolio are being managed; (v) a difference in voting
instructions given by variable annuity contract
6
and variable life insurance contract owners; or (vi) a decision by an insurer
to disregard the voting instructions of Contract owners. The Trustees shall
promptly inform the Companies if they determine that an irreconcilable
material conflict exists and the implications thereof.
(b) Each Company will report any potential or existing conflicts of which it
is aware to the Trustees of the Fund. The Company will assist the Trustees in
carrying out their responsibilities under sections (a) and (b) of this section,
by providing the Trustees with all information reasonably necessary for the
Trustees to consider any issues raised. This includes, but is not limited to, an
obligation by the Company to inform the Trustees whenever Contract owner voting
instructions are disregarded.
(c) If it is determined by a majority of the Trustees, or a majority of the
Trustees who are not parties to this Agreement or interested persons of any such
party and who have no direct or indirect financial interest in this Agreement or
any agreement related thereto (the "Independent Trustees"), that a material
irreconcilable conflict exists, the Company shall, at its expense and to the
extent reasonably practicable (as determined by a majority of the Independent
Trustees), take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, up to and including: (i) withdrawing the
assets allocable to the VA Accounts or VL Accounts from the Fund or any
Portfolio and reinvesting such assets in a different investment medium,
including (but not limited to) another Portfolio of the Fund, or submitting the
question whether such segregation should be implemented to a vote of all
affected Contract owners and, as appropriate, segregating the assets of variable
annuity contract owners invested in the VA Accounts from those of any other
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable Contract owners of other life insurance companies) that
votes in favor of such segregation, or offering to the contract owners the
option of making such a change; and (ii) establishing a new registered
management investment company or managed separate account.
(d) If a material irreconcilable conflict arises because of a decision by a
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 Fund's election, to withdraw the Separate Accounts'
investment in the Fund and terminate this Agreement; 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
Independent Trustees. Any such withdrawal and termination must take place within
six (6) months after the Fund gives written notice that this provision is being
implemented, and until the end of that six month period the Fund shall continue
to accept and implement orders by the Company for the purchase (and redemption)
of shares of the Fund.
(e) If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to a Company conflicts with the
majority of other state regulators, then the Company will withdraw the Separate
Accounts' investment in the Fund and terminate this Agreement within six months
after the Trustees inform the Company in writing that they have 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 Independent Trustees. Until the end of the foregoing six month
period, the Fund shall continue to accept and implement orders by the Company
for the purchase (and redemption) of shares of the Fund.
(f) For purposes of sections (c) through (f) of this section, a majority of
the Independent Trustees shall determine whether any proposed action
adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding medium for the
Contracts. A Company shall not be required by section (c) to establish a new
funding medium for its 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 event that the Trustees determine
that any proposed action does not adequately remedy any irreconcilable
material conflict, then the Company will withdraw its Separate Accounts'
investment in the
7
Fund 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 Independent Trustees.
19. DURATION OF THIS AGREEMENT. This Agreement shall become effective as
of the date first above written and shall remain in force until April 30, 1998
and thereafter, but only so long as such continuance is specifically approved at
least annually by the Trustees of the Fund, or by the vote of a majority of the
outstanding voting securities of the Fund, cast in person or by proxy. This
Agreement also may be terminated in accordance with Section 15 hereof.
The terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person", when used in this Agreement, shall have
the respective meanings specified in the 1940 Act.
20. AMENDMENTS OF THIS AGREEMENT. This Agreement may be amended by the
parties only if such amendment is specifically approved by: (i) the Trustees of
the Fund, or by the vote of a majority of outstanding voting securities of the
Fund, and (ii) a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on such approval.
21. GOVERNING LAW. This Agreement shall be construed in accordance with
the law of the State of New York and the applicable 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.
To the extent the applicable law of the State of New York, or any of the
provisions herein, conflicts with the applicable provisions of the 1940 Act, the
latter shall control. 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.
22. NOTICES. Any notice under this Agreement shall be in writing and if to
the Fund, delivered or mailed postage prepaid to it at Xxx Xxxxx Xxxxx Xxxxxx,
Xxx Xxxx, XX 00000; and if to the Companies, delivered or mailed postage prepaid
to Vice President, Individual Annuity Sales and Marketing, 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxx, XX 00000, with a copy to General Counsel at the same address. The
parties shall have the right to designate any other address hereafter by written
notice to the other parties.
23. PERSONAL LIABILITY. The Declaration of Trust establishing Xxxx Xxxxxx
Select Dimensions Investment Series, dated June 2, 1994, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name Xxxx Xxxxxx Select Dimensions Investment Series refers to the Trustees
under the Declaration collectively as Trustees, but not as individuals or
personally; and no Trustee, shareholder, officer, employee or agent of Xxxx
Xxxxxx Select Dimensions Investment Series shall be held to any personal
liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise, in connection with the
affairs of said Xxxx Xxxxxx Select Dimensions Investment Series, but the Trust
Estate only shall be liable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.
COMPANIES:
HARTFORD LIFE INSURANCE COMPANY
By:
-----------------------------------------
Attest:
---------------------------------------------
ITT HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
By:
-----------------------------------------
Attest:
---------------------------------------------
FUND:
XXXX XXXXXX SELECT DIMENSIONS INVESTMENT
SERIES
By:
-----------------------------------------
Attest:
---------------------------------------------
Accepted with regard to Paragraphs 7 and 10 hereof:
XXXX XXXXXX XXXXXXXX INC.
By:
-----------------------------------------
Attest:
---------------------------------------------
