RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 29th of March, 2002, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and on
behalf of each separate account of the Company set forth in SCHEDULE A hereto,
as may be amended from time to time (each such account hereinafter referred to
as a "SEPARATE ACCOUNT"), Xxxxx Selected Advisers, LP, a registered investment
adviser organized under the laws of Colorado (hereinafter the "ADVISER"), and
Xxxxx Distributors, LLC, a Delaware limited liability corporation (hereinafter
the "UNDERWRITER").
WITNESSETH:
WHEREAS, the Adviser is the investment adviser to Xxxxx Series, Inc. and Xxxxx
New York Venture Fund, Inc., both an open-end diversified management company
organized under the laws of Maryland (each a "FUND" and collectively, the
"FUNDS"); and
WHEREAS, beneficial interests in the Fund are divided into several series of
shares, each representing the interest in a particular managed portfolio of
securities and other assets (the "PORTFOLIOS"); and
WHEREAS, each Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (hereinafter the "1940
ACT") and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 ACT"); and
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the "CONTRACTS") in connection with retirement plans
intended to meet the qualification requirements of Sections 401, 403(b) or 457
of the Internal Revenue Code of 1986, as amended (the "CODE"); and
WHEREAS, each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts; and
WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "ADVISERS ACT"), and any
applicable state securities laws; and
WHEREAS, the Underwriter is the principal underwriter for the Fund and is
registered as a broker-dealer with the Securities and Exchange Commission
(hereinafter the "SEC") under the Securities Exchange Act of 1934, as amended
(hereinafter the "1934 ACT"), and is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios set forth in SCHEDULE A
on behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as the Separate Accounts at net asset value.
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NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Underwriter agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Underwriter, on its own behalf and on behalf of each Fund, agrees to
sell to the Company those shares of the Portfolios which the Company orders on
behalf of any Separate Account, executing such orders on a daily basis at the
net asset value next computed after receipt and acceptance by the Fund or its
designee of such order. For purposes of this Section, the Company shall be the
designee of the Fund for receipt of such orders from each Separate Account.
Receipt by such designee shall constitute receipt by the Fund; provided that the
Fund or the Underwriter receives notice of such order via the National
Securities Clearing Corporation (the "NSCC") by 10:00 a.m. Eastern Time on the
next following Business Day. The Fund will receive all orders to purchase
Portfolio shares using the NSCC's Defined Contribution Clearance & Settlement
("DCC&S") platform. The Underwriter will or will have the Fund provide the
Company with account positions and activity data using the NSCC's Networking
platform. The Company shall pay for Portfolio shares by the scheduled close of
federal funds transmissions on the same Business Day it places an order to
purchase Portfolio shares in accordance with this section using the NSCC's
Fund/SERV System. Payment shall be in federal funds transmitted by wire from the
Fund's designated Settling Bank to the NSCC. "BUSINESS DAY" shall any day on
which the New York Stock Exchange is open for trading and on which the Fund
calculates it net asset value pursuant to the rules of the SEC. "NETWORKING"
shall mean the NSCC's product that allows Fund's and Companies to exchange
account level information electronically. "SETTLING BANK" shall mean the entity
appointed by the Fund to perform such settlement services on behalf of the Fund
and agrees to abide by the NSCC's Rules and Procedures insofar as they relate to
the same day funds settlement.
If the Company is somehow prohibited from submitting purchase and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Underwriter, on its own behalf and on behalf of each Fund, agrees to sell
the Company those shares of the Portfolios which the Company orders on behalf of
any Separate Account, executing such orders on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its designee of
such order. For purposes of this Section, the Company shall be the designee of
the Fund for the receipt of such orders from the Separate Account and receipt by
such designee shall constitute receipt by the Fund; provided that the Fund or
the Underwriter receives notice of such order by 10:00 a.m. Eastern Time on the
next following Business Day. The Company shall pay for Portfolio shares by the
scheduled close of federal funds transmissions on the same Business Day it
places an order to purchase Portfolio shares in accordance with this section.
Payment shall be in federal funds transmitted by wire to the Fund's designated
custodian. "BUSINESS DAY" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Fund calculates it net asset value
pursuant to the rules of the SEC.
1.2 The Underwriter, on its own behalf and on behalf of each Fund, agrees to
make shares of the Portfolios available indefinitely for purchase at the
applicable net asset value per share by the Company on Business Days; provided,
however, that the Board of Trustees or Directors, as applicable, of the Fund
(hereinafter the "TRUSTEES/DIRECTORS") may refuse to sell shares of any
Portfolio to any person, or suspend or terminate the offering of shares of any
Portfolio if such action is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the Trustees/Directors, acting in
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good faith and in compliance with their fiduciary duties under federal and any
applicable state laws, necessary in the best interests of the shareholders of
any Portfolio.
1.3 The Underwriter, on its own behalf and on behalf of each Fund, agrees to
redeem for cash, upon the Company's request, any full or fractional shares of
the Fund held by the Company on behalf of a Separate Account, executing such
requests on a daily basis at the net asset value next computed after receipt and
acceptance by the Fund or its designee of the request for redemption. For
purposes of this Section, the Company shall be the designee of the Fund for
receipt of requests for redemption from each Separate Account and receipt by
such designee shall constitute receipt by the Fund; provided the Fund or the
Underwriter receives notice of such request for redemption via the NCSA by 10:00
a.m. Eastern Time on the next following Business Day. The Fund will receive all
orders to redeem Portfolio shares using the NSCC's DCC&S platform. The Fund will
also provide the Company with account positions and activity data using the
NSCC's Networking platform. Payment for Fund shares redeemed shall be made in
accordance with this section using the NSCC's Fund/SERVE System. Payment shall
be in federal funds transmitted by the NSCC to the Separate Account's Settling
Bank as designated by the Company, on the same Business Day the Fund or the
Underwriter receives notice of the redemption order from the Company provided
that the Fund or the Underwriter receives notice by 10:00 a.m. Eastern Time on
such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Underwriter, on its own behalf and on behalf of each Fund, agrees to redeem
for cash, upon the Company's request, any full or fractional shares of the Fund
held by the Company on behalf of a Separate Account, executing such requests on
a daily basis at the net asset value next computed after receipt and acceptance
by the Fund or its designee of the request for redemption. For purposes of this
Section, the Company shall be the designee of the Fund for receipt of requests
for redemption from each Separate Account and receipt by such designee shall
constitute receipt by the Fund; provided the Fund or the Underwriter receives
notice of such request for redemption by 10:00 a.m. Eastern Time on the next
following Business Day. Payment shall be in federal funds transmitted by wire to
the Separate Account as designated by the Company, on the same Business Day the
Fund or the Underwriter receives notice of the redemption order from the Company
provided that the Fund or the Underwriter receives notice by 10:00 a.m. Eastern
Time on such Business Day.
1.4 The Company agrees to purchase and redeem the shares of the Portfolios
named in SCHEDULE A offered by the then current prospectus of each Fund in
accordance with the provisions of the applicable prospectus.
1.5 The Company will place separate orders to purchase or redeem shares of each
Portfolio.
1.6 Issuance and transfer of the Fund's shares will be by book entry only.
Share certificates will not be issued to the Company or any Separate Account.
Purchase and redemption orders for Fund shares will be recorded in an
appropriate title for each Separate Account or the appropriate subaccount of
each Separate Account.
1.7 The Underwriter shall furnish same day notice to the Company of any income,
dividends or capital gain distributions payable on the Fund's shares. The
Company hereby elects to
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receive all such dividends and distributions as are payable on a Portfolio's
shares in the form of additional shares of that Portfolio. The Underwriter and
the Adviser shall, or shall cause the Fund to notify the Company of the number
of shares so issued as payment of such dividends and distributions no later than
one Business Day after issuance. The Company reserves the right to revoke this
election and to receive in cash all such dividends and distributions declared
after receipt of notice of revocation by the Fund.
1.8 The Underwriter shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the close of trading each Business Day, but in no event later than 6:30 p.m.
Eastern Time on such Business Day.
1.9 If the Underwriter or the Fund provides incorrect share net asset value (to
the extent that the incorrect share net asset value is more than one-half of one
percent of the correct net asset value) per share, dividend or capital gain
information through no fault of the Company and such errors are not corrected by
4 p.m. Eastern Time the next Business Day (by providing the incorrect and the
correct NAV for each day that the error occurred), the Company shall be entitled
to an adjustment with respect to the Fund shares purchased or redeemed to
reflect the correct information. In addition, the Underwriter and/or the Adviser
shall be liable for the systems and out of pocket costs to make all corrections
to all Contract owner, participant, or beneficiary accounts with respect to the
Fund shares purchased or redeemed to reflect the correct net asset value per
share, dividend or capital gain information so that each participant under a
Contract is made whole. Any error in the calculation or reporting of net asset
value per share, dividend or capital gain information shall be reported promptly
to the Company upon discovery. Underwriter and/or the Adviser shall reimburse
the Company for all out of pocket expenses and employee time incurred for
correcting such incorrect information.
1.10 If the Company provides incorrect processing information through no fault
of the Fund, the Underwriter or the Adviser, the Fund shall be entitled to an
adjustment with respect to the Fund shares purchased or redeemed to reflect the
correct information. Any error in the information provided by the Company shall
be reported to the Fund, the Underwriter and the Adviser promptly upon
discovery.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be
registered unless exempt and that it will make every effort to maintain such
registration under the 1933 Act to the extent required by the 1933 Act; that the
Contracts are intended to be issued and sold in compliance in all material
respects with all applicable federal and state laws. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Separate Account prior to any issuance or sale of Contracts,
shares or other interests therein, as a segregated asset account under the
insurance laws of the State of Connecticut and has registered or, prior to any
issuance or sale of the Contracts, will register and will maintain the
registration of each Separate Account as a unit investment trust in accordance
with and to the extent required by the provisions of the 1940 Act, unless exempt
therefrom, to serve as a segregated investment account for the Contracts. Unless
exempt, the Company shall amend its registration statement for its Contracts
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its Contracts. The Company shall register and
qualify the Contracts for sale in accordance with securities laws of the various
states only if and to the extent deemed necessary by the Company.
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2.2 The Adviser and the Underwriter represent and warrant on their own behalf
and on behalf of each Fund, that (i) Fund shares sold pursuant to this Agreement
shall be registered under the 1933 Act and duly authorized for issuance in
accordance with applicable law and that the Fund is and shall remain registered
under the 1940 Act for as long as the Fund shares are sold; (ii) the Fund shall
amend the registration statement for its shares under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous offering of
its shares; and (iii) the Fund shall register and qualify its shares for sales
in accordance with the laws of the various states only if and to the extent
deemed advisable by the Fund or the Underwriter.
2.3 The Underwriter and Adviser represent that each Portfolio (a) is currently
qualified as a Regulated Investment Company under Subchapter M of the Code; (b)
will make every effort to maintain such qualification (under Subchapter M or any
successor or similar provision); and (c) will notify the Company immediately
upon having a reasonable basis for believing that such Portfolio has ceased to
so qualify or might not so qualify in the future.
2.4 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Underwriter and Adviser represent that each Fund's
Board of Trustees or Directors, as applicable, including a majority of its
Trustees/Directors who are not interested persons of the Fund, have formulated
and approved a plan under Rule 12b-1 to finance distribution expenses.
2.5 The Underwriter and Adviser make no representation as to whether any aspect
of the Fund's operations (including, but not limited to, fees and expenses and
investment policies) complies with the insurance laws or insurance regulations
of the various states except that they do represent, on their own behalf and on
behalf of each Fund, that the Fund's investment policies, fees and expenses are
and shall at all times remain in compliance with the laws of the States of
Connecticut and California. The Adviser and the Underwriter represent that their
respective operations and the operations of the Funds are and shall at all times
remain in material compliance with the laws of the State of Connecticut to the
extent required to perform this Agreement
2.6 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance in all material respects with all applicable federal and state
securities laws, including without limitation the 1933 Act, the 1934 Act, and
the 0000 Xxx.
2.7 The Adviser and Underwriter represent that each Fund is lawfully organized
and validly existing under the laws of the State of Maryland and that they do
and will comply in all material respects with applicable provisions of the 0000
Xxx.
2.8 The Underwriter and Adviser, on behalf of each Fund, represent and warrant
that all of the Fund's Trustees/Directors, officers, employees, investment
advisers, and other individuals/entities having access to the funds and/or
securities of the Funds are and continue to be at all times covered by a blanket
fidelity bond or similar coverage for the benefit of the Funds in an amount not
less than the minimal coverage as required by Rule 17g-1 under the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
includes coverage for larceny and embezzlement and is issued by a reputable
bonding company.
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2.9 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Fund are covered by a blanket fidelity bond or
similar coverage in an amount not less than $5 million. The aforesaid includes
coverage for larceny and embezzlement and is issued by a reputable bonding
company.
2.10 The 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 shall perform its obligations for the Funds in
compliance in all material respects with the laws of the State of Connecticut
and any applicable state and federal securities laws.
2.11 The foregoing representations and warranties shall be made, by the party
hereto that makes the representation or warranty as of the date first written
above and at the time of each purchase and each sale of each Fund's shares
pursuant to this Agreement.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Underwriter and Adviser shall provide, or shall cause the Fund to
provide, the Company at no charge with as many printed copies of each Fund's
current prospectus and statement of additional information as the Company may
reasonably request. If requested by the Company, in lieu of providing printed
copies of the Fund's current prospectus and statement of additional information,
the Underwriter and Adviser shall provide camera-ready film, computer diskettes,
e-mail transmissions or PDF files containing the Fund's prospectus and statement
of additional information, and such other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if the prospectus
and/or statement of additional information for the Fund are amended during the
year) to have the prospectus for the Contracts (if applicable) and the Fund's
prospectus printed together in one document or separately. The Company may elect
to print the Fund's prospectus and/or its statement of additional information in
combination with other fund companies' prospectuses and statements of additional
information.
3.2(a). The Underwriter and Adviser shall provide, or shall cause the Fund to
provide, the Company at no charge with copies of each Fund's proxy statements,
Fund reports to shareholders, and other Fund communications to shareholders in
such quantity as the Company shall reasonably require for distributing to
Contract owners.
3.2(b). The Underwriter and Adviser shall pay, or shall cause the Fund to pay,
for the cost of typesetting, printing and distributing all Fund prospectuses,
statements of additional information, Fund reports to shareholders and other
Fund communications to Contract owners and prospective Contract owners, and to
pay for all costs for typesetting, printing and distributing proxy materials.
3.3. The Fund's statement of additional information shall be obtainable by
Contract owners from the Fund, the Underwriter, the Adviser, the Company or such
other person as the Underwriter or the Adviser may designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Fund to Contract owners to whom voting privileges are
required to be extended and shall:
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A. solicit voting instructions from Contract owners;
B. vote the Fund shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable annuity
contract owners, vote Fund shares held in the Separate Account for which
no timely instructions have been received, in the same proportion as
Fund shares of such Portfolio for which instructions have been received
from the Company's Contract owners. The Company reserves the right to
vote Fund shares held in any segregated asset account for its own
account, to the extent permitted by law. Notwithstanding the foregoing,
with respect to the Fund shares held by unregistered Separate Accounts
that issue Contracts issued in connection with employee benefit plans
subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended, the Company shall vote such Fund shares allocated
to such Contracts only in accordance with the Company's agreements with
such Contract owners.
3.5 The Underwriter and the Adviser shall cause the Fund to comply with all
provisions of the 1940 Act requiring voting by shareholders. The Fund will not
hold annual meetings but will hold such special meetings as may be necessary
from time to time. Further, the Underwriter and the Adviser shall cause the Fund
to act in accordance with the SEC interpretation of the requirements of Section
16(a) with respect to periodic elections of directors or trustees and with
whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the
Underwriter, the Adviser or their designee, each piece of sales literature or
other promotional material prepared by the Company or any person contracting
with the Company in which the Fund, the Adviser or the Underwriter is described,
at least five calendar days prior to its use. No such literature or material
shall be used without prior approval from the Fund, the Underwriter, the Adviser
or their designee, however, the failure to object in writing within two Business
days will be deemed approval. Such approval process shall not apply to
subsequent usage of materials that are substantially similar to prior approved
materials.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Fund
or concerning the Fund in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or
prospectus for the Fund shares, as such registration statement and prospectus
may be amended or supplemented from time to time, or in reports to shareholders
or proxy statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee.
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4.3 The Underwriter and the Adviser shall, and shall cause the Fund to, furnish
to the Company or its designee, each piece of sales literature or other
promotional material in which the Company or any Separate Account is named, at
least five calendar days prior to its use. No such literature or material shall
be used without prior approval from the Company or its designee, however, the
failure to object in writing within two Business Days will be deemed approval.
Such approval process shall not apply to subsequent usage of materials that are
substantially similar to prior approved materials.
4.4 The Adviser and the Underwriter agree, on their own behalf and on behalf of
each Fund, that none of them shall give any information or make any
representations on behalf of the Company or concerning the Company, each
Separate Account, or the Contracts other than the information or representations
contained in the Contracts, a disclosure document, registration statement or
prospectus for the Contracts (if applicable), as such registration statement and
prospectus may be amended or supplemented from time to time, or in published
reports for each Separate Account which are in the public domain or approved by
the Company for distribution to Contract owners or participants, or in sales
literature or other promotional material approved by the Company, except with
the permission of the Company.
4.5 The Underwriter and the Adviser shall cause the Fund to provide to the
Company at least one complete copy of all prospectuses, statements of additional
information, reports to shareholders, proxy statements, and all amendments to
any of the above, that relate to the Fund or its shares, promptly after the
filing of such document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all
prospectuses, statements of additional information, reports, solicitations for
voting instructions, and all amendments to any of the above, if applicable to
the investment in a Separate Account or Contract, promptly after the filing of
such document with the SEC or other regulatory authorities.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, Internet, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund, the Underwriter or the Adviser, and
that all use of any designation comprised in whole or part or such names or
marks under this Agreement shall inure to the benefit of the Fund, the
Underwriter and the Adviser. Except as provided in Section 4.1, the Company
shall not use any such names or marks on its own behalf or on behalf of a
Separate Account in connection with marketing the Contracts without prior
written consent of the Fund, the Underwriter, or the Adviser. Upon termination
of this Agreement for any reason, the Company shall cease all use of any such
names or marks.
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4.9 The Adviser and Underwriter agree and acknowledge, on their own behalf and
on behalf of the Fund, that none of them has any right, title or interest in the
names and marks of the Company, and that all use of any designation comprised in
whole or part or such names or marks under this Agreement shall inure to the
benefit of the Company. Except as provided in Section 4.3, the Fund, the
Underwriter and the Adviser shall not use any such names or marks on its own
behalf or on behalf of a Fund in connection with marketing the Fund without
prior written consent of the Company. Upon termination of this Agreement for any
reason, the Fund, the Underwriter and the Adviser shall cease all use of any
such names or marks.
ARTICLE V. Fees and Expenses
5.1 The Underwriter and the Adviser shall, and/or shall cause the Fund to, pay
the fees and expenses provided for in the attached SCHEDULE B.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Adviser, the
Underwriter and each of their respective trustees, directors, officers,
employees or agents and each person, if any, who controls the Adviser or the
Underwriter within the meaning of section 15 of the 1933 Act (collectively, the
"INDEMNIFIED PARTIES" for purposes of this Section 6.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or litigation (including reasonable legal
and other expenses), to which the Indemnified Parties may become subject under
any statute, regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's shares or the
Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or statement of
information for the Contracts or contained in the Contracts or sales
literature or other promotional material for the Contracts (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided that this agreement
to indemnify shall not apply as to an Indemnified Party if such
statement or omission or such alleged statement or omission was made
in reliance upon and in conformity with information furnished by
such Indemnified Party or the Underwriter or the Adviser to the
Company on behalf of the Underwriter, Adviser or Fund for use in the
registration statement, prospectus or statement of additional
information for the Contracts or in the Contracts or sales
literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of (a) statements or representations by
or on behalf of the Company (other than statements or
representations contained in the Fund registration statement, Fund
prospectus or sales literature or other promotional material of the
Fund not supplied by the Company, or persons under its control and
other than statements or representations authorized by the Fund, the
Underwriter or the Adviser); or (b) the willful misfeasance, bad
faith, gross negligence or
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reckless disregard of duty of the Company or persons under its
control, with respect to the sale or distribution of the Contracts
or Fund shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in the Fund
registration statement, Fund prospectus, statement of additional
information or sales literature or other promotional material of
the Fund (or any amendment thereof or supplement thereto) or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or omission was made in
reliance upon and in conformity with information furnished to the
Fund, the Adviser or the Underwriter by the Company or persons
under its control; or
(iv) arise as a result of any material failure by the Company to provide
the services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach by the
Company of this Agreement; except to the extent provided in Sections
6.1(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such loss,
claim, damage, liability or litigation is due to the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty by the party seeking
indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Company of the commencement of any litigation or proceedings
against them in connection with the issuance or sale of the Fund shares or the
Contracts or the operation of the Fund.
6.2 Indemnification By the Underwriter
(a) The Underwriter agrees, with respect to each Portfolio that it distributes,
to indemnify and hold harmless the Company and each of its directors, officers,
employees or agents and each person, if any, who controls the Company within the
meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES"
for purposes of this Section 6.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Underwriter) or litigation (including reasonable legal and other expenses)
to which the Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements are
related to the sale or acquisition of the shares of the Portfolios that it
distributes or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund
(or any amendment or supplement to any of the foregoing), or arise
out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided
that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity
with information furnished by such Indemnified Party or the Company
to
10
the Fund, the Adviser or the Underwriter on behalf of the Company for
use in the registration statement, prospectus or statement of
additional information for the Fund or in sales literature of the Fund
(or any amendment or supplement thereto) or otherwise for use in
connection with the sale of the Contracts or the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund or the Underwriter or persons
under their respective control and other than statements or
representations authorized by the Company); or (b) the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty of the Fund or the Underwriter or persons under the control of
the Fund or the Underwriter, respectively, with respect to the sale
or distribution of the Contracts or Portfolio shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material with respect to the Contracts (or any
amendment thereof or supplement thereto), or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon and in conformity with information furnished to the
Company by the Fund or the Underwriter or persons under the control
of the Fund or the Underwriter, respectively; or
(iv) arise as a result of any material failure by the Fund or the
Underwriter to provide the services and furnish the materials under
the terms of this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter on its own
behalf or on behalf of the Fund in this Agreement or arise out of or
result from any other material breach of this Agreement by the
Underwriter or the Fund; except to the extent provided in Sections
6.2(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such loss,
claim, damage, liability or litigation is due to the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty by the party seeking
indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will promptly
notify the Underwriter of the commencement of any litigation or proceedings
against them in connection with the issuance or sale of the Fund shares or the
Contracts or the operation of the Separate Accounts.
6.3 Indemnification by the Adviser
(a) The Adviser agrees to indemnify and hold harmless the Company and each of
its directors, officers, employees or agents and each person, if any, who
controls the Company within the meaning of section 15 of the 1933 Act
(collectively, the "INDEMNIFIED PARTIES" for purposes of this Section 6.3)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Adviser) or litigation (including
reasonable legal and other expenses) to which the Indemnified Parties may become
subject under any statute, regulation, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale or acquisition of the shares of
the Portfolios or the Contracts and:
11
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund
(or any amendment or supplement to any of the foregoing), or arise
out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided
that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity
with information furnished by such Indemnified Party or the Company
to the Fund, the Adviser or the Underwriter on behalf of the Company
for use in the registration statement, prospectus or statement of
additional information for the Fund or in sales literature of the
Fund (or any amendment or supplement thereto) or otherwise for use
in connection with the sale of the Contracts or the Portfolio
shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund, the Adviser or the Underwriter
or persons under their respective control and other than statements
or representations authorized by the Company); or (b) the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty of the Fund or persons under the control of the Fund with
respect to the sale or distribution of the Contracts or Portfolio
shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material with respect to the Contracts (or any
amendment thereof or supplement thereto), or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon and in conformity with information furnished to the
Company by the Fund or the Adviser or persons under the control of
the Fund or the Adviser, respectively; or
(iv) arise as a result of any material failure by the Fund or the Adviser
to provide the services and furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Adviser, on its own
behalf or on behalf of the Fund, in this Agreement or arise out of
or result from any other material breach of this Agreement by the
Adviser or the Fund; except to the extent provided in Sections
6.3(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such loss,
claim, damage, liability or litigation is due to the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty by the party seeking
indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Adviser of the commencement of any litigation or proceedings
against them in connection with the issuance or sale of the Fund shares or the
Contracts or the operation of the Separate Accounts.
12
6.4. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article VI
("INDEMNIFYING PARTY" for the purpose of this Section 6.4) shall not be liable
under the indemnification provisions of this Article VI with respect to any
claim made against a party entitled to indemnification under this Article VI
("INDEMNIFIED PARTY" for the purpose of this Section 6.4) unless such
Indemnified Party shall have notified the Indemnifying Party in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such party shall have received notice of such
service on any designated agent), but failure to notify the Indemnifying Party
of any such claim shall not relieve the Indemnifying Party from any liability
which it may have to the Indemnified Party against whom such action is brought
otherwise than on account of the indemnification provision of this Article VI.
In case any such action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate, at its own expense, in the
defense thereof. The Indemnifying Party also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Indemnifying Party to the Indemnified Party of the
Indemnifying Party's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by the
Indemnified Party, and the Indemnifying Party will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation, unless:
(i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests
between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
7.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. Termination
8.1 This Agreement shall terminate:
(a) at the option of any party upon six months' advance written notice to the
other parties unless otherwise agreed in a separate written agreement among the
parties; or
13
(b) at the option of the Underwriter or the Adviser upon institution of formal
proceedings against the Company by the NASD, NASD Regulation, Inc. ("NASDR"),
the SEC, the insurance commission of any state or any other regulatory body
regarding the Company's duties under this Agreement or related to the sale of
the Contracts, the administration of the Contracts, the operation of the
Separate Accounts, or the purchase of the Fund shares, which in the judgment of
the Underwriter or the Adviser are reasonably likely to have a material adverse
effect on the Company's ability to perform its obligations under this Agreement;
or
(c) at the option of the Company upon institution of formal proceedings against
the Fund, the Underwriter or the Adviser by the NASD, NASDR, the SEC, or any
state securities or insurance department or any other regulatory body, related
to the purchase or sale of the Fund shares or the operation of the Fund which in
the judgment of the Company are reasonably likely to have a material adverse
effect on the Underwriter's or the Adviser's ability to perform its obligations
under this Agreement; or
(d) at the option of the Company if a Portfolio delineated in SCHEDULE A ceases
to qualify as a Regulated Investment Company under Subchapter M of the Code (a
"RIC"), or under any successor or similar provision, and the disqualification is
not cured within the period permitted for such cure, or if the Company
reasonably believes that any such Portfolio may fail to so qualify and be unable
to cure such disqualification within the period permitted for such cure; or
(e) at the option of any party to this Agreement, upon another party's material
breach of any provision of this Agreement; provided that the party not in breach
shall give the party in breach notice of the breach and the party in breach does
not cure such breach within 30 days of receipt of such notice of breach; or
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund, the Underwriter or the
Adviser has suffered a material adverse change in its business, operations or
financial condition since the date of this Agreement or is the subject of
material adverse publicity which is likely to have a material adverse impact
upon the business and operations of the Company; or
(g) at the option of the Underwriter or the Adviser, if the Underwriter or the
Adviser respectively, shall determine in its sole judgment exercised in good
faith, that the Company has suffered a material adverse change in its business,
operations or financial condition since the date of this Agreement or is the
subject of material adverse publicity which is likely to have a material adverse
impact upon the business and operations of the Adviser or Underwriter.
8.2 Notice Requirement
(a) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(b), 8.1(c) or 8.1(d), prompt written notice of the
election to terminate this Agreement for cause shall be furnished by the party
terminating the Agreement to the non-terminating parties, with said termination
to be effective upon receipt of such notice by the non-terminating parties;
provided that for any termination of this Agreement based on the provisions of
Section 8.1(d), said termination shall be
14
effective upon the Portfolio's failure to qualify as a RIC and to cure such
disqualification within the period permitted for such cure.
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(f) or 8.1(g), prior written notice of the election to
terminate this Agreement for cause shall be furnished by the party terminating
this Agreement to the non-terminating parties. Such prior written notice shall
be given by the party terminating this Agreement to the non-terminating parties
at least 60 days before the effective date of termination.
8.3 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
8.4 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to Section
8.1(a) through 8.1(g) of this Agreement and subject to Section 1.2 of this
Agreement, the Company may require the Underwriter and/or the Adviser to
continue to make available additional shares of the Fund for so long after the
termination of this Agreement as the Company desires pursuant to the terms and
conditions of this Agreement as provided in paragraph (b) below, for all
Contracts in effect on the effective date of termination of this Agreement
(hereinafter referred to as "EXISTING CONTRACTS"), unless such further sale of
Fund shares is proscribed by law, regulation or an applicable regulatory body.
Specifically, without limitation, the owners of the Existing Contracts shall be
permitted to direct reallocation of investments in the Fund, redeem investments
in the Fund and/or invest in the Fund upon the making of additional purchase
payments under the Existing Contracts unless such further sale of Fund shares is
proscribed by law, regulation or an applicable regulatory body. The Underwriter
and the Adviser represent that they have the authority to cause the Fund to
continue to make shares available in accordance with this paragraph.
(b) The Adviser, the Fund and/or Underwriter shall remain obligated to pay
Company the fee in effect as of the date of termination for so long as shares
are held by the Accounts and Company continues to provide services to the
Accounts. Such fee shall apply to shares purchased both prior to and subsequent
to the date of termination. This Agreement, or any provision thereof, shall
survive the termination to the extent necessary for each party to perform its
obligations with respect to shares for which a fee continues to be due
subsequent to such termination.
ARTICLE IX. Notices
9.1 (a) Any notice shall be deemed duly given only if sent by hand or overnight
express delivery, evidenced by written receipt or by certified mail, return
receipt requested, to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify in
writing to the other party. All notices shall be deemed given the date received
or rejected by the addressee.
15
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, Investment Products Division
with a copy to:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
If to the Adviser:
Xxxxx Selected Advisers, LP
0000 X. Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxx
with a copy to:
Xxxxxx Xxxx
Xxxxx Selected Advisers, LP
0000 X. Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
If to the Underwriter:
Xxxxx Distributors, LLC
0000 X. Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxx
with a copy to:
Xxxxxx Xxxx
Xxxxx Distributors, LLC
0000 X. Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
ARTICLE X Miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the Contracts and all
other information reasonably identified as
16
such in writing by any other party hereto, and, except as contemplated by this
Agreement, shall not disclose, disseminate or utilize such confidential
information without the express prior written consent of the affected party
until such time as it may come into the public domain. In addition, the parties
hereby represent that they will use and disclose Personal Information (as
defined below) only to carry out the purposes for which it was disclosed to them
and will not use or disclose Personal information if prohibited by applicable
law, including, without limitation, statutes and regulations enacted pursuant to
the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102). "PERSONAL INFORMATION" means
financial and medical information that identifies an individual personally and
is not available to the public, including, but not limited to, credit history,
income, financial benefits, policy or claim information and medical records. If
either party outsources services to a third party, such third party will agree
in writing to maintain the security and confidentiality of any information
shared with them.
10.2 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
10.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
10.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, NASDR and state insurance regulators) and shall permit each other and such
authorities (and the parties hereto) reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby. Notwithstanding the foregoing, each party
hereto further agrees to furnish the California Insurance Commissioner with any
information or reports in connection with services provided under this Agreement
which such Commissioner may request in order to ascertain whether the insurance
operations of the Company are being conducted in a manner consistent with the
California laws and regulations.
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to be maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Portfolios of the Fund.
17
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY XXXXX SELECTED ADVISERS, LP
By /s/ Xxxxx Xxxxxxxx By /s/ Xxxxxxx X. Xxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: Senior Vice President Title: COO
XXXXX DISTRIBUTORS, LLC
By /s/ Xxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
18
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Eleven
PORTFOLIOS
Xxxxx Financial
Xxxxx Growth Opportunity
Xxxxx New York Venture
*Class A Shares
19
SCHEDULE B
In consideration of the services provided by the Company, the Adviser agrees to
pay the Company an amount equal to the following basis points per annum on the
average aggregate amount invested by the Company's Separate Account(s) in each
Portfolio under the Fund Participation Agreement, such amounts to be paid within
30 days of the end of each calendar quarter.
PORTFOLIO SUB T/A FEES 12B-1 FEES
---------------------------------------------------------
Xxxxx Financial $12 per participant 0.25%
Xxxxx Growth Opportunity $12 per participant 0.25%
Xxxxx New York Venture $12 per participant 0.25%
20
AMENDMENT NO. 1
TO
RETAIL FUND PARTICIPATION AGREEMENT
BY AND AMONG
HARTFORD LIFE INSURANCE COMPANY,
XXXXX SELECTED ADVISERS, LP
AND
XXXXX DISTRIBUTORS, LLC
Hartford Life Insurance Company (the "Company"), Xxxxx Selected Advisers, LP
(the "Adviser") and Xxxxx Distributors, LLC (the "Distributor") hereby enter
into this Amendment as of the 31st day of October, 2002.
Whereas the Company, the Adviser and the Distributor previously entered into a
Retail Fund Participation Agreement ("Agreement"), dated the 29th day of March,
2002, and wish to amend the Agreement as follows:
1. Schedule A is hereby deleted and replaced in its entirety with the attached
Schedule A.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representatives.
HARTFORD LIFE INSURANCE COMPANY XXXXX SELECTED ADVISERS, LP
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: Senior Vice President Title: Chief Operating Officer
XXXXX DISTRIBUTORS, LLC
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
1
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457,
403, UFC, Eleven
PORTFOLIOS
Xxxxx Financial
Xxxxx Opportunity
Xxxxx New York Venture
------------
* Class A Shares
2
SECOND AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
Between
XXXXX SELECTED ADVISERS, LP,
XXXXX DISTRIBUTORS, LLC
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of October, 2004
between HARTFORD LIFE INSURANCE COMPANY ("Company"), and XXXXX SELECTED
ADVISERS, LP, a registered investment adviser organized under the laws of
Colorado, and XXXXX DISTRIBUTORS, LLC, a Delaware limited liability corporation
(the "Underwriter").
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedule A and Schedule
B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY XXXXX SELECTED ADVISERS, LP
By /s/ J Davey By /s/ Xxxxxxx X. Xxxx
------------------------------ ------------------------------
Name: J Davey Name: Xxxxxxx X. Xxxx
Title: Vice President Title: Chief Operating Officer
XXXXX DISTRIBUTORS, LLC
By /s/ Xxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
1
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Eleven
PORTFOLIOS
Xxxxx Financial (Class A shares)
Xxxxx Opportunity (Class A shares)
Xxxxx New York Venture (Class A and R shares)
2
SCHEDULE B
In consideration of the services provided by the Company, the Adviser agrees to
pay the Company an amount equal to the following basis points per annum on the
average aggregate amount invested by the Company's Separate Account(s) in each
Portfolio under the Fund Participation Agreement, such amounts to be paid within
30 days of the end of each calendar quarter.
CLASS A SHARES:
PORTFOLIO SUB T/A FEES 12B-1 FEES
---------------------------------------------------------
Xxxxx Financial $12 per participant 0.25%
Xxxxx Opportunity $12 per participant 0.25%
Xxxxx New York Venture $12 per participant 0.25%
CLASS R SHARES:
PORTFOLIO SUB T/A FEES 12B-1 FEES
---------------------------------------------------------
Xxxxx New York Venture $12 per participant 0.50%
3
THIRD AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
Between
XXXXX SELECTED ADVISERS, LP,
XXXXX DISTRIBUTORS, LLC
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of October, 2008,
between HARTFORD LIFE INSURANCE COMPANY ("Company") and XXXXX SELECTED ADVISERS,
LP, a registered investment adviser organized under the laws of Colorado, and
XXXXX DISTRIBUTORS, LLC, a Delaware limited liability corporation (the
"Underwriter").
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds,
NOW, THEREFORE, the parties agree as follows:
1. Schedule B shall be replaced by the attached Schedule B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY XXXXX SELECTED ADVISERS, LP
By /s/ Xxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxx
------------------------------ ------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President Title: Chief Operating Officer
XXXXX DISTRIBUTORS, LLC
By /s/ Xxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
1
SCHEDULE B
In consideration of the services provided by the Company, the Adviser agrees to
pay the Company an amount equal to the following basis points per annum on the
average aggregate amount invested by the Company's Separate Account(s) in each
Portfolio under the Fund Participation Agreement, such amounts to be paid within
30 days of the end of each calendar quarter.
CLASS A SHARES:
PORTFOLIO SUB T/A FEES 12B-1 FEES
---------------------------------------------------------
Xxxxx Financial $12 per participant 0.25%
Xxxxx Opportunity $12 per participant 0.25%
Xxxxx New York Venture $12 per participant 0.25%
CLASS R SHARES:
PORTFOLIO SUB T/A FEES 12B-1 FEES
---------------------------------------------------------
Xxxxx New York Venture $12 per participant 0.50%
CLASS Y SHARES:
PORTFOLIO SUB T/A FEES 12B-1 FEES
---------------------------------------------------------
Xxxxx New York Venture $12 per participant --
2
FOURTH AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
Between
XXXXX SELECTED ADVISERS, LP,
XXXXX DISTRIBUTORS, LLC
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of November 2008
between HARTFORD LIFE INSURANCE COMPANY ("Company") and XXXXX SELECTED ADVISERS,
LP, a registered investment adviser organized under the laws of Colorado, and
XXXXX DISTRIBUTORS, LLC, a Delaware limited liability corporation (the
"Underwriter").
WHEREAS, the parties desire to amend the Agreement to modify sub-transfer agent
fees effective October 1, 2008.
NOW, THEREFORE, the parties agree as follows:
1. Schedule B shall be replaced by the attached Schedule B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY XXXXX SELECTED ADVISERS, LP
By /s/ Xxxxx Xxx By /s/ Xxxxxxx X. Xxxx
------------------------------ ------------------------------
Name: Xxxxx Xxx Name: Xxxxxxx X. Xxxx
Title: Senior Vice President Title: Chief Operating Officer
XXXXX DISTRIBUTORS, LLC
By /s/ Xxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
1
SCHEDULE B
EFFECTIVE OCTOBER 1, 2008
In consideration of the services provided by the Company, the Adviser agrees to
pay the Company an amount equal to the following basis points per annum on the
average aggregate amount invested by the Company's Separate Account(s) in each
Portfolio under the Fund Participation Agreement, such amounts to be paid within
30 days of the end of each calendar quarter.
CLASS A SHARES:
PORTFOLIO SUB T/A FEES 12B-1 FEES
-----------------------------------------------------------------------------------------
Xxxxx Financial $12 per participant plus .10% 0.25%
Xxxxx Opportunity $12 per participant plus .10% 0.25%
Xxxxx New York Venture $12 per participant plus .10% 0.25%
CLASS R SHARES:
PORTFOLIO SUB T/A FEES 12B-1 FEES
-----------------------------------------------------------------------------------------
Xxxxx New York Venture $12 per participant plus .10% 0.50%
CLASS Y SHARES:
PORTFOLIO SUB T/A FEES 12B-1 FEES
-----------------------------------------------------------------------------------------
Xxxxx New York Venture $12 per participant plus .10% --
2
FIFTH AMENDMENT
TO THE
RETAIL FUND PARTICIPATION AGREEMENT
BY AND AMONG
HARTFORD LIFE INSURANCE COMPANY
AND
XXXXX SELECTED ADVISERS, LP
AND
XXXXX DISTRIBUTORS, LLC
Pursuant to Section 10.8 of the
Retail Fund Participation Agreement dated March
29, 2002 by and among Hartford Life Insurance Company, Xxxxx Selected Advisers,
LP and Xxxxx Distributors, LLC, as most recently amended in 2008 (the
"Agreement"), the Agreement is hereby amended as provided below, effective as of
the latest date set forth below:
1. Hartford Securities Distribution Company, Inc., a broker-dealer registered
with the Securities Exchange Commission under the Securities Act of 1934, a
member of the Financial Industry Regulatory Authority, and affiliate of Hartford
Life Insurance Company, is hereby added as a party to this Agreement.
2. Section 9.1(a) is hereby amended to add the following to the end of this
section:
If to Hartford Securities Distribution Company, Inc.:
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
3. The first sentence of Schedule B (as currently in effect pursuant to the
Fourth Amendment) is hereby amended to add the phrase "or its affiliate Hartford
Securities Distribution Company, Inc." immediately following the second
reference to "the Company". This sentence, as amended, should read as follows:
"In consideration of the services provided by the Company, the Adviser
agrees to pay the Company or its affiliate Hartford Securities Distribution
Company, Inc. an amount equal to the following basis points per annum on
the average aggregate amount invested by the Company's Separate Account(s)
in each Portfolio under the Fund Participation Agreement, such amounts to
be paid within 30 days of the end of each calendar quarter."
1
4. A new second sentence is hereby added to Schedule B to read as follows:
"Fees paid in accordance with each Fund's Rule 12b-1 plan as described in
Section 2.4 and identified below will be made payable to the Company's
affiliate, Hartford Securities Distribution Company, Inc., a broker-dealer
registered with the Securities Exchange Commission under the Securities Act
of 1934 and member of the Financial Industry Regulatory Authority, "Sub T/A
fees" paid for sub-accounting/recordkeeping services will be made payable
to the Company."
IN WITNESS WHEREOF, the undersigned have executed this Amendment to the
Agreement.
XXXXX SELECTED ADVISERS, XX XXXXX DISTRIBUTORS, LLC
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: Chief Operating Officer Title: President
/s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxx
------------------------------- -------------------------------
Signature Signature
Date: September 28, 2009 Date: September 28, 2009
HARTFORD LIFE INSURANCE COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
Xxxxxxx X. Xxxx, Assistant Vice Xxxxxxx X. Xxxx, Assistant Vice
President President
Print name and title Print name and title
/s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxx
----------------------------------- -----------------------------------
Signature Signature
10/1/2009 10/1/2009
Date Date
2
