PARTICIPATION AGREEMENT
Among
MTB GROUP OF FUNDS,
EDGEWOOD SERVICES, INC.,
MTB INVESTMENT ADVISORS, INC.,
and
HARTFORD LIFE INSURANCE COMPANY
THIS AGREEMENT, made and entered into as of the 1st day of May, 2004, by and
among HARTFORD LIFE INSURANCE COMPANY, a Connecticut corporation ("COMPANY"), on
its own behalf and on behalf of each segregated asset account of the Company set
forth on Schedule A hereto as may be amended from time to time (each such
account hereinafter referred to as an "ACCOUNT"); MTB GROUP OF FUNDS, a Delaware
statutory trust (the "TRUST"), on its behalf and on behalf of each of its series
set forth in Schedule A; EDGEWOOD SERVICES, INC., a New York corporation (the
"DISTRIBUTOR"); and MTB INVESTMENT ADVISORS, INC., a registered investment
advisor (the "ADVISOR").
WHEREAS, the Trust engages in business as an open-end, 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 "VARIABLE INSURANCE PRODUCTS") to be issued by the Company;
and
WHEREAS, the beneficial interest in the Trust is divided into several series of
shares, each representing the interest in a particular managed portfolio of
securities and other assets, any one or more of which may be made available
under this Agreement, as set forth on Schedule A hereto and as may be amended
from time to time by mutual agreement of the parties hereto (each such series
hereinafter referred to as a "FUND"); and
WHEREAS, the Trust is registered as an open-end, management investment company
under the Investment Company Act of 1940, as amended (the "1940 ACT") and its
shares are registered under the Securities Act of 1933, as amended (the "1933
ACT"); and
WHEREAS, the Trust has engaged the Advisor, an investment adviser registered
under the federal Investment Advisers Act of 1940 (the "ADVISERS ACT") and any
applicable state securities law, to provide investment advisory services,
including managing the Funds pursuant to applicable diversification requirements
of the Internal Revenue Code of 1986 (the "CODE"); and
WHEREAS, the Company has registered or will register the variable life insurance
and variable annuity contracts listed on Schedule A, as it may be amended from
time to time (the "CONTRACTS")under the 1933 Act or will not register the
Contracts in proper reliance on an exemption from registration under the 1933
Act and the 1940 Act; and
WHEREAS, each Account is a duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of the Company, on
the date shown for such Account on Schedule A hereto, to set aside and invest
assets attributable to the aforesaid variable annuity contracts; and
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act; and
WHEREAS, the Distributor is registered as a broker dealer with the Securities
and Exchange Commission ("SEC")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, the Trust has obtained an order from the SEC granting participating
insurance companies and their separate accounts exemptions under Section 6(c) of
the 1940 Act from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of
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
both affiliated and nonaffiliated life insurance companies and certain qualified
pension and retirement plans (the "SHARED EXEMPTIVE ORDER"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Funds on behalf of each Account to
fund certain of the aforesaid variable life and variable annuity contracts and
the Distributor is authorized to sell such shares to unit investment trusts such
as each Account at net asset value;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and
covenants hereinafter set forth, the Company, the Trust, and the Advisor and the
Distributor agree as follows:
ARTICLE I. SALE OF TRUST SHARES
1.1. The Distributor agrees to sell to the Company on behalf of the Accounts
those shares of the Funds which each Account orders, and agrees to execute such
orders on each day on which the New York Stock Exchange is open for trading and
the Funds calculate their net asset value pursuant to rules of the SEC, all as
described in the Funds' registration statement (a "BUSINESS DAY") at the net
asset value next computed after receipt and acceptance by the Trust or its
designee of the order for the shares of the Funds. For purposes of this Section
1.1, the Company shall be the designee of the Trust for receipt of such orders
from each Account and receipt by such designee shall constitute receipt by the
Trust; provided that the Trust receives notice of such order in accordance with
the requirements set forth in Schedule B.
1.2. The Trust agrees to make its shares available for purchase at the
applicable net asset value per share by the Accounts on each Business Day.
Notwithstanding the foregoing, the Board of Trustees of the Trust (the "BOARD")
may refuse to sell shares of any Fund to any 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 or is, in the sole discretion of the
Board acting in good faith and in light of their fiduciary duties under federal
and any applicable state laws, necessary in the best interests of the
shareholders of such Fund.
1.3. The Trust and the Distributor agree that shares of the Funds will be sold
only to the Company on behalf of its Accounts or to other life insurance
companies that offer variable annuity and/or variable life insurance contracts
to the public and which have entered into an agreement with the Trust, and to
other persons not inconsistent with each Fund being adequately diversified
pursuant to Section 817(h) of the Code, and the regulations thereunder. No
shares of any Fund will be sold to the general public to the extent inconsistent
with such Fund being adequately diversified pursuant to Section 817(b) of the
Code, and the regulations thereunder.
1.4. Upon receipt of a request for redemption from the Company, the Trust
agrees to redeem any full or fractional shares of the Fund held by the Accounts,
executing such requests on each Business Day at the net asset value next
computed after receipt and acceptance by the Trust or its designee of the
request for redemption except that the Trust reserves the right to suspend the
right of redemption, consistent with Section 22(e) of the 1940 Act and any rules
thereunder. Such redemption shall be paid consistent with applicable rules of
the SEC and procedures and policies of the Trust as described in the current
registration statement. For purposes of this Section 1.4, the Company shall be
the designee of the Trust for the limited purpose of receiving and accepting
purchase and redemption orders from each Account and receipt by such designee
shall constitute receipt by the Trust; provided that the Trust receives notice
of such request for redemption in accordance with the requirements set forth in
Schedule B. The Company agrees to submit such orders electronically through
secured trading systems as described on Schedule B to this Agreement or, if it
is unable to submit orders electronically, the Company shall submit such orders
through manual transmissions using the procedures described in Schedule B to
this Agreement.
1.5. The Company agrees that purchases and redemptions of Fund shares offered
by the then current prospectus of the Trust shall be made in accordance with the
provisions of such prospectus.
1.6. The Company will place separate orders to purchase or redeem shares of
each Fund. Each order shall describe the net amount of shares and dollar amount
of each Fund to be purchased or redeemed. Unless otherwise specified in Schedule
B, the 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 1.1 hereof. Payment shall be in federal funds
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transmitted by wire. For purpose of Section 2.10 and 2.11, upon receipt by the
Trust of the federal funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of the Trust.
1.7. Issuance and transfer of Fund shares will be by book entry only. Stock
certificates will not be issued to the Company or any Account. Shares ordered
from the Funds will be recorded in an appropriate title for each Account or the
appropriate subaccount of each Account. The Trust shall furnish to the Company
the CUSIP number assigned to each Fund identified in Schedule A attached, as may
be amended from time to time.
1.8. Unless otherwise specified in Schedule B, the Trust shall furnish same day
notice (by wire or telephone, followed by written confirmation) to the Company
of any income, dividends or capital gain distributions payable on the Fund's
shares. The Company hereby elects to receive all such income dividends and
capital gain distributions as are payable on the Fund shares in additional
shares of that Fund. The Company reserves the right to revoke this election in
writing and to receive all such income dividends and capital gain distributions
in cash. The Trust or its agent shall notify the Company of the number of shares
so issued as payment of such dividends and distributions.
1.9. The Trust shall make the net asset value per share and change from prior
day's NAV for each Fund available to the Company on each Business Day as soon as
reasonably practical after the net asset value per share is calculated and shall
use its best efforts to make such net asset value per share available by 6:30
p.m. Eastern Time.
1.10. The Parties hereto acknowledge that the arrangement contemplated by this
Agreement is not exclusive; the Trust's shares may be sold to other insurance
companies (subject to Section 1.3 and Article VI hereof) and the cash value of
the Contracts may be invested in other investment companies.
ARTICLE IB. GENERAL DUTIES
1.11. The Company shall take all such actions as are necessary under applicable
federal and state law to permit the sale of the Contracts issued by the Company,
including registering each Account as an investment company to the extent
required under the 1940 Act, and registering the Contracts or interests in the
Accounts under the Contracts to the extent required under the 1933 Act, and
obtaining all necessary approvals to offer the Contracts from state insurance
commissioners.
1.12 The Company shall make every effort to maintain the treatment of the
Contracts issued by the Company as annuity contracts or life insurance policies,
whichever is appropriate, under the applicable provisions of the Code, and shall
notify the Trust and the Distributor immediately upon having a reasonable basis
for believing that such Contracts have ceased to be so treated or that they
might not be so treated in the future. In that regard, the Company shall make
every effort to remedy any Contract's failure to be treated as annuity contracts
or life insurance policies, as appropriate, under applicable provisions of the
Code, including Section 72 and regulations thereunder within the required time
frames.
1.13. The Distributor shall sell and distribute the shares of the Funds in
accordance with the applicable provisions of the 1933 Act, the 1934 Act, the
1940 Act, the NASD Rules of Fair Practice, and state law.
1.14. During such time as the Trust engages in activities that require a Shared
Exemptive Order, a majority of the Trust's Board shall consist of persons who
are not "INTERESTED PERSONS" of the Trust, as defined by Section 2(a)(19) of the
1940 Act and the rules thereunder, and as modified by any applicable orders of
the SEC ("DISINTERESTED TRUSTEES"), except that if this provision is not met by
reason of the death, disqualification, or bonafide resignation of any Trustee or
Trustees, then the operation of this provision shall be suspended (a) for a
period of 45 days if the vacancy or vacancies may be filled by the Trust's
Board; (b) for a period of 60 days if a vote of shareholders is required to fill
the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe
by rule or order upon application.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act, or that the Contracts are not registered in
proper reliance on an exemption from registration under the 1933 Act and that
the Contracts will be issued in compliance in all material respects with
applicable federal and state laws and regulations. The Company further
represents and warrants that it is an insurance company duly organized and in
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good standing under applicable law, that it is taxed as an insurance company
under Subchapter L of the Code and that it has legally and validly established
each Account prior to any issuance or sale thereof as a segregated asset account
under the Connecticut Insurance Code and has registered or, prior to any
issuance or sale of the Contracts, will register 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 that the Company will not
register the Account in proper reliance upon an exclusion from registration
under the1940 Act.
2.2. The Trust represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act and the regulations thereunder
to the extent required, and in accordance with the laws of each jurisdiction in
which shares will be offered. 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 Fund shares for sale in accordance with the laws of the
various states only if and to the extent deemed advisable by the Trust or
Distributor;
2.3. The Trust and the Advisor represent that each Fund is currently qualified
as a Regulated Investment Company under Subchapter M of the Code and that the
Trust and the Advisor will make every effort to maintain such qualification
(under Subchapter M or any successor or similar provision) and that the Trust
and the Advisor will notify the Company immediately upon having a reasonable
basis for believing that a Fund has ceased to so qualify or that it might not so
qualify in the future.
2.4. The Company represents that the Contracts are currently treated as
endowment or annuity insurance contracts, under applicable provisions of the
Code and that it will make every effort to maintain such treatment and that it
will notify the Trust and the Distributor 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. In that regard, the Company shall make
every effort to remedy any variable contract's failure to he treated as annuity
contracts or life insurance policies, as appropriate, under applicable
provisions of the Code, including Section 72 and regulations thereunder within
the required time frames.
2.5. The Trust represents and warrants that should it ever desire to make any
payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940
Act, the Trustees, including a majority who are Disinterested Trustees, will
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.
2.6. The Distributor 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
Distributor further represents that it will sell and distribute the Trust shares
in accordance with all applicable state and federal securities laws, including
without limitation the 1933 Act, the 1934 Act, and the 1940 Act, and the NASD
Rules of Fair Practice.
2.8. The Trust represents that it is lawfully organized and validly existing
under the laws of State of Delaware and that it does and will comply with all
applicable laws and regulations.
2.9. The Advisor represents and warrants that it is and shall remain duly
registered as an investment adviser in all material respects under all
applicable federal and state securities laws and that the Advisor shall perform
its obligations for the Trust in compliance in all material respects with any
applicable state and federal securities laws.
2.10. The Trust represents and warrants that all of its trustees, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Trust are and shall continue to be at all times
covered by a blanket fidelity bond or similar coverage for the benefit of the
Trust in an amount not less than the minimal coverage as required currently by
Rule 17g-(1) under the 1940 Act or related provisions as may be promulgated from
time to time. The aforesaid Bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
2.11 The Trust represents that it has obtained an order from the SEC granting
participating insurance companies and variable insurance product separate
accounts exemptions from the provisions of the 1940 Act, as amended, and the
rules thereunder, to the extent necessary to permit shares of the Trust or its
Funds to be sold to and held by variable insurance product separate accounts of
both affiliated and unaffiliated life insurance companies.
2.12. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities having jurisdiction (including, without
limitation, the SEC, 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.
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ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING
3.1. The Distributor shall provide the Company with as many printed copies of
the Trust's current prospectus, Statement of Additional Information, proxy
statements, annual reports and semi annual reports of each Fund listed on
Schedule A (and no other Fund), and any supplements or amendments to any of the
foregoing, as the Company may reasonably request. If requested by the Company in
lieu of the foregoing printed documents, the Trust shall provide such documents
in camera-ready film or an electronic file in a format acceptable to the
Company, and such other assistance as is reasonably necessary in order for the
Company to have the prospectus(es) for the Contracts, and the Trust's
prospectus, printed together in one document. Alternatively, the Company may
print the Trust's prospectus and/or its Statement of Additional Information in
combination with other fund companies' prospectuses and statements of additional
information. In such event, the Trust shall bear its pro rata share of printing
expenses based on the number of combined printed pages. All such documents shall
be provided to the Company within time reasonably required to allow for printing
and delivery to Contract owners. The cost of such documents shall be allocated
in accordance with SCHEDULE E attached to this Agreement.
The Company agrees to provide the Trust or its designee with such information as
may be reasonably requested by the Trust to assure that the Trust's expenses do
not include the cost of printing any prospectuses or Statements of Additional
Information other than those actually distributed to existing owners of the
Contracts.
3.2. The Trust's prospectus shall state that the Statement of Additional
Information for the Trust is available from the Distributor or the Company (or
in the Trust's discretion, the Prospectus shall state that such Statement is
available from the Trust).
3.3. At its expense, the Trust shall provide the Company with copies of the
Trust's proxy statements to shareholders in such quantity as the Company shall
reasonably require for distributing to Contract owners. Such delivery may be
accomplished through electronic means subject to the standards prescribed by the
SEC.
3.4. If and to the extent required by law the Company shall:
(i) distribute proxy materials applicable to the Funds to eligible
Contract owners;
(ii) solicit voting instructions from Contract owners;
(iii) vote the Trust shares in accordance with instructions received from
Contract owners; and
(iv) vote Trust shares for which no instructions have been received in a
particular separate account in the same proportion as Trust shares
of such Fund for which instructions have been received in that
separate account, so long as and to the extent that the SEC
continues to interpret the 1940 Act to require pass-through voting
privileges for variable contract owners. The Company reserves the
right to vote Trust shares held in any segregated asset account in
its own right, to the extent permitted by law.
3.5. The Company shall be responsible for assuring that each of its separate
accounts participating in the Trust calculates voting privileges as required by
the Shared Exemptive Order and consistent with any reasonable standards the
Trust may adopt.
3.6. The Trust will comply with all 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 SEC'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.
3.7. If and during the time as the Trust engages in activities that require a
Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement
of Additional Information that (1) the Funds are intended to be funding vehicles
for variable annuity and variable life insurance contracts offered by various
insurance companies, (2) material irreconcilable conflicts possibly may arise,
and (3) the Board will monitor events in order to identify the existence of any
material irreconcilable conflicts and to determine what action, if any, should
be taken in response to any such conflict. The Trust hereby notifies the Company
that prospectus or Statement of Additional Information
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disclosure may be appropriate regarding potential risks of offering shares of
the Funds to separate accounts funding Contracts of unaffiliated life insurance
companies.
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1 Company shall furnish, or shall cause to be furnished, to the Trust or its
designee prior to use, each piece of sales literature or advertising prepared by
Company in which the Trust, the Adviser or the Distributor is described, at
least ten Business Days prior to its use. No sales literature or advertising
will be used if the Trust, the Adviser, or the Distributor reasonably objects to
its use within ten (10) Business Days following receipt by the Trust.
4.2 Company will not make any representations or statements on behalf of the
Trust, the Distributor, or Advisor, or concerning the Trust, the Distributor, or
Advisor other than information or representations contained in: (a) the
registration statement or Trust prospectus(es), (b) Series' annual and semi
annual reports to shareholders, (c) proxy statements for the Series, or, (d)
sales literature or other promotional material approved by the Trust the
Distributor or the Advisor, as the case may be.
4.3 The Trust, the Distributor and the Advisor shall furnish, or shall cause to
be furnished, to Company prior to use, each piece of sales literature or
advertising prepared by the Trust in which Company, the Contracts or Separate
Accounts, are described. No sales literature or advertising will be used if
Company reasonably objects to its use within ten (10) Business Days following
receipt by Company.
4.4 Neither the Trust nor the Distributor nor the Adviser will, without the
permission of Company, make any representations or statements on behalf of
Company, the Contracts, or the Separate Accounts or concerning Company, the
Contracts or the Separate Accounts, other than the information or
representations contained in: (a) the registration statement or prospectus for
the Contracts, (b) Separate Account reports to shareholders, (c) in sales
literature or other promotional material approved by Company.
4.5. The Trust will provide to Company at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports to shareholders, proxy statements, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions and requests for no action letters, and all amendments, that relate
to the Trust or its shares.
4.6 Company will provide to the Trust, upon the Trust's request, at least one
complete copy of all registration statements, prospectuses, statements of
additional information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions, and
requests for no action letters, and all amendments, that relate to the
Contracts.
4.7. For purposes of this Article IV, the phrase "SALES LITERATURE OR OTHER
PROMOTIONAL MATERIAL" includes, but is not limited to, any of the following that
refer to the Trust, any affiliate of the Trust, the Contracts, the Company or
the Accounts: 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), or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.
ARTICLE V. FEES AND EXPENSES
5.1. The Distributor shall pay no fee or other compensation to the Company
under this agreement other than payments pursuant to a Rule 12b-1 plan. However,
the parties reserve the right to agree to compensate the Company in return for
services it provides by executing a Schedule to this Agreement or a separate
agreement for services.
5.2. All expenses incident to performance by the Trust under this Agreement
shall be paid by the Trust. The Trust shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Trust, in accordance with
applicable state laws prior to
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their sale. The Trust shall bear 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
prospectus in type, setting in type and printing the proxy materials and reports
to shareholders (including the costs of printing a prospectus that constitutes
an annual report), the preparation of all statements and notices required by any
federal or state law, and all taxes on the issuance or transfer of the Trust's
shares.
ARTICLE VI. DIVERSIFICATION
6.1. The Trust and the Advisor represent and warrant that the Funds currently
comply, and will continue to comply, with the diversification provisions of
Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
Regulations. In the event of a breach of this Article VI by the Advisor or the
Trust, each will take all reasonable steps (a) to notify the Company of such
breach and (b) to adequately diversify the Trust so as to achieve compliance
within the grace period afforded by Regulation 1.817-5.
ARTICLE VII. POTENTIAL CONFLICTS
7.1. The parties agree to comply with all applicable terms of the Shared
Exemptive Order.
ARTICLE VIII. INDEMNIFICATION
8.1. Indemnification By The Company
8.1(a). The Company agrees to indemnify and hold harmless the Distributor, the
Advisor and the Trust and each member of the Board and officer, employees and
agents and any "AFFILIATED PERSON" (as defined in Section 2(a)(3) of the 0000
Xxx) of the Trust, Distributor or Advisor (collectively, the "INDEMNIFIED
PARTIES" for purposes of this Section 8.1) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld) (including the reasonable costs of investigating or defending any
alleged loss, claim, liability or expense and reasonable legal counsel fees in
connection therewith) (collectively, "LOSSES"),to which the Indemnified Parties
may become subject under any statute, regulation, at common law or otherwise,
insofar as such Losses are related to the sale or acquisition of the Trust's
shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the registration
statement or prospectus (which shall include the portions of an
offering memorandum that contain information regarding the Trust,
Distributor or Advisor) for the Contracts or contained in the
Contracts or sales literature for the Contracts (or any amendment or
supplement to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission was made
in reliance upon and in conformity with information furnished to the
Company by or on behalf of the Indemnified Parties for use in the
Registration Statement or prospectus for the Contracts or in the
Contracts or sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or
Trust shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus or sales literature of the Trust (or any
amendments or supplements to the foregoing), not supplied by the
Company, or persons under its control) or wrongful conduct of the
Company, 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 the Trust's registration statement,
prospectus, or sales literature or any amendment thereof or
supplement thereto or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading if such a statement
or omission was made in reliance upon information furnished by or
on behalf of the Company; or
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(iv) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Company;
as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification provision
with respect to any Losses incurred or assessed against an Indemnified Party as
such may arise from such Indemnified Party's willful misfeasance, bad faith, or
gross negligence in the performance of such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations or duties
under this Agreement or to the Trust, the Distributor or the Advisor, whichever
is applicable.
8.1(c). The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Company in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Company of any such claim shall not
relieve the Company from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Company shall be entitled to participate, at its own
expense, in the defense of such action. The Company also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Company to such party of the Company's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Company will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation. If the Company assumes the
defense or representation of an Indemnified Party, the Company shall not consent
or agree to any settlement without the prior approval of the Indemnified Party.
8.1(d). An Indemnified Party will promptly notify the Company of the
commencement of any litigation or proceedings against it in connection with the
issuance or sale of the Trust shares or the Contracts or the operation of the
Trust.
8.2. Indemnification by the Distributor
8.2(a). The Distributor agrees to indemnify and hold harmless the Trust, the
Advisor and the Company and each of their directors, trustees, officers,
employees and agents and any affiliated person (as defined in Section 2(a)(3) of
the 0000 Xxx) of the Trust, the Advisor or the Company (collectively, the
"INDEMNIFIED PARTIES" for purposes of this Section 8.2) against any and all
Losses to which the Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as such Losses are related to
the sale or acquisition of the Trust's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement or prospectus, or sales literature 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
Distributor by or on behalf of the Indemnified Parties for use in
the registration statement or prospectus for the Trust or 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 statements or representations (other
than statements or representations contained in the registration
statement, prospectus or sales literature for the Trust or the
Contracts (or any amendments or supplements to any of the foregoing)
not supplied by the Distributor or persons under its control) or
wrongful conduct of the Distributor 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 the Trust's registration statement,
prospectus, or sales literature, or any amendment thereof or
supplement thereto, or
8
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 by or on behalf of the
Distributor; or
(iv) arise out of or result from any material breach of any
representation and/or warranty made by the Distributor in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Distributor;
as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.
8.2(b). The Distributor shall not be liable under this indemnification
provision with respect to any Losses to which an Indemnified Party would
otherwise be subject by reason of such Indemnified Party's willful misfeasance,
bad faith, or gross negligence in the performance of such Indemnified Party's
duties or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement, or to the Company, the Trust, the
Distributor, the Adviser or the Contracts, whichever is applicable.
8.2(c). The Distributor 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 Distributor in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Distributor of
any such claim shall not relieve the Distributor 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 Distributor will be entitled to
participate, at its own expense, in the defense thereof. The Distributor also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Distributor to such party
of the Distributor'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 Distributor will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation. If the Distributor assumes the defense or representation of any
Indemnified Party, the Distributor shall not consent or agree to any settlement
without the prior approval of the Indemnified Party.
8.2(d). An Indemnified Party agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.
8.3. Indemnification By the Trust
8.3(a). The Trust agrees to indemnify and hold harmless the Company, the
Distributor and the Advisor and each of their directors, officers, employees and
agents and any affiliated person (as defined in Section 2(a)(3) of the 0000 Xxx)
of the Company, the Distributor or the Advisor (collectively, the "INDEMNIFIED
PARTIES" for purposes of this Section 8.3) against any and all Losses to which
the Indemnified Parties may become subject under any statute, regulation, at
common law or otherwise, insofar as such Losses are related to the sale or
acquisition of the Trust's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement, prospectus, or sales literature 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 in writing to the Trust
by or on behalf of the Indemnified Parties for use in the
registration statement or prospectus 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;
9
as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.
8.3(b). The Trust shall not be liable under this indemnification provision with
respect to any Losses incurred or assessed against an Indemnified Party as such
may arise from such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason of
such Indemnified Party's reckless disregard of obligations and duties under this
Agreement or to the Company or the Contracts, whichever is applicable.
8.3(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
the summons or other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the 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 satisfactory to the party named in the action. After notice from the
Trust to such 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 party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation. If the Trust assumes the defense or representation of any
Indemnified Party, the Trust shall not consent or agree to any settlement
without the prior approval of the Indemnified Party.
8.3(d). An Indemnified Party agrees promptly to notify the Trust of the
commencement of any litigation or proceedings against it or any of its
respective officers, trustees or directors in connection with this Agreement,
the issuance or sale of the Contracts or the sale or acquisition of shares of
the Trust.
8.4 Indemnification By the Advisor
8.4(a). The Advisor agrees to indemnify and hold harmless the Trust, the
Distributor and the Company and each of their trustees, directors, officers,
employees, and agents, and any affiliated person (as defined in Section 2(a)(3)
of the 0000 Xxx) of the Trust, the Distributor or the Company (collectively, the
"INDEMNIFIED PARTIES" for purposes of this Section 8.4) against any and all
Losses to which the Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as Losses are related to the
sale or acquisition of the Trust's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact provided by the Advisor and
contained in the registration statement or prospectus or sales
literature (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 about the Advisor 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 Advisor by or on behalf
of the Indemnified Parties for use in the registration statement or
prospectus for the Trust or in sales literature or other promotional
material (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 any statement or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature or other
promotional material for the Trust or the Contracts (or any
amendments or supplements to any of the foregoing) not supplied by
the Advisor or persons under its control) or wrongful conduct of the
Advisor, or the affiliates, employees, or agents of the Advisor 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 the Trust's registration statement,
prospectus, or sales literature, 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 by or on behalf of the Advisor; or
10
(iv) arise out of or result from any material breach of any representation
and/or warranty made by the Advisor in this Agreement or arise out of
or result from any other material breach of this Agreement by the
Advisor;
as limited by and in accordance with the provisions of Sections 8.4(b) and
8.4(c) hereof.
8.4(b). The Advisor shall not be liable under this indemnification provision
with respect to any Losses to which an Indemnified Party would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of the Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
the Trust, the Contracts or the Company, whichever is applicable.
8.4(c). The Advisor 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 Advisor in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Advisor of any such claim shall not
relieve the Advisor 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 Advisor will be entitled to participate, at is own
expense, in the defense thereof. The Advisor also shall be entitled to assume
the defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Advisor to such party of the Advisor'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 Advisor will not be liable to
such party under this Agreement for any legal or other expense subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation. If the Advisor assumes the defense
or representation of an Indemnified Party, the Advisor shall not consent or
agree to any settlement without the prior approval of the Indemnified Party.
8.4(d). An Indemnified Party agrees promptly to notify the Advisor of the
commencement of any litigation or proceedings against it or any of its
respective officers, trustees or directors in connection with this Agreement,
the issuance or sale of the Contracts, with respect to the operation of each
Account, or the sale or acquisition of shares of the Trust.
8.5. Indemnification Disputes. The parties shall use good faith efforts to
resolve any dispute concerning the indemnification obligations in this Article
VIII. Should those efforts fail to resolve the dispute, the ultimate resolution
shall be determined in a de novo proceeding, separate and 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).
ARTICLE IX. APPLICABLE LAW
9.1. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of New York.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and orders thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant
(including any Shared Exemptive Order) and the terms hereof shall be interpreted
and construed in accordance therewith.
ARTICLE X. TERMINATION
10.1. This Agreement shall continue in full force and effect until the first to
occur of:
11
(a) termination by any party for any reason by one hundred and eighty
(180) days advance written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Trust and the
Distributor with respect to any Fund in the event any of the Fund's
shares are not registered, issued or sold in accordance with
applicable state and/or federal law or such law precludes the use of
such shares as the underlying investment media of the Contracts
issued or to be issued by the Company; or
(c) termination by the Company by written notice to the Trust and the
Distributor with respect to any Fund in the event that such Fund
ceases to qualify as a Regulated Investment Company under Subchapter
M of the Code or under any successor or similar provision, or if the
Company reasonably believes that the Trust may fail to so qualify;
or
(d) termination by the Company by written notice to the Trust and the
Distributor with respect to any Fund in the event that such Fund
fails to meet the diversification requirements specified in Article
VI hereof; or
(e) termination by either the Trust, the Advisor or the Distributor by
written notice to the Company, if (1) any of the Trust, the Advisor
or the Distributor, respectively, shall determine, in their sole
judgment reasonably exercised in good faith, that the Company has
suffered a material adverse change in its business or financial
condition or is the subject of material adverse publicity, (2) the
Trust, the Advisor or the Distributor shall notify the Company in
writing of such determination and its intent to terminate this
Agreement, and (3) after considering the actions taken by the
Company and any other changes in circumstances since the giving of
such notice, such determination of the Trust, the Advisor or
Distributor shall continue to apply on the sixtieth (60th) day
following the giving of such notice, which sixtieth day shall be the
effective date of termination; or
(f) termination by the Company by written notice to the Trust, the
Advisor and the Distributor, if (1) the Company shall determine, in
its sole judgment reasonably exercised in good faith, that either
the Trust, the Advisor or the Distributor has suffered a material
adverse change in its business or financial condition or is the
subject of material adverse publicity and such material adverse
change or material adverse publicity will have a material adverse
impact upon the business and operations of the Company, (2) the
Company shall notify the Trust, the Advisor and the Distributor in
writing of such determination and its intent to terminate the
Agreement, and (3) after considering the actions taken by the Trust,
the Distributor and/or the Advisor and any other changes in
circumstances since the giving of such notice, such determination of
the Company shall continue to apply on the sixtieth (60th) day
following the giving of such notice, which sixtieth day shall be the
effective date of termination; or
(g) By any party upon institution of formal proceedings against the
Company, the Trust, the Advisor or the Distributor by the NASD, the
SEC, or any state securities or insurance department or any other
regulatory body regarding a party's duties under this Agreement or
related to the sale of the Contracts issued by the Company, the
operation of the Accounts, or the purchase of shares of the Funds;
or
(h) By the Distributor, the Advisor or the Trust upon written notice to
the Company with respect to any Account in the event that such
Account ceases to be qualified as a segregated asset account under
Connecticut insurance laws; or
(i) By the Distributor, the Advisor or the Trust upon written notice
with respect to any Account in the event that effective registration
as a unit investment trust under the 1940 Act for such Account is
not maintained; or
(j) By the Distributor, the Advisor or the Trust in the event that the
Contracts cease to be treated as annuity contracts under the
applicable provisions of the Code; or
(k) By the Distributor, the Advisor or the Trust in the event that
effective registration or exemption from registration under the 1933
Act of the Contracts is not maintained; or
(l) By any party to the Agreement upon a determination by a majority of
the Board, or a majority of its Disinterested Trustees, that a
material irreconcilable conflict, as described in Article VII
hereof, exists and cannot be remedied in accordance with the
provisions of Article VII; or
12
(m) By any party to the Agreement upon requisite vote of the Contract owners
having an interest in the Separate Accounts (or any subaccounts thereof)
to substitute the shares of another investment company for the
corresponding shares of a Fund in accordance with the terms of the
Contracts for which those shares had been selected or serve as the
underlying investment media; or
(n) By either the Advisor or the Distributor in the event of a termination
of either of their contracts by the Trust, but each shall use their best
efforts to substitute themselves under this Agreement with any successor
investment adviser or distributor to the Trust.
Each party to this Agreement shall promptly notify the other parties to the
Agreement of the institution against such party of any such formal proceedings
as described in Article 10.1(h) hereof. The Company shall give 60 days prior
written notice to the Trust of the date of any proposed vote of Contract owners
to replace the Fund's shares as described in Article 10.1(n) hereof.
10.2. Notwithstanding any termination of this Agreement, the Trust, the Advisor
and the Distributor 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 in effect on the effective date of termination
of this Agreement (hereinafter referred to as "EXISTING CONTRACTS") for the sole
purpose of allowing the owners of the Existing Contracts 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 10.2 shall not apply to any
terminations under Article VII and the effect of such Article VII terminations
shall be governed by Article VII of this Agreement.
10.3. Except as necessary to implement Contract owner initiated transactions,
or as required by state insurance laws or regulations, the Company shall not
redeem Fund shares attributable to the Contracts issued by the Company (as
opposed to Fund shares attributable to the Company's assets held in the Separate
Accounts), and the Company shall not prevent Contract owners from allocating
payments to a Fund, until 60 days after the Company shall have notified the
Trust or Distributor of its intention to do so.
ARTICLE XI. NOTICES
Any notice shall be sufficiently given when sent by registered or certified mail
to another 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:
MTB GROUP OF FUNDS
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attention: Secretary
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx, Senior Vice
President
WITH A COPY TO:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
13
If to the Distributor
Edgewood Services, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attn: Secretary
If to the Advisor:
MTB Investment Advisors, Inc.
000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attn: Chief Investment Officer
ARTICLE XII. MISCELLANEOUS
12.1 All persons dealing with the Trust must look solely to the property of the
Trust for the enforcement of any claims against the Trust as neither the
trustees, officers, agents nor shareholders assume any personal liability for
obligations entered into on behalf of the Trust.
12.2 Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement or as required by any governmental agency, regulator or other
authority, shall not disclose, disseminate or utilize such names and addresses
and other confidential information until such time as it may come into the
public domain without the express written consent of the affected party. Each
party further agrees to use and disclose Personal Information, as defined
herein, only to carry out the purposes for which it was disclosed to them and
will not use or disclose Personal Information if prohibited by applicable law,
including, without limitation, statutes and regulations enacted pursuant to the
Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102). For purposes of this Agreement,
"PERSONAL INFORMATION" means financial and medical information that identifies
an individual personally and is not available to the public, including, but not
limited to, credit history, income, financial benefits, policy or claim
information and medical records. If either party outsource services to a
third-party, such third party will agree in writing to maintain the security and
confidentiality of any information shared with them.
12.3 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
12.5 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, 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
12.7 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties hereto;
provided, however, that the Distributor may assign this Agreement or any rights
or obligations hereunder to any affiliate of the Distributor, if such assignee
is duly licensed and registered to perform the obligations of the Distributor,
under this Agreement. The Company shall promptly notify the Trust, the Advisor,
and the Distributor of any change in control of the Company.
12.9 The waiver of, or failure to exercise, any right provided for in this
Agreement shall not be deemed a waiver of any further or future right under this
Agreement.
12.10. Marks and Licenses
12.10(a) It is understood that the names "M&T," "Manufacturers & Traders Trust
Company" "MTB" or any derivative thereof or logo associated with those names
(the "M&T MARKS") are the valuable property of the Advisor (and its affiliates),
and that the Company has the right to use such names (or derivatives or logos)
only so long as this Agreement is in effect and the Advisor or an affiliate of
the Advisor continues to serve as the investment Advisor of the Fund. Upon
termination of this Agreement the Company shall forthwith cease to use the M&T
Marks. The Company agrees that it shall not use the M&T Marks in a manner that
disparages or degrades the business or reputation of the Advisor, the Trust, or
any of their affiliates, or that infringes, dilutes, or otherwise violates the
M&T Marks. Upon request, the Company agrees to provide appropriate attribution
of the use of the M&T Marks (e.g., through the use of "TM" or (R) symbols, and
appropriate notice regarding reservation of rights).
12.10(b) It is understood that the name "The Hartford", "Hartford Life
Insurance Company", "The Director" or any other Contract name, including any
derivative thereof or logo associated with those names (the "COMPANY MARKS") are
the valuable property of the Company and its affiliates, and that the Trust,
Distributor and Advisor have the right to use such names (or derivative or logo)
only so long as this Agreement is in effect. Upon termination of this Agreement
the Trust, Distributor and Advisor shall forthwith cease to use the Company
Marks. Trust, Distributor and Advisor agree that it shall not use the Company
Marks in a manner that disparages or degrades the business or reputation of the
Company or any of their affiliates, or that infringes, dilutes, or otherwise
violates the Company Marks. Upon request, Trust, Distributor and Advisor agree
to provide appropriate attribution of the use of the Company Marks (e.g.,
through the use of "TM" or (R) symbols, and appropriate notice regarding
reservation of rights).
15
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 INSURANCE COMPANY, MTB GROUP OF FUNDS,
On its behalf and on behalf of each On its behalf and on behalf of each
Separate Account named in Schedule A, as Fund named in Schedule A, as may be
may be amended from time to time. amended from time to time.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------- --------------------------------
Title: Xxxxx X. Xxxxxx, Title: Xxxx X. Xxxxxxxxx,
Senior Vice President Vice President
Date: 8-17-04 Date: 7/13/04
EDGEWOOD SERVICES, INC. MTB INVERSTMENT ADVISORS, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ Xxxxxxx Xxxxx
----------------------------------- --------------------------------
Title: Xxxxxxx X. Xxxxx, Xx., Title: Xxxxxxx Xxxxx,
President President
Date: 7/14/04 Date: July 27, 2004
16
SCHEDULE A
SEPARATE ACCOUNTS, ASSOCIATED CONTRACTS, AND FUNDS
NAME OF SEPARATE ACCOUNT AND DATE NAME OF CONTRACT FUNDED BY SEPARATE
ESTABLISHED BY THE COMPANY ACCOUNT AND POLICY FORM NUMBERS OF
CONTRACTS FUNDED
Hartford Life Insurance Company Seperate From Number HLVA03
Account Two
APPLICABLE FUND CUSIP
MTB Large Cap Growth Fund II 55376T 73 4
MTB Large Cap Value Fund II 55376T 65 0
MTB Managed Allocation Fund: Moderate Growth II 55376T 57 5
IN WITNESS WHEREOF, each of the parties has caused this Schedule A to be
executed in its name and on its behalf by its duly authorized representative as
of May 1, 2004.
HARTFORD LIFE INSURANCE COMPANY, MTB GROUP OF FUNDS,
On its behalf and on behalf of each On its behalf and on behalf of each
Separate Account named in Schedule A, as Fund named in Schedule A, as may be
may be amended from time to time. amended from time to time.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxx X. Xxxxxx By: Xxxx X. Xxxxxxxxx
------------------------------ -------------------------
Title: Xxxxx X. Xxxxxx, Title: Vice President
Senior Vice President
Date: 8-17-04 Date: 7/13/04
EDGEWOOD SERVICES, INC. MTB INVERSTMENT ADVISORS, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ Xxxxxxx Xxxxx
------------------------------ -------------------------
Title: President Title: Xxxxxxx Xxxxx,
President
Date: 7/14/04 Date: July 27, 2004
17
SCHEDULE B
Subject to the terms and conditions of this Agreement, the Company shall be
appointed to, and agrees to act, as a limited agent of the Trust for the sole
purpose of receiving instructions from authorized parties as defined by the
Contracts for the purchase and redemption of Fund shares prior to the "CLOSE OF
TRADING," which is defined as the close of the regular trading for a given Fund
as set forth in its then-current prospectus each Business Day. A "BUSINESS DAY"
is defined in Article 1.1 of the Agreement. Except as particularly stated in
this paragraph, the Company shall have no authority to act on behalf of the
Trust or to incur any cost or liability on its behalf.
Trust will use its best efforts to provide to the Company or its designated
agent closing net asset value, change in net asset value, dividend or daily
accrual rate information and capital gain information by 6:30 p.m. Eastern Time
each Business Day. The Company or its agent shall use this data to calculate
unit values. Unit values shall be used to process the same Business Day's
contract transactions. When the Company is able to utilize the National
Securities Clearing Corporation ("NSCC") Defined Contribution Clearing and
Settlement ("DCC&S") Fund/SERV system, orders to purchase and redeem shares of
the Funds received by the Company prior to the Close of Trading on any Business
Day ("DAY 1") will be transmitted via the NSCC's Fund/SERV system for receipt by
the Funds or the Transfer Agent for the Funds by no later than 7:00 a.m. Eastern
Time on the next Business Day ("DAY 2") (such purchases and redemptions are
referred to as "DAY 1 TRADES"). Until the Company achieves Fund/SERV utility, or
if for any other reason any Day 1 Trades are not received by the Transfer Agent
via the NSCC's Fund/SERV system prior to 7:00 a.m. Eastern Time on Day 2, the
Company shall provide such Day 1 Trades to the Transfer Agent via fax prior to
10:00 a.m. Eastern Time on Day 2. Such purchase and redemption orders shall be
transmitted without modification (except for netting or aggregating such
orders). Trust will not accept any order made on a conditional basis or subject
to any delay or contingency. Company shall only place purchase orders for shares
of Funds on behalf of its customers whose addresses recorded on Company' books
are in a state or other jurisdiction in which the Funds are registered or
qualified for sale, or are exempt from registration or qualification as
confirmed in writing by Fund.
When operating outside of the DCC&S Fund/SERV system, each party shall, as soon
as practicable after transmittal of an instruction or confirmation, verify the
other party's receipt of such instruction or confirmation, and in the absence of
such verification such a party to whom an instruction or confirmation is sent
shall not be liable for any failure to act in accordance with such instruction
or confirmation, and the sending party may not claim that such an instruction or
confirmation was received by the other. Each party shall notify the other of any
errors, omissions or interruptions in, or delay or unavailability as promptly as
possible.
a) For those purchase orders not transmitted via the DCC&S Fund/SERV
system, the Company shall complete payment to the Trust or its
designated agent in federal funds no later than 1:00 p.m. Eastern
Time on the Business Day following the day on which the instructions
are treated as having been received by the Trust pursuant to this
Agreement.
b) For those redemption orders not transmitted via the DCC&S Fund/SERV
system, the Trust or its designated agent shall initiate payment in
federal funds no later than 1:00 p.m. Eastern Time on the Business
Day following the day on which the instructions are treated as having
been received by the Trust pursuant to this Agreement.
c) With respect to purchase and redemption orders received by the Trust
through the DCC&S Fund/SERV system on any Business Day for any Fund,
within the time limits set forth in this Agreement, settlement shall
occur consistent with the requirements of DCC&S Fund/SERV system.
At such time as the Trust and the Company are able to transmit information via
the DCC&S Fund/SERV system: the Trust or its designated agent shall send to the
Company, via the DCC&S Fund/SERV system, verification of net purchase or
redemption orders or notification of the rejection of such orders
("CONFIRMATIONS") on each Business Day for which the Company has transmitted
such orders. Such confirmations shall include the total number of shares of each
Fund held by the Company following such net purchase or redemption. The Trust,
or its designated agent, shall submit in a timely manner, such confirmations to
the DCC&S Fund/SERV system in order for the Company to receive such
confirmations no later than 11:00 a.m. Eastern Time the next Business Day. The
Trust or its designated
18
agent will transmit to the Company via DCC&S NETWORKING system those Networking
activity files reflecting account activity. In addition, within five (5)
Business Days after the end of each month, the Trust or its affiliate will send
the Company a statement of account which shall confirm all transactions made
during that particular month in the account.
PRICING ERRORS
If the Trust or its agent provides materially incorrect share net asset value
information through no fault of the Company, the Accounts shall be entitled to
an adjustment with respect to the Fund shares purchased or redeemed to reflect
the correct net asset value per share.
The determination of the materiality of any net asset value pricing error and
its correction shall be based on the prevailing error guidelines of the Funds.
In the event a Fund is required (under the then prevailing pricing error
guidelines of the Fund) to recalculate purchases and redemptions on any business
day of Shares held in an Account due to an error in calculating the net asset
value of such class of Shares (a "Pricing Error"):
(i) the Trust or its transfer agent shall promptly notify the Company in
writing of the Pricing Error, which written notice shall identify
the Fund shares, the business day(s) on which the Pricing Error(s)
occurred and the corrected net asset value of the Fund shares on
each business day.
(ii) Upon such notification, the Company shall promptly determine, for
all sub-accounts which purchased or redeemed Fund shares on each
business day on which a Pricing Error occurred, the correct number
of Fund shares purchased or redeemed using the corrected price and
the amount of transaction proceeds actually paid or received.
Following such determination, the Company shall adjust the number of
Fund shares held in each sub-account to the extent necessary to
reflect the correct number of Fund shares purchased or redeemed for
the sub-account. Following such determination, the Company shall
notify the Trust or its transfer agent of the net changes in
transactions for the relevant Account and the Trust or its transfer
agent shall make payment to the Account within sixty (60) days of
its receipt of such notification.
(iii) If, after taking into account the adjustments required by paragraph
(ii), the Company determines that some sub-account customers were
still entitled to additional redemption proceeds (a "Redemption
Shortfall"), it shall notify the Trust or its transfer agent of the
aggregate amount of the Redemption Shortfalls and provide
supporting documentation for such amount. Upon receipt of such
documentation, the Trust or its transfer agent will cause the
relevant Fund to remit to the Company additional redemption
proceeds in the amount of such Redemption Shortfalls and the
Company will apply such funds to payment of the Redemption
Shortfalls.
(iv) If, after taking into account the adjustments required by paragraph
(ii), the Company determines that a sub-account customer received
excess redemption proceeds (a "Redemption Overage"), the Company
shall, if requested by the Trust, then make such reasonable efforts,
at the expense of the Trust or its agents, to recover the money and
repay the Trust, the applicable Fund or its agents; but the Company
shall not be obligated to take legal action against Contract owners.
With respect to the material errors or omissions relating to net asset
value pricing, this section shall control over other indemnification
provisions in this Agreement.
DOCUMENTS PROVIDED BY THE COMPANY
The Company agrees to provide Trust, upon written request, any reports
indicating the number of shareholders that hold interests in the Funds and such
other information (including books and records) that Trust may reasonably
request. The Company agrees to provide Trust, upon written request, such other
information (including books and records) as may be necessary or advisable to
enable it to comply with any law, regulation or order.
19
DOCUMENTS PROVIDED BY TRUST
Within five (5) Business Days after the end of each calendar month, Trust,
Distributor, or Advisor shall provide the Company, or its designee, a monthly
statement of account, which shall confirm all transactions made during that
particular month.
IN WITNESS WHEREOF, each of the parties has caused this Schedule B to be
executed in its name and on its behalf by its duly authorized representative as
of May 1, 2004.
HARTFORD LIFE INSURANCE COMPANY, MTB GROUP OF FUNDS,
On its behalf and on behalf of each On its behalf and on behalf of each
Separate Account named in Schedule A, as Fund named in Schedule A, as may be
may be amended from time to time. amended from time to time.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxxx
------------------------------ -------------------------
Title: Xxxxx X. Xxxxxx, Title: Vice President
Senior Vice President
Date: 8/17/04 Date: 7/13/04
EDGEWOOD SERVICES, INC. MTB INVESTMENT ADVISORS, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ Xxxxxxx Xxxxx
------------------------------ -------------------------
Title: President Title: Xxxxxxx Xxxxx,
President
Date: 7/14/04 Date: July 27, 2004
20
SCHEDULE C
SERVICES PROVIDED BY THE COMPANY
Pursuant to Article V of the Agreement, the Company shall perform all
administrative and shareholder services with respect to the Contracts and plans,
including but not limited to, the following:
1. Maintaining separate records for each Contract owner, which shall reflect
the Fund shares purchased and redeemed and Fund share balances of such
Contract owners and plans. The Company will maintain accounts with each
Fund on behalf of Contract owners, and such account shall be in the name of
the Company (or its nominee) as the record owner of shares owned by such
Contract owners.
2. Disbursing or crediting to contract owners and all proceeds of redemptions
of shares of the Funds and all dividends and other distributions not
reinvested in shares of the Funds.
3. Preparing and transmitting to Contract owners, as required by law, periodic
statements showing the total number of shares owned as of the statement
closing date, purchases and redemptions of Fund shares during the period
covered by the statement and the dividends and other distributions paid
during the statement period (whether paid in cash or reinvested in Fund
shares), and such other information as may be required, from time to time,
by Contract owners.
4. Providing communication support services including providing information
about the Funds and answering questions concerning the Funds (including
questions respecting Contract owners' interests in one or more Funds).
5. Maintaining and preserving all records required by law to be maintained and
preserved in connection with providing the services for Contract owners.
6. Generating written confirmations and quarterly statements to Contract
owners.
7. Distributing to Contract owners to the extent required by applicable law,
Funds' prospectuses, proxy materials, periodic fund reports to
shareholders, notices and other materials that the Funds are required by
law or otherwise to provide to their shareholders or prospective
shareholders.
8. Transmitting purchase and redemption orders to the Trust on behalf of the
Contract owners and plans.
9. Facilitating the tabulation of Contract owners' votes in the event of a
meeting of Fund shareholders; providing information relating to the
Contacts and share balances under such Contracts to the Trust as may be
reasonably requested.
10. Administering fund transfers, dollar cost averaging, asset allocation,
portfolio rebalancing, earnings sweep, and pre-authorized deposits and
withdrawals involving the Funds.
11. Providing other services as may be agreed upon from time to time.
In consideration for the Company providing these services, the Trust and/or the
Advisor agree to pay the Company in an amount equal to the following annual fee,
based on the average daily net assets of the Funds held by the Accounts
underlying the Contracts listed below, such amounts to be paid within 30 days of
the end of each month.
For purposes of computing the payment to the Company, the Company shall compute
the average daily net assets of Shares held in the Accounts over a monthly
period by totaling such Accounts' aggregate investment (Share
21
net asset value multiplied by total number of Shares held by such Accounts) on
each Business Day during the calendar month, and dividing by the total number of
Business Days during such month. The payment to the Company shall be calculated
by the Company and communicated to the Trust and Advisor at the end of each
calendar month and will be paid to the Company within 30 days thereafter.
CONTRACT ANNUAL FEE
--------------------------------------------------------------------
Hartford Life Insurance Company Separate Account 0.25%
Two Contract Form HLVA03 (Director Ultra)
IN WITNESS WHEREOF, each of the parties has caused this Schedule C to be
executed in its name and on its behalf by its duly authorized representative as
of May 1, 2004.
HARTFORD LIFE INSURANCE COMPANY, on EDGEWOOD SERVICES, INC.
its behalf and on behalf of each
Separate Account named in Schedule
A, as may be amended from time to
time
By: By: /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------
/s/ Xxxxx X. Xxxxxx
Its: 8/17/04 Its: President
MTB GROUP OF FUNDS, on its behalf MTB INVESTMENT ADVISORS, INC.
and on behalf of each Fund named in
this Schedule A, as may be amended
from time to time
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx Xxxxx
------------------------------- ---------------------------
Xxxxxxx Xxxxx
Its: Vice President Its: President
22
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 (no abbreviations)
Fund Number
Ticker and/or Cusip Number
NAV
NAV Change from Prior Day
Prior Day NAV
Ordinary Dividend Distribution
Ordinary Dividend Distribution Change from Prior Day
Small Cap Gain Distribution
Small Cap Gain Distribution Change from Prior Day
Large Cap Gain Distribution
Large Cap Gain Distribution Change from Prior Day
Pricing Contact Name and Phone Number
Distribution Data Contact Name and Phone Number
Emergency after hours Name & Phone Number
23
SCHEDULE E
ALLOCATION OF EXPENSES
PAID BY COMPANY PAID BY THE TRUST
----------------------------------------------------------------------------------
Preparing and filing the Separate Preparing and filing the Trust's
Account's registration statement registration statement
Text composition for Separate Account Text composition for Series prospectuses
prospectus and supplements and supplements
Text alterations of Separate Account Text alterations of Series prospectuses
prospectus and supplements and supplements
Printing Separate Account prospectuses Printing Series prospectus and
and supplements for use with prospective supplements for use with existing
Contract owners; Contract owners; or if requested by
Printing Series prospectuses and Hartford, providing camera-ready film,
supplements for use with prospective computer diskettes or typeset electronic
Contract owners document files of such documents and
printing such documents for use with
existing Contract owners (1)
Text composition and printing of Text composition and printing of Trust
Separate Account statement of additional statement of additional information (1)
information
Mailing and distributing Separate Mailing and distributing Series
Account prospectuses, supplements and prospectuses, supplements and statement
statement of additional information to of additional information to existing
existing Contract owners as required by Contract owners (1)
applicable law; Printing, Mailing, and Distributing,
Mailing and distributing Separate Series and Contract Supplements and
Account prospectuses and supplements to other Communications related to Fund
prospective Contract owners; Substitutions (When not caused by
Mailing and distributing Series actions of the Company) Fund Closings,
prospectuses and supplements to Fund Mergers and other similar Fund
prospective Contract owners Transactions.
Text composition of any annual and Text composition of annual and
semi-annual reports of the Separate semi-annual reports of the Series;
Account, printing, mailing, and printing, mailing, and distributing
distributing any annual and semi-annual annual and semi-annual reports of the
reports of the Separate Account Series to existing Contract owners (1)
Text composition, printing, mailing, Text composition, printing, mailing,
distributing, and tabulation of proxy distributing, and tabulation of proxy
statements and voting instruction statements and voting instruction
solicitation materials to Contract solicitation materials to Contract
owners with respect to proxies sponsored owners with respect to proxies sponsored
by the Separate Accounts by the Series or the Trust
------------
(1) Company may choose to print the series' prospectus(es), statements of
additional information, and its semi-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 material shall be determined pro-rata based upon the page
count of the series' documents as compared to the total page count for the
combined materials containing all other funds under the contracts.
24
AMENDMENT NO. 1 TO
PARTICIPATION AGREEMENT
Among
MTB GROUP OF FUNDS,
ALPS DISTRIBUTORS, INC.,
MTB INVESTMENT ADVISORS, INC.,
and
THE HARTFORD LIFE INSURANCE COMPANY
This AMENDMENT NO. 1 TO
PARTICIPATION AGREEMENT ("Amendment No. 1") is made as
of the [17th] day of September, 2007, by and among THE HARTFORD LIFE INSURANCE
COMPANY, a Connecticut corporation ("Company"), on its own behalf and on behalf
of each segregated asset account of the Company set forth in Schedule A hereto
as may be amended from time to time (each such account hereinafter referred to
as an "Account"); MTB GROUP OF FUNDS, a Delaware statutory trust (the "Trust"),
on its behalf and on behalf of each of its series set forth in Schedule A
hereto; ALPS DISTRIBUTORS, INC., a Colorado corporation (the "Distributor") and
MTB INVESTMENT ADVISORS, INC., a registered investment adviser (the "Advisor").
WHEREAS, the Company, the Trust, and the Advisor entered into a
Participation
Agreement (the "
Participation Agreement") dated as of the 1st of May, 2004 with
EDGEWOOD SERVICES INC., a
New York corporation, as Distributor.
WHEREAS, the Company, the Trust, and the Advisor wish to replace the Distributor
in the
Participation Agreement, EDGEWOOD SERVICES, INC, with a new Distributor,
ALPS DISTRIBUTORS, INC.
WHEREAS, the Company, the Trust, the Advisor, and the Distributor wish to
include in the
Participation Agreement the following additional amendments to
comply with applicable laws and regulations.
NOW THEREFORE, the Company, the Trust, and Distributor agree to amend the
Participation Agreement with this Amendment No. 1 as follows:
1. The Distributor shall be ALPS DISTRIBUTORS, INC, a Colorado Corporation.
2. All references to EDGEWOOD SERVICES INC. throughout Schedules A, B, and C of
the
Participation Agreement are hereby deleted and replaced with ALPS
DISTRIBUTORS, INC.
3. Article V, Section 5.1 of the
Participation Agreement is amended to include
the following:
5.1 Notwithstanding the foregoing, Company acknowledges that any
compensation pursuant to a Rule 12b-1 plan to be paid by the
Distributor is paid from proceeds paid to the Distributor by the Trust
pursuant to its Rule 12b-1 plan, and to the extent the Distributor
does not receive such proceeds, for any reason, the amounts paid to
the Company will be reduced accordingly and Company waives any claim
to such compensation.
4. Article IX, Section 9.1 of the Participation Agreement is deleted in its
entirety and replaced with the following:
9.1 This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of
Colorado.
5. Article XI is amended as follows:
If to the Distributor:
ALPS Distributors, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attn.: General Counsel
6. Article XII, Section 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 12.10,
12.10(a), and 12.10(b) shall become Section 12.5, 12.6, 12.7, 12.8, 12.9, 12.10,
12.11, 12.12, 12.12(a), and 12.12(b).
7. Article XII, Section 12.3 is inserted as follows:
12.3 Each party herein represents that:
i. it will make every effort to remain in full compliance with
the Bank Secrecy Act (the "BSA"), its implementing
regulations, and the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 ("USA Patriot Act"), which
amends certain sections of the BSA and sets forth certain
other anti-money laundering ("AML") requirements; and
ii. it has developed and implemented, in order to facilitate
compliance with the anti-money laundering laws, a
comprehensive anti-money laundering compliance program,
consisting of written policies, procedures, internal controls
and systems; regular employee training and independent
auditing; and
iii. it will cooperate with each other to satisfy their
respective AML due diligence policies/procedures, which may
include annual AML compliance certifications, periodic AML
due diligence reviews and/or other requests deemed necessary
to ensure compliance with AML Regulations; and
iv. it has procedures for complying with the United Nations
Sanctions List, the United States Department of the
Treasury's Office of Foreign Assets Control ("OFAC") list of
specially designated nationals, blocked persons and
sanctioned governments, and similar sanctions lists developed
by other countries. In that regard, there are systems in
place to screen all clients and to monitor wire transfers and
other financial transactions against the OFAC list, the UN
Sanctions list and other required lists.
8. Article XII, Section 12.4 is inserted as follows:
12.4 Each party herein agrees that any Nonpublic Personal
Information, as the term is defined in SEC Regulation S-P ("Reg S-P"),
which may be disclosed by a party hereunder is disclosed for the
specific purpose of permitting the other party to perform the services
set forth in this Agreement. Each party agrees that, with respect to
such information, it will comply with Reg S-P
and any other applicable regulations and that it will not disclose any
Nonpublic Personal Information received in connection with this
Agreement or any other party, except to the extent required to carry
out the services set forth in this Agreement or as otherwise permitted
by law.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified above.
THE HARTFORD LIFE INSURANCE COMPANY, MTB GROUP OF FUNDS,
on its behalf and on behalf of each on its behalf and on behalf of each
Separate Account named in Schedule A, Fund named in Schedule a, as may be
as may be amended from time to time amended from time to time
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx Xxxxxxxx
------------------------------- ------------------------
Name: Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx
Its: Senior Vice President Its: Vice President
Date: 9/11/07 Date: 9/18/07
ALPS DISTRIBUTORS, INC. MTB INVESTMENT ADVISORS, INC.
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx O May By: /s/ Xxxxxxx X Xxxxx
------------------------------- ------------------------
Name: Xxxxxx O May Name: Xxxxxxx X Xxxxx
Its: Managing Director Its: President
Date: 10/5/07 Date: 9/18/07
AMENDMENT NO. 2
PARTICIPATION AGREEMENT
The Fund Participation Agreement (the "Agreement"), dated May 1, 2004, as
amended, by and among Hartford Life Insurance Company and Hartford Life and
Annuity Insurance Company (together the, "Company"), MTB Group of Funds (the
"Trust"), Alps Distributors, Inc., (the "Distributor") and MTB Investment
Advisors, Inc. (the "Advisor") is hereby amended as follows:
1. Hartford Life and Annuity Insurance Company is hereby added as a party
to the Agreement.
2. Article I of the Agreement is amended to include the following:
1.15 Notwithstanding anything possibly to the contrary in the
Agreement or any Rule 22c-2 Shareholder Information Agreement entered
into by the parties, the Trust hereby waives enforcement rights of fund
policies regarding market timing or frequent trading with respect to
transfers of assets into or from Company sponsored dynamic or static
asset allocation models.
3. SCHEDULE A TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND
REPLACED WITH THE ATTACHED SCHEDULE A.
An 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 MTB GROUP OF FUNDS
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx Xxxxxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx
Its: Senior Vice President Its: Vice President
Date: 4/3/05 Date: 3/17/08
1
HARTFORD LIFE AND ANNUITY INSURANCE ALPS DISTRIBUTORS, INC.
COMPANY
By its authorized officer, By its authorized officer,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxx X. Xxxxx
Its: Senior Vice President Its: Secretary
Date: 4/3/05 Date:
MTB INVESTMENT ADVISORS, INC.
By its authorized officer,
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Its: Senior Vice President
Date: 3/19/08
2
SCHEDULE A
SEPARATE ACCOUNTS AND FUNDS
SEPARATE ACCOUNTS
Hartford Life Insurance Company Separate Account Two
Hartford Life and Annuity Insurance Company Separate Account Two
FUNDS
MTB Large Cap Growth Fund II
MTB Large Cap Value Fund II
MTB Managed Allocation Fund: Aggressive Growth II
MTB Managed Allocation Fund: Conservative Growth II
MTB Managed Allocation Fund: Moderate Growth II
3