FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is effective as of this 2nd day of May, 2011 by and among
Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company,
each a Connecticut corporation (collectively, the "Company"), acting herein for
and on behalf of the Company and on behalf of each separate account set forth on
attached SCHEDULE A, as the same may be amended from time to time (the "Separate
Accounts"); American Century Investment Services, Inc., (the "Distributor"); and
American Century Services, LLC, (the "Transfer Agent" and collectively with
Distributor, "American Century").
WITNESSETH:
WHEREAS, the Distributor serves as the distributor and Transfer Agent serves as
transfer agent for American Century Variable Portfolios, Inc. (the "Issuer"), an
open-end management investment company registered under the investment Company
Act of 1940 that 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 Financial Industry Regulatory Authority ("FINRA") and serves as principal
underwriter of the shares of the Trust; and
WHEREAS, the Distributor intends to make available shares of the series of the
Issuer and any applicable class thereof as set forth in Separate Account
registration statements for the Company, as filed with the Securities and
Exchange Commission from time to time (the "Series"); and
WHEREAS, the Company is an insurance company which 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, as amended (the
"1933 Act") and the Investment Company Act of 1940, as amended (the "1940 Act"),
unless exempt from such registration, to be issued by the Company for
distribution (the "Contracts").
NOW, THEREFORE, in consideration of their mutual promises, the parties hereby
agree as follows:
ARTICLE I
SERIES SHARES
1.1 The Distributor agrees to make shares of the Series available for purchase
by the Company on behalf of the Separate Accounts on each Business Day (as
hereafter defined). Transfer Agent will execute orders placed for each Separate
Account on a daily basis at the net asset value of each Series next computed
after receipt by the Trust, or its designee, of such order prior to the price
time for each Fund as set forth in its then current prospectus ("Prospectus"),
generally the close of regular trading on the New York Stock Exchange on any
given Business Day and transmitted to the Transfer Agent as set forth below, or
to the extent appropriate, as provided in Schedule C attached hereto and made a
part hereof.
A. For purposes of this Agreement, the Company shall be the designee of
the Issuer and Distributor for receipt of orders from each Separate
Account and receipt by Company constitutes receipt by the Issuer,
provided that the Transfer Agent 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 and for so long as the New York Stock Exchange is open for
trading and on which the Trust calculates the net asset value of each
Series pursuant to the rules of the Securities and Exchange
Commission ("SEC") or as set forth in the Series' prospectus.
1.2 The parties recognize that the Board of Directors of the Issuer (the
"Board"), acting in good faith and in the exercise of its fiduciary
responsibilities, may refuse to permit the Issuer 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 Distributor agrees, on behalf of the Issuer, that shares of the Issuer
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 Issuer or any of its Series will be sold to the general public.
1.4 The Distributor agrees, on behalf of the Issuer, to redeem for cash, at the
Company'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 Issuer or its designee of the request for redemption.
A. For the purposes of this Agreement, the Distributor appoints Company
as the designee of the Issuer for receipt of redemption requests from
each Separate Account and receipt by the Company constitutes receipt
by the Issuer, provided that the Transfer Agent 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, the Company agrees that purchases and
redemptions of Series shares offered by the Prospectus of the Series shall be
made in accordance with the provisions of the prospectus.
A. The Company 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 class of a Series to be purchased or
redeemed.
B. In the event of net purchases, the Company will pay for 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, American Century shall cause the
Issuer 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 the Company or any Separate Account.
Shares purchased will be recorded in an appropriate title for each Separate
Account or the appropriate sub-account of each Separate Account. The Trust shall
furnish to the Company the CUSIP number assigned to each Series as may be
amended from time to time.
1.7 The Distributor shall notify the Company in advance of any dividends or
capital gain distributions payable on the Series' shares, but by no later than
same day notice by 6:30 p.m. Eastern time on the declaration date (by wire or
telephone, followed by written confirmation). The Company elects to reinvest all
such dividends and capital gain distributions in additional shares of that
Series. The Distributor shall notify the Company of the number of shares Issued
as payment of dividends and distributions. The Company 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 the Company, the net
asset value per share of each Series to the Company on a daily basis as soon as
reasonably practical after the net asset value per share is calculated. The
Distributor shall use its best efforts to make such net asset value per share
available by 6:30 p.m. Eastern time. Information specified in this Section and
Section 1.7 will be substantially in the form as set forth in Schedule C
attached hereto.
A. If the Distributor provides materially incorrect share net asset
value information through
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no fault of the Company, the Separate Accounts shall be entitled to an
adjustment with respect to the Series shares purchased or redeemed to
reflect the correct net asset value per share.
B. Any material error in the calculation or reporting of net asset value
per share, dividend or capital gain information shall be reported
promptly to the Company upon discovery. The Distributor shall
indemnify and hold harmless the Company against any amount the
Company 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 issuer's or its agents'
material miscalculation and/or incorrect reporting of the daily net
asset value, dividend rate or capital gains distribution rate. The
Distributor shall reimburse the Company for any and all out of pocket
costs and expenses that result from the Distributor providing a
materially incorrect share net asset value. The Company shall submit
an invoice to the Distributor 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 Issuer or
its agents result in a gain to the Company, subject to the
immediately following sentence, the Company shall immediately
reimburse the Issuer, the applicable Series or its agents for any
material losses incurred by the Issuer, the applicable Series or its
agents as a result of the incorrect calculation. Should a material
miscalculation by the Issuer or its agents result in a gain to
Contract owners, the Company will consult with the Distributor or its
designee as to what reasonable efforts shall be made to recover the
money and repay the Issuer, the applicable Series or its agents. The
Company shall then make such reasonable effort, at the expense of the
Distributor or its agents, to recover the money and repay the Issuer,
the applicable Series or its agents; provided, however, the Company
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 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 the Company.
1.9 The Company agrees to use its best efforts to provide information to the
Distributor solely for the purpose of facilitating its compliance with Rule
22c-2 in accordance with that certain Rule 22c-2 Shareholder Information
Agreement between the Company and the Distributor, a copy of which agreement is
attached hereto as Schedule D and made a part hereof. Nothing herein, nor any
action by the Company, shall be construed as, or infer that the Company has
undertaken any duty or obligation, whether express or implied, at law or in
equity, to detect abusive trading activities pursuant to the Fund Policies.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 The Company 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. The Company is duly organized and in good standing under applicable
law.
D. The Company has legally and validly established each Separate Account
prior to any issuance or sale as a segregated asset account under the
Connecticut Insurance Code and has registered or, prior to any
issuance or sale of the Contracts, will register and will maintain
the registration of each Separate Account as a unit investment trust
in accordance with the 1940 Act, unless exempt from such
registration.
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E. The Contracts provide for the allocation of amounts received by the
Company to a Separate Account for investment in the shares of one or
more specified investment companies selected among those companies
available through the Separate Account to act as underlying investment
media. Selection of a particular investment company is made by the
Contract owner under a particular Contract, who may change such
selection from time to time in accordance with the terms of the
applicable Contract.
2.2 The Distributor and Transfer Agent, on behalf of the Issuer, 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.
D. The Issuer is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required.
E. The Issuer 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.
F. The Issuer 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 Issuer will make every effort to
maintain such qualification and the Distributor will notify the
Company immediately in writing upon having a reasonable basis for
believing that the Issuer has ceased to qualify or that the Issuer
might not qualify in the future.
G. The Issuer is duly organized and validly existing under the laws of
the state of its organization.
H. The Issuer does and will comply in all material respects with the
1940 Act.
I. The Issuer 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
Issuer or its Series to be sold to and held by variable insurance
product separate accounts of both affiliated and unaffiliated life
insurance companies.
J. The Distributor shall remain duly registered under all applicable
federal, state laws and regulations and that it will perform its
obligations for the Issuer and the Company in material compliance
with all applicable laws and regulations.
K. The Distributor has, and during the term of the Agreement shall
maintain, the full and unfettered right, power and authority to
effect all actions described herein, including, without limitation,
any and all express or implied, direct or indirect, matters in any
way related thereto, for and on behalf of the Issuer. Provided
further, the Company and persons and all parties related thereto may
rely on such representation without further inquiry and have
undertaken all actions herein in reliance upon the same.
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ARTICLE III
PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING
3.1 The Distributor shall provide the Company 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 the
Company may reasonably request. If requested by the Company in lieu of the
foregoing printed documents, the Distributor shall provide such documents in the
form of camera-ready film, computer diskettes or typeset electronic document
files, all as the Company may reasonably request, and such other assistance as
is reasonably necessary in order for the Company to have any of the
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, and may be printed in
combination with such documents of other fund companies' and/or such documents
for the Contracts. At the discretion of the Company, the Company may distribute
summary prospectuses or statutory prospectuses for a Series. Expenses associated
with providing, printing, processing and distributing such documents shall be
allocated in accordance with Schedule B attached hereto and made a part hereof.
The Distributor agrees to use best efforts to resolve any billing discrepancy
detected by the Company and remit any corrective payment promptly upon demand.
3.2 The Distributor or its designee will provide the Company with advance
written notice of any change for a Series, including but not limited to the
following based on the notice periods stated below (a) fund objective changes(60
days notice), (b) anticipated fund mergers, substitutions or liquidations (90
days notice), (c) no-action or exemptive requests from the SEC (60 days notice),
(d) fund name changes (60 days notice), (e) fund adviser or sub-adviser changes
(60 days notice); and/or (f) conditions or undertakings that affect the
Company's rights or obligations hereunder (60 days notice). If the Distributor
fails to provide the Company with the required notice, the Distributor will
reimburse the Company for all reasonable expenses for facilitating the changes
and for notifying Contract owners. Notwithstanding anything to the contrary, the
Distributor will provide all registration statement supplements to the Company
in hand as soon as reasonably possible following the filing of such document
with the Securities and Exchange Commission; time being of the essence. The
Distributor will provide the Company with updated shareholder reports no later
than 45 days after the end of the reporting period. The Company reserves the
right, in its sole discretion, to combine the delivery of Trust supplements to
coordinate with other Company variable product supplements and to levy a
surcharge for its administrative costs and expenses incurred in connection with
circulating supplements that do not coincide with scheduled variable product
prospectus updates.
3.3 The Distributor will provide the Company with copies of its proxy
solicitations applicable to the Series. The Company will, to the extent required
by 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) if required by law, 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, the Company 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 Trust 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 The Company shall furnish, or shall cause to be furnished, to the
Distributor prior to use, each piece of sales literature or advertising prepared
by the Company in which the Issuer, its investment
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adviser or the Distributor is described. No sales literature or advertising will
be used if the Distributor reasonably objects to its use within ten (10)
Business Days following receipt by the Trust. Any failure to respond within such
period shall be deemed to be acquiescence to such usage.
4.2 The Company will not, without the permission of the Distributor, make any
representations or statements on behalf of the Distributor or concerning the
Issuer or its investment adviser in connection with the 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 Distributor.
4.3 The Distributor shall furnish, or shall cause to be furnished, to the
Company prior to use, each piece of sales literature or advertising prepared by
the Distributor in which the Company, the Contracts or Separate Accounts, are
described. No sales literature or advertising will be used if the Company
reasonably objects to its use within ten (10) Business Days following receipt by
the Company. Any failure to respond within such period shall be deemed to be
acquiescence to such usage.
4.4 Neither American Century nor the Issuer or its investment adviser will,
without the permission of the Company, make any representations or statements on
behalf of the Company, the Contracts, or the Separate Accounts or concerning the
Company, 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 the Company.
4.5. The Distributor will provide to the Company at least one complete copy of
all registration statements, prospectuses, statements of additional information,
reports to shareholders, proxy statements, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions and requests for no-action letters, and all amendments, that relate
to the Series or its shares.
4.6 The Company will provide to the Distributor, upon the Distributor's
request, at least one complete copy of all registration statements,
prospectuses, statements of additional information, reports, solicitations for
voting instructions, sales literature and other promotional materials,
applications for exemptions, and requests for no action letters, and all
amendments, that relate to the Contracts.
4.7 The Company is hereby granted, during the term of this Agreement, a
royalty-free, worldwide license to use, print, broadcast and otherwise display
in any print or electronic medium the Issuer's and American Century's service
marks, trade names and logos in sales literature or other promotional material.
For the purposes of this Agreement, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in a newspaper, magazine, or other
periodical, radio, television, telephone, Internet, or tape recording, videotape
display, signs, video streams, computerized media, websites or other public
media), sales literature or other promotional material (i.e., any written
communication distributed or made generally available to key firms, customers or
the public, including brochures, circulars, pitch books, information provided on
a website, research reports, market letters, form letters, seminar texts,
reprints or excerpts of any other advertisement, sale literature or other
promotional material), educational or training materials or other communications
distributed or made generally available to some or all agents, wholesalers or
employees.
ARTICLE V
DIVERSIFICATION
5.1 The Distributor, on behalf of the Issuer, represents and warrants that, at
all times, each Series will comply with Section 817(h) of the Code and all
regulations thereunder, relating to the diversification
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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 Distributor will notify the Company
immediately of such event and will cause the Issuer or its investment adviser to
take all steps necessary to adequately diversify the Series so as 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 the
Company if it determines that an irreconcilable material conflict exists and the
implications thereof.
6.2 The Company will report any potential or existing material irreconcilable
conflict of which it is actually aware to the Board. This includes, but is not
limited to, an obligation by the Company 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 Directors, that a material irreconcilable conflict exists due to
issues relating to the Contracts, the Company 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 The Company, at the request of the 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 the Company
A. The Company agrees to indemnify and hold harmless American Century,
the Issuer and each of their directors, Trustees or (if applicable),
officers, employees and agents and each person, if any, who controls
the Trust within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" and individually, 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 the Company, 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 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 the Company 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
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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
Company by or on behalf of the Issuer for use in Company
Documents or otherwise for use in connection with the sale of the
Contracts or Series shares;
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 Issuer
applicable to the Series (or any amendment or supplement to any of
the foregoing) (collectively, "Issuer Documents" for purposes of
this Article VII)) or wrongful conduct of the Company 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 Issuer 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 American Century by or on behalf of the Company;
or
4. Arise out of or result from any failure by the Company to provide
the services or furnish the materials required under the terms of
this Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Company.
B. The Company 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 the Issuer or American Century, whichever
is applicable.
C. 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 the defense thereof, with
counsel reasonably 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.
D. The Indemnified Parties will promptly notify the Company 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 Issuer.
7.2 Indemnification by American Century
A. American Century agrees to indemnify and hold harmless the Company
and each of its directors, officers, employees and agents and each
person, if any, who controls the Company within the
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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
American Century, 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 Trust Documents
or arise out of or are based upon 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, 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 Issuer or American Century by or on
behalf of the Company for use in Issuer 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 American
Century 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 the Company by or on behalf of the American Century
or the Issuer; or
4. Arise out of or result from any failure by American Century to
provide the services or furnish the materials required under the
terms of this Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by American Century in this
Agreement or arise out of or result from any other material breach
of this Agreement by American Century; or
6. Arise out of or result from any failure of American Century to
possess and maintain the requisite corporate authority to bind the
Issuer to the applicable terms, undertakings and commitments
described herein or which are in any way related thereto.
B. American Century 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 the Company or the Separate Account,
whichever is applicable.
C. American Century 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 American Century 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 American Century of any such
claim shall not relieve American Century 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, American
Century shall be entitled to participate, at its own expense, in the
defense thereof. American Century also
9
shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from
American Century 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 American Century 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 American Century 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 which 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 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 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.
7.5 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 7.5 shall NOT apply.
7.6 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.
10
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.
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 the Company by written notice to American Century 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 the Company; or
C. Termination by the Company upon written notice to American Century
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 the Company upon written notice to American Century
with respect to any Series in the event that such Trust fails to meet
the diversification requirements specified in Section 5.1 of this
Agreement; or
E. Termination by American Century in connection with the Board's
determination to cease issuing shares pursuant to Article I, Section
1.2 above; provided that the Company is provided with ninety (90)
days prior written notice thereof; or
F. Termination upon mutual written agreement of the parties to this
Agreement.
9.2 Effect of Termination.
A. Notwithstanding any termination of this Agreement, the Distributor
shall, at the option of the Company, 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 the Series, redeem
investments in the Series and invest in the Series through additional
purchase payments. The foregoing notwithstanding, the Company agrees,
promptly after any termination of this Agreement, to take all
reasonable steps necessary to redeem the investment of the Series
shares attributable to the Contracts within two years from the date
of termination of the Agreement as provided in this Article IX. Such
steps shall include, but not be limited to, using reasonable efforts
to seek an order pursuant to Section 26(c) of the 1940 Act to permit
the substitution of other securities for the Series shares
attributable to the Contracts.
B. The Company 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, the Company will promptly furnish to the Trust
the opinion of counsel for the Company to the effect that any
redemption pursuant to clause (ii) above is a legally required
redemption.
11
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 American Century:
American Century Investment Services, Inc.
American Century Services, LLC
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: General Counsel
If to the Company: 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 Xxxxx, Executive Vice Attn: General Counsel
President
ARTICLE XI
MISCELLANEOUS
11.1 Each party will treat as confidential any and all "Nonpublic Personal
Financial Information," Shareholder 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 the Company
including customer lists, names, addresses, account numbers and any other data
provided by customers to the Company 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. The Trust and its affiliates agree that it and they shall not use the
information received pursuant to this Agreement, including any Confidential
Information, for marketing or solicitation purposes.
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.
12
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, FINRA 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.
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 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.
11.9 The Company shall be excused from performance under this Agreement and
shall have no liability to any other party hereof or any third person for any
period that it is prevented, hindered or unable to perform any of our
obligations, in whole or in part, as a result of acts of God, strikes, terrorist
activities, power outages (including so-called xxxxx outs), material changes in
circumstances or laws, regulations or interpretations of the same affecting any
of our obligations hereunder, or other causes beyond its reasonable control; and
such non-performance shall not be a default under this Agreement.
11.10 The parties mutually acknowledge that this Agreement represents the
collective drafting efforts of each party and therefore any ambiguity shall not
be interpreted against the interests of any party.
[Remainder of page intentionally left blank]
13
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
25th day of April, 2011.
HARTFORD LIFE INSURANCE COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
On its behalf and each Separate Account On its behalf and each Separate Account named in Schedule A
named in Schedule A
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------- -----------------------------------
Its Xxxxxx X. Xxxxxxx Its Xxxxxx X. Xxxxxxx
Vice President Vice President
AMERICAN CENTURY SERVICES, LLC AMERICAN CENTURY INVESTMENT SERVICES, LLC
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------------------- -----------------------------------
Its Xxxxx X. Xxxx Its Xxxxx X. Xxxxxxx,
Vice President Vice President
14
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT
Hartford Life Insurance Company Separate Account 7
Hartford Life and Annuity Insurance Company Separate Account 7
NAME OF CONTRACT FUNDED BY SEPARATE ACCOUNT
HARTFORD'S PERSONAL RETIREMENT MANAGER (HL & HLA) (ALL SERIES) FUNDS
--------------------------------------------------------------------------------------------------------------------
American Century VP Mid Cap Value Fund Class II
American Century VP Growth Fund Class II
American Century VP Value Fund Class II
THIS SCHEDULE A shall be deemed to be automatically amended based on the list of
underlying Funds (or series) of the Trust and the mutually acceptable classes of
shares thereof, if any, as reflected in Separate Account registration statements
for the Company as filed with the Securities and Exchange Commission from time
to time.
15
SCHEDULE B
ALLOCATION OF EXPENSES
PAID BY THE COMPANY PAID BY THE TRUST
-----------------------------------------------------------------------------------------------------------------
Preparing and filing the Separate Account's Preparing and filing the Trust's registration statement
registration 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 and processing Series prospectus and supplements
supplements for use with prospective Contract for use with Contract owners; or if requested by the
owners; Company, providing camera-ready film, computer diskettes or
Printing Series prospectuses and supplements for use typeset electronic document files of such documents and
with prospective Contract owners printing such documents for use with Contract owners (1)
Text composition and printing of Separate Account Text composition and printing of Trust statement of
statement of additional information additional information (1)
Mailing and distributing Separate Account Mailing and distributing Series prospectuses, supplements
prospectuses, supplements and statement of and statement of additional information to Contract owners
additional information to existing Contract owners (1)
as required by applicable law; Printing, processing, mailing and distributing Series and
Mailing and distributing Separate Account Separate Account supplements and other communications
prospectuses and supplements to prospective Contract related to fund substitutions, fund closings, fund mergers
owners; and other similar fund transactions
Mailing and distributing Series prospectuses and
supplements to prospective Contract owners
Text composition of any annual and semi-annual Text composition of annual and semi-annual reports of the
reports of the Separate Account, printing, mailing, Series; printing, processing, mailing, and distributing
and distributing any annual and semi-annual reports annual and semi-annual reports of the Series to Contract
of the Separate Account owners (1)
Text composition, printing, mailing, distributing, Text composition, printing, processing, mailing,
and tabulation of proxy statements and voting distributing, and tabulation of proxy statements and voting
instruction solicitation materials to Contract instruction solicitation materials to Contract owners with
owners with respect to proxies sponsored by the respect to proxies sponsored by the Series or the Trust
Separate Accounts
------------
(1) The Company may choose to print the Series' prospectus(es), statement of
additional information, and its semi annual and annual reports, or any of
such documents, in combination with such documents of other fund companies.
In this case, the Trust's share of the total expense for printing,
processing, and delivery of the combined materials shall be allocated based
upon the methodology deemed reasonable and appropriate by the Company.
The Company shall send invoices for such expense to the Distributor within
90 days of the event along with such other supporting data as may be
reasonably requested. The invoice will reference the applicable regulatory
document, by fund and cusip, for the event, along with the Distributor's
number of pages printed. The Company invoices should be sent to the
following email message group: XXXXXX@xxxxxxxxxxxxxxx.xxx Fees will be
payable within 45 days of the receipt of the invoice, as long as such
supporting data defines the appropriate expenses.
16
SCHEDULE C
PROCESSING SPECIFICATIONS
I. FORMAT FOR NAV AND DIVIDEND INFORMATION
Please provide the following information when sending the nightly NAV and
Dividend Distribution Date Email:
Mutual Fund Company Name
Pricing Company Name
Fund Name
Fund Number
Ticker and/or Cusip Number
NAV
NAV Change from Prior Day
Ordinary Dividend Distribution
Ordinary Dividend Distribution Change from Prior Day
Short Term Gain Distribution
Long Term Gain Distribution
Pricing Contact Name and Phone Number
Distribution Data Contact Name and #800 Phone Number
Emergency after hours Name & Phone Number
II. NSCC TRANSACTIONS
The following terms and conditions hereby amend Article I of the Agreement with
respect to the receipt and transmission of orders routed through the National
Securities Clearing Corporation ("NSCC") in accordance with the NSCC's Defined
Contribution Clearance & Settlement ("DCC&S") platform cycle file:
A. American Century will accept all orders to purchase shares of the
Series available using the NSCC's DCC&S platform. The Trust will also
provide the Company with account positions and activity data using
the NSCC's Networking platform. The Company shall pay for Series
shares by federal funds wire using the NSCC's Fund/SERV System in
accordance with the rules and regulations of the NSCC, as the same
may be amended from time to time.
B. The Company shall use best efforts to promptly notify American
Century of its inability to use the NSCC's DCC&S platform by
telephone and/or facsimile.
C. American Century will provide the Company with account positions and
activity data using the NSCC's Networking platform (i.e., the NSCC's
product that allows funds, distributors and companies to exchange
account level information electronically).
D. Payment for Series shares redeemed in accordance with this Schedule
shall be effectuated using the NSCC's FundSERV System. Payment shall
be in federal funds transmitted by wire to the Trust's designated
Settling Bank. For the purposes of the foregoing, a "Settling Bank"
shall mean the entity appointed by the Trust to perform such
settlement services on behalf of the Series and which entity agrees
to abide by the NSCC's Rules and Procedures insofar as they relate to
the same day funds settlement.
E. The Distributor shall furnish notice to the Company of any income,
dividends or capital gain distributions payable on the series' shares
through the NSCC's FundSERV System.
17
SCHEDULE D
Rule 22c-2 Shareholder Information Agreement
This Agreement is entered into as of February 1, 2007 by and between (i)
Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company
(together, "we" or "us") and (ii) American Century Investment Services, Inc.,
("you") in your capacity as the principal underwriter of the American Century
Funds (each a "Fund" and together the "Funds").
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940, as amended,
requires mutual funds to enter into "shareholder information agreements" with
financial intermediaries that hold fund shares on behalf of other investors In
"omnibus accounts" and submit orders to purchase or redeem fund shares on behalf
of such investors directly to the fund, its transfer agent or principal
underwriter; and
WHEREAS, shares of one or more of the Funds are purchased and redeemed on an
omnibus basis directly by our Accounts (as defined below) in connection with for
one or more Contracts (as defined below).
NOW, THEREFORE, In consideration of the premises and mutual covenants contained
below, the parties hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms have the
following meanings, unless a different meaning is clearly required by the
context:
(a) "Account" means an insurance company separate account sponsored or
administered by us.
(b) "Business Day" means any day that the New York Stock Exchange is open
for trading.
(c) "Confidential Information" includes, but is not limited to: (i)
"Nonpublic Personal Information" as defined in Title V of the
Xxxxx-Xxxxx-Xxxxxx Act of 1999 or any successor federal or state
statute, and the rules and regulations thereunder, all as may be
amended or supplemented from time to time, (ii) "Protected Health
Information" as such term is defined in the Health Insurance
Portability and Accountability Act of 1996, or any successor federal
or state statute, and the rules and regulations thereunder, all as
may be amended or supplemented from time to time; and (iii)
"Shareholder Information" as such term defined below.
(d) "Contract" means a variable annuity contract, variable life insurance
policy or variable funding agreement issued through an Account.
(e) "Fund Policies" means policies established by the Fund and
communicated to us in writing for the purpose of eliminating or
reducing potentially harmful market timing or frequent trading in
shares of the Fund as described in the Fund's prospectus or
statement of additional information as amended from time to time.
This term "Fund" does not include any "excepted funds" as defined in
Rule 22c-2(b), 17 C.F.R. 270.22c-2(b).
(f) "Indirect Intermediary" means a "financial intermediary" as defined
by Rule 22c-2(c)(5)(iii)(excluding any exempted financial
intermediary pursuant to
18
Rule 22c-2(c)(1)(iv)) that transmits purchase and redemption orders
directly to us on behalf of Shareholders with respect to a Contract
invested in a Fund through an Account.
(g) "Shareholder" means (1) the holder of interests in a Contract or (2)
a participant in an employee benefit plan with A beneficial interest
in a Contract.
(h) "Shareholder-Initiated Transfer Purchase" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of
assets within a Contract to a Fund, but does not include transactions
that are executed: (i) automatically pursuant to contractual or
systematic programs or enrollments such as transfers of assets within
a Contract to a Fund as a result of "dollar cost averaging" programs,
asset allocation programs and automatic rebalancing programs; (ii)
pursuant to a Contract death benefit; (iii) a step-up (or comparable
benefit) in Contract value (or comparable benefit base) pursuant to a
Contract death benefit or guaranteed minimum withdrawal benefit; or
(iv) allocation of assets to a Fund through a Contract as a result of
payments such as loan repayments, scheduled contributions' or
retirement plan salary reduction contributions, or planned premium
payments to the Contract.
(i) "Shareholder-Initiated Transfer Redemption" means a transaction that
is initiated or directed by a Shareholder that results in a transfer
of assets within a Contract out of a Fund, but does not include
transactions that are executed: (i) automatically pursuant to
contractual or systematic programs or enrollments such as transfers
of assets within a Contract cut of a Fund as a result of annuity
payouts, loans, systematic withdrawal programs, asset allocation
programs and automatic rebalancing programs; (ii) as a result of any
deduction of charges or fees under a Contract; (iii) within a
Contract out of a Fund as a result of scheduled withdrawals or
surrenders from a Contract; or (iv) as a result of the payment of a
death benefit from a Contract.
(j) "written" means any communication other than an oral communication
transmitted in paper, electronically or by facsimile.
2. AGREEMENT TO PROVIDE REQUESTED SHAREHOLDER INFORMATION. Effective as of
October 16, 2007, we agree to use our best efforts to provide the following
information to you solely for the purpose of facilitating your compliance with
Rule 22c-2. Nothing herein, nor any action by us, shall be construed as, or
infer that we have undertaken any duty or obligation, whether express or
implied, at law or in equity, to detect abusive trading activities pursuant to
the Fund Policies. We agree to provide to you, upon prior written request, the
following information that is an our books and records (collectively,
"Shareholder Information") for all Shareholders that engaged in any purchase,
redemption, transfer or exchange transactions in the Fund shares through an
Account during the period covered by the request, if known:
(a) the taxpayer identification number ("TIN"), Individual/International
Taxpayer Identification Number ("ITIN") or other government issued
identifier ("GII");
(b) the individual Contract number or participant account number
associated with the Shareholder;
(c) the amount and date(s) and transaction type (purchase, redemption,
transfer, or exchange); and
19
(d) any other data mutually agreed upon in writing.
Unless otherwise specifically requested by you, this Paragraph 2 shall be
understood to require us to provide only Shareholder Information relating to
Shareholder-Initiated Transfer Purchases and Shareholder-Initiated Transfer
Redemptions.
All requests must contain the relevant fund account number, CUSIP, trade amount
and date, Requests must be made through NSCC's standard automated facility or
sent to us directly via e-mail at 00x0Xxxxxxxxxx@XxxxxxxxXxxx.xxx, or such other
address we may communicate to you in writing from time to time.
3. PERIOD COVERED BY REQUEST AND FREQUENCY OF REQUESTS. Requests to provide
Shareholder Information shall set forth the specific period for which it is
sought, not to exceed 90 calendar days from the date of the request for which
Shareholder Information is sought. You shall not request Shareholder Information
more frequently than monthly, or older than 90 calendar days from the date of
the request, except as you deem reasonably necessary to investigate compliance
with Fund Policies.
4. FORM AND TIMING OF RESPONSE. Procedures Regarding Indirect Intermediaries.
(a) We agree to provide the requested Shareholder Information that is on our
books and records to you promptly, but in any event not later than 10 Business
Days after receipt of a good order request given In accordance with Paragraph 2
above, which shall contain the fund account number, CUSIP, trade amount and
date. If you so request, we agree to use best efforts to promptly determine
whether any specific person, identified by you from the requested Shareholder
Information, is itself an Indirect Intermediary. Upon your further request,
which must be given in accordance with Paragraph 2 above, we agree to use best
efforts either to: (i) provide (or arrange to have provided) the requested
Shareholder Information from the Indirect Intermediary; or (ii) if the Indirect
Intermediary refuses to provide the requested Shareholder Information and you so
direct us in writing, restrict or prohibit further purchases of Fund shares by
such Indirect Intermediary through the Account. We agree to inform you whether
we plan to perform (i) or (ii).
(b) Responses required by this paragraph must be communicated in writing
and in a formal mutually agreed upon by the parties.
(c) To the extent reasonably practicable, the format for any Shareholder
Information provided to you will be consistent with the NSCC
Standardized Data Reporting Format.
5. LIMITATION ON USE OF INFORMATION. You agree that you shall not use the
Information received pursuant to this Agreement, including any Confidential
Information, for any purpose other than to comply with Rule 22c-2. You and your
affiliates shall observe applicable state and federal privacy laws, rules and
regulations with respect to Confidential Information. You shall safeguard all
Confidential Information and promptly notify us of any voluntary or involuntary
dissemination thereof. Neither you nor any of your affiliates or subsidiaries
may use any information provided pursuant to this Agreement for marketing or
solicitation purposes.
6. AGREEMENT TO RESTRICT TRADING. We agree to execute reasonable, clear and
unequivocal written instructions from you given on behalf of the Fund to
restrict or prohibit further purchases of Fund shares by a Shareholder that has
been identified by
20
you as having engaged in transactions of the Fund's shares (directly or
indirectly through an Account) that violate Fund Policies. Unless you
specifically direct us otherwise, such restrictions and prohibitions shall apply
only to Shareholder-Initiated Transfer Purchases and Shareholder-Initiated
Transfer Redemptions. We will execute such restrictions with respect to the
Shareholder, but only for the Contract through which such transactions in the
Fund's shares occurred. We will not impose any restriction, and nothing in this
Agreement shall require that we impose any restriction, on a Shareholder based
on any transactions other than transactions in the Fund's shares through an
Account. Instructions must be received by us via email at the following address:
00x0Xxxxxxxxxx@XxxxxxxxXxxx.xxx. or such other address that we may communicate
to you in writing from time to time. Other correspondence may be sent to us at
the following address or such other address, that we may communicate to you in
writing from time to time;
The Hartford 22c-2 Operations Team, B3W
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax 000.000.0000.
7. FORM OF INSTRUCTIONS. Instructions given in accordance with Paragraph 6
shall be given to us via e-mail in a mutually agreed upon file format. The
instructions in the file must include:
(a) the fund account number;
(b) the Shareholder's TIN, ITIN or GII, if known;
(c) the specific individual Contract owner number or participant account
number (if known) associated with the Shareholder;
(d) the specific restriction(s) to be executed with respect to such
Shareholder, including how long such restriction(s) are to remain in
place; and
(e) a brief written statement that may be provided to the Shareholder,
explaining how the Shareholder's transfer activity violated Fund
Policies.
If the TIN is not known, the instructions must include an equivalent identifying
number of the Shareholder(s) or account(s) or other agreed upon information to
which the instruction relates.
8. TIMING OF RESPONSE. We agree to use reasonable efforts to execute
instructions given in accordance with Paragraphs 6 and 7 promptly, but in any
event not later than 10 Business Days after receipt of such instructions. We
will provide written confirmation to you or your designee as soon as reasonably
practicable that instructions have been executed.
9. CONSTRUCTION OF THE AGREEMENT;
FUND PARTICIPATION AGREEMENTS. The parties
have entered into one or more
Fund Participation Agreements between or among
them for the purchase and redemption of shares of the Funds by the Accounts in
connection with the Contracts. This Agreement supplements those Fund
Participation
21
Agreements. To the extent the terms of this Agreement conflict with the terms of
a
Fund Participation Agreement, the terms of this Agreement shall control.
10. DISPUTE RESOLUTION. The parties agree to use their best efforts to seek an
amicable solution to any controversy or dispute arising under this Agreement.
Any unresolved controversy, claim or dispute arising under this Agreement shall
be submitted to nonbinding arbitration in accordance with the Commercial Rules
of the American Arbitration Association and judgment upon any such award may be
entered in and enforced in any court of competent jurisdiction. Arbitration
shall be conducted by a single arbitrator who shall have the authority to grant
any and all appropriate relief. Including, but not limited to, injunctive relief
or specific performance; provided, however, the arbitrator shall have no power
to award punitive, consequential or statutory damages and the parties shall not
seek such relief in any other forum. The arbitrator may make an initial
determination of the location of the arbitration or whether proceedings may
ensue based entirely upon documentary evidence. Arbitration costs and expenses
shall be borne equally by the parties. Each party hereby agrees to waive and
suspend enforcement of any and all rights pursuant to this and all related
agreements during the pendency of such arbitration proceedings.
11. TERMINATION. This Agreement will terminate upon the termination of the
Fund
Participation Agreements.
12. AMENDMENT. This Agreement may be modified or amended, and the terms of this
Agreement may be waived, only by a writing signed by the parties.
13. BINDING EFFECT. This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns.
14. FORCO MAJUERE. We shall be excused from performance under this Agreement
and shall have no liability to any other party hereof or any third person for
any period that we are prevented, hindered or unable to perform any of our
obligations, in whole or in part, as a result of acts of God, strikes, terrorist
activities, power outages (including so-called xxxxx outs), material changes in
circumstances or laws, regulations or interpretations of the same affecting any
of our obligations hereunder, or other causes beyond our reasonable control; and
such non-performance shall not be a default under this Agreement; provided,
however, that if any of the above-enumerated circumstances prevent, hinder or
delay performance of our obligations for more than sixty (60) Business Days, the
Fund may, at its option terminate this Agreement in accordance with Paragraph
11, above.
15. COUNTERPARTS. This Agreement may be executed in one or more counterparts
each of which, when taken together, shall constitute a single instrument.
16. CONSTRUCTION. The parties mutually acknowledge that this Agreement
represents the collective drafting efforts of each party and therefore any
ambiguity shall not be interpreted against the interests of any party.
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HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FOR AND ON BEHALF OF ITSELF AND THE ACCOUNTS
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
Title: Vice President
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President
Address for communications:
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