AMENDMENT NO. 1
PARTICIPATION AGREEMENT
The Fund Participation Agreement (the "Agreement"), dated April 25, 2005, by and
among HARTFORD LIFE INSURANCE COMPANY ("Hartford"), a Connecticut corporation,
on its behalf and on behalf of each separate account set forth on Schedule A of
the Agreement as it may be amended from time to time (the "Separate Accounts"),
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS (the "Trust") and OPPENHEIMERFUNDS, INC. (the
"Adviser") is hereby amended as follows:
THE PARTIES AGREE THAT IN THE AGREEMENT "HARTFORD" SHOULD REFER TO HARTFORD LIFE
INSURANCE COMPANY AND NOT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY.
THE PARTIES AGREE THAT IN THE AGREEMENT "OVAF" SHOULD REFER TO XXXXXXXXXXX
VARIABLE ACCOUNT FUNDS AND NOT XXXXXXXXXXX VARIABLE ACCOUNTS TRUST.
SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH
THE ATTACHED SCHEDULE A:
IN WITNESS WHEREOF, the undersigned have hereunto set their respective hands and
seals as of the date first above written.
HARTFORD LIFE INSURANCE COMPANY
On its behalf and each Separate Account named in
Schedule A, as may be amended from time to time
By: [ILLEGIBLE]
--------------------------------------------------
Its Executive Vice President & Director of Indiv. Life
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By: [ILLEGIBLE]
-----------------------------------
Its
OPPENHEIMERFUNDS, INC.
By: [ILLEGIBLE]
-----------------------------------
[ILLEGIBLE]
Its Vice President
1
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT DATE ESTABLISHED
----------------------------------------------------------------------------------
Hartford Life Insurance Company Separate Account Three June 22, 1994
Hartford Life Insurance Company Separate Account VL I September 30, 1992
Hartford Life Insurance Company Separate Account XX XX September 30, 1994
2
AMENDMENT NO. 2
PARTICIPATION AGREEMENT
The Fund
Participation Agreement (the "Agreement"), dated April 25, 2005, by and
among HARTFORD LIFE INSURANCE COMPANY("Hartford"), a
Connecticut corporation, on
its behalf and on behalf of each separate account set forth on Schedule A of the
Agreement as it may be amended from time to time (the "Separate Accounts").
XXXXXXXXXXX VARIABLE ACCOUNTS TRUST (the "Trust") and OPPENHAIMERFUNDS, INC.
(the "Adviser") is hereby amended as follows:
SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH
THE ATTACHED SCHEDULE A.
IN WITNESS WHEREOF, the undersigned have hereunto set their respective hands and
seals as of the date first above written.
HARTFORD LIFE INSURANCE COMPANY
On its behalf and each Separate Account named in
Schedule A, as may be amended from time to time
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Its:
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By: [ILLEGIBLE]
-----------------------------------
Name: [ILLEGIBLE]
Its:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxx
Its:
1
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT DATE ESTABLISHED
----------------------------------------------------------------------------------
Hartford Life Insurance Company Separate Account Two June 2, 1986
Hartford Life Insurance Company Separate Account Three June 22, 1994
Hartford Life Insurance Company Separate Account VL I September 30, 1992
Hartford Life Insurance Company Separate Account XX XX September 30, 1994
2
AMENDMENT NO. 3
PARTICIPATION AGREEMENT
The Fund
Participation Agreement (the "Agreement"), dated April 25, 2005, as
amended, by and among Hartford Life Insurance Company ("Hartford"), Xxxxxxxxxxx
Variable Accounts Trust (the "Trust") and OppenheimerFunds, Inc. (the "Adviser")
is hereby amended as follows:
SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH
THE ATTACHED SCHEDULE A.
SCHEDULE B TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH
THE ATTACHED SCHEDULE B.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: May 1, 2008
HARTFORD LIFE INSURANCE COMPANY XXXXXXXXXXX VARIABLE ACCOUNTS TRUST
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------- ------------------------
Name: Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxx
Its: Senior Vice President Its: Treasurer
Date: 5/1/08 Date: 5/15/08
OPPENHEIMERFUNDS, INC.
By its authorized officer,
By: /s/ Xxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxxx
Its: Vice President
Date: 5/8/08
1
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT DATE ESTABLISHED
---------------------------------------------------------------------------
Hartford Life Insurance Company Separate Account Two June 2, 1986
Hartford Life Insurance Company Separate Account Three June 22, 1994
Hartford Life Insurance Company Separate Account Seven December 8, 1986
Hartford Life Insurance Company Separate Account VL I September 30, 1992
Hartford Life Insurance Company Separate Account XX XX September 30, 1994
2
SCHEDULE B
PARTICIPATING SERIES
- XXXXXXXXXXX CAPITAL APPRECIATION FUND SUB-ACCOUNT which purchases
Service shares of Xxxxxxxxxxx Capital Appreciation Fund/VA.
- XXXXXXXXXXX GLOBAL SECURITIES FUND SUB-ACCOUNT which purchases
Service shares of Xxxxxxxxxxx Global Securities Fund/VA.
- XXXXXXXXXXX MAIN STREET FUND SUB-ACCOUNT which purchases Service
shares of Xxxxxxxxxxx Main Street Fund(R)/VA.
- XXXXXXXXXXX MAIN STREET SMALL CAP FUND SUB-ACCOUNT which purchases
Service shares of Xxxxxxxxxxx Main Street Small Cap Fund(R)/VA.
- XXXXXXXXXXX MID CAP FUND SUB-ACCOUNT which purchases Service shares
of Mid Cap Fund Sub-Account.
- XXXXXXXXXXX VALUE which purchases Service shares of Xxxxxxxxxxx Value
Fund/VA.
3
AMENDMENT NO. 4
PARTICIPATION AGREEMENT
The Fund
Participation Agreement (the "Agreement"), dated April 25, 2005, as
amended, by and among Hartford Life Insurance Company ("Hartford"), Xxxxxxxxxxx
Variable Account Funds (the "Trust") and OppenheimerFunds, Inc. (the "Adviser")
is hereby amended as follows:
SCHEDULE B TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH
THE ATTACHED SCHEDULE B.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
This Amendment may be executed simultaneously in two or more counterparts, each
of which taken together shall constitute one and the same instrument.
Effective date: May 2, 2011
HARTFORD LIFE INSURANCE COMPANY XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx X Xxxxxxx By: /s/ Xxxxx Xxxxxxxx
------------------------------- ------------------------
Name: Xxxxxx X Xxxxxxx Name: Xxxxx Xxxxxxxx
Its: Vice President Product & Its: Assistant Treasurer
Marketing
Date: 4/29/11 Date: 4/27/11
OPPENHEIMERFUNDS, INC.
By its authorized officer,
By: /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Its:
Date: 4/19/11
1
SCHEDULE B
PARTICIPATING SERIES
SCHEDULE B shall be deemed to be automatically amended based on the list of
underlying funds (or series) of the Trust and the mutually acceptable classes of
shares thereof, if any, as reflected in Separate Account registration statements
for the Company as filed with the Securities and Exchange Commission from time
to time.
- XXXXXXXXXXX CAPITAL APPRECIATION FUND SUB-ACCOUNT which purchases
Service shares of Xxxxxxxxxxx Capital Appreciation Fund/VA.
- XXXXXXXXXXX GLOBAL SECURITIES FUND SUB-ACCOUNT which purchases
Service shares of Xxxxxxxxxxx Global Securities Fund/VA.
- XXXXXXXXXXX MAIN STREET FUND SUB-ACCOUNT which purchases Service
shares of Xxxxxxxxxxx Main Street Fund(R)/VA.
- XXXXXXXXXXX MAIN STREET SMALL- & MID-CAP FUND SUB-ACCOUNT which
purchases Service shares of Xxxxxxxxxxx Main Street Small- & Mid-Cap
Fund(R)/VA.
- XXXXXXXXXXX MID CAP FUND SUB-ACCOUNT which purchases Service shares
of Mid Cap Fund Sub-Account.
- XXXXXXXXXXX VALUE which purchases Service shares of Xxxxxxxxxxx Value
Fund/VA.
2
FUND
PARTICIPATION AGREEMENT
Among
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS,
OPPENHEIMERFUNDS, INC.,
And
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
TABLE OF CONTENTS
PAGE
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ARTICLE I. Series Shares 3
ARTICLE II. Representations and Warranties 8
ARTICLE III. Prospectuses, Reports to Shareholders and Proxy Statements; Voting 10
ARTICLE IV. Sales Material and Information 11
ARTICLE V. Diversification 12
ARTICLE VI. Potential Conflicts 12
ARTICLE VII. Indemnification 13
ARTICLE VIII. Applicable Law 19
ARTICLE IX. Termination 19
ARTICLE X. Notices 20
ARTICLE XI. Miscellaneous 21
SCHEDULE A Separate Accounts and Contracts 24
SCHEDULE B Participating Series 25
SCHEDULE C Allocation of Expenses 26
SCHEDULE D Format for NAV and Dividend Information 27
SCHEDULE E NSCC Processing Information 28
2
FUND
PARTICIPATION AGREEMENT
THIS AGREEMENT, effective as of this 25th day of April, 2005 by and among
Hartford Life and Annuity Insurance Company ("Hartford"), a
Connecticut
corporation, on its behalf and on behalf of each separate account set forth on
attached SCHEDULE A as it may be amended from time to time (the "Separate
Accounts"); Xxxxxxxxxxx Variable Accounts Trust (the "Trust"); and
OppenheimerFunds, Inc. (the "Adviser").
WHEREAS, the Trust engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established by insurance companies for life insurance policies and annuity
contracts; and
WHEREAS, the Trust intends to make available shares of its series set forth on
attached SCHEDULE B, as it may be amended from time to time by mutual agreement
of the parties (the "Series"), to the Separate Accounts of Hartford; and
WHEREAS, the Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and any applicable state securities laws and
serves as the investment adviser to the Series; and
WHEREAS, Hartford is an insurance company which has registered or will register
the variable annuities and/or variable life insurance policies funded through
the Separate Account under the Securities Act of 1933 (the "1933 Act") and the
Investment Company Act of 1940 (the "1940 Act"), unless exempt from such
registration, to be issued by Hartford for distribution (the "Contracts").
NOW, THEREFORE, in consideration of their mutual promises, Hartford, the Trust
and the Adviser agree as follows:
ARTICLE I. SERIES SHARES
1.1 The Trust agrees to make shares of the Series available for purchase by
Hartford on behalf of the Separate Accounts on each Business Day. The Trust will
execute orders placed for each Separate Account on a daily basis at the net
asset value of each Series next computed after receipt by the Trust, or its
designee, of such order as of the close of business on each Business Day.
A. For purposes of this Agreement, Hartford shall be the designee of the
Trust for receipt of orders from each Separate Account and receipt by
Hartford constitutes receipt by the Trust, provided that the Trust
receives notice of such orders by 9:30 a.m. (Eastern time) on the
next following Business Day.
3
B. For purposes of this Agreement, "Business Day" shall mean any day on
which the New York Stock Exchange is open for trading and on which
the Trust calculates the net asset value of each Series pursuant to
the rules of the Securities and Exchange Commission ("SEC"), as set
forth in the Series' prospectus.
1.2 The Board of Trustees of the Trust (the "Board"), acting in good faith and
in the exercise of its fiduciary responsibilities, may refuse to permit the
Trust to sell shares of any Series to any person, or suspend or terminate the
offering of shares of any Series if such action is required by law or by
regulatory authorities having jurisdiction over the sale of shares.
1.3 The Trust agrees that shares of the Trust or any of its Series will be sold
only to insurance companies for use in conjunction with variable life insurance
policies or variable annuities. No shares of the Trust or any of its Series will
be sold to the general public.
1.4 The Trust agrees to redeem for cash, at Hartford's request, any full or
fractional shares of the Series held by the Separate Accounts, on a daily basis
at the net asset value next computed after receipt by the Trust or its designee
of the request for redemption.
A. For the purposes of this Agreement, Hartford shall be the designee of
the Trust for receipt of redemption requests from each Separate
Account and receipt by Hartford constitutes receipt by the Trust,
provided that the Trust receives notice of the redemption request by
9:30 a.m. (Eastern time) on the next following Business Day. Hartford
agrees to submit such orders electronically through secured trading
systems as described on Schedule E to this Agreement or, if it is
unable to submit orders electronically. Hartford shall submit such
orders through manual transmissions using the procedures described in
Schedule E to this Agreement.
1.5 Except as otherwise provided herein, Hartford agrees that purchases and
redemptions of Series shares offered by the then current prospectus of the
Series shall be made in accordance with the provisions of the prospectus.
A. Hartford will place separate orders to purchase or redeem shares of
each Series. Each order shall describe the net amount of shares and
dollar amount of each Series to be purchase or redeemed.
B. In the event of net purchases, Hartford will pay for shares before
3:00 p.m. (Eastern time) on the next Business Day after receipt of an
order to purchase shares.
C. In the event of net redemptions, the Trust use its best efforts to
pay the redemption proceeds in federal funds transmitted by wire
before 3:00 p.m. (Eastern time) on the next Business Day after an
order to redeem Series shares is made. Payment shall be made within
the time period specified in the Series' prospectus,
4
provided, however, that in no event shall payment be delayed for a
greater period than is permitted by the 1940 Act. In the event that
the Trust does not pay for the Series shares that are redeemed on the
next Business Day after an order to redeem shares is made, then the
Trust shall apply any such delay in redemptions uniformly to all
record holders of shares of that Series.
1.6 Issuance and transfer of the Series' shares will be by book entry only.
Share certificates will not be issued to Hartford or any Separate Account.
Shares purchased will be recorded in an appropriate title for each Separate
Account or the appropriate sub-account of each Separate Account. The Trust shall
furnish to Hartford the CUSIP number assigned to each Series identified in
SCHEDULE B attached as may be amended from time to time.
1.7 The Trust shall notify Hartford on or before the ex-dividend date of any
dividends or capital gain distributions payable on the Series' shares (by wire
or telephone, followed by written confirmation). Hartford elects to reinvest all
such dividends and capital gain distributions in additional shares of that
Series. The Trust shall notify Hartford of the number of shares issued as
payment of dividends and distributions. Hartford reserves the right to revoke
this election and to receive all such dividends and capital gain distributions
in cash.
1.8 The Trust shall provide, in a form acceptable to Hartford, the net asset
value per share of each Series to Hartford on a daily basis as soon as
reasonably practical after the net asset value per share is calculated. The
Trust shall use its best efforts to make such net asset value per share
available by 6:30 p.m. Eastern time. Information specified in this Section and
Section 1.7 will be substantially in the form as set forth in attached SCHEDULE
D.
A. If the Trust provides materially incorrect share net asset value
information through no fault of Hartford, the Separate Accounts shall
be entitled to an adjustment with respect to the Series shares
purchased or redeemed to reflect the correct net asset value per
share.
B. Any material error in the calculation or reporting by the Trust of
net asset value per share, dividend or capital gain information shall
be reported promptly to Hartford upon discovery. The Trust shall
indemnify and hold harmless Hartford against any amount Hartford is
legally required to pay annuity or life insurance contract owners
that have selected a Series as an investment option ("Contract
owners"), and which amount is due to the Trust's or its agents'
material miscalculation and/or incorrect reporting of the daily net
asset value, dividend rate or capital gains distribution rate. The
Trust shall reimburse Hartford for any and all costs and expenses
that result from the Trust providing a materially incorrect share net
asset value. Hartford shall submit an invoice to the Trust or its
agents for such losses incurred as a result of the above which shall
be payable within sixty (60) days of receipt. Should a material
miscalculation by the Trust or its agents result in a gain to
Hartford, subject to the
5
immediately following sentence, Hartford shall immediately reimburse
the Trust, the applicable Series or its agents for any material losses
incurred by the Trust, the applicable Series or its agents as a result
of the incorrect calculation. Should a material miscalculation by the
Trust or its agents result in a gain to Contract owners, Hartford will
consult with the Trust or its designee as to what reasonable efforts
shall be made to recover the money and repay the Trust, the applicable
Series or its agents. Hartford shall then make such reasonable effort,
at the expense of the Trust or its agents, to recover the money and
repay the Trust, the applicable Series or its agents; provided,
however, Hartford shall not be obligated to initiate or otherwise
pursue any legal action or rights of set off against Contract owners
for any such reimbursements.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
1.9 The parties agree that the Contracts are not intended to serve as vehicles
for frequent transfers among the Funds in response to short-term stock market
fluctuations. The Trust and Hartford agree to cooperate with one another to
deter and detect transfer activity in the Funds where such activity occurs
through the Contracts and has been identified by either Hartford or the Trust as
abusive or following a "market timing" pattern ("Abusive Transfers").
A. 1. During the period from the effective date of this Agreement
through the final compliance date of Rule 22c-2 under the 1940 Act,
SEC Rel. No. IC-26782 (Mar. 11, 2005), as such Rule may be amended
from time to time ("Rule 22c-2") (currently, October 15, 2006, and
which date shall be referred to as the "Effective Date"). Hartford
agrees that it will use its best efforts to provide, promptly upon
request by the Trust, the Taxpayer Identification Number or other
identifying information contained in Hartford's records, of all
Contract Owners that purchased, redeemed, transferred, or exchanged
shares of the Funds, and the amount and dates of such purchases,
redemptions, transfers and exchanges. The parties acknowledge that
during this period, Hartford may be unable to provide such
information for each Contract Owner due to restrictions set forth in
one or more Contracts, Hartford privacy policies prevailing as of the
date hereof and/or limitations on Hartford's operational
capabilities. In using its best efforts to meet its obligations under
this Section 1.9.A.1., Hartford agrees to provide the same efforts
and resources it expends to track and/or collate "shareholder
information" (as such term is defined in Rule 22c-2) as it currently
expends to track such data for other investment options under the
Contracts, including, without limitation, Hartford's proprietary
investment options.
2. Effective as of the Effective Date, Hartford agrees to provide,
promptly upon request by the Trust, the Taxpayer Identification
Number or other identifying information contained in Hartford's
records, of all Contract Owners that purchased, redeemed,
transferred, or exchanged shares of the Funds, and the amount and
dates of such purchases, redemptions, transfers and exchanges.
6
B. The Trust agrees to notify Hartford of transfer activity that the
Trust deems to be Abusive Transfer activity.
1. During the period from the effective date of this Agreement
through the Effective Date, after receiving such notice from
the Trust, Hartford agrees that it will use its best efforts
to execute any instructions from the Trust to restrict or
prohibit further purchases or exchanges of Fund shares by a
Contract Owner who has been identified by the Trust as having
engaged in transactions of such shares held directly or
indirectly by Hartford that violate the Trust's policies
established for the purpose of eliminating or reducing
Abusive Transfers. The Trust and the Adviser acknowledge that
during this period, Hartford may be prohibited or restrained
from executing such instructions due to restrictions
contained in one or more Contracts or pursuant to applicable
state insurance laws and regulations. In using its best
efforts to meet its obligations under this Section 1.9.A.2.,
Hartford shall enforce such instructions to the same degree
that it enforces its own restrictions on Abusive Transfers.
2. Effective no later than the Effective Date, after receiving
such notice from the Trust, Hartford agrees that it will
execute any instructions from the Trust to restrict or
prohibit further purchases or exchanges of Fund shares by a
Contract Owner who has been identified by the Trust as having
engaged in transactions of such shares held directly or
indirectly by Hartford that violate the Trust's policies
established for the purpose of eliminating or reducing
Abusive Transfers.
3. Notwithstanding anything possibly to the contrary set forth
in this section 1.9B, until the Effective Date, Hartford
shall not be obligated to honor any instructions from the
Trust which (x) implement, or has the effect of implementing,
a restriction on trading, market timing policies, or any
other trading policy or procedure that is more restrictive,
as determined by Hartford in its reasonable discretion, than
Hartford's Abusive Trading Restrictions (which, for the
purposes hereof, shall refer to the restrictions on trading,
market timing policies, or any other trading policy or
procedure pertaining to "abusive transfers" described in the
registration statements for the Director M variable annuity
to be offered by the Hartford effective as of May 2, 2005),
(y) is illegal, or (z) exposes Hartford to regulatory
investigation or enforcement action pursuant to applicable
Contract restrictions or governing law, or otherwise causes
or results in Hartford having to bring or defend against a
civil action involving a Contract Owner with respect to the
enforcement of any Abusive Transfer restrictions or
instructions relating to the same.
C. Effective on or after the Effective Date, the Trust may offer Series
and/or share classes that impose redemption fees in certain
circumstances ("Redemption Fee Funds") and, with respect to such
Redemption Fee Funds offered through the Separate Accounts, Hartford
agrees to maintain required records and otherwise comply with Rule
22c-2 or any applicable regulation issued by the Securities and
Exchange Commission or other agency relating to the assessment and
collection of redemption fees by such Redemption Fee Funds.
7
D. The Trust and the Adviser represent that they will make a good faith
effort to furnish information to Hartford about the Trust not
otherwise available to Hartford which is required by state insurance
law to enable Hartford to obtain the authority needed to issue the
Contracts in any applicable state.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1 Hartford represents and warrants that:
A. The Contracts are or will prior to such Contract's investment in any
Series be registered under the 1933 Act and that the registrations
will be maintained to the extent required by law.
B. The Contracts will be issued in material compliance with all
applicable federal and state laws and regulations including without
limitation state insurance suitability requirements and will be sold
only by duly licensed and appointed parties with which Hartford
written agreements that require, among other things, that the sale of
the Contracts shall comply in all material respects with applicable
Conduct Rules of the National Association of Securities Dealers, Inc.
("NASD").
C. Hartford is duly organized and in good standing under applicable law.
D. Hartford has legally and validly established each Separate Account
prior to any issuance or sale as a segregated asset account under the
Connecticut Insurance Code and has registered or, prior to any
issuance or sale of the Contracts, will register and will maintain
the registration of each Separate Account as a unit investment trust
in accordance with the 1940 Act, unless exempt from such
registration.
E. Hartford has reviewed a copy of the Mixed and Shared Funding
Exemptive Order (as defined in Section 2.3 (D) below), and in
particular, has reviewed the conditions to the requested relief set
forth therein. Hartford agrees to be bound by the responsibilities of
a participating insurance company as set forth in the Mixed and
Shared Funding Exemptive Order, including without limitation the
requirement that Hartford report any potential or existing conflicts
of which it is aware to the Board. Hartford will assist the Board in
carrying out its responsibilities in monitoring such conflicts under
the Mixed and Shared Funding Exemptive Order, by providing the Board
in a timely manner with all information reasonably necessary for the
Board to consider any issues raised. This includes, but is not
limited to, an obligation by Hartford to inform the Board whenever
Contract owner voting instructions are disregarded and by confirming
in writing, at the Trust's request, that Hartford are unaware of any
such potential or existing material irreconcilable conflicts.
8
2.2 The Trust represents and warrants that:
A. Series shares sold pursuant to this Agreement shall be registered
under the 1933 Act and the regulations thereunder to the extent
required.
B. Series shares shall be duly authorized for issuance in accordance
with the laws of each jurisdiction in which shares will be offered.
C. Series shares shall be sold in material compliance with all
applicable federal and state securities laws and regulations.
D. The Trust is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required.
E. The Trust shall amend its registration statement under the 1933 Act
and the 1940 Act, from time to time, as required in order to effect
the continuous offering of the Series' shares.
2.3 The Trust and the Adviser represent and warrant that:
A. The Trust is duly organized and validly existing under the laws of
the state of its organization.
B. The Trust does and will comply in all material respects with the 1940
Act.
C. The Trust has obtained an order from the SEC granting participating
insurance companies and variable insurance product separate accounts
exemptions from the provisions of the 1940 Act, as amended, and the
rules thereunder, to the extent necessary to permit shares of the
Trust or its Series to be sold to and held by variable insurance
product separate accounts of both affiliated and unaffiliated life
insurance companies (the "Mixed and Shared Funding Order").
2.4 Hartford, the Trust and the Adviser each agree to notify the others
immediately upon having a reasonable basis for believing that any of these
representations and warranties are no longer true or accurate to a material
extent.
9
ARTICLE III. PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING
3.1 The Trust shall provide Hartford with the current prospectus(es),
statement(s) of additional information, proxy statements, annual reports and
semi annual reports of each Series (and no other series, provided that the
statement of additional information may combine disclosure for the Series with
other Series of the Trust), and any supplements or amendments to any of the
foregoing, for distribution to existing shareholders in the form of camera-ready
pdf electronic document files, all as Hartford may reasonably request, and such
other assistance as is reasonably necessary in order for Hartford to have any of
the prospectus(es), statement of additional information, proxy statements,
annual reports and semi annual reports of each Series (and no other series), and
any supplements or amendments to any of the foregoing, printed in combination
with such documents of other fund companies' and/or such documents for the
Contracts. Expenses associated with providing, printing and distributing such
documents shall be allocated in accordance with SCHEDULE C attached to this
Agreement.
3.2 The Trust or its designee will provide Hartford with sixty (60) days prior
written notice of any change for a Series, including but not limited to, (a)
fund objective changes, (b) anticipated fund mergers/substitutions, (c)
no-action or exemptive requests from the SEC, (d) fund name changes, (e) fund
adviser or sub-adviser changes; and/or (f) conditions or undertakings that
affect Hartford's rights or obligations hereunder. If the Trust fails to provide
Hartford with the required notice, the Trust will reimburse Hartford for all
reasonable expenses for facilitating the changes and for notifying Contract
owners.
3.3 The Trust will provide Hartford with copies of its proxy solicitations
applicable to the Series. Hartford will, to the extent required by law, (a)
distribute proxy materials applicable to the Series to eligible Contract owners,
(b) solicit voting instructions from eligible Contract owners, (c) vote the
Series shares in accordance with instructions received from Contract owners; and
(d) if required by law, vote Series shares for which no instructions have been
received in the same proportion as shares of the Series for which instructions
have been received.
A. To the extent permitted by applicable law, Hartford reserves the
right to vote Series shares held in any Separate Account in its own
right.
B. Unregistered separate accounts subject to the Employee Retirement
Income Security Act of 1974 ("ERISA") will refrain from voting shares
for which no instructions are received if such shares are held
subject to the provisions of ERISA.
10
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1 Hartford shall furnish, or shall cause to be furnished, to the Trust prior
to use, each piece of sales literature or advertising prepared by Hartford in
which the Trust, the Adviser or any of their respective affiliates (whose names
and affiliations are provided in writing to Hartford) is named or described. No
sales literature or advertising will be used if the Trust or the Adviser
reasonably objects to its use within ten (10) Business Days following receipt by
the Trust.
4.2 Hartford will not, without the express written permission of the Trust,
make any representations or statements on behalf of the Trust or concerning the
Trust in connection with the advertising or sale of the Contracts, other than
information or representations contained in: (a) the Trust's registration
statement or Series prospectus(es) as then in effect, (b) Series' annual and
semi annual reports to shareholders, (c) proxy statements for the Series, or,
(d) sales literature or other promotional material approved by the Trust.
4.3 The Trust shall furnish, or shall cause to be furnished, to Hartford prior
to use, each piece of sales literature or advertising prepared by the Trust in
which Hartford, the Contracts or Separate Accounts, are named or described. No
sales literature or advertising will be used if Hartford reasonably objects to
its use within ten (10) Business Days following receipt by Hartford.
4.4 Neither the Trust nor the Adviser will, without the permission of Hartford,
make any representations or statements on behalf of Hartford, the Contracts, or
the Separate Accounts or concerning Hartford, the Contracts or the Separate
Accounts, in connection with the advertising or sale of the Contracts, other
than the information or representations contained in: (a) the registration
statement or prospectus for the Contracts, (b) Separate Account reports to
shareholders, (c) in sales literature or other promotional material approved by
Hartford.
4.5. The Trust will provide to Hartford at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports to shareholders, proxy statements, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions and requests for no-action letters, and all amendments, that relate
to the Series or its shares.
4.6 Hartford will provide to the Trust, upon the Trust's request, at least one
complete copy of all registration statements, prospectuses, statements of
additional information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions, and
requests for no action letters, and all amendments, that relate to the
Contracts.
4.7 The Adviser hereby grants to Hartford a royalty-free, non-exclusive license
to use the names and logos for "Main Street" and "Xxxxxxxxxxx" in sales
literature and other
11
materials in connection with and for the duration of this Agreement and any
extensions or renewals thereof. Such license shall terminate immediately upon
termination of this Agreement, and in such event Hartford shall promptly take
whatever action may be necessary to discontinue any further use of the names and
logos "Main Street" and "Xxxxxxxxxxx" in any material produced by or on behalf
of Hartford. The names "Main Street" and "Xxxxxxxxxxx" may be used or licensed
by the Adviser in connection with any of its activities, or licensed by the
Adviser to any other party.
ARTICLE V. DIVERSIFICATION
5.1 The Trust and the Adviser represent and warrant that, at all times, each
Series will comply with Section 817(h) of the Code and all regulations
thereunder, relating to the diversification requirements for variable annuity,
endowment, or life insurance contracts and any amendments or other modifications
to such Section or regulations. The Trust and each Series is currently qualified
as a "regulated investment company" under Subchapter M of the Code. The Trust
and Adviser will make every effort to maintain such qualification and both
entities will notify Hartford immediately in writing upon having a reasonable
basis for believing that the Trust or any Series has ceased to qualify or that
the Trust or any Series might not qualify in the future. In the event that the
Trust or a Series ceases to so qualify, the Trust and the Adviser will take all
steps necessary to adequately diversify the affected Series so as to achieve
compliance within the grace period afforded by Treasury Regulation Section
1.817-5.
ARTICLE VI. POTENTIAL CONFLICTS
6.1 The Board will monitor the Series for the existence of any material
irreconcilable conflict between the interests of the Contract owners of all
separate accounts investing in the Series. The Board shall promptly inform
Hartford if it determines that an irreconcilable material conflict exists and
the implications thereof.
6.2 Hartford will report any potential or existing material irreconcilable
conflict of which it is actually aware to the Board. This includes, but is not
limited to, an obligation by Hartford to inform the Board whenever Contract
owner voting instructions are disregarded.
6.3 If it is determined by a majority of the Board, or a majority of its
independent Trustees, that a material irreconcilable conflict exists due to
issues relating to the Contracts, Hartford will, at its expense and to the
extent reasonably practicable, take whatever steps it can which are necessary to
remedy or eliminate the irreconcilable material conflict, including, without
limitation, withdrawal of the affected Separate Account's investment in the
Series. No charge or penalty will be imposed as a result of such withdrawal.
6.4 Hartford, at the request of the Adviser will, atleast annually, submit to
the Board such reports, materials or data as the Board may reasonably request so
that the Board
12
may fully carry out the obligations imposed upon them under this Agreement,
including without limitation information regarding Hartford's transactions in
share classes that have adopted a distribution plan under Rule 12b-1 under the
1940 Act. All reports received by the Board of potential or existing conflicts,
and all Board action with regard to determining the existence of a conflict, and
determining whether any proposed action adequately remedies a conflict, shall be
properly recorded in the minutes of the Board or other appropriate records, and
such minutes or other records shall be made available to the SEC upon request.
ARTICLE VII. INDEMNIFICATION
7.1 Indemnification by Hartford
A. Hartford agrees to indemnify and hold harmless the Adviser, the Trust
and each of their directors, Trustees or (if applicable), officers,
employees and agents and each person, if any, who controls the Trust
within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" and individually, an "Indemnified Party" for
purposes of this Section 7.1) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the
written consent of Hartford, which consent shall not be unreasonably
withheld) or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage, liability
or expense and reasonable legal counsel fees incurred in connection
therewith) (collectively, "Losses"), to which the Indemnified Parties
may become subject under any statute or regulation, or at common law
or otherwise, insofar as such Losses are related to the sale or
acquisition of Series shares or the Contracts and:
1. Arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
any federal or state filings regarding the Contracts made by
the Company, the Contracts themselves or in sales literature
or other promotional material generated or approved by
Hartford applicable to the Contracts or Separate Accounts (or
any amendment or supplement to any of the foregoing)
(collectively, "Company Documents" for the purposes of this
Article VII), or arise out of or are based upon the omission
or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, provided that this
indemnity shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission
was made in reliance upon and was accurately derived from
written information furnished to Hartford by or on behalf of
the Trust for use in Company Documents or otherwise for use
in connection with the sale of the Contracts or Series
shares; or
2. Arise out of or result from statements or representations
(other than statements or representations contained in and
accurately derived from the registration statement,
prospectus, statement of additional information or sales
literature or other promotional material of the Trust
applicable to the Series (or any amendment or supplement to
any of the foregoing) (collectively, "Trust Documents" for
purposes of this
13
Article VII)) or wrongful conduct of Hartford or persons under
its control, with respect to the sale or acquisition of the
Contracts or Series shares; or
3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Trust
Documents or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to
make the statements therein not misleading if such statement or
omission was made in reliance upon and accurately derived from
written information furnished to the Trust by or on behalf of
Hartford; or
4. Arise out of or result from any failure by Hartford to provide
the services or furnish the materials required under the terms
of this Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by Hartford in this
Agreement or arise out of or result from any other material
breach of this Agreement by Hartford.
B. Hartford shall not be liable under this indemnification provision with
respect to any Losses which are due to an Indemnified Party's willful
misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement or to
the Trust or the Adviser, whichever is applicable.
C. Hartford shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified Hartford in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received
notice of such service on any designated agent), but failure to notify
Hartford of any such claim shall not relieve Hartford 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,
Hartford shall be entitled to participate, at its own expense, in the
defense of such action. Hartford also shall be entitled to assume the
defense thereof, with counsel reasonably satisfactory to the party named
in the action. After notice from Hartford to such party of Hartford's
election to assume the defense thereof, the Indemnified Party shall bear
the fees and expenses of any additional counsel retained by it, and
Hartford 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.
D. The Indemnified Parties will promptly notify Hartford of the
commencement of any litigation or proceedings against them or any of
their officers or directors in connection with the issuance or sale of
the Series shares or the Contracts or the operation of the Trust.
14
7.2 Indemnification by the Adviser
A. The Adviser agrees to indemnify and hold harmless Hartford and each
of its directors, officers, employees and agents and each person, if
any, who controls Hartford within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" and individually,
an "Indemnified Party" for purposes of this Section 7.2) against any
and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Adviser, which consent
shall not be unreasonably withheld) or expenses (including the
reasonable costs of investigating or defending any alleged loss,
claim, damage, liability or expense and reasonable legal counsel fees
incurred in connection therewith) (collectively, "Losses"), to which
the Indemnified Parties may become subject under any statute or
regulation, or at common law or otherwise, insofar as such Losses are
related to the sale or acquisition of the Series shares or the
Contracts and:
1. Arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
any Trust Documents or arise out of or are based upon the
omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this
indemnity shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission
was made in reliance upon and was accurately derived from
written information furnished to the Trust or the Adviser, by
or on behalf of Hartford for use in Trust Documents or
otherwise for use in connection with the sale of the
Contracts or Series shares; or
2. Arise out of or result from statements or representations
(other than statements or representations contained in and
accurately derived from Company Documents) or wrongful
conduct of the Adviser or persons under its control, with
respect to the sale or distribution of the Contracts or
Series shares; or
3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company
Documents, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon and
accurately derived from written information furnished to
Hartford by or on behalf of the Adviser or the Trust; or
4. Arise out of or result from any failure by the Adviser to
provide the services or furnish the materials required under
the terms of this Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Adviser in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Adviser.
15
B. The Adviser shall not be liable under this indemnification provision
with respect to any Losses which are due to an Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to Hartford or the Separate Account,
whichever is applicable.
C. The Adviser shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless
such 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 such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated agent),
but failure 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 shall 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. After notice from the
Adviser to such party of its election to assume the defense thereof,
the Indemnified Party shall bear the expenses of any additional
counsel retained by it, and the Adviser 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.
D. The Indemnified Parties shall promptly notify the Adviser of the
commencement of any litigation or proceedings against them or any of
their officers or directors in connection with the issuance or sale
of the Contracts or the operation of a Separate Account.
7.3 Indemnification by the Trust
A. The Trust agrees to indemnify and hold harmless Hartford and each of
its directors, officers, employees and agents and each person, if
any, who controls Hartford within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" and individually,
an "Indemnified Party" for purposes of this Section 7.3) against any
and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Trust, which consent
shall not be unreasonably withheld) or expenses (including the
reasonable costs of investigating or defending any alleged loss,
claim, damage, liability or expense and reasonable legal counsel fees
incurred in connection therewith) (collectively, "Losses"), to which
the Indemnified Parties may become subject under any statute or
regulation, or at common law or otherwise, insofar as such Losses are
related to the sale or acquisition of the Series shares or the
Contracts and:
1. Arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
any Trust Documents or arise out of
16
or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,
provided that this indemnity shall not apply as to any
Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and
was accurately derived from written information furnished to
the Trust, the Adviser or an affiliate thereof by or on
behalf of Hartford for use in Trust Documents or otherwise
for use in connection with the sale of the Contracts or
Series shares; or
2. Arise out of or result from statements or representations
(other than statements or representations contained in and
accurately derived from Company Documents) or wrongful
conduct of the Trust or persons under its control, with
respect to the sale or distribution of the Contracts or
Series shares; or
3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company
Documents, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon and
accurately derived from written information furnished to
Hartford by or on behalf of the Trust; or
4. Arise out of or result from any failure by the Trust to
provide the services or furnish the materials required under
the terms of this Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Trust in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Trust; or
6. Arise out of a material error in the calculation or reporting
of net asset value per share, dividend or capital gain
information whether or not reported to Hartford; or
7. Arise out of any failure or inability of the Trust to pay for
the Series shares that are redeemed on the next Business Day
after a request to redeem shares is made in good order,
whether or not such delay in redemptions is applied uniformly
to all record holders of shares of that Series.
B. The Trust shall not be liable under this indemnification provision
with respect to any Losses which are due to an Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to Hartford or the Separate Account,
whichever is applicable.
C. The Trust shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Trust in writing
within a reasonable time after the summons or
17
other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or
after such Indemnified Party shall have received notice of such
service on any designated agent), but failure to notify the Trust
of any such claim shall not relieve the Trust 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 Trust shall be entitled to
participate, at its own expense, in the defense thereof. The
Trust also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After
notice from the Trust to such party of its election to assume the
defense thereof, the Indemnified Party shall bear the expenses of
any additional counsel retained by it, and the Trust 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.
D. The Indemnified Parties shall promptly notify the Trust of the
commencement of any litigation or proceedings against them or any of
their officers or directors in connection with the issuance or sale of
the Contracts or the operation of a Separate Account.
7.5 Any party seeking indemnification (the "Potential Indemnitee") will
promptly notify any party from whom they intend to seek indemnification (each a
"Potential Indemnitor") of all demands made and/or actions commenced against the
Potential Indemnitee which may require a Potential Indemnitor to provide such
indemnification. At its option and expense, a Potential Indemnitor may retain
counsel and control any litigation for which it may be responsible to indemnify
a Potential Indemnitee under this Agreement.
7.6 With respect to any claim, the parties shall cooperate with one another in
the defense of any claim. Regardless of which party defends a particular claim,
the defending party shall give the other parties written notice of any
significant development in the case as soon as practicable, and such other
parties, at all times, shall have the right to intervene in the defense of the
case.
7.7 If a party is defending a claim and indemnifying another party hereto, and:
(i) a settlement proposal is made by the claimant, or (ii) the defending party
desires to present a settlement proposal to the claimant, then the defending
party promptly shall notify the Indemnified Party of such settlement proposal
together with its counsel's recommendation. If the defending party desires to
enter into the settlement and the Indemnified Party fails to consent within
thirty (30) business days (unless such period is extended, in writing, by mutual
agreement of the parties hereto), then the Indemnified Party, from the time it
fails to consent forward, shall defend the claim and shall indemnify the
defending party for all costs associated with the claim which are in excess of
the proposed settlement amount.
18
Regardless of which party is defending the claim: (i) if a settlement requires
an admission of liability by the non-defending party or would require the
non-defending party to either take action (other than purely ministerial action)
or refrain from taking action (due to an injunction or otherwise) (a "Specific
Performance Settlement"), the defending party may agree to such settlement only
after obtaining the express, written consent of the non-defending party. If a
non-defending party fails to consent to a Specific Performance Settlement, the
consequences described in the last sentence of the first paragraph of this
Section 7.7 shall NOT apply.
7.8 The parties shall use good faith efforts to resolve any dispute concerning
this indemnification obligation. Should those efforts fail to resolve the
dispute, the ultimate resolution shall be determined in a DE NOVO proceeding,
separate and apart from the underlying matter complained of, before a court of
competent jurisdiction. Either party may initiate such proceedings with a court
of competent jurisdiction at any time following the termination of the efforts
by such parties to resolve the dispute (termination of such efforts shall be
deemed to have occurred thirty (30) days from the commencement of the same
unless such time period is extended by the written agreement of the parties).
The prevailing party in such a proceeding shall be entitled to recover
reasonable attorneys' fees, costs, and expenses.
ARTICLE VIII. APPLICABLE LAW
8.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of
Connecticut without giving
effect to the principles of conflicts of laws.
8.2 This Agreement, its terms and definitions, shall be subject to the
provisions of the 1933 Act, the Securities Exchange Act of 1934, and the 1940
Act, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant.
ARTICLE IX. TERMINATION
9.1 This Agreement shall continue in full force and effect until the first to
occur of:
A. Termination by any party for any reason upon six-months advance
written notice delivered to the other parties; or
B. Termination by Hartford by written notice to the Trust or the Adviser
with respect to any Series in the event any of the Series' shares are
not registered, issued or sold in accordance with applicable state
and/or federal law, or such law precludes the use of such shares as
the underlying investment medium of the Contracts issued or to be
issued by Hartford; or
19
C. Termination by Hartford upon written notice to the Trust with respect
to any Series in the event that such Series ceases to qualify as a
"regulated investment company" under Subchapter M of the Code or
under any successor or similar provision; or
D. Termination by Hartford upon written notice to the Trust with respect
to any Series in the event that the Trust fails to meet the
diversification requirements specified in Section 5.1 of this
Agreement; or
E. Termination upon mutual written agreement of the parties to this
Agreement; or
F. Termination pursuant to Section 1.9(C) above.
Each party will exercise reasonableness and good faith in assessing the basis
for termination, and will furnish prompt notice of the election to terminate and
an explanation of the basis for such termination.
9.2 Effect of Termination.
A. Notwithstanding any termination of this Agreement, the Trust shall,
at the option of Hartford, continue to make available additional
shares of the Series pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of
termination of this Agreement (the "Existing Contracts") unless such
further sale of Series shares is proscribed by law, regulation or
applicable regulatory body. Specifically, without limitation, the
owners of the Existing Contracts will be permitted to direct
allocation and reallocation of investments in the Series, redeem
investments in the Series and invest in the Series through additional
purchase payments.
B. Hartford agrees not to redeem Series shares attributable to the
Contracts except (i) as necessary to implement Contract owner
initiated or approved transactions, or (ii) as required by state
and/or federal laws or regulations or judicial or other legal
precedent of general application or (iii) as permitted by an order of
the SEC. Upon request, Hartford will promptly furnish to the Trust
the opinion of counsel for Hartford to the effect that any redemption
pursuant to clause (ii) above is a legally required redemption.
C. In addition to the foregoing, Article VII Indemnification shall
survive any termination of this Agreement.
ARTICLE X. NOTICES
10.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
20
If to the Trust:
Xxxxxxxxxxx Variable Account Funds
2 World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
If to the Adviser: With a copy to:
OppenheimerFunds, Inc. OppenheimerFunds, Inc.
2 World Financial Center 2 World Financial Center
000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Attention: President Attention: General Counsel
If to Hartford: With a copy to:
Hartford Life Insurance Co. Hartford Life Insurance Co.
000 Xxxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx, President Attn: Xxxx Xxxxxxx, Deputy General
Counsel
ARTICLE XI. MISCELLANEOUS
11.1 Each party will treat as confidential any and all "Nonpublic Personal
Financial Information" and all information reasonably expected to be treated as
confidential (collectively, "Confidential Information") and not release any
Confidential Information unless (a) the other party provides written consent to
do so; (b) a party is compelled to do so by court order, subpoena or comparable
request issued by any governmental agency, regulator or other competent
authority; or (c) permitted by applicable law. Each party shall safeguard
Confidential Information as required by applicable law and provide reasonable
confirmation upon request. As used above, (i) "Nonpublic Personal Financial
Information" shall refer to personally identifiable financial Information about
any prospective or then existing customer of Hartford including customer lists,
names, addresses, account numbers and any other data provided by customers to
the Hartford in connection with the purchase or maintenance of a product or
service that is not Publicly Available; and (ii) "Publicly Available" shall mean
any information that the disclosing party has a reasonable basis to believe is
lawfully made available to the general public from federal, state, or local
government records, widely distributed media, or disclosures made to the general
public that are required by federal, state, or local law.
21
11.2 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.
11.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
11.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
11.5 Each party shall cooperate with each other party and all appropriate
governmental authorities (including, without limitation, the SEC, the NASD and
state insurance regulators) and shell permit such authorities (and other
parties) reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
11.6 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.
11.7 This Agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties.
11.8 The waiver of, or failure to exercise, any right provided for in this
Agreement shall not be deemed a waiver of any further or future right under this
Agreement.
11.9 Each party hereby grants to other parties hereto upon reasonable prior
notice, the right, during normal business hours, to audit and inspect the other
party's books and records within its control relating to the matters and
services described in this Agreement at the inspecting party's sole cost and
expense.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in as name and on its behalf by its duly authorized representative as of the
date specified above.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
On its behalf and each Separate Account named in
Schedule A, as may be amended from time to time
By: /s/ [ILLEGIBLE]
----------------------------------
Its Vice President
22
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By: /s/ [ILLEGIBLE]
----------------------------------
Its Assistant Vice President
OPPENHEIMERFUNDS, INC.
By: /s/ [ILLEGIBLE]
----------------------------------
Its Vice President
23
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT AND DATE ESTABLISHED
Separate Account Three 6/22/94
24
SCHEDULE B
PARTICIPATING SERIES
- XXXXXXXXXXX AGGRESSIVE GROWTH FUND SUB-ACCOUNT which purchases Service
Shares of Xxxxxxxxxxx Aggressive Growth Fund/VA
- XXXXXXXXXXX CAPITAL APPRECIATION FUND SUB-ACCOUNT which purchases Service
Shares of Xxxxxxxxxxx Capital Appreciation Fund/VA
- XXXXXXXXXXX GLOBAL SECURITIES FUND SUB-ACCOUNT which purchases Service
Shares of Xxxxxxxxxxx Global Securities Fund/VA
- XXXXXXXXXXX MAIN STREET FUND SUB-ACCOUNT which purchases Service Shares of
Xxxxxxxxxxx Main Street Fund(R)/VA
- XXXXXXXXXXX MAIN STREET SMALL CAP FUND SUB-ACCOUNT which purchases Service
Shares of Xxxxxxxxxxx Main Street Small Cap Fund(R)/VA
25
SCHEDULE C
ALLOCATION OF EXPENSES
PAID BY HARTFORD PAID BY THE TRUST
--------------------------------------------------------------------------------------------------------------------
Preparing and filing the Separate Account's registration Preparing and filling the Trust's registration statement
statement
Text composition for Separate Account prospectus and Text composition for Series prospectuses and supplements
supplements
Text alterations of Separate Account prospectus and Text alterations of Series prospectuses and supplements
supplements
Printing Separate Account prospectuses and supplements Providing Series prospectus and supplements for use with
for use with prospective Contract owners; existing Contract owners via .pdf or other camera-ready
Printing Series prospectuses and Supplements for use with document files of such documents and printing such
prospective Contract owners documents for use with existing Contract owners (1)
Text composition and printing of Separate Account Text composition and printing of Trust statement of
statement of additional information additional information for existing contract owners (1)
Mailing and distributing Separate Account prospectuses, Mailing and distributing Series prospectuses, supplements
supplements and statement of additional information to and statement of additional information to existing
existing Contract owners as required by applicable law; Contract owners (1)
Mailing and distributing Separate Account prospectuses Printing, mailing and distributing Series and Separate
and supplements to prospective Contract owners; Account supplements and other communications related to
Mailing and distributing Series prospectuses and fund substitutions, fund closings, fund mergers and other
supplements and statements of additional information to similar fund transactions
prospective Contract owners
Text composition of any annual and semi-annual reports of Text composition of annual and semi-annual reports of the
the Separate Account, printing, mailing, and distributing Series, printing, mailing, and distributing annual and
any annual and semi-annual reports of the Separate semi-annual reports of the Series to existing Contract
Account owners (1)
Text composition, printing, mailing, distributing, and Text composition, printing, mailing, distributing, and
tabulation of proxy statements and voting instruction tabulation of proxy statements and voting instruction
solicitation materials to Contract owners with respect to solicitation materials to Contract owners with respect to
proxies sponsored by the Separate Accounts proxies sponsored by the Series or the Trust
------------
(1) Hartford may choose to print the Series' prospectus(es), statement of
additional information, and its semi annual and annual reports, or any of
such documents, in combination with such documents of other fund companies.
In this case, the Trust's share of the total expense for printing and
delivery of the combined materials shall be determined pro-rata based upon
the page count of the Series' documents as compared to the total page count
for the combined materials containing all other funds offered under the
Contracts. Invoices for payments by the Trust shall be delivered to the
Trust no later than 90 days after completion of printing or mailing, as
applicable, of the document(s).
26
SCHEDULE D
FORMAT FOR NAV AND DIVIDEND INFORMATION
Please provide the following information when sending the nightly NAV and
Dividend Distribution Date Fax/Email:
Mutual Fund Company Name
Pricing Company Name
Fund Name (no abbreviations)
Fund Number
NAV
NAV Change from Prior Day
Prior Day NAV
Ordinary Dividend Distribution
Ordinary Dividend Distribution Change from Prior Day
Short Term Cap Gain Distribution
Short Term Cap Gain Distribution Change from Prior Day
Long Term Cap Gain Distribution
Long Term Cap Gain Distribution Change from Prior Day
Pricing Contact Name and Phone Number
Distribution Data Contact Name and Phone Number
Emergency after hours Name & Phone Number
27
SCHEDULE E
NSCC PROCEDURES
Subject to the terms and conditions of this Agreement, Hartford shall be
appointed to, and agrees to act, as a limited agent of Trust for the sole
purpose of receiving instructions from authorized parties as defined by the
Contracts for the purchase and redemption of Fund shares prior to the close of
regular trading each Business Day. A "Business Day" is defined in Article 1.1(B)
of the Agreement. Except as particularly stated in this paragraph, Hartford
shall have no authority to act on behalf of Trust or to incur any cost or
liability on its behalf.
Until such time as Trust and Hartford are able to utilize the National
Securities Clearing Corporation ("NSCC") Defined Contribution Clearing and
Settlement ("DCC&S") Fund/SERV system: Trust will use its best efforts to
provide to Hartford or its designated agent closing net asset value, change in
net asset value, dividend or daily accrual rate information and capital gain
information by 6:30 p.m. Eastern Time each Business Day. Hartford or its agent
shall use this data to calculate unit values. Unit values shall be used to
process the same Business Day's contract transactions. Orders derived from, and
in amounts equal to, instructions received by Hartford prior to the Close of
Trading on the New York Stock Exchange on any Business Day ("Day 1") shall be
transmitted without modification (except for netting or aggregating such orders)
to Trust by 9:30 a.m. Eastern Time on the next Business Day. Such trades will be
effected at the net asset value of each Fund's shares calculated as of the Close
of Trading on Day 1. Trust will not accept any order made on a conditional basis
or subject to any delay or contingency.
Until such time as Trust and Hartford are able to utilize the DCC&S Fund/SERV
system, each party shall, as soon as practicable after transmittal of an
Instruction or confirmation, verify the other party's receipt of such
instruction or confirmation, and in the absence of such verification such a
party to whom an instruction or confirmation is sent shall not be liable for any
failure to act in accordance with such instruction or confirmation, and the
sending party may not claim that such an instruction or confirmation was
received by the other. Each party shall notify the other of any errors,
omissions or interruptions in, or delay or unavailability as promptly as
possible.
a) For those purchase orders not transmitted via the DCC&S Fund/SERV
system, Hartford shall complete payment to Trust or its designated
agent in federal funds no later than 3:00 P.M. on the Business Day
following the day on which the instructions are treated as having
been received by Trust pursuant to this Agreement.
b) For those redemption orders not transmitted via the DCC&S Fund/SERV
system, Trust or its designated agent shall initiate payment in
federal funds no later than 3:00 P.M. on the Business Day following
the day on which the instructions are treated as having been received
by Trust pursuant to this Agreement.
28
At such time as Trust and Hartford are able to transmit information via the
NSCC's DCC&S Fund/SERV System:
a) Orders derived from, and in amounts equal to, instructions received
by Hartford prior to the Close of Trading on Day 1 shall be
transmitted without modification (except for netting and aggregation
of such orders) via the NSCC's DCC&S Fund/SERV system to Trust no
later than 9:30 a.m. Eastern Time on the Next Business Day. Such
trades will be effected at the net asset value of each Fund's shares
calculated as of the Close of Trading on Day 1.
b) Trust and Hartford shall mutually agree there may be instances when
orders shall be transmitted to Trust via facsimile no later than 9:30
a.m. rather than through the DCC&S Fund/SERV system. In such
instances, such orders shall be transmitted to Trust via facsimile no
later than 9:30 a.m. Eastern Time on the next Business Day.
c) With respect to purchase and redemption orders received by Trust on
any Business Day for any Fund, within the time limits set forth in
this Agreement, settlement shall occur consistent with the
requirements of DCC&S Fund/SERV system.
At such time as Trust and Hartford are able to transmit information via the
DCC&S Fund/SERV system: Trust or its designated agent shall send to Hartford,
via the DCC&S Fund/SERV system, verification of net purchase or redemption
orders or notification of the rejection of such orders ("Confirmations") on each
Business Day for which Hartford has transmitted such orders. Such confirmations
shall include the total number of shares of each Fund held by Hartford following
such net purchase or redemption. Trust, or its designated agent, shall submit in
a timely manner, such confirmations to the DCC&S Fund/SERV system in order for
Hartford to receive such confirmations no later than 11:00 a.m. Eastern Time the
next Business Day. Trust or its designated agent will transmit to Hartford via
DCC&S NETWORKING system those Networking activity files reflecting account
activity. In addition, within five (5) Business Days after the end of each
month, Trust or its affiliate will send Hartford a statement of account which
shall confirm all transactions made during that particular month in the account.
29
AMENDMENT NO. 1
PARTICIPATION AGREEMENT
The Fund Participation Agreement (the "Agreement"), dated April 25, 2005, by and
among HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("Hartford"), a
Connecticut
corporation, on its behalf and on behalf of each separate account set forth on
Schedule A of the Agreement as it may be amended from time to time (the
"Separate Accounts"), XXXXXXXXXXX VARIABLE ACCOUNT FUNDS (the "Trust") and
OPPENHEIMERFUNDS, INC. (the "Adviser") is hereby amended as follows:
SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH
THE ATTACHED SCHEDULE A:
THE PARTIES AGREE THAT IN THE AGREEMENT "OVAF" SHOULD REFER TO XXXXXXXXXXX
VARIABLE ACCOUNT FUNDS AND NOT XXXXXXXXXXX VARIABLE ACCOUNTS TRUST.
IN WITNESS WHEREOF, the undersigned have hereunto set their respective hands and
seals as of the date first above written.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
On its behalf and each Separate Account named in
Schedule A, as may be amended from time to time
By: [ILLEGIBLE]
-----------------------------------
Its Executive vice President & Director
Indiv. Life Division
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By: [ILLEGIBLE]
----------------------------
Its
OPPENHEIMERFUNDS, INC.
By: [ILLEGIBLE]
----------------------------
[ILLEGIBLE]
Its Vice President
1
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT DATE ESTABLISHED
--------------------------------------------------------------------------------------------
Hartford Life and Annuity Insurance Company Separate Account Three June 22, 1994
Hartford Life and Annuity Insurance Company Separate Account VL I June 8, 1995
Hartford Life and Annuity Insurance Company Separate Account XX XX September 30, 1994
2
AMENDMENT NO. 2
PARTICIPATION AGREEMENT
The Fund Participation Agreement (the "Agreement"), dated April 25, 2005, as
amended, by and among Hartford Life and Annuity Insurance Company ("Hartford"),
Xxxxxxxxxxx Variable Accounts Trust (the "Trust") and OppenheimerFunds, Inc.
(the "Adviser") is hereby amended as follows:
SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH
THE ATTACHED SCHEDULE A.
SCHEDULE B TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH
THE ATTACHED SCHEDULE B.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: May 1, 2008
HARTFORD LIFE INSURANCE COMPANY XXXXXXXXXXX VARIABLE ACCOUNTS TRUST
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------- ------------------------
Name: Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxx
Its: Senior Vice President Its: Treasurer
Date: 5/1/08 Date: [ILLEGIBLE]
OPPENHEIMERFUNDS, INC.
By its authorized officer,
By: /s/ Xxxxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxx
Its: Vice President
Date: 5/8/08
1
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT DATE ESTABLISHED
-------------------------------------------------------------------------------------------------
Hartford Life and Annuity Insurance Company Separate Account Three June 22, 1994
Hartford Life and Annuity Insurance Company Separate Account Seven April 1, 1999
Hartford Life and Annuity Insurance Company Separate Account VL I June 8, 1995
Hartford Life and Annuity Insurance Company Separate Account XX XX September 30, 1994
2
SCHEDULE B
PARTICIPATING SERIES
- XXXXXXXXXXX CAPITAL APPRECIATION FUND SUB-ACCOUNT which purchases Service
shares of Xxxxxxxxxxx Capital Appreciation Fund/VA.
- XXXXXXXXXXX GLOBAL SECURITIES FUND SUB-ACCOUNT which purchases Service
shares of Xxxxxxxxxxx Global Securities Fund/VA.
- XXXXXXXXXXX MAIN STREET FUND SUB-ACCOUNT which purchases Service shares of
Xxxxxxxxxxx Main Street Fund(R)/VA.
- XXXXXXXXXXX MAIN STREET SMALL CAP FUND SUB-ACCOUNT which purchases Service
shares of Xxxxxxxxxxx Main Street Small Cap Fund(R)/VA.
- XXXXXXXXXXX MID CAP FUND SUB-ACCOUNT which purchases Service shares of Mid
Cap Fund Sub-Account.
- XXXXXXXXXXX VALUE which purchases Service shares of Xxxxxxxxxxx Value
Fund/VA.
3
AMENDMENT NO. 3
PARTICIPATION AGREEMENT
The Fund Participation Agreement (the "Agreement"), dated April 25, 2005, as
amended, by and among Hartford Life and Annuity Insurance Company ("Hartford"),
Xxxxxxxxxxx Variable Account Funds (the "Trust") and OppenheimerFunds, Inc. (the
"Adviser") is hereby amended as follows:
SCHEDULE B TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH
THE ATTACHED SCHEDULE B.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
This Amendment may be executed simultaneously in two or more counterparts, each
of which taken together shall constitute one and the same instrument.
Effective date: May 2, 2011
HARTFORD LIFE INSURANCE COMPANY XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx X Xxxxxxx By: /s/ Xxxxx Xxxxxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx X Xxxxxxx Name: Xxxxx Xxxxxxxx
Its: Vice President Product and Its: Assistant Treasurer
Marketing
Date: 4/29/11 Date: 4/27/11
OPPENHEIMERFUNDS, INC.
By its authorized officer,
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Its:
Date: 4/19/11
1
SCHEDULE B
PARTICIPATING SERIES
SCHEDULE B shall be deemed to be automatically amended based on the list of
underlying funds (or series) of the Trust and the mutually acceptable classes of
shares thereof, if any, as reflected in Separate Account registration statements
for the Company as filed with the Securities and Exchange Commission from time
to time.
- XXXXXXXXXXX CAPITAL APPRECIATION FUND SUB-ACCOUNT which purchases
Service shares of Xxxxxxxxxxx Capital Appreciation Fund/VA.
- XXXXXXXXXXX GLOBAL SECURITIES FUND SUB-ACCOUNT which purchases
Service shares of Xxxxxxxxxxx Global Securities Fund/VA.
- XXXXXXXXXXX MAIN STREET FUND SUB-ACCOUNT which purchases Service
shares of Xxxxxxxxxxx Main Street Fund(R)/VA.
- XXXXXXXXXXX MAIN STREET SMALL- & MID-CAP FUND SUB-ACCOUNT which
purchases Service shares of Xxxxxxxxxxx Main Street Small- & Mid-Cap
Fund(R)/VA.
- XXXXXXXXXXX MID CAP FUND SUB-ACCOUNT which purchases Service shares
of Mid Cap Fund Sub-Account.
- XXXXXXXXXXX VALUE which purchases Service shares of Xxxxxxxxxxx Value
Fund/VA.
2
