AMENDMENT NO. 6 DATED JANUARY 28, 2013
TO THE FUND PARTICIPATION AGREEMENT EFFECTIVE JULY 1, 2000
(AS AMENDED FROM TIME TO TIME, THE "AGREEMENT")
BETWEEN
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
AMERICAN FUNDS INSURANCE SERIES AND
CAPITAL RESEARCH AND MANAGEMENT COMPANY
All defined terms in the Agreement are applicable to this Amendment.
WHEREAS, Hartford, CRMC and American Funds Insurance Series, entered into the
Agreement, whereby the Series offers the "Funds" to the Account(s) for variable
life insurance policies made available by the Hartford;
WHEREAS, Hartford and CRMC are members of the National Securities Clearing
Corporation ("NSCC") or otherwise have access to the NSCC's Networking System
("Networking") through a registered clearing agency;
WHEREAS, Networking permits the transmission of shareholder data between
Hartford and the Series or CRMC pursuant to certain processes established by the
NSCC's Defined Contribution Clearing & Settlement ("DCC&S") FundSERV system and
pursuant to certain Networking levels ("Networking Matrix Level") established by
the NSCC;
WHEREAS, American Funds Service Company ("Transfer Agent"), an affiliate of
CRMC, serves as transfer agent, dividend-disbursing agent and shareholder
servicing agent, acting under the control of CRMC, and American Funds
Distributors, Inc. ("AFD") serves as distributor, for the Funds; and
WHEREAS, Hartford and CRMC desire to facilitate the purchase and sale of shares
of the Funds by the Accounts via the NSCC as described herein.
NOW, THEREFORE, the parties hereto agree that effective January 28, 2013, the
Agreement is amended as follows:
1. Schedule A shall be deleted in its entirety and replaced with the attached
Schedule A.
2. Section 4 shall be deleted in its entirety and replaced with the following;
4. The Series agrees to make Class 1 and Class 2 shares of all of its
Funds available to the Contract. To the extent Hartford uses Class 2
shares, it will be entitled to a Rule 12b-1 service fee paid by the
Series and to be accrued daily and paid monthly at an annual rate of
0.25% of the average daily net assets of the Class 2 shares of each
Fund attributable to the Contracts for personal services and account
maintenance services for Contract owners with investments in
subaccounts corresponding to the Class 2 shares of each Fund (each,
a "Subaccount") for as long as the Series' Plan of Distribution
pursuant to Rule 12b-l under the 1940 Act (the "12b-l plan") remains
in effect.
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For purposes of this section 4, HL and HL&A each shall be a designee of the
Series for receipt of orders from each Account.
Pricing and settlement of Fund transactions shall be governed by the following:
(a) Pricing Information. The Series or CRMC, or its designee, will compute the
closing net asset value, and any distribution information (including the
applicable ex-date, record date, payable date, distribution rate per share,
income accrual and capital gains information) for each Fund as of the close
of regular trading on the New York Stock Exchange (normally 4:00 p.m.
Eastern Time) on each day the New York Stock Exchange is open for business
(a "Business Day") or at such other time as the net asset value of a Fund
is calculated, as disclosed in the relevant Funds' current prospectuses.
The Series or CRMC, or its designee, will use their best efforts to
communicate to Hartford (whether through the Fund/SERV system or manually)
such information by 6:30 p.m. Eastern Time on each Business Day. Such
information shall be accurate and true in all respects and updated
continuously.
(b) Pricing Adjustments
a. In the event an adjustment is made to the computation of the net
asset value of Fund shares as reported to Hartford under paragraph
4, (1) the correction will be handled in a manner consistent with
SEC guidelines and the Investment Company Act of 1940, as amended
and (2) the Series or CRMC, or its designee, shall notify Hartford
as soon as practicable after discovering the need for any such
adjustment. Notification may be made in the following manner:
Method of Communication
(i) Fund/SERV Transactions. The parties agree that they will
ordinarily choose to use the National Securities Clearing
Corporation's Mutual Fund Settlement, Entry and Registration
Verification ("Fund/SERV") system, and if Fund/SERV is used, any
corrections to the fund prices for the prior trade date will be
submitted through the Mutual Fund Profile with the correct fund
prices and applicable date.
(ii) Manual Transactions. If there are technical problems with
Fund/SERV, or if the parties are not able to transmit or receive
information through Fund/ SERV, any corrections to the fund prices
should be communicated by facsimile or by electronic transmission
acceptable to CRMC, or its designee, and will include for each day
on which an adjustment has occurred the incorrect Fund price, the
correct price, and, to the extent communicated to the applicable
Fund's shareholders, the reason for the adjustment. The Series and
CRMC agree that Hartford may send this notification or a
derivation thereof (so long as such derivation is approved in
advance by the Series or CRMC, as applicable) to Contract owners
whose accounts are affected by the adjustment.
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b. To the extent a price adjustment results in a deficiency or excess to
a Contract owner's account, Hartford and CRMC agree to evaluate the
situation together on a case-by-case basis with the goal towards
pursuing an appropriate course of action. To the extent the price
adjustment was due to CRMC's, or its designee's, error, CRMC, or its
designee, shall reimburse Contract owner's account. Any
administrative costs incurred for correcting Contract owner accounts
will be at Hartford's expense.
(c) Purchases and Redemption Orders; Settlement of Transactions
a. Fund/SERV Transactions. The parties will ordinarily use the
Fund/SERV system, and if used, the following provisions shall apply:
(i) Without limiting the generality of the following provisions of
this section, Hartford and Transfer Agent each will perform any
and all duties, functions, procedures and responsibilities
assigned to it and as otherwise established by the NSCC applicable
to Fund/SERV and the Networking Matrix Level then being utilized.
(ii) Any information transmitted through Networking by any party to the
other and pursuant to this Agreement will be accurate, complete,
and in the format prescribed by the NSCC. Each party will adopt,
implement and maintain procedures reasonably designed to ensure
the accuracy of all transmissions through Networking and to limit
the access to, and the inputting of data into, Networking to
persons specifically authorized by such party.
(iii) Same Day Trades. On each Business Day, Hartford shall aggregate
and calculate the purchase orders and redemption orders for each
Account received by Hartford prior to the Close of Trading on
each Business Day. Hartford shall communicate to Transfer Agent
for that Business Day, by Fund/SERV, the aggregate purchase
orders and redemption orders (if any) for each Account received
by the Close of Trading such Business Day (the "Trade Date") by
the DCC&S Cycle 8 (generally, 6:30 a.m. Eastern time) on the
following Business Day. Transfer Agent shall treat all trades
communicated to Transfer Agent in accordance with the foregoing
as if received prior to the Close of Trading on the Trade Date.
All orders received by Hartford after the close of trading on a
Business Day shall not be transmitted to NSCC prior to the
conclusion of the DCC&S Cycle 8 on the following Business Day,
and Hartford represents that orders received by it after 4:00
p.m. Eastern time on any given Business Day will be transmitted
to the Transfer Agent using the following Business Day's net
asset value. Transfer Agent may process orders it receives after
the DCC&S Cycle 8 deadline using the net asset value determined
on the Business Day following the Trade Date.
(iv) When transmitting instructions for the purchase and/or redemption
of shares of the Funds, Hartford shall submit one order for all
contractholder purchase transactions and one order for all
contractholder redemption transactions, unless otherwise agreed to
by the Hartford and the Transfer Agent.
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b. Manual Transactions. Manual transactions via facsimile shall be used by
Hartford only in the event that Hartford is in receipt of orders for
purchase or redemption of shares and is unable to transmit the orders to
the Transfer Agent due to unforeseen circumstances such as system wide
computer failures experienced by Hartford or the NSCC or other events
beyond the Hartford's reasonable control. In the event manual
transactions are used, the following provisions shall apply:
(i) Next Day Transmission of Orders. Hartford will notify the Transfer
Agent by 9:00 a.m. Eastern Time, on the next Business Day the
aggregate amounts of purchase orders and redemption orders, that
were placed by Contract owners in each Account by 4:00 p.m.
Eastern time on the prior Business Day (the "Trade Date").
Hartford represents that orders it receives after 4:00 p.m.
Eastern time on any given Business Day will be transmitted to the
Transfer Agent using the following Business Day's net asset value.
Transfer Agent may process orders it receives after the 9:00 a.m.
deadline using the net asset value next determined.
(ii) Purchases. All orders received by Hartford by 4:00 p.m. on a
Business Day and communicated to the Transfer Agent by 9:00 a.m.
deadline shall be treated by the Transfer Agent as if received as
of the close of trading on the Trade Date and the Transfer Agent
will therefore execute orders at the net asset values determined
as of the close of trading on the Trade Date. Hartford will
initiate payment by wire transfer to a custodial account
designated by the Funds for the aggregate purchase amounts prior
to 4:00 p.m. Eastern time on the next Business Day following Trade
Date.
(iii) Redemptions. Aggregate orders for redemption of shares of the
Funds will be paid in cash and wired from the Funds' custodial
account to an account designated by the Hartford. Transfer Agent
will initiate payment by wire to Hartford or its designee
proceeds of such redemptions two Business Days following the
Trade Date (T+2).
c. Contingencies. All orders are subject to acceptance by Transfer
Agent and become effective only upon confirmation by Transfer Agent.
Upon confirmation, the Transfer Agent will verify total purchases
and redemptions and the closing share position for each
fund/account. In the case of delayed settlement, Transfer Agent and
Hartford shall make arrangements for the settlement of redemptions
by wire no later than the time permitted for settlement of
redemption orders by the Investment Company Act of 1940. Such wires
for Hartford should be sent to:
If to HL: If to HL&A
BANK OF AMERICA BANK OF AMERICA
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ACCT. #: 5034-7095 ACCT. #: 5035-3970
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ROUTING #: ▇▇▇▇-▇▇▇▇-▇ ROUTING #: ▇▇▇▇-▇▇▇▇-▇
EXTERNAL COMMENTS: EXTERNAL COMMENTS:
FOR THE BENEFIT OF FOR THE BENEFIT OF
HLIC SEPARATE ACCOUNT HLA SEPARATE ACCOUNTS
Such wires for Transfer Agent should be sent to:
▇▇▇▇▇ FARGO BANK
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ABA#: ▇▇▇▇▇▇▇▇▇
AFS ACCOUNT#: 4100060532
FOR CREDIT TO AFS ACCT. NO. (ACCOUNT NUMBER AND
FUND) FBO
HARTFORD [(PRIVATE ACCOUNTS)]
d. Processing Errors. Processing errors which result from any delay or
error caused by Hartford may be adjusted through the NSCC System by
Hartford by the necessary transactions on a current basis.
e. Coding. If applicable, orders for the purchase of Fund shares shall
include the appropriate coding to enable Transfer Agent to properly
calculate commission payments to any broker-dealer firm assigned to the
Account.
f. Reconciliation. Hartford shall reconcile share positions with respect
to each Fund for each Account as reflected on its records to those
reflected on statements from Transfer Agent and shall, on request,
certify that each Account's share positions with respect to each Fund
reported by Transfer Agent reconcile with Hartford's share positions
for that Account. Hartford shall promptly inform Transfer Agent of any
record differences and shall identify and resolve all non-reconciling
items within five business days.
g. Verification. Within a reasonable period of time after receipt of a
confirmation relating to an instruction, Hartford shall verify its
accuracy in terms of such instruction and shall notify Transfer Agent
of any errors appearing on such confirmation.
h. Order Processing. Any order by Hartford for the purchase of shares of
the respective Funds through CRMC, or its designee, shall be accepted at
the time when it is received by CRMC, or its designee, (or any
clearinghouse agency that CRMC, or its designee, may designate from time
to time), and at the offering and sale price determined in accordance
with this Agreement, unless rejected by CRMC, its designee, or the
respective Funds. In addition to the right to reject any order, the
Funds have reserved the right to withhold shares from sale temporarily
or permanently. CRMC, or its designee, will not accept any order from
Hartford that is placed on a conditional basis or subject to any delay
or contingency prior to execution. The procedure relating to the
handling of orders shall be subject to instructions that CRMC, or its
designee, shall forward from time to time. The shares purchased will be
issued by the respective Funds only against receipt of the purchase
price, in collected New York or Los Angeles Clearing House funds. If
payment for the shares purchased is not received within three days after
the date
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of confirmation, the sale may be cancelled by CRMC, or its designee,
or by the respective Funds without any responsibility or liability on
the part of CRMC, its designee, or the Funds, and CRMC, its designee,
and/or the respective Funds may hold the Hartford responsible for any
loss, expense, liability or damage, including loss of profit suffered
by CRMC, its designee, and/or the respective Funds, resulting from
Hartford's delay or failure to make payment as aforesaid.
i. Right to Suspend. The Series reserves the right to temporarily
suspend sales if the Board of Trustees of the Series, acting in good
faith and in light of its fiduciary duties under federal and any
applicable state laws, deems it appropriate and in the best
interests of shareholders or in response to the order of an
appropriate regulatory authority. Hartford shall abide by
requirements of the Funds' frequent trading policy as described in
the Series' prospectus and statement of additional information.
3. The following sentence is added to Section 7: "All such dividends and
distributions shall be automatically reinvested at the ex-dividend date net
asset value."
4. Section 8 shall be deleted in its entirety.
5. The following paragraphs shall be added to the Agreement as Sections 27 and
28:
27. Books and Records. Each party hereto shall cooperate with the other
parties and all appropriate governmental authorities and shall
permit such authorities reasonable access to its books and records
relating to this Agreement upon proper notice in connection with any
investigation or inquiry relating to this Agreement or the
transactions contemplated hereby. Each party shall maintain and
preserve all records relating to this Agreement in its possession as
required by law to be maintained and preserved in connection with
the provision of the services contemplated hereunder. Upon the
request of a party, the other party shall provide copies of all
records relating to this Agreement as may be necessary to (a)
monitor and review the performance of either party's activities, (b)
assist either party in resolving disputes, reconciling records or
responding to auditor's inquiries, (c) comply with any request of a
governmental body or self-regulatory organization, (d) verify
compliance by a party with the terms of this Agreement, (e) make
required regulatory reports, or (f) perform general customer
service. The parties agree to cooperate in good faith in providing
records to one another under this provision.
28. Independent Audit. In the event Transfer Agent determines, based on
a review of complaints received in accordance with paragraph 27,
above, that Hartford is not processing Contract owner transactions
accurately, Transfer Agent reserves the right to require that
Hartford's data processing activities as they relate to this
Agreement be subject to an audit by an independent accounting firm,
at Transfer Agent's expense, to ensure the existence of, and
adherence to, proper operational controls. Hartford shall make
available upon Transfer Agent's request a copy of any report created
by such accounting firm as a result of said audit. Hartford shall
immediately notify Transfer Agent in the event of a material breach
of operational controls.
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All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
In Witness Whereof, the parties hereto have caused this Amendment No. 6 to the
Agreement to be duly executed as of the date first above written.
HARTFORD LIFE INSURANCE AMERICAN FUNDS INSURANCE
COMPANY SERIES (FKA AMERICAN VARIABLE
INSURANCE SERIES)
By its authorized officer, By its authorized officer,
By: /s/ ▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------- ------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Vice President Its: Secretary
HARTFORD LIFE AND ANNUITY CAPITAL RESEARCH AND
INSURANCE COMPANY MANAGEMENT COMPANY
By its authorized officer, By its authorized officer,
By: /s/ ▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Vice President Its: Senior Vice President and
Secretary
Approved for Signature
by CRMC Legal Dept. [LOGO MCJT]
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SCHEDULE A
ACCOUNTS AND CONTRACTS SUBJECT TO THE PARTICIPATION AGREEMENT
NAME OF SEPARATE ACCOUNT CONTRACTS FUNDED BY SEPARATE ACCOUNT
------------------------------------------------------------------------------------------------------
Separate Account ICMG Series II (December 12, GVL-93P, IVL-97P
1997)
Separate Account ICMG Series II-C (December 12, GVL-93P, IVL-97P
1997)
Separate Account ICMG Series II-D (June 7, 1999) GVL-93P, IVL-97P
Separate Account ICMG Series III-B (February 8, GVL-93P, IVL-97P
1996)
Separate Account ICMG Series VII (April 1, 1999) IVL-99P
Separate Account VLI (September 30, 1992) HL-15486 (00), HL-15471 (99), HL-13865, HL-
14875, HL-15898 (03), HL-15894 (03)
Separate Account ▇▇ ▇▇ (September 30, 1994) HL-15441 (98) (NY), HL-14623
Separate Account VL I (June 8, 1995) LA-1200 (02), LA-1154 (99), LA-1158 (00), ▇▇▇-
▇▇▇▇, ▇▇▇-▇▇▇▇, ▇▇-▇▇▇▇ (▇▇),
▇▇-▇▇▇▇ (03), LA-1240 (03)
Separate Account ▇▇ ▇▇ (September 30, 1994) LA-1151 (98), ▇▇▇-1020
Separate Account One (May 20, 1991) VA03, VA99, ASHARE03, ASHARE98,
NCDSC98, NCDSC03, VAXC99, VAXC03
Separate Account Two (June 2, 1986) HV-1442-0,HV-1499-0
Separate Account Three HL (June 22, 1994) HL-VA03
Separate Account Three HLA (June 22, 1994) LA-VA03
Separate Account Seven HL (December 8, 1996) HL-VA03
Separate Account Seven HLA (April 1, 1999) LA-VA03
ICMG Registered Variable Life Sep. Account A HL-GVL95(P)NY
(April 14, 1998)
ICMG Registered Variable Life Sep. Account One GVL95(P)
(October 9, 1995)
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[LOGO]
CAPITAL RESEARCH AND MANAGEMENT(SM)
CAPITAL RESEARCH
AND MANAGEMENT COMPANY
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
February 7, 2013
The Hartford
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇. ▇▇-▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇▇,
Enclosed is one executed original American Funds FPA Amendment No. 6 for your
records.
If you have any questions please contact ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇.
Sincerely,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Assistant to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
THE CAPITAL GROUP COMPANIES
American Funds Capital Research and Management Capital
International Capital Guardian Capital Bank and Trust
