RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 11th day of June, 2001, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut ("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), and Xxxxxxx Advisors, Inc., a corporation organized under the
laws of Delaware, which serves as adviser ("Adviser") and distributor
("Underwriter") to each mutual fund (individually and collectively referred to
as "Fund") listed on Schedule A hereto, as may be amended from time to time.
WITNESSETH:
WHEREAS, beneficial interests in the Fund are divided into several series of
shares, each representing the interest in a particular managed portfolio of
securities and other assets (the Portfolios); and
WHEREAS, the Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (hereinafter the 0000 Xxx)
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 Connecticutto set aside and
invest assets attributable to the Contracts; and
WHEREAS, Adviseris the investment adviser of the Portfolios of the Fund and is
duly registered as an investment adviser under the Investment Advisers Act of
1940, as amended (the Advisers Act), and any applicable state securities laws;
and
WHEREAS, the Underwriter is the principal underwriter for the Fund and 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, 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 Underwriter is authorized to sell such shares to unit
investment trusts such as the Separate Accounts at net asset value.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Underwriter agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Fund and the Underwriter agree 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 Fund or its designee of such order. For
purposes of this Section, the Company shall be the designee of the Fund for
receipt of such orders from each Separate Account Receipt by such designee shall
constitute receipt by the Fund; provided that the Fund or the Underwriter
receives notice of such order via the National Securities Clearing Corporation
(NSCC) by 6:00 a.m. Eastern Time on the next following Business Day. The Fund
will receive all orders to purchase Portfolio shares using the NSCC's Defined
Contribution Clearance & Settlement (DCC&S) platform. The Fund 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/SERVE System. Payment shall be in federal funds transmitted by wire from
the Fund's designated Settling Bank to the NSCC. 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. 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 Fund and the Underwriter agree 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 Fund or its designee of such order. For purposes of this
Section, the Company shall be the designee of the Fund for the receipt of such
orders from the Separate Account and receipt by such designee shall constitute
receipt by the Fund; provided that the Fund or the Underwriter receives notice
of such order by 8:30 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.
1.2 The Fund and the Underwriter agree 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 Underwriter 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
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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 Underwriter receives notice of such request for redemption via the NSCC
by 6:00 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/SERVE 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 Underwriter receives notice of the redemption order from the Company
provided that the Fund or the Underwriter receives notice by 6:00 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 Underwriter 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 Underwriter receives notice of such request for
redemption by 8:30 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 Underwriter
receives notice of the redemption order from the Company provided that the Fund
or the Underwriter receives notice by 8:30 a.m. Eastern Time on such Business
Day.
1.4 The Company agrees to purchase and redeem the shares of the Portfolios
named in SCHEDULE A offered by the then current prospectus of the Fund in
accordance with the provisions of the applicable prospectus.
1.5 The Company will place separate orders to purchase or redeem shares of each
Portfolio.
1.6 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 shares will be recorded in an
appropriate title for each Separate Account or the appropriate subaccount of
each Separate Account.
1.7 The Underwriter shall furnish 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.
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1.8 The Underwriter shall make the net asset value per share for each Portfolio
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 7:00 p.m.
Eastern Time on such Business Day.
1.9 If the Underwriter provides incorrect net asset value per share (when
exceeding 1/2 of 1 percent of Net Asset Value), dividend or capital gain
information through no fault of the Company and such errors are not corrected by
4 p.m. Eastern Time the next Business Day (by providing the incorrect and the
correct NAV for each day that the error occurred), the Underwriter and/or Fund
shall be liable for the systems and out of pocket costs to make all corrections
to all Contract owner, participant, or beneficiary accounts with respect to the
Fund shares purchased or redeemed to reflect the correct net asset value per
share, dividend or capital gain information so that each participant under a
Contract is made whole Any 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. Underwriter and/or Fund shall reimburse the
Company for all reasonable out of pocket expenses and employee time incurred for
correcting such incorrect information.
1.10 If the Company provides incorrect processing information through no fault
of the Fund, the Underwriter or the Adviser, the Fund shall be entitled to an
adjustment with respect to the Fund shares purchased or redeemed to reflect the
correct information. Any error in the information provided by the Company shall
be reported to the Fund, the Underwriter and the Adviser promptly upon
discovery.
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 Underwriter 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
Underwriter.
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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 and the Adviser make 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 to the best of its
knowledge, 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 and that the Fund and Adviser will execute certifications of
compliance to enable the Company to satisfy the requirements of such laws. The
Fund and the Underwriter 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 Underwriter 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
Underwriter 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 0000 Xxx.
2.7 The Fund represents that it is lawfully organized and validly existing
under the laws of the States of Massachusetts and Delaware, as applicable 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 Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable federal and
state securities laws and that the Adviser 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.
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2.11 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.
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, email 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 Underwriter, 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
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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 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
Underwriter 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 Adviser or the Underwriter 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 Underwriter or their designee,
however, the failure to object in writing within two 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 two 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 Underwriter 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.
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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.
4.7 For purposes of this Article 1V, 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 theCompany 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 Underwriter. 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 and the Underwriter. 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 Underwriter agrees 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 Underwriter 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 Underwriter shall cease all use of any such names
or marks.
ARTICLE V. Fees
5.1 Xxxxxxx Advisors, Inc., as Adviser and/or Underwriter shall pay the fees
provided for in the attached SCHEDULE B.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
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(a) The Company agrees to indemnify and hold harmless the Fund, the
Underwriter and each of their respective trustees, directors,
officers, employees or agents and each person, if any, who controls
the Fund or the Underwriter 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 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 Underwriter or the Adviser); 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 Underwriter 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 6.3 hereof.
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(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 6.3 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 Underwriter
(a) The Underwriter 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, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Underwriter) 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 Underwriter 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 Underwriter 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 Underwriter or persons under the control
of the Fund or the Underwriter, 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
Underwriter or persons under the control of the Fund or the
Underwriter, respectively; or
10
(iv) arise as a result of any material failure by the Fund or the
Underwriter 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 Underwriter or the Fund
in this Agreement or arise out of or result from any other
material breach of this Agreement by the Underwriter 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.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Underwriter 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 Underwriter 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 Underwriter 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 Underwriter or persons under the control
of the Fund or the Underwriter, respectively, with respect to the
sale or distribution of the Contracts or Portfolio shares; or
11
(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
Underwriter or persons under the control of the Fund or the
Underwriter, respectively; or
(iv) arise as a result of any material failure by the Fund or the
Underwriter 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 Underwriter or the Fund
in this Agreement or arise out of or result from any other
material breach of this Agreement by the Underwriter 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 Underwriter 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
12
(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.
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 six months' 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 Underwriter or the Adviser 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 Underwriter or the Adviser 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 Underwriter or the Adviser 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 Underwriter's, the Fund's or the Adviser'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
13
(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 shall 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
Underwriter or the Adviser 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 Underwriter or the Adviser if the
Fund, the Underwriter or the Adviser 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 Underwriter; or
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 Underwriter 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
14
purchase payments under the Existing Contracts unless such further
sale of Fund shares is proscribed by law, regulation or an applicable
regulatory body.
(b) Adviser and/or Underwriter 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 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/Underwriter/Adviser:
Xxxxxxx Advisors, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxx
with a copy to: Xxxxxxx Advisors, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
15
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.
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 twoor 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.
16
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
By /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President Product & Marketing
Xxxxxxx Advisors, Inc.
By /s/ Julian Sluyters
--------------------------------------------------
Name: Julian Sluyters
Title: Chief Administrative Officer
17
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 o
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, UFC
PORTFOLIOS
Class A shares of:
Xxxxxxx Tactical Allocation Fund
Xxxxxxx S&P 500 Index Fund
Xxxxxxx Enhanced S&P 500 Fund
Xxxxxxx Enhanced Nasdaq-100 Fund
Any other Fund agreed to by the parties may be added without additional
amendment to this Agreement.
18
SCHEDULE B
In consideration of the services provided by the Company, the Adviser 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.
REVENUE
PORTFOLIO SHARING 12B-1 FEES
------------------------------------------------------------------------------
Xxxxxxx Tactical Allocation Fund (0.15)% (0.25)%
Xxxxxxx S&P 500 Index Fund (0.15)% (0.25)%
Xxxxxxx Enhanced S&P 500 Fund (0.15)% (0.25)%
Xxxxxxx Enhanced Nasdaq 100 Fund (0.15)% (0.25)%
If additional Funds are agreed to by the parties, the compensation will be the
same as provided under this Schedule unless otherwise agreed to as an amendment
to this Agreement.
19
FIRST AMENDMENT TO THE
RETAIL FUND PARTICIPATION AGREEMENT
This Amendment, dated as of the 1st day of May, 2002, between Hartford Life
insurance Company, located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 (the
"Company"), and UBS Global Asset Management (US) Inc. (formerly Xxxxxxx
Advisors, Inc.), located at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000-0000
("Underwriter" and "Adviser"), is made to the
Retail Fund Participation
Agreement between the Company and Underwriter dated June 11, 2001 (the
"Agreement"). Terms defined in the Agreement are used herein as therein defined.
WHEREAS, the Company and Underwriter wish to amend the Agreement to reflect the
name change of the Underwriter and Adviser from Xxxxxxx Advisors, Inc. to UBS
Global Asset Management (US) Inc.,
WHEREAS, the Company and Underwriter further wish to amend the Agreement to
update the names and list of the Portfolios set forth on Schedules A and B to
the Agreement,
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties agree as follows:
1. Schedules A and B to the Agreement are deleted in their entirety and
replaced with the attached Schedules A and B.
2. Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect.
3. The Agreement, as supplemented by this Amendment, is ratified and confirmed.
4. This Amendment, as may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same Amendment.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representatives.
HARTFORD LIFE INSURANCE COMPANY UBS GLOBAL ASSET MANAGEMENT (US) INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxx Xxxxxxxxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxx
Title: Senior Vice President Title: Executive Director
UBS GLOBAL ASSET MANAGEMENT (US) INC.
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: Executive Director
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
Class A Shares of:
UBS Enhanced Nasdaq-100 Fund
UBS Enhanced S&P 500 Fund
UBS Global Balanced Fund
UBS Global Equity Fund
UBS High Yield Fund
UBS S&P 500 Index Fund
UBS U.S. Small Cap Growth Fund
UBS Tactical Allocation Fund
UBS U.S. Bond Fund
Any other Fund agreed to by the parties may be added without additional
amendment to this Agreement.
SCHEDULE B
In consideration of the services provided by the Company, the Adviser and
Underwriter agree 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 12B-1 FEES
-----------------------------------------------------------------------------------------
UBS Enhanced Nasdaq-100 Fund (0.15)% (0.25)%
UBS Enhanced S&P 500 Fund (0.15)% (0.25)%
UBS Global Balanced Fund (0.15)%* (0.25)%
UBS Global Equity Fund (0.15)%* (0.25)%
UBS High Yield Fund (0.15)%* (0.25)%
UBS S&P 500 Index Fund (0.15)% (0.25)%
UBS U.S. Small Cap Growth Fund (0.15)%* (0.25)%
UBS Tactical Allocation Fund (0.15)% (0.25)%
UBS U.S. Bond Fund (0.15)%* (0.25)%
------------
* Up to $15 per account (such amount to be calculated by UBS Global Asset
Management) may be paid out of fund assets. Any additional amount due, if
any, shall be paid by UBS Global Asset Management.
If additional Funds are agreed to by the parties, the compensation will be the
same as provided under this Schedule unless otherwise agreed to as an amendment
to this Agreement.
SECOND AMENDMENT
TO THE
RETAIL FUND PARTICIPATION AGREEMENT
THIS SECOND AMENDMENT, dated as of November 24, 2008, is by and between HARTFORD
LIFE INSURANCE COMPANY ("Company") and UBS GLOBAL ASSET MANAGEMENT (US) INC.
("UBS", "Underwriter" and/or "Advisor"), is made to the
Retail Fund
Participation Agreement between the Company and the Underwriter, dated June 11,
2001, as further amended (the "Agreement").
WITNESSETH:
WHEREAS, the Company and Underwriter wish to amend the Agreement and to update
the names of the Portfolios set forth on SCHEDULE A and SCHEDULE B of the
Agreement; and
NOW THEREFORE, in consideration of the above, Company and Underwriter hereby
agree as follows:
1. SCHEDULES A AND B to the Agreement are deleted in their entirety and
replaced with the attached "SCHEDULE A" and "SCHEDULE B".
2. Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect.
3. The Amendment may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same Amendment.
IN WITNESS WHEREOF, Company and Underwriter have caused this Second Amendment to
be executed by their duly authorized officers effective as of the day and year
first above written.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
UBS GLOBAL ASSET MANAGEMENT (US) INC.
By: /s/ Xxxx Xxxxxxxx
------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
UBS GLOBAL ASSET MANAGMENT (US) INC.
By: /s/ Xxxxx Xxxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Managing Director
UBS GLOBAL ASSET MANAGMENT (AMERICAS) INC.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Executive Director
UBS GLOBAL ASSET MANAGMENT (AMERICAS) INC.
By: /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: Managing Director
THE USB FUNDS, on behalf of the series listed on Schedule A and B
By: /s/ Xxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Secretary
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of
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, Separate Account Fourteen
PORTFOLIOS
Class A Shares of:
UBS Dynamic Alpha Fund
UBS Global Allocation Fund
UBS Global Equity Fund
UBS High Yield Fund
UBS S&P 500 Index Fund
UBS U.S. Small Cap Growth Fund
UBS U.S. Allocation Fund
UBS U.S. Bond Fund
Any other Fund agreed to by the parties may be added without additional
amendment to this Agreement.
SCHEDULE B
In consideration of the services provided by the Company, the Adviser and the
underwriter agree to pay the Company an amount equal to the following basis
point per annum on the average aggregate amount invested by the Company's
Separate Account(s) in each of the Portfolio under the Fund participation
agreement, such amounts to be paid within 30 days of the end of each calendar
quarter.
PORTFOLIO SERVICE FEES 12B-1
--------------------------------------------------------------------------
UBS Dynamic Alpha Fund (.25)% (0.25)%
UBS Global Allocation Fund (.25)%* (0.25)%
UBS Global Equity Fund (.25)%* (0.25)%
UBS High Yield Fund (.25)%* (0.25)%
UBS S&P 500 Index Fund (.25)% (0.25)%
UBS U.S. Small Cap Growth Fund (.25)%* (0.25)%
UBS U.S. Allocation Fund (.25)% (0.25)%
UBS U.S. Bond Fund (.25)%* (0.25)%
------------
* Up to $17 per account (such amount to be calculated by UBS Global Asset
Management) may be paid out of fund assets. Any additional amount due, if
any, shall be paid by UBS Global Asset Management.
If additional Funds are agreed to by the parties, the compensation will be the
same as provided under this Schedule unless otherwise agreed to as an amendment
to this Agreement.
