Exhibit 23(h)(vii) on Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FUND PARTICIPATION AGREEMENT
among
HUNTINGTON VA FUNDS,
HUNTINGTON ASSET ADVISORS, INC.,
EDGEWOOD SERVICES, INC.
and
HARTFORD LIFE INSURANCE COMPANY
TABLE OF CONTENTS
ARTICLE I. FUND SHARES..............................................2
ARTICLE II. GENERAL DUTIES..........................................5
ARTICLE III. REPRESENTATIONS AND WARRANTIES.........................6
ARTICLE IV. PROSPECTUSES; REPORTS TO SHAREHOLDERS
AND PROXY STATEMENTS; VOTING............................8
ARTICLE V. SALES MATERIAL AND INFORMATION...........................9
ARTICLE VI. DIVERSIFICATION........................................10
ARTICLE VII. POTENTIAL CONFLICTS...................................10
ARTICLE VIII. INDEMNIFICATION......................................12
ARTICLE IX. APPLICABLE
LAW.........................................18
ARTICLE X.
TERMINATION.............................................18
ARTICLE XI.
NOTICES................................................20
ARTICLE XII.
MISCELLANEOUS.........................................21
FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made as of the 1st day of November, 2003 by
and among Hartford Life Insurance Company, a Connecticut
corporation ("Hartford"), on its behalf and on behalf of each
separate account set forth on Schedule A attached as it may be
amended from time to time (the "Separate Accounts"); Huntington
VA Funds, a Massachusetts business trust (the "Trust"), on its
behalf and on behalf of each of its series set forth on Schedule
B attached as it may be amended from time to time (the "Funds");
Edgewood Services, Inc., a New York corporation (the
"Distributor") and Huntington Asset Advisors, Inc., a registered
investment adviser (the "Adviser").
.......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 by insurance
companies for life insurance policies and annuity contracts; and
.......WHEREAS, the Distributor is registered as a broker/dealer
under the Securities Exchange Act of 1934, as amended (the "1934
Act"), is a member in good standing of the National Association
of Securities Dealers, Inc. (the "NASD") and serves as principal
underwriter of the shares of the Trust; and
.......WHEREAS, the Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended, and serves
as the investment adviser to the Trust; and
WHEREAS, Hartford is an insurance company which has
registered or will register the variable annuities and/or
variable life insurance policies listed on Schedule A attached as
may be amended from time to time under the Securities Act of 1933
(the "1933 Act") and the Investment Company Act of 1940 (the
"1940 Act") to be issued by it for distribution (the "Contracts");
and
.......WHEREAS, the Trust intends to make available shares of the
Funds to the Separate Accounts of Hartford; and
.......WHEREAS, to the extent permitted by applicable insurance
laws and regulations, the Separate Accounts wish to purchase
shares of the Funds to serve as an investment medium for the
Contracts funded by the Separate Accounts, and the Distributor is
authorized to sell shares of the Funds; and
WHEREAS, the Fund shares may be made available to separate
accounts of one or more insurance companies that fund variable
annuity contracts or variable life insurance policies, subject to
receipt of any required relief pursuant to an exemptive order
from the Securities and Exchange Commission ("SEC"), granting
exemptions from the provisions of various sections of the 1940
Act and Rules thereunder, to the extent necessary to permit
shares of the Funds to be sold to and held by variable annuity
and variable life insurance separate accounts of life insurance
companies that may or may not be affiliated with one another
(hereinafter the "Mixed and Shared Funding Exemptive Order");
.......
.......NOW, THEREFORE, in consideration of their mutual promises,
Hartford, the Trust, the Distributor and the Adviser agree as
follows:
ARTICLE I. FUND SHARES
1.1...The Trust and the Distributor agree to make shares of the
Funds available for purchase on each Business Day (as defined
below) by the Separate Accounts. Each Fund will execute orders
placed for each Separate Account on a daily basis at the net
asset value next computed after receipt and acceptance by the
Trust or its designee of such order.
A. For purposes of this Agreement, Hartford shall be the
designee of the Trust for receipt of orders from each Separate
Account and receipt by Hartford constitutes receipt by the Trust,
provided that the Distributor receives notice of orders by 8:30
a.m. (Eastern time) on the next following Business Day.
B. For purposes of this Agreement, "Business Day" shall mean
each day on which the New York Stock Exchange is open for trading
and on which each Fund calculates its net asset value pursuant to
the rules of the Securities and Exchange Commission ("SEC") as
set forth in the Trust's registration statement on Form N-1A (the
"Registration Statement").
1.2 The Trust agrees to make available on each Business Day
shares of the Funds for purchase at the applicable net asset
value per share by the Separate Accounts; provided, however, that
the Board of Trustees of the Trust (the "Board"), acting in good
faith and in the exercise of its fiduciary responsibilities, may
refuse to permit the Trust 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 over the sale of shares or if the
Board determines that such action is necessary in the best
interests of the shareholders of any Fund.
1.3 The Trust and Distributor agree that shares of the Funds
will be sold only to insurance companies, for use in conjunction
with variable life insurance policies or variable annuities to
separate accounts of insurance companies, and to other persons
consistent with the diversification rules under Section 817(h) of
the Internal Revenue Code of 1986, as amended (the "Code"), and
the regulations thereunder. No shares of the Funds will be sold
to the general public unless otherwise permitted by the Mixed and
Shared Funding Exemptive Order and any applicable provisions of
the Code.
1.4 The Trust agrees to redeem for cash, upon receipt of a
request for redemption that is complete and meets all applicable
legal requirements from Hartford on any Business Day, any full or
fractional shares of the Funds held by the Separate Accounts at
the net asset value next computed after receipt by the Trust or
its designee of the request for redemption, except that the Trust
reserves the right to suspend redemptions temporarily to the
extent permitted under the 1940 Act.
A. For purposes of this Agreement, Hartford shall be the
designee of the Trust for receipt of redemption requests from
each Separate Account and receipt by Hartford constitutes receipt
by the Trust, provided that the Distributor receives notice of
the redemption request by 8:00 a.m. (Eastern time) on the next
following Business Day. Hartford agrees to submit such orders
electronically through secured trading systems as described on
Schedule C to this Agreement or, if it is unable to submit orders
electronically, Hartford shall submit such orders through manual
transmissions using the procedures described in Schedule C to
this Agreement.
1.5 Hartford agrees that purchases and redemptions of Fund
shares shall be made in accordance with the provisions of the
then current prospectuses of the Funds.
A. Hartford 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.
B. Unless otherwise specified in Schedule C, Hartford
shall pay for shares of the Funds on the next Business Day after
Hartford's receipt of an order to purchase shares of a Fund, and
payment shall be in federal funds transmitted by wire.
C. In the event of net redemptions, a Fund shall pay the
redemption proceeds in federal funds transmitted by wire on the
next Business Day after Hartford's receipt of an order to redeem
shares.
1.6 Issuance and transfer of a Fund's shares will be by book
entry only. Share certificates will not be issued to Hartford or
any Separate Account. Shares purchased will be recorded in an
appropriate title for each Separate Account or the appropriate
sub-account of each Separate Account. The Trust shall furnish to
Hartford the CUSIP number assigned to each Fund identified in
Schedule B attached as may be amended from time to time.
1.7 The Trust or its designee shall notify Hartford in advance
of any dividends or capital gain distributions payable on a
Fund's shares, but by no later than same day notice by 6:00 p.m.
Eastern time (by wire or telephone, followed by written
confirmation). Hartford elects to receive all such dividends and
capital gain distributions in additional shares of the paying
Fund. The Trust or its agent shall notify Hartford of the number
of shares issued as payment of dividends and distributions.
Hartford reserves the right to revoke this election and to
receive all such dividends and capital gain distributions in cash.
1.8 Unless otherwise specified in Schedule C, the Trust or its
agent shall advise Hartford on each Business Day of the net asset
value per share for each Fund 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.
A. If the Trust or its agent provides materially incorrect
share net asset value information through no fault of Hartford,
the Separate 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.
B. The determination of the materiality of any net asset
value pricing error and its correction shall be based on the
SEC's recommended guidelines regarding these errors. Any material
error in the calculation or reporting of net asset value per
share, dividend or capital gain information shall be reported
promptly to Hartford upon discovery. The Trust and/or its agents
shall indemnify and hold harmless Hartford against any amount
Hartford is legally required to pay qualified plans ("Plans") or
Contract owners, and which amount is due to the Trust's or its
agents' material miscalculation and/or incorrect reporting of the
daily net asset value, dividend rate or capital gains
distribution rate. Hartford shall submit an invoice to the Trust
or its agents for such losses incurred as a result of the above
which shall be payable within sixty (60) days of receipt. Should
a material miscalculation by the Trust or its agents result in a
gain to Hartford, Hartford shall immediately reimburse the Trust
or its agents for any amount lost by the Trust or its agents as a
result of the incorrect calculation. Should a material
miscalculation by the Trust or its agents result in a gain to the
Plans or Contract owners, Hartford will consult with the Trust or
its designee as to what reasonable efforts shall be made to
recover the money and repay the Trust or its agents. Hartford
shall then make such reasonable effort, at the expense of the
Trust or its agents, to recover the money and repay the Trust or
its agents; but Hartford shall not be obligated to take legal
action against the Plans or 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.
ARTICLE II. GENERAL DUTIES
2.1 Hartford shall take all such actions as are necessary under
applicable federal and state law to permit the sale of the
Contracts issued by Hartford, including registering each Separate
Account as an investment company to the extent required under the
1940 Act, and registering the Contracts or interests in the
Separate 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.
2.2 Hartford shall make every effort to maintain the treatment
of the Contracts issued by Hartford 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,
Hartford 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.
2.3 Hartford or its agents shall offer and sell the Contracts in
accordance with applicable provisions of the 1933 Act, the 1934
Act, the 1940 Act, the NASD Rules of Fair Practice, and state
insurance law respecting the offering of variable life insurance
policies and variable annuity contracts.
2.4 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.
2.5 During such time as the Trust engages in activities that
require a Mixed and Shared Funding Exemptive Order, a majority of
the Trust's Board shall consist of persons who are not
"interested persons" of the Trust ("Independent Trustees"), 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,
except that if this provision of this Article 2.5 is not met by
reason of the death, disqualification, or bona fide 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.
2.6 As long as pass through voting is required by the SEC, and
provided it is consistent with their fiduciary duties, Hartford
and its agents will not in any way recommend any proposal in
opposition to, or oppose or interfere with, any proposal
submitted by the Trust at a meeting of owners of Contracts or
shareholders of the Funds, and will in no way recommend any
proposal in opposition to, or oppose or interfere with, the
solicitation of proxies by the Trust of shares held by Contract
owners, without the prior written consent of the Trust.
2.7 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.
ARTICLE III. REPRESENTATIONS AND WARRANTIES
3.1 Hartford represents and warrants that:
A. The Contracts or the interests in the Separate Accounts
under such Contracts are or prior to issuance will be registered
as securities under the 1933 Act unless exempt and that the
registrations will be maintained to the extent required by law.
B. The Contracts will be issued in compliance with all
applicable federal and state laws and regulations.
C. Hartford is a life insurance company duly organized and
in good standing under Connecticut law and that it is taxed as an
insurance company under applicable provisions of the Code.
D. Hartford has legally and validly established each
Separate Account prior to any issuance or sale as a segregated
asset account under the Connecticut Insurance Code and has
registered or, prior to any issuance or sale of the Contracts,
will register and will maintain the Registration of each Separate
Account as a unit investment trust in accordance with the 1940
Act, and each of the Separate Accounts is a validly existing
separate account under the applicable federal and state law.
E. The Contracts are treated as annuity contracts under
applicable provisions of the Code. Hartford will make every
effort to maintain such treatment and will notify the Trust and
the Adviser immediately in writing upon having a reasonable basis
for believing that the Contracts have ceased to be treated as
such or might not be treated as such in the future.
3.2 The Trust and the Distributor represent and warrant that:
A. Fund shares sold pursuant to this Agreement shall be
registered under the 1933 Act and the regulations thereunder to
the extent required.
B. Fund shares shall be duly authorized for issuance in
accordance with the laws of each jurisdiction in which shares
will be offered.
C. Fund shares shall be offered in compliance with all
applicable federal and state securities laws and regulations.
D. The Trust is or will be registered under the 1940 Act
and the regulations thereunder to the extent required.
E. The Trust shall amend the Registration Statement for
Fund 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.
3.3 The Trust and the Adviser represent and warrant that each
Fund will qualify as a Regulated Investment Company under
Subchapter M of the Code. The Trust and Adviser will make every
effort to maintain such qualification and that both will notify
Hartford immediately in writing upon having a reasonable basis
for believing that the Trust has ceased to qualify or that the
Trust might not qualify in the future. In the event the Trust
ceases to so qualify, it will immediately take all steps
necessary (a) to notify Hartford of such event and (b) where
available, achieve compliance within any grace period afforded
under the Code.
3.4 The Trust represents and warrants that:
A. The Trust is duly organized and validly existing under
the laws of the Commonwealth of Massachusetts.
B. The Trust does and will comply in all material respects
with the 1940 Act.
C. If the Trust determines that it is necessary, the Trust
will obtain prior to sale or issuance of the Contracts, 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 to be sold
to and held by variable insurance product separate accounts of
both affiliated and unaffiliated life insurance companies.
3.5 The Distributor represents and warrants that:
A. It is and shall remain duly registered under all
applicable federal and state laws and regulations necessary for
the performance of its obligations to the Trust and Hartford and
that it will perform its obligations to the Trust and Hartford in
compliance with the laws and regulations and any applicable state
and federal laws and regulations.
ARTICLE IV. PROSPECTUSES; REPORTS TO SHAREHOLDERS
AND PROXY STATEMENTS; VOTING
4.1 The Trust, at its expense, will print and provide Hartford
with as many copies of each Fund's current prospectus and
statement of additional information as Hartford may reasonably
request to deliver to existing Contract owners. At Hartford's
request, the Trust will provide, in lieu of the printed
prospectuses, camera-ready film or computer diskettes containing
a Fund's prospectus and statement of additional information or
electronic files of the same for printing by Hartford at the
Trust's expense. If Hartford chooses to receive camera-ready
film, computer diskettes or electronic files in lieu of receiving
printed copies of a Fund's prospectus and statement of additional
information, the Trust shall bear the cost of providing the
information in that format. Hartford will deliver, at the
Trust's expense, such prospectuses, and statements of additional
information to existing Contract owners as required under
applicable law.
A. Hartford may elect to print a Fund's prospectus and/or
its statement of additional information in combination with the
prospectuses and statements of additional information of other
registered investment companies. In such event, the Trust shall
bear its pro rata share of printing expenses based on the number
of combined printed pages.
4.2 Hartford, at its expense, will print the Contract prospectus
for use with prospective owners of Contracts.
4.3 The Trust, at its expense, will provide Hartford with
printed or electronic copies of its reports to shareholders, and
other communications to shareholders in such quantity as Hartford
shall reasonably require for distributing, at the Trust's
expense, to Contract owners.
4.4 The Trust will provide Hartford with copies of its proxy
solicitations. Hartford, at its own expense, will, to the extent
required by law, (a) distribute proxy materials to eligible
Contract owners, (b) solicit voting instructions from eligible
Contract owners, (c) vote the Fund shares in accordance with
instructions received from Contract owners; and (d) if required
by law, vote Fund shares for which no instructions have been
received in the same proportion as shares of the Fund for which
instructions have been received.
A. To the extent permitted by applicable laws and subject
to Article 2.6, Hartford reserves the right to vote Fund shares
held in any Separate Account in its own right.
4.5 The Trust will comply with all provisions and
interpretations of the 1940 Act and the rules thereunder
requiring voting by shareholders.
4.6 If and during the time as the Trust engages in activities
that require a Mixed and Shared Funding Exemptive Order, the
Trust shall disclose in its prospectus that (1) the Funds are
intended to be a funding vehicle 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 Hartford that
prospectus disclosure may be appropriate regarding potential
risks of offering shares of the Funds to separate accounts
funding both variable annuity contracts and variable life
insurance policies and to separate accounts funding Contracts of
unaffiliated life insurance companies.
ARTICLE V. SALES MATERIAL AND INFORMATION
5.1 Hartford shall furnish, or shall cause to be furnished, to
the Trust and the Adviser at least ten (10) Business Days prior
it is use, each piece of sales literature or other promotional
material prepared by Hartford in which the Trust (or any Fund in
the Trust), the Adviser or the Distributor is described. No
sales literature or other promotional material will be used if
the Trust, the Adviser, or the Distributor reasonably objects to
its use within ten (10) Business Days after receipt by the Trust
or the Adviser.
5.2 Hartford and its affiliates and agents will not, without the
permission of the Trust, give any information or make any
representations or statements on behalf of the Trust or Adviser
or concerning the Funds, the Trust or the Adviser, in connection
with the advertising or sale of the Contracts, other than
information or representations contained in: (a) the Trust's
Registration Statement or any Fund prospectus, (b) reports to
shareholders, (c) proxy statements for the Funds, or, (d) sales
literature or other promotional material approved by the Trust.
5.3 The Trust or Adviser shall furnish, or shall cause to be
furnished, to Hartford or its designee at least ten (10) Business
Days prior to its use, each piece of sales literature or other
promotional material prepared by the Trust or the Adviser in
which Hartford, the Contracts or Separate Accounts, are
described. No sales literature or other promotional material
will be used if Hartford reasonably objects to its use within ten
(10) Business Days after receipt by Hartford.
5.4 Neither the Trust, the Adviser nor the Distributor will,
without the permission of Hartford, give any information or make
any representations or statements on behalf of Hartford, the
Contracts, or the Separate Accounts or concerning Hartford, the
Contracts or the Separate Accounts, in connection with the
advertising or sale of the Contracts, other than the information
or representations contained in: (a) the registration statement
or prospectus for the Contracts, (b) reports to shareholders, (c)
in sales literature or other promotional material approved by
Hartford.
5.5 The Trust will provide to Hartford 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 or other promotional materials, applications for
exemptions and requests for no-action letters, and all
amendments, that relate to the Trust or its shares, promptly
after the filing of such document with the SEC or other
regulatory authority.
5.6 With respect to the Contracts listed on Schedule A attached
as may be amended from time to time, Hartford will provide to the
Trust upon request all registration statements, prospectuses,
statements of additional information and amendments and
supplements thereto which are filed with the SEC on or after the
date of this Agreement, all reports, solicitations for voting
instructions, sales literature or other promotional materials,
applications for exemptions, and requests for no action letters,
and all amendments thereto.
5.7 For purposes of this Agreement, the phrase "sales literature
or other promotional material" includes, but is not limited to,
advertisements (such as material published, or designed for use
in a newspaper, magazine, or other periodical, radio, television,
telephone or tape recording, videotape display, signs or
billboards, motion pictures, computerized media, Web site or
other public media), sales literature or other promotional
material (i.e. any written communication distributed or made
generally available to customers or the public, including
brochures, circulars, information provided on a Web site,
research reports, market letters, form letters, seminar texts,
reprints or excerpts of any other advertisement, sales literature
or other promotional material, or published article), educational
or training materials or other communications distributed or made
generally available to some or all agents or employees (but not
including materials exclusively used internally by licensed
representatives).
ARTICLE VI. DIVERSIFICATION
6.1 The Trust and the Adviser represent and warrant that, at all
times, they will comply with Section 817(h) of the Code, the
regulations promulgated thereunder, and any Internal Revenue
Service guidance, relating to the diversification requirements
for variable annuity, endowment, or life insurance contracts and
any amendments or other modifications to such statutory,
regulatory or administrative authority. In the event a Fund
ceases to so qualify, the Trust and the Adviser will immediately
take all steps necessary (a) to notify Hartford of such event and
(b) to adequately diversify the Fund so as to achieve compliance
within the period afforded by Treasury Regulation 817-5.
ARTICLE VII. POTENTIAL CONFLICTS
If and during the time that the Trust engages in activities
that require a Mixed and Shared Funding Exemptive Order, the
parties shall comply with the conditions in this Article VII.
7.1 The Board will monitor the Trust for the existence of any
material irreconcilable conflict (1) between the interests of
owners of variable annuity contracts and variable life insurance
policies, and (2) between the interests of owners of Contracts
issued by different participating life insurance companies that
invest in the Trust.
A. The Board shall promptly inform Hartford if it
determines that a material irreconcilable conflict exists and the
implications thereof. A material irreconcilable conflict may
arise for a variety of reasons, including: (a) an action by any
state insurance regulatory authority; (b) a change in applicable
federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action
or interpretive letter, or any similar action by insurance, tax,
or securities regulatory authorities; (c) an administrative or
judicial decision in any relevant proceeding; (d) the manner in
which the investments of any Fund are being managed; (e) a
difference in voting instructions given by variable annuity and
variable life insurance Contract owners; or (f) disregard of a
Contract owner's voting instructions.
7.2 Hartford will report any potential or existing material
irreconcilable conflict of which it is aware to the Board. This
includes, but is not limited to, an obligation by Hartford to
inform the Board whenever Contract owner voting instructions are
disregarded. Hartford will be responsible for assisting the
Board in carrying out its responsibilities under any Mixed and
Shared Funding Exemptive Order, or, if the Trust is engaged in
mixed funding or shared funding in reliance on Rule 6e-2,
6e-3(T), or any other regulation under the 1940 Act, Hartford
will be responsible for assisting the Board in carrying out its
responsibilities under such regulation, by providing the Board
with access to all information reasonably necessary for the Board
to consider any issues raised. Hartford shall carry out its
responsibility under this Article 7.2 with a view only to the
interests of the Contract owners.
7.3 If it is determined by a majority of the Trust's Board, or a
majority of its Independent Trustees, that a material
irreconcilable conflict exists due to issues relating to the
Contracts, Hartford will, at its expense and to the extent
reasonably practicable, take whatever steps it can which are
necessary to remedy or eliminate the material irreconcilable
conflict, including, without limitation, withdrawal of the
affected Separate Account's investment in the Funds. No charge
or penalty will be imposed as a result of such withdrawal.
7.4 Hartford and the Adviser, at least annually, will submit to
the Board such reports, materials or data as the Board may
reasonably request so that the Board may fully carry out the
obligations imposed upon them. All reports received by the Board
of potential or existing conflicts, and all Board action with
regard to determining the existence of a conflict, and
determining whether any proposed action adequately remedies a
conflict, shall be properly recorded in the minutes of the Board
or other appropriate records, and such minutes or other records
shall be made available to the SEC upon request.
ARTICLE VIII. indemnification
8.1 Indemnification by Hartford
A. Hartford agrees to indemnify and hold harmless the
Distributor, the Adviser, the Trust and each of its directors,
trustees, officers, employees and agents and each person, if any,
who controls the Trust within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" and
individually, the "Indemnified Party" for purposes of this
Article 8.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the
written consent of Hartford, which consent shall not be
unreasonably withheld) or expenses (including the reasonable
costs of investigating or defending any alleged loss, claim,
damage, liability or expense and reasonable legal counsel fees
incurred in connection therewith) (collectively, "Losses"), to
which the Indemnified Parties may become subject under any
statute or regulation, or at common law or otherwise, insofar as
such Losses are related to the offer, sale or acquisition of Fund
shares or the Contracts or to the operation of the Separate
Accounts and:
1. Arise out of or are based upon any untrue
statements or alleged untrue statements of any material fact
contained in a registration statement, prospectus or other
disclosure document for the Contracts or in the Contracts
themselves or in sales literature generated or approved by
Hartford on behalf of the Contracts or Separate Accounts (or any
amendment or supplement to any of the foregoing) (collectively,
"Company Documents"), 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 indemnity 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 was accurately derived from information furnished to Hartford
by or on behalf of the Trust for use in Company Documents or
otherwise for use in connection with the offer or sale of the
Contracts or Fund shares; or
2. Arise out of or result from statements or
representations (other than statements or representations
contained in and accurately derived from Fund Documents as
defined in Article 8.2(A)(1) not supplied by Hartford or persons
under its control) or wrongful conduct of Hartford or persons
under its control, with respect to the offer, sale, acquisition
or distribution of the Contracts or Fund shares; or
3. Arise out of or result from any untrue statement
or alleged untrue statement of a material fact contained in Fund
Documents as defined in Article 8.2(A)(1) 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 statement or omission was made in reliance
upon and accurately derived from information furnished by or on
behalf of Hartford; or
4. Arise out of or result from any failure by
Hartford to provide the services or furnish the materials
required under the terms of this Agreement; or
5. Arise out of or result from any material breach of
any representation and/or warranty made by Hartford in this
Agreement or arise out of or result from any other material
breach of this Agreement by Hartford, as limited by and in
accordance with the provisions of Articles 8.1(B) and 8.5 hereof.
B. Hartford 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 Adviser, the Trust or the
Distributor, whichever is applicable.
8.2 Indemnification by the Distributor
A. The Distributor agrees to indemnify and hold harmless
the Trust, the Adviser and Hartford and each of their respective
trustees, directors, officers, employees and agents and each
person, if any, who controls the Trust, the Adviser or Hartford,
respectively, within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" and individually, an
"Indemnified Party" for purposes of this Article 8.2) against any
and all losses, claims, damages, liabilities (including amounts
paid in settlement with written consent from the Distributor,
which consent shall not be unreasonably withheld) or expenses
(including the reasonable costs of investigating or defending any
losses, claims, damages, liabilities or expenses and reasonable
legal counsel fees incurred in connection therewith)
(collectively, "Losses") to which the Indemnified Parties may
become subject under any statute or regulation, at common law or
otherwise, insofar as such Losses are related to the sale or
acquisition of the Fund's shares or the Contracts and:
1. Arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in a registration statement, prospectus or sales
literature of the Trust (or any amendment or supplement to any of
the foregoing) (collectively, the "Fund Documents") 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 indemnity 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 or Trust or the designee
of either by or on behalf of the Indemnified Party for use in
Fund Documents or otherwise for use in connection with the offer
or sale of the Contracts or Fund shares; or
2. Arise out of or result from statements or
representations (other than statements or representations
contained in Company Documents 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 offer, sale or
distribution of the Contracts or Fund shares; or
3. Arise out of or result from any untrue statement
or alleged untrue statement of a material fact contained in
Company Documents, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statement or statements therein not
misleading, if such statement or omission was made in reliance
upon information furnished to Hartford by or on behalf of the
Distributor; or
4. Arise out of or result from any failure by the
Distributor to provide the services and furnish the materials
under the terms of this Agreement; or
5. 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 Articles 8.2(B) and 8.5 hereof.
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 Hartford or the
Separate Account, whichever is applicable.
8.3 Indemnification by the Trust
A. The Trust agrees to indemnify and hold harmless
Hartford and each of its trustees, directors, officers, employees
and agents and each person, if any, who controls Hartford within
the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" and individually, an "Indemnified Party" for
purposes of this Article 8.3) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with
written consent from the Trust, which consent shall not be
unreasonably withheld) or expenses (including the reasonable
costs of investigating or defending any losses, claims, damages,
liabilities or expenses and reasonable legal counsel fees
incurred in connection therewith) (collectively, "Losses") to
which the Indemnified Parties may become subject under any
statute or regulation, at common law or otherwise, insofar as
such Losses are related to the sale or acquisition of the Fund's
shares or the Contracts and:
1. Arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in Fund Documents 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 indemnity 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
or Trust or designee of either by or on behalf of Hartford for
use in Fund Documents or otherwise for use in connection with the
sale of the Contracts or Fund shares; or
2. Arise out of or result from statements or
representations (other than statements or representations
contained in Company Documents not supplied by the Distributor or
persons under its control) or wrongful conduct of the Trust, or
persons under its control, with respect to the sale or
distribution of the Contracts or Fund shares; or
3. Arise out of or result from any untrue statement
or alleged untrue statement of a material fact contained in
Company Documents, 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 Trust; or
4. Arise out of or result from any failure by the
Trust to provide the services and furnish the materials under the
terms of this Agreement; or
5. Arise out of or result from any material breach of
any representation and/or warranty made by the Trust in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Trust, as limited by and in
accordance with the provisions of Articles 8.3(B) and 8.5 hereof.
B. The Trust 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 Hartford or the
Separate Accounts, whichever is applicable.
8.4 Indemnification by the Adviser
A. The Adviser agrees to indemnify and hold harmless
Hartford, the Trust or the Distributor and each of their
trustees, directors, officers, employees and agents and each
person, if any, who controls Hartford, the Trust and the
Distributor, respectively, within the meaning of Section 15 of
the 1933 Act (collectively, the "Indemnified Parties" and
individually, an "Indemnified Party" for purposes of this Article
8.4) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with written consent from
the Adviser, which consent shall not be unreasonably withheld) or
expenses (including the reasonable costs of investigating or
defending any losses, claims, damages, liabilities or expenses
and reasonable legal counsel fees incurred in connection
therewith) (collectively, "Losses") to which the Indemnified
Parties may become subject under any statute or regulation, at
common law or otherwise, insofar as such Losses are related to
the sale or acquisition of the Fund's shares or the Contracts and;
1. Arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
provided by the Adviser and contained in a Fund Document or arise
out of or are based upon the omission or the alleged omission to
state therein a material fact about the Adviser required to be
stated therein or necessary to make the statements therein not
misleading, provided that this indemnity 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 Adviser or Trust or
the designee of either by or on behalf of Hartford for use in
Fund Documents or otherwise for use in connection with the sale
of the Contracts or Fund shares; or
2. Arise out of or result from statements or
representations (other than statements or representations
contained in Company Documents not supplied by the Adviser or
persons under its control) or wrongful conduct of the Adviser or
persons under its control, with respect to the sale or
distribution of the Contracts or Fund shares; or
3. Arise out of or result from any untrue statement
or alleged untrue statement of a material fact contained in
Company Documents, 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 Adviser; or
4. Arise out of or result from any failure by the
Adviser to provide the services and furnish the materials under
the terms of this Agreement; or
5. Arise out of or result from any material breach of
any representation and/or warranty made by the Adviser in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Adviser, as limited by and in
accordance with the provisions of Articles 8.4(B) and 8.5 hereof.
B. The Adviser 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 Hartford or the
Separate Accounts, whichever is applicable.
8.5 Notice of Indemnification; Retention of Counsel
A. Any party seeking indemnification (each a "Potential
Indemnitee") shall promptly notify any party from whom it intends
to seek indemnification (each a "Potential Indemnitor") of all
demands made and/or actions commenced against the Potential
Indemnitee which may require a Potential Indemnitor to provide
such indemnification. A Potential Indemnitor shall not be liable
under this indemnification provision with respect to any claim
made against a Potential Indemnitee unless such Potential
Indemnitee shall have notified the Potential Indemnitor 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 Potential Indemnitee (or after such
Potential Indemnitee shall have received notice of such service
on any designated agent), but failure to notify the Potential
Indemnitor of any such claim shall not relieve the Potential
Indemnitor from any liability which it may have to the Potential
Indemnitee against whom such action is brought otherwise than on
account of this indemnification provision.
B. In case any such action is brought against a Potential
Indemnitee, the Potential Indemnitor shall be entitled to
participate, at its own expense, in the defense of such action.
The Potential Indemnitor also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in
the action. After notice from the Potential Indemnitor to such
party of the Potential Indemnitor's election to assume the
defense thereof, the Potential Indemnitee shall bear the fees and
expenses of any additional counsel retained by it, and the
Potential Indemnitor will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred
by such party independently in connection with the defense
thereof other than reasonable costs of investigation.
8.6 With respect to any claim for indemnification made under
this Agreement, the parties each shall give the other reasonable
access during normal business hours to its books, records, and
employees and those books, records, and employees within its
control pertaining to such claim, and shall otherwise cooperate
with one another in the defense of any claim. Regardless of
which party defends a particular claim, the defending party shall
give the other parties written notice of any significant
development in the case as soon as practicable, and such other
party, at all times, shall have the right to intervene in the
defense of the case.
8.7 If a party is defending a claim and indemnifying one or more
parties to this Agreement, and: (i) a settlement proposal is
made by the claimant, or (ii) the defending party desires to
present a settlement proposal to the claimant, then the defending
party promptly shall notify the other party or parties to this
Agreement being indemnified of such settlement proposal together
with its counsel's recommendation. If the defending party
desires to enter into the settlement and any of the other parties
fails to consent within five (5) Business Days (unless such
period is extended, in writing, by mutual agreement of the
parties hereto), then each such other party withholding consent,
from the time it fails to consent forward, shall defend the claim
and shall further indemnify the defending party and other
remaining parties subject to this Agreement, if any, for all
costs associated with the claim which are in excess of the
proposed settlement amount.
Regardless of which party is defending the claim: (i) if a
settlement requires an admission of liability by the
non-defending party or would require the non-defending party to
either take action (other than purely ministerial action) or
refrain from taking action (due to an injunction or otherwise) (a
"Specific Performance Settlement"), the defending party may agree
to such settlement only after obtaining the express, written
consent of the non-defending party. If a non-defending party
fails to consent to a Specific Performance Settlement, the
consequences described in the last sentence of the first
paragraph of this Article 8.7 shall not apply.
8.8 The parties shall use good faith efforts to resolve any
dispute concerning this indemnification obligation. Should those
efforts fail to resolve the dispute, the ultimate resolution
shall be determined in a de novo proceeding, separate 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). The prevailing party in such a proceeding shall
be entitled to recover reasonable attorneys' fees, costs, and
expenses.
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
Connecticut.
9.2 This Agreement, its terms and definitions, shall be subject
to the provisions of the 1933, 1934 and 1940 Acts, and the rules
and regulations and rulings thereunder, including such exemptions
from those statutes, rules and regulations as the SEC may grant.
ARTICLE X. TERMINATION
10.1 This Agreement may be terminated without penalty:
A. By any party for any reason upon six months' advance
written notice delivered to all of the other parties, it being
understood that no party may give notice under this provision
until one (1) year from the effective date of this Agreement; or
B. By Hartford by written notice to the Trust, the Adviser
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
vehicle of the Contracts issued or to be issued by Hartford; or
C. By Hartford upon written notice to the Trust 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
D. By Hartford upon 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 this
Agreement; or
E. By Hartford upon institution of formal proceedings
against the Trust, the Adviser or the Distributor by the NASD,
the SEC, or any state securities or insurance department or any
other regulatory body; or
F. By the Distributor, the Adviser or the Trust upon
written notice to Hartford with respect to any Separate Account
in the event that such Separate Account ceases to be qualified as
a segregated asset account under the Connecticut Insurance Code;
or
G. By the Distributor, the Adviser or the Trust upon
written notice with respect to any Separate Account in the event
that effective registration as a unit investment trust under the
1940 Act for such Separate Account is not maintained; or
H. By the Distributor, the Adviser or the Trust in the
event that the Contracts cease to be treated as annuity contracts
under the applicable provisions of the Code; or
I. By the Distributor, the Adviser or the Trust in the
event that effective registration or exemption from registration
under the 1933 Act of the Contracts is not maintained; or
J. By the Distributor or the Trust upon institution of
formal proceedings against Hartford or its agent by the NASD, the
SEC, or any state securities or insurance department or any other
regulatory body regarding Hartford's duties under this Agreement
or related to the sale of the Contracts issued by Hartford, the
operation of the Separate Accounts, or the purchase of shares of
the Funds; or
K. By any party to the Agreement upon a determination by a
majority of the Board, or a majority of its Independent Trustees,
that a material irreconcilable conflict, as described in Article
VII hereof, exists; or
L. 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
M. By either the Adviser or the Distributor in the event
of a termination of either of their contracts with 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.
10.2 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 Articles 10.1(E) and
(J) hereof. Hartford 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(M) hereof.
10.3 Effect of Termination
A. Notwithstanding any termination of this Agreement, the
Trust and the Distributor shall at the option of Hartford,
continue to make available additional shares of the Funds, for
the limited purposes set forth in this Section 10.3(A), pursuant
to the terms and conditions of this Agreement, for all Contracts
in effect on the effective date of termination of this Agreement
(the "Existing Contracts") unless such further sale of Fund
shares is proscribed by law, regulation or applicable regulatory
body. Specifically, without limitation, the owners of the
Existing Contracts will be permitted to reinvest dividends in the
Funds, direct allocation and reallocation of investments in the
Funds, redeem investments in the Funds and invest in the Funds
through additional purchase payments.
B. Hartford agrees not to redeem Fund shares attributable
to the Contracts except (i) as necessary to implement Contract
owner initiated or approved transactions, or (ii) as required by
state and/or federal laws or regulations or judicial or other
legal precedent of general application or (iii) as permitted by
an order of the SEC pursuant to Section 26(h) of the 1940 Act.
Upon request, Hartford will promptly furnish to the Trust the
opinion of counsel for Hartford to the effect that any redemption
pursuant to clause (ii) above is a legally required redemption.
C. In addition to the foregoing, Article VIII
Indemnification, Article IX and Article 12.1 shall survive any
termination of this Agreement.
10.4 Notwithstanding the termination of this Agreement,
Huntington will continue to pay service fees in accordance with
Article 1.9 so long as net assets of Hartford or a Separate
Account remain in a Fund and Hartford continues to provide
services, provided such continued payment is in accordance with
applicable law and regulation.
ARTICLE XI. NOTICES
11.1 Any notice shall be sufficiently given when sent by
registered or certified mail to the other party at the address of
such party set forth below or at such other address as such party
may from time to time specify in writing to the other party.
If to the Trust: With a copy to:
The Huntington-VA Funds Xxxxxx Xxxxxxxxxx, Esq.
c/o The Huntington National Bank Ropes & Xxxx
00 Xxxxx Xxxx Xxxxxx Xxxxx 000 Xxxx
Xxxxxxxx, Xxxx 00000 0000 X Xxxxxx, XX
Xxxx: Xxxxxxxxx Xxxxxxxxxx, XX 00000-0000
If to the Distributor:
Edgewood Services, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Secretary
If to the Adviser: With a copy to:
Huntington Asset Advisors, Inc. Xxxxxx Xxxxxxxxxx,
Esq.
00 Xxxxx Xxxx Xxxxxx Xxxxx & Xxxx
Xxxxxxxx, Xxxx 00000 Suite 800 East
Attn: Chief Investment Officer 0000 X Xxxxxx, XX
Xxxxxxxxxx, XX 00000-0000
If to Hartford: With a copy to:
Hartford Life Insurance Co. Hartford Life Insurance
Co.
000 Xxxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxx
00000
Attn: Xxxxxx X. Xxxxx Attn: Xxxxxxxxx Xxxxxx,
General Counsel
ARTICLE XII. MISCELLANEOUS
12.1 Subject to the requirements of legal process and regulatory
authority, each party will 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
parties and, except as permitted by this Agreement or as required
by any governmental agency, regulator or other authority, shall
not without the express written consent of the affected party
disclose, disseminate or utilize such names and addresses and
other confidential information until such time as it may come
into the public domain. 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.
12.2 The captions in this Agreement are included for convenience
of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or
effect.
12.3 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one
and the same instrument.
12.4 If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
12.5 Each party 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 (and other parties) reasonable
access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the
transactions contemplated hereby.
12.6 The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all
rights, remedies and obligations at law or in equity, which the
parties hereto are entitled to under state and federal laws.
12.7 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.
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.
HARTFORD LIFE INSURANCE COMPANY, EDGEWOOD SERVICES, INC.
on its behalf and on behalf of
each Separate Account named in
Schedule A, as may be amended from
time to time
By: /s/ illegible signature By: /s/ Xxxxxxx X. Xxxxx, Xx.
Name: Name: Xxxxxxx X. Xxxxx, Xx.
Its: Its: Vice President
HUNTINGTON VA FUNDS, on its behalf HUNTINGTON ASSET ADVISORS, INC.
and on behalf of each Fund named
in this Schedule B, as may be
amended from time to time
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ B. Xxxxxxxx Xxxxxxx
Name: Xxxxxx X. Xxxxxxx Name: B. Xxxxxxxx Xxxxxxx
Its: Vice President Its: President
SCHEDULE A,
dated as of November 1, 2003
SEPARATE ACCOUNTS AND CONTRACTS
----------------------------------------------------------------------
Name of Separate Account Contract Funded by Separate Account
----------------------------------------------------------------------
----------------------------------------------------------------------
HLIC Separate Account Two o The Huntington Director
Variable Annuity (all series)
o Huntington Director Outlook
Variable Annuity (all series)
----------------------------------------------------------------------
----------------------------------------------------------------------
HLIC Separate Account Seven o Xxxxxxxxxx Xxxxxxxx Leaders
Outlook Variable Annuity (all
series)
----------------------------------------------------------------------
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 the date specified above.
HARTFORD LIFE INSURANCE COMPANY, EDGEWOOD SERVICES, INC.
on its behalf and on behalf of
each Separate Account named in
Schedule A, as may be amended from
time to time
By: /s/ illegible signature By: /s/ Xxxxxxx X. Xxxxx, Xx.
Name: Name: Xxxxxxx X. Xxxxx, Xx.
Its: Its: Vice President
HUNTINGTON VA FUNDS, on its behalf HUNTINGTON ASSET ADVISORS, INC.
and on behalf of each Fund named
in this Schedule B, as may be
amended from time to time
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ B. Xxxxxxxx Xxxxxxx
Name: Xxxxxx X. Xxxxxxx Name: B. Xxxxxxxx Xxxxxxx
Its: Vice President Its: President
SCHEDULE B,
dated as of November 1, 2003
Participating Funds CUSIP Number
Huntington VA Income Equity Fund 446771107
Huntington VA Growth Fund 446771206
Huntington VA Dividend Capture Fund 446771305
Huntington VA Mid Corp America 446771503
Huntington VA New Economy Fund 446771602
Huntington VA Rotating Index Fund 446771701
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 the date specified above.
HARTFORD LIFE INSURANCE COMPANY, EDGEWOOD SERVICES, INC.
on its behalf and on behalf of
each Separate Account named in
Schedule A, as may be amended from
time to time
By: /s/ illegible signature By: /s/ Xxxxxxx X. Xxxxx, Xx.
Name: Name: Xxxxxxx X. Xxxxx, Xx.
Its: Its: Vice President
HUNTINGTON VA FUNDS, on its behalf HUNTINGTON ASSET ADVISORS, INC.
and on behalf of each Fund named
in this Schedule B, as may be
amended from time to time
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ B. Xxxxxxxx Xxxxxxx
Name: Xxxxxx X. Xxxxxxx Name: B. Xxxxxxxx Xxxxxxx
Its: Vice President Its: President
SCHEDULE C
Subject to the terms and conditions of this Agreement, Hartford
shall be appointed to, and agrees to act, as a limited agent of
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 regular
trading each Business Day. A "Business Day" is defined in
Article 1.1(B) of the Agreement. Except as particularly stated
in this paragraph, Hartford shall have no authority to act on
behalf of Trust or to incur any cost or liability on its behalf.
Until such time as Trust and Hartford are able to utilize the
National Securities Clearing Corporation ("NSCC") Defined
Contribution Clearing and Settlement ("DCC&S") Fund/SERV system:
Trust will use its best efforts to provide to Hartford 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.
Hartford 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. Orders derived from, and in amounts
equal to, instructions received by Hartford prior to the Close of
Trading on the New York Stock Exchange on any Business Day ("Day
1") shall be transmitted without modification (except for netting
or aggregating such orders) to Trust by 8:30 a.m. Eastern Time on
the next Business Day. Such trades will be effected at the net
asset value of each Fund's shares calculated as of the Close of
Trading on Day 1. Trust will not accept any order made on a
conditional basis or subject to any delay or contingency.
Until such time as Trust and Hartford are able to utilize 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, Hartford shall complete payment to Trust
or its designated agent in federal funds no later than 3:00
P.M. on the Business Day following the day on which the
instructions are treated as having been received by Trust
pursuant to this Agreement.
b) For those redemption orders not transmitted via the
DCC&S Fund/SERV system, Trust or its designated agent shall
initiate payment in federal funds no later than 3:00 P.M. on
the Business Day following the day on which the instructions
are treated as having been received by Trust pursuant to
this Agreement.
At such time as Trust and Hartford are able to transmit
information via the NSCC's DCC&S Fund/SERV System:
a) Orders derived from, and in amounts equal to,
instructions received by Hartford prior to the Close of
Trading on Day 1 shall be transmitted without modification
(except for netting and aggregation of such orders) via the
NSCC's DCC&S Fund/SERV system to Trust no later than 5:00
a.m. Eastern Time on the Next Business Day. Such trades
will be effected at the net asset value of each Fund's
shares calculated as of the Close of Trading on Day 1.
b) Trust and Hartford shall mutually agree there may be
instances when orders shall be transmitted to Trust via
facsimile no later than 8:30 a.m. rather than through the
DCC&S Fund/SERV system. In such instances, such orders
shall be transmitted to Trust via facsimile no later than
8:30 a.m. Eastern Time on the next Business Day.
c) With respect to purchase and redemption orders received by
Trust 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 Trust and Hartford are able to transmit
information via the DCC&S Fund/SERV system: Trust or its
designated agent shall send to Hartford, 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 Hartford has transmitted such
orders. Such confirmations shall include the total number of
shares of each Fund held by Hartford following such net purchase
or redemption. Trust, or its designated agent, shall submit in a
timely manner, such confirmations to the DCC&S Fund/SERV system
in order for Hartford to receive such confirmations no later than
11:00 a.m. Eastern Time the next Business Day. Trust or its
designated agent will transmit to Hartford 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, Trust or its affiliate will send Hartford a
statement of account which shall confirm all transactions made
during that particular month in the account.
Documents and Other Materials
Documents Provided by Hartford
Hartford 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. Hartford 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.
Documents Provided by Trust
Within five (5) Business Days after the end of each calendar
month, Trust, Distributor, or Adviser shall provide Hartford, or
its designee, a monthly statement of account, which shall confirm
all transactions made during that particular month.month.
