RETAIL FUND PARTICIPATION AGREEMENT
AMONG
XXXXXXX INVESTMENT COMPANY
XXXXXXX FINANCIAL SERVICES, INC.
AND
HARTFORD LIFE INSURANCE COMPANY
HARTFORD SECURITIES DISTRIBUTION COMPANY
THIS AGREEMENT, made and entered into as of this 21st day of April, 2009 by and
among Hartford Life Insurance Company (hereinafter, the "COMPANY"), a stock life
insurance company organized under the laws of Connecticut, on its own behalf and
on behalf of each separate account of the Company set forth on SCHEDULE A hereto
as may be amended from time to time by the parties hereto (each account
hereinafter referred to as an "ACCOUNT"), Hartford Securities Distribution
Company ("HSD"), Xxxxxxx Investment Company, a business trust organized under
the laws of the Commonwealth of Massachusetts (hereinafter the "FUND"), and
Xxxxxxx Financial Services, Inc. (hereinafter the "UNDERWRITER"), a Washington
corporation.
WHEREAS, the beneficial interest in the Fund is divided into several series of
shares, each designated a "PORTFOLIO" and representing the interest in a
particular managed portfolio of securities and other assets;
WHEREAS, the Fund is registered as an open-end management investment company
under the Investment Company Act of 1940 Act (the "1940 ACT") and shares of the
Portfolios are registered under the Securities Act of 1933, as amended (the
"1933 ACT");
WHEREAS, the Fund's investment adviser, Xxxxxxx Investment Management Company
(the "ADVISER") is duly registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and any applicable state securities laws;
WHEREAS, the Company issues certain group variable funding agreements and group
variable annuity contracts ("CONTRACTS") in connection with retirement plan
intended to meet the qualification requirements of Section 457, 401 and 403b of
the Internal Revenue Code (the "PLANS")
WHEREAS, each Account is duly established and maintained as a separate account,
established by resolution of the Board of Directors of the Company, on the date
shown for such Account on SCHEDULE A hereto, to set aside and invest assets
attributable to the aforesaid Contracts;
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act, unless exempt therefrom;
WHEREAS, HSD is an affiliate of the Company, a broker-dealer registered with the
SEC under the Securities Exchange Act of 1934, as amended ("1934 ACT"), a member
in good standing of the Financial Industry Regulatory Authority ("FINRA") and is
the principal underwriter of the Contracts;
WHEREAS, the Underwriter is registered as a broker-dealer with the SEC under the
1934 Act, and is a member in good standing of FINRA;
WHEREAS, to the extent permitted by applicable laws and regulations, the Company
intends to purchase shares of the Portfolios listed in SCHEDULE A hereto, as it
may be amended from time to time by mutual written agreement ("DESIGNATED
PORTFOLIOS"), on behalf of the Accounts to fund the aforesaid Contracts, and the
Underwriter is authorized to sell such shares to the Accounts at net asset
value; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company also intends to purchase shares in other open-end investment
companies or series thereof not affiliated with the Fund ("UNAFFILIATED FUNDS")
on behalf of the Accounts to fund the Contracts;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Underwriter agree as follows:
I. Sale of Fund Shares
A. The Underwriter agrees to sell to the Company those shares of the Designated
Portfolios that the Accounts order, executing such orders on a daily basis at
the net asset value next computed after receipt by the Fund or its designee of
the order for the shares of the Designated Portfolios.
B. The Fund agrees to make shares of each Designated Portfolio available
indefinitely for purchase at the applicable net asset value per share by the
Company and the Accounts on those days on which the Fund calculates such
Designated Portfolio's net asset value pursuant to rules of the SEC, and the
Fund shall use reasonable efforts to calculate such net asset value on each day
when the New York Stock Exchange is open for trading. Notwithstanding the
foregoing, the Board of Trustees of the Fund ("BOARD") may refuse to sell shares
of any Designated Portfolio to any person, or suspend or terminate the offering
of shares of any Designated Portfolio (i.e., including but not limited to fund
merger, closure, etc.) if such action is required by law or by regulatory
authorities having jurisdiction, or is, in the sole discretion of the Board
acting in good faith and in light of its fiduciary duties under federal and any
applicable state laws, necessary in the best interest of the shareholders of
such Designated Portfolio.
C. The Company understands that the Fund and the Underwriter sell shares of the
Designated Portfolios to the public.
D. As redemptions in-kind are not operationally possible under the arrangements
contemplated by this Agreement, the Fund agrees to redeem for cash, on the
Company's request, any full or fractional shares of the Designated Portfolios
held by the Company, executing such requests on a daily basis at the net asset
value next computed after receipt by the Fund or its designee of the request for
redemption, except that the Fund reserves the right to suspend the right of
redemption or postpone the date of payment or satisfaction upon redemption
consistent with Section 22(e) of the 1940 Act and any rules thereunder, and in
accordance with the procedures and policies of the Fund as described in the
Fund's then current prospectus.
E. For purposes of Sections 1(A) and 1(D), the Company shall be the designee of
the Fund for receipt of purchase and redemption orders from the Accounts, and
receipt by such designee shall constitute receipt by the Fund; provided that the
Company receives the order prior to the determination of net asset value as set
forth in the Fund's then current prospectus and the Fund receives notice of such
order by 9.30 a.m. New York time on the next following Business Day byfacsimile
(orally confirmed) or by such other means as the Fund and the Company may
mutually agree upon. "BUSINESS DAY" shall mean any day on which the New York
Stock Exchange is open for trading and on which the Fund calculates its net
asset value pursuant to the rules of the SEC. If trades are processed through
the Defined Contribution Clearance and Settlement functionality of the NSCC,
such trades must be received by 6:00 a.m. Eastern Time on the business day
following their receipt by the Company.
F. The Company agrees to purchase and redeem the shares of each Designated
Portfolio offered by the Fund's then current prospectus in accordance with the
provisions of such prospectus.
G. The Company shall pay for shares of a Designated Portfolio no later than on
the next Business Day after receipt of an order to purchase shares of such
Designated Portfolio. The Company shall use the NSCC's Fund/SERV System and
payment shall be, in federal funds, transmitted by wire, from the Fund's
designated Settling Bank to the NSCC by 11:00 a.m. New York Time. If the NSCC's
Fund/SERV platform is unavailable, then payment shall be in federal funds, to
the fund's designee, transmitted by wire by 11:00 a.m. New York time. If payment
in federal funds for any purchase is not received or is received by the Fund
after 11:00 a.m. New York time on such Business Day, the Company shall promptly,
upon the Fund's request, reimburse the Fund for any charges, costs, fees,
interest or other expenses incurred by the Fund in connection with any advances
to, or borrowing or overdrafts by, the Fund, or any similar expenses incurred by
the Fund, as a result of portfolio transactions effected by the Fund based upon
such purchase request. The Fund agrees to pay for Designated Portfolio share
redemptions using the NSCC's Fund/SERV System, in federal funds, transmitted by
the NSCC to the Account's Settling Bank as designated by the Company, on the
same Business Day the Fund or the Underwriter receives notice of the redemption
order from the Company provided that the Fund or the Underwriter receives timely
notice. If the NSCC's DCC&S platform is unavailable, the Fund agrees to make
payment, in federal funds, transmitted by wire, to the Accounts, as designated
by the Company, on the same Business Day the Fund or Underwriter
receives notice of the redemption order from the Company provided the Fund or
the Underwriter receives the timely notice, "SETTLING BANK" shall mean the
entity appointed by the Fund to perform such settlement services on behalf of
the Fund and agrees to abide by the NSCC's Rules and Procedures insofar as they
relate to the same day funds settlement.
H. Issuance and transfer of the shares of a Designated Portfolio will be by
book entry only, Stock certificates will not be issued to the Company or any
Account, Shares of a Designated Portfolio ordered from the Fund will be recorded
in an appropriate title for each Account or the appropriate subaccount of each
Account.
I. The Fund shall furnish same-day notice to the Company of any income,
dividends or capital gain distributions payable on shares of the Designated
Portfolios. The Company hereby elects to receive all such income, dividends, and
capital gain distributions as are payable on shares of a Designated Portfolio in
additional shares of that Designated Portfolio. The Company reserves the right
to revoke this election and to receive all such income dividends and capital
gain distributions in cash. The Fund shall notify the Company, no later than one
Business Day after issuance, of the number of shares so issued as payment of
such dividends and distributions.
J. The Fund shall make the net asset value per share for each Designated
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated, and will use
commercially reasonable efforts to provide information by 7:00 p.m. New York
time.
K. The Fund will provide the Company with account positions and activity data
using the NSCC's Networking platform. "NETWORKING" shall mean the NSCC's product
that allows Fund's and Companies to exchange account level information
electronically.
L. If the Underwriter or its affiliates determines that corrective action is
necessary with respect to shareholder records for the Accounts as a result of an
error in the computation of the net asset value of Fund shares (a "Price Error")
based upon the SEC's recommended guidelines, the Underwriter or its affiliates
will promptly notify Company of the Price Error and update the Company's
positions accordingly. Upon notification, Company will adjust accounts of
Contract holders affected by the Price Error as appropriate. The Underwriter
will be responsible for making the Accounts whole in the event of a Price Error
resulting in a lesser amount being paid than what would have been paid had such
Price Error not occurred. In the event of an overpayment to an Account as a
result of any Price Error, Company will make a good faith attempt to the extent
practicable and permitted by law to collect such overpayment on behalf of, and
return such overpayment to, the Underwriter. The Company has no obligation to
take legal action against the Contract owners (i.e., contract owners,
participants or beneficiaries that have selected a Portfolio as an investment
option), to collect any overpayment. The Underwriter agrees to pay Company for
reasonable expenses incurred for material Price Errors that occur through no
fault of the Company. Undisputed amounts shall be payable within 60 days.
II. Representations and Warranties
A. The Company represents and warrants that the Contracts are or will be
registered, unless exempt, under the 1933 Act; that the Contracts will be
offered for sale and sold in compliance in all material respects with all
applicable federal and state laws. The Company further represents and warrants
that it is an insurance company duly organized and in good standing under
applicable law and that it has legally and validly established each Account
prior to any issuance or sale thereof as a separate account under the applicable
state insurance laws and has registered or, prior to any issuance or sale of the
Contracts, will register each Account as a unit investment trust to the extent
required by the provisions of the 1940 Act, unless exempt therefrom, to serve as
a separate account for the Contracts.
B. The Fund and the Underwriter represents and warrants that shares of the
Designated Portfolios sold pursuant to this Agreement shall be registered under
the 1933 Act, duly authorized for issuance and sold in compliance with all
applicable federal securities laws and that the Fund is and shall remain
registered under the 0000 Xxx. The Fund shall amend the Registration Statement
for its shares under the 1933 Act and the 1940 Act from time to time as required
in order to effect the continuous offering of its shares. The Fund shall
register and qualify the shares of the Designated Portfolios for sale in
accordance with the laws of the various states only if and to the extent deemed
advisable by the Fund after taking into consideration any state insurance law
requirements that the Company advises the Fund may be applicable.
C. The Fund makes no representations as to whether any aspect of its operation,
including but not limited to, investments policies, fees and expenses, complies
with the insurance and other applicable laws of the various states.
D. The Fund represents that it is lawfully organized and validly existing as a
business trust under the laws of the Commonwealth of Massachusetts and that it
does and will comply in all material respects with the 1940 Act.
E. The Underwriter represents and warrants that it is a member in good standing
of FINRA and is registered as a broker-dealer with the SEC. The Underwriter
further represents that it will sell and distribute the shares of the Designated
Portfolios in accordance with any applicable state and federal securities laws.
F. The Underwriter represents and warrants that the Adviser is and shall remain
duly registered in all material respects under all applicable federal and state
securities laws and that the Adviser shall perform its obligations for the Fund
in compliance in all material respects with any applicable state and federal
securities laws.
G. The Fund and the Underwriter represent and warrant that all their directors,
officers, employees, investment advisers, and other individuals or entities
dealing with the money and/or securities of the Fund are and shall continue to
be at all times covered by a blanket fidelity bond or similar coverage for the
benefit of the Fund in an amount not less than the minimum coverage required
currently by Rule 17g-1 of the 1940 Act or such related provisions as may be
promulgated from time to time. The aforesaid bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding Company.
H. The Company represents and warrants that all its directors, officers,
employees, investment advisers, and other individuals or entities employed or
controlled by the Company dealing with the money and/or securities of the Fund
are covered by a blanket fidelity bond or similar coverage in an amount not less
than $5 million. The aforesaid bond includes coverage for larceny and
embezzlement and is issued by a reputable bonding company. The Company agrees
that this bond or another bond containing these provisions will always be in
effect, and agrees to notify the Fund and the Underwriter in the event that such
coverage no longer applies.
I. To the extent that Accounts are subject to registration and are registered,
the Company represents and warrants that all shares of the Designated Portfolios
purchased by the Company will be purchased on behalf of one or more unmanaged
separate Accounts that offer interests therein that are registered under the
1933 Act and upon which a registration fee has been or will be paid by the
Company; and, in those cases, the Company acknowledges that the Fund intends to
rely upon this representation and warranty for purposes of calculating SEC
registration fees payable with respect to such shares of the Designated
Portfolios pursuant to Instruction B.5 to Form 24F-2 or any similar form or SEC
registration fee calculation procedure that allows the Fund to exclude shares so
sold for purposes of calculating its SEC registration fee. The Company agrees to
cooperate with the Fund on no less than an annual basis to certify as to its
continuing compliance with this representation and warranty.
J. The Fund represents that each Designated Portfolio is currently qualified as
a Regulated Investment Company under Subchapter M of the Code, that the Fund
will make every effort to maintain such qualification (under Subchapter M or any
successor or similar provision) and that the Fund will notify the Company as
soon as possible upon having a reasonable basis for believing that such
Designated Portfolio has ceased to so qualify or might not so qualify in the
future.
K. To the extent that the Fund pays distribution fees pursuant to Rule 12b-1
under the 1940 Act, the Fund represents that its Board, including a majority of
its trustees who are not interested persons of the Fund, have approved a plan
under Rule 12b-1.
L. The Company represents that it has adopted written policies and procedures
reasonably designed to discourage frequent and/or disruptive trading in Shares.
The Company and the Fund agree to reasonably cooperate for the purpose of
discouraging frequent or disruptive trading in shares of the Funds and the
Company
and the Fund's desginee have entered into the "shareholder information
agreement" under Rule 22c-2 attached as EXHIBIT A to this Agreement.
III. Prospectuses, Statements of Additional Information, and Proxy Statement;
Voting
A. The Fund shall provide the Company with as many printed copies of the Fund's
current prospectus and SAI as the Company may reasonably request. If requested
by the Company, in lieu of providing printed copies of the Fund's current
prospectus and SAI, the Fund shall provide camera-ready film, computer
diskettes, e-mail transmissions or PDF files containing the Fund's prospectus
and SAI, and such other assistance as is reasonably necessary in order for the
Company once each year (or more frequently if the prospectus and/or SAI for the
Fund are amended during the year) to have the prospectus for the Contracts (if
applicable) and the Fund's prospectus printed together in one document or
separately. The Company may elect to print the Fund's prospectus and/or its SAI
in combination with other fund companies' prospectuses and statements of
additional information. The Company understands that the Fund's fiscal year ends
on October 31 and that its annual prospectus update therefore occurs on or
before March 1 of each year. Expenses with respect to the foregoing shall be
borne us provided under ARTICLE V.
B. The Fund shall provide the Company with copies of its proxy material,
notices to shareholders required by the Fund's exemptive order, which allows
sub-advisers to be hired without a shareholder report, reports to shareholders,
and other communications to shareholders for the Designated Portfolios in such
quantity as the Company shall reasonably require for distributing to Contract
owners. Expenses with respect to the foregoing shall be borne as provided under
ARTICLE V. The Fund's statement of additional information shall be obtainable by
Contract owners from the Fund, the Underwriter, the Company or such other person
as the Fund may designate.
C. If and to the extent required by law the Company shall distribute all proxy
materials furnished by the Fund to Contract owners to whom voting privileges are
required to be extended and shall:
1. solicit voting instructions from Contract owners;
2. vote the shares of each Designated Portfolio in accordance with
instructions received from Contract owners; and
3. vote shares of each Designated Portfolio for which no instructions
have been received in the same proportion as shares of such
Designated Portfolio for which instructions have been received, so
long as and to the extent that the SEC continues to interpret the
1940 Act to require pass-through voting privileges for variable
contract owners or to the extent otherwise required by law. The
Company reserves the right to vote shares of each Designated
Portfolio held in any separate account in its own right, to the
extent permitted by law. Notwithstanding the foregoing, with
respect to the Fund shares held by unregistered Accounts that issue
Contracts issued in connection with employee benefit plans subject to
the provisions of the Employee Retirement Income Security Act of
1974, as amended, ("ERISA") the Company shall vote such Fund shares
allocated to such Contracts only in accordance with the Company's
agreements with such Contract owners.
D. The Fund will comply with all provisions of the 1940 Act requiring voting by
shareholders, and in particular the Fund will either provide for annual meetings
or comply with Section 16(c) of the 1940 Act (although the Fund is not one of
the trusts described in Section 16(c) of that Act) as well as with Sections
16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in
accordance with the SEC's interpretation of the requirements of Section 16(a)
with respect to periodic elections of directors or trustees and with whatever
rules the SEC may promulgate from time to time with respect thereto. The Fund
reserves the right to take all actions, including but not limited to, the
dissolution, termination, merger and sale of all assets of the Fund or any
Designated Portfolio upon the sole authorization of the Board, to the extent
permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act.
E. It is understood and agreed that, except with respect to information
regarding the Fund, the Underwriter, the Adviser or Designated Portfolios
provided in writing by the Fund, the Underwriter or the Adviser, none of the
Fund, the Underwriter or the Adviser is responsible for the content of the
prospectus or statement of additional information for the Contracts.
IV. Sales Material and Information
A. The Company shall furnish, or shall cause to be furnished, to the Fund or
the Underwriter, each piece of sales literature or other promotional material
that the Company develops or uses and in which the Fund (or a Designated
Portfolio thereof) or the Adviser or the Underwriter is named, at least ten (10)
business days prior to its use. No such material shall be used if the Fund or
its designee reasonably objects to such use within ten (10) business days after
receipt of such material. Such approval shall be presumed given if notice to the
contrary is not received by the Company within ten business days after receipt
by the Fund of such material. The Fund or its designee reserves the right to
reasonably object to the continued use of such material, and no such material
shall be used if the Fund or its designee so object.
B. The Company shall not give any information or make any representation or
statement on behalf of the Fund or concerning the Fund in connection with the
sale of the Contracts other than the information or representations contained in
the registration statement, prospectus or SAI for the shares of the Designated
Portfolios, as such registration statement, prospectus or SAI may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature approved by the Fund or its designee or by the
Underwriter, except with the permission of the Fund or the Underwriter or the
designee of either.
C. The Fund or the Underwriter shall furnish, or shall cause to be furnished,
to the Company, each piece of sales literature that the Fund or Underwriter
develops or uses in which the Company and/or its Account is named, at least ten
(10) business days prior to its use. No such material shall be used if the
Company reasonably objects to such use within ten (10) business days after
receipt of such material. Such approval shall be presumed given if notice to the
contrary is not received by the Fund within eight business days after receipt by
the Company of such material. The Company reserves the right to reasonably
object to the continued use of such material and no such material shall be used
if the Company so objects.
D. The Fund and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, the Account,
or the Contracts other than the information or representations contained in a
registration statement, prospectus, or statement of additional information for
the Contracts, as such registration statement, prospectus or statement of
additional information may be amended or supplemented from time to time, or in
published reports for the Accounts which are the public domain or approved by
the Company for distribution to Contract owners, or in sales literature approved
by the Company or its designee, except with the permission of the Company and
such permission shall not be unreasonably withheld.
E. Upon request, the Fund will provide to the Company at least one complete
copy of all registration statements, prospectuses, SAIs, reports, proxy
statements, sales literature, applications for exemptions, requests for
no-action letters, and all amendments to any of the above, that relate to the
Designated Portfolios, after the filing of such document(s) with the SEC or
other regulatory authorities.
F. Upon request, the Company will provide to the Fund at least one complete
copy of all registration statements, prospectuses, statements of additional
information, shareholder reports, solicitations for voting instructions, sales
literature, applications for exemptions, request for no-action letters, and all
amendments to any of the above, that relate to the Contracts or the Accounts,
after with the filing of such document(s) with the SEC or other regulatory
authorities.
G. For purposes of this Agreement, the phrase "SALES LITERATURE" includes, but
is not limited to, any of the following: advertisements (such as material
published, or designed for use in, a newspaper, magazine, or other periodical,
radio, television, electronic media, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article) and educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, registration statements,
prospectuses, statements of additional information, shareholder reports and
proxy materials, and any other material constituting sales literature or
advertising under applicable FINRA rules, the 1940 Act or the 1933 Act.
H. The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund and that all use of any designation
comprised in whole or in part of such names or marks under this Agreement shall
inure to the benefit of the Fund and the Underwriter. Except as expressly
provided herein, the Company shall not use any such names or marks on its own
behalf or on behalf of an Account in connection with marketing the Contracts
without prior written consent of the Fund or the Underwriter. Upon termination
of this Agreement for any reason, the Company shall cease all use of any such
names or marks.
I. The Fund and Underwriter agree and acknowledge that each has no right, title
or interest in the names and marks of the Company, and that all use of any
designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Company. Except as expressly
provided herein, the Fund and Underwriter shall not use any such names or marks
on its own behalf or on behalf of a Fund in connection with marketing the Fund
without prior written consent of the Company. Upon termination of this Agreement
for any reason, the Fund and Underwriter shall cease all use of any such names
or marks.
J. At the request of any party to this Agreement, any other party will make
available to the requesting party's independent auditors all records, data and
access to operating procedures that may reasonably be requested in connection
with compliance and regulatory requirements related to this Agreement or any
party's obligations under this Agreement.
V. Fees and Expenses
A. The Fund and the Underwriter shall pay fees or other compensation to the
Company as set out in the agreements attached hereto as EXHIBITS B-1 and B-2,
and to HSD as set out in EXHIBIT B-3. Payments made to the Company related to
shareholder services and administrative services and to HSD for compensation or
fees paid in accordance with the Fund's Rule 12b-1 plans (such as for sales
support) shall be described and agreed to under the above referenced separate
written agreements.
B. All expenses incident to performance by the Fund under this Agreement shall
be paid by the Fund, except and as further provided in SCHEDULE B.
C. The parties hereto shall bear the expenses of typesetting, printing and
distributing the Fund's prospectus, SAI, proxy materials and reports as provided
in SCHEDULE B.
VI. Qualification
The Fund represents that each Designated Portfolio is currently qualified (and
for new Designated Portfolios, intends to qualify) as a Regulated Investment
Company under Subchapter M of the Code, and that it will make every effort to
maintain such qualification (under Subchapter M or any successor or similar
provisions) and that it
will notify the Company as soon as possible upon having a reasonable basis for
believing that a Designated Portfolio has ceased to so qualify or that a
Designated Portfolio might not so qualify in the future.
VII. [Reserved]
VIII. Indemnification
A. Indemnification by the Company
1. The Company agrees to indemnify and hold harmless the Fund, the Adviser, the
Underwriter and each of their officers, trustees and directors and each person,
if any, who controls the Fund, the Adviser or the Underwriter within the meaning
of Section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for
purposes of this Section VIII(A)) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Company) or litigation (including legal and other expenses), to which the
Indemnified Parties may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to the sale
or acquisition of the shares of the Designated Portfolios or the Contracts and:
a. arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the Registration
Statement, prospectus, or statement of additional information for
the Contracts or contained in the Contracts or sales literature for
the Contracts (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; PROVIDED that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company by
or on behalf of the Fund for use in the Registration Statement,
prospectus or statement of additional information for the Contracts
or in the Contracts or sales literature for the Contracts (for any
amendment or supplement) or otherwise for use in connection with the
sale of the Contracts or shares of the Designated Portfolios; or
b. arise out of or as a result of statements or representations (other
than statements or representations contained in the Registration
Statement, prospectus, SAI or sales literature of the Fund not
supplied by the Company or persons under its control and other than
statements or representations otherwise authorized by the Fund,
Underwriter or the Adviser) or wrongful conduct of the Company or
persons under its authorization or control, with respect to the sale
or distribution of the Contracts or shares of the Designated
Portfolios; or
c. arise out of any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, prospectus,
SAI or sales literature of the Fund or any amendment thereof or
supplement thereto or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading if such a statement or
omission was made in reliance upon information furnished to the Fund
by or on behalf of the Company; or
d. arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this Agreement
(including any agreement under Exhibit X-0, X-0 or B-3); or
e. arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in any Registration
Statement, prospectus, statement of additional information or sales
literature for any Unaffiliated Fund, or arise out of or are based
upon 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, or otherwise pertain to or arise
in connection with the availability of any Unaffiliated Fund as an
underlying funding vehicle in respect of the Contracts; or
f. arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Company:
as limited by and in accordance with the provisions of Sections VIII(A)(2) and
VIII(A)(3).
2. The Company shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation 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 its obligations or duties under this Agreement.
3. The Company shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the Company in writing within a reasonable time after
the summons or other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Company of any such claim shall not relieve
the Company from any liability that it may have to the Indemnified Party against
whom such action is brought otherwise than an account of this indemnification
provision, except to the extent that the Company has been prejudiced by such
failure to give notice. In case any such action is brought against an
Indemnified Party, the Company shall be entitled to participate, at its own
expense, in the defense of such action. The Company also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action and to settle the claim at its own expense provided, however, that no
such settlement shall, without the Indemnified
Parties' written consent, include any factual stipulation referring to the
Indemnified Parties or their conduct. After notice from the Company to such
party of the Company's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Company will not be liable to such party under this Agreement for any
legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
4. The Company agrees promptly to notify the Underwriter of the commencement of
any litigation or proceedings against it or any of its officers or directors in
connection with the issuance or sale of the Contracts or the operation of the
Account.
B. Indemnification by the Underwriter
1. The Underwriter agrees to indemnify and hold harmless the Company and each
of its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (collectively, the "INDEMNIFIED
PARTIES" for purposes of this Section VIII(B)) against any and all losses,
claims, damages, liabilities (including amounts paid in settlement with the
written consent of the Underwriter) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute
or regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of the shares of the Designated
Portfolios or the Contracts; and
a. arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement, prospectus or SAI of the Fund or sales literature of the
Fund developed by the Underwriter (or any amendment or supplement to
any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in reliance
upon and in conformity with information furnished to the Underwriter
or Fund by or on behalf of the Company for use in the Registration
Statement or prospectus for the Fund or its sales literature (or any
amendment or supplement thereto) or otherwise for use in connection
with the sale of the Contracts or shares of the Designated
Portfolios; or
b. arise out of or as a result of statements or representations (other
than statements or representations contained in the Registration
Statement, prospectus, or sales literature for the Contracts not
supplied by the Underwriter or persons under its control and other
than statements or representations otherwise authorized by the
Company) or wrongful conduct of the Fund or Underwriter or person
under their control with respect to the sale or distribution of the
Contracts or shares of the Designated Portfolios; or
c. arise out of any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement, prospectus or
sales literature for the Contracts, or any amendment thereof or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information
furnished to the Company by or on behalf of the Fund; or
d. arise as a result of any failure by the Fund to provide the services
and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or
otherwise, to comply with the qualification requirements specified in
Article VI of this Agreement); or
e. arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Underwriter;
as limited by and in accordance with the provisions of Sections VIII(B)(2) and
VIII(B)(3) hereof.
2. The Underwriter shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation 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
or such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement or to the
Company or the Accounts, whichever is applicable.
3. The Underwriter shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision, except to the extent that the
Underwriter has been prejudiced by such failure to give notice. In case any such
action is brought against the Indemnified Party, the Underwriter will be
entitled to participate, at its own expense, in the defense thereof. The
Underwriter also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action and to settle the claim at is own
expense, provided, however, that no such settlement shall, without the
Indemnified Parties' written consent, include any factual stipulation referring
to the Indemnified Parties or their conduct. After notice from the Underwriter
to such party of the Underwriter's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Underwriter will not be liable to such 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.
4. The Company agrees promptly to notify the Underwriter of the commencement of
any litigation or proceedings against it or any of its officers or directors in
connection with the issuance or sale of the Contracts or the operation of the
Account that relate to the Designated Funds.
C. Indemnification By the Fund
1. The Fund agrees to indemnify and hold harmless the Company and each of its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act (collectively, the "INDEMNIFIED
PARTIES" for purposes of this Section VIII(C)) against any and all losses,
claims, expenses, damages, liabilities (including amounts paid in settlement
with the written consent of the Fund); or litigation (including legal and other
expenses) to which the Indemnified Parties may be required to pay or may become
subject under any statute or regulation, at common law or otherwise, insofar as
such losses, claims, expenses, damages, liabilities or expenses (or actions in
respect thereof) or settlements, are related to the operations of the Fund and:
a. arise as a result of any failure by the Fund to provide the services
and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or
otherwise, to comply with the qualification requirements specified
in Article VI of this Agreement); or
b. arise out of or result from any material breach of any representation
and/or warranty made by the Fund in this Agreement or arise out of or
result from any other material breach of this Agreement by the Fund;
as limited by and in accordance with the provisions of Sections VII(C)(2) and
VIII(C)(3) hereof.
2. The Fund shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation to which an
Indemnified Party would otherwise be subject by reason of such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement or to the
Company, the Fund, the Underwriter, the Adviser or the Accounts, whichever is
applicable.
3. The Fund shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the Fund in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Fund of any such claim shall not relieve the
Fund from any liability that it may have to the Indemnified
Party against whom such action is brought otherwise than on account of this
indemnification provision, except to the extent that the Fund has been
prejudiced by such failure to give notice. In case any such action is brought
against the Indemnified Parties, the Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action and to settle the claim at its own expense; provided, however, that no
such settlement shall, without the Indemnified Parties' written consent, include
any factual stipulation referring to the Indemnified Parties or their conduct.
After notice from the Fund to such party of the Fund's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Fund 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.
4. The Company, the Adviser and the Underwriter agree to notify the Fund
promptly of the commencement of any litigation or proceeding against it or any
of its respective officers or directors in connection with the Agreement, the
issuance or sale of the Contracts (that relate to the Designated Funds), the
operation of any Account (that relate to the Designated Funds), or the sale or
acquisition of shares of the Designated Portfolios.
IX. Applicable Law
A. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.
B. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940
Acts, and the rules and regulations and rulings thereunder, including such
exemptions from the statutes, rules and regulations as the SEC may grant and the
terms hereof shall be interpreted and construed in accordance therewith.
X. Termination
A. This Agreement shall continue in full force and effect until the first to
occur of:
1. termination by any party, for any reason with respect to any
Designated Portfolio, by ninety (90) days advance written notice
delivered to the other parties; or
2. termination by the Company by written notice to the Fund and the
Underwriter with respect to any Designated Portfolio if the shares
of such Designated Portfolio are not registered, issued or sold in
accordance with applicable state and/or federal securities laws or
such law precludes the use of such shares to fund the Contracts
issued or to be issued by the Company; or
3. termination by the Fund or Underwriter in the event that formal
administrative proceedings are instituted against the Company or any
affiliate by FINRA, the SEC, or the Insurance Commissioner or like
official of any state or any other
regulatory body regarding the Company's duties under this Agreement
or related to the sale of the Contracts, the operation of any
Account, or the purchase of the shares of a Designated Portfolio or
the shares of any Unaffiliated Fund, provided, however, that the
Fund or Underwriter determines in its sole judgment exercised in
good faith, that any such administrative proceedings will have a
material adverse effect upon the ability of the Company to perform
its obligations under this Agreement; or
4. termination by the Company in the event that formal administrative
proceedings are instituted against the Fund or Underwriter by FINRA,
the SEC, or any state securities or insurance department or any
other regulatory body, provided, however, that the Company
determines in its sole judgment exercised in good faith, that any
such administrative proceedings will have a material adverse effect
upon the ability of the Fund or Underwriter to perform its
obligations under this Agreement; or
5. termination by the Company by written notice to the Fund and the
Underwriter with respect to any Designated Portfolio in the event
that such Designated Portfolio ceases to qualify as a Regulated
Investment Company under Subchapter M as specified in Article VI
hereof, or if the Company reasonably believes that such Designated
Portfolio may fail to so qualify or comply; or
6. termination by any of the Fund or the Underwriter by written notice
to the Company, if any of the Fund or the Underwriter, respectively,
shall determine, in their sole judgment exercised in good faith,
that the Company has suffered a material adverse change in its
business, operations, financial condition, insurance company rating
or prospects since the date of this Agreement or is the subject of
material adverse publicity; or
7. termination by the Company by written notice to the Fund and the
Underwriter, if the Company shall determine, in its sole judgment
exercised in good faith, that the Fund or the Underwriter has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement or
is the subject of material adverse publicity and that material
adverse change or publicity will have a material adverse effect on
the Fund's or the Underwriter's ability to perform its obligations
under this Agreement; or
8. at the option of Company, as one party, or the Fund and the
Underwriter, as one party, upon the other party's material breach of
any provision of this Agreement upon 30 days' notice and opportunity
to cure; or
9. termination by any of the Fund or the Underwriter if the Contracts
are not registered (if registration is required), issued or sold in
accordance with applicable federal and / or state law; or
10. at the option of the party from which consent was not obtained, in
the event this Agreement is assigned without the prior written
consent of all parties hereto; or
B. Effect of Termination. Notwithstanding any termination of this Agreement,
the Fund and the Underwriter shall, at the option of the Company, continue to
make available additional shares of a Designated Portfolio pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"), Specifically, the owners of the Existing Contracts may in such
event be permitted to reallocate investments in the Designated Portfolio, redeem
investments in the Designated Portfolios and/or invest in the Designated
Portfolios upon the making of additional purchase payments under the Existing
Contracts.
C. Notwithstanding any termination of this Agreement, each party's obligation
under Article VIII to indemnify the other parties shall survive.
XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.
If to the Fund:
Xxxxxxx Investment Company
000 X Xxxxxx
Xxxxxx, XX 00000
Attention: Contract Administration
with a copy to:
Xxxxxxx Investment Company
000 X. Xx.
Xxxxxx, XX 00000
Attention: General Counsel
If to the Company:
Hartford Life Insurance Company
Attention: Executive Vice President, Employer
Markets Group
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
with a copy to:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
If to the Underwriter:
Underwriter: Xxxxxxx Financial Services, Inc.
Address 000 X Xxxxxx
Xxxxxx, XX 00000
Attention: Contract Administration
XII. Miscellaneous
A. 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.
B. This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
C. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall not
be affected thereby.
D. Each party hereto shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the SEC, FINRA, 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.
E. 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.
F. This Agreement shall be binding on and shall inure to the benefit of each
Fund severally, the Underwriter and the Company, and their respective successors
and assigns, provided that this Agreement or any of the rights and obligations
hereunder may not be assigned by any party without the prior written consent of
all parties hereto.
G. The Second Amended and Restated Master Trust Agreement dated October 1,
2008, as amended from time to time, establishing the Fund, which is hereby
referred to and a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts, provides that the name Xxxxxxx Investment Company
means the Trustees from time to time serving (as Trustees but not personally)
under said Master Trust Agreement. It is expressly acknowledged and agreed that
the obligations of the Fund hereunder shall not be binding upon any of the
shareholders, Trustees, officers, employees or agents of the Fund, personally,
but shall bind only the trust property of the Fund as provided in its Master
Trust Agreement. The execution and delivery of
this Agreement have been authorized by the Trustees of the Fund and signed by an
officer of the Fund, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally but shall bind only the trust property of the Fund as provided in its
Master Trust Agreement.
H. The parties hereto agree that each shall treat confidentially the terms and
conditions of this Agreement and all information provided by one party to one or
more of the other parties regarding its business and operations. All
confidential information provided by a party hereto, including non-public
personal information within the meaning of SEC Regulation S-P, shall be used by
any other party hereto solely for the purpose of rendering services pursuant to
this Agreement and, except as may be required in carrying out this Agreement,
shall not be disclosed to any third party without the prior written consent of
such providing party. Without limiting the foregoing, no party hereto shall
disclose any information that another party has designated as proprietary. The
foregoing shall not be applicable to any information that is required to be
disclosed by any auditor of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation.
I. No provision of this Agreement may be waived, amended or terminated except
by a statement in writing signed by the party against which enforcement of such
waiver, amendment or termination is sought; provided, however, that SCHEDULE A
listing each Fund and each Portfolio covered that is party to the Agreement may
be amended from time to time to add one or more Funds or one or more Portfolios
of one or more Funds, by each applicable Fund's execution and delivery to the
other parties of an amended SCHEDULE A, and the execution of such amended
SCHEDULE A by the other parties, in which case such amendment shall take effect
immediately upon execution by the other parties. SCHEDULE A may also be amended
from time to time to delete one or more Funds or one or more Portfolios (but
less than all of the Portfolios) of one or more Funds, by each applicable Fund's
execution and delivery to the other parties of an amended SCHEDULE A, in which
case such amendment shall take effect thirty (30) days after such delivery,
unless otherwise agreed by the parties in writing.
J. No provision of this Agreement may be deemed or construed to modify or
supersede any contractual rights, duties, or indemnifications, as between the
Adviser and one or more Funds, and the Underwriter and one or more Funds.
K. All persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the Board,
officers, agents nor shareholders assume any personal liability for obligations
entered into on behalf of the Fund.
IN WITNESS WHEREOF, each of the parties has caused this Participation 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:
By: /s/ Xxxxx Xxx
----------------------------------------
Title: Senior Vice President
Hartford Securities Distribution
Company:
By: /s/ Xxxxx Xxx
----------------------------------------
Title: Senior Vice President
Xxxxxxx Investment Company:
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Title: Treasurer
Xxxxxxx Financial Services, Inc.:
By: /s/ Xxxxx XxXxxxxxxx
----------------------------------------
Title: Chief Accounting Officer
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts.
FUND AND DESIGNATED PORTFOLIOS: XXXXXXX INVESTMENT COMPANY FUNDS
SHAREHOLDER
12B-1 SERVICES
FUND LEGAL NAME SHARE CLASS CUSIP NASDAQ SYMBOL FEE FEE
--------------------------------------------------------------------------------------------------------------------
Balanced Strategy Fund E [ILLEGIBLE] [ILLEGIBLE] None 0.25%
Conversation Strategy Fund E [ILLEGIBLE] RCLEX None 0.25%
Equity Growth Strategy Fund E [ILLEGIBLE] RELEX None 0.25%
Growth Strategy Fund E [ILLEGIBLE] RALEX None 0.25%
Moderate Strategy Fund E [ILLEGIBLE] RMLEX None 0.25%
Xxxxxxx Emerging Markets Fund E [ILLEGIBLE] REMEX None 0.25%
Xxxxxxx Global Equity Fund E [ILLEGIBLE] [ILLEGIBLE] None 0.25%
Xxxxxxx International
Developed Markets Fund E [ILLEGIBLE] RIFEX None 0.25%
Xxxxxxx Investment Grade Bond
Fund E [ILLEGIBLE] RFAEX None 0.25%
Xxxxxxx Real Estate
[ILLEGIBLE] Fund E [ILLEGIBLE] [ILLEGIBLE] None 0.25%
Xxxxxxx Xxxxx Duration Bond
Fund E [ILLEGIBLE] [ILLEGIBLE] None 0.25%
Xxxxxxx Strategic Bond Fund E [ILLEGIBLE] [ILLEGIBLE] None 0.25%
Xxxxxxx Tax Exempt Bond Fund E [ILLEGIBLE] RTBEX None 0.25%
Xxxxxxx Tax-Managed U.S. Large
Cap Fund E [ILLEGIBLE] RTLEX None 0.25%
Xxxxxxx Tax-Managed U.S. Mid &
Small Cap Fund E [ILLEGIBLE] RTSEX None 0.25%
Xxxxxxx U.S. Core Equity Fund E [ILLEGIBLE] REAEX None 0.25%
Xxxxxxx U.S. Growth Fund E [ILLEGIBLE] RS6EX None 0.25%
Xxxxxxx U.S. Quatitative
Equity Fund E [ILLEGIBLE] REQEX None 0.25%
Xxxxxxx U.S. Small & Mid Cap
Fund E [ILLEGIBLE] REBEX None 0.25%
Xxxxxxx U.S. Value Fund E [ILLEGIBLE] RSVEX None 0.25%
Balanced Strategy Fund R1 [ILLEGIBLE] RBLRX None None
Conservative Strategy Fund R1 [ILLEGIBLE] RCLRX None None
Equity Growth Strategy Fund R1 [ILLEGIBLE] RELRX None None
Growth Strategy Fund R1 [ILLEGIBLE] RALRX None None
Moderate Strategy Fund R1 [ILLEGIBLE] RMLRX None None
Balanced Strategy Fund R2 [ILLEGIBLE] RBLTX None 0.25%
Conservative Strategy Fund R2 [ILLEGIBLE] RCLTX None 0.25%
Equity Growth Strategy Fund R2 [ILLEGIBLE] RELTX None 0.25%
Growth Strategy Fund R2 [ILLEGIBLE] RALTX None 0.25%
Moderate Strategy Fund R2 [ILLEGIBLE] RMLTX None 0.25%
Balanced Strategy Fund R3 [ILLEGIBLE] RBIDX 0.25% 0.25%
Conservative Strategy Fund R3 [ILLEGIBLE] RCLDX 0.25% 0.25%
Equity Growth Strategy Fund R3 [ILLEGIBLE] RELDX 0.25% 0.25%
Growth Strategy Fund R3 [ILLEGIBLE] RALDX 0.25% 0.25%
Moderate Strategy Fund R3 [ILLEGIBLE] RMLDX 0.25% 0.25%
Balance Strategy Fund S [ILLEGIBLE] RBLSX None None
Conservative Strategy Fund S [ILLEGIBLE] RCLSX None None
Equity Growth Strategy Fund S [ILLEGIBLE] RELSX None None
Growth Strategy Fund S [ILLEGIBLE] RALSX None None
Moderate Strategy Fund S [ILLEGIBLE] RMLSX None None
Xxxxxxx Emerging Markets Fund S [ILLEGIBLE] REMSX None None
Xxxxxxx Global Equity Fund S [ILLEGIBLE] RGESX None None
Xxxxxxx International
Developed Markets Fund S [ILLEGIBLE] RINTX None None
Xxxxxxx Investment Grade Bond
Fund S [ILLEGIBLE] RAFTX None None
Xxxxxxx Money Market Fund S [ILLEGIBLE] [ILLEGIBLE] None None
SHAREHOLDER
12B-1 SERVICES
FUND LEGAL NAME SHARE CLASS CUSIP NASDAQ SYMBOL FEE FEE
--------------------------------------------------------------------------------------------------------------------
Xxxxxxx Real Estate Securities
Fund S [ILLEGIBLE] RRESX None None
Xxxxxxx Xxxxx Duration Bond
Fund S [ILLEGIBLE] RFBSX None None
Xxxxxxx Strategic Bond Fund S [ILLEGIBLE] RFCTX None None
Xxxxxxx Tax Exempt Bond Fund S [ILLEGIBLE] RLVSX None None
Xxxxxxx Tax-Managed Global
Equity Fund S [ILLEGIBLE] RT6SX None None
Xxxxxxx Tax-Managed U.S. Large
Cap Fund S [ILLEGIBLE] RETSX None None
Xxxxxxx Tax-Managed U.S. Mid &
Small Cap Fund S [ILLEGIBLE] [ILLEGIBLE] None None
Xxxxxxx U.S. Core Equity Fund S [ILLEGIBLE] [ILLEGIBLE] None None
Xxxxxxx U.S. Growth Fund S [ILLEGIBLE] RSGSX None None
Xxxxxxx U.S. Quantitative
Equity Fund S [ILLEGIBLE] REQTX None None
Xxxxxxx U.S. Small & Mid Cap
Fund S [ILLEGIBLE] RLESX None None
Xxxxxxx U.S. Value Fund S [ILLEGIBLE] RSVEX None None
SCHEDULE B
EXPENSES
RESPONSIBLE
ITEM FUNCTION PARTY
---------------------------------------------------------------------
PROSPECTUS
Annual Update Typesetting Fund
New Sales: Printing Company
Distribution Company
Existing Printing Fund
Owners: Distribution Fund
STATEMENTS OF ADDITIONAL Same as Same
INFORMATION Prospectus
PROXY MATERIALS OF THE FUND Typesetting Company
Printing Company
Distribution Company
ANNUAL REPORTS & OTHER
COMMUNICATIONS WITH SHAREHOLDERS OF
THE FUND (including Shareholder
Notices of Sub-Adviser changes)
All Typesetting Fund
Marketing (1) Printing Company
Distribution Company
Existing Owners: Printing Fund
Distribution Fund
------------
(1) Solely as it relates to the contracts listed on Schedule A, as it is
attached to the same Agreement as this Schedule B.
OPERATIONS OF FUND All operations and related Fund
expenses, including the cost of
registration and qualification of
the Fund's shares, preparation and
filing of the Fund's prospectus and
registration statement, proxy
materials and reports, the
preparation of all statements and
notices required by any federal or
state law and all taxes on the
issuance of the Fund's shares, and
all costs of management of the
business affairs of the Fund.
EXHIBIT A
RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT is entered into as of April 16, 2007 by and between (i) Hartford
Life Insurance Company and Hartford Life and Annuity Insurance Company
(together, "we" or "us") and (ii) Xxxxxxx Investment Management Company, ("you")
in your capacity as the transfer agent of the Xxxxxxx Investment Funds and the
Xxxxxxx Investment Company series of mutual funds (each a "Fund" and together
the "Funds").
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940, as amended,
requires mutual funds to enter into "shareholder information agreements" with
financial intermediaries that hold fund shares on behalf of other investors in
"omnibus accounts" and submit orders to purchase or redeem fund shares on behalf
of such investors directly to the fund, its transfer agent or principal
underwriter; and
WHEREAS, shares of one or more of the Funds are purchased and redeemed on an
omnibus basis directly by our Accounts (as defined below) in connection with for
one or more Contracts (as defined below).
NOW, THEREFORE, In consideration of the premises and mutual covenants contained
below, the parties hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms have the
following meanings, unless a different meaning is clearly required by the
context:
(a) "ACCOUNT" means an insurance company separate account sponsored or
administered by us.
(b) "BUSINESS DAY" means any day that the New York Stock Exchange is open for
trading.
(c) "CONFIDENTIAL INFORMATION" includes, but is not limited to: (i) "Nonpublic
Personal Information" as defined in Title V of the Xxxxx-Xxxxx-Xxxxxx Act
of 1999 or any successor federal or state statute, and the rules and
regulations thereunder, all as may be amended or supplemented from time to
time, (ii) "Protected Health Information" as such term is defined in the
Health Insurance Portability and Accountability Act of 1996, or any
successor federal or state statute, and the rules and regulations
thereunder, all as may be amended or supplemented from time to time; and
(iii) "Shareholder Information" as such term is defined below.
(d) "CONTRACT" means a variable annuity contract, variable life insurance policy
or variable funding agreement issued through an Account.
(e) "FUND POLICIES" means policies established by the Fund and communicated to
us in writing for the purpose of eliminating or reducing potentially
harmful market timing or frequent trading in shares of the Fund as
described in the Fund's prospectus or statement of additional information
as amended from time to time. This term "Fund" does not include any
"excepted funds" as defined in Rule 22c-2(b), 17 C.F.R. 270.22c-2(b).
(f) "INDIRECT INTERMEDIARY" means a "financial intermediary" as defined by Rule
22c-2(c)(5)(iii)(excluding any exempted financial intermediary pursuant to
Rule 22c-2(c)(1)(IV)) that transmits purchase and redemption orders
directly to us on behalf of Shareholders with respect to a Contract
invested in a Fund through an Account.
(g) "SHAREHOLDER" means (1) the holder of interests in a Contract or (2) a
participant in an employee benefit plan with a beneficial interest in a
Contract.
(h) "SHAREHOLDER-INITIATED TRANSFER PURCHASE" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets
within a Contract to a Fund, but does not include transactions that are
executed: (i) automatically pursuant to contractual or systematic programs
or enrollments such as transfers of assets within a Contract to a Fund as a
result of "dollar cost averaging" programs, asset allocation programs and
automatic rebalancing programs; (ii) pursuant to Contract death benefit;
(iii) a step-up (or comparable benefit) in Contract value (or comparable
benefit base) pursuant to a Contract death benefit or guaranteed minimum
withdrawal benefit; or (iv) allocation of assets to a Fund through a
Contract as a result of payments such as loan repayments, scheduled
contributions, or retirement plan salary reduction contributions, or planned
premium payments to the Contract.
(i) "SHAREHOLDER-INITIATED TRANSFER REDEMPTION" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets
within a Contract our of a Fund, but does not include transactions that are
executed: (i) automatically pursuant to contractual or systematic programs
or enrollments such as transfers of assets within a Contract out of a Fund
as a result of annuity payouts, loans, systematic withdrawal programs,
asset allocation programs and automatic rebalancing programs; (ii) as a
result of any deduction of charges or fees under a Contract; (iii) within a
Contract out of a Fund as a result of scheduled withdrawals or surrenders
from a Contract; or (iv) as a result of the payment of a death benefit from
a Contract.
(j) "WRITTEN" means any communication other than an oral communication
transmitted in paper, electronically or by facsimile.
2. AGREEMENT TO PROVIDE REQUESTED SHAREHOLDER INFORMATION. Effective as of
October 18, 2007, we agree to provide the following information to you solely
for the purpose of facilitating your compliance with Rule 22c-2. Nothing herein,
nor any action by us, shall be construed as, or infer that we have undertaken
and duty or obligation, whether express or implied, at law or in equity, to
detect abusive trading activities pursuant to the Fund Policies. We agree to
provide to you, upon written request, the following information that is on our
books and records (collectively, "Shareholder Information") for all Shareholder
that engaged in any purchase, redemption, transfer or exchange transactions in
the Fund shares through an Account during the period covered by the request, if
known:
(a) the taxpayer identification number ("TIN"), Individual/International
Taxpayer Identification Number ("ITIN") or other government issued
identifier ("GII");
(b) the individual Contract number or participant account number associated with
the Shareholder;
2
(c) the amount and date(s) and transaction type (purchase, redemption,
transfer, or exchange); and
(d) any other data mutually agreed upon in writing.
Unless otherwise specifically requested by you, this Paragraph 2 shall be
understood to require us to provide only Shareholder Information relating to
Shareholder-Initiated Transfer Purchases and Shareholder-Initiated Transfer
Redemptions.
All requests must contain the relevant fund account number, CUSIP, trade amount
and date(s). Requests must be made through NSCC's standard automated facility or
sent to us directly via e-mail at 00x0Xxxxxxxxxx@XxxxxxxxXxxx.xxx, or such other
address we may communicate to you in writing from time to time.
3. PERIOD COVERED BY REQUEST AND FREQUENCY OF REQUESTS. Requests to provide
Shareholder Information shall set forth the specific period for which it is
sought, not to exceed 90 calendar days from the date of the request for which
Shareholder Information is sought. You shall not request Shareholder Information
more frequently than monthly, or older than 90 calendar days from the date of
the request, except as you deem reasonably necessary to investigate compliance
with Fund Policies.
4. FORM AND TIMING OF RESPONSE; PROCEDURES REGARDING INDIRECT INTERMEDIARIES.
(a) We agree to provide the requested Shareholder Information that is on our
books and records to you promptly, but in any event not later than 10 Business
Days after receipt of a good order request given in accordance with Paragraph 2
above, which shall contain the fund account number, CUSIP, trade amount and
date. If you so request, we agree to use best efforts to promptly determine
whether any specific person, identified by you from the requested Shareholder
Information, is itself an Indirect Intermediary. Upon your further request,
which must be given in accordance with Paragraph 2 above, we agree to use best
efforts either to; (i) provide (or arrange to have provided) the requested
Shareholder Information from the Indirect Intermediary; or (ii) if the Indirect
Intermediary refuses to provide the requested Shareholder Information and you so
direct us in writing, restrict or prohibit further purchases of Fund shares by
such Indirect Intermediary through the Account. We agree to inform you whether
we plan to perform (i) or (ii)
(b) Responses required by this paragraph must be communicated in writing and in
a format mutually agreed upon by the parties.
(c) To the extent reasonably practicable, the format for any Shareholder
Information provided to you will be consistent with the NSCC Standardized
Data Reporting Format.
5. LIMITATION ON USE OF INFORMATION. You agree that you shall not use the
information received pursuant to this Agreement, including any Confidential
Information, for any purpose other than to comply with Rule 22c-2. You and your
affiliates shall observe applicable state and federal privacy laws, rules and
regulations with respect to Confidential Information. You shall safeguard all
Confidential Information and promptly notify us of any voluntary or involuntary
dissemination thereof. Neither you nor any of your affiliates or subsidiaries
may use any information provided pursuant to this Agreement for marketing or
solicitation purposes.
3
6. AGREEMENT TO RESTRICT TRADING. We agree to execute reasonable, clear and
unequivocal written instructions from you given on behalf of the Fund to
restrict or prohibit further purchases of Fund shares by a Shareholder that has
been identified by you as having engaged in transactions of the Fund's shares
(directly or indirectly through an Account) that violate Fund Policies. Unless
you specifically direct us otherwise, such restrictions and prohibitions shall
apply only to Shareholder-Initiated Transfer Purchases and Shareholder-Initiated
Transfer Redemptions. We will execute such restrictions with respect to the
Shareholder, but only for the Contract through which such transactions in the
Fund's shares occurred. We will not impose any restriction, and nothing in this
Agreement shall require that we impose any restriction, on a Shareholder based
on any transactions other than transactions in the Fund's shares through an
Account Instructions must be received by us via email at the following address:
00x0Xxxxxxxxxx@XxxxxxxxXxxx.xxx, or such other address that we may communicate
to you in writing from time to time. Other correspondence may be sent to us at
the following address, or such other address that we may communicate to you in
writing from time to time:
The Hartford 22c-2 Operations Team, B3W
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax: 000-000-0000
7. FORM OF INSTRUCTIONS. Instructions given in accordance with Paragraph 6
shall be given to us via e-mail in a mutually agreed upon file format. The
instructions in the file must include:
(a) the fund account number;
(b) the Shareholder's TIN, ITIN or GII, if known;
(c) the specific individual Contract owner number or participant account number
(if known) associated with the Shareholder;
(d) the specific restriction(s) to be executed with respect to such Shareholder,
including how long such restriction(s) are to remain in place; and
(e) a brief written statement that may be provided to the Shareholder,
explaining how the Shareholder's transfer activity violated Fund Policies.
If the TIN is not known, the instructions must include an equivalent identifying
number of the Shareholder(s) or account(s) or other agreed upon information to
which the instruction relates.
8. TIMING OF RESPONSE. We agree to use reasonable efforts to execute
instructions given in accordance with Paragraphs 6 and 7 promptly, but in any
event not later than 10 Business Days after receipt of such Instructions. We
will provide written confirmation to you or your designee as soon as reasonably
practicable that instructions have been executed.
9. CONSTRUCTION OF THE AGREEMENT; FUND PARTICIPATION AGREEMENTS. The Parties
have entered into one or more Fund Participation Agreements between or among
4
them for the purchase and redemption of shares of the Funds by the Accounts in
connection with the Contracts. This Agreement supplements those Fund
Participation Agreements. To the extent the terms of this Agreement conflict
with the terms of a Fund Participation Agreement, the terms of this Agreement
shall control.
10. INTENTIONALLY LEFT BLANK.
11. TERMINATION. This Agreement will terminate upon later of the termination of
the Fund Participation Agreements or the full redemption all shares owned by the
Accounts in the Funds.
12. AMENDMENT. This Agreement may be modified or amended, and the terms of this
Agreement may be waived, only by a writing signed by the parties.
13. BINDING EFFECT. This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns.
14. FORCE MAJUCRE. Each party shall be excused from performance under this
Agreement and shall have no liability to any other party hereof or any third
person for any period that we are prevented, hindered or unable to perform any
of its obligations, in whole or in part, as a result of acts of God, strikes,
terrorist activities, power outages(including so-called xxxxx outs), material
changes in circumstances or laws, regulations or interpretations of the same
affecting any of its obligations hereunder, or other causes beyond our
reasonable control; and such non-performance shall not be a default under this
Agreement; provided, however, that that the requirements of Rule 22c-2 shall
continue to apply, notwithstanding the occurrence of any of the foregoing
events.
15. COUNTERPARTS. This Agreement may be executed in one or more counterparts
each of which, when taken together, shall constitute a single instrument.
5
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FOR AND ON BEHALF OF ITSELF AND THE ACCOUNTS
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
Title: April 5, 2007
Address for communications:
XXXXXXX INVESTMENT GROUP
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director, USD Operations
Address for communications:
Ritz Xxxxxxxx
Xxxxxxx Investment Group
000 X Xxxxxx
Xxxxxx, XX 00000
6
EXHIBIT B-1
SHAREHOLDER SERVICES SUB-AGREEMENT
SHAREHOLDER SERVICES
SUB-AGREEMENT
XXXXXXX FINANCIAL SERVICES, INC.
APPOINTMENT OF CLIENT AS SERVICING AGENT
XXXXXXX INVESTMENT COMPANY
This agreement ("Sub-Agreement") between Xxxxxxx Financial Services, Inc.
("RFS") and Hartford Life Insurance Company ("Client") is an auxiliary agreement
to the Retail Fund Participation Agreement previously or contemporaneously
entered into by and among Client, Hartford Securities Distribution Company,
Xxxxxxx Investment Company and RFS ("Participation Agreement"), and it is solely
for the purpose of furthering the business contemplated in the Participation
Agreement. The terms and conditions of the Participation Agreement are
incorporated herein by reference, and any inconsistency between provisions of
the Participation Agreement and this Sub-Agreement, shall be resolved by
reference to the provisions of the Participation Agreement, which shall govern.
Unless otherwise noted herein, capitalized terms not defined herein shall have
the meanings set forth in the Participation Agreement. The terms and conditions
set forth in this Sub-Agreement, together with those of the Participation
Agreement are referred to collectively in this Sub-Agreement as the "Agreement".
WHEREAS, the Client issues certain group variable funding agreements and group
variable annuity contracts ("Contracts") in connection with retirement plans
intended to meet the qualification requirements of Section 457, 401 and 403b of
the Internal Revenue Code (the "Plans");
WHEREAS, Xxxxxxx Investment Company ("RIC"), a business trust organized under
the laws of the Commonwealth of
Massachusetts, offers shares of various series
of investment portfolios ("FUNDS") and is registered as an open-end management
investment company under the Investment Company Act of 1940 Act;
WHEREAS, RFS is the principal underwriter of the Fund;
WHEREAS, Client is a stock life insurance company organized under the laws of
Connecticut and purchases Fund shares on its own behalf and on behalf of each
Client separate account;
WHEREAS, each account is duly established and maintained as a separate account,
established by resolution of the Board of Directors of the Client to set aside
and invest assets attributable to the aforesaid Contracts ("Account(s)";
WHEREAS, to the extent permitted by applicable laws and regulations, the Client
intends to purchase Fund shares on behalf of the Accounts to fund the aforesaid
Contracts ("Customers") and will establish individual Plan accounts reflecting
Plan participant transactions ("Class Shareholders");
NOW THEREFORE, the terms and conditions of this Sub-Agreement are as follows;
1. Client agrees to provide administrative support services to its Customers
and Class Shareholders. Such services may include, but neither are required to
include nor are limited to the following (1) acting as the sole shareholder of
record and nominee for Class Shareholders; (2) maintaining account records for
Class Shareholders; (3) receiving, aggregating and processing Class Shareholder
purchase, exchange, and redemption orders from Class Shareholders and placing
net purchase, exchange, and redemption requests for shares of the Funds; (4)
issuing confirmations to Class Shareholders; (5) providing and maintaining
elective services for Class Shareholders such as check writing and wire transfer
services; (6) providing Class Shareholder sub-accounting; (7) communicating
periodically with Class Shareholders; (8) answering questions and handling
correspondence from Class Shareholders about their accounts; and (9) providing
such other similar services as RFS or RIC may reasonably require to the extent
Client is permitted to do so under applicable statutes, rules or regulations.
All services rendered hereunder by Client shall be performed in a professional,
competent and timely manner.
2. Client will perform only those activities which are consistent with statutes
and regulations applicable to it.
3. Client will provide such office space and equipment, telephone facilities
and personnel (which may be any part of the space, equipment and facilities
currently used in Client's business, or any personnel employed by Client) as may
be reasonably necessary or beneficial in order to provide the shareholder
investment support services contemplated hereby.
4. Neither Client nor any of its officers, employees or agents are authorized
to make any representations concerning RFS, RIC or the Class Shares except those
contained in RIC's then current prospectuses and statements of additional
information, as amended or supplemented from time to time, a copy of each of
which, consistent with the duties outlined in the Participation Agreement, will
be supplied by RFS or RIC to Client, or in such supplemental literature or
advertising as may be authorized by RFS or RIC in writing.
5. For all purposes of this Agreement Client will be deemed to be an
independent contractor, and will have no authority to act as agent for RFS or
RIC in any matter or in any respect, except as otherwise expressly authorized.
The parties to this Agreement acknowledge that the indemnification clauses of
the Participation Agreement govern this Agreement. Client and its employees
will, upon request, be available during normal business hours to consult with
RFS and RIC and their respective designees concerning the performance of
Client's responsibilities under this Agreement.
6. In consideration of the services and facilities provided by Client
hereunder, RFS, acting on behalf of RIC, will pay to Client quarterly, and
Client will accept as full payment therefor, a fee equal to the percentage of
the average net asset value of Class Shares held by Client's Customers as set
forth on Appendix A hereto. The fee rate payable to Client may be prospectively
increased or decreased by RFS or RIC, in RFS's or RIC's sole discretion, at any
time upon notice to Client. Further, RFS or RIC may, in their
discretion and without notice, suspend or withdraw the sale of Class Shares of
any and all Funds, including the sale of Class Shares to Client for the account
of any Customer or Customers and require that Class Shares be redeemed if any
conditions of investment in Class Shares, as described in the applicable then
current prospectuses, are not met. Compensation payable under this Agreement is
subject to, among other things, Financial Industry Regulatory Authority
("FINRA") rules governing receipt by FINRA members of shareholder investment
services plan fees from registered investment companies (the "FINRA Rules") Such
compensation shall only be paid for services determined to be permissible under
the FINRA Rules, and Client agrees that any compensation paid under this
Agreement is not for activities designed primarily to result in sales of Class
Shares.
7. Client agrees to furnish RFS, RIC or their respective designees with such
information as any of them may reasonably request (including, without
limitation, periodic certifications confirming the provision to Customers of the
services described herein), and will otherwise cooperate with RFS, RIC and their
respective designees (including, without limitation, any auditors or legal
counsel designated by RFS or RIC), in connection with the preparation of reports
to RIC's Board of Trustees concerning this Agreement and the monies paid or
payable by RFS pursuant hereto, as well as any other reports or filings that may
be required by law.
8. RFS may enter into other agreements that are similar to this Agreement with
any other person or persons without Client's consent.
9. By Client's written acceptance of this Agreement, Client represents,
warrants and agrees that: (i) in no event will any of the services provided by
Client hereunder by primarily intended to result in the sale of any shares
issued by RIC; (ii) the existence of compensation payable to Client hereunder,
together with any other compensation Client receives in connection with the
investment of its Customers' assets in Class Shares of the Funds, will be
affirmatively disclosed, generally, by Client to its Customers consistent with
applicable laws or regulations, specifically disclosed to Client's Customer upon
Customer request, and will not result in an excessive or unreasonable fee to
Client, and (iii) in the event an issue pertaining to this Agreement is
submitted for shareholder approval, Client will vote any Class Shares as set out
in Section III of the Participation Agreement.
10. Subject to its authority under the Contracts and the Participation
Agreement, Client agrees to conform to compliance standards adopted by RFS or
RIC and contained in the prospectus as to when Class Shares in a Fund may be
appropriately sold to or retained by particular investors.
11. This Agreement will become effective on the date a fully executed copy of
this Sub-Agreement and the Participation Agreement are received by RFS and
continue in effect until terminated. This Sub-Agreement is terminable with
respect to any Class Shares of any Fund, without penalty, at any time by RFS, on
behalf of RFS (which termination may be by a vote of a majority of our
disinterested trustees) or by Client upon written notice to the other party. RFS
will give Client 60 days notice of any termination under this section 11. This
Agreement terminates upon the termination of the Participation Agreement.
12. This Sub-Agreement, together with the Participation Agreement, constitutes
the entire agreement between the parties with respect to the subject matter
hereof and merges all prior and contemporaneous communications.
13. The parties executing this Sub-Agreement represent that they have full
authority to bind their respective firms thereby, and that all appropriate and
necessary corporate action has been taken to authorize this Sub-Agreement.
IN WITNESS WHEREOF, the parties have executed this Sub-Agreement as of the later
date set forth below. All signed copies of this Sub-Agreement shall be deemed to
be originals.
XXXXXXX FINANCIAL SERVICES, INC.
By: /s/ Xxxxx XxXxxxxxxx
-----------------------------------
Name: Xxxxx XxXxxxxxxx
Date: 4/30/09
(1) CLIENT:
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
Title: Senior Vice President
Date: 4/28/2009
APPENDIX A
FEE SCHEDULE
CLASS FEE (2) SHAREHOLDER SERVICES
--------------------------------------------------------------
R2 25 bps
R3 25 bps
------------
(2) Fees are expressed as an annualized percentage of the average daily net
asset value of Class Shares held by Clients Customers during the preceding
calendar quarter.
EXHIBIT B-2
DC PLAN ADMINISTRATIVE SERVICES AGREEMENT
DC PLAN
ADMINISTRATIVE SERVICES AGREEMENT
XXXXXXX FINANCIAL SERVICES, INC.
AGREEMENT dated as of April 30, 2009 by and between Hartford Life Insurance
Company, a Corporation organized in the State of Connecticut with its principal
office at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 ("SERVICE PROVIDER"), and
Xxxxxxx Financial Services, Inc., a Washington corporation with its principal
office at 000 X Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 ("RFS"). This Agreement is an
auxiliary agreement to the Retail Fund Participation Agreement previously or
contemporaneously entered into by and among Xxxxxxx Investment Company, RFS,
Service Provider and Hartford Securities Distribution Company, Inc.
("PARTICIPATION AGREEMENT"), and it is solely for the purpose of furthering the
business contemplated in the Participation Agreement. The terms and conditions
of the Participation Agreement are incorporated herein by reference, and any
inconsistency between provisions of the Participation Agreement and this
Agreement, shall be resolved by reference to the provisions of the Participation
Agreement, which shall govern. Unless otherwise noted herein, capitalized terms
not defined herein shall have the meanings set forth in the Participation
Agreement. The terms and conditions set forth in this Agreement, together with
those of the Participation Agreement are referred to collectively in this
Agreement as the "AGREEMENT."
WHEREAS, RFS is registered as the distributor for the Xxxxxxx Investment Company
Funds and, RFS by itself or through its affiliates, provides administrative,
shareholder servicing and transfer agency services to Xxxxxxx Investment Company
("RIC"), a
Massachusetts business trust registered as an open-end management
investment company under the Investment Company Act of 1940 ("FUND");
WHEREAS, the Service Provider issues certain group variable funding agreements
and group variable annuity contracts ("CONTRACTS") in connection with retirement
plans intended to meet the qualification requirements of Section 457, 401 and
[ILLEGIBLE] of the Internal Revenue Code (the "PLANS");
WHEREAS, Service Provider is a stock life insurance company organized under the
laws of Connecticut and purchases Fund shares on its own behalf and on behalf of
each Service Provider separate account;
WHEREAS, each account is duly established and maintained as a separate account,
established by resolution of the Board of Directors of the Service Provider to
set aside and invest assets attributable to the aforesaid Contracts
("ACCOUNT(S))";
WHEREAS, to the extent permitted by applicable laws and regulations, the Service
Provider intends to purchase Fund shares ("SHARES") on behalf of the Accounts to
fund the aforesaid Contracts ("CONTRACT HOLDERS") [Is this the contact term
here? Can we discuss how it is used throughout this Agreement?] and will
establish individual Plan accounts reflecting Plan participant transactions
("PLAN PARTICIPANTS");
WHEREAS, Service Provider has agreed to provide Class Shareholder accounting,
record-keeping and administrative services in relation to the Plans.
Therefore, this Agreement contains the terms and conditions that govern the
services to be provided by Service Provider.
1. RFS hereby retains Service Provider to provide or arrange for the provision
of certain administrative services with respect to Plan Participants. Such
services may include, but neither are required to include nor are limited to the
following: (1) acting as the sole shareholder of record and nominee for Contract
holders; (2) maintaining account records for Contract holders and their Plan
Participants; (3) receiving, aggregating and processing purchase, exchange, and
redemption orders from Plan Participants and placing net purchase, exchange, and
redemption requests for shares of the Funds; (4) preparing and issuing
confirmations or account statements to Plan Participants; (5) providing and
maintaining elective services for Plan Participants such as wire transfer
services; (6) providing Plan sub-accounting services; (7) communicating
periodically with Plan Participants; (8) answering questions and handling
correspondence from Plan Participants about their Plan accounts; and (9)
providing such other similar services as RFS may reasonably require or permit to
the extent Service Provider is permitted to do so under applicable statutes,
rules or regulations. All services rendered hereunder by Service Provider shall
be performed in a professional, competent and timely manner.
2. Service Provider will perform only those activities that are consistent with
statutes and regulations applicable to it.
3. Service Provider will provide or arrange for such office space and
equipment, telephone facilities and personnel (which may be any part of the
space, equipment and facilities currently used in Service Provider's business,
or any personnel employed by Service Provider) as may be reasonably necessary or
beneficial in order to provide the services contemplated hereby.
4. Neither Service Provider nor any of its officers, employees or agents are
authorized to make any representations about RIC or the Shares except those
contained in RIC's then current prospectuses and statements of additional
information, as amended or supplemented from time to time, copies of which,
consistent with the duties outlined in the Participation Agreement, will be
supplied by RFS to Service Provider, or in such supplemental sales literature or
advertising as may be authorized by RFS in writing.
5. For all purposes of this Agreement, Service Provider will be deemed to be an
independent contractor, and will have no authority to act as agent for RFS or
RIC in any matter or in any respect, except as expressly authorized. The parties
to this Agreement acknowledge that the indemnification clauses of the
Participation Agreement govern this Agreement. Service Provider and its
employees will, upon request, be available during normal business hours to
consult with RFS and its designees concerning the performance of Service
Provider's responsibilities under this Agreement.
6. In consideration of the services and facilities provided by Service Provider
hereunder, RFS, on behalf of itself or its affiliates, will pay to Service
Provider quarterly, and Service
Provider will accept as full payment therefore, a fee equal to the percentage of
the average net asset value of Shares held by Service Provider's Contract
holders as set forth on Appendix A hereto. The fee rate payable to Service
Provider may be prospectively increased or decreased by RFS in its sole
discretion, at any time upon notice to Service Provider. Further, Service
Provider understands that RIC may, in its discretion and without notice, suspend
or withdraw the sale of Shares of any and all Funds, including the sale of
Shares to Service Provider for the account of any Plan client and require that
Shares be redeemed if any conditions of investment in Shares, as described in
the applicable then current prospectuses, are not met. If Service Provider is a
member of the Financial Industry Regulatory Authority, Inc. ("FINRA"),
compensation payable under this Agreement may be subject to, among other things,
FINRA rules governing receipt by FINRA members of administrative or shareholder
services fees in connection with investment companies (the "FINRA Rules"). Such
compensation shall only be paid for services determined to be permissible under
the FINRA Rules, and Service Provider agrees that any compensation paid under
this Agreement is not for activities designed primarily to result in sales of
Shares.
7. Service Provider agrees to furnish RFS or its designees with such
information as any of them may reasonable request (including, without
limitation, periodic certifications confirming the provision to Contract holders
and Plan Participants of the services described herein), and will otherwise
cooperate with RFS and its designees (including, without limitation, any
auditors or legal counsel designated by RFS), in connection with the preparation
of reports, if any, to RIC's Board of Trustees concerning this Agreement and the
monies paid or payable by RFS pursuant hereto, as well as any other reports or
filings that may be required by law.
8. RFS may enter into other agreements that are similar to this Agreement with
any other person or persons without Service Provider's consent.
9. By Service Provider's written acceptance of this Agreement, Service Provider
represents, warrants and agrees that: (i) in no event will any of the services
provided by Service Provider hereunder be primarily intended to result in the
sale of any shares issued by RIC and (ii) the existence of compensation payable
to Service Provider hereunder, together with any other compensation Service
Provider receives in connection with the indirect investment of its Contract
holder's assets, thorough the Contracts, in Shares of the Funds, will be
affirmatively disclosed, generally, by Service Provider to its Contract holders,
specifically disclosed to Client's Contract holders upon Contract holder request
and will not result in an excessive or unreasonable fee to Service Provider, all
to the extent required by applicable laws or regulations.
10. Subject to its authority under the Contracts and the Participation
Agreement, Service Provider agrees to conform to compliance standards adopted by
RIC and contained in the prospectus as to when Shares in a Fund may be
appropriately sold to or retained by particular investors.
11. This Agreement will become effective on the date a fully executed copy of
this Agreement is received by RFS or its designee and continue in effect until
terminated. This Agreement is terminable with respect to any Shares of any Fund,
without penalty, at any time by RFS or by Service Provider upon written notice
to the other party. RFS will give Service Provider 60 days notice of any
termination under this section 11. This Agreement terminates if the
Participation Agreement terminates.
12. This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and merges all prior and contemporaneous
communications.
13. The parties executing this Agreement represent that they have full
authority to bind their respective firms thereby, and that all appropriate and
necessary corporate action has been taken to authorize this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the later
date set forth below. All signed copies of this Agreement shall be deemed to be
originals
XXXXXXX FINANCIAL SERVICES, INC.
(2) By: /s/ Xxxxx XxXxxxxxxx
----------------------------
Name: Xxxxx XxXxxxxxxx
(3)
(4) SERVICE PROVIDER; HARTFORD LIFE INSURANCE COMPANY
(5) By: /s/ Xxxxx Xxx
----------------------------
Name: Xxxxx Xxx
APPENDIX A
CATEGORIES OF INVESTORS FOR WHICH ADMINISTRATIVE SERVICES FEES WILL BE PAID:
Effective with the date of this Agreement, RFS or an affiliate will pay
Administrative Services fees with respect to Class E, S, R1, R2 or R3 shares of
Xxxxxxx Investment Company Funds, other than money market funds ("ELIGIBLE
SHARES"), that are traded in Accounts by Service Provider under the Trust
Processor Identification Number as assigned by DTCC to them. Such fees will be
paid only on multi-participant retirement Plan Accounts ("ELIGIBLE ACCOUNTS")
where a recordkeeper is providing administrative and/or recordkeeping services
for the Plan. Such fees will not be paid in situations where individual Plan
Participant level Accounts are maintained with the funds or on the Service
Provider. (Examples of such accounts that are excluded may include but are not
limited to IRA's, individual 403(b) accounts and directed brokerage accounts for
qualified plans.) Further, Service Provider agrees to provide accurate
information to the Funds' transfer agent, and review Accounts upon
establishment, to ensure that proper coding is maintained on the Accounts to
allow identification of such Accounts as Eligible Accounts as identified in this
Agreement. In situations, where assets are held in omnibus accounts, such as the
Accounts, Service Provider will provide certification, upon request, to RFS that
omnibus Accounts subject to this fee payment contain only Eligible Accounts.
AMOUNT AND CALCULATION OF ADMINISTRATIVE SERVICES FEES
Administrative Services fees will be calculated as an amount equal, on an
annualized basis, to 20 basis points (0.20 of 1%) of the "average daily net
assets" (as defined below) held in Shares by Contract holder.
"Average daily net assets" shall be determined by computing the sum of the daily
market value of the assets described above attributable to the applicable
Contract holders for each day of the calendar quarter divided by the number of
days in the calendar quarter, provided, however, if daily information is not
reasonably available to RFS, then "average assets shall be determined in a
reasonably similar manner, as determined by RFS in its sale discretion. Service
Provider shall provide RFS with such evidence as RFS may require that any assets
used in that calculation represent Shares in the separate accounts that are
indirectly held by Contract holders and Plan Participant Accounts that meet the
conditions set forth above, before RFS shall be required to make any payment
with respect thereto.
PAYMENT SCHEDULE
Pro-rated administrative services fees will be paid by RFS on a quarterly basis
at the annualized rate set forth above.
MANNER OF PAYMENT
RFS will generally make payment directly to Service Provider or, at Service
Provider's request, to an appropriate supervising broker/dealer.
EXHIBIT B-3
SALES SUPPORT SERVICES SUB-AGREEMENT
SALES SUPPORT SERVICES
SUB-AGREEMENT
XXXXXXX FINANCIAL SERVICES, INC.
XXXXXXX INVESTMENT COMPANY
ALL CLASSES OF SHARES
This agreement ("SUB-AGREEMENT") is an auxiliary agreement to the Retail Fund
Participation Agreement previously or contemporaneously entered into by and
among Xxxxxxx Investment Company, Xxxxxxx Financial Services, Inc. ("RFS"), and
Hartford Life Insurance Company ("HLI"), Hartford Securities Distribution
Company, Inc. ("HSD") (HSD and HLI collectively referred to herein as the
("CLIENT") ("PARTICIPATION AGREEMENT"), and it is solely for the purpose of
furthering the business contemplated in the Participation Agreement. The terms
and conditions of the Participation Agreement are incorporated herein by
reference, and any inconsistency between provisions of the Participation
Agreement and this Sub-Agreement, shall be resolved by reference to the
provisions of the Participation Agreement, which shall govern. Unless otherwise
noted herein, capitalized terms not defined herein shall have the meanings set
forth in the Participation Agreement. The terms and conditions set forth in this
Sub-Agreement, together with those of the Agreement are referred to collectively
in this Sub-Agreement as the "AGREEMENT."
WHEREAS, the Client issues certain group variable funding agreements and group
variable annuity contracts ("CONTRACTS") in connection with retirement plans
intended to meet the qualification requirements of Section 457, 401 and 403b of
the Internal Revenue Code (the "PLANS");
WHEREAS, Xxxxxxx Investment Company ("RIC"), a business trust organized under
the laws of the Commonwealth of
Massachusetts, offers shares of various series
of investment portfolios ("FUNDS") and is registered as an open-end management
investment company under the Investment Company Act of 1940 Act ("1940 ACT");
WHEREAS, RFS is the principal underwriter of RIC;
WHEREAS, HSD, is an affiliate of HLI, and is a broker-dealer registered with the
Financial Institutional Regulatory Authority ("FINRA"); and
WHEREAS, HLI is a stock life insurance company organized under the laws of
Connecticut and purchases Fund shares on its own behalf and on behalf of each
HLI separate account;
WHEREAS, each account is duly established and maintained as a separate account,
established by resolution of the Board of Directors of the Client to set aside
and invest assets attributable to the aforesaid Contracts ("ACCOUNT(S)");
WHEREAS, to the extent permitted by applicable laws and regulations, the Client
intends to purchase Fund shares ("CLASS SHARES") on behalf of the Accounts to
fund the aforesaid customer Contracts ("CUSTOMERS") and will establish
individual plan accounts reflecting Customer's plan participant transactions
("CLASS SHAREHOLDERS");
WHEREAS, RIC has adopted a distribution plan pursuant to 12b-1 under the 1940
Act (the "RULE") ("DISTRIBUTION PLAN") and a shareholder services plan ("SERVICE
PLAN");
WHEREAS, RIC's Distribution Plan authorizes RFS to enter into distribution
assistance agreements with broker-dealers selected by RFS, and RFS has selected
HSD.
NOW THEREFORE, the terms and conditions of this Sub-Agreement are as follows:
1. Client agrees to provide reasonable sales support assistance in connection
with the sale of Class Shares to its Customers indirectly through the sale and
issuance of the Contracts All services rendered hereunder by Client shall be
performed in a professional, competent and timely manner. Client assistance may
include, but neither is required to include nor is limited to, the following:
(1) providing facilities to answer questions from prospective investors about
RIC; (2) receiving and answering correspondence, including requests for
prospectuses and statements of additional information; (3) preparing, printing
and delivering prospectuses and shareholder reports to prospective investors;
(4) complying with federal and state securities laws pertaining to the sale of
Class Shares; (5) preparing advertising and promotional materials; (6) assisting
investors in Class Shares in completing application forms and selecting dividend
and other account options; and (7) forwarding sales literature and advertising
provided by or on behalf of RIC to Customers and providing such other sales
support assistance as may be requested by RFS or RIC from time to time. The
parties understand that it is the Client's separate Accounts that are purchasing
the Class Shares to fund the Contracts issued to the retirement Plans and no
Class Shares will be directly sold to or held by the Plans or the Plan
participants.
2. RFS recognizes that HLI is a Connecticut life insurance company issuing
variable insurance products. As such Client may be restricted in the activities
Client may undertake and for which Client may be paid, Client will perform only
those activities which are consistent with statutes and regulations applicable
to Client. Client will act solely for the account of its Customers.
3. Client will provide such office space and equipment, telephone facilities
and personnel (which may be any part of the space, equipment and facilities
currently used in Clients business, or any personnel employed by Client) as may
be reasonably necessary or beneficial in order to provide the sales support
service contemplated hereby.
4. Neither Client nor any of its officers, employees or agents are authorized
to make any representations concerning RFS, RIC or the Class Shares, except
those contained in RIC's applicable then current prospectuses and statements of
additional information, as amended or supplemented from time to time, a copy of
each of which, consistent with the duties contained in the Participation
Agreement, will be
supplied by RFS or RIC or on its behalf to Client, or in such supplemental
literature or advertising as may be authorized by RFS on behalf of RIC in
writing.
5. For all purposes of this Agreement Client will be deemed to be an
independent contractor, and will have no authority to act as agent for RFS or
RIC in any manner or in any respect, except as otherwise expressly authorized.
The parties to this Agreement acknowledge that the indemnification clauses of
the Participation Agreement govern this Agreement. [Note: See Participation
Agreement section VIII, A,1, d, etc.]. Client and its employees will, upon
request, be available during normal business hours to consult with RFS or RIC or
their respective designees concerning the performance of Client's
responsibilities under this Agreement.
6. In consideration of the services and facilities provided by Client
hereunder, RFS, acting on behalf of RIC, will pay to HSD, and HSD will accept as
full payment therefor, a quarterly fee as set forth in Appendix A hereto. The
fee rate payable to Client may be prospectively increased or decreased by RFS or
RIC or their respective designees, in its or their sole discretion, at any time
upon notice to Client. Further, RFS, RIC or their respective designees may, in
as or their discretion and without notice, suspend or withdraw the sale of Class
Shares of any or all Funds, including the sale of Class Shares for the account
of any Customer or Customers and require that Class Shares be redeemed if any
condition of investment in Class Shares, as described in the applicable
then-current prospectuses, are not met.
The fess payable under this Section 6 shall be used for sales support services
provided, and related expenses incurred, by Client. Payments may be applied to
commissions, incentive compensation or other compensation to, and expenses of,
Client's account executives or other employees; overhead and other office
expenses attributable to sales support activities; preparation, printing and
distribution of sales literature and advertising materials attributable to sales
support activities; and opportunity costs relating to the foregoing (which may
be calculated as a carrying charge on Client's unreimbursed expenses incurred in
connection with its sales support services). The overhead and other office
expenses referenced in this Section 6 may include, without limitation, (i) the
expenses of operating Client's offices in connection with the sale of Class
Shares, including lease costs, the salaries and employee benefits of
administrative, operations and support personnel, utility costs, communication
costs and the costs of stationery and supplies (ii) the costs of client sales
seminars and travel related to the provision of sales support services and (iii)
other expenses relating to the provision of sales support services.
7. Client agrees to furnish RFS or RIC or their respective designees with such
information as RFS, it or they may reasonably request (including, without
limitation, periodic certifications confirming the provision to Customers of the
services described herein), and will otherwise cooperate with RFS, RIC and their
respective designees (including, without limitation, any auditors or legal
counsel designated by RFS, RIC or their agents), in connection with the
preparation of reports to RIC's Board of Trustees concerning this Agreement and
the monies paid or payable pursuant hereto, as well as any other reports or
filings that may be required by law.
8. RFS may enter into other agreements that are similar to this Agreement with
any other person or persons without Client's consent.
9. By Client's acceptance of this sub-Agreement. Client represents, warrants
and agrees that the existence of compensation payable to Client hereunder,
together with any
other compensation Client receives in connection with the investment of Client's
Customers' assets in Class Shares of the Funds, will be affirmatively disclosed,
generally, by Client to its Customers consistent with applicable laws or
regulations, specifically disclosed to Client's Customers upon Customer request
and will not be excessive or unreasonable under the laws and instruments
governing Client's relationships with Customers. By Client's acceptance of this
Sub-Agreement, Client represents and warrants that: (i) in the event an issue
pertaining to this Agreement or the Class Shares Distribution Plan related
hereto is submitted for shareholder approval, Client will vote any Class Shares
as set out in Section III of the Participation Agreement; and (ii) Client will
not engage in activities pursuant to this Agreement which constitute acting as a
broker or dealer under state law unless Client has obtained any licenses
required by such law. In addition, Client understands that this Agreement has
been entered into pursuant to Rule 12b-1 under the 1940 Act, and is subject to
the provisions of said Rule, as well as any other applicable rules or
regulations promulgated by the Securities and Exchange Commission.
10. Subject to its authority under the Participation Agreement and the
Contracts, Client agrees to conform to any compliance standards adopted by RFS
or RIC and contained in the prospectus as to when Class Shares in a Fund may be
appropriately sold to or retained by particular investors.
11. This Agreement will become effective on the date a fully executed copy of
this Agreement and of the Agreement have been received by RFS and the Agreement
will continue in effect until terminated. This Agreement is terminable with
respect to any Class Shares of any Fund, without penalty, at any time by RIC
(which termination may be by a vote of a majority of the disinterested Trustees
of RIC or by vote of the holders of a majority of such outstanding Class Shares
of such Fund) or by RFS on behalf of RFS or Client upon written notice to the
other party. RFS and/or RIC will give Client 60 days notice of any termination
under this section 11. This Agreement automatically terminates if the
Participation Agreement terminates.
12. This Sub-Agreement, together with the Participation Agreement, constitutes
the entire agreement between the parties with respect to the subject matter
hereof and merges all prior and contemporaneous communications.
13. The parties executing this Sub-Agreement represent that they have full
authority to bind their respective firms thereby, and that all appropriate and
necessary corporate action has been taken to authorize this Agreement.
IN WITNESS WHEREOF, the parties have executed this Sub-Agreement as of the later
date set forth below. All signed copies of this Sub-Agreement shall be deemed to
be originals
XXXXXXX FINANCIAL SERVICES, INC.
By: /s/ Xxxxx XxXxxxxxxx
-----------------------------------
Name: Xxxxx XxXxxxxxxx
Date: 4/30/09
CLIENT: HARTFORD SECURITIES DISTRIBUTION COMPANY
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
Date: 4/28/2009
APPENDIX A
FEE SCHEDULE
CLASS SHARES SALES SUPPORT FEE (3)
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R2 0 bps
R3 25 bps
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(3) Fees are expressed as an annualized percentage of the average daily net
asset value of Class Shares held by Client's Customers during the preceding
calendar quarter.
