AMENDED AND RESTATED MASTER PARTICIPATION AGREEMENT
AMONG
XXXXXX VARIABLE TRUST
XXXXXX MUTUAL FUNDS CORP.
HARTFORD LIFE AND ANNUITY COMPANY
AND
HARTFORD LIFE INSURANCE COMPANY
THIS AGREEMENT, made and entered into as of the 1st of January, 2000, among
HARTFORD LIFE and ANNUITY INSURANCE COMPANY ("HLAI"), a Connecticut corporation,
HARTFORD LIFE INSURANCE COMPANY, a Connecticut corporation ("HLIC"; HLAI and
HLIC are collectively referred to herein as the Companies or individually as a
"Company"), each of the Companies on its own behalf and on behalf of each
separate account set forth under its name on Schedule A, as it may be amended
from time to time (each such separate account an "Account"), PUTNAM VARIABLE
TRUST (the "Trust"), a Massachusetts business trust, and XXXXXX MUTUAL FUNDS
CORP. (the "Underwriter"), a Massachusetts corporation.
WHEREAS, the Trust is an open-end diversified management investment company and
is available to act as the investment vehicle for separate accounts established
for variable life insurance policies and variable annuity contracts
(collectively, the "Contracts") to be offered by insurance companies which have
entered into Participation Agreements with the Trust and the Underwriter (the
"Participating Insurance Companies"); and
WHEREAS, the beneficial interest in the Trust is divided into several series of
shares, each designated a "Fund" and representing the interest in a particular
managed portfolio of securities and other assets; and
WHEREAS, the Trust has obtained an order from the Securities and Exchange
Commission, dated December 29, 1993 (File No. 812-8612), granting the variable
annuity and variable life insurance separate accounts participating in the Trust
exemptions from the provisions of sections 9(a), 13(a), 15(a) and 15(b) of the
Investment Company Act of 1940, as amended (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 Trust to be sold to and held by variable annuity and variable life
insurance separate accounts of the Participating Insurance Companies (the
"Shared Funding Exemptive Order"); and
WHEREAS, the Trust is registered as an open-end management investment company
under the 1940 Act and the sale of its shares is registered under the Securities
Act of 1933, as amended (the " 1933 Act"); and
WHEREAS, each Company has registered or will register the Contracts to be issued
by it under the 1933 Act and any applicable state securities and insurance law
(except for such Contracts which the Company will offer and sell in compliance
with exemptions from such registration); and
WHEREAS, each Account is a duly organized, validly existing separate account,
established by resolution of the Board of Directors of a Company to set aside
and invest assets attributable to the Contracts; and
WHEREAS, each Company has registered or will register each of its Accounts as a
unit investment trust under the 1940 Act (except for such Accounts operated in
compliance with an exemption from such registration); and
WHEREAS, the Underwriter is registered as a broker dealer with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended
(the " 1934 Act"), and is a member in good standing of the National Association
of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
each Company intends to purchase shares in certain Funds ("Authorized Funds") on
behalf of each of its Accounts to fund certain of the Contracts and the
Underwriter is authorized to sell such shares to unit investment trusts such as
each Account at net asset value; and
WHEREAS, the Companies and the Underwriter have previously entered into certain
agreements relating to the Trust and the Accounts, including a Master
Participation Agreement, dated January 1, 1998 (the "Previous Agreements"), and
wish to consolidate and restate the Previous Agreements in one Master Agreement,
except as provided in Section 1.1.
NOW, THEREFORE, in consideration of the promises herein, each Company, the Trust
and the Underwriter agree as follows:
ARTICLE I. RESTATEMENT OF PREVIOUS AGREEMENTS
1.1 This Amended and Restated Master Participation Agreement amends, replaces
and restates all Previous Agreements entered into by the parties hereto with
respect to the Trust, the Accounts and the Contracts; provided that the
Companies and the Underwriter may in their discretion enter into such other
marketing and business arrangements as they agree. All Previous Agreements shall
be of no further effect after the date hereof. This provision specifically shall
not apply to the Agreement effective January 1, 1988, between HLIC and the
Underwriter, as the same has been amended from time to time (the "Business
Agreement"). Likewise, the parties agree that 1.1 of the Master Participation
Agreement, dated January 1, 1998, was not intended to, nor does it have any
effect on the Business Agreement.
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ARTICLE II. SALE OF TRUST SHARES
2.1 The Underwriter will, subject to the Trust's rights under Section 2.2 and
otherwise under this Agreement, sell to each Company, those Trust shares
representing interests in Authorized Funds which each Account orders, executing
such orders on a daily basis at the net asset value next computed after receipt
by the Trust or its designee of the order for the shares of the Trust. For
purposes of this Section 2.1, each Company shall be the designee of the Trust
for receipt of such orders from each Account and receipt by such designee by
4:00 p.m., Eastern time, shall constitute receipt by the Trust; provided that
the Trust receives notice of such order by 9:30 a.m., Eastern time, on the
following Business Day. "Business Day" shall mean any day on which the New York
Stock Exchange is open for trading and on which the Trust calculates its net
asset value pursuant to the rules of the Securities and Exchange Commission. The
Authorized Funds for each Account are set forth in Schedule A, as such schedule
is amended from time to time.
2.2 The Trust will make its shares available indefinitely for purchase at the
applicable net asset value per share by each Company and its Accounts on those
days on which the Trust calculates its net asset value pursuant to rules of the
Securities and Exchange Commission and the Trust shall use best efforts to
calculate such net asset value on each day on which the New York Stock Exchange
is open for trading. Notwithstanding the foregoing, the Trustees of the Trust
(the "Trustees") may refuse to sell shares of any Fund to a Company or any other
person, or suspend or terminate the offering of shares of any Fund if such
action is required by law or by regulatory authorities having jurisdiction over
the Trust or if the Trustees determine, in the exercise of their fiduciary
responsibilities, that to do so would be in the best interests of shareholders.
2.3 The Trust and the Underwriter agree that shares of the Trust will be sold
only to Participating Insurance Companies and their separate accounts. No shares
of any Fund will be sold to the general public.
2.4 The Trust shall redeem its shares in accordance with the terms of its then
current prospectus. For purposes of this Section 2.4, each Company shall be the
designee of the Trust for receipt of requests for redemption from each Account
and receipt by such designee by 4:00 p.m., Eastern time, shall constitute
receipt by the Trust; provided that the Trust receives notice of such request
for redemption by 9:30 a.m., Eastern Time, on the following Business Day.
2.5 Each Company shall purchase and redeem the shares of Authorized Funds
offered by the then current prospectus of the Trust in accordance with the
provisions of such prospectus.
2.6 Each Company shall pay for Trust shares on the next Business Day after an
order to purchase Trust shares is made in accordance with the provisions of
Section 2.1 hereof. Payment shall be in federal funds transmitted by wire.
2.7 Issuance and transfer of the Trust's shares will be by book entry only.
Share certificates will not be issued to a Company or any Account. Shares
ordered from the Trust will
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be recorded as instructed by a Company to the Underwriter in an appropriate
title for each Account or the appropriate sub-account of each Account.
2.8 The Underwriter shall furnish or cause to be furnished prompt notice (by
wire or telephone, followed by written confirmation), to each Company of the
declaration of any income, dividends or capital gain distributions payable on
the Trust's shares. Each Company hereby elects to receive all such income
dividends and capital gain distributions as are payable on the Fund shares in
additional shares of that Fund. Each Company reserves the right to revoke this
election and to receive all such income dividends and capital gain distributions
in cash. The Underwriter shall notify each Company of the number of shares so
issued as payment of such dividends and distributions.
2.9 The Underwriter shall make the net asset value per share for each Fund
available to each Company on a daily basis as soon as reasonably practical after
the Trust calculates its net asset value per share and each of the Trust and the
Underwriter shall use its best efforts to make such net asset value per share
available by 7:00 p.m. Eastern time.
2.10 The Underwriter retains the exclusive right to use of the name "Xxxxxx",
and the Companies shall not use, or permit any mutual fund substituted for any
of the Funds to use the name "Xxxxxx" for any purpose without the written
consent of Xxxxxx. The Companies retain the exclusive right to use the name
"Hartford" and the Underwriter shall not use such name for any purpose without
the consent of a Company.
ARTICLE III. REPRESENTATIONS AND WARRANTIES
3.1 Each Company represents and warrants that
(a) at all times during the term of this Agreement the Contracts it issues
are or will be registered under the 1933 Act or will be offered and
sold in compliance with exemptions from such registration; such
Contracts will be issued and sold in compliance in all material
respects with all applicable laws. Such 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
separate account under applicable law 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 or
operate such Account in compliance with exemption from such
registration; and
(b) the Contracts are currently treated as endowment, annuity or life
insurance contracts under applicable provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), and that it will make every
effort to maintain such treatment and that it will notify the Trust and
the Underwriter 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.
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3.2 The Trust represents and warrants that
(a) at all times during the term of this Agreement Trust shares sold
pursuant to this Agreement shall be registered under the 1933 Act,
duly authorized for issuance and sold by the Trust to each Company
in compliance with all applicable laws, subject to the terms of
Section 3.4 below, and the Trust is and shall remain registered
under the 1940 Act. The Trust 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 Trust shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the
extent deemed advisable by the Trust or the Underwriter in
connection with their sale by the Trust to a Company and only as
required by Section 3.4;
(b) it is currently qualified as a Regulated Investment Company under
Subchapter M of the Code, and that it will use its best efforts to
maintain such qualification (under Subchapter M or any successor
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; and
(c) it is lawfully organized and validly existing under the laws of
Massachusetts and that it does and will comply in all material
respects with the 1940 Act.
3.3 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 Trust shares
in accordance with all applicable securities laws applicable to it, including
without limitation the 1933 Act, the 1934 Act, and the 0000 Xxx.
3.4 Notwithstanding any other provision of this Agreement, the Trust shall be
responsible for the registration and qualification of its shares and of the
Trust itself under the laws of any jurisdiction only in connection with the
sales of shares directly to a Company through the Underwriter. The Trust shall
not be responsible, and each Company shall take full responsibility, for
determining any jurisdiction in which any qualification or registration of Trust
shares or the Trust by the Trust may be required in connection with the sale of
the Contracts or the indirect interest of any Contract in any shares of the
Trust and advising the Trust thereof at such time and in such manner as is
necessary to permit the Trust to comply.
3.5 The Trust makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states.
ARTICLE IV. PROSPECTUSES AND PROXY STATEMENTS; VOTING
4.1 Except for such accounts which are designated on Schedule A as Xxxxxx
Hartford Separate Accounts, the Trust shall provide such documentation
(including a camera ready copy of its prospectus) and other assistance as is
reasonably necessary in order for the Companies once each year (or more
frequently if the prospectus for the Trust is amended) to have the
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prospectus or prospectuses for the Contracts and the Trust's prospectus printed
together in one or more documents (such printing to be at the Companies'
expense).
4.2 The Trust's Prospectus shall state that the Statement of Additional
Information for the Trust is available from the Underwriter or its designee (or
in the Trust's discretion, the Prospectus shall state that such Statement is
available from the Trust), and the Underwriter (or the Trust), at its expense,
shall print and provide such Statement free of charge to each Company and to any
owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Xxxxxx
Hartford Separate Accounts, the Trust, at its expense, shall provide the Company
with copies of its reports to shareholders and other communications to
shareholders in such quantity as the Company shall reasonably require for
distribution to the Contract owners, such distribution to be at the expense of
the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared
Funding Exemptive Order. Each Company reserves the right to vote Trust shares
held in any separate account in its own right, to the extent permitted by law
and the Shared Funding Exemptive Order. Each Company shall be responsible for
assuring that each of its separate accounts participating in the Trust
calculates voting privileges in a manner consistent with all legal requirements
and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions of the 1940 Act
requiring voting by shareholders, and in particular the Trust will either
provide for annual meetings or comply with Section 16(c) of the 1940 Act
(although the Trust 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 Trust 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 Trustees and with whatever rules the Commission may promulgate with
respect thereto.
4.6 Notwithstanding anything herein to the contrary, the allocation of
responsibility for printing and distributing of prospectuses and shareholder
reports for Xxxxxx/Hartford Accounts and the payment of the expenses therefor
shall be as provided in the Business Agreement. The Trust shall pay the costs of
printing and distributing proxy statements to holders of contracts issued by
Xxxxxx/Hartford Accounts.
ARTICLE V. SALES MATERIAL AND INFORMATION
5.1 Without limiting the scope or effect of Section 5.2, each Company shall
furnish, or shall cause to be furnished, to the Underwriter each piece of sales
literature or other promotional material in which the Trust, its investment
adviser or the Underwriter is named at least 10 days prior to its use. No such
material shall be used if the Underwriter objects to such use within five
Business Days after receipt of such material.
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5.2 Neither Company shall give any information or make any representations or
statements on behalf of the Trust or concerning the Trust in connection with the
sale of the Contracts other than the information or representations contained in
the registration statement or prospectus for the Trust shares, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in annual or semi-annual reports or proxy statements for the Trust,
or in sales literature or other promotional material approved by the Trust or
its designee or by the Underwriter, except with the written permission of the
Trust or the Underwriter or the designee of either or as is required by law.
5.3 The Underwriter or its designee shall furnish, or shall cause to be
furnished, to each Company or its designee, each piece of sales literature or
other promotional material prepared by the Underwriter in which any of a
Company, a separate account of a Company or a Contract is named at least 10 days
prior to its use. No such material shall be used if a Company or its designee
objects to such use within five Business Days after receipt of such material.
5.4 Neither the Trust nor the Underwriter shall give any information or make
any representations on behalf of a 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 a Company for distribution to Contract owners, or in sales
literature or other promotional material approved by a Company or its designee,
except with the written permission of such Company or as is required by law.
5.5 For purposes of this Article V, 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, 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 registered representatives.
ARTICLE VI. FEES AND EXPENSES
6.1 Except as provided in this Agreement the Trust and Underwriter shall pay no
fee or other compensation to the Companies under this agreement.
6.2 Except as otherwise provided in the Business Agreement, all expenses
incident to performance by the Trust under this Agreement shall be paid by the
Trust, including the expenses for the cost of registration and qualification of
the Trust's shares, preparation and filing of the Trust's prospectus and
registration statement, proxy materials and reports, setting the
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prospectus and shareholder reports in type, setting in type and printing the
proxy materials, and the preparation of all statements and notices required by
any federal or state law, in each case as may reasonably be necessary for the
performance by it of its obligations under this Agreement.
6.3 (a) Except for such accounts which are designated on Schedule A as Xxxxxx
Hartford Separate Accounts, the Company shall bear the expenses of (i) printing
and distributing the Trust's prospectus and (ii) distributing the reports to the
Trust's shareholders.
(b) With respect to each Xxxxxx Hartford Separate Account, costs of
printing and distributing the Trust's and the Companies' prospectuses
and reports to shareholders shall be as provided in the Business
Agreement.
(c) The Trust shall bear the costs of printing and distributing the
Trust's proxy materials to owners of the Contracts.
ARTICLE VII. SERVICE FEES
7.1 With respect to any Account investing in Class I-B shares, so long as the
Company creating such Account complies with its obligations in this Article VII,
the Underwriter shall pay such Company a quarterly service fee (the "Service
Fee") on shares of the Funds held in such Account at the annual rates specified
in Schedule B (excluding any accounts for the Company's own corporate retirement
plans), subject to Section 7.2 hereof.
7.2 Each Company understands and agrees that all Service Fee payments are
subject to the limitations contained in each Fund's Distribution Plan, which may
be varied or discontinued at any time and hereby waive the right to receive such
service fee payments with respect to a Fund if such Fund ceases to pay 12b-1
fees to the Underwriter.;
7.3 (a) a Company's failure to provide the services described in Section 7.4
or otherwise comply with the terms of this Agreement will render it ineligible
to receive Service Fees; and
(b) the Underwriter may, without the consent of the Companies, amend this
Article VII to change the terms of the Service Fee payments with
prior written notice to the Companies; provided that the Underwriter
may not change such terms with respect to the Companies unless such
changes are applied to the payment of Service Fees generally or if a
Company has not fulfilled its obligations hereunder.
7.4 Each Company receiving Service Fees will provide the following services to
the Contract Owners purchasing Fund shares:
(i) Maintaining regular contact with Contract owners and assisting in
answering inquiries concerning the Funds;
(ii) Assisting in printing and distributing shareholder reports,
prospectuses and other sale and service literature provided by the
Underwriter;
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(iii) Assisting the Underwriter and its affiliates in the establishment and
maintenance of shareholder accounts and records;
(iv) Assisting Contract owners in effecting administrative changes, such as
exchanging shares in or out of the Funds;
(v) Assisting in processing purchase and redemption transactions; and
(vi) Providing any other information or services as the Contract owners or
the Underwriter may reasonably request.
Each Company will support the Underwriter's marketing efforts by granting
reasonable requests for visits to the Company's offices by the Underwriter's
wholesalers.
7.5 Each Company's compliance with the service requirement set forth in this
Agreement will be evaluated from time to time by monitoring redemption levels of
Class I-B Fund shares held in any Account and by such other methods as the
Underwriter deems appropriate.
7.6 The provisions of this Article VII shall remain in effect for not more than
one year from the date hereof and thereafter for successive annual periods only
so long as such continuance is specifically approved at least annually by the
Trustees in conformity with Rule 12b-1. This Agreement shall automatically
terminate in the event of its assignment (as defined by the 1940 Act). In
addition, this Article VII may be terminated at any time, without the payment of
any penalty, with respect to any Fund or the Trust as a whole by any party upon
written notice delivered or mailed by registered mail, postage prepaid, to the
other party, or , as provided in Rule 12b-1 under the 1940 Act by the Trustees
or by the vote of the holders of the outstanding voting securities of any Fund.
7.7 The Underwriter shall provide the Trustees of each of the Funds, and such
Trustees shall review at least quarterly, a written report of the amounts paid
to the Companies under this Article VII and the purposes for which such
expenditures were made.
ARTICLE VIII. DIVERSIFICATION
8.1 The Trust shall cause each Authorized Fund to maintain a diversified pool
of investments that would, if such Fund were a segregated asset account, satisfy
the diversification provisions of Section 817(h) of the Code and the regulations
promulgated thereunder.
ARTICLE IX. POTENTIAL CONFLICTS
9.1 The Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
Accounts. A material irreconcilable conflict may arise for a variety of reasons,
including: (a) an action by any state
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insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities law 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 Fund are being managed; (e) a difference in voting
instructions given by variable annuity contract and variable life insurance
contract owners; or (f) a decision by an insurer to disregard the voting
instructions of contract owners. The Trust shall promptly inform each Company if
the Trustees determine that a material irreconcilable conflict exists and the
implications thereof.
9.2 Each Company will report any potential or existing conflicts of which it is
aware to the Trustees. Each Company will assist the Trustees in carrying out
their responsibilities under the Shared Funding Exemptive Order, by providing
the Trustees with all information reasonably necessary for the Trustees to
consider any issues raised. This includes, but is not limited to, an obligation
by a Company to inform the Trustees whenever Contract owner voting instructions
are disregarded.
9.3 If it is determined by a majority of the Trustees, or a majority of the
disinterested Trustees, that a material irreconcilable conflict exists, each
affected Company shall to the extent reasonably practicable (as determined by a
majority of the disinterested Trustees), take, at such Company's expense,
whatever steps are necessary to remedy or eliminate the material irreconcilable
conflict, up to and including: (1) withdrawing the assets allocable to some or
all of the separate accounts from the Trust or any Fund and reinvesting such
assets in a different investment medium, including (but not limited to) another
Fund, or submitting the question whether such segregation should be 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
contract 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.
9.4 If a material irreconcilable conflict arises because of a decision by a
Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, such Company
may be required, at the Trust's election, to withdraw the affected Account's
investment in one or more Funds and terminate this Agreement with respect to
such Account; 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 Trustees. No charge or penalty
shall be imposed as a result of such withdrawal. Any such withdrawal and
termination must take place within six (6) months after the Trust gives written
notice that this provision is being implemented, and until the end of that six
month period the Underwriter and Trust shall, to the extent permitted by law and
any exemptive relief previously granted to the Trust, continue to accept and
implement orders by such Company for the purchase (or redemption) of shares of
the Trust.
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9.5 If a material irreconcilable conflict arises because of a particular state
insurance regulator's decision applicable to a Company to disregard Contract
owner voting instructions and that decision represents a minority position that
would preclude a majority vote, then such Company may be required, at the
Trust's direction, to withdraw the affected Account's investment in one or more
Authorized Funds; 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 Trustees. Any such
withdrawal and termination must take place within six (6) months after the Trust
gives written notice that this provision is being implemented, unless a shorter
period is required by law, and until the end of the foregoing six month period
(or such shorter period if required by law), the Underwriter and Trust shall, to
the extent permitted by law and any exemptive relief previously granted to the
Trust, continue to accept and supplement orders by such Company for the purchase
(and redemption) of shares of the Trust. No charge or penalty will be imposed as
a result of such withdrawal.
9.6 For purposes of Sections 9.3 through 9.6 of this Agreement, a majority of
the disinterested Trustees shall determine whether any proposed action
adequately remedies any material irreconcilable conflict. Neither the Trust nor
the Underwriter shall be required to establish a new funding medium for the
Contracts, nor shall a Company be required to do so, if an offer to do so has
been declined by vote of a majority of Contract owners materially adversely
affected by the material irreconcilable conflict. In the event that the Trustees
determine that any proposed action does not adequately remedy any material
irreconcilable conflict, then the affected Company will withdraw the Account's
investment in one or more Authorized Funds and terminate this Agreement within
six (6) months (or such shorter period as may be required by law or any
exemptive relief previously granted to the Trust) after the Trustees inform such
Company in writing of the foregoing determination; provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested Trustees. No charge or penalty will be imposed as a result of such
withdrawal.
9.7 The responsibility to take remedial action in the event of the Trustees'
determination of a material irreconcilable conflict and to bear the cost of such
remedial action shall be the obligation of each Company, and the obligation of
such Company set forth in this Article IX shall be carried out with a view only
to the interests of Contract owners.
9.8 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 Trust 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 4.4, 4.5, 9.1, 9.2, 9.3, 9.4 and 9.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.
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9.9 Each Company has reviewed the Shared Funding Exemption Order and hereby
assumes all obligations referred to therein which are required, including,
without limitation, the obligation to provide reports, material or data as the
Trustees may request as conditions to such Order, to be assumed or undertaken by
the Company.
ARTICLE X. INDEMNIFICATION
10.1. INDEMNIFICATION BY THE COMPANY
10.1 (a). Each Company shall indemnify and hold harmless the Trust and the
Underwriter and each of the Trustees, directors of the Underwriter, officers,
employees or agents of the Trust or the Underwriter and each person, if any, who
controls the Trust or the Underwriter within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this Section
10.1) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of such Company which
consent may not be unreasonably withheld) 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 Trust's shares or
the Contracts or the performance by the parties of their obligations hereunder
and:
(i) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in a Registration
Statement, Prospectus or Statement of Additional Information or, in
the case of Contracts not registered under the 1933 Act, private
placement memoranda or similar offering documents, for the Contracts
issued by the Company 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 such Company by or on
behalf of the Trust 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 Trust shares; or
(ii) arise out of or as a result of written statements or representations
(other than statements or representations contained in the Trust's
Registration Statement or Prospectus, or in sales literature for
Trust shares not supplied by such Company, or persons under its
control) made by, or unlawful conduct of, the Company or persons
under its control, with respect to the sale or distribution of the
Contracts or Trust shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement, Prospectus, or
sales literature of the Trust or any
12
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
information furnished to the Trust or the Underwriter by or on
behalf of such Company; or
(iv) arise out of or result from any breach of any representation and/or
warranty made by such Company in this Agreement or arise out of or
result from any other breach of this Agreement by the Company, as
limited by and in accordance with the provisions of Sections 10.1
(b) and 10.1 (c) hereof.
10.1 (b) A 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 to the extent such may arise from such
Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's failure to fulfill its obligations or duties under this Agreement or to
the Trust, whichever is applicable.
10.1 (c) A 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 such Company in writing within a
reasonable time after its or its designated agent's receipt of the summons or
other first legal process giving information of the nature of the claim from
which the Indemnified Party should reasonably know of the availability of
indemnity hereunder in respect to such claim. Failure to notify a Company of any
such claim shall not relieve such Company 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. In case any such action is brought
against the Indemnified Parties, such Company shall be entitled to participate,
at its own expense, in the defense of such action. A Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the
Indemnified Party named in the action. After notice from such Company to such
Indemnified 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 such Company will not be liable to such Indemnified Party
under this Agreement for any legal or other expenses subsequently incurred by
such Indemnified Party independently in connection with the defense thereof
other than reasonable costs of investigation.
10.1 (d) The Underwriter shall promptly notify each Company of the
commencement of any litigation or proceedings against the Trust or the
Underwriter in connection with the issuance or sale of the Trust Shares or the
Contracts or the operation of the Trust or the failure of the Company to perform
any of its obligations hereunder.
10.2 INDEMNIFICATION BY THE UNDERWRITER
10.2 (a) The Underwriter shall indemnify and hold harmless each Company and
each person, if any, who controls such Company within the meaning of Section 15
of the 1933
13
Act and any director, officer, employee or agent of the foregoing (collectively,
the "Indemnified Parties" for purposes of this Section 10.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Underwriter which consent may not be unreasonably
withheld) or litigation (including reasonable 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 the Trust's shares or the Contracts or the performance by the
parties of their obligations hereunder and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the sales
literature of the Trust prepared by or approved by the Trust or
Underwriter (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 Underwriter or Trust by
or on behalf of a Company for use in sales literature (or any
amendment or supplement) or otherwise for use in connection with the
sale of the Contracts or Trust shares; or
(ii) arise out of or as a result of written 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 Underwriter or persons under its control) made by, or unlawful
conduct of, the Underwriter or persons under its control, with
respect to the sale or distribution of the Contracts or Trust
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 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 a Company by or
on behalf of the Underwriter; or
(iv) arise out of or result from any breach of any representation and/or
warranty made by the Underwriter in this Agreement or arise out of
or result from any other breach of this Agreement by the Underwriter
or arise out of or result of a breach by the Trust of Article VIII;
as limited by and in accordance with the provisions of Sections
10.2(b) and 10.2(c) hereof.
10.2 (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 negligence in the
performance of such Indemnified Party's duties or by reason of such
14
Indemnified Party's failure to fulfill to its obligations and duties under this
Agreement or to a Company or the Account, whichever is applicable.
10.2 (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 its or its designated agent's receipt of the summons or
other first legal process giving information of the nature of the claim from
which the Indemnified Party should reasonably know of the availability of
indemnity hereunder in respect of such claim. 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 Indemnified Party named in the action. After notice from the Underwriter to
such Indemnified 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 Indemnified Party under this Agreement for any legal or other expenses
subsequently incurred by such Indemnified Party independently in connection with
the defense thereof other than reasonable costs of investigation.
10.2 (d) A Company shall promptly notify the Underwriter of the Trust 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.
10.3 Indemnification by the Trust
10.3 (a) The Trust shall indemnify and hold harmless such Company, and each
person, if any, who controls such Company within the meaning of Section 15 of
the 1933 Act and any director, officer, employee or agent of the foregoing
(collectively, the "Indemnified Parties" for purposes of this Section 10.3)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Trust which consent may not be
unreasonably withheld) or litigation (including reasonable 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
operations of the Trust and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in a Registration
Statement, Prospectus and Statement of Additional Information of the
Trust (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
15
furnished to the Underwriter or Trust by or on behalf of a Company
for use in the Registration Statement, Prospectus, or Statement of
Additional Information for the Trust (or any amendment or
supplement) or otherwise for use in connection with the sale of the
Contracts or Trust shares; or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Trust in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Trust, as limited by and in accordance with the
provisions of Sections 10.3(b) and 10.3(c) hereof.
10.3 (b) The Trust shall not be liable under the 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 negligence or by reason of such
Indemnified Party's failure to fulfill its obligations and duties under this
Agreement or to such Company, the Trust, the Underwriter or each Account,
whichever is applicable.
10.3 (c) The Trust 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 Trust in writing within a reasonable
time after its or its designated agent's receipt of the summons or other first
legal process giving information of the nature of the claim from which the
Indemnified Party should reasonably know of the availability of indemnity
hereunder in respect of such claim. Failure to notify the Trust of any such
claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own
expense, in the defense thereof. The Trust also shall be entitled to assume the
defense thereof, with counsel reasonably satisfactory to the Indemnified Party
named in the action. After notice from the Trust to such Indemnified Party of
the Trust'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
Trust will not be liable to such Indemnified Party under this Agreement for any
legal or other expenses subsequently incurred by such Indemnified Party
independently in connection with the defense thereof other than reasonable costs
of investigation.
10.3 (d) Each Company agrees promptly to notify the Trust of the commencement
of any litigation or proceedings against it or any of its officers or,
directors, in connection with this Agreement, the issuance or sale of the
Contracts or the sale or acquisition of shares of the Trust.
10.4 With respect to any claim, the parties each shall give the other
reasonable access during normal business hours to its books, records, and
employees and those books, records, and employees within its control pertaining
to such claim, and shall otherwise cooperate with one another in the defense of
any claim. Regardless of which party defends a particular claim, the defending
party shall give the other parties written notice of any significant
developments in the case as soon as practicable, and such other party, at all
times, shall have the right to intervene in the defense of the case.
16
10.5 If a party is defending a claim and indemnifying the other party hereto,
and: (i) a settlement proposal is made by the claimant, or (ii) the defending
party desires to present a settlement proposal to the claimant, then the
defending party promptly shall notify the other party hereto of such settlement
proposal together with its counsel's recommendation. If the defending party
desires to enter into the settlement and the other party fails to consent within
five (5) business days (unless such period is extended, in writing, by mutual
agreement of the parties hereto), then the other party, from the time it fails
to consent forward, shall defend the claim and shall further indemnify the
defending party for all costs associated with the claim which are in excess of
the proposed settlement amount. Regardless of which party is defending the
claim: (i) if a settlement requires an admission of liability by the
non-defending party or would require the non-defending party to either take
action (other than purely ministerial action) or refrain from taking action (due
to an injunction or otherwise) (a "Specific Performance Settlement"), the
defending party may agree to such settlement only after obtaining the express,
written consent of the non-defending party. If a non-defending party fails to
consent to the Specific Performance Settlement, the consequences described in
the last sentence of the first paragraph of this Section 5.6 shall not apply.
10.6 The parties shall use good faith efforts to resolve any dispute concerning
this indemnification obligation. Should those efforts fail to resolve the
dispute, the ultimate resolution shall be determined in a de novo proceeding,
separate ad apart from the underlying matter complained of, before a court of
competent jurisdiction. Either party may initiate such proceedings with a court
of competent jurisdiction at any time following the termination of the efforts
by such parties to resolve the dispute (termination of such efforts shall be
deemed to have occurred thirty (30) days from the commencement of the same
unless such time period is extended by the written agreement of the parties).
The prevailing party in such a proceeding shall be entitled to recover
reasonable attorneys' fees, costs, and expenses.
10.7 The provisions of the Article X shall survive any termination of this
Agreement.
ARTICLE XI. APPLICABLE LAW
11.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
11.2 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 XII. TERMINATION
12.1. This Agreement shall terminate at the option of any party upon one year's
advance written notice to the other parties provided (i) that as to any Account
not identified on Schedule A as a Xxxxxx Hartford Separate Account this
Agreement may be terminated upon 180 days prior written notice and (ii) neither
the Underwriter nor any Company may terminate this
17
Agreement as to any account identified on attached Schedule A as a Xxxxxx
Hartford Separate Account until after January 1, 2000; or
12.2. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 12.1 may be exercised for any
reason or for no reason.
12.3 No termination of this Agreement shall be effective unless and until the
party terminating this Agreement gives prior written notice to all other parties
to this Agreement of its intent to terminate, which notice shall set forth the
basis for such termination. Such prior written notice shall be given in advance
of the effective date of termination as required by this Article XII.
12.4 Notwithstanding any termination of this Agreement, subject to Section 2.2
of this Agreement, the Trust and the Underwriter shall, at the option of the
Company, continue to make available additional shares of the Trust pursuant to
the terms and conditions of this Agreement, for all Contracts issued by such
Company in effect on the effective date of termination of this Agreement
(hereinafter referred to as "Existing Contracts"). Specifically, without
limitation, subject to Section 2.2 of this Agreement, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Trust, redeem
investments in the Trust and/or invest in the Trust upon the making of
additional purchase payments under the Existing Contracts. The parties agree
that this Section 12.4 shall not apply to any termination under Article IX and
the effect of such Article IX termination shall be governed by Article IX of
this Agreement. The provisions of this Section 12.4, and the provisions of
Section 2.2 shall survive termination of this Agreement.
ARTICLE XIII. 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 Trust:
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
If to the Underwriter:
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
18
If to a Company:
Hartford Life and Annuity Insurance Company
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx, General Counsel
ARTICLE XIV MISCELLANEOUS
14.1 A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of or arising
out of this instrument, including without limitation Article IX, are not binding
upon any of the Trustees or shareholders individually but binding only upon the
assets and property of the Trust.
14.2 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.
14.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
14.4 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.
14.5 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the NASD 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.
14.6 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.
14.7 Notwithstanding any other provision of this Agreement, the obligations of
the Trust and the Underwriter are several and, without limiting in any way the
generality of the foregoing, neither such party shall have any liability for any
action or failure to act by the other party, or any person acting on such other
party's behalf.
14.8 No party may assign its rights or obligations under this Agreement without
the consent of the other parties hereto. Any such assignment made without such
consent shall be null and void.
19
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 below.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY
By: /s/ [ILLEGIBLE]
--------------------------------
Name: [ILLEGIBLE]
Title:
XXXXXX VARIABLE TRUST
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX MUTUAL FUNDS CORP.
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President
20
SCHEDULE B
SERVICE FEE PAYMENTS ON CLASS I-B SHARES
AUTHORIZED FUNDS RATE
------------------------------------------------------------------------
All Funds 0.15% per annum
21
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx Hartford Putnam Capital Manager - Putnam VT American Government Income Fund
Capital Manager Trust Separate Account - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Variable Annuity (a "Xxxxxx Xxxxxxxx - Xxxxxx VT Diversified Income Fund (Class IA shares)
(Series 1 through 6) Separate Account") - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx Xxxxxxxx - Xxxxxx VT Global Growth Fund (Class IA shares)
Capital Manager-A - Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Xxxxxx Hartford Xxxxxx capital manager - Xxxxxx VT American Government Income Fund (Class IB shares)
Capital Access Trust Separate Account - Xxxxxx VT Asia Pacific Growth Fund (Class IB shares)
Variable Annuity (a "Xxxxxx Xxxxxxxx - Xxxxxx VT Diversified Income Fund (Class IB shares)
Separate Account") - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IB shares)
- Xxxxxx Xxxxxxxx - Xxxxxx VT Global Asset Allocation Fund (Class IB shares)
Capital Manager Plus - Xxxxxx VT Global Growth Fund (Class IB shares)
- Xxxxxx VT Growth and Income Fund (Class IB shares)
- Xxxxxx VT Growth Opportunities Fund (Class IB shares)
- Xxxxxx VT Health Sciences Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT Income Fund (Class IB shares)
- Xxxxxx VT International Growth Fund (Class IB shares)
- Xxxxxx VT International Growth and Income Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
- Xxxxxx VT Investors Fund (Class IB shares)
- Xxxxxx VT Money Market Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IB shares)
- Xxxxxx VT Research Fund (Class IB shares)
- Xxxxxx VT Small Cap Value Fund (Class IB shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Xxxxxx Hartford Separate Account Five - Xxxxxx VT American Government Income Fund (Class IA shares)
Inheritance Manager (a "Xxxxxx Xxxxxxxx - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Variable Life Separate Account") - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx Capital - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
Manager Variable Life - Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Variable Life Separate Account VL I - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
- Stag Variable Life Artisan - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Last Separate - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Survivor Variable Life Account XX XX - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Series VI-P ICMG Series VI-P - Xxxxxx VT Diversified Income Fund (Class lB shares)
(Private Placement) - Xxxxxx VT Growth and Income Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT International Growth Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx Hartford Xxxxxx Capital Manager - Xxxxxx VT American Government Income Fund (Class IA shares)
Capital Manager Trust Separate Account - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Variable Annuity (Series 4-6) Two (a "Xxxxxx Xxxxxxxx - Xxxxxx VT Diversified Income Fund (Class IA shares)
Separate Account")
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx Capital - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
Manager-A - Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Xxxxxx Hartford Xxxxxx Capital Manager - Xxxxxx VT American Government Income Fund (Class IB shares)
Capital Access Trust Separate Account - Xxxxxx VT Asia Pacific Growth Fund (Class IB shares)
Variable Annuity Two (a 'Xxxxxx Xxxxxxxx - Xxxxxx VT Diversified Income Fund (Class IB sham)
Separate Account') - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IB shares)
- Xxxxxx Xxxxxxxx - Xxxxxx VT Global Asset Allocation Fund (Class IB shares)
Capital Manager Plus - Xxxxxx VT Global Growth Fund (Class IB shares)
- Xxxxxx VT Growth and Income Fund (Class 1B shares)
- Xxxxxx VT Growth Opportunities Fund (Class IB shares)
- Xxxxxx VT Health Sciences Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT Income Fund (Class IB shares)
- Xxxxxx VT International Growth Fund (Class IB shares)
- Xxxxxx VT International Growth and Income Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class lB shares)
- Xxxxxx VT Investors Fund (Class IB shares)
- Xxxxxx VT Money Market Fund (Class IB shares)
- Xxxxxx VT New Opportiunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT OTC & Emerging Growth Fund (Class IB shares)
- Xxxxxx VT Research Fund (Class IB shares)
- Xxxxxx VT Small Cap Value Fund (Class IB shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Hartford Pathmaker Separate Account Six - Xxxxxx VT Diversified Income Fund (Class IA shares)
Variable Annuity - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx Hartford Separate Account Five - Xxxxxx VT American Government Income Fund (Class IA shares)
Inheritance Manager (a "Xxxxxx Xxxxxxxx - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Variable Life Separate Account") - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx Capital - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
Manager Variable - Xxxxxx VT Global Growth Fund (Class IA shares)
Life - Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Variable Life Separate Account VL I - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
- Xxxxxx VT Diversified Income Fund (Class IA shares)
- Stag Variable Life Artisan - Xxxxxx VT Thc Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Stag Protector - Xxxxxx VT Growth and Income Fund (Class IA shares)
Variable Universal - Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Clad IA shares)
- Stag Last Survivor Separate Account XX XX - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Variable Life - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Stag Variable Life - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
Last Survivor II - Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT' Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- The One Provider ICMG Registered Variable - Xxxxxx VT International Growth Fund (Class IB shares)
Variable Life Life Separate Account One - Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED
MASTER PARTICIPATION AGREEMENT
AMONG
XXXXXX VARIABLE TRUST
XXXXXX MUTUAL FUNDS CORP.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
AND
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and executed as of the 26th day of June 2000, by and
between Hartford Life and Annuity Insurance Company and Hartford Life Insurance
Company (collectively the "Companies" or individually a "Company"), Xxxxxx
Variable Trust (the "Trust"), and Xxxxxx Mutual Funds Corp. (the "Underwriter").
WHEREAS, the Companies, the Trust and the Underwriter have executed an Amended
and Restated
Master Participation Agreement made and entered into as of January
1, 2000 (the "Fund Participation Agreement"); and
WHEREAS, each of the parties hereto wish to amend and restate SCHEDULE A to the
Fund Participation Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Company, the Trust and the Underwriter hereby agree as
follows:
1. NEW SCHEDULE A. SCHEDULE A to the Fund Participation Agreement is hereby
amended and restated in accordance with SCHEDULE A attached hereto.
2. UNMODIFIED TERMS. In all other respects, the terms of the Fund
Participation Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
first above-written date.
XXXXXX MUTUAL FUNDS CORP. XXXXXX VARIABLE TRUST
By /s/[ILLEGIBLE] By /s/[ILLEGIBLE]
-------------------------------- ---------------------------------------
Its Senior Vice President Its Senior Vice President
Duly Authorized Duly Authorized
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY
By /s/[ILLEGIBLE]
--------------------------------
Its Senior Vice President
Duly Authorized
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx Hartford Capital Xxxxxx Capital Manager Trust - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Annuity Separate Account (a "Xxxxxx - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
(Series 1 through 6) Hartford Separate Account") - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx Hartford Capital - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
Manager-A - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Technology Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Xxxxxx Hartford Capital Xxxxxx Capital Manager Trust - Xxxxxx VT American Government Income Fund (Class IB shares)
Access Variable Annuity Separate Account (a "Xxxxxx - Xxxxxx VT Asia Pacific Growth Fund (Class IB shares)
- Xxxxxx Hartford Capital Hartford Separate Account") - Xxxxxx VT Diversified Income Fund (Class IB shares)
Manager Plus - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IB shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IB shares)
- Xxxxxx VT Global Growth Fund (Class IB shares)
- Xxxxxx VT Growth and Income Fund (Class IB shares)
- Xxxxxx VT Growth Opportunities Fund (Class IB shares)
- Xxxxxx VT Health Sciences Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT Income Fund (Class IB shares)
- Xxxxxx VT International Growth Fund (Class IB shares)
- Xxxxxx VT International Growth and Income Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
- Xxxxxx VT Investors Fund (Class IB shares)
SCHEDULE A -- CONT'D.
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT Money Market Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IB shares)
- Xxxxxx VT Research Fund (Class IB shares)
- Xxxxxx VT Small Cap Value Fund (Class IB shares)
- Xxxxxx VT Technology Fund (Class IB shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Xxxxxx Hartford Inheritance Separate Account Five (a - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Life "Xxxxxx Hartford Separate - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
- Xxxxxx Capital Manager Account") - Xxxxxx VT Diversified Income Fund (Class IA shares)
Variable Life - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Variable Life Separate Account VL I - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
- Stag Variable Life Artisan - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
2
SCHEDULE A -- CONT'D.
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Last Survivor Variable Separate Account XX XX - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Life - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Series VI-P (Private ICMG Series VI-P - Xxxxxx VT Diversified Income Fund (Class IB shares)
Placement) - Xxxxxx VT Growth and Income Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT International Growth Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
3
SCHEDULE A -- CONT'D.
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx Hartford Capital Xxxxxx Capital Manager Trust - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Annuity Separate Account Two (a - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
(Series 4-6) "Xxxxxx Hartford Separate - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx Capital Manager-A Account") - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Technology Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Xxxxxx Hartford Capital Xxxxxx Capital Manager Trust - Xxxxxx VT American Government Income Fund (Class IB shares)
Access Variable Annuity Separate Account Two (a - Xxxxxx VT Asia Pacific Growth Fund (Class IB shares)
- Xxxxxx Hartford Capital "Xxxxxx Hartford Separate - Xxxxxx VT Diversified Income Fund (Class IB shares)
Manager Plus Account") - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IB shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IB shares)
- Xxxxxx VT Global Growth Fund (Class IB shares)
- Xxxxxx VT Growth and Income Fund (Class IB shares)
- Xxxxxx VT Growth Opportunities Fund (Class IB shares)
- Xxxxxx VT Health Sciences Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT Income Fund (Class IB shares)
- Xxxxxx VT International Growth Fund (Class IB shares)
- Xxxxxx VT International Growth and Income Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
4
SCHEDULE A -- CONT'D.
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT Investors Fund (Class IB shares)
- Xxxxxx VT Money Market Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IB shares)
- Xxxxxx VT Research Fund (Class IB shares)
- Xxxxxx VT Small Cap Value Fund (Class IB shares)
- Xxxxxx VT Technology Fund (Class IB shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Hartford Pathmaker Separate Account Six - Xxxxxx VT Diversified Income Fund (Class IA shares)
Variable Annuity - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx Hartford Separate Account Five (a - Xxxxxx VT American Government Income Fund (Class IA shares)
Inheritance Manager Variable "Xxxxxx Hartford Separate - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Life Account") - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx Capital Manager - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
Variable Life - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Variable Life Separate Account VL I - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
5
SCHEDULE A -- CONT'D.
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
-------------------------------------------------------------------------------------------------------------------
- Stag Variable Life - Xxxxxx VT Diversified Income Fund (Class IA shares)
Artisan - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA
- Stag Protector shares)
Variable Universal Life - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA
shares)
- Xxxxxx VT International New Opportunities Fund (Class IA
shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA
shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Last Survivor Separate Account XX XX - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Variable Life - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Stag Variable Life - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA
Last Survivor II shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA
shares)
- Xxxxxx VT International New Opportunities Fund (Class IA
shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA
shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- The One Provider ICMG Registered Variable - Xxxxxx VT International Growth Fund (Class IB shares)
Variable Life Life Separate Account - Xxxxxx VT Vista Fund (Class IB shares)
One - Xxxxxx VT Voyager Fund (Class IB shares)
6
AMENDMENT #2 TO THE
AMENDED AND RESTATED
MASTER PARTICIPATION AGREEMENT,
EFFECTIVE JANUARY 1, 2000,
AMONG
XXXXXX VARIABLE TRUST,
XXXXXX MUTUAL FUNDS CORP.,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY AND
HARTFORD LIFE INSURANCE COMPANY
All defined terms in the Agreement are applicable to this Amendment.
Effective September 1, 2000, the Agreement is amended as follows:
1. As a result of a name change of the corporation, Xxxxxx Mutual Funds Corp.
is replaced throughout the Agreement by Xxxxxx Retail Management, Inc.
2. Section 4.4 is amended to include the following statement at the beginning
of the section:
"For its registered Accounts,"
3. The following paragraph 4.4.1 is added:
"For its unregistered Accounts which are exempt from registration under the 1940
Act in reliance upon Section 3(c)(1) or 3(c)(7) thereof, each Company represents
and agrees that:
(a) the principal underwriter for each such unregistered Account and its
subaccounts is registered as a broker-dealer under the Securities
and Exchange Act of 1934;
(b) the shares of the Series of the Trust are and will continue to be the
only investment securities held by the corresponding Account
subaccounts; and
(c) with regard to each Series, each Company, on behalf of the
corresponding Account subaccount, will:
(i) vote such shares held by it in the same proportion as the vote of
all other holders of such shares; and
(ii) refrain from substituting shares of another security for such
shares unless the SEC has approved such substitution in the manner
provided in Section 26 of the 1940 Act.
4. The following Separate Accounts are added to Schedule A, 1. Hartford Life
Insurance Company:
AVAILABLE FUNDS OF THE
VARIABLE CONTRACTS SEPARATE ACCOUNT XXXXXX VARIABLE TRUST
--------------------------------------------------------------------------------------------------------------------------------
Series III-B Separate Account ICMG Series III-B Xxxxxx VT Global Asset Allocation (Class IB shares)
Xxxxxx VT International Growth Fund (Class IB shares)
Xxxxxx VT OTC & Emerging Growth (Class IB shares)
Series II-C Separate Account ICMG Series II-C Xxxxxx VT Vista Fund (Class IB Shares)
Xxxxxx VT Voyager Fund (Class IB Shares)
Xxxxxx VT International Growth Fund (Class IB Shares)
Xxxxxx VT International New Opportunities Fund (Class IB
Shares)
In Witness Whereof, the following duly authorized officers have caused this two
(2) page Amendment to be executed:
HARTFORD LIFE INSURANCE COMPANY HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
By: /s/ Xxxxx X. Xxx Xxxxx By: /s/ Xxxxx X. Xxx Xxxxx
---------------------------- ----------------------------
Xxxxx X. Xxx Xxxxx Xxxxx X. Xxx Xxxxx
As its: Assistant Vice President As its: Assistant Vice President
Date: 10/11/00 Date: 10/11/00
XXXXXX VARIABLE TRUST XXXXXX RETAIL MANAGEMENT, INC.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx Xxxx
---------------------------- ----------------------------
Xxxx Xxxxxx Xxxx Xxxx
As its: Vice President As its: Senior Vice President
Date: 10/4/00 Date: 10/4/00
AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED
MASTER PARTICIPATION AGREEMENT
AMONG
XXXXXX VARIABLE TRUST
XXXXXX MUTUAL FUNDS CORP.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
AND
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and executed as of the 1st day of November 2000, by and
between Hartford Life and Annuity Insurance Company and Hartford Life Insurance
Company (collectively the "Companies" or individually a "Company"), Xxxxxx
Variable Trust (the "Trust"), and Xxxxxx Mutual Funds Corp. (the "Underwriter").
WHEREAS, the Companies, the Trust and the Underwriter have executed an Amended
and Restated
Master Participation Agreement made and entered into as of January
1, 2000 (the "Fund Participation Agreement"); and
WHEREAS, each of the parties hereto wish to amend and restate SCHEDULE A to the
Fund Participation Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Company, the Trust and the Underwriter hereby agree as
follows:
1. NEW SCHEDULE A. SCHEDULE A to the Fund Participation Agreement is hereby
amended and restated in accordance with SCHEDULE A attached hereto.
2. UNMODIFIED TERMS. In all other respects, the terms of the Fund Participation
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
first above-written date.
XXXXXX MUTUAL FUNDS CORP. XXXXXX VARIABLE TRUST
By /s/ Xxxx Xxxx By /s/ Xxxx Xxxxxx
--------------------------------------------- ---------------------------------------------
Its Senior Vice President Its
Duly Authorized Duly Authorized
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY
By [ILLEGIBLE]
-----------------------------------
Its Vice President and Director
Duly Authorized
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx Hartford Capital Xxxxxx Capital Manager Trust - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Annuity Separate Account - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
(Series 1 through 6) (a "Xxxxxx Hartford Separate - Xxxxxx VT Capital Appreciation Fund (Class IA shares)
- Xxxxxx Hartford Capital Account") - Xxxxxx VT Diversified Income Fund (Class IA shares)
Manager-A - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Technology Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Xxxxxx VT Voyager Fund II (Class IA shares)
- Xxxxxx Hartford Asset Xxxxxx Capital Manager Trust - Xxxxxx VT American Government Income Fund (Class IB shares)
Manager Variable Annuity Separate Account - Xxxxxx VT Asia Pacific Growth Fund (Class IB shares)
(a "Xxxxxx Hartford Separate - Xxxxxx VT Capital Appreciation Fund (Class IB shares)
Account") - Xxxxxx VT Diversified Income Fund (Class IB shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IB shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IB shares)
- Xxxxxx VT Global Growth Fund (Class IB shares)
- Xxxxxx VT Growth and Income Fund (Class IB shares)
- Xxxxxx VT Growth Opportunities Fund (Class IB shares)
- Xxxxxx VT Health Sciences Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT Income Fund (Class IB shares)
- Xxxxxx VT International Growth Fund (Class IB shares)
- Xxxxxx VT International Growth and Income Fund (Class IB shares)
SCHEDULE A -- CONT'D.
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
- Xxxxxx VT Investors Fund (Class IB shares)
- Xxxxxx VT Money Market Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IB shares)
- Xxxxxx VT Research Fund (Class IB shares)
- Xxxxxx VT Small Cap Value Fund (Class IB shares)
- Xxxxxx VT Technology Fund (Class IB shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Xxxxxx VT Voyager Fund II (Class IB shares)
- Xxxxxx Hartford Capital Xxxxxx Capital Manager Trust - Xxxxxx VT American Government Income Fund (Class IB shares)
Access Variable Annuity Separate Account (a "Xxxxxx - Xxxxxx VT Asia Pacific Growth Fund (Class IB shares)
- Xxxxxx Hartford Capital Hartford Separate Account") - Xxxxxx VT Capital Appreciation Fund (Class IB shares)
Manager Plus - Xxxxxx VT Diversified Income Fund (Class IB shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IB shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IB shares)
- Xxxxxx VT Global Growth Fund (Class IB shares)
- Xxxxxx VT Growth and Income Fund (Class IB shares)
- Xxxxxx VT Growth Opportunities Fund (Class IB shares)
- Xxxxxx VT Health Sciences Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT Income Fund (Class IB shares)
- Xxxxxx VT International Growth Fund (Class IB shares)
- Xxxxxx VT International Growth and Income Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
- Xxxxxx VT Investors Fund (Class IB shares)
- Xxxxxx VT Money Market Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IB shares)
- Xxxxxx VT Research Fund (Class IB shares)
- Xxxxxx VT Small Cap Value Fund (Class IB shares)
- Xxxxxx VT Technology Fund (Class IB shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Xxxxxx VT Voyager Fund II (Class IB shares)
- [Product Name] Variable Xxxxxx Capital Manager Trust - Xxxxxx VT American Government Income Fund (Class IA shares)
Annuity Separate Account - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
2
SCHEDULE A -- CONT'D.
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
(a "Xxxxxx Hartford Separate - Xxxxxx VT Capital Appreciation Fund (Class IA shares)
Account") - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Technology Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Xxxxxx VT Voyager Fund II (Class IA shares)
- Xxxxxx Hartford Inheritance Separate Account Five (a - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Life "Xxxxxx Hartford Separate - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
- Xxxxxx Capital Manager Account") - Xxxxxx VT Diversified Income Fund (Class IA shares)
Variable Life - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
3
SCHEDULE A -- CONT'D.
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Variable Life Separate Account VL I - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
- Stag Variable Life Artisan - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Last Survivor Variable Separate Account XX XX - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Life - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
4
SCHEDULE A -- CONT'D.
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Series VI-P (Private ICMG Series VI-P - Xxxxxx VT Diversified Income Fund (Class IB shares)
Placement) - Xxxxxx VT Growth and Income Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT International Growth Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
5
SCHEDULE A -- CONT'D.
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx Hartford Capital Xxxxxx Capital Manager Trust - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Annuity Separate Account Two (a - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
(Series 4-6) "Xxxxxx Hartford Separate - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx Capital Manager-A Account") - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Technology Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Xxxxxx Hartford Capital Xxxxxx Capital Manager Trust - Xxxxxx VT American Government Income Fund (Class IB shares)
Access Variable Annuity Separate Account Two (a - Xxxxxx VT Asia Pacific Growth Fund (Class IB shares)
- Xxxxxx Hartford Capital "Xxxxxx Hartford Separate - Xxxxxx VT Diversified Income Fund (Class IB shares)
Manager Plus Account") - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IB shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IB shares)
- Xxxxxx VT Global Growth Fund (Class IB shares)
- Xxxxxx VT Growth and Income Fund (Class IB shares)
- Xxxxxx VT Growth Opportunities Fund (Class IB shares)
- Xxxxxx VT Health Sciences Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT Income Fund (Class IB shares)
- Xxxxxx VT International Growth Fund (Class IB shares)
- Xxxxxx VT International Growth and Income Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
6
SCHEDULE A -- CONT'D.
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT Investors Fund (Class IB shares)
- Xxxxxx VT Money Market Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IB shares)
- Xxxxxx VT Research Fund (Class IB shares)
- Xxxxxx VT Small Cap Value Fund (Class IB shares)
- Xxxxxx.VT Technology Fund (Class IB shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Hartford Pathmaker Variable Separate Account Six - Xxxxxx VT Diversified Income Fund (Class IA shares)
Annuity - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx Hartford Inheritance Separate Account Five (a - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Life "Xxxxxx Hartford Separate - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
- Xxxxxx Capital Manager Account") - Xxxxxx VT Diversified Income Fund (Class IA shares)
Variable Life - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Variable Life Separate Account VL I - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
7
SCHEDULE A -- CONT'D.
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Stag Variable Life Artisan - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Stag Protector Variable - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
Universal Life - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Last Survivor Variable Separate Account XX XX - Xxxxxx VT Asia Pacific Growth Fund (Class IA shares)
Life - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Stag Variable Life Last - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
Survivor II - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Growth Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Growth Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- The One Provider Variable ICMG Registered Variable Life - Xxxxxx VT International Growth Fund (Class IB shares)
Life Separate Account One - Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
8
AMENDMENT NO. 3
TO THE
AMENDED AND RESTATED
MASTER PARTICIPATION AGREEMENT
AMONG
XXXXXX VARIABLE TRUST,
XXXXXX RETAIL MANAGEMENT, L P,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
AND
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is effective as of the 1st day of May 2003, by and between
Hartford Life and Annuity Insurance Company and Hartford Life Insurance Company
(collectively the "Companies" or individually a "Company"), Xxxxxx Variable
Trust (the "Trust"), and Xxxxxx Retail Management, L P (formerly, Xxxxxx Mutual
Funds Corp.) (the "Underwriter").
WHEREAS, the Companies, the Trust and the Underwriter have executed an Amended
and Restated Master Participation Agreement made and entered into as of January
1, 2000, as amended from time to time (the "Fund Participation Agreement"); and
WHEREAS, each of the parties hereto wish to amend and restate SCHEDULE A to the
Fund Participation Agreement; and
WHEREAS, each of the parties hereto wish to amend and restate SCHEDULE B to the
Fund Participation Agreement to reflect an increased annual rate of Service Fees
effective as of May 1, 2001.
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Company, the Trust and the Underwriter hereby agree as
follows:
1. NEW SCHEDULE A. SCHEDULE A to the Fund Participation Agreement is hereby
amended and restated in accordance with SCHEDULE A attached hereto.
2. NEW SCHEDULE B. Effective as of May 1, 2001, SCHEDULE B to the Fund
Participation Agreement is hereby amended and restated in accordance with
SCHEDULE B attached hereto.
3. UNMODIFIED TERMS. In all other respects, the terms of the Fund
Participation Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
first above-written date.
XXXXXX RETAIL MANAGEMENT, X X XXXXXX VARIABLE TRUST
By /s/ Xxxx Xxxx By [ILLEGIBLE]
------------------------------ ----------------------
Its Managing Director Its Vice President
Duly Authorized Duly Authorized
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY
By /s/ Xxxxx Xxxxxxxx
------------------------------
Its Senior Vice President
Duly Authorized
2
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx Hartford Capital Separate Account Ten - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Annuity (formerly Xxxxxx Capital - Xxxxxx VT Capital Appreciation Fund (Class IA shares)
(Series I through VIR) Manager Trust Separate - Xxxxxx VT Capital Opportunities Fund (Class IA shares)
- Xxxxxx Hartford Capital Account) - Xxxxxx VT Discovery Growth Fund (Class IA shares)
Manager Edge Variable Annuity a" Xxxxxx Hartford Separate - Xxxxxx VT Diversified Income Fund (Class IA shares)
(Series I and IR) (formerly Account" - Xxxxxx VT Equity Income Fund (Class IA shares)
Xxxxxx Hartford Capital - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
Acclaim -- Series I and IR) - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Equity Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Equity Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Mid Cap Value Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Xxxxxx Hartford Capital Separate Account Ten - Xxxxxx VT American Government Income Fund (Class IB shares)
Manager Variable Annuity (formerly Xxxxxx Capital - Xxxxxx VT Capital Appreciation Fund (Class IB shares)
(Series VII and VIII) Manager Trust Separate - Xxxxxx VT Capital Opportunities Fund (Class IB shares)
- Xxxxxx Hartford Capital Account) - Xxxxxx VT Discovery Growth Fund (Class IB shares)
Access Variable Annuity a "Xxxxxx Hartford Separate - Xxxxxx VT Diversified Income Fund (Class IB shares)
(Series I, IR and II) Account" - Xxxxxx VT Equity Income Fund (Class IB shares)
- Xxxxxx Hartford Capital - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IB shares)
Manager Edge Variable Annuity - Xxxxxx VT Global Asset Allocation Fund (Class IB shares)*
(Series II and III) - Xxxxxx VT Global Equity Fund (Class IB shares)*
- Xxxxxx VT Growth and Income Fund (Class IB shares)
3
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx Hartford Capital - Xxxxxx VI Growth Opportunities Fund (Class IB shares)
Manager Plus Variable Annuity - Xxxxxx VI Health Sciences Fund (Class IB shares)
(Series I, IR and II) - Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx Hartford Capital - Xxxxxx VT Income Fund (Class IB shares)
Manager Outlook Variable - Xxxxxx VT International Equity Fund (Class IB shares)*
Annuity (Series I, IR and II) - Xxxxxx VT International Growth and Income Fund (Class IB shares)*
(formerly Xxxxxx Xxxxxxxx - Xxxxxx VT International New Opportunities Fund (Class IB shares)*
Capital Access II) - Xxxxxx VT Investors Fund (Class IB shares)
- Xxxxxx Hartford Asset - Xxxxxx VT Mid Cap Value Fund (Class IB shares)
Manager Variable Annuity - Xxxxxx VT Money Market Fund (Class IB shares)
(Series I and IR) - Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IB shares)
- Xxxxxx VT Research Fund (Class IB shares)
- Xxxxxx VT Small Cap Value Fund (Class IB shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Not available in Xxxxxx Hartford Capital Access Variable Annuity
Series II
- Xxxxxx Hartford Inheritance Separate Account Five - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Life (a "Xxxxxx Hartford Separate - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx Capital Manager Account") - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
Variable Life - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Equity Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Equity Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
4
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Variable Life Separate Account VL I - Xxxxxx VT Capital Opportunities Fund (Class IB shares)
- Stag Variable Life Artisan - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Stag Protector Variable - Xxxxxx VT Equity Income Fund (Class IB shares)
Universal Life
- Stag Accumulator Variable - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
Universal Life
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Equity Fund (Class IA & Class IB shares)
- Xxxxxx VT Growth and Income Fund (Class IA & Class IB shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA & Class IB shares)
- Xxxxxx VT Income Fund (Class IA & Class IB shares)
- Xxxxxx VT International Equity Fund (Class IA & Class IB shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA & Class IB shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA & Class IB shares)
- Stag Variable Life Last Separate Account XX XX - Xxxxxx VT Capital Opportunities Fund (Class IB shares)
Survivor
- Stag Variable Life Last - Xxxxxx VT Diversified Income Fund (Class IA shares)
Survivor II
- Xxxxxx VT Equity Income Fund (Class IB shares)
- Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Equity Fund (Class IA & Class IB shares)
- Xxxxxx VT Growth and Income Fund (Class IA &Class IB shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA & Class IB shares)
- Xxxxxx VT Income Fund (Class IA & Class IB shares)
- Xxxxxx VT International Equity Fund (Class IA & Class IB shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
5
1. HARTFORD LIFE INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS OF THE XXXXXX VARIABLE TRUST
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA & Class IB shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA & Class IB shares)
- Series VI-P (Private ICMG Series VI-P - Putnum VT Diversified Income Fund (Class IB shares)
Placement)
- Xxxxxx VT Growth and Income Fund (Class IB shares)
- Xxxxxx VT High Yield Fund (Class IB shares)
- Xxxxxx VT International Equity Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Series II-C (Private ICMG Series II-C - Xxxxxx VT Vista Fund (Class IB shares)
Placement)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Xxxxxx VT International Equity Fund (Class IB shares)
- Xxxxxx VT International New Opportunities Fund (Class IB shares)
- Series III-B (Private ICMG Series III-B - Xxxxxx VT Global Asset Allocation Fund (Class IA shares and
Placement) Class IB Shares)
- Series III-V (Private - Xxxxxx VT International Equity Fund (Class IA shares and Class
Placement) IB shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares and Class
IB shares)
6
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx Hartford Capital - Separate Account Ten - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Annuity (formerly Xxxxxx Capital - Xxxxxx VT Capital Appreciation Fund (Class IA shares)
(Series III through VIR) Manager Trust Separate - Xxxxxx VT Capital Opportunities Fund (Class IA shares)
- Xxxxxx Hartford Capital Account Two) - Xxxxxx VT Discovery Growth Fund (Class IA shares)
Manager Edge Variable Annuity a "Xxxxxx Hartford Separate - Xxxxxx VT Diversified Income Fund (Class IA shares)
(Series I and IR) (formerly Account" - Xxxxxx VT Equity Income Fund (Class IA shares)
Xxxxxx Hartford Capital - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
Acclaim - Series I and IR) - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Equity Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Equity Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Mid Cap Value Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Xxxxxx Hartford Capital - Separate Account Ten - Xxxxxx VT American Government Income Fund (Class IB shares)
Manager Variable Annuity (formerly Xxxxxx Capital - Xxxxxx VT Capital Appreciation Fund (Class IB shares)
(Series VII and VIII) Manager Trust Separate - Xxxxxx VT Capital Opportunities Fund (Class IB shares)
- Xxxxxx Hartford Capital Account Two) - Xxxxxx VT Discovery Growth Fund (Class IB shares)
Access Variable Annuity a "Xxxxxx Hartford Separate - Xxxxxx VT Diversified Income Fund (Class IB shares)
(Series I, IR and II) Account" - Xxxxxx VT Equity Income Fund (Class IB shares)
- Xxxxxx Hartford Capital - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IB shares)
Manager Edge Variable Annuity - Xxxxxx VT Global Asset Allocation Fund (Class IB shares)*
(Series II and III) - Xxxxxx VT Global Equity Fund (Class IB shares)*
- Xxxxxx Hartford Capital - Xxxxxx VT Growth and Income Fund (Class IB shares)
Manager Plus Variable Annuity - Xxxxxx VT Growth Opportunities Fund (Class IB shares)
- Xxxxxx VT Health Sciences Fund (Class IB shares)
7
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
Variable Annuity (Series I, - Xxxxxx VT High Yield Fund (Class IB shares)
IR and II) - Xxxxxx VT Income Fund (Class IB shares)
- Xxxxxx Hartford Capital - Xxxxxx VT International Equity Fund (Class IB shares)*
Manager Outlook Variable - Xxxxxx VT International Growth and Income Fund (Class IB shares)*
Annuity (Series I, IR and - Xxxxxx VT International New Opportunities Fund (Class IB shares)*
II) (formerly Xxxxxx - Xxxxxx VT Investors Fund (Class IB shares)
Hartford Capital Access II) - Xxxxxx VT Mid Cap Value Fund (Class IB shares)
- Xxxxxx VT Money Market Fund (Class IB shares)
- Xxxxxx VT New Opportunities Fund (Class IB shares)
- Xxxxxx VT New Value Fund (Class IB shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IB shares)
- Xxxxxx VT Research Fund (Class IB shares)
- Xxxxxx VT Small Cap Value Fund (Class IB shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IB shares)
- Xxxxxx VT Vista Fund (Class IB shares)
- Xxxxxx VT Voyager Fund (Class IB shares)
- Not available in Xxxxxx Hartford Capital Access Variable Annuity
Series II
- Hartford Pathmaker Variable - Separate Account Six - Xxxxxx VT Diversified Income Fund (Class IA shares)
Annuity - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Equity Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Equity Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx Hartford Inheritance - Separate Account Five - Xxxxxx VT American Government Income Fund (Class IA shares)
Manager Variable Life a "Xxxxxx Hartford Separate - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx Capital Manager Account" - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
Variable Life - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Xxxxxx VT Global Equity Fund (Class IA shares)
- Xxxxxx VT Growth and Income Fund (Class IA shares)
- Xxxxxx VT Growth Opportunities Fund (Class IA shares)
- Xxxxxx VT Health Sciences Fund (Class IA shares)
- Xxxxxx VT High Yield Fund (Class IA shares)
- Xxxxxx VT Income Fund (Class IA shares)
- Xxxxxx VT International Equity Fund (Class IA shares)
- Xxxxxx VT International Growth and Income Fund (Class IA shares)
- Xxxxxx VT International New Opportunities Fund (Class IA shares)
8
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Research Fund (Class IA shares)
- Xxxxxx VT Small Cap Value Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA shares)
- Stag Variable Life - Separate Account VL I - Xxxxxx VT Capital Opportunities Fund (Class IB shares)
- Xxxxxx VT Diversified Income Fund (Class IA shares)
- Xxxxxx VT Equity Income Fund (Class IB shares)
- Stag Variable Life - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
Artisan - Xxxxxx VT Global Asset Allocation Fund (Class IA shares)
- Stag Protector - Xxxxxx VT Global Equity Fund (Class IA & Class IB shares)
Variable Universal Life - Xxxxxx VT Growth and Income Fund (Class IA & Class IB shares)
- Stag Accumulator - Xxxxxx VT Health Sciences Fund (Class IA shares)
Variable Universal Life - Xxxxxx VT High Yield Fund (Class IA & Class IB shares)
- Stag Projector EZ - Xxxxxx VT Income Fund (Class IA & Class IB shares)
Variable Universal Life - Xxxxxx VT International Equity Fund (Class IA & Class IB shares)
- Stag Wall Street - Xxxxxx VT International Growth and Income Fund (Class IA shares)
Variable Universal Life - Xxxxxx VT International New Opportunities Fund (Class IA shares)
- Xxxxxx VT Investors Fund (Class IA shares)
- Xxxxxx VT Money Market Fund (Class IA shares)
- Xxxxxx VT New Opportunities Fund (Class IA & Class IB shares)
- Xxxxxx VT New Value Fund (Class IA shares)
- Xxxxxx VT OTC & Emerging Growth Fund (Class IA shares)
- Xxxxxx VT Utilities Growth and Income Fund (Class IA shares)
- Xxxxxx VT Vista Fund (Class IA shares)
- Xxxxxx VT Voyager Fund (Class IA & Class IB shares)
- Stag Variable Life - Separate Account XX XX - Xxxxxx VT Capital Opportunities Fund (Class IB shares)
Last Survivor - Xxxxxx VT Diversified Income Fund (Class IA shares)
- Stag Variable Life - Xxxxxx VT Equity Income Fund (Class IB shares)
Last Survivor II - Xxxxxx VT The Xxxxxx Xxxxxx Fund of Boston (Class IA shares)
- Putnam VT Global Asset Allocation Fund (Class IA shares)
- Putnam VT Global Equity Fund (Class IA & Class IB shares)
- Putnam VT Growth and Income Fund (Class IA & Class IB shares)
- Putnam VT Health Sciences Fund (Class IA shares)
- Putnam VT High Yield Fund (Class IA & Class IB shares)
9
2. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
VARIABLE CONTRACTS SEPARATE ACCOUNT AVAILABLE FUNDS
---------------------------------------------------------------------------------------------------------------------------------
- Putnam VT Income Fund (Class IA & Class IB shares)
- Putnam VT International Equity Fund (Class IA & Class IB shares)
- Putnam VT International Growth and Income Fund (Class IA shares)
- Putnam VT International New Opportunities Fund (Class IA shares)
- Putnam VT Investors Fund (Class IA shares)
- Putnam VT Money Market Fund (Class IA shares)
- Putnam VT New Opportunities Fund (Class IA & Class IB shares)
- Putnam VT New Value Fund (Class IA shares)
- Putnam VT OTC & Emerging Growth Fund (Class IA shares)
- Putnam VT Utilities Growth and Income Fund (Class IA shares)
- Putnam VT Vista Fund (Class IA shares)
- Putnam VT Voyager Fund (Class IA & Class IB shares)
- The One Provider - ICMG Registered - Putnam VT International Equity Fund (Class IB shares)
Variable Life Variable Life Separate - Putnam VT Vista Fund (Class IB shares)
Account One - Putnam VT Voyager Fund (Class IB shares)
10
SCHEDULE B
SERVICE FEE PAYMENTS ON CLASS I-B SHARES
AUTHORIZED FUNDS RATE
----------------------------------------------------------------------------------
All Funds 0.25% per annum
11
AMENDMENT #3 TO THE
AMENDED AND RESTATED MASTER PARTICIPATION AGREEMENT,
EFFECTIVE JANUARY 1, 2000,
AMONG
PUTNAM VARIABLE TRUST,
PUTNAM MUTUAL FUNDS CORP.,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY AND
HARTFORD LIFE INSURANCE COMPANY
All defined terms in the Agreement are applicable to this Amendment.
Effective June 1, 2002, the Agreement is amended as follows:
1. As a result of a name change of the corporation, Putnam Mutual Funds Corp.
is replaced throughout the Agreement by Putnam Retail Management, LP.
2. Variable Contract Series III-B in Schedule A, 1. Hartford Life Insurance
Company is revised as follows to include Class IA Shares:
AVAILABLE FUNDS OF THE
VARIABLE CONTRACTS SEPARATE ACCOUNT PUTNAM VARIABLE TRUST
----------------------------------------------------------------------------------------------------------------
Series III-B Separate Account ICMG Series III-B Putnam VT Global Asset Allocation Fund (Class IA
Shares and Class IB Shares)
Putnam VT International Growth Fund (Class IA
Shares and Class IB Shares)
Putnam VT OTC & Emerging Growth Fund (Class IA
Shares and Class IB Shares)
In Witness Whereof, the following duly authorized officers have caused this one
(1) page Amendment to be executed:
HARTFORD LIFE INSURANCE COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ James P. Van Etten By: /s/ James P. Van Etten
------------------------- -------------------------
As Its: Assistant Vice President As Its: Assistant Vice President
Date: 6/13/02 Date: 6/13/02
PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT LP
By: /s/ John Verani By: /s/ Eric Levy
------------------------- -------------------------
As Its: Vice President As Its: Managing Director
Date: Date:
AMENDMENT #6 TO THE
AMENDED AND RESTATED MASTER PARTICIPATION AGREEMENT,
EFFECTIVE JANUARY 1, 2000,
AMONG
PUTNAM VARIABLE TRUST,
PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY AND
HARTFORD LIFE INSURANCE COMPANY
THIS SIXTH AMENDMENT is effective as of the 26th day of July 2007, by and
between Putnam Variable Trust (the "Trust"), Putnam Retail Management Limited
Partnership (the "Underwriter"), Hartford Life and Annuity Insurance Company and
Hartford Life Insurance Company (collectively the "Companies" or individually a
"Company").
WHEREAS, the parties have entered into that certain Amended and Restated Master
Participation Agreement dated as of January 1, 2000, as amended on June 26,
2000, September 1, 2000, November 1, 2000, June 1, 2002 and May 1, 2003, and as
may be further amended (the "Participation Agreement"). Unless otherwise defined
herein, terms used in this Sixth Amendment shall have the meanings provided in
the Participation Agreement;
WHEREAS, each of the parties hereto wish to amend Schedule A to the
Participation Agreement to include additional variable contracts and separate
accounts associated with the Companies' offering and sale of such variable
contracts on a private placement basis (collectively, the "Private Placements");
and
WHEREAS, the parties desire in all other respects to continue their obligations
set forth in the Participation Agreement.
NOW, THEREFORE, in consideration of the mutual promises containedherein and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Trust, the Underwriter and the Companies hereby agree as
follows:
1. Schedule A to the Participation Agreement under the heading "Hartford Life
Insurance Company" is hereby amended by adding the following new Private
Placement variable contracts and separate accounts:
VARIABLE CONTRACTS SEPARATE ACCOUNTS AVAILABLE FUNDS OF THE PUTNAM VARIABLE TRUST
------------------------------------------------------------------------------------------------------------
Series I Separate Account ICMG Series I All portfolios or series of Putnam Variable
(Private Placement) Trust are authorized funds.
Series II Separate Account ICMG Series All portfolios or series of Putnam Variable
(Private Placement) II Trust are authorized funds.
Series IIA Separate Account ICMG Series All portfolios or series of Putnam Variable
(Private Placement) IIA Trust are authorized funds.
Series IIB Separate Account ICMG Series All portfolios or series of Putnam
(Private Placement) IIB Variable Trust are authorized funds.
Series IID Separate Account ICMG Series All portfolios or series of Putnam
(Private Placement) IID Variable Trust are authorized funds.
Series III Separate Account ICMG Series All portfolios or series of Putnam
(Private Placement) III Variable Trust are authorized funds.
Series IIIA Separate Account ICMG Series All portfolios or series of Putnam
(Private Placement) IIIA Variable Trust are authorized funds.
- Series III-C Separate Account ICMG Series All portfolios or series of Putnam
(Private Placement) IIIB Variable Trust are authorized funds.
- Series III-V
(Private Placement)
- The One Private
Placement
(Private Placement)
- Series III-WF
(Private Placement)
- Series IV Separate Account ICMG Series All portfolios or series of Putnam
(Private Placement) IV Variable Trust are authorized funds.
- Series IV-A
(Private Placement)
- Series IV-B
(Private Placement)
- Series IV-C
(Private Placement)
- Series IV-D
(Private Placement)
- Series IV-E
(Private Placement)
- Series IV-F
(Private Placement)
- Series IV-G
(Private Placement)
- Series IV-H
(Private Placement)
- Series IV-J
(Private Placement)
- Series IV-K
(Private Placement)
- Series IV-L
(Private Placement)
- Series IV-M
(Private Placement)
- Series 4V
(Private Placement)
- Series VII Separate Account ICMG Series All portfolios or series of Putnam
(Private Placement) VII Variable Trust are authorized funds.
- HLPP VL Select
(Private Placement)
- Series 7E
(Private Placement)
- Series HNW BR
(Private Placement)
2. Except as provided in this Sixth Amendment, the terms of the Participation
Agreement, shall remain unchanged and in full force and effect.
In Witness Whereof, the following duly authorized officers have caused this
Sixth Amendment to be executed:
HARTFORD LIFE INSURANCE COMPANY HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
By: [ILLEGIBLE] By: [ILLEGIBLE]
----------------------------- -----------------------------
As its: Vice President As its: Vice President
Date: 7/26/07 Date: 7/26/07
PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT
LIMITED PARTNERSHIP
By: /s/ Jonathan S. Horwitz By: /s/ Mark Coneeny
----------------------------- -----------------------------
As its: Fund Treasurer As its: Managing Director
Date: 8/15/07 Date: 8/20/07
AMENDMENT
TO THE
AMENDED AND RESTATED PARTICIPATION AGREEMENT
AMONG
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
PUTNAM VARIABLE TRUST
PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP
The Amended and Restated Fund Participation Agreement (the "Agreement"), dated
January 1, 2000, as amended, by and among Hartford Life Insurance Company,
Hartford Life and Annuity Insurance Company (collectively the "Companies" or
individually a "Company"), Putnam Variable Trust (the "Trust"), and Putnam
Retail Management Limited Partnership (the "Underwriter") is hereby amended as
follows:
1. Schedule A to the Agreement is hereby deleted in entirety and replaced with
the attached Schedule A.
3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Effective date: May 1, 2008
HARTFORD LIFE INSURANCE COMPANY PUTNAM VARIABLE TRUST
By its authorized officer, By its authorized officer,
By: /s/ John Keenan By: /s/ Jonathan S Horwitz
-------------------------------- ----------------------------------
Name: John Keenan Name: Jonathan S Horwitz
Its: Senior Vice President Its: Fund Treasurer
Date: 5/5/08 Date: 4/30/08
1
HARTFORD LIFE AND ANNUITY PUTNAM RETAIL MANAGEMENT
INSURANCE COMPANY LIMITED PARTNERSHIP
By its authorized officer, By its authorized officer,
By: /s/ John Keenan By: /s/ Mark Coneeny
-------------------------------- ----------------------------------
Name: John Keenan Name: Mark Coneeny
Its: Senior Vice President Its: Managing Director
Date: 5/5/08 Date: 5/1/08
2
SCHEDULE A
SEPARATE ACCOUNTS
SEPARATE ACCOUNT AVAILABLE FUNDS OF THE PUTNAM VARIABLE TRUST
----------------------------------------------------------------------------------------------------------------
Hartford Life Insurance CLASS IA SHARES OF:
Company, Separate Account Ten Putnam VT American Government Income Fund
Putnam VT Capital Appreciation Fund
Putnam VT Capital Opportunities Fund
Hartford Life and Annuity Putnam VT Discovery Growth Fund
Insurance Company, Separate Putnam VT Diversified Income Fund
Account Ten Putnam VT Equity Income Fund
Putnam VT The George Putnam Fund of Boston
Putnam VT Global Asset Allocation Fund
Putnam VT Global Equity Fund
Putnam VT Growth and Income Fund
Putnam VT Growth Opportunities Fund
Putnam VT Health Sciences Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Growth and Income Fund
Putnam VT International New Opportunities Fund
Putnam VT Investors Fund
Putnam VT Mid Cap Value Fund
Putnam VT Money Market Fund
Putnam VT New Opportunities Fund
Putnam VT New Value Fund
Putnam VT OTC & Emerging Growth Fund
Putnam VT Research Fund
Putnam VT Small Cap Value Fund
Putnam VT Utilities Growth and Income Fund
Putnam VT Vista Fund
Putnam VT Voyager Fund
CLASS IB SHARES:
Putnam VT American Government Income Fund
Putnam VT Capital Appreciation Fund
Putnam VT Capital Opportunities Fund
Putnam VT Discovery Growth Fund
Putnam VT Diversified Income Fund
Putnam VT Equity Income Fund
Putnam VT The George Putnam Fund of Boston
Putnam VT Global Asset Allocation Fund*
Putnam VT Global Equity Fund*
Putnam VT Growth and Income Fund
Putnam VT Growth Opportunities Fund
3
Putnam VT Health Sciences Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund*
Putnam VT International Growth and Income Fund*
Putnam VT International New Opportunities Fund*
Putnam VT Investors Fund
Putnam VT Mid Cap Value Fund
Putnam VT Money Market Fund
Putnam VT New Opportunities Fund
Putnam VT New Value Fund
Putnam VT OTC & Emerging Growth Fund
Putnam VT Research Fund
Putnam VT Small Cap Value Fund
Putnam VT Utilities Growth and Income Fund
Putnam VT Vista Fund
Putnam VT Voyager Fund
* Not available in Putnam Hartford Capital Access Variable Annuity Series II
Separate Account Five CLASS IA SHARES:
Putnam VT American Government Income Fund
Putnam VT Diversified Income Fund
Putnam VT The George Putnam Fund of Boston
Putnam VT Global Asset Allocation Fund
Putnam VT Global Equity Fund
Putnam VT Growth and Income Fund
Putnam VT Growth Opportunities Fund
Putnam VT Health Sciences Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Growth and Income Fund
Putnam VT International New Opportunities Fund
Putnam VT Investors Fund
Putnam VT Money Market Fund
Putnam VT New Opportunities Fund
Putnam VT New Value Fund
Putnam VT OTC & Emerging Growth Fund
Putnam VT Research Fund
Putnam VT Small Cap Value Fund
Putnam VT Utilities Growth and Income Fund
Putnam VT Vista Fund
Putnam VT Voyager Fund
4
Hartford Life and Annuity CLASS IA SHARES:
Insurance Company, Separate
Account Six Putnam VT Diversified Income Fund
Putnam VT Global Asset Allocation Fund
Putnam VT Global Equity Fund
Putnam VT Growth and Income Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT Money Market Fund
Putnam VT New Opportunities Fund
Hartford Life Insurance CLASS IA SHARES:
Company, Separate Account Putnam VT Diversified Income Fund
VL I Putnam VT The George Putnam Fund of Boston
Putnam VT Global Asset Allocation Fund
Hartford Life and Annuity Putnam VT Global Equity Fund
Insurance Company, Separate Putnam VT Growth and Income Fund
Account VL I Putnam VT Health Sciences Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Growth and Income Fund
Putnam VT International New Opportunities Fund
Putnam VT Investors Fund
Putnam VT Money Market Fund
Putnam VT New Opportunities Fund
Putnam VT New Value Fund
Putnam VT OTC & Emerging Growth Fund
Putnam VT Utilities Growth and Income Fund
Putnam VT Vista Fund
Putnam VT Voyager Fund
CLASS IB SHARES:
Putnam VT Capital Opportunities Fund
Putnam VT Diversified Income Fund
Putnam VT Equity Income Fund
Putnam VT Global Equity Fund
Putnam VT Growth and Income Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT New Opportunities Fund
Putnam VT Voyager Fund
Hartford Life Insurance CLASS IA SHARES:
Company, Separate Account Putnam VT Diversified Income Fund
VL II
5
Putnam VT The George Putnam Fund of Boston
Putnam VT Global Asset Allocation Fund
Hartford Life and Annuity Putnam VT Global Equity Fund
Insurance Company, Separate Putnam VT Growth and Income Fund
Account VL II Putnam VT Health Sciences Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Growth and Income Fund
Putnam VT International New Opportunities Fund
Putnam VT Investors Fund
Putnam VT Money Market Fund
Putnam VT New Opportunities Fund
Putnam VT New Value Fund
Putnam VT OTC & Emerging Growth Fund
Putnam VT Utilities Growth and Income Fund
Putnam VT Vista Fund
Putnam VT Voyager Fund
CLASS IB SHARES:
Putnam VT Capital Opportunities Fund
Putnam VT Diversified Income Fund
Putnam VT Equity Income Fund
Putnam VT Global Asset Allocation Fund
Putnam VT Global Equity Fund
Putnam VT Growth and Income Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Growth & Income Fund
Putnam VT New Opportunities Fund
Putnam VT Voyager Fund
Separate Account ICMG Series I All portfolios or series of Putnam Variable Trust are authorized funds.
Separate Account ICMG Series II All portfolios or series of Putnam Variable Trust are authorized funds.
Separate Account ICMG Series IIA All portfolios or series of Putnam Variable Trust are authorized funds.
Separate Account ICMG Series IIB All portfolios or series of Putnam Variable Trust are authorized funds.
Separate Account ICMG Series All portfolios or series of Putnam Variable Trust are authorized
IID funds.
6
Separate Account ICMG Series III All portfolios or series of Putnam Variable Trust are authorized funds.
Separate Account ICMG Series All portfolios or series of Putnam Variable Trust are authorized funds.
IIIA
Separate Account ICMG Series All portfolios or series of Putnam Variable Trust are authorized funds.
IIIB
Separate Account ICMG Series IV All portfolios or series of Putnam Variable Trust are authorized funds.
Separate Account ICMG Series VII All portfolios or series of Putnam Variable Trust are authorized funds.
ICMG Series VI-P CLASS IB SHARES:
Putnam VT Diversified Income Fund
Putnam VT Growth and Income Fund
Putnam VT High Yield Fund
Putnam VT International Equity Fund
Putnam VT International New Opportunities Fund
Putnam VT New Opportunities Fund
Putnam VT New Value Fund
Putnam VT Vista Fund
Putnam VT Voyager Fund
ICMG Series II-C CLASS IB SHARES:
Putnam VT International Equity Fund
Putnam VT International New Opportunities Fund
Putnam VT Vista Fund
Putnam VT Voyager Fund
ICMG Series II-B CLASS IA AND IB SHARES:
Putnam VT Global Asset Allocation Fund
Putnam VT International Equity Fund
Putnam VT OTC & Emerging Growth Fund
ICMG Registered Variable Life CLASS IB SHARES:
Separate Account One Putnam VT International Equity Fund
Putnam VT Vista Fund
Putnam VT Voyager Fund
7
PARTICIPATION AGREEMENT
AMONG
PUTNAM VARIABLE TRUST
PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP
HARTFORD LIFE AND ANNUITY COMPANY
AND
HARTFORD LIFE INSURANCE COMPANY
THIS AGREEMENT, made and entered into as of the 2nd of May, 2005, among HARTFORD
LIFE and ANNUITY INSURANCE COMPANY a
Connecticut corporation ("HLAI"),, HARTFORD
LIFE INSURANCE COMPANY, a
Connecticut corporation ("HLIC"); HLAI and HLIC are
collectively referred to herein as the Companies or individually as a
"Company"), each of the Companies on its own behalf and on behalf of each
separate account set forth under its name on Schedule A, as it may be amended
from time to time (each such separate account an "Account"), PUTNAM VARIABLE
TRUST, a Massachusetts business trust (the "Trust"), and PUTNAM RETAIL
MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts limited partnership (the
"Underwriter").
WHEREAS, the Trust is an open-end diversified management investment company and
is available to act as the investment vehicle for separate accounts established
for variable life insurance policies and variable annuity contracts
(collectively, the "Contracts") to be offered by insurance companies which have
entered into Participation Agreements with the Trust and the Underwriter (the
"Participating Insurance Companies"); and
WHEREAS, the beneficial interest in the Trust is divided into several series of
shares, each designated a "Fund" and representing the interest in a particular
managed portfolio of securities and other assets; and
WHEREAS, the Trust has obtained an order from the Securities and Exchange
Commission (the "SEC"), dated December 29, 1993 (File No. 812-8612), granting
the variable annuity and variable life Insurance separate accounts participating
in the Trust exemptions from the provisions of sections 9(a), 13(a), 15(a) and
15(b) of the Investment Company Act of 1940, as amended (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 Trust to be sold to and held by variable annuity and
variable life Insurance separate accounts of the Participating Insurance
Companies (the "Shared Funding Exemptive Order"); and
WHEREAS, the Trust is registered as on open-end management investment company
under the 1940 Act and the sale of its shares is registered under the Securities
Act of 1933, as amended (the " 1933 Act"); and
WHEREAS, each Company has registered or will register the Contracts to be issued
by it under the 1933 Act and any applicable state securities and Insurance law
(except for such Contracts which the Company will offer and sell in compliance
with exemptions from such registration); and
WHEREAS, each Account is a duly organized, validly existing separate account,
established by resolution of the Board of Directors of a Company to set aside
and invest
1
assets attributable to the Contracts; and
WHEREAS, each Company has registered or will register each of its Accounts as a
unit investment trust under the 1940 Act (except for such Accounts operated in
compliance with an exemption from such registration); and
WHEREAS, the Underwriter is registered as a broker dealer with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and is a member in good standing of the National Association
of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
each Company intends to purchase shares in certain Funds ("Authorized Funds") on
behalf of each of its Accounts to fund certain of the Contracts and the
Underwriter is authorized to sell such shares to unit investment trusts such as
each Account at net asset value; and
WHEREAS, the Companies, the Trust and the Underwriter originally entered into a
Master Participation Agreement dated January 1, 1998 (the "Original Agreement"),
relating to the Trust and the Accounts.
WHEREAS, the Companies, the Trust and the Underwriter amended and restated the
Original Agreement when they entered into the Amended and Restated Master
Participation Agreement dated January 1, 2000, as amended on June 26, 2000,
September 1, 2000 and November 1, 2000 (collectively, the "Previous
Agreements").
WHEREAS, the Companies, the Trust and the Underwriter wish to enter into a
agreement with respect to new Contracts to be offered and sold by the Companies,
and the parties do not wish to amend or modify the Previous Agreements in any
way.
NOW, THEREFORE, in consideration of the promises herein, each Company, the Trust
and the Underwriter agree as follows:
ARTICLE I. STATUS OF PREVIOUS AGREEMENTS
1.1 This Participation Agreement (the "Agreement") does not in any way amend or
modify the Previous Agreements entered into by the parties hereto. For avoidance
of doubt, the Previous Agreements, as well as the Business Agreement by and
between the Companies and the Underwriter dated May 30, 2002 (the "Business
Agreement") shall remain in full force and effect.
ARTICLE II. SALE OF TRUST SHARES
2.1 The Underwriter will, subject to the Trust's rights under Section 2.2 and
otherwise under this Agreement, sell to each Company those Trust shares
representing interests in Authorized Funds which each Account orders, executing
such orders on a daily basis at the net asset value next computed after receipt
by the Trust or its designee of the order for the shares of the Trust. For
purposes of this Section 2.1, each Company shall be the designee of the Trust
for receipt of such orders from each Account and receipt by such designee by the
close of trading on the New York Stock Exchange ("NYSE") on a day, shall
constitute receipt by the Trust prior to the close of
2
trading on the NYSE; provided that the Trust receives notice of such order by
9:30 a.m., Eastern time, on the following Business Day. "Business Day" shall
mean any day on which the NYSE is open for trading and on which the Trust
calculates its net asset value pursuant to the rules of the Securities and
Exchange Commission. The Authorized Funds for each Account are set forth in
Schedule A, as such schedule is amended from time to time.
2.2 The Trust will make its shares available indefinitely for purchase at the
applicable net asset value per share by each Company and its Accounts on those
days on which the Trust calculates its net asset value pursuant to rules of the
Securities and Exchange Commission and the Trust shall use best efforts to
calculate such net asset value on each day on which the NYSE is open for
trading. Notwithstanding the foregoing, the Trustees of the Trust (the
"Trustees") may refuse to sell shares of any Fund to a Company or any other
person, or suspend or terminate the offering of shares of any Fund if such
action is required by law or by regulatory authorities having jurisdiction over
the Trust or if the Trustees determine, in the exercise of their fiduciary
responsibilities, that to do so would be in the best interests of shareholders.
2.3 The Trust and the Underwriter agree that shares of the Trust will be sold
only to Participating Insurance Companies and their separate accounts. No shares
of any Fund will be sold to the general public.
2.4 The Trust shall redeem its shares in accordance with the terms of its then
current prospectus. For purposes of this Section 2.4, each Company shall be the
designee of the Trust for receipt of requests for redemption from each Account
and receipt by such designee by the close of trading on the NYSE on a day, shall
constitute receipt by the Trust prior to the close of trading on the NYSE on
that day; provided that the Trust receives notice of such request for redemption
by 9:30 a.m., Eastern Time, on the following Business Day. In connection with
the foregoing and Section 2.1 above, the Company agrees to provide information,
at the Underwriter's reasonable request, on its late trading controls
procedures, and each of the Companies represents that it has controls and
procedures in place to prevent the acceptance of orders or requests for
redemption of shares of the Trust after the close of trading on the NYSE on a
day on a day for trades that will be based on the net asset value determined as
of the close of trading on the NYSE on such day.
2.5 Each Company shall purchase and redeem the shares of Authorized Funds
offered by the then current prospectus of the Trust in accordance with the
provisions of such prospectus.
2.6 Each Company shall pay for Trust shares on the next Business Day after an
order to purchase Trust shares in made in accordance with the provisions of
Section 2.1 hereof. Payment shall be in federal funds transmitted by wire.
2.7 Issuance and transfer of the Trust's shares will be by book entry only.
Share certificates will not be issued to a Company or any Account. Shares
ordered from the Trust will be recorded as instructed by a Company to the
Underwriter in an appropriate title for each Account or the appropriate
sub-account of each Account.
2.8 The Underwriter shall furnish or cause to be furnished prompt notice (by
wire or telephone, followed by written confirmation), to each Company of the
declaration
3
of any income, dividends or capital gain distributions payable on the Trust's
shares. Each Company hereby elects to receive all such income dividends and
capital gain distributions as are payable on the Fund shares in additional
shares of that Fund. Each Company reserves the right to revoke this election and
to receive all such income dividends and capital gain distributions in cash. The
Underwriter shall notify each Company of the number of shares so issued as
payment of such dividends and distributions.
2.9 The Underwriter shall make the net asset value per share for each Fund
available to each Company on a daily basis as soon as reasonably practical after
the Trust calculates its net asset value per share and each of the Trust and the
Underwriter shall use its best efforts to make such net asset value per share
available by 7:00 p.m. Eastern time. Information specified in this Section 2.9
will be substantially in the form as set forth in attached Schedule D.
In the event of an error in the calculation of net asset value per share, the
Underwriter shall adjust the Account balances and reimburse the Company for any
losses except to the extent otherwise provided by procedures adopted by the
Trustees of the Trust permitted by applicable law.
2.10 The Underwriter retains the exclusive right to use of the name "Putnam",
and the companies shall not use, or permit any mutual fund substituted for any
of the Funds to use the name "Putnam" for any purpose without the written
consent of Putnam. The Companies retain the exclusive right to use the name
"Hartford" and the Underwriter shall not use such name for any purpose without
the consent of a Company.
2.11 The parties agree that the Contracts are not intended to serve as vehicles
for frequent transfers among the Funds. The parties agree to cooperate in good
faith and in accordance with the practices and policies of the parties as of the
date of this Agreement (or as mutually agreed to from time to time) to monitor
and deter transfer activity in the Funds where such activity occurs through the
Contracts and has been identified as abusive, inappropriate or following a
"market timing" pattern ("Abusive Transfers").
(a) Currently, the Companies employ a "20 Transfer Rule" to help curb
frequent Sub-Account transfers. Under this policy, a Contract owner
is allowed to submit a total of 20 Sub-Account transfer requests
each Contract Year for each Contract by any of the following
methods: U.S. Mail, Voice Response Unit, Internet or telephone. Once
these 20 Sub-Account transfers have been requested, a Contract owner
may submit any additional Sub-Account transfer requests only in
writing by U.S. Mail or overnight delivery service. Transfer
requests by telephone, voice recording unit, via the internet or
sent by same day mail or courier service will not be accepted.
The Companies actively monitor each Contract owner's compliance with this
policy. The Companies' computer system automatically sends a Contract owner a
letter after the 10th Sub-Account transfer to remind the Contract owner of the
Sub-Account transfer policy. After the 20th transfer request, the computer
system will not allow a Contract owner to do another Sub-Account transfer by
telephone, voice recording unit or via the internet.
4
On the anniversary each year of the date the Contract was issued, the Companies
reset each Contract owners' transfers to allow 20 new Sub-Account transfers by
any means.
While the Companies currently utilize this 20 Transfer Rule to attempt to
prevent Abusive Transfers, the Trust acknowledges and agrees that the Contracts
may not give the Companies the ability to restrict transfers and that the
Companies do not have the ability to track, in real time, individual transfers
in all Contracts, although the Companies acknowledge that they have the ability
to track individual transfers in all Contracts on a next-day basis and that they
have appropriate systems and controls to monitor for transfers for purposes of
calculating and applying the 20 Transfer Rule.
(b) To the extent the Underwriter is able to identify transfer activity
that it deems to be Abusive Transfer activity, the Underwriter agrees
to notify the companies of transfer activity that it deems to be
Abusive Transfer activity. After receiving such notice, each Company
agrees that it will cooperate with the Trust and Underwriter to limit
Abusive Transfers to the extent permissible under the terms and
conditions of Contract owner prospectuses and Contracts in effect at
that time. The Trust and the Companies agree to amend this provision
as mutually deemed to be necessary to reflect any applicable law
changes.
(c) In accordance with Rule 22c-2 adopted in SEC Rel. No. IC-26782 (Mar.
11, 2005) (the "Release"), the Companies shall on and after the
compliance date set forth in the Release (as such date may be
modified in subsequent SEC releases) provide, upon request by the
Trust or the Underwriter, the Taxpayer Identification Number or
other identifying information contained in the Companies' records,
of any particular or all Contract owners that purchased, redeemed,
transferred, or exchanged shares of the Funds, and the amount and
dates of such purchases, redemptions, transfers and exchanges. The
Companies shall also honor any instructions from the Trust to
restrict or prohibit further purchases or exchanges of Fund shares
by a Contract owner who has been identified by the Companies or the
Trust as having engaged in transactions in such shares that violate
the Trust's policies established for the purpose of eliminating or
reducing Abusive Transfers. The Trust may offer Series and/or share
classes offered through the Separate Accounts that impose redemption
fees in certain circumstances ("Redemptions Fee Funds"). The
Companies intend to maintain required records and otherwise comply
with any applicable regulation issued by the SEC or other agency
relating to the assessment and collection of redemption fees by such
Redemption Fee Funds, including imposing and remitting such fees to
the Trust.
(d) In the event the Trust implements 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 Companies in its reasonable discretion, with the
Companies trading policies and procedures for the Contracts, the
Underwriter will bear all expenses for closing the affected Fund in
the Contracts, if permitted under the terms of the Shared Funding
Exemptive Order. In the event the Companies implement a trade policy
or procedure that is less restrictive than the current 20 Transfer
Rule, the Trust and the Underwriter shall each have the option of
closing the Trust shares in the Contracts at the cost of the
Companies.
5
ARTICLE III. REPRESENTATIONS AND WARRANTIES
3.1 Each Company represents and warrants that
(a) at all times during the term of this Agreement the Contracts it
issues are or will be registered under the 1933 Act or will be
offered and sold in compliance with exemptions from such
registration; such Contracts will be issued and sold in compliance
in all material respects with all applicable laws. Such 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 separate account under applicable law 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 or operate such Account in compliance with
exemption from such registration; and
(b) the Contracts are currently treated as endowment, annuity or life
insurance contracts under applicable provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), and that it will make
every effort to maintain such treatment and that it will notify the
Trust and Underwriter 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.
3.2 The Trust represents and warrants that
(a) at all times during the term of this Agreement Trust shares sold
pursuant to this Agreement shall be registered under the 1933 Act,
duly authorized for issuance and sold by the Trust to each Company
in compliance with all applicable laws, subject to the terms of
Sections 3.4 below, and the Trust is and shall remain registered
under the 1940 Act. The Trust 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 Trust shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the
extent deemed advisable by the Trust or the Underwriter in
connection with their sale by the Trust to a Company and only as
required by Section 3.4;
(b) it is currently qualified as a Regulated Investment Company under
Subchapter M of the Code, and that it will use its best efforts to
maintain such qualification (under Subchapter M or any successor
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; and
(c) it is lawfully organized and validly existing under the laws of
Massachusetts and that it does and will comply in all material
respects with the 1940 Act.
3.3 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 Trust shares
in accordance with all applicable securities laws applicable to it, including
without limitation the 1933 Act, and the 1940 Act.
6
3.4 Notwithstanding any other provision of this Agreement, the Trust shall be
responsible for the registration and qualification of its shares and of the
Trust itself under the laws of any jurisdiction only in connection with the
sales of shares directly to a Company through the Underwriter. The Trust shall
not be responsible, and each Company shall take full responsibility, for
determining any jurisdiction in which any qualification or registration of Trust
shares or the Trust by the Trust may be required in connection with the sale of
the Contracts or the indirect interest of any Contract in any shares of the
Trust and advising the Trust thereof at such time and in such manner as is
necessary to permit the Trust to comply.
3.5 The Trust make no representation as to whether any aspect of its operations
(including, but not limited to, fees and expenses and investment policies)
complies with the insurance laws or regulations of the various states.
ARTICLE IV. PROSPECTUSES AND PROXY STATEMENTS; VOTING
4.1 The Trust shall provide the Companies with as many printed copies of the
current prospectus(es), statement of additional information, proxy statements,
annual reports and semi annual reports of each of the Funds (and no other
Funds), and any supplements or amendments to any of the foregoing, as the
Companies may reasonably request. If requested by the Companies in lieu of the
foregoing printed documents, the Trust shall provide such documents in the form
of camera-ready film, computer diskettes or typeset electronic document files,
all as the Companies may reasonably request, and such other assistance as is
reasonably necessary in order for the Companies to have any of the
prospectus(es), statement of additional information, proxy statements, annual
reports and semi annual reports of each of the Funds (and no other Funds), and
any supplements or amendments to any of the foregoing, printed in combination
with such documents of other fund companies' and/or such documents for the
Contracts. Expenses associated with providing, printing and distributing such
documents shall be allocated in accordance with Schedule C attached to this
Agreement.
4.2 The Trust's Prospectus shall state that the Statement of Additional
Information ("Statement") for the Trust is available from the Underwriter or its
designee (or in the Trust's discretion, the Prospectus shall state that such
Statement is available from the Trust), and the Underwriter (or the Trust), at
its expense, shall print and provide such Statement free of charge to each
Company and to any owner of a Contract or prospective owner who requests such
Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam
Hartford Separate Accounts, the Trust, at its expense, shall provide the Company
with copies of its reports to shareholders and other communications to
shareholders in such quantity as the Company shall reasonably require for
distribution to the Contract owners, such distribution to be the expense of the
Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared
Funding Exemptive Order. Each Company reserves the right to vote Trust shares
held in any separate account in its own right, to the extent permitted by law
and the Shared Funding Exemptive Order. Each Company shall be responsible for
assuring that each of its separate accounts participating in the Trust
calculates voting privileges in a manner consistent with the legal requirements
and the Shared Funding Exemptive Order.
7
4.5 The Trust will comply with all applicable provisions of the 1940 Act
requiring voting by shareholders, and in particular the Trust will either
provide for annual meetings or comply with Section 16(c) of the 1940 Act
(although the Trust 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 Trust 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 Trustees and with whatever rules the Commission may promulgate with
respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance
notice of any material change for a Fund, including but not limited to any of
the following changes, to the extent material in the particular case: (a) fund
objective changes, (b) anticipated fund mergers/substitutions, (c) fund name
changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to
provide the Companies with the required notice, the Underwriter will reimburse
the Companies for all reasonable expenses for facilitating the changes and for
notifying Contract owners.
ARTICLE V. SALES MATERIAL AND INFORMATION
5.1 Without limiting the scope or effect of Section 5.2, each Company shall
furnish, or shall cause to be furnished, to the Underwriter each piece of sales
literature or other promotional material in which the Trust, its investment
adviser or the Underwriter is named at least 10 days prior to its use. No such
material shall be used if the Underwriter objects to such use within five
Business Days after receipt of such material.
5.2 Neither Company shall give any information or make any representations or
statements on behalf of the Trust or concerning the Trust in connection with the
sale of the Contracts other than the information or representations contained in
the registration statement or prospectus for the Trust shares, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in annual or semi-annual reports or proxy statements for the Trust,
or in sales literature of other promotional material approved by the Trust or
its designee or by the Underwriter, except with the written permission of the
Trust or the Underwriter or the designee of either or as is required by law.
5.3 The Underwriter or its designee shall furnish, or shall cause to be
furnished, to each Company or its designee, each piece of sales literature or
other promotional material prepared by the Underwriter in which any of Company,
a separate account of a Company or a Contract is named at least 10 days prior to
its use. No such material shall be used if a Company or its designee objects to
such use within five Business Days after receipt of such material.
5.4 Neither the Trust nor the Underwriter shall give any information or make
any representations on behalf of a 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 published reports
8
for each Account which are in the public domain or approved by a Company for
distribution to Contract owners, or in sales literature or other promotional
material approved by a Company or its designee, except with the written
permission of such Company or as is required by law.
5.5 For purposes of this Article V, 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, 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 registered representatives.
ARTICLE VI. FEES AND EXPENSES
6.1 The parties agree that additional fees or other compensation payable
between the parties may be covered under a separate Marketing and Administrative
Support Services Agreement.
ARTICLE VII. SERVICE FEES
7.1 With respect to any Account investing in Class I-B shares, so long as the
Company creating such Account complies with its obligations in this Article VII,
the Underwriter shall pay such Company a quarterly service fee (the "Service
Fee") on shares of the Funds held in such Account at the annual rates specified
in Schedule B (excluding any accounts for the Company's own corporate retirement
plans), subject to Section 7.2 hereof.
7.2 Each Company understands and agrees that all Service Fees payments are
subject to the limitations contained in each Fund's Distribution Plan, which may
be varied or discontinued at any time and hereby waive the right to receive such
service fee payments with respect to a Fund if such Fund ceases to pay 12b-1
fees to the Underwriter.
7.3 (a) A Company's failure to provide the services described in Section 7.4 or
otherwise comply with the terms of this Agreement will render it ineligible to
receive Service Fees; and
(b) The Underwriter may, without the consent of the Companies, amend this
Article VII to change the terms of the Service Fee payments with prior written
notice to the Companies; provided that the Underwriter may not change such terms
with respect to the Companies unless such changes are applied to the payment of
Service Fees generally or if a Company has not fulfilled its obligations
hereunder.
7.4 Each Company receiving Service Fees will provide the following services to
the Contract owners purchasing Fund shares:
(a) Maintaining regular contact with Contract owners and assisting in
answering inquiries concerning the Funds;
9
(b) Assisting in printing and distributing shareholder reports,
prospectuses and other sale and service literature provided by the
Underwriter
(c) Assisting the Underwriter and its affiliates in the establishment
and maintenance of shareholder accounts and records;
(d) Assisting Contract owners in effecting administrative changes, such
as exchanging shares in or out of the Funds;
(e) Assisting in processing purchase and redemption transactions; and
(f) Providing any other information or services as the Contract owners
or the Underwriter may reasonably request.
Each company will support the Underwriter's marketing efforts by granting
reasonable requests for visits to the Company's offices by the Underwriter's
wholesalers.
7.5 Each company's compliance with the service requirement set forth in this
Agreement will be evaluated from time to time by monitoring redemption levels of
Class I-B Fund shares held in any Account and by such other methods as the
Underwriter deems appropriate.
7.6 The provisions of the Article VII shall remain in effect for not more than
one year from the date hereof and thereafter for successive annual periods only
so long as such continuance is specifically approved at least annually by the
Trustees in conformity with Rule 12b-1. This Agreement shall automatically
terminate in the event of its assignment (as defined by the 1940 Act). In
addition, this Article VII may be terminated at any time, without the payment of
any penalty, with respect to any Fund or the Trust as a whole by any party upon
written notice delivered or mailed by registered mail, postage prepaid, to the
other party, or, as provided in Rule 12b-1 under the 1940 Act by the Trustees or
by the vote of the holders of the outstanding voting securities of any Fund.
7.7 The Underwriter shall provide the Trustees of each of the Funds, and such
Trustees shall review at least quarterly, a written report of the amounts paid
to the Companies under this Article VII and the purposes for which such
expenditures were made.
ARTICLE VIII. DIVERSIFICATION
8.1 The Trust shall cause each Authorized Fund to maintain a diversified pool
of investments that would, if such Fund were a segregated asset account, satisfy
the diversification provisions of Section 817(h) of the Code and the regulations
promulgated thereunder.
10
ARTICLE IX. POTENTIAL CONFLICTS
9.1 The Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
Accounts. A material irreconcilable 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 law 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 Fund are
being managed; (e) a difference in voting instructions given by variable annuity
contract and variable life insurance contract owners; or (f) a decision by an
insurer to disregard the voting instructions of contract owners. The Trust shall
promptly inform each Company if the Trustees determine that a material
irreconcilable conflict exists and the implications thereof.
9.2 Each Company will report any potential or existing conflicts of which it is
aware to the Trustees. Each Company will assist the Trustees in carrying out
their responsibilities under the Shared Funding Exemptive Order, by providing
the Trustees with all information reasonably necessary for the Trustees to
consider any issues raised. This includes, but is not limited to, an obligation
by a Company to inform the Trustees whenever Contract owner voting instructions
are disregarded.
9.3 If it is determined by a majority of the Trustees, or a majority of the
disinterested Trustees, that a material irreconcilable conflict exists, each
affected Company shall to the extent reasonably practicable (as determined by a
majority of the disinterested Trustees), take, at such Company's expense,
whatever steps are necessary to remedy or eliminate the material irreconcilable
conflict, up to and including: (1) withdrawing the assets allocable to some or
all of the separate accounts from the Trust or any Fund and reinvesting such
assets in 8 different investment medium, including (but not limited to) another
Fund, or submitting the question whether such segregation should be 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
contract 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.
9.4 If a material irreconcilable conflict arises because of a decision by a
Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, such Company
may be required, at the Trust's election, to withdraw the affected Account's
investment in one or more Funds and terminate this Agreement with respect to
such Account; 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 Trustees. No charge or penalty
shall be imposed as a result of such withdrawal. Any such withdrawal and
termination must take place with six (6) months after the Trust gives written
notice that this provision is being implemented, and until the end of that six
month period the Underwriter and Trust shall, to the extent permitted by law and
any exemptive relief previously granted to the Trust, continue to accept and
implement orders by such Company for the purchase (or redemption) of shares of
the Trust.
11
9.5 If a material irreconcilable conflict arises because of a particular state
insurance regulator's decision applicable to a Company to disregard Contract
owner voting instructions and that decision represents a minority position that
would preclude a majority vote, then such Company may be required, at the
Trust's direction, to withdraw the affected Accounts investment in one or more
Authorized Funds; 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 Trustees. Any such
withdrawal and termination must take place within six (6) months after the Trust
gives written notice that this provision is being implemented, unless a shorter
period is required by law, and until the end of the foregoing six month period
(or such shorter period is required by law), the Underwriter and Trust shall, to
the extent permitted by law and any exemptive relief previously granted to the
Trust, continue to accept and supplement orders by such Company for the purchase
(and redemption) of shares of the Trust. No charge or penalty will be imposed as
a result of such withdrawal.
9.6 For purposes of Section 9.3 through 9.6 of this Agreement, a majority of
the disinterested Trustees shall determine whether any proposed action
adequately remedies any material irreconcilable conflict. Neither the Trust nor
the Underwriter shall be required to establish a new funding medium for the
Contracts, nor shall a Company be required to do so, if an offer to do so has
been declined by vote of a majority of Contract owners materially adversely
affected by the material irreconcilable conflict. In the event that the Trustees
determine that any proposed action does not adequately remedy any material
irreconcilable conflict, then the affected Company will withdraw the Account's
investment in one or more Authorized Funds and terminate this Agreement within
six (6) months (or such shorter period as may be required by law or any
exemptive relief previously granted to the Trust) after the Trustees inform such
Company in writing of the foregoing determination; provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested Trustees. No charge or penalty will be imposed as a result of such
withdrawal.
9.7 The responsibility to take remedial action in the event of the Trustees'
determination of a material irreconcilable conflict and to bear the cost of such
remedial action shall be the obligation of each Company, and the obligation of
such Company set forth in this Article IX shall be carried out with a view only
to the interests of Contract owners.
9.8 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 Trust 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 4.4, 4.5, 9.1, 9.2, 9.3, 9.4 and 9.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.
12
9.9 Each Company has reviewed the Shared Funding Exemption Order and hereby
assumes all obligations referred to therein which are required, including,
without limitation, the obligation to provide reports, material or data as the
Trustees may request as conditions to such Order, to be assumed or undertaken by
the Company.
ARTICLE X. INDEMNIFICATION
10.1 Indemnification by the Company
10.1 (a) Each Company shall indemnify and hold harmless the Trust and the
Underwriter and each of the Trustees, directors of the Underwriter, officers,
employees or agents of the Trust or the Underwriter and each person, if any, who
controls the Trust or the Underwriter within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this Section
10.1) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of such Company which
consent may not be unreasonably withheld) 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 Trust's shares or
the Contracts or the performance by the parties of their obligations hereunder
and:
(i) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in a Registration
Statement, Prospectus or Statement of Additional Information or, in
the case of Contracts not registered under the 1933 Act, private
placement memoranda or similar offering documents, for the Contracts
issued by the Company 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 such Company by or on
behalf of the Trust 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 Trust shares; or
(ii) arise out of or as a result of written statements or representations
(other than statements or representations contained in the Trust's
Registration Statement or Prospectus, or in sales literature for
Trust shares not supplied by such Company, or persons under its
control) made by, or unlawful conduct of, the Company or persons
under its control, with respect to the sale or distribution of the
of the Contracts or Trust shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement, Prospectus, or
sales literature of the Trust 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
13
in reliance upon information furnished to the Trust or the
Underwriter by or on behalf of such Company; or
(iv) arise out of or result from any breach of any representation and/or
warranty made by such Company in this Agreement or arise out of or
result from any other breach of this Agreement by the Company, as
limited by and in accordance with the provisions of Sections 10.1
(b) and 10.1 (c) hereof.
(b) A 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 to the extent such may arise from such
Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's failure to fulfill its obligations or duties under this Agreement or to
the Trust, whichever is applicable.
(c) A 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 such Company in writing within a reasonable time after
its or its designated agent's receipt of the summons or other first legal
process giving information of the nature of the claim from which the Indemnified
Party should reasonably know of the availability of indemnity hereunder in
respect to such claim. Failure to notify a Company of any such claim shall not
relieve such Company 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. In case any such action is brought against the
Indemnified Parties, such Company shall be entitled to participate, at its own
expense, in the defense of such action. A Company also shall be entitled to
assume the defense thereof, with counsel satisfactory to the Indemnified Party
named in the action. After notice from such Company to such Indemnified 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 such
Company will not be liable to such Indemnified Party under this Agreement for
any legal or other expenses subsequently incurred by such Indemnified party
independently in connection with the defense thereof other than reasonable costs
of investigation.
(d) The Underwriter shall promptly notify each Company of the commencement of
any litigation or proceedings against the Trust or the Underwriter in connection
with the issuance or sale of the Trust Shares or the Contracts or the operation
of the Trust or the failure of the Company to perform any of its obligations
hereunder.
10.2 Indemnification by the Underwriter
(a) The Underwriter shall indemnify and hold harmless each Company and
each person, if any, who controls such Company within the meaning of
Section 15 of the 1933 Act and any director, officer, employee or
agent of the foregoing (collectively, the "Indemnified Parties" for
purposes of this Section 10.2) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the
written consent of the Underwriter which consent may not be
unreasonably withheld) or litigation (including reasonable 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 the Trust's shares or the Contracts
14
or the performance by the parties of their obligations hereunder and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the sales
literature of the Trust prepared by or approved by the Trust or
Underwriter (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 Underwriter or
Trust by or on behalf of a Company for use in sales literature (or
any amendment or supplement) or otherwise for use in connection
with the sale of the Contracts or Trust shares; or
(ii) arise out of or as a result of written 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 Underwriter or persons under its control) made by,
or unlawful conduct of, the Underwriter or persons under its
control, with respect to the sale or distribution of the Contracts
or Trust 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 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 a Company by or on behalf of the
Underwriter; or
(iv) arise out of or result from any breach of any representation
and/or warranty made by the Underwriter in this Agreement or arise
out of or result from any other breach of this Agreement by the
Underwriter or arise out of or result of a breach by the Trust of
Article VIII; as limited by and in accordance with the provisions
of Sections 10.2(b) and 10.2(c) hereof.
(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 negligence in the performance of such Indemnified Party's
duties or by reason of such Indemnified Party's failure to fulfill to
its obligations and duties under this Agreement or to a Company or
the Account, whichever is applicable.
(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 its or its
designated agent's receipt of the summons or other first legal
process giving information of the nature of the claim from which the
Indemnified Party should reasonably know of the availability of
indemnity hereunder in respect of such claim. 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
15
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 Indemnified Party named in the
action. After notice from the Underwriter to such Indemnified 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
Indemnified Party under this Agreement for any legal or other expenses
subsequently incurred by such Indemnified Party independently in
connection with the defense thereof other than reasonable costs of
investigation.
(d) A Company shall promptly notify the Underwriter of the Trust 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.
10.3 Indemnification by the Trust
(a) The Trust shall indemnify and hold harmless such Company, and each
person, if any, who controls such Company within the meaning of
Section 15 of the 1933 Act and any director, officer, employee or
agent of the foregoing (collectively, the "Indemnified Parties" for
purposes of this Section 10.3) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the
written consent of the Trust which consent may not be unreasonably
withheld) or litigation (including reasonable 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 operations of the Trust
and;
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in a Registration
Statement, Prospectus and Statement of Additional Information of
the Trust (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 Underwriter or
Trust by or on behalf of a Company for use in the Registration
Statement, Prospectus, or Statement of Additional Information for
the Trust (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Trust shares; or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Trust in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Trust, as limited by and in accordance with the
provisions of Sections 10.3(b) and 10.3(c) hereof.
(b) The Trust shall not be liable under the indemnification provision
with respect to any losses. claims, damages, liabilities or
litigation incurred or assessed against an
16
Indemnified Party as such may arise from such Indemnified Party's
willful misfeasance, bad faith, or negligence or by reason of such
Indemnified Party's failure to fulfill its obligations and duties
under this Agreement or to such Company, the Trust, the Underwriter
or each Account, whichever is applicable.
(c) The Trust 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 Trust in writing
within a reasonable time after its or its designated agent's receipt
of the summons or other first legal process giving information of
the nature of the claim from which the Indemnified Party should
reasonably know of the availability of Indemnity hereunder in
respect of such claim. Failure to notify the Trust of any such claim
shall not relieve the Trust 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 Trust will be
entitled to participate, at its own expense, in the defense thereof.
The Trust also shall be entitled to assume the defense thereof, with
counsel reasonably satisfactory to the Indemnified Party named in
the action. After notice from the Trust to such Indemnified Party of
the Trust'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 Trust will not be liable to such Indemnified
Party under this Agreement for any legal or other expenses
subsequently incurred by such Indemnified Party independently in
connection with the defense thereof other than reasonable costs of
investigation.
(d) Each Company agrees promptly to notify the Trust of the commencement
of any litigation or proceedings against it or any of its officers
or, directors, in connection with this Agreement, the issuance or
sale of the Contracts or the sale or acquisition of shares of the
Trust.
10.4 With respect to any claim, the parties each shall give the other
reasonable access during normal business hours to its books, records, and
employees and those books, records, and employees within its control pertaining
to such claim, and shall otherwise cooperate with one another in the defense of
any claim. Regardless of which party defends a particular claim, the defending
party shall give the other parties written notice of any significant
developments in the case as soon as practicable, and such other party, at all
times, shall have the right to intervene in the defense of the case.
10.5 If a party is defending a claim and indemnifying the other party hereto,
and: (i) a settlement proposal is made by the claimant, or (ii) the defending
party desires to present a settlement proposal to the claimant, then the
defending party promptly shall notify the other party hereto of such settlement
proposal together with its counsel's recommendation. If the defending party
desires to enter into the settlement and the other party fails to consent within
five (5) business days (unless such period is extended, in writing, by mutual
agreement of the parties hereto), then the other party, from the time it fails
to consent forward, shall defend the claim and shall further indemnify the
defending party for all costs associated with the claim which are in excess of
the proposed settlement amount. Regardless of which party is defending the
claim: (i) if a settlement requires an admission of liability by the
non-defending party or would require the non-defending party to either take
action (other than purely ministerial
17
action) or refrain from taking action (due to an injunction or otherwise) (a
"Specific Performance Settlement"), the defending party may agree to such
settlement only after obtaining the express, written consent of the
non-defending party. If a non-defending party fails to consent to the Specific
Performance Settlement, the consequences described in the last sentence of the
first paragraph of this Section 5.6 shall not apply.
10.6 The parties shall use good faith efforts to resolve any dispute concerning
this indemnification obligation. Should those efforts fail to resolve the
dispute, the ultimate resolution shall be determined in a de novo proceeding,
separate ad apart from the underlying matter complained of, before a court of
competent jurisdiction. Either party may initiate such proceedings with a court
of competent jurisdiction at any time following the termination of the efforts
by such parties to resolve the dispute (termination of such efforts shall be
deemed to have occurred thirty (30) days from the commencement of the same
unless such time period is extended by the written agreement of the parties).
The prevailing party in such a proceeding shall be entitled to recover
reasonable attorneys' fees, costs, and expenses.
10.7 The provisions of this Article X shall survive any termination of This
Agreement.
ARTICLE XI. APPLICABLE LAW
11.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of
Connecticut.
11.2 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 XII. TERMINATION
12.1 This Agreement shall terminate at the option of any party upon one year's
advance written notice to the other parties provided (i) that as to any Account
not identified on Schedule A as a Putnam Hartford Separate Account this
Agreement may be terminated upon 180 days prior written notice and (ii) neither
the Underwriter nor any Company may terminate this Agreement as to any account
identified on attached Schedule A as a Putnam Hartford Separate Account until
after May 1, 2005; or
12.2 It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 12.1 may be exercised for any
reason or for no reason.
12.3 No termination of this Agreement shall be effective unless and until the
party terminating this Agreement gives prior written notice to all other parties
to this Agreement of its intent to terminate, which notice shall set forth the
basis for such termination. Such prior written notice shall be given in advance
of the effective date of termination as required by this Article XII.
18
12.4 Notwithstanding any termination of this Agreement, subject to Section 2.2
of this Agreement, the Trust and the Underwriter shall, at the option of the
Company, continue to make available additional shares of the Trust pursuant to
the terms and conditions of this Agreement, for all Contracts issued by such
Company in effect on the effective date of termination of this Agreement
(hereinafter referred to as "Existing Contracts"). Specifically, without
limitation, subject to Section 2.2 of this Agreement, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Trust, redeem
investments in the Trust and/or invest in the Trust upon the making of
additional purchase payments under the Existing Contracts. The parties agree
that this Section 12.4 shall not apply to any termination under Article IX and
the effect of such Article IX termination shall be governed by Article IX of
this Agreement. The provisions of this Section 12.4, and the provisions of
Section 2.2 shall survive termination of this Agreement.
ARTICLE XIII. 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 Trust:
One Post Office Square, Boston, MA 02109 Attention: Treasurer
If to the Underwriter:
One Post Office Square, Boston, MA 02109 Attention: General Counsel
If to a Company:
Hartford Life and Annuity Insurance Company
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089
Attention: Alan Kreczko, General Counsel
ARTICLE XIV MISCELLANEOUS
14.1 A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of or arising
out of this instrument, including without limitation Article IX, are not binding
upon any of the Trustees or shareholders individually but binding only upon the
assets and property of the Trust.
14.2 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.
19
14.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
14.4 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.
14.5 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the NASD 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.
14.6 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.
14.7 Notwithstanding any other provision of this Agreement, the obligations of
the Trust and the Underwriter are several and, without limiting in any way the
generality of the foregoing, neither such party shall have any liability for any
action or failure to act by the other party, or any person acting on such other
party's behalf.
14.8 No party may assign its rights or obligations under this Agreement without
the consent of the other parties hereto. Any such assignment made without such
consent shall be null and void.
14.9 Each party will treat as confidential any and all "Nonpublic Personal
Financial Information" and any "Fund Information" and all information reasonably
expected to be treated as confidential (collectively, "Confidential
Information") and not release any Confidential Information unless (a) the other
party provides written consent to do so; (b) a party is requested or compelled
to do so by court order, subpoena or comparable request issued by any
governmental agency, regulator or other competent authority; or (c) permitted by
applicable law. Each party shall safeguard Confidential Information as required
by applicable law and provide reasonable confirmation upon request. As used
above, (i) "Nonpublic Personal Financial Information" shall refer to personally
identifiable financial information about any prospective or then existing
customer of the Companies including customer lists, names, addresses, account
numbers and any other data provided by customers to the Companies in connection
with the purchase or maintenance of a product or service that is not Publicly
Available; (ii) "Fund Information" shall refer to any information about a Fund
or its portfolio holdings, or any other information whatsoever with respect to a
Fund that is not publicly available; and (iii) "Publicly Available" shall mean
any information that the disclosing party has a reasonable basis to believe is
lawfully made available to the general public from federal, state, or local
government records, widely distributed media, or disclosures made to the general
public that are required by federal, state, or local law.
20
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 below.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY
On their behalf and on behalf of each Separate Account named in Schedule A, as
such Schedule may be amended from time to time
By: [ILLEGIBLE]
-----------------------------------
Its Vice President
PUTNAM VARIABLE TRUST
By: [ILLEGIBLE]
-----------------------------------
Its Senior Vice President
PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP
By: [ILLEGIBLE]
-----------------------------------
Its Senior Vice President
21
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT
Hartford Life Insurance Company Seperate Account Three
Hartford Life and Annuity Insurance Company Separate Account Three
22
SCHEDULE B
SERVICE FEE PAYMENTS ON CLASS I-B
SHARES AUTHORIZED FUNDS RATE
--------------------------------------------------------------------------------
All Funds 0.25% per annum
23
SCHEDULE C
ALLOCATION OF EXPENSES
PAID BY THE COMPANIES PAID BY THE TRUST (EXCEPT AS NOTED)
------------------------------------------------------------------------------------------------------
Preparing and filing the Separate Account's Preparing and filing the Trust's registration
registration statement statement
Text composition for Separate Account prospectus Text composition for Fund prospectuses and
and supplements supplements
Text alterations of Separate Account prospectus Text alterations of Fund prospectuses and
and supplements supplements
Printing Separate Account prospectuses and Printing Fund prospectus and supplements for use
supplements for use with prospective Contract with existing Contract owners; or if requested by
owners; the Companies, providing camera-ready film, computer
Printing Fund prospectuses and supplements for diskettes or typeset electronic document files of
use with prospective Contract owners such documents and printing such documents for use
with existing Contract owners (1)
Text Composition and printing of Separate Text composition and printing of Trust statement of
Account statement of additional information additional information, if required by applicable
law (1)
Mailing and distributing Separate Account If required by applicable law, the Underwriter shall
prospectuses, supplements and statements of pay for mailing and distributing Fund prospectuses,
additional information to existing Contract supplements and statements of additional information
owners as required by applicable law; to existing Contract owners, unless and until such
Mailing and distributing Separate Account time as the Trust agrees to pay for such costs (1)
prospectuses and supplements to prospective The Underwriter shall pay for printing, mailing and
Contract owners; distributing Fund and Separate Account supplements
Mailing and distributing Fund prospectuses and and other communications related to fund
supplements to prospective Contract owners substitutions, fund closings, fund mergers and other
similar fund transactions; provided, however, that
Hartford shall pay for such Fund and Separate
Account documents if the fund substitution, closing
merger or similar transaction is initiated as a
result of action taken, or a request made, by the
Company.
Text composition of any annual and semi-annual Text composition of annual and semi-annual reports
reports of the Separate Account, printing, of the Fund: printing, mailing, and distributing
mailing, and distributing any annual and annual and semi-annual reports of the Fund to
semi-annual reports of the Separate Account existing Contract owners (1)
Text composition, printing, mailing, Text composition, printing, mailing, distributing,
distributing, and tabulation of proxy statements and tabulation of proxy statements and voting
and voting instruction solicitation materials to instruction solicitation materials to Contract
Contract owners owners
24
PAID BY THE COMPANIES PAID BY THE TRUST (EXCEPT AS NOTED)
------------------------------------------------------------------------------------------------------
with respect to proxies sponsored by the with respect to proxies sponsored by the Fund or the
Separate Accounts Trust
------------
(1) The Companies may choose to print the Fund' prospectus(es), statement of
additional information, and its semi annual and annual reports, or any of
such documents, in combination with such documents of other fund companies.
In this case, the Trust's share of the total expense for printing and
delivery of the combined materials shall be determined pro-rata based upon
the page count of the Fund' documents as compared to the total page count
for the combined materials containing all other funds offered under the
Contracts.
25
SCHEDULE D
FORMAT FOR NAV AND DIVIDEND INFORMATION
Please provide the following information when sending the nightly NAV and
Dividend Distribution Date Fax/Email:
Mutual Fund Company Name
Pricing Company Name
Fund Name
Fund Number
NAV
NAV Change
Dividend Amount
POP
POP change
Composite Yield (Money Market Only)
7 day Yield (Money Market Only)
30 day Yield (Money Market Only)
Days to Maturity (Money Market Only)
Additional information provided, which does not appear on the daily sheet:
Pricing Contact Name and Phone Number
Distribution Data Contact Name and Phone Number
Emergency after hours Name & Phone Number
26
AMENDMENT TO THE
PARTICIPATION AGREEMENT
AMONG
PUTNAM VARIABLE TRUST
PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
AND
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is entered into as of this 8 day of March, 2006, by and between
Hartford Life and Annuity Insurance Company and Hartford Life Insurance Company
(collectively the "Companies" or individually a "Company"), Putnam variable
Trust (the "Trust"), and Putnam Retail Management Limited Partnership (the
"Underwriter").
WHEREAS, the Companies, the Trust and the Underwriter have executed a
Participation Agreement made and entered into as of May 2, 2005 (the "Fund
Participation Agreement");
WHEREAS, each of the parties hereto wish to amend and restate Schedule A to the
Fund Participation Agreement; and
WHEREAS, unless otherwise defined herein, terms used in this Amendment shall
have the meanings provided in the Fund Participation Agreement.
NOW, THEREFORE, each of Company, the Trust and the Underwriter hereby agree as
follows:
1. The following Separate Account is added to Schedule A: Hartford Life
Insurance Company Separate Account Two.
2. Unmodified Terms. In all other respects, the terms of the Fund
Participation Agreement remain in full force and effect.
3. Effectiveness of Amendment. The amendment to the Fund Participation
Agreement contemplated by this Amendment shall become effective as of the
first day of May, 2006.
[THE REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
first above-written date.
PUTNAM RETAIL MANAGEMENT LIMITED PUTNAM VARIABLE TRUST
PARTNERSHIP
By: /s/ F.Jeff Aaron, III By: /s/ Elaine M. Sullivan
-------------------------------- --------------------------------
Name: F.Jeff Aaron, III Name: Elaine M. Sullivan
Its: Its:
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY
By: /s/ [ILLEGIBLE]
--------------------------------
Name: [ILLEGIBLE]
Its:
2
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT
Hartford Life Insurance Company Separate Account Two
Hartford Life Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account Three
3
AMENDMENT TO THE
PARTICIPATION AGREEMENT
AMONG
PUTNAM VARIABLE TRUST
PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
AND
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and executed as of this 31st day of October, 2007, by and
between Hartford Life and Annuity Insurance Company and Hartford Life Insurance
Company (collectively the "Companies" or individually a "Company"), Putnam
Variable Trust (the "Trust"), and Putnam Retail Management Limited Partnership
(the "Underwriter").
WHEREAS, the Companies, the Trust and the Underwriter have executed a
Participation Agreement made and entered into as of May 2, 2005 (the "Fund
Participation Agreement"); and
WHEREAS, each of the parties hereto wish to amend and restate Schedule A to the
Fund Participation Agreement;
NOW, THEREFORE, each Company, the Trust and the Underwriter hereby agree as
follows:
1. The following Separate Accounts are hereby added to Schedule A: Hartford
Life Insurance Company Separate Account Two and Hartford Life Insurance
Company Separate Account Eleven. The Amended and Restated Schedule A is
attached hereto.
2. Unmodified Terms. In all other respects, the terms of the Fund
Participation Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
first above-written date.
PUTNAM RETAIL MANAGEMENT LIMITED PUTNAM VARIABLE TRUST
PARTNERSHIP
By /s/ Mark Coneeny By /s/ Jonathan Horwitz
------------------------------ ------------------------------
Name: Mark Coneeny Name: Jonathan Horwitz
Its: Managing Director Its: Fund Treasurer
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY
By /s/ Martin A. Swanson
------------------------------
Name: Martin A. Swanson
Its: Vice President
AMENDED AND RESTATED
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT
Hartford Life Insurance Company Separate Account Two
Hartford Life Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account Eleven
2
AMENDMENT NO. 2
PARTICIPATION AGREEMENT
The Fund Participation Agreement (the "Agreement"), dated May 2, 2005, as
amended, by and among Hartford Life Insurance Company, Hartford Life and Annuity
Insurance Company (collectively the "Companies" or individually a "Company"),
Putnam Variable Trust (the "Trust"), and Putnam Retail Management Limited
Partnership (the "Underwriter") is hereby amended as follows:
SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ENTIRETY AND REPLACED WITH THE
ATTACHED SCHEDULE A.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: May 1, 2008
HARTFORD LIFE INSURANCE COMPANY PUTNAM VARIABLE TRUST
By its authorized officer, By its authorized officer,
By: /s/ Robert Arena By: /s/ Jonathan S. Horwitz
------------------------------ ------------------------------
Name: Robert Arena Name: Jonathan S. Horwitz
Its: Senior Vice President Its: Fund Treasurer
Date: 4/21/08 Date: 4/30/08
HARTFORD LIFE AND ANNUITY PUTNAM RETAIL MANAGEMENT
INSURANCE COMPANY LIMITED PARTNERSHIP
By its authorized officer, By its authorized officer,
By: /s/ Robert Arena By: /s/ Mark Coneeny
------------------------------ ------------------------------
Name: Robert Arena Name: Mark Coneeny
Its: Senior Vice President Its: Managing Director
Date: 4/21/08 Date: 4/25/08
1
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT
Hartford Life Insurance Company Separate Account Two
Hartford Life Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account Seven
Hartford Life and Annuity Insurance Company Separate Account Seven
Hartford Life Insurance Company Separate Account Ten
Hartford Life and Annuity Insurance Company Separate Account Ten
2
AMENDMENT NO. 3
PARTICIPATION AGREEMENT
THIS AMENDMENT dated June 2, 2011 (the "AMENDMENT") to the Participation
Agreement dated May 2, 2005 (together with all amendments, supplements and
exhibits thereto, the "AGREEMENT") is made and entered into by and among
Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company
(collectively the "Companies" or individually a "Company"), Putnam Variable
Trust ("Trust") and Putnam Retail Management Limited Partnership ("Underwriter")
is hereby amended as follows:
1. NEW SCHEDULE A. Schedule A to the Agreement is hereby deleted in its
entirety and replaced with the attached Schedule A.
2. All other terms and provisions of the Agreement not amended shall remain in
full force and affect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly
authorized officers as of the first date written above.
HARTFORD LIFE AND ANNUITY HARTFORD LIFE INSURANCE
INSURANCE COMPANY COMPANY
By: /s/ Richard E. Cady By: /s/ Richard E. Cady
------------------------------ ------------------------------
Name: Richard E. Cady Name: Richard E. Cady
Title: Assistant Vice President Title: Assistant Vice President
PUTNAM RETAIL MANAGEMENT PUTNAM VARIABLE TRUST
LIMITED PARTNERSHIP
By: /s/ Mark Coneeny By: /s/ Jonathan S. Horwitz
------------------------------ ------------------------------
Name: Mark Coneeny Name: Jonathan S. Horwitz
Title: Head of Relationship Title: Executive Vice President of
Management Funds
1
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT
Hartford Life Insurance Company Separate Account Two
Hartford Life Insurance Company Separate Account Three
Hartford Life and Annuity Insurance Company Separate Account Three
Hartford Life Insurance Company Separate Account Seven
Hartford Life and Annuity Insurance Company Separate Account Seven
Hartford Life Insurance Company Separate Account Ten
Hartford Life and Annuity Insurance Company Separate Account Ten
Hartford Life Insurance Company Separate Account Eleven
2
RAYMOND DAVIDIAN 617-760-4521
Vice President 617-255-9056 fax
Contract advisor raymond_davidian@putnam.com
Legal/Compliance One Post Office Square
Boston, MA 02109
[LOGO]
PUTNAM INVESTMENTS
June 15, 2011
VIA OVERNIGHT MAIL
John Williams
Hartford Retirement Plans Group
200 Hopmeadow Street
Simsbury, CT 06089
RE: Amendment No. 3 to the Participation Agreement among Hartford Life Insurance
Company, Hartford Life and Annuity Insurance Company, Putnam Variable Trust and
Putnam Retail Management Limited Partnership
Dear John,
Enclosed please find one fully executed original of the Amendment to
participation Agreement. Feel free to contact me at (617) 760-4521 should you
have any questions.
Sincerely,
/s/ Raymond Davidian
Raymond Davidian
