ADMINISTRATIVE SERVICES AGREEMENT
Hartford Life Insurance Company ("INSURER") and A I M Advisors, Inc. ("AIM")
(collectively, the "Parties") mutually agree to the arrangements set forth in
this Administrative Services Agreement (the "Agreement") dated as of July 2,
1998.
WHEREAS, AIM is the investment adviser to AIM Variable Insurance Funds, Inc.
(the "Fund"); and
WHEREAS, AIM has entered into an amended Master Administrative Services
Agreement ("Master Agreement"), dated May 1, 1998, with the Fund pursuant to
which it has agreed to provide, or arrange to provide, certain administrative
services, including such services as may be requested by the Fund's Board of
Directors from time to time; and
WHEREAS, INSURER issues variable life insurance policies and/or variable annuity
contracts (collectively, the "Contracts"); and
WHEREAS, INSURER has entered into a participation agreement, dated July 2, 1998
("Participation Agreement") with the Fund, pursuant to which the Fund has agreed
to make shares of certain of its portfolios ("Portfolios") available for
purchase by one or more of INSURER's separate accounts or divisions thereof
(each, a "Separate Account"), in connection with the allocation by Contract
owners of purchase payments to corresponding investment options offered under
the Contracts; and
WHEREAS, INSURER has no contractual or other legal obligation to perform the
administrative services listed on Schedule A hereto, other than pursuant to this
Agreement and the Participation Agreement; and
WHEREAS, INSURER desires to be compensated for providing such administrative
services; and
WHEREAS, AIM desires to retain the administrative services of INSURER and to
compensate INSURER for providing such administrative services;
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. ADMINISTRATIVE SERVICES; PAYMENTS THEREFOR.
(a) INSURER shall provide the administrative services set out in Schedule A
hereto and made a part hereof, as the same may be amended from time to time. For
such services, AIM agrees to pay to INSURER a quarterly fee ("Quarterly Fee")
equal to a percentage of the average daily net assets of the Fund attributable
to the Contracts issued by INSURER ("INSURER Fund Assets") at the annual rate of
0.25%.
1
(b) AIM shall calculate the Quarterly Fee at the end of each calendar quarter
and will make such payment to INSURER, without demand or notice by INSURER,
within 30 days thereafter, in a manner mutually agreed upon by the Parties from
time to time.
SECTION 2. NATURE OF PAYMENTS.
The Parties to this Agreement recognize and agree that AIM's payments hereunder
are for INSURER's services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution of Portfolio shares,
and are not otherwise related to investment advisory or Portfolio distribution
services or expenses. INSURER represents and warrants that the fees to be paid
by AIM for services to be rendered by INSURER pursuant to the terms of this
Agreement are intended to compensate the INSURER for providing services to the
Fund, and are not excessive given the value of those services to the Fund. The
parties agree that the fees to be paid hereunder are not intended to compensate
or reimburse INSURER for providing services that are paid for by fees under the
Contract.
SECTION 3. TERM AND TERMINATION.
(a) AIM may terminate this Agreement, subject to payment to INSURER of the
amount or amounts calculated pursuant to subparagraph (d) below, upon 60 days'
written notice to INSURER, only if such termination notice is as a result of the
termination of the Master Agreement between AIM and Fund or as a result of the
termination of the Participation Agreement between INSURER and FUND.
(b) INSURER may terminate this Agreement, without penalty, on 60 days' written
notice to AIM.
(c) Unless terminated pursuant to subparagraph (a) or (b) above, this Agreement
shall continue in effect for so long as AIM or its successor(s) in interest, or
any affiliates thereof, continues to perform in a similar capacity for the Fund,
and for so long as INSURER provides the services contemplated hereunder with
respect to Contracts under which values or monies are allocated to a Portfolio.
If a successor to, or affiliate of, AIM is to be substituted for AIM hereunder,
such successor or affiliate must countersign this Agreement and be equally bound
by the terms hereof, for such substitution to be permitted hereunder.
(d) Liquidated Damages:
(1) In the event AIM terminates this agreement as a result of the
termination of the Participation Agreement between INSURER and FUND
and the Master Agreement between AIM and the Fund remains in effect,
then AIM shall remain liable for all fees set forth herein for so
long as assets of Contract owners or a separate account remain
invested in a Portfolio of FUND and INSURER continues to provide the
services contemplated hereunder.
(2) In the event AIM terminates this agreement as a result of the
termination of the Master Agreement between AIM and FUND, then AIM
shall pay (i) all reasonable
2
costs incurred by INSURER in obtaining an order of the Securities and
Exchange Commission approving INSURER's substitution of Fund shares
pursuant to Section 26(b) of the Investment Company Act of 1940,
including but not limited to: outside counsel fees, costs of notifying
Contract owners of such substitution, and (ii) the fees contemplated
hereunder for services rendered by INSURER pursuant to this Agreement
pending the completion of such a substitution, but only for a period
of four months after the expiration of the 60 day notice period
hereunder.
SECTION 4. AMENDMENT.
This Agreement may be amended upon mutual agreement of the Parties in writing.
SECTION 5. NOTICES.
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered
HARTFORD LIFE INSURANCE COMPANY
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xx. 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxx, Esquire
A I M ADVISORS, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esquire
SECTION 6. MISCELLANEOUS.
(a) Successors and Assigns. This Agreement shall be binding upon the Parties and
their transferees, successors and assigns. The benefits of and the right to
enforce this Agreement shall accrue to the Parties and their transferees,
successors and assigns.
(b) Assignment. Neither this Agreement nor any of the rights, obligations or
liabilities of any Party hereto shall be assigned without the written consent of
the other Party.
(c) Intended Beneficiaries. Nothing in this Agreement shall be construed to give
any person or entity other than the Parties, as well as the Fund, any legal or
equitable claim, right or remedy. Rather, this Agreement is intended to be for
the sole and exclusive benefit of the Parties, as well as the Fund.
(d) Counterparts. This Agreement may be executed in counterparts, each of which
shall be
3
deemed an original but all of which shall together constitute one and the same
instrument.
(e) Applicable Law. This Agreement shall be interpreted, construed, and
enforced in accordance with the laws of the State of Delaware without reference
to the conflict of law principles thereof.
(f) Severability. If any portion of this Agreement shall be found to be invalid
or unenforceable by a court or tribunal or regulatory agency of competent
jurisdiction, the remainder shall not be affected thereby, but shall have the
same force and effect as if the invalid or unenforceable portion had not been
inserted.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of
first above written.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
A I M ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
4
SCHEDULE A
ADMINISTRATIVE SERVICES FOR
AIM VARIABLE INSURANCE FUNDS, INC.
INSURER shall provide certain administrative services respecting the operations
of the Fund, as set forth below. This Schedule, which may be amended from time
to time as mutually agreed upon by INSURER and AIM, constitutes an integral part
of the Agreement to which it is attached. Capitalized terms used herein shall,
unless otherwise noted, have the same meaning as the defined terms in the
Agreement to which this Schedule relates.
A. RECORDS OF PORTFOLIO SHARE TRANSACTIONS; MISCELLANEOUS RECORDS
1. INSURER shall maintain master accounts with the Fund, on behalf of each
Portfolio, which accounts shall bear the name of INSURER as the record owner of
Portfolio shares on behalf of each Separate Account investing in the Portfolio.
2. INSURER shall maintain a daily journal setting out the number of shares of
each Portfolio purchased, redeemed or exchanged by Contract owners each day, as
well as the net purchase or redemption orders for Portfolio shares submitted
each day, to assist AIM, the Fund and/or the Fund's transfer agent in tracking
and recording Portfolio share transactions, and to facilitate the computation of
each Portfolio's net asset value per share. INSURER shall promptly provide AIM,
the Fund, and the Fund's transfer agent with a copy of such journal entries or
information appearing thereon in such format as may be reasonably requested from
time to time. INSURER shall provide such other assistance to AIM, the Fund, and
the Fund's transfer agent as may be necessary to cause various Portfolio share
transactions effected by Contract owners to be properly reflected on the books
and records of the Fund.
3. In addition to the foregoing records, and without limitation, INSURER shall
maintain and preserve all records as required by law to be maintained and
preserved in connection with providing administrative services hereunder.
B. ORDER PLACEMENT AND PAYMENT
1. INSURER shall determine the net amount to be transmitted to the Separate
Accounts as a result of redemptions of each Portfolio's shares based on Contract
owner redemption requests and shall disburse or credit to the Separate Accounts
all proceeds of redemptions of Portfolio shares. INSURER shall notify the Fund
of the cash required to meet redemption payments.
2. INSURER shall determine the net amount to be transmitted to the Fund as a
result of purchases of Portfolio shares based on Contract owner purchase
payments and transfers allocated to the Separate Accounts investing in each
Portfolio. INSURER shall transmit net purchase payments to the Fund's custodian.
5
C. ACCOUNTING SERVICES
INSURER shall perform miscellaneous accounting services as may be reasonably
requested from time to time by AIM, which services shall relate to the business
contemplated by the Participation Agreement between INSURER and the Fund, as
amended from time to time. Such services shall include, without limitation,
periodic reconciliation and balancing of INSURER's books and records with those
of the Fund with respect to such matters as cash accounts, Portfolio share
purchase and redemption orders placed with the Fund, dividend and distribution
payments by the Fund, and such other accounting matters that may arise from time
to time in connection with the operations of the Fund as related to the business
contemplated by the Participation Agreement.
D. REPORTS
INSURER acknowledges that AIM may, from time to time, be called upon by the
Fund's Board of Directors ("Board"), to provide various types of information
pertaining to the operations of the Fund and related matters, and that AIM also
may, from time to time, decide to provide such information to the Board in its
own discretion. Accordingly, INSURER agrees to provide AIM with such assistance
as AIM may reasonably request so that AIM can report such information to the
Fund's Board in a timely manner. INSURER acknowledges that such information and
assistance shall be in addition to the information and assistance required of
INSURER pursuant to the Fund's mixed and shared funding SEC exemptive order,
described in the Participation Agreement.
INSURER further agrees to provide AIM with such assistance as AIM may reasonably
request with respect to the preparation and submission of reports and other
documents pertaining to the Fund to appropriate regulatory bodies and third
party reporting services.
E. FUND-RELATED CONTRACT OWNER SERVICES
INSURER agrees to provide telephonic support for Contract owners, including,
without limitation, advice with respect to inquiries about the Fund and each
Portfolio thereof (not including information about performance or related to
sales), communicating with Contract owners about Fund (and Separate Account)
performance, and assisting with proxy solicitations, specifically with respect
to soliciting voting instructions from Contract owners.
F. MISCELLANEOUS SERVICES
INSURER shall provide such other administrative support to the Fund as mutually
agreed between INSURER and AIM or the Fund from time to time. INSURER shall,
from time to time, relieve the Fund of other usual or incidental administration
services of the type ordinarily borne by mutual funds that offer shares to
individual members of the general public.
6
AMENDMENT # 1 TO
ADMINISTRATIVE SERVICES AGREEMENT
The Administrative Services Agreement (the "Agreement"), dated as of July 2,
1998, by and among Hartford Life Insurance Company and A I M Advisors, Inc. ("A
I M"), is hereby amended as follows:
The following paragraph (c) is hereby added to SECTION 1 of the Agreement:
"(c) In addition to the Quarterly Fee described in Section 1.(a) herein, AIM
shall make additional reimbursements to INSURER, upon INSURER's reasonable
request, for additional costs related to Fund-related Contract Owner Services,
as set forth in Paragraph E. of Schedule A. The additional reimbursements
described herein will not offset or in any way be in lieu of the Quarterly Fee."
PARAGRAPH E from SCHEDULE A is deleted in its entirety and replaced with the
following:
"INSURER agrees to print and distribute, in a timely manner, prospectuses,
statements of additional information, supplements thereto, periodic reports and
any other materials of the Fund required by law or otherwise to be given to its
shareholders, including, without limitation, Contract owners investing in
Portfolio shares, provided, that with respect to proxy materials, INSURER shall
bear the expenses associated with (i) text composition, printing, mailing,
distributing, and tabulating proxy materials, including voting instruction
solicitation materials, sent to policy owners with respect to proxy
solicitations related to the Account or related to matters requested by INSURER
and agreed to by the Fund, (ii) making typesetting and other customization
changes to Fund proxy materials, which changes are requested by INSURER and
agreed to by the Fund, and (iii) mailing and distributing Fund proxy materials.
INSURER further agrees to provide telephonic support for Contract owners,
including, without limitation, advice with respect to inquiries about the Fund
and each Portfolio thereof (not including information about performance or
related to sales), communicating with Contract owners about Fund (and Separate
Account) performance, and assisting with proxy solicitations, specifically with
respect to soliciting voting instructions from Contract owners."
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective as of: December 31, 2006
A I M ADVISORS, INC.
Attest: By: /s/ Xxxxxx X. Xxxxxx
------------------------- ------------------------------
Name: Name: Xxxxxx X. Xxxxxx
Title: Title: President
HARTFORD LIFE INSURANCE COMPANY
Attest: By: /s/ Xxxxxx Xxxxx
------------------------- ------------------------------
Name: Name: Xxxxxx Xxxxx
Title: Title: Senior Vice President
AMENDMENT NO. 2 TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment No. 2 (this "AMENDMENT") to the Administrative Services
Agreement, as amended (the "AGREEMENT"), dated as of July 2, 1998, as amended,
by and among AIM Advisors, Inc., the predecessor in interest to Invesco
Advisers, Inc. (formerly known as Invesco Aim Advisors, Inc.), ("INVESCO") and
Hartford Life Insurance Company (the "INSURER"), is made effective June 1, 2010.
Each of Invesco and the Insurer is individually referred to herein as a "PARTY"
and collectively as the "PARTIES".
WHEREAS, the parties desire to amend the Agreement with respect to certain
Quarterly Fee payable thereunder, among other matters;
NOW THEREFORE, in consideration of the mutual promises set forth herein, the
parties agree as follows:
All terms used and not defined herein shall have the same meaning as in the
Agreement.
1. The Agreement is amended by deleting the third 'Whereas' clause and
replacing it with the following:
"WHEREAS Insurer issues variable life insurance policies (the "VARIABLE LIFE
CONTRACTS") and/or variable annuity contracts (the "VARIABLE ANNUITY CONTRACTS"
and together with the Variable Life Contracts, collectively, the "CONTRACTS");
and"
2. The Agreement is amended by deleting Section 1(a) thereof and replacing it
with the following:
"(a) INSURER shall provide the administrative services set out in Schedule A
hereto and made a part hereof, as the same may be amended from time to time. For
such services, Invesco agrees to pay to INSURER a quarterly fee ("QUARTERLY
FEE") equal to a percentage of the average daily net assets of the Fund
attributable to the Contracts issued by INSURER ("INSURER FUND ASSETS") at (i)
an annual rate of 0.20% with respect to the Variable Annuity Contracts invested
in Series I Shares of a Fund, and (ii) an annual rate of 0.25% with respect to
the Variable Life Contracts invested in Series I and Series II Shares of a Fund.
3. The Agreement is amended by deleting Section 1(b) thereof and replacing it
with the following:
"(b) INSURER shall calculate the Quarterly Fee at the end of each calendar
quarter and provide an invoice to Invesco. Invesco will make such payments to
INSURER, without any further demand or notice by INSURER, within 30 days, in a
manner mutually agreed upon by the Parties from time to time."
4. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
1
5. This Amendment may be executed in counterparts, each of which taken together
shall constitute one and the same instrument.
INVESCO ADVISERS, INC.
Attest: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxx
------------------------------ --------------------------------
Name: Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxx
Title: Assistant Secretary Title: Senior Vice President
HARTFORD LIFE INSURANCE COMPANY
Attest: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx X. Arena
------------------------------ --------------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxx X. Arena
Title: Vice President, Annuity Title: Executive Vice President, Global
Product & Marketing Annuity
2
ADMINISTRATIVE SERVICES AGREEMENT
Hartford Life Insurance Company ("INSURER") and A I M Advisors, Inc. ("AIM")
(collectively, the "Parties") mutually agree to the arrangements set forth in
this Administrative Services Agreement (the "Agreement") dated as of September
20, 2001.
WHEREAS, AIM is the investment adviser to AIM Variable Insurance Funds (the
"Fund"); and
WHEREAS, AIM has entered into an amended Master Administrative Services
Agreement ("Master Agreement"), dated May 1, 1998, with the Fund pursuant to
which it has agreed to provide, or arrange to provide, certain administrative
services, including such services as may be requested by the Fund's Board of
Directors from time to time; and
WHEREAS, INSURER issues variable life insurance policies and/or variable annuity
contracts (collectively, the "Contracts"); and
WHEREAS, INSURER has entered into a participation agreement, dated July 2, 1998
("Participation Agreement") with the Fund, pursuant to which the Fund has agreed
to make shares of certain of its portfolios ("Portfolios") available for
purchase by one or more of INSURER's separate accounts or divisions thereof
(each, a "Separate Account"), in connection with the allocation by Contract
owners of purchase payments to corresponding investment options offered under
the Contracts; and
WHEREAS, INSURER has no contractual or other legal obligation to perform the
administrative services listed on Schedule A hereto, other than pursuant to this
Agreement and the Participation Agreement; and
WHEREAS, INSURER desires to be compensated for providing such administrative
services; and
WHEREAS, AIM desires to retain the administrative services of INSURER and to
compensate INSURER for providing such administrative services;
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. ADMINISTRATIVE SERVICES; PAYMENTS
(a) INSURER shall provide the administrative services set out in Schedule A
hereto and made a part hereof, as the same may be amended from time to time: For
such services, AIM agrees to pay to INSURER a quarterly fee ("Quarterly Fee")
equal to a percentage of the average daily net assets of the Fund attributable
to the Contracts
1
issued by INSURER ("INSURER Fund Assets") for the policies set out in Schedule B
attached hereto and made a part hereof, at the annual rate of 0.40%.
(b) AIM shall calculate the Quarterly Fee at the end of each calendar quarter
and will make such payment to INSURER, without demand or notice by INSURER,
within 30 days thereafter, in a manner mutually agreed upon by the Parties from
time to time.
SECTION 2. NATURE OF PAYMENTS.
The Parties to this Agreement recognize and agree that AIM's payments hereunder
are for INSURER's services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution of Portfolio shares,
and are not otherwise related to investment advisory or Portfolio distribution
services or expenses. INSURER represents and warrants that the fees to be paid
by AIM for services to be rendered by INSURER pursuant to the terms of this
Agreement are intended to compensate the INSURER for providing services to the
Fund, and are not excessive given the value of those services to the Fund. The
parties agree that the fees to be paid hereunder are not intended to compensate
or reimburse INSURER for providing services that are paid for by fees under the
Contract.
SECTION 3. TERM AND TERMINATION.
(a) AIM may terminate this Agreement, subject to payment to INSURER of the
amount or amounts calculated pursuant to subparagraph (d) below, upon 60 days
written notice to INSURER, only if such termination notice is as a result of the
termination of the Master Agreement between AIM and Fund or as a result of the
termination of the Participation Agreement between INSURER and FUND.
(b) INSURER may terminate this Agreement, without penalty, on 60 days written
notice to AIM.
(c) Unless terminated pursuant to subparagraph (a) or (b) above, this Agreement
shall continue in effect for so long as AIM or its successor(s) in interest, or
any affiliates thereof, continues to perform in a similar capacity for the Fund,
and for so long as INSURER provides the services contemplated hereunder with
respect to Contracts under which values or monies are allocated to a Portfolio.
If a successor to, or affiliate of, AIM is to be substituted for AIM hereunder,
such successor or affiliate must countersign this Agreement and be equally bound
by the terms hereof, for such substitution to be permitted hereunder.
(d) Liquidated Damages:
(1) In the event AIM terminates this agreement as a result of the
termination of the Participation Agreement between INSURER and FUND
and the
2
Master Agreement between AIM and the Fund remains in effect, then AIM
shall remain liable for all fees set forth herein for so long as
assets of Contract owners or a separate account remain invested in a
Portfolio of FUND and INSURER continues to provide the services
contemplated hereunder.
(2) In the event AIM terminates this agreement as a result of the
termination of the Master Agreement between AIM and FUND, then AIM
shall pay (i) all reasonable costs incurred by INSURER in obtaining
an order of the Securities and Exchange Commission approving
INSURER's substitution of Fund shares pursuant to Section 26(b) of
the Investment Company Act of 1940, including but not limited to:
outside counsel fees, costs of notifying Contract owners of such
substitution, and (ii) the fees contemplated hereunder for services
rendered by INSURER pursuant to this Agreement pending the
completion of such a substitution, but only for a period of four
months after the expiration of the 60 day notice period hereunder.
SECTION 4. AMENDMENT.
This Agreement may be amended upon mutual agreement of the Parties in writing.
SECTION 5. NOTICES.
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered
HARTFORD LIFE INSURANCE COMPANY
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xx. 00000
Facsimile: (000) 000-0000
Attention: General Counsel, Esquire
A I M ADVISORS, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esquire
SECTION 6. MISCELLANEOUS.
(a) Successors and Assigns. This Agreement shall be binding upon the Parties
and their transferees, successors and assigns. The benefits of and the right to
enforce this Agreement shall accrue to the Parties and their transferees,
successors and assigns.
(b) Assignment. Neither this Agreement nor any of the rights, obligations or
3
liabilities of any Party hereto shall be assigned without the written consent of
the other Party.
(c) Intended Beneficiaries. Nothing in this Agreement shall be construed to
give any person or entity other than the Parties, as well as the Fund, any legal
or equitable claim, right or remedy. Rather, this Agreement is intended to be
for the sole and exclusive benefit of the Parties, as well as the Fund.
(d) Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which shall together constitute one and
the same instrument.
(e) Applicable Law. This Agreement shall be interpreted, construed, and
enforced in accordance with the laws of the State of Delaware without reference
to the conflict of law principles thereof.
(f) Severability. If any portion of this Agreement shall be found to be invalid
or unenforceable by a court or tribunal or regulatory agency of competent
jurisdiction, the remainder shall not be affected thereby, but shall have the
same force and effect as if the invalid or unenforceable portion had not been
inserted.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of
first above written.
HARTFORD LIFE INSURANCE COMPANY
(ON BEHALF OF THE ACCOUNT AND ITSELF)
Attest:
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------------------- ---------------------------------
Its: Senior Vice President
AIM ADVISORS, INC.
Attest:
/s/ Xxxxx X. Xxxxxx By: /s/ [ILLEGIBLE]
--------------------------------- ---------------------------------
Its: President
4
SCHEDULE A
ADMINISTRATIVE SERVICES FOR
AIM VARIABLE INSURANCE FUNDS, INC.
INSURER shall provide certain administrative services respecting the operations
of the Fund, as set forth below. This Schedule, which may be amended from time
to time as mutually agreed upon by INSURER and AIM, constitutes an integral part
of the Agreement to which it is attached. Capitalized terms used herein shall,
unless otherwise noted, have the same meaning as the defined terms in the
Agreement to which this Schedule relates.
A. RECORDS OF PORTFOLIO SHARE TRANSACTIONS; MISCELLANEOUS RECORDS
1. INSURER shall maintain master accounts with the Fund, on behalf of each
Portfolio, which accounts shall bear the name of INSURER as the record owner of
Portfolio shares on behalf of each Separate Account investing in the Portfolio.
2. INSURER shall maintain a daily journal setting out the number of shares of
each Portfolio purchased, redeemed or exchanged by Contract owners each day, as
well as the net purchase or redemption orders for Portfolio shares submitted
each day, to assist AIM, the Fund and/or the Fund's transfer agent in tracking
and recording Portfolio share transactions, and to facilitate the computation of
each Portfolio's net asset value per share. INSURER shall promptly provide AIM,
the Fund, and the Fund's transfer agent with a copy of such journal entries or
information appearing thereon in such format as may be reasonably requested from
time to time. INSURER shall provide such other assistance to AIM, the Fund, and
the Fund's transfer agent as may be necessary to cause various Portfolio share
transactions effected by Contract owners to be properly reflected on the books
and records of the Fund.
3. In addition to the foregoing records, and without limitation, INSURER shall
maintain and preserve all records as required by law to be maintained and
preserved in connection with providing administrative services hereunder.
5
B. ORDER PLACEMENT AND PAYMENT
1. INSURER shall determine the net amount to be transmitted to the Separate
Accounts as a result of redemptions of each Portfolio's shares based on Contract
owner redemption requests and shall disburse or credit to the Separate Accounts
all proceeds of redemptions of Portfolio shares. INSURER shall notify the Fund
of the cash required to meet redemption payments.
2. INSURER shall determine the net amount to be transmitted to the Fund as a
result of purchases of Portfolio shares based on Contract owner purchase
payments and transfers allocated to the Separate Accounts investing in each
Portfolio. INSURER shall transmit net purchase payments to the Fund's custodian.
B. ACCOUNTING SERVICES
INSURER shall perform miscellaneous accounting services as may be reasonably
requested from time to time by AIM, which services shall relate to the business
contemplated by the Participation Agreement between INSURER and the Fund, as
amended from time to time. Such services shall include, without limitation,
periodic reconciliation and balancing of INSURER's books and records with those
of the Fund with respect to such matters as cash accounts, Portfolio share
purchase and redemption orders placed with the Fund, dividend and distribution
payments by the Fund, and such other accounting matters that may arise from time
to time in connection with the operations of the Fund as related to the business
contemplated by the Participation Agreement.
D. REPORTS
INSURER acknowledges that AIM may, from time to time, be called upon by the
Fund's Board of Directors ("Board"), to provide various types of information
pertaining to the operations of the Fund and related matters, and that AIM also
may, from time to time, decide to provide such information to the Board in its
own discretion. Accordingly, INSURER agrees to provide AIM with such assistance
as AIM may reasonably request so that AIM can report such information to the
Fund's Board in a timely manner. INSURER acknowledges that such information and
assistance shall be in addition to the information and assistance required of
INSURER pursuant to the Fund's mixed and shared funding SEC exemptive order,
described in the Participation Agreement.
INSURER further agrees to provide AIM with such assistance as AIM may reasonably
request with respect to the preparation and submission of reports and other
documents pertaining to the Fund to appropriate regulatory bodies and third
party reporting services.
E. FUND-RELATED CONTRACT OWNER SERVICES
INSURER agrees to print and distribute, in a timely manner, prospectuses,
statements of additional information, supplements thereto, periodic reports and
any other materials of the Fund required by law or otherwise to be given to its
shareholders,
6
including, without limitation, Contract owners investing in Portfolio, shares,
provided that with respect to proxy materials, INSURER shall bear the expenses
associated with(i) text composition, printing, mailing, distributing, and
tabulating proxy materials, including voting instruction solicitation materials,
sent to policy owners with respect to proxy solicitations related to the Account
or related to matters requested by INSURER and agreed to by the Fund, (ii)
making typesetting and other customization changes to Fund proxy materials,
which changes are requested by INSURER and agreed to by the Fund, and (iii)
mailing and distributing Fund proxy materials. INSURER further agrees to provide
telephonic support for Contract owners, including, without limitation, advice
with respect to inquiries about the Fund and each Portfolio thereof (not
including information about performance or related to sales), communicating with
Contract owners about Fund (and Separate Account) performance, and assisting
with proxy solicitations, specifically with respect to soliciting voting
instructions from Contract owners.
F. MISCELLANEOUS SERVICES
INSURER shall provide such other administrative support to the Fund as mutually
agreed between INSURER and AIM or the Fund from time to time. INSURER shall,
from time to time, relieve the Fund of other usual or incidental administration
services of the type ordinarily borne by mutual funds that offer shares to
individual members of the general public.
7
SCHEDULE B
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS (all Series of each Contract)
Nations Variable Annuity Contract
Hartford Leaders
Hartford Leaders Solution
Hartford Leaders Elite
Hartford Leaders Access
Hartford Leaders Edge
Hartford Leaders Plus
Hartford Leaders Elite Plus
Hartford Leaders Outlook
Hartford Leaders Elite Outlook
Hartford Leaders Vision
SEPARATE ACCOUNTS UTILIZING THE FUNDS
Hartford Life Separate Account Two
Hartford Life Separate Account Seven
Hartford Life and Annuity Separate Account Seven
FUNDS AVAILABLE UNDER THE CONTRACTS
AIM Variable Insurance Funds, Inc.
AIM V.I. Aggressive Growth
AIM V.I. Basic Value Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Government Securities Fund
AIM V.I. High Yield Fund
AIM V.I. International Equity Fund
AIM V.I. Mid Cap Equity Fund
AIM V.I. Value Fund
8
AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
The Administrative Services Agreement (the "Agreement"), dated as of September
20, 2001, by and among Hartford Life Insurance Company and A I M Advisors, Inc.
("AIM"), is hereby amended as follows:
The following entity is hereby added as a party to the Agreement and will be
encompassed by the defined term "INSURER" as set forth in the Agreement:
- Hartford Life and Annuity Insurance Company
The fourth "WHEREAS" clause is deleted in its entirety and replaced with the
following:
"WHEREAS, Hartford Life Insurance Company and Hartford Life and Annuity
Insurance Company have entered into participation agreements with the Fund,
dated July 2, 1998, and May 1, 2001, respectively, pursuant to which the Fund
has agreed to make shares of certain of its portfolios ("Portfolios") available
for purchase by one or more of INSURER's separate account or divisions thereof
(each, a "Separate Account"), in connection with the allocation by Contract
owners of purchase payments to corresponding investment options offered under
the Contracts; and"
SECTION 5 is deleted in its entirety and replaced with the following:
"HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile" (000) 000-0000
Attention: General Counsel
A I M ADVISORS, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: General Counsel"
SCHEDULE B is deleted in its entirety and replaced with the following:
"CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS (all Series of each Contact)
- Hartford Leaders
- Hartford Leaders Solution
- Hartford Leaders Elite
- Hartford Leaders Access
- Hartford Leaders Edge
- Hartford Leaders Plus
- Hartford Leaders Elite Plus
- Hartford Leaders Outlook
- Hartford Leaders Elite Outlook
- Hartford Leaders Vision
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: November 1, 2006
A I M ADVISORS, INC.
Attest: By: /s/ Xxxxxx X. Xxxxxx
------------------------------ ------------------------------
Name: Name: Xxxxxx X. Xxxxxx
Title: Title: President
HARTFORD LIFE INSURANCE COMPANY
Attest: By: /s/ Xxxxxx Xxxxx
------------------------------ ------------------------------
Name: Name: Xxxxxx Xxxxx
Title: Title: Senior Vice President
HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
Attest: By: /s/ Xxxxxx Xxxxx
------------------------------ ------------------------------
Name: Name: Xxxxxx Xxxxx
Title: Title: Senior Vice President
AMENDMENT # 2 TO
ADMINISTRATIVE SERVICES AGREEMENT
The Administrative Services Agreement (the "Agreement"), dated as of September
20, 2001, as amended, by and among Hartford Life Insurance Company, Hartford
Life and Annuity Insurance Company and A I M Advisors. Inc. ("AIM"), is hereby
amended as follows:
The following paragraph (c) is hereby added to SECTION 1 of the Agreement:
"(c) In addition to the Quarterly Fee described in Section 1.(a) herein,
AIM shall make additional reimbursements to INSURER, upon INSURER's
reasonable request, for additional costs related to Fund-related Contract
Owner Services, as set forth in Paragraph E. of Schedule A. The additional
reimbursements described herein will not offset or in any way be in lieu of
the Quarterly Fee."
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective as of: December 31, 2006
A I M ADVISORS, INC.
Attest: By: /s/ Xxxxxx X. Xxxxxx
---------------------------- ------------------------------
Name: Name: Xxxxxx X. Xxxxxx
Title: Title: President
HARTFORD LIFE INSURANCE COMPANY
Attest: By: /s/ Xxxxxx M Arena, Jr
---------------------------- ------------------------------
Name: Name: /s/ Xxxxxx M Arena, Jr
Title: Title: Senior Vice President
HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
Attest: By: /s/ Xxxxxx M Arena, Jr
---------------------------- ------------------------------
Name: Name: Xxxxxx M Arena, Jr
Title: Title: Senior Vice President
AMENDMENT NO. 3 TO
ADMINISTRATIVE SERVICES AGREEMENT
The Administrative Services Agreement (the "Agreement"), dated as of September
20, 2001, as amended, by and among Hartford Life Insurance Company and Hartford
Life and Annuity Insurance Company ("INSURER") and A I M Advisors, Inc., ("AIM")
is hereby amended as follows:
WHEREAS, on March 31, 2008, A I M Advisors, Inc. was renamed Invesco Aim
Advisors, Inc. All references to A I M Advisors, Inc. will hereby be deleted and
replaced with Invesco Aim Advisors, Inc.
SECTION 1 of the Agreement is hereby deleted in its entirety and replaced with
the following:
"SECTION 1. ADMINISTRATIVE SERVICES; PAYMENTS
(a) INSURER shall provide the administrative services set out in Schedule A
hereto and made a part hereof, as the same may be amended from time to time. For
such services, AIM agrees to pay to INSURER a quarterly fee ("Quarterly Fee")
equal to a percentage of the average daily net assets of the Fund attributable
to the Contracts issued by INSURER ("INSURER Fund Assets") for the policies set
out in Schedule B attached hereto and made a part hereof, at the following
annual rates:
0.40% for Series I shares of the Fund; and
0.30% for Series II shares of the Fund.
(b) AIM shall calculate the Quarterly Fee at the end of each calendar quarter
and will make such payment to INSURER, without demand or notice by INSURER,
within 30 days thereafter, in a manner mutually agreed upon by the Parties from
time to time.
(c) In addition to the Quarterly Fee described in Section 1. (a) herein, AIM
shall make additional reimbursements to INSURER, upon INSURER's reasonable
request, for additional costs related to Fund-related Contract Owner Services,
as set forth in Paragraph E. of Schedule A. The additional reimbursements
described herein will not offset or in any way be in lieu of the Quarterly Fee."
SCHEDULE B IS DELETED IN ITS ENTIRETY AND REPLACED WITH THE ATTACHED SCHEDULE B.
1
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: May 1, 2008
INVESCO AIM ADVISORS, INC.
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxx X. Xxxx
Title: Assistant Secretary Title: Senior Vice President
HARTFORD LIFE INSURANCE COMPANY
Attest: By: /s/ Xxxxxx Xxxxx
------------------------------ ------------------------------
Name: Name: Xxxxxx Xxxxx
Title: Title: Senior Vice President
HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
Attest: By: /s/ Xxxxxx Xxxxx
------------------------------ ------------------------------
Name: Name: Xxxxxx Xxxxx
Title: Title: Senior Vice President
2
SCHEDULE B
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS (all Series of each Contract)
Hartford Leaders
Hartford Leaders Solution
Hartford Leaders Elite
Hartford Leaders Access
Hartford Leaders Edge
Hartford Leaders Plus
Hartford Leaders Elite Plus
Hartford Leaders Outlook
Hartford Leaders Elite Outlook
Hartford Leaders Vision
The Director
3
AMENDMENT NO. 4 TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment No. 4 (this "AMENDMENT") to the Administrative Services
Agreement, as amended (the "AGREEMENT"), dated as of September 20, 2001 by and
among Hartford Life Insurance Company and Hartford Life and Annuity Insurance
Company (collectively the "INSURER") and Invesco Advisers, Inc., ("INVESCO"), is
made effective June 1, 2010.
WHEREAS, the Parties desire to amend the Agreement certain terms of the
Agreement;
NOW THEREFORE, in consideration of the mutual promises set forth herein, the
parties agree as follows:
All terms used and not defined herein shall have the same meaning as in the
Agreement.
1. The Agreement is amended by deleting Section 1(a) thereof and replacing it
with the following:
"(a) INSURER shall provide the administrative services set out in Schedule
A hereto and made a part hereof, as the same may be amended from time to
time. For such services, Invesco agrees to pay to INSURER the quarterly fee
("QUARTERLY FEE") set out on Schedule B hereto, equal to a percentage of
the average daily net assets of the Fund attributable to the Contracts
issued by INSURER ("INSURER FUND ASSETS")."
2. The Agreement is amended by deleting Section 1(b) thereof and replacing it
with the following:
"(b) INSURER shall calculate the Quarterly Fee at the end of each calendar
quarter and provide an invoice to Invesco. Invesco will make such payments
to INSURER, without any further demand or notice by INSURER, within 30
days, in a manner mutually agreed upon by the Parties from time to time."
3. Schedule B to the Agreement is deleted in its entirety and replaced with the
Schedule B attached hereto and made a part of the Agreement.
4. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
5. This Amendment may be executed in counterparts, each of which taken together
shall constitute one and the same instrument.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
1
INVESCO ADVISERS, INC.
Attest: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxx
------------------------------ ------------------------------
Name: Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxx
Title: Assistant Secretary Title: Senior Vice President
HARTFORD LIFE INSURANCE COMPANY
Attest: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx X. Arena
------------------------------ ------------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxx X. Arena
Title: Vice President, Annuity Title: Executive Vice President,
Product & Marketing Global Annuity
HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
Attest: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx X. Arena
------------------------------ ------------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxx X. Arena
Title: Vice President, Annuity Title: Executive Vice President,
Product & Marketing Global Annuity
2
SCHEDULE B
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS (all Series of each Contract)
0.30% FOR SERIES II OF THE FUNDS
Hartford's Personal Retirement Manager
Hartford Leaders 4-5
The Director
0.40% FOR SERIES I SHARES OF THE FUNDS; AND
0.25% FOR SERIES II SHARES OF THE FUNDS.
Hartford Leaders 1-3
Director M
Hartford Leaders VUL Joint Legacy (HL-HLA)
Hartford Leaders VUL Legacy (HL-HLA)
Hartford Leaders VUL Liberty (HL-HLA)
Hartford Quantum II (HL-HLA)
Hartford Quantum Life (HL-HLA)
Hartford VUL Last Survivor (HL-HLA)
Hartford Stag Accumulator (HL-HLA)
Hartford Artisan (HL)
Hartford Stag Protector (HL-HLA)
Hartford Stag Variable Life (HL-HLA)
Hartford Stag Variable Life Last Survivor (HL-HLA)
Hartford Stag Wall Street VUL
Hartford Select Dimensions Life (HL-HLA) (All Funds with the exception of the
Invesco V.I. Select Dimensions Funds)
0.20% FOR SERIES I OF THE FUNDS; AND
0.20% FOR SERIES II SHARES OF THE FUNDS.
Hartford Select Leaders (HL-HLA)
Hartford Select Leaders LS (HL-HLA)
Hartford Select Dimensions (HL-HLA)
Hartford Select Dimensions Life (HL-HLA) (Invesco V.I. Select Dimension Funds
Only)
0.25% FOR SERIES I OF THE FUNDS
OMNISOURCE (HL-HLA)
3
ADMINISTRATIVE SERVICES AGREEMENT
Hartford Life and Annuity Insurance Company ("INSURER") and AIM Advisors, Inc.
("AIM") (collectively, the "Parties") mutually agree to the arrangements set
forth in this Administrative Services Agreement (the "Agreement") dated as of
May 1, 2002.
WHEREAS, AIM is the investment adviser to AIM Variable Insurance Funds, Inc.
(the "Fund"); and
WHEREAS, AIM has entered into an amended Master Administrative Services
Agreement ("Master Agreement"), dated May 1, 1998, with the Fund pursuant to
which it has agreed to provide, or arrange to provide, certain administrative
services, including such services as may be requested by the Fund's Board of
Trustees from time to time; and
WHEREAS, INSURER issues variable life insurance policies and/or variable annuity
contracts (collectively, the "Contracts"); and
WHEREAS, INSURER has entered into a participation agreement, dated May 1, 2001
("Participation Agreement") with the Fund, pursuant to which the Fund has agreed
to make shares of certain of its portfolios ("Portfolios") available for
purchase by one or more of INSURER's separate accounts or divisions thereof
(each, a "Separate Account"), in connection with the allocation by Contract
owners of purchase payments to corresponding investment options offered under
the Contracts; and
WHEREAS, INSURER has no contractual or other legal obligation to perform the
administrative services listed on Schedule A hereto, other than pursuant to this
Agreement and the Participation Agreement; and
WHEREAS, INSURER desires to be compensated for providing such administrative
services; and
WHEREAS, AIM desires to retain the administrative services of INSURER and to
compensate INSURER for providing such administrative services;
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. ADMINISTRATIVE SERVICES; PAYMENT THEREFOR
(a) INSURER shall provide the administrative services set out in Schedule A
hereto and made a party hereof, as the same may be amended from time to time.
For such services, AIM agrees to pay to INSURER a quarterly fee ("Quarterly
Fee") equal to a percentage of the average daily net assets of the Fund
attributable to the Contracts issued by INSURER ("INSURER Fund Assets") at the
annual rate of 0.25%.
(b) AIM shall calculate the Quarterly Fee at the end of each calendar quarter
and will make such payment to INSURER, without demand or notice by INSURER,
without 30 days thereafter, in a manner mutually agreed upon by the Parties from
time to time.
SECTION 2. NATURE OF PAYMENTS
The Parties to this Agreement recognize and agree that AIM's payments hereunder
are for INSURER's services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution of Portfolio shares,
and are not otherwise related to investment advisory or Portfolio distribution
services or expenses. INSURER represents and warrants that the fees to be paid
by AIM for services to be rendered by INSURER pursuant to the terms of this
Agreement are intended to compensate the INSURER for providing services to the
Fund, and are not excessive given the value of those services to the Fund. The
parties agree that the fees to be paid hereunder are not intended to compensate
or reimburse INSURER for providing services that are paid for by fees under the
Contract.
SECTION 3. TERM AND TERMINATION
(a) AIM may terminate this Agreement, subject to payment to INSURER of the
amount or amounts calculated pursuant to subparagraph (d) below, upon 60 days'
written notice to INSURER, only if such termination notice is as a result of
termination of the Master Agreement between AIM and the Fund or as a result of
the termination of the Participation Agreement between INSURER and the Fund.
(b) INSURER may terminate this Agreement, without penalty, on 60 days' written
notice to AIM.
(c) Unless terminated pursuant to subparagraph (a) or (b) above, this Agreement
shall continue in effect for so long as AIM or its successor(s) in interest, or
any affiliates thereof, continues to perform in a similar capacity for the Fund,
and for so long as INSURER provides the services contemplated hereunder with
respect to Contracts under values or monies allocated to a Portfolio. If a
successor to, or affiliate of, AIM is to be substituted for AIM hereunder, such
successor or affiliate must countersign this Agreement and be equally bound by
the terms hereof, for such substitution to be permitted hereunder.
(d) Liquidated Damages:
(1) In the event AIM terminates this Agreement as a result of the
termination of the Participation Agreement between INSURER and the
Fund and the Master Agreement between AIM and the Fund remains in
effect, then AIM shall remain liable for all fees set forth herein
for so long as assets of Contract owners or a separate account
remain invested in a Portfolio of the Fund and INSURER continues to
provide the services contemplated hereunder.
(2) In the event AIM terminates this Agreement as a result of the
termination of the Master Agreement between AIM and the Fund, then
AIM shall pay (i) reasonable costs incurred by INSURER in obtaining
an order of the Securities and Exchange Commission
2
approving INSURER's substitution of Fund shares pursuant to Section 26(b)
of the Investment Company Act of 1940, including but not limited to:
outside counsel fees, costs of notifying Contract owners of such
substitution, and (ii) the fees contemplated hereunder for services
rendered by INSURER pursuant to this Agreement pending the completion of
such a substitution, but only for a period of four months after the
expiration of the 60 day notice period hereunder.
SECTION 4. AMENDMENT
This Agreement may be amended upon mutual agreement of the Parties in writing.
SECTION 5 NOTICES
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxxxx X. Xxxxxx, Esquire
A I M ADVISORS, INC.
XX Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esquire
SECTION 6. MISCELLANEOUS
(a) Successors and Assigns. This Agreement shall be binding upon the Parties
and their transferees, successors and assign. The benefits of and the right to
enforce this Agreement shall accrue to the Parties and their transferees,
successors and assigns.
(b) Assignment. Neither this Agreement nor any of the rights, obligations or
liabilities of any Party hereto shall be assigned without the written consent of
the other Party.
(c) Intended Beneficiaries. Nothing in this Agreement shall be construed to
give any person or entity other than the Parties, as well as the Fund, any legal
or equitable claim, right or remedy. Rather, this Agreement is intended to be
for the sole and exclusive benefit of the Parties, as well as the Fund.
(d) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall together constitute one
and the same instrument.
3
(e) Applicable Law. This Agreement shall be interpreted, construed, and
enforced in accordance with the laws of the State of Delaware without reference
to the conflict of law principles thereof.
(f) Severability. If any portion of this Agreement shall be found to be
invalid or unenforceable by a court or tribunal or regulatory agency of
competent jurisdiction, the remainder shall not be affected thereby, but shall
have the same force and effect as if the invalid or unenforceable portion had
not been inserted.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of
first above written.
HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
-----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Vice President
A I M ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
4
SCHEDULE A
ADMINISTRATIVE SERVICES FOR
AIM VARIABLE INSURANCE FUNDS, INC.
INSURER shall provide certain administrative services respecting the operations
of the Fund, as set forth below. This Schedule, which may be amended from time
to time as mutually agreed upon by INSURER and AIM, constitutes an integral part
of the Agreement to which it is attached. Capitalized terms used herein shall,
unless otherwise noted, have the same meaning as the defined terms in the
Agreement to which this Schedule relates.
A. RECORDS OF PORTFOLIO SHARE TRANSACTIONS; MISCELLANEOUS RECORDS
1. INSURER shall maintain master accounts with the Fund, on behalf of each
Portfolio, which accounts shall bear the name of INSURER as the record owner of
Portfolio shares on behalf of each Separate Account investing in the Portfolio.
2. INSURER shall maintain a daily journal setting out the number of shares of
each Portfolio purchased, redeemed or exchanged by Contract owners each day, as
well as the net purchase or redemption orders for Portfolio shares submitted
each day, to assist AIM, the Fund and/or the Fund's transfer agent in tracking
and recording Portfolio share transactions, and to facilitate the computation of
each Portfolio's net asset value per share. INSURER shall promptly provide AIM,
the Fund, and the Fund's transfer agent with a copy of such journal entries or
information appearing thereon in such format as may be reasonably requested from
time to time. INSURER shall provide such other assistance to AIM, the Fund, and
the Fund's transfer agent as may be necessary to cause various Portfolio share
transactions effected by Contract owners to be properly reflected on the books
and records of the Fund.
3. In addition to the foregoing records, and without limitation, INSURER shall
maintain and preserve all records as required by law to be maintained and
preserved in connection with providing administrative services hereunder.
B. ORDER PLACEMENT AND PAYMENT
1. INSURER shall determine the net amount to be transmitted to the Separate
Accounts as a result of redemptions of each Portfolio's shares based on Contract
owner redemption requests and shall disburse or credit to the Separate Accounts
all proceeds of redemptions of Portfolio shares. INSURER shall notify the Fund
of the cash required to meet redemption payments.
2. INSURER shall determine the net amount to be transmitted to the Fund as a
result of purchases of Portfolio shares based on Contract owner purchase
payments and transfers
5
allocated to the Separate Accounts investing in each Portfolio. INSURER shall
transmit net purchase payments to the Fund's custodian.
C. ACCOUNTING SERVICES
INSURER shall perform miscellaneous accounting services as may be reasonably
requested from time to time by AIM, which services shall relate to the business
contemplated by the Participation Agreement between INSURER and the Fund, as
amended from time to time. Such services shall include, without limitation,
periodic reconciliation and balancing of INSURER's books and records with those
of the Fund with respect to such matters as cash accounts, Portfolio share
purchase and redemption orders placed with the Fund, dividend and distribution
payments by the Fund, and such other accounting matters that may arise from time
to time in connection with the operations of the Fund as related to the business
contemplated by the Participation Agreement.
D. REPORTS
INSURER acknowledges that AIM may, from time to time, be called upon by the
Fund's Board of Trustees ("Board"), to provide various types of information
pertaining to the operations of the Fund and related matters, and that AIM also
may, from time to time, decide to provide such information to the Board in its
own discretion. Accordingly, INSURER agrees to provide AIM with such assistance
as AIM may reasonably request so that AIM can report such information to the
Fund's Board in a timely manner. INSURER acknowledges that such information and
assistance shall be in addition to the information and assistance required of
INSURER pursuant to the Fund's mixed and shared funding SEC exemptive order,
described in the Participation Agreement.
INSURER further agrees to provide AIM with such assistance as AIM may reasonably
request for the preparation and submission of reports and other documents
pertaining to the Fund to appropriate regulatory bodies and third party
reporting services.
E. FUND-RELATED CONTRACT OWNER SERVICES
INSURER agrees to provide telephonic support for Contract owners, including,
without limitation, advice with respect to inquiries about the Fund and each
Portfolio thereof (not including information about performance or related to
sales), communicating with Contract owners about Fund (and Separate Account)
performance, and assisting with proxy solicitations, specifically with respect
to soliciting voting instructions from Contract owners.
6
F. MISCELLANEOUS SERVICES
INSURER shall provide such other administrative support to the Fund as mutually
agreed upon between INSURER and AIM or the Fund from time to time. INSURER
shall, from time to time, relieve the Fund of other usual or incidental
administration services of the type ordinarily borne by mutual funds that offer
shares to individual members of the general public.
7
AMENDMENT # 1 TO
ADMINISTRATIVE SERVICES AGREEMENT
The Administrative Services Agreement (the "Agreement"), dated as of May 1,
2002, by and among Hartford Life and Annuity Insurance Company and A I M
Advisors, Inc. ("AIM"), is hereby amended as follows:
The following paragraph (c) is hereby added to SECTION 1 of the Agreement:
"(c) In addition to the Quarterly Fee described in Section 1.(a) herein, AIM
shall make additional reimbursements to INSURER, upon INSURER's reasonable
request, for additional costs related to Fund-related Contract Owner Services,
as set forth in Paragraph E. of Schedule A. The additional reimbursements
described herein will not offset or in any way be in lieu of the Quarterly Fee."
PARAGRAPH E from SCHEDULE A is deleted in its entirety and replaced with the
following:
"INSURER agrees to print and distribute, in a timely manner, prospectuses,
statements of additional information, supplements thereto, periodic reports and
any other materials of the Fund required by law or otherwise to be given to its
shareholders, including, without limitation, Contract owners investing in
Portfolio shares, provided, that with respect to proxy materials, INSURER shall
bear the expenses associated with (i) text composition, printing, mailing,
distributing, and tabulating proxy materials, including voting instruction
solicitation materials, sent to policy owners with respect to proxy
solicitations related to the Account or related to matters requested by INSURER
and agreed to by the Fund, (ii) making typesetting and other customization
changes to Fund proxy materials, which changes are requested by INSURER and
agreed to by the Fund, and (iii) mailing and distributing Fund proxy materials.
INSURER further agrees to provide telephonic support for Contract owners,
including, without limitation, advice with respect to inquiries about the Fund
and each Portfolio thereof (not including information about performance or
related to sales), communicating with Contract owners about Fund (and Separate
Account) performance, and assisting with proxy solicitations, specifically with
respect to soliciting voting instructions from Contract owners."
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective as of: December 31, 2006
A I M ADVISORS, INC.
Attest: By: /s/ Xxxxxx X. Xxxxxx
------------------------------ ------------------------------
Name: Name: Xxxxxx X. Xxxxxx
Title: Title: President
HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
Attest: By: /s/ Xxxxxx Xxxxx
------------------------------ ------------------------------
Name: Name: Xxxxxx Xxxxx
Title: Title: Senior Vice President
