Exhibit (9)(d)
PARTICIPATION AGREEMENT
Among
PEGASUS VARIABLE FUNDS
FIRST CHICAGO NBD INVESTMENT MANAGEMENT COMPANY
HARTFORD LIFE INSURANCE COMPANY
and
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
THIS AGREEMENT, made and entered into as of the 5th day of January, 1998,
by and among PEGASUS VARIABLE FUNDS (the "Investment Company"), a Delaware
business trust, FIRST CHICAGO NBD INVESTMENT MANAGEMENT COMPANY (the "Advisor")
a Delaware corporation, and HARTFORD LIFE INSURANCE COMPANY and HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY (collectively, the "Insurance Companies") each a
Connecticut corporation, on their own behalf and on behalf of each of their
segregated asset accounts set forth on Schedule A, as may be amended from time
to time (each such account hereinafter referred to as the "Account").
WHEREAS; the Investment Company engages in business as an open-end
management investment company and is available to act as the investment vehicle
for variable annuity and life insurance contracts to be offered by separate
accounts of insurance companies which have entered into participation agreements
substantially identical this Agreement ("Participating Insurance Companies");
and
WHEREAS, the beneficial interest in the Investment Company is divided into
several series of shares, each designated a "Fund" and representing the interest
in a particular managed portfolio of securities and other assets; and
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940 Act, as amended (the
"1940 Act"), and the offering of its shares is registered under the Securities
Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Adviser is duly registered as an investment adviser under
the Investment Advisers Act of 1940 and any applicable state securities law; and
WHEREAS, the Insurance Companies have registered under the 1933 Act,
or will register under the 1933 Act, certain variable annuity or variable life
insurance contracts identified
by the form number(s) listed on Schedule B to this Agreement, as amended from
time to time hereafter by mutual written agreement of all the parties hereto
(the "Contracts"); and
WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the board of directors of the
relevant Insurance Company on the date shown for that Account on Schedule A, to
set aside and invest assets attributable to the Contracts; and
WHEREAS, the Insurance Companies have registered or will register each
Account as a unit investment trust under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Insurance Companies intend to purchase shares in the Funds at
net asset value on behalf of each Account to fund the Contracts;
NOW, THEREFORE, in consideration of their mutual promises, the Insurance
Companies, the Investment Company and the Adviser agree as follows:
ARTICLE I. Sale of Fund Shares
1.1 The Investment Company agrees to sell to the Insurance Companies
those shares of the fund which each Account orders, executing such orders on a
daily basis at the net asset value next computed after receipt by the Investment
Company or its designee of the order for the shares of the Investment Company.
For purposes of this Section 1.1, each of the Insurance Companies shall be the
designee of the Investment Company for receipt of such orders from the Accounts
and receipt by such designee shall constitute receipt by the Investment Company;
provided that the Investment Company receives notice of such order by 9:00 a.m.,
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Eastern Time on the next following Business Day. In this Agreement, "Business
Day" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Investment Company calculates it net asset value pursuant to
the rules of the Commission.
1.2 The Investment Company agrees to make its shares available for
purchase at the applicable net asset value per share by the Insurance Companies
and their Accounts on those days on which the Investment Company calculates its
Funds' net asset values pursuant to rules of the Commission. The Investment
Company shall use reasonable efforts to calculate its Funds' net asset values on
each day on which the New York Stock Exchange is open for trading.
Notwithstanding the foregoing, the trustees of the Investment Company 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 of
the Investment Company 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 that Fund.
1.3 The Investment Company agrees that shares of the Investment Company
will be sold
only to Account of Participating Insurance Companies. No shares of any Fund will
be sold to the general public.
1.4. The Investment Company will not sell its shares to any insurance
company or separate account unless an agreement containing provisions
substantially the same as Sections 2.4, 3.4, 3.5 and Sections 7.1 - 7.6 of this
Agreement is in effect to govern such sales.
1.5. The Investment Company agrees to redeem, on the Insurance
Companies' request, any full or fractional shares of the Investment Company
held by the Account, executing such requests on a daily basis at the net asset
value next computed after receipt by the Investment Company or its designee of
the request for redemption. However, if one or more Funds has determined to
settle redemption transactions for all of its shareholders on a delayed basis
(more than one business day, but in no event more than three Business Days,
after the date on which the redemption order is received, unless otherwise
permitted by an order of the Commission under Section 22(e) of the 1940 Act),
the Investment Company shall be permitted to delay sending redemption proceeds
to the Insurance Companies by the same number of days that the Investment
Company is delaying sending redemption proceeds to the other shareholders of the
Fund. The Investment Company shall not bear any responsibility whatsoever for
the proper disbursement to Contract owners or crediting of redemption proceeds
to Contract owner accounts; each of the Insurance Companies alone shall be
responsible for such action. For purposes of this Section 1.5, each of the
Insurance Companies shall be the designee of the Investment Company for receipt
of requests for redemption from the Accounts and receipt by that designee shall
constitute receipt by the Investment Company; provided that the Investment
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Company receives notice of the request for redemption by 9:00 a.m., Eastern
Time, on the next following Business Day.
1.6. The Insurance Companies agree to purchase and redeem the shares of
each Fund offered by the then-current prospectus of the Investment Company in
accordance with the provisions of that prospectus. The Insurance Companies agree
that all net amount available under the Contracts shall be invested in the
Insurance Companies' general account or the Investment Company or other open-end
management investment companies registered under the 1940 Act.
1.7. The Insurance Companies shall pay for Investment Company shares by
3:00 p.m., Eastern Time, on the next Business Day after an order to purchase
Investment Company shares is made in accordance with the provisions of Section
1.1. hereof. Payment shall be in federal funds transmitted by wire. For purposes
of Section 2.9 and 2.10, upon receipt by the Investment Company of the federal
funds so wired, such funds shall cease to be the responsibility of the Insurance
Companies and shall become the responsibility of the Investment Company. Payment
of net redemption proceeds (aggregate redemptions of a Fund's shares by an
Account minus aggregate purchases of that Fund's shares by that Account) of less
than $1 million for a given Business Day will be made by wiring federal funds to
the Insurance Companies on the next Business Day after receipt of the redemption
request. Payment of net redemption proceeds of $1 million or more will be by
wiring federal funds within three Business Days after receipt of the redemption
request.
1.8. Issuance and transfer of the Investment Company's shares will be by
book entry only. Stock certificates will not be issued to the Insurance
Companies or any Account. Shares ordered from the Investment Company will be
recorded in an appropriate title for each Account or the appropriate subaccount
of each Account.
1.9. The Investment Company shall use its best efforts to furnish same day
notice (by wire or telephone, followed by written confirmation) to the Insurance
Companies of any income, dividends or capital gain distributions payable on the
Funds' shares. The Insurance Companies hereby elect to receive all income
dividends and capital gain distributions payable on a Fund's shares in
additional shares of that Fund. The Insurance Companies reserve the right to
revoke this election and to receive all such income dividends and capital gain
distributions in cash. The Investment Company shall notify the Insurance
Companies of the number of shares issued as payment of dividends and
distributions.
1.10. The Investment Company shall make the net asset value per share for
each Fund available to the Insurance Companies 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 those per share net assets values available by 7:00
p.m., Eastern Time.
ARTICLE II. Representations, Warranties and Agreements
2.1. The Insurance Companies represent, warrant and agree that the
offerings of the Contracts are, or will be, registered under the 1933 Act; that
the Contracts will be issued and sold in compliance in all material respects
with all applicable federal and state laws and that the sale of the Contracts
shall comply in all material respects with applicable state insurance
suitability requirements. Each of the Insurance Companies further represents
that it is an insurance company duly organized and in good standing under
applicable law and that it has legally and validly established the Account
prior to any issuance or share thereof as a segregated asset account under the
Connecticut Insurance Code and has registered, or warrants and agrees that prior
to any issuance or sale of the Contracts it will register, the Account as a unit
investment trust in accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts.
2.2. The Investment Company warrants and agrees that Investment Company
shares sold pursuant to this Agreement shall be registered under the 1933 Act,
duly organized for issuance and sale in compliance with the laws of the State of
Delaware and all applicable federal securities laws and that the Investment
Company is and shall remain registered under the 1940 Act. The Investment
Company warrants and agrees that it shall amend the registration statement for
its shares under the 1933 Act and the 1940 Act from time to time as required in
order to effect the continuous offering of its shares. The Investment Company
shall register and qualify the shares for sale in accordance with the laws of
the various states only if and to the extent deemed advisable by the Investment
Company or the Adviser.
2.3. The Investment Company represents that it is currently qualified as a
Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), and warrants and agrees that it will make all reasonable
efforts to maintain its qualification (under Subchapter M or any successor or
similar provision) and that it will notify the Insurance Companies immediately
upon having a reasonable basis for believing that it has ceased to so qualify or
that it might not so qualify in the future.
2.4. Each of the Insurance Companies represents that the Contracts are
currently treated as annuity or life insurance contracts under applicable
provisions of the Code and warrants and agrees that it will make every effort to
maintain such treatment and that it will notify the Investment Company and the
Adviser immediately upon having a reasonable basis for believing that the
Contracts have ceased to be so treated or that they might not be so treated in
the future.
2.5. The Investment Company may elect to make payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act. To the extent
that it decides to finance distribution expenses pursuant to Rule 12b-1, the
Investment Company undertakes to have a board of trustees, a majority of whom
are not interested person of the Investment Company, formulate and approve any
plan under Rule 12b-1 to finance distribution expenses.
2.6. The Investment Company makes no representation warranties as to
whether any aspect of its operations (including, but not limited to, fees and
expenses and investment policies) complies or will comply with the insurance
laws or regulations of various states.
2.7. The Investment Company represents that it is lawfully organized and
validly existing under the laws of the State of Delaware and represents,
warrants and agrees that it does and will comply in all material respects with
the 1940 Act.
2.8. The Adviser represents that it is and warrants that it shall remain
duly registered as an investment adviser under all applicable federal and state
securities laws and agrees that it shall perform its obligations for the
Investment Company in compliance in all material respects with the laws of the
State of Delaware and any applicable state and federal securities laws.
2.9. The Investment Company and the Adviser represent and warrant that
all of their officers, employees, investment advisers, investment sub-advisers,
and other individuals or entities described in Rule 17g-1 under the 1940 Act
dealing with the money and/or securities of the Investment Company are, and
shall continue to be at all times, covered by a blanket fidelity bond or similar
coverage for the benefit of the Investment Company in an amount not less than
the minimum coverage required by Rule 17g-1 under the 1940 Act or related
provisions as may be promulgated from time to time. That fidelity bond shall
include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company.
2.10. Each of the Insurance Companies represents and warrants that all
of its officers, employees, investment advisers, and other individuals or
entities described in Rule 17g-1 under the 1940 Act are and shall continue to be
at all times covered by a blanket fidelity bond or similar coverage for the
benefit of the Investment Company, in an amount not less than the
minimum coverage required currently for entities subject to the requirements of
Rule 17g-1 of the 1940 Act or related provisions or may be promulgated from time
to time. The aforesaid bond shall include coverage for larceny and embezzlement
and shall be issued by a reputable bonding company.
2.11. Each of the Insurance Companies represents and warrants that it
will accurately report to the Investment Company the time of receipt of any
purchase, redemption or transfer order it receives as designee of the Investment
Company.
ARTICLE III. Disclosure Documents and Voting
3.1. The Adviser shall provide the Insurance Companies (at the Insurance
Companies' expense) with as many copies of the Investment Company's current
prospectus as the Insurance Companies may reasonably request. If requested by
the Insurance Companies in lieu thereof, the Investment Company shall provide
such documentation (including a final copy of the new prospectus as set in type
at the Investment Company's expense) and other assistance is reasonably
necessary in order for the Insurance Companies once each year (or more
frequently if the prospectus for the Investment Company is amended) to have the
prospectus for the Contracts and the Investment Company's prospectus printed
together in one document (at the Insurance Companies' expense).
3.2. The Investment Company's prospectus shall state at that the
Statement of Additional Information for the Investment Company (the "SAI") is
available from the Investment Company, and the Adviser (or the Investment
Company), at its expense, shall print and provide the SAI free of charge to the
Insurance Companies and to any owner of a Contract or prospective owner who
requests the SAI.
3.3. The Investment Company, at its expense, shall provide the Insurance
Companies with copies of its proxy material, reports to shareholders and other
communications to shareholders in such quantity as the Insurance Companies
shall reasonably require for distributing to Contract owners.
3.4. If and to the extent required by law, the Insurance Companies
shall:
(i) solicit voting instructions from contract owners;
(ii) vote the Investment Company shares in accordance with
instructions received from Contract owners; and
(iii) vote Investment Company shares for which no instructions
have been received in the same proportion as Investment Company
shares of that Fund for which instructions have been received;
so long as and to the extent that the Commission continues to interpret the 1940
Act to require
pass-through voting privileges for variable contract owners. Each of the
Insurance Companies reserves the right to vote Investment Company shares held in
any segregated asset account in its own right, to the extent permitted by law.
Participating Insurance Companies shall be responsible for assuring that each of
their separate accounts participating in the Investment Company calculates
voting privileges in a manner consistent with the provisions set forth above.
3.5. The Investment Company will comply with all provisions of the 1940
Act requiring voting by shareholders, and in particular the Investment Company
will either provide for annual meetings (except insofar as the Commission may
interpret Section 16 of the 1940 Act not to require such meetings) or, as the
Investment Company currently intends, comply with Section 16(c) of the 1940 Act
(although Investment Company is not one of the trusts described in Section 16(c)
of that Act) as well as the Sections 16(a) and, if and when applicable, 16(b).
Further, the Investment Company will act in accordance with the Commission's
interpretation of the requirements of Section 16(a) with respect to periodic
elections of trustees and with whatever rules the Commission may promulgate with
respect thereto.
ARTICLE IV. Sales Material and Information
4.1. The Insurance Companies shall furnish, or shall cause to be
furnished, to the Adviser or its designee, each piece of sales literature or
other promotional material in which the Investment Company, a sub-adviser of one
of the Funds, or the Adviser is named, at least fifteen calendar days prior to
its use. No such material shall be used if the Investment Company or its
designee objects to such use.
4.2. The Insurance Companies shall not give any information or make any
representations or statements on behalf of the Investment company or concerning
the Investment Company in connection with the sale of the Contracts other than
the information or representations contained in the Investment Company's
registration statement, prospectus or SAI, as that registration statement,
prospectus or SAI may be amended or supplemented from time to time, or in
reports or proxy statements for the Investment Company or its designee or by the
Adviser, except with the permission of the Investment Company or the Adviser.
4.3. The Investment Company, the Adviser, or its designee shall furnish,
or shall cause to be furnished, to each of the Insurance Companies or its
designee, each piece of sales literature or other promotional material in which
the Insurance Company or the Account is named at least fifteen calendar days
prior to its use. No such material shall be used if the Insurance Company or its
designee objects to such use within ten calendar days after receipt of that
material.
4.4. The Investment Company and the Adviser shall not give any
information or make any representations on behalf of the Insurance Companies or
concerning the Insurance Companies, any Account, or the Contracts other than the
information or representations contained in a registration statement, prospectus
or statement of additional information for the Contracts, as that registration
statement, prospectus or statement of additional information may be amended or
supplemented from time to time, or in published reports for any Account which
are in the public domain or approved by the Insurance Companies for distribution
to Contract owners, or in sales literature or other promotional material
approved by the Insurance Companies or the appropriate designee, except with the
permission of the Insurance Companies.
4.5. The Investment Company will provide to the Insurance Companies at
least one complete copy of each registration statement, prospectus, statement of
additional information, report, proxy statement, piece of sales literature or
other promotional material, application for exemption, request for no-action
letter, and any amendment to any of the above, that relate to the Investment
Company or its shares, contemporaneously with the filing of the document with
the Commission, the National Association of Securities Dealers, Inc. ("NASD"),
or other regulatory authorities.
4.6. The Insurance Companies will provide to the Investment Company at
least one complete copy of each registration statement, prospectus, statement of
additional information, report, solicitation for voting instructions, piece of
sales literature and other promotional material, application for exemption,
request for no-action letter, and any amendment to any of the above, that
relates to the Contracts or the Account, contemporaneously with the filing of
the document with the Commission, the NASD, or other regulatory authorities.
4.7. For purposes of this Article IV, the phrase Asales literature or
other promotional materials that includes, but is not limited to,
advertisements, newspaper, magazine, or other periodical, radio, television,
telephone or tape recording, videotape display, signs or billboards, motion
pictures, or other public media, sales literature (i.e., any written
communication distributed or made generally available to customers or the
public, including brochures, circulars research reports, market letters, form
letters, shareholders newsletters, seminar texts, reprints or excerpts of any
other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, statements of additional information shareholder reports, and
proxy materials.
4.8. At the request of any party to this Agreement, each other party
will make available to the other party's independent auditors and/or
representative of the appropriate regulatory agencies, all records, data and
access to operating procedures that may be reasonably requested.
ARTICLE V. Fees and Expenses
5.1. The Investment Company and the Adviser shall pay no fee or other
compensation to the Insurance Companies under this Agreement, except that if the
Investment Company or any Fund adopts and implements a plan pursuant to Rule
12b-1 to finance distribution expenses, the Adviser or the Investment Company
may make payments to the Insurance Companies in amounts consistent with that
12b-1 plan, subject to review by the trustees of the Investment Company. Nothing
in this Agreement precludes any payment pursuant to other agreements to or by
any party to this Agreement.
5.2. All expenses incident to performance by the Investment Company
under this Agreement shall be paid by the Investment Company. The Investment
Company shall see to it that any offering of its shares is registered and that
all of its shares are authorized for issuance in accordance with the applicable
federal law and, if and to the extent deemed advisable by the Investment Company
or the Adviser, in accordance with applicable state laws prior to their sale.
The Investment Company shall bear the cost of registration and qualification of
the Investment Company's shares, preparation and filing of the Investment
Company's prospectus and registration statement, proxy materials and reports,
setting the prospectus in type, setting in type and printing the proxy materials
and reports to shareholders, the preparation of all statements and notices
required by any federal or state law, and all taxes on the issuance or transfer
of the Investment Company's shares.
5.3. The Insurance Companies shall bear the expenses of registering the
Contracts, printing and distributing to Contract owners the Contract
prospectuses, and distributing to Contract owners the Investment Company's
prospectus, proxy materials and reports. The cost and expense of distributing
sales literature or other promotional material will be agreed to separately by
the parties hereto.
5.4. The Insurance Companies shall bear the responsibility and
correlative expense for administrative and support services for Contract owners.
The Adviser recognizes the Insurance Companies as the sole shareholders of
shares of the Investment Company issued under this Agreement.
ARTICLE VI. Diversification
6.1. The Investment Company will comply with Section 817(h) of the Code
and Treasury Regulation 1.817-5 relating to the diversification requirements for
variable annuity, endowment, modified endowment or life insurance contracts and
any amendments or other modifications to that Section or Regulation at all times
necessary to satisfy those requirements.
ARTICLE VII. Potential Conflicts
7.1. The trustees of the Investment Company will monitor the Investment
Company for the existence of any material irreconcilable conflict between the
interest of variable annuity contract owners and variable life insurance policy
owners of all separate accounts investing in the Investment Company. 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 interpretive 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 a Participating Insurance
Company to disregard the voting instructions of variable contract owners. The
trustees of the Investment Company shall promptly inform the Insurance Companies
if they determine that an irreconcilable material conflict exists and the
implications
thereof. The trustees of the Investment Company shall have sole authority to
determine whether an irreconcilable material conflict exists and their
determination shall be binding upon the Insurance Companies.
7.2 The Insurance Companies and the Adviser each will report promptly any
potential or existing conflicts of which it is aware to the trustees of the
Investment Company. The Insurance Companies and the Adviser each will assist the
trustees of the Investment Company in carrying out their responsibilities under
this Article VII by providing the trustees of the Investment Company will all
information reasonably necessary for them to consider any issues raised. This
includes, but is not limited to, an obligation by the Insurance Companies to
inform the trustees of the Investment Company whenever Contract owner voting
instructions are to be disregarded. These responsibilities shall be carried out
by the Insurance Companies with a view only to the interests of the Contract
owners and by the Adviser with a view only to the interests of Contract owners.
7.3 If it is determined by a majority of the trustees of the Investment
Company, or a majority of the trustees who are not interested persons of the
Investment Company, any of its Funds, or the Adviser (the "Independent
Trustees"), that a material irreconcilable conflict exists, the Insurance
Companies and/or other Participating Insurance Companies that have executed
participation agreements shall, at their 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: (1) withdrawing the assets allocable to some or
all of the separate accounts from the Investment Company or any Fund and
reinvesting those assets in a different investment medium, including (but not
limited to) another Fund of the Investment Company, or submitting the question
whether such segregation should be implemented to a vote of all affected
variable contract owners and, as appropriate, segregating the assets of any
appropriate group (e.g., 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
variable contract owners the option of making such a change; and (2)
establishing a new registered management investment company or managed separate
account and obtaining any necessary approvals or orders of the Commission in
connection therewith.
7.4 If a material irreconcilable conflict arises because of a decision by
the Insurance Companies to disregard Contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote, the
Insurance Companies may be required, at the Investment Company's election, to
withdraw the affected Account's investment in the Investment Company and
terminate this Agreement with respect to that Account; provided, however, that
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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 Investment Company gives written notice that this
provision is being implemented, and, until the end of that six month period, the
Investment Company shall continue to accept and implement orders by the
Insurance Companies for the purchase (and redemption) of shares of the
Investment
Company.
7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Insurance Companies
conflicts with the majority of other state regulators, then the Insurance
Companies will withdraw the affected Account's investment in the Investment
Company and terminate this Agreement with respect to that Account within six
months after the trustees of the Investment Company inform the Insurance
Companies in writing that they have determined that the state insurance
regulator's decision has created an irreconcilable material conflict; provided,
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however, that such withdrawal and termination shall be limited to the extent
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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 Investment Company shall continue to accept and implement orders by
the Insurance companies for the purchase (and redemption) of shares of the
Investment Company.
7.6. For purposes of sections 7.3 through 7.6 of this Agreement, a majority
of the Independent Trustees shall determine whether any proposed action
adequately remedies any irreconcilable material conflict, but in no event will
the Investment Company be required to establish a new funding medium for the
Contracts. The Insurance Companies shall not be required by Section 7.3 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 event that the trustees of the
Investment Company determine that any proposed action does not adequately remedy
any irreconcilable material conflict, then the Insurance Companies will withdraw
the Account's investment in the Investment Company and terminate this Agreement
within six (6) months after the trustees of the Investment Company inform the
Insurance Companies in writing of the foregoing determination, provided,
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however, that the withdrawal and termination shall be limited to the extent
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required by material irreconcilable conflict, as determined by a majority of the
Independent Trustees.
ARTICLE VIII. Indemnification
8.1. Indemnification by the Insurance Companies
8.1(a). The Insurance Companies agree to indemnify and hold harmless the
Investment Company and the Adviser and each trustee, officer, employee or agent
of the Investment Company and the Adviser, and each person, if any, who controls
the Investment Company or the Adviser within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this Section
8.1) against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Insurance Companies) or
litigation (including legal and other expenses) to which the Indemnified Parties
may become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale, acquisition, or
redemption of the Investment Company's shares or the Contracts and:
(i) 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 Contracts or contained in the Contracts or sales
literature for the Contracts (or any amendment or supplement to any of
the foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Insurance Companies by or on
behalf of the Investment Company for use in the registration statement
or prospectus for the Contracts or in the Contracts or sales literature
(or any amendment or supplement) or otherwise for use in connection with
the sale of the Contracts or shares of the Investment Company;
(ii) arise out of or as a result of statements or
representations (other than statements or representations contained in
the registration statement, prospectus or sales literature of the
Investment Company not supplied by the Insurance Companies, or persons
under its control) or wrongful conduct of the Insurance Companies or
persons under its control, with respect to the sale or distribution of
the Contracts or Investment Company shares;
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a registration statement,
prospectus, or sales literature of the Investment Company or any
amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading if such a
statement or omission was made in reliance upon information furnished in
writing to the Investment Company by or on behalf of the Insurance
Companies;
(iv) arise as a result of any failure by the Insurance Companies
to provide the services and furnish the materials under the terms of
this Agreement.
(v) arise out of or result from any material breach of any
representation, warranty or agreement made by the Insurance Companies in
this Agreement or arise out of or result from any other material breach
of this Agreement by the Insurance Companies; or
(vi) arise out of or result from negligence or wrongful conduct
in the Insurance Companies' administration or the Accounts or the
Contracts,
as limited by and in accordance with the provisions of Section 8.1(b) and 8.1(c)
hereof.
8.1(b). The Insurance Companies shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation incurred or assessed against an Indemnified Party that
may arise from that Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of that Indemnified Party's duties or by reason of
that Indemnified Party's reckless disregard of obligations or duties under this
Agreement or to the
Investment Company, whichever is applicable.
8.1(c). The Insurance Companies shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless that Indemnified Party shall have notified the Insurance Companies
in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon that Indemnified Party (or after the Indemnified Party shall have received
notice of such service on any designated agent). Notwithstanding the foregoing,
the failure of any Indemnified Party to give notice as provided herein shall not
relieve the Insurance Companies of their obligations hereunder except to the
extent that the Insurance Companies have been prejudiced by such failure to give
notice. In addition, any failure by the Indemnified Party to notify the
Insurance Companies of any such claim shall not relieve the Insurance Companies
from any liability which they may have to the Indemnified Party against whom the
action is brought otherwise than on account of this indemnification provision.
In case any such action is brought against the Indemnified Parties, the
Insurance Companies shall be entitled to participate, at their own expense, in
the defense of the action. The Insurance Companies also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action; provided, however, that if the Indemnified Party shall have reasonably
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concluded that there may be defenses available to it which are different from or
additional to those available to the Insurance Companies, the Insurance
Companies shall not have the right to assume said defense, but shall pay the
costs and expenses thereof (except that in no event shall the Insurance
Companies be liable for the fees and expenses of more than one counsel for
Indemnified Parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances). After notice from the Insurance Companies to the
Indemnified Party of the Insurance Companies' election to assume the defense
thereof, and in the absence of such a reasonable conclusion that there may be
different or additional defenses available to the Indemnified Party, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Insurance Companies will not be liable to that party
under this Agreement for any legal or other expenses subsequently incurred by
the party independently in connection with the defense thereof other than
reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the Insurance
Companies of the commencement of any litigation or proceedings against them in
connection with the issuance or sale of the Investment Company's shares or the
Contracts or the operation of the Investment Company.
8.2. Indemnification by the Adviser
8.2(a). The Adviser agrees to indemnify and hold harmless the Insurance
Companies and each of their directors, officers, employees or agents, and each
person, if any, who controls the Insurance Companies within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes
of this Section 8.2) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Adviser)
or litigation (including legal and other expenses) to which the Indemnified
Parties may
become subject under any statute, at common law or otherwise, insofar a such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
or settlements are related to the sale, acquisition, or redemption of the
Investment Company's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the
registration statement or prospectus or sales literature of the
Investment Company (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 any
Indemnified Party if the statement or omission or alleged statement or
omission was made in reliance upon and in conformity with information
furnished in writing to the Adviser or the Investment Company by or on
behalf of the Insurance Companies for use in the registration statement
or prospectus for the Investment Company or in sales literature (or any
amendment or supplement) or otherwise for use in connection with the
sale of the Contracts or Investment Company shares;
(ii) arise out of or as a result of statement or representations
(other than statements or representations contained in the registration
statement, prospectus or sales literature for the Contracts not supplied
by the Adviser or persons under its control) or wrongful conduct of the
Investment Company, the Adviser or persons under their control, with
respect to the sale or distribution of the Contracts or shares of the
Investment Company;
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a registration statement,
prospectus, or sales literature covering the Contracts, or any amendment
thereof or supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary
to make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished in
writing to the Insurance Companies by or on behalf of the Investment
Company;
(iv) arise as a result of any failure by the Investment Company
to provide the services and furnish the materials under the terms of
this Agreement (including a failure, whether unintentional or in good
faith or otherwise, to comply with the diversification requirements
specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any
representation, warranty or agreement made by the Adviser in this
Agreement or arise out of or result from any other material breach of
this Agreement by the Adviser;
as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.
8.2(b). The Adviser shall not be liable under this indemnification
provision with respect to any losses, claims, liabilities or litigation incurred
or assessed against an
Indemnified Party that may arise from the Indemnified Party's willful
misfeasance, has faith, or gross negligence in the performance of the
Indemnified Party's duties or by reason of the Indemnified Party's reckless
disregard of obligations and duties under this Agreement or to the Insurance
Companies or the Account, whichever is applicable.
8.2(c). The Adviser shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless the
Indemnified Party shall have notified the Adviser in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Indemnified Party (or after
the Indemnified Party shall have received notice of such service on any
designated agent). Notwithstanding the foregoing, the failure of any Indemnified
Party to give notice as provided herein shall not relieve the Adviser of its
obligations hereunder except to the extent that the Adviser has been prejudiced
by such failure to give notice. In addition, any failure by the Indemnified
Party to notify the Adviser of any such claim shall not relieve the Adviser from
any liability which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of this indemnification provision.
In case any such action is brought against the Indemnified Parties, the Adviser
will be entitled to participate, at its own expense, in the defense thereof. The
Adviser also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action, provided, however, that if the
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Indemnified Party shall have reasonably concluded that there may be defenses
available to it which are different from or additional to those available to the
Adviser, the Adviser shall not have the right to assume said defense, but shall
pay the costs and expenses thereof (except that in no event shall the Adviser be
liable for the fees and expenses of more than one counsel for Indemnified
Parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances). After notice from the Adviser to the Indemnified Party of the
Adviser's election to assume the defense thereof, and in the absence of such a
reasonable conclusion that there may be different or additional defenses
available to the Indemnified Party, the Indemnified Party shall bear the fees
and expenses of any additional counsel retained by it, and the Adviser will not
be liable to that party under this Agreement for any legal or other expenses
subsequently incurred by that party independently in connection with the
defense thereof other than reasonable costs of investigation.
8.2(d). The Insurance Companies agree to notify the Adviser promptly of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of the Account.
8.3 Indemnification by the Investment Company
8.3(a). The Investment Company agrees to indemnify and hold harmless the
Insurance Companies, and each of their directors, officers, employees and
agents, and each person, if any, who controls the Insurance Companies within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 8.3) against any and all losses, claims, damages,
liabilities (including legal and other expenses) to which the Indemnified
Parties may become subject under any statute, at common law or otherwise,
insofar as those
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
or settlements result from the gross negligence, bad faith or willful misconduct
of any trustee(s) of the Investment Company, are related to the operations of
the Investment Company and:
(i) arise as a result of any failure by the Investment Company to
provide the services and furnish the materials under the terms of this
Agreement (including a failure to comply with the diversification
requirements specified in Article VI of this Agreement); or
(ii) arise out of or result from any material breach of any
representation, warranty or agreement made by the Investment Company in
this Agreement or arise out of or result from any other material breach of
this Agreement by the Investment Company;
as limited by, and in accordance with the provisions of, Sections 8.3(b) and
8.3(c) hereof.
8.3(b). The Investment Company shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation incurred or assessed against an Indemnified Party that
may arise from the Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of the Indemnified Party's duties or by reason of
the Indemnified Party's reckless disregard of obligations and duties under this
Agreement or to the Insurance Companies, the Investment Company, the Adviser or
the Account, whichever is applicable.
8.3(c). The Investment Company shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless the Indemnified Party shall have notified the Investment Company in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon the
Indemnified Party (or after the Indemnified Party shall have received notice of
such service on any designated agent). Notwithstanding the foregoing, the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Investment Company of its obligations hereunder except to the extent
that the Investment Company has been prejudiced by such failure to give notice.
In addition, any failure by the Indemnified Party to notify the Investment
Company of any such claim shall not relieve the Investment Company from any
liability which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision. In case any
such action is brought against the Indemnified Parties, the Investment Company
will be entitled to participate, at its own expense, in the defense thereof.
The Investment Company also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the action; provided, however,
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that if the Indemnified Party shall have reasonably concluded that there may be
defenses available to it which are different from or additional to those
available to the Investment Company, the Investment Company shall not have the
right to assume said defense, but shall pay the costs and expenses thereof
(except that in no event shall the Investment Company be liable for the fees and
expenses of more than one counsel for Indemnified Parties in connection with any
one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances). After notice from
the Investment Company to the Indemnified
Party of the Investment Company's election to assume the defense thereof, and in
the absence of such a reasonable conclusion that there may be different or
additional defenses available to the Indemnified Party, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it, and
the Investment Company will not be liable to that party under this Agreement for
any legal or other expenses subsequently incurred by that party independently in
connection with the defense thereof other than reasonable costs of
investigation.
8.3(d). The Insurance Companies and the Adviser agree promptly to notify the
Investment Company of the commencement of any litigation or proceedings against
it or any of its respective officers or directors in connection with this
Agreement, the issuance or sale of the Contracts, the operation of the Account,
or the sale or acquisition of shares of the Investment Company.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and provisions hereof interpreted
under and in accordance with the laws of State of Connecticut.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934,
and 1940 Acts, and the rules and regulations and rulings thereunder, including
any exemptions from those statutes, rules and regulations the Commission may
grant and the terms hereof shall be interpreted and construed in accordance
therewith.
ARTICLE X. Termination
10.1. This Agreement shall terminate:
(a) at the option of any party upon ninety (90) days prior written
notice to the other parties; provided, however, such notice shall not be
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given earlier than ninety (90) days prior to the end of the initial two year
term of this Agreement; or
(b) at the option of the Insurance Companies to the extent that
shares of Fund(s) are not reasonably available to meet the requirements of
the Contracts as determined by the Insurance Companies, provided, however,
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that such a termination shall apply only to the Fund(s) not reasonably
available and the Investment Company shall have forty-five (45) days from
initial notification by the Insurance Companies of the deficiency to correct
such deficiency. Thereafter, prompt written notice of the election to
terminate for such cause shall be furnished by the Insurance Companies to
the Investment Company and the Adviser; or
(c) at the option of the Investment Company or the Adviser, in the
event that formal administrative proceedings are instituted against the
Insurance Companies by the NASD, the Commission, an Insurance commissioner
or any other regulatory body regarding the Insurance Companies' duties under
this Agreement or related to the sale of the Contracts, the operation of any
Account or the purchase of the Investment
Company's shares, provided, however, that the Investment Company 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
Insurance Companies to perform their obligations under this Agreement; or
(d) at the option of the Insurance Companies in the event that formal
administrative proceedings are instituted against the Investment Company or the
Adviser by the NASD, the Commission, or any state securities or insurance
department or any other regulatory body, provided, however, that the Insurance
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Companies determine in their sole judgement exercised in good faith, that any
such administrative proceedings will have a material adverse effect upon the
ability of the Investment Company or the Adviser to perform its obligations
under this Agreement; or
(e) at the option of the Insurance Companies, in the event any of the
Investment Company's shares are not registered, issued or sold in accordance
with applicable state and/or federal law or exemptions therefrom, or such law
precludes the use of those shares as the underlying investment media of the
Contracts issued by the Insurance Companies; or
(f) at the option of the Insurance Companies, if the Investment Company
ceases to qualify as a regulated investment company under Subchapter M of the
Code or under any successor or similar provision, or if the Insurance Companies
reasonably believe that the Investment Company may fail to so qualify; or
(g) at the option of the Investment Company if the Contracts are not
registered, issued or sold in accordance with applicable federal and/or state
law; or
(h) at the option of the Insurance Companies, if the Investment Company
fails to meet the diversification requirements specified in Article VI hereof;
or
(i) at the option of either the Investment Company or the Adviser, if (1)
the Investment Company or the Adviser, respectively, shall determine, in their
sole judgment reasonably exercised in good faith, that the Insurance Companies
have suffered a material adverse change in its business or financial condition
or is the subject of material adverse publicity and that material adverse change
or material adverse publicity will have a material adverse impact upon the
business and operations of either the Investment Company or the Adviser, (2) the
Investment Company or the Adviser shall notify the Insurance Companies in
writing of that determination and its intent to terminate this Agreement, and
(3) after considering the actions taken by the Insurance Companies and any other
changes in circumstances since the giving of such a notice, the determination of
the Investment Company or the Adviser shall continue to apply on the sixtieth
(60th) day following the giving of the notice, which sixtieth day shall be the
effective date of termination; or
(j) at the option of the Insurance Companies, if (1) the Insurance
Companies shall
determine, in their sole judgment reasonably exercise in good faith,
that either the Investment Company or the Adviser has suffered a
material adverse change in its business or financial condition or is the
subject to material adverse publicity and that material adverse change
or material adverse publicity will have a material adverse impact upon
the business and operations of the Insurance Companies, (2) the
Insurance Companies shall notify the Investment Company and the adviser
in writing of the determination and their intent to terminate the
Agreement, and (3) after considering the actions taken by the Investment
Company and/or the Adviser and any other changes in circumstances since
the giving of such a notice, the determination shall continue to apply
on the sixtieth (60th) day following the giving of the notice, which
sixtieth day shall be the effective date of termination; or
10.2. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 10.1(a) may be exercised for any
reason or for no reason.
10.3. No termination of this Agreement shall be effective unless and
until the party terminating this Agreement gives prior written notice to all
other parties to this Agreement of its intent to terminate, which notice shall
set forth the basis for the termination. Furthermore,
(a) in the event that any termination is based upon the
provisions of Article VII, or the provision of Section 10.1(a), 10.1(i),
or 10.1(j) of this Agreement, the prior written notice shall be given in
advance of the effective date of termination as required by those
provisions; and
(b) in the event that any termination is based upon the
provisions of Section 10.1(c), 10.1(d), 10.1(e), 10.1(f) or 10.1(h) of
this Agreement, the prior written notice shall be given at least ninety
(90) days before the effective date of termination.
10.4. Notwithstanding any termination of this Agreement, subject to
Section 1.2 of this Agreement and for so long as the Investment Company
continues to exist, the Investment Company and the Adviser shall at the option
of the Insurance Companies, continue to make available additional shares of the
Investment Company pursuant to the terms and conditions of this Agreement for a
period of up to one year, for all Contracts in effect on the effective date of
termination of this Agreement ("Existing Contracts"). Specifically, without
limitation, the owners of the Existing Contracts shall be permitted to
reallocate investments in Investment Company, redeem investments in the
Investment Company and/or invest in the Investment Company upon the making of
additional purchase payments under the Existing Contracts. The parties agree
that this Section 10.4 shall not apply to any terminations under Article VII and
the effect of Article VII terminations shall be governed by Article VII of this
Agreement.
10.5. The Insurance Companies shall not redeem Investment Company shares
attributable to the Contracts (as opposed to Investment Company shares
attributable to the Insurance Companies' assets held in the Account) except (i)
as necessary to implement Contract owner initiated transactions, or (ii) as
required by state and/or federal laws or regulations or
judicial or other legal precedent of general application (a "Legally Required
Redemption"). Upon request, the Insurance Companies will promptly furnish to the
Investment Company and the Advisor the opinion of counsel for the Insurance
Companies (which counsel shall be reasonably satisfactory to the Investment
Company and the Adviser) to the effect that any redemption pursuant to clause
(ii) above is a Legally Required Redemption. Furthermore, the Insurance
Companies shall not prevent new Contract owners from allocating payments to a
Fund that formerly was available under the Contracts without first giving the
Investment Company the Adviser 90 days notice of its intention to do so.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of that party set forth below or at such
other address as the other party may from time to time specify in writing.
If to the Investment Company: Pegasus Variable Funds
c/o First Chicago NBD
Investment Management Company
Three First National Plaza
00 Xxxx Xxxxxxx
Xxxx Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxx Xxxxx
If to the Insurance Companies: Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: General Counsel
Hartford Life and Annuity Insurance Company
000 xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: General Counsel
If to the Adviser: First Chicago NBD Investment Management Company
Three First National Plaza
00 Xxxx Xxxxxxx
Xxxx Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxx Xxxxx
ARTICLE XII. Miscellaneous
12.1 Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all
information reasonably identified as confidential in writing by any other party
hereto and, except as permitted by this Agreement, shall not disclose,
disseminate or utilize such names and addresses and other confidential
information without the express written consent of the affected party unless and
until that information may come into the public domain.
12.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.4. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
12.5. Each party hereto shall cooperate with each party and all appropriate
governmental authorities (including without limitation the Commission, the NASD
and state insurance regulators) and shall permit those authorities reasonable
access to its books and records in connection with any lawful investigation or
inquiry relating to this Agreement or the transactions contemplated hereby.
12.6. 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.
12.7. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns; provided that no party may
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assign this Agreement without the prior written consent of the others.
IN WITNESS WHEREOF, each of the parties hereto 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.
Insurance Companies:
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxx
-------------------------
Title: Executive Vice President
------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxx
-------------------------
Title: Executive Vice President
------------------------
Investment Company:
PEGASUS VARIABLE FUNDS
By: /s/ D' Xxx Xxxxx
----------------------------
Name: D' Xxx Xxxxx
--------------------------
Title: Treasurer
------------------------
Investment Adviser:
FIRST CHICAGO NBD INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
--------------------------
Title: Managing Director
------------------------
Schedule A
[Segregated Asset Accounts]
Name Date Established
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ICMG Registered Variable Life Separate Account One October 9,1995
Schedule B
[Registered Variable Contracts]
Name Form No.
---- --------
Pegasus Provider GVL95(P)
Endeavour I GVL95(P)
