RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 29th of June, 2004, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and on
behalf of each separate account of the Company set forth in SCHEDULE A hereto,
as may be amended from time to time (each such account hereinafter referred to
as a "SEPARATE ACCOUNT"), Hartford Securities Distribution Company, Inc., a
registered as a broker-dealer with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, Xxxxxxxxx Investment
Management, Inc., (hereinafter the "ADVISOR"), and Xxxxxxxxx Securities Corp. a
Delaware corporation (hereinafter the "DISTRIBUTOR").
WITNESSETH:
WHEREAS, the Distributor serves as the distributor and principal underwriter to
various open-end investment companies identified on Schedule A hereto (the
"Funds"), as may be amended from time to time; and
WHEREAS, the Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (hereinafter the "1940
ACT") and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 ACT"); and
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the "CONTRACTS") in connection with retirement plans
intended to meet the qualification requirements of Sections 401, 403(b) or 457
of the Internal Revenue Code of 1986, as amended (the "CODE"); and
WHEREAS, each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts; and
WHEREAS, Xxxxxxxxx Investment Management, Inc., (the "ADVISOR") is the
investment adviser of the Portfolios of the Fund and is duly registered as an
investment adviser under the Investment Advisors Act of 1940, as amended (the
"ADVISORS ACT"), and any applicable state securities laws; and
WHEREAS, Hartford Securities Distribution Company, Inc. is registered as a
broker-dealer with the Securities and Exchange Commission (hereinafter the
"SEC") under the Securities Exchange Act of 1934, as amended (hereinafter the
"1934 ACT"), and is a member in good standing of the National Association of
Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, the Distributor is the principal underwriter for the Fund and is
registered as a broker-dealer with the SEC under the 1934 Act, as amended, and
is a member in good standing of the NASD; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios set forth in SCHEDULE A
on behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts and the Distributor is authorized to sell such shares to unit
investment trusts such as the Separate Accounts at net asset value.
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NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Distributor agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Distributor, on behalf of the Fund, agrees to sell to the Company those
shares of the Portfolios which the Company orders on behalf of any Separate
Account, executing such orders on a daily basis at the net asset value next
computed after receipt and acceptance by the Distributor or its designee of such
order. For purposes of this Section, the Company shall be the designee of the
Distributor for receipt of such orders from each Separate Account. Receipt by
such designee shall constitute receipt by the Fund; provided that the
Distributor receives notice of such order via the National Securities Clearing
Corporation (the "NSCC") by 10:00 a.m. Eastern Time on the next following
Business Day. The Distributor will receive all orders to purchase Portfolio
shares using the NSCC's Defined Contribution Clearance & Settlement ("DCC&S")
platform. The Distributor will also provide the Company with account positions
and activity data using the NSCC's Networking platform. The Company shall pay
for Portfolio shares by the scheduled close of federal funds transmissions on
the same Business Day it places an order to purchase Portfolio shares in
accordance with this section using the NSCC's Fund/SERV System. Payment shall be
in federal funds transmitted by wire from the Fund's designated Settling Bank to
the NSCC. "BUSINESS DAY" shall any day on which the New York Stock Exchange is
open for trading and on which the Fund calculates it net asset value pursuant to
the rules of the SEC. "NETWORKING" shall mean the NSCC's product that allows
Fund's and Companies to exchange account level information electronically.
"SETTLING BANK" shall mean the entity appointed by the Fund to perform such
settlement services on behalf of the Fund and agrees to abide by the NSCC's
Rules and Procedures insofar as they relate to the same day funds settlement.
If the Company is somehow prohibited from submitting purchase and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Distributor, on behalf of the Fund, agrees to sell the Company those shares
of the Portfolios which the Company orders on behalf of any Separate Account,
executing such orders on a daily basis at the net asset value next computed
after receipt and acceptance by the Distributor or its designee of such order.
For purposes of this Section, the Company shall be the designee of the
Distributor for the receipt of such orders from the Separate Account and receipt
by such designee shall constitute receipt by the Fund; provided that the
Distributor receives notice of such order by 10:00 a.m. Eastern Time on the next
following Business Day. The Company shall pay for Portfolio shares by the
scheduled close of federal funds transmissions on the same Business Day it
places an order to purchase Portfolio shares in accordance with this section.
Payment shall be in federal funds transmitted by wire to the Fund's designated
custodian. "BUSINESS DAY" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Fund calculates it net asset value
pursuant to the rules of the SEC.
For purposes of this Section 1.1, orders on behalf of any Separate Account will
be sent the morning of the following Business Day after receipt by the Company
(provided that the Company receives such order prior to 4:00 p.m. Eastern Time
the day before the order is placed with a Fund) directly to a Fund, or the
specified agent of a Fund.
The Company represents and warrants that its internal control structure for the
processing and transmission of orders for the purchase and redemption of the
Shares is designed to monitor, regulate and prevent orders received after the
close of regular trading on the New York Stock Exchange on any
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Business Day from being aggregated and communicated to the Funds or any designee
of the Funds with orders received before Close of Trading on that Business Day
(consistent with the requirements of Section 22(c) of the 1940 Act and Rule
22c-1 thereunder).
1.2 The Distributor agrees to make shares of the Portfolios available
indefinitely for purchase at the applicable net asset value per share by the
Company on Business Days; provided, however, that the Board of Trustees or
Directors, as applicable, of the Fund (hereinafter the "TRUSTEES/DIRECTORS") may
refuse to sell shares of any Portfolio to any person, or suspend or terminate
the offering of shares of any Portfolio if such action is required by law or by
regulatory authorities having jurisdiction or is, in the sole discretion of the
Trustees/Directors, acting in good faith and in compliance with their fiduciary
duties under federal and any applicable state laws, necessary in the best
interests of the shareholders of any Portfolio.
1.3 The Fund and the Distributor agree to redeem for cash, upon the Company's
request, any full or fractional shares of the Fund held by the Company on behalf
of a Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its designee of
the request for redemption. For purposes of this Section, the Company shall be
the designee of the Fund for receipt of requests for redemption from each
Separate Account and receipt by such designee shall constitute receipt by the
Fund; provided the Fund or the Distributor receives notice of such request for
redemption via the NSCC by 10:00 a.m. Eastern Time on the next following
Business Day. The Fund will receive all orders to redeem Portfolio shares using
the NSCC's DCC&S platform. The Fund will also provide the Company with account
positions and activity data using the NSCC's Networking platform. Payment for
Fund shares redeemed shall be made in accordance with this section using the
NSCC's Fund/SERV System. Payment shall be in federal funds transmitted by the
NSCC to the Separate Account's Settling Bank as designated by the Company, on
the same Business Day the Fund or the Distributor receives notice of the
redemption order from the Company provided that the Fund or the Distributor
receives notice by 10:00 a.m. Eastern Time on such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Fund and the Distributor agree to redeem for cash, upon the Company's
request, any full or fractional shares of the Fund held by the Company on behalf
of a Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its designee of
the request for redemption. For purposes of this Section, the Company shall be
the designee of the Fund for receipt of requests for redemption from each
Separate Account and receipt by such designee shall constitute receipt by the
Fund; provided the Fund or the Distributor receives notice of such request for
redemption by 10:00 a.m. Eastern Time on the next following Business Day.
Payment shall be in federal funds transmitted by wire to the Separate Account as
designated by the Company, on the same Business Day the Fund or the Distributor
receives notice of the redemption order from the Company provided that the Fund
or the Distributor receives notice by 10:00 a.m. Eastern Time on such Business
Day.
1.4 The Company will place separate orders to purchase or redeem shares of each
Portfolio named in SCHEDULE A offered by the then current prospectus of the Fund
in accordance with the provisions of the applicable prospectus.
1.5 Issuance and transfer of the Fund's shares will be by book entry only.
Share certificates will not be issued to the Company or any Separate Account.
Purchase and redemption orders for Fund
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shares will be recorded in an appropriate title for each Separate Account or the
appropriate subaccount of each Separate Account.
1.6 The Distributor shall furnish prior day and same day notice to the Company
of any income, dividends or capital gain distributions payable on the Fund's
shares. The Company hereby elects to receive all such dividends and
distributions as are payable on a Portfolio's shares in the form of additional
shares of that Portfolio. The Fund shall notify the Company of the number of
shares so issued as payment of such dividends and distributions no later than
one Business Day after issuance. The Company reserves the right to revoke this
election and to receive in cash all such dividends and distributions declared
after receipt of notice of revocation by the Fund.
1.7 The Distributor shall make the net asset value per share of each Series
available to the Company on a daily basis as soon as reasonably practical after
the close of trading each Business Day, but in no event later than 6:30 p.m.
Eastern time on such Business Day.
1.8(a) If the Distributor or the Fund provides materially incorrect share net
asset value information through no fault of the Company, the Separate Accounts
shall be entitled to an adjustment with respect to the Series shares purchased
or redeemed to reflect the correct net asset value per share.
1.8(b) The determination of the materiality of any net asset value pricing
error and its correction shall be based on the SEC's recommended guidelines
regarding these errors. Any material error in the calculation or reporting of
net asset value per share, dividend or capital gain information shall be
reported promptly to the Company upon discovery. The Distributor and the Fund
shall indemnify and hold harmless the Company against any amount the Company is
legally required to pay Contract Owners, participants or beneficiaries that have
selected a Portfolio 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 or failure to report the daily net asset value, dividend
rate or capital gains distribution rate. The Company shall submit an invoice to
the Trust or its agents for such losses incurred as a result of the above which
shall be payable within sixty (60) days of receipt. Should a material
miscalculation by the Fund or its agents result in a gain to the Company, the
Company shall immediately reimburse the Fund, the applicable Portfolios or its
agents for any material losses incurred by the Fund, the applicable Portfolios
or its agents as a result of the incorrect calculation. Should a material
miscalculation by the Fund or its agents result in a gain to Contract owners,
the Company will consult with the Fund or its designee as to what reasonable
efforts shall be made to recover the money and repay the Fund, the applicable
Portfolio or its agents. The Company shall then make such reasonable effort, at
the expense of the Fund or its agents, to recover the money and repay the Fund,
the applicable Portfolios or its agents; but the Company shall not be obligated
to take legal action against Contract owners.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
1.9 The Company (and its affiliated broker-dealer) acknowledge that the
Distributor is not obligated to and will not evaluate the suitability of the
Contracts or the shares of the Funds for the Separate Accounts and the
participants and beneficiaries of the Separate Accounts, and the Company (or its
affiliated broker dealer) consequently shall fulfill any obligation imposed by
the federal or state securities laws and regulations to evaluate such
suitability.
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ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be
registered unless exempt and that it will make every effort to maintain such
registration under the 1933 Act to the extent required by the 1933 Act; that the
Contracts are intended to be issued and sold in compliance in all material
respects with all applicable federal and state laws. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Separate Account prior to any issuance or sale of Contracts,
shares or other interests therein, as a segregated asset account under the
insurance laws of the State of Connecticut 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 and to the extent required by the provisions of the 1940 Act, unless exempt
therefrom, to serve as a segregated investment account for the Contracts. Unless
exempt, the Company shall amend its registration statement for its Contracts
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its Contracts. The Company shall register and
qualify the Contracts for sale in accordance with securities laws of the various
states only if and to the extent deemed necessary by the Company.
2.2 The Fund and the Distributor represent and warrant that (i) Fund shares
sold pursuant to this Agreement shall be registered under the 1933 Act and duly
authorized for issuance in accordance with applicable law and that the Fund is
and shall remain registered under the 1940 Act for as long as the Fund shares
are sold; (ii) the Fund shall amend the registration statement for its shares
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its shares; and (iii) the Fund shall register
and qualify its shares for sales in accordance with the laws of the various
states only if and to the extent deemed advisable by the Fund or the
Distributor.
2.3 The Fund represents that each Portfolio (a) is currently qualified as a
Regulated Investment Company under Subchapter M of the Code; (b) will make every
effort to maintain such qualification (under Subchapter M or any successor or
similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify or
might not so qualify in the future.
2.4 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Fund represents that its Board of Trustees or
Directors, as applicable, including a majority of its Trustees/Directors who are
not interested persons of the Fund, have formulated and approved a plan under
Rule 12b-1 to finance distribution expenses.
2.5 The Fund makes no representation as to whether any aspect of its operations
(including, but not limited to, fees and expenses and investment policies)
complies with the insurance laws or insurance regulations of the various states
except that the Fund represents that the Fund's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
States of Connecticut and California. The Fund and the Distributor represent
that their respective operations are and shall at all times remain in material
compliance with the laws of the State of Connecticut to the extent required to
perform this Agreement
2.6 The Distributor represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Distributor further represents that it will sell and distribute the Fund shares
in accordance in all material respects with all applicable federal and state
securities laws, including without limitation the 1933 Act, the 1934 Act, and
the 1940 Act.
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2.7 Hartford Securities Distribution Company, Inc. represents and warrants that
it is a member in good standing of the NASD and is registered as a broker-dealer
with the SEC. Hartford Securities Distribution Company, Inc. further represents
that it will abide by the rules of Fair Practice of the NASD and all other
federal or state rules and regulations that are now or may become applicable to
transactions hereunder.
2.7 The Distributor, on behalf of each Fund, represents that each Fund is
lawfully organized and validly existing under the laws of the State its
incorporation and that it does and will comply in all material respects with
applicable provisions of the 0000 Xxx.
2.8 The Fund represents and warrants that all of its Trustees/Directors,
officers, employees, investment advisers, and other individuals/entities having
access to the funds and/or securities of the Fund are and continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund in an amount not less than the minimal coverage as required by Rule
17g-1 under the 1940 Act or related provisions as may be promulgated from time
to time. The aforesaid Bond includes coverage for larceny and embezzlement and
is issued by a reputable bonding company.
2.9 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Fund are covered by a blanket fidelity bond or
similar coverage in an amount not less than $5 million. The aforesaid includes
coverage for larceny and embezzlement and is issued by a reputable bonding
company.
2.10 The Distributor represents and warrants that the Advisor is and shall
remain duly registered in all material respects under all applicable federal and
state securities laws and that the Advisor shall perform its obligations for the
Fund in compliance in all material respects with the laws of the State of
Connecticut and any applicable state and federal securities laws.
2.11 The Company hereby certifies that it has established and maintains an
anti-money laundering ("AML") program that includes written policies, procedures
and internal controls reasonably designed to identify its Contract holders and
has undertaken appropriate due diligence efforts to "know its customers" in
accordance with all applicable anti-money laundering regulations in its
jurisdiction including, where applicable, the USA PATRIOT Act of 0000 (xxx
"Xxxxxxx Xxx"). The Company further confirms that it will monitor for suspicious
activity in accordance with the requirements of the Patriot Act. The Company
agrees to provide the Distributor with such information as it may reasonably
request, including but not limited to the filling out of questionnaires
attestations and other documents, to enable the Distributor to fulfill its
obligations under the Patriot Act, and upon its request to file a notice
pursuant to Section 314 of the Patriot Act and the implementing regulations
related thereto to permit the voluntary sharing of information between the
parties hereto. Upon filing such a notice the Company agrees to forward a copy
to the Distributor, and further agrees to comply with all requirements under the
Patriot Act and implementing regulations concerning the use disclosure, and
security of any information that is shared.
2.12 The foregoing representations and warranties shall be made, by the party
hereto that makes the representation or warranty as of the date first written
above and at the time of each purchase and each sale of the Fund's shares
pursuant to this Agreement.
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ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Fund shall provide the Company at no charge with as many printed copies
of the Fund's current prospectus and statement of additional information as the
Company may reasonably request. If requested by the Company, in lieu of
providing printed copies of the Fund's current prospectus and statement of
additional information, the Fund shall provide camera-ready film, computer
diskettes, e-mail transmissions or PDF files containing the Fund's prospectus
and statement of additional information, and such other assistance as is
reasonably necessary in order for the Company once each year (or more frequently
if the prospectus and/or statement of additional information for the Fund are
amended during the year) to have the prospectus for the Contracts (if
applicable) and the Fund's prospectus printed together in one document or
separately. The Company may elect to print the Fund's prospectus and/or its
statement of additional information in combination with other fund companies'
prospectuses and statements of additional information.
3.2(a) The Fund shall provide the Company at no charge with copies of the
Fund's proxy statements, Fund reports to shareholders, and other Fund
communications to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.2(b) The Fund shall pay for the cost of typesetting, printing and distributing
all Fund prospectuses, statements of additional information, Fund reports to
shareholders and other Fund communications to Contract owners and prospective
Contract owners. The Fund shall pay for all costs for typesetting, printing and
distributing proxy materials.
3.3. The Fund's statement of additional information shall be obtainable by
Contract owners from the Fund, the Distributor, the Company or such other person
as the Fund may designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Fund to Contract owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract owners;
B. vote the Fund shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable
annuity contract owners, vote Fund shares held in the Separate
Account for which no timely instructions have been received, in the
same proportion as Fund shares of such Portfolio for which
instructions have been received from the Company's Contract owners.
The Company reserves the right to vote Fund shares held in any
segregated asset account for its own account, to the extent permitted
by law. Notwithstanding the foregoing, with respect to the Fund
shares held by unregistered Separate Accounts that issue Contracts
issued in connection with employee benefit plans subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended, the Company shall vote such Fund shares allocated to such
Contracts only in accordance with the Company's agreements with such
Contract owners.
3.5 The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Fund will not hold annual meetings but will hold such
special meetings as may be
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necessary from time to time. Further, the Fund will act in accordance with the
SEC interpretation of the requirements of Section 16(a) with respect to periodic
elections of directors or trustees and with whatever rules the SEC may
promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the
Distributor or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Fund, the Advisor or the Distributor is described, at least
five calendar days prior to its use. No such literature or material shall be
used without prior approval from the Fund, the Distributor or their designee,
however, the failure to object in writing within five Business days will be
deemed approval. Such approval process shall not apply to subsequent usage of
materials that are substantially similar to prior approved materials.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Fund
or concerning the Fund in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or
prospectus for the Fund shares, as such registration statement and prospectus
may be amended or supplemented from time to time, or in reports to shareholders
or proxy statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee.
4.3 The Fund shall furnish, or shall cause to be furnished, to the Company or
its designee, each piece of sales literature or other promotional material in
which the Company or any Separate Account is named, at least five calendar days
prior to its use. No such literature or material shall be used without prior
approval from the Company or its designee, however, the failure to object in
writing within five Business Days will be deemed approval. Such approval process
shall not apply to subsequent usage of materials that are substantially similar
to prior approved materials.
4.4 Neither the Fund nor the Distributor shall give any information or make any
representations on behalf of the Company or concerning the Company, each
Separate Account, or the Contracts other than the information or representations
contained in the Contracts, a disclosure document, registration statement or
prospectus for the Contracts (if applicable), as such registration statement and
prospectus may be amended or supplemented from time to time, or in published
reports for each Separate Account which are in the public domain or approved by
the Company for distribution to Contract owners or participants, or in sales
literature or other promotional material approved by the Company, except with
the permission of the Company.
4.5 The Fund will provide to the Company at least one complete copy of all
prospectuses, statements of additional information, reports to shareholders,
proxy statements, and all amendments to any of the above, that relate to the
Fund or its shares, promptly after the filing of such document with the SEC or
other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all
prospectuses, statements of additional information, reports, solicitations for
voting instructions, and all amendments to any of the above, if applicable to
the investment in a Separate Account or Contract, promptly after the filing of
such document with the SEC or other regulatory authorities.
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4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, Internet, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, electronic mail, 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,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund and that all use of any designation
comprised in whole or part or such names or marks under this Agreement shall
inure to the benefit of the Fund and the Distributor. Except as provided in
Section 4.1, the Company shall not use any such names or marks on its own behalf
or on behalf of a Separate Account in connection with marketing the Contracts
without prior written consent of the Fund or the Distributor. Upon termination
of this Agreement for any reason, the Company shall cease all use of any such
names or marks.
4.9 The Fund and Distributor agree and acknowledge that each has no right,
title or interest in the names and marks of the Company, and that all use of any
designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Company. Except as provided in
Section 4.3, the Fund and Distributor shall not use any such names or marks on
its own behalf or on behalf of a Fund in connection with marketing the Fund
without prior written consent of the Company. Upon termination of this Agreement
for any reason, the Fund and Distributor shall cease all use of any such names
or marks.
ARTICLE V. Fees and Expenses
5.1 The Fund shall pay the fees and expenses provided for in the attached
SCHEDULE B.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the
Distributor and each of their respective trustees, directors, officers,
employees or agents and each person, if any, who controls the Fund or the
Distributor within the meaning of section 15 of the 1933 Act (collectively,
the "INDEMNIFIED PARTIES" for purposes of this Section 6.1) against any and
all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Company) or litigation
(including reasonable legal and other expenses), to which the Indemnified
Parties may become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) or settlements are related to the sale or
acquisition of the Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or
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statement of information for the Contracts or contained in the
Contracts or sales literature or other promotional material for the
Contracts (or any amendment or supplement to any of the foregoing), or
arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided that
this agreement to indemnify shall not apply as to an Indemnified Party
if such statement or omission or such alleged statement or omission
was made in reliance upon and in conformity with information furnished
by such Indemnified Party or the Fund to the Company on behalf of the
Fund for use in the registration statement, prospectus or statement of
additional information for the Contracts or in the Contracts or sales
literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of (a) statements or representations
by or on behalf of the Company (other than statements or
representations contained in the Fund registration statement, Fund
prospectus or sales literature or other promotional material of the
Fund not supplied by the Company, or persons under its control and
other than statements or representations authorized by the Fund, the
Distributor or the Advisor); or (b) the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty of the Company
or persons under its control, with respect to the sale or distribution
of the Contracts or Fund shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in the Fund registration
statement, Fund prospectus, statement of additional information or
sales literature or other promotional material of the Fund (or any
amendment thereof or supplement thereto) or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, if
such a statement or omission was made in reliance upon and in
conformity with information furnished to the Fund or the Distributor
by the Company or persons under its control; or
(iv) arise as a result of any material failure by the Company to
provide the services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach by the
Company of this Agreement; except to the extent provided in Sections
6.1(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by
the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Company of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of the
Fund shares or the Contracts or the operation of the Fund.
6.2 Indemnification By the Distributor
(a) The Distributor agrees, with respect to each Portfolio that it
distributes, to indemnify and hold harmless the Company and each of its
directors, officers, employees or agents and each person, if any, who
controls the Company within the meaning of section 15 of the 1933 Act
(collectively, the "INDEMNIFIED PARTIES" for purposes of this Section 6.2)
against any and all losses,
10
claims, damages, liabilities (including amounts paid in settlement with the
written consent of the Distributor) or litigation (including reasonable
legal and other expenses) to which the Indemnified Parties may become
subject under any statute, regulation, at common law or otherwise, insofar
as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of
the shares of the Portfolios that it distributes or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund (or
any amendment or supplement to any of the foregoing), or arise out of
or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided that this
agreement to indemnify shall not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished by
such Indemnified Party or the Company to the Fund or the Distributor
on behalf of the Company for use in the registration statement,
prospectus or statement of additional information for the Fund or in
sales literature of the Fund (or any amendment or supplement thereto)
or otherwise for use in connection with the sale of the Contracts or
the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund or the Distributor or persons under
their respective control and other than statements or representations
authorized by the Company); or (b) the willful misfeasance, bad faith,
gross negligence or reckless disregard of duty of the Fund or the
Distributor or persons under the control of the Fund or the
Distributor, respectively, with respect to the sale or distribution of
the Contracts or Portfolio shares; or
(iii) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material with respect to the Contracts (or any amendment
thereof or supplement thereto), or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statement or statements therein not misleading,
if such statement or omission was made in reliance upon and in
conformity with information furnished to the Company by the Fund or
the Distributor or persons under the control of the Fund or the
Distributor, respectively; or
(iv) arise as a result of any material failure by the Fund or the
Distributor to provide the services and furnish the materials under
the terms of this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Distributor or the Fund in
this Agreement or arise out of or result from any other material
breach of this Agreement by the Distributor or the Fund; except to the
extent provided in Sections 6.2(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by
the party seeking indemnification.
11
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Distributor of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of the
Fund shares or the Contracts or the operation of the Separate Accounts.
6.3 Indemnification by the Fund
(a) The Fund agrees to indemnify and hold harmless the Company and each of
its directors, officers, employees or agents and each person, if any, who
controls the Company within the meaning of section 15 of the 1933 Act
(collectively, the "INDEMNIFIED PARTIES" for purposes of this Section 6.3)
against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Fund) or litigation
(including reasonable legal and other expenses) to which the Indemnified
Parties may become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) or settlements are related to the sale or
acquisition of the shares of the Portfolios or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund (or
any amendment or supplement to any of the foregoing), or arise out of
or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided that this
agreement to indemnify shall not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished by
such Indemnified Party or the Company to the Fund or the Distributor
on behalf of the Company for use in the registration statement,
prospectus or statement of additional information for the Fund or in
sales literature of the Fund (or any amendment or supplement thereto)
or otherwise for use in connection with the sale of the Contracts or
the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund or the Distributor or persons under
their respective control and other than statements or representations
authorized by the Company); or (b) the willful misfeasance, bad faith,
gross negligence or reckless disregard of duty of the Fund or the
Distributor or persons under the control of the Fund or the
Distributor, respectively, with respect to the sale or distribution of
the Contracts or Portfolio shares; or
(iii) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material with respect to the Contracts (or any amendment
thereof or supplement thereto), or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statement or statements therein not misleading,
if such statement or omission was made in reliance upon and in
conformity with information furnished to the Company by the Fund or
the Distributor or persons under the control of the Fund or the
Distributor, respectively; or
(iv) arise as a result of any material failure by the Fund or the
Distributor to provide the services and furnish the materials under
the terms of this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Distributor or the Fund in
this Agreement or arise out of or result from any
12
other material breach of this Agreement by the Distributor or the
Fund; except to the extent provided in Sections 6.3(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by
the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Fund of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of the
Fund shares or the Contracts or the operation of the Separate Accounts.
6.4. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article VI
("INDEMNIFYING PARTY" for the purpose of this Section 6.4) shall not be
liable under the indemnification provisions of this Article VI with respect
to any claim made against a party entitled to indemnification under this
Article VI ("INDEMNIFIED PARTY" for the purpose of this Section 6.4) unless
such Indemnified Party shall have notified the Indemnifying Party 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 party shall have received
notice of such service on any designated agent), but failure to notify the
Indemnifying Party of any such claim shall not relieve the Indemnifying
Party from any liability which it may have to the Indemnified Party against
whom such action is brought otherwise than on account of the
indemnification provision of this Article VI. In case any such action is
brought against the Indemnified Party, the Indemnifying Party will be
entitled to participate, at its own expense, in the defense thereof. The
Indemnifying Party also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the action. After notice
from the Indemnifying Party to the Indemnified Party of the Indemnifying
Party's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by the
Indemnified Party, and the Indemnifying Party 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, unless:
(i) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified Party
and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between
them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
13
7.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. Termination
8.1 This Agreement shall terminate:
(a) at the option of any party upon one hundred twenty (120) days' advance
written notice to the other parties unless otherwise agreed in a separate
written agreement among the parties; or
(b) at the option of the Fund, the Distributor or the Advisor upon
institution of formal proceedings against the Company by the NASD, NASD
Regulation, Inc. ("NASDR"), the SEC, the insurance commission of any state
or any other regulatory body regarding the Company's duties under this
Agreement or related to the sale of the Contracts, the administration of
the Contracts, the operation of the Separate Accounts, or the purchase of
the Fund shares, which in the judgment of the Fund, the Distributor or the
Advisor are reasonably likely to have a material adverse effect on the
Company's ability to perform its obligations under this Agreement; or
(c) at the option of the Company upon institution of formal proceedings
against the Fund, the Distributor or the Advisor by the NASD, NASDR, the
SEC, or any state securities or insurance department or any other
regulatory body, related to the purchase or sale of the Fund shares or the
operation of the Fund which in the judgment of the Company are reasonably
likely to have a material adverse effect on the Distributor's, the Fund's
or the Advisor's ability to perform its obligations under this Agreement;
or
(d) at the option of the Company if a Portfolio delineated in SCHEDULE A
ceases to qualify as a Regulated Investment Company under Subchapter M of
the Code (a "RIC"), or under any successor or similar provision, and the
disqualification is not cured within the period permitted for such cure, or
if the Company reasonably believes that any such Portfolio may fail to so
qualify and be unable to cure such disqualification within the period
permitted for such cure; or
(e) at the option of any party to this Agreement, upon another party's
material breach of any provision of this Agreement; provided that the party
not in breach shall give the party in breach notice of the breach and the
party in breach does not cure such breach within 30 days of receipt of such
notice of breach; or
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund, the Distributor or
the Advisor has suffered a material adverse change in its business,
operations or financial condition since the date of this Agreement or is
the subject of material adverse publicity which is likely to have a
material adverse impact upon the business and operations of the Company; or
(g) at the option of the Fund, the Distributor or the Advisor if the Fund,
the Distributor or the Advisor respectively, shall determine in its sole
judgment exercised in good faith, that the Company has suffered a material
adverse change in its business, operations or financial condition since the
date of this Agreement or is the subject of material adverse publicity
which is likely to have a material adverse impact upon the business and
operations of the Fund or Distributor.
14
(h) automatically upon suspension or expulsion of Hartford Securities
Distribution Company, Inc. from the NASD.
8.2 Notice Requirement
(a) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(b), 8.1(c) or 8.1(d), prompt written notice
of the election to terminate this Agreement for cause shall be
furnished by the party terminating the Agreement to the non-terminating
parties, with said termination to be effective upon receipt of such
notice by the non-terminating parties; provided that for any
termination of this Agreement based on the provisions of Section
8.1(d), said termination shall be effective upon the Portfolio's
failure to qualify as a RIC and to cure such disqualification within
the period permitted for such cure.
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(f) or 8.1(g), prior written notice of the
election to terminate this Agreement for cause shall be furnished by the
party terminating this Agreement to the non-terminating parties. Such
prior written notice shall be given by the party terminating this
Agreement to the non-terminating parties at least 60 days before the
effective date of termination.
8.3 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
8.4 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to Section
8.1(a) through 8.1(g) of this Agreement and subject to Section 1.2 of
this Agreement, the Company may require the Fund and the Distributor to
continue to make available additional shares of the Fund for so long
after the termination of this Agreement as the Company desires pursuant
to the terms and conditions of this Agreement as provided in paragraph
(b) below, for all Contracts in effect on the effective date of
termination of this Agreement (hereinafter referred to as "EXISTING
CONTRACTS"), unless such further sale of Fund shares is proscribed by
law, regulation or an applicable regulatory body. Specifically, without
limitation, the owners of the Existing Contracts shall be permitted to
direct reallocation of investments in the Fund, redeem investments in
the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts unless such further sale
of Fund shares is proscribed by law, regulation or an applicable
regulatory body.
(b) Fund and/or Distributor shall remain obligated to pay Company the fee in
effect as of the date of termination for so long as shares are held by
the Accounts and Company continues to provide services to the Accounts.
Such fee shall apply to shares purchased both prior to and subsequent to
the date of termination. This Agreement, or any provision thereof, shall
survive the termination to the extent necessary for each party to
perform its obligations with respect to shares for which a fee continues
to be due subsequent to such termination.
ARTICLE IX. Notices
9.1 (a) Any notice shall be deemed duly given only if sent by hand or overnight
express delivery, evidenced by written receipt or by certified mail, return
receipt requested, to the other party at
15
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. All notices shall
be deemed given the date received or rejected by the addressee.
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, Investment Products Division
with a copy to:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
If to the Fund:
Xxxxxxxxx Investment Management, Inc.
000 X. Xxxxx Xx. Xxx 000
Xxxxx Xx, XX 00000
Attn: Xxxxx XxXxxxx
If to the Distributor:
Thornburg Securities Corp.
000 X. Xxxxx Xx. Xxx 000
Xxxxx Xx, XX 00000
Attn: Xxx Xxxxxxxxxx
ARTICLE X Miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the Contracts and all
other information reasonably identified as such in writing by any other party
hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information without the express prior
written consent of the affected party until such time as it may come into the
public domain. In addition, the parties hereby represent that they will use and
disclose Personal Information (as defined below) only to carry out the purposes
for which it was disclosed to them and will not use or disclose Personal
information if prohibited by applicable law, including, without limitation,
statutes and regulations enacted pursuant to the Xxxxx-Xxxxx-Xxxxxx Act (Public
Law 106-102). "PERSONAL INFORMATION" means financial and medical information
that identifies an individual personally and is not available to the public,
including, but not limited to, credit history, income, financial benefits,
policy or claim information and medical records. If either party outsources
services to a third party, such third party will agree in writing to maintain
the security and confidentiality of any information shared with them.
16
10.2 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.
10.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
10.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, NASDR and state insurance regulators) and shall permit each other and such
authorities (and the parties hereto) reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby. Notwithstanding the foregoing, each party
hereto further agrees to furnish the California Insurance Commissioner with any
information or reports in connection with services provided under this Agreement
which such Commissioner may request in order to ascertain whether the insurance
operations of the Company are being conducted in a manner consistent with the
California laws and regulations.
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to be maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Portfolios of the Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY XXXXXXXXX INVESTMENT MANAGEMENT, INC.
By: /s/ J Davey By: /s/ Xxxxx Xxxxxx
-------------------------------- ----------------------------------
Name: J Davey Name: Xxxxx Xxxxxx
Title: Vice President Title: Managing Director
17
XXXXXXXXX SECURITIES CORP. HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: /s/ Xxxxx X. Xxx By: /s/ Xxxxx Xxxxx
-------------------------------- ----------------------------------
Name: Xxxxx X. Xxx Name: Xxxxx Xxxxx
Title: Vice President Title: Senior Vice President
18
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Eleven
PORTFOLIOS
Value Fund
International Value Fund
*Class R1 Shares
19
SCHEDULE B
In consideration of the services provided by the Company listed below,
DISTRIBUTOR agrees to pay the Company an amount equal to the following basis
points per annum on the average aggregate amount invested by the Company's
Separate Account(s) in each Portfolio under the Fund Participation Agreement,
such amounts to be paid within 30 days of the end of each calendar quarter.
SERVICE
PORTFOLIO FEES
--------------------------------------------------------
Value Fund 0.75%
International Value Fund 0.75%
SERVICES TO BE PERFORMED INCLUDE:
(a) assist in processing customer purchase and redemption requests;
(b) answer customer inquiries regarding account status and history;
(c) assist customers in designating and changing account designations
and addresses;
(d) provide periodic statements showing a customer's account balances;
(e) furnish statements and confirmations of all purchases and redemption
requests as may be required by applicable law;
(f) process customer purchase and redemption requests for Shares and
placing purchase and redemption instructions with the Funds'
transfer agent; and
(g) provide sub-accounting services and maintain accurate sub-accounting
records regarding Shares beneficially owned by Customers.
20
AMENDMENT TO THE
RETAIL FUND
PARTICIPATION AGREEMENT
This Amendment to the
Retail Fund Participation Agreement between Hartford Life
Insurance Company, Xxxxxxxxx Investment Management, Inc., Xxxxxxxxx Securities
Corporation, and Hartford Securities Distribution Company ("Parties") is dated
this 25th day of July, 2005.
WHEREAS, the Parties have entered into a
Retail Fund Participation Agreement,
dated June 29, 2004 ("Agreement"); and
WHEREAS, the Parties desire to amend the Agreement as described herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
Parties hereto agree as follows:
1. ACKNOWLEDGEMENT:
The Parties acknowledge and understand that Xxxxxxxxx Investment Management,
Inc. is entitled and subject to all of the rights and obligations of Xxxxxxxxx
Securities Corporation under the Agreement except as provided herein and where
such a reference would lead to an unreasonable interpretation.
2. REVISED SECTION 5.1:
Section 5.1 shall read:
"The Distributor and the Advisor shall pay the fees and expenses provided for in
the attached SCHEDULE B." The Company will calculate the amount of the fee at
the end of each payment period and submit an invoice to the Advisor. The invoice
will contain the total number of participants then existing at the end of that
payment period for each fund.
3. REVISED SCHEDULE B:
Schedule B is amended as follows:
SCHEDULE B
In consideration of the services provided by the Company listed below,
Distributor agrees to pay the Company an amount equal to the following 12b-1
basis points Fees per annum
on the average aggregate amount invested by the Company's Separate Account(s) in
each Portfolio under the Fund Participation Agreement, such amounts to be paid
within 30 days of the end of each calendar quarter. In consideration of the
services provided by the Company listed below, Advisor agrees to pay the Company
an amount equal to the following Administrative basis points Fees per annum on
the average aggregate amount invested by the Company's Separate Account(s) in
each Portfolio under the Fund Participation Agreement, such amounts to be paid
within 30 days of the end of each calendar quarter.
12B-1
PORTFOLIO FEES
----------------------------------------------
Value Fund .50%
International Value Fund .50%
ADMINISTRATIVE
PORTFOLIO FEES
----------------------------------------------
Value Fund .25%
International Value Fund .25%
SERVICES TO BE PERFORMED INCLUDE:
(a) assist in processing customer purchase and redemption requests;
(b) answer customer inquiries regarding account status and history;
(c) assist customers in designating and changing account designations and
addresses;
(d) provide periodic statements showing a customer's account balance;
(e) furnish statements and confirmations of all purchase and redemption
requests as may be required by applicable law;
(f) process customer purchase and redemption requests for Shares and placing
purchase and redemption instructions with the Funds' transfer agent; and
(g) provide sub-accounting services and maintain accurate sub-accounting
records regarding Shares beneficially owned by customers.
IN WITNESS WHEREOF, the Parties have caused this Amendment to the
Retail Fund
Participation Agreement to be executed on their respective behalves by their
duly authorized representatives, as of the date first above written.
HARTFORD LIFE INSURANCE COMPANY
/s/ J Davey
-----------------------------------------------------
(Signature of Authorized Representative)
J Davey
-----------------------------------------------------
(Printed Name and Title of Authorized Representative)
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
/s/ Xxxxxxx X. Xxxxx
-----------------------------------------------------
(Signature of Authorized Representative)
Xxxxxxx X. Xxxxx
-----------------------------------------------------
(Printed Name and Title of Authorized Representative)
XXXXXXXXX INVESTMENT MANAGEMENT, INC.
/s/ Xxxxx X. Xxx
-----------------------------------------------------
(Signature of Authorized Representative)
Xxxxx X. Xxx Vice President
-----------------------------------------------------
(Printed Name and Title of Authorized Representative)
XXXXXXXXX SECURITIES CORPORATION
/s/ Xxxxx Xxxxxxxx
-----------------------------------------------------
(Signature of Authorized Representative)
Xxxxx Xxxxxxxx Assistant Vice President
-----------------------------------------------------
(Printed Name and Title of Authorized Representative)
AMENDMENT TO THE
RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT is made and entered into as of the 29th day of February, 2008
between Hartford Life Insurance Company ("Hartford"), Hartford Securities
Distribution Company, Inc., Xxxxxxxxx Investment Management, Inc., ("Advisor"),
and Xxxxxxxxx Securities Corp. a Delaware corporation ("Distributor").
WHEREAS, the parties have entered into a
Retail Fund Participation Agreement,
dated June 29, 2004 (the "Agreement").
WHEREAS, the parties desire to amend the Agreement as set forth herein,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedules A and B.
2. Revised Section 5.1:
Section 5.1 shall read:
The Advisor shall pay the fees and expenses provided for in the attached
SCHEDULE B. The Company will calculate the amount of the fee at the end of each
payment period and submit an invoice to the Advisor within 30 days of the end of
the payment period for which payment is due. The invoice will contain the total
number of participants then existing at the end of that payment period for each
Fund.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY XXXXXXXXX INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxx By: /s/ Xxxxx Xxxxxxxx
----------------------------- -----------------------------
Name: Xxxxx X. Xxx Name: Xxxxx Xxxxxxxx
Title: Vice President Title: Managing Director
Date: 5-21-2008 Date: 2-29-08
HARTFORD SECURITIES DISTRIBUTION XXXXXXXXX SECURITIES CORP.
COMPANY, INC.
By: /s/ Xxxxx Xxx By: /s/ Xxxxx Xxxxxxxx
----------------------------- -----------------------------
Name: Xxxxx Xxx Name: Xxxxx Xxxxxxxx
Title: Vice President Title: Vice President
Date: 5-21-2008 Date: 2-29-08
1
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Two, Separate
Account Eleven
PORTFOLIOS
Value Fund R3 TVRFX
International Value R3 TGVRX
Core Growth R3 THCRX
Investment Income Xxxx X0 XXXXX
Xxxxxx Xxxxxxxxxxxxx X0 XXXXX
International Growth TIGVX
Limited Term Income R3 THIRX
Limited Term US Govt R3 LTURX
Value Fund R4 TVIRX
International Value R4 THVRX
Core Growth R4 TCGRX
Investment Income Bldr R4 TIBGX
Global Opportunities R4 THOVX
International Growth R4 TINVX
Value Fund R5 TVRRX
International Value R5 TIVRX
Core Growth R5 THGRX
Investment Income Bldr R5 TIBMX
Global Opportunities R5 THOFX
International Growth R5 TINFX
2
SCHEDULE B
In consideration of the services provided by the Company listed below, Advisor
agrees to pay the Company an amount equal to the following Administrative basis
points Fees per annum on the average aggregate amount invested by the Company's
Separate Account(s) in each Portfolio under the Fund Participation Agreement,
such amounts to be paid within 30 days of the end of each calendar quarter.
PORTFOLIO SERVICE FEES
------------------------------------------------------
Xxxxxxxxx Value R3 0.25%
Xxxxxxxxx International Value R3 0.25%
Xxxxxxxxx Core Growth R3 0.25%
Xxxxxxxxx Investment Income Builder R3 0.25%
Xxxxxxxxx Global Opportunities R3 0.25%
Xxxxxxxxx International Growth R3 0.25%
Xxxxxxxxx Limited Term Income R3 0.05%
Xxxxxxxxx Limited Term US Govt R3 0.05%
Xxxxxxxxx Value Fund R4 0.25%
Xxxxxxxxx International Value R4 0.25%
Xxxxxxxxx Core Growth R4 0.25%
Xxxxxxxxx Investment Income Builder R4 0.25%
Xxxxxxxxx Global Opportunities R4 0.25%
Xxxxxxxxx International Growth R4 0.25%
Xxxxxxxxx Value Fund R5 0.20%
Xxxxxxxxx International Value R5 0.20%
Xxxxxxxxx Core Growth R5 0.20%
Xxxxxxxxx Investment Income Bldr R5 0.20%
Xxxxxxxxx Global Opportunities R5 0.20%
Xxxxxxxxx International Growth R5 0.20%
In addition to the fees set forth in this Agreement, the Company will receive a
12b-1 fee in accordance with the then current prospectus of the applicable Fund.
SERVICES TO BE PERFORMED INCLUDE:
(a) assist in processing customer purchase and redemption requests;
(b) answer customer inquiries regarding account status and history;
(c) assist customers in designating and changing account designations and
addresses;
(d) provide periodic statements showing customer account balances;
(e) furnish statements and confirmations of all purchase and redemption
requests as may be required by applicable law;
(f) process customer purchase and redemption requests for Shares and placing
purchase and redemption instructions with the Funds' transfer agent; and
(g) provide sub-accounting services and maintain accurate sub-accounting
records regarding Shares beneficially owned by customers.
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