THE HARTFORD MUTUAL FUNDS, INC.
THE HARTFORD MUTUAL FUNDS II, INC.
SHARE PURCHASE AGREEMENT
HARTFORD LIFE INSURANCE COMPANY ("HL"), a Connecticut Corporation, as
Sponsor-Depositor, now and in the future, of certain separate accounts
("Separate Accounts"), and issuer of certain variable funding agreements (the
"Contracts") issued with respect to such Separate Accounts, hereby agrees as of
the 3rd day of May 2004 with THE HARTFORD MUTUAL FUNDS, INC. and THE HARTFORD
MUTUAL FUNDS II, INC., each an open-end management investment company (each, a
"Fund" and together, the "Funds"), to this Share Purchase Agreement, which
contemplates an arrangement whereby Fund shares shall be made available to serve
as the underlying investment media for the Contracts, subject to the following
provisions:
1. Fund shares shall be purchased at the net asset value applicable to each
order as established in accordance with the provisions of the then
currently effective prospectus of the Fund. Fund shares shall be ordered in
such quantity and at such times as determined by HL (or its successor) to
be necessary to meet the requirements of the Contracts. Confirmations of
Fund share purchases will be sent directly to HL by the Fund. All Fund
share purchases shall be maintained in a book share account in the name of
HL. Payment for shares shall be made directly to the Fund by HL and payment
for redemption shall be made directly to HL by the Fund, all within the
applicable time periods allowed for settlement of securities transactions.
If payment is not received by the Fund within such period, the Fund may,
without notice, cancel the order and hold HL responsible for any loss
suffered by the Fund resulting from such failure to receive timely payment.
Notice shall be furnished promptly to HL by the Fund of any dividend or
distribution payable on Fund shares. HL elects to receive all such
dividends or distributions in the form of additional Fund shares. HL
reserves the right to revoke this election and to receive in cash all such
dividends and distributions declared after the Fund's receipt of notice of
HL's revocation of this election.
2. (a) The Fund represents that its shares are registered under the Securities
Act of 1933, as amended, and that all appropriate federal and state
registration provisions have been complied with as to such shares and that
such shares may properly be made available for the purposes of this
Agreement. The Fund shall bear the cost of any such registration, as well
as the expense of any taxes assessed upon the issuance or transfer of Fund
shares pursuant to this Agreement.
(b) The Fund shall supply to HL, in a timely manner and in a sufficient
number to allow distribution by HL to each owner of or participant under a
Contract (i) annual and semiannual reports of the Fund's condition, and
(ii) any other Fund shareholder notice, report or document required by law
to be
delivered to shareholders. The Fund shall bear the cost of preparing and
supplying the foregoing materials and the cost of any distribution thereof.
(c) HL represents that it has registered or will register under the
Securities Act of 1933, as amended and the Investment Company Act of 1940,
as amended (the "1940 Act"), unless exempt from such registration, the
Contracts. HL will maintain such registrations to the extent required by
law. The Contracts will be issued in compliance with all applicable federal
and state laws and regulations.
(d) HL has legally and validly established each Separate Account prior to
any issuance or sale as a segregated asset account under the Connecticut
Insurance Code 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 the 1940
Act, unless exempt from such registration.
3. HL shall not make any representation concerning Fund shares except those
contained in the then current prospectus of the Fund and in printed
information subsequently issued by the Fund as information supplemental to
the prospectus.
4. This Agreement shall terminate:
(a) At the option of HL or the Fund upon six months' advance notice to the
other;
(b) At the option of HL if Fund shares are not available for any reason to
meet the requirements of any of the Contracts but then only as to those
Contracts;
(c) At the option of HL, upon institution of formal proceedings against
the Fund by the Securities and Exchange Commission or any other regulatory
body;
(d) Upon assignment of this Agreement, unless made with the written
consent of the other party to this Agreement;
(e) If Fund shares are not registered, issued or sold in conformance with
applicable federal or state law or if such laws preclude the use of Fund
shares as the underlying investment media of the Contracts. Prompt notice
shall be given to HL in the event the conditions of this provision occur.
Notice of termination hereunder shall be given promptly by the party
desiring to terminate to the other party to this Agreement.
5. Termination as the result of any cause listed in the preceding paragraph
shall not affect the Fund's obligation to furnish Fund shares in connection
with Contracts then in force for which the shares of the Fund serve or may
serve as the underlying investment media, unless further sale of Fund
shares is proscribed by the Securities and Exchange Commission or other
regulatory body, or if Fund shares of the requisite Series are no longer
available.
6. This Agreement shall supersede any prior agreement between the parties
hereto relating to the same subject matter.
7. Each notice required by this Agreement shall be given in writing as
follows:
If to the Fund:
--------------
The Hartford Mutual Funds
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attn: Counsel to the Fund
If to HL:
--------
Hartford Life Insurance Company
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attn: General Counsel
8. This Agreement shall be construed in accordance with the laws of the State
of Connecticut.
9. The Fund will provide HL with copies of its proxy solicitations applicable
to each series of the Fund (each a "Series"). HL will, to the extent required by
law, (a) distribute proxy materials applicable to the Series to eligible
Contract owners; (b) solicit voting instructions from eligible Contract owners;
(c) vote the Series shares in accordance with instructions received from
Contract owners; (d) if required by law, vote Series shares for which no
instructions have been received in the same proportion as shares of the Series
for which instructions have been received; and (e) calculate voting privileges
in a manner consistent with other life insurance companies to whose separate
accounts Series shares are offered. Unregistered separate accounts subject to
the Employee Retirement Income Security Act of 1974 ("ERISA") will refrain from
voting shares for which no instructions are received if such shares are held
subject to the provisions of ERISA.
Dated: May 3, 2004
THE HARTFORD MUTUAL FUNDS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxxx
THE HARTFORD MUTUAL FUNDS II, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxxx
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
