HARTFORD HLS SERIES FUND II, INC.
SHARE PURCHASE AGREEMENT
HARTFORD LIFE INSURANCE COMPANY ("HL"), a Connecticut Corporation, as
Sponsor-Depositor, now and in the future, of certain separate accounts
("Separate Accounts"), and issuer of certain variable annuity and variable life
insurance contracts (the "Contracts") issued with respect to such Separate
Accounts hereby agrees as of the 21st day of April, 2003 with HARTFORD HLS
SERIES FUND II, INC. (the "Fund"), an open-end, diversified, management
investment company, to this Share Purchase Agreement, which contemplates an
arrangement whereby Fund shares shall be made available to serve as the
underlying investment media for the Contracts, subject to the following
provisions:
1. Fund shares shall be purchased at the net asset value applicable to each
order as established in accordance with the provisions of the then
currently effective prospectus of the Fund. Fund shares shall be ordered in
such quantity and at such times as determined by HL (or its successor) to
be necessary to meet the requirements of the Contracts. Confirmations of
Fund share purchases will be sent directly to HL by the Fund. All Fund
share purchases shall be maintained in a book share account in the name of
HL. Payment for shares shall be made directly to the Fund by HL and payment
for redemption shall be made directly to HL by the Fund, all within the
applicable time periods allowed for settlement of securities transactions.
If payment is not received by the Fund within such period, the Fund may,
without notice, cancel the order and hold HL responsible for any loss
suffered by the Fund resulting from such failure to receive timely payment.
Notice shall be furnished promptly to HL by the Fund of any dividend or
distribution payable on Fund shares.
2. (a) The Fund represents that its shares are registered under the Securities
Act of 1933, as amended, and that all appropriate federal and state
registration provisions have been complied with as to such shares and that
such shares may properly be made available for the purposes of this
Agreement. The Fund shall bear the cost of any such registration, as well
as the expense of any taxes assessed upon the issuance or transfer of Fund
shares pursuant to this Agreement.
(b) The Fund shall supply to HL, in a timely manner and in a sufficient
number to allow distribution by HL to each owner of or participant under a
Contract (i) annual and semiannual reports of the Fund's condition, and
(ii) any other Fund shareholder notice, report or document required by law
to be delivered to shareholders. The Fund shall bear the cost of preparing
and supplying the foregoing materials and the cost of any distribution
thereof.
(c) HL represents that it has registered or will register under the
Securities Act of 1933, as amended and the Investment Company Act of 1940,
as amended (the "1940 Act"), unless exempt from such registration, the
Contracts. HL will
maintain such registrations to the extent required by law. The Contracts
will be issued in compliance with all applicable federal and state laws and
regulations.
(d) HL 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.
3. HL shall not make any representation concerning Fund shares except those
contained in the then current prospectus of the Fund and in printed
information subsequently issued by the Fund as information supplemental to
the prospectus.
4. This Agreement shall terminate as to new Contracts:
(a) At the option of HL or the Fund upon six months' advance notice to the
other;
(b) At the option of HL if Fund shares are not available for any reason to
meet the requirements of the Contracts but then only as to those new
Contracts, the terms of which require the periodic payments to be invested
in whole or in part in that particular Series;
(c) At the option of HL, upon institution of formal proceedings against the
Fund by the Securities and Exchange Commission or any other regulatory
body;
(d) Upon assignment of this Agreement, unless made with the written consent
of the other party to this Agreement;
(e) If Fund shares are not registered, issued or sold in conformance with
applicable federal or state law or if such laws preclude the use of Fund
shares as the underlying investment media of the Contracts. Prompt notice
shall be given to HL in the event the conditions of this provision occur.
Notice of termination hereunder shall be given promptly by the party
desiring to terminate to the other party to this Agreement.
5. Termination as the result of any cause listed in the preceding paragraph
shall not affect the Fund's obligation to furnish Fund shares in connection
with Contracts then in force for which the shares of the Fund serve or may
serve as the underlying investment media, unless further sale of Fund
shares is proscribed by the Securities and Exchange Commission or other
regulatory body, or if Fund shares of the requisite Series are no longer
available.
6. This Agreement shall supersede any prior agreement between the parties
hereto relating to the same subject matter.
7. Each notice required by this Agreement shall be given in writing as
follows:
IF TO THE FUND:
Hartford HLS Series Fund II, Inc.
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attn: Counsel to the Fund
IF TO HL:
Hartford Life Insurance Company
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attn: General Counsel
8. This Agreement shall be construed in accordance with the laws of the State
of Connecticut.
9. (a) HL will report to the Board of Directors of the Fund (the "Board") any
potential or existing material irreconcilable conflict, of which it is
aware, between and among the interests of the contract owners of all
separate accounts investing in the series of the Fund (the "Series") and of
the participants of qualified pension or retirement plans investing in the
Series and will assist the Board in carrying out the Board's responsibility
of monitoring the Series for the existence of any material irreconcilable
conflict by providing the Board with all information reasonably necessary
for the Board to consider the issue raised. This includes, but is not
limited to, an obligation by HL to inform the Board whenever Contract owner
voting instructions are disregarded.
(b) If it is determined by a majority of the Board, or a majority of its
independent Directors, that a material irreconcilable conflict exists due
to issues relating to the Contracts, HL will, at its expense, to the extent
reasonably practicable and with a view only to the interests of Contract
owners, 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.
(c) HL, at the request of the Series' adviser will, at least annually, or
more frequently if deemed appropriate by the Board, submit to the Board
such reports,
materials or data as the Board may reasonably request so that the Board
may fully carry out the obligations imposed upon them.
10. The Fund will provide HL with copies of its proxy solicitations applicable
to the Series. HL 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; (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; and (e) calculate voting privileges in a
manner consistent with other life insurance companies to whose separate
accounts Series shares are offered. 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.
Dated: April 21, 2003
HARTFORD HLS SERIES FUND II, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Vice President
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President
