AMENDED AND RESTATED
PARTICIPATION AGREEMENT
Among
ONE GROUP(R) INVESTMENT TRUST,
ONE GROUP ADMINISTRATIVE SERVICES, INC.,
BANC ONE INVESTMENT ADVISORS CORPORATION,
and
HARTFORD LIFE INSURANCE COMPANY
AMENDED AND RESTATED
PARTICIPATION AGREEMENT
Among
ONE GROUP(R) INVESTMENT TRUST,
ONE GROUP ADMINISTRATIVE SERVICES, INC.,
BANC ONE INVESTMENT ADVISORS CORPORATION,
and
HARTFORD LIFE INSURANCE COMPANY
THIS AGREEMENT, made and entered into effective as of the 10th day of June, 2004
by and among HARTFORD LIFE INSURANCE COMPANY (hereinafter the "Company"), a
Connecticut corporation, on its behalf and on behalf of each separate account of
the Company set forth on Schedule(s) A, B, and C hereto as may be amended from
time to time (each such account hereinafter referred to as the "Account"); and
ONE GROUP INVESTMENT TRUST, a business trust established under the laws of the
state of Massachusetts (hereinafter the "Trust"), and ONE GROUP ADMINISTRATIVE
SERVICES, INC. a Delaware corporation (hereinafter the "Administrator"); and
BANC ONE INVESTMENT ADVISORS CORPORATION, on Ohio corporation (hereinafter the
"Adviser").
WHEREAS, the Trust engages in business as an open-end management investment
company and is available to act as an investment vehicle for separate accounts
established by insurance companies for individual and group life insurance
policies and annuity contracts with variable accumulation and/or pay-out
provisions (hereinafter referred to individually and/or collectively as
"Variable Insurance Products"); and
WHEREAS, in connection with certain Accounts, insurance companies desiring to
utilize the Trust as an investment vehicle under their Variable Insurance
Products are required to enter into participation agreements with the Trust (the
"Participating Insurance Companies"); and
WHEREAS, shares of the Trust are divided into several shares of shares, each
representing the interest in a particular investment portfolio, any one or more
of which may be made available for Variable Insurance Products of Participating
Insurance Companies; and
WHEREAS, the Trust intends to offer shares of the series set forth on Schedule D
(each
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such series hereinafter referred to us a "Portfolio"), as may be amended from
time to time by mutual agreement of the parties hereto, to the Accounts of the
Company set forth on Schedules A, B or C and specified with respect to each
Portfolio on Schedule D; and
WHEREAS, the Company intends to purchase shares in the Portfolios on behalf of
each Account to fund certain of the Variable Insurance Products; and
WHEREAS, the Trust has obtained an order from the Securities and Exchange
Commission, granting exemptions from the provisions of Sections 9(a), 13(a),
15(a), and 15(b) of the Investment Company Act of 1940, as amended (hereinafter
the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to certain
variable life insurance separate accounts to the extent necessary to permit
shares of the Trust to be sold to and held by such separate accounts at the same
time that shares are held by separate accounts supporting variable annuity
contracts and variable life insurance contracts of both affiliated and
unaffiliated life insurance companies (hereinafter, the "Exemptive Order"); and
WHEREAS, the Trust is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of
1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, the Adviser is the investment adviser of the Portfolios of the Trust
and is duly registered as an investment adviser under the Investment Advisers
Act of 1940, as amended, and any applicable state securities laws; and
WHEREAS, each Account is a duly organized, validly existing segregated asset
account, established by resolution or under authority of the board of directors
of the Company, on the date shown for such Account on Schedules A, B or C
hereto; and
WHEREAS, the Company issues, through the Accounts shown on Schedule A, certain
Variable Insurance Products it has registered or will register as securities
under the 1933 Act, as shown on Schedule A; and
WHEREAS, the Company issues, through the Accounts shown on Schedule B, certain
Variable Insurance Products to trustees of both qualified pension and
profit-sharing plans and certain government employee benefit plans as identified
in Section 3(a)(2) of the 1933 Act, as shown on Schedule B; and
WHEREAS, the Company issues, through the Accounts shown on Schedule C, certain
Variable Insurance Products to "accredited investors" as that term is defined in
Regulation D under the 1933 Act, or other investors permitted by Regulation D;
and
WHEREAS, the Company has registered or will register each Account shown on
Schedule A as a unit investment trust under the 1940 Act; and
WHEREAS, each Account shown on Schedule B is excluded from the definition of an
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investment company as provided for by Section 3(c)(11) of the 1940 Act; and
WHEREAS, each Account shown on Schedule C is excluded from the definition of an
investment company as provided for by Section 3(c)(1) or Section 3(c)(7) of the
1940 Act.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Trust, the Administrator, and the Adviser agree as follows:
ARTICLE I. TRUST SHARES
1.1. The Trust agrees to make available for purchase by the Company shares of
the Portfolios and shall execute orders placed for each Account on a daily basis
at the net asset value next computed after receipt by the Trust's designated
transfer agent or the National Security Clearing Corporation ("NSCC") or by the
Trust's designee of such order.
(a) For purposes of Section 1.1, the Company shall be the designee of
the Trust for receipt of such orders from the Company on behalf of
the Accounts listed on Schedules A, B and C, and receipt by such
designee shall constitute receipt by the Trust provided that (1) for
orders transmitted through NSCC's Fund/Serv System, Defined
Contribution Clearance & Settlement platform ("NSCC's Fund/Serv
System"), NSCC receives notice of such order by 6:00 a.m. (eastern
time) on the following business day, and (2) for orders for which
the Company does not use NSCC's Fund/Serv System, the Trust's
designated transfer agent receives notice of such order by 9:30 a.m.
(eastern time) on the next following Business Day. Notwithstanding
the foregoing, for orders for which the Company does not use NSCC's
Fund/Serv System, the Company shall use its best efforts to provide
the Trust's designated transfer agent with notice of such orders by
9:00 a.m. on the next following Business Day. "Business Day" shall
mean any day on which the New York Stock Exchange is open for
trading and on which the Trust calculates its net asset value
pursuant to the rules of the Securities and Exchange Commission, as
set forth in the Trust's Prospectus and Statement of Additional
Information.
(b) Reserved.
(c) Notwithstanding the foregoing, the board of trustees of the Trust
(hereinafter the "Board") may refuse to permit the Trust to sell
shares of any Portfolio to any person, or suspend or terminate the
offering of shares of any Portfolio if such action is required by
law or by regulatory authorities having jurisdiction or is, in the
sole discretion of the Board acting in good faith and in light of
their fiduciary duties under federal and any applicable state laws,
necessary in the best interests
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of the shareholders of such Portfolio.
1.2. The Trust agrees that shares of the Trust will be sold only to
Participating Insurance Companies for their Variable Insurance Products and, in
the Trust's discretion, to qualified pension and retirement plans. No shares of
any portfolio will be sold to the general public.
1.3. The Trust agrees to redeem for cash, on tic Company's request, any full or
fractional shares of the Trust held by the Company, executing such orders on a
daily basis at the net asset value next computed after receipt by the Trust's
designated transfer agent or the NSCC or by the Trust's designee of such order.
(a) For purposes of Section 1.3, the Company shall be the designee of
the Trust for receipt of such orders from the Company on behalf of
the Accounts listed on Schedules A, B, and C and receipt by such
designee shall constitute receipt by the Trust provided that (1) for
orders transmitted through NSCC's Fund/Serv System, NSCC receives
notice of such order by 6:00 a.m. (eastern time) on the following
business day, and (2) for orders for which the Company does not use
NSCC's Fund/Serv System, the Trust's designated transfer agent
receives notice of such order by 9:30 a.m. (eastern time) on the
next following Business Day. Notwithstanding the foregoing, the
Company shall use its best efforts to provide the Trust's designated
transfer agent or the NSCC with notice of such orders by 9:00 a.m.
on the next following Business Day.
(b) Reserved.
1.4. The Company agrees that purchases and redemptions of Portfolio shares
offered by the then current prospectus of the Trust shall be made in accordance
with the provisions of such prospectus. Schedules A, B, C and D are attached
hereto and incorporated herein by reference and may be amended from time to time
by mutual written agreement of all of the parties hereto. The Company will give
the Trust and the Adviser concurrent written notice of its intention to make
available in the future, as a funding vehicle under the Contracts, any other
investment company.
1.5. The Company will place a separate order on behalf of each Account to
purchase or redeem shares of each Portfolio. Each order shall describe the net
amount of shares or dollar amount of each Portfolio to be purchased or redeemed.
In the event or net purchases, the Company shall pay for Portfolio shares on the
next Business Day after an order to purchase Portfolio shares is made in
accordance with the provisions of Section 1.1 hereof except as otherwise
provided in Section 1.10(a) for orders placed through NSCC's Fund/Serv System.
Payment shall be in federal funds transmitted by wire, In the event of net
redemptions, the Portfolio shall pay the redemption proceeds in federal funds
transmitted by wire on the next Business Day after an order to redeem Portfolio
shares is made in accordance with the provisions of Section 1.3 hereof except as
otherwise provided in Section 1.10(a) for redemptions placed
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through NSCC'S Fund/Serv System. Notwithstanding the foregoing, if the payment
of redemption proceeds on the next Business Day would require the Portfolio to
dispose of Portfolio securities or otherwise incur substantial additional costs,
and if the Portfolio has determined to settle redemption transactions for all
shareholders on a delayed basis, proceeds shall be wired to the Company within
seven (7) days and the Portfolio shall notify in writing the person designated
by the Company as the recipient for such notice of such delay by 3:00 p.m.
Eastern Time on the same Business Day that the Company transmits the redemption
order to the Portfolio.
1.6. Issuance and transfer of the Trust's shares will be by book entry only.
Share certificates will not be issued to the Company or any Account. Shares
ordered from the Trust will be recorded in an appropriate title for each
Account.
1.7. The Administrator shall use its best efforts to furnish a notice by 6:00
p.m. in its local time zone (by wire or telephone, followed by written
confirmation) to the Company of any dividends or capital gain distributions
payable on the Trust's shares for that day. The Company hereby elects to receive
all such dividends and capital gain distributions as are payable on the
Portfolio shares in additional shares of that Portfolio. The Company reserves
the right to revoke this election and to receive all such dividends and capital
gain distributions in cash. The Trust shall notify the Company of the number of
shares so issued as payment of such dividends and distributions.
1.8. The Administrator shall make the net asset value per share of each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 6:30 p.m.
Eastern Time. In the event that the Administrator is unable to meet the 6:30
p.m. time stated immediately above, then the Administrator shall provide the
Company with additional time to notify the Administrator of purchase or
redemption orders pursuant to Sections 1.1(a) and 1.3(a), respectively, above.
Such additional time shall be equal to the additional time that the
Administrator takes to make the net asset values available to the Company;
provided, however, that notification must be made by 11:00 a.m. Eastern Time on
the Business Day such order is to be executed, regardless of when net asset
value is made available
1.9. If the Administrator provides materially incorrect share net asset value
information through no fault of the Company, the Company shall be entitled to an
adjustment with respect to the Trust shares purchased or redeemed to reflect the
correct net asset value per share as subsequently determined by the
Administrator. The determination of the materiality of any net asset value
pricing error shall be based on the SEC's recommended guidelines regarding such
errors. The correction of any such errors shall be made at the Company level
pursuant to the SEC's recommended guidelines. Any material error in the
calculation or reporting of net asset value per share, dividend or capital gain
information shall be reported promptly upon discovery to the Company.
1.10(a). When reasonably practicable, the Company will place and the Trust will
receive orders to purchase Trust shares, as provided in Section 1.1 above, using
the NSCC's Fund/Serv
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System. In connection therewith, the Trust will provide the Company with account
positions and activity data using NSCC's Fund/Serv System. Likewise, the Company
shall pay for Trust shares purchased by transmission of federal funds from the
Company's designated settling bank in the NSCC's Fund/Serv System on the same
Business Day that it places the purchase order. When reasonably practicable, the
Company will place and the Trust will receive orders to redeem Trust shares, as
provided in Section 1.3 above, using the NSCC's Fund/Serv System. In connection
therewith, the Trust will provide the Company with account positions and
activity data using NSCC's Fund/Serv System. Likewise, the Trust shall pay
redemption proceeds for Trust shares by transmission of federal funds from the
Trust's designated settling bank to the NSCC's Fund/Serv System on the same
Business Day that it receives the redemption order subject to section 1.5
hereof.
1.10(b). The Trust and its designated transfer agent shall accept and process
orders for the purchase and redemption of Trust shares from the Company, and
shall make corresponding changes in the Trust's records, upon receipt of such
orders electronically through the NSCC's Fund/Serv System without supporting
documentation from the Company. Any information provided by the Trust or its
designated transfer agent to the Company through the Fund/Serve System shall
satisfy the delivery obligations of Rule10b-10 under the Securities Act of 1934
and the Company hereby consents to form of delivery and waives any right it has
to receive paper confirmation statements.
1.10(c). The Company and the Trust each shall maintain facilities, equipment
and skilled personnel sufficient to carry out electronic transactions through
the NSCC's Fund/Serv System as outlined above and shall effect such transactions
in conformity with: (i) NSCC rules and procedures relating to Fund/Serv and
networking, (ii) applicable law and regulations, and (iii) all other provisions
of this agreement including Sections 1.1 and 1.3.
1.10(d). Confirmed trades and other information provided by the Trust or its
designated transfer agent to the Company through the NSCC's Fund/Serv System
shall be accurate, complete, and in the format prescribed by the NSCC. The Trust
or its designee shall adopt, implement and maintain procedures reasonably
designed to ensure the accuracy of all transmissions through the NSCC's
Fund/Serv System and to limit access to, and the input of data into, the same,
to persons specifically authorized by the Trust or its designated transfer
agent.
1.10(e). Transaction information provided by the Company to the Trust or its
designated transfer agent through the NSCC's Fund/Serv System shall be accurate,
complete, and in the format prescribed by the NSCC. The Company shall adopt,
implement and maintain procedures reasonably designed to ensure the accuracy of
all transmissions through the NSCC's Fund/Serv System and to limit access to,
and the input of data into, the Same, to persons specifically authorized by the
Company.
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ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1. The Company represents and warrants that it is an insurance company duly
organized and in good standing under applicable law and that it has legally and
validly established each Account as a segregated asset account under the
Connecticut Insurance Code and the regulations thereunder prior to any issuance
or sale of its Variable Insurance Products through the Accounts (the
"Contracts").
2.2. The Company represents and warrants that the Contracts shown on Schedule A
(the "Registered Contracts") are or will be registered under the 1933 Act (and
regulations thereunder) and that it will maintain such registration to the
extent required by the 1933 Act and that such Contracts will be issued and sold
in compliance with all applicable federal and state laws and regulations. The
Company further represents and warrants that it has registered or, prior to any
issuance or sale of the Registered Contracts, will register and will maintain
the registration of each Schedule A Account as a unit investment trust in
accordance with the 1940 Act and the regulations thereunder. The Company shall
amend its registration statement for its contracts under the 1933 Act and the
1940 Act from time to time as required in order to effect the continuous
offering of its Contracts. The Company represents and warrants that the
Contracts shown on Schedule B and Schedule C are exempt from registration under
the 1933 Act and will be issued and sold in compliance with all applicable
federal and state laws and regulations. The Accounts shown on Schedule B and
Schedule Care excluded from the definition of investment company under the 1940
Act. If and to the extent required by law, the Company shall register and shall
maintain the Contracts shown on either Schedule B or Schedule C under the 1933
Act and the Accounts shown on either Schedule B or Schedule C as investment
companies under the 0000 Xxx.
2.3. The Trust represents and warrants that trust shares sold pursuant to this
Agreement shall be registered under the 1933 Act and the regulations thereunder
to the extent required by the 1933 Act, duly authorized for issuance in
accordance with the laws of the State of Massachusetts and sold in compliance
with all applicable federal and state securities laws and regulations and that
the Trust is and shall remain registered under the 1940 Act and the regulations
thereunder to the extent required by the 1940 Act. The Trust 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 Trust 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 Trust.
2.4. The Trust, the Administrator and the Adviser represent that the Trust is
currently qualified as a Regulated Investment Company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code") and that each will make
every effort to maintain such qualification (under Subchapter M or any successor
or similar provision) and that each will notify the Company immediately upon
having a reasonable basis for believing that the Trust has ceased to so qualify
or that the Trust might not so qualify in the future.
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2.5. The Company represents that each Account is and will continue to be a
"segregated account" under applicable provisions of the Code and that each
Contract is and will be treated as life insurance or annuity contracts under
applicable provisions of the Code and that it will make every effort to maintain
such treatment and that it will notify the Trust immediately upon having a
reasonable basis for believing that the Account or Contract has ceased to be so
treated or that they might not be so treated in the future.
2.6. The Trust represents that to the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Trust
undertakes to have a majority of the disinterested members of the Board,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.
2.7. The Trust makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states.
2.8. The Trust represents that the Trust is duly organized and validly existing
under the laws of State of Massachusetts and that the Trust does and will comply
in all material respects with the 1940 Act.
2.9. The Administrator represents and warrants that it complies with all
applicable federal and state laws and regulations and that it will perform its
obligations for the Trust and the Company in compliance with the laws and
regulations of its state of domicile and any applicable state and federal laws
and regulations.
2.10. The Company represents and warrants that all of its trustees, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Trust are covered by a blanket fidelity bond of
similar coverage, in an amount equal to the greater of $5 million or any amount
required by applicable federal or State law or regulation. The aforesaid
includes coverage for larceny and embezzlement and is issued by a reputable
bonding company.
2.11. For the Accounts shown on Schedule Band Schedule C, the Company
represents and agrees that:
(a) the principal underwriter for each such Account and its subaccounts
is registered as a broker-dealer under the Securities and Exchange
Act of 1934 (the "1934 Act");
(b) the shares of the Portfolios of the Trust are and will continue to be
the only investment securities held by the corresponding Account
subaccounts;
(c) to the extent required by Section l2(d)(1)(E) of the 1940 Act or the
rules issued thereunder, it will provide "pass-through" voting
privileges to Contract owners in accordance with Section 3.4 hereof
and obtain an order
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of the Securities and Exchange Commission under Section 26(c) of the
1940 Act before substituting shares of another open-end management
investment company for those of a Portfolio; and
(d) if "pass-through" voting privileges are not required for any
Contracts shown on Schedule B and C, the Company will vote such
shares held by it in the Accounts in the same proportion as the vote
of all other shares it holds.
2.12 The Company represents and warrants that it has or will adopt and
implement policies and procedures reasonably designed to ensure that each
purchase or redemption order for Trust shares that it submits on behalf of an
Account shown on Schedules A, B, and C pursuant to Sections 1.1 and 1.3 herein
is the net result of requests from owners of Registered Contracts for
transactions received by it each Business Day before the time(s) that the
applicable Portfolio calculates its net asset value as disclosed in the
Portfolio's prospectus; which procedures shall include the establishment and
maintenance of records sufficient to demonstrate such compliance. The Company
represents and warrants that each such purchase or redemption order for Trust
shares is the net result of Registered Contract transaction orders from owners
of such Contracts received by the Company prior to the time that the applicable
Portfolio calculates its net asset value each Business Day.
2.13 The Company shall comply with all applicable laws and regulations designed
to prevent money "laundering," and to the extent permitted by such laws or
regulations, to share with the Trust information about individuals, entities,
organizations and countries suspected of possible terrorist or money
"laundering" activities in accordance with Section 314(b) of the USA Patriot
Act. In particular, the Company agrees that: (a) as part of processing an
application for a Contract it will verify the identity of applicants and, if an
applicant is not a natural person, will verify the identity of prospective
principal and beneficial owners submitting an application for a Contract, (b) as
part of its ongoing compliance with the USA Patriot Act it will from time to
time reverify the identity of Contract owners, including the identity of
principal and beneficial owners of Contracts held by non-natural persons, (c) as
part of processing an application for a Contract it will verify that no
applicant, including prospective principal or beneficial Contract owners is a
"specially designated national" or a person from an embargoed or "blocked"
country as indicated by the Office of Foreign Asset Control ("OFAC") list of
such persons, (d) as part of its ongoing compliance with the USA Patriot Act it
will from time to time reverify that no Contract owner, including an principal
or beneficial Contract owner, is a "specially designated a national" or a person
from an embargoed or "blocked" country as indicated by the OFAC list of such
persons, (e) it will ensure that money tendered to the Trust as payment for
Trust shares did not originate with a bank lacking a physical place of business
(i.e., a "shell" bank) or from a country or territory named on the list of
high-risk or non-cooperating countries or jurisdictions published by the
Financial Action Task Force, and (f) if any of (a) through (e) become untrue,
then the Company shall take such actions as required by applicable law and
regulations and the Trust or its agent(s) in compliance with the USA Patriot Act
or Bank Secrecy Act, may seek authority to require the Company to take action
with respect to one or more Contract owner accounts with the Company or one or
more of the Company's accounts with the Trust.
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ARTICLE III. PROSPECTUSES: REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS, VOTING
3.1 The Trust shall provide the Company with as many printed copies of the
Trust's current prospectus as the Company may reasonably request. The
Administrator will provide the Company with a copy of the statement of
additional information suitable for duplication. If requested by the Company in
lieu of providing printed copies the Trust shall provide camera-ready film or
computer diskettes containing the Trust's prospectus and statement of additional
information, and such other assistance as is reasonably necessary in order for
the Company once each year (or more frequently if the prospectus and/or
statement of additional information for the Trust is amended during the year) to
have the prospectus for the Contracts and the Trust's prospectus printed
together in one document or separately. The Company may elect to print the
Trust's prospectus and/or its statement of additional information in combination
with other investment companies' prospectuses and statements of additional
information.
3.2(a). Except as otherwise provided in this Section 3.2, all expenses of
preparing, setting in type and printing and distributing Trust prospectuses and
statements of additional information shall be the expense of the Company. For
prospectuses and statements of additional information provided by the Company to
its existing owners of Contracts in order to update, disclosure as required by
the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and
distributing shall be borne by the Trust. If the Company chooses to receive
camera-ready film or computer diskettes in lieu of receiving printed copies of
the Trust's prospectus and/or statement of additional information, the Trust
shall bear the cost of typesetting to provide the Trust's prospectus and/or
statement of additional information to the Company in the format in which the
Trust is accustomed to formatting prospectuses and statements of additional
information, respectivly, and the Company shall bear the expense of adjusting or
changing the format to conform with any of its prospectuses and/or statements of
additional information. In such event, the Trust will reimburse the Company in
an amount equal to the product of x and y where x is the number of such
prospectuses distributed to owners of the Contracts, and y is the Trust's per
unit cost of printing the Trust's prospectuses. The same procedures shall be
followed with respect to the Trust's statement of additional information. The
Trust shall not pay any costs of typesetting, printing and distributing the
Trust's prospectus and/or statement of additional information to prospective
Contract owners.
3.2(b). The Trust, at its expense, shall provide the Company with copies of the
Annual Report and Semi-Annual Reports (the "Reports") in such quantity as the
Company shall reasonably require for distributing to Contract owners. The Trust,
at its expense, shall provide the Contract owners designated by the Company with
copies of its proxy statements and other communications (except for
prospectuses, and statements of additional information, which are covered in
Section 3.2(a) above and Reports) to shareholders. The Trust shall not pay any
costs of distributing proxy-related materials, Reports, and other communications
to prospective Contract owners.
3.2(c). The Company agrees to provide the Trust or its designee with such
information as may be reasonably requested by the Trust to assure that the
Trust's expenses do not include the cost of typesetting, printing or
distributing any of the foregoing documents other than those
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actually distributed to existing Contract owners.
3.2(d). The Trust shall pay no fee or other compensation to the Company under
this Agreement, except that if the Trust or any Portfolio adopts and implements
a plan pursuant to Rule 12b-1 to finance distribution of its shares, then the
Trust, through its principal underwriter, may make payments to the principal
underwriter of the Contracts if and in amounts agreed to in writing by the
principal underwriter of the Trust.
3.2(e) All expenses, including expenses to be borne by the Trust pursuant to
Section 3.2 hereof, incident to performance by the Trust under this Agreement
shall be paid by the Trust. The Trust shall ensure that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Trust, in accordance with
applicable state laws prior to their sale. The Trust shall bear the expenses for
the cost of registration and qualification of the Trust's shares.
3.3. The Trust or the Trust's Administrator, or such other person as the Trust
may designate, shall make available the Trust's statement of additional
information.
3.4. If and to the extent required by law with respect to proxy material
distributed by the Trust to owners of Registered Contracts and Contracts shown
in Schedule B and Schedule C and designated by the Company, the Company shall:
(a) solicit voting instructions from such Contract owners;
(b) vote the Trust shares in accordance with instructions received from
such Contract owners; and
(c) vote Trust shares for which no instructions have been received in
the same proportion as Trust shares of such Portfolio for which
instructions have been received, so long as and to the extent that
the Exemptive Order or the 1940 Act, or interpretations of either by
the Securities and Exchange Commission staff, requires
"pass-through" voting privileges for such Contract owners.
The Company reserves the right to vote Trust shares held in an Account in its
own right, to the extent permitted by law.
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1. The Company shall furnish, or shall cause to be furnished, to the Trust,
the Adviser or their designee, drafts of prospectuses, statements of additional
information, and other similar disclosure documents for the Accounts, as well as
each piece of sales literature or other promotional material prepared by the
Company or any person contracting with the Company to prepare such material in
which the Trust, the Adviser or the Administrator is described, at least
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ten Business Days prior to its use. No such material shall be used if the Trust,
the Adviser, the Administrator or their designee reasonably objects to such use
within ten Business Days after receipt of such material.
4.2. Neither the Company nor any person contracting with the Company to prepare
sales literature or other promotional material shall give any information or
make any representations or statements on behalf of the Trust or concerning the
Trust in connection with the sale of the Contracts other than the information or
representations contained in the registration statement or Trust prospectuses,
as such registration statement or prospectuses may be amended or supplemented
from time to time, or in reports to shareholders or proxy statements for the
Trust, or in sales literature or other promotional material approved by the
Trust or its designee, except with the permission of the Trust or its designee.
4.3. The Adviser shall furnish, or shall cause to be furnished, to the Company
or its designee, each piece of sales literature or other promotional material
prepared by the Trust in which the Company or its Accounts, are described at
least ten Business Days prior to its use. No such material shall be used if the
Company or its designee reasonably objects to such use within ten Business Days
after receipt of such material.
4.4. Neither the Trust, the Administrator, nor the Adviser shall give any
information or make any representations on behalf of the Company or concerning
the Company, each Account, or the Contracts, other than the information or
representations contained in a registration statement, prospectus, or other
similar disclosure document for the Contracts, as such registration statement,
prospectus, or other similar disclosure document may be amended or supplemented
from time to time, or in published reports or solicitations for voting
instruction for each Account which are in the public domain or approved by the
Company for distribution to Contract owners, or in sales literature or other
promotional material approved by the Company or its designee, except with the
permission of the Company.
4.5. The Trust will provide to the Company at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, proxy statements, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to the Trust or its
shares, promptly after the filing of such document with the Securities and
Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Trust, upon the Trust's request, at least
one complete copy of all registration statements, prospectuses, statements of
additional information, other similar disclosure documents, reports,
solicitations for voting instructions, sales literature and other promotional
materials, applications to the Securities and Exchange Commission for
exemptions, requests to the Securities and Exchange Commission for "no-action"
letters, and all amendments to any of the above, that relate to an Account or
Contract, contemporaneously with the filing of such documents with the
Securities and Exchange Commission or other regulatory authorities.
4.7. For purposes of this Article IV, the phrase "sales literature or other
promotional
13
material" includes, but is not limited to, any of the following: advertisements
(such as material published, or designed for use in, a 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, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), and
educational or training materials or other communications distributed or made
generally available to some or all agents or employees.
ARTICLE V. DIVERSIFICATION
5.1. The Trust and the Adviser represent and warrant that, at all times, the
Trust will comply with Section 817(h) of the Code and Treasury Regulation
1.817-5, relating to the diversification requirements for variable annuity,
endowment, or life insurance contracts and any amendments or other modifications
to such Section or Regulations. In the event the Trust ceases to so qualify, it
will take all reasonable steps (a) to notify Company of such event and (b) to
adequately diversify the Trust so as to achieve compliance within the grace
period afforded by Regulation 817-5.
ARTICLE VI. POTENTIAL CONFLICTS
6.1. The Board will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Trust. An irreconcilable material conflict
may arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public ruling, private
letter ruling, no-action or interpretative letter, or any similar action by
insurance, tax, or securities regulatory authorities; (c) an administrative or
judicial decision in any relevant proceeding; (d) the manner in which the,
investments of any Portfolio are being managed; (e) a difference in voting
instructions given by variable annuity contract owners and variable life
insurance contract owners; or (f) a decision by a Participating Insurance
Company to disregard the voting instructions of contract owners. The Board shall
promptly inform the Company if it determines that an irreconcilable material
conflict exists and the implications thereof.
6.2. The Company will report any potential or existing material irreconcilable
conflict of which it is aware to the Administrator. Upon receipt of such report,
the Administrator shall report the potential or existing material irreconcilable
conflict to the Board. The Administrator shall also report to the Board on a
quarterly basis whether or not the Company has reported any potential or
existing material irreconcilable conflicts during the previous calendar quarter.
The Company will assist the Board in carrying out its responsibilities under the
Exemptive Order, by providing the Board with all information reasonably
necessary for the Board to consider any issues raised. To the extent that the
SEC requires pass-through voting as contemplated by Section 3.4, this includes,
but is not limited to, an obligation by the Company to inform the
14
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
disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (a)
withdrawing the assets allocable to some or all of the Accounts from the Trust
or any Portfolio and reinvesting such assets in a different investment medium,
including (but not limited to) another Portfolio of the Trust, or submitting the
question whether such segregation should be implemented to a vote of all
affected Contract owners and, as appropriate, segregating the assets of any
appropriate group (e.g., annuity Contract owners, life insurance Contract
owners, or variable contract owners of one or more other Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
Contract owners the option of making such a change; and (b) establishing a new
registered management investment company or managed separate account. No charge
or penalty will be imposed as a result of such withdrawal. The Company agrees
that it bears the responsibility to take remedial action in the event of a Board
determination of an irreconcilable material conflict and the cost of such
remedial action, and these responsibilities will be carried out with a view only
to the interests of Contract owners.
6.4. If a material irreconcilable conflict arises because of a decision by the
Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw the affected Account's
investment in the Trust and terminate this Agreement with respect to such
Account (at the Company's expense); provided, however that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board. No charge or penalty will be imposed as a result of such
withdrawal. The Company agrees that it bears the responsibility to take remedial
action in the event of a Board determination of an irreconcilable material
conflict and the cost of such remedial action, and these responsibilities will
be carried out with a view only to the interests of Contract owners.
6.5. For purposes of Sections 6.3 through 6.4 of this Agreement, a majority of
the disinterested members of the Board shall determine whether any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Trust be required to establish a new funding medium for the Contracts.
The Company shall not be required by Section 6.3 through 6.4 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
6.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
6e-3 is adopted, to provide exemptions from any provision of the 1940 Act or the
rules promulgated thereunder with respect to mixed or shared funding (as defined
in the Trust's application for the Exemptive Order) on terms and conditions
materially different from those contained in the Exemptive Order application,
then the Trust and/or the Participating Insurance Companies, as
15
appropriate, shall take such steps as may be necessary to comply with Rules 6e-2
and 6e-3(T) as amended, and Rule 6e-3, as adopted, to the extent such rules are
applicable.
6.7. Each of the Company and the Adviser shall at least annually 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 by the
provisions hereof and in the Exemptive Order, and such reports, materials and
data shall be submitted more frequently if requested by the Board. Without
limiting the generality of the foregoing or the Company's obligations under
Section 6.2, the Company shall provide a report to the Board no later than
January 15 of each year indicating whether or not any material irreconcilable
conflicts have arisen during the prior fiscal year of the Trust. All reports
received by the Board of potential or existing conflicts, and all Board action
with regard to determining the existence of a conflict, notifying Participating
Insurance Companies 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 Securities and Exchange Commission upon request.
ARTICLE VII. INDEMNIFICATION
7.1. Indemnification By The Company
7.1(a). The Company agrees to indemnify and hold harmless the Trust, the
Administrator, the Adviser, and each member of their respective Boards and
officers and each person, if any, who controls the Trust within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" 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 the Company)
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 or
acquisition of the Trust's shares or the sale or distribution of 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, prospectus, or other similar disclosure document 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 to the Company by or on behalf of the
Trust for use in the registration statement or prospectus for
16
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 Trust shares; or
(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 Trust not supplied
by the Company, or persons under its control and other than
statements or representations authorized by the Trust) of the
Company or persons under its control, with respect to the sale or
distribution of the Contracts or Trust shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a registration
statement, prospectus, or sales literature of the Trust 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 and in
conformity with information furnished to the Trust by or on behalf
of the Company; or
(iv) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Company, as limited by and in accordance with the
provisions of Section 7.1(b) and 7.1(c) hereof.
7.1(b). The 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 as such may arise from such 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 or duties under this Agreement.
7.1(c). The Company 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 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 such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Company of any such claim shall not
relieve the 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 Company shall be entitled to participate, at as own
expense, in the defense of such action. The Company also shall be entitled to
assume the
17
defense thereof, with counsel satisfactory to the Indemnified Party named in the
action. After notice from the Company to such Indemnified Party of the Company's
election to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the Company
shall not be liable to such Indemnified Party under this Agreement for any legal
or other expenses subsequently incurred by such Indemnified Party independently
in connection with the defense thereof other than reasonable costs of
investigation.
7.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Trust shares or the Contracts or the operation of
the Trust.
7.2. Indemnification by Administrator
7.2(a). The Administrator agrees to indemnify and hold harmless the Company and
each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Panics" 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 Administrator) or litigation (including legal and
other expenses) to which the Indemnified Parties may become subject under any
statute, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements:
(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 Trust (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 to the
Trust or the Administrator by or on behalf of the Company,
independent counsel for the Trust, the independent public accountant
to the Trust, or any person or entity that is not acting as agent
for or controlled by the Administrator (other than the Trust or the
Adviser) for use in the registration statement or prospectus for the
Trust or in sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or
Portfolio shares; or
(ii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a registration
statement, prospectus, other similar disclosure document, 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
18
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 to the Company by or on behalf
of the Administrator; or
(iii) arise as a result of any failure by the Administrator to provide
the services and furnish the materials under the terms of this
Agreement; or
(iv) arise out of or result from any material breach of any
representation and/or warranty made by the Administrator in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Administrator; as limited by and in
accordance with the provisions of Section 7.2(b) and 7.2(c) hereof.
7.2(b). The Administrator 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 as such may arise
from such 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.
7.2(c). The Administrator 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 Administrator 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 Administrator
of any such claim shall not relieve the Administrator 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 Administrator will be
entitled to participate, at its own expense, in the defense thereof. The
Administrator also shall be entitled to assume the defense thereof; with counsel
satisfactory to the indemnified Party named in the action. After notice from the
Administrator to such indemnified Party of the Administrator's election to
assume the defense thereof; the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Administrator will
not be liable to such Indemnified Party under this Agreement for any legal or
other expenses subsequently incurred by such Indemnified Party independently in
connection with the defense thereof other than reasonable costs of
investigation.
7.2(d). The Company agrees promptly to notify the Administrator 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 each Account in which the Portfolios are made available.
19
7.3. Indemnification by the Adviser
7.3(a). The Adviser agrees to indemnify and hold harmless the Company and its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act (thereinafter collectively, the
"Indemnified Parties" and individually, "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 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 as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements:
(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 Trust (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 to the
Adviser or the Trust by or on behalf of the Company, the
Administrator, the independent public accountant to the Trust, the
independent counsel to the Trust, or any person or entity that is
not acting as agent for or controlled by the Adviser for use in the
registration statement or prospectus for the Trust or in sales
literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Portfolio shares; or
(ii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a registration
statement, prospectus, other similar disclosure document, 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 to the Company by or on behalf of the Adviser; or
(iii) arise as a result of any failure by the Adviser to provide the
services and furnish the materials under the terms of this
Agreement; or
(iv) 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; as limited by and in accordance with the
provisions of Section 7.3(b) and 7.3(c) hereof.
7.3(b). The Adviser shall not be liable under this indemnification provision
with respect
20
to any losses, claims, damages, liabilities or litigation incurred or assessed
against an Indemnified Party as may arise from such 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.
7.3(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 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 Indemnified Party named in
the action. After notice from the Adviser to such Indemnified Party of the
Adviser's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Adviser will not be liable to such Indemnified Party under this Agreement for
any legal or other expenses subsequently incurred by such Indemnified Party
independently in connection with the defense thereof other then reasonable costs
of investigation.
7.3(d). The Company agrees to promptly notify the Adviser 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, with respect to the operation of each Account, or the sale or
acquisition of shares of the Trust.
7.4. Indemnification by the Trust
7.4(a). The Trust agrees to indemnify and hold harmless the Company and its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act (thereinafter collectively, the
indemnified Parties" and individually, "Indemnified Party," for purposes of this
Section 7.4) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Trust) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements:
(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 of sales literature of the Trust (or any
amendment or supplement is 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
21
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 the Trust by or on behalf of the Company
for use in the registration statement or prospectus for the Trust or
in sales literature (or any amendment or supplement) or otherwise
for use in connection with the sale of the Contracts or Portfolio
shares; or
(ii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a registration
statement, prospectus, other similar disclosure document, 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 to the Company by or on behalf of the Trust; or
(iii) arise as a result of any failure by the Trust to provide the
services and furnish the materials under the terms of this
Agreement; or
(iv) 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; as limited by and in accordance with the
provisions of Section 7.4(b) and 7.4(c) hereof.
7.4(b). The Trust 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 as may arise from such 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.
7.4(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 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 will 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 Indemnified Party named in the action. After notice
from the Trust to such Indemnified Party of the Trust's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Trust will not be liable to such
22
Indemnified Party under this Agreement for any legal or other expenses
subsequently incurred by such Indemnified Party independently in connection with
the defense thereof other then reasonable costs of investigation.
7.4(d). The Company agrees to promptly notify the Trust 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, with respect to the operation of each Account, or the sale or
acquisition of shares of the Trust.
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 Massachusetts.
8.2. This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions or exclusions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Exemptive Order) and the terms hereof shall be interpreted and construed in
accordance therewith.
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 the Company by written notice to the Trust, the
Adviser, or the Administrator with respect to any Portfolio based
upon the Company's determination that shares of such Portfolio are
not reasonably available to meet the requirements of the Contracts.
Reasonable advance notice of election to terminate shall be furnished
by the Company, said termination to be effective ten (10) days after
receipt of notice unless the Trust makes available a sufficient
number of shares to reasonably meet the requirements of the Account
within said ten (10) day period; or
(c) termination by the Company upon written notice to the Trust, the
Adviser, or the Administrator with respect to any Portfolio in the
event any of the Portfolio's 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 the Company. The
terminating party shall give prompt notice to the other parties of
its decision to terminate; or
23
(d) termination by the Company upon written notice to the Trust, the Adviser
or the Administrator with respect to any Portfolio in the event that
such portfolio ceases to qualify as a Regulated Investment Company under
Subchapter M of the Code or under any successor or similar provision; or
(e) termination by the Company upon written notice to the Trust, the
Adviser, or the Administrator with respect to any Portfolio in the
event that such Portfolio fails to meet the diversification
requirements specified in Article V hereof; or
(f) termination by either the Trust, the Adviser, or the Administrator by
written notice to the Company, if either one or more of the Trust, the
Adviser, or the Administrator, shall determine, in its or their sole
judgment exercised in good faith, that the Company and/or their
affiliated companies has, suffered a material adverse change in its
business, operations, financial condition or prospects since the date
of this Agreement or is the subject of material adverse publicity,
provided that the Trust, the Adviser, or the Administrator will give
the Company sixty (60) days' advance written notice of such
determination of its intent to terminate this Agreement, and provided
further that after consideration of the actions taken by the Company
and any other changes in circumstances since the giving of such notice,
the determination of the Trust, the Adviser, or the Administrator shall
continue to apply on the 60th day since giving of such notice, then
such 60th day shall be the effective date of termination; or
(g) termination by the Company by written notice to the Trust, the Adviser,
or the Administrator, if the Company shall determine, in its sole
judgment exercised in good faith, that either the Trust, the Adviser,
or the Administrator has suffered a material adverse change in its
business, operations, financial condition or prospects since the date
of this Agreement or is the subject of material adverse publicity,
provided that the Company will give the Trust, the Adviser, and the
Administrator sixty (60) days' advance written notice of such
determination of its intent to terminate this Agreement, and provided
further that after consideration of the actions taken by the Trust, the
Adviser or the Administrator and any other changes in circumstances
since the giving of such notice, the determination of the Company shall
continue to apply on the 60th day since giving of such notice, then
such 60th day shall be the effective date of termination; or
(h) termination by the Trust, the Adviser, or the Administrator by written
notice to the Company, if the Company gives the Trust, the Adviser, and
the Administrator the written notice specified in Section 1.4 hereof and
at the time such notice was given there was no notice of termination
24
outstanding under any other provision of this Agreement; provided,
however any termination under this Section 9.1(h) shall be effective
sixty (60) days after the notice specified in Section 1.4 was given;
or
(i) termination by any party upon the other party's breach of any
representation in Article 2 or any material provision of this
Agreement, which breach has not been cured to the satisfaction of
the terminating party within ten (10) days after written notice of
such breach is delivered to the Trust or the Company, as the case
may be; or
(j) termination by the Trust, the Adviser, or Administrator by written
notice to the Company in the event an Account or Contract listed on
Schedule A is not registered or sold in accordance with applicable
federal or state law or regulation or in the event an Account or
Contract listed on Schedule B or Schedule C is not exempt from
registrations or sold in accordance with applicable federal or state
law, or, to the extent required by the law, the Company fails to
provide pass-through voting privileges as specified in Section 3.4.
9.2. Effect of Termination. Notwithstanding any termination of this Agreement,
the Trust shall at the option of the Company, continue to make available
additional shares of the Trust pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts") unless such
further sale of Trust shares is prescribed by law, regulation or applicable
regulatory body, or unless the Trust determines that liquidation of the Trust
following termination of this Agreement is in the best interests of the Trust
and its shareholders. Specifically, without limitation, the owners of the
Existing Contracts shall be permitted to direct reallocation of investments in
the Trust, redemption of investments in the Trust and/or investment in the Trust
upon the making of additional purchase payments under the Existing Contracts. In
the event that additional shares are made available for Existing Contracts
pursuant to this Section 9.2, this agreement shall remain in full force and
effect in connection therewith until this agreement is terminated in its
entirety. The parties agree that this Section 9.2 shall not apply to any
terminations under Article VI and the effect of such Article VI termination
shall be governed by Article VI of this Agreement.
9.3. The Company shall not redeem Trust shares attributable to the Contracts
(as distinct from Trust shares attributable, to the Company's assets held in the
Account) except: (a) as necessary to implement Contract owner initiated or
approved transactions, or (b) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption") or (c), for
Schedule A, Schedule B, or C Accounts, as permitted by an order of the SEC
pursuant to Section 26(c) of the 1940 Act. Upon request, the Company will
promptly furnish to the Trust, the Adviser and the Administrator the opinion of
counsel for the Company (which counsel shall be reasonably satisfactory to the
Trust and the Adviser) to the effect that any redemption pursuant to clause (b)
above is a Legally Required Redemption. Furthermore, except in cases where
permitted under
25
the terms of the Contracts, the Company shall not prevent Contract owners from
allocating payments to a Portfolio that was otherwise available under the
Contracts without first giving the Trust or the Adviser 30 days notice of its
intention to do so.
ARTICLE X. NOTICES
Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.
If to the Trust:
One Group Investment Trust
0000 Xxxxxxx Xxxxxxx, Xxxxx X-0
Xxxxxxxx, Xxxx 00000
Attn: President
If to the Administrator:
One Group Administrative Services, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx X-0
Xxxxxxxx, Xxxx 00000
Attention: President
If to the Adviser:
Banc One Investment Advisors Corporation
0000 Xxxxxxx Xxxxxxx, Xxxxx X0
Xxxxxxxx, Xxxx 00000
Attn: President
If to the Company: With a copy to:
Hartford Life Insurance Company Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxx Xxxxx Attn: Xxxxxxxxx Xxxxxx, General Counsel
26
ARTICLE XI. MISCELLANEOUS
11.1. All persons dealing with the Trust must look solely to the property of
the Trust for the enforcement of any claims against the Trust as neither the
Board, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Trust. Each of the Company, the
Adviser, and the Administrator acknowledges and agrees that, as provided by the
Trust's Amended and Restated Declaration of Trust, the shareholders, trustees,
officers, employees and other agents of the Trust and as Portfolios shall not
personally be bound by or liable for matters set forth hereunder, nor shall
resort be had to their private property for the satisfaction of any obligation
or claim hereunder. The Trust's Amended and Restated Declaration of Trust is on
file with the Secretary of State of Massachusetts.
11.2. 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 until such time as it may come into
the public domain without the express written consent of the affected party.
11.3. 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.
11.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
11.5. 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.
11.6. Each party hereto shall cooperate with each other party and all
appropriate government authorities (including without limitation the Securities
and Exchange Commission, the National Association of Securities Dealers and
state insurance regulators) and shall permit such authorities (and other parties
hereto) reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
11.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations
at law or in equity, which the parties hereto are entitled to under state and
federal laws. This agreement superseds any and all prior fund participation
agreements made by and between the parties.
11.8. This Agreement or any of the rights and obligations hereunder may not be
27
assigned by any party without the prior written consent of all parties hereto;
provided, however, that the Adviser may, with advance written notice to the
other parties hereto, assign this Agreement or any rights or obligations
hereunder to any affiliate of or company under common control with the Adviser
if such assignee is duly licensed and registered to perform the obligations of
the Adviser under this Agreement.
11.9. The Company shall furnish, or shall cause to be furnished, to the Trust
or its designee upon request, copies of the following reports:
(a) the Company's annual statement (prepared under statutory accounting
principles) and annual report (prepared under generally accepted
accounting principles ("GAAP"), if any), as soon as practical and in
any event within 90 days after the end of each fiscal year;
(b) the Company's June 30th quarterly statements (statutory), as soon as
practical and in any event within 45 days following such period;
(c) any financial statement, proxy statement, notice or report of the
Company sent to stockholders and/or policyholders, as soon as
practical after the delivery thereof to stockholders;
(d) any registration statement (without exhibits) and financial reports
the Company, as depositor of an Account shown on Schedule A, filed
with the Securities and Exchange Commission or any state insurance
regulator, as soon as practical after the filing thereof; and
(e) any other public report submitted to the Company by independent
accountants in connection with any annual, interim or special audit
made by them of the books of the Company, as soon as practical after
the receipt thereof.
11.10 The names "One Group(R) Investment Trust" and "Trustees of One Group(R)
Investment Trust" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust dated January 2000 to which reference is hereby made and a
copy of which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of 'One Group Investment
Trust' entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, Shareholders or representatives of the
Trust personally, but bind only the assets of the Trust, and all persons dealing
with any series of Shares of the Trust must look solely to the assets of the
Trust belonging to such series for the enforcement of any claims against the
Trust.
[SIGNATURE PAGES FOLLOW]
28
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in as name and on its behalf by its duly authorized representative
effective as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
on behalf of Itself and each of its Accounts named in
Schedule A, Schedule B, and Schedule C hereto, as amended from time to time
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President Sales &
Marketing
ONE GROUP [ILLEGIBLE] INVESTMENT TRUST
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Secretary
ONE GROUP ADMINISTRATIVE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
BANC ONE INVESTMENT ADVISORS CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President & Chief Executive Officer
29
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
FORM NUMBERS
NAME OF SEPARATE ACCOUNT AND DATE FUNDED BY SEPARATE
ESTABLISHED BY BOARD OF DIRECTORS ACCOUNT NAME OF CONTRACT
---------------------------------------------------------------------------------------
ICMG Registered Variable Life GVL-95 1. The One Provider
Insurance Separate Account One
Hartford Life Insurance Company HL-VA03 1. Hartford Leaders
Separate Account Seven HL-VAXC03 Outloot/Bank One
2. Hartford Leaders
Plus/Bank One
3. Hartford Leaders/Bank
One
30
SCHEDULE B
SEPARATE ACCOUNTS AND CONTRACTS
NAME OF SEPARATE ACCOUNT AND DATE ESTABLISHED FORM NUMBERS
BY BOARD OF DIRECTORS FUNDED BY SEPARATE ACCOUNT
----------------------------------------------------------------------------------
N/A N/A
31
SCHEDULE C
SEPARATE ACCOUNTS AND CONTRACTS
FORM NUMBERS
NAME OF SEPARATE ACCOUNT AND DATE FUNDED BY SEPARATE
ESTABLISHED BY BOARD OF DIRECTORS ACCOUNT NAME OF CONTRACT
---------------------------------------------------------------------------------------
Hartford Life Insurance Company GVL-93(P) 1. The One Private
Separate Account ICMG Series IVL-97(P) Placement
III-B February 8, 1996
32
SCHEDULE D
PARTICIPATING ONE GROUP INVESTMENT TRUST PORTFOLIOS
PORTFOLIOS CONTRACTS
-----------------------------------------------------------------------------
One Group Investment Trust Government 1. The One Provider
Bond Portfolio 2. The One Private Placement
One Group Investment Trust Bond 3. Hartford Leaders Outlook/Bank
Portfolio One
One Group Investment Trust Balanced 4. Hartford Leaders Plus/Bank One
Portfolio 5. Hartford Leaders/Bank One
One Group Investment Trust Large Cap
Growth Portfolio
One Group Investment Trust Equity Index
Portfolio
One Group Investment Trust Mid Cap
Growth Portfolio
One Group Investment Trust Diversified
Mid Cap Portfolio
One Group Investment Trust Diversified
Equity Portfolio
One Group Investment Trust Mid Cap Value
Portfolio
33
AMENDMENT NO. 1
AMENDED AND RESTATED
PARTICIPATION AGREEMENT
The Amended and Restated
Participation Agreement (the "Agreement"), dated June
10, 2004, by and among Hartford Life Insurance Company ("HL"), Hartford Life and
Annuity Insurance Company ("HLA") (HL and HLA together with its insurance
company affiliates is hereafter collectively called the "Company"), JPMorgan
Insurance Trust (the "Trust"), JPMorgan Funds Management, Inc. (the
"Administrator") and JPMorgan Investment Advisors (the "Adviser") is hereby
amended as follows:
1. HLA is hereby added as a party to the Agreement.
2. SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ENTIRETY AND
REPLACED WITH THE ATTACHED SCHEDULE A.
3. SCHEDULE B TO THE AGREEMENT IS HEREBY DELETED IN 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 HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxx Xxxxx
Its: Senior Vice President Its: Senior Vice President
Date: 5/2/08 Date: 5/2/08
1
JPMORGAN INVESTMENT ADVISORS INC. JPMORGAN INSURANCE TRUST
(FKA BANC ONE INVESTMENT ADVISORS (FKA AS ONE GROUP INVESTMENT TRUST)
CORPORATION)
By its authorized officer, By its authorized officer,
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxxxx X. House
-------------------------------- ----------------------------------
Name: Xxxx X. Xxxx Name: Xxxxxxx X. House
Its: Treasurer & Chief Financial Its: Assistant Treasurer
Officer
Date: [ILLEGIBLE] Date: [ILLEGIBLE]
JPMORGAN FUNDS MANAGEMENT, INC.
(FKA ONE GROUP ADMINISTRATIVE SERVICES, INC)
By its authorized officer,
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Its: Vice President
Date: 5/13/08
2
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
SEPARATE ACCOUNT NAME OF CONTRACT
------------------------------------------------------------------------------------------------------------
ICMG Registered Variable Life Insurance Separate The One Provider
Account One
Hartford Life Insurance Company Separate Account Hartford Leaders Outlook/Bank One
Seven Hartford Leaders Plus/Bank One
Hartford Leaders/Bank One
Hartford Leaders/Chase (all series)
Hartford Life and Annuity Insurance Company Separate Hartford Leaders/Chase (all series)
Account Seven
3
SCHEDULE B
PARTICIPATING PORTFOLIOS
SEPARATE ACCOUNT
JPMorgan Insurance Trust Government Bond Portfolio
JPMorgan Insurance Trust Core Bond Portfolio
JPMorgan Insurance Trust Balanced Portfolio
JPMorgan Insurance Trust Equity Index Portfolio
JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio
JPMorgan Insurance Trust Diversified Equity Portfolio
JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio
JPMorgan Insurance Trust Intrepid Growth Portfolio
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio
4
AMENDMENT NO. 2
AMENDED AND RESTATED
PARTICIPATION AGREEMENT
The Amended and Restated
Participation Agreement (the "Agreement"), dated June
10, 2004, as amended May 1, 2008 by and among Hartford Life Insurance Company
("HL"), Hartford Life and Annuity Insurance Company ("HLA") (HL and HLA together
with its insurance company affiliates is hereafter collectively called the
"Company"), JPMorgan Insurance Trust (the "Trust"), JPMorgan Funds Management,
Inc. (the "Administrator") and JPMorgan Investment Advisors Inc. ("JPMIA"), X.X.
Xxxxxx Investment Management Inc. ("JPMIM") (JPMIA and JPMIM is hereafter
collectively called the "Adviser"), as amended to the date hereto, is hereby
amended as follows:
1. Schedule C to the Agreement is hereby deleted in its entirety and
replaced with the attached Schedule C.
2. Schedule D to the Agreement is hereby deleted in its entirety and
replaced with the attached Schedule D.
3. JPMIM is hereby added as a party to the Agreement.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective April 24, 2009
HARTFORD LIFE INSURANCE COMPANY HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
By its authorized officer, By its authorized officer,
By: /s/ Xxxxx X. Xxx Xxxxx By: /s/ Xxxxx X. Xxx Xxxxx
-------------------------------- ----------------------------------
Name: Xxxxx X. Xxx Xxxxx Name: Xxxxx X. Xxx Xxxxx
Its: Vice President Its: Vice President
Date: 10/26/09 Date: 10/26/09
1
JPMORGAN INVESTMENT ADVISORS INC.
By its authorized officer,
By: /s/ Xxxx X.Xxxx
----------------------------------------
Name: Xxxx X.Xxxx
Its: Treasurer & Chief Financial Officer
Date: 10/13/09
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By its authorized officer,
By: /s/ Xxxx X Xxxxxx
----------------------------------
Name: Xxxx X Xxxxxx
Its: Managing Director
Date: 10/20/09
JPMORGAN INSURANCE TRUST
By its authorized officer,
BY: /s/ Xxxxxxx X. House
----------------------------------
Name: Xxxxxxx X. House
Its: Assistant Treasurer
Date: 10/14/09
2
JPMORGAN FUNDS MANAGEMENT, INC.
By its authorized officer,
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Its: Managing Director
Date: 10/20/09
3
SCHEDULE C
SEPARATE ACCOUNTS AND CONTRACTS
FORM NUMBERS
NAME OF SEPARATE ACCOUNT AND DATE FUNDED BY SEPARATE
ESTABLISHED BY BOARD OF DIRECTORS ACCOUNT NAME OF CONTRACT
--------------------------------------------------------------------------------
Hartford Life Insurance Company GVL-93(P) Series III-B
Separate Account ICMG Series III-B IVL-97(P) Series III-C
February 8, 1996 Series III-D
Series III-V
Series III-XX
Xxxxxxxx Life Insurance Company GVL-93(P) Series I
Separate Account ICMG Series I IVL-97(P)
November 15, 1993
Hartford Life Insurance Company GVL-93(P) Series II
Separate Account ICMG Series II IVL-97(P)
November 15,1993
Hartford Life Insurance Company GVL-93(P) Series IIA
Separate Account ICMG Series IIA IVL-97(P)
November 15, 1993
Hartford Life Insurance Company GVL-93(P) Series IIB
Separate Account ICMG Series IIB IVL-97(P)
April 17, 1995
Hartford Life Insurance Company GVL-93(P) Series IIC
Separate Account ICMG Series IIC IVL-97(P)
December 12, 1997
Hartford Life Insurance Company GVL-93(P) Series IID
Separate Account ICMG Series IID IVL-97(P)
June 7,1999
Hartford Life Insurance Company GVL-93(P) Series III
Separate Account ICMG Series III IVL-97(P)
December 17, 1993
Hartford Life Insurance Company GVL-93(P) Series IIIA
Separate Account ICMG Series IIIA IVL-97(P)
December 17, 1993
4
FORM NUMBERS
NAME OF SEPARATE ACCOUNT AND DATE FUNDED BY SEPARATE
ESTABLISHED BY BOARD OF DIRECTORS ACCOUNT NAME OF CONTRACT
--------------------------------------------------------------------------------
Hartford Life Insurance Company GVL-93(P) Series IV
Separate Account ICMG Series IV IVL-97(P) Series IVA
April 17,1995 Series IVB
Series IVC
Series IVD
Series IVE
Series IVF
Series IVG
Series IVH
Series IVJ
Series IVK
Series IVL
Series 4V
Hartford Life Insurance Company IVL-99(P) Series VII
Separate Account ICMG Series VII Select Series
April 1, 1999
5
SCHEDULE D
PARTICIPATING JPMORGAN INSURANCE TRUST PORTFOLIOS
Portfolios
JPMorgan Insurance Trust Balanced Portfolio
JPMorgan Insurance Trust Core Bond Portfolio
JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio
JPMorgan Insurance Trust Equity Index Portfolio
JPMorgan Insurance Trust International Equity Portfolio
JPMorgan Insurance Trust Intrepid Growth Portfolio
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio
JPMorgan Insurance Trust Mid Cap Value Portfolio
JPMorgan Insurance Trust Small Cap Core Portfolio
JPMorgan Insurance Trust U.S. Equity Portfolio
6