RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 1st of September, 2001, 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"), Xxxxxxx Xxxxx Trust, a management investment company
organized under the laws of Delaware (hereinafter the"FUND"), and Xxxxxxx, Sachs
& Co., a New York limited partnership (hereinafter the "GS&Co.""UNDERWRITER").
WITNESSETH:
WHEREAS, beneficial interests in the Fund arc 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 "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 the Company
has determined that the Fund and each Portfolio are legally permissible
investment vehicles for the Separate Accounts and the Contracts; 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, GS&Co. is 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
WHEREAS, GS&Co. is also 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 Funds set forth in SCHEDULE A on
behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts and GS&Co. 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 GS&Co. agree as follows:
DESCRIPTION OF SERVICES. The Company hereby agrees to perform some or all of
the following services:
(a) Act directly or through an agent, as recordholder and nominee of all shares
of such Class beneficially owned by customers;
(b) Provide assistance in connection with recordkeeping and administrative
services to its customers in connection with their investments in Class A Shares
including the maintenance of separate records for each customer, which records
will reflect the shares purchased, exchanged and redeemed, including the date
and price for transactions, dividend information and share balances, and the
maintenance of records of the proceeds of redemptions of shares and other
dividends, capital gains or other distributions authorized by the Funds in
accordance with the instructions provided by the customers, including, without
limitation, changes to accounts and reinvestment into the Funds;
(c) Prepare and transmit to customers periodic (at least quarterly) account
statements showing the total number of units owned by customers as of the
statement closing date, the accumulation unit value of such units on such date,
and purchases and redemptions of units by customers during the period covered by
the statement;
(d) Transmit to the customers' plan administrators proxy material, reports and
other information provided by the Fund and/or required to be sent to customers;
(e) If applicable, transmit to the Fund or its designated agents such periodic
reports as may be necessary or appropriate to enable the Trust to comply with
state "Blue Sky" requirements;
(f) Maintain contract balance information for customers and daily and/or
monthly purchase summaries relating to the contracts as required by law or
regulation;
(g) Provide to customers such reports and information with respect to their
investments in the Contract(s) as may be required by then prevailing laws and
regulations under the Internal Revenue Code for qualified employee benefit plan
accounts, and prepare and file or transmit federal, state and local government
reports and returns as required by law with respect to such investments for
accounts maintained on behalf of customers;
(h) Transmit or assist in the transmission of purchase orders, exchange
requests and redemption requests placed by customers in accordance with the
Fund's then current prospectuses;
(i) Prepare and transmit, or assist in the preparation and transmission of,
written confirmations to customers of purchase orders, exchange requests and
redemption requests placed by customers to the extent such confirmations are
required;
(j) Provide or arrange for the provision of materials and other information
describing the Contracts and underlying investment options (including portfolios
of the Funds) to Company's clients;
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(k) Provide facilities to answer inquiries and respond to correspondence from
customers about the status of their accounts or about Funds;
(l) Respond to customer requests for prospectuses and statements of additional
information;
(m) Convey to its customers other information about the Funds as may be
required by federal or state securities laws or regulations; and
(n) Provide such statistical and other information as may be reasonably
requested by the Fund or necessary for the Fund to comply with applicable
federal and state laws.
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Fund and GS&Co. 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 is appointed an agent of the Fund for the limited purpose
of receiving such orders from each Separate Account. Receipt by such designee
shall constitute receipt by the Fund; provided that the Fund or GS&Co. 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 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. Such payment shall be in federal funds transmitted by wire
from the Company's designated custodian to the NSCC and shall be processed in
accordance with the NSCC's Rules and Procedures insofar as they relate to the
same day funds settlement. Except as otherwise specifically provided in this
Agreement, orders will be handled and processed in accordance with the standard
practices of GS&Co. and the Fund and consistent with the registration statement
of each Fund. "NETWORKING" shall mean the NSCC's product that allows Fund's and
Companies to exchange account level information electronically.
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 GS&Co. 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 GS&Co. 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 from the Company's designated custodian to the Fund.
"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.
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1.2 The Fund and GS&Co. 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 as set forth in the Fund's Prospectus and is permitted
by law; provided, however, that GS&Co. and/or the Board of Trustees or
Directors, as applicable, of the Fund (hereinafter the "TRUSTEES/DIRECTORS"),
may suspend the sale of Portfolio shares or withdraw the sale of such shares if
such suspension or withdrawal applies to substantially all of the Fund's
customers and is done in the best interest of the Fund. GS&Co. shall provide the
Company at least sixty (60) days prior written notice of any decision that has
been made to suspend or withdraw the sale of Fund shares.
1.3 Consistent with and subject to the Fund's registration statement and
applicable law, the Fund and GS&Co. 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 the limited purpose of receiving requests for
redemption from each Separate Account and receipt by such designee shall
constitute receipt by the Fund; provided the Fund or GS&Co. 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.
Redemption orders and payment for Fund shares redeemed shall be made in
accordance with this section (and, to the extent not specifically addressed
herein, the Fund's registration statement) and the NSCC's Fund/SERVE System.
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 GS&Co. receives
notice of the redemption order from the Company, provided that the Fund or
GS&Co. 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 GS&Co. 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 the limited purpose of receiving requests for
redemption from each Separate Account and receipt by such designee shall
constitute receipt by the Fund; provided the Fund or GS&Co. 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 GS&Co. receives notice of the redemption order from the Company, provided
that the Fund or GS&Co. receives notice by 10:00 a.m. Eastern Time on such
Business Day. Except as otherwise specifically provided for herein, redemption
orders and payments shall be made in accordance with the Fund's registration
statement.
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.
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1.6 Issuance and transfer of the Fund's shares will he 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 on the Fund's
books and records in the name of the omnibus account established by the Company.
1.7 GS&Co. shall use commercially reasonable efforts to 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 use its commercially reasonable efforts
to 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; any such revocation to be handled in a manner consistent with the
Fund's registration statement.
1.8 GS&Co. 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, unless circumstances beyond GS&Co.'s, the
Fund or their affiliate's control prevent GS&Co. from meeting this deadline.
1.9 (a) The process and determination of the materiality of any net asset value
pricing error and its correction shall be based on GS&Co.'s then-effective
policy on the correction of such errors, which shall at all times meet 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.
1.10 If the Company provides incorrect information to the Fund, GS&Co., 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, and GS&Co.
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 shall 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. The Company's
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entering into and performing its obligations, under this Agreement does not and
will not violate its charter documents or by-laws, rules or regulations, or any
agreement to which it is a party. The Company acknowledges that the Funds are
RETAIL Funds and are not insurance dedicated assets; the Company represents that
the Contracts and Separate Accounts are permitted to invest in the Fund; the
Company acknowledges that Underwriter, Adviser, and Fund are not assuming any
responsibility to ensure that the Fund is managed in a manner that satisfies any
legal or regulatory requirements ( including tax and insurance requirements)
that are applicable to the Company, the Contracts and/or the Separate Accounts.
The Company will notify GS&Co. promptly if for any reason it is unable to
perform its obligations under this Agreement.
2.2 The Fund and GS&Co. 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 federal securities law and
that the Fund is and shall remain registered as a management investment company
under the 1940 Act for as long as the Fund shares are sold; and (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.
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 approved a plan under Rule 12b-1 to
finance distribution expenses.
2.5 The Fund, GS&Co. and Adviser make no representations as to whether any
aspect of their respective operations (including, but not limited to, fees and
expenses and investment policies) complies with the insurance laws or insurance
regulations of the various states.
2.6 GS&Co. represents and warrants that it is a member in good standing of the
NASD and is registered as a broker-dealer with the SEC. GS&Co. further
represents that it will sell and distribute the Fund shares in accordance in all
material respects with all applicable federal 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 State of Delaware 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 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.
2.9 Legal Authority. Each party represents and warrants that the execution and
delivery of this Agreement and the consummation of the transactions contemplated
herein have been duly authorized
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by all necessary corporate, partnership 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.
2.10 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.
2.11 GS&Co. represents and warrants that it is and shall remain duly registered
in all material respects under all applicable federal securities laws.
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.
2.13 State Insurance Restrictions. The Company acknowledges and agrees that it
is the responsibility of the Company to determine the appropriateness of
offering the Funds through its contracts and that neither GS&Co. nor the Fund
shall bear any responsibility to the Company, the Contracts or the Separate
Accounts for any such determination or the correctness of such determination.
2.15. Compliance. Except as specifically set forth in this Agreement, under no
circumstances will any party (or any of such party's affiliates) be held
responsible or liable in any respect for any statements or representations made
by them or their legal advisers to another party concerning the applicability of
any federal or state laws, regulations or other authorities to the activities
contemplated by this Agreement.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 If requested by the Company, the Fund shall provide the Company at no
charge with printed copies of the Fund's current prospectus and statement of
additional information as the Company may reasonably request. In addition, 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 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.
3.1(a). 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 the Company. The Fund
shall pay for all costs for typesetting, printing and distributing proxy
materials to the Company, but not to any of Company's customers.
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3.2 The Fund's statement of additional information shall be obtainable from the
Fund and/or the Underwriter or such other person as the Fund may designate.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund,
GS&Co. 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 or GS&Co. is described, at least ten business days prior to its
use. No such literature or material shall be used without prior approval from
the Fund, GS&Co. or their designee, which approval shall not be unreasonably
withheld. The Fund and GS&Co. hereby represent that they will respond to
Company's requests for approval within such ten (10) day time period. 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. 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 GS&Co. 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 GS&Co. 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 GS&Co. 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 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. 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.
4.10 Customer Complaints. The Company shall promptly address all customer
complaints and resolve such complaints consistent with high ethical standards
and principles of ethical conduct.
4.11 Complaints and Proceedings
(a) The Company shall immediately notify GS&Co. of: (i) any action or
circumstances affecting the Fund that may prevent the lawful offer or sale of
the Contracts or any class of Contracts in any state or jurisdiction, including,
without limitation, any circumstance in which such Contracts are not registered,
qualified and approved, and, in all material respects, issued and sold in
accordance with applicable state and federal laws. The Company will make every
reasonable effort to prevent the issuance of any such stop order, cease and
desist order or similar order and. if any such order is issued, to obtain the
lifting thereof at the earliest possible time.
(b) The Company shall provide to GS&Co. any complaints it has received from
Contract Owners pertaining to GS&Co. or a Fund, and GS&Co. and Distributor shall
each provide to the Company any complaints it has received from Contract Owners
relating to the Contracts.
4.12 Cooperation. Each party hereto shall cooperate with the other parties and
all appropriate government authorities (including without limitation the SEC,
the NASD and state securities and insurance regulators) and shall permit such
authorities reasonable access to its books and records in connection with any
investigation or inquiry by any such authority relating to this Agreement or the
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transactions contemplated hereby. However, such access shall not extend to
attorney-client privileged information.
ARTICLE V. Fees and Expenses
5.1 The Fund shall pay the fees and expenses provided for in the attached
SCHEDULE B.
5.2. Company Expenses. Expenses incident to the Company's performance of its
duties and obligations under this Agreement include, but are not limited to, the
costs of:
(a) the sale, marketing and distribution of the Contracts and compensation for
Contract sales;
(b) administration of the Contracts;
(c) preparation, printing and dissemination of all statements and notices to
Contract Owners required by any Federal or state insurance law other than the
costs related to the Fund's prospectuses, proxy statements and other notices to
shareholders; and
(d) preparation, printing and dissemination of all marketing materials for the
Contracts except where other arrangements are made in advance.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, GS&Co. and each
of their respective trustees, directors, officers, employees or agents and each
person, if any, who controls the Fund or GS&Co. 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
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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,
GS&Co.); 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 slate 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 GS&Co. 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;
(v) arise out of or are based upon any violation of federal or state law
by, the Company or persons under its control or subject to its
authorization, including without limitation, any broker-dealers or
agents authorized to sell the Contracts, with respect to the sale,
marketing or distribution of the Contracts or Fund shares,
including, without limitation, any impermissible use of broker-only
material, unsuitable or improper sales of the Contracts or
unauthorized representations about the Contracts or GS&Co.;
(vi) arise out of any material breach by the Company or persons under its
control (or subject to its authorization) of this Agreement; or
(vii) arise out of any breach of any warranties contained in Article II
hereof, any failure to transmit a request for redemption or
purchase of Fund shares or payment therefor on a timely basis in
accordance with the procedures set forth in Article I, or any
unauthorized use of the names, trade names or trademark of GS&Co.;
(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.
11
6.2 Indemnification By GS&Co.
(a) GS&Co. 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
GS&Co.) 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 GS&Co. 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) the willful misfeasance, bad faith, gross negligence or reckless
disregard of duty of the Fund or GS&Co. or persons under the control
of the Fund or GS&Co., 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 GS&Co. or persons under the control of the
Fund or GS&Co., respectively; or
(iv) arise as a result of any material failure by the Fund or GS&Co. to
provide the services and furnish the materials under the terms of
this Agreement;
(v) arise out of or result from any material breach of any
representation and/or warranty made by GS&Co. or the Fund in this
Agreement or arise out of or result from any other material breach
of this Agreement by GS&Co. or the Fund; except to the extent
provided in Sections 6.2(b) and 6.4 hereof;
(vi) arise out of or are based upon any violation of federal or state law
by GS&Co. or persons under its control or subject to its
authorization;
12
(vii) arise out of any material breach by GS&Co. or persons under its
control (or subject to its authorization) of this Agreement; or
(viii) arise out of any breach of any warranties contained in Article II
hereof, any failure to transmit a redemption of shares or payment
therefor on a timely basis in accordance with the procedures set
forth in Article I, or any unauthorized use of the names, trade
names or trademark of Company.
(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 GS&Co. 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 GS&Co. 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 GS&Co. 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
GS&Co. or persons under the control of the Fund or GS&Co.,
respectively, with respect to the sale or distribution of the
Contracts or Portfolio shares; or
13
(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 GS&Co. or persons under the control of the
Fund or GS&Co., respectively; or
(iv) arise as a result of any material failure by the Fund or GS&Co. 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 GS&Co. or the Fund in this
Agreement or arise out of or result from any other material breach
of this Agreement by GS&Co. 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 GS&Co. 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
14
(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.
6.5 Rule of Construction. It is the parties' intention that, in the event of
an occurrence for which the Underwriter has agreed to indemnify the Company, the
Company shall seek indemnification from the Fund only in circumstances in which
the Fund is entitled to seek indemnification from a third party with respect to
the same event or cause thereof.
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 New York.
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 TERMINATION. This Agreement shall continue in effect until June 30 of the
year following the date first set forth above, and shall continue in effect from
year to year thereafter unless otherwise terminated as provided for herein. All
material amendments to this Agreement must be in writing and must be approved by
the Trustees in the manner described above for continuing this Agreement. The
term "assignment" shall have the meaning given to it in the 1940 Act. Any notice
furnished hereunder shall be in writing and shall be mailed or delivered to the
other party at its address set forth in Article IX below.
8.2 This Agreement shall terminate:
(a) at the option of any party upon ninety (90) 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, GS&Co. 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, GS&Co. 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, GS&Co. by the NASD, NASDR, the SEC, or any state securities or
insurance department or any
15
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 GS&Co.'s, or the Fund'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.
8.3 Notice Requirement
(a) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.2(b), 8.2(c) or 8.2(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 8.2(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.
8.4 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.
8.5 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to Section
8.2(a) through 8.2(e) 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 180 days after the termination
of this Agreement pursuant to the terms and conditions of this Agreement and 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) The Fund and/or Underwriter shall remain obligated to pay Company the
fee(s) 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
16
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:
Xxxxxxx Xxxxx Trust
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxxx
Managing Director
If to GS&Co.:
Xxxxxxx Xxxxx Trust
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxxx
Managing Director
17
with a copy to:
Xxxxxxx, Xxxxx & Co.
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx XxXxxxxx Managing Director
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.
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.
18
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 XXXXXXX, SACHS & CO.
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxx XxXxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxx XxXxxxxx
Title: Vice President Product/Marketing Title: Managing Director
XXXXXXX XXXXX TRUST
By /s/ Xxxxx Xxxxxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Managing Director
19
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
PORTFOLIOS
Xxxxxxx Sachs Capital Growth
Xxxxxxx Xxxxx Core Small Equity
Xxxxxxx Sachs International Equity
Xxxxxxx Xxxxx Global Income
Xxxxxxx Sachs Government Income
* Class A Shares
20
SCHEDULE B
In consideration of the services provided by the Company, GS&Co. 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.
PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Capital Growth 0.15% of the average daily net asset value 0.05%*
of non-money market Class A Shares which
are beneficially owned by Company's
customers during such period.
Xxxxxxx Sachs Core Small Equity 0.15% of the average daily net asset value 0.05%*
of non-money market Class A Shares which
arc beneficially owned by Company's
customers during such period.
Xxxxxxx Xxxxx International Equity 0.15% of the average daily net asset value 0.05%*
of non-money market Class A Shares which
are beneficially owned by Company's
customers during such period.
Xxxxxxx Sachs Global Income 0.15% of the average daily net asset value 0.05%*
of non-money market Class A Shares which
are beneficially owned by Company's
customers during such period.
Xxxxxxx Xxxxx Government Income 0.15% of the average daily net asset value 0.05%*
of non-money market Class A Shares which
are beneficially owned by Company's
customers during such period.
------------
* A portion of these fees may be paid by GS&Co.'s investment advisory revenue.
21
FIRST AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
Between
XXXXXXX SACHS TRUST
And
XXXXXXX, XXXXX & CO.
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of May, 2002 between
HARTFORD LIFE INSURANCE COMPANY ("Company"), and XXXXXXX SACHS TRUST, a
management investment company organized under the laws of Delaware, and XXXXXXX,
XXXXX & CO., a
New York limited partnership.
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
certain Portfolios,
NOW, THEREFORE, the parties agree as follows:
1 . Schedules A and B shall be replaced by the attached Schedule A and Schedule
B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY XXXXXXX SACHS TRUST
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxxxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxxx Name:
Title: Vice - President Title:
Date: 6-21-02 Date:
XXXXXXX, SACHS & CO.
By: /s/ Xxxxx Xxxxxxxxxxx
------------------------------
Name:
Title:
Date:
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
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven
PORTFOLIOS
Xxxxxxx Sachs Capital Growth
Xxxxxxx Xxxxx CORE Small Cap Equity
Xxxxxxx Sachs International Equity
Xxxxxxx Xxxxx Global Income
Xxxxxxx Sachs Government Income
Xxxxxxx Xxxxx Mid Cap Value
Xxxxxxx Sachs Small Cap Value
Xxxxxxx Xxxxx CORE US Equity
Xxxxxxx Sachs Balanced
Xxxxxxx Xxxxx Growth & Income
Xxxxxxx Sachs Growth Opportunities
Xxxxxxx Xxxxx Core Fixed Income
* Class A Shares
2
SCHEDULE B
In consideration of the services provided by the Company, Xxxxxxx, Sachs & Co.
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.
PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE
--------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Capital Growth 0.15% of the average daily net 0.05%*
asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
Xxxxxxx Sachs CORE Small Cap 0.15% of the average daily net 0.05%*
Equity asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
Xxxxxxx Xxxxx International 0.15% of the average daily net 0.05%*
Equity asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
Xxxxxxx Sachs Global Income 0.15% of the average daily net 0.05%*
asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
Xxxxxxx Xxxxx Government 0.15% of the average daily net 0.05%*
Income asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
Xxxxxxx Sachs Mid Cap Value 0.15% of the average daily net 0.05%*
asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
Xxxxxxx Xxxxx Small Cap Value 0.15% of the average daily net 0.05%*
asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
3
PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE
--------------------------------------------------------------------------------------
Xxxxxxx Sachs CORE US Equity 0.15% of the average daily net 0.05%*
asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
Xxxxxxx Xxxxx Balanced 0.15% of the average daily net 0.05%*
asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
Xxxxxxx Sachs Growth & Income 0.15% of the average daily net 0.05%*
asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
Xxxxxxx Xxxxx Growth 0.15% of the average daily net 0.05%*
Opportunities asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
Xxxxxxx Sachs Core Fixed 0.15% of the average daily net 0.05%*
Income asset value of non-money
market Class A Shares which
are beneficially owned by
Company's customers during
such period.
------------
* A portion of these fees may be paid by Xxxxxxx, Xxxxx & Co.'s investment
advisory revenue.
4
SECOND AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
Between
XXXXXXX SACHS TRUST
And
XXXXXXX, XXXXX & CO.
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of August, 2003
between HARTFORD LIFE INSURANCE COMPANY ("Company"), and XXXXXXX SACHS TRUST, a
management investment company organized under the laws of Delaware, and XXXXXXX,
XXXXX & CO., a
New York limited partnership.
WHEREAS, the parties entered into a
Retail Fund Participation Agreement dated
September 1, 2001, as amended as of May 1, 2002 (the "Agreement"), and now
desire to further amend the Agreement to allow for the addition of the Xxxxxxx
Sachs Strategic Growth Portfolio,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedule A and Schedule
B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY XXXXXXX XXXXX TRUST
By: Xxxxx Xxxxx By: /s/ Xxxxx X. XxXxxxxx
------------------------------- -------------------------------
Name: Xxxxx Xxxxx Name: Xxxxx X. XxXxxxxx
Title: Vice President Title: Vice President
Date: 8-4-03 Date: July 28, 2003
XXXXXXX, SACHS & CO.
By: /s/ Xxxxx X. XxXxxxxx
-------------------------------
Name: Xxxxx X. XxXxxxxx
Title: Managing Director
Date: July 28, 2003
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
403 AND/OR 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven
PORTFOLIOS
Xxxxxxx Xxxxx Capital Growth
Xxxxxxx Sachs CORE Small Cap Equity
Xxxxxxx Xxxxx International Equity
Xxxxxxx Sachs Global Income
Xxxxxxx Xxxxx Government Income
Xxxxxxx Sachs Mid Cap Value
Xxxxxxx Xxxxx Small Cap Value
Xxxxxxx Sachs CORE US Equity
Xxxxxxx Xxxxx Balanced
Xxxxxxx Sachs Growth & Income
Xxxxxxx Xxxxx Growth Opportunities
Xxxxxxx Sachs Core Fixed Income
Xxxxxxx Xxxxx Strategic Growth
* Class A Shares
2
SCHEDULE B
In consideration of the services provided by the Company, Xxxxxxx, Sachs & Co.
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.
PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE
----------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Capital Growth 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Sachs CORE Small Cap Equity 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Xxxxx International Equity 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Sachs Global Income 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Xxxxx Government Income 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Sachs Mid Cap Value 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Xxxxx Small Cap Value 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
3
PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE
----------------------------------------------------------------------------------------------------------
Xxxxxxx Sachs CORE US Equity 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Xxxxx Balanced 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Sachs Growth & Income 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Xxxxx Growth Opportunities 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Sachs Core Fixed Income 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
Xxxxxxx Xxxxx Strategic Growth 0.15% of the average daily net asset value of 0.05%*
non-money market Class A Shares which are
beneficially owned by Company's customers
during such period.
------------
* A portion of these fees may be paid by Xxxxxxx, Sachs & Co.'s investment
advisory revenue.
4
THIRD AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
Between
XXXXXXX XXXXX TRUST
And
XXXXXXX, SACHS & CO.
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of November, 2004
between HARTFORD LIFE INSURANCE COMPANY ("Company"), and XXXXXXX XXXXX TRUST, a
management investment company organized under the laws of Delaware, and XXXXXXX,
SACHS & CO., a
New York limited partnership.
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
certain Portfolios,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedule A and Schedule
B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY XXXXXXX XXXXX TRUST
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx XxXxxxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxx Name: Xxxxx XxXxxxxx
Title: Vice President Title: Managing Director
Date: November 30, 2004 Date: November 18, 2004
XXXXXXX, SACHS & Co.
By: /s/ Xxxxx XxXxxxxx
--------------------------------
Name: Xxxxx XxXxxxxx
Title: Managing Director
Date: November 18, 2004
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, UFC, Eleven
PORTFOLIOS
Xxxxxxx Xxxxx Balanced (Class A Shares)
Xxxxxxx Sachs Capital Growth (Class A Shares)
Xxxxxxx Xxxxx Core Fixed Income (Class A Shares)
Xxxxxxx Sachs Core Fixed Income (Class A Shares)
Xxxxxxx Xxxxx CORE International Equity (Service Class Shares)
Xxxxxxx Sachs CORE Small Cap Equity (Class A Shares)
Xxxxxxx Xxxxx CORE US Equity (Class A Shares)
Xxxxxxx Sachs Global Income (Class A Shares)
Xxxxxxx Xxxxx Government Income (Class A Shares)
Xxxxxxx Sachs Growth & Income (Class A Shares)
Xxxxxxx Xxxxx Growth Opportunities (Class A and Service Class Shares)
Xxxxxxx Sachs Growth Opportunities (Class A Shares)
Xxxxxxx Xxxxx High Yield (Class A Shares)
Xxxxxxx Sachs International Equity (Class A Shares)
Xxxxxxx Xxxxx Large Cap Value (Service Class Shares)
Xxxxxxx Sachs Mid Cap Value (Class A and Service Class Shares)
Xxxxxxx Xxxxx Small Cap Value (Class A and Service Class Shares)
Xxxxxxx Sachs Tollkeeper (Service Class Shares)
2
SCHEDULE B
In consideration of the services provided by the Company, Xxxxxxx, Xxxxx & Co.
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.
CLASS A SHARES:
PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE
----------------------------------------------------------------------------------------------------------
Xxxxxxx Sachs Capital Growth (0.15% of the average daily net asset 0.05%*
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Xxxxx CORE Small Cap Equity 0.15% of the average daily net asset 0.05%*
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Sachs High Yield 0.15% of the average daily net asset 0.05%*
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Xxxxx International Equity 0.15% of the average daily net asset 0.05%*
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Sachs Global Income 0.15% of the average daily net asset 0.05%*
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Xxxxx Government Income 0.15% of the average daily net asset 0.05%*
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Sachs Mid Cap Value 0.15% of the average daily net asset 0.05%*
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during
3
PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE
-------------------------------------------------------------------------------------------------------------
such period.
Xxxxxxx Xxxxx Small Cap Value 0.15% of the average daily net asset 0.05% *
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Sachs CORE US Equity 0.15% of the average daily net asset 0.05% *
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Xxxxx Balanced 0.15% of the average daily net asset 0.05% *
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Sachs Growth & Income 0.15% of the average daily net asset 0.05% *
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Xxxxx Growth Opportunities 0.15% of the average daily net asset 0.05% *
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
Xxxxxxx Sachs Core Fixed Income 0.15% of the average daily net asset 0.05% *
value of non-money market Class A Shares
which are beneficially owned by
Company's customers during such period.
SERVICE CLASS SHARES:
ADDITIONAL SERVICE ADMINISTRATIVE
PORTFOLIO SERVICE FEES FEE FEE
---------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx CORE International Equity 0.25% 0.25% 0.25%
Xxxxxxx Sachs Growth Opportunities 0.25% 0.25% 0.25%
Xxxxxxx Xxxxx Large Cap Value 0.25% 0.25% 0.25%
Xxxxxxx Sachs Mid Cap Value 0.25% 0.25% 0.25%
4
ADDITIONAL SERVICE ADMINISTRATIVE
PORTFOLIO SERVICE FEES FEE FEE
--------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Small Cap Value 0.25% 0.10% 0.25%
Xxxxxxx Sachs Tollkeeper 0.25% 0.25% 0.25%
------------
* A portion of these fees may be paid by Xxxxxxx, Xxxxx & Co.out of its own
revenue.
5
FOURTH AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
AMONG
XXXXXXX SACHS TRUST
XXXXXXX, XXXXX & CO.
AND
HARTFORD LIFE INSURANCE COMPANY
THIS FOURTH AMENDMENT is made and entered into as of the 28th day of October,
2008 among Hartford Life Insurance Company ("Company"), Xxxxxxx Sachs Trust, a
management investment company organized under the laws of Delaware, and Xxxxxxx,
Xxxxx & Co., a
New York limited partnership.
WITNESSETH:
WHEREAS, the parties entered into a
Retail Fund Participation Agreement dated
September 1, 2001, as last amended on November 1, 2004 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
the R and IR Share Classes,
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreement hereinafter contained, the parties hereby agree to amend Schedule A
and B, pursuant to the terms of the Agreement as follows:
1. Schedules A and B shall be deleted in their entirety and replaced with the
attached Schedules A and B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment effective as of the date first written above.
XXXXXXX, SACHS & CO. HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. XxXxxxxx By: /s/ Xxxxx Xxxxx
------------------------------- -------------------------------
Name: Xxxxx X. XxXxxxxx Name: Xxxxx Xxxxx
Title: Managing Director Title: Assistant Vice President
Date: 11/10/08 Date: 10/29/08
XXXXXXX XXXXX TRUST
By: /s/ Xxxxx X. XxXxxxxx
-------------------------------
Name: Xxxxx X. XxXxxxxx
Title: President
Date: 11/10/08
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, Kl, 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
All Series of the Xxxxxxx Xxxxx Trust (Class A, Class R, Class IR and Service
Class only)
SCHEDULE B
In consideration of the services provided by the Company, XXXXXXX SACHS TRUST
and XXXXXXX, XXXXX & CO. 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.
ADDITIONAL SERVICE
PORTFOLIO 12B-1 FEES (1) SUB-TA FEES FEES (2)
---------------------------------------------------------------------------------------------------------------------------------
All Xxxxxxx Sachs Trust Equity Funds -- Class A Shares 0.25% 0.15% 0.15%
All Xxxxxxx Xxxxx Trust Fixed Income Funds -- Class A Shares 0.25% 0.15% 0.05%
All Xxxxxxx Sachs Trust Equity Funds -- Class R Shares 0.50% 0.15% 0.10%
All Xxxxxxx Xxxxx Trust Fixed Income Funds -- Class R Shares 0.50% 0.15% 0.05%
All Xxxxxxx Sachs Trust Equity Funds -- Class IR Shares 0.00% 0.15% 0.10%
All Xxxxxxx Xxxxx Trust Fixed Income Funds -- Class IR Shares 0.00% 0.15% 0.05%
ADMINISTRATIVE ADDITIONAL SERVICE
PORTFOLIO SERVICE FEES (1) FEES (1) FEES (2)
---------------------------------------------------------------------------------------------------------------------------------
All Xxxxxxx Sachs Trust Equity Funds -- Service Shares 0.25% 0.25% 0.15%
All Xxxxxxx Xxxxx Trust Fixed Income Funds -- Service Shares 0.25% 0.25% 0.05%
------------
(1) The 12b-1, Service and Administrative Fees are paid out of Fund assets.
Each quarter's 12b-1, Service and Administrative Fees shall be determined
based on assets in the account at the end of each quarter and each
quarterly 12b-1, Service and Administrative Fees will be independent of
every other quarterly fee.
(2) The Additional Service Fees are paid from the profits of Xxxxxxx, Sachs &
Co. and/or its affiliates.
FIFTH AMENDMENT TO RETAIL PARTICIPATION AGREEMENT
AMONG
XXXXXXX XXXXX TRUST
XXXXXXX, SACHS & CO.
AND
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT dated February , 2011 (the "AMENDMENT") and made effective
January 1, 2011 to the
Retail Fund Participation Agreement dated September 1,
2001 (together with all amendments, supplements and exhibits thereto, the
"AGREEMENT") is made and entered into by and among Hartford Life Insurance
Company ("HLI"or the "COMPANY"), Xxxxxxx Xxxxx Trust, ("FUND"), and Xxxxxxx,
Sachs & Co. ("FUND DISTRIBUTOR" or "UNDERWRITER"). Together, Hartford, Fund and
Underwriter are referred to as the "PARTIES".
WHEREAS, the Parties wish to amend the agreement Article I of the Agreement in
order to accommodate funds with redemption fees;
WHEREAS, the Parties wish to amend the Agreement by deleting Schedule A and
Schedule B to the Agreement and replacing it with Schedule A and Schedule B
attached to this Amendment; and
WHEREAS, Hartford Securities Distribution Company, Inc.("HSD"), a broker-dealer
registered with the Securities Exchange Commission under the Securities Act of
1934, a member of the Financial Industry Regulatory Authority, and affiliate of
Company.
NOW, THEREFORE, the Parties hereby amend the Agreement as follows:
1. HSD is hereby added as a party to this Agreement.
2. Section 9.1(a) is hereby amended to add the following to the end of the
section:
If to Hartford Securities Distribution Company, Inc.:
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, RPG
3. Article I is hereby amended to include section 1.11:
a. HLI does not have the capability to assess, collect or remit any mutual
fund redemption fees with respect to the Funds offered under this
Agreement. HLI may have limited capability to do so in the future.
4. Schedule A to the Agreement is hereby deleted in its entirety and replaced
with the new Schedule A attached hereto.
5. Schedule B to the Agreement is hereby deleted in its entirety and replaced
with the new Schedule B attached hereto.
6. In all other respects, the terms of the Agreement remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly
authorized officers as of the first date written above.
XXXXXXX, XXXXX & CO. HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. XxXxxxxx By: /s/ Xxxxxxx X. Xxxx
------------------------------ ------------------------------
Name: Name: Xxxxxxx X. Xxxx
Title: Title: Assistant Vice President
XXXXXXX XXXXX TRUST
By: /s/ Xxxxx X. XxXxxxxx
------------------------------
Name:
Title:
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.
PORTFOLIOS
All Series of the Xxxxxxx Xxxxx Trust (A,S, I, IR and R, excluding Money market
funds).
SCHEDULE B
COMPENSATION
In consideration of the services provided by the Company, XXXXXXX SACHS TRUST
and XXXXXXX, XXXXX & CO. agree to pay the Company or HSD 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.
Fees paid in accordance with each Fund's Rule 12b-1 plan identified below will
be made payable to HSD. Sub T/A Fees paid for sub-accounting/recordkeeping
services will be made payable to the Company.
PORTFOLIO 12B-1 FEES (1) SUB-TA FEES (3) ADDITIONAL REVENUE (2)
----------------------------------------------------------------------------------------------------
Class A Shares -- Equity Funds 0.25% 0.15% 0.15%
Class A Shares -- Fixed Income Funds 0.25% 0.15% 0.15%
Class C Shares -- Equity Funds 1.00% 0.15% 0.15%
Class C Shares -- Fixed Income Funds 1.00% 0.15% 0.15%
Institutional Shares -- Equity Funds 0.00% 0.00% 0.15%
Institutional Shares -- Fixed Income
Funds 0.00% 0.00% 0.15%
Retirement Shares -- Equity Funds 0.50% 0.15% 0.15%
Retirement Shares -- Fixed Income Funds 0.50% 0.15% 0.15%
Institutional Retirement Shares --
Equity Funds 0.00% 0.15% 0.15%
Institutional Retirement Shares -- Fixed
Income Funds 0.00% 0.15% 0.15%
ADMINISTRATIVE
PORTFOLIO SERVICE FEES (1) FEES (3) ADDITIONAL REVENUE (2)
-------------------------------------------------------------------------------------------------
Service Class Shares -- Equity 0.25% 0.25% 0.15%
Service Class Shares -- Fixed
Income 0.25% 0.25% 0.15%
Wire & ACH instructions for Hartford Securities Distribution 12b-1 and Service
Fees:
Bank of America
Xxxxxxxx, XX 00000
Acct Name: Hartford Securities Distribution Company
ABA #000000000
Acct # 50451925
Wire or ACH instructions are subject to change without necessitating an
amendment and any such change will be communicated to the Fund by the Company
Please ensure Fund company name, fee type and payment period incurred are
included in the wire or ACH
