PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into as of the 26th day of October, 2001
("Agreement"), by and among Hartford Life Insurance Company, a Connecticut stock
life insurance company ("Insurer") (on behalf of itself and each of its
segregated asset accounts listed on Schedule A hereto, each a "Separate
Account"); Hartford Securities Distribution Company, Inc., a Connecticut
corporation ("Contracts Distributor"), the principal underwriter with respect to
the Contracts referred to below; Alliance Variable Products Series Fund, Inc., a
Maryland corporation, ("Fund"); Alliance Capital Management L.P., a Delaware
limited partnership ("Adviser"), the investment adviser of the Fund referred to
below; and Alliance Fund Distributors, Inc., a Delaware corporation
("Distributor"), the Fund's principal underwriter (collectively, the "Parties"),
WITNESSETH THAT:
WHEREAS Insurer, the Distributor, and Alliance Variable Products Series Fund,
Inc. (the "Fund") desire that Class B shares of the Fund's portfolios listed on
Schedule B hereto (the "Portfolios"; reference herein to the "Fund" includes
reference to each Portfolio to the extent the context requires) be made
available by Distributor to serve as underlying investment media for those
variable annuity contracts of Insurer listed on Schedule A (the "Contracts"), to
be principally underwritten by Contracts Distributor and sold by other
registered broker-dealer firms as agreed to by Insurer and Contracts
Distributor; and
WHEREAS the Contracts provide for the allocation of net amounts received by
Insurer to separate divisions (the "Divisions"; reference herein to the
"Separate Account" includes reference to each Division to the extent the context
requires) of the Separate Account for investment in
Class B shares of corresponding Portfolios of the Fund that are made available
through the Separate Account to act as underlying investment media,
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein, the Fund and Distributor will make Class B shares of the Portfolios
available to Insurer for this purpose at net asset value and with no sales
charges, all subject to the following provisions:
SECTION 1. ADDITIONAL PORTFOLIOS
The Fund has and may, from time to time, add additional Portfolios, which will
become subject to this Agreement, if, upon the written consent of each of the
Parties hereto, they are made available as investment media for the Contracts.
SECTION 2. PROCESSING TRANSACTIONS
2.1 TIMELY PRICING AND ORDERS.
The Fund or its designated agent will provide closing net asset value, dividend
and capital gain information for each Portfolio to Insurer at the close of
trading on each day (a "Business Day") on which (a) the New York Stock Exchange
is open for regular trading and (b) the Fund calculates the Portfolio's net
asset value pursuant to the rules of the Securities and Exchange Commission
("SEC"). The Fund or its designated agent will use its best efforts to provide
this information by 6:00 p.m., Eastern time. Insurer will use these data to
calculate unit values, which in turn will be used to process transactions that
receive that same Business Day's Separate Account Division's unit values. Such
Separate Account processing will be done the same evening, and corresponding
orders with respect to Fund shares will be placed the morning of the
2
following Business Day. Insurer will use its best efforts to place such orders
with the Fund by 10:00 a.m., Eastern time.
2.2 TIMELY PAYMENTS.
Insurer will transmit orders for purchases and redemptions of Fund shares to
Distributor, and will wire payment in federal funds for net purchases to a
custodial account designated by the Fund on the day the order for Fund shares is
placed, to the extent practicable. Payment for net redemptions will be wired in
federal funds by the Fund to an account designated by Insurer on the same day as
the order is placed, to the extent practicable, and in any event be made within
six calendar days after the date the order is placed in order to enable Insurer
to pay redemption proceeds within the time specified in Section 22(e) of the
Investment Company Act of 1940, as amended (the "1940 Act").
2.3 REDEMPTION IN CASH.
The Fund will pay all redemption proceeds in cash, unless the Fund's Board of
Directors determines that a material irreconcilable conflict exists and that the
payment of redemption proceeds in kind is desirable to remedy such conflict.
2.4 APPLICABLE PRICE.
The Parties agree that Portfolio share purchase and redemption orders resulting
from Contract owner purchase payments, surrenders, partial withdrawals, routine
withdrawals of charges, or other transactions under Contracts that the Company
receives prior to the close of regular trading on the New York Stock Exchange on
a Business Day will be executed at the net asset values of the appropriate
Portfolios next computed after receipt by the Fund or its designated agent of
the orders. For the purposes of this section, Insurer shall be deemed to be the
agent of the Fund for receipt of such orders from holders or applicants of
contracts, and receipt by Insurer shall constitute receipt by
3
the Fund. All other purchases and redemptions of Portfolio shares by Insurer,
will be effected at the net asset values next computed after receipt by
Distributor of the order therefor, and such orders will be irrevocable. Insurer
hereby elects to reinvest all dividends and capital gains distributions in
additional shares of the corresponding Portfolio at the record-date net asset
values until Insurer otherwise notifies the Fund in writing, it being agreed by
the Parties that the record date and the payment date with respect to any
dividend or distribution will be the same Business Day.
SECTION 3. COSTS AND EXPENSES
3.1 GENERAL.
Except as otherwise specifically provided herein, each Party will bear all
expenses incident to its performance under this Agreement.
3.2 REGISTRATION.
The Fund will bear the cost of its registering as a management investment
company under the 1940 Act and registering its shares under the Securities Act
of 1933, as amended (the "1933 Act"), and keeping such registrations current and
effective; including, without limitation, the preparation of and filing with the
SEC of Forms N-SAR and Rule 24f-2 Notices respecting the Fund and its shares and
payment of all applicable registration or filing fees with respect to any of the
foregoing. Insurer will bear the cost of registering the Separate Account as a
unit investment trust under the 1940 Act and registering units of interest under
the Contracts under the 1933 Act and keeping such registrations current and
effective; including, without limitation, the preparation and filing with the
SEC of Forms N-SAR and Rule 24f-2 Notices respecting the Separate Account and
its units of interest and payment of all applicable registration or filing fees
with respect to any of the foregoing.
4
3.3 OTHER (NON-SALES-RELATED) EXPENSES.
The Fund will bear the costs of preparing, filing with the SEC and setting for
printing the Fund's prospectus, statement of additional information and any
amendments or supplements thereto (collectively, the "Fund Prospectus"),
periodic reports to shareholders, Fund proxy material and other shareholder
communications and any related requests for voting instructions from
Participants (as defined below). Insurer will bear the costs of preparing,
filing with the SEC and setting for printing, the Separate Account's prospectus,
statement of additional information and any amendments or supplements thereto
(collectively, the "Separate Account Prospectus"), any periodic reports to
owners, annuitants or participants under the Contracts (collectively,
"Participants"), and other Participant communications. The Fund and Insurer each
will bear the costs of printing in quantity and delivering to existing
Participants the documents as to which it bears the cost of preparation as set
forth above in this Section 3.3, it being understood that reasonable cost
allocations will be made in cases where any such Fund and Insurer documents are
printed or mailed on a combined or coordinated basis. A reasonable cost
allocation may include any reasonable method of allocating costs, including but
not limited to a pro-rata allocation based on the page count of the documents as
to which each bears the cost of preparation as compared to the total page count
for the documents that are printed or mailed on a combined or coordinated basis.
If REQUESTED by Insurer, the Fund will provide, at the Fund's expense, annual
Prospectus text to Insurer on diskette for printing and binding with the
Separate Account Prospectus.
3.4 OTHER SALES-RELATED EXPENSES.
Expenses of distributing the Portfolio's shares and the Contracts will be paid
by Contracts Distributor and other parties, as they shall determine by separate
agreement.
5
3.5 PARTIES TO COOPERATE.
The Fund, Adviser, Insurer, Contracts Distributor, and Distributor each agrees
to cooperate with the others, as applicable, in arranging to print, mail and/or
deliver combined or coordinated prospectuses or other materials of the Fund and
Separate Account.
SECTION 4. LEGAL COMPLIANCE
4.1 TAX LAWS.
(a) The Fund and the Adviser represent and warrant (i) that each
Portfolio is currently qualified as a regulated investment company
("RIC") under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), and (ii) that they will maintain qualification
of each Portfolio as a RIC. The Fund and the Adviser will notify
Insurer immediately upon having a reasonable basis for believing
that a Portfolio has ceased to so qualify or that it might not so
qualify in the future.
(b) Insurer represents that it believes, in good faith, that the
Contracts will be treated as annuity contracts under applicable
provisions of the Code and that it will make every effort to maintain
such treatment. Insurer will notify the Fund and Distributor
immediately upon having a reasonable basis for believing that any of
the Contracts have ceased to be so treated or that they might not be
so treated in the future.
(c) The Fund and the Adviser represent and warrant that, at all times,
each Portfolio will comply with the diversification requirements set
forth in Section 817(h) of the Code and Section 1.817-5(b) of the
regulations under the Code, and the Fund, Adviser or Distributor
will notify Insurer immediately upon having a reasonable basis for
believing that a Portfolio has ceased to so comply or
6
that a Portfolio might not so comply in the future. In the event a
Portfolio ceases to comply, the Fund and the Adviser will take all
necessary steps to adequately diversify the Portfolio so as to achieve
compliance within the grace period afforded by Section 1.817-5 of the
regulations.
(d) Insurer represents that it believes, in good faith, that the Separate
Account is a "segregated asset account" and that interests in the
Separate Account are offered exclusively through the purchase of or
transfer into a "variable contract," within the meaning of such terms
under Section 817(h) of the Code and the regulations thereunder.
Insurer will make every effort to continue to meet such definitional
requirements, and it will notify the Fund and Distributor immediately
upon having a reasonable basis for believing that such requirements
have ceased to be met or that they might not be met in the future.
(e) The Adviser will manage the Fund as a RIC in compliance with
Subchapter M of the Code and will use its best efforts to manage to
be in compliance with Section 817(h) of the Code and regulations
thereunder. The Fund has adopted and will maintain procedures for
ensuring that the Fund is managed in compliance with Subchapter M
and Section 817(h) and regulations thereunder.
(f) Should the Distributor or Adviser become aware of a failure of Fund,
or any of its Portfolios, to be in compliance with Subchapter M of
the Code or Section 817(h) of the Code and regulations thereunder,
they represent and agree that they will immediately notify Insurer
of such in writing.
7
4.2 INSURANCE AND CERTAIN OTHER LAWS.
(a) The Adviser will use its best efforts to cause the Fund to comply
with any applicable state insurance laws or regulations, to the
extent specifically requested in writing by Insurer. If it cannot
comply, it will so notify Insurer in writing.
(b) Insurer represents and warrants that (i) it is an insurance company
duly organized, validly existing and in good standing under the laws
of the State of Connecticut and has full corporate power, authority
and legal right to execute, deliver and perform its duties and comply
with its obligations under this Agreement, (ii) it has legally and
validly established and maintains the Separate Account as a
segregated asset account under Connecticut Insurance Law, and (iii)
the Contracts comply in all material respects with all other
applicable federal and state laws and regulations.
(c) Insurer and Contracts Distributor represent and warrant that
Contracts Distributor is a business corporation duly organized,
validly existing, and in good standing under the laws of the State
of Connecticut and has full corporate power, authority and legal
right to execute, deliver, and perform its duties and comply with
its obligations under this Agreement.
(d) Distributor represents and warrants that it is a business corporation
duly organized, validly existing, and in good standing under the laws
of the State of Delaware and has full corporate power, authority and
legal right to execute, deliver, and perform its duties and comply
with its obligations under this Agreement.
(e) Distributor represents and warrants that the Fund is a corporation
duly organized, validly existing, and in good standing under the
laws of the State of Maryland and has full power,
8
authority, and legal right to execute, deliver, and perform its
duties and comply with its obligations under this Agreement.
(f) Adviser represents and warrants that it is a limited partnership,
duly organized, validly existing and in good standing under the laws
of the State of Delaware and has full power, authority, and legal
right to execute, deliver, and perform its duties and comply with
its obligations under this Agreement.
4.3 SECURITIES LAWS.
(a) Insurer represents and warrants that (i) interests in the Separate
Account pursuant to the Contracts will be registered under the 1933
Act to the extent required by the 1933 Act and the Contracts will be
duly authorized for issuance and sold in compliance with Connecticut
law, (ii) the Separate Account is and will remain registered under
the 1940 Act to the extent required by the 1940 Act, (iii) the
Separate Account does and will comply in all material respects with
the requirements of the 1940 Act and the rules thereunder, (iv) the
Separate Account's 1933 Act registration statement relating to the
Contracts, together with any amendments thereto, will, at all times
comply in all material respects with the requirements of the 1933
Act and the rules thereunder and (v) the Separate Account Prospectus
will at all times comply in all material respects with the
requirements of the 1933 Act and the rules thereunder.
(b) The Adviser and Distributor represent and warrant that (i) Fund
shares sold pursuant to this Agreement will be registered under the
1933 Act to the extent required by the 1933 Act and duly authorized
for issuance and sold in compliance with Maryland law, (ii) the Fund
is and will remain registered under the 1940 Act to the extent
required by the 1940 Act, (iii) the Fund will amend the registration
statement for its shares under the 1933 Act and itself under the 1940
Act from time to
9
time as required in order to effect the continuous offering of its
shares, (iv) the Fund does and will comply in all material respects
with the requirements of the 1940 Act and the rules thereunder, (v)
the Fund's 1933 Act registration statement, together with any
amendments thereto, will at all times comply in all material
respects with the requirements of the 1933 Act and rules thereunder,
and (vi) the Fund Prospectus will at all times comply in all
material respects with the requirements of the 1933 Act and the
rules thereunder.
(c) The Fund will register and qualify its shares for sale in accordance
with the laws of any state or other jurisdiction only if and to the
extent reasonably deemed advisable by the Fund, Insurer or any other
life insurance company utilizing the Fund.
(d) Distributor and Contracts Distributor each represents and warrants
that it is registered as a broker-dealer with the SEC under the
Securities Exchange Act of 1934, as amended, and is a member in good
standing of the National Association of Securities Dealers Inc. (the
"NASD").
4.4 NOTICE OF CERTAIN PROCEEDINGS AND OTHER CIRCUMSTANCES.
(a) Distributor or the Fund shall immediately notify Insurer of (i) the
issuance by any court or regulatory body of any stop order, cease
and desist order, or other similar order with respect to the Fund's
registration statement under the 1933 Act or the Fund Prospectus,
(ii) any request by the SEC for any amendment to such registration
statement or Fund Prospectus, (iii) the initiation of any
proceedings for that purpose or for any other purpose relating to
the registration or offering of the Fund's shares, or (iv) any other
action or circumstances that may prevent the lawful offer or sale of
Fund shares in any state or jurisdiction, including, without
limitation, any circumstances in which (x) the Fund's shares are not
registered and, in all material respects, issued and sold in
accordance with applicable state and federal law or (y) such law
precludes the use of such shares as an underlying
10
investment medium of the Contracts issued or to be issued by Insurer.
Distributor and the Fund will make every reasonable effort to prevent
the issuance of any such stop order, cease and desist order or similar
order and, if any such order is issued, to obtain the lifting thereof
at the earliest possible time.
(b) Insurer and Contracts Distributor shall immediately notify the Fund
of (i) the issuance by any court or regulatory body of any stop
order, cease and desist order or similar order with respect to the
Separate Account's registration statement under the 1933 Act relating
to the Contracts or the Separate Account Prospectus, (ii) any request
by the SEC for any amendment to such registration statement or
Separate Account Prospectus, (iii) the initiation of any proceedings
for that purpose or for any other purpose relating to the
registration or offering of the Separate Account interests pursuant
to the Contracts, or (iv) any other action or circumstances that may
prevent the lawful offer or sale of said interests in any state or
jurisdiction, including, without limitation, any circumstances in
which said interests are not registered and, in all material
respects, issued and sold in accordance with applicable state and
federal law. Insurer and Contracts Distributor will make every
reasonable effort to prevent the issuance of any such stop order,
cease and desist order or similar order and, if any such order is
issued, to obtain the lifting thereof at the earliest possible time.
4.5 INSURER TO PROVIDE DOCUMENTS.
Upon request, Insurer will provide the Fund and the Distributor one complete
copy of SEC registration statements, Separate Account Prospectuses, reports, any
preliminary and final voting instruction solicitation material, applications for
exemptions, requests for no-action letters, and amendments to any of the above,
that relate to the Separate Account or the Contracts, contemporaneously with the
filing of such document with the SEC or other regulatory authorities.
11
4.6 FUND TO PROVIDE DOCUMENTS.
Upon request, the Fund will provide to Insurer one complete copy of SEC
registration statements, Fund Prospectuses, reports, any preliminary and final
proxy material, applications for exemptions, requests for no-action letters, and
all amendments to any of the above, that relate to the Fund or its shares,
contemporaneously with the filing of such document with the SEC or other
regulatory authorities.
Section 5. MIXED AND SHARED FUNDING
5.1 GENERAL.
The Fund has obtained an order exempting it from certain provisions of the 1940
Act and rules thereunder so that the Fund is available for investment by certain
other entities, including, without limitation, separate accounts funding
variable life insurance policies and separate accounts of insurance companies
unaffiliated with Insurer ("Mixed and Shared Funding Order"). The Parties
recognize that the SEC has imposed terms and conditions for such orders that are
substantially identical to many of the provisions of this Section 5.
5.2 DISINTERESTED DIRECTORS.
The Fund agrees that its Board of Directors shall at all times consist of
directors a majority of whom are not interested persons of Adviser or
Distributor within the meaning of Section 2(a)(19) of the 1940 Act (the
"Disinterested Directors") with such exceptions as permitted by the Mixed and
Shared Funding Order.
12
5.3 MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS.
The Fund agrees that its Board of Directors will monitor for the existence of
any material irreconcilable conflict between the interests of the participants
in all separate accounts of life insurance companies utilizing the Fund,
including the Separate Account. Insurer agrees to inform the Board of Directors
of the Fund of the existence of or any potential for any such material
irreconcilable conflict of which it is aware. The concept of a "material
irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder,
but the Parties recognize that such a conflict may arise for a variety of
reasons, including, without limitation:
(a) an action by any state insurance or other regulatory authority;
(b) a change in applicable federal or state insurance, tax or securities
laws or regulations, or a public ruling, private letter ruling,
no-action or interpretative letter, or any similar action by
insurance, tax or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding;
(d) the manner in which the investments of any Portfolio are being
managed;
(e) a difference in voting instructions given by variable annuity
contract and variable life insurance contract participants or by
participants of different life insurance companies utilizing the
Fund; or
(f) a decision by a life insurance company utilizing the Fund to
disregard the voting instructions of participants.
13
Insurer will assist the Board of Directors in carrying out its responsibilities
by providing the Board of Directors with all information reasonably necessary
for the Board of Directors to consider any issue raised, including information
as to a decision by Insurer to disregard voting instructions of Participants.
The obligations of the Insurer under this Section 5.3 will be carried out with a
view only to the interests of Participants.
5.4 CONFLICT REMEDIES.
(a) It is agreed that if it is determined by a majority of the members
of the Board of Directors or a majority of the Disinterested
Directors that a material irreconcilable conflict exists, Insurer
and the other life insurance companies utilizing the Fund will, at
their own expense and to the extent reasonably practicable (as
determined by a majority of the Disinterested Directors), take
whatever steps are necessary to remedy or eliminate the material
irreconcilable conflict, which steps may include, but are not
limited to:
(i) withdrawing the assets allocable to some or all of the separate
accounts from the Fund or any Portfolio and reinvesting such
assets in a different investment medium, including another
Portfolio of the Fund, or submitting the question whether such
segregation should be implemented to a vote of all affected
participants and, as appropriate, segregating the assets of any
particular group (e.g., annuity contract owners or participants,
life insurance contract owners or all contract owners and
participants of one or more life insurance companies utilizing the
Fund) that votes in favor of such segregation, or offering to the
affected contract owners or participants the option of making such
a change; and
14
(ii) establishing a new registered investment company of the type
defined as a "Management Company" in Section 4(3) of the
1940 Act or a new separate account that is operated as a
Management Company.
(b) If the material irreconcilable conflict arises because of Insurer's
decision to disregard Participant voting instructions and that
decision represents a minority position or would preclude a majority
vote, Insurer may be required, at the Fund's election, to withdraw
the Separate Account's investment in the Fund. No charge or penalty
will be imposed as a result of such withdrawal. Any such withdrawal
must take place within six months after the Fund gives notice to
Insurer that this provision is being implemented, and until such
withdrawal Distributor and the Fund shall continue to accept and
implement orders by Insurer for the purchase and redemption of shares
of the Fund.
(c) If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to Insurer conflicts
with the majority of other state regulators, then Insurer will
withdraw the Separate Account's investment in the Fund within six
months after the Fund's Board of Directors informs Insurer that it
has determined that such decision has created a material
irreconcilable conflict, and until such withdrawal Distributor and
Fund shall continue to accept and implement orders by Insurer for
the purchase and redemption of shares of the Fund.
(d) Insurer agrees that any remedial action taken by it in resolving any
material irreconcilable conflict will be carried out at its expense
and with a view only to the interests of Participants.
(e) For purposes hereof, a majority of the Disinterested Directors will
determine whether or not any proposed action adequately remedies any
material irreconcilable conflict. In no event,
15
however, will the Fund or Distributor be required to establish a new
funding medium for any Contracts. Insurer will not be required by the
terms hereof to establish a new funding medium for any Contracts if an
offer to do so has been declined by vote of a majority of Participants
materially adversely affected by the material irreconcilable conflict.
5.5 NOTICE TO INSURER.
The Fund will promptly make known in writing to Insurer the Board of Directors'
determination of the existence of a material irreconcilable conflict, a
description of the facts that give rise to such conflict and the implications of
such conflict.
5.6 INFORMATION REQUESTED BY BOARD OF DIRECTORS.
Insurer and the Fund will at least annually submit to the Board of Directors of
the Fund such reports, materials or data as the Board of Directors may
reasonably request so that the Board of Directors may fully carry out the
obligations imposed upon it by the provisions hereof, and said reports,
materials and data will be submitted at any reasonable time deemed appropriate
by the Board of Directors. All reports received by the Board of Directors of
potential or existing conflicts, and all Board of Directors actions with regard
to determining the existence of a conflict, notifying life insurance companies
utilizing the Fund of a conflict, and determining whether any proposed action
adequately remedies a conflict, will be properly recorded in the minutes of the
Board of Directors or other appropriate records, and such minutes or other
records will be made available to the SEC upon request.
5.7 COMPLIANCE WITH SEC RULES.
If, at any time during which the Fund is serving as an investment medium for
variable life insurance policies, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2
are amended or Rule 6e-3 is
16
adopted to provide exemptive relief with respect to mixed and shared funding,
the Parties agree that they will comply with the terms and conditions thereof
and that the terms of this Section 5 shall be deemed modified if and only to the
extent required in order also to comply with the terms and conditions of such
exemptive relief that is afforded by any of said rules that are applicable.
SECTION 6. TERMINATION
6.1 EVENTS OF TERMINATION.
Subject to Section 6.4 below, this Agreement will terminate as to a Portfolio:
(a) at the option of Insurer or Distributor upon at least six months
advance written notice to the other Parties, or
(b) at the option of the Fund upon (i) at least sixty days advance
written notice to the other parties, and (ii) approval by (x) a
majority of the disinterested Directors upon a finding that a
continuation of this Contract is contrary to the best interests of
the Fund, or (y) a majority vote of the shares of the affected
Portfolio in the corresponding Division of the Separate Account
(pursuant to the procedures set forth in Section 11 of this Agreement
for voting Trust shares in accordance with Participant instructions).
(c) at the option of the Fund upon institution of formal proceedings
against Insurer or Contracts Distributor by the NASD, the SEC, any
state insurance regulator or any other regulatory body regarding
Insurer's obligations under this Agreement or related to the sale of
the Contracts, the operation of the Separate Account, or the
purchase of the Fund shares, if, in each case, the Fund reasonably
determines that such proceedings, or the facts on which such
proceedings would be based,
17
have a material likelihood of imposing material adverse consequences
on the Portfolio to be terminated; or
(d) at the option of Insurer upon institution of formal proceedings
against the Fund, Adviser, or Distributor by the NASD, the SEC, or
any state insurance regulator or any other regulatory body regarding
the Fund's, Adviser's or Distributor's obligations under this
Agreement or related to the operation or management of the Fund or
the purchase of Fund shares, if, in each case, Insurer reasonably
determines that such proceedings, or the facts on which such
proceedings would be based, have a material likelihood of imposing
material adverse consequences on Insurer, Contracts Distributor or
the Division corresponding to the Portfolio to be terminated; or
(e) at the option of any Party in the event that (i) the Portfolio's
shares are not registered and, in all material respects, issued and
sold in accordance with any applicable state and federal law or (ii)
such law precludes the use of such shares as an underlying
investment medium of the Contracts issued or to be issued by
Insurer; or
(f) upon termination of the corresponding Division's investment in the
Portfolio pursuant to Section 5 hereof; or
(g) at the option of Insurer if the Portfolio ceases to qualify as a RIC
under Subchapter M of the Code or under successor or similar
provisions; or
(h) at the option of Insurer if the Portfolio fails to comply with
Section 817(h) of the Code or with successor or similar provisions;
or
18
(i) at the option of Insurer if Insurer reasonably believes that any
change in a Fund's investment adviser or investment practices will
materially increase the risks incurred by Insurer.
6.2 FUNDS TO REMAIN AVAILABLE.
Except (i) as necessary to implement Participant-initiated transactions, (ii) as
required by state insurance laws or regulations, (iii) as required pursuant to
Section 5 of this Agreement, or (iv) with respect to any Portfolio as to which
this Agreement has terminated, Insurer shall not (x) redeem Fund shares
attributable to the Contracts, or (y) prevent Participants from allocating
payments to or transferring amounts from a Portfolio that was otherwise
available under the Contracts, until, in either case, 90 calendar days after
Insurer shall have notified the Fund or Distributor of its intention to do so.
6.3 SURVIVAL OF WARRANTIES AND INDEMNIFICATIONS.
All warranties and indemnifications will survive the termination of this
Agreement.
6.4 CONTINUANCE OF AGREEMENT FOR CERTAIN PURPOSES.
Notwithstanding any termination of this Agreement, the Distributor shall
continue to make available shares of the Portfolios 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"), except as otherwise
provided under Section 5 of this Agreement. Specifically, and without
limitation, the Distributor shall facilitate the sale and purchase of shares of
the Portfolios as necessary in order to process premium payments, surrenders and
other withdrawals, and transfers or reallocations of values under Existing
Contracts.
19
SECTION 7. PARTIES TO COOPERATE RESPECTING TERMINATION
The other Parties hereto agree to cooperate with and give reasonable assistance
to Insurer in taking all necessary and appropriate steps for the purpose of
ensuring that the Separate Account owns no shares of a Portfolio after the Final
Termination Date with respect thereto.
SECTION 8. ASSIGNMENT
This Agreement may not be assigned by any Party, except with the written consent
of each other Party.
SECTION 9. CLASS B DISTRIBUTION PAYMENTS
During the term of this Agreement and subject to the conditions of this Section
9, the Distributor will make payments to the Contracts Distributor pursuant to a
distribution plan adopted by the Fund with respect to the Class B shares of the
Portfolios pursuant to Rule 12b-1 under the 1940 Act (the "Rule 12b-1 Plan) in
consideration of the Contracts Distributor's furnishing distribution services
relating to the Class B shares of the Portfolios and providing administrative,
accounting and other services, including personal service and/or the maintenance
of Participant accounts, with respect to such shares. The Distributor has no
obligation to make any such payments, and the Contracts Distributor waives any
such payment, until the Distributor receives monies therefor from the Fund. Any
such payments made pursuant to this Section 9 shall be subject to the following
terms and conditions:
(a) Any such payments shall be in such amounts as the Distributor may
from time to time advise the Contracts Distributor in writing but in
any event not in excess of the amounts
20
permitted by the Rule 12b-1 Plan. Such payments may include a service
fee in the amount of .25 of 1% per annum of the average daily net
assets of the Fund attributable to the Class B shares of a Portfolio
held by clients of the Contracts Distributor. Any such service fee
shall be paid solely for personal service and/or the maintenance of
Participant accounts.
(b) The provisions of this Section 9 relate to a plan adopted by the Fund
pursuant to Rule 12b-1. In accordance with Rule 12b-1, any person
authorized to direct the disposition of monies paid or payable by the
Fund pursuant to this Section 9 shall provide the Fund's Board of
Directors, and the Directors shall review, at least quarterly, a
written report of the amounts so expended and the purposes for which
such expenditures were made.
(c) The provisions of this Section 9 shall remain in effect for not more
than a year and thereafter for successive annual periods only so
long as such continuance is specifically approved at least annually
in conformity with Rule 12b-1 and the 1940 Act. The provisions of
this Section 9 shall automatically terminate in the event of the
assignment (as defined by the 0000 Xxx) of this Agreement, in the
event the Rule 12b-1 Plan terminates or is not continued or in the
event this Agreement terminates or ceases to remain in effect. In
addition, the provisions of this Section 9 may be terminated at any
time, without penalty, by either the Distributor or the Contracts
Distributor with respect to any Portfolio on not more than 60 days'
nor less than 30 days' written notice delivered or mailed by
registered mail, postage prepaid, to the other party.
SECTION 10. NOTICES
Notices and communications required or permitted by Section 2 hereof will be
given by means mutually acceptable to the Parties concerned. Each other notice
or communication required or permitted by this Agreement will be given to the
following persons at the following addresses
21
and facsimile numbers, or such other persons, addresses or facsimile numbers as
the Party receiving such notices or communications may subsequently direct in
writing:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx, President
Fax 000.000.0000
Hartford Securities Distribution Company,
Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx, President
Fax 000.000.0000
With copy to:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax 000.000.0000
Alliance Fund Distributors, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
Attn.: Xxxxxx X. Xxxxxx
FAX: (000) 000-0000
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
Attn: Xxxxxx X. Xxxxxx
FAX: (000) 000-0000
Alliance Variable Products Fund, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
Attn: Xxxxxx X. Xxxxxx
FAX: (000) 000-0000
22
Section 11. VOTING PROCEDURES
Subject to the cost allocation procedures set forth in Section 3 hereof, Insurer
will distribute all proxy material furnished by the Fund to Participants and
will vote Fund shares in accordance with instructions received from
Participants. Insurer will vote Fund shares that are (a) not attributable to
Participants or (b) attributable to Participants, but for which no instructions
have been received, in the same proportion as Fund shares for which said
instructions have been received from Participants. Insurer agrees that it will
disregard Participant voting instructions only to the extent it would be
permitted to do so pursuant to Rule 6e-3 (T)(b)(15)(iii) under the 1940 Act if
the Contracts were variable life insurance policies subject to that rule.
Insurer will be responsible for calculating voting privileges in a manner
consistent with that of other participating life insurance companies utilizing
the Fund, as prescribed by this Section 11.
Section 12. FOREIGN TAX CREDITS
The Adviser agrees to consult in advance with Insurer concerning any decision to
elect or not to elect pursuant to Section 853 of the Code to pass through the
benefit of any foreign tax credits to the Fund's shareholders.
Section 13. INDEMNIFICATION
13.1 INDEMNIFICATION OF FUND, DISTRIBUTOR AND ADVISER BY INSURER.
(a) Except to the extent provided in Sections 13.1(b) and 13.1(c),
below, Insurer agrees to indemnify and hold harmless the Fund,
Distributor and Adviser, each of their directors and officers, and
each person, if any, who controls the Fund, Distributor or Adviser
within the meaning of Section 15
23
of the 1933 Act (collectively, the "Indemnified Parties" for purposes
of this Section 13.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of Insurer) or actions in respect thereof (including, to the
extent reasonable, legal and other expenses), to which the Indemnified
Parties may become subject under any statute, regulation, at common
law or otherwise, insofar as such losses, claims, damages, liabilities
or actions are related to the sale, acquisition, or holding of the
Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Separate
Account's 1933 Act registration statement, the Separate Account
Prospectus, the Contracts or, to the extent prepared by Insurer or
Contracts Distributor, sales literature or advertising for the
Contracts (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and
in conformity with information furnished to Insurer or Contracts
Distributor by or on behalf of the Fund, Distributor or Adviser
for use in the Separate Account's 1933 Act registration statement,
the Separate Account Prospectus, the Contracts, or sales
literature or advertising (or any amendment or supplement to any
of the foregoing); or
(ii) arise out of or as a result of any other statements or
representations (other than statements or representations
contained in the Fund's 1933 Act registration statement,
24
Fund Prospectus, sales literature or advertising of the Fund, or
any amendment or supplement to any of the foregoing, not supplied
for use therein by or on behalf of Insurer or Contracts
Distributor) or the negligent, illegal or fraudulent conduct of
Insurer or Contracts Distributor or persons under their control
(including, without limitation, their employees and "Associated
Persons," as that term is defined in paragraph (m) of Article I
of the NASD's By-Laws), in connection with the sale or
distribution of the Contracts or Fund shares; or
(iii) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Fund's
1933 Act registration statement, Fund Prospectus, sales
literature or advertising of the Fund, or any amendment or
supplement to any of the foregoing, or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading if such a statement or omission was made in reliance
upon and in conformity with information furnished to the Fund,
Adviser or Distributor by or on behalf of Insurer or Contracts
Distributor for use in the Fund's 1933 Act registration
statement, Fund Prospectus, sales literature or advertising of
the Fund, or any amendment or supplement to any of the foregoing;
or
(iv) arise as a result of any failure by Insurer or Contracts
Distributor to perform the obligations, provide the services and
furnish the materials required of them under the terms of this
Agreement.
(b) Insurer shall not be liable under this Section 13.1 with respect to
any losses, claims, damages, liabilities or actions to which an
Indemnified Party would otherwise be subject by reason of
25
willful misfeasance, bad faith, or gross negligence in the performance
by that Indemnified Party of its duties or by reason of that
Indemnified Party's reckless disregard of obligations or duties under
this Agreement or to Distributor or to the Fund.
(c) Insurer shall not be liable under this Section 13.1 with respect to
any action against an Indemnified Party unless the Fund, Distributor
or Adviser shall have notified Insurer in writing within a
reasonable time after the summons or other first legal process
giving information of the nature of the action 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 Insurer of any such action shall not relieve
Insurer from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account
of this Section 13.1. In case any such action is brought against an
Indemnified Party, Insurer shall be entitled to participate, at its
own expense, in the defense of such action. Insurer also shall be
entitled to assume the defense thereof, with counsel approved by the
Indemnified Party named in the action, which approval shall not be
unreasonably withheld. After notice from Insurer to such Indemnified
Party of Insurer's election to assume the defense thereof, the
Indemnified Party will cooperate fully with Insurer and shall bear
the fees and expenses of any additional counsel retained by it, and
Insurer will not be liable to such Indemnified Party under this
Agreement for any legal or other expenses subsequently incurred by
such Indemnified Party independently in connection with the defense
thereof, other than reasonable costs of investigation.
13.2 INDEMNIFICATION OF INSURER AND CONTRACTS DISTRIBUTOR BY ADVISER.
(a) Except to the extent provided in Sections 13.2(d) and 13.2(e),
below, Adviser agrees to indemnify and hold harmless Insurer and
Contracts Distributor, each of their directors and officers,
26
and each person, if any, who controls Insurer or Contracts Distributor
within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 13.2) against any
and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of Adviser) or actions in
respect thereof (including, to the extent reasonable, legal and other
expenses) to which the Indemnified Parties may become subject under
any statute, regulation, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or actions are related to the
sale, acquisition, or holding of the Fund's shares or the Contracts
and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Fund's 1933
Act registration statement, Fund Prospectus, sales literature or
advertising of the Fund or, to the extent not prepared by Insurer
or Contracts Distributor, sales literature or advertising for the
Contracts (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and
in conformity with information furnished to Distributor, Adviser
or the Fund by or on behalf of Insurer or Contracts Distributor
for use in the Fund's 1933 Act registration statement, Fund
Prospectus, or in sales literature or advertising (or any
amendment or supplement to any of the foregoing); or
(ii) arise out of or as a result of any other statements or
representations (other than statements or representations
contained in the Separate Account's 1933 Act
27
registration statement, Separate Account Prospectus, sales
literature or advertising for the Contracts, or any amendment or
supplement to any of the foregoing, not supplied for use therein
by or on behalf of Distributor, Adviser, or the Fund) or the
negligent, illegal or fraudulent conduct of the Fund,
Distributor, Adviser or persons under their control (including,
without limitation, their employees and Associated Persons), in
connection with the sale or distribution of the Contracts or Fund
shares; or
(iii) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Separate
Account's 1933 Act registration statement, Separate Account
Prospectus, sales literature or advertising covering the
Contracts, or any amendment or supplement to any of the
foregoing, 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 in conformity with
information furnished to Insurer or Contracts Distributor by or
on behalf of the Fund, Distributor or Adviser for use in the
Separate Account's 1933 Act registration statement, Separate
Account Prospectus, sales literature or advertising covering the
Contracts, or any amendment or supplement to any of the
foregoing; or
(iv) arise as a result of any failure by the Fund, Adviser or
Distributor to perform the obligations, provide the services and
furnish the materials required of them under the terms of this
Agreement;
(b) Except to the extent provided in Sections 13.2(d) and 13.2(e) hereof,
Adviser agrees to indemnify and hold harmless the Indemnified Parties
from and against any and all losses, claims,
28
damages, liabilities (including amounts paid in settlement thereof
with, except as set forth in Section 13.2(c) below, the written
consent of Adviser) or actions in respect thereof (including, to the
extent reasonable, legal and other expenses) to which the Indemnified
Parties may become subject directly or indirectly under any statute,
at common law or otherwise, insofar as such losses, claims, damages,
liabilities or actions directly or indirectly result from or arise out
of the failure of any Portfolio to operate as a regulated investment
company in compliance with (i) Subchapter M of the Code and
regulations thereunder or (ii) Section 817(h) of the Code and
regulations thereunder (except to the extent that such failure is
caused by Insurer), including, without limitation, any income taxes
and related penalties, rescission charges, liability under state law
to Contract owners or Participants asserting liability against Insurer
or Contracts Distributor pursuant to the Contracts, the costs of any
ruling and closing agreement or other settlement with the Internal
Revenue Service, and the cost of any substitution by Insurer of shares
of another investment company or portfolio for those of any adversely
affected Portfolio as a funding medium for the Separate Account that
Insurer deems necessary or appropriate as a result of the
noncompliance.
(c) The written consent of Adviser referred to in Section 13.2(b) above
shall not be required with respect to amounts paid in connection
with any ruling and closing agreement or other settlement with the
Internal Revenue Service.
(d) Adviser shall not be liable under this Section 13.2 with respect to
any losses, claims; damages, liabilities or actions to which an
Indemnified Party would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance by
that Indemnified Party of its duties or by reason of such Indemnified
Party's reckless disregard of its obligations and duties under this
Agreement or to Insurer, Contracts Distributor or the Separate
Account.
29
(e) Adviser shall not be liable under this Section 13.2 with respect to any
action against an Indemnified Party unless Insurer or Contracts
Distributor shall have notified Adviser in writing within a reasonable
time after the summons or other first legal process giving information
of the nature of the action 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
Adviser of any such action shall not relieve Adviser from any liability
which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this Section 13.2. In case any
such action is brought against an Indemnified Party, Adviser will be
entitled to participate, at its own expense, in the defense of such
action. Adviser also shall be entitled to assume the defense thereof
(which shall include, without limitation, the conduct of any ruling
request and closing agreement or other settlement proceeding with the
Internal Revenue Service), with counsel approved by the Indemnified
Party named in the action, which approval shall not be unreasonably
withheld. After notice from Adviser to such Indemnified Party of
Adviser's election to assume the defense thereof, the Indemnified Party
will cooperate fully with Adviser and shall bear the fees and expenses
of any additional counsel retained by it, and Adviser will not be
liable to such Indemnified Party under this Agreement for any legal or
other expenses subsequently incurred by such Indemnified Party
independently in connection with the defense thereof, other than
reasonable costs of investigation.
13.3 EFFECT OF NOTICE.
Any notice given by the indemnifying Party to an Indemnified Party referred to
in Section 13.1(c) or 13.2(e) above of participation in or control of any action
by the indemnifying Party will in no event be deemed to be an admission by the
indemnifying Party of liability, culpability or
30
responsibility, and the indemnifying Party will remain free to contest liability
with respect to the claim among the Parties or otherwise.
SECTION 14. APPLICABLE LAW
This Agreement will be construed and the provisions hereof interpreted under and
in accordance with
New York law, without regard for that state's principles of
conflict of laws.
SECTION 15. EXECUTION IN COUNTERPARTS
This Agreement may be executed simultaneously in two or more counterparts, each
of which taken together will constitute one and the same instrument.
SECTION 16. SEVERABILITY
If any provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby.
SECTION 17. RIGHTS CUMULATIVE
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, that the Parties are entitled to under federal and state laws.
SECTION 18. RESTRICTIONS ON SALES OF FUND SHARES
Insurer agrees that the Fund will be permitted (subject to the other terms of
this
31
Agreement) to make its shares available to separate accounts of other life
insurance companies. The Fund, the Adviser and the Distributor each represent
and warrant that shares of the Fund have not been and will not be sold to the
general public.
SECTION 19. HEADINGS
The Table of Contents and headings used in this Agreement are for purposes of
reference only and shall not limit or define the meaning of the provisions of
this Agreement.
SECTION 20. CONFIDENTIAL INFORMATION
Each party agrees not to use or disclose to others any "non-public personal
information" about any "consumer" of another party as such terms are defined in
SEC Regulation S-P, except as permitted or required by law.
32
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
their names and on their behalf by and through their duly authorized officers
signing below.
HARTFORD LIFE INSURANCE COMPANY
By: [ILLEGIBLE]
--------------------------------------
Name:
Title:
HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: [ILLEGIBLE]
--------------------------------------
Name:
Title:
ALLIANCE VARIABLE PRODUCTS SERIES FUND,
INC.
By: [ILLEGIBLE]
--------------------------------------
Name:
Title:
ALLIANCE CAPITAL MANAGEMENT LP
By: Alliance Capital Management Corporation,
its General Partner
By: [ILLEGIBLE]
--------------------------------------
Name:
Title:
ALLIANCE FUND DISTRIBUTORS, INC.
By: [ILLEGIBLE]
--------------------------------------
Name:
Title:
33
SCHEDULE A
Separate Accounts and Contracts
Hartford Life Insurance Company Separate Account HL-VA94
Two HL-VA99
HL-NCDSC98
34
SCHEDULE B
Portfolios of Alliance Variable Products Series Fund, Inc.
Growth and Income Portfolio
Global Bond Portfolio
00250.292 #278062+
35
EXECUTION COPY
PARTICIPATION AGREEMENT
AMONG
HARTFORD LIFE INSURANCE COMPANY,
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.,
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
ALLIANCE CAPITAL MANAGEMENT L.P.
AND
ALLIANCE FUND DISTRIBUTORS, INC.
DATED AS OF
OCTOBER 26, 2001
36
AMENDED AND RESTATED
FUND
PARTICIPATION AGREEMENT
AMONG
ALLIANCEBERNSTEIN VARIABLE PRODUCT SERIES, INC.,
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT,
ALLIANCE CAPITAL MANAGEMENT, L.P.,
AND
HARTFORD LIFE INSURANCE COMPANY
TABLE OF CONTENTS
PAGE
----------------------------------------------------------------------------------------------------------------
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
ARTICLE XII. Mixed and Shared Funding
ARTICLE XIII. Distribution Payments
SCHEDULE A Separate Accounts and Contracts
SCHEDULE B Participating Series
SCHEDULE C Allocation of Expenses
2
AMENDED AND RESTATED
FUND
PARTICIPATION AGREEMENT
THIS AGREEMENT, effective as of this 1st day of March 2005 by and among HARTFORD
LIFE INSURANCE COMPANY ("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 (the "Separate Accounts"); Hartford Securities
Distribution Company, Inc. a Connecticut corporation ("Contracts Distributor");
AllianceBernstein Variable Products Series Fund, Inc, a Maryland Corporation
(the "Trust"); the principal underwriter with respect to the Contracts referred
to below; AllianceBernstein Investment Research and Management, Inc., a Delaware
Corporation (the "Distributor"); and Alliance Capital Management, L.P., a
Delaware limited partnership (the "Adviser").
WHEREAS, the parties have conducted business together pursuant to a Fund
Participation Agreement dated October 26, 2001; and
WHEREAS, the parties wish to amend and restate the October 26, 2001 Fund
Participation Agreement herein; and
WHEREAS, the Trust 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 Trust; and
WHEREAS, the Trust intends to make available Class B 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 as
investment media for those variable annuity contracts of Hartford listed in
SCHEDULE A; and
WHEREAS, the Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and any applicable state securities laws and
serves as the investment adviser to the Series; and
WHEREAS, Hartford 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 (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").
3
NOW, THEREFORE, in consideration of their mutual promises, Hartford, the Trust,
the Distributor and the Adviser agree as follows:
ARTICLE I. SERIES SHARES
1.1 The Trust 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 Trust 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 as of the close of business on each
Business Day.
A. For purposes of this Agreement, Hartford shall be the designee of the
Trust and Distributor for receipt of orders from each Separate
Account and receipt by Hartford constitutes receipt by the Trust,
provided that the Trust 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 Trust 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 Trustees of the Trust (the "Board"), acting in good faith and
in the exercise of its fiduciary responsibilities, may refuse to permit the
Trust 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 Trust and the Distributor agree that shares of the Trust 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 Trust
or any of its Series will be sold to the general public.
1.4 The Trust 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 Trust or its designee of the request for redemption.
A. For the purposes of this Agreement, Hartford shall be the designee of
the Trust for receipt of redemption requests from each Separate
Account and receipt by Hartford constitutes receipt by the Trust,
provided 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.
4
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.
B. In the event of net purchases, Hartford 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, the Trust 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 Trust 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). Hartford elects to reinvest all
such dividends and capital gain distributions in additional shares of that
Series. The Trust shall notify Hartford of the number of 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 to Hartford on a daily basis as soon as
reasonably practical after the net asset value per share is calculated. The
Trust shall use its 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 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 share, dividend or capital gain information shall be reported
promptly to Hartford upon discovery. The Trust 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 Trust's or its agents' material
miscalculation and/or incorrect reporting of the
5
daily net asset value, dividend rate or capital gains distribution
rate. The Trust 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 to
the Trust 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 Trust or its agents result in a gain
to Hartford, subject to the immediately following sentence, Hartford
shall immediately reimburse the Trust, the applicable Series or its
agents for any material losses incurred by the Trust, the applicable
Series or its agents as a result of the incorrect calculation. Should
a material miscalculation by the Trust or its agents result in a gain
Contract owners, Hartford will consult with the Trust or its designee
as to what reasonable efforts shall be made to recover the money and
repay the Trust, the applicable Series or its agents. Hartford shall
then make such reasonable effort, at the expense of the Trust or its
agents, to recover the money and repay the Trust, 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 Trust 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 Trust 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 Trust acknowledges and agrees that the Contracts may not give
Hartford the ability to restrict transfers and that Hartford does not
have the ability or desire to track, in real time, individual
transfers in omnibus accounts or in all Contracts.
B. The Trust agrees to notify Hartford of transfer activity that the
Trust deems to be Abusive Transfer activity. After receiving such
notice from the Trust, Hartford agrees that it will cooperate with
the Trust and Distributor to limit Abusive Transfers to the extent
permissible under the terms and conditions of Contract owner
prospectuses, Contracts and other governing laws. Further, Hartford
will, upon request, provide to the Trust or the Distributor such
information, subject to Hartford's privacy policies protecting
certain individual customer information, as they may consider
necessary or desirable to review the possible existence and extent of
Abusive Transfer activity. The Trust and Hartford agree to amend this
provision as mutually deemed to be necessary to reflect any
applicable law changes.
6
C. In the event the Trust implements restrictions on trading, market
timing policies, redemption fees, or any other trading policy or
procedure that is more restrictive and/or that conflicts, as
determined by Hartford in its reasonable discretion, with Hartford's
trading policies and procedures for the Variable Contracts, the Trust
will bear all expenses for closing the affected Series in the
Contracts.
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 trust
in accordance with the 1940 Act, unless exempt from such
registration.
E. Hartford represents that it believes, in good faith, that the
Contracts will be treated as annuity contract under applicable
provisions of the Code and that it will make every effort to maintain
such treatment. Hartford will notify the Trust and Distributor
immediately upon having a reasonable basis for believing that any of
the Contracts have ceased to be so treated or that they might not be
treated in the future.
2.2 The Trust 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.
D. The Trust is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required.
E. The Trust 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.
7
2.3 The Trust and the Adviser represent and warrant that:
A. Each Series 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 Trust and Adviser will make every
effort to maintain such qualification and that both will notify
Hartford immediately in writing upon having a reasonable basis for
believing that a Series has ceased to qualify or that a Series might
not qualify in the future.
B. The Trust is duly organized and validly existing under the laws of
the state of its organization.
C. The Trust does and will comply in all material respects with the 1940
Act.
D. The Trust 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
Trust 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 Trust and Hartford in material compliance with all applicable
laws and regulations.
ARTICLE III. PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY
STATEMENTS; VOTING
3.1 The Trust 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 Trust shall provide such documents in the form of camera-ready film,
computer diskettes or typeset electronic document files, all as Hartford may
reasonably request, and such other assistance as is reasonably necessary in
order for Hartford 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, 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.
8
3.2 The Trust or its designee will 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 Trust fails to provide Hartford with the required
notice, the Trust will reimburse Hartford for all reasonable expenses for
facilitating the changes and for notifying Contract owners.
3.3 The Trust will provide Hartford with copies of its proxy solicitations
applicable to the Series. Hartford 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, 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 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 Hartford shall furnish, or shall cause to be furnished, to the Trust prior
to use, each piece of sales literature or advertising prepared by Hartford in
which the Trust, the Adviser or the Distributor is described. No sales
literature or advertising will be used if the Trust, the Adviser, or the
Distributor reasonably objects to its use within ten (10) Business Days
following receipt by the Trust.
4.2 Hartford will not, without the permission of the Trust, make any
representations or statements on behalf of the Trust or concerning the Trust 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 Trust.
4.3 The Trust shall furnish, or shall cause to be furnished, to Hartford prior
to use, each piece of sales literature or advertising prepared by the Trust in
which Hartford, the Contracts or Separate Accounts, are described. No sales
literature or advertising will
9
be used if Hartford reasonably objects to its use within ten (10) Business Days
following receipt by Hartford.
4.4 Neither the Trust nor the Distributor nor the Adviser 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.
4.5. The Trust 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, 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 Hartford will provide to the Trust, upon the Trust'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.
ARTICLE V. DIVERSIFICATION
5.1 The Trust and the Adviser represent and warrant that, at all times, each
Series will comply with Section 817(h) of the Code and all regulations
thereunder, 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
Trust will notify Hartford immediately of such event and the Adviser will 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
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 is actually aware 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.
10
6.3 If it is determined by a majority of the Board, or a majority of its
independent Trustees, 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 Adviser 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
Adviser, the Trust 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 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 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 Trust for use in
11
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 Trust applicable to the Series (or any
amendment or supplement to any of the foregoing)
(collectively, "Trust 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 Trust
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
Trust 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 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 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 Trust, the Distributor or the Adviser,
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
12
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 Trust.
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
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 Trust, the Adviser, or
the Distributor by or on behalf of Hartford for use in Trust
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 Trust; or
13
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; or
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 material breach
of this Agreement by the Distributor.
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 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 Indemnification by the Adviser
A. The Adviser 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 7.3) against any
and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Adviser, 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
14
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
any Trust Documents 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 the Trust, the Adviser, or
the Distributor by or on behalf of Hartford for use in Trust
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 Adviser 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 Adviser or the Trust; or
4. Arise out of or result from any failure by the Adviser 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 Adviser in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Adviser.
B. The Adviser 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 Adviser 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 Adviser 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
15
Adviser of any such claim shall not relieve the Adviser 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 Adviser shall be entitled to participate, at its own
expense, in the defense thereof. The Adviser also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Adviser 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 Adviser 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 Adviser 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.
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 Hartford by written notice to the Trust, the Adviser
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 Trust 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
16
D. Termination by Hartford upon written notice to the Trust and the
Distributor 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 upon mutual written agreement of the parties to this
Agreement; or
9.2 Effect of Termination.
A. Notwithstanding any termination of this Agreement, the Trust 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 the Series, redeem
investments in the Series and invest in the Series 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 Trust
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.
9.3 Parties to Cooperate Respecting Termination
The other Parties hereto agree to cooperate with and give reasonable assistance
to Hartford in taking all necessary and appropriate steps for the purpose of
ensuring that the Separate Account owns no shares of a Portfolio after the Final
Termination Date with respect thereto.
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.
17
If to the Trust:
Alliance Variable Products Series, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxx, President and Chief Executive Officer
If to the Distributor:
AllianceBernstein Investment Research and Management, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx, Senior Vice President
If to the Adviser:
Alliance Capital Management, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxx, Executive Vice President
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
ARTICLE XI. 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
18
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.
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 Advisor agrees to consult in advance with Hartford concerning and
decision to elect or not to elect pursuant to Section 853 of the Code to pass
through the benefit of any foreign tax credits to the Fund's shareholders.
11.10 The Trust, Adviser, Hartford, Contracts Distributor, and Distributor each
agrees to cooperate with the others, as applicable, in arranging to print, mail
and/or deliver combined or coordinated prospectuses or other materials of the
Fund and Separate Account.
19
ARTICLE XII: MIXED AND SHARED FUNDING AGREEMENT
12.1 The Trust has obtained an order exempting it from certain provisions of the
1940 Act and rules thereunder so that the Series are available for investment by
certain other entities, including, without limitation, separate accounts funding
variable life insurance policies and separate accounts of insurance companies
unaffiliated with Hartford ("Mixed and Shared Funding Order"). The Parties
recognize that the SEC has imposed terms and conditions for such orders that are
substantially identical to many of the provisions of this Section 5.
12.2 The Trust agrees that its Board of Directors shall at all times consist of
directors a majority of whom are not interested persons of Adviser or
Distributor within the meaning of Section 2(a)(19) of the 1940 Act (the
"Disinterested Directors") with such exceptions as permitted by the Mixed and
Shared Funding Order.
12.3 The Trust agrees that its Board of Directors will monitor for the existence
of any material irreconcilable conflict between the interests of the
participants in all separate accounts of life insurance companies utilizing the
Series, including the Separate Account. Hartford agrees to inform the Board of
Directors of the Fund of the existence of or any potential for any such material
irreconcilable conflict of which it is aware. The concept of a "material
irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder,
but the Parties recognize that such a conflict may arise for a variety of
reasons, including, without limitation:
(a) an action by any state insurance or other regulatory authority;
(b) a change in applicable federal or state insurance, tax or securities
laws or regulations, or a public ruling, private letter ruling,
no-action or interpretative letter, or any similar action by
insurance, tax or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding;
(d) the manner in which the investments of any Portfolio are being
managed;
(e) a difference in voting instructions given by variable annuity
contract and variable life insurance contract participants or by
participants of different life insurance companies utilizing the
Series; or
(f) a decision by a life insurance company utilizing the Series to
disregard the voting instructions of participants.
Hartford will assist the Board of Directors in carrying out its responsibilities
by providing the Board of Directors with all information reasonably necessary
for the Board of Directors to consider any issue raised, including information
as to a decision by Hartford to disregard voting instructions of participants.
The obligations of the Hartford under this Section 5.3 will be carried out with
a view only to the interests of participants.
20
12.4 CONFLICT REMEDIES.
(a) It is agreed that if it is determined by a majority of the members
of the Board of Directors or a majority of the Disinterested
Directors that a material irreconcilable conflict exists, Hartford
and the other life insurance companies utilizing the Fund will, at
their own expense and to the extent reasonably practicable (as
determined by a majority of the Disinterested Directors), take
whatever steps are necessary to remedy or eliminate the material
irreconcilable conflict, which steps may include, but are not
limited to:
(i) withdrawing the assets allocable to some or all of the
separate accounts from the Series or any Portfolio and
reinvesting such assets in a different investment medium,
including another Portfolio of the Series, or submitting the
question whether such segregation should be implemented to a
vote of all affected participants and, as appropriate,
segregating the assets of any particular group (e.g., annuity
contract owners or participants, life insurance contract
owners or all contract owners and participants of one or more
life insurance companies utilizing the Series) that votes in
favor of such segregation, or offering to the affected
contract owners or participants the option of making such a
change; and
(ii) establishing a new registered investment company of the type
defined as a "Management Company" in Section 4(3) of the 1940
Act or a new separate account that is operated as a
Management Company.
(b) If the material irreconcilable conflict arises because of Hartford's
decision to disregard participant voting instructions and that
decision represents a minority position or would preclude a majority
vote, Hartford may be required, at the Trust's election, to withdraw
the Separate Account's investment in the Series. No charge or penalty
will be imposed as a result of such withdrawal. Any such withdrawal
must take place within six months after the Fund gives notice to
Hartford that this provision is being implemented, and until such
withdrawal Distributor and the Trust shall continue to accept and
implement orders by Hartford for the purchase and redemption of
shares of the Series.
(c) If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to Hartford
conflicts with the majority of other state regulators, then Hartford
will withdraw the Separate Account's investment in the Series within
six months after the Trust's Board of Directors informs Hartford
that it has determined that such decision has created a material
irreconcilable conflict, and until such withdrawal Distributor and
Fund shall continue to accept and implement orders by Hartford for
the purchase and redemption of shares of the Series.
(d) Hartford agrees that any remedial action taken by it in resolving any
material irreconcilable conflict will be carried out at its expense
and with a view only to the interests of participants.
21
(e) For purposes hereof, a majority of the Disinterested Directors will
determine whether or not any proposed action adequately remedies any
material irreconcilable conflict. In no event, however, will the
Trust or Distributor be required to establish a new funding medium
for any Contracts. Hartford will not be required by the terms hereof
to establish a new funding medium for any Contracts if an offer to
do so has been declined by vote of a majority of participants
materially adversely affected by the material irreconcilable
conflict.
12.5 The Trust will promptly make known in writing to Hartford the Board of
Directors' determination of the existence of a material irreconcilable conflict,
a description of the facts that give rise to such conflict and the implications
of such conflict.
12.6 Hartford and the Trust will at least annually submit to the Board of
Directors of the Fund such reports, materials or data as the Board of Directors
may reasonably request so that the Board of Directors may fully carry out the
obligations imposed upon it by the provisions hereof, and said reports,
materials and data will be submitted at any reasonable time deemed appropriate
by the Board of Directors. All reports received by the Board of Directors of
potential or existing conflicts, and all Board of Directors actions with regard
to determining the existence of a conflict, notifying life insurance companies
utilizing the Fund of a conflict, and determining whether any proposed action
adequately remedies a conflict, will be properly recorded in the minutes of the
Board of Directors or other appropriate records, and such minutes or other
records will be made available to the SEC upon request.
12.7 If, at any time during which the Trust is serving as an investment medium
for variable life insurance policies, 1940 Act Rules 6e-3(T) or, if applicable,
6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with
respect to mixed and shared funding, the Parties agree that they will comply
with the terms and conditions thereof and that the terms of this Section 5 shall
be deemed modified if and only to the extent required in order also to comply
with the terms and conditions of such exemptive relief that is afforded by any
of said rules that are applicable.
ARTICLE XIII: DISTRIBUTION PAYMENTS
13.1 During the term of this Agreement and subject to the conditions of this
Section 13, the Distributor will make payments to Hartford pursuant to a
distribution plan adopted by the Trust with respect to the Class B shares of the
Portfolios pursuant to Rule 12b-1 under the 1940 Act (the "Rule 12b-1 Plan") in
consideration of the Hartford's, or its affiliate, furnishing distribution
services relating to the Class B shares of the Portfolios and providing
administrative, accounting and other services, including personal service and/or
the maintenance of participant accounts, with respect to such shares. The
Distributor has no obligation to make any such payments under this Section 13,
and the Hartford waives any such payment, until the Distributor receives monies
therefor from the Trust. Any such payments made pursuant to this Section 13
shall be subject to the following terms and conditions:
22
(a) Any such payments shall be in such amounts as the Distributor may
from time to time advise Hartford in writing but in any event not in
excess of the amounts permitted by the Rule 12b-1 Plan. Such
payments may include a service fee in the amount of .25 of 1% per
annum of the average daily net assets of the Trust attributable to
the Class B shares of a Portfolio held by clients of the Contracts
Distributor. Any such service fee shall be paid solely for personal
service and/or the maintenance of participant accounts.
(b) The provisions of this Section 13 relate to a plan adopted by the
Trust pursuant to Rule 12b-1. In accordance with Rule 12b-1, any
person authorized to direct the disposition of monies paid or payable
by the Trust pursuant to this Section 13 shall provide the Trust's
Board of Directors, and the Directors shall review, at least
quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made.
(c) The provisions of this Section 13 shall remain in effect for not
more than a year and thereafter for successive annual periods only
so long as such continuance is specifically approved at least
annually in conformity with Rule 12b-1 and the 1940 Act. The
provisions of this Section 13 shall automatically terminate in the
event of the assignment (as defined by the 0000 Xxx) of this
Agreement, in the event the Rule 12b-1 Plan terminates or is not
continued or in the event this Agreement terminates or ceases to
remain in effect. In addition, the provisions of this Section 13 may
be terminated at any time, without penalty, by either the
Distributor or Hartford with respect to any Portfolio on not more
than 60 days' nor less than 30 days' written notice delivered or
mailed by registered mail, postage prepaid, to the other party.
(d) Payments made under this Section 13 will offset amounts owed by
Distributor to Hartford under the "Marketing and Services Agreement"
of even date herewith.
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
On its behalf and each Separate Account named in
Schedule A, as may be amended from time to time
By: /s/ Xxxxxx X. Arena, Jr
-----------------------------------
Name: Xxxxxx X. Arena, Jr
Its: Vice President
23
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
On its behalf and each Separate Account named in
Schedule A, as may be amended from time to time
By: /s/ Xxxxxx X. Xxx
-----------------------------------
Name: Xxxxxx X. Xxx
Its Chief Compliance Officer
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Name: Xxxx X. Xxxxx
Its President and Chief Executive
Officer
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxx
Its Senior Vice President
ALLIANCE CAPITAL MANAGEMENT, L.P.
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Name: Xxxx X. Xxxxx
Its Executive Vice President
24
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
SUBJECT TO THE
PARTICIPATION AGREEMENT
SEPARATE ACCOUNTS CONTRACTS
----------------------------------------------------------------------------------------------------------------
Hartford Life Insurance Company Separate Account Two XXXX00
XXXX00
Hartford Life and Annuity Insurance Company Separate Account Three HLNCDSC03
Hartford Life and Annuity Insurance Company Separate Account Three XXXXXXX00
HLVA94
25
SCHEDULE B
PORTFOLIOS OF ALLIANCE PRODUCTS SERIES FUND, INC.
SUBJECT TO THE
PARTICIPATION AGREEMENT
EFFECTIVE OCTOBER 26, 2001
Class B shares of Global Bond Portfolio of AllianceBernstein Variable Products
Series Fund, Inc.
Class B shares of Growth and Income Portfolio of AllianceBernstein Variable
Products Series Fund, Inc.
EFFECTIVE MAY 1, 2005
Class B shares of Balanced Wealth Portfolio of AllianceBernstein Variable
Products Series Fund, Inc.
Class B shares of Small/Mid Cap Value Portfolio of AllianceBernstein Variable
Products Series Fund, Inc.
Class B shares of Value Portfolio of AllianceBernstein Variable Products Series
Fund, Inc.
Class B shares of International Value Portfolio of AllianceBernstein Variable
Products Series Fund, Inc.
Class B shares of Global Research Growth Portfolio of AllianceBernstein Variable
Products Series Fund, Inc.
26
SCHEDULE C
ALLOCATION OF EXPENSES
PAID BY HARTFORD 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 supplements Printing Series prospectus and supplements for use with
for use with prospective Contract owners; existing Contract owners; or if requested by Hartford,
Printing Series prospectuses and supplements for use providing camera-ready film, computer diskettes or
with prospective Contract owners typeset electronic document files of 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 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 additional and statement of additional information to existing
information to existing Contract owners as required by Contract owners (1)
applicable law; Printing, mailing and distributing Series and Separate
Mailing and distributing Separate Account prospectuses Account supplements and other communications related to
and supplements to prospective Contract owners; fund substitutions, fund closings, fund mergers and other
Mailing and distributing Series prospectuses and similar fund transactions
supplements to prospective Contract owners
Text composition of any annual and semi-annual reports Text composition of annual and semi-annual reports of the
of the Separate Account, printing, mailing, and Series; printing, mailing, and distributing annual and
distributing any annual and semi-annual reports of the semi-annual reports of the Series to existing Contract
Separate Account owners (1)
Text composition, printing, mailing, distributing, and Text composition, printing, mailing, distributing, and
tabulation of proxy statements and voting instruction tabulation of proxy statements and voting instruction
solicitation materials to Contract owners with respect solicitation materials to Contract owners with respect to
to proxies sponsored by the Separate Accounts proxies sponsored by the Series or the Trust
(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, in combination with such documents of other fund companies.
In this case, the Trust'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 Series' documents as compared to the total page count
for the combined materials containing all other funds offered under the
Contracts.
27
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
Prior Day NAV
Ordinary Dividend Distribution
Ordinary Dividend Distribution Change from Prior Day
Small Cap Gain Distribution
Small Cap Gain Distribution Change from Prior Day
Large Cap Gain Distribution
Large Cap Gain Distribution Change from Prior Day
Pricing Contact Name and Phone Number
Distribution Data Contact Name and Phone Number
Emergency after hours Name & Phone Number
28
AMENDMENT NO. 1 TO
AMENDED AND RESTATED
PARTICIPATION AGREEMENT
The AMENDMENT is made and entered into as of the fifteenth (15th) day of
October, 2005, by and among HARTFORD LIFE INSURANCE COMPANY, a Connecticut stock
life insurance company ("Hartford") on its behalf and on behalf of each separate
account set forth on Schedule A (the "Separate Accounts"), HARTFORD SECURITIES
DISTRIBUTION COMPANY, INC. a Connecticut corporation ("Contracts Distributor"),
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUNDS, INC., a Maryland corporation,
(the "Trust"); ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC., a
Delaware Corporation (the "Distributor"); and ALLIANCE CAPITAL MANAGEMENT, L.
P., a Delaware limited partnership (the "Adviser") (collectively, the "Original
Parties") and Hartford Life and Annuity Insurance Company (together with the
Original Parties the "Parties").
WHEREAS, the Original Parties have agreed to make available series of the Trust
to be investment media for certain variable annuity contracts of Hartford under
an Amended and Restated
Participation Agreement dated March 1, 2005 (the
"Agreement");
WHEREAS, the Original Parties desire to amend the Agreement to make available
series of the Trust to be investment media for certain variable life insurance
contracts of Hartford;
WHEREAS, the Parties desire to amend the Agreement to add another party to the
Agreement, HARTFORD LIFE AND ANNUITY INSURANCE COMPANY, a Connecticut stock life
insurance company on its behalf and on behalf of the Separate Accounts set forth
on Schedule A;
NOW THEREFORE, in consideration of their mutual promises, the Parties agree as
follows:
The Hartford Life and Annuity Insurance Company shall become a Party to this
Agreement and all the rights and obligations set forth in the Agreement
regarding Hartford Life Insurance Company and its Separate Accounts listed on
Schedule A shall apply to Hartford Life and Annuity Insurance Company and its
Separate Accounts listed on Schedule A.
The Parties agree that Schedule A shall be amended and replaced by the attached
Schedule A.
1
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS SUBJECT TO THE AMENDED AND
RESTATED PARTICIPATION AGREEEMENT
HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNTS
Hartford Life Insurance Separate Account Two
Hartford Life Insurance Company Separate Account XX X
Xxxxxxxx Life Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account XX XX
CONTRACTS
HLVA03 HL-1544(98)
HLVA99 XXX-0000
XXXXXXX00 HL-14623
XXXXXXX00 XX-00000
XXXX00 XXX-0000
HL-15486(00) HL-14875
HL-15894(03) HL-15898(03)
HL-15471(99) HL-15904(03)
HV2025 (403(b) product)
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNTS
Hartford Life and Annuity Insurance Separate Account Two
Hartford Life and Annuity Insurance Company Separate Account XX X
Xxxxxxxx Life and Annuity Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account XX XX
CONTRACTS
HLVA03/HLAVA03 LA-1154(99)
HLVA99/HLAVA99 LA-1151(98)
HLNCDSC03/HLANCDSC03 XXX-1020
XXXXXXX00/HLANCDSC98 XX-0000(00).XXX-0000
XXXX00/XXXXX00 LA-1246(03)
LA-1200(02) HL-14875
LA-1158(00) HL-15898(03)
LA-1238(03) HL-15904(03)
2
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
EFFECTIVE: OCTOBER 15, 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 ITS BEHALF AND EACH
SEPARATE ACCOUNT NAMED IN SCHEDULE
A, AS MAY BE AMENDED FROM TIME TO
TIME
By: /s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title Exec. VP & Dir., ILD
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
By: /s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title Exec. VP & Dir, ILD
ALLIANCEBERNSTEIN VARIABLE
PRODUCTS SERIES, INC
By: /s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
Title President and CEO
ALLIANCEBERNSTEIN INVESTMENT
RESEARCH AND MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxx
Title Senior Vice President
ALLIANCE CAPITAL MANAGEMENT,
L.P., BY ALLIANCE CAPITAL MANAGEMENT CORPORATION, GENERAL PARTNER
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title Secretary
3
AMENDMENT NO. 2 TO
AMENDED AND RESTATED PARTICIPATION AGREEMENT
The AMENDMENT is made and entered into as of the first (1st) day of May, 2006,
by and among HARTFORD LIFE INSURANCE COMPANY AND HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY, each, a Connecticut stock life insurance company (together,
"The Hartford") on its behalf and on behalf of each separate account set forth
on Schedule A (the "Separate Accounts"), HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC. a Connecticut corporation ("Contracts Distributor"),
ALLIANCEBERNSTEIEN VARIABLE PRODUCTS SERIES FUNDS, INC., a Maryland Corporation,
(the "Trust"); ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC., a
Delaware Corporation (the "Distributor"); and ALLIANCE CAPITAL MANAGEMENT, L.P.,
a Delaware limited partnership (the "Adviser") (collectively, the "Original
Parties").
WHEREAS, the Original Parties have agreed to make available series of the Trust
to be investment media for certain variable annuity contracts of The Hartford
under an Amended and Restated Participation Agreement dated March 1, 2005 (the
"Agreement");
WHEREAS, the Original Parties have agreed to make available series of the Trust
to be investment media for certain variable life insurance contracts of The
Hartford under Amendment No. 1 of the Amended and Restated Participation
Agreement dated October 15, 2005.
WHEREAS, the Original Parties desire to amend the Agreement to make available
series of the Trust to be investment media for certain variable annuity and
variable life insurance contracts of The Hartford;
NOW THEREFORE, in consideration of their mutual promises, the Parties agree as
follows:
The Parties agree that Schedule A shall be amended and replaced by the attached
Schedule A.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
EFFECTIVE: MAY 1, 2006
IN WITNESS WHEREOF, the undersigned have hereunto set their respective hands and
seals as of the date first above written.
1
HARTFORD LIFE INSURANCE
COMPANY, ON ITS BEHALF AND EACH
SEPARATE ACCOUNT NAMED IN SCHEDULE
A, AS MAY BE AMENDED FROM TIME TO
TIME
By: [ILLEGIBLE]
Name:
Title
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
By: [ILLEGIBLE]
Name:
Title
ALLIANCEBERNSTEIN VARIABLE
PRODUCT SERIES, INC
By: [ILLEGIBLE]
Name:
Title
ALLIANCEBERNSTEIN INVESTMENT
RESEARCH AND MANAGEMENT, INC.
By: [ILLEGIBLE]
Name:
Title
ALLIANCE CAPITAL MANAGEMENT,
L.P.
By: [ILLEGIBLE]
Name:
Title
2
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS SUBJECT TO THE AMENDED AND
RESTATED PARTICIPATION AGREEEMENT
HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNTS
Hartford Life Insurance Separate Account Two
Hartford Life Insurance Company Separate Account XX X
Xxxxxxxx Life Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account XX XX
CONTRACTS
HLVA03 HL-15441(98)
HLVA99 XXX-0000
XXXXXXX00 HL-14623
XXXXXXX00 HL-13865
HLVA94
HL-15486(00) HL-14875
HL-15894(03) HL-15898(03)
HL-15471(99) HL-15904(03)
HL-15420 (403(b)) HV-1452-0
HV-1499-0(403(b))
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNTS
Hartford Life and Annuity Insurance Separate Account Two
Hartford Life and Annuity Insurance Company Separate Account XX X
Xxxxxxxx Life and Annuity Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account XX XX
CONTRACTS
HLVA 03/HLAVA03 LA-1154(99)
HLVA99/HLAVA99 LA-1151(98)
HLNCDSCO 3/HLANCDSC03 XXX-1020
XXXXXXX00/HLANCDSC98 LA-1240(03).XXX-1098
HLVA94/HLAVA94 LA-1246(03)
LA-1200(02) HL-14875
LA-1158(00) HL-15898(03)
LA-1238(03) HL-15904(03)
3
AMENDMENT TO
FUND PARTICIPATION AGREEMENT
THIS AMENDMENT, effective as of this 19th day of April 2007 by and among
Hartford Life Insurance Company for and on behalf of itself and those separate
accounts listed below ("Company"): AllianceBernstein Variable Products Series
Fund, Inc. ("Trust"); AllianceBernstein Investments, Inc. (formerly Alliance
Fund Distributors, Inc. and AllianceBernstein Investment and Research
Management, Inc. ("Distributor"); and AllianceBernstein L.P. (formerly Alliance
Capital Management, L.P.) ("Adviser").
RECITALS
WHEREAS, the above captioned entities are parties to that certain Fund
Participation Agreement(s) dated March 1, 2005, as amended (collectively, the
"Agreement"); and
WHEREAS, the parties desire to amend the Agreement in order to reflect and
automatically update the information set forth in REVISED SCHEDULE A.
NOW, THEREFORE, in consideration of the covenants and agreements herein stated,
the parties mutually agree that the Agreement be, and hereby is amended, as
follows:
1. The Agreement, and any applicable schedules, hereby are amended to reflect
the information set forth in Revised Schedule A attached hereto and made a part
hereof. Revised 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 class 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.
2. Trust registration statement supplements shall be supplied by the
Distributor in final form to the Company prior to or contemporaneously with the
filing thereof with the Securities and Exchange Commission; time being of the
essence. The Distributor recognizes that the Company issues Contract
prospectuses on a May 1st calendar year and therefore any supplements issued off
cycle result in additional costs and expenses, including special handling fees.
Notwithstanding anything possibly to the contrary, neither the Company, nor its
affiliates, shall be responsible for any losses, claims, damages, liabilities
(including regulatory fines, penalties and other amounts paid in settlement
disputes) arising in connection with any delay or non-timeliness of supplements
delivered to Contract owners as a result of the failure or inability to comply
with the foregoing requirements. The Adviser and the Distributor will make their
best efforts to 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. The Distributor shall promptly reimburse the Company, upon the Company's
request, for its costs associated with trust registration statement supplements.
The Distributor will calculate the payment contemplated and will make such
payment to the Company within 30 days thereafter. Each payment will be
accompanied by a statement showing the calculation of the amounts payable and
such other supporting data as may be reasonably requested by the
1
Company. The Distributor agrees to use best efforts to resolve any billing
discrepancy detected by the Company and remit any corrective payment upon
demand.
4. The parties hereby mutually agree to use their best efforts to seek an
amicable solution to any controversy or dispute regarding the subject matter
hereof. Any unresolved controversy, claim or dispute shall be submitted to
non-binding arbitration in accordance with the Commercial Rules of the American
Arbitration Association and judgment upon any such award may be entered in any
court having jurisdiction thereof. 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, granting injunctive relief or demanding specific
performance. 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.
5. This Amendment may be modified or amended, and the terms of this Amendment
may be waived, only by a writing signed by the parties.
6. Except as hereinabove provided, all other terms and conditions set forth in
the Agreement shall be and remain in full force and effect. To the extent the
terms of this Amendment conflict with the terms of the Agreement, the terms of
this Amendment shall control.
7. This Amendment shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns.
8. This Amendment may be executed in one or more counterparts each of which,
when taken together, shall constitute a single instrument.
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 its behalf and each of their respective separate accounts
named in Schedule A, as amended.
By: [ILLEGIBLE]
------------------------------------------------------------
Its Senior Vice President
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
By: [ILLEGIBLE]
------------------------------------------------------------
Its
2
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: [ILLEGIBLE]
------------------------------------------------------------
Its
ALLIANCEBERNSTEIN L.P.
By: [ILLEGIBLE]
------------------------------------------------------------
Its
3
Schedule A
SEPARATE ACCOUNTS:
Hartford Life Insurance Company Separate Account Two
Hartford Life Insurance Company Separate Account Two, DC Variable Account II
Hartford Life Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account XX X
Xxxxxxxx Life Insurance Company Separate Account XX XX
PRODUCTS FUNDED BY SEPARATE ACCOUNTS:
The Director M
Director M Platinum
AmSouth Variable Annuity M
The Director M Select
The Huntington Director M
Fifth Third Director M
Xxxxx Fargo Director M
Classic Director M
Director M Ultra
Director M Access
The Director M Edge
The Director M Plus
AmSouth Variable Annuity M Plus
The Director M Select Plus
The Director M Outlook
Director M Platinum Outlook
AmSouth Variable Annuity M Outlook
The Director M Select Outlook
Huntington Director M Outlook
Xxxxx Fargo Director M Outlook
Classic Director M Outlook
The Director Choice Series III and IIIR
The Director Choice Access Series II and IIR
The Director Choice Series II and IIR
The Director Choice Access Series I and IR
Group Variable Annuity Contracts (Xxxxxxx and White)
The Director Choice
Stag Accumulator Variable Universal Life Series 1.5
Stag Accumulator Variable Universal Life Series I
Stag Protector Variable Universal Life Series 1.5
Stag Protector Variable Universal Life Series I
Stag Variable Life Last Survivor II Series II
Stag Variable Life Last Survivor II Series I
Stag Variable Life Last Survivor Series I
Stag Variable Life Series I
4
Stag Variable Life Artisan Series I
Stag Accumulator II Variable Universal Life
Stag Protector II Variable Universal Life
Hartford Quantum Life
Hartford Quantum II
Hartford Variable Universal Life Last Survivor
5
AMENDMENT TO
FUND PARTICIPATION AGREEMENT
THIS AMENDMENT, effective as of this 19th day of April, 2007 by and among
Hartford Life and Annuity Insurance Company for and on behalf of itself and
those separate accounts listed below ("Company"); AllianceBernstein Variable
Products Series Fund, Inc. ("Trust"); AllianceBernstein Investments, Inc.
(formerly Alliance Fund Distributors, Inc. and AllianceBernstein Investment and
Research Management, Inc.) ("Distributor"); and AllianceBernstein L.P. (formerly
Alliance Capital Management, L.P.) ("Adviser").
RECITALS
WHEREAS, the above captioned entities are parties to that certain Fund
Participation Agreement(s) dated March 1, 2005, as amended (collectively, the
"Agreement"); and
WHEREAS, the parties desire to amend the Agreement in order to reflect and
automatically update the information set forth in REVISED SCHEDULE A.
NOW, THEREFORE, in consideration of the covenants and agreements herein stated,
the parties mutually agree that the Agreement be, and hereby is amended, as
follows:
1. The Agreement, and any applicable schedules, hereby are amended to reflect
the information set forth in Revised Schedule A attached hereto and made a part
hereof. Revised 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 class 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.
2. Trust registration statement supplements shall be supplied by the
Distributor in final form to the Company prior to or contemporaneously with the
filing thereof with the Securities and Exchange Commission; time being of the
essence. The Distributor recognizes that the Company issues Contract
prospectuses on a May 1st calendar year and therefore any supplements issued off
cycle result in additional costs and expenses, including special handling fees.
Notwithstanding anything possibly to the contrary, neither the Company, nor its
affiliates, shall be responsible for any losses, claims, damages, liabilities
(including regulatory fines, penalties and other amounts paid in settlement
disputes) arising in connection with any delay or non-timeliness of supplements
delivered to Contract owners as a result of the failure or inability to comply
with the foregoing requirements. The Adviser and the Distributor will make their
best efforts to 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. The Distributor shall promptly reimburse the Company, upon the Company's
request, for its costs associated with trust registration statement supplements
The Distributor will calculate the payment contemplated and will make such
payment to the Company within 30 days thereafter. Each payment will be
accompanied by a statement showing the calculation of the
1
amounts payable and such other supporting data as may be reasonably requested by
the Company. The Distributor agrees to use best efforts to resolve any billing
discrepancy detected by the Company and remit any corrective payment upon
demand.
4. The parties hereby mutually agree to use their best efforts to seek an
amicable solution to any controversy or dispute regarding the subject matter
hereof. Any unresolved controversy, claim or dispute shall be submitted to
non-binding arbitration in accordance with the Commercial Rules of the American
Arbitration Association and judgment upon any such award may be entered in any
court having jurisdiction thereof. 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, granting injunctive relief or demanding specific
performance. 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.
5. This Amendment may be modified or amended, and the terms of this Amendment
may be waived, only by a writing signed by the parties.
6. Except as hereinabove provided, all other terms and conditions set forth in
the Agreement shall be and remain in full force and effect. To the extent the
terms of this Amendment conflict with the terms of the Agreement, the terms of
this Amendment shall control.
7. This Amendment shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns.
8. This Amendment may be executed in one or more counterparts each of which,
when taken together, shall constitute a single instrument.
IN WITNESS WHEREOF, the undersigned have hereunto set their respective hands and
seals as of the date first above written.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
On its behalf and each of their respective separate accounts
named in Schedule A, as amended.
By: [ILLEGIBLE]
------------------------------------------------------------
Its Senior Vice President
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
By: [ILLEGIBLE]
------------------------------------------------------------
Its
2
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: [ILLEGIBLE]
------------------------------------------------------------
Its
ALLIANCEBERNSTEIN L.P.
By: [ILLEGIBLE]
------------------------------------------------------------
Its
3
Schedule A
SEPARATE ACCOUNT
Hartford Life and Annuity Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account XX X
Xxxxxxxx Life and Annuity Insurance Company Separate Account XX XX
PRODUCT FUNDED BY SEPARATE ACCOUNT
The Director M
Xxxxx Fargo Director M
Director M Access
The Director M Edge
The Director M Plus
The Director M Outlook
Xxxxx Fargo Director M Outlook
Stag Wall Street Variable Universal Life Series II
Stag Wall Street Variable Universal Life Series I
Stag Accumulator Variable Universal Life Series 1.5
Stag Accumulator Variable Universal Life Series I
Stag Protector Variable Universal Life Series 1.5
Stag Protector Variable Universal Life Series I
Stag Variable Life Last Survivor II Series II
Stag Variable Life Last Survivor II Series I
Stag Variable Life Last Survivor Series I
Stag Variable Life Series I
Stag Accumulator II Variable Universal Life
Stag Protector II Variable Universal Life
Hartford Quantum Life
Hartford Quantum II
Hartford Variable Universal Life Last Survivor
4
AMENDMENT NO. 4
PARTICIPATION AGREEMENT
The Fund Participation Agreement (the "Agreement"), dated March 1, 2005, as
amended, by and among Hartford Life Insurance Company and Hartford Life and
Annuity Insurance Company (together, "The Hartford"), Hartford Securities
Distribution Company, Inc., AllianceBernstein Variable Product Series Funds,
Inc. (the "Trust"), AllianceBernstein Investments, Inc. (the "Distributor"), and
AllianceBernstein, L.P. (the "Adviser"), is hereby amended as follows:
1. SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED
WITH THE ATTACHED SCHEDULE A.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: May 1, 2008
HARTFORD LIFE INSURANCE COMPANY ALLIANCEBERNSTEIN VARIABLE PRODUCT
SERIES FUNDS, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxx X. Xxxxx
Its: Executive Vice President Its: Executive Vice President
Date: June 12, 2008 Date:
1
HARTFORD LIFE AND ANNUITY INSURANCE ALLIANCEBERNSTEIN INVESTMENTS, INC.
COMPANY
By its authorized officer, By its authorized officer,
By: [ILLEGIBLE] By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- ----------------------------------
Name: Name: Xxxxxxx X. Xxxxxxx
Its: Its: Managing Director
Date: Date:
ALLIANCEBERNSTEIN, L.P.
By its authorized officer,
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Its: Executive Vice President
Date:
2
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS SUBJECT PARTICIPATION
AGREEMENT
SEPARATE ACCOUNTS
Hartford Life Insurance Company Separate Account Two
Hartford Life Insurance Company Separate Account Two, DC Variable Account II
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 XX X
Xxxxxxxx Life Insurance Company Separate Account XX XX
Hartford Life Insurance Company Separate Account XX XX
PRODUCTS FUNDED BY SEPARATE ACCOUNTS:
Hartford Leaders Series IV
Hartford Leaders Edge Series IV
The Director
The Director M
Director M Platinum
AmSouth Variable Annuity M
The Director M Select
The Huntington Director M
Xxxxx Fargo Director M
Classic Director M
Director M Ultra
Director M Access
The Director M Edge
The Director M Plus
AmSouth Variable Annuity M Plus
The Director M Select Plus
The Director M Outlook
Director M Platinum Outlook
AmSouth Variable Annuity M Outlook
The Director M Select Outlook
Huntington Director M Outlook
Xxxxx Fargo Director M Outlook
Classic Director M Outlook
The Director Choice Series III and IIIR
The Director Choice Access Series II and IIR
The Director Choice Series II and IIR
The Director Choice Access Series I and IR
3
The Director Choice
Stag Accumulator Variable Universal Life Series 1.5
Stag Accumulator Variable Universal Life Series I
Stag Protector Variable Universal Life Series 1.5
Stag Protector Variable Universal Life Series I
Stag Variable Life Last Survivor II Series II
Stag Variable Life Last Survivor II Series I
Stag Variable Life Last Survivor Series I
Stag Variable Life Series I
Stag Variable Life Artisan Series I
Stag Accumulator II Variable Universal Life
Stag Protector II Variable Universal Life
Hartford Quantum Life
Hartford Quantum II
Hartford Variable Universal Life Last Survivor
Stag Wall Street Variable Universal Life Series II
Stag Wall Street Variable Universal Life Series I
Hartford Leaders Variable Universal Life Liberty
Hartford Leaders Variable Universal Life Legacy
4
AMENDMENT NO. 5
PARTICIPATION AGREEMENT
The Fund Participation Agreement (the "Agreement"), dated March 1, 2005, as
amended, by and among Hartford Life Insurance Company and Hartford Life and
Annuity Insurance Company (together, "The Hartford"), Hartford Securities
Distribution Company, Inc., AllianceBernstein Variable Product Series Funds,
Inc. (the "Trust"), AllianceBernstein Investments, Inc. (the "Distributor"), and
AllianceBernstein, L.P. (the "Adviser"), is hereby amended as follows:
1. SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED
WITH THE ATTACHED SCHEDULE A.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: October 19, 2009
HARTFORD LIFE INSURANCE COMPANY ALLIANCEBERNSTEIN VARIABLE PRODUCT
SERIES FUNDS, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
Its: Executive Vice President Its: Assistant Secretary
Date: 10/6/09 Date: 9/29/09
1
HARTFORD LIFE AND ANNUITY INSURANCE ALLIANCEBERNSTEIN INVESTMENTS, INC.
COMPANY
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx
Its: Executive Vice President Its: Assistant Secretary
Date: 10/6/09 Date: 9/29/09
ALLIANCEBERNSTEIN, L.P.
By its authorized officer,
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Its: Assistant Secretary
Date: 9/29/09
2
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS SUBJECT PARTICIPATION
AGREEMENT
SEPARATE ACCOUNTS
Hartford Life Insurance Company Separate Account Two
Hartford Life Insurance Company Separate Account Two, DC Variable Account II
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 XX X
Xxxxxxxx Life Insurance Company Separate Account XX XX
Hartford Life Insurance Company Separate Account XX XX
PRODUCTS FUNDED BY SEPARATE ACCOUNTS:
Hartford Leaders V
Hartford Leaders Series IV
Hartford Leaders Edge Series IV
The Director
The Director M
Director M Platinum
AmSouth Variable Annuity M
The Director M Select
The Huntington Director M
Xxxxx Fargo Director M
Classic Director M
Director M Ultra
Director M Access
The Director M Edge
The Director M Plus
AmSouth Variable Annuity M Plus
The Director M Select Plus
The Director M Outlook
Director M Platinum Outlook
AmSouth Variable Annuity M Outlook
The Director M Select Outlook
Huntington Director M Outlook
Xxxxx Fargo Director M Outlook
Classic Director M Outlook
The Director Choice Series III and IIIR
The Director Choice Access Series II and IIR
The Director Choice Series II and IIR
3
The Director Choice Access Series I and IR
The Director Choice
Stag Accumulator Variable Universal Life Series 1.5
Stag Accumulator Variable Universal Life Series I
Stag Protector Variable Universal Life Series 1.5
Stag Protector Variable Universal Life Series I
Stag Variable Life Last Survivor II Series II
Stag Variable Life Last Survivor II Series I
Stag Variable Life Last Survivor Series I
Stag Variable Life Series I
Stag Variable Life Artisan Series I
Stag Accumulator II Variable Universal Life
Stag Protector II Variable Universal Life
Hartford Quantum Life
Hartford Quantum II
Hartford Variable Universal Life Last Survivor
Stag Wall Street Variable Universal Life Series II
Stag Wall Street Variable Universal Life Series I
Hartford Leaders Variable Universal Life Liberty
Hartford Leaders Variable Universal Life Legacy
4
AMENDMENT NO. 6
PARTICIPATION AGREEMENT
The Fund Participation Agreement (the "Ageement"), dated March 1, 2005, as
amended, by and among Hartford Life Insurance Company and Hartford Life and
Annuity Insurance Company (together, "Hartford"), Hartford Securities
Distribution Company, Inc., AllianceBernstein Variable Product Series Funds,
Inc. (the "Trust"), AllianceBernstein Investments, Inc. (the "Distributor"), and
AllianceBernstein, L.P. (the "Adviser"), is hereby amended as follows:
1. Schedule A to the Agreement is hereby deleted in its entirety and replaced
with the attached Schedule A.
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
HARTFORD LIFE INSURANCE COMPANY ALLIANCEBERNSTEIN VARIABLE
PRODUCT SERIES FUNDS, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxx
Its: Vice President Product & Its: Assistant Secretary
Marketing
Date: 4-29-11 Date: 11/19/2011
1
HARTFORD LIFE AND ANNUITY ALLIANCEBERNSTEIN INVESTMENTS, INC.
INSURANCE COMPANY
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx
Its: Vice President Product & Its: Assistant Secretary
Marketing
Date: 4-29-11 Date: 4/19/2011
HARDFORD SECURITIES ALLIANCEBERNSTEIN, L.P.
DISTRIBUTED COMPANY, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx
Its: Vice President Product & Its: Assistant Secretary
Marketing
Date: 4-29-11 Date: 4/19/2011
2
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS SUBJECT PARTICIPATION
AGREEMENT
SEPARATE ACCOUNTS
Hartford Life Insurance Company Separate Account Two
Hartford Life Insurance Company Separate Account Two, DC Variable Account II
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 XX X
Xxxxxxxx Life Insurance Company Separate Account XX XX
Hartford Life Insurance Company Separate Account XX XX
PRODUCTS FUNDED BY SEPARATE ACCOUNTS:
Hartford's Personal Retirement Manager - All Series
Hartford Leaders V
Hartford Leaders Series IV
Hartford Leaders Edge Series IV
The Director
The Director M
Director M Platinum
AmSouth Variable Annuity M
The Director M Select
The Huntington Director M
Xxxxx Fargo Director M
Classic Director M
Director M Ultra
Director M Access
The Director M Edge
The Director M Plus
AmSouth Variable Annuity M Plus
The Director M Select Plus
The Director M Outlook
Director M Platinum Outlook
AmSouth Variable Annuity M Outlook
The Director M Select Outlook
Huntington Director M Outlook
Xxxxx Fargo Director M Outlook
Classic Director M Outlook
The Director Choice Series III and IIIR
The Director Choice Access Series II and IIR
3
The Director Choice Series II and IIR
The Director Choice Access Series I and IR
The Director Choice
Stag Accumulator Variable Universal Life Series 1.5
Stag Accumulator Variable Universal Life Series I
Stag Protector Variable Universal Life Series 1.5
Stag Protector Variable Universal Life Series I
Stag Variable Life Last Survivor II Series II
Stag Variable Life Last Survivor II Series I
Stag Variable Life Last Survivor Series I
Stag Variable Life Series I
Stag Variable Life Artisan Series I
Stag Accumulator II Variable Universal Life
Stag Protector II Variable Universal Life
Hartford Quantum Life
Hartford Quantum II
Hartford Variable Universal Life Last Survivor
Stag Wall Street Variable Universal Life Series II
Stag Wall Street Variable Universal Life Series I
Hartford Leaders Variable Universal Life Liberty
Hartford Leaders Variable Universal Life Legacy
4
