FUND PARTICIPATION AGREEMENT
Among
LORD XXXXXX SERIES FUND, INC.,
LORD XXXXXX DISTRIBUTOR LLC
And
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
TABLE OF CONTENTS
PAGE
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ARTICLE I. Series Shares
ARTICLE II. Representations and Warranties
ARTICLE III. Prospectuses, Reports to Shareholders and Proxy Statements; Voting
ARTICLE IV. Sales Material and Information
ARTICLE V. Diversification
ARTICLE VI. Potential Conflicts
ARTICLE VII. Indemnification
ARTICLE VIII. Applicable Law
ARTICLE IX. Termination
ARTICLE X. Notices
ARTICLE XI. Miscellaneous
SCHEDULE A Separate Accounts and Contracts
SCHEDULE B Participating Series
SCHEDULE C Allocation of Expenses
SCHEDULE D Format for NAV and Dividend Information
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FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, effective as of this 2nd day of May, 2005 by and among Hartford
Life Insurance Company and Hartford Life and Annuity Insurance Company
(collectively, "Hartford"), a
Connecticut corporation, on its behalf and on
behalf of each separate account set forth on attached SCHEDULE A as it may be
amended from time to time upon written agreement of the parties (the "Separate
Accounts"); Lord Xxxxxx Series Fund, Inc. (the "Fund"); and Lord Xxxxxx
Distributor LLC (the "Distributor").
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established by insurance companies for life insurance policies and annuity
contracts; and
WHEREAS, the Distributor is registered as a broker/dealer under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), is a member in good standing
of the National Association of Securities Dealers (the "NASD") and serves as
principal underwriter of the shares of the Fund; and
WHEREAS, the Fund intends to make available shares of its series set forth on
attached SCHEDULE B, as it may be amended from time to time by mutual agreement
of the parties (the "Series"), to the Separate Accounts of Hartford; and
WHEREAS, Hartford is an insurance company that has registered or will register
the variable annuities and/or variable life insurance policies funded through
the Separate Account under the Securities Act of 1933 (the "1933 Act") and the
Investment Company Act of 1940 (the "1940 Act"), unless exempt from such
registration, to be issued by Hartford for distribution (the "Contracts").
NOW, THEREFORE, in consideration of their mutual promises, Hartford, the Fund,
and the Distributor agree as follows:
ARTICLE I. SERIES SHARES
1.1 The Fund and the Distributor agree to make shares of the Series available
for purchase by Hartford on behalf of the Separate Accounts on each Business
Day. The Fund will execute orders placed for each Separate Account on a daily
basis at the net asset value of each Series share next computed after receipt by
the Fund, or its designee, of such order as of the close of business on each
Business Day.
A. For purposes of this Agreement, Hartford shall be the designee of the
Fund and Distributor for receipt of orders from each Separate Account
and receipt by Hartford constitutes receipt by the Fund; provided, to
the extent not inconsistent with regulatory requirements, that
Hartford receives the order by 4:00 p.m. Eastern time and
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the Fund receives notice from Hartford by telephone, facsimile (orally
confirmed), or by such other means as the Fund and Hartford may
mutually agree of such order, that the Fund receives notice of such
orders by 9:30 a.m. (Eastern time) on the next following Business Day.
B. For purposes of this Agreement, "Business Day" shall mean any day on
which the New York Stock Exchange is open for trading and on which
the Fund calculates the net asset value of each Series pursuant to
the rules of the Securities and Exchange Commission ("SEC"), as set
forth in the Series' prospectus.
1.2 The Board of Directors of the Fund (the "Board"), acting in good faith and
in the exercise of its fiduciary responsibilities, may refuse to permit the Fund
to sell shares of any Series to any person, or suspend or terminate the offering
of shares of any Series if such action is required by law or by regulatory
authorities having jurisdiction over the sale of shares.
1.3 The Fund and the Distributor agree that shares of the Fund or any of its
Series will be sold only to insurance companies for use in conjunction with
variable life insurance policies or variable annuities. No shares of the Fund or
any of its Series will be sold to the general public.
1.4 The Fund and the Distributor agree to redeem for cash, at Hartford's
request, any full or fractional shares of the Series held by the Separate
Accounts, on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of the request for redemption.
A. For the purposes of this Agreement, Hartford shall be the designee of
the Fund for receipt of redemption requests from each Separate
Account and receipt by Hartford constitutes receipt by the Fund;
provided, to the extent not inconsistent with regulatory
requirements, that Hartford receives the redemption request by 4:00
p.m. Eastern time and the Fund receives notice from Hartford by
telephone, facsimile (orally confirmed), or by such other means as
the Fund and Hartford may mutually agree of such redemption request
that the Distributor receives notice of the redemption request by
9:30 a.m. (Eastern time) on the next following Business Day.
1.5 Except as otherwise provided herein, Hartford agrees that purchases and
redemptions of Series shares offered by the then current prospectus of the
Series shall be made in accordance with the provisions of the prospectus.
A. Hartford will place separate orders to purchase or redeem shares of
each Series. Each order shall describe the net amount of shares and
dollar amount of each Series to be purchase or redeemed.
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B. In the event of net purchases, Hartford will pay for Series shares
before 3:00 p.m. (Eastern time) on the next Business Day after receipt
of an order to purchase shares.
C. In the event of net redemptions, the Fund shall pay the redemption
proceeds in federal funds transmitted by wire before 3:00 p.m. (Eastern
time) on the next Business Day after an order to redeem Series shares is
made.
1.6 Issuance and transfer of the Series' shares will be by book entry only.
Share certificates will not be issued to Hartford or any Separate Account.
Shares purchased will be recorded in an appropriate title for each Separate
Account or the appropriate sub-account of each Separate Account. The Fund shall
furnish to Hartford the CUSIP number assigned to each Series identified in
SCHEDULE B attached as may be amended from time to time.
1.7 The Distributor shall notify Hartford in advance of any dividends or
capital gain distributions payable on the Series' shares, but by no later than
same day notice by 6:00 p.m. Eastern time on the declaration date (by wire or
telephone, followed by written confirmation). The parties understand that
Hartford elects to reinvest all such dividends and capital gain distributions in
additional shares of that Series. The Fund shall notify Hartford of the number
of Series shares issued as payment of dividends and distributions. Hartford
reserves the right to revoke this election and to receive all such dividends and
capital gain distributions in cash.
1.8 The Distributor shall provide, in a form acceptable to Hartford, the net
asset value per share of each Series share to Hartford on a daily basis as soon
as reasonably practical after the net asset value per share is calculated. The
Fund shall use its reasonable best efforts to make such net asset value per
share available by 6:00 p.m. Eastern time. Information specified in this Section
and Section 1.7 will be substantially in the form as set forth in attached
SCHEDULE D.
A. If the Distributor provides materially incorrect Series share net
asset value information through no fault of Hartford, 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.
B. Any material error in the calculation or reporting of net asset value
per Series share, dividend or capital gain information shall be
reported promptly to Hartford upon discovery. The Fund shall
indemnify and hold harmless Hartford against any amount Hartford is
legally required to pay annuity or life insurance contract owners
that have selected a Series 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 the daily net
asset value, dividend rate or capital gains distribution rate. The
Fund shall reimburse Hartford for any and all costs and expenses that
result from the Distributor providing a materially incorrect share
net asset value Hartford shall submit an invoice
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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 Hartford, subject to the immediately following sentence, Hartford
shall immediately reimburse the Fund, the applicable Series or its
agents for any material losses incurred by the Fund, the applicable
Series or its agents as a result of the incorrect calculation. Should
a material miscalculation by the Fund or its agents result in a gain
Contract owners, Hartford 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 Series or its agents. Hartford 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 Series
or its agents; provided, however, Hartford shall not be obligated to
initiate or otherwise pursue any legal action or rights of set off
against Contract owners for any such reimbursements.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
C. The Distributor or the Fund shall also provide any additional
information relating to each Series, including the non-fair market
net asset value, in the time and manner reasonably requested by
Hartford.
1.9 The parties agree that the Contracts are not intended to serve as vehicles
for frequent transfers among the Funds in response to short-term stock market
fluctuations. The Fund and Hartford agree to cooperate to deter transfer
activity in the Funds where such activity occurs through the Contracts and has
been identified as abusive or following a "market timing" pattern ("Abusive
Transfers").
A. The Fund acknowledges and agrees that the Contracts give Hartford the
ability to restrict transfers under certain circumstances and that
Hartford does not have the current ability to track, intra-day,
individual transfers in omnibus accounts or in all Contracts.
B. The Fund agrees to notify Hartford of transfer activity that the Fund
deems to be Abusive Transfer activity. After receiving such notice
from the Fund, Hartford agrees that it will cooperate with the Fund
and Distributor to limit Abusive Transfers to the extent permissible
under the terms and conditions of Contract owner prospectuses,
Contracts and other governing laws. The Fund and Hartford agree to
amend this provision as mutually deemed to be necessary to reflect
any applicable law changes.
C. In the event the parties' respective restrictions on trading, market
timing policies, redemption fees, or any other trading policy or
procedure conflict, the parties agree to negotiate in good faith
their respective responsibility for expenses for closing the affected
Series in the Contracts.
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D. In accordance with Rule 22c-2 adopted in SEC Rel. No. IC-26782 (Mar.
11, 2005), by the compliance date noted therein, Hartford, will
provide, upon request by the Fund, the Taxpayer Identification Number
or other identifying information contained in the Hartford's records,
of any particular or all Contract owners that purchased, redeemed,
transferred, or exchanged shares of the Funds, and the amount and
dates of such purchases, redemptions, transfers and exchanges.
Hartford will also honor any instructions from the Fund to restrict
or prohibit further purchases or exchanges of Fund shares by a
Contract owner who has been identified by Hartford or the Fund as
having engaged in transactions in such shares that violate the Fund's
policies established for the purpose of eliminating or reducing
Abusive Transfers. The Fund may in the future offer Series and/or
share classes offered through the Separate Accounts that impose
redemption fees in certain circumstances ("Redemption Fee Funds").
Hartford and the Fund will maintain required records and otherwise
comply with any applicable regulation issued by the SEC or other
agency relating to the assessment and collection of redemption fees
by such Redemption Fee Funds.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1 Hartford represents and warrants that:
A. The Contracts are or will be registered under the 1933 Act unless
exempt and that the registrations will be maintained to the extent
required by law.
B. The Contracts will be issued in material compliance with all
applicable federal and state laws and regulations.
C. Hartford is duly organized and in good standing under applicable law.
D. Hartford has legally and validly established each Separate Account
prior to any issuance or sale as a segregated asset account under the
Connecticut Insurance Code and has registered or, prior to any
issuance or sale of the Contracts, will register and will maintain
the registration of each Separate Account as a unit investment Fund
in accordance with the 1940 Act, unless exempt from such
registration.
2.2 The Fund and the Distributor represent and warrant that:
A. Series shares sold pursuant to this Agreement shall be registered
under the 1933 Act and the regulations thereunder to the extent
required.
B. Series shares shall be duly authorized for issuance in accordance
with the laws of each jurisdiction in which shares will be offered.
C. Series shares shall be sold in material compliance with all
applicable federal and state securities laws and regulations.
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D. The Fund is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required.
E. The Fund shall amend its registration statement under the 1933 Act
and the 1940 Act, from time to time, as required in order to effect
the continuous offering of the Series' shares.
2.3 The Fund represents and warrants that:
A. The Fund is currently qualified as a "regulated investment company"
under Subchapter M of the Internal Revenue Code of 1986, as amended,
(the "Code") and complies with Section 817(h) of the Code and
regulations there under. The Fund will make every effort to maintain
such qualification and that it will notify Hartford promptly in
writing upon having a reasonable basis for believing that the Fund
has ceased to qualify or that the Fund might not qualify in the
future.
B. The Fund is duly organized and validly existing under the laws of the
state of its organization.
C. The Fund does and will comply in all material respects with the 1940
Act.
D. The Fund has obtained an order from the SEC granting participating
insurance companies and variable insurance product separate accounts
exemptions from the provisions of the 1940 Act, as amended, and the
rules thereunder, to the extent necessary to permit shares of the
Fund or its Series to be sold to and held by variable insurance
product separate accounts of both affiliated and unaffiliated life
insurance companies.
2.4 The Distributor represents and warrants that:
A. It is and shall remain duly registered under all applicable federal,
state laws and regulations and that it will perform its obligations
for the Fund in material compliance with all applicable laws and
regulations.
ARTICLE III. PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY
STATEMENTS; VOTING
3.1 The Fund shall provide Hartford with as many printed copies of the current
prospectus(es), statement of additional information, proxy statements, annual
reports and semi annual reports of each Series (and no other series), and any
supplements or amendments to any of the foregoing, as Hartford may reasonably
request. If requested by Hartford in lieu of the foregoing printed documents,
the Fund shall provide such documents in another mutually agreeable form and
such other assistance as is reasonably necessary in order for Hartford to have
any of the prospectus(es),
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statements of additional information, proxy statements, annual reports and semi
annual reports of each Series (and no other series), and any supplements or
amendments to any of the foregoing, printed in combination with such documents
of other fund companies' and/or such documents for the Contracts. [Expenses
associated with providing, printing and distributing such documents shall be
allocated in accordance with SCHEDULE C attached to this Agreement.
3.2 The Fund or its designee will use its reasonable best efforts to provide
Hartford 90 days notice of any change for a Series, including but not limited
to, (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c)
no-action or exemptive requests from the SEC, (d) fund name changes, (e) fund
adviser or sub-adviser changes; and/or (f) conditions or undertakings that
affect Hartford's rights or obligations hereunder. If the Fund fails to provide
Hartford with the required notice, the Fund will reimburse Hartford for all
reasonable expenses for facilitating the changes and for notifying Contract
owners.
3.3 The Fund will provide Hartford with copies of its proxy solicitations
applicable to the Series. Hartford will, consistent with applicable law, (a)
distribute proxy materials applicable to the Series to eligible Contract owners,
(b) solicit voting instructions from eligible Contract owners, (c) vote the
Series shares in accordance with instructions received from Contract owners; and
(d) vote Series shares for which no instructions have been received in the same
proportion as shares of the Series for which instructions have been received.
A. To the extent permitted by applicable law, Hartford reserves the
right to vote Series shares held in any Separate Account in its own
right.
B. Unregistered separate accounts subject to the Employee Retirement
Income Security Act of 1974 ("ERISA") will refrain from voting shares
for which no instructions are received if such shares are held
subject to the provisions of ERISA.
3.4 The Fund will comply with all provisions of the 1940 Act and the rules
thereunder requiring voting by shareholders.
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1 Hartford shall furnish, or shall cause to be furnished, to the Fund at
least fifteen (15) days prior to intended use, each piece of sales literature or
advertising prepared by Hartford in which the Fund, the Distributor, or any of
their affiliates is described. No sales literature or advertising will be used
if the Fund or the Distributor reasonably objects to its use within fifteen (15)
Business Days following receipt by the Fund.
4.2 Hartford will not, without the permission of the Fund, make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the
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advertising or sale of the Contracts, other than information or representations
contained in: (a) the registration statement or Series prospectus(es), (b)
Series' annual and semi annual reports to shareholders, (c) proxy statements for
the Series, or, (d) sales literature or other promotional material approved by
the Fund. Neither Hartford nor its affiliates shall make such representations or
statements in a context that causes the representations or statements to be
false or misleading.
4.3 The Fund shall furnish, or shall cause to be furnished, to Hartford prior
to use, each piece of sales literature or advertising prepared by the Fund in
which Hartford, the Contracts or Separate Accounts, are described. No sales
literature or advertising will be used if Hartford reasonably objects to its use
within fifteen (15) Business Days following receipt by Hartford.
4.4 Neither the Fund nor the Distributor will, without the permission of
Hartford, make any representations or statements on behalf of Hartford, the
Contracts, or the Separate Accounts or concerning Hartford, the Contracts or the
Separate Accounts, in connection with the advertising or sale of the Contracts,
other than the information or representations contained in: (a) the registration
statement or prospectus for the Contracts, (b) Separate Account reports to
shareholders, (c) in sales literature or other promotional material approved by
Hartford. Neither the Fund or the Distributor, nor any of their affiliates or
agents, shall make such representations or statements in a context that causes
the representations or statements to be false or misleading.
4.5 The Fund will provide to Hartford at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports to shareholders, proxy statements, solicitations for voting
instructions, and all amendments or supplements to any of the above that relate
to the Series or its shares promptly after the filing of each such document with
the SEC or other regulatory authority.
4.6 Hartford will provide to the Fund, upon the Fund's request, at least one
complete copy of all registration statements, prospectuses, statements of
additional information, reports, solicitations for voting instructions, and all
amendments that relate to the Contracts or supplements related to the Fund
promptly after the filing of such document with the SEC or other regulatory
authority.
ARTICLE V. DIVERSIFICATION
5.1 The Fund represents and warrants that, at all times, each Series will
comply with Section 817(h) of the Code and all regulations thereunder, including
without limitation Treasury Regulation Section 1.817-5, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
regulations. In the event a Series ceases to so qualify, the Fund or the
Distributor will notify Hartford promptly of such event and the Fund or an
affiliate will take all steps reasonably necessary to adequately diversify the
Series so as
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to achieve compliance within the grace period afforded by Treasury Regulation
Section 1.817-5.
ARTICLE VI. POTENTIAL CONFLICTS
6.1 The Board will monitor the Series for the existence of any material
irreconcilable conflict between the interests of the Contract owners of all
separate accounts investing in the Series. The Board shall promptly inform
Hartford if it determines that an irreconcilable material conflict exists and
the implications thereof.
6.2 Hartford will report any potential or existing material irreconcilable
conflict of which it knows of, or should have known of, to the Board. This
includes, but is not limited to, an obligation by Hartford to inform the Board
whenever Contract owner voting instructions are disregarded.
6.3 If it is determined by a majority of the Board, or a majority of its
independent Board members, that a material irreconcilable conflict exists due to
issues relating to the Contracts, Hartford will, at its expense and to the
extent reasonably practicable, take whatever steps it can which are necessary to
remedy or eliminate the irreconcilable material conflict, including, without
limitation, withdrawal of the affected Separate Account's investment in the
Series. No charge or penalty will be imposed as a result of such withdrawal.
6.4 Hartford, at the request of the Fund or Distributor will, at least
annually, submit to the Board such reports, materials or data as the Board may
reasonably request so that the Board may fully carry out the obligations imposed
upon them. All reports received by the Board of potential or existing conflicts,
and all Board action with regard to determining the existence of a conflict, and
determining whether any proposed action adequately remedies a conflict, shall be
properly recorded in the minutes of the Board or other appropriate records, and
such minutes or other records shall be made available to the SEC upon request.
ARTICLE VII. INDEMNIFICATION
7.1 Indemnification by Hartford
A. Hartford agrees to indemnify and hold harmless the Distributor, the
Fund, its affiliates and each of their directors, members,
principals, trustees or (if applicable), officers, employees and
agents and each person, if any, who controls the Fund within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" and individually, an "Indemnified Party" for purposes of
this Section 7.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of Hartford, which consent shall not be unreasonably
withheld) or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage, liability
or expense and reasonable legal counsel fees incurred in connection
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therewith) (collectively, "Losses"), to which the Indemnified Parties
may become subject under any statute or regulation, or at common law
or otherwise, insofar as such Losses are related to the sale or
acquisition of Series shares or the Contracts and:
1. Arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in a
disclosure document for the Contracts or in the Contracts
themselves or in sales literature generated or approved by
Hartford applicable to the Contracts or Separate Accounts (or
any amendment or supplement to any of the foregoing)
(collectively, "Company Documents" for the purposes of this
Article VII), or arise out of or are based upon the omission
or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, provided that this
indemnity shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission
was made in reliance upon and was accurately derived from
written information furnished to Hartford by or on behalf of
the Fund for use in Company Documents or otherwise for use in
connection with the sale of the Contracts or Series shares;
or
2. Arise out of or result from statements or representations
(other than statements or representations contained in and
accurately derived from the registration statement,
prospectus, statement of additional information or sales
literature of the Fund applicable to the Series (or any
amendment or supplement to any of the foregoing)
(collectively, "Fund Documents" for purposes of this Article
VII)) or wrongful conduct of Hartford or persons under its
control, with respect to the sale or acquisition of the
Contracts or Series shares; or
3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Fund
Documents or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon and
accurately derived from written information furnished to the
Fund by or on behalf of Hartford; or
4. Arise out of or result from any failure by Hartford to
provide the services or furnish the materials required under
the terms of this Agreement; or
5. Arise out of information or instructions from Hartford or its
agents concerning the purchase, redemption, transfer or other
transaction in Series shares; or
6. Arise out of or result from any material breach of any
representation and/or warranty made by Hartford in this
Agreement or arise out of or result from any other material
breach of this Agreement by Hartford.
B. Hartford shall not be liable under this indemnification provision
with respect to any Losses which are due to an Indemnified Party's
willful misfeasance, bad
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faith, or gross negligence in the performance of such Indemnified
Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations and duties under this Agreement or to the
Fund or the Distributor, whichever is applicable.
C. Hartford 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 Hartford 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 Hartford of any such claim shall not relieve
Hartford 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, Hartford shall be entitled to
participate, at its own expense, in the defense of such action.
Hartford also shall be entitled to assume the defense thereof, with
counsel reasonably satisfactory to the party named in the action.
After notice from Hartford to such party of Hartford's election to
assume the defense thereof, the Indemnified Party shall bear the fees
and expenses of any additional counsel retained by it, and Hartford
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.
D. The Indemnified Parties will promptly notify Hartford 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 Series shares or the Contracts or the operation of the Fund.
7.2 Indemnification by the Distributor
A. The Distributor agrees to indemnify and hold harmless Hartford and
each of its directors, officers, employees and agents and each
person, if any, who controls Hartford within the meaning of Section
15 of the 1933 Act (collectively, the "Indemnified Parties" and
individually, an "Indemnified Party" for purposes of this Section
7.2) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Distributor, which consent shall not be unreasonably withheld) or
expenses (including the reasonable costs of investigating or
defending any alleged loss, claim, damage, liability or expense and
reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Indemnified Parties may become
subject under any statute or regulation, or at common law or
otherwise, insofar as such Losses are related to the sale or
acquisition of the Series shares or the Contracts and:
1. Arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in
Fund Documents or arise out of or are based upon the omission
or alleged omission to state therein a material fact
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required to be stated therein or necessary to make the
statements therein not misleading, provided that this
indemnity shall not apply as to any Indemnified Party if
such statement or omission or such alleged statement or
omission was made in reliance upon and was accurately
derived from written information furnished to the Fund or
the Distributor by or on behalf of Hartford for use in Fund
Documents or otherwise for use in connection with the sale
of the Contracts or Series shares; or
2. Arise out of or result from statements or representations
(other than statements or representations contained in and
accurately derived from Company Documents) or wrongful
conduct of the Distributor or persons under its control, with
respect to the sale or distribution of the Contracts or
Series shares; or
3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company
Documents, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon and
accurately derived from written information furnished to
Hartford by or on behalf of the Distributor or the Fund; or
4. Arise out of or result from any failure by the Distributor to
provide the services or furnish the materials required under
the terms of this Agreement;
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Distributor in
this Agreement or arise out of or result from any other
breach of this Agreement by the Distributor; or
6. Arise out of a material error in the calculation or reporting
of net asset value per share, dividend or capital gain
information whether or not reported to Hartford.
B. The Distributor shall not be liable under this indemnification
provision with respect to any Losses which are due to an Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to Hartford or the Separate Account,
whichever is applicable.
C. The Distributor 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 Distributor 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 Distributor of any such
claim shall not relieve the Distributor 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
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the Indemnified Parties, the Distributor shall be entitled to
participate, at its own expense, in the defense thereof. The
Distributor also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice
from the Distributor to such party of its election to assume the
defense thereof, the Indemnified Party shall bear the expenses of any
additional counsel retained by it, and the Distributor 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.
D. The Indemnified Parties shall promptly notify the Distributor 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 a Separate Account.
7.3 Any party seeking indemnification (the "Potential Indemnitee") will
promptly notify any party from whom they intend to seek indemnification (each a
"Potential Indemnitor") of all demands made and/or actions commenced against the
Potential Indemnitee that may require a Potential Indemnitor to provide such
indemnification. At its option and expense, a Potential Indemnitor may retain
counsel and control any litigation for which it may be responsible to indemnify
a Potential Indemnitee under this Agreement.
7.4 Notwithstanding anything to the contrary in this Agreement, in the event of
(i) any error or delay with respect to information regarding the pricing,
purchase, redemption, transfer or registration of Series shares (including
transactions on an as-of-basis, which must be approved and authorized by the
Funds and/or the Distributor), or (ii) a determination by the Funds or their
designee that an order submitted by Hartford is not in compliance with a Fund's
policies and procedures as set forth in the Fund's prospectus and/or statement
of additional information, the parties agree that each is obligated to make the
other whole for any such error or delay, or determination, that it causes, or
that has been caused in connection with any transaction or trade it has
transmitted or submitted, subject in each case to the relevant Fund's policies
on materiality of pricing errors, if applicable. In addition, each party agrees
that neither will receive compensation from the other for the costs of
reprocessing necessary as a result of an error or delay, or determination, in an
amount exceeding $2,000 per reprocessing event (not including amounts to make
Contract owners/Funds whole); provided, however that no reprocessing costs will
be payable with respect to any error or delay identified within two (2) business
days following the applicable trade date. Each party agrees to provide the other
with prompt notice of any errors or delays, or determinations, of the type
referred to in this Section 7.5.
7.5 With respect to any claim, the parties each shall give the others
reasonable access during normal business hours to its books, records, and
employees and those books, records, and employees within its control pertaining
to such claim, and shall otherwise cooperate with one and other in the defense
of any claim. Regardless of
15
which party defends a particular claim, the defending party shall give the other
parties written notice of any significant development in the case as soon as
practicable, and such other parties, at all times, shall have the right to
intervene in the defense of the case.
7.6 If a party is defending a claim and indemnifying another party hereto, and:
(i) a settlement proposal is made by the claimant, or (ii) the defending party
desires to present a settlement proposal to the claimant, then the defending
party promptly shall notify the Indemnified Party of such settlement proposal
together with its counsel's recommendation. If the defending party desires to
enter into the settlement and the Indemnified Party fails to consent within
thirty (30) business days (unless such period is extended, in writing, by mutual
agreement of the parties hereto), then the Indemnified Party, from the time it
fails to consent forward, shall defend the claim and shall indemnify the
defending party for all costs associated with the claim which are in excess of
the proposed settlement amount.
Regardless of which party is defending the claim: (i) if a settlement requires
an admission of liability by the non-defending party or would require the
non-defending party to either take action (other than purely ministerial action)
or refrain from taking action (due to an injunction or otherwise) (a "Specific
Performance Settlement"), the defending party may agree to such settlement only
after obtaining the express, written consent of the non-defending party. If a
non-defending party fails to consent to a Specific Performance Settlement, the
consequences described in the last sentence of the first paragraph of this
Section 7.7 shall NOT apply.
7.7 The parties shall use good faith efforts to resolve any dispute concerning
this indemnification obligation. Should those efforts fail to resolve the
dispute, the ultimate resolution shall be determined in a DE NOVO proceeding,
separate and apart from the underlying matter complained of, before a court of
competent jurisdiction. Either party may initiate such proceedings with a court
of competent jurisdiction at any time following the termination of the efforts
by such parties to resolve the dispute (termination of such efforts shall be
deemed to have occurred thirty (30) days from the commencement of the same
unless such time period is extended by the written agreement of the parties).
The prevailing party in such a proceeding shall be entitled to recover
reasonable attorneys' fees, costs, and expenses.
7.8 The Fund agrees to notify Hartford immediately upon termination of the
Distributor.
ARTICLE VIII. APPLICABLE LAW
8.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of
Connecticut without giving
effect to the principles of conflicts of laws.
16
8.2 This Agreement, its terms and definitions, shall be subject to the
provisions of the 1933 Act, the Securities Exchange Act of 1934, and the 1940
Act, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant.
ARTICLE IX. TERMINATION
9.1 This Agreement shall continue in full force and effect until the first to
occur of:
A. Termination by any party for any reason upon six-months advance
written notice delivered to the other parties; or
B. Termination by Hartford by written notice to the Fund or the
Distributor with respect to any Series in the event any of the
Series' shares are not registered, issued or sold in accordance with
applicable state and/or federal law, or such law precludes the use of
such shares as the underlying investment medium of the Contracts
issued or to be issued by Hartford; or
C. Termination by Hartford upon written notice to the Fund with respect
to any Series in the event that such Series ceases to qualify as a
"regulated investment company" under Subchapter M of the Code or
under any successor or similar provision; or
D. Termination by Hartford upon written notice to the Fund and the
Distributor with respect to any Series in the event that such Fund
fails to meet the diversification requirements specified in Section
5.1 of this Agreement; or
E. Termination upon mutual written agreement of the parties to this
Agreement; or
F. Termination pursuant to Section 11.9, below.
G. Termination by the Fund or the Distributor by written notice to
Hartford in the event any Contracts or Separate Accounts are not
registered, issued or sold in accordance with applicable state and/or
federal law.
H. Termination by the Fund or the Distributor upon written notice to
Hartford in the event that any Contracts cease to qualify as annuity
contracts or life insurance contracts, as applicable, under the Code
or if the Fund reasonably believes that the Contracts may fail to so
qualify.
J. Termination by the parties in the event this agreement is assigned
without prior written consent of the other.
17
9.2 Effect of Termination.
A. Notwithstanding any termination of this Agreement, the Fund shall, at
the option of Hartford, continue to make available additional shares
of the Series pursuant to the terms and conditions of this Agreement,
for all Contracts in effect on the effective date of termination of
this Agreement (the "Existing Contracts") unless such further sale of
Series shares is proscribed by law, regulation or applicable
regulatory body. Specifically, without limitation, the owners of the
Existing Contracts will be permitted to direct allocation and
reallocation of investments in Series shares, redeem investments in
Series shares and invest in Series shares through additional purchase
payments.
B. Hartford agrees not to redeem Series shares attributable to the
Contracts except (i) as necessary to implement Contract owner
initiated or approved transactions, or (ii) as required by state
and/or federal laws or regulations or judicial or other legal
precedent of general application or (iii) as permitted by an order of
the SEC. Upon request, Hartford will promptly furnish to the Fund the
opinion of counsel for Hartford to the effect that any redemption
pursuant to clause (ii) above is a legally required redemption.
C. In addition to the foregoing, Article VII Indemnification shall
survive any termination of this Agreement.
ARTICLE X. NOTICES
10.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
Lord Xxxxxx Family of Funds
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: General Counsel
If to the Distributor:
Lord Xxxxxx Distributor LLC
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: General Counsel
If to Hartford: With a copy to:
Hartford Life Insurance Co. Hartford Life Insurance Co.
000 Xxxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx, President Attn: Xxxx Xxxxxxx, Deputy General
Counsel
18
ARTICLE XL. MISCELLANEOUS
11.1 Each party will treat as confidential any and all "Nonpublic Personal
Financial Information" and all information reasonably expected to be treated as
confidential (collectively, "Confidential Information") and not release any
Confidential Information unless (a) the other party provides written consent to
do so; (b) a party is compelled to do so by court order, subpoena or comparable
request issued by any governmental agency, regulator or other competent
authority; or (c) permitted by applicable law. Each party shall safeguard
Confidential Information as required by applicable law and provide reasonable
confirmation upon request. As used above, (i) "Nonpublic Personal Financial
Information" shall refer to personally identifiable financial information about
any prospective or then existing customer of Hartford including customer lists,
names, addresses, account numbers and any other data provided by customers to
the Hartford in connection with the purchase or maintenance of a product or
service that is not Publicly Available; and (ii) "Publicly Available" shall mean
any information that the disclosing party has a reasonable basis to believe is
lawfully made available to the general public from federal, state, or local
government records, widely distributed media, or disclosures made to the general
public that are required by federal, state, or local law.
11.2 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.
11.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
11.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
11.5 Each party shall cooperate with each other party and all appropriate
governmental authorities (including, without limitation, the SEC, the NASD and
state insurance regulators) and shall permit such authorities (and other
parties) reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
19
11.6 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.
11.7 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.
11.8 Hartford may hire or make arrangements for subcontractors, agents or
affiliates to perform the services set forth in this Agreement. Hartford shall
provide the Fund or the Distributor with written notice of the names of any
subcontractors, agents or affiliates Hartford hires or arranges to perform such
services, and any specific operational requirements that arise as a result of
such arrangement. Hartford agrees that it is and will be responsible for the
acts and omissions of its subcontractors, affiliates, and agents and that the
indemnification provided by Hartford in this Agreement shall be deemed to cover
the acts and omissions of such subcontractors, affiliates, and agents to the
same extent as if they were the acts or omissions of the Hartford.
11.9 AMENDMENT, WAIVER AND OTHER MATTERS. Neither this Agreement, nor any
provision hereof, may be amended, waived, modified or terminated in any manner
except by a written instrument properly authorized and executed by all parties
hereto. 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. The waiver of, or failure to exercise, any right provided for in
this Agreement shall not be deemed a waiver of any further or future right under
this Agreement.
11.10 This Agreement constitutes the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof.
20
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in as name and on its behalf by its duly authorized representative as of the
date specified above.
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
On its behalf and each Separate Account named in Schedule A, as may be amended
from time to time in writing
By: [ILLEGIBLE]
-----------------------------------------------
Its Vice President
LORD XXXXXX SERIES FUND, INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------
Vice President and Secretary
LORD XXXXXX DISTRIBUTOR LLC,
by Lord, Xxxxxx & Co. LLC, its Managing Member
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------
Member and General Counsel
21
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT AND DATE ESTABLISHED
Hartford Life Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account Three
22
SCHEDULE B
PARTICIPATING SERIES
Class VC shares of the All Value Portfolio of the Lord Xxxxxx Series Fund, Inc.
Class VC shares of the America's Value Portfolio of the Lord Xxxxxx Series Fund,
Inc.
Class VC shares of the Bond-Debenture Portfolio of the Lord Xxxxxx Series Fund,
Inc.
Class VC shares of the Growth and Income Portfolio of the Lord Xxxxxx Series
Fund, Inc.
Class VC shares of the Large-Cap Core Portfolio of the Lord Xxxxxx Series Fund,
Inc.
23
SCHEDULE C
ALLOCATION OF EXPENSES
PAID BY HARTFORD PAID BY THE FUND
-----------------------------------------------------------------------------------------------------------------
Preparing and filing the Separate Account's Preparing and filing the Fund's registration
registration statement statement
Text composition for Separate Account prospectus and Text composition for Series prospectuses and
supplements supplements
Text alterations of Separate Account prospectus and Text alterations of Series prospectuses and
supplements supplements
Printing Separate Account prospectuses and Printing Series prospectus and supplements for use
supplements for use with prospective Contract with existing Contract owners; or if requested by
owners; Hartford, providing camera-ready film, computer
Printing Series prospectuses and supplements for use diskettes or typeset electronic document files of
with prospective Contract owners such documents and printing such documents for use
with existing Contract owners (1)
Text composition and printing of Separate Account Text composition and printing of Fund statement of
statement of additional information additional information (1)
Mailing and distributing Separate Account Mailing and distributing Series prospectuses,
prospectuses, supplements and statement of supplements and statement of additional information
additional information to existing Contract owners to existing Contract owners (1)
as required by applicable law; Printing, mailing and distributing Series and
Mailing and distributing Separate Account Separate Account supplements and other
prospectuses and supplements to prospective Contract communications related to fund substitutions, fund
owners; closings, fund mergers and other similar fund
Mailing and distributing Series prospectuses and transactions
supplements to prospective Contract owners
Text composition of any annual and semi-annual Text composition of annual and semi-annual reports
reports of the Separate Account, printing, mailing, of the Series; printing, mailing, and distributing
and distributing any annual and semi-annual reports annual and semi-annual reports of the Series to
of the Separate Account existing Contract owners (1)
Text composition, printing, mailing, distributing, Text composition, printing, mailing, distributing,
and tabulation of proxy statements and voting and tabulation of proxy statements and voting
instruction solicitation materials to Contract instruction solicitation materials to Contract
owners with respect to proxies sponsored by the owners with respect to proxies sponsored by the
Separate Accounts Series or the Fund
------------
(1) Hartford may choose to print the Series' prospectus(es), statement of
additional information, and its semi annual and annual reports, or any of
such documents (collectively "Documents"), in combination with such
documents of other fund companies. In this case, the Fund's share of the
total expense for printing and delivery of the combined materials shall be
determined pro-rata based upon the page count of the Documents as compared
to the total page count for the combined materials containing all other
funds offered under the Contracts; provided, however, that the Fund's share
of the total expenses shall not exceed an amount equal to the product of x
and y where x is the number of combined materials distributed to Contract
owners and y is the Fund's per unit cost of printing the relevant
Documents.
24
SCHEDULE D
FORMAT FOR NAV AND DIVIDEND INFORMATION
Please provide the following information when sending the nightly NAV and
Dividend Distribution Date Fax/Email:
Mutual Fund Company Name
Pricing Company Name
Fund Name (no abbreviations)
Fund Number
Ticker and/or Cusip Number
NAV
NAV Change from Prior Day
25
AMENDMENT NO. 1
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated May 2, 2005 by and among
HARTFORD LIFE INSURANCE COMPANY and HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(collectively, "Hartford"), a
Connecticut corporation, on its behalf and on
behalf of each separate account set forth on Schedule A of the Agreement as it
may be amended from time to time (the "Separate Accounts"), LORD XXXXXX SERIES
FUND, INC. (the "Fund"), and LORD XXXXXX DISTRIBUTOR LLC (the "Distributor") is
hereby amended as follows:
SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH
THE ATTACHED SCHEDULE A:
1
SCHEDULE A
SEPARATE ACCOUNTS
Hartford Life Insurance Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account XX X
Xxxxxxxx Life Insurance Company Separate Account XX XX
Hartford Life and Annuity Insurance Company Separate Account XX X
Xxxxxxxx Life and Annuity Insurance Company Separate Account XX XX
2
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
EFFECTIVE: OCTOBER 3, 2005
IN WITNESS WHEREOF, the undersigned have hereunto set their respective hands and
seals as of the date first above written.
HARTFORD LIFE INSURANCE COMPANY,
ON BEHALF OF ITSELF AND ITS ACCOUNTS
By: /s/ Xxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxx Xxxxx
Title Executive Vice President & Director
of Indiv. Life Division
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
ON BEHALF OF ITSELF AND ITS ACCOUNTS
By: /s/ Xxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxx Xxxxx
Title Executive Vice President & Director
of Indiv. Life Division
LORD XXXXXX SERIES FUND, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President and Secretary
LORD XXXXXX DISTRIBUTOR LLC
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Member and General Counsel
3
AMENDMENT NO. 2 TO
FUND PARTICIPATION AGREEMENT
Among
HARTFORD LIFE INSURANCE COMPANY,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
LORD XXXXXX SERIES FUND, INC.,
and
LORD XXXXXX DISTRIBUTOR LLC
This Amendment, effective May 1, 2008, by and among Hartford Life and Annuity
Insurance Company (collectively "Hartford"), Lord Xxxxxx Series Fund, Inc. (the
"Fund"), a Maryland Corporation, on its behalf and on behalf of each separate
investment series thereof, whether existing as of the date above or established
subsequent thereto, and Lord Xxxxxx Distributor LLC (the "Distributor"), amends
that certain
Fund Participation Agreement (the "Agreement") dated May 2, 2005 by
the foregoing parties as follows:
WHEREAS, Hartford has established one or more separate accounts to offer
Contracts for which the Fund may serve as one of the underlying funding
vehicles; and
WHEREAS, in connection with their investment in a Contract, Hartford may offer
Contract owners the option to select static or dynamic asset allocation models
containing one or more Series in connection with their Contracts (the "Models");
and
WHEREAS, to facilitate the selection and implementation of the Models the
parties seek to memorialize their understanding that the Fund will not enforce
its market timing policies under the limited circumstances described below; and
WHEREAS, the parties wish to delete Schedule A in its entirety and replace it
with the revised Schedule A attached hereto; and
WHEREAS, unless otherwise defined herein, terms used in this Amendment shall
have the meaning provided in the Agreement.
1. Section 1.9 of the Agreement is amended to add the following subsection E:
E. Notwithstanding anything to the contrary in the Agreement or any
Rule 22c-2 Shareholder Information Agreement entered into by the
parties, the Fund agrees that it will not enforce its market timing
or frequent trading policies at the time a Contract owner transfers
assets into a Model or transfers assets out of a Model. The Fund's
agreement not to enforce its market timing or frequent trading
policies applies only to the limited circumstances described
herein. The Fund reserves the right to revoke this waiver of its
market timing or late trading polices upon 30 days written notice
to Hartford to the extent the Fund reasonably believes that one or
more Contract owners have transferred assets into and out of a
Model in a manner that reasonably appears to evidence an intent to
engage in otherwise prohibited market timing or frequent trading
activities.
2. Schedule A of the Agreement is deleted in its entirety and replaced with the
Schedule A attached hereto.
1
3. In all other respects, the terms of the Agreement remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified above.
THE HARTFORD LIFE INSURANCE COMPANY LORD XXXXXX SERIES FUND, INC
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------- -----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx
Its: [Title] Senior Vice President Its: [Title] Vice President
Date: 5/2/08 Date: 5/6/08
THE HARTFORD LIFE AND ANNUITY INSURANCE COMPANY LORD XXXXXX DISTRIBUTOR LLC
By its authorized officer, By: Lord, Xxxxxx & Co. LLC, its Managing Member
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------- -----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx
Its: [Title] Senior Vice President Its: [Title] Member
Date: 5/2/08 Date: 5/6/08
2
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT
Hartford Life Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account Seven
Hartford Life and Annuity Insurance Company Separate Account Seven
Hartford Life Insurance Company Separate Account XX X
Xxxxxxxx Life and Annuity Insurance Company Separate Account VLI
Hartford Life Insurance Company Separate Account XX XX
Hartford Life and Annuity Insurance Company Separate Account XX XX
3
AMENDMENT NO. 3
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated May 2, 2005 by and among
HARTFORD LIFE INSURANCE COMPANY and HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(collectively, "Hartford"), a
Connecticut corporation, on its behalf and on
behalf of each separate account set forth on Schedule A of the Agreement as it
may be amended from time to time (the "Separate Accounts"), LORD XXXXXX SERIES
FUND, INC. (the "Fund"), and LORD XXXXXX DISTRIBUTOR LLC (the "Distributor") is
hereby amended as follows:
1. Schedule B to the Agreement is hereby deleted in its entirety and replaced
with the attached Schedule B.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
This Amendment may be executed simultaneously in two or more counterparts, each
of which taken together shall constitute one and the same instrument.
Effective date: May 2, 2011
In witness whereof, the parties hereto have caused this Amendment to be entered
into as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY, ON
BEHALF OF ITSELF AND ITS ACCOUNTS
By: /s/ Xxxxxx X Xxxxxxx
----------------------------------------
Name: Xxxxxx X Xxxxxxx
Title: Vice President Product & Marketing
HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY, ON BEHALF OF ITSELF AND ITS ACCOUNTS
By: /s/ Xxxxxx X Xxxxxxx
----------------------------------------
Name: Xxxxxx X Xxxxxxx
Title: Vice President Product & Marketing
1
LORD XXXXXX SERIES FUND, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxxx X. Xxxxxx
Vice President and Secretary
LORD XXXXXX DISTRIBUTOR LLC
By: Lord Xxxxxx & Co. LLC, its Managing Member
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxxx X. Xxxxxx
Member
2
SCHEDULE B
PARTICIPATING SERIES
Schedule B shall be deemed to be automatically amended based on the list of
underlying funds (or series) shown in the Participation Agreement and the
mutually acceptable classes of shares thereof, if any, as reflected in Separate
Account registration statements for Hartford, and as filed with the Securities
and Exchange Commission from time to time.
PARTICIPATING SERIES
Class VC shares of the Fundamental Equity Portfolio of the Lord Xxxxxx Series
Fund, Inc.
Class VC shares of the Capital Structure Portfolio of the Lord Xxxxxx Series
Fund, Inc.
Class VC shares of the Bond-Debenture Portfolio of the Lord Xxxxxx Series Fund,
Inc.
Class VC Shares of the Growth and Income Portfolio of the Lord Xxxxxx Series
Fund, Inc.
Class VC shares of the Classic Stock Portfolio of the Lord Xxxxxx Series Fund,
Inc.
3
