Exhibit 23(h)(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FUND PARTICIPATION AGREEMENT
among
HUNTINGTON VA FUNDS,
HUNTINGTON ASSET ADVISORS, INC.,
EDGEWOOD SERVICES, INC.
and
HARTFORD LIFE INSURANCE COMPANY
TABLE OF CONTENTS
ARTICLE I. FUND SHARES................................................2
ARTICLE II. GENERAL DUTIES............................................5
ARTICLE III. REPRESENTATIONS AND WARRANTIES...........................6
ARTICLE IV. PROSPECTUSES; REPORTS TO SHAREHOLDERS
AND PROXY STATEMENTS; VOTING..............................8
ARTICLE V. SALES MATERIAL AND INFORMATION.............................9
ARTICLE VI. DIVERSIFICATION..........................................10
ARTICLE VII. POTENTIAL CONFLICTS.....................................10
ARTICLE VIII. INDEMNIFICATION........................................12
ARTICLE IX. APPLICABLE LAW...........................................18
ARTICLE X. TERMINATION...............................................18
ARTICLE XI. NOTICES..................................................20
ARTICLE XII. MISCELLANEOUS...........................................21
FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made as of the 1st day of November, 2003 by and among
Hartford Life Insurance Company, a Connecticut corporation ("Hartford"), on
its behalf and on behalf of each separate account set forth on Schedule A
attached as it may be amended from time to time (the "Separate Accounts");
Huntington VA Funds, a Massachusetts business trust (the "Trust"), on its
behalf and on behalf of each of its series set forth on Schedule B attached
as it may be amended from time to time (the "Funds"); Edgewood Services,
Inc., a New York corporation (the "Distributor") and Huntington Asset
Advisors, Inc., a registered investment adviser (the "Adviser").
.......WHEREAS, the Trust engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established by insurance companies for life insurance
policies and annuity contracts; and
.......WHEREAS, the Distributor is registered as a broker/dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), is a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD") and serves as principal underwriter of the shares of the Trust; and
.......WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and serves as the investment
adviser to the Trust; and
WHEREAS, Hartford is an insurance company which has registered or will
register the variable annuities and/or variable life insurance policies
listed on Schedule A attached as may be amended from time to time under the
Securities Act of 1933 (the "1933 Act") and the Investment Company Act of
1940 (the "1940 Act") to be issued by it for distribution (the "Contracts");
and
.......WHEREAS, the Trust intends to make available shares of the Funds to the
Separate Accounts of Hartford; and
.......WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Separate Accounts wish to purchase shares of the Funds to
serve as an investment medium for the Contracts funded by the Separate
Accounts, and the Distributor is authorized to sell shares of the Funds; and
WHEREAS, the Fund shares may be made available to separate accounts of
one or more insurance companies that fund variable annuity contracts or
variable life insurance policies, subject to receipt of any required relief
pursuant to an exemptive order from the Securities and Exchange Commission
("SEC"), granting exemptions from the provisions of various sections of the
1940 Act and Rules thereunder, to the extent necessary to permit shares of
the Funds to be sold to and held by variable annuity and variable life
insurance separate accounts of life insurance companies that may or may not
be affiliated with one another (hereinafter the "Mixed and Shared Funding
Exemptive Order");
.......
.......NOW, THEREFORE, in consideration of their mutual promises, Hartford,
the Trust, the Distributor and the Adviser agree as follows:
ARTICLE I. FUND SHARES
1.1...The Trust and the Distributor agree to make shares of the Funds
available for purchase on each Business Day (as defined below) by the
Separate Accounts. Each Fund will execute orders placed for each Separate
Account on a daily basis at the net asset value next computed after receipt
and acceptance by the Trust or its designee of such order.
A. For purposes of this Agreement, Hartford shall be the designee of
the Trust for receipt of orders from each Separate Account and receipt by
Hartford constitutes receipt by the Trust, provided that the Distributor
receives notice of orders by 8:30 a.m. (Eastern time) on the next following
Business Day.
B. For purposes of this Agreement, "Business Day" shall mean each day on
which the New York Stock Exchange is open for trading and on which each Fund
calculates its net asset value pursuant to the rules of the Securities and
Exchange Commission ("SEC") as set forth in the Trust's registration
statement on Form N-1A (the "Registration Statement").
1.2 The Trust agrees to make available on each Business Day shares of the
Funds for purchase at the applicable net asset value per share by the
Separate Accounts; provided, however, that the Board of Trustees of the Trust
(the "Board"), acting in good faith and in the exercise of its fiduciary
responsibilities, may refuse to permit the Trust to sell shares of any Fund
to any person, or suspend or terminate the offering of shares of any Fund if
such action is required by law or by regulatory authorities having
jurisdiction over the sale of shares or if the Board determines that such
action is necessary in the best interests of the shareholders of any Fund.
1.3 The Trust and Distributor agree that shares of the Funds will be sold
only to insurance companies, for use in conjunction with variable life
insurance policies or variable annuities to separate accounts of insurance
companies, and to other persons consistent with the diversification rules
under Section 817(h) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder. No shares of the Funds will be sold
to the general public unless otherwise permitted by the Mixed and Shared
Funding Exemptive Order and any applicable provisions of the Code.
1.4 The Trust agrees to redeem for cash, upon receipt of a request for
redemption that is complete and meets all applicable legal requirements from
Hartford on any Business Day, any full or fractional shares of the Funds held
by the Separate Accounts at the net asset value next computed after receipt
by the Trust or its designee of the request for redemption, except that the
Trust reserves the right to suspend redemptions temporarily to the extent
permitted under the 1940 Act.
A. For purposes of this Agreement, Hartford shall be the designee of
the Trust for receipt of redemption requests from each Separate Account and
receipt by Hartford constitutes receipt by the Trust, provided that the
Distributor receives notice of the redemption request by 8:00 a.m. (Eastern
time) on the next following Business Day. Hartford agrees to submit such
orders electronically through secured trading systems as described on
Schedule C to this Agreement or, if it is unable to submit orders
electronically, Hartford shall submit such orders through manual
transmissions using the procedures described in Schedule C to this Agreement.
1.5 Hartford agrees that purchases and redemptions of Fund shares shall be
made in accordance with the provisions of the then current prospectuses of
the Funds.
A. Hartford will place separate orders to purchase or redeem shares
of each Fund. Each order shall describe the net amount of shares and dollar
amount of each Fund to be purchased or redeemed.
B. Unless otherwise specified in Schedule C, Hartford shall pay for
shares of the Funds on the next Business Day after Hartford's receipt of an
order to purchase shares of a Fund, and payment shall be in federal funds
transmitted by wire.
C. In the event of net redemptions, a Fund shall pay the redemption
proceeds in federal funds transmitted by wire on the next Business Day after
Hartford's receipt of an order to redeem shares.
1.6 Issuance and transfer of a Fund's shares will be by book entry only.
Share certificates will not be issued to Hartford or any Separate Account.
Shares purchased will be recorded in an appropriate title for each Separate
Account or the appropriate sub-account of each Separate Account. The Trust
shall furnish to Hartford the CUSIP number assigned to each Fund identified
in Schedule B attached as may be amended from time to time.
1.7 The Trust or its designee shall notify Hartford in advance of any
dividends or capital gain distributions payable on a Fund's shares, but by no
later than same day notice by 6:00 p.m. Eastern time (by wire or telephone,
followed by written confirmation). Hartford elects to receive all such
dividends and capital gain distributions in additional shares of the paying
Fund. The Trust or its agent shall notify Hartford of the number of shares
issued as payment of dividends and distributions. Hartford reserves the
right to revoke this election and to receive all such dividends and capital
gain distributions in cash.
1.8 Unless otherwise specified in Schedule C, the Trust or its agent shall
advise Hartford on each Business Day of the net asset value per share for
each Fund 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.
A. If the Trust or its agent provides materially incorrect share net
asset value information through no fault of Hartford, the Separate Accounts
shall be entitled to an adjustment with respect to the Fund shares purchased
or redeemed to reflect the correct net asset value per share.
B. The determination of the materiality of any net asset value
pricing error and its correction shall be based on the SEC's recommended
guidelines regarding these errors. Any material error in the calculation or
reporting of net asset value per share, dividend or capital gain information
shall be reported promptly to Hartford upon discovery. The Trust and/or its
agents shall indemnify and hold harmless Hartford against any amount Hartford
is legally required to pay qualified plans ("Plans") or Contract owners, and
which amount is due to the Trust's or its agents' material miscalculation
and/or incorrect reporting of the daily net asset value, dividend rate or
capital gains distribution rate. Hartford shall submit an invoice to the
Trust or its agents for such losses incurred as a result of the above which
shall be payable within sixty (60) days of receipt. Should a material
miscalculation by the Trust or its agents result in a gain to Hartford,
Hartford shall immediately reimburse the Trust or its agents for any amount
lost by the Trust or its agents as a result of the incorrect calculation.
Should a material miscalculation by the Trust or its agents result in a gain
to the Plans or Contract owners, Hartford will consult with the Trust or its
designee as to what reasonable efforts shall be made to recover the money and
repay the Trust or its agents. Hartford shall then make such reasonable
effort, at the expense of the Trust or its agents, to recover the money and
repay the Trust or its agents; but Hartford shall not be obligated to take
legal action against the Plans or Contract owners.
With respect to the material errors or omissions relating to net asset
value pricing, this section shall control over other indemnification
provisions in this Agreement.
ARTICLE II. GENERAL DUTIES
2.1 Hartford shall take all such actions as are necessary under applicable
federal and state law to permit the sale of the Contracts issued by Hartford,
including registering each Separate Account as an investment company to the
extent required under the 1940 Act, and registering the Contracts or
interests in the Separate Accounts under the Contracts to the extent required
under the 1933 Act, and obtaining all necessary approvals to offer the
Contracts from state insurance commissioners.
2.2 Hartford shall make every effort to maintain the treatment of the
Contracts issued by Hartford as annuity contracts or life insurance policies,
whichever is appropriate, under the applicable provisions of the Code, and
shall notify the Trust and the Distributor immediately upon having a
reasonable basis for believing that such Contracts have ceased to be so
treated or that they might not be so treated in the future. In that regard,
Hartford shall make every effort to remedy any Contract's failure to be
treated as annuity contracts or life insurance policies, as appropriate,
under applicable provisions of the Code, including Section 72 and regulations
thereunder within the required time frames.
2.3 Hartford or its agents shall offer and sell the Contracts in accordance
with applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the
NASD Rules of Fair Practice, and state insurance law respecting the offering
of variable life insurance policies and variable annuity contracts.
2.4 The Distributor shall sell and distribute the shares of the Funds in
accordance with the applicable provisions of the 1933 Act, the 1934 Act, the
1940 Act, the NASD Rules of Fair Practice, and state law.
2.5 During such time as the Trust engages in activities that require a
Mixed and Shared Funding Exemptive Order, a majority of the Trust's Board
shall consist of persons who are not "interested persons" of the Trust
("Independent Trustees"), as defined by Section 2(a)(19) of the 1940 Act and
the rules thereunder, and as modified by any applicable orders of the SEC,
except that if this provision of this Article 2.5 is not met by reason of the
death, disqualification, or bona fide resignation of any Trustee or Trustees,
then the operation of this provision shall be suspended (a) for a period of
45 days if the vacancy or vacancies may be filled by the Trust's Board; (b)
for a period of 60 days if a vote of shareholders is required to fill the
vacancy or vacancies; or (c) for such longer period as the SEC may prescribe
by rule or order upon application.
2.6 As long as pass through voting is required by the SEC, and provided it
is consistent with their fiduciary duties, Hartford and its agents will not
in any way recommend any proposal in opposition to, or oppose or interfere
with, any proposal submitted by the Trust at a meeting of owners of Contracts
or shareholders of the Funds, and will in no way recommend any proposal in
opposition to, or oppose or interfere with, the solicitation of proxies by
the Trust of shares held by Contract owners, without the prior written
consent of the Trust.
2.7 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities having jurisdiction (including, without
limitation, the SEC, the NASD, and state insurance regulators) and shall
permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby.
ARTICLE III. REPRESENTATIONS AND WARRANTIES
3.1 Hartford represents and warrants that:
A. The Contracts or the interests in the Separate Accounts under
such Contracts are or prior to issuance will be registered as securities
under the 1933 Act unless exempt and that the registrations will be
maintained to the extent required by law.
B. The Contracts will be issued in compliance with all applicable
federal and state laws and regulations.
C. Hartford is a life insurance company duly organized and in good
standing under Connecticut law and that it is taxed as an insurance company
under applicable provisions of the Code.
D. Hartford has legally and validly established each Separate
Account prior to any issuance or sale as a segregated asset account under the
Connecticut Insurance Code and has registered or, prior to any issuance or
sale of the Contracts, will register and will maintain the Registration of
each Separate Account as a unit investment trust in accordance with the 1940
Act, and each of the Separate Accounts is a validly existing separate account
under the applicable federal and state law.
E. The Contracts are treated as annuity contracts under applicable
provisions of the Code. Hartford will make every effort to maintain such
treatment and will notify the Trust and the Adviser immediately in writing
upon having a reasonable basis for believing that the Contracts have ceased
to be treated as such or might not be treated as such in the future.
3.2 The Trust and the Distributor represent and warrant that:
A. Fund shares sold pursuant to this Agreement shall be registered
under the 1933 Act and the regulations thereunder to the extent required.
B. Fund shares shall be duly authorized for issuance in accordance
with the laws of each jurisdiction in which shares will be offered.
C. Fund shares shall be offered in compliance with all applicable
federal and state securities laws and regulations.
D. The Trust is or will be registered under the 1940 Act and the
regulations thereunder to the extent required.
E. The Trust shall amend the Registration Statement for Fund 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.
3.3 The Trust and the Adviser represent and warrant that each Fund will
qualify as a Regulated Investment Company under Subchapter M of the Code.
The Trust and Adviser will make every effort to maintain such qualification
and that both will notify Hartford immediately in writing upon having a
reasonable basis for believing that the Trust has ceased to qualify or that
the Trust might not qualify in the future. In the event the Trust ceases to
so qualify, it will immediately take all steps necessary (a) to notify
Hartford of such event and (b) where available, achieve compliance within any
grace period afforded under the Code.
3.4 The Trust represents and warrants that:
A. The Trust is duly organized and validly existing under the laws
of the Commonwealth of Massachusetts.
B. The Trust does and will comply in all material respects with the
1940 Act.
C. If the Trust determines that it is necessary, the Trust will
obtain prior to sale or issuance of the Contracts, an order from the SEC,
granting participating insurance companies and variable insurance product
separate accounts exemptions from the provisions of the 1940 Act, as amended,
and the rules thereunder, to the extent necessary to permit shares of the
Trust to be sold to and held by variable insurance product separate accounts
of both affiliated and unaffiliated life insurance companies.
3.5 The Distributor represents and warrants that:
A. It is and shall remain duly registered under all applicable
federal and state laws and regulations necessary for the performance of its
obligations to the Trust and Hartford and that it will perform its
obligations to the Trust and Hartford in compliance with the laws and
regulations and any applicable state and federal laws and regulations.
ARTICLE IV. PROSPECTUSES; REPORTS TO SHAREHOLDERS
AND PROXY STATEMENTS; VOTING
4.1 The Trust, at its expense, will print and provide Hartford with as many
copies of each Fund's current prospectus and statement of additional
information as Hartford may reasonably request to deliver to existing
Contract owners. At Hartford's request, the Trust will provide, in lieu of
the printed prospectuses, camera-ready film or computer diskettes containing
a Fund's prospectus and statement of additional information or electronic
files of the same for printing by Hartford at the Trust's expense. If
Hartford chooses to receive camera-ready film, computer diskettes or
electronic files in lieu of receiving printed copies of a Fund's prospectus
and statement of additional information, the Trust shall bear the cost of
providing the information in that format. Hartford will deliver, at the
Trust's expense, such prospectuses, and statements of additional information
to existing Contract owners as required under applicable law.
A. Hartford may elect to print a Fund's prospectus and/or its
statement of additional information in combination with the prospectuses and
statements of additional information of other registered investment
companies. In such event, the Trust shall bear its pro rata share of
printing expenses based on the number of combined printed pages.
4.2 Hartford, at its expense, will print the Contract prospectus for use
with prospective owners of Contracts.
4.3 The Trust, at its expense, will provide Hartford with printed or
electronic copies of its reports to shareholders, and other communications to
shareholders in such quantity as Hartford shall reasonably require for
distributing, at the Trust's expense, to Contract owners.
4.4 The Trust will provide Hartford with copies of its proxy
solicitations. Hartford, at its own expense, will, to the extent required by
law, (a) distribute proxy materials to eligible Contract owners, (b) solicit
voting instructions from eligible Contract owners, (c) vote the Fund shares
in accordance with instructions received from Contract owners; and (d) if
required by law, vote Fund shares for which no instructions have been
received in the same proportion as shares of the Fund for which instructions
have been received.
A. To the extent permitted by applicable laws and subject to Article
2.6, Hartford reserves the right to vote Fund shares held in any Separate
Account in its own right.
4.5 The Trust will comply with all provisions and interpretations of the
1940 Act and the rules thereunder requiring voting by shareholders.
4.6 If and during the time as the Trust engages in activities that require
a Mixed and Shared Funding Exemptive Order, the Trust shall disclose in its
prospectus that (1) the Funds are intended to be a funding vehicle for
variable annuity and variable life insurance contracts offered by various
insurance companies, (2) material irreconcilable conflicts possibly may
arise, and (3) the Board will monitor events in order to identify the
existence of any material irreconcilable conflicts and to determine what
action, if any, should be taken in response to any such conflict. The Trust
hereby notifies Hartford that prospectus disclosure may be appropriate
regarding potential risks of offering shares of the Funds to separate
accounts funding both variable annuity contracts and variable life insurance
policies and to separate accounts funding Contracts of unaffiliated life
insurance companies.
ARTICLE V. SALES MATERIAL AND INFORMATION
5.1 Hartford shall furnish, or shall cause to be furnished, to the Trust
and the Adviser at least ten (10) Business Days prior it is use, each piece
of sales literature or other promotional material prepared by Hartford in
which the Trust (or any Fund in the Trust), the Adviser or the Distributor is
described. No sales literature or other promotional material will be used if
the Trust, the Adviser, or the Distributor reasonably objects to its use
within ten (10) Business Days after receipt by the Trust or the Adviser.
5.2 Hartford and its affiliates and agents will not, without the permission
of the Trust, give any information or make any representations or statements
on behalf of the Trust or Adviser or concerning the Funds, the Trust or the
Adviser, in connection with the advertising or sale of the Contracts, other
than information or representations contained in: (a) the Trust's
Registration Statement or any Fund prospectus, (b) reports to shareholders,
(c) proxy statements for the Funds, or, (d) sales literature or other
promotional material approved by the Trust.
5.3 The Trust or Adviser shall furnish, or shall cause to be furnished, to
Hartford or its designee at least ten (10) Business Days prior to its use,
each piece of sales literature or other promotional material prepared by the
Trust or the Adviser in which Hartford, the Contracts or Separate Accounts,
are described. No sales literature or other promotional material will be
used if Hartford reasonably objects to its use within ten (10) Business Days
after receipt by Hartford.
5.4 Neither the Trust, the Adviser nor the Distributor will, without the
permission of Hartford, give any information or make any representations or
statements on behalf of Hartford, the Contracts, or the Separate Accounts or
concerning Hartford, the Contracts or the Separate Accounts, in connection
with the advertising or sale of the Contracts, other than the information or
representations contained in: (a) the registration statement or prospectus
for the Contracts, (b) reports to shareholders, (c) in sales literature or
other promotional material approved by Hartford.
5.5 The Trust will provide to Hartford at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports to shareholders, proxy statements, solicitations for voting
instructions, sales literature or other promotional materials, applications
for exemptions and requests for no-action letters, and all amendments, that
relate to the Trust or its shares, promptly after the filing of such document
with the SEC or other regulatory authority.
5.6 With respect to the Contracts listed on Schedule A attached as may be
amended from time to time, Hartford will provide to the Trust upon request
all registration statements, prospectuses, statements of additional
information and amendments and supplements thereto which are filed with the
SEC on or after the date of this Agreement, all reports, solicitations for
voting instructions, sales literature or other promotional materials,
applications for exemptions, and requests for no action letters, and all
amendments thereto.
5.7 For purposes of this Agreement, the phrase "sales literature or other
promotional material" includes, but is not limited to, 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, computerized media, Web site
or other public media), sales literature or other promotional material (i.e.
any written communication distributed or made generally available to
customers or the public, including brochures, circulars, information provided
on a Web site, research reports, market letters, form letters, seminar texts,
reprints or excerpts of any other advertisement, sales literature or other
promotional material, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees (but not including materials exclusively used
internally by licensed representatives).
ARTICLE VI. DIVERSIFICATION
6.1 The Trust and the Adviser represent and warrant that, at all times,
they will comply with Section 817(h) of the Code, the regulations promulgated
thereunder, and any Internal Revenue Service guidance, relating to the
diversification requirements for variable annuity, endowment, or life
insurance contracts and any amendments or other modifications to such
statutory, regulatory or administrative authority. In the event a Fund
ceases to so qualify, the Trust and the Adviser will immediately take all
steps necessary (a) to notify Hartford of such event and (b) to adequately
diversify the Fund so as to achieve compliance within the period afforded by
Treasury Regulation 817-5.
ARTICLE VII. POTENTIAL CONFLICTS
If and during the time that the Trust engages in activities that
require a Mixed and Shared Funding Exemptive Order, the parties shall comply
with the conditions in this Article VII.
7.1 The Board will monitor the Trust for the existence of any material
irreconcilable conflict (1) between the interests of owners of variable
annuity contracts and variable life insurance policies, and (2) between the
interests of owners of Contracts issued by different participating life
insurance companies that invest in the Trust.
A. The Board shall promptly inform Hartford if it determines that a
material irreconcilable conflict exists and the implications thereof. A
material irreconcilable conflict may arise for a variety of reasons,
including: (a) an action by any state insurance regulatory authority; (b) a
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretive letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Fund are
being managed; (e) a difference in voting instructions given by variable
annuity and variable life insurance Contract owners; or (f) disregard of a
Contract owner's voting instructions.
7.2 Hartford will report any potential or existing material irreconcilable
conflict of which it is aware to the Board. This includes, but is not
limited to, an obligation by Hartford to inform the Board whenever Contract
owner voting instructions are disregarded. Hartford will be responsible for
assisting the Board in carrying out its responsibilities under any Mixed and
Shared Funding Exemptive Order, or, if the Trust is engaged in mixed funding
or shared funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation
under the 1940 Act, Hartford will be responsible for assisting the Board in
carrying out its responsibilities under such regulation, by providing the
Board with access to all information reasonably necessary for the Board to
consider any issues raised. Hartford shall carry out its responsibility
under this Article 7.2 with a view only to the interests of the Contract
owners.
7.3 If it is determined by a majority of the Trust's Board, or a majority
of its Independent Trustees, that a material irreconcilable conflict exists
due to issues relating to the Contracts, Hartford will, at its expense and to
the extent reasonably practicable, take whatever steps it can which are
necessary to remedy or eliminate the material irreconcilable conflict,
including, without limitation, withdrawal of the affected Separate Account's
investment in the Funds. No charge or penalty will be imposed as a result of
such withdrawal.
7.4 Hartford and the Adviser, at least annually, will 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. All reports
received by the Board of potential or existing conflicts, and all Board
action with regard to determining the existence of a conflict, and
determining whether any proposed action adequately remedies a conflict, shall
be properly recorded in the minutes of the Board or other appropriate
records, and such minutes or other records shall be made available to the SEC
upon request.
ARTICLE VIII. indemnification
8.1 Indemnification by Hartford
A. Hartford agrees to indemnify and hold harmless the Distributor,
the Adviser, the Trust and each of its directors, trustees, officers,
employees and agents and each person, if any, who controls the Trust within
the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" and individually, the "Indemnified Party" for purposes of this
Article 8.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of Hartford,
which consent shall not be unreasonably withheld) or expenses (including the
reasonable costs of investigating or defending any alleged loss, claim,
damage, liability or expense and reasonable legal counsel fees incurred in
connection therewith) (collectively, "Losses"), to which the Indemnified
Parties may become subject under any statute or regulation, or at common law
or otherwise, insofar as such Losses are related to the offer, sale or
acquisition of Fund shares or the Contracts or to the operation of the
Separate Accounts and:
1. Arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in a registration
statement, prospectus or other disclosure document for the Contracts or in
the Contracts themselves or in sales literature generated or approved by
Hartford on behalf of the Contracts or Separate Accounts (or any amendment or
supplement to any of the foregoing) (collectively, "Company Documents"), or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this indemnity shall not
apply as to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and was accurately
derived from information furnished to Hartford by or on behalf of the Trust
for use in Company Documents or otherwise for use in connection with the
offer or sale of the Contracts or Fund shares; or
2. Arise out of or result from statements or representations
(other than statements or representations contained in and accurately derived
from Fund Documents as defined in Article 8.2(A)(1) not supplied by Hartford
or persons under its control) or wrongful conduct of Hartford or persons
under its control, with respect to the offer, sale, acquisition or
distribution of the Contracts or Fund shares; or
3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Fund Documents as defined in
Article 8.2(A)(1) or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, if such statement or omission was made in
reliance upon and accurately derived from information furnished by or on
behalf of Hartford; or
4. Arise out of or result from any failure by Hartford to
provide the services or furnish the materials required under the terms of
this Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by Hartford in this Agreement or arise
out of or result from any other material breach of this Agreement by
Hartford, as limited by and in accordance with the provisions of Articles
8.1(B) and 8.5 hereof.
B. Hartford shall not be liable under this indemnification provision
with respect to any Losses to which an Indemnified Party would otherwise be
subject by reason of 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 or to the Adviser, the Trust or the Distributor,
whichever is applicable.
8.2 Indemnification by the Distributor
A. The Distributor agrees to indemnify and hold harmless the Trust,
the Adviser and Hartford and each of their respective trustees, directors,
officers, employees and agents and each person, if any, who controls the
Trust, the Adviser or Hartford, respectively, within the meaning of Section
15 of the 1933 Act (collectively, the "Indemnified Parties" and individually,
an "Indemnified Party" for purposes of this Article 8.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement
with written consent from the Distributor, which consent shall not be
unreasonably withheld) or expenses (including the reasonable costs of
investigating or defending any losses, claims, damages, liabilities or
expenses and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses") to which the Indemnified Parties may become subject
under any statute or regulation, at common law or otherwise, insofar as such
Losses are related to the sale or acquisition of the Fund's shares or the
Contracts and:
1. Arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in a registration
statement, prospectus or sales literature of the Trust (or any amendment or
supplement to any of the foregoing) (collectively, the "Fund Documents") or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this indemnity shall not
apply as to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and in conformity
with information furnished to the Distributor or Trust or the designee of
either by or on behalf of the Indemnified Party for use in Fund Documents or
otherwise for use in connection with the offer or sale of the Contracts or
Fund shares; or
2. Arise out of or result from statements or representations
(other than statements or representations contained in Company Documents not
supplied by the Distributor or persons under its control) or wrongful conduct
of the Distributor or persons under its control, with respect to the offer,
sale or distribution of the Contracts or Fund shares; or
3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company Documents, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements therein not
misleading, if such statement or omission was made in reliance upon
information furnished to Hartford by or on behalf of the Distributor; or
4. Arise out of or result from any failure by the Distributor
to provide the services and furnish the materials under the terms of this
Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Distributor in this Agreement or
arise out of or result from any other material breach of this Agreement by
the Distributor as limited by and in accordance with the provisions of
Articles 8.2(B) and 8.5 hereof.
B. The Distributor shall not be liable under this indemnification
provision with respect to any Losses to which an Indemnified Party would
otherwise be subject by reason of 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 or to Hartford or
the Separate Account, whichever is applicable.
8.3 Indemnification by the Trust
A. The Trust agrees to indemnify and hold harmless Hartford and each
of its trustees, directors, officers, employees and agents and each person,
if any, who controls Hartford within the meaning of Section 15 of the 1933
Act (collectively, the "Indemnified Parties" and individually, an
"Indemnified Party" for purposes of this Article 8.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement
with written consent from the Trust, which consent shall not be unreasonably
withheld) or expenses (including the reasonable costs of investigating or
defending any losses, claims, damages, liabilities or expenses and reasonable
legal counsel fees incurred in connection therewith) (collectively, "Losses")
to which the Indemnified Parties may become subject under any statute or
regulation, at common law or otherwise, insofar as such Losses are related to
the sale or acquisition of the Fund's shares or the Contracts and:
1. Arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in Fund Documents or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this indemnity shall not
apply as to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and in conformity
with information furnished to the Distributor or Trust or designee of either
by or on behalf of Hartford for use in Fund Documents or otherwise for use in
connection with the sale of the Contracts or Fund shares; or
2. Arise out of or result from statements or representations
(other than statements or representations contained in Company Documents not
supplied by the Distributor or persons under its control) or wrongful conduct
of the Trust, or persons under its control, with respect to the sale or
distribution of the Contracts or Fund shares; or
3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company Documents, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements therein not
misleading, if such statement or omission was made in reliance upon
information furnished by or on behalf of the Trust; or
4. Arise out of or result from any failure by the Trust to
provide the services and furnish the materials under the terms of this
Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Trust in this Agreement or arise
out of or result from any other material breach of this Agreement by the
Trust, as limited by and in accordance with the provisions of Articles 8.3(B)
and 8.5 hereof.
B. The Trust shall not be liable under this indemnification
provision with respect to any Losses to which an Indemnified Party would
otherwise be subject by reason of 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 or to Hartford or
the Separate Accounts, whichever is applicable.
8.4 Indemnification by the Adviser
A. The Adviser agrees to indemnify and hold harmless Hartford, the
Trust or the Distributor and each of their trustees, directors, officers,
employees and agents and each person, if any, who controls Hartford, the
Trust and the Distributor, respectively, within the meaning of Section 15 of
the 1933 Act (collectively, the "Indemnified Parties" and individually, an
"Indemnified Party" for purposes of this Article 8.4) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement
with written consent from the Adviser, which consent shall not be
unreasonably withheld) or expenses (including the reasonable costs of
investigating or defending any losses, claims, damages, liabilities or
expenses and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses") to which the Indemnified Parties may become subject
under any statute or regulation, at common law or otherwise, insofar as such
Losses are related to the sale or acquisition of the Fund's shares or the
Contracts and;
1. Arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact provided by the Adviser and
contained in a Fund Document or arise out of or are based upon the omission
or the alleged omission to state therein a material fact about the Adviser
required to be stated therein or necessary to make the statements therein not
misleading, provided that this indemnity shall not apply as to any
Indemnified Party if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with information
furnished to the Adviser or Trust or the designee of either by or on behalf
of Hartford for use in Fund Documents or otherwise for use in connection with
the sale of the Contracts or Fund shares; or
2. Arise out of or result from statements or representations
(other than statements or representations contained in Company Documents not
supplied by the Adviser or persons under its control) or wrongful conduct of
the Adviser or persons under its control, with respect to the sale or
distribution of the Contracts or Fund shares; or
3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company Documents, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements therein not
misleading, if such statement or omission was made in reliance upon
information furnished by or on behalf of the Adviser; or
4. Arise out of or result from any failure by the Adviser to
provide the services and furnish the materials under the terms of this
Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Adviser in this Agreement or arise
out of or result from any other material breach of this Agreement by the
Adviser, as limited by and in accordance with the provisions of Articles
8.4(B) and 8.5 hereof.
B. The Adviser shall not be liable under this indemnification
provision with respect to any Losses to which an Indemnified Party would
otherwise be subject by reason of 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 or to Hartford or
the Separate Accounts, whichever is applicable.
8.5 Notice of Indemnification; Retention of Counsel
A. Any party seeking indemnification (each a "Potential Indemnitee")
shall promptly notify any party from whom it intends to seek indemnification
(each a "Potential Indemnitor") of all demands made and/or actions commenced
against the Potential Indemnitee which may require a Potential Indemnitor to
provide such indemnification. A Potential Indemnitor shall not be liable
under this indemnification provision with respect to any claim made against a
Potential Indemnitee unless such Potential Indemnitee shall have notified the
Potential Indemnitor 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 Potential Indemnitee (or after such Potential
Indemnitee shall have received notice of such service on any designated
agent), but failure to notify the Potential Indemnitor of any such claim
shall not relieve the Potential Indemnitor from any liability which it may
have to the Potential Indemnitee against whom such action is brought
otherwise than on account of this indemnification provision.
B. In case any such action is brought against a Potential
Indemnitee, the Potential Indemnitor shall be entitled to participate, at its
own expense, in the defense of such action. The Potential Indemnitor also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Potential Indemnitor to
such party of the Potential Indemnitor's election to assume the defense
thereof, the Potential Indemnitee shall bear the fees and expenses of any
additional counsel retained by it, and the Potential Indemnitor will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the
defense thereof other than reasonable costs of investigation.
8.6 With respect to any claim for indemnification made under this
Agreement, the parties each shall give the other reasonable access during
normal business hours to its books, records, and employees and those books,
records, and employees within its control pertaining to such claim, and shall
otherwise cooperate with one another in the defense of any claim. Regardless
of which party defends a particular claim, the defending party shall give the
other parties written notice of any significant development in the case as
soon as practicable, and such other party, at all times, shall have the right
to intervene in the defense of the case.
8.7 If a party is defending a claim and indemnifying one or more parties to
this Agreement, and: (i) a settlement proposal is made by the claimant, or
(ii) the defending party desires to present a settlement proposal to the
claimant, then the defending party promptly shall notify the other party or
parties to this Agreement being indemnified of such settlement proposal
together with its counsel's recommendation. If the defending party desires
to enter into the settlement and any of the other parties fails to consent
within five (5) Business Days (unless such period is extended, in writing, by
mutual agreement of the parties hereto), then each such other party
withholding consent, from the time it fails to consent forward, shall defend
the claim and shall further indemnify the defending party and other remaining
parties subject to this Agreement, if any, for all costs associated with the
claim which are in excess of the proposed settlement amount.
Regardless of which party is defending the claim: (i) if a settlement
requires an admission of liability by the non-defending party or would
require the non-defending party to either take action (other than purely
ministerial action) or refrain from taking action (due to an injunction or
otherwise) (a "Specific Performance Settlement"), the defending party may
agree to such settlement only after obtaining the express, written consent of
the non-defending party. If a non-defending party fails to consent to a
Specific Performance Settlement, the consequences described in the last
sentence of the first paragraph of this Article 8.7 shall not apply.
8.8 The parties shall use good faith efforts to resolve any dispute
concerning this indemnification obligation. Should those efforts fail to
resolve the dispute, the ultimate resolution shall be determined in a de novo
proceeding, separate and apart from the underlying matter complained of,
before a court of competent jurisdiction. Either party may initiate such
proceedings with a court of competent jurisdiction at any time following the
termination of the efforts by such parties to resolve the dispute
(termination of such efforts shall be deemed to have occurred thirty (30)
days from the commencement of the same unless such time period is extended by
the written agreement of the parties). The prevailing party in such a
proceeding shall be entitled to recover reasonable attorneys' fees, costs,
and expenses.
ARTICLE IX. APPLICABLE LAW
9.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
9.2 This Agreement, its terms and definitions, shall be subject to the
provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and
rulings thereunder, including such exemptions from those statutes, rules and
regulations as the SEC may grant.
ARTICLE X. TERMINATION
10.1 This Agreement may be terminated without penalty:
A. By any party for any reason upon six months' advance written
notice delivered to all of the other parties, it being understood that no
party may give notice under this provision until one (1) year from the
effective date of this Agreement; or
B. By Hartford by written notice to the Trust, the Adviser and the
Distributor with respect to any Fund in the event any of the Fund'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 vehicle of the Contracts issued or to be issued by Hartford; or
C. By Hartford upon written notice to the Trust with respect to any
Fund in the event that such Fund ceases to qualify as a Regulated Investment
Company under Subchapter M of the Code or under any successor or similar
provision; or
D. By Hartford upon written notice to the Trust and the Distributor
with respect to any Fund in the event that such Fund fails to meet the
diversification requirements specified in this Agreement; or
E. By Hartford upon institution of formal proceedings against the
Trust, the Adviser or the Distributor by the NASD, the SEC, or any state
securities or insurance department or any other regulatory body; or
F. By the Distributor, the Adviser or the Trust upon written notice
to Hartford with respect to any Separate Account in the event that such
Separate Account ceases to be qualified as a segregated asset account under
the Connecticut Insurance Code; or
G. By the Distributor, the Adviser or the Trust upon written notice
with respect to any Separate Account in the event that effective registration
as a unit investment trust under the 1940 Act for such Separate Account is
not maintained; or
H. By the Distributor, the Adviser or the Trust in the event that
the Contracts cease to be treated as annuity contracts under the applicable
provisions of the Code; or
I. By the Distributor, the Adviser or the Trust in the event that
effective registration or exemption from registration under the 1933 Act of
the Contracts is not maintained; or
J. By the Distributor or the Trust upon institution of formal
proceedings against Hartford or its agent by the NASD, the SEC, or any state
securities or insurance department or any other regulatory body regarding
Hartford's duties under this Agreement or related to the sale of the
Contracts issued by Hartford, the operation of the Separate Accounts, or the
purchase of shares of the Funds; or
K. By any party to the Agreement upon a determination by a majority
of the Board, or a majority of its Independent Trustees, that a material
irreconcilable conflict, as described in Article VII hereof, exists; or
L. By any party to the Agreement upon requisite vote of the Contract
owners having an interest in the Separate Accounts (or any subaccounts
thereof) to substitute the shares of another investment company for the
corresponding shares of a Fund in accordance with the terms of the Contracts
for which those shares had been selected or serve as the underlying
investment media; or
M. By either the Adviser or the Distributor in the event of a
termination of either of their contracts with the Trust, but each shall use
their best efforts to substitute themselves under this Agreement with any
successor investment adviser or distributor to the Trust.
10.2 Each party to this Agreement shall promptly notify the other parties to
the Agreement of the institution against such party of any such formal
proceedings as described in Articles 10.1(E) and (J) hereof. Hartford shall
give 60 days prior written notice to the Trust of the date of any proposed
vote of Contract owners to replace the Fund's shares as described in Article
10.1(M) hereof.
10.3 Effect of Termination
A. Notwithstanding any termination of this Agreement, the Trust and
the Distributor shall at the option of Hartford, continue to make available
additional shares of the Funds, for the limited purposes set forth in this
Section 10.3(A), pursuant to the terms and conditions of this Agreement, for
all Contracts in effect on the effective date of termination of this
Agreement (the "Existing Contracts") unless such further sale of Fund shares
is proscribed by law, regulation or applicable regulatory body.
Specifically, without limitation, the owners of the Existing Contracts will
be permitted to reinvest dividends in the Funds, direct allocation and
reallocation of investments in the Funds, redeem investments in the Funds and
invest in the Funds through additional purchase payments.
B. Hartford agrees not to redeem Fund shares attributable to the
Contracts except (i) as necessary to implement Contract owner initiated or
approved transactions, or (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application or
(iii) as permitted by an order of the SEC pursuant to Section 26(h) of the
1940 Act. Upon request, Hartford will promptly furnish to the Trust the
opinion of counsel for Hartford to the effect that any redemption pursuant to
clause (ii) above is a legally required redemption.
C. In addition to the foregoing, Article VIII Indemnification,
Article IX and Article 12.1 shall survive any termination of this Agreement.
10.4 Notwithstanding the termination of this Agreement, Huntington will
continue to pay service fees in accordance with Article 1.9 so long as net
assets of Hartford or a Separate Account remain in a Fund and Hartford
continues to provide services, provided such continued payment is in
accordance with applicable law and regulation.
ARTICLE XI. NOTICES
11.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify in
writing to the other party.
If to the Trust: With a copy to:
The Huntington-VA Funds Xxxxxx Xxxxxxxxxx, Esq.
c/o The Huntington National Bank Ropes & Xxxx
00 Xxxxx Xxxx Xxxxxx Xxxxx 000 Xxxx
Xxxxxxxx, Xxxx 00000 0000 X Xxxxxx, XX
Xxxx: Xxxxxxxxx Xxxxxxxxxx, XX 00000-0000
If to the Distributor:
Edgewood Services, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Secretary
If to the Adviser: With a copy to:
Huntington Asset Advisors, Inc. Xxxxxx Xxxxxxxxxx, Esq.
00 Xxxxx Xxxx Xxxxxx Xxxxx & Xxxx
Xxxxxxxx, Xxxx 00000 Suite 800 East
Attn: Chief Investment Officer 0000 X Xxxxxx, XX
Xxxxxxxxxx, XX 00000-0000
If to Hartford: With a copy to:
Hartford Life Insurance Co. Hartford Life Insurance Co.
000 Xxxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx Attn: Xxxxxxxxx Xxxxxx, General
Counsel
ARTICLE XII. MISCELLANEOUS
12.1 Subject to the requirements of legal process and regulatory authority,
each party will 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 parties and, except as permitted by this Agreement or as
required by any governmental agency, regulator or other authority, shall not
without the express written consent of the affected party disclose,
disseminate or utilize such names and addresses and other confidential
information until such time as it may come into the public domain. Each party
further agrees to use and disclose Personal Information, as defined herein,
only to carry out the purposes for which it was disclosed to them and will
not use or disclose Personal Information if prohibited by applicable law,
including, without limitation, statutes and regulations enacted pursuant to
the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102). For purposes of this
Agreement, "Personal Information" means financial and medical information
that identifies an individual personally and is not available to the public,
including, but not limited to, credit history, income, financial benefits,
policy or claim information and medical records. If either party outsource
services to a third-party, such third party will agree in writing to maintain
the security and confidentiality of any information shared with them.
12.2 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
12.3 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
12.5 Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the SEC, the NASD and
state insurance regulators) and shall permit such authorities (and other
parties) reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
12.6 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations at law or in equity, which the parties hereto are entitled to
under state and federal laws.
12.7 This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative
as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY, EDGEWOOD SERVICES, INC.
on its behalf and on behalf of each
Separate Account named in Schedule A,
as may be amended from time to time
By:________________________
Name:_____________________ By:________________________
Its:________________________ Name: Xxxxxxx X. Xxxxx, Xx.
Its: Vice President
HUNTINGTON VA FUNDS, on its behalf and HUNTINGTON ASSET ADVISORS, INC.
on behalf of each Fund named in this
Schedule B, as may be amended from time
to time
By:________________________ By:________________________
Name: Xxxxxx X. Xxxxxxx Name:_____________________
Its: Vice President Its:________________________
SCHEDULE A,
dated as of November 1, 2003
SEPARATE ACCOUNTS AND CONTRACTS
-------------------------------------------------------------------------------
Name of Separate Account Contract Funded by Separate Account
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
HLIC Separate Account Two o The Huntington Director Variable
Annuity (all series)
o Huntington Director Outlook Variable
Annuity (all series)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
HLIC Separate Account Seven o Xxxxxxxxxx Xxxxxxxx Leaders Outlook
Variable Annuity (all series)
------------------------------------------------------------------------------
IN WITNESS WHEREOF, each of the parties has caused this Schedule A to
be executed in its name and on its behalf by its duly authorized
representative as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY, EDGEWOOD SERVICES, INC.
on its behalf and on behalf of each
Separate Account named in Schedule A,
as may be amended from time to time
By:________________________
Name:_____________________ By:________________________
Its:________________________ Name: Xxxxxxx X. Xxxxx, Xx.
Its: Vice President
HUNTINGTON VA FUNDS, on its behalf and HUNTINGTON ASSET ADVISORS, INC.
on behalf of each Fund named in this
Schedule B, as may be amended from time
to time
By:________________________ By:________________________
Name: Xxxxxx X. Xxxxxxx Name:_____________________
Its: Vice President Its:________________________
SCHEDULE B,
dated as of November 1, 2003
Participating Funds CUSIP Number
Huntington VA Income Equity Fund 446771107
Huntington VA Growth Fund 446771206
Huntington VA Dividend Capture Fund 446771305
Huntington VA Mid Corp America 446771503
Huntington VA New Economy Fund 446771602
Huntington VA Rotating Index Fund 446771701
IN WITNESS WHEREOF, each of the parties has caused this Schedule B to
be executed in its name and on its behalf by its duly authorized
representative as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY, EDGEWOOD SERVICES, INC.
on its behalf and on behalf of each
Separate Account named in Schedule A,
as may be amended from time to time
By:________________________
Name:_____________________ By:________________________
Its:________________________ Name: Xxxxxxx X. Xxxxx, Xx.
Its: Vice President
HUNTINGTON VA FUNDS, on its behalf and HUNTINGTON ASSET ADVISORS, INC.
on behalf of each Fund named in this
Schedule B, as may be amended from time
to time
By:________________________ By:________________________
Name: Xxxxxx X. Xxxxxxx Name:_____________________
Its: Vice President Its:________________________
SCHEDULE C
Subject to the terms and conditions of this Agreement, Hartford shall be
appointed to, and agrees to act, as a limited agent of Trust for the sole
purpose of receiving instructions from authorized parties as defined by the
Contracts for the purchase and redemption of Fund shares prior to the close
of regular trading each Business Day. A "Business Day" is defined in Article
1.1(B) of the Agreement. Except as particularly stated in this paragraph,
Hartford shall have no authority to act on behalf of Trust or to incur any
cost or liability on its behalf.
Until such time as Trust and Hartford are able to utilize the National
Securities Clearing Corporation ("NSCC") Defined Contribution Clearing and
Settlement ("DCC&S") Fund/SERV system: Trust will use its best efforts to
provide to Hartford or its designated agent closing net asset value, change
in net asset value, dividend or daily accrual rate information and capital
gain information by 6:30 p.m. Eastern Time each Business Day. Hartford or
its agent shall use this data to calculate unit values. Unit values shall be
used to process the same Business Day's contract transactions. Orders
derived from, and in amounts equal to, instructions received by Hartford
prior to the Close of Trading on the New York Stock Exchange on any Business
Day ("Day 1") shall be transmitted without modification (except for netting
or aggregating such orders) to Trust by 8:30 a.m. Eastern Time on the next
Business Day. Such trades will be effected at the net asset value of each
Fund's shares calculated as of the Close of Trading on Day 1. Trust will not
accept any order made on a conditional basis or subject to any delay or
contingency.
Until such time as Trust and Hartford are able to utilize the DCC&S Fund/SERV
system, each party shall, as soon as practicable after transmittal of an
instruction or confirmation, verify the other party's receipt of such
instruction or confirmation, and in the absence of such verification such a
party to whom an instruction or confirmation is sent shall not be liable for
any failure to act in accordance with such instruction or confirmation, and
the sending party may not claim that such an instruction or confirmation was
received by the other. Each party shall notify the other of any errors,
omissions or interruptions in, or delay or unavailability as promptly as
possible.
a) For those purchase orders not transmitted via the DCC&S Fund/SERV
system, Hartford shall complete payment to Trust or its designated
agent in federal funds no later than 3:00 P.M. on the Business Day
following the day on which the instructions are treated as having been
received by Trust pursuant to this Agreement.
b) For those redemption orders not transmitted via the DCC&S
Fund/SERV system, Trust or its designated agent shall initiate payment
in federal funds no later than 3:00 P.M. on the Business Day following
the day on which the instructions are treated as having been received
by Trust pursuant to this Agreement.
At such time as Trust and Hartford are able to transmit information via the
NSCC's DCC&S Fund/SERV System:
a) Orders derived from, and in amounts equal to, instructions
received by Hartford prior to the Close of Trading on Day 1 shall be
transmitted without modification (except for netting and aggregation of
such orders) via the NSCC's DCC&S Fund/SERV system to Trust no later
than 5:00 a.m. Eastern Time on the Next Business Day. Such trades will
be effected at the net asset value of each Fund's shares calculated as
of the Close of Trading on Day 1.
b) Trust and Hartford shall mutually agree there may be instances
when orders shall be transmitted to Trust via facsimile no later than
8:30 a.m. rather than through the DCC&S Fund/SERV system. In such
instances, such orders shall be transmitted to Trust via facsimile no
later than 8:30 a.m. Eastern Time on the next Business Day.
c) With respect to purchase and redemption orders received by Trust on any
Business Day for any Fund, within the time limits set forth in this
Agreement, settlement shall occur consistent with the requirements of
DCC&S Fund/SERV system.
At such time as Trust and Hartford are able to transmit information via the
DCC&S Fund/SERV system: Trust or its designated agent shall send to Hartford,
via the DCC&S Fund/SERV system, verification of net purchase or redemption
orders or notification of the rejection of such orders ("Confirmations ") on
each Business Day for which Hartford has transmitted such orders. Such
confirmations shall include the total number of shares of each Fund held by
Hartford following such net purchase or redemption. Trust, or its designated
agent, shall submit in a timely manner, such confirmations to the DCC&S
Fund/SERV system in order for Hartford to receive such confirmations no later
than 11:00 a.m. Eastern Time the next Business Day. Trust or its designated
agent will transmit to Hartford via DCC&S NETWORKING system those Networking
activity files reflecting account activity. In addition, within five (5)
Business Days after the end of each month, Trust or its affiliate will send
Hartford a statement of account which shall confirm all transactions made
during that particular month in the account.
Documents and Other Materials
Documents Provided by Hartford
Hartford agrees to provide Trust, upon written request, any reports
indicating the number of shareholders that hold interests in the Funds and
such other information (including books and records) that Trust may
reasonably request. Hartford agrees to provide Trust, upon written request,
such other information (including books and records) as may be necessary or
advisable to enable it to comply with any law, regulation or order.
Documents Provided by Trust
Within five (5) Business Days after the end of each calendar month, Trust,
Distributor, or Adviser shall provide Hartford, or its designee, a monthly
statement of account, which shall confirm all transactions made during that
particular month.
