XXXXXX XXXXXXX
XXXXXX XXXXXXX
ASSET MANAGEMENT INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XXX XXXX 00000
(212) 762-4000
July 30, 1997
ITT Hartford Life and Annuity Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Dear Xx. Xxxxxxxx:
As you know, we have entered into a participation agreement (the "Participation
Agreement") among Xxxxxx Xxxxxxx Universal Funds, Inc. (the "Fund"), Xxxxxx
Xxxxxxx Asset Management Inc., Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP, Xxxxxx Xxxxxxx &
Co., Incorporated and ITT Hartford Life and Annuity Insurance Company (the
"Company"), dated July 30, 1997, providing for the purchase by the Company of
shares of the Fund for its separate accounts to fund variable life insurance
contracts and variable annuity contracts.
As consideration for various fund-related administrative services that the
Company will provide in connection with the issuance of variable annuity
contracts and variable life insurance policies, we will pay to the Company,
during the term of the Participation Agreement, an annual fee of .15% of the
assets invested in the then offered portfolios of the Fund under the variable
annuity contracts and variable life insurance policies sold by the Company
(excluding all assets invested during the guarantee (free look) periods
available under the contracts). We acknowledge that the fund-related
administrative services to be provided by the Company (such as shareholder
communication, record keeping and postage expenses) are ones for which we, or
our affiliates, as investment advisers and administrators to the Fund, would
otherwise bear the cost directly.
Payment will be made on a quarterly basis during the month following the end of
each quarter.
If you agree to the foregoing, please sign the enclosed copy of this letter and
return it to Xxxxx Xxxxx at Xxxxxx Xxxxxxx Asset Management Inc., 0000 Xxxxxx xx
xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sincerely,
Xxxxxx Xxxxxxx Asset Management Inc.
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Director
Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Director
AGREED
ITT Hartford Life and Annuity Insurance Company*
By: Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
------------
* Renamed Hartford Life and Annuity Insurance Company, effective January 1,
1998.
2
XXXXXX XXXXXXX & CO. INCORPORATED
ADMINISTRATIVE SERVICE AGREEMENT
This ADMINISTRATIVE SERVICE AGREEMENT ("Agreement") is made and entered into as
of this 1st day of May, 2003, by and between Xxxxxx Xxxxxxx & Co. Incorporated
(the "Distributor"), Hartford Life Insurance Company and Hartford Life and
Annuity Insurance Company (each a "Company").
WHEREAS, the Distributor is the principal underwriter of The Universal
Institutional Funds, Inc. (the "Fund"), an open-end investment company that
serves as an investment vehicle for separate accounts established by insurance
companies; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
Insurance Company, dated April 1, 1998, as may be amended from time to time (the
"Participation Agreement"), providing for the purchase by the Company of shares
of certain series of the Fund ("Portfolios") on behalf of its separate
account(s) to fund certain variable life and annuity contracts ("Contracts"),
each as specified in the Participation Agreement; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
and Annuity Insurance Company, dated July 30, 1997, as may be amended from time
to time (the "Participation Agreement"), providing for the purchase by the
Company of shares of certain series of the Fund ("Portfolios") on behalf of its
separate account(s) to fund certain variable life and annuity contracts
("Contracts"), each as specified in the Participation Agreement; and
WHEREAS, the Fund has adopted a Plan of Distribution pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended, relating to Class II
Shares of the Portfolios (the "Plan"), as described in the Portfolios' Class II
Shares Prospectus and Statement of Additional Information; and
WHEREAS, the Plan authorizes the Distributor to enter into administrative
service agreements (such as this Agreement) with organizations selected by the
Distributor (such as the Company) whereby the Distributor may make payments to
each Company at a specified rate in consideration of administrative related
services rendered.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Distributor and each Company agree as follows:
1. The Distributor agrees to pay a fee to the Company with respect to Class II
Shares of a Portfolio, in accordance with Section 2 below, for providing
administrative related services in connection with Contract owner accounts (the
"Service Activities") as described in the Plan. The Service Activities may
include, without limitation: (a) responding to customer inquiries; (b) providing
information to customers with respect to their investment in Class II Shares of
a Portfolio; and (c) servicing the account of each client or customer who has an
investment in
Class II Shares of a Portfolio. The Company acknowledges that it is responsible
for all costs and expenses associated with the provision of the Service
Activities hereunder.
2. Subject to the Company's continuing compliance with its obligations pursuant
to Section 1 above, the Distributor will pay a fee to the Company for providing
the Service Activities, during the term of the Participation Agreement, at an
annual rate of 0.05% of the average daily net assets invested in Class II Shares
of the then offered Portfolios under the Contracts identified in Exhibit A
hereto (excluding all assets invested during the right to cancel (free look)
periods available under the Contracts) (the "Service Fee"). Payment will be made
on a quarterly basis during the month following the end of each quarter and
shall be prorated for any portion of such period during which this Agreement is
in effect for less than the full quarter. The Service Fee will be calculated
based on the average daily net assets invested in Class II Shares of the
applicable Portfolio(s) under the Contracts over a quarter (which shall be
computed by totaling daily balances during the quarter and dividing such total
by the actual days in the quarter). The Distributor will not be required to pay
the Service Fee with respect to assets invested in Class II Shares of a
Portfolio upon the termination of the Plan with respect to Class II Shares of
the Portfolio. If, at any time, the fee payable by the Fund under the Plan with
respect to Class II Shares of the Portfolio is reduced, the Distributor will not
be required to pay the service fee to the extent of the reduction.
3. It is understood and agreed that the Distributor, acting reasonably and in
good faith, may make final and binding determinations as to the Company's
continuing compliance under Section 1 above and as to the specific amount of the
Company's assets invested in Class II Shares of the Portfolios that will be
considered in determining the Service Fee.
4. The Company and the Distributor acknowledge that the Fund maintains the
right, at any time and without notice to the Company, to amend its current
Prospectus, Statement of Additional Information or the Plan subject to the terms
thereof. The Distributor agrees to provide prompt notice to the Company of any
termination of the Plan or reduction in the fees payable by the Fund under the
Plan. In the event the Plan is terminated or the fee payable by the Fund under
the Plan is reduced, the parties agree to discuss, in good faith, alternative
fee arrangements.
5. Each Company represents and agrees that it will maintain and preserve all
records as required by law to be maintained and preserved in connection with
providing the Service Activities, and will otherwise comply with all laws, rules
and regulations applicable to such Service Activities.
6. The Company agrees to provide copies of all historical records relating to
the Company's provision of the Service Activities in accordance with this
Agreement, and all written communications and other related materials regarding
the Fund or a Portfolio to or from Contract owners, as reasonably requested by
the Distributor or its representatives (which representatives may include,
without limitation, the auditors or legal counsel of the Fund or the
Distributor) to enable the Distributor, the Fund or their respective
representatives to monitor and review the Service Activities provided by the
Company, or comply with any request of the Board of
2
Trustees or "disinterested" Trustees of the Fund, or a governmental body or a
self-regulatory organization.
7. The Company agrees that it will permit the Distributor, the Fund or their
respective representatives to have reasonable access to the Company's personnel
and records in order to facilitate the monitoring of the quality of the Service
Activities.
8. The Company hereby agrees to notify the Distributor promptly if for any
reason it is unable to perform fully and promptly any of its obligations under
this Agreement.
9. This Agreement may be amended only by mutual consent of the parties hereto
in writing and will terminate: (i) upon mutual agreement of the parties hereto,
(ii) upon thirty (30) days advance written notice by either party delivered to
the other party, or (iii) automatically upon the termination of the
Participation Agreement, except with respect to Existing Contracts, as defined
in Section 10.2 of the Participation Agreement, investing in Class II Shares of
the Portfolios, provided that the Company continues to perform the Service
Activities with respect to such Existing Contracts.
10. The provisions, construction, validity and effect of this Agreement will be
construed in accordance with and governed by the laws of NewYork.
3
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Tax ID:
Company Address:
City, State, Zip:
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Tax ID:
Company Address:
City, State, Zip:
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
c/x Xxxxxx Xxxxxxx Investment Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
4
EXHIBIT A
SEPARATE ACCOUNT AND DATE
ESTABLISHED BY BOARD OF DIRECTORS FORM NUMBERS NAME OF CONTRACT FUND PARTICIPATION AGREEMENT
--------------------------------------------------------------------------------------------------------
Separate Account Three HL-VA99 Hartford Select Leaders HLIC PA dated 4/1/98
Established June 22, 1994 HL-VA03 Variable Annuity;
Series II of Hartford
Select Leaders Variable
Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX HL-1544(98) Hartford Select Leaders HLIC PA dated 4/1/98
Established September 30, 1994 (NY) Last Survivor -- Variable
Universal Life Insurance
Separate Account Three XXX-VA99 Hartford Select Leaders HLAIC PA dated 7/30/97
Established June 22, 1994 LA-VA03 Variable Annuity;
Series II of Hartford
Select Leaders Variable
Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX LA-1151(98) Hartford Select Leaders HLAIC PA dated 7/30/97
Established September 30, 1994 Last Survivor -- Variable
Universal Life Insurance
5
Investment Management
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
[LOGO]
Xxxxxx Xxxxxxx
May 1, 2003
Xx. Xxxxxxx X. Xxxxxx
Vice President
Hartford Life
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Administrative Services Agreement -- The Universal Institutional Funds, Inc.
Dear Xx. Xxxxxx:
As you know, Xxxxxx Xxxxxxx Investment Management Inc. and The Universal
Institutional Funds, Inc. (the "Fund") have entered into certain participation
agreements (as identified on Exhibit A hereto) with Hartford Life Insurance
Company and Hartford Life and Annuity Insurance Company (the "Companies"), as
each may be amended from time to time (together, the "Participation
Agreements"), providing for the purchase by the Companies of shares of certain
series of the Fund ("Portfolios") on behalf of their respective separate
account(s) to fund certain variable life insurance and variable annuity
contracts ("Contracts"), as specified in each Participation Agreement.
As consideration for various fund-related administrative services that the
Companies will provide in connection with the issuance of certain of the
Contracts ("Administrative Services"), we will pay to the Companies, during the
term of the applicable Participation Agreement, an annual fee of 0.25% and 0.20%
of the average daily net assets invested in Class I Shares and Class II Shares,
respectively, of the then offered Portfolios under the Contracts identified in
Exhibit B hereto (excluding all assets invested during the right to cancel (free
look) periods available under such Contracts). Such fees shall continue to be
paid to the Companies after the termination of a Participation Agreement with
respect to a Portfolio for so long as the designated Contract assets under that
Participation Agreement are invested in the Portfolio, provided such continued
payment is permitted in accordance with applicable law and regulation. We
acknowledge that the Administrative Services to be provided by the Companies
(such as shareholder communication, record keeping and postage expenses) are
ones for which we, or our affiliates, as investment adviser and administrator to
the Fund, would otherwise bear the cost directly.
Payment will be made on a quarterly basis during the month following the end of
each calendar quarter and shall be prorated for any portion of such period
during which this letter agreement is in effect for less than the full quarter.
The fee will be calculated based on the average daily net assets invested in
Class I and Class II Shares of the applicable Portfolio(s) under the Contracts
over a calendar quarter (which shall be computed by totaling daily balances
during the quarter and dividing such total by the actual days in the quarter).
The Companies each represent and agree that they will maintain and preserve all
records as required by law to be maintained and preserved in connection with
providing the Administrative Services, and will otherwise comply with all laws,
rules and regulations applicable to such services. The Companies each further
agree to provide copies of any such records maintained and preserved, as
reasonably requested by us or our representatives, to enable us or the Fund to
monitor and review the Administrative Services provided by each of the
Companies, or comply with any request of the Board of the Fund, or a
governmental body or a self-regulatory organization.
This Administrative Services Agreement may be amended only upon mutual consent
of the parties hereto in writing and will terminate: (i) upon mutual agreement
of the parties hereto, (ii) upon sixty (60) days advance written notice by any
party delivered to the other parties, or (iii) automatically upon termination or
assignment (as such term is defined in the Investment Company Act of 1940) of a
Participation Agreement (and only with respect to the terminated or assigned
Participation Agreement, respectively). Notwithstanding any termination of this
Administrative Services Agreement, Xxxxxx Xxxxxxx Investment Management Inc.
will continue to pay the fees as set forth in this Administrative Services
Agreement so long as Contract assets are invested in a Portfolio, provided such
continued payment is permitted in accordance with applicable law and regulation.
This Administrative Services Agreement shall supercede and replace any prior fee
arrangements or agreements between Xxxxxx Xxxxxxx Investment Management Inc. and
the Companies relating to assets invested in the Fund pursuant to the
Participation Agreements, including, but not limited to, the Administrative
Services Agreement between such parties dated July 15, 2002.
2
If you agree to the foregoing, please sign the enclosed copies of this letter
and return them to Xxxxxxxx Xxxxx Yu at Xxxxxx Xxxxxxx Investment Management
Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sincerely,
Xxxxxx Xxxxxxx Investament Management Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director
AGREED and ACCEPTED: AGREED and ACCEPTED:
Hartford Life Insurance Company Hartford Life and Annuity Insurance
Company
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------------ ------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Vice President Title: Vice President
3
EXHIBIT A
1. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx Investment
Management Inc. (formerly Xxxxxx Xxxxxxx Asset Management Inc.), Xxxxxx Xxxxxxx
Investments LP (formerly Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life and Annuity Insurance Company (formerly ITT
Hartford Life and Annuity Insurance Company), effective July 30, 1997, as
amended from time to time ("HLAIC PA dated 7/30/97").
2. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx Investment
Management Inc. (formerly Xxxxxx Xxxxxxx Asset Management Inc.), Xxxxxx Xxxxxxx
Investments LP (formerly Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life Insurance Company, effective April 1, 1998, as
amended from time to time ("HLIC PA dated 4/1/98").
3. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life Insurance Company, effective January 1, 1997, as
amended from time to time ("HLIC PA dated 1/1/97").
4
EXHIBIT B
CLASS I SHARES PAYMENT
SEPARATE ACCOUNT AND DATE FORM
ESTABLISHED BY BOARD OF DIRECTORS NUMBERS NAME OF CONTRACT FUND PARTICIPATION AGREEMENT
--------------------------------------------------------------------------------------------------------------------
Separate Account Three XXX-VA99 Hartford Select Leaders HLAICPA dated 7/30/97
Established June 22, 1994 LA-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX LA-1151(98) Hartford Select Leaders Last HLAIC PA dated 7/30/97
Established September 30, 1994 Survivor -- Variable Universal
Life Insurance
ICMG Registered Variable Life Life GVL95(P)/(C) Group Flexible Premium HLAIC PA dated 7/30/97
Separate Account One Variable Life Insurance
Established October 9, 1995 Policy/ Certificate
Separate Account Three HL-VA99 Hartford Select Leaders HLIC PA dated 4/1/98
Established June 22, 1994 HL-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX HL- Hartford Select Leaders Last HLIC PA dated 4/1/98
Established September 30, 1994 1544(98)(NY) Survivor -- Variable Universal
Life Insurance
ICMG Registered Variable Life GVL95(P)/(C) Group Variable Life Insurance HLIC PA dated 1/1/97
Separate Account A and HL- Policy/Certificate
Established April 14, 1998 GVL95(P)(NY)
ICMG Series III-B Separate Account GVL-93(P) Group Variable Life Insurance HLIC PA dated 1/1/97
Established February 8, 1996 Policy
5
EXHIBIT B
CLASS II SHARES PAYMENT
SEPARATE ACCOUNT AND DATE FORM
ESTABLISHED BY BOARD OF DIRECTORS NUMBERS NAME OF CONTRACT FUND PARTICIPATION AGREEMENT
--------------------------------------------------------------------------------------------------------------------
Separate Account Three XXX-VA99 Hartford Select Leaders HLAIC PA dated 7/30/97
Established June 22, 1994 LA-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX LA-1151(98) Hartford Select Leaders Last HLAIC PA dated 7/30/97
Established September 30, 1994 Survivor -- Variable Universal
Life Insurance
Separate Account Three HL-VA99 Hartford Select Leaders HLIC PA dated 4/1/98
Established June 22, 1994 HL-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX HL- Hartford Select Leaders Last HLIC PA dated 4/1/98
Established September 30, 1994 1544(98)(NY) Survivor -- Variable Universal
Life Insurance
6
XXXXXX XXXXXXX & CO. INCORPORATED
ADMINISTRATIVE SERVICE AGREEMENT
This ADMINISTRATIVE SERVICE AGREEMENT ("Agreement") is made and entered into as
of this 1st day of October, 2004, by and between Xxxxxx Xxxxxxx & Co.
Incorporated (the "Distributor"), Hartford Life Insurance Company and Hartford
Life and Annuity Insurance Company (each a "Company").
WHEREAS, the Distributor is the principal underwriter of The Universal
Institutional Funds, Inc. (the "Fund"), an open-end investment company that
serves as an investment vehicle for separate accounts established by insurance
companies; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
Insurance Company, dated April 1, 1998, as may be amended from time to time (the
"Participation Agreement"), providing for the purchase by the Company of shares
of certain series of the Fund ("Portfolios") on behalf of its separate
account(s) to fund certain variable life and annuity contracts ("Contracts"),
each as specified in the Participation Agreement; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
and Annuity Insurance Company, dated July 30, 1997, as may be amended from time
to time (the "Participation Agreement"), providing for the purchase by the
Company of shares of certain series of the Fund ("Portfolios") on behalf of its
separate account(s) to fund certain variable life and annuity contracts
("Contracts"), each as specified in the Participation Agreement; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
Insurance Company, dated January 1, 1997, as may be amended from time to time
(the "Participation Agreement"), providing for the purchase by the Company of
shares of certain series of the Fund ("Portfolios") on behalf of its separate
account(s) to fund certain variable life and annuity contracts ("Contracts"),
each as specified in the Participation Agreement; and
WHEREAS, the Fund has adopted a Plan of Distribution pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended, relating to Class II
Shares of the Portfolios (the "Plan"), as described in the Portfolios' Class II
Shares Prospectus and Statement of Additional Information; and
WHEREAS, the Plan authorizes the Distributor to enter into administrative
service agreements (such as this Agreement) with organizations selected by the
Distributor (such as the Company) whereby the Distributor may make payments to
each Company at a specified rate in consideration of administrative related
services rendered.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Distributor and each Company agree as follows:
1. The Distributor agrees to pay a fee to the Company with respect to Class II
Shares of a Portfolio, in accordance with Section 2 below, for providing
administrative related services in connection with Contract owner accounts (the
"Service Activities") as described in the Plan. The Service Activities may
include, without limitation: (a) responding to customer inquiries; (b) providing
information to customers with respect to their investment in Class II Shares of
a Portfolio; and (c) servicing the account of each client or customer who has an
investment in Class II Shares of a Portfolio. The Company acknowledges that it
is responsible for all costs and expenses associated with the provision of the
Service Activities hereunder.
2. Subject to the Company's continuing compliance with its obligations pursuant
to Section 1 above, the Distributor will pay a fee to the Company for providing
the Service Activities, during the term of the Participation Agreement, at the
following annual rates of the average daily net assets invested in Class II
Shares of the then offered Portfolios under the Contracts identified in Exhibit
A hereto (excluding all assets invested during the right to cancel (free look)
periods available under the Contracts) (the "Service Fee"):
Core Plus Fixed Income Portfolio -- 0.25%
Equity Growth Portfolio -- 0.25%
Equity and Income Portfolio -- 0.05%
Global Franchise Portfolio -- 0.05%
Small Company Growth Portfolio -- 0.05%*
------------
* Closed to new products effective July 30, 2004.
Payment will be made on a quarterly basis during the month following the end of
each quarter and shall be prorated for any portion of such period during which
this Agreement is in effect for less than the full quarter. The Service Fee will
be calculated based on the average daily net assets invested in Class II Shares
of the applicable Portfolio(s) under the Contracts over a quarter (which shall
be computed by totaling daily balances during the quarter and dividing such
total by the actual days in the quarter). The Distributor will not be required
to pay the Service Fee with respect to assets invested in Class II Shares of a
Portfolio upon the termination of the Plan with respect to Class II Shares of
the Portfolio. If, at any time, the fee payable by the Fund under the Plan with
respect to Class II Shares of the Portfolio is reduced, the Distributor will not
be required to pay the service fee to the extent of the reduction.
3. It is understood and agreed that the Distributor, acting reasonably and in
good faith, may make final and binding determinations as to the Company's
continuing compliance under Section 1 above and as to the specific amount of the
Company's assets invested in Class II Shares of the Portfolios that will be
considered in determining the Service Fee.
4. The Company and the Distributor acknowledge that the Fund maintains the
right, at any time and without notice to the Company, to amend its current
Prospectus, Statement of Additional Information or the Plan subject to the terms
thereof. The Distributor agrees to provide prompt notice to the Company of any
termination of the Plan or reduction in the fees payable by the Fund under the
Plan. In the event the Plan is terminated or the fee payable by the Fund under
2
the Plan is reduced, the parties agree to discuss, in good faith, alternative
fee arrangements.
5. Each Company represents and agrees that it will maintain and preserve all
records as required by law to be maintained and preserved in connection with
providing the Service Activities, and will otherwise comply with all laws, rules
and regulations applicable to such Service Activities.
6. The Company agrees to provide copies of all historical records relating to
the Company's provision of the Service Activities in accordance with this
Agreement, and all written communications and other related materials regarding
the Fund or a Portfolio to or from Contract owners, as reasonably requested by
the Distributor or its representatives (which representatives may include,
without limitation, the auditors or legal counsel of the Fund or the
Distributor) to enable the Distributor, the Fund or their respective
representatives to monitor and review the Service Activities provided by the
Company, or comply with any request of the Board of Trustees or "disinterested"
Trustees of the Fund, or a governmental body or a self-regulatory organization.
7. The Company agrees that it will permit the Distributor, the Fund or their
respective representatives to have reasonable access to the Company's personnel
and records in order to facilitate the monitoring of the quality of the Service
Activities.
8. The Company hereby agrees to notify the Distributor promptly if for any
reason it is unable to perform fully and promptly any of its obligations under
this Agreement.
9. This Agreement may be amended only by mutual consent of the parties hereto
in writing and will terminate: (i) upon mutual agreement of the parties hereto,
(ii) upon thirty (30) days advance written notice by either party delivered to
the other party, or (iii) automatically upon the termination of the
Participation Agreement, except with respect to Existing Contracts, as defined
in Section 10.2 of the Participation Agreement, investing in Class II Shares of
the Portfolios, provided that the Company continues to perform the Service
Activities with respect to such Existing Contracts.
10. The provisions, construction, validity and effect of this Agreement will be
construed in accordance with and governed by the laws of NewYork.
3
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
Tax ID: 00-0000000
Company Address: 000 Xxxxxxxxx xx
Xxxx, Xxxxx, Xxx: Xxxxxxxx, XX 00000
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
Tax ID: 00-0000000
Company Address: 000 Xxxxxxxxx xx
Xxxx, Xxxxx, Xxx: Xxxxxxxx, XX 00000
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
c/x Xxxxxx Xxxxxxx Investment Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
4
EXHIBIT A
SEPARATE ACCOUNT AND DATE
ESTABLISHED BY BOARD OF DIRECTORS FORM NUMBERS NAME OF CONTRACT FUND PARTICIPATION AGREEMENT
--------------------------------------------------------------------------------------------------------------------------
Separate Account Three HL-VA99 Hartford Select Leaders Variable HLIC PA dated 4/1/98
Established June 22, 1994 HL-VA03 Annuity;
Series II of Hartford Select Leaders
Variable Annuity;
Series III of Hartford Select Leaders
Variable Annuity;
Hartford Select Leaders Outlook Variable
Annuity
Separate Account XX XX HL- Hartford Select Leaders Last Survivor -- HLIC PA dated 4/1/98
Established September 30, 1994 1544(98)(NY) Variable Universal Life Insurance
Separate Account Three XXX-VA99 Hartford Select Leaders Variable HLAIC PA dated 7/30/97
Established June 22, 1994 LA-VA03 Annuity;
Series II of Hartford Select Leaders
Variable Annuity;
Series III of Hartford Select Leaders
Variable Annuity;
Hartford Select Leaders Outlook Variable
Annuity
Separate Account XX XX LA-1151(98) Hartford Select Leaders Last Survivor -- HLAIC PA dated 7/30/97
Established September 30, 1994 Variable Universal Life Insurance
ICMG Series VII IVL-99(P) Individual Variable Life Insurance HLIC PA dated 1/1/97
Separate Account Policy
Established April 1, 1999
5
Investment Management
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
[LOGO]
XXXXXX XXXXXXX
October 1, 2004
Mr. Xxxxxxx Xxxxx
Senior Vice President
Hartford Life
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Administrative Services Agreement -- The Universal Institutional Funds, Inc.
Dear Xx. Xxxxx:
As you know, Xxxxxx Xxxxxxx Investment Management Inc. and The Universal
Institutional Funds, Inc. (the "Fund") have entered into certain participation
agreements (as identified on Exhibit A hereto) with Hartford Life Insurance
Company and Hartford Life and Annuity Insurance Company (the "Companies"), as
each may be amended from time to time (together, the "Participation
Agreements"), providing for the purchase by the Companies of shares of certain
series of the Fund ("Portfolios") on behalf of their respective separate
account(s) to fund certain variable life insurance and variable annuity
contracts ("Contracts"), as specified in each Participation Agreement.
As consideration for various fund-related administrative services that the
Companies will provide in connection with the issuance of certain of the
Contracts ("Administrative Services"), we will pay to the Companies, during the
term of the applicable Participation Agreement, at the following annual rates of
the average daily net assets invested in Class I Shares and Class II Shares,
respectively, of the then offered Portfolios under the Contracts identified in
Exhibit B hereto (excluding all assets invested during the right to cancel (free
look) periods available under such Contracts):
Core Plus Fixed Income Portfolio (Class I Shares) -- 0.25%
Emerging Markets Debt Portfolio (Class I Shares) -- 0.25%
Emerging Markets Equity Portfolio (Class I Shares) -- 0.25%
Equity Growth Portfolio (Class I Shares) -- 0.25%
Global Value Equity Portfolio (Class I Shares) -- 0.25%
High Yield Portfolio (Class I Shares) -- 0.25%
Mid Cap Growth Portfolio (Class I Shares) -- 0.25%
Technology Portfolio (Class I Shares) -- 0.25%
U.S. Mid Cap Value Portfolio (Class I Shares) -- 0.25%
U.S. Real Estate Portfolio (Class I Shares) -- 0.25%
Value Portfolio (Class I Shares) -- 0.25%
Core Plus Fixed Income Portfolio (Class II Shares) -- 0.20%
Equity Growth Portfolio (Class II Shares) -- 0.20%
Equity and Income Portfolio (Class II Shares) -- 0.40%
Global Franchise Portfolio (Class II Shares) -- 0.40%
Small Company Growth Portfolio (Class II Shares) -- 0.40%*
------------
* Closed to new products effective July 30, 2004
Such fees shall continue to be paid to the Companies after the termination of a
Participation Agreement with respect to a Portfolio for so long as the
designated Contract assets under that Participation Agreement are invested in
the Portfolio, provided such continued payment is permitted in accordance with
applicable law and regulation. We acknowledge that the Administrative Services
to be provided by the Companies (such as shareholder communication, record
keeping and postage expenses) are ones for which we, or our affiliates, as
investment adviser and administrator to the Fund, would otherwise bear the cost
directly.
Payment will be made on a quarterly basis during the month following the end of
each calendar quarter and shall be prorated for any portion of such period
during which this letter agreement is in effect for less than the full quarter.
The fee will be calculated based on the average daily net assets invested in
Class I and Class II Shares of the applicable Portfolio(s) under the Contracts
over a calendar quarter (which shall be computed by totaling daily balances
during the quarter and dividing such total by the actual days in the quarter).
The Companies each represent and agree that they will maintain and preserve all
records as required by law to be maintained and preserved in connection with
providing the Administrative Services, and will otherwise comply with all laws,
rules and regulations applicable to such services. The Companies each further
agree to provide copies of any such records maintained and preserved, as
reasonably requested by us or our representatives, to enable us or the Fund to
monitor and review the Administrative Services provided by each of the
Companies, or comply with any request of the Board of the Fund, or a
governmental body or a self-regulatory organization.
2
EXHIBIT A
1. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx Investment
Management Inc. (formerly Xxxxxx Xxxxxxx Asset Management Inc.), Xxxxxx Xxxxxxx
Investments LP (formerly Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life and Annuity Insurance Company (formerly ITT
Hartford Life and Annuity Insurance Company), effective July 30, 1997, as
amended from time to time ("HLAIC PA dated 7/30/97").
2. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx Investment
Management Inc. (formerly Xxxxxx Xxxxxxx Asset Management Inc.), Xxxxxx Xxxxxxx
Investments LP (formerly Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life Insurance Company, effective April 1, 1998, as
amended from time to time ("HLIC PA dated 4/1/98").
3. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life Insurance Company, effective January 1, 1997, as
amended from time to time ("HLIC PA dated 1/1/97").
4
EXHIBIT B
CLASS I SHARES PAYMENT
SEPARATE ACCOUNT AND DATE FORM
ESTABLISHED BY BOARD OF DIRECTORS NUMBERS NAME OF CONTRACT FUND PARTICIPATION AGREEMENT
------------------------------------------------------------------------------------------------------------------
Separate Account Three XXX-VA99 Hartford Select Leaders HLAIC PA dated 7/30/97
Established June 22, 1994 LA-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Series III of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX LA-1151(98) Hartford Select Leaders Last HLAIC PA dated 7/30/97
Established September 30, 1994 Survivor -- Variable Universal
Life Insurance
ICMG Registered Variable Life GVL95(P)/(C) Group Flexible Premium HLAIC PA dated 7/30/97
Separate Account One Established Variable Life Insurance
October 9, 1995 Policy/ Certificate
Separate Account Three HL-VA99 Hartford Select Leaders HLIC PA dated 4/1/98
Established June 22, 1994 HL-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Series III of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX HL- Hartford Select Leaders Last HLIC PA dated 4/1/98
Established September 30, 1994 1544(98)(NY) Survivor -- Variable Universal
Life Insurance
ICMG Registered Variable Life GVL95(P)/(C) Group Variable Life Insurance HLIC PA dated 1/1/97
Separate Account A and HL- Policy/Certificate
Established April 14, 1998 GVL95(P)(NY)
ICMG Series II GVL-93(P) Group Variable Life Insurance HLIC PA dated 1/1/97
Separate Account IVL-97(P) Policy
Established November 15, 1993 Individual Variable Life
Insurance Policy
ICMG Series III-B GVL-93(P) Group Variable Life Insurance HLIC PA dated 1/1/97
Separate Account IVL-97(P) Policy
Established February 8, 1996 Individual Variable Life
Insurance Policy
ICMG Series IV Separate Account GVL-93(P) Group Variable Life Insurance HLIC PA dated 1/1/97
Established April 17, 1995 IVL-97(P) Policy Individual Variable
Life Insurance Policy
5
EXHIBIT B
CLASS II SHARES PAYMENT
SEPARATE ACCOUNT AND DATE FORM NAME OF CONTRACT FUND PARTICIPATION AGREEMENT
ESTABLISHED BY BOARD OF NUMBERS
DIRECTORS
---------------------------------------------------------------------------------------------------------------
Separate Account Three XXX-VA99 Hanford Select Leaders HLAIC PA dated 7/30/97
Established June 22, 1994 LA-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Series III of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX LA-1151(98) Hartford Select Leaders Last HLAIC PA dated 7/30/97
Established September 30, 1994 Survivor -- Variable Universal
Life Insurance
Separate Account Three HL-VA99 Hartford Select Leaders HLIC PA dated 4/1/98
Established June 22, 1994 HL-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Series III of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX HL-1544(98)(NY) Hartford Select Leaders Last HLIC PA dated 4/1/98
Established September 30, 1994 Survivor -- Variable Universal
Life Insurance
ICMG Series VII Separate IVL-99(P) Individual Variable Life HLIC PA dated 1/1/97
Account Established April 1, Insurance Policy
1999
6
XXXXXX XXXXXXX & CO. INCORPORATED
ADMINISTRATIVE SERVICE AGREEMENT
This ADMINISTRATIVE SERVICE AGREEMENT ("Agreement") is made and entered into as
of this 1st day of January, 2005, by and between Xxxxxx Xxxxxxx & Co.
Incorporated (the "Distributor"), Hartford Life Insurance Company and Hartford
Life and Annuity Insurance Company (each a "Company").
WHEREAS, the Distributor is the principal underwriter of The Universal
Institutional Funds, Inc. (the "Fund"), an open-end investment company that
serves as an investment vehicle for separate accounts established by insurance
companies; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
Insurance Company, dated April 1, 1998, as may be amended from time to time (the
"Participation Agreement"), providing for the purchase by the Company of shares
of certain series of the Fund ("Portfolios") on behalf of its separate
account(s) to fund certain variable life and annuity contracts ("Contracts"),
each as specified in the Participation Agreement; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
and Annuity Insurance Company, dated July 30, 1997, as may be amended from time
to time (the "Participation Agreement"), providing for the purchase by the
Company of shares of certain series of the Fund ("Portfolios") on behalf of its
separate account(s) to fund certain variable life and annuity contracts
("Contracts"), each as specified in the Participation Agreement; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
Insurance Company, dated January 1, 1997, as may be amended from time to time
(the "Participation Agreement"), providing for the purchase by the Company of
shares of certain series of the Fund ("Portfolios") on behalf of its separate
account(s) to fund certain variable life and annuity contracts ("Contracts"),
each as specified in the Participation Agreement; and
WHEREAS, the Fund has adopted a Plan of Distribution pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended, relating to Class II
Shares of the Portfolios (the "Plan"), as described in the Portfolios' Class II
Shares Prospectus and Statement of Additional Information; and
WHEREAS, the Plan authorizes the Distributor to enter into administrative
service agreements (such as this Agreement) with organizations selected by the
Distributor (such as the Company) whereby the Distributor may make payments to
each Company at a specified rate in consideration of administrative related
services rendered.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Distributor and each Company agree as follows:
1. The Distributor agrees to pay a fee to the Company with respect to Class II
Shares of a Portfolio, in accordance with Section 2 below, for providing
administrative related services in connection with Contract owner accounts (the
"Service Activities") as described in the Plan. The Service Activities may
include, without limitation: (a) responding to customer inquiries; (b) providing
information to customers with respect to their investment in Class II Shares of
a Portfolio; and (c) servicing the account of each client or customer who has an
investment in Class II Shares of a Portfolio. The Company acknowledges that it
is responsible for all costs and expenses associated with the provision of the
Service Activities hereunder.
2. Subject to the Company's continuing compliance with its obligations pursuant
to Section 1 above, the Distributor will pay a fee to the Company for providing
the Service Activities, during the term of the Participation Agreement, at the
following annual rates of the average daily net assets invested in Class II
Shares of the then offered Portfolios under the Contracts identified in Exhibit
A hereto (excluding all assets invested during the right to cancel (free look)
periods available under the Contracts) (the "Service Fee"):
Core Plus Fixed Income Portfolio -- 0.25%
Equity Growth Portfolio -- 0.25%
Equity and Income Portfolio -- 0.05%
Global Franchise Portfolio -- 0.05%
Small Company Growth Portfolio -- 0.05%*
------------
* Closed to new products effective July 30, 2004.
Payment will be made on a quarterly basis during the month following the end of
each quarter and shall be prorated for any portion of such period during which
this Agreement is in effect for less than the full quarter. The Service Fee will
be calculated based on the average daily net assets invested in Class II Shares
of the applicable Portfolio(s) under the Contracts over a quarter (which shall
be computed by totaling daily balances during the quarter and dividing such
total by the actual days in the quarter). The Distributor will not be required
to pay the Service Fee with respect to assets invested in Class II Shares of a
Portfolio upon the termination of the Plan with respect to Class II Shares of
the Portfolio. If, at any time, the fee payable by the Fund under the Plan with
respect to Class II Shares of the Portfolio is reduced, the Distributor will not
be required to pay the service fee to the extent of the reduction.
3. It is understood and agreed that the Distributor, acting reasonably and in
good faith, may make final and binding determinations as to the Company's
continuing compliance under Section 1 above and as to the specific amount of the
Company's assets invested in Class II Shares of the Portfolios that will be
considered in determining the Service Fee.
4. The Company and the Distributor acknowledge that the Fund maintains the
right, at any time and without notice to the Company, to amend its current
Prospectus, Statement of Additional Information or the Plan subject to the terms
thereof. The Distributor agrees to provide prompt notice to the Company of any
termination of the Plan or reduction in the fees payable by the Fund under the
Plan. In the event the Plan is terminated or the fee payable by the Fund under
2
the Plan is reduced, the parties agree to discuss, in good faith, alternative
fee arrangements.
5. Each Company represents and agrees that it will maintain and preserve all
records as required by law to be maintained and preserved in connection with
providing the Service Activities, and will otherwise comply with all laws, rules
and regulations applicable to such Service Activities.
6. The Company agrees to provide copies of all historical records relating to
the Company's provision of the Service Activities in accordance with this
Agreement, and all written communications and other related materials regarding
the Fund or a Portfolio to or from Contract owners, as reasonably requested by
the Distributor or its representatives (which representatives may include,
without limitation, the auditors or legal counsel of the Fund or the
Distributor) to enable the Distributor, the Fund or their respective
representatives to monitor and review the Service Activities provided by the
Company, or comply with any request of the Board of Trustees or "disinterested"
Trustees of the Fund, or a governmental body or a self-regulatory organization.
7. The Company agrees that it will permit the Distributor, the Fund or their
respective representatives to have reasonable access to the Company's personnel
and records in order to facilitate the monitoring of the quality of the Service
Activities.
8. The Company hereby agrees to notify the Distributor promptly if for any
reason it is unable to perform fully and promptly any of its obligations under
this Agreement.
9. This Agreement may be amended only by mutual consent of the parties hereto
in writing and will terminate: (i) upon mutual agreement of the parties hereto,
(ii) upon thirty (30) days advance written notice by either party delivered to
the other party, or (iii) automatically upon the termination of the
Participation Agreement, except with respect to Existing Contracts, as defined
in Section 10.2 of the Participation Agreement, investing in Class II Shares of
the Portfolios, provided that the Company continues to perform the Service
Activities with respect to such Existing Contracts.
10. The provisions, construction, validity and effect of this Agreement will be
construed in accordance with and governed by the laws of NewYork.
3
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
Tax ID: 00-0000000
Company Address: 000 Xxxxxxxxx Xx.
Xxxx, Xxxxx, Xxx: Xxxxxxxx, XX 00000
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
Tax ID: 00-0000000
Company Address: 000 Xxxxxxxxx Xx.
Xxxx, Xxxxx, Xxx: Xxxxxxxx, XX 00000
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
c/x Xxxxxx Xxxxxxx Investment Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
4
EXHIBIT A
SEPARATE ACCOUNT AND DATE
ESTABLISHED BY BOARD OF DIRECTORS FORM NUMBERS NAME OF CONTRACT FUND PARTICIPATION AGREEMENT
--------------------------------------------------------------------------------------------------------------------------
Separate Account Three HL-VA99 Hartford Select Leaders Variable HLIC PA dated 4/1/98
Established June 22, 1994 HL-VA03 Annuity;
Series II of Hartford Select Leaders
Variable Annuity;
Series III of Hartford Select Leaders
Variable Annuity;
Hartford Select Leaders Outlook Variable
Annuity
Separate Account XX XX HL-1544(98)(NY) Hartford Select Leaders Last Survivor -- HLIC PA dated 4/1/98
Established September 30, 1994 Variable Universal Life Insurance
Separate Account Three XXX-VA99 Hartford Select Leaders Variable HLAIC PA dated 7/30/97
Established June 22, 1994 LA-VA03 Annuity;
Series II of Hartford Select Leaders
Variable Annuity;
Series III of Hartford Select Leaders
Variable Annuity;
Hartford Select Leaders Outlook Variable
Annuity
Separate Account XX XX LA-1151(98) Hartford Select Leaders Last Survivor -- HLAIC PA dated 7/30/97
Established September 30, 1994 Variable Universal Life Insurance
Hartford Life Insurance Company IVL-99(P) Individual Variable Life Insurance HLIC PA dated 1/1/97
PPVUL I Separate Account Policy
Established January 28, 2005
Hartford Life Insurance Company IVA-04P Individual Variable Annuity Contract HLIC PA dated 1/1/97
PPVA I Separate Account
Established January 31, 2005
5
January 1, 2005
Mr. Xxxxxxx Xxxxx
Senior Vice President
Hartford Life
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Administrative Services Agreement -- The Universal Institutional Funds, Inc.
Dear Xx. Xxxxx:
As you know, Xxxxxx Xxxxxxx Investment Management Inc. and The Universal
Institutional Funds, Inc. (the "Fund") have entered into certain participation
agreements (as identified on Exhibit A hereto) with Hartford Life Insurance
Company and Hartford Life and Annuity Insurance Company (the "Companies"), as
each may be amended from time to time (together, the "Participation
Agreements"), providing for the purchase by the Companies of shares of certain
series of the Fund ("Portfolios") on behalf of their respective separate
account(s) to fund certain variable life insurance and variable annuity
contracts ("Contracts"), as specified in each Participation Agreement.
As consideration for various fund-related administrative services that the
Companies will provide in connection with the issuance of certain of the
Contracts ("Administrative Services"), we will pay to the Companies, during the
term of the applicable Participation Agreement, at the following annual rates of
the average daily net assets invested in Class I Shares and Class II Shares,
respectively, of the then offered Portfolios under the Contracts identified in
Exhibit B hereto (excluding all assets invested during the right to cancel (free
look) periods available under such Contracts):
Core Plus Fixed Income Portfolio (Class I Shares) -- 0.25%
Emerging Markets Debt Portfolio (Class I Shares) -- 0.25%
Emerging Markets Equity Portfolio (Class I Shares) -- 0.25%
Equity Growth Portfolio (Class I Shares) -- 0.25%
Global Value Equity Portfolio (Class I Shares) -- 0.25%
High Yield Portfolio (Class I Shares) -- 0.25%
Mid Cap Growth Portfolio (Class I Shares) -- 0.25%
Money Market Portfolio (Class I Shares) -- 0.10%
Technology Portfolio (Class I Shares) -- 0.25%
U.S. Mid Cap Value Portfolio (Class I Shares) -- 0.25%
U.S. Real Estate Portfolio (Class I Shares) -- 0.25%
Value Portfolio (Class I Shares) -- 0.25%
Core Plus Fixed Income Portfolio (Class II Shares) -- 0.20%
Equity Growth Portfolio (Class II Shares) -- 0.20%
Equity and Income Portfolio (Class II Shares) -- 0.40%
Global Franchise Portfolio (Class II Shares) -- 0.40%
Small Company Growth Portfolio (Class II Shares) -- 0.40%*
------------
* Closed to new products effective July 30, 2004
Such fees shall continue to be paid to the Companies after the termination of a
Participation Agreement with respect to a Portfolio for so long as the
designated Contract assets under that Participation Agreement are invested in
the Portfolio, provided such continued payment is permitted in accordance with
applicable law and regulation. We acknowledge that the Administrative Services
to be provided by the Companies (such as shareholder communication, record
keeping and postage expenses) are ones for which we, or our affiliates, as
investment adviser and administrator to the Fund, would otherwise bear the cost
directly.
Payment will be made on a quarterly basis during the month following the end of
each calendar quarter and shall be prorated for any portion of such period
during which this letter agreement is in effect for less than the full quarter.
The fee will be calculated based on the average daily net assets invested in
Class I and Class II Shares of the applicable Portfolio(s) under the Contracts
over a calendar quarter (which shall be computed by totaling daily balances
during the quarter and dividing such total by the actual days in the quarter).
The Companies each represent and agree that they will maintain and preserve all
records as required by law to be maintained and preserved in connection with
providing the Administrative Services, and will otherwise comply with all laws,
rules and regulations applicable to such services. The Companies each further
agree to provide copies of any such records maintained and preserved, as
reasonably requested by us or our representatives, to enable us or the Fund to
monitor and review the Administrative Services provided by each of the
Companies, or comply with any request of the Board of the Fund, or a
governmental body or a self-regulatory organization.
2
This Administrative Services Agreement may be amended only upon mutual consent
of the parties hereto in writing and will terminate: (i) upon mutual agreement
of the parties hereto, (ii) upon sixty (60) days advance written notice by any
party delivered to the other parties, or (iii) automatically upon termination or
assignment (as such term is defined in the Investment Company Act of 1940) of a
Participation Agreement (and only with respect to the terminated or assigned
Participation Agreement, respectively). Notwithstanding any termination of this
Administrative Services Agreement, Xxxxxx Xxxxxxx Investment Management Inc.
will continue to pay the fees as set forth in this Administrative Services
Agreement so long as Contract assets are invested in a Portfolio, provided such
continued payment is permitted in accordance with applicable law and regulation.
This Administrative Services Agreement shall supercede and replace any prior fee
arrangements or agreements between Xxxxxx Xxxxxxx Investment Management Inc. and
the Companies relating to assets invested in the Fund pursuant to the
Participation Agreements, including, but not limited to, the Administrative
Services Agreements between such parties dated July 15, 2002, May 1, 2003 and
May 1, 2004.
If you agree to the foregoing, please sign the enclosed copies of this letter
and return them to Xxxxxxxx Xxxxx Yu at Xxxxxx Xxxxxxx Investment Management
Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sincerely,
Xxxxxx Xxxxxxx Investment Management Inc.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
AGREED and ACCEPTED: AGREED and ACCEPTED:
Hartford Life Insurance Company Hartford Life and Annuity Insurance
Company
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
Title: Assistant Vice President Title: Assistant Vice President
3
EXHIBIT A
1. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx Investment
Management Inc. (formerly Xxxxxx Xxxxxxx Asset Management Inc.), Xxxxxx Xxxxxxx
Investments LP (formerly Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life and Annuity Insurance Company (formerly ITT
Hartford Life and Annuity Insurance Company), effective July 30, 1997, as
amended from time to time ("HLAIC PA dated 7/30/97").
2. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx Investment
Management Inc. (formerly Xxxxxx Xxxxxxx Asset Management Inc.), Xxxxxx Xxxxxxx
Investments LP (formerly Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life Insurance Company, effective April 1, 1998, as
amended from time to time ("HLIC PA dated 4/1/98").
3. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life Insurance Company, effective January 1, 1997, as
amended from time to time ("HLIC PA dated 1/1/97").
4
EXHIBIT B
CLASS I SHARES PAYMENT
SEPARATE ACCOUNT AND DATE
ESTABLISHED BY BOARD OF DIRECTORS FORM NUMBERS NAME OF CONTRACT FUND PARTICIPATION AGREEMENT
------------------------------------------------------------------------------------------------------------------
Separate Account Three XXX-VA99 Hartford Select Leaders HLAIC PA dated 7/30/97
Established June 22, 1994 LA-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Series III of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX LA-1151(98) Hartford Select Leaders Last HLAIC PA dated 7/30/97
Established September 30, 1994 Survivor -- Variable Universal
Life Insurance
ICMG Registered Variable Life GVL95(P)/(C) Group Flexible Premium HLAIC PA dated 7/30/97
Separate Account One Established Variable Life Insurance
October 9, 1995 Policy/ Certificate
Separate Account Three HL-VA99 Hartford Select Leaders HLIC PA dated 4/1/98
Established June 22, 1994 HL-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Series III of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX HL-1544(98)(NY) Hartford Select Leaders Last HLIC PA dated 4/1/98
Established September 30, 1994 Survivor -- Variable Universal
Life Insurance
ICMG Registered Variable Life GVL95(P)/(C) Group Variable Life Insurance HLIC PA dated 1/1/97
Separate Account A Established and HL- Policy/Certificate
April 14, 1998 GVL95(P)(NY)
ICMG Series II GVL-93(P) Group Variable Life Insurance HLIC PA dated 1/1/97
Separate Account Established IVL-97(P) Policy
November 15, 1993 Individual Variable Life
Insurance Policy
ICMG Series III-B GVL-93(P) Group Variable Life Insurance HLIC PA dated 1/1/97
Separate Account Established IVL-97(P) Policy
February 8, 1996 Individual Variable Life
Insurance Policy
ICMG Series IV GVL-93(P) Group Variable Life Insurance HLIC PA dated 1/1/97
Separate Account Established IVL-97(P) Policy
April 17, 1995 Individual Variable Life
Insurance Policy
5
EXHIBIT B
CLASS II SHARES PAYMENT
SEPARATE ACCOUNT AND DATE
ESTABLISHED BY BOARD OF DIRECTORS FORM NUMBERS NAME OF CONTRACT FUND PARTICIPATION AGREEMENT
------------------------------------------------------------------------------------------------------------------
Separate Account Three XXX-VA99 Hartford Select Leaders HLAIC PA dated 7/30/97
Established June 22, 1994 LA-VA03 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Series III of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX LA-1151(98) Hartford Select Leaders Last HLAIC PA dated 7/30/97
Established September 30, 1994 Survivor -- Variable Universal
Life Insurance
Separate Account Three IL-VA99 HL-VA03 Hartford Select Leaders HLIC PA dated 4/1/98
Established June 22, 1994 Variable Annuity;
Series II of Hartford Select
Leaders Variable Annuity;
Series III of Hartford Select
Leaders Variable Annuity;
Hartford Select Leaders
Outlook Variable Annuity
Separate Account XX XX HL- Hartford Select Leaders Last HLIC PA dated 4/1/98
Established September 3D, 1994 1544(98)(NY) Survivor -- Variable Universal
Life Insurance
Hartford Life Insurance Company IVL-99(P) Individual Variable Life HLIC PA dated 1/1/97
PPVUL I Separate Account Insurance Policy
Established January 28, 2005
Hartford Life Insurance Company IVA-04P Individual Variable Annuity HLIC PA dated 1/1/97
PPVA I Separate Account Contract
Established January 31, 2005
6
XXXXXX XXXXXXX DISTRIBUTION, INC.
AMENDED AND RESTATED
ADMINISTRATIVE SERVICE AGREEMENT
This AMENDED AND RESTATED ADMINISTRATIVE SERVICE AGREEMENT is made and entered
into as of this 1st day of May, 2005, by and between Xxxxx Xxxxxxx Distribution,
Inc. (successor to Xxxxxx Xxxxxxx & Co. Incorporated) (the "Distributor"),
Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company
(each a "Company").
WHEREAS, the Distributor is the principal underwriter of The Universal
Institutional Funds, Inc. (the "Fund"), an open-end investment company that
serves as an investment vehicle for separate accounts established by insurance
companies; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
Insurance Company, dated April 1, 1998, as may be amended from time to time (the
"Participation Agreement"), providing for the purchase by the Company of shares
of certain series of the Fund ("Portfolios") on behalf of its separate
account(s) to fund certain variable life and annuity contracts ("Contracts"),
each as specified in the Participation Agreement; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
and Annuity Insurance Company, dated July 30, 1997, as may be amended from time
to time (the "Participation Agreement"), providing for the purchase by the
Company of shares of certain series of the Fund ("Portfolios") on behalf of its
separate account(s) to fund certain variable life and annuity contracts
("Contracts"), each as specified in the Participation Agreement; and
WHEREAS, the Fund has entered into a participation agreement with Hartford Life
Insurance Company, dated January 1, 1997, as may be amended from time to time
(the "Participation Agreement"), providing for the purchase by the Company of
shares of certain series of the Fund ("Portfolios") on behalf of its separate
account(s) to fund certain variable life and annuity contracts ("Contracts"),
each as specified in the Participation Agreement; and
WHEREAS, the Fund has adopted a Plan of Distribution pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended, relating to Class II
Shares of the Portfolios (the "Plan"), as described in the Portfolios' Class II
Shares Prospectus and Statement of Additional Information; and
WHEREAS, the Plan authorizes the Distributor to enter into administrative
service agreements (such as this Agreement) with organizations selected by the
Distributor (such as the Company) whereby the Distributor may make payments to
each Company at a specified rate in consideration of administrative related
services rendered; and
WHEREAS, the Distributor and each Company previously entered into an
Administrative
Service Agreement dated January 1, 2005 (the "Agreement") for the provision of
administrative services with respect to the Contracts; and
WHEREAS, the Distributor and each Company wish to amend and restate the
Agreement in order to add certain new Portfolios and certain new Contracts
covered by the Agreement.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Distributor and each Company hereby amend and restate the
Agreement as follows:
1. The Distributor agrees to pay a fee to the Company with respect to Class II
Shares of a Portfolio, in accordance with Section 2 below, for providing
administrative related services in connection with Contract owner accounts (the
"Service Activities") as described in the Plan. The Service Activities may
include, without limitation: (a) responding to customer inquiries; (b) providing
information to customers with respect to their investment in Class II Shares of
a Portfolio; and (c) servicing the account of each client or customer who has an
investment in Class II Shares of a Portfolio. The Company acknowledges that it
is responsible for all costs and expenses associated with the provision of the
Service Activities hereunder.
2. Subject to the Company's continuing compliance with its obligations pursuant
to Section 1 above, the Distributor will pay a fee to the Company for providing
the Service Activities, during the term of the Participation Agreement, at the
following annual rates of the average daily net assets invested in Class II
Shares of the then offered Portfolios under the Contracts identified in the
Participation Agreement (excluding all assets invested during the right to
cancel (free look) periods available under the Contracts) (the "Service Fee"):
Core Plus Fixed Income Portfolio -- 0.25%
Emerging Markets Equity Portfolio -- 0.05%
Equity Growth Portfolio -- 0.25%
Equity and Income Portfolio -- 0.05%
Global Franchise Portfolio -- 0.05%
Mid Cap Growth Portfolio -- 0.10%
Mid Cap Value Portfolio -- 0.10%
Small Company Growth Portfolio -- 0.05%*
------------
* Closed to new products effective July 30, 2004.
Payment will be made on a quarterly basis during the month following the end of
each quarter and shall be prorated for any portion of such period during which
this Agreement is in effect for less than the full quarter. The Service Fee will
be calculated based on the average daily net assets invested in Class II Shares
of the applicable Portfolio(s) under the Contracts over a quarter (which shall
be computed by totaling daily balances during the quarter and dividing such
total by the actual days in the quarter). The Distributor will not be required
to pay the Service Fee with respect to assets invested in Class II Shares of a
Portfolio upon the termination of the
2
Plan with respect to Class II Shares of the Portfolio. If, at any time, the fee
payable by the Fund under the Plan with respect to Class II Shares of the
Portfolio is reduced, the Distributor will not be required to pay the service
fee to the extent of the reduction.
3. It is understood and agreed that the Distributor, acting reasonably and in
good faith, may make final and binding determinations as to the Company's
continuing compliance under Section 1 above and as to the specific amount of the
Company's assets invested in Class II Shares of the Portfolios that will be
considered in determining the Service Fee.
4. The Company and the Distributor acknowledge that the Fund maintains the
right, at any time and without notice to the Company, to amend its current
Prospectus, Statement of Additional Information or the Plan subject to the terms
thereof. The Distributor agrees to provide prompt notice to the Company of any
termination of the Plan or reduction in the fees payable by the Fund under the
Plan. In the event the Plan is terminated or the fee payable by the Fund under
the Plan is reduced, the parties agree to discuss, in good faith, alternative
fee arrangements.
5. Each Company represents and agrees that it will maintain and preserve all
records as required by law to be maintained and preserved in connection with
providing the Service Activities, and will otherwise comply with all laws, rules
and regulations applicable to such Service Activities.
6. The Company agrees to provide copies of all historical records relating to
the Company's provision of the Service Activities in accordance with this
Agreement, and all written communications and other related materials regarding
the Fund or a Portfolio to or from Contract owners, as reasonably requested by
the Distributor or its representatives (which representatives may include,
without limitation, the auditors or legal counsel of the Fund or the
Distributor) to enable the Distributor, the Fund or their respective
representatives to monitor and review the Service Activities provided by the
Company, or comply with any request of the Board of Trustees or "disinterested"
Trustees of the Fund, or a governmental body or a self-regulatory organization.
7. The Company agrees that it will permit the Distributor, the Fund or their
respective representatives to have reasonable access to the Company's personnel
and records in order to facilitate the monitoring of the quality of the Service
Activities.
8. The Company hereby agrees to notify the Distributor promptly if for any
reason it is unable to perform fully and promptly any of its obligations under
this Agreement.
9. This Agreement may be amended only by mutual consent of the parties hereto
in writing and will terminate: (i) upon mutual agreement of the parties hereto,
(ii) upon thirty (30) days advance written notice by either party delivered to
the other party, or (iii) automatically upon the termination of the
Participation Agreement, except with respect to Existing Contracts, as defined
in Section 10.2 of the Participation Agreement, investing in Class II Shares of
the Portfolios, provided that the Company continues to perform the Service
Activities with respect to
3
such Existing Contracts.
10. The provisions, construction, validity and effect of this Agreement will be
construed in accordance with and governed by the laws of NewYork.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
Tax ID:
Company Address:
City, State, Zip:
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
Tax ID:
Company Address:
City, State, Zip:
XXXXXX XXXXXXX DISTRIBUTION, INC.
(SUCCESSOR TO XXXXXX XXXXXXX & CO. INCORPORATED)
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
c/x Xxxxxx Xxxxxxx Investment Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
4
XXXXXX XXXXXXX / XXX XXXXXX FUNDS
REVENUE SHARING
FUND CURRENT AGREEMENTS
PRODUCT SUITE TRUST CLASS SERVICE FEE 12B-1 FEE TOTAL
----------------------------------------------------------------------------------------------
Select Dimensions
SD Trust X -- -- 0
UIF I -- -- 0
LIT I -- -- 0
Select Leaders
SD Trust Y -- 25 25
UIF I 25 -- 25
UIF II 20 -- 20
LIT II -- 25 25
Director M
UIF II N/A N/A N/A
LIT II N/A N/A N/A
AMENDED AGREEMENTS
PRODUCT SUITE SERVICE FEE 12B-1 FEE TOTAL
----------------------------- --------------------------------------
Select Dimensions
10 (1) -- 10-15
15 (LRR)
10 (2) -- 10-15
15 (LRR)
10 (3) -- 10-15
15 (LRR)
Select Leaders
-- 25 (5) 25
25 (2) -- 25
20-40 (2) 5-25 (4) 45
20 (3) 25 (5) 45
Director M
25-45 (2) 5-25 (4) 50
25 (3) 25 (5) 50
------------
SD AGREEMENTS
(1) SD Fee Letter dated May 1, 2005 effective Dec 1, 2004.
UIF AGREEMENTS
(2) UIF Fee Letter dated May 1, 2005 effective Dec 1, 2004.
(4) UIF amended and restated Administrative Service Agreement dated May 1,
2005.
LIT AGREEMENTS
(3) LIT Fee Letter Letter dated May 1, 2005 effective Dec 1, 2004.
12B-1 AGREEMENTS
(5) Existing 12b-1 Agreements that are not product specific.
AMENDMENT NO. 1 TO
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Among
HARTFORD LIFE INSURANCE COMPANY,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
and
XXXXXX XXXXXXX DISTRIBUTION, INC.
This Amendment, effective May 1, 2008, by and among Hartford Life Insurance
Company, Hartford Life and Annuity Insurance Company (each a "Company"), and
Xxxxxx Xxxxxxx Distribution, Inc. (the "Distributor"), amends that certain
Amended and Restated Administrative Services Agreement (the "Agreement") dated
May 1, 2005 by the foregoing parties as follows:
1. Section 2 of the Agreement is hereby deleted in its entirety and replaced
with the following:
2. Subject to the Company's continuing compliance with its obligations pursuant
to Section 1 above, the Distributor will pay a fee to the Company for providing
the Service Activities, during the term of the Participation Agreement, at the
following annual rates of the average daily net assets invested in Class II
Shares of the then offered Portfolios under the Contracts identified in the
Participation Agreement (excluding all assets invested during the right to
cancel (free look) periods available under the Contracts) (the "Service Fees"):
HARTFORD SELECT LEADERS & DIRECTOR M CONTRACTS
Core Plus Fixed Income Portfolio -- 0.25%
International Growth Equity Portfolio* -- 0.25%
Emerging Markets Equity Portfolio -- 0.05%
Equity Growth Portfolio -- 0.25%
Equity and Income Portfolio -- 0.05%
Global Franchise Portfolio -- 0.05%
Mid Cap Growth Portfolio -- 0.10%
U.S. Mid Cap Value Portfolio -- 0.10%
Small Company Growth Portfolio** -- 0.05%
------------
* Fee is retroactively effective and payable to Company as of August, 21,
2006.
** Closed to new products effective July 30, 2004
HARTFORD LEADERS 4 & THE DIRECTOR CONTRACTS
Emerging Markets Equity Portfolio -- 0.05%
Mid Cap Growth Portfolio -- 0.10%
3. In all other respects, the terms of the Agreement remain unchanged and in
full force and effect.
[THIS SPACE INTENTIONALLY LEFT BLANK]
1
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified above.
THE HARTFORD LIFE INSURANCE COMPANY XXXXXX XXXXXXX DISTRIBUTION, INC
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
------------------------- --------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxx Xxxxxx
Its: [Title] Senior Vice President Its: President
Date: 5/5/08 Date:
THE HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
By its authorized officer,
By: /s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
Its: [Title] Senior Vice President
Date: 5/5/08
2
AMENDMENT NO. 2 TO
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Among
HARTFORD LIFE INSURANCE COMPANY,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
and
XXXXXX XXXXXXX DISTRIBUTION, INC.
This Amendment, effective February 18, 2010, by and among Hartford Life
Insurance Company, Hartford Life and Annuity Insurance Company (each a
"Company"), and Xxxxxx Xxxxxxx Distribution, Inc. (the "Distributor"), amends
that certain Amended and Restated Administrative Services Agreement (the
"Agreement") dated May 1, 2005, as amended on May 1, 2008, by the foregoing
parties as follows:
1. Section 2 of the Agreement is hereby deleted in its entirety and replaced
with the following:
2. Subject to the Company's continuing compliance with its obligations pursuant
to Section 1 above, the Distributor will pay a Fee to the Company for providing
the Service Activities, during the term of the Participation Agreement, at the
following annual rates based on the average daily net assets invested in Class
II Shares of the applicable Portfolio(s) under the Contracts identified in the
Participation Agreement (excluding all assets invested during the guarantee
(free look) periods available under the Contracts) (the "Service Fee"):
UIF Capital Growth Portfolio* -- 0.25%
UIF Core Plus Fixed Income Portfolio -- 0.25%
UIF Emerging Markets Equity Portfolio -- 0.05%
UIF Equity and Income Portfolio -- 0.05%
UIF Global Franchise Portfolio -- 0.05%
UIF International Growth Equity Portfolio** -- 0.25%
UIF Mid Cap Growth Portfolio -- 0.10%
UIF Small Company Growth Portfolio*** -- 0.05%
UIF U.S. Mid Cap Value Portfolio -- 0.10%
UIF U.S. Real Estate Portfolio -- 0.25%
------------
* Formerly, UIF Equity Growth Portfolio
** Fee is retroactively effective and payable to Company as of August, 21,
2006.
*** Closed to new products effective July 30, 2004
Payment will be made on a quarterly basis during the month following the end of
each quarter and shall be prorated for any portion of such period during which
this Agreement is in effect for less than the full quarter. The Service Fee will
be calculated based on the average daily net assets invested in Class II Shares
of the applicable Portfolio(s) under the Contracts over a quarter (which shall
be computed by totaling daily balances during the quarter and dividing such
total by the actual days in the quarter). The Distributor will not be required
to pay the Service Fee with respect to assets invested in Class II Shares of a
Portfolio upon termination of the Plan with respect to Class II Shares of the
Portfolio. If, at any time, the fee payable by the
1
Fund under the Plan with respect to Class II Shares of the Portfolio is reduced,
the Distributor will not be required to pay the service fee to the extent of the
reduction.
2. In all other respects, the terms of the Agreement remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified above.
THE HARTFORD LIFE INSURANCE COMPANY XXXXXX XXXXXXX DISTRIBUTION, INC
By its authorized officer, By its authorized officer,
By: /s/ Xxxxx X. XxxXxxxx By: /s/ Xxxxxx Xxxxxx
------------------------- --------------------------------
Name: Xxxxx X. XxxXxxxx Name: Xxxxxx Xxxxxx
Its: [Title] Vice President Its: President
Date: February 18, 2010 Date: February 18, 2010
THE HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
By its authorized officer,
By: /s/ Xxxxx X. XxxXxxxx
-------------------------
Name: Xxxxx X. XxxXxxxx
Its: [Title] Vice President
Date: February 18, 2010
2
May 1, 2005
Hartford Life Insurance Company
Hartford Life and Annuity Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Dear Mr. Arena:
As you know, Xxxxxx Xxxxxxx Investment Management Inc. and The Universal
Institutional Funds, Inc. (the "Fund") have entered into certain participation
agreements (as identified on Exhibit A attached hereto) with Hartford Life
Insurance Company ("HLIC") and Hartford Life and Annuity Insurance Company
("HL&AIC") (HLIC and HL&AIC, together, the "Company"), as each may be amended
from time to time (the "Participation Agreements"), providing for the purchase
by the Company of shares of certain series of the Fund ("Portfolios") on behalf
of their respective separate account(s) to fund certain variable life insurance
and variable annuity contracts ("Contracts"), as specified in each Participation
Agreement.
As consideration for various fund-related administrative services, such as, but
not limited to, shareholder communication, record keeping and postage expenses,
that the Company will provide in connection with the issuance of the Contracts
("Administrative Services"), we will pay to the Company, during the term of the
Participation Agreements, an annual fee equal to the amounts specified on
Exhibit B attached hereto for Class I Shares and Class II Shares of applicable
Portfolios with respect to the Contracts identified in the Participation
Agreement.
All parties agree that calculation of fees payable under this letter agreement
shall exclude all assets invested during any "free look" periods that may be
available under the Contracts. We acknowledge that the Administrative Services
to be provided by the Company are ones for which we, or our affiliates, as
investment adviser and administrator to the Fund, would otherwise bear the cost
directly.
Payment will be made on a quarterly basis during the month following the end of
each calendar quarter or within 30 days of receipt of invoice. Payment shall be
prorated for any portion of such period during which this letter agreement is in
effect for less than the full quarter. The fee will
be calculated based on the average daily net assets invested in Class I and
Class II Shares of the applicable Portfolio(s) with respect to the Contracts
during a calendar quarter (which shall be computed by totaling daily balances
during the quarter and dividing such total by the actual days in the quarter).
Company agrees to submit an invoice for its fees payable under this letter
agreement, which shall include sufficient trading account details needed to
calculate such fees. In circumstances where Company does not submit an invoice
(i.e., Hartford Life Private Placement), the parties agree that the Fund shall
calculate the fees payable under this letter agreement.
The Company represents and agrees that it will maintain and preserve all records
as required by law to be maintained and preserved in connection with providing
the Administrative Services, and will otherwise comply with all laws, rules and
regulations applicable to such services. The Company further agrees to provide
copies of any such records maintained and preserved, as reasonably requested by
us or our representatives, to enable us or the Fund to monitor and review the
Administrative Services provided by the Company, or comply with any reasonable
request of the Board of the Fund, or any lawful or permitted request made by a
governmental body or a self-regulatory organization.
This letter agreement may be amended only upon mutual consent of the parties
hereto in writing and will terminate: (i) upon mutual agreement of the parties
hereto, (ii) upon thirty (30) days advance written notice by either party
delivered to the other party, or (iii) automatically upon the termination of the
Participation Agreement. In the event that all Participation Agreements are not
terminated in accordance with the terms of this paragraph, the letter agreement
shall remain in effect with respect to the Participation Agreement(s) that have
not been terminated. This letter agreement, which the parties agree shall
commence effective as of December 1, 2004, supersedes and replaces all previous
letter agreements or other agreements, whether written or oral, among the
parties.
If you agree to the foregoing, please sign the enclosed copies of this letter
and return them to Xxxx X. Xxxxxxxx at Xxxxxx Xxxxxxx Investment Management
Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Xxxxxx Xxxxxxx Investment Management Inc.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
2
AGREED and ACCEPTED:
Hartford Life Insurance Company Hartford Life and Annuity Insurance
Company
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
------------------------------ ------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxx Xxxxx
Title: Vice President Title: Vice President
3
EXHIBIT A
1. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx Investment
Management Inc. (formerly Xxxxxx Xxxxxxx Asset Management Inc.), Xxxxxx Xxxxxxx
Investments LP (formerly Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life and Annuity Insurance Company (formerly ITT
Hartford Life and Annuity Insurance Company), effective July 30, 1997, as
amended from time to time ("HLAIC PA dated 7/30/97").
2. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx Investment
Management Inc. (formerly Xxxxxx Xxxxxxx Asset Management Inc.), Xxxxxx Xxxxxxx
Investments LP (formerly Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life Insurance Company, effective April 1, 1998, as
amended from time to time ("HLIC PA dated 4/1/98").
3. Participation Agreement among The Universal Institutional Funds, Inc.
(formerly Xxxxxx Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx & Co.
Incorporated and Hartford Life Insurance Company, effective January 1, 1997, as
amended from time to time ("HLIC PA dated 1/1/97").
EXHIBIT B
ANNUAL REVENUE SHARING FEE
SHARE CLASS (% OF THE AVERAGE DAILY NET ASSETS INVESTED) DEFINED ASSETS
---------------------------------------------------------------------------------------------------------------
Class I 0.10% Select Dimensions , excluding those
assets participating in the Longevity
Reward Rider
Class I 0.15% Select Dimensions assets participating
in the Longevity Reward Rider*
Class I Money Market Portfolio (Class I Shares) -- 0.10% Class I Institutional Channel Assets**
Technology Portfolio (Class I Shares) -- 0.25% and the Select Leader VA Suite
Mid Cap Growth Portfolio (Class I Shares) -- 0.25%
High Yield Portfolio (Class I Shares) -- 0.25%
Core Plus Fixed Income Portfolio (Class I Shares) --
0.25%
Emerging Markets Equity Portfolio (Class I Shares) --
0.25%
Emerging Markets Debt Portfolio (Class I Shares) --
0.25%
U.S. Mid Cap Value Portfolio (Class I Shares) -- 0.25%
Active International Allocation Portfolio (Class I
Shares) -- 0.25%
Equity Growth Portfolio (Class I Shares) -- 0.25%
Global Equity Portfolio (Class I Shares) -- 0.25%
Value Portfolio (Class I Shares) -- 0.25%
Class II Core Plus Fixed Income Portfolio (Class II Shares) -- Class II Institutional Channel Assets***
0.20% and Retail Variable Annuity and Variable
Equity Growth Portfolio (Class II Shares) -- 0.20% Life Products (excluding the Director M
Emerging Markets Debt Portfolio (Class II Shares) -- Variable Annuity Suite)
0.40%
Emerging Markets Equity Portfolio (Class II Shares) --
0.40%
Equity and Income Portfolio (Class II Shares) -- 0.40%
Global Franchise Portfolio (Class II Shares) -- 0.40%
Mid Cap Growth Portfolio (Class II Shares) -- 0.35%
Small Company Growth Portfolio (Class II Shares) --
0.40%
U.S. Mid Cap Value Portfolio (Class II Shares) -- 0.35%
U.S. Real Estate Portfolio (Class II Shares) -- 0.20%
Class II Core Plus Fixed Income Portfolio (Class II Shares) -- Director M Variable Annuity Suite
0.25%
Equity Growth Portfolio (Class II Shares) -- 0.25%
Emerging Markets Debt Portfolio (Class II Shares) --
0.45%
Emerging Markets Equity Portfolio (Class II Shares) --
0.45%
Equity and Income Portfolio (Class II Shares) -- 0.45%
Global Franchise Portfolio (Class II Shares) -- 0.45%
Mid Cap Growth Portfolio (Class II Shares) -- 0.40%
Small Company Growth Portfolio (Class II Shares) --
0.45%
U.S. Mid Cap Value Portfolio (Class II Shares) -- 0.40%
U.S. Real Estate Portfolio (Class II Shares) -- 0.25%
------------
* An administrative service fee of 0.15%, beginning retroactively as of
December 1, 2004, will be paid to the Company for Select Dimensions 1
Contracts and Select Dimensions 2 Contracts electing the Longevity Reward
Rider ("LRR Contracts"). The fee will be calculated based on the average
daily net assets invested in applicable LRR Contracts during the quarter
(which shall be computed by totaling daily balances during the quarter and
dividing such total by the actual days in the quarter).
** Class I Institutional Channel Assets are defined as those assets
participating in the following Products/Separate Accounts: (1) ICMG
Registered Variable Life Separate Account One Established October 9, 1995;
(2) ICMG Registered Variable Life Separate Account A Established April 14,
1998; (3) ICMG Series II Separate Account Established November 15, 1993; (4)
ICMG Series III-B Separate Account Established February 8, 1996; and (5)
ICMG Series IV Separate Account Established April 17, 1995.
*** Class II Institutional Channel Assets are defined as those assets
participating in the following Products/Separate Accounts: (1) Hartford Life
Insurance Company PPVUL I Separate Account Established January 28, 2005, and
(2) Hartford Life Insurance Company PPVA I Separate Account Established
January 31, 2005.
6
AMENDMENT NO. 1 TO
ADMINISTRATIVE SERVICES LETTER AGREEMENT
Among
HARTFORD LIFE INSURANCE COMPANY,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.,
and
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
This Amendment, effective May 1, 2008, by and among Hartford Life Insurance
Company, Hartford Life and Annuity Insurance Company (together the "Company"),
Xxxxxx Xxxxxxx Investment Management Inc., and The Universal Institutional
Funds, Inc. (the "Fund"), amends that certain Administrative Services Letter
Agreement (the "Agreement") dated May 1, 2005 by the foregoing parties as
follows:
1. Exhibit B of the Agreement is hereby deleted in its entirety and replaced
wit the attached Exhibit B.
2. In all other respects, the terms of the Agreement remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified above.
THE HARTFORD LIFE INSURANCE COMPANY XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC.
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: Senior Vice President Its: Managing Director
[Title]
Date: 5/19/08 Date:
THE HARTFORD LIFE AND ANNUITY THE UNIVERSAL INSTITUTIONAL FUNDS,
INSURANCE COMPANY INC.
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: Senior Vice President Its: President
[Title]
Date: 5/19/08 Date:
1
EXHIBIT B
SHARE ANNUAL REVENUE SHARING FEE
CLASS (% OF THE AVERAGE DAILY NET ASSETS INVESTED) DEFINED ASSETS
-------------------------------------------------------------------------------------------------------------------
Class I .10% Select Dimension, excluding those assets
excluding participating in the Longevity Reward
Rider
Class I .15% Select Dimension assets participating in the
Longevity Reward Rider*
Class I Core Plus Fixed Income Portfolio -- 0.25% Class I Institutional Channel Assets** and the
Emerging Markets Equity Portfolio -- 0.25% Select Leader VA Suite
Emerging Markets Debt Portfolio -- 0.25%
Equity Growth Portfolio -- 0.25%
Global Value Equity Portfolio -- 0.25%
High Yield Portfolio -- 0.25%
Mid Cap Growth Portfolio -- 0.25%
U.S. Mid Cap Value Portfolio -- 0.25%
Value Portfolio -- 0.25%
Class II Core Plus Fixed Income Portfolio -- 0.20% Class II Institutional Channel Assets*** and
Equity Growth Portfolio -- 0.20% Retail Variable Annuity and Variable Life
Emerging Markets Debt Portfolio -- 0.40% Products (excluding the Director M, The Director,
Emerging Markets Equity Portfolio -- 0.40% and Leaders 4 Variable Annuity Suite)
Equity and Income Portfolio -- 0.40%
Global Franchise Portfolio -- 0.40%
International Growth Equity -- 0.25%(1)
Mid Cap Growth Portfolio -- 0.35%
Small Company Growth Portfolio -- 0.40%
U.S. Mid Cap Value Portfolio -- 0.35%
U.S. Real Estate Portfolio -- 0.20%
Class II Core Plus Fixed Income Portfolio -- 0.25% Director M Variable Annuity Suite
Equity Growth Portfolio -- 0.25%
Emerging Markets Equity Portfolio -- 0.45%
Emerging Markets Debt Portfolio -- 0.45%
Equity and Income Portfolio -- 0.45%
Global Franchise Portfolio -- 0.45%
International Growth Equity -- 0.25%(1)
Mid Cap Growth Portfolio -- 0.40%
Small Company Growth Portfolio -- 0.45%
U.S. Mid Cap Value Portfolio -- 0.40%
U.S. Real Estate Portfolio -- 0.25%
Class II U.S. Mid Cap Value Portfolio -- 0.40% The Director Variable Annuity Suite
Class II Mid Cap Growth Portfolio -- 0.25% Leaders 4 Variable Annuity Suite
U.S. Mid Cap Value Portfolio -- 0.25%
------------
(1) The administrative service fee of 0.25% will be paid to the Company
retroactively as of August, 21, 2006.
* An administrative service fee of 0.15%, beginning retroactively as of
December 1, 2004, will be paid to the Company for Selection Dimensions 1
Contracts and Select Dimensions 2 Contracts electing the Longevity Reward
Rider ("LRR Contracts"). The fee will be calculated based on the average
daily net
2
assets invested in applicable LRR Contracts during the quarter (which shall
be computed by totaling daily balances during the quarter and dividing such
total by the actual days in the quarter).
** Class I Institutional Channel Assets are defined as those assets
participating in the following Products/Separate Account: (1) ICMG
Registered Variable Life Separate Account One Established October 9, 1995;
(2) ICMG Registered Variable Life Separate Account A Established April 14,
1998; (3) ICMG Series II Separate Account Established November 15, 1993; (4)
ICMG Series III-B Separate Account Established February 8, 1996; (5) and
ICMG Series IV Separate Account Established April 17, 1995.
*** Class II Institutional Channel Assets are defined as those assets
participating in the following Products/Separate Account: (1) Hartford Life
Insurance Company PPVUL I Separate Account Established January 28, 2005; and
(2) Hartford Life Insurance Company PPVA I Separate Account Established
January 31, 2005.
3
AMENDMENT NO. 2 TO
ADMINISTRATIVE SERVICES LETTER AGREEMENT
Among
HARTFORD LIFE INSURANCE COMPANY,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.,
and
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
This Amendment, effective February 18, 2010, by and among Hartford Life
Insurance Company, Hartford Life and Annuity Insurance Company (together the
"Company"), Xxxxxx Xxxxxxx Investment Management Inc., and The Universal
Institutional Funds, Inc. (the "Fund"), amends that certain Administrative
Services Letter Agreement (the "Agreement") dated May 1, 2005, as amended on May
1, 2008, by the foregoing parties as follows:
1. Exhibit B of the Agreement is hereby deleted in its entirety and replaced
wit the attached Exhibit B.
2. In all other respects, the terms of the Agreement remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified above.
THE HARTFORD LIFE INSURANCE XXXXXX XXXXXXX INVESTMENT
COMPANY MANAGEMENT INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxx X. XxxXxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
Name: Xxxxx X. XxxXxxxx Name: Xxxxxx X. Xxxxxxxxx
Its: Vice President Its: Managing Director
[Title]
THE HARTFORD LIFE AND ANNUITY THE UNIVERSAL INSTITUTIONAL FUNDS,
INSURANCE COMPANY INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxx X. XxxXxxxx By: /s/ Xxxxx Xxxxxx
------------------------------ ------------------------------
Name: Xxxxx X. XxxXxxxx Name: Xxxxx Xxxxxx
Its: Vice President Its: President
[Title]
1
EXHIBIT B
SHARE ANNUAL REVENUE SHARING FEE
CLASS (% OF THE AVERAGE DAILY NET ASSETS INVESTED) DEFINED ASSETS
----------------------------------------------------------------------------------------------------------------
Class I .10% Select Dimension, excluding those assets
excluding participating in the Longevity Reward
Rider
Class I .15% Select Dimension assets participating in the
Longevity Reward Rider*
Class I Core Plus Fixed Income Portfolio -- 0.25% Class I Institutional Channel Assets** and
Emerging Markets Equity Portfolio -- 0.25% the Select Leader VA Suite
Emerging Markets Debt Portfolio -- 0.25%
Equity Growth Portfolio -- 0.25%
Global Value Equity Portfolio -- 0.25%
High Yield Portfolio -- 0.25%
Mid Cap Growth Portfolio -- 0.25%
U.S. Mid Cap Value Portfolio -- 0.25%
Value Portfolio -- 0.25%
Class II Core Plus Fixed Income Portfolio -- 0.20% Class II Institutional Channel Assets*** and
Equity Growth Portfolio -- 0.20% Retail Variable Annuity and Variable Life
Emerging Markets Debt Portfolio -- 0.40% Products (excluding the Director M, The
Emerging Markets Equity Portfolio -- 0.40% Director, and Leaders 4 Variable Annuity
Equity and Income Portfolio -- 0.40% Suite)
Global Franchise Portfolio -- 0.40%
International Growth Equity -- 0.25% (1)
Mid Cap Growth Portfolio -- 0.35%
Small Company Growth Portfolio -- 0.40%
U.S. Mid Cap Value Portfolio -- 0.35%
U.S. Real Estate Portfolio -- 0.20%
Class II Core Plus Fixed Income Portfolio -- 0.25% Director M Variable Annuity Suite
Equity Growth Portfolio -- 0.25%
Emerging Markets Equity Portfolio -- 0.45%
Emerging Markets Debt Portfolio -- 0.45%
Equity and Income Portfolio -- 0.45%
Global Franchise Portfolio -- 0.45%
International Growth Equity -- 0.25% (1)
Mid Cap Growth Portfolio -- 0.40%
Small Company Growth Portfolio -- 0.45%
U.S. Mid Cap Value Portfolio -- 0.40%
U.S. Real Estate Portfolio -- 0.25%
Class II U.S. Mid Cap Value Portfolio -- 0.40% The Director Variable Annuity Suite
Class II Mid Cap Growth Portfolio -- 0.25% Leaders 4 Variable Annuity Suite
U.S. Mid Cap Value Portfolio -- 0.25%
------------
(1) The administrative service fee of 0.25% will be paid to the Company
retroactively as of August, 21, 2006.
* An administrative service fee of 0.15%, beginning retroactively as of
December 1, 2004, will be paid to the Company for Selection Dimensions 1
Contracts and Select Dimensions 2 Contracts electing the Longevity Reward
Rider ("LRR Contracts"). The fee will be calculated based on the average
daily net
2
assets invested in applicable LRR Contracts during the quarter (which shall
be computed by totaling daily balances during the quarter and dividing such
total by the actual days in the quarter).
** Class I Institutional Channel Assets are defined as those assets
participating in the following Products/Separate Account: (1) ICMG
Registered Variable Life Separate Account One Established October 9, 1995;
(2) ICMG Registered Variable Life Separate Account A Established April 14,
1998; (3) ICMG Series II Separate Account Established November 15, 1993; (4)
ICMG Series III-B Separate Account Established February 8, 1996; (5) and
ICMG Series IV Separate Account Established April 17, 1995.
*** Class II Institutional Channel Assets are defined as those assets
participating in the following Products/Separate Account: (1) Hartford Life
Insurance Company PPVUL I Separate Account Established January 28, 2005; and
(2) Hartford Life Insurance Company PPVA I Separate Account Established
January 31, 2005; (3) Hartford Life Insurance Company PPVA Separate Account
Established December 20, 2004; (4) and ICMG Series III-B Separate Account
Established February 8, 1996.
3
