RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 4 of February, 2010, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and on
behalf of each separate account of the Company set forth in SCHEDULE A hereto,
as may be amended from time to time (each such account hereinafter referred to
as a "SEPARATE ACCOUNT"), The Advisors' Inner Circle Fund II on behalf of the
Frost Funds, an open-end diversified management investment company organized
under the laws of Massachusetts (hereinafter the "FUND"), SEI Investments
Distribution Co., a Pennsylvania corporation (hereinafter the "UNDERWRITER") and
Frost Investment Advisors, LLC a Delaware limited liability company (hereinafter
the "ADVISER").
WITNESSETH:
WHEREAS, beneficial interests in the Fund are divided into several series of
shares, each representing the interest in a particular managed portfolio of
securities and other assets (the "PORTFOLIOS"); and
WHEREAS, the Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (hereinafter the "1940
ACT") and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 ACT"); and
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the "CONTRACTS") in connection with retirement plans
intended to meet the qualification requirements of Sections 401, 403(b) or 457
of the Internal Revenue Code of 1986, as amended (the "CODE"); and
WHEREAS, each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts; and
WHEREAS, the Adviser is the investment adviser of the Portfolios of the Fund and
is duly registered as an investment adviser under the Investment Advisers Act of
1940, as amended (the "ADVISERS ACT"), and any applicable state securities laws;
and
WHEREAS, the Underwriter is the principal underwriter for the Fund and is
registered as a broker-dealer with the Securities and Exchange Commission
(hereinafter the "SEC") under the Securities Exchange Act of 1934, as amended
(hereinafter the "1934 ACT"), and is a member in good standing of the Financial
Industry Regulatory Authority. (hereinafter "FINRA"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios set forth in SCHEDULE B
on behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as the Separate Accounts at net asset value.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Underwriter agree as follows:
1
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Fund and the Underwriter agree to sell to the Company those shares of
the Portfolios which the Company orders on behalf of any Separate Account,
executing such orders on a daily basis at the net asset value next computed
after receipt and acceptance by the Fund or its designee of such order. For
purposes of this Section, the Company shall be the designee of the Fund for
receipt of such orders from each Separate Account. Receipt by such designee
shall constitute receipt by the Fund; provided that the Fund, the Underwriter or
its designee receives notice of such order via the National Securities Clearing
Corporation (the "NSCC") by 8:00 a.m. Eastern Time on the next following
Business Day. The Fund will receive all orders to purchase Portfolio shares
using the NSCC's Defined Contribution Clearance & Settlement ("DCC&S") platform.
The Fund will also provide the Company with account positions and activity data
using the NSCC's Networking platform. The Company shall pay for Portfolio shares
by the scheduled close of federal funds transmissions on the same Business Day
it places an order to purchase Portfolio shares in accordance with this section
using the NSCC's Fund/SERV System. Payment shall be in federal funds transmitted
by wire from the Fund's designated Settling Bank to the NSCC. "BUSINESS DAY"
shall mean any day on which the New York Stock Exchange is open for trading and
on which the Fund calculates it net asset value pursuant to the rules of the
SEC. "NETWORKING" shall mean the NSCC's product that allows Fund's and Companies
to exchange account level information electronically. "SETTLING BANK" shall mean
the entity appointed by the Fund to perform such settlement services on behalf
of the Fund and agrees to abide by the NSCC's Rules and Procedures insofar as
they relate to the same day funds settlement.
If the Company is somehow prohibited from submitting purchase and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Fund and the Underwriter agree to sell the Company those shares of the
Portfolios which the Company orders on behalf of any Separate Account, executing
such orders on a daily basis at the net asset value next computed after receipt
and acceptance by the Fund or its designee of such order. For purposes of this
Section, the Company shall be the designee of the Fund for the receipt of such
orders from the Separate Account and receipt by such designee shall constitute
receipt by the Fund; provided that the Fund, the Underwriter or its designee
receives notice of such order by 9:00 a.m. Eastern Time on the next following
Business Day. The Company shall pay for Portfolio shares by the scheduled close
of federal funds transmissions on the same Business Day it places an order to
purchase Portfolio shares in accordance with this section. Payment shall be in
federal funds transmitted by wire to the Fund's designated custodian. "BUSINESS
DAY" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Fund calculates it net asset value pursuant to the rules of the
SEC.
1.2 The Fund and the Underwriter agree to make shares of the Portfolios
available indefinitely for purchase at the applicable net asset value per share
by the Company on Business Days; provided, however, that the Board of Trustees
of the Fund (hereinafter the "TRUSTEES") may refuse 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 Trustees, acting in good faith
and in compliance with their fiduciary duties under federal and any applicable
state laws, necessary in the best interests of the shareholders of any
Portfolio.
1.3 The Fund and the Underwriter agree to redeem for cash, upon the Company's
request, any full or fractional shares of the Fund held by the Company on behalf
of a Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the
2
Fund or its designee of the request for redemption. For purposes of this
Section, the Company shall be the designee of the Fund for receipt of requests
for redemption from each Separate Account and receipt by such designee shall
constitute receipt by the Fund; provided the Fund, the Underwriter or its
designee receives notice of such request for redemption via the NSCC by 8:00
a.m. Eastern Time on the next following Business Day. The Fund will receive all
orders to redeem Portfolio shares using the NSCC's DCC&S platform. The Fund will
also provide the Company with account positions and activity data using the
NSCC's Networking platform. Payment for Fund shares redeemed shall be made in
accordance with this section using the NSCC's Fund/SERV System. Payment shall be
in federal funds transmitted by the NSCC to the Separate Account's Settling Bank
as designated by the Company, on the same Business Day the Fund, the Underwriter
or its designee receives notice of the redemption order from the Company
provided that the Fund or the Underwriter or its designee receives notice by
8:00 a.m. Eastern Time on such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Fund and the Underwriter agree to redeem for cash, upon the Company's
request, any full or fractional shares of the Fund held by the Company on behalf
of a Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its designee of
the request for redemption. For purposes of this Section, the Company shall be
the designee of the Fund for receipt of requests for redemption from each
Separate Account and receipt by such designee shall constitute receipt by the
Fund, provided the Fund or the Underwriter receives notice of such request for
redemption by 9:00 a.m. Eastern Time on the next following Business Day. Payment
shall be in federal funds transmitted by wire to the Separate Account as
designated by the Company, on the same Business Day the Fund or the Underwriter
receives notice of the redemption order from the Company provided that the Fund
or the Underwriter receives notice by 9:00 a.m. Eastern Time on such Business
Day.
1.4 The Company will place separate orders to purchase or redeem shares of each
Portfolio.
1.5 Issuance and transfer of the Fund's shares will be by book entry only.
Share certificates will not be issued to the Company or any Separate Account.
Purchase and redemption orders for Fund shares will be recorded in an
appropriate title for each Separate Account or the appropriate subaccount of
each Separate Account.
1.6 The Underwriter shall furnish prompt notice to the Company of any income,
dividends or capital gain distributions payable on the Fund's shares. The
Company hereby elects to receive all such dividends and distributions as are
payable on a Portfolio's shares in the form of additional shares of that
Portfolio. The Fund shall notify the Company of the number of shares so issued
as payment of such dividends and distributions no later than one Business Day
after issuance. The Company reserves the right to revoke this election and to
receive in cash all such dividends and distributions declared after receipt of
notice of revocation by the Fund.
1.7 The Underwriter shall make the net asset value per share of each Series
available to the Company on a daily basis as soon as reasonably practical after
the close of trading each Business Dayin no event later than 7:30 p.m. Eastern
time on such Business Day.
1.8(a) If the Underwriter or the Fund provides materially incorrect share net
asset value
3
information through no fault of the Company, the Separate Accounts shall be
entitled to an adjustment with respect to the Series shares purchased or
redeemed to reflect the correct net asset value per share in accordance with
such Fund's then-current policies on reimbursement.
1.8(b) Any error in the calculation or reporting of net asset value, dividends,
and capital gains rates per share, dividend or capital gain information greater
than or equal to $0.01 per share of a Portfolio's shares (a "Material Error")
shall be reported promptly to the Company upon discovery. The Fund shall
indemnify and hold harmless the Company against any amount the Company is
legally required to pay Contract Owners, participants or beneficiaries that have
selected a Portfolio as an investment option ("Contract owners"), and which
amount is due to the Fund's or its agents' material miscalculation and/or
incorrect reporting of or failure to report the daily net asset value, dividend
rate or capital gains distribution rate and such error results in a loss to
Contract owners whereby the Fund's net asset value error reimbursement policy
requires that such Contract owners be reimbursed. The Company shall submit an
invoice to the Fund 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 Fund or its agents result in a gain to the
Company, the Company shall immediately reimburse the Fund, the applicable
Portfolios or its agents for any material losses incurred by the Fund, the
applicable Portfolios or its agents as a result of the incorrect calculation.
Should a material miscalculation by the Fund or its agents result in a gain to
Contract owners, the Company will consult with the Fund or its designee as to
what reasonable efforts shall be made to recover the money and repay the Fund,
the applicable Portfolio or its agents. The Company shall then make such
reasonable effort, at the expense of the Fund or its agents, to recover the
money and repay the Fund, the applicable Portfolios or its agents; but the
Company shall not be obligated to take legal action against Contract owners.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be
registered unless exempt and that it will make every effort to maintain such
registration under the 1933 Act to the extent required by the 1933 Act; that the
Contracts are will be issued and sold in compliance in all material respects
with all applicable federal and state laws. The Company further 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
Separate Account prior to any issuance or sale of Contracts, shares or other
interests therein, as a segregated asset account under the insurance laws of the
State of Connecticut 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 and to the extent required
by the provisions of the 1940 Act, unless exempt therefrom, to serve as a
segregated investment account for the Contracts. Unless exempt, 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 shall register and qualify the Contracts
for sale in accordance with securities laws of the various states only if and to
the extent deemed necessary by the Company.
2.2 The Fund represents and warrant that (i) Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act and duly authorized for
issuance in accordance with applicable law
4
and that the Fund is and shall remain registered under the 1940 Act for as long
as the Fund shares are sold; (ii) the Fund 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; and (iii)
the Fund shall register and qualify its shares for sales in accordance with the
laws of the various states only if and to the extent deemed advisable by the
Fund or the Underwriter.
2.3 The Fund represents that each Portfolio (a) is currently qualified as a
Regulated Investment Company under Subchapter M of the Code; (b) will make every
effort to maintain such qualification (under Subchapter M or any successor or
similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify or
might not so qualify in the future.
2.4 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Fund represents that its Board of Trustees
including a majority of its Trustees who are not interested persons of the Fund,
have formulated and approved a plan under Rule 12b-1 to finance distribution
expenses.
2.5 The Fund 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 insurance regulations of the various states
2.6 The Underwriter represents and warrants that it is a member in good
standing of the FINRA and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance in with all applicable federal and state securities laws,
including without limitation the 1933 Act, the 1934 Act, and the 0000 Xxx.
2.7 The Fund represents that it is lawfully organized and validly existing
under the laws of the Commonwealth of Massachusetts and that it does and will
comply in all material respects with applicable provisions of the 0000 Xxx.
2.8 The Fund represents and warrants that all of its Trustees, officers,
employees, investment advisers, and other individuals/entities having access to
the funds and/or securities of the Fund are and continue to be at all times
covered by a blanket fidelity bond or similar coverage for the benefit of the
Fund in an amount not less than the minimal coverage as required by Rule 17g-1
under the 1940 Act or related provisions as may be promulgated from time to
time. The aforesaid Bond includes coverage for larceny and embezzlement and is
issued by a reputable bonding company.
2.9 Notwithstanding any other provision of this Agreement, the Fund shall be
responsible for the registration and qualification of its shares and of the Fund
itself under the laws of any jurisdiction only in connection with the sale of
Portfolio shares directly to the Company through the Underwriter. The Fund shall
not be responsible, and the Company shall take full responsibility, for
determining any jurisdiction in which any qualification or registration of Fund
shares or the Fund by the Fund may be required in connection with the sale of
the Contracts or the indirect interest of any Contract in any shares of the Fund
and advising the Fund thereof at such time and in such manner as is necessary to
permit the Fund to comply.
5
The Fund 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.
2.10 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Fund are covered by a blanket fidelity bond or
similar coverage in an amount not less than $5 million. The aforesaid includes
coverage for larceny and embezzlement and is issued by a reputable bonding
company.
2.11 The Adviser represents and warrants that it is and shall remain duly
registered in all material respects under all applicable federal and state
securities laws and that it shall perform its obligations for the Fund in
compliance in all material respects with any applicable state and federal
securities laws.
2.12 The foregoing representations and warranties shall be made, by the party
hereto that makes the representation or warranty as of the date first written
above and at the time of each purchase and each sale of the Fund's shares
pursuant to this Agreement.
2.13 The Company represents that it has adopted written policies and procedures
reasonably designed to detect and deter frequent and/or disruptive trading in
Shares. The Company and the Fund agree to reasonably cooperate For the purpose
of discouraging frequent or disruptive trading in shares of the Funds and agree
to negotiate a "shareholder information agreement" under Rule 22c-2.
2.14 The Company represents and warrants that it has procedures in place
reasonably designed to ensure that orders received by it are handled in a manner
consistent with the Fund's prospectus and applicable provisions of the 1940 Act
and the Rules thereunder, including Rule 22c-l. In addition, the Company agrees
that it will not enter into any arrangement to facilitate trading of Shares in a
manner inconsistent with the Fund's prospectus or applicable law.
Notwithstanding, it agreed that the Company makes no representation or agreement
that it will enforce or monitor the Fund's policy on market timing, as described
in the Prospectus or as otherwise disclosed to the Company.
2.15 The Company is not required to be registered as a transfer agent under the
1934 Act, for any reason, including as a result of entering into and performing
the Services set forth in this Agreement.
2.16 The Company will not exercise discretionary control, authority, or
management on behalf of any Plan as such terms are referenced in the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal
Revenue Code of 1986, as amended (the "Code").
2.17 The Company's receipt of the fees described in Schedule B hereof and its
provision of the Services to the Separate Accounts under this Agreement will not
constitute a non-exempt "prohibited transaction" as such term is defined in
Section 406 of ERISA and Section 4975 of the Code; and
2.18 The Company represents it is not required to be registered as a
broker-dealer under the 1934 Act, or any applicable state securities laws, for
any reason, including as a result of entering into and performing the Services
set forth in this Agreement.
6
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Fund shall provide the Company at no charge with as many printed copies
of the Fund's current prospectus and statement of additional information as the
Company may reasonably request. If requested by the Company, in lieu of
providing printed copies of the Fund's current prospectus and statement of
additional information, the Fund may provide computer diskettes, e-mail
transmissions or PDF files containing the Fund'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 Fund are amended during the
year) to have the prospectus for the Contracts (if applicable) and the Fund's
prospectus printed together in one document or separately. The Company may elect
to print the Fund's prospectus and/or its statement of additional information in
combination with other fund companies' prospectuses and statements of additional
information.
3.2(a) The Fund shall provide the Company at no charge with copies of the
Fund's proxy statements, Fund reports to shareholders, and other Fund
communications to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.2(b) The Fund shall pay for the cost of typesetting, printing and
distributing all Fund prospectuses, statements of additional information, Fund
reports to shareholders and other Fund communications to Contract owners and
prospective Contract owners. The Fund shall pay for all costs for typesetting,
printing and distributing proxy materials relating to the Portfolios.
3.3. The Fund's statement of additional information shall be obtainable by
Contract owners from the Fund, the Underwriter, the Company or such other person
as the Fund may designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Fund to Contract owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract owners;
B. vote the Fund shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable
annuity contract owners, vote Fund shares held in the Separate
Account for which no timely instructions have been received, in the
same proportion as Fund shares of such Portfolio for which
instructions have been received from the Company's Contract owners.
The Company reserves the right to vote Fund shares held in any
segregated asset account for its on account, to the extent permitted
by law. Notwithstanding the foregoing, with respect to the Fund
shares held by unregistered Separate Accounts that issue Contracts
issued in connection with employee benefit plans subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended, the Company shall vote such Fund shares allocated to such
Contracts only in accordance with the Company's agreements with such
Contract owners. The Company shall be responsible for assuring that
each of its separate
7
accounts participating in the Fund calculates voting privileges in a
manner consistent with all legal requirements.
3.5 The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Fund will not hold annual meetings but will hold such
special meetings as may be necessary from time to time. Further, the Fund will
act in accordance with the SEC interpretation of the requirements of Section
16(a) with respect to periodic elections of directors or trustees and with
whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the
Underwriter or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Fund, the Adviser or the Underwriter is described, at least
ten calendar days prior to its use. No such literature or material shall be used
without prior approval from the Fund or the Underwriter. Such approval process
shall not apply to subsequent usage of materials that are substantially similar
to prior approved materials.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Fund
or concerning the Fund or the Portfolios in connection with the sale of the
Contracts other than the information or representations contained in the
registration statement or prospectus for the Fund shares, as such registration
statement and prospectus may be amended or supplemented from time to time, or in
reports to shareholders or proxy statements for the Fund, or in sales literature
or other promotional material approved by the Fund or its designee, except with
the permission of the Fund or its designee.
4.3 The Fund shall furnish, or shall cause to be furnished, to the Company or
its designee, each piece of sales literature or other promotional material in
which the Company or any Separate Account is named, at least ten calendar days
prior to its use. No such literature or material shall be used without prior
approval from the Company or its designee. Such approval process shall not apply
to subsequent usage of materials that are substantially similar to prior
approved materials.
4.4 Neither the Fund nor the Underwriter shall give any information or make any
representations on behalf of the Company or concerning the Company, each
Separate Account, or the Contracts other than the information or representations
contained in the Contracts, a disclosure document, registration statement or
prospectus for the Contracts (if applicable), as such registration statement and
prospectus may be amended or supplemented from time to time, or in published
reports for each Separate Account which are in the public domain or approved by
the Company for distribution to Contract owners or participants, or in sales
literature or other promotional material approved by the Company, except with
the permission of the Company.
4.5 Upon request the Fund will provide to the Company at least one complete
copy of all prospectuses, statements of additional information, reports to
shareholders, proxy statements, and all amendments to any of the above, that
relate to the Fund or its shares, promptly after the filing of such document
with the SEC or other regulatory authorities.
8
4.6. Upon request the Company will provide to the Fund at least one complete
copy of all prospectuses, statements of additional information, reports,
solicitations for voting instructions, and all amendments to any of the above,
that relate to the Portfolios and if applicable to the investment in a Separate
Account or Contract, promptly after the filing of such document with the SEC or
other regulatory authorities.
4.7 For purposes of this Article IV, 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, Internet, 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, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund or the Portfolios and that all use
of any designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Fund and the Underwriter. Except as
provided in Section 4.1, the Company shall not use any such names or marks on
its own behalf or on behalf of a Separate Account in connection with marketing
the Contracts without prior written consent of the Fund or the Underwriter. Upon
termination of this Agreement for any reason, the Company shall cease all use of
any such names or marks.
4.9 The Fund and Underwriter agree and acknowledge that each has no right,
title or interest in the names and marks of the Company, and that all use of any
designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Company. Except as provided in
Section 4.3, the Fund and Underwriter shall not use any such names or marks on
its own behalf or on behalf of a Fund in connection with marketing the Fund
without prior written consent of the Company. Upon termination of this Agreement
for any reason, the Fund and Underwriter shall cease all use of any such names
or marks.
ARTICLE V. Fees and Expenses
5.1 The Fund, and/or the Adviser shall pay the service fees and administration
fees in such amounts provided for in the attached SCHEDULE B.
5.2 If the Fund or any Authorized Portfolio adopts and implements a plan
pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses, the
Fund or the Underwriter may make payments to the Company or the underwriter for
the Separate Accounts in such amounts as provided for in the attached SCHEDULE
B.
9
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the
Underwriter and each of their respective trustees, directors,
officers, employees or agents and each person, if any, who controls
the Fund or the Underwriter within the meaning of section 15 of the
1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of
this Section 6.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Company) or litigation (including reasonable 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 Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or statement of
additional information for the Contracts or contained in the
Contracts or sales literature or other promotional material 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 an Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and
in conformity with written information furnished by such
Indemnified Party or the Fund to the Company on behalf of the Fund
for use in the registration statement, prospectus or statement of
additional information for 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 Fund shares;
or
(ii) arise out of or as a result of (a) statements or representations
by or on behalf of the Company (other than statements or
representations contained in the Fund registration statement. Fund
prospectus or sales literature or other promotional material of
the Fund not supplied by the Company, or persons under its control
and other than statements or representations authorized by the
Fund, the Underwriter or the Adviser); or (b) the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty of the Company or persons under its control, with respect to
the sale or distribution of the Contracts or Fund shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in the Fund
registration statement, Fund prospectus, statement of additional
information or sales literature or other promotional material of
the Fund (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 Fund or the Underwriter by the Company or persons under its
control; or
(iv) arise as a result of any material 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
by the Company of this Agreement; except to the extent provided in
Sections 6.1(b) and 6.4 hereof.
10
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, 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 Fund shares or the Contracts or the operation of the Fund.
6.2 Indemnification by the Underwriter
(a) The Underwriter agrees, with respect to each Portfolio that it
distributes, to indemnify and hold harmless the Company and each of
its directors, officers, employees or agents and each person, if
any, who controls the Company within the meaning of section 15 of
the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes
of this Section 6.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Underwriter) or litigation (including reasonable
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 shares of the Portfolios that it
distributes or the Contracts and:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
the registration statement, prospectus or statement of
additional information for the Fund or sales literature or
other promotional material of the Fund (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 by such
Indemnified Party or the Company to the Fund or the
Underwriter on behalf of the Company for use in the
registration statement, prospectus or statement of additional
information for the Fund or in sales literature of the Fund
(or any amendment or supplement thereto) or otherwise for use
in connection with the sale of the Contracts or the Portfolio
shares; or
(ii) arise out of or as a result of (a) written statements or
representations (other than statements or representations
contained in the registration statement, prospectus or sales
literature for the Contracts not supplied by the Underwriter
or persons under their respective control and other than
statements or representations authorized by the Company); or
(b) the willful misfeasance, bad faith, gross negligence or
reckless disregard of duty the Underwriter or persons under
the control of the Underwriter, respectively, with respect to
the sale or distribution of the Contracts or Portfolio
shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a registration
statement, prospectus, statement of additional information
or sales literature or other promotional material with
respect to 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 and in conformity with information furnished
to the Company by the Underwriter or persons under the
control of the Underwriter, respectively; or
11
(iv) arise as a result of any material failure by the Underwriter
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 Underwriter in
this Agreement or arise out of or result from any other
material breach of this Agreement by the Underwriter; except
to the extent provided in Sections 6.2(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Underwriter of the commencement of any
litigation or proceedings against them in connection with the
issuance or sale of the Fund shares or the Contracts or the
operation of the Separate Accounts.
6.3 Indemnification by the Fund
(a) The Fund agrees to indemnify and hold harmless the Company and each
of its directors, officers, employees or agents and each person, if
any, who controls the Company within the meaning of section 15 of
the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes
of this Section 6.3) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Fund) or litigation (including reasonable 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 shares of the Portfolios or the Contracts and:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
the registration statement, prospectus or statement of
additional information for the Fund or sales literature or
other promotional material of the Fund (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 by such
Indemnified Party or the Company to the Fund or the
Underwriter on behalf of the Company for use in the
registration statement, prospectus or statement of additional
information for the Fund or in sales literature of the Fund
(or any amendment or supplement thereto) or otherwise for use
in connection with the sale of the Contracts or the Portfolio
shares; or
(ii) arise out of or as a result of (a) written statements or
representations (other than statements or representations
contained in the registration statement, prospectus or sales
literature for the Contracts not supplied by the Fund or
persons under their respective control and other than
statements or representations authorized by the Company); or
(b) the willful misfeasance, bad faith, gross negligence or
reckless disregard of duty of the Fund or persons under the
control of the Fund with respect to the sale or distribution
of the Contracts or Portfolio shares; or
12
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement,
prospectus, statement of additional information or sales
literature or other promotional material with respect to 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 and in conformity with
information furnished to the Company by the Fund or persons under
the control of the Fund; or
(iv) arise as a result of any material failure by the Fund 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 Fund in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Fund; except to the extent provided in Sections
6.3(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Fund of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of
the Fund shares or the Contracts or the operation of the Separate
Accounts.
6.4. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article
VI ("INDEMNIFYING PARTY" for the purpose of this Section 6.4) shall
not be liable under the indemnification provisions of this Article
VI with respect to any claim made against a party entitled to
indemnification under this Article VI ("INDEMNIFIED PARTY" for the
purpose of this Section 6.4) unless such Indemnified Party shall
have notified the Indemnifying Party 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 party shall have received
notice of such service on any designated agent), but failure to
notify the Indemnifying Party of any such claim shall not relieve
the Indemnifying Party from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than
on account of the indemnification provision of this Article VI. In
case any such action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate, at its own
expense, in the defense thereof. The Indemnifying Party also shall
he entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from the Indemnifying
Party to the Indemnified Party of the Indemnifying Party's election
to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by the
Indemnified Party, and the Indemnifying Party 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,
unless:
(i) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel or
13
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests
between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of New York.
7.2 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 from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. Term & Termination
8.1 Term.
(a) Except as otherwise provided below, the term of this Agreement shall
be for five (5) years from the date hereof, unless terminated
earlier by reason of a breach of contract or by law, or pursuant to
this section 8. At the end of the initial term of this Agreement,
this Agreement shall be automatically renewed for successive one
year periods, unless any party notifies the other no later than
thirty days before any anniversary of its intent to terminate this
Agreement.
8.2 This Agreement shall terminate:
(a) at the option of any party upon 60 days' advance written notice to
the other parties unless otherwise agreed in a separate written
agreement among the parties; or
(b) at the option of the Fund, the Underwriter or the Adviser upon
institution of formal proceedings against the Company by the FINRA,
the SEC, the insurance commission of any state or any other
regulatory body regarding the Company's duties under this Agreement
or related to the sale of the Contracts, the administration of the
Contracts, the operation of the Separate Accounts, or the purchase of
the Fund shares, which in the judgment of the Fund, the Underwriter
or the Adviser are reasonably likely to have a material adverse
effect on the Company's ability to perform its obligations under this
Agreement; or
(c) at the option of the Company upon institution of formal proceedings
against the Fund, the Underwriter or the Adviser by the FINRA, the
SEC, or any state securities or insurance department or any other
regulatory body, related to the purchase or sale of the Fund shares
or the operation of the Fund which in the judgment of the Company
are reasonably likely to have a material adverse effect on the
Underwriter's, the Fund's or the Adviser's ability to perform its
obligations under this Agreement; or
14
(d) at the option of the Company if a Portfolio delineated in SCHEDULE B
ceases to qualify as a Regulated Investment Company under Subchapter
M of the Code (a "RIC"), or under any successor or similar provision,
and the disqualification is not cured within the period permitted for
such cure, or if the Company reasonably believes that any such
Portfolio may fail to so qualify and be unable to cure such
disqualification within the period permitted for such cure; or
(e) at the option of any party to this Agreement, upon another party's
material breach of any provision of this Agreement; provided that
the party not in breach shall give the party in breach notice of the
breach and the party in breach does not cure such breach within 30
days of receipt of such notice of breach; or
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund, the
Underwriter or the Adviser has suffered a material adverse change in
its business, operations or financial condition since the date of
this Agreement or is the subject of material adverse publicity which
is likely to have a material adverse impact upon the business and
operations of the Company; or
(g) at the option of the Fund, the Underwriter or the Adviser if the
Fund, the Underwriter or the Adviser respectively, shall determine
in its sole judgment exercised in good faith, that the Company has
suffered a material adverse change in its business, operations or
financial condition since the date of this Agreement or is the
subject of material adverse publicity which is likely to have a
material adverse impact upon the business and operations of the Fund
or Underwriter.
8.3 Notice Requirement
(a) In the event that any termination of this Agreement is based upon
the provisions of Sections 8.2(b), 8.2(c) or 8.2(d), prompt written
notice of the election to terminate this Agreement for cause shall
be furnished by the party terminating the Agreement to the
non-terminating parties, with said termination to be effective upon
receipt of such notice by the non-terminating parties; provided that
for any termination of this Agreement based on the provisions of
Section 8.2(d), said termination shall be effective upon the
Portfolio's failure to qualify as a RIC and to cure such
disqualification within the period permitted for such cure.
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.2(f) or 8.2(g), prior written notice of the
election to terminate this Agreement for cause shall be furnished by
the party terminating this Agreement to the non-terminating parties.
Such prior written notice shall be given by the party terminating
this Agreement to the non-terminating parties at least 60 days before
the effective date of termination.
8.4 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.2(a) may be exercised for any reason or for no reason.
8.5 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to
Section 8.2(a) through 8.2(g) of this Agreement and subject to
Section 1.2 of this Agreement, the Company may require the Fund and
the Underwriter to continue to make available additional shares of
the Fund for so long after
15
the termination of this Agreement as the Company desires pursuant to
the terms and conditions of this Agreement as provided in paragraph
(b) below, 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 Fund shares is proscribed by
law, regulation or an applicable regulatory body. Specifically,
without limitation, the owners of the Existing Contracts shall be
permitted to direct reallocation of investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts unless such
further sale of Fund shares is proscribed by law, regulation or an
applicable regulatory body.
(b) Fund and/or Underwriter shall remain obligated to pay Company the fee
in effect as of the date of termination for so long as shares are
held by the Accounts and Company continues to provide services to the
Accounts. Such fee shall apply to shares purchased both prior to and
subsequent to the date of termination. This Agreement, or any
provision thereof, shall survive the termination to the extent
necessary for each party to perform its obligations with respect to
shares for which a fee continues to be due subsequent to such
termination.
(c) In the event of the insolvency or liquidation of the Company, fees
shall continue to be payable directly to the Company or its
liquidator, receiver, conservator or statutory successor, without
diminution and reasonable provision for verification by the Company
or its liquidator, receiver, conservator or statutory successor.
ARTICLE IX. Notices
9.1 (a) Any notice shall be deemed duly given only if sent by hand or
overnight express delivery, evidenced by written receipt or by certified mail,
return receipt requested, 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. All notices shall be deemed given the date
received or rejected by the addressee.
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, Investment Products Division
with a copy to:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
16
If to the Fund:
Advisors' Inner Circle Fund II on behalf of the Frost Funds
c/o SEI Investments
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: General Counsel
If to the Underwriter:
SEI Investments Distribution Co.
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: General Counsel
If to the Adviser
Frost Investment Advisors, LLC
000 Xxxx Xxxxxxx Street
00xx Xxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention:
ARTICLE X Miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the Contracts and all
other information reasonably identified as such in writing by any other party
hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information without the express prior
written consent of the affected party until such time as it may come into the
public domain. In addition, the parties hereby represent that they will use and
disclose Personal Information (as defined below) 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). "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 outsources
services to a third party, such third party will agree in writing to maintain
the security and confidentiality of any information shared with them.
10.2 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.
10.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
17
10.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
FINRA, and state insurance regulators) and shall permit such authorities (and
the 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
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to be maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
10.8 Notwithstanding any other provision of this Agreement, the obligations of
the Fund, Underwriter and Adviser are several and, without limiting in any way
the generality of the foregoing, no such party shall have liability for any
action or failure to act by the other party, or any person acting on such
party's behalf.
10.9 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Portfolios of the Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxx X. Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President
THE ADVISORS' INNER CIRCLE FUND II FROST INVESTMENT ADVISORS, LLC
on behalf of FROST FUNDS
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx X. Xxxxxxxxxxxx
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxx X. Xxxxxxxxxxxx
Title: Vice President & Secretary Title: President
18
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts.
PORTFOLIOS
All Class _A_ Shares
19
SCHEDULE B
In consideration of the services provided by the Company, THE FUND, THE
UNDERWRITER AND/OR ADVISER agrees to pay the Company an amount equal to the
following basis points per annum on the average aggregate amount invested by the
Company's Separate Account(s) in each Portfolio under the Fund Participation
Agreement, such amounts to be paid within 30 days of the end of each calendar
quarter.
SERVICE ADMINISTRATION
PORTFOLIO FEES 12B-1 FEES FEES
-------------------------------------------------------------------------------------
Frost Funds - Class A Shares 20 bps 25 bps $16 per participant
20
AMENDMENT TO PARTICIPATION AGREEMENT
Between
THE ADVISORS' INNER CIRCLE FUND II,
SEI INVESTMENTS DISTRIBUTION CO.,
FROST INVESTMENT ADVISORS, LLC,
AND
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 21 st day of June, 2010 to
amend the
Retail Fund Participation Agreement dated as of February 4, 2010 by
and between Hartford Life Insurance Company ("HARTFORD"), and The Advisors'
Inner Circle Fund II on behalf of the Frost Funds (hereinafter the "FUND"), SEI
Investments Distribution Co. (hereinafter the "UNDERWRITER"), and Frost
Investment Advisors, LLC (hereinafter the "ADVISER") (the "AGREEMENT").
WHEREAS, the parties desire to amend the Agreement to change the fees paid
pursuant to the Agreement and to clarify Schedule B,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedules A and B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
3. The following is added to Section 8.1 of the Agreement:
"At the end of the initial term of this Agreement, this Agreement may be
automatically renewed for successive one year periods, unless any party
notifies the others no later than thirty days before any anniversary of its
intent to terminate this Agreement."
4. The definition of any terms used herein shall be the same as the definition
provided in the Agreement.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY THE ADVISORS' INNER CIRCLE FUND II
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxx
----------------------------- -------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President Title: Vice President &
Secretary
Date: 7/20/10 Date: 7/19/2010
1
SEI INVESTMENTS DISTRIBUTION CO. FROST INVESTMENT ADVISORS, LLC
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxx X. Xxxxxxxxxxxx
----------------------------- -------------------------
Name: Xxxxxx X. Xxxx Name: Xxx X. Xxxxxxxxxxxx
Title: Chief Financial Officer & Title: President
Chief Operating Officer
Date: 7/13/10 Date:
2
SCHEDULE A
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts.
3
SCHEDULE B
In consideration of the services provided by the Company, THE FUND, THE
UNDERWRITER AND/OR ADVISER agrees to pay the Company an amount equal to the
following basis points per annum on the average aggregate amount invested by the
Company's Separate Account(s) in each Portfolio under the Fund Participation
Agreement, such amounts to be paid within 30 days of the end of each calendar
quarter.
SERVICE ADMINISTRATION
PORTFOLIO FEES 12B-1 FEES FEES
------------------------------------------------------------------------------------------------
All Frost Funds Class A Shares .20 .25 .20
4
