FUND PARTICIPATION AGREEMENT
Among
THE VICTORY VARIABLE INSURANCE FUNDS,
BISYS FUND SERVICES LIMITED PARTNERSHIP,
KEY ASSET MANAGEMENT INC.,
And
HARTFORD LIFE INSURANCE COMPANY
TABLE OF CONTENTS
PAGE
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ARTICLE I. Fund Shares 3
ARTICLE II. Representations and Warranties 6
ARTICLE III. Prospectuses, Reports to Shareholders and Proxy 8
Statements; Voting
ARTICLE IV. Sales Material and Information 9
ARTICLE V. Diversification 10
ARTICLE VI. Potential Conflicts 11
ARTICLE VII. Indemnification 12
ARTICLE VIII. Applicable Law 20
ARTICLE IX. Termination 20
ARTICLE X. Notices 22
ARTICLE XI. Miscellaneous 23
SCHEDULE A Separate Accounts and Contracts 26
SCHEDULE B Participating Series 27
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FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made as of this 28th day of December, 2000 by and among Hartford
Life Insurance Company ("Hartford"), a Connecticut corporation, on its behalf
and on behalf of each separate account set forth on SCHEDULE A attached as it
may be amended from time to time (the "Separate Accounts"); the Victory Variable
Insurance Funds (the "Fund"); BISYS Fund Services Limited Partnership (the
"Distributor"); and Key Asset Management Inc., a New York Corporation, (the
"Adviser").
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established by insurance companies for life insurance policies and annuity
contracts; and
WHEREAS, the Fund intends to make available shares of its series set forth on
SCHEDULE B, as it may be amended from time to time by mutual agreement of the
parties (the "Series"), to the Separate Accounts of Hartford; and
WHEREAS, the Distributor is registered as a broker/dealer under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), is a member in good standing
of the National Association of Securities Dealers, Inc. (the "NSAD") and serves
as principal underwriter of the shares of the Fund; and
WHEREAS, the Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and any applicable state securities laws And
serves as the investment adviser to the Fund; and
WHEREAS, Hartford is an insurance company which has registered or will register
the variable annuities and/or variable life insurance policies listed in
Schedule A under the Securities Act of 1933 (the "1933 Act") and the Investment
Company Act of 1940 (the "1940 Act") unless exempt from such registration, to be
issued by Hartford for distribution (the "Contracts").
NOW, THEREFORE, in consideration of their mutual promises, Hartford, the Fund,
the Distributor and the Adviser agree as follows:
ARTICLE I. FUND SHARES
1.1 The Fund and the Distributor agree to make shares of the Series available
for purchase on each Business Day by the Separate Accounts. The Fund will
execute orders placed for each Separate Account on a daily basis at the net
asset value of each Series next computed after receipt by the Fund or its
designee of such order.
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A. For purposes of this Agreement, Hartford shall be the designee of the Fund
and the Distributor for receipt of orders from each Separate Account and receipt
by Hartford by the earlier of 4:00 p.m. (Eastern time) or the close of regular
trading on the New York Stock Exchange (or such other time that the Fund
determines the net asset value of shares as set forth in the prospectuses)
constitutes receipt by the Fund on that day, provided that the Fund or the
Fund's agent receives notice of orders by 9:00 a.m. (Eastern time) on the next
following Business Day. Upon the request of the Fund, Hartford shall provide to
the Fund, copies of records of purchase and redemption trades placed with
Hartford, including records indicating the time at which such trades were
received by Hartford.
B. For purposes of this Agreement, "Business Day" shall mean and day on which
the New York Stock Exchange is open for trading and on which the Fund calculates
the net asset value of each Series pursuant to the rules of the Securities and
Exchange Commission ("SEC"), as set forth in the Series' prospectus(es).
1.2 The Board of Trustees of the Fund (the "Board"), acting in good faith and
in the exercise of its fiduciary responsibilities, may refuse to permit the Fund
to sell shares of any Series to any person, or suspend or terminate the offering
of shares of any Series if such action is required by law or by regulatory
authorities having jurisdiction over the sale of shares, or as otherwise
provided in the Series' prospectuses.
1.3 The Fund and the Distributor agree that shares of the Fund or any of its
Series will be sold only to insurance companies for use in conjunction with
variable life insurance policies or variable annuities or any other appropriate
purchaser of shares under applicable law. No shares of the Fund or any of its
Series will be sold to the general public.
1.4 At Hartford's request, the Fund agrees to redeem for cash, any full or
fractional shares of the Series held by the Separate Accounts, on a daily basis
at the net asset value next computed after receipt by the Fund or its designee
of the request for redemption. However, if one or more Series has determined to
settle redemption transactions for all of its shareholders on a delayed basis
(more than one Business Day, but in no event more than five Business Days, after
the date on which the redemption order is received, and consistent with Section
22(e) of the 1940 Act and any rules or orders of the SEC thereunder), the Fund
shall be permitted to delay sending redemption proceeds to Hartford by the same
number of days that the Fund is delaying sending redemption proceeds to the
other shareholders of the Series.
A. For the purposes of this Agreement, Hartford shall be the designee of the
Fund for receipt of redemption requests from each Separate Account and receipt
by Hartford by the earlier of 4:00 p.m. (Eastern time) or the close of regular
trading on the New York Stock Exchange (or such other time that the Fund
determines the net asset value of shares as set forth in the prospectuses)
constitutes receipt by the Fund that
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day, provided that the Fund or the Fund's agent receives notice of the
redemption request by 9:00 a.m. (Eastern time) on the next following Business
Day.
1.5 Hartford agrees that purchases and redemptions of Series shares offered by
the then current prospectus of the Series shall be made in accordance with the
provisions of the prospectus.
A. Hartford will place separate orders to purchase or redeem shares of each
Series. Each order shall describe the net amount of shares and dollar amount of
each Series to be purchase or redeemed.
B. In the event of net purchases, Hartford will pay for shares before 3:00 p.m.
(Eastern time) on the next Business Day after receipt of an order to purchase
shares.
C. In the event of net redemptions, the Fund shall submit wire instructions for
redemptions before 3:00 p.m. (Eastern time) for payment on the next Business Day
after an order to redeem Fund shares is made.
1.6 Issuance and transfer of the Series' shares will be by book entry only.
Share certificates will not be issued to Hartford or any Separate Account.
Shares purchased will be recorded in an appropriate title for each Separate
Account or the appropriate sub-account of each Separate Account. The Fund shall
furnish to Hartford the CUSIP number assigned to each Series identified in
Schedule B attached as may be amended from time to time.
1.7 The Fund or its agent shall notify Hartford in advance of any dividends or
capital gain distributions payable on the Series' shares, but by no later than
same day notice by 6:00 p.m. Eastern time (by wire or telephone, followed by
written confirmation). Hartford elects to reinvest all such dividends and
capital gain distributions in additional shares of that Series. The Fund shall
notify Hartford of the number of shares issued as payment of dividends and
distributions. Hartford reserves the right to revoke this election and to
receive all such dividends and capital gain distributions in cash.
1.8 The Fund or its agent shall make the net asset value per share of each
Series available to Hartford on a daily basis as soon as reasonably practical
after the net asset value per share is calculated. The Fund shall use its best
efforts to make such net asset value per share available by 6:00 p.m. Eastern
time.
A. If the Fund or its agent provides materially incorrect share net asset value
information through no fault of Hartford, the Separate Accounts shall be
entitled to an adjustment with respect to the Series shares purchased or
redeemed to reflect the correct net asset value per share.
B. Any material error in the calculation or reporting of net asset value per
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share, dividend or capital gain information shall be reported promptly to
Hartford upon discovery. The Fund shall indemnify and hold harmless Hartford
against any amount Hartford is legally required to pay (net of any amount of
overpayments that Hartford can with reasonable effort recover from) annuity or
life insurance contract owners that have selected a Series as an investment
option ("Contract owners"), and which amount is due to the Fund's or its agents'
material miscalculation and/or incorrect reporting of the daily net asset value,
dividend rate or capital gains distribution rate. Hartford shall submit an
invoice to the Fund for such losses incurred as a result of the above which
shall be payable within sixty (60) days of receipt. Should a material
miscalculation by the Fund result in a gain to Hartford, Hartford shall
immediately reimburse the Fund or the applicable Series for any material losses
incurred by the Fund or the applicable Series as a result of the incorrect
calculation.
C. Should a material miscalculation by the Fund or its agents result in a gain
to Contract owners, Hartford will consult with the Fund or its designee as to
what reasonable efforts shall be made to recover the money and repay the Fund or
the applicable Series. Hartford shall then make such reasonable effort, at its
expense, to recover the money and repay the Fund or the applicable Series; but
Hartford shall not be obligated to take legal action against Contract owners.
D. Notwithstanding the above, neither the Fund, any Series, nor the Distributor
shall be liable for any information regarding any Series' net asset value
provided to Hartford pursuant to this Agreement, which information is based on
incorrect information supplied to the Fund or the Distributor by Hartford.
E. With respect to the material errors or omissions described above, this
section shall control over other indemnification provisions in this Agreement.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1 Hartford represents and warrants that:
A. The Contracts are or will be registered under the 1933 Act unless exempt and
that the registrations will be maintained to the extent required by law;
B. The Contracts will be issued in material compliance with all applicable
federal and state laws and regulations.
C. Unless caused by the Fund's or the Adviser's failure to comply with the
diversification requirements set forth in Article V hereof, the Contracts are
currently, and at the time of issuance shall be, treated as annuity contracts or
life insurance contracts, under applicable provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), and that Hartford will make every
reasonable effort to maintain such treatment, and that Hartford will notify the
Fund immediately upon having a reasonable basis for
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believing the Contracts have ceased to be so treated or that they might not be
so treated in the future.
D. Hartford is duly organized and in good standing under applicable law.
E. Hartford has legally and validly established each Separate Account prior to
any issuance or sale as a segregated asset account under the Connecticut
Insurance Code and has registered or, prior to any issuance or sale of the
Contracts, will register and will maintain the registration of each Separate
Account as a unit investment trust in accordance with the 1940 Act, unless
exempt from such registration.
2.2 The Fund represents and warrants that:
A. Series shares sold pursuant to this Agreement shall be registered under the
1933 Act and the regulations thereunder to the extent required.
B. Series shares shall be duly authorized for issuance in accordance with the
laws of each jurisdiction in which shares will be offered, to the extent
required by applicable laws.
C. Series shares shall be sold in material compliance with all applicable
federal and state securities laws and regulations.
D. The Fund is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required.
E. Subject to Section 1.2, the Fund shall amend its registration statement
under the 1933 Act and the 1940 Act, from time to time, as required in order to
effect the continuous offering of the Series' shares.
F. The Fund is duly organized and validly existing under the laws of the state
of its organization.
G. The Fund does and will comply in all material respects with the 1940 Act.
H. Each Series is currently qualified as a Regulated Investment Company under
Subchapter M of the Code. The Fund will make every reasonable effort to maintain
such qualification and will notify Hartford immediately in writing upon having a
reasonable basis for believing that a Series has ceased to qualify or that a
Series might not qualify in the future.
I. Hartford and the Separate Accounts may rely upon an order obtained by the
Distributor from the SEC granting participating insurance companies and variable
insurance product separate accounts exemptions from the provisions of the 1940
Act,
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as amended, and the rules thereunder, to the extent necessary to permit shares
of the Fund or its Series to be sold to and held by variable insurance product
separate accounts of both affiliated and unaffiliated life insurance companies.
2.3 The Adviser represents and warrants that the Adviser will make every
reasonable effort to maintain qualification of each Series as a Regulated
Investment Company under Subchapter M of the Code and will notify Hartford
immediately in writing upon having a reasonable basis for believing that a
Series has ceased to qualify or that a Series might not qualify in the future.
2.4 The Distributor represents and warrants that:
A. It is and shall remain duly registered under all applicable federal and
state laws and regulations and that it will perform its obligations for the Fund
and Hartford in material compliance with the laws and regulations and any
applicable state and federal laws and regulations.
B. Series shares shall be sold by the Distributor in material compliance with
all applicable federal and state securities laws and regulations.
ARTICLE III. PROSPECTUSES; REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING
3.1 The Fund or the Distributor, at its expense, will print and provide
Hartford with as many copies of the Series' current prospectus(es) and statement
of additional information as Hartford may reasonably request to deliver to
existing Contract owners. At Hartford's request, the Fund or the Distributor
will provide, in lieu of the printed prospectuses, camera-ready film, computer
diskettes or typeset electronic document files containing the Series'
prospectus(es) and statement of additional information for printing by Hartford
at the Fund's or the Distributor's expense. Hartford will deliver, at the Fund's
expense, the Series' prospectus(es) and statement of additional information to
existing Contract owners.
A. Hartford may elect to print the Series' prospectus(es) and/or its statement
of additional information in combination with other fund companies' prospectuses
and statements of additional information. In this case, the Fund's or the
Distributor's share of the total expense for printing and delivery of the
combined prospectus shall be determined pro-rata based upon the page count of
the Series' prospectus as compared to the total page count for the combined
prospectus containing all other funds offered under the Contracts.
3.2 Hartford, at its expense, will print the Contract prospectus for use with
prospective owners of Contracts. If Hartford chooses to receive camera-ready
film, computer diskettes or typeset electronic document files in lieu of
receiving printed
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copies of the Series' prospectus(es) and statement of additional information,
the Fund or the Distributor shall bear the cost of providing the camera-ready
film, diskettes or type-set electronic document files.
3.3 The Fund or the Distributor, at its expense, will provide Hartford with
copies of its reports to shareholders, and other communications to shareholders
in such quantity as Hartford shall reasonably require for distributing, at the
Fund's expense, to existing Contract owners.
3.4 The Fund will provide Hartford with copies of its proxy solicitations
applicable to the Series. Hartford, at the Fund's expense, will, to the extent
required by law, (a) distribute proxy materials applicable to the Series to
eligible Contract owners, (b) solicit voting instructions from eligible Contract
owners, (c) vote the Series shares in accordance with instructions received from
Contract owners; and (d) if permitted by law, vote Series shares for which no
instructions have been received in the same proportion as shares of the Series
for which instructions have been received.
A. To the extent permitted by applicable law, Hartford reserves the right to
vote Series shares held in any Separate Account in its own right.
B. Unregistered separate accounts subject to the Employee Retirement Income
Security Act of 1974 ("ERISA") will refrain from voting shares for which no
instructions are received if such shares are held subject to the provisions of
ERISA.
3.5 The Fund will comply in all material respects with ail provisions of the
1940 Act and the rules thereunder requiring voting by shareholders.
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1 Hartford shall furnish, or shall cause to be furnished, to the Fund prior
to use, each piece of sales literature or advertising prepared by Hartford in
which the Fund, the Adviser or the Distributor is described. No sales literature
or advertising will be used if the Fund, the Adviser, or the Distributor
reasonably objects to its use within ten (10) Business Days following receipt by
the Fund.
4.2 Hartford will not make any representations or statements on behalf of the
Fund or concerning the Fund in connection with the advertising or sale of the
Contracts, other than information or representations contained in: (a) the
registration statement or Series prospectus(es), (b) reports to shareholders,
(c) proxy statements for the Series, or, (d) sales literature or other
promotional material approved by the Fund.
4.3 The Fund shall furnish, or shall cause to be furnished, to Hartford prior
to use, each piece of sales literature or advertising prepared by the Fund in
which Hartford, the Contracts or Separate Accounts, are described. No sales
literature or advertising will
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be used if Hartford reasonably objects to its use within ten (10) Business Days
following receipt by Hartford.
4.4 Neither the Fund, the Distributor nor the Adviser will make any
representations or statements on behalf of Hartford, the Contracts, or the
Separate Accounts or concerning Hartford, the Contracts or the Separate
Accounts, in connection with the advertising or sale of the Contracts, other
than the information or representations contained in: (a) the registration
statement or prospectus for the Contracts, (b) reports to shareholders, (c) in
sales literature or other promotional material approved by Hartford.
4.5 The Fund will provide to Hartford, upon Hartford's request, at least one
complete copy of all registration statements, prospectuses, statements of
additional information, reports to shareholders, proxy statements, solicitations
for voting instructions, sales literature and other promotional materials,
applications for exemptions and requests for no-action letters, and all
amendments, that relate to the Series or its shares.
4.6 Hartford will provide to the Fund, upon the Fund's request, at least one
complete copy of all registration statements, prospectuses, statements of
additional information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions, and
requests for no action letters, and all amendments, that relate to the
Contracts.
4.7 For purposes of this Section, the terms, "sales literature", "advertising"
or "other promotional material" includes, but is not limited to: advertisements
(such as material published, or designed for use in, newspapers, magazines,
other periodicals, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media) (i.e., any
written communication distributed or generally made available to customers or
the public including brochures, circulars, research reports, market letters,
form letters, newsletters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article); educational or training
materials or other communications distributed or made generally available to
some or all agents or employees; registration statements, prospectuses,
statements of additional information, shareholder reports, and proxy materials,
and any other material constituting sales literature or advertising under NASD
rules, the 1933 Act or the 1940 Act.
ARTICLE V. DIVERSIFICATION
5.1 Subject to the representations and warranties set forth in Section 2.1C and
Section 2.1E, the Fund and the Adviser represent and warrant that, at all times,
each Series will comply with Section 817 of the Code and all regulations
thereunder, relating to the diversification requirements for variable annuity,
endowment, or life insurance contracts and any amendments or other modifications
to such Section or regulations. In the event a Series ceases to so qualify, the
Adviser will notify Hartford immediately of
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such event and will take all reasonable steps necessary to adequately diversify
the Series so as to achieve compliance within the grace period afforded by
Treasury Regulation Section 1.817-5.
ARTICLE VI. POTENTIAL CONFLICTS
This Article VI is subject to, and limited in its entirety by, the terms of an
order referred to in Section 2.2I, and shall apply only upon the sale of shares
of the Fund to a variable life insurance separate account, and shall apply only
to the extent required under the 0000 Xxx.
6.1 The Board of Trustees of the Fund will monitor the Series for the existence
of any material irreconcilable conflict between the interests of the Contract
owners of all separate accounts investing in the Series. The Board of Trustees
of the Fund shall promptly inform Hartford if it determines that an
irreconcilable material conflict exists and the implications thereof.
6.2 Hartford will report any potential or existing material irreconcilable
conflict of which it is aware to the Board of Trustees of the Fund. This
includes, but is not limited to, an obligation by Hartford to inform the Board
of Trustees of the Fund whenever Contract owner voting instructions are
disregarded.
6.3 If it is determined by a majority of the Board of Trustees of the Fund, or
a majority of its independent Trustees, that a material irreconcilable conflict
exists due to issues relating to the Contracts, Hartford will, at its expense
and to the extent reasonably practicable, take whatever steps it can which are
necessary to remedy or eliminate the irreconcilable material conflict,
including, without limitation, withdrawal of the affected Separate Account's
investment in the Series. No charge or penalty will be imposed as a result of
such withdrawal.
6.4 Hartford, at the request of the Adviser will, at least annually, submit to
the Board of Trustees of the Fund such reports, materials or data as the Board
may reasonably request so that the Board may fully carry out the obligations
imposed upon them. All reports received by the Board of potential or existing
conflicts, and all Board action with regard to determining the existence of a
conflict, and determining whether any proposed action adequately remedies a
conflict, shall be properly recorded in the minutes of the Board or other
appropriate records, and such minutes or other records shall be made available
to the Securities and Exchange Commission upon request.
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ARTICLE VII. INDEMNIFICATION
7.1 Indemnification by Hartford
A. Hartford agrees to indemnify and hold harmless the Distributor, the Adviser,
the Fund and each of their directors, Trustees or (if applicable), officers,
employees and agents and each person, if any, who controls the Fund within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
and individually, an "Indemnified Party" for purposes of this Section 7.1)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of Hartford, which consent shall not be
unreasonably withheld) or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage, liability or expense
and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Indemnified Parties may become subject
under any statute or regulation, or at common law or otherwise, insofar as such
Losses are related to the sale or acquisition of Series shares or the Contracts
and:
1. Arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in a disclosure
document for the Contracts or in the Contracts themselves or in
sales literature generated or approved by Hartford applicable to the
Contracts or Separate Accounts (or any amendment or supplement to
any of the foregoing) (collectively, "Company Documents" for the
purposes of this Article VII), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, provided that this indemnity shall not apply
as to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and was
accurately derived from written information furnished to Hartford by
or on behalf of the Fund for use in Company Documents or otherwise
for use in connection with the sale of the Contracts or Series
shares; or
2. Arise out of or result from statements or representations (other
than statements or representations contained in and accurately
derived from Fund Documents as defined in Section 7.2A1) or wrongful
conduct of Hartford or persons under its control, with respect to
the sale or acquisition of the Contracts or Series shares; or
3. Arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Fund Documents as defined
in Section 7.2A1 or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading if such statement or
omission was made in reliance upon and accurately derived from
written information furnished to the Fund by or on behalf of
Hartford; or
4. Arise out of or result from any failure by Hartford to provide the
services or furnish the materials required under the terms of this
Agreement; or
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5. Arise out of or result from any material breach of any representation
and/or warranty made by Hartford in this Agreement or arise out of or
result from any other material breach of this Agreement by Hartford; as
limited by and in accordance with, Sections 7.1B and 7.1C hereof.
B. Hartford shall not be liable under this indemnification provision with
respect to any Losses which are due to an Indemnified Party's willful
misfeasance, bad faith, or negligence in the performance of such Indemnified
Party's duties or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement or to the Fund, the Distributor or
the Adviser, whichever is applicable.
C. Hartford shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified Hartford in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify Hartford of any such claim shall not relieve
Hartford from any liability which it may have to the Indemnified Party against
whom such action is brought otherwise than on account of this indemnification
provision. In case any such action is brought against the Indemnified Parties,
Hartford shall be entitled to participate, at its own expense, in the defense of
such action. Hartford also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice from
Hartford to such party of Hartford's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and Hartford will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
D. The Indemnified Parties will promptly notify Hartford of the commencement of
any litigation or proceedings against them or any of their officers or directors
in connection with the issuance or sale of the Series shares or the Contracts or
the operation of the Fund.
7.2 Indemnification by the Distributor
A. The Distributor agrees to indemnify and hold harmless Hartford and each of
its directors, officers, employees and agents and each person, if any, who
controls Hartford within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" and individually, an "Indemnified
Party" for purposes of this Section 7.2) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Distributor, which consent shall not be unreasonably withheld) or
expenses (including the reasonable costs of investigating or defending any
alleged loss, claim, damage, liability or expense and reasonable legal
13
counsel fees incurred in connection therewith) (collectively, "Losses"), to
which the Indemnified Parties may become subject under any statute or
regulation, or at common law or otherwise, insofar as such Losses are related to
the sale or acquisition of the Series' shares or the Contracts and:
1. Arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or sales literature of the Fund applicable to
the Series (or any amendment or supplement to any of the foregoing)
(collectively, "Fund Documents" for purposes of this Article VII)
generated by the Distributor or arise out of or are based upon the
Distributor's omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this indemnity
shall not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in reliance
upon and was accurately derived from written information furnished
to the Fund, the Adviser, or the Distributor by or on behalf of
Hartford for use in Fund Documents or otherwise for use in
connection with the sale of the Contracts or Series shares; or
2. Arise out of or result from statements or representations (other
than statements or representations contained in and accurately
derived from Company Documents) or wrongful conduct of the
Distributor or persons under its control, with respect to the sale
or distribution of the Contracts or Series shares; or
3. Arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Company Documents, or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in
reliance upon and accurately derived from written information
(including information about the Fund) furnished to Hartford by or
on behalf of the Distributor; or
4. Arise out of or result from any failure by the Distributor to
provide the services or furnish the materials required under the
terms of this Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Distributor in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Distributor; as limited by, and in
accordance with, Sections 7.2B and 7.2C hereof.
B. The Distributor shall not be liable under this indemnification provision
with respect to any Losses which are due to an Indemnified Party's willful
misfeasance, bad faith, or negligence in the performance of such Indemnified
Party's duties or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement or to Hartford or the Separate
Account, whichever is applicable.
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C. The Distributor shall not be liable under this indemnification provision
with respect to any claim made against an indemnified Party unless such
Indemnified Party shall have notified the Distributor in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Distributor of
any such claim shall not relieve the Distributor from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Distributor shall be entitled to
participate, at its own expense, in the defense thereof. The Distributor also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Distributor to such party
of its election to assume the defense thereof, the Indemnified Party shall bear
the expenses of any additional counsel retained by it, and the Distributor will
not be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.
D. The Indemnified Parties shall promptly notify the Distributor of the
commencement of any litigation or proceedings against them or any of their
officers or directors in connection with the issuance or sale of the Contracts
or the operation of a Separate Account.
7.3 Indemnification by the Adviser
A. The Adviser agrees to indemnify and hold harmless Hartford and each of its
directors, officers, employees and agents and each person, if any, who controls
Hartford within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" and individually, an "Indemnified Party" for purposes of
this Section 7.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Adviser,
which consent shall not be unreasonably withheld) or expenses (including the
reasonable costs of investigating or defending any alleged loss, claim, damage,
liability or expense and reasonable legal counsel fees incurred in connection
therewith) (collectively, "Losses"), to which the Indemnified Parties may become
subject under any statute or regulation, or at common law or otherwise, insofar
as such Losses are related to the sale or acquisition of the Series' shares or
the Contracts and:
1. Arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact generated or approved by the
Adviser and contained in any Fund Documents or arise out of or are
based upon the Adviser's omission or alleged omission to state
therein a material fact required to be stated
15
therein or necessary to make the statements therein not misleading,
provided that this indemnity shall not apply as to any Indemnified
Party if such statement or omission or such alleged statement or
omission was made in reliance upon and was accurately derived from
written information fumished to the Fund, the Adviser, or the
Distributor by or on behalf of Hartford for use in Fund Documents or
otherwise for use in connection with the sale of the Contracts or
Series shares; or
2. Arise out of or result from statements or representations (other
than statements or representations contained in and accurately
derived from Company Documents) or wrongful conduct of the Adviser
or persons under its control, with respect to the sale or
distribution of the Contracts or Series shares; or
3. Arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Company Documents, or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in
reliance upon and accurately derived from written information
(including information about the Fund) furnished to Hartford by or
on behalf of the Adviser; or
4. Arise out of or result from any failure by the Adviser to provide
the services or furnish the materials required under the terms of
this Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Adviser in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Adviser; as limited by, and in accordance with,
Sections 7.3B and 7.3C hereof.
B. The Adviser shall not be liable under this indemnification provision with
respect to any Losses which are due to an Indemnified Party's willful
misfeasance, bad faith, or negligence in the performance of such Indemnified
Party's duties or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement or to Hartford or the Separate
Account, whichever is applicable.
C. The Adviser shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the Adviser in writing within a reasonable time after
the summons or other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Adviser of any such claim shall not relieve
the Adviser from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this
Indemnification provision. In case any such action is brought against the
Indemnified Parties, the Adviser shall be entitled to participate, at its own
expense, in the defense thereof. The Adviser also shall be entitled to assume
the defense thereof,
16
with counsel satisfactory to the party named in the action. After notice from
the Adviser to such party of its election to assume the defense thereof, the
Indemnified Party shall bear the expenses of any additional counsel retained by
it, and the Adviser will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
D. The Indemnified Parties shall promptly notify the Adviser of the commencement
of any litigation or proceedings against them or any of their officers or
directors in connection with the issuance or sale of the Contracts or the
operation of a Separate Account.
E. Adviser agrees to indemnify and hold harmless the Fund and each of its,
Trustees, officers, employees and agents and each person, if any, who controls
the Fund within the meaning of Section 15 of the 1933 Act (collectively, the"
Fund Indemnified Parties" and individually, a "Fund Indemnified Party" for
purposes of this Section 7.3E) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
Adviser, which consent shall not be unreasonably withheld and including any
additional federal income taxes imposed on Hartford or any Contract owner) or
expenses (including the reasonable costs of investigating or defending any
alleged loss, claim, damage, liability or expense and reasonable legal counsel
fees incurred in connection therewith) (collectively, "Losses"), to which the
Fund Indemnified Parties may become subject under any statute or regulation, or
at common law or otherwise, arising out of Adviser's failure to maintain
compliance by the Fund with Section 817 of the Code and all regulations
thereunder, relating to the diversification requirements for variable annuity,
endowment, or life insurance contracts and any amendments or other modifications
to such Section or regulations.
7.4 Indemnification by the Fund
A. The Fund agrees to indemnify and hold harmless Hartford and each of its
directors, officers, employees and agents and each person, if any, who controls
Hartford within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" and individually, an "Indemnified Party" for purposes of
this Section 7.4) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Fund,
which consent shall not be unreasonably withheld) or expenses (including the
reasonable costs of investigating or defending any alleged loss, claim, damage,
liability or expense and reasonable legal counsel fees incurred in connection
therewith) (collectively, "Losses"), to which the Indemnified Parties may become
subject under any statute or regulation, or at common law or otherwise, insofar
as such Losses are related to the sale or acquisition of the Series' shares or
the Contracts and:
17
1. Arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Fund
Documents generated or approved by the Fund or arise out of or are
based upon the Fund's omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this indemnity
shall not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in reliance
upon and was accurately derived from written information furnished
to the Fund, the Adviser, or the Distributor by or on behalf of
Hartford for use in Fund Documents or otherwise for use in
connection with the sale of the Contracts or Series shares; or
2. Arise out of or result from statements or representations (other
than statements or representations contained in and accurately
derived from Company Documents) or wrongful conduct of the Fund or
persons under its control, with respect to the sale or distribution
of the Contracts or Series shares; or
3. Arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Company Documents, or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in
reliance upon and accurately derived from written information
furnished to Hartford by or on behalf of the Fund; or
4. Arise out of or result from any failure by the Fund to provide the
services or furnish the materials required under the terms of this
Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement or
arise out of or result from any other material breach of this
Agreement by the Fund; as limited by, and in accordance with,
Sections 7.4B and 7.4C hereof.
B. The Fund shall not be liable under this indemnification provision with
respect to any Losses which are due to an Indemnified Party's willful
misfeasance, bad faith, or negligence in the performance of such Indemnified
Party's duties or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement or to Hartford of the Separate
Account, whichever is applicable.
C. The Fund shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the Fund in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Fund
18
of any such claim shall not relieve the Fund from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Fund shall be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Fund to such party of its election to assume the
defense thereof, the Indemnified Party shall bear the expenses of any additional
counsel retained by it, and the Fund will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
D. The Indemnified Parties shall promptly notify the Fund of the commencement
of any litigation or proceedings against them or any of their officers or
directors in connection with the issuance or sale of the Contracts or the
operation of a Separate Account.
7.5 Any party seeking indemnification (the "Potential Indemnitee") will
promptly notify any party from whom they intend to seek indemnification (each a
"Potential Indemnitor") of all demands made and/or actions commenced against the
Potential Indemnitee which may require a Potential Indemnitor to provide such
indemnification. At its option and expense, a Potential Indemnitor may retain
counsel and control any litigation for which it may be responsible to indemnify
a Potential Indemnitee under this Agreement.
7.6 With respect to any claim, the parties each shall give the others
reasonable access during normal business hours to its books, records, and
employees and those books, records, and employees within its control pertaining
to such claim, and shall otherwise cooperate with one and other in the defense
of any claim. Regardless of which party defends a particular claim, the
defending party shall give the other parties written notice of any significant
development in the case as soon as practicable, and such other parties, at all
times, shall have the right to intervene in the defense of the case.
7.7 If a party is defending a claim and indemnifying another party hereto, and:
(i) a settlement proposal is made by the claimant, or (ii) the defending party
desires to present a settlement proposal to the claimant, then the defending
party promptly shall notify the Indemnified Party of such settlement proposal
together with its counsel's recommendation. If the defending party desires to
enter into the settlement and the Indemnified Party fails to consent within
thirty (30) business days (unless such period is extended, in writing, by mutual
agreement of the parties hereto), then the Indemnified Party, from the time it
fails to consent forward, shall defend the claim and shall indemnify the
defending party for all costs associated with the claim which are in excess of
the proposed settlement amount.
19
Regardless of which party is defending the claim: (i) if a settlement requires
an admission of liability by the non-defending party or would require the
non-defending party to either take action (other than purely ministerial action)
or refrain from taking action (due to an injunction or otherwise) (a "Specific
Performance Settlement"), the defending party may agree to such settlement only
after obtaining the express, written consent of the non-defending party. If a
non-defending party fails to consent to a Specific Performance Settlement, the
consequences described in the last sentence of the first paragraph of this
Section 7.7 shall NOT apply.
7.8 The parties shall use good faith efforts to resolve any dispute concerning
this indemnification obligation. Should those efforts fail to resolve the
dispute, the ultimate resolution shall be determined in a DE NOVO proceeding,
separate and apart from the underlying matter complained of, before a court of
competent jurisdiction. Either party may initiate such proceedings with a court
of competent jurisdiction at any time following the termination of the efforts
by such parties to resolve the dispute (termination of such efforts shall be
deemed to have occurred thirty (30) days from the commencement of the same
unless such time period is extended by the written agreement of the parties).
The prevailing party in such a proceeding shall be entitled to recover
reasonable attorneys' fees, costs, and expenses.
ARTICLE VIII. APPLICABLE LAW
8.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of
Ohio.
8.2 This Agreement, its terms and definitions, shall be subject to the
provisions of the 1933 Act, the Securities Exchange Act of 1934, and the 1940
Act, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant.
ARTICLE IX. TERMINATION
9.1 This Agreement shall continue in full force and effect until the first to
occur of:
A. Termination by any party for any reason upon ninety (90) days advance
written notice delivered to the other parties; or
B. Termination by Hartford by written notice to the Fund, the Adviser and the
Distributor with respect to any Series in the event any of the Series' shares
are not registered, issued or sold in accordance with applicable state and/or
federal law, or such law precludes the use of such shares as the underlying
investment medium of the Contracts issued or to be issued by Hartford; or
20
C. Termination by Hartford upon written notice to the Fund with respect to any
Series in the event that such Series ceases to qualify as a Regulated Investment
Company under Subchapter M of the Code or under any successor or similar
provision; or
D. Termination by Hartford upon written notice to the Fund and the Distributor
with respect to any Series in the event that such Fund fails to meet the
diversification requirements specified in Section 5.1 of this Agreement; or
E. Termination by the Fund upon written notice to Hartford in the event that
the Contracts fail to meet the qualifications specified in Section 2.1C hereof;
or
F. Termination upon any substitution of the shares of another investment
company or series thereof for shares of the Series in accordance with the terms
of the Contracts; or
G. Termination by any party in the event that the Fund's Board of Trustees
determines that a material irreconcilable conflict exists as provided in Article
VI hereof; or
H. Termination upon mutual written agreement of the parties to this Agreement;
or
I. Automatically on January 26, 2001, if Hartford and KeyBank/XxXxxxxx &
Company Securities have not executed an agreement regarding the Contracts on or
before such date. In the event that the Agreement automatically terminates
pursuant to this Section 9.1I, this Agreement shall be void ab initio.
9.2 Effect of Termination.
A. Notwithstanding any termination of this Agreement, the Fund shall, at the
option of Hartford, continue to make available additional shares of the Series
pursuant to the terms and conditions of this Agreement, for all Contracts in
effect on the effective date of termination of this Agreement (the "Existing
Contracts") unless such further sale of Series shares is proscribed by law,
regulation or applicable regulatory body, or unless the Fund requests that
Hartford seek an order pursuant to Section 26(b) of the 1940 Act to permit the
substitution of other securities for the shares of the Series. The Fund and the
Adviser agree to pay or reimburse the reasonable cost of seeking such an order
and Hartford agrees that it shall reasonably cooperate with the Fund and seek
such an order upon request. Specifically, without limitation, the owners of the
Existing Contracts will be permitted to direct allocation and reallocation of
investments in the Fund, redeem investments in the Series and invest in the
Series through additional purchase payments.
21
B. Hartford agrees not to redeem Series shares attributable to the Contracts
except (i) as necessary to implement Contract owner initiated or approved
transactions, or (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application or (iii) as permitted
by an order of the SEC. Upon request, Hartford will promptly furnish to the Fund
the opinion of counsel for Hartford to the effect that any redemption pursuant
to clause (ii) above is a legally required redemption.
C. In addition to the foregoing, Article VII Indemnification shall survive any
termination of this Agreement.
ARTICLE X. NOTICES
10.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund: With a copy to:
Key Asset Management Inc. KeyBank National Association
000 Xxxxxx Xxxxxx -- 13th Floor 000 Xxxxxx Xxxxxx -- 0xx Xxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxx Attn: Xxxxxxx X. Xxxxx
Senior Vice President And
Associate General Counsel
And
Victory Variable Insurance Funds
c/o Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxx X. Xxxxx
If to the Distributor:
BISYS Fund Services Limited Partnership
0000 Xxxxxxx Xxxx
Xxxxx 0000
Xxxxxxxx, XX 00000
Attn: President
22
If to the Adviser:
Key Asset Management Inc.
000 Xxxxxx Xxxxxx -- 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxx
If to Hartford: With a copy to:
Hartford Life Insurance Co. Hartford Life Insurance Co.
000 Xxxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx Attn: Xxxxxxxxx X. Xxxxxx, General
Counsel
ARTICLE XI. MISCELLANEOUS
11.1 Subject to the requirements of legal process and regulatory authority,
each party will treat as confidential the names and addresses of the owners of
the Contracts and all information reasonably identified as confidential in
writing by any other parties and, except as permitted by this Agreement or as
required by any governmental agency, regulator or other authority, shall not
without the express written consent of the affected party disclose, disseminate
or utilize such names and addresses and other confidential information until
such time as it may come into the public domain.
11.2 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
11.3 This Agreement may be executed in two or more counterparts, each of which
taken together shall constitute one and the same instrument.
11.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
11.5 Each party shall cooperate with each other party and all appropriate
governmental authorities (including, without limitation, the SEC, the National
Association of Securities Dealers and state insurance regulators) and shall
permit such authorities (and other parties) reasonable access to its books and
records in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.
23
11.6 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
11.7 This Agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties.
11.8 Except to amend schedules A and B, or as otherwise provided in this
Agreement, this Agreement may not be amended or modified except by written
agreement executed by each of the parties.
11.9 Hartford acknowledges that the identity of the Fund's, Adviser's and
Distributor's (and their affiliates' and/or subsidiaries') customers and all
information maintained about those customers constitute the valuable property of
the Fund, Adviser and Distributor. Hartford agrees that, should it come into
contact or possession of any such information (including, but not limited to,
lists or compilations of the identity of such customers), Hartford shall hold
such information or property in confidence and shall not use, disclose or
distribute any such information or property except with prior written consent of
the Fund, Adviser and Distributor or as required by law or judicial process.
The Fund, Adviser and Distributor acknowledge that the identity of Hartford's
(and its affiliates' and/or subsidiaries') customers and all information
maintained about those customers constitute the valuable property of Hartford.
The Fund, Adviser and Distributor agree that, should they come into contact or
possession of any such information (including, but not limited to, lists or
compilations of the identity of such customers), they shall hold such
information or property in confidence and shall not use, disclose or distribute
any such information or property except with Hartford's prior written consent or
as required by law or judicial process.
This section shall survive the expiration or termination of this Agreement.
11.10 It is understood and expressly stipulated that neither the shareholders
of shares of any Series nor the Trustees or officers of the Fund shall be
personally liable hereunder. No Series shall be liable for the liabilities of
any other Series. All persons dealing with the Fund or a Series must look solely
to the property of the Fund or that Series, respectively, for enforcement of any
claims against the Fund or that Series. It is also understood that each of the
Series shall be deemed to be entering into a separate Agreement with Hartford so
that it is as if each of the Series had signed a separate Agreement with
Hartford and that a single document is being signed simply to facilitate the
execution and administration of the Agreement.
24
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in as name and on its behalf by its duly authorized representative as of the
date specified above.
HARTFORD LIFE INSURANCE COMPANY
On its behalf and each Separate Account named in Schedule A, as may be amended
from time to time
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Its Vice President
VICTORY VARIABLE INSURANCE FUNDS
By: /s/ [ILLEGIBLE]
-----------------------------------
Name:
Its
BISYS FUND SERVICES LIMITED PARTNERSHIP
By BISYS Fund Services, Inc.
Its General Partner
By: /s/ [ILLEGIBLE]
-----------------------------------
Name:
Its
KEY ASSET MANAGEMENT INC.
By:
-----------------------------------
Name:
Its
25
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in as name and on its behalf by its duly authorized representative as of the
date specified above.
HARTFORD LIFE INSURANCE COMPANY
On its behalf and each Separate Account named in Schedule A, as may be amended
from time to time
By:
-----------------------------------
Name: Xxxxx X. Xxxxxx
Its Vice President
VICTORY VARIABLE INSURANCE FUNDS
By:
-----------------------------------
Name:
Its
BISYS FUND SERVICES LIMITED PARTNERSHIP
By BISYS Fund Services, Inc.
Its General Partner
By:
-----------------------------------
Name:
Its
KEY ASSET MANAGEMENT INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Its Chief Administrative Officer
25
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
NAME OF SEPARATE ACCOUNT AND DATE ESTABLISHED CONTRACT FORM NUMBERS
--------------------------------------------------------------------------------
Hartford Life Insurance Company Separate Account HLVA99
Two; June 1986
26
SCHEDULE B
PARTICIPATING SERIES
1. Victory Variable Insurance Diversified Stock Fund -- Class A Shares
2. Victory Variable Insurance Small Company Opportunity Fund -- Class A Shares
27
AMENDMENT TO
FUND PARTICIPATION AGREEMENT
This AMENDMENT TO
FUND PARTICIPATION AGREEMENT (the "Amendment") is made and
entered into as of this 1st day of May, 2006, by and among Hartford Life
Insurance Company (the "Company"), The Victory Variable Insurance Funds (the
"Fund"), Victory Capital Advisers, Inc., the successor to BISYS Fund Services
Limited Partnership with respect to serving as the distributor of the Fund (the
"Distributor"), and Victory Capital Management Inc. (formerly known as Key Asset
Management Inc.), a New York corporation, (the "Adviser").
WHEREAS, the Company, the Fund, the Distributor's predecessor and the Adviser
have entered into a Participation Agreement dated as of December 28, 2000, which
Agreement may be amended from time to time (the "Participation Agreement"); and
WHEREAS, the parties wish to amend Schedule A of the Participation 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 Company, the Fund, the Distributor and the Adviser agree to
amend the Participation Agreement as follows:
Schedule A of the Participation Agreement is deleted and replaced in entirety
with the attached Schedule A.
In all other respects the Participation Agreement is hereby ratified, confirmed
and continued.
This Amendment shall be effective as of the date written above.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative.
HARTFORD LIFE INSURANCE COMPANY THE VICTORY VARIABLE INSURANCE
FUNDS
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxx Name: Xxxxx Xxxx
Title: Title: Secretary
VICTORY CAPITAL ADVISERS, INC. VICTORY CAPITAL MANAGEMENT INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx XX
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxx XX
Title: Vice President Title: Managing Director, Product &
Fund Admin.
SCHEDULE A
SEPARATE ACCOUNT AND CONTRACTS
NAME OF SEPARATE ACCOUNT AND
DATE ESTABLISHED CONTRACT FORM NUMBER
----------------------------------------------------------------------------
Hartford Life Insurance Company HV-1452-0
Separate Account Two (6/2/1986) HV-1499-0
HLVA99
A-1
