PARTICIPATION AGREEMENT
Among
FIDELITY DISTRIBUTORS CORPORATION,
HARTFORD LIFE INSURANCE COMPANY
and
HARTFORD EQUITY SALES COMPANY
THIS AGREEMENT, made and entered into as of the 7th day of January, 1994 by and
among HARTFORD LIFE INSURANCE COMPANY, (hereinafter the "Company"), a
corporation organized under the laws of the State of Connecticut, on its own
behalf and on behalf of each separate account of the Company set forth on
Schedule A hereto, as such schedule may be amended from time to time by mutual
consent, (each such separate account hereinafter referred to as an "Account" and
collectively as the "Accounts"), HARTFORD EQUITY SALES COMPANY, a Connecticut
corporation ("Distributor"), and FIDELITY DISTRIBUTORS CORPORATION (hereinafter
the "Underwriter"), a Massachusetts corporation.
WHEREAS, each Fund set forth on Schedule A hereto engages in business as an
open-end management investment company; and
WHEREAS, any Fund may be divided into several series of shares; if a Fund has
more than one series of shares, each is listed on Schedule A as a "Portfolio" of
its respective Fund; any reference to "Fund" in this Agreement shall also refer
to and include any Portfolio if the context so requires; and Schedule A may be
amended from time to lime by mutual consent of the parties; and
WHEREAS, the Company has established the Accounts, to serve as investment
vehicles for the group variable annuity contracts offered by the Company set
forth on Schedule B ("Contracts"), and Schedule B may be amended from time to
time by mutual consent of the parties; and
WHEREAS, sponsors of or participants in certain qualified retirement plans
("Plans") funded by the Contracts have discretion to select the Fund or Funds in
which assets corresponding to their interests in the Plans will be invested; and
WHEREAS, the Underwriter is registered as a broker/dealer with the Securities
and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934,
as amended, (hereinafter the "1934 Act"), and is a member in good standing of
the National Association of Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, the Distributor is registered as a broker/dealer with the Securities
and Exchange Commission (the "SEC") under the 1934 Act, and is a member in good
standing of the NASD, and is engaged in the distribution and servicing of Fund
shares; and
WHEREAS, to the extent permitted by applicable securities and insurance laws and
regulations, the Company intends to purchase Fund shares on behalf of each
Account to fund in whole or in part the aforesaid Contracts.
1
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Distributor and the Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
1.1. Provided that the Company qualifies for any sales load waiver described in
any then current Fund prospectus, the Underwriter agrees to make available Fund
shares indefinitely for purchase at the applicable net asset value per share
next computed in accordance with the then current prospectus for the applicable
Fund(s) after receipt by the applicable Fund(s) of the order for purchase by the
Company on behalf of the Accounts on those days on which the applicable Fund(s)
calculate(s) net asset value pursuant to rules of the SEC. The Funds shall use
reasonable efforts to calculate such closing net asset value on each day that
the New York Stock Exchange is open for trading. The Funds shall use their best
efforts to provide the closing net asset value to the Company by 7:00 p.m.
Boston time or as soon thereafter as is practicable on each Business Day.
Notwithstanding the foregoing, the Board of Trustees of any Funds (hereinafter
the "Board") may refuse 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 or is, in the sole discretion
of the Board acting in good faith and in light of their fiduciary duties under
federal and any applicable state laws, necessary in the best interests of the
shareholders of such Fund.
1.2. Each Fund will redeem for cash, on the Company's request, any full or
fractional Fund shares held by the Company, executing such requests on a daily
basis at the net asset value next computed in accordance with the then current
prospectus for the applicable Fund after receipt by the applicable Fund of the
request for redemption.
1.3. The Company agrees that all net Contract values held in the Accounts will
be invested in the Funds specified in Schedule A. Schedule A may be amended from
time to time. The Company will use its best efforts to give equal emphasis and
promotion of the Funds as is given to other underlying investment options of the
Contracts. The Company reserves the right to prescribe conditions and
regulations for the offer and acceptance of its Contracts, which may be changed
from time to time; provided, however, that the Company shall not make changes to
such conditions, rules and regulations, that operate to the specific prejudice
of any one or more of the Funds vis-a-vis other investment options offered by
the Company. The Company retains the exclusive right to add or modify other
investment options and to establish new investment options, fees and charges
under the Contracts. The Company reserves the right to modify, change or
discontinue the offering of any form of Contracts at any time.
The Company shall notify the Underwriter at the time of execution of this
Agreement of any other investment options available under the Contracts, and
shall notify the Underwriter of the identity of any additional investment
options at the time such options are made available under the Contracts.
1.4. Issuance and transfer of Fund shares will be by book entry only. Stock
certificates will not be issued to the Company or any Account. Shares will be
recorded in an appropriate title for each Account or the appropriate subaccount
of each Account.
1.5. The Funds shall furnish same day notice (by wire or telephone, followed by
written confirmation) 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 income dividends and capital gain distributions as are payable on Fund
shares in additional shares of the same Fund. The Company reserves the right to
revoke this election and to receive all such income dividends and capital gain
distributions in cash. The Funds shall notify the Company of the number of
shares so issued as payment of such dividends and distributions.
1.6 For purposes of Sections 1.1 and 1.2, the Company shall be the agent of the
Funds for the limited purpose of accepting orders of purchase and redemption for
shares of the Funds by the Accounts. Orders by the Company for the Accounts will
be sent the morning of the following Business Day after receipt by the Company
(provided that the Company receives such order prior to 4:00 p.m. Eastern Time
the day before the order is placed with the Funds) directly to the Funds, or the
specified agent of the Funds, and payment for net purchases will be wired to a
custodial account designated by the Funds, so as to coincide with the order for
shares of the Funds.
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Likewise, orders for net redemptions of shares of the Funds will be wired from
the Funds' custodial account to an account designated by the Company. Any wire
redemption charges by the Funds, or their agents, will be waived. The Funds will
execute purchase and redemption orders at the net asset value as determined as
of the close of trading on the day of receipt of such orders by the Company,
provided that such orders are received by the Funds by 10:00 a.m. Eastern Time
the following Business Day and payment for such orders is received by the Funds
no later than 4:00 p.m. Eastern Time the following Business Day. "Business Day"
shall mean any day the New York Stock Exchange is open for trading.
1.7 Except as provided in paragraph 1.6 above, the Underwriter, Company and
Distributor will act independently under the terms of this Agreement and not as
an agent or a legal representative of any other party for any purpose. No party
has any right or authority, express or implied, to supervise or control the
activities of any other's employees in connection with the performance of this
Agreement, or to bind it in any way, other than as provided in paragraph 1.6
above, or to accept any service of process upon it or to receive any notice of
any nature whatsoever on its behalf.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be
registered under the Securities Act of 1933 ("1933 Act") or are exempt from
registration thereof; that the Contracts will be issued and sold in compliance
in all material respects with all applicable Federal and State laws and that the
sale of the Contracts shall comply in all material respects with applicable
state insurance suitability requirements. 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
Account prior to any issuance or sale thereof as a separate account under the
Insurance Code of 32a-433 and that each Account is or will be registered as a
unit investment trust in accordance with the provisions of the Investment
Company Act of 1940 ("1940 Act") to serve as a segregated investment account for
the Contracts or is exempt from registration thereunder.
2.2. The Underwriter represents that each Fund is currently qualified as a
Regulated Investment Company under Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code") and that it will make every effort to maintain
such qualification (under Subchapter M or any successor or similar provision)
and that it will notify the Company immediately upon having a reasonable basis
for believing that any Fund ceased to so qualify or might not so qualify in the
future.
2.3. The Company represents that the Contracts are currently treated as annuity
contracts under applicable provisions of the Code and that it will make every
effort to maintain such treatment and that it will notify the Underwriter
immediately upon having a reasonable basis for believing that the Contracts have
ceased to be so treated or that they might not be so treated in the future.
2.4. The Underwriter makes no representation as to whether any aspect of any
Fund's operations (including, but not limited to, fees and expenses and
investment policies) complies with the insurance laws or regulations of the
various states.
2.5. The Underwriter represents and warrants that it is a member in good
standing of the NASD 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 with all applicable state and federal securities laws, including
without limitation the 1933 Act, the 1934 Act, and the 0000 Xxx.
2.6. The Distributor represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC.
2.7. The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other entities dealing with the money or
securities of the Funds are and shall continue to be at all
3
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Funds, in an amount not less than five million dollars ($5,000,000).
ARTICLE III. Proxy Statements; Voting
3.1. Unless otherwise required by law or regulation, the Company may exercise
its own discretion in voting proxies relating to Fund shares.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the
Underwriter or its designee, each piece of sales literature or other promotional
material in which any Fund or its investment adviser or the Underwriter is
named, at least ten Business Days prior to its use. No such material shall be
used if the Underwriter or its designee objects to such use within ten Business
Days after receipt of such material, which objection may not be unreasonable.
4.2. The Company shall not give any information or make any representations or
statements on behalf of any Fund or concerning any Fund in connection with the
sale of the Contracts other than the information or representations contained in
the registration statement or prospectus for such Fund shares, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in reports or proxy statements for such Fund, or in sales literature
or other promotional material approved by the Underwriter or its designee,
except with the permission of the Underwriter or its designee, which permission
may not be unreasonably withheld.
4.3. Sales literature in which any Fund or its investment advisor is named
shall be submitted to the SEC or NASD for review if required by applicable law.
Copies of any comments received shall be sent to the Underwriter or its
designee.
4.4. The Underwriter or its designee shall furnish, or shall cause to be
furnished, to the Company or its designee, each piece of sides literature or
other promotional material in which the Company or any Account is named, at
least ten Business Days prior to its use. No such material shall be used if the
Company or its designee objects to such use within ten Business Days after
receipt of such material, which objection may not be unreasonable.
4.5. The Underwriter shall not give any information or make any representations
on behalf of the Company or concerning the Company, any Account or the Contracts
other than the information or representations in sales literature or other
promotional material approved by the Company or its designee, except with the
permission of the Company, which permission may not be unreasonably withheld.
4.6. The Company will provide to the Underwriter at least one complete copy of
all registration statements, prospectuses, Statements of Additional Information,
reports, solicitations for voting instructions, applications for exemptions,
requests for no action letters, and all amendments to any of the above, that
relate to the Contracts or any Account, contemporaneously with the filing of
such document with the SEC or other regulatory authorities. In order to provide
the Company with lead time for the revision of its sales and marketing material,
the Underwriter will make reasonable efforts to notify the Company of impending
material changes to the prospectuses for the funds listed in Schedule A. If a
proxy statement is used in connection with the adoption of such changes, the
sending of a copy to the Company of the fund's proxy statement describing such
material changes shall be sufficient for this purpose.
4.7. For purposes of this Article IV, the phrase "sides 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, or other public media), sales literature
(i.e., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or
4
training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.
ARTICLE V. Fees and Expenses
5.1. The Underwriter shall pay no fee or other compensation under this
agreement, except that if a Fund adopts and implements a plan pursuant to Rule
12b-1 to finance distribution expenses, then the Underwriter may make payments
to the Distributor if and in amounts set forth in the applicable schedule of
distribution and service payments issued by Underwriter with respect to the Fund
or as set forth in the then current prospectus for the Fund. Such schedule of
distribution and service payments may be changed or discontinued by the
Underwriter from time to time and shall be in effect with respect to a Fund
which has a Rule 12b-1 plan only for so long as the Rule 12b-l plan for the Fund
remains in effect. Such payments will be made out of existing fees otherwise
payable to the Underwriter, past profits of the Underwriter or other resources
available to the Underwriter.
5.2. Each Fund shall bear the expenses for the cost of registration and
qualification of its shares, preparation and filing of its prospectus and
registration statement, proxy materials and reports. The Underwriter shall
provide to the Company one copy for each Account of each Fund's prospectus,
proxy materials and reports. The Company shall provide, at its own expense
unless otherwise agreed to in writing by the Company and any affiliate of the
Underwriter, a copy of such prospectuses, proxy materials and reports to
Contract owners who have funds invested in the applicable Fund(s) if required by
law. The Company shall notify Contract owners to distribute Fund prospectuses to
participants in the Plans if required by law.
ARTICLE VI. Indemnification
6.1. Indemnification By the Company
6.1(a). The Company agrees to indemnify and hold harmless each Fund and each
trustee of the Board and officers and each person, if any, who controls any Fund
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 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
side or acquisition of any Fund's shares or the Contracts and arise out of or
result from or are based upon any:
(i) any untrue statements or alleged untrue statements of any material
fact contained in the Registration Statement or prospectus for the
Contracts or contained in the Contracts or sales literature for the
Contracts (or any amendment or supplement to any of the foregoing),
or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity
with information furnished to the Company by or on behalf of any
Fund for use in the Registration Statement or prospectus for the
Contracts or in the Contracts or sales literature (or any amendment
or supplement thereto) or otherwise for use in connection with the
sale of the Contracts or any Fund shares; or
(ii) statements or representations (other than statements or
representations contained in the Registration Statement, prospectus
or sales literature of any Fund not supplied by the Company, or
persons under its control) or wrongful conduct of the Company or
persons under its control, with respect to the side or distribution
of the Contracts or any Fund Slimes; or
5
(iii) untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement, prospectus, or sales
literature of any 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 information furnished to the
Underwriter by or on behalf of the Company; or
(iv) failure by the Company to provide the services and furnish the
materials under the terms of this Agreement; or
(v) breach of any representation or warranty made by the Company in this
Agreement or any other breach of this Agreement by the Company.
6.1(b). The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Company in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Company of any such claim shall not
relieve the Company from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Company shall be entitled to participate, at its own
expense, in the defense of such action. The Company also shall be entitled to
assume die defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Company to such party of the Company's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Company 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.
6.1(c). 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 any Fund's Shares or the Contracts or the operation of
any Fund.
6.2. Indemnification by the Underwriter
6.2(a). The Underwriter agrees to indemnify and hold harmless the Company and
Distributor and each of their directors and officers and each person, if any,
who controls the Company or Distributor 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 legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of any Fund's shares or the
Contracts and arise out of or result from or are based upon any:
(i) untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement or prospectus or sales
literature of any 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 to the Underwriter by or on
behalf of the Company for use in the Registration Statement or
prospectus for any Fund or in sales literature (or any amendment or
supplement thereto) or otherwise for use in connection with the sale
of the Contracts or any Fund shares; or
6
(ii) 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 its control) or wrongful conduct of any
Fund, or Underwriter or persons under their control, with respect to
the sale or distribution of the Contracts or any Fund shares; or
(iii) untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement, prospectus, or sales
literature covering the Contracts , or any amendment thereof or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information
furnished to the Company by or on behalf of any Fund; or
(iv) failure by any Fund to register its shares as required by law, or
failure by any Fund or the Underwriter to provide the services and
furnish the materials under the terms of this Agreement; or
(v) breach of any representation or warranty made by the Underwriter in
this Agreement or any other breach of this Agreement by the
Underwriter.
6.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter 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.
6.2(c). The Company and the Distributor agree promptly to notify the
Underwriter of the commencement of any litigation or proceedings against them or
any of their officers or directors in connection with the issuance or sale of
the Contracts or the operation of any Account.
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 Commonwealth of Massachusetts.
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. Termination
8.1. This Agreement shall continue in full force and effect until the first to
occur of:
(a) termination by any party for any reason on one hundred eighty (180)
days' advance written notice delivered to the other parties; or
7
(b) termination by the Company by written notice to the Underwriter with
respect to any Fund based upon the Company's determination that
shares of such Fund are not reasonably available to meet the
requirements of the Contracts; or
(c) termination by the Company by written notice to the Underwriter 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 purchase of Fund shares
by the Company to fund the Contracts; or
(d) termination by the Company by written notice to the Underwriter 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 if the Company
reasonably believes that such Fund may fail to so qualify; or
(e) termination by the Underwriter by written notice to the Company, in
its sole judgment exercised in good faith, that the Company or one
of its affiliated companies has suffered a material adverse change
in its business, operations, financial condition or prospects since
the date of this Agreement or is the subject of material adverse
publicity; or
(f) termination by the Company by written notice to the Underwriter, if
the Company shall determine, in its sole judgment exercised in good
faith, that the Underwriter or one of its affiliated companies has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement or
is the subject of material adverse publicity.
8.2 Notwithstanding any termination of this Agreement, the Underwriter shall,
at the option of the Company, continue to make available additional shares of
the Funds pursuant to the terms and conditions of this Agreement, for all
Contracts in effect on the effective date of termination of this Agreement.
ARTICLE IX. Notices
Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.
If to the Underwriter:
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Treasurer
If to the Company or Distributor:
Harford Life Insurance Company
Asset Management Services
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Director, Sales and Marketing,
Administration and Support
ARTICLE X. Miscellaneous
10.1. Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and Plan participants and all information reasonably
identified as confidential in writing by any other party hereto and, except its
permitted by this Agreement, shall not disclose, disseminate or utilize such
names and addresses and other confidential information
8
without the express written consent of the affected party until after such time,
if any, as it has come into the public domain.
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 the 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.
10.5. Each party hereto 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
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
10.6. 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.
10.7. 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 hereto;
provided, however, that the Underwriter may assign this Agreement or any rights
or obligations hereunder to any affiliate of or company under common control
with the Underwriter, if such assignee is duly licensed and registered to
perform the obligations of the Underwriter under this Agreement.
10.8. The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee copies of any of the following reports, but no such report need be
created solely to fulfill the terms of this Agreement;
(a) the Company's annual statement (prepared under statutory accounting
principles) and annual report (prepared under generally accepted
accounting principles ("GAAP")) as soon as practical and in any
event within 90 days after the end of each fiscal year;
(b) the Company's quarterly statements (statutory and GAAP), as soon as
practiced and in any event within 45 days after the end of each
quarterly period;
(c) any financial statement, proxy statement, notice or report of the
Company sent to policyowners or stockholders, as soon as practical
after the delivery thereof to policyowners or stockholders;
(d) any registration statement (without exhibits) filed by the Group
Pension Division and financial reports of the Company filed with the
Securities and Exchange Commission or any state insurance regulator,
as soon as practical after the filing thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified below.
9
HARTFORD LIFE INSURANCE COMPANY
By: /s/ [ILLEGIBLE]
---------------------------------------------
Title: Vice President
Date: 1/17/94
HARTFORD EQUITY SALES COMPANY
By: /s/ [ILLEGIBLE]
---------------------------------------------
Title: Vice President
Date: 1/17/94
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ [ILLEGIBLE]
---------------------------------------------
Tille: President
Date: 2/2/94
10
SCHEDULE A
TO
PARTICIPATION AGREEMENT AMONG
FIDELITY DISTRIBUTORS CORPORATION,
HARTFORD LIFE INSURANCE COMPANY
AND
HARTFORD EQUITY SALES COMPANY
SEPARATE ACCOUNT ASSOCIATED FIDELITY FUND
-----------------------------------------------------------------------------
DC-VI Fidelity Advisor Overseas Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Income & Growth Fund
QM-I Fidelity Advisor Overseas Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Income & Growth Fund
QM-2 Fidelity Advisor Overseas Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Income & Growth Fund
11
SCHEDULE B
TO
PARTICIPATION AGREEMENT AMONG
FIDELITY DISTRIBUTORS CORPORATION,
HARTFORD LIFE INSURANCE COMPANY
AND
HARTFORD EQUITY SALES COMPANY
HARTFORD Life Insurance Company contract forms to which Riders are attached
providing for the investment of funds in separate accounts which in turn invest
in Fidelity Funds as specified in Schedule A.
14000
20000
21002
HL-6200
HL-6200GA XXX-0
00
XXXXXXXXX XX. 0
TO THE
PARTICIPATION AGREEMENT
AMONG
FIDELITY DISTRIBUTORS CORPORATION,
HARTFORD LIFE INSURANCE COMPANY
AND
(HARTFORD EQUITY SALES COMPANY
replaced by HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.)
WHEREAS, HARTFORD LIFE INSURANCE COMPANY (the "Company"), HARTFORD EQUITY SALES
COMPANY and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter") have
previously entered into a Participation Agreement dated January 7, 1994 (the
"Agreement"); and
WHEREAS, HARTFORD SECURITIES DISTRIBUTION COMPANY, INC. has replaced HARTFORD
EQUITY SALES COMPANY as the principal underwriter for the securities issued with
respect to the Accounts and as "Distributor" under this Agreement; and
WHEREAS, each of the parties hereto desire to amend the Agreement to recognize
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC. as the Distributor for purposes
of this Agreement; and
WHEREAS, each of the parties hereto desire to expand the number of Funds set
forth on Schedule A to the Agreement and the number of Contracts reflected of
Schedule B to the Agreement.
NOW, THEREFORE, the Company, the Distributor and the Underwriter hereby agree to
amend the Agreement as follows:
1. The term "Distributor" as used herein shall mean HARTFORD SECURITIES
DISTRIBUTION COMPANY, INC.
2. Schedule A to the Agreement is hereby amended and replaced in its entirety
with Schedule A attached hereto.
3. Schedule B to the Agreement is hereby amended and replaced in its entirety
with Schedule B attached hereto.
1
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of this 26th day of June, 1997.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President & Director
Allocated LOB
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
By: /s/ Xxxxxx X. Xxx
------------------------------
Name: Xxxxxx X. Xxx
Title: Controller
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
2
SCHEDULE A
TO THE
PARTICIPATION AGREEMENT
AMONG
FIDELITY DISTRIBUTORS CORPORATION,
HARTFORD LIFE INSURANCE COMPANY
AND
(HARTFORD EQUITY SALES COMPANY
replaced by HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.)
SEPARATE ACCOUNT ASSOCIATED FIDELITY FUND
----------------------------------------------------------------------------------
DC-VI Fidelity Advisor Overseas Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Income & Growth Fund
Fidelity Advisor Balanced Fund
QM-1 Fidelity Advisor Overseas Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Income & Growth Fund
QM-2 Fidelity Advisor Overseas Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Income & Growth Fund
3
SCHEDULE B
TO THE
PARTICIPATION AGREEMENT
AMONG
FIDELITY DISTRIBUTORS CORPORATION,
HARTFORD LIFE INSURANCE COMPANY
AND
(HARTFORD EQUITY SALES COMPANY
replaced by HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.)
HARTFORD LIFE INSURANCE COMPANY contract forms to which Riders may be attached
providing for the investment of funds in separate accounts which in turn invest
in Fidelity Funds as specified in Schedule A.
14000
14001
20000
21002
HL-6200
HL-6200GA XXX-0
0
XXXXXXXXX XX. 0
TO THE
PARTICIPATION AGREEMENT
AMONG
FIDELITY DISTRIBUTORS CORPORATION,
HARTFORD LIFE INSURANCE COMPANY
AND
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
WHEREAS, HARTFORD LIFE INSURANCE COMPANY (the "Company"), HARTFORD SECURITIES
DISTRIBUTION COMPANY, INC. (the "Distributor") and FIDELITY DISTRIBUTORS
CORPORATION (the "Underwriter") are parties to that certain
Participation
Agreement dated January 7, 1994, as amended June 26, 1997 (the "Agreement"); and
WHEREAS, each of the parties hereto desires to amend the Agreement to expand the
number of Accounts set forth on Schedule A to the Agreement and the number of
Contracts reflected on Schedule B to the Agreement; and
WHEREAS, each of the parties hereto desires to further amend the Agreement to
permit the Company to establish subaccounts of any Account for investment by
such Account in registered investment companies other than the Funds.
NOW, THEREFORE, the Company, the Distributor and the Underwriter hereby agree to
amend the Agreement as follows:
1. Schedule A to the Agreement is hereby amended and replaced in its
entirety with Schedule A attached hereto.
2. Schedule B to the Agreement is hereby amended and replaced in its
entirety with Schedule B attached hereto.
3. The first two sentences of Section 1.3 to the Agreement are hereby
deleted in their entirety and replaced with the following:
"The Company, Distributor and Underwriter each agree that, with
respect to the Accounts specified in Schedule A, as such Schedule
may be amended from time to time, the Company may, in its sole
discretion and at any time without modification to this Agreement,
establish subaccounts of the Accounts to transact in shares of any
other registered investment company without limitation by this
Agreement."
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of this 21st day of December, 1998.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
By: /s/ Xxxxxx X. Xxx
-----------------------------------
Name: Xxxxxx X. Xxx
Title: Assistant Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
SCHEDULE A
TO THE
PARTICIPATION AGREEMENT
AMONG
FIDELITY DISTRIBUTORS CORPORATION,
HARTFORD LIFE INSURANCE COMPANY
AND
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
SEPARATE ACCOUNT ASSOCIATED FIDELITY FUND CLASS OF FUND SHARES
--------------------------------------------------------------------------------------------------------------
DC-VI Fidelity Advisor Overseas Fund Class T
Fidelity Advisor Strategic Opportunities Fund "
Fidelity Advisor Growth Opportunities Fund "
Fidelity Advisor Income & Growth Fund "
Fidelity Advisor Balanced Fund "
QM-I Fidelity Advisor Overseas Fund Class T
Fidelity Advisor Strategic Opportunities Fund "
Fidelity Advisor Growth Opportunities Fund "
Fidelity Advisor Income & Growth Fund "
QM-2 Fidelity Advisor Overseas Fund Class T
Fidelity Advisor Strategic Opportunities Fund "
Fidelity Advisor Growth Opportunities Fund "
Fidelity Advisor Income & Growth Fund "
457 Fidelity Advisor Growth Opportunities Fund Class T
Fidelity Advisor Income & Growth Fund "
Fidelity Advisor Balanced Fund "
SCHEDULE B
TO THE
PARTICIPATION AGREEMENT
AMONG
FIDELITY DISTRIBUTORS CORPORATION,
HARTFORD LIFE INSURANCE COMPANY
AND
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
HARTFORD LIFE INSURANCE COMPANY contract forms to which Riders may be attached
providing for the investment of funds in separate accounts which in turn invest
in Fidelity Funds as specified in Schedule A.
15811
14000
14001
20000
21002
HL-6200
HL-6200GA ALL-1
Amendment No. 3 to the Participation Agreement among
Fidelity Distributors Corporation,
Hartford Life Insurance Company and
Hartford Securities Distribution Company, Inc.
Hartford Life Insurance Company, ("Company"), Hartford Securities Distribution
Company, Inc. ("Distributor"), and Fidelity Distributors Corporation
("Underwriter), hereby amend the Participation Agreement ("Agreement"), dated as
of January 7, 1994, as amended, by deleting Schedule A thereof and replacing it
with the following:
SCHEDULE A
SEPARATE ACCOUNTS
401 MARKET
K, Kl, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VKl, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC
FUNDS
Fidelity Advisor Funds, as selected by Company, plus additional funds, if any,
listed below.
In addition, based on the Company's representation and warranty that the
qualified retirement plan(s) named below ("Plan(s)") has(have) previously made
the following Fidelity retail funds available as investment options through
group variable annuity contract(s), shares of these Fidelity retail funds may be
purchased only by the Company's Separate Account(s) named below, and only in a
group variable annuity contract for the benefit of the Plan(s): Contrafund,
Equity-Income, Magellan, OTC Portfolio, and Puritan. No other investment in
Fidelity retail funds by the Company is permitted hereunder.
Hartford Separate Accounts: DCIII, UFC and 457.
Plan(s): San Xxxxxxx Deferred Compensation Plan, Monroe County Deferred
Compensation Plan
1
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of September 1,
2000.
HARTFORD LIFE INSURANCE COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxx Xxxxx
----------------------------- -----------------------------
Name: Xxxx Xxxxxxxx Name: Xxxxx Xxxxx
Title: Assistant Actuary Title: Vice President and Director
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
2
Amendment No. 4 to the Participation Agreement
Among
Fidelity Distributors Corporation,
Hartford Life Insurance Company
And
Hartford Securities Distribution Company, Inc.
Hartford Life Insurance Company ("Company"), Hartford Securities Distribution
Company, Inc. ("Distributor"), and Fidelity Distributors Corporation
("Underwriter"), entered into a Participation Agreement ("Agreement") dated as
of January 7, 1994, and amended on June 26, 1997, December 21, 1998 and
September 1, 2000.
The parties hereby agree to further amend the Agreement as follows:
1. The third "Whereas" clause in the Participation Agreement dated January 7,
1994 shall be amended to read:
"WHEREAS, the Company has established the Accounts to serve as investment
vehicles for certain group funding agreements and group variable annuity
contracts ("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").
2. Schedule A shall be deleted and replaced with the attached Schedule A.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of June 11,
2001.
HARTFORD LIFE INSURANCE COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------ ------------------------------
Name: Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Assistant Actuary Title: Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Executive Vice President
SCHEDULE A
SEPARATE ACCOUNTS
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC
FUNDS
Fidelity Advisor Funds, as selected by Company, plus additional funds, if any,
listed below.
In addition, based on the Company's representation and warranty that the
qualified retirement plan(s) named below ("Plan(s)") has (have) previously made
the following Fidelity retail funds available as investment options through
group variable annuity contract(s), shares of these Fidelity retail funds may be
purchased only by the Company's Separate Account(s) named below, and only in a
group variable annuity contract for the benefit of the Plan(s).. No other
investment in Fidelity retail funds by the Company is permitted hereunder.
HARTFORD SEPARATE ACCOUNTS PLANS FUNDS
----------------------------------------------------------------------------------------------------------------
DCIII, UFC and 457 San Xxxxxxx Deferred Compensation Plan Contrafund, Equity-Income, Magellan,
OTC Portfolio, and Puritan
DCIII, UFC and 457 Monroe County Deferred Compensation Plan Contrafund, Equity-Income, Magellan,
OTC Portfolio, and Puritan
457 County of Rockland Deferred Compansation Blue Chip Growth; Growth & Income
Plan Contrafund, Magellan, and Puritan
Amendment No. 5 to the Participation Agreement
Among
Fidelity Distributors Corporation,
Hartford Life Insurance Company
And
Hartford Securities Distribution Company, Inc.
Hartford Life Insurance Company ("Company"), Hartford Securities Distribution
Company, Inc. ("Distributor"), and Fidelity Distributors Corporation
("Underwriter"), entered into a Participation Agreement ("Agreement") dated as
of January 7, 1994, and amended on June 26, 1997, December 21, 1998, September
1, 2000 and June 11, 2001.
The parties hereby agree to further amend the Agreement as follows:
1. Schedule A shall be deleted and replaced with the attached Schedule A.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of August 27,
2001.
HARTFORD LIFE INSURANCE COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------ ------------------------------
Name: Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Assistant Actuary Title: Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Executive Vice President
SCHEDULE A
SEPARATE ACCOUNTS
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC
FUNDS
Fidelity Advisor Funds, as selected by Company, plus additional funds, if any,
listed below.
In addition, based on the Company's representation and warranty that the
deferred compensation retirement plan(s) named below ("Plan(s)") has (have)
previously made the following Fidelity retail funds available as investment
options through group variable annuity contract(s), shares of these Fidelity
retail funds may be purchased only by the Company's Separate Account(s) named
below, and only in a group variable annuity contract for the benefit of the
Plan(s). No other investment in Fidelity retail funds by the Company is
permitted hereunder.
HARTFORD SEPARATE ACCOUNTS PLANS FUNDS
----------------------------------------------------------------------------------------------------
DCIII, UFC and 457 San Xxxxxxx Deferred Compensation Contrafund, Equity-Income,
Plan Magellan, OTC Portfolio, and
Puritan
DCIII, UFC and 457 Monroe County Deferred Compensation Contrafund, Equity-Income,
Plan; Magellan, OTC Portfolio, and
Puritan
DCIII, UFC and 457 County of Union Deferred Contrafund, Equity-Income, Magellan
Compensation Plan and OTC Portfolio
457 Placer County Deferred Compensation Magellan
Plan
457 County of Rockland Deferred Blue Chip Growth. Growth & Income,
Compansation Plan Contrafund, Magellan, and Puritan
Amendment No. 6 to the Participation Agreement
Among
Fidelity Distributors Corporation,
Hartford Life Insurance Company
And
Hartford Securities Distribution Company, Inc.
Hartford Life Insurance Company ("Company"), Hartford Securities Distribution
Company, Inc. ("Distributor"), and Fidelity Distributors Corporation
("Underwriter"), entered into a Participation Agreement ("Agreement") dated as
of January 7, 1994, and amended on June 26, 1997, December 21, 1998, September
1, 2000, June 11, 2001 and August 27, 2001.
The parties hereby agree to further amend the Agreement as follows:
1. Schedule A shall be deleted and replaced with the attached Schedule A.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of April 22,
2003.
HARTFORD LIFE INSURANCE COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------------- ------------------------------
Name: Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President, Director Title: Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Don Holborn
------------------------------
Name: Don Holborn
Title: Executive Vice President
SCHEDULE A
SEPARATE ACCOUNTS
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC
FUNDS
Fidelity Advisor Funds, as selected by Company, plus additional funds, if any,
listed below.
In addition, based on the Company's representation and warranty that the
deferred compensation retirement plan(s) named below ("Plan(s)") has (have)
previously made the following Fidelity retail funds available as investment
options through group variable annuity contract(s), shares of these Fidelity
retail funds may be purchased only by the Company's Separate Account(s) named
below, and only in a group variable annuity contract for the benefit of the
Plan(s). No other investment in Fidelity retail funds by the Company is
permitted hereunder.
HARTFORD SEPARATE ACCOUNTS PLANS FUNDS
----------------------------------------------------------------------------------------------------------------
DCIII, UFC and 457 San Xxxxxxx Deferred Compensation Contrafund, Equity-Income, Magellan, OTC
Plan Portfolio, and Puritan
DCIII, UFC and 457 Monroe County Deferred Compensation Contrafund, Equity-Income, Magellan, OTC
Plan Portfolio, and Puritan
DCIII, UFC and 457 County of Union Deferred Contrafund, Equity-Income, Growth & Income,
Compensation Plan Magellan, OTC Portfolio and Puritan
457 Placer County Deferred Compensation Magellan
Plan
457 County of Rockland Deferred Blue Chip Growth, Growth & Income,
Compensation Plan Contrafund, Magellan, and Puritan
457 Jacksonville Electric Authority Contrafund and Magellan
Deferred Compensation Plan
AMENDMENT NO. 7 TO THE PARTICIPATION AGREEMENT
AMONG
FIDELITY DISTRIBUTORS CORPORATION,
HARTFORD LIFE INSURANCE COMPANY
AND
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
THIS AMENDMENT ("AMENDMENT") is made and entered into as of the December 31,
2008 between Hartford Life Insurance Company ("COMPANY"), and Hartford
Securities Distribution Company, Inc. ("DISTRIBUTOR"), and Fidelity Distributors
Corporation ("UNDERWRITER"), amending that certain Participation Agreement among
the parties dated January 7, 1994, as amended on June 26, 1997, December 21,
1998, September 1, 2000, June 11, 2001, August 27, 2001 and April 22, 2003
("AGREEMENT").
WHEREAS, the parties desire to amend the Agreement to delete the existing
Schedule A and replace it with a new Schedule A.
NOW, THEREFORE, the parties agree as follows:
1. Schedule A is hereby deleted in its entirety and replaced with a new Schedule
A as follows:
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently those Separate Accounts
are as follows:
401(K) MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
401(A), 403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, 403, UFC, Separate Account Two,
Separate Account Eleven, Separate Account Fourteen
FUNDS
Fidelity Advisor Funds, as selected by Company, plus additional funds, if any,
listed below.
1
In addition, based on the Company's representation and warranty that the
deferred compensation retirement plan(s) named below ("Plan(s)") has (have)
previously made the following Fidelity retail funds available as investment
options through group variable annuity contract(s), shares of these Fidelity
retail funds may be purchased only by the Company's Separate Account(s) named
below, and only in a group variable annuity contract for the benefit of the
Plan(s). No other investment in Fidelity retail funds by the Company is
permitted hereunder.
HARTFORD SEPARATE ACCOUNTS PLANS FUNDS
----------------------------------------------------------------------------------------------------
DCIII, UFC and 457 San Xxxxxxx Deferred Compensation Contrafund, Equity-Income,
Plan Magellan, OTC Portfolio, and
Puritan
DCIII, UFC and 457 Monroe County Deferred Compensation Contrafund, Equity-Income,
Fund Magellan, OTC Portfolio, and
Puritan
DCIII, UFC and 457 County of Union Deferred Contrafund, Equity-Income, Growth &
Compensation Fund Income, Magellan, OTC Portfolio and
Puritan
457 Placer County Deferred Compensation Magellan
Plan
457 County of Rockland Deferred Blue chip Growth, Growth & Income,
Compensation Plan Contrafund, Magellan, and Puritan
457 Jacksonville Electric Authority Contrafund and Magellan
Deferred Compensation Plan
2. A new paragraph is added as Section 8.3 of the Agreement as follows:
"8.3 At the end of the initial term of this Agreement, this Agreement may
be automatically renewed for successive one year periods, unless otherwise
effectively terminated under the terms of this Agreement."
3. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
4. The Agreement is all other respects remains unchanged and in full force and
effect according to its terms.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
2
Amendment effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxx Xxx By: /s/ Xxxx Xxxxxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxx Name: Xxxx Xxxxxxxx
Titel: Senior Vice President Titel: Executive Vice President
Date: 5/15/09 Date: 6/4/09
HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: /s/ Xxxxx Xxx
------------------------------
Name: Xxxxx Xxx
Titel: Senior Vice President
Date: 5/15/09
3
AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT
AMONG
FIDELITY DISTRIBUTORS CORPORATION
HARTFORD LIFE INSURANCE COMPANY
AND
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
This AMENDMENT (this "Amendment") is entered into and effective as of the 13th
day of May, 2010 by and among HARTFORD LIFE INSURANCE COMPANY (the "Company"), a
Connecticut corporation, HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
("Distributor") and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a
Massachusetts corporation
WHEREAS, the Company, on its own behalf and on behalf of each Account and the
Underwriter are parties to a Participation Agreement dated as of January 7th,
1994, and amended on June 26, 1997, December 21, 1998, September 1, 2000, June
11, 2001, August 27, 2001 and April 22, 2003 (the "Agreement");
WHEREAS, the parties wish to amend certain provisions of the Agreement as set
forth herein; and
WHEREAS, capitalized terms used, but not defined, in this Amendment have the
meanings assigned to such terms in the Agreement.
NOW THEREFORE, in consideration of the mutual promises, representations, and
warranties made herein, covenants and agreements hereinafter contained, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:
1. The first paragraph of Section 1.1 shall be replaced with the following:
1.1. The Underwriter agrees to make available shares of the Portfolios
indefinitely for purchase at the applicable net asset value per share next
computed in accordance with the then current prospectus for the applicable Fund
after receipt by the applicable Fund of the order for purchase by the Company on
behalf of the Accounts on those days on which the applicable Fund calculates its
net asset value pursuant to rules of the SEC; provided that the Company
qualifies for any sales load waiver described in the then current prospectus for
such Portfolio. For purposes of Sections 1.1 and 1.2, the Company shall be the
agent of the Funds for the limited purpose of accepting orders of purchase and
redemption for shares of the Funds on behalf of the Accounts, and receipt by the
Company shall therefore constitute receipt by the Fund of such orders for
purposes of determining the net asset value at which such orders will be
executed, so long as the requirements of the rest of this paragraph are met.
Beginning within three months of the effective date of this Amendment, the
Company agrees that orders for the purchase or redemption of shares of the Funds
on behalf of the Accounts will be placed directly by the Company with the Funds
or their transfer agent by electronic transmission. Company shall transmit
orders directly to the Funds or their designee(s) by 6:00 a.m. Eastern Time of
the calendar day next following the Business Day on which the Order was accepted
by Company (provided again that the Company's orders shall reflect only orders
it receives from owners of Contracts or participants under Contracts prior to
4:00 p.m. Eastern Time). The Funds will execute purchase and redemption orders
at the net asset
value determined as of the close of trading on the day of receipt of such orders
by the Company, provided that such orders are received by the Funds by 6:00 a.m.
Eastern Time of the calendar day next following the Business Day on which the
Order was accepted by Company AND payment for such orders is received by the
Funds no later than the close of the Fedwire system on the Business Day
following the day on which purchase instructions are treated as having been
received by the Funds. "Business Day" shall mean any day the New York Stock
Exchange is open for trading. Payment for net purchases shall be federal funds
transmitted by wire by the Company to a custodial account designated by the
Funds. Likewise, orders for net redemptions of shares of the Funds will be wired
from the Funds' custodial account to an account designated by the Company. Any
wire redemption charges by the Funds, or their agents, will be waived. Upon
receipt by a Fund of the federal funds so wired, for purposes of Section 2.7
such funds shall cease to be the responsibility of the Company and shall become
the responsibility of the Fund.
2. Section 1.6 of the Agreement is hereby deleted in its entirety.
3. The reference to Section "1.6" in Section 1.7 is hereby replaced with
reference to "1.1".
4. This Amendment may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
5. If any provision of this Amendment shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Amendment shall not
be affected thereby.
IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized
signatures, intending that this Amendment be effective as of the date first
written above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx, Chief Administrative Office
