PARTICIPATION AGREEMENT
AMONG
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC.,
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
XXXXXX XXXXXXXX & XXXXXXXX, LLP
XXXXXX XXXXXXX & CO., INCORPORATED
AND
HARTFORD LIFE INSURANCE COMPANY
DATED AS OF
APRIL 1, 1998
TABLE OF CONTENTS
PAGE
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ARTICLE I. Purchase of Fund Shares 2
ARTICLE II Representations and Warranties 4
ARTICLE III. Prospectuses, Reports to Shareholders and Proxy Statements, Voting 6
ARTICLE IV. Sales Material and Information 8
ARTICLE V Fees and Expenses 9
ARTICLE VI. Diversification 10
ARTICLE VII. Potential Conflicts 10
ARTICLE VIII. Indemnification 12
ARTICLE IX. Applicable Law 17
ARTICLE X. Termination 17
ARTICLE XI. Notices 19
ARTICLE XII. Miscellaneous 20
SCHEDULE A Separate Accounts and Contracts 23
SCHEDULE B Proxy Voting Procedures 24
THIS AGREEMENT, made and entered into as of the 1st day of April, 1998 by and
among HARTFORD LIFE INSURANCE COMPANY (hereinafter the "Company"), a Connecticut
corporation, on its own behalf and on behalf of each separate account of the
Company set forth on Schedule A hereto as may be amended from time to time (each
such account hereinafter referred to as the "Account"), and XXXXXX XXXXXXX
UNIVERSAL FUNDS, INC. (hereinafter the "Fund"), a Maryland corporation, and
XXXXXX XXXXXXX ASSET MANAGEMENT INC. and XXXXXX XXXXXXXX & XXXXXXXX LLP
(hereinafter collectively the "Advisers" and individually the "Adviser"), a
Delaware corporation and a Pennsylvania limited liability partnership,
respectively, and XXXXXX XXXXXXX & CO., INCORPORATED (the "Underwriter"), a
Delaware corporation.
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as (i) the investment vehicle for separate
accounts established by insurance companies for individual and group life
insurance policies and individual and group annuity contracts with variable
accumulation and/or pay-out provisions (hereinafter referred to individually
and/or collectively as "Variable Insurance Products") and (ii) the investment
vehicle for certain qualified pension and retirement plans (hereinafter
"Qualified Plans"); and
WHEREAS, insurance companies desiring to utilize the Fund as an investment
vehicle under their Variable Insurance Products enter into
participation
agreements with the Fund and the Advisers (the "Participating Insurance
Companies");
WHEREAS, shares of the Fund are divided into several series of shares, each
representing the interest in a particular managed portfolio of securities and
other assets, any one or more of which may be made available under this
Agreement, as may be amended from time to time by mutual agreement of the
parties hereto (each such series is hereinafter referred to as a "Portfolio");
and
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated September 19, 1996 (File No. 812-10118), granting
Participating Insurance Companies and Variable Insurance Product separate
accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a), and
15(b) of the Investment Company Act of 1940, as amended (hereinafter the "1940
Act"), and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent
necessary to permit shares of the Fund to be sold to and held by Variable
Insurance Product separate accounts of both affiliated and unaffiliated life
insurance companies and Qualified Plans (hereinafter the "Shared Funding
Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of
1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, each Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and
WHEREAS, each Adviser manages certain Portfolios of the Fund; and
WHEREAS, the Underwriter is registered as a broker/dealer under the Securities
Exchange Act of 1934, as amended (hereinafter the "1934 Act"), is a member in
good standing of the National Association of Securities Dealers, Inc.
(hereinafter "NASD") and serves as principal underwriter of the shares of the
Fund; and
WHEREAS, the Company has registered or will register certain Variable Insurance
Products under the 1933 Act; and
WHEREAS, each Account is a duly organized, validly existing segregated asset
account, established by resolution or under authority of the Board of Directors
of the Company, on the date shown for such Account on Schedule A hereto, to set
aside and invest assets attributable to the aforementioned Variable Insurance
Products; and
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios on behalf of each
Account to fund certain of the aforementioned Variable Insurance Products and
the Underwriter is authorized to sell such shares to each such Account at net
asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and each Adviser agree as follows:
ARTICLE I. PURCHASE OF FUND SHARES
1.1. The Fund agrees to make available for purchase by the Company shares of
the Fund and shall execute orders placed for each Account on a daily basis at
the net asset value next computed after receipt by the Fund or its designee of
such order. For purposes of this Section 1.1, the Company shall be the designee
of the Fund for receipt of such orders from each Account and receipt by such
designee shall constitute receipt by the Fund; provided that the Fund receives
notice of such order by 10:00 a.m. Eastern time 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 Fund calculates its net asset value pursuant
to the rules of the Securities and Exchange Commission.
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1.2. The Fund, so long as this Agreement is in effect, agrees to make its
shares available indefinitely for purchase at the applicable net asset value per
share by the Company and its Accounts on those days on which the Fund calculates
its net asset value pursuant to rules of the Securities and Exchange Commission
and the Fund shall use reasonable efforts to calculate such net asset value on
each day which the
New York Stock Exchange is open for trading. Notwithstanding
the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may
refuse to permit the Fund 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 Fund agrees that shares of the Fund will be sold only to Participating
Insurance Companies and their separate accounts and to certain Qualified Plans.
No shares of any Portfolio will be sold to the general public.
1.4. The Fund will not make its shares available for purchase by any insurance
company or separate account unless an agreement containing provisions
substantially the same as in Section 1.3 of Article I, Section 3.5 of Article
III, Article VI and Article VII of this Agreement is in effect to govern such
sales.
1.5. The Fund agrees to redeem for cash, on the Company's request, any full or
fractional shares of the Fund held by the Company, executing such requests on a
daily basis at the net asset value next computed after receipt by the Fund or
its designee of the request for redemption. Subject to and in accordance with
applicable laws, and subject to written consent of the Company, the Fund may
redeem shares for assets other than cash. For purposes of this Section 1.5, the
Company shall be the designee of the Fund for receipt of requests for redemption
from each Account and receipt by such designee shall constitute receipt by the
Fund; provided that the Fund receives notice of such request for redemption on
the next following Business Day.
1.6. The Company agrees that purchases and redemptions of Portfolio shares
offered by the then current prospectus of the Fund shall be made in accordance
with the provisions of such prospectus. The Variable Insurance Products issued
by the Company, under which amounts may be invested in the Fund (hereinafter the
"Contracts"), are listed on Schedule A attached hereto and incorporated herein
by reference, as such Schedule A may be amended from time to time by mutual
written agreement of all of the parties hereto. The Company will give the Fund
and each Adviser 45 days advance written notice of its intention to make
available in the future, as a funding vehicle under the Contracts, any other
investment company.
1.7. The Company shall pay for Fund shares on the next Business Day after an
order to purchase Fund shares is made in accordance with the provisions of
Section 1.1 hereof.
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Payment shall be in federal funds transmitted by wire. For purposes of Section
2.9 and 2.10, upon receipt by the Fund of the federal funds so wired, such funds
shall cease to be the responsibility of the Company and shall become the
responsibility of the Fund.
1.8. Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account. Shares
ordered from the Fund will be recorded in an appropriate title for each Account
or the appropriate subaccount of each Account.
1.9. The Fund shall furnish same day notice (by wire or telephone, followed by
written confirmation) 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 income dividends and capital gain distributions as are payable on the
Portfolio shares in additional shares of that Portfolio. The Company reserves
the right to revoke this election and to receive all such income dividends and
capital gain distributions in cash. The Fund shall notify the Company of the
number of shares so issued as payment of such dividends and distributions.
1.10. The Fund 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 net asset value per share is calculated (normally by 6:30 p.m. Eastern time)
and shall use its best efforts to make such net asset value per share available
by 7:00 p.m. Eastern time.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act; that the Contracts will be issued and sold in
compliance in all material respects with all applicable federal and state laws
and that the sale of the Contracts shall comply in all material respects with
state insurance suitability requirements. 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
Account prior to any issuance or sale thereof as a segregated asset account
under Section 38a-433 of the Connecticut Insurance Code and has registered or,
prior to any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act to serve
as a segregated investment account for the Contracts.
2.2. The Fund represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act, duly authorized for issuance
and sold in compliance with the laws of the State of Maryland and all applicable
federal and state securities laws and that the Fund is and shall remain
registered under the 0000 Xxx. 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. The Fund shall
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register and qualify the shares for sale in accordance with the laws of the
various states, to the extent required by applicable state law.
2.3. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify in
the future.
2.4. The Company represents and warrants that the Contracts are currently
treated as life insurance policies or annuity contracts, under applicable
provisions of the Code and that it will make every effort to maintain such
treatment and that it will notify the Fund immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future.
2.5. The Fund represents that to the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Fund
undertakes to have a board of directors, a majority of whom are not interested
persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.
2.6. The Fund represents that the Fund's investment policies, fees and expenses
are and shall at all times remain in compliance with the laws of the State of
Maryland and the Fund represents that their respective operations are and shall
at all times remain in material compliance with the laws of the State of
Maryland to the extent required to perform this Agreement.
2.7. The Fund represents that it is lawfully organized and validly existing
under the laws of the State of Maryland and that it does and will comply in all
material respects with the 1940 Act.
2.8. Each Adviser represents and warrants that it is and shall remain duly
registered in all material respects under all applicable federal and state
securities laws and that it will perform its obligations for the Fund in
compliance in all material respects with the laws of its state of domicile and
any applicable state and federal securities laws.
2.9. The Fund represents and warrants that its directors, officers, employees,
and other individuals/entities dealing with the money and/or securities of the
Fund are and shall continue to be at all times covered by a blanket fidelity
bond or similar coverage for the benefit of the Fund in an amount not less than
the minimum coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid
blanket fidelity bond shall include coverage for larceny and embezzlement and
shall be issued by a reputable bonding company.
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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 $5 million. The aforesaid includes
coverage for larceny and embezzlement is issued by a reputable bonding company.
The Company agrees to make all reasonable efforts to see that this bond or
another bond containing these provisions is always in effect, and agrees to
notify the Fund and the Underwriter in the event that such coverage no longer
applies.
ARTICLE III. PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING
3.1. The Fund or its designee shall provide the Company with as many printed
copies of the Fund's current prospectus and statement of additional information
as the Company may reasonably request. If requested by the Company, in lieu of
providing printed copies the Fund shall provide camera-ready film or computer
diskettes 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 is amended during the year) to
have the prospectus for the Contracts and the Fund's prospectus printed together
in one document, and to have the statement of additional information for the
Fund and the statement of additional information for the Contracts printed
together in one document. Alternatively, the Company may print the Fund's
prospectus and/or its statement of additional information in combination with
other fund companies' prospectuses and statements of additional information.
3.2. Except as provided in this Section 3.2., all expenses of printing and
distributing Fund prospectuses and statements of additional information shall be
the expense of the Company. For prospectuses and statements of additional
information provided by the Company to its existing owners of Contracts in order
to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost
of printing shall be borne by the Fund. If the Company chooses to receive
camera-ready film or computer diskettes in lieu of receiving printed copies of
the Fund's prospectus, the Fund will reimburse the Company in an amount equal to
the product of x and y where x is the number of such prospectuses distributed to
owners of the Contracts, and y is the Fund's per unit cost of typesetting and
printing the Fund's prospectus. The same procedures shall be followed with
respect to the Fund's statement of additional information. The Company agrees to
provide the Fund or its designee with such information as may be reasonably
requested by the Fund to assure that the Fund's expenses do not include the cost
of printing any prospectuses or statements of additional information other than
those actually distributed to existing owners of the Contracts.
3.3. The Fund's statement of additional information shall be obtainable from
the Fund, the Company or such other person as the Fund may designate, as agreed
upon by the parties.
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3.4. The Fund, at its expense, shall provide the Company with copies of its
proxy statements, reports to shareholders, and other communications (except for
prospectuses and statements of additional information, which are covered in
section 3.1) to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.5. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with instructions received from
Contract owners; and
(iii) vote Fund shares for which no instructions have been received in
the same proportion as Fund shares of such Portfolio for which
instructions have been received,
so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund shares
held in any Account in its own right, to the extent permitted by law. The Fund
and the Company shall follow the procedures, and shall have the corresponding
responsibilities, for the handling of proxy and voting instruction
solicitations, as set forth in Schedule B attached hereto and incorporated
herein by reference. Participating Insurance Companies shall be responsible for
ensuring that each of their separate accounts participating in the Fund
calculates voting privileges in a manner consistent with the standards set forth
on Schedule B, which standards will also be provided to the other Participating
Insurance Companies.
3.6. The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders, and in particular the Fund will either provide for annual
meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not
one of the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's interpretation of the
requirements of Section 16(a) with respect to periodic elections of directors
and with whatever rules the Commission may promulgate with respect thereto.
3.7. The Fund shall use reasonable efforts to provide Fund prospectuses,
reports to shareholders, proxy materials and other Fund communications (or
camera-ready equivalents) to the Company sufficiently in advance of the
Company's mailing dates to enable the Company to complete, at reasonable cost,
the printing, assembling and distribution of the communications in accordance
with applicable laws and regulations.
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ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee, each piece of sales literature or other promotional material in
which the Fund or the Adviser(s) is named, at least ten Business Days prior to
its use. No such material shall be used if the Fund or its designee reasonably
objects to such use within ten Business Days after receipt of such material.
4.2. The Company shall not 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 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.
4.3. The Fund or its designee 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 its separate account(s) or Contracts are named
at least ten Business Days prior to its use.
No such material shall be used if the Company or its designee reasonably objects
to such use within ten Business Days after receipt of such material.
4.4. The Fund and the Advisers shall not give any information or make any
representations on behalf of the Company or concerning the Company, each
Account, or the Contracts, other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the Securities and Exchange Commission or
other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, solicitations for voting instructions, sales literature and other
promotional materials,
8
applications for exemptions, requests for no action letters, and all amendments
to any of the above, that relate to the investment in the Fund under the
Contracts, contemporaneously with the filing of such document with the
Securities and Exchange Commission or other regulatory authorities.
4.7. For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, any of the following that
refer to the Fund or any affiliate of the Fund: 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, 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, 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, and registration statements, prospectuses, statements of
additional information, shareholder reports, and proxy materials.
ARTICLE V. FEES AND EXPENSES
5.1. The Fund shall pay no fee or other compensation to the Company under this
Agreement, except that if the Fund or any Portfolio adopts and implements a plan
pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter
may make payments to the Company or to the underwriter for the Contracts if and
in amounts agreed to by the Underwriter in writing.
5.2. All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares, preparation and
filing of the Fund's prospectus and registration statement, proxy materials and
reports, setting the prospectus in type, setting in type and printing the proxy
materials and reports to shareholders (including the costs of printing a
prospectus that constitutes an annual report), the preparation of all statements
and notices required by any federal or state law, and all taxes on the issuance
or transfer of the Fund's shares.
5.3. The Company shall bear the expenses of distributing the Fund's prospectus,
proxy materials and reports to owners of Contracts issued by the Company, other
than the expenses of distributing prospectuses and statements of additional
information to existing contract owners.
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ARTICLE VI. DIVERSIFICATION
6.1. The Fund will at all times invest money from the Contracts in such a
manner as to ensure that the Contracts will be treated as variable contracts
under the Code and the regulations issued thereunder. Without limiting the scope
of the foregoing, the Fund will at all times comply with Section 817(h) of the
Code and Treasury Regulation 1.817-5, relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts and
any amendments or other modifications to such Section or Regulations. In the
event of a breach of this Article VI by the Fund, it will take all reasonable
steps (a) to notify Company of such breach and (b) to adequately diversify the
Fund so as to achieve compliance within the grace period afforded by Regulation
1.817-5.
ARTICLE VII. POTENTIAL CONFLICTS
7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority: (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by Variable Insurance Product, owners; or (f) a decision by a Participating
Insurance Company to disregard the voting instructions of contract owners. The
Board shall promptly inform the Company if it determines that an irreconcilable
material conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which it is
aware to the Board. The Company will assist the Board in carrying out its
responsibilities under the Shared Funding Exemptive Order, by providing the
Board with all information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.
7.3. If it is determined by a majority of the Board, or a majority of its
disinterested members, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested directors), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be
10
implemented to a vote of all affected Contract owners and, as appropriate,
segregating the assets of any appropriate group (i.e., annuity contract owners,
life insurance policy owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation, or
offering to the affected contract owners the option of making such a change; and
(2) establishing a new registered management investment company or managed
separate account.
7.4. If a material irreconcilable conflict arises because of a decision by the
Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the affected Account's
investment in the Fund and terminate this Agreement with respect to such Account
(at the Company's expense); provided, however that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board.
7.5. If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
position of the majority of other state regulators, then the Company will
withdraw the affected Account's investment in the Fund and terminate this
Agreement with respect to such Account within six months after the Board informs
the Company in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board. Until the end of the foregoing six month period, the Underwriter
and Fund shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of
the disinterested members of the Board shall determine whether any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding medium for the Contracts.
The Company shall not be required by Section 7.3 to establish a new funding
medium for the Contracts if an offer to do so has been declined by vote of a
majority of Contract owners materially adversely affected by the irreconcilable
material conflict.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect
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only to the extent that terms and conditions substantially identical to such
Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. INDEMNIFICATION
8.1. INDEMNIFICATION BY THE COMPANY
8.1(a) The Company agrees to indemnify and hold harmless the Fund and each
member of the Board and each officer and employee of the Fund, each Adviser and
each director, officer and employee of each Adviser, the Underwriter and each
director, officer and employee of the Underwriter, and each person, if any, who
controls the Fund, the Adviser or the Underwriter within the meaning of Section
15 of the 1933 Act (collectively, an "Indemnified Parties" and individually,
"Indemnified Party," for purposes of this Section 8.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or litigation (including 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 statements or alleged
untrue statements of any material fact contained in the registration
statement or prospectus or statement of additional information for
the Contracts or contained in the Contracts or sales literature 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 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 to the Company by or on behalf
of the Fund for use in the registration statement or prospectus or
statement of additional information for the Contracts or in the
Contracts or sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or
Fund shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus, statement of additional information or sales
literature of the Fund not supplied by the Company, or persons under
its control and other than statements or representations authorized
by the Fund or an Adviser) or unlawful conduct of the Company or
persons under its control, with respect to the sale or distribution
of the Contracts or Fund shares; or
12
(iii) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in a registration statement,
prospectus, statement of additional information or sales literature of
the Fund or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading if such a statement or omission was made in reliance upon
and in conformity with information furnished to the Fund by or on
behalf of the Company; or
(iv) arise as a result of any failure by the Company to provide the services
and furnish the materials under the terms of this Agreement; or
(v) arise out of or result from any material breach of any representation
or warranty made by the Company in this Agreement or arise out of or
result from any other material breach of this Agreement by the Company,
as limited by and in accordance with the provisions of Sections 8.1(b)
and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation incurred
or assessed against an Indemnified Party as such may arise from such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations or duties under this Agreement.
8.1(c). The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Company 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 Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Company of any such claim shall not
relieve the Company from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Company shall be entitled to participate, at its own
expense, in the defense of such action. The Company also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Company to such party of the Company's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Company 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.
13
8.1(d). 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.
8.2. INDEMNIFICATION BY THE UNDERWRITER
8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and
each of its directors, officers and employees and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, an "Indemnified Parties" and individually, "Indemnified Party,"
for purposes of this Section 8.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Underwriter) or litigation (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, 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 shares of a Portfolio 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, statement of additional information or sales
literature 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 to the Fund by or on behalf of
the Company for use in the registration statement, prospectus,
statement of additional information for the Fund or in sales
literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Portfolio shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus, statement of additional information or sales
literature for the Contracts not supplied by the Fund or persons
under its control and other than statements or representations
authorized by the Company) or unlawful conduct of the Fund,
Adviser(s) or Underwriter or persons under their control, with
respect to the sale or distribution of the Contracts or Portfolio
shares; or
14
(iii) arise out of or as a result 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
covering 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 information furnished to the
Company by or on behalf of the Fund; or
(iv) arise as a result of any failure by the Fund to provide the services
and furnish the materials under the terms of this Agreement (including
a failure, whether unintentional, in good faith or otherwise, to comply
with the diversification requirements specified in Article VI); or
(v) arise out of or result from any material breach of any representation
and/or warranty made by the Adviser in this Agreement or arise out of
or result from any other material breach of this Agreement by the
Adviser; as limited by and in accordance with the provisions of
Sections 8.2(b) and 8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities, or
litigation incurred or assessed against an Indemnified Party as such may arise
from such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason of
such Indemnified Party's reckless disregard of obligations and duties under this
Agreement.
8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter 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 Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or
15
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.
8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.
8.3. INDEMNIFICATION BY THE FUND
8.3(a). The Fund agrees to indemnify and hold harmless the Company, and each of
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the
"Indemnified Parties" and individually, "Indemnified Party," for purposes of
this Section 8.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Fund) or
litigation (including legal and other expenses) to which the Indemnified Parties
may become subject under any statute, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements result from the gross negligence, bad faith or willful
misconduct of the Board or any member thereof, and are related to the operations
of the Fund and:
(i) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this
Agreement; or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Fund;
8.3(b). The Fund shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation incurred or
assessed against an Indemnified Party as may arise from such Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations and duties under this Agreement.
8.3(c). The Fund shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the Fund 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
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Fund of any such claim shall not relieve the
Fund from any liability which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of this indemnification
provision. In case any such action is brought against the
16
Indemnified Parties, the Fund will be entitled to participate, at its own
expense, in the defense thereof. The Fund also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Fund to such party of the Fund's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Fund 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.
8.3(d). The Company agrees promptly to notify the Fund of the commencement of
any litigation or proceedings against it or any of its respective officers or
directors in connection with this Agreement, the issuance or sale of the
Contracts, with respect to the operation of either Account, or the sale or
acquisition of shares of the Fund.
ARTICLE IX. APPLICABLE LAW
9.1. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the substantive laws of the State of
New York.
9.2. 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 Securities and
Exchange Commission may grant (including, but not limited to, the Shared Funding
Exemptive Order) and the terms hereof shall be interpreted and construed in
accordance therewith.
ARTICLE X. TERMINATION
10.1. This Agreement shall continue in full force and effect until the first to
occur of:
(a) termination by any party for any reason by sixty (60) days advance
written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Fund and the
Adviser with respect to any Portfolio based upon the Company's
determination that shares of such Portfolio are not reasonably
available to meet the requirements of the Contracts; or
(c) termination by the Company by written notice to the Fund and the
Adviser with respect to any Portfolio in the event any of the
Portfolio's shares are not registered, issued or sold in accordance
with applicable state and/or federal law or such law precludes the
use of such shares as the underlying investment media of the
Contracts issued or to be issued by the Company; or
17
(d) termination by the Company by written notice to the Fund and the
Adviser with respect to any Portfolio in the event that such
Portfolio ceases to qualify as a Regulated Investment Company under
Subchapter M of the Code or under any successor or similar provision,
or if the Company reasonably believes that the Fund may fail to so
qualify; or
(e) termination by the Company by written notice to the Fund and the
Adviser with respect to any Portfolio in the event that such
Portfolio falls to meet the diversification requirements specified
in Article VI hereof; or
(f) termination by either the Fund by written notice to the Company if
the Fund shall determine, in its sole judgment exercised in good
faith, that the Company and/ or its affiliated companies has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement or
is the subject of material adverse publicity, or
(g) termination by the Company by written notice to the Fund and the
Adviser, if the Company shall determine, in its sole judgment
exercised in good faith, that either the Fund or the Adviser has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement or
is the subject of material adverse publicity; or
(h) termination by the Fund or the Adviser by written notice to the
Company, if the Company gives the Fund and the Adviser the written
notice specified in Section 1.6 hereof and at the time such notice
was given there was no notice of termination outstanding under any
other provision of this Agreement; provided, however any termination
under this Section 10.1(h) shall be effective forty five (45) days
after the notice specified in Section 1.6 was given.
10.2. Notwithstanding any termination of this Agreement, the Fund shall, at the
option of the Company, continue to make available additional shares of the Fund
pursuant to the terms and conditions of this Agreement, for all Contracts in
effect on the effective date of termination of this Agreement (hereinafter
referred to as "Existing, Contracts"). Specifically, without limitation, the
owners of the Existing Contracts shall be permitted to direct reallocation of
investments in the Fund, redemption of investments in the Fund and investment in
the Fund upon the making of additional purchase payments under the Existing
Contracts. The parties agree that this Section 10.2 shall not apply to any
terminations under Article VII and the effect of such Article VII terminations
shall be governed by Article VII of this Agreement.
10.3. The Company shall not redeem Fund shares attributable to the Contracts
(as distinct from Fund shares attributable to the Company's assets held in the
Account) except (i) as necessary to implement Contract Owner initiated or
approved transactions, or (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application
18
(hereinafter referred to as a "Legally Required Redemption") or (iii) as
permitted by an order of the Securities and Exchange Commission pursuant to
Section 26(b) of the 1940 Act. Upon request, the Company will promptly furnish
to the Fund the opinion of counsel for the Company (which counsel shall be
reasonably satisfactory to the Fund) to the effect that any redemption pursuant
to clause (ii) above is a Legally Required Redemption. Furthermore, except in
cases where permitted under the terms of the Contracts, the Company shall not
prevent Contract Owners from allocating payments to a Portfolio that was
otherwise available under the Contracts without first giving the Fund 90 days
prior written notice of its intention to do so.
ARTICLE XI. NOTICES
Any notice shall be sufficiently given when sent by registered or certified mail
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.
If to the Fund:
Xxxxxx Xxxxxxx Universal Funds, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Xx., Esq.
If to Adviser:
Xxxxxx Xxxxxxx Asset Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Xx., Esq.
If to Adviser:
Xxxxxx Xxxxxxxx & Xxxxxxxx LLP
Xxx Xxxxx Xxxxxx
Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
If to the Underwriter:
Xxxxxx Xxxxxxx & Co., Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Xx., Esq.
19
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxx
ARTICLE XII. MISCELLANEOUS
12.1. All persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the Board,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the Fund.
12.2. Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.
12.3. 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.
12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.5. 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.
12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the National Association of Securities
Dealers and state insurance regulators) and shall permit such authorities
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 generality of 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
Insurance Regulations and any other applicable law or regulations.
20
12.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties hereto;
provided, however, that an Adviser may assign this Agreement or any rights or
obligations hereunder to any affiliate of or company under common control with
the Adviser, if such assignee is duly licensed and registered to perform the
obligations of the Adviser under this Agreement.
12.9. The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee copies of the following reports:
(a) the Company's annual statement (prepared under statutory accounting
principles) and annual report (prepared under generally accepted
accounting principles ("GAAP"), if any), as soon as practical and in
any event within 90 days after the end of each fiscal year;
(b) the Company's quarterly statements (statutory) (and GAAP, if any), as
soon as practical and in any event within 45 days after the end of
each quarterly period;
(c) any financial statement, proxy statement, notice or report of the
Company sent to stockholders and/or policyholders, as soon as
practical after the delivery thereof to stockholders;
(d) any registration statement (without exhibits) and financial reports
of the Company filed with the Securities and Exchange Commission or
any state insurance regulator, as soon as practical after the filing
thereof;
(e) any other report submitted to the Company by independent accountants
in connection with any annual, interim or special audit made by them
of the books of the Company, as soon as practical after the receipt
thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified above.
21
HARTFORD LIFE INSURANCE COMPANY
BY: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx
Senior Vice President
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC.
BY: /s/ Xxxxxxx Xxxxx
-----------------------------------
Xxxxxxx Xxxxx
President
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
BY: /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxxxxx
Managing Director
XXXXXX XXXXXXXX & XXXXXXXX LLP
BY: /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxxxxx
Authorized Signatory
XXXXXX XXXXXXX & CO., INCORPORATED
BY: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
Principal
22
HARTFORD LIFE INSURANCE COMPANY
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Shares of the High Yield Fixed Income, Equity Growth, Value, Global Equity and
Emerging Markets Equity Portfolios of Xxxxxx Xxxxxxx Universal Funds, Inc. shall
be made available as investments for the following Separate Accounts:
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF CONTRACT
DATE ESTABLISHED BY BOARD OF DIRECTORS FUNDED BY SEPARATE ACCOUNT
-----------------------------------------------------------------------------------------------------------
ICMG Series 111-B GVL-93 Group Variable Life Insurance Policy
Established February 8, 1996
Separate Account Five HL-SPVL94 Single Premium Variable Life Insurance Policy
Established August 17, 1994
Separate Account Three HL-VA94 Variable Annuity Contract
Established June 13, 1994
23
SCHEDULE B
PROXY VOTING PROCEDURES
The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting instructions relating to the Fund. The defined
terms herein shall have the meanings assigned in the
Participation Agreement
except that the term "Company" shall also include the department or third party
assigned by the Company to perform the steps delineated below.
1. The proxy proposals are given to the Company by the Fund as early as
possible before the date set by the Fund for the shareholder meeting to
enable the Company to consider and prepare for the solicitation of voting
instructions from owners of the Contracts and to facilitate the
establishment of tabulation procedures. At this time the Fund will inform
the Company of the Record, Mailing and Meeting dates. This will be done
verbally approximately two months before meeting.
2. Promptly after the Record Date, the Company will perform a "tape run", or
other activity, which will generate the names, addresses and number of
units which are attributed to each contract owner/policyholder (the
"Customer") as of the Record Date. Allowance should be made for account
adjustments made after this date that could affect the status of the
Customers' accounts as of the Record Date.
Note: The number of proxy statements is determined by the activities
described in this Step #2. The Company will use its best efforts to call in
the number of Customers to the Fund , as soon as possible, but no later
than two weeks after the Record Date.
3. The Fund's Annual Report must be sent to each Customer by the Company
either before or together with the Customers' receipt of voting,
instruction solicitation material. The Fund will provide the last Annual
Report to the Company pursuant to the terms of Section 3.3 of the Agreement
to which this Schedule relates.
4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is
provided to the Company by the Fund. The Company, at its expense, shall
produce and personalize the Voting Instruction Cards. The Fund or its
affiliate must approve the Card before it is printed. Allow approximately
2-4 business days for printing information on the Cards. Information
commonly found on the Cards includes:
a. name (legal name as found on account registration)
b. address
c. fund or account number
d. coding to state number of units
24
e. individual Card number for use in tracking and verification of votes
(already on Cards as printed by the Fund).
(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)
5. During this time, the Fund will develop, produce and pay for the Notice of
Proxy and the Proxy Statement (one document). Printed and folded notices
and statements will be sent to Company for insertion into envelopes
(envelopes and return envelopes are provided and paid for by the Company).
Contents of envelope sent to Customers by the Company will include:
a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
d. "urge buckslip" - optional, but recommended. (This is a small, single
sheet of paper that requests Customers to vote as quickly as possible
and that their vote is important. One copy will be supplied by the
Fund.)
e. cover letter - optional, supplied by Company and reviewed and
approved in advance by the Fund.
6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews and
approves the contents of the mailing package to ensure correctness and
completeness. Copy of this approval sent to the Fund.
7. Package mailed by the Company.
- The Fund must allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended.)
Solicitation time is calculated as calendar days from (but NOT
including,) the meeting, counting backwards.
8. Collection and tabulation of Cards begins. Tabulation usually takes place
in another department or another vendor depending on process used. An often
used procedure is to sort Cards on arrival by proposal into vote categories
of all yes, no, or mixed replies, and to begin data entry.
Note: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure and has not been
required by the Fund in the past.
9. Signatures on Card checked against legal name on account registration which
was printed on the Card.
25
Note: For Example, if the account registration is under "Xxxx X. Xxxxx,
Trustee," then that is the exact legal name to be printed on the Card and
is the signature needed on the Card.
10. If Cards are mutilated, or for any reason are illegible or are not signed
properly, they are sent back to Customer with an explanatory letter and a
new Card and return envelope. The mutilated or illegible Card is
disregarded and considered to be NOT RECEIVED for purposes of vote
tabulation. Any Cards that have been "kicked out" (e.g. mutilated,
illegible) of the procedure are "hand verified," i.e., examined as to why
they did not complete the system. Any questions on those Cards are usually
remedied individually.
11. There are various control procedures used to ensure proper tabulation of
votes and accuracy of that tabulation. The most prevalent is to sort the
Cards as they first arrive into categories depending upon their vote; an
estimate of how the vote is progressing may then be calculated. If the
initial estimates and the actual vote do not coincide, then an internal
audit of that vote should occur. This may entail a recount.
12. The actual tabulation of votes is done in units which is then converted to
shares. (It is very important that the Fund receives the tabulations stated
in terms of a percentage and the number of SHARES.) The Fund must review
and approve tabulation format.
13. Final tabulation in shares is verbally given by the Company to the Fund on
the morning of the meeting not later than 10:00 a.m. Eastern time. The Fund
may request an earlier deadline if reasonable and if required to calculate
the vote in time for the meeting.
14. A Certification of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final vote.
The Fund will provide a standard form for each Certification.
15. The Company will be required to box and archive the Cards received from the
Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, the Fund will be
permitted reasonable access to such Cards.
16. All approvals and "signing-off may be done orally, but must always be
followed up in writing.
26
XXXXXX XXXXXXX XXXX XXXXXX
XXXXXX XXXXXXX XXXX XXXXXX
INVESTMENT MANAGEMENT
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XXX XXXX 00000
May 1, 2000 (000) 000-0000
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Re: AMENDED SCHEDULE A TO HLIC
PARTICIPATION AGREEMENT
Dear Xx. Xxxxx:
This letter sets forth our understanding and acceptance of the enclosed amended
and restated Schedule A to the
Participation Agreement dated April 1, 1998,
among, The Universal Institutional Funds, Inc. (the "Fund," formerly Xxxxxx
Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx Xxxx Xxxxxx Investment Management
Inc. (formerly Xxxxxx Xxxxxxx Asset Management Inc.), Xxxxxx Xxxxxxxx &
Xxxxxxxx, LLP, Xxxxxx Xxxxxxx & Co. Incorporated and Hartford Life Insurance
Company, which has been amended to (i) expand and clarify the separate accounts
and products that are offering certain portfolios of the Fund; and (ii) clarify
the portfolios of the Fund offered under such separate accounts and products.
The attached Schedule A supersedes any prior versions of Schedule A.
Please indicate your receipt and acceptance of this letter and the amended and
restated Schedule A attached hereto by signing all of the enclosed copies at the
appropriate place below and returning three signed originals to the attention of
Xxxxxxxx Xxxxx Yu, Morgan Xxxxxxx Xxxx Xxxxxx Investment Management Inc., 1221
Avenue of the Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sincerely,
XXXXXX XXXXXXX XXXX XXXXXX THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
INVESTMENT MANAGEMENT INC.
By: [ILLEGIBLE] By: [ILLEGIBLE]
-------------------------------- --------------------------------
XXXXXX XXXXXXXX & XXXXXXXX, LLP XXXXXX XXXXXXX & CO. INCORPORATED
By: [ILLEGIBLE] By: [ILLEGIBLE]
-------------------------------- --------------------------------
Agreed and Accepted:
HARTFORD LIFE INSURANCE COMPANY
By: [ILLEGIBLE]
--------------------------------
HARTFORD LIFE INSURANCE COMPANY
(AGREEMENT DATED APRIL 1, 1998)
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Shares of the Technology, High Yield, Fixed Income, Emerging Markets Debt,
Emerging Markets Equity, Mid Cap Value and Active International Allocation
Portfolios of The Universal Institutional Funds, Inc. shall be made available as
investments for the following Separate Accounts:
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
---------------------------------------------------------------------------------------------------
Separate Account Three HL-VA94 Variable Annuity Contract
Established June 22, 1994 HL-VA99 Variable Annuity Contract
Separate Account Five HL-SPVL94 Single Premium Variable Life
Established July 25, 1994 Insurance Policy
HL-SPVL97 Single Premium Variable Life
Insurance Policy
Hartford Life Insurance Company HL-1544(98)(NY) Flexible Premium
Separate Account VL-II Variable Universal Life
Established September 30, 1994 Insurance Policy
A-1
AMENDMENT TO
PARTICIPATION AGREEMENT
This AMENDMENT TO
PARTICIPATION AGREEMENT (the "Amendment") is made and entered
into as of this 1st day of May, 2003, by and among HARTFORD LIFE INSURANCE
COMPANY (the "Company"), on its own behalf and on behalf of each separate
account of the Company identified in the
Participation Agreement (as defined
below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (formerly, Xxxxxx Xxxxxxx
Universal Funds, Inc.) (the "Fund"), XXXXXX XXXXXXX & CO., INCORPORATED (the
"Underwriter"), and XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. (formerly, Xxxxxx
Xxxxxxx Asset Management Inc.) (the "Adviser").
WHEREAS, the Company, the Fund, the Underwriter, the Adviser and XXXXXX XXXXXXX
INVESTMENTS LP (formerly, Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP) ("MSI") have entered
into a
Participation Agreement dated as of April 1, 1998, as such agreement may
be amended from time to time (the "
Participation Agreement"); and
WHEREAS, effective May 1, 2002, MSI assigned to the Adviser all of the rights
and obligations of MSI under the Participation Agreement and the Adviser
accepted assignment of such rights and assumed corresponding obligations from
MSI on such terms; and
WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to make
Class II shares of the Portfolios of the Fund identified on Schedule A-2 hereto
available under the Participation Agreement; and
WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to amend
the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund, the Underwriter and the Adviser agree to
amend the Participation Agreement as follows:
1. Schedule A of the Participation Agreement is deleted and replaced in its
entirety with the attached Schedule A-1 and Schedule A-2.
2. All references in the Participation Agreement to "Schedule A" shall be
changed to "Schedule A-1."
3. The Portfolios made available under the Participation Agreement shall be
identified on Schedule A-2.
4. All references in the Participation Agreement to "shares" of a Portfolio
shall mean the class or classes of shares specifically identified on
Schedule A-2.
5. The text of Section 5.1 of the Participation Agreement is deleted and
replaced in its entirety with the following: "The Fund shall pay no fee or
other compensation to the Company under this Agreement, except that if the
Fund or any Portfolio adopts and implements a service plan and/or a plan
pursuant to Rule 12b-1, then the Underwriter may make payments to the
Company or to the underwriter for the Contracts pursuant to such plans if
and in amounts agreed to by the Underwriter in writing."
6. Except as provided herein, the Participation Agreement shall remain in full
force and effect. This Amendment and the Participation Agreement, as
amended, constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof and fully supersede any and all
prior agreements or understandings between the parties hereto pertaining to
the subject matter hereof. In the event of any conflict between the terms
of this Amendment and the Participation Agreement, the terms of this
Amendment shall control.
7. This Amendment may be amended only by written instrument executed by each
party hereto.
8. This Amendment shall be effective as of the date written above.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X Xxxxxx
-----------------------------------
Name: Xxxxxxx X Xxxxxx
Title: Vice President
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX & CO., INCORPORATED
By: /s/ Xxxxxxxx Xxxxx Yu
-----------------------------------
Name: Xxxxxxxx Xxxxx Yu
Title: Executive Director
SCHEDULE A-1
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
------------------------------------------------------------------------------------------------------------------------
Separate Account Three HL-VA94 Variable Annuity Contract
Established June 22, 1994
HL-VA99 Variable Annuity Contract
HL-VA03 Variable Annuity Contract
Separate Account Five HL-SPVL94 Single Premium Variable Life Insurance Policy
Established July 25, 1994
HL-SPVL97 Single Premium Variable Life Insurance Policy
Hartford Life Insurance Company HL-1544(98)(NY) Flexible Premium Variable Universal Life Insurance
Separate Account VL-II Policy
Established September 30, 1994
SCHEDULE A-2
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
CLASS I SHARES
Technology Portfolio - Class I Shares
High Yield Portfolio - Class I Shares
Core Plus Fixed Income Portfolio - Class I Shares
Emerging Markets Debt Portfolio - Class I Shares
Emerging Markets Equity Portfolio - Class I Shares
U.S. Mid Cap Core Portfolio - Class I Shares
Active International Allocation Portfolios - Class I Shares
CLASS II SHARES
Global Franchise Portfolio - Class II Shares
Equity and Income Portfolio - Class II Shares
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and entered
into as of the 2nd day of May, 2005, by and among HARTFORD LIFE INSURANCE
COMPANY (the "Company"), on its own behalf and on behalf of each separate
account of the Company identified in the Participation Agreement (as defined
below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Fund"), XXXXXX XXXXXXX
DISTRIBUTION, INC. (the "Underwriter"), and XXXXXX XXXXXXX INVESTMENT MANAGEMENT
INC. (the "Adviser").
WHEREAS, the Company, the Fund, Xxxxxx Xxxxxxx & Co., Incorporated and the
Adviser have entered into a Participation Agreement dated as of April 1, 1998,
as such agreement may be amended from time to time (the "Participation
Agreement"); and
WHEREAS, effective April 29, 2005, Xxxxxx Xxxxxxx & Co., Incorporated assigned
to the Underwriter all of the rights and obligations of Xxxxxx Xxxxxxx & Co.,
Incorporated under the Participation Agreement and the Underwriter accepted
assignment of such rights and assumed corresponding obligations from Xxxxxx
Xxxxxxx & Co., Incorporated on such terms; and
WHEREAS, each of the parties hereto desires to amend the Agreement to modify the
provisions of Article I, dealing with the purchase and redemption of Fund
shares, and the provisions of Article III, dealing with prospectuses, reports
and other information, as well as update information provided on Schedules A-1
and A-2 as described herein and attached hereto.
WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to amend
the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund, the Underwriter and the Adviser agree to
amend the Participation Agreement as follows:
1. New Section 1.11 is hereby added to Article I of the Agreement:
1.11. The parties agree that the Contracts are not intended to serve as
vehicles for frequent trading. The Fund and the Company agree to
cooperate to deter frequent purchase, redemption and exchange activity
in the Fund where such activity occurs through the Contracts and has
been identified as abusive or following a "market timing" pattern
("Abusive Trading"). Each of the Fund and the Company agrees to notify
the other of trading activity that it deems to be abusive Trading
Activity.
Subject to Article 10 of the Agreement, the Fund and the Company agree that the
policies and procedures described in the Contract prospectus regarding transfers
among the Sub-Accounts and Abusive Trading controls how the Company administers
Sub-Account transfers.
The Fund and the Company agree to amend this provision as necessary to reflect
any applicable law changes.
In the event the Fund implements and requires the Company to comply with and/or
enforce restrictions on trading, market timing policies, redemption fees, or any
other trading policy or procedure that is more restrictive and/or that
conflicts, as determined by the Company in its reasonable discretion, with the
Company's policies and procedures regarding transfers among the Sub-Accounts and
Abusive Trading, the Fund or the Adviser will bear the reasonable cost of
supplement mailings and the Company's system modifications intended to disallow
new purchases, exchanges or transfers into, and to allow only for redemptions
out of, the affected Portfolio of the Fund in the new series of the Contracts
issued on or after May 2, 2005 as identified and footnoted on the attached
Schedule A-1 of the Participation Agreement.
2. Sections 3.1 and 3.4 of Article III of the Agreement are hereby deleted in
their entirety and replaced with the following:
3.1. The Fund shall provide the Company with as many printed copies of the
Fund's current prospectus and statement of additional information for
each Portfolio (and no other portfolio), as the Company may reasonably
request. If requested by the Company in lieu of providing printed
copies the Fund shall provide camera-ready film or computer diskettes
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 is
amended during the year) to have the prospectus for the Contracts and
the Fund's prospectus printed together in one document, and to have
the statement of additional information for the Contracts and the
Fund's statement of additional information printed together in one
document. Alternatively, the Company may print the Fund's prospectus
and/or its statement of additional information in combination with
other fund companies' prospectuses and statements of additional
information.
3.4 The Fund, as its expense, shall provide the Company with copies of its
proxy statements, reports to shareholders for the Portfolios (and no
other portfolios), and other communications (except for prospectuses
and statements of additional information, which are covered in Section
3.1 above) to shareholders in such quantity as the Company shall
reasonably require for distributing to Contract owners at the Fund's
expense. The Fund shall not pay any costs of distributing such
proxy-related material, reports to shareholders, and other
communications to prospective Contract owners.
3. New Section 3.8 is hereby added to Article III of the Agreement:
3.8 The Fund or its designee will provide the Company 60 days notice of
any change for a Portfolio, including but not limited to, (a) fund
objective changes, (b) anticipated fund mergers/substitutions, (c)
no-action or exemptive requests from the SEC, (d) fund name changes,
(e) fund adviser or sub-adviser changes; and/or (f) conditions or
undertakings that affect the Company's rights or obligations
hereunder.
4. Schedule A-1 of the Participation Agreement is deleted and replaced in its
entirety with the attached Schedule A-1.
5. Schedule A-2 of the Participation Agreement is unchanged but restated in its
entirety in the attached Schedule A-2.
6. Except as provided herein, the Participation Agreement shall remain in full
force and effect. This Amendment and the Participation Agreement, as amended,
constitute the entire agreement between the parties hereto pertaining to the
subject matter hereof and fully supersede any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the terms of this Amendment and the
Participation Agreement, the terms of this Amendment shall control.
7. This Amendment may be amended only by written instrument executed by each
party hereto.
8. This Amendment shall be effective as of the date written above.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxx
----------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX DISTRIBUTION, INC.
By: /s/ Xxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
SCHEDULE A-1
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
------------------------------------------------------------------------------------------------------------------------
Separate Account Three HL-VA94 Select Dimensions Variable Annuity Contract
Established June 22, 1994
HL-VA99 Series I of Hartford Select Leaders Variable Annuity
Contract
HL-VA03 Series II/IIR/III and IV of Hartford Select Leaders
Variable Annuity Contract
HL-VA03 Director M Variable Annuity Contract*
HL-VA03 Director M Outlook Variable Annuity Contract*
HL-VAXC03 Director M Plus Variable Annuity Contract*
HL-ASHARE03 Director M Edge Variable Annuity Contract*
HL-NCDSC03 Director M Access Variable Annuity Contract*
Separate Account Seven HL-VA03 Series II/III of Hartford Leaders Variable Annuity
Established December 08, 1986 Contract
HL-VA03 Series II/III of Hartford Leaders Outlook Variable
Annuity Contract
HL-VAXC03 Series II/III of Hartford Leaders Plus Variable
Annuity Contract
HL-ASHARE03 Series II/III of Hartford Leaders Edge Variable
Annuity Contract
HL-NCDSC03 Series II/III of Hartford
Leaders Access Variable Annuity Contract
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
---------------------------------------------------------------------------------------------------------------------------------
Separate Account Five HL-SPVL94 Single Premium Variable Life Insurance Policy
Established July 25, 1994 HL-SPVL97 Single Premium Variable Life Insurance Policy
Hartford Life Insurance Company HL-1544(98)(NY) Flexible Premium Variable Universal Life Insurance Policy
Separate Account VL-II (Hartford Select Leaders Last Survivor - Variable Universal
Established September 30, 1994 Life Insurance)
Separate Account Three HL-VA94 Variable Annuity Contract
Established June 22, 1994 HL-VA99 Variable Annuity Contract
HL-VA03 Variable Annuity Contract
Separate Account Five HL-SPVL94 Single Premium Variable Life Insurance Policy
Established July 25, 1994
HL-SPVL97 Single Premium Variable Life Insurance Policy
Hartford Life Insurance Company HL-1544(98)(NY) Flexible Premium Variable Universal Life Insurance Policy
Separate Account VL-II
Established September 30, 1994
------------
* The cost allocation provisions in Section 1.11, added by amendment to this
Participation Agreement on May 2, 2005, apply only to the footnoted (*)
products above.
Effective May 2, 2005
SCHEDULE A-2
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
CLASS I SHARES
Technology Portfolio - Class I Shares
High Yield Portfolio - Class I Shares
Core Plus Fixed Income Portfolio - Class I Shares
Emerging Markets Debt Portfolio - Class I Shares
Emerging Markets Equity Portfolio - Class I Shares
U.S. Mid Cap Value Portfolio - Class I Shares
Active International Allocation Portfolios - Class I Shares
CLASS II SHARES
Global Franchise Portfolio - Class II Shares
Equity and Income Portfolio - Class II Shares
Small Company Growth Portfolio - Class II Shares
Emerging Markets Equity Portfolio - Class II Shares
Mid Cap Growth Portfolio - Class II Shares
U.S. Mid Cap Value Portfolio - Class II Shares
Effective May 2, 2005
AMENDMENT NO. 3 TO
FUND PARTICIPATION AGREEMENT
Among
HARTFORD LIFE INSURANCE COMPANY,
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.,
XXXXXX XXXXXXX DISTRIBUTION, INC.
and
XXXXXX XXXXXXX INVESTMENT MANAGEMENT
This Amendment, effective May 1, 2008, by and among Hartford Life Insurance
Company (the "Company"), The Universal Institutional Funds, Inc. (the "Fund"),
Xxxxxx Xxxxxxx Distribution, Inc. (formerly Xxxxxx Xxxxxxx & Co., Inc.) (the
"Underwriter"), and Xxxxxx Xxxxxxx Investment Management Inc. (the "Adviser"),
amends that certain Fund Participation Agreement (the "Agreement") dated April
1, 1998 by the foregoing parties as follows:
1. Schedule A-1 of the Agreement is hereby deleted in its entirety and
replaced with the following revised Schedule A-1 attached here to.
2. Schedule A-2 of the Agreement is hereby deleted in its entirety and
replaced with the following revised Schedule A-2 attached hereto.
3. In all other respects, the terms of the Agreement remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified above.
THE HARTFORD LIFE INSURANCE COMPANY THE UNIVERSAL INSTITUTIONAL FUNDS,
INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
------------------------ -----------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx
Its: [Title] Senior Vice President Its: President
Date: 5/19/08 Date:
XXXXXX XXXXXXX INVESTMENT MANAGEMENT XXXXXX XXXXXXX DISTRIBUTION INC.
INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxx
------------------------ -----------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxx
Its: Managing Director Its: President
Date: Date:
1
REVISED SCHEDULE A-1
SEPARATE ACCOUNT
Hartford Life Insurance Company Separate Account Two, DC Variable Account II
Hartford Life Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account Five
Hartford Life Insurance Company Separate Account Seven
Hartford Life Insurance Company Separate Account XX X
Xxxxxxxx Life Insurance Company Separate Account XX XX
ICMG Series III-B
PRODUCT FUNDED BY SEPARATE ACCOUNT
The Director
Leaders 4
Leaders 4 Access
Leaders 4 Edge
Leaders 4 Plus
Leaders 4 Outlook
The Director M
Director M Platinum
AmSouth Variable Annuity M
The Director M Select
The Huntington Director M
Fifth Third Director M
Xxxxx Fargo Director M
Classic Director M
Director M Ultra
Director M Access
The Director M Edge
The Director M Plus
AmSouth Variable Annuity M Plus
The Director M Select Plus
The Director M Outlook
Director M Platinum Outlook
2
AmSouth Variable Annuity M Outlook
The Director M Select Outlook
Huntington Director M Outlook
Xxxxx Fargo Director M Outlook
Classic Director M Outlook
Hartford Select Leaders Series II, IIR, III and IV
Hartford Select Leaders Series V
Hartford Select Leaders Outlook Series I, IR and II
Hartford Select Leaders Outlook Series III
Hartford Select Leaders Series I and IR
Select Dimensions Series II and IIR
Select Dimensions Asset Manager Series I and IR
Group Variable Annuity Contracts (Xxxxxxx and White)
Select Dimensions Series I
Select Dimensions Life Series I and II
Stag Accumulator Variable Universal Life Series I and I.5
Stag Protector Variable Universal Life Series I and I.5
Stag Variable Life Last Survivor II (Series I and II)
Hartford Select Leaders Last Survivor
Stag Variable Life Last Survivor Series I
Stag Variable Life Series I
Stag Variable Life Artisan Series I
Stag Accumulator II Variable Universal Life
Stag Protector II Variable Universal Life
Hartford Quantum Life
Hartford Quantum II
Hartford Variable Universal Life Last Survivor
Stag Wall Street Variable Universal Life Series I and II
Hartford Leaders Variable Universal Life Liberty
Hartford Leaders Variable Universal Life Legacy
Group Flexible Premium Variable Life Insurance Policy (GVL - 93(P))
Group Flexible Premium Variable Life Insurance Certificate (GVL - 95(C))
3
REVISED SCHEDULE A-2
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
CLASS I SHARES
Core Plus Fixed Income Portfolio - Class I Shares
Emerging Markets Equity Portfolio - Class I Shares
Emerging Markets Debt Portfolio - Class I Shares
Equity Growth Portfolio* - Class I Shares
Global Value Equity Portfolio* - Class I Shares
High Yield Portfolio - Class I Shares
Mid Cap Growth Portfolio - Class I Shares
U.S. Mid Cap Value Portfolio - Class I Shares
Value Portfolio* - Class I Shares
CLASS II SHARES
Emerging Markets Equity Portfolio - Class II Shares
Equity and Income Portfolio - Class II Shares
Global Franchise Portfolio - Class II Shares
International Growth Equity Portfolio** - Class II Shares
Mid Cap Growth Portfolio - Class II Shares
Small Company Growth Portfolio - Class II Shares
U.S. Mid Cap Value Portfolio - Class II Shares
U.S. Real Estate Portfolio - Class II Shares
------------
* Closed to new premiums and transfers effective July 5, 2000.
** Addition of International Growth Equity Portfolio to this Agreement
effective as of August 1, 2006.
4
AMENDMENT #4 TO PARTICIPATION AGREEMENT
Among
HARTFORD LIFE INSURANCE COMPANY,
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.,
XXXXXX XXXXXXX DISTRIBUTION, INC.
and
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and entered
into as of the 18th day of February, 2010, by and among HARTFORD LIFE INSURANCE
COMPANY (the "Company"), on its own behalf and on behalf of each separate
account of the Company identified in the Participation Agreement (as defined
below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Fund"), XXXXXX XXXXXXX
DISTRIBUTION, INC. (formerly Xxxxxx Xxxxxxx & Co.) (the "Underwriter"), and
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. (the "Adviser"). All capitalized words
and phrases used but not otherwise defined herein shall have the meaning
ascribed to them in the Participation Agreement.
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have entered
into a Participation Agreement, dated as of April 1, 1998, as such agreement may
be amended from time to time (the "Participation Agreement");
WHEREAS, the Company, the Fund, the Underwriter, and the Adviser wish to amend
the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund, the Underwriter, and the Adviser agree to
amend the Participation Agreement as follows:
1. Schedule A-1 of the Participation Agreement is hereby deleted in its
entirety and replaced with the following revised Schedule A-1 attached
hereto.
2. Schedule A-2 of the Participation Agreement is hereby deleted in its
entirety and replaced with the following revised Schedule A-2 attached
hereto.
3. In all other respects, the terms of the Participation Agreement remain
unchanged and in full force and effect.
[REMAINDER OF PAGE INTENTIONAL LEFT BLANK]
1
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified above.
THE HARTFORD LIFE INSURANCE COMPANY THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxx X.XxxXxxxx By: /s/ Xxxxx Xxxxxx
------------------------- -------------------------
Name: Xxxxx X. XxxXxxxx Name: Xxxxx Xxxxxx
Its: Vice President Its: President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT XXXXXX XXXXXXX DISTRIBUTION INC.
INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------- -------------------------
Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxxx
Its: Managing Director Its: President
2
REVISED SCHEDULE A-1
SEPARATE ACCOUNT
Hartford Life Insurance Company Separate Account Two, DC Variable Account II
Hartford Life Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account Five
Hartford Life Insurance Company Separate Account Seven
Hartford Life Insurance Company Separate Account XX X
Xxxxxxxx Life Insurance Company Separate Account XX XX
PRODUCT FUNDED BY SEPARATE ACCOUNT
The Director
Leaders 4
Leaders 4 Access
Leaders 4 Edge
Leaders 4 Plus
Leaders 4 Outlook
The Director M
Director M Platinum
AmSouth Variable Annuity M
The Director M Select
The Huntington Director M
Fifth Third Director M
Xxxxx Fargo Director M
Classic Director M
Director M Ultra
Director M Access
The Director M Edge
The Director M Plus
AmSouth Variable Annuity M Plus
The Director M Select Plus
The Director M Outlook
Director M Platinum Outlook
AmSouth Variable Annuity M Outlook
3
The Director M Select Outlook
Huntington Director M Outlook
Xxxxx Fargo Director M Outlook
Classic Director M Outlook
Hartford Select Leaders Series II, IIR, III and IV
Hartford Select Leaders Series V
Hartford Select Leaders Outlook Series I, IR and II
Hartford Select Leaders Outlook Series III
Hartford Select Leaders Series I and IR
Select Dimensions Series II and IIR
Select Dimensions Asset Manager Series I and IR
Group Variable Annuity Contracts (Xxxxxxx and White)
Select Dimensions Series I
Select Dimensions Life Series I and II
Stag Accumulator Variable Universal Life Series I and 1.5
Stag Protector Variable Universal Life Series I and 1.5
Stag Variable Life Last Survivor II (Series I and II)
Hartford Select Leaders Last Survivor
Stag Variable Life Last Survivor Series I
Stag Variable Life Series I
Stag Variable Life Artisan Series I
Stag Accumulator II Variable Universal Life
Stag Protector II Variable Universal Life
Hartford Quantum Life
Hartford Quantum II
Hartford Variable Universal Life Last Survivor
Stag Wall Street Variable Universal Life Series I and II
Hartford Leaders Variable Universal Life Liberty
Hartford Leaders Variable Universal Life Legacy
Hartford Leaders VUL Joint Legacy
4
REVISED SCHEDULE A-2
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
CLASS I SHARES
Active International Allocation Portfolio - Class I Shares
Core Plus Fixed Income Portfolio - Class I Shares
Emerging Markets Equity Portfolio - Class I Shares
Emerging Markets Debt Portfolio - Class I Shares
Equity Growth Portfolio* - Class I Shares
Global Value Equity Portfolio* - Class I Shares
High Yield Portfolio - Class I Shares
Mid Cap Growth Portfolio - Class I Shares
Technology Portfolio - Class I Shares
U.S. Mid Cap Value Portfolio - Class I Shares
Value Portfolio* - Class I Shares
CLASS II SHARES
Emerging Markets Equity Portfolio - Class II Shares
Equity and Income Portfolio - Class II Shares
Global Franchise Portfolio - Class II Shares
International Growth Equity Portfolio** - Class II Shares
Mid Cap Growth Portfolio - Class II Shares
Small Company Growth Portfolio - Class II Shares
U.S. Mid Cap Value Portfolio - Class II Shares
U.S. Real Estate Portfolio - Class II Shares
------------
* Closed to new premiums and transfers effective July 5, 2000.
** Addition of International Growth Equity Portfolio to this Agreement
effective as of August 1, 2006.
5
PARTICIPATION AGREEMENT
AMONG
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC.,
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
XXXXXX XXXXXXXX & XXXXXXXX, LLP
XXXXXX XXXXXXX & CO., INCORPORATED
AND
ITT HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY*
DATED AS OF
July 30, 1997
------------
* Renamed Hartford Life and Annuity Insurance Company, effective January 1,
1998.
TABLE OF CONTENTS
PAGE
------------------------------------------------------------------------------------------------------------------
ARTICLE I. Purchase of Fund Shares 2
ARTICLE II Representations and Warranties 4
ARTICLE III. Prospectuses, Reports to Shareholders and Proxy Statements, Voting 6
ARTICLE IV. Sales Material and Information 8
ARTICLE V Fees and Expenses 9
ARTICLE VI. Diversification 10
ARTICLE VII. Potential Conflicts 10
ARTICLE VIII. Indemnification 12
ARTICLE IX. Applicable Law 17
ARTICLE X. Termination 17
ARTICLE XI. Notices 19
ARTICLE XII. Miscellaneous 20
SCHEDULE A Separate Accounts and Contracts 23
SCHEDULE B Proxy Voting Procedures 24
THIS AGREEMENT, made and entered into as of the 30th day of July, 1997 by and
among ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY (renamed Hartford Life and
Annuity Insurance Company, effective January 1, 1998) (hereinafter the
"Company"), a Connecticut corporation, on its own behalf and on behalf of each
separate account of the Company set forth on Schedule A hereto as may be amended
from time to time (each such account hereinafter referred to as the "Account"),
and XXXXXX XXXXXXX UNIVERSAL FUNDS, INC. (hereinafter the "Fund"), a Maryland
corporation, and XXXXXX XXXXXXX ASSET MANAGEMENT INC. and XXXXXX XXXXXXXX &
XXXXXXXX LLP (hereinafter collectively the "Advisers" and individually the
"Adviser"), a Delaware corporation and a Pennsylvania limited liability
partnership, respectively, and XXXXXX XXXXXXX & CO., INCORPORATED (the
"Underwriter"), a Delaware corporation.
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as (i) the investment vehicle for separate
accounts established by insurance companies for individual and group life
insurance policies and individual and group annuity contracts with variable
accumulation and/or pay-out provisions (hereinafter referred to individually
and/or collectively as "Variable Insurance Products") and (ii) the investment
vehicle for certain qualified pension and retirement plans (hereinafter
"Qualified Plans"); and
WHEREAS, insurance companies desiring to utilize the Fund as an investment
vehicle under their Variable Insurance Products enter into participation
agreements with the Fund and the Advisers (the "Participating Insurance
Companies");
WHEREAS, shares of the Fund are divided into several series of shares, each
representing the interest in a particular managed portfolio of securities and
other assets, any one or more of which may be made available under this
Agreement, as may be amended from time to time by mutual agreement of the
parties hereto (each such series is hereinafter referred to as a "Portfolio");
and
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated September 19,1996 (File No. 812-10118), granting Participating
Insurance Companies and Variable Insurance Product separate accounts exemptions
from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment
Company Act of 1940, as amended (hereinafter the "1940 Act"), and Rules
6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit
shares of the Fund to be sold to and held by Variable Insurance Product separate
accounts of both affiliated and unaffiliated life insurance companies and
Qualified Plans (hereinafter the "Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of
1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, each Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and
WHEREAS, each Adviser manages certain Portfolios of the Fund; and
WHEREAS, the Underwriter is registered as a broker/dealer under the Securities
Exchange Act of 1934, as amended (hereinafter the "1934 Act"), is a member in
good standing of the National Association of Securities Dealers, Inc.
(hereinafter "NASD") and serves as principal underwriter of the shares of the
Fund; and
WHEREAS, the Company has registered or will register certain Variable Insurance
Products under the 1933 Act; and
WHEREAS, each Account is a duly organized, validly existing segregated asset
account, established by resolution or under authority of the Board of Directors
of the Company, on the date shown for such Account on Schedule A hereto, to set
aside and invest assets attributable to the aforementioned Variable Insurance
Products; and
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios on behalf of each
Account to fund certain of the aforementioned Variable Insurance Products and
the Underwriter is authorized to sell such shares to each such Account at net
asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and each Adviser agree as follows:
ARTICLE I. PURCHASE OF FUND SHARES
1.1. The Fund agrees to make available for purchase by the Company shares of
the Fund and shall execute orders placed for each Account on a daily basis at
the net asset value next computed after receipt by the Fund or its designee of
such order. For purposes of this Section 1.1, the Company shall be the designee
of the Fund for receipt of such orders from each Account and receipt by such
designee shall constitute receipt by the Fund; provided that the Fund receives
notice of such order by 10:00 a.m. Eastern time 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 Fund calculates its net asset value pursuant
to the rules of the Securities and Exchange Commission.
2
1.2. The Fund, so long as this Agreement is in effect, agrees to make its
shares available indefinitely for purchase at the applicable net asset value per
share by the Company and its Accounts on those days on which the Fund calculates
its net asset value pursuant to rules of the Securities and Exchange Commission
and the Fund shall use reasonable efforts to calculate such net asset value on
each day which the
New York Stock Exchange is open for trading. Notwithstanding
the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may
refuse to permit the Fund 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 Fund agrees that shares of the Fund will be sold only to Participating
Insurance Companies and their separate accounts and to certain Qualified Plans.
No shares of any Portfolio will be sold to the general public.
1.4. The Fund will not make its shares available for purchase by any insurance
company or separate account unless an agreement containing provisions
substantially the same as in Section 1.3 of Article I, Section 3.5 of Article
III, Article VI and Article VII of this Agreement is in effect to govern such
sales.
1.5. The Fund agrees to redeem for cash, on the Company's request, any full or
fractional shares of the Fund held by the Company, executing such requests on a
daily basis at the net asset value next computed after receipt by the Fund or
its designee of the request for redemption. Subject to and in accordance with
applicable laws, and subject to written consent of the Company, the Fund may
redeem shares for assets other than cash. For purposes of this Section 1.5, the
Company shall be the designee of the Fund for receipt of requests for redemption
from each Account and receipt by such designee shall constitute receipt by the
Fund; provided that the Fund receives notice of such request for redemption on
the next following Business Day.
1.6. The Company agrees that purchases and redemptions of Portfolio shares
offered by the then current prospectus of the Fund shall be made in accordance
with the provisions of such prospectus. The Variable Insurance Products issued
by the Company, under which amounts may be invested in the Fund (hereinafter the
"Contracts"), are listed on Schedule A attached hereto and incorporated herein
by reference, as such Schedule A may be amended from time to time by mutual
written agreement of all of the parties hereto. The Company will give the Fund
and each Adviser 45 days advance written notice of its intention to make
available in the future, as a funding vehicle under the Contracts, any other
investment company.
1.7. The Company shall pay for Fund shares on the next Business Day after an
order to purchase Fund shares is made in accordance with the provisions of
Section 1.1 hereof.
3
Payment shall be in federal funds transmitted by wire. For purposes of Section
2.9 and 2.10. upon receipt by the Fund of the federal funds so wired, such funds
shall cease to be the responsibility of the Company and shall become the
responsibility of the Fund.
1.8. Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account. Shares
ordered from the Fund will be recorded in an appropriate title for each Account
or the appropriate subaccount of each Account.
1.9. The Fund shall furnish same day notice (by wire or telephone, followed by
written confirmation) 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 income dividends and capital gain distributions as are payable on the
Portfolio shares in additional shares of that Portfolio. The Company reserves
the right to revoke this election and to receive all such income dividends and
capital gain distributions in cash. The Fund shall notify the Company of the
number of shares so issued as payment of such dividends and distributions.
1.10. The Fund 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 net asset value per share is calculated (normally by 6:30 p.m. Eastern time)
and shall use its best efforts to make such net asset value per share available
by 7:00 p.m. Eastern time.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act; that the Contracts will be issued and sold in
compliance in all material respects with all applicable federal and state laws
and that the sale of the Contracts shall comply in all material respects with
state insurance suitability requirements. 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
Account prior to any issuance or sale thereof as a segregated asset account
under Section 38a-433 of the Connecticut Insurance Code and has registered or,
prior to any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act to serve
as a segregated investment account for the Contracts.
2.2. The Fund represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act, duly authorized for issuance
and sold in compliance with the laws of the State of Maryland and all applicable
federal and state securities laws and that the Fund is and shall remain
registered under the 0000 Xxx. 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. The Fund shall
4
register and qualify the shares for sale in accordance with the laws of the
various states, to the extent required by applicable state law.
2.3. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify in
the future.
2.4. The Company represents and warrants that the Contracts are currently
treated as life insurance policies or annuity contracts, under applicable
provisions of the Code and that it will make every effort to maintain such
treatment and that it will notify the Fund immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future.
2.5. The Fund represents that to the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Fund
undertakes to have a board of directors, a majority of whom are not interested
persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.
2.6. The Fund represents that the Fund's investment policies, fees and expenses
are and shall at all times remain in compliance with the laws of the State of
Maryland and the Fund represents that their respective operations are and shall
at all times remain in material compliance with the laws of the State of
Maryland to the extent required to perform this Agreement.
2.7. The Fund represents that it is lawfully organized and validly existing
under the laws of the State of Maryland and that it does and will comply in all
material respects with the 1940 Act.
2.8. Each Adviser represents and warrants that it is and shall remain duly
registered in all material respects under all applicable federal and state
securities laws and that it will perform its obligations for the Fund in
compliance in all material respects with the laws of its state of domicile and
any applicable state and federal securities laws.
2.9. The Fund represents and warrants that its directors, officers, employees,
and other individuals/entities dealing with the money and/or securities of the
Fund are and shall continue to be at all times covered by a blanket fidelity
bond or similar coverage for the benefit of the Fund in an amount not less than
the minimum coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid
blanket fidelity bond shall include coverage for larceny and embezzlement and
shall be issued by a reputable bonding company.
5
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 $5 million. The aforesaid includes
coverage for larceny and embezzlement is issued by a reputable bonding company.
The Company agrees to make all reasonable efforts to see that this bond or
another bond containing these provisions is always in effect, and agrees to
notify the Fund and the Underwriter in the event that such coverage no longer
applies.
ARTICLE III. PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING
3.1. The Fund or its designee shall provide the Company with as many printed
copies of the Fund's current prospectus and statement of additional information
as the Company may reasonably request. If requested by the Company, in lieu of
providing printed copies the Fund shall provide camera-ready film or computer
diskettes 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 is amended during the year) to
have the prospectus for the Contracts and the Fund's prospectus printed together
in one document, and to have the statement of additional information for the
Fund and the statement of additional information for the Contracts printed
together in one document. Alternatively, the Company may print the Fund's
prospectus and/or its statement of additional information in combination with
other fund companies' prospectuses and statements of additional information.
3.2. Except as provided in this Section 3.2., all expenses of printing and
distributing Fund prospectuses and statements of additional information shall be
the expense of the Company. For prospectuses and statements of additional
information provided by the Company to its existing owners of Contracts in order
to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost
of printing shall be borne by the Fund. If the Company chooses to receive
camera-ready film or computer diskettes in lieu of receiving printed copies of
the Fund's prospectus, the Fund will reimburse the Company in an amount equal to
the product of x and y where x is the number of such prospectuses distributed to
owners of the Contracts, and y is the Fund's per unit cost of typesetting and
printing the Fund's prospectus. The same procedures shall be followed with
respect to the Fund's statement of additional information. The Company agrees to
provide the Fund or its designee with such information as may be reasonably
requested by the Fund to assure that the Fund's expenses do not include the cost
of printing any prospectuses or statements of additional information other than
those actually distributed to existing owners of the Contracts.
3.3. The Fund's statement of additional information shall be obtainable from
the Fund, the Company or such other person as the Fund may designate, as agreed
upon by the parties.
6
3.4. The Fund, at its expense, shall provide the Company with copies of its
proxy statements, reports to shareholders, and other communications (except for
prospectuses and statements of additional information, which are covered in
section 3.1) to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.5. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with instructions received from
Contract owners; and
(iii) vote Fund shares for which no instructions have been received in
the same proportion as Fund shares of such Portfolio for which
instructions have been received,
so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund shares
held in any Account in its own right, to the extent permitted by law. The Fund
and the Company shall follow the procedures, and shall have the corresponding
responsibilities, for the handling of proxy and voting instruction
solicitations, as set forth in Schedule B attached hereto and incorporated
herein by reference. Participating Insurance Companies shall be responsible for
ensuring that each of their separate accounts participating in the Fund
calculates voting privileges in a manner consistent with the standards set forth
on Schedule B, which standards will also be provided to the other Participating
Insurance Companies.
3.6. The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders, and in particular the Fund will either provide for annual
meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not
one of the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's interpretation of the
requirements of Section 16(a) with respect to periodic elections of directors
and with whatever rules the Commission may promulgate with respect thereto.
3.7. The Fund shall use reasonable efforts to provide Fund prospectuses,
reports to shareholders, proxy materials and other Fund communications (or
camera-ready equivalents) to the Company sufficiently in advance of the
Company's mailing dates to enable the Company to complete, at reasonable cost,
the printing, assembling and distribution of the communications in accordance
with applicable laws and regulations.
7
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee, each piece of sales literature or other promotional material in
which the Fund or the Adviser(s) is named, at least ten Business Days prior to
its use. No such material shall be used if the Fund or its designee reasonably
objects to such use within ten Business Days after receipt of such material.
4.2. The Company shall not 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 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.
4.3. The Fund or its designee 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 its separate account(s) or Contracts are named
at least ten Business Days prior to its use.
No such material shall be used if the Company or its designee reasonably objects
to such use within ten Business Days after receipt of such material.
4.4. The Fund and the Advisers shall not give any information or make any
representations on behalf of the Company or concerning the Company, each
Account, or the Contracts, other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the Securities and Exchange Commission or
other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, solicitations for voting instructions, sales literature and other
promotional materials,
8
applications for exemptions, requests for no action letters, and all amendments
to any of the above, that relate to the investment in the Fund under the
Contracts, contemporaneously with the filing of such document with the
Securities and Exchange Commission or other regulatory authorities.
4.7. For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, any of the following that
refer to the Fund or any affiliate of the Fund: 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, 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, 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, and registration statements, prospectuses, statements of
additional information, shareholder reports, and proxy materials.
ARTICLE V. FEES AND EXPENSES
5.1. The Fund shall pay no fee or other compensation to the Company under this
Agreement, except that if the Fund or any Portfolio adopts and implements a plan
pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter
may make payments to the Company or to the underwriter for the Contracts if and
in amounts agreed to by the Underwriter in writing.
5.2. All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares, preparation and
filing of the Fund's prospectus and registration statement, proxy materials and
reports, setting the prospectus in type, setting in type and printing the proxy
materials and reports to shareholders (including the costs of printing a
prospectus that constitutes an annual report), the preparation of all statements
and notices required by any federal or state law, and all taxes on the issuance
or transfer of the Fund's shares.
5.3. The Company shall bear the expenses of distributing the Fund's prospectus,
proxy materials and reports to owners of Contracts issued by the Company, other
than the expenses of distributing prospectuses and statements of additional
information to existing contract owners.
9
ARTICLE VI. DIVERSIFICATION
6.1. The Fund will at all times invest money from the Contracts in such a
manner as to ensure that the Contracts will be treated as variable contracts
under the Code and the regulations issued thereunder. Without limiting the scope
of the foregoing, the Fund will at all times comply with Section 817(h) of the
Code and Treasury Regulation 1.817-5, relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts and
any amendments or other modifications to such Section or Regulations. In the
event of a breach of this Article VI by the Fund, it will take all reasonable
steps (a) to notify Company of such breach and (b) to adequately diversify the
Fund so as to achieve compliance within the grace period afforded by Regulation
1.817-5.
ARTICLE VII. POTENTIAL CONFLICTS
7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by Variable Insurance Product owners; or (f) a decision by a Participating
Insurance Company to disregard the voting instructions of contract owners. The
Board shall promptly inform the Company if it determines that an irreconcilable
material conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which it is
aware to the Board. The Company will assist the Board in carrying out its
responsibilities under the Shared Funding Exemptive Order, by providing the
Board with all information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.
7.3. If it is determined by a majority of the Board, or a majority of its
disinterested members, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested directors), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be
10
implemented to a vote of all affected Contract owners and, as appropriate,
segregating the assets of any appropriate group (i.e., annuity contract owners,
life insurance policy owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation, or
offering to the affected contract owners the option of making such a change; and
(2) establishing a new registered management investment company or managed
separate account.
7.4. If a material irreconcilable conflict arises because of a decision by the
Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the affected Account's
investment in the Fund and terminate this Agreement with respect to such Account
(at the Company's expense); provided, however that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board.
7.5. If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
position of the majority of other state regulators, then the Company will
withdraw the affected Account's investment in the Fund and terminate this
Agreement with respect to such Account within six months after the Board informs
the Company in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board. Until the end of the foregoing six month period, the Underwriter
and Fund shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of
the disinterested members of the Board shall determine whether any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding medium for the Contracts.
The Company shall not be required by Section 7.3 to establish a new funding
medium for the Contracts if an offer to do so has been declined by vote of a
majority of Contract owners materially adversely affected by the irreconcilable
material conflict.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect
11
only to the extent that terms and conditions substantially identical to such
Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. INDEMNIFICATION
8.1. Indemnification By The Company
8.1(a) The Company agrees to indemnify and hold harmless the Fund and each
member of the Board and each officer and employee of the Fund, each Adviser and
each director, officer and employee of each Adviser, the Underwriter and each
director, officer and employee of the Underwriter, and each person, if any, who
controls the Fund, the Adviser or the Underwriter within the meaning of Section
15 of the 1933 Act (collectively, an "Indemnified Parties" and individually,
"Indemnified Party," for purposes of this Section 8.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or litigation (including 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 statements or alleged
untrue statements of any material fact contained in the registration
statement or prospectus for the Contracts or contained in the
Contracts or sales literature 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 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 to the
Company by or on behalf of the Fund for use in the registration
statement or prospectus for the Contracts or in the Contracts or
sales literature (or any amendment or supplement) or otherwise for
use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus or sales literature of the Fund not supplied
by the Company, or persons under its control and other than
statements or representations authorized by the Fund or an Adviser)
or unlawful conduct of the Company or persons under its control,
with respect to the sale or distribution of the Contracts or Fund
shares; or
12
(iii) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in a registration statement,
prospectus, or sales literature of the Fund or any amendment
thereof or supplement thereto or the omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if such a
statement or omission was made in reliance upon and in conformity
with information furnished to the Fund by or on behalf of the
Company; or
(iv) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation or warranty made by the Company in this Agreement or
arise out of or result from any other material breach of this
Agreement by the Company, as limited by and in accordance with the
provisions of Sections 8.1(b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation incurred
or assessed against an Indemnified Party as such may arise from such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations or duties under this Agreement.
8.1(c). The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Company 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 Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Company of any such claim shall not
relieve the Company from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Company shall be entitled to participate, at its own
expense, in the defense of such action. The Company also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Company to such party of the Company's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Company 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.
8.1(d). 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.
13
8.2. Indemnification by the Underwriter
8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and
each of its directors, officers and employees and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, an "Indemnified Parties" and individually, "Indemnified Party,"
for purposes of this Section 8.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Underwriter) or litigation (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, 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 shares of the Portfolio that it manages 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 or prospectus or sales literature 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 to the
Fund by or on behalf of the Company for use in the registration
statement or prospectus for the Fund or in sales literature (or any
amendment or supplement) or otherwise for use in connection with the
sale of the Contracts or Portfolio shares; or
(ii) arise out of or as a result of 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 persons under its control and other than
statements or representations authorized by the Company) or unlawful
conduct of the Fund, Adviser(s) or Underwriter or persons under
their control, with respect to the sale or distribution of the
Contracts or Portfolio shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a registration
statement, prospectus, or sales literature covering the Contracts,
or any amendment thereof or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be
14
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished to the Company by or on behalf
of the Fund; or
(iv) arise as a result of any failure by the Fund to provide the services
and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional, in good faith or
otherwise, to comply with the diversification requirements specified
in Article VI); or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Adviser in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Adviser; as limited by and in accordance with the
provisions of Sections 8.2(b) and 8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities, or
litigation incurred or assessed against an Indemnified Party as such may arise
from such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason of
such Indemnified Party's reckless disregard of obligations and duties under this
Agreement.
8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter 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 Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter 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.
15
8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.
8.3. Indemnification by the Fund
8.3(a). The Fund agrees to indemnify and hold harmless the Company, and each of
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the
"Indemnified Parties" and individually, "Indemnified Party," for purposes of
this Section 8.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Fund) or
litigation (including legal and other expenses) to which the Indemnified Parties
may become subject under any statute, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements result from the gross negligence, bad faith or willful
misconduct of the Board or any member thereof, are related to the operations of
the Fund and:
(i) arise as a result of any failure by the Fund to provide the services
and furnish the materials under the terms of this Agreement; or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement or
arise out of or result from any other material breach of this
Agreement by the Fund;
8.3(b). The Fund shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation incurred or
assessed against an Indemnified Party as may arise from such Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations and duties under this Agreement.
8.3(c). The Fund shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the Fund 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
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Fund of any such claim shall not relieve the
Fund from any liability which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of this indemnification
provision. In case any such action is brought against the Indemnified Parties,
the Fund will be entitled to participate, at its own expense, in the defense
thereof. The Fund also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice from the
Fund to such
16
party of the Fund's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Fund 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.
8.3(d). The Company agrees promptly to notify the Fund of the commencement of
any litigation or proceedings against it or any of its respective officers or
directors in connection with this Agreement, the issuance or sale of the
Contracts, with respect to the operation of either Account, or the sale or
acquisition of shares of the Fund.
ARTICLE IX. APPLICABLE LAW
9.1. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the substantive laws of the State of
New York.
9.2. 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 Securities and
Exchange Commission may grant (including, but not limited to, the Shared Funding
Exemptive Order) and the terms hereof shall be interpreted and construed in
accordance therewith.
ARTICLE X. TERMINATION
10.1. This Agreement shall continue in full force and effect until the first to
occur of:
(a) termination by any party for any reason by sixty (60) days advance
written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Fund and the
Adviser with respect to any Portfolio based upon the Company's
determination that shares of such Portfolio are not reasonably
available to meet the requirements of the Contracts; or
(c) termination by the Company by written notice to the Fund and the
Adviser with respect to any Portfolio in the event any of the
Portfolio's shares are not registered, issued or sold in accordance
with applicable state and/or federal law or such law precludes the
use of such shares as the underlying investment media of the
Contracts issued or to be issued by the Company; or
17
(d) termination by the Company by written notice to the Fund and the
Adviser with respect to any Portfolio in the event that such
Portfolio ceases to qualify as a Regulated Investment Company under
Subchapter M of the Code or under any successor or similar provision,
or if the Company reasonably believes that the Fund may fail to so
qualify; or
(e) termination by the Company by written notice to the Fund and the
Adviser with respect to any Portfolio in the event that such
Portfolio falls to meet the diversification requirements specified
in Article VI hereof; or
(f) termination by either the Fund by written notice to the Company if
the Fund shall determine, in its sole judgment exercised in good
faith, that the Company and/ or its affiliated companies has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement or
is the subject of material adverse publicity, or
(g) termination by the Company by written notice to the Fund and the
Adviser, if the Company shall determine, in its sole judgment
exercised in good faith, that either the Fund or the Adviser has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement or
is the subject of material adverse publicity; or
(h) termination by the Fund or the Adviser by written notice to the
Company, if the Company gives the Fund and the Adviser the written
notice specified in Section 1.6 hereof and at the time such notice
was given there was no notice of termination outstanding under any
other provision of this Agreement; provided, however any termination
under this Section 10.1(h) shall be effective forty five (45) days
after the notice specified in Section 1.6 was given.
10.2. Notwithstanding any termination of this Agreement, the Fund shall, at the
option of the Company, continue to make available additional shares of the Fund
pursuant to the terms and conditions of this Agreement, for all Contracts in
effect on the effective date of termination of this Agreement (hereinafter
referred to as "Existing, Contracts"). Specifically, without limitation, the
owners of the Existing Contracts shall be permitted to direct reallocation of
investments in the Fund, redemption of investments in the Fund and investment in
the Fund upon the making of additional purchase payments under the Existing
Contracts. The parties agree that this Section 10.2 shall not apply to any
terminations under Article VII and the effect of such Article VII terminations
shall be governed by Article VII of this Agreement.
10.3. The Company shall not redeem Fund shares attributable to the Contracts
(as distinct from Fund shares attributable to the Company's assets held in the
Account) except (i) as necessary to implement Contract Owner initiated or
approved transactions, or (ii) as
18
required by state and/or federal laws or regulations or judicial or other legal
precedent of general application (hereinafter referred to as a "Legally Required
Redemption") or (iii) as permitted by an order of the Securities and Exchange
Commission pursuant to Section 26(b) of the 1940 Act. Upon request, the Company
will promptly furnish to the Fund the opinion of counsel for the Company (which
counsel shall be reasonably satisfactory to the Fund) to the effect that any
redemption pursuant to clause (ii) above is a Legally Required Redemption.
Furthermore, except in cases where permitted under the terms of the Contracts,
the Company shall not prevent Contract Owners from allocating payments to a
Portfolio that was otherwise available under the Contracts without first giving
the Fund 90 days prior written notice of its intention to do so.
ARTICLE XI. NOTICES
Any notice shall be sufficiently given when sent by registered or certified mail
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.
If to the Fund:
Xxxxxx Xxxxxxx Universal Funds, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Xx., Esq.
If to Adviser:
Xxxxxx Xxxxxxx Asset Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Xx., Esq.
If to Adviser:
Xxxxxx Xxxxxxxx & Xxxxxxxx LLP
Xxx Xxxxx Xxxxxx
Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
19
If to the Underwriter:
Xxxxxx Xxxxxxx & Co., Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Xx., Esq.
If to the Company:
ITT Hartford Life and Annuity Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxx
ARTICLE XII. MISCELLANEOUS
12.1. All persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the Board,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the Fund.
12.2. Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.
12.3. 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.
12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.5. 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.
12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the National Association of Securities
Dealers and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any
20
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby. Notwithstanding the generality of 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 Insurance Regulations and any other applicable law or regulations.
12.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties hereto;
provided, however, that an Adviser may assign this Agreement or any rights or
obligations hereunder to any affiliate of or company under common control with
the Adviser, if such assignee is duly licensed and registered to perform the
obligations of the Adviser under this Agreement.
12.9. The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee copies of the following reports:
(a) the Company's annual statement (prepared under statutory accounting
principles) and annual report (prepared under generally accepted
accounting principles ("GAAP"), if any), as soon as practical and in
any event within 90 days after the end of each fiscal year;
(b) the Company's quarterly statements (statutory) (and GAAP, if any), as
soon as practical and in any event within 45 days after the end of
each quarterly period:
(c) any financial statement, proxy statement, notice or report of the
Company sent to stockholders and/or policyholders, as soon as
practical after the delivery thereof to stockholders;
(d) any registration statement (without exhibits) and financial reports
of the Company filed with the Securities and Exchange Commission or
any state insurance regulator, as soon as practical after the filing
thereof;
(e) any other report submitted to the Company by independent accountants
in connection with any annual, interim or special audit made by them
of the books of the Company, as soon as practical after the receipt
thereof.
21
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified above.
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Xxxx X. Xxxxxxxx
Executive Vice President
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx
President
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx
Principal
XXXXXX XXXXXXXX & XXXXXXXX LLP
By: /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxxxxx
Managing Director
XXXXXX XXXXXXX & CO., INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
Principal
22
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF CONTRACT
DATE ESTABLISHED BY BOARD OF DIRECTORS FUNDED BY SEPARATE ACCOUNT
----------------------------------------------------------------------------------------
ICMG Registered Variable Life GVL95(P) Group Flexible Premium Variable Life
Separate Account One insurance Policy
Established October 9, 1995 GVL95(C) Group Flexible Premium Variable Life
Insurance Certificate
23
SCHEDULE B
PROXY VOTING PROCEDURES
The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting instructions relating to the Fund. The defined
terms herein shall have the meanings assigned in the Participation Agreement
except that the term "Company" shall also include the department or third party
assigned by the Company to perform the steps delineated below.
1. The proxy proposals are given to the Company by the Fund as early as
possible before the date set by the Fund for the shareholder meeting to enable
the Company to consider and prepare for the solicitation of voting instructions
from owners of the Contracts and to facilitate the establishment of tabulation
procedures. At this time the Fund will inform the Company of the Record, Mailing
and Meeting dates. This will be done verbally approximately two months before
meeting.
2. Promptly after the Record Date, the Company will perform a "tape run", or
other activity, which will generate the names, addresses and number of units
which are attributed to each contract owner/policyholder (the "Customer") as of
the Record Date. Allowance should be made for account adjustments made after
this date that could affect the status of the Customers' accounts as of the
Record Date.
Note: The number of proxy statements is determined by the activities
described in this Step #2. The Company will use its best efforts to call in
the number of Customers to the Fund , as soon as possible, but no later
than two weeks after the Record Date.
3. The Fund's Annual Report must be sent to each Customer by the Company either
before or together with the Customers' receipt of voting, instruction
solicitation material. The Fund will provide the last Annual Report to the
Company pursuant to the terms of Section 3.3 of the Agreement to which this
Schedule relates.
4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is
provided to the Company by the Fund. The Company, at its expense, shall produce
and personalize the Voting Instruction Cards. The Fund or its affiliate must
approve the Card before it is printed. Allow approximately 2-4 business days for
printing information on the Cards. Information commonly found on the Cards
includes:
a. name (legal name as found on account registration)
b. address
c. fund or account number
d. coding to state number of units
24
e. individual Card number for use in tracking and verification of votes
(already on Cards as printed by the Fund).
(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)
5. During this time, the Fund will develop, produce and pay for the Notice of
Proxy and the Proxy Statement (one document). Printed and folded notices and
statements will be sent to Company for insertion into envelopes (envelopes and
return envelopes are provided and paid for by the Company). Contents of envelope
sent to Customers by the Company will include:
a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
d. "urge buckslip" -- optional, but recommended. (This is a small,
single sheet of paper that requests Customers to vote as quickly as
possible and that their vote is important. One copy will be supplied
by the Fund.)
e. cover letter -- optional, supplied by Company and reviewed and
approved in advance by the Fund.
6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews and
approves the contents of the mailing package to ensure correctness and
completeness. Copy of this approval sent to the Fund.
7. Package mailed by the Company.
* The Fund must allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended.)
Solicitation time is calculated as calendar days from (but NOT
including,) the meeting, counting backwards.
8. Collection and tabulation of Cards begins. Tabulation usually takes place in
another department or another vendor depending on process used. An often used
procedure is to sort Cards on arrival by proposal into vote categories of all
yes, no, or mixed replies, and to begin data entry.
Note: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure and has not
been required by the Fund in the past.
9. Signatures on Card checked against legal name on account registration which
was printed on the Card.
25
Note: For Example, if the account registration is under "Xxxx X. Xxxxx,
Trustee," then that is the exact legal name to be printed on the Card and
is the signature needed on the Card.
10. If Cards are mutilated, or for any reason are illegible or are not signed
properly, they are sent back to Customer with an explanatory letter and a new
Card and return envelope. The mutilated or illegible Card is disregarded and
considered to be NOT RECEIVED for purposes of vote tabulation. Any Cards that
have been "kicked out" (e.g. mutilated, illegible) of the procedure are "hand
verified," i.e., examined as to why they did not complete the system. Any
questions on those Cards are usually remedied individually.
11. There are various control procedures used to ensure proper tabulation of
votes and accuracy of that tabulation. The most prevalent is to sort the Cards
as they first arrive into categories depending upon their vote; an estimate of
how the vote is progressing may then be calculated. If the initial estimates and
the actual vote do not coincide, then an internal audit of that vote should
occur. This may entail a recount.
12. The actual tabulation of votes is done in units which is then converted to
shares. (It is very important that the Fund receives the tabulations stated in
terms of a percentage and the number of SHARES.) The Fund must review and
approve tabulation format.
13. Final tabulation in shares is verbally given by the Company to the Fund on
the morning of the meeting not later than 10:00 a.m. Eastern time. The Fund may
request an earlier deadline if reasonable and if required to calculate the vote
in time for the meeting.
14. A Certification of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final vote. The
Fund will provide a standard form for each Certification.
15. The Company will be required to box and archive the Cards received from the
Customers. In the event that any vote is challenged or if otherwise necessary
for legal, regulatory, or accounting purposes, the Fund will be permitted
reasonable access to such Cards.
16. All approvals and "signing-off' may be done orally, but must always be
followed up in writing.
26
HARTFORD LIFE INSURANCE COMPANY
(AGREEMENT DATED JANUARY 1, 1997)
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Shares of the Technology, Mid Cap Growth, High Yield, Fixed Income, Emerging
Markets Equity and Value Portfolios of The Universal Institutional Funds, Inc.
shall be made available as investments for the following Separate Account:
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
-----------------------------------------------------------------------------------------------------------
ICMG Series III-B GVL-93(P) Group Variable Life Insurance Policy
Separate Account
Established February 8, 1996
Shares of the Technology, Mid-Cap Growth, High Yield, Fixed Income, Emerging
Markets Equity, Equity Growth*, Global Equity* and Value* Portfolios of The
Universal Institutional Funds, Inc. shall be made available as investments for
the following Separate Account:
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
-----------------------------------------------------------------------------------------------------------
ICMG Registered Variable Life HL-GVL95(P)(NY) Group Flexible Premium Variable
Separate Account A GVL-95(P)/(C) Life Insurance Policy/Certificate
Established April 14, 1998
------------
* Closed to new premiums and transfers effective July 5, 2000.
A-1
XXXXXX XXXXXXX XXXX XXXXXX
XXXXXX XXXXXXX XXXX XXXXXX
INVESTMENT MANAGEMENT
May 1, 2000 0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XXX XXXX 00000
(000) 000-0000
Hartford Life and Annuity
Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Re: AMENDED SCHEDULE A TO HLAIC PARTICIPATION AGREEMENT
Dear Xx. Xxxxx:
This letter sets forth our understanding and acceptance of the enclosed amended
and restated Schedule A to the Participation Agreement dated July 30, 1997,
among The Universal Institutional Funds, Inc. (the "Fund," formerly Xxxxxx
Xxxxxxx Universal Funds, Inc.), Xxxxxx Xxxxxxx Xxxx Xxxxxx Investment Management
Inc. (formerly Xxxxxx Xxxxxxx Asset Management Inc.), Xxxxxx Xxxxxxxx &
Xxxxxxxx, LLP, Xxxxxx Xxxxxxx & Co. Incorporated and Hartford Life and Annuity
Insurance Company (formerly ITT Hartford Life and Annuity Insurance Company),
which has been amended (i) to clarify the list of portfolios of the Fund offered
under ICMG Registered Variable Life Separate Account One; and (ii) to expand and
clarify the separate accounts and portfolios of the Fund which are and have been
covered by the Participation Agreement. The attached Schedule A supersedes any
prior versions of Schedule A.
Please indicate your receipt and acceptance of this letter and the amended and
restated Schedule A attached hereto by signing all of the enclosed copies at the
appropriate place below and returning three signed originals to the attention of
Xxxxxxxx Xxxxx Yu, Morgan Xxxxxxx Xxxx Xxxxxx Investment Management Inc., 1221
Avenue of the Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sincerely,
XXXXXX XXXXXXX XXXX XXXXXX INVESTMENT THE UNIVERSAL INSTITUTIONAL FUNDS,
MANAGEMENT INC. INC.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------------------- ---------------------------------
XXXXXX XXXXXXXX & XXXXXXXX, LLP XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------------------- ---------------------------------
Agreed and Accepted:
HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
By: /s/ [ILLEGIBLE]
---------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Shares of the Technology, Mid Cap Growth, High Yield, Fixed Income, Emerging
Markets Equity, Equity Growth*, Global Equity* and Value* Portfolios of The
Universal Institutional Funds, Inc. shall be made available as investments for
the following Separate Account:
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
-----------------------------------------------------------------------------------------------------------
ICMG Registered Variable Life GVL95(P) Group Flexible Premium Variable Life
Separate Account One Insurance Policy
Established October 9, 1995
GVL95(C) Group Flexible Premium Variable Life
Insurance Certificate
------------
* Closed to new premiums and transfers effective July 5, 2000.
Shares of the Technology, HighYield, Fixed Income, Emerging Markets Debt,
Emerging Markets Equity, Mid Cap Value and Active International Allocation
Portfolios of The Universal Institutional Funds, Inc. shall be made available as
investments for the following Separate Accounts:
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
-----------------------------------------------------------------------------------------------------------
Separate Account Three XXX-VA94 Variable Annuity Contract
Established June 22, 1994
XXX-VA99 Variable Annuity Contract
Separate Account Five XXX-SPVL94 Single Premium Variable Life Insurance
Established August 17, 1994 Policy
XXX-SPVL97 Single Premium Variable Life Insurance
Policy
Separate Account VLII LA-1151(98) Flexible Premium Variable Universal Life
Established September 30, 1994 Insurance Policy
A-1
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and entered
into as of this 1st day of May, 2003, by and among HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY (formerly, ITT Hartford Life and Annuity Insurance Company)
(the "Company"), on its own behalf and on behalf of each separate account of the
Company identified in the Participation Agreement (as defined below), THE
UNIVERSAL INSTITUTIONAL FUNDS, INC. (formerly, Xxxxxx Xxxxxxx Universal Funds,
Inc.) (the "Fund"), XXXXXX XXXXXXX & CO., INCORPORATED (the "Underwriter"), and
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. (formerly, Xxxxxx Xxxxxxx Asset
Management Inc.) (the "Adviser").
WHEREAS, the Company, the Fund, the Underwriter, the Adviser and XXXXXX XXXXXXX
INVESTMENT LP (formerly, Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP) ("MSI") have entered
into a Participation Agreement dated as of July 30, 1997, as such agreement may
be amended from time to time (the "Participation Agreement"); and
WHEREAS, effective May 1, 2002, MSI assigned to the Adviser all of the rights
and obligations of MSI under the Participation Agreement and the Adviser
accepted assignment of such rights and assumed corresponding obligations from
MSI on such terms; and
WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to make
Class II shares of the Portfolios of the Fund identified on Schedule A-2 hereto
available under the Participation Agreement; and
WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to amend
the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund, the Underwriter and the Adviser agree to
amend the Participation Agreement as follows:
1. Schedule A of the Participation Agreement is deleted and replaced in
its entirety with the attached Schedule A-1 and Schedule A-2.
2. All references in the Participation Agreement to "Schedule A" shall
be changed to "Schedule A-1."
3. The Portfolios made available under the Participation Agreement
shall be identified on Schedule A-2.
4. All references in the Participation Agreement to "shares" of a
Portfolio shall mean the class or classes of shares specifically
identified on Schedule A-2.
5. The text of Section 5.1 of the Participation Agreement is deleted
and replaced in its entirety with the following: "The Fund shall pay
no fee or other compensation to the Company under this Agreement,
except that if the Fund or any Portfolio adopts and implements a
service plan and/or a plan pursuant to Rule 12b-1, then the
Underwriter may make payments to the Company or to the underwriter
for the Contracts pursuant to such plans if and in amounts agreed to
by the Underwriter in writing."
6. Except as provided herein, the Participation Agreement shall remain
in full force and effect. This Amendment and the Participation
Agreement, as amended, constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof and fully
supersede any and all prior agreements or understandings between the
parties hereto pertaining to the subject matter hereof. In the event
of any conflict between the terms of this Amendment and the
Participation Agreement, the terms of this Amendment shall control.
7. This Amendment may be amended only by written instrument executed by
each party hereto.
8. This Amendment shall be effective as of the date written above.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal hereunder affixed hereto as of the date specified above.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ Xxxxxxx X. Roswe
-----------------------------------
Name: Xxxxxxx X. Roswe
Title: Vice President
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX & CO., INCORPORATED
By: /s/ Xxxxxxxx Xxxxx Yu
-----------------------------------
Name: Xxxxxxxx Xxxxx Yu
Title: Executive Director
SCHEDULE A-1
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT
AND DATE ESTABLISHED BY FORM NUMBER AND NAME OF
BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
---------------------------------------------------------------------------------------------------
Separate Account Three XXX-VA94 Variable Annuity Contract
Established June 22, 1994 XXX-VA99 Variable Annuity Contract
LA-VA03 Variable Annuity Contract
Separate Account Five XXX-SPVL94 Single Premium Variable Life Insurance Policy
Established August 17, 1994 XXX-SPVL97 Single Premium Variable Life Insurance Policy
Separate Account VLII LA-1151(98) Flexible Premium Variable Universal Life
Established September 30, 1994 Insurance Policy
ICMG Registered Variable Life GVL95(P) Group Flexible Premium Variable Life
Separate Account One Insurance Policy
Established October 9, 1995
GVL95(C) Group Flexible Premium Variable Life
Insurance Certificate
SCHEDULE A-2
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
Class I Shares
Technology Portfolio -- Class I Shares
Mid Cap Growth Portfolio -- Class I Shares
High Yield Portfolio -- Class I Shares
Core Plus Fixed Income Portfolio -- Class I Shares
Emerging Markets Equity Portfolio -- Class I Shares
Emerging Markets Debt Portfolio -- Class I Shares
U.S. Mid Cap Core Portfolio -- Class I Shares
Active International Allocation Portfolio -- Class I Shares
Equity Growth Portfolio* -- Class I Shares
Global Equity Portfolio* -- Class I Shares
Value Portfolio* -- Class I Shares
Class II Shares
Global Franchise Portfolio -- Class II Shares
Equity and Income Portfolio -- Class II Shares
------------
* Closed to new premiums and transfers effective July 5, 2000.
AMENDMENT NO. 3 TO
FUND PARTICIPATION AGREEMENT
Among
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
XXXXXX XXXXXXX DISTRIBUTION, INC.
and
XXXXXX XXXXXXX INVESTMENT MANAGEMENT
This Amendment, effective May 1, 2008, by and among Hartford Life and Annuity
Insurance Company (the "Company"). The Universal Institutional Funds, Inc. (the
"Fund"), Xxxxxx Xxxxxxx Distribution, Inc. (formerly Xxxxxx Xxxxxxx & Co., Inc.)
(the "Underwriter"), and Xxxxxx Xxxxxxx Investment Management Inc. (the
"Adviser"), amends that certain Fund Participation Agreement (the "Agreement")
dated July 30, 1997 by the foregoing parties as follows:
1. Schedule A-1 of the Agreement is hereby deleted in its entirety and
replaced with the following revised Schedule A-1 attached here to.
2. Schedule A-2 of the Agreement is hereby deleted in its entirety and
replaced with the following revised Schedule A-2 attached hereto.
3. In all other respects, the terms of the Agreement remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified above.
THE HARTFORD LIFE AND ANNUITY INSURANCE THE UNIVERSAL INSTITUTIONAL
COMPANY FUNDS, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
------------------------- -------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx
Its: [Title] Senior Vice President Its: President
Date: 5/19/08 Date:
XXXXXX XXXXXXX INVESTMENT MANAGEMENT XXXXXX XXXXXXX DISTRIBUTION INC.
INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- -------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxx
Its: Managing Director Its: President
Date: Date:
1
REVISED SCHEDULE A-1
SEPARATE ACCOUNT
Hartford Life and Annuity Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account Five
Hartford Life and Annuity Insurance Company Separate Account Seven
Hartford Life and Annuity Insurance Company Separate Account XX X
Xxxxxxxx Life and Annuity Insurance Company Separate Account XX XX
ICMG Series III-B
PRODUCT FUNDED BY SEPARATE ACCOUNT
The Director
Hartford Leaders 4
Hartford Leaders 4 Access
Hartford Leaders 4 Edge
Hartford Leaders 4 Plus
Hartford Leaders 4 Outlook
The Director M
Xxxxx Fargo Director M
Director M Access
The Director M Edge
The Director M Plus
The Director M Outlook
Xxxxx Fargo Director M Outlook
Hartford Select Leaders Series II, IIR, III and IV
Hartford Select Leaders Series V
Hartford Select Leaders Outlook Series I, IR and II
Hartford Select Leaders Outlook Series III
Hartford Select Leaders Series I and IR
Select Dimensions Series II and IIR
Select Dimensions Asset Manager Series I and IR
Select Dimensions Series I
Select Dimensions Life Series I and II
Stag Accumulator Variable Universal Life Series I and I.5
2
Stag Protector Variable Universal Life Series I and I.5
Stag Variable Life Last Survivor II (Series I and II)
Hartford Select Leaders Last Survivor
Stag Variable Life Last Survivor Series I
Stag Variable Life Series I
Stag Variable Life Artisan Series I
Stag Accumulator II Variable Universal Life
Stag Protector II Variable Universal Life
Hartford Quantum Life
Hartford Quantum II
Hartford Variable Universal Life Last Survivor
Stag Wall Street Variable Universal Life Series I and II
Hartford Leaders Variable Universal Life Liberty
Hartford Leaders Variable Universal Life Legacy
Group Flexible Premium Variable Life Insurance Policy (GVL - 93(P))
Group Flexible Premium Variable Life Insurance Certificate (GVL - 95(c))
3
REVISED SCHEDULE A-2
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
Class I Shares
Core Plus Fixed Income Portfolio -- Class I Shares
Emerging Markets Equity Portfolio -- Class I Shares
Emerging Markets Debt Portfolio -- Class I Shares
Equity Growth Portfolio* -- Class I Shares
Global Value Equity Portfolio* -- Class I Shares
High Yield Portfolio -- Class I Shares
Mid Cap Growth Portfolio -- Class I Shares
U.S. Mid Cap Value Portfolio -- Class I Shares
Value Portfolio* -- Class I Shares
Class II Shares
Emerging Markets Equity Portfolio -- Class II Shares
Equity and Income Portfolio -- Class II Shares
Global Franchise Portfolio -- Class II Shares
International Growth Equity Portfolio** -- Class II Shares
Mid Cap Growth Portfolio -- Class II Shares
Small Company Growth Portfolio -- Class II Shares
U.S. Mid Cap Value Portfolio -- Class II Shares
U.S. Real Estate Portfolio -- Class II Shares
------------
* Closed to new premiums and transfers effective July 5, 2000.
** Additional of International Growth Equity Portfolio to this Agreement
effective as of August 1, 2006.
4
