Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. XxXxxx
Re: FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT AND EXHIBIT A BETWEEN
HARTFORD LIFE INSURANCE COMPANY, FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC. AND
FRANKLIN MUTUAL SERIES FUND INC.
WHEREAS, HARTFORD LIFE INSURANCE COMPANY, (hereinafter the "Company"),
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC., (hereinafter the "Underwriter"), and
FRANKLIN MUTUAL SERIES FUND INC., (hereinafter the "Fund") heretofore entered
into a Fund Participation Agreement dated October 1, 1998, as amended (the
"Agreement") on its own behalf and on behalf of each separate account of the
Company set forth in Schedule A hereto, (each such separate account hereinafter
referred to as a "Separate Account"); and
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 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, 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,
Underwriter and Fund hereby amend the Agreement by:
- Amending and restating Schedule A of the Agreement to include
Separate Accounts from 401, 403 and 457 markets. Any of the
Separate Accounts described on the Schedule A, as amended, may
invest in any of the Portfolios listed on the Schedule A ; and
- The provisions contained in this Agreement shall be subject to
the provisions of Schedule B of the Master Shareholder Services
Agreement, as amended, which contains National Securities
Clearing Corporation ("NSCC") provisions and shall be controlling
in the event of any conflict between the two sets of provisions.
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
20th day of September, 2000.
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------------
Xxxxxx X. Xxxxxxx, Xx., Exec. Vice
President and Director
FRANKLIN MUTUAL SERIES FUND INC.
By: /s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx, Vice President &
Assistant Secretary
Accepted and agreed to:
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxx Xxxxxxxx
-----------------------------
Name: Xxxx Xxxxxxxx
-----------------------------
Title: Assistant Actuary
-----------------------------
Date: 11/06/00
-----------------------------
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, UFC
PORTFOLIOS
Mutual Series Beacon Fund Class A Shares
Mutual Series Financial Services Fund Class A Shares
Mutual Series Qualified Fund Class A Shares
Mutual Series Shares Fund Class A Shares
Mutual Discovery Fund Class A Shares
Mutual European Fund Class A Shares
A-1
EXHIBIT B
PROVISIONS RELATING TO AGENCY SERVICES (NSCC VERSION)
A. You, or your agent or designee, agree, in connection with
establishing an account or accounts for Benefit Plans, to complete an Account
Application for each registration, if requested by Franklin Xxxxxxxxx.
B. You represent that you or your agent or designee are members of the
National Securities Clearing Corporation ("NSCC") and you agree that the terms
and conditions of NSCC membership shall be incorporated herein and the parties
hereto shall act according to their duties as NSCC members and the procedures
established by the NSCC, specifically with respect to the transmission and
acceptance of electronic instructions for the purchase and redemption of Fund
shares through the NSCC's Defined Contribution Clearance and Settlement
("DCC&S") System.
C. We will furnish or cause to be furnished to you, for each Fund (1)
confirmed net asset value information as of the close of trading (currently 4:00
p.m. Eastern time, 1:00 p.m. Pacific time) on the New York Stock Exchange (the
"Close of Trading") on each business day that the New York Stock Exchange is
open for business (each a "Business Day") or at such other time as the net asset
value of a Fund is calculated, as disclosed in the relevant then current
prospectus(es), in a format which includes the Fund's name and the change from
the last calculated net asset value, (2) dividend and capital gains information
as it arises, and (3) in the case of fixed income funds, the daily accrual or
the distribution rate factor. We shall use our best efforts to provide such
information to you via the NSCC's Networking or Mutual Fund Profile system by
6:30 p.m. Eastern time, 3:30 p.m. Pacific time.
D. You, as agent for the Franklin Xxxxxxxxx Funds shall for each Fund
Account: (1) receive from the Benefit Plans for acceptance before the Close of
Trading on each Business Day: (a) orders for the purchase of shares of any Fund,
(b) exchange orders, and (c) redemption requests and redemption directions with
respect to shares of any Fund held by the Benefit Plans ("Instructions"); (2)
transmit to the NSCC net purchase and/or net redemption Instructions to be
received by us no later than 6:00 a.m. Eastern time, 3:00 a.m. Pacific time on
the next Business Day; and (3) upon acceptance of any such Instructions,
communicate such acceptance to the applicable Benefit Plans (a "Confirmation").
All Instructions shall include the fund/broker account number assigned to your
account(s). The Business Day on which such Instructions are received in proper
form by you and time stamped by the Close of Trading will be the date as of
which Fund shares shall be deemed purchased, exchanged, or redeemed, provided
such Instructions are transmitted to us within the time set forth above.
Instructions received in proper form by you and time stamped after the Close of
Trading on any given Business Day shall be treated as if received on the next
Business Day. You warrant that all orders, Instructions and Confirmations
received by you which will be transmitted to us for processing on a Business Day
will have been received and time stamped prior to the Close of Trading on that
Business Day. Instructions received after the 6 a.m. time set forth above shall
be processed on the next Business Day. If specifically agreed to by us in
writing, you may have the option of communicating Instructions to us by means
other than DCC&S but such option will only be applicable to such Fund Accounts
and for such periods as is specifically agreed to in advance.
E. In the event that NSCC systems are not functioning on a given
Business Day, you shall transmit Instructions to us via facsimile within one
hour of the time set forth above. However, this paragraph E will not be
applicable to Instructions which have already been entered into DCC&S but not
received by us. You must call the existence of any such Instructions to our
attention and we will use commercially reasonable efforts to process those
Instructions in a mutually satisfactory manner.
F. Net purchase and net redemption transactions shall be settled in
accordance with NSCC rules and procedures. In the event that NSCC systems are
not functioning on a given Business Day (1) for net purchase Instructions, you
shall wire payment, or arrange for payment to be wired by your designated bank,
in immediately available funds, to a Fund custodial account or accounts
designated by us; and (2) for net redemption Instructions, we shall wire
payment, or arrange for payment to be wired, in immediately available funds, to
an account designated by you in the Application described in paragraph A above.
Such wires must be received no later than the close of the Federal Bank on the
Business Day such Instructions are received by us in accordance with Paragraph D
above.
G. Nothing herein shall prevent a Fund from delaying or suspending the
right of redemption in accordance with the provisions of the Investment Company
Act of 1940, as amended, and the rules thereunder.
H. You shall be solely responsible for the accuracy of any Instruction
transmitted to us via NSCC systems or otherwise and the transmission of such
Instruction shall constitute your representation to us that the Instruction is
accurate, complete and duly authorized by the Benefit Plan participant whose
Fund shares are the subject of the Instruction. You shall assume responsibility
for any loss to us or to a Fund caused by a cancellation or correction made
subsequent to the date as of which an order or Instruction has been placed, and
you will immediately pay such loss to us or such Fund upon notification. You
agree to indemnify and hold us harmless with respect to any such losses
including losses resulting from Instructions involving investments in incorrect
Funds. In the event of a material error (in accordance with SEC guidelines) in
the computation of a Fund(s)' net asset value per share ("NAV") or any dividend
or capital gain distribution (each a "Pricing Error"), we shall notify you as
soon as possible after discovery of the Pricing Error. We agree to correct and
make all accounts whole for any pricing error and to notify you regarding such
pricing error with the incorrect information as well as the correct information.
We shall indemnify and hold you harmless from the effective date of this
Agreement against any amount you are required to pay to Benefit Plans due to (1)
the Fund's incorrect calculation of the daily net asset value, dividend rate, or
capital gains distribution rate; or, (2) incorrect reporting of the daily net
asset value, dividend rate, or capital gain distribution rate. Any gain to you,
or the Benefit Plans, attributable to the incorrect calculation or reporting of
the daily net asset value shall be immediately returned to the Fund. You agree
to make a reasonable effort to recover from the Benefit Plans or Benefit Plan
participants any material gain (in accordance with SEC guidelines) to you or the
Benefit Plans as a result of the foregoing, but you are not required to take any
legal action against such Benefit Plans. In no event, however, shall you be
liable to the Fund for any such amounts, provided the overpayment was not caused
by you or the Benefit Plans. You will submit an invoice to us for any material
losses incurred by you or the Benefit Plans as a result of the foregoing, which
shall be payable by us within sixty (60) days of receipt.
I. Each party shall notify the other of any errors or omissions in any
information including the net asset value and distribution information set forth
above, and interruptions in or delay or unavailability of, the means of
transmittal of any such information as promptly as possible. You agree to
maintain reasonable Errors and Omissions insurance coverage commensurate with
your responsibilities under this Agreement.
SECOND AMENDMENT
TO
FUND PARTICIPATION AGREEMENT
BY AND BETWEEN
HARTFORD LIFE INSURANCE COMPANY,
FRANKLIN DISTRIBUTORS, INC.
AND
FRANKLIN MUTUAL SERIES FUND, INC.
HARTFORD LIFE INSURANCE COMPANY, (hereinafter the "Company"), FRANKLIN/XXXXXXXXX
DISTRIBUTORS, INC. (hereinafter the "Underwriter") and FRANKLIN MUTUAL SERIES
FUND, INC. (hereinafter the "Fund") hereby enter into this Amendment as of the
1st day of January, 2002.
WHEREAS, Company, Underwriter and Fund previously entered into a Fund
Participation Agreement ("Agreement") dated October 1, 1998, as amended on
September 20, 2000.
NOW THEREFORE, the parties wish to further amend the Agreement as follows:
- Schedule A is hereby deleted in its entirety and replaced with the attached
Schedule A.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representatives.
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxx, Chairman of the
Board
FRANKLIN MUTUAL SERIES FUND, INC.
By: /s/ Xxxxx X. Xxxx
-----------------------------------
Xxxxx X. Xxxx, Vice President and
Assistant Secretary
Accepted and agreed to:
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxx
-------------------------------
Title: Senior Vice President
-------------------------------
Date: 5-15-02
-------------------------------
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
Mutual Beacon Fund - Class A
Mutual Financial Services Fund - Class A
Mutual Qualified Fund - Class A
Mutual Shares Fund - Class A and R
Mutual Discovery Fund - Class A
Mutual European Fund - Class A
A-1
