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ITEM 23(h)(8)
AMENDMENT TO PARTICIPATION AGREEMENT
EFFECTIVE AS OF JANUARY 1, 2000
AMONG HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
ONE GROUP INVESTMENT TRUST,
BANC ONE INVESTMENT ADVISORS CORPORATION, AND
ONE GROUP ADMINISTRATIVE SERVICES, INC.
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AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to the Participation Agreement is made effective as of
January 1, 2000 among Hartford Life and Annuity Insurance Company (the
"Company"), One Group(R) Investment Trust (the "Trust"), Banc One Investment
Advisors Corporation (the "Adviser"), and One Group Administrative Services,
Inc., a Delaware corporation (the "Services Company").
BACKGROUND INFORMATION
1. The Trust, the Company, Nationwide Advisory Services, Inc.,
Nationwide Investors Services, Inc. ("Nationwide Investors"),
and the Adviser entered into a Participation Agreement
effective as of March 31, 1999 (the "Participation Agreement")
in order to permit the Company to utilize the Trust as an
investment vehicle for certain variable insurance products;
2. Effective January 1, 2000, Nationwide Advisory Services, Inc.
and Nationwide Investors will no longer serve as administrator
and transfer agent, respectively to the Trust; and
3. In order to reflect the replacement of Nationwide Advisory
Services, Inc. and Nationwide Investors and the appointment of
the Services Company as administrator, the parties wish to
amend the Participation Agreement.
STATEMENT OF AGREEMENT
The parties hereby acknowledge the accuracy of the foregoing Background
Information and hereby agree as follows:
Section 1. DEFINITION OF TERMS. Unless otherwise defined herein, all
capitalized terms shall have the meaning ascribed to them in the Participation
Agreement.
Section 2. AMENDMENT TO REFLECT THE APPOINTMENT OF SERVICES COMPANY AS
ADMINISTRATOR. In order to reflect the replacement of Nationwide Advisory
Services, Inc. as administrator by the Services Company, all references to
"Nationwide Advisory Services, Inc." in the Participation Agreement are hereby
changed to "One Group Administrative Services, Inc." By execution of this
Amendment, the Services Company agrees to be bound by and perform the duties and
obligations specified for the Administrator in the Participation Agreement
effective January 1, 2000. Notwithstanding the foregoing, the Services Company
shall not be liable for losses, claims, damages, liabilities or litigation
arising from the acts or omissions of Nationwide Advisory Services, Inc.
Section 3. AMENDMENT TO REFLECT THE REPLACEMENT OF NATIONWIDE
INVESTORS. In order to reflect that Nationwide Investors no longer provides
transfer agency services to the Trust, all references to "Nationwide Investors
Services, Inc." and "Transfer Agent" shall be deleted from the Participation
Agreement, including, without limitation, Section 7.5 of the Participation
Agreement.
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Section 4. CONFORMING AMENDMENT TO SECTIONS 1.1 AND 1.3. Sections 1.1
and 1.3 of the Participation Agreement are hereby deleted in their entirety and
the following new Sections 1.1 and 1.3 are substituted in their place:
"1.1. The Trust agrees to make available for purchase by the
Company shares of the Portfolios and shall execute orders placed for
each Account on a daily basis at the net asset value next computed
after receipt by the Trust or its designee of such order. For purposes
of this Section 1.1, the Company shall be the designee of the Trust for
receipt of such orders from each Account and receipt by such designee
shall constitute receipt by the Trust; provided that the Trust's
designated transfer agent receives notice of such order by 9:30 a.m.
(local time where the Trust processes orders) on the next following
Business Day. Notwithstanding the foregoing, the Company shall use its
best efforts to provide the Trust's designated transfer agent with
notice of such orders by 9:00 a.m. on the next following Business Day.
"Business Day" shall mean any day on which the New York Stock Exchange
is open for trading and on which the Trust calculates its net asset
value pursuant to the rules of the Securities and Exchange Commission,
as set forth in the Trust's prospectus and statement of additional
information. Notwithstanding the foregoing, the Board of Trustees of
the Trust (hereinafter the "Board") may refuse to permit the Trust to
sell shares of any Portfolio to any person, or suspend or terminate the
offering of shares of any Portfolio if such action is required by law
or by regulatory authorities having jurisdiction or is, in the sole
discretion of the Board acting in good faith and in light of their
fiduciary duties under federal and any applicable state laws, necessary
in the best interests of the shareholders of such Portfolio.
1.3. The Trust agrees to redeem for cash, on the Company's
request, any full or fractional shares of the Trust held by the
Company, executing such requests on a daily basis at the net asset
value next computed after receipt by the Trust or its designee of the
request for redemption. For purposes of this Section 1.3, the Company
shall be the designee of the Trust for receipt of requests for
redemption from each Account and receipt by such designee shall
constitute receipt by the Trust; provided that the Trust's designated
transfer agent receives notice of such request for redemption on the
next following Business Day in accordance with the timing rules
described in Section 1.1."
Section 5. NOTICES. ARTICLE X is hereby amended by replacing the
address for the Trust, the Administrator, and the Adviser with the following:
If to the Trust:
One Group Investment Trust
0000 Xxxxxxx Xxxxxxx, Xxxxx X0
Xxxxxxxx, Xxxx 00000
Attn: Fund President
If to the Administrator:
One Group Administrative Services, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx X0
Xxxxxxxx, Xxxx 00000
Attention: President
If to the Adviser:
Banc One Investment Advisors Corporation
0000 Xxxxxxx Xxxxxxx, Xxxxx X0
0
0
Xxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Section 6. MISCELLANEOUS. Except as otherwise set forth herein, the
Participation Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment effective as of January 1, 2000.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
on behalf of Itself and each of its Accounts named in
Schedule A to the Participation Agreement, as amended from time to time
By: /s/
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Its:
ONE GROUP(R)INVESTMENT TRUST
By: /s/ XXXX X. XXXXXX
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Its: President
ONE GROUP ADMINISTRATIVE SERVICES, INC.
By: /s/ XXXXXX X. XXXXX
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Its: Vice President
BANC ONE INVESTMENT ADVISORS CORPORATION
By: /s/ XXXXX X. XXXXXXX
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Its Chief Operating Officer
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