RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of May, 2002, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and on
behalf of each separate account of the Company set forth in SCHEDULE A hereto,
as may be amended from time to time (each such account hereinafter referred to
as a "SEPARATE ACCOUNT"), Xxxxx Xxxxx Growth & Income Fund, Xxxxx Xxxxx
Utilities Fund and Xxxxx Xxxxx Worldwide Health Sciences Fund, each an open-end
diversified management investment company organized under the laws of
Massachusetts (hereinafter the "FUNDS"and individually each a "FUND"), and Xxxxx
Xxxxx Distributors, Inc., a Massachusetts corporation (hereinafter the
"UNDERWRITER").
WITNESSETH:
WHEREAS, beneficial interests in the Funds are divided into several series of
shares, each representing the interest in a particular managed portfolio of
securities and other assets (the "PORTFOLIOS"); and
WHEREAS, the Funds are registered as open-end management investment companies
under the Investment Company Act of 1940, as amended (hereinafter the "1940
ACT") and their shares are registered under the Securities Act of 1933, as
amended (hereinafter the "1933 ACT"); and
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the "CONTRACTS") in connection with retirement plans
intended to meet the qualification requirements of Sections 401, 403(b) or 457
of the Internal Revenue Code of 1986, as amended (the "CODE"); and
WHEREAS, each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts; and
WHEREAS, the Underwriter is the principal underwriter for the Funds and is
registered as a broker-dealer with the Securities and Exchange Commission
(hereinafter the "SEC") under the Securities Exchange Act of 1934, as amended
(hereinafter the "1934 ACT"), and is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios set forth in SCHEDULE A
on behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as the Separate Accounts at net asset value.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
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Funds and the Underwriter agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Underwriter agrees to sell to the Company those shares of the Portfolios
which the Company orders on behalf of any Separate Account, executing such
orders on a daily basis at the net asset value next computed after receipt and
acceptance by the Funds or their designee(s) of such order. For purposes of this
Section, the Company shall be the designee of the Funds for receipt of such
orders from each Separate Account. Receipt by such designee shall constitute
receipt by the applicable Fund; provided that the Fund or the Underwriter
receives notice of such order via the National Securities Clearing Corporation
(the "NSCC") by 9:00 a.m. Eastern Time on the next following Business Day. The
Funds will receive all orders to purchase Portfolio shares using the NSCC's
Defined Contribution Clearance & Settlement ("DCC&S") platform. The Funds will
also provide the Company with account positions and activity data using the
NSCC's Networking platform. The Company shall pay for Portfolio shares by the
scheduled close of federal funds transmissions on the same Business Day it
places an order to purchase Portfolio shares in accordance with this section
using the NSCC's Fund/SERV System. Payment shall be in federal funds transmitted
by wire from the Funds' designated Settling Bank to the NSCC. "BUSINESS DAY"
shall any day on which the New York Stock Exchange is open for trading and on
which the Funds calculate their net asset value pursuant to the rules of the
SEC. "NETWORKING" shall mean the NSCC's product that allows Funds and Companies
to exchange account level information electronically. "SETTLING BANK" shall mean
the entity appointed by the Funds to perform such settlement services on behalf
of the Funds and agrees to abide by the NSCC's Rules and Procedures insofar as
they relate to the same day funds settlement.
If the Company is somehow prohibited from submitting purchase and settlement
instructions to the Funds for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Underwriter agrees to sell the Company those shares of the Portfolios which
the Company orders on behalf of any Separate Account, executing such orders on a
daily basis at the net asset value next computed after receipt and acceptance by
the Funds or their designee(s) of such order. For purposes of this Section, the
Company shall be the designee of the Funds for the receipt of such orders from
the Separate Account and receipt by such designee shall constitute receipt by
the applicable Fund; provided that the applicable Fund or the Underwriter
receives notice of such order by 9:00 a.m. Eastern Time on the next following
Business Day. The Company shall pay for Portfolio shares by the scheduled close
of federal funds transmissions on the same Business Day it places an order to
purchase Portfolio shares in accordance with this section. Payment shall be in
federal funds transmitted by wire to the Funds' designated custodian. "BUSINESS
DAY" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Funds calculate their net asset value pursuant to the rules of
the SEC.
1.2 The Funds and the Underwriter agree to make shares of the Portfolios
available indefinitely for purchase at the applicable net asset value per share
by the Company on Business Days; provided, however, that the Board of Trustees
or Directors, as applicable, of each Fund (hereinafter the "TRUSTEES/DIRECTORS")
may refuse to sell shares of any Portfolio to any person, or suspend or
terminate the offering of shares of any Portfolio if such action is required by
law or by regulatory authorities having jurisdiction or is, in the sole
discretion of the Trustees/Directors, acting in good faith and in compliance
with their fiduciary duties under federal and any applicable state laws,
necessary in the best interests of the shareholders of any Portfolio.
1.3 The Underwriter agrees to redeem for cash, upon the Company's request, any
full or fractional shares of the Funds held by the Company on behalf of a
Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Funds or
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their designee(s) of the request for redemption. For purposes of this Section,
the Company shall be the designee of the Funds for receipt of requests for
redemption from each Separate Account and receipt by such designee shall
constitute receipt by the applicable Fund; provided the Fund or the Underwriter
receives notice of such request for redemption via the NCSA by 9:00 a.m. Eastern
Time on the next following Business Day. The Funds will receive all orders to
redeem Portfolio shares using the NSCC's DCC&S platform. The Funds will also
provide the Company with account positions and activity data using the NSCC's
Networking platform. Payment for Fund shares redeemed shall be made in
accordance with this section using the NSCC's Fund/SERVE System. Payment shall
be in federal funds transmitted by the NSCC to the Separate Account's Settling
Bank as designated by the Company, on the same Business Day the applicable Fund
or the Underwriter receives notice of the redemption order from the Company
provided that the Fund or the Underwriter receives notice by 9:00 a.m. Eastern
Time on such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Funds for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Funds and the Underwriter agree to redeem for cash, upon the Company's
request, any full or fractional shares of the Funds held by the Company on
behalf of a Separate Account, executing such requests on a daily basis at the
net asset value next computed after receipt and acceptance by the Funds or their
designee(s) of the request for redemption. For purposes of this Section, the
Company shall be the designee of the Funds for receipt of requests for
redemption from each Separate Account and receipt by such designee shall
constitute receipt by the applicable Fund; provided the Fund or the Underwriter
receives notice of such request for redemption by 10:00 a.m. Eastern Time on the
next following Business Day. Payment shall be in federal funds transmitted by
wire to the Separate Account as designated by the Company, on the same Business
Day the applicable Fund or the Underwriter receives notice of the redemption
order from the Company provided that the Fund or the Underwriter receives notice
by 10:00 a.m. Eastern Time on such Business Day.
1.4 The Company agrees to purchase and redeem the shares of the Portfolios
named in SCHEDULE A offered by the then current prospectuses of the Funds in
accordance with the provisions of the applicable prospectus.
1.5 The Company will place separate orders to purchase or redeem shares of each
Portfolio.
1.6 Issuance and transfer of the Fund's shares will be by book entry only.
Share certificates will not be issued to the Company or any Separate Account.
Purchase and redemption orders for Fund shares will be recorded in an
appropriate title for each Separate Account or the appropriate subaccount of
each Separate Account.
1.7 The Underwriter shall furnish prompt notice to the Company of any income,
dividends or capital gain distributions payable on the Fund's shares. The
Company hereby elects to receive all such dividends and distributions as are
payable on a Portfolio's shares in the form of additional shares of that
Portfolio. The Funds shall notify the Company of the number of shares so issued
as payment of such dividends and distributions no later than one Business Day
after issuance. The Company reserves the right to revoke this election and to
receive in cash all such dividends and distributions declared after receipt of
notice of revocation by the Fund.
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1.8 The Underwriter shall use its best efforts to make the net asset value per
share for each Portfolio available to the Company on a daily basis as soon as
reasonably practical after the close of trading each Business Day.
1.9 If the Underwriter or any Fund provides incorrect share net asset value (to
the extent that the incorrect share net asset value is more than one-half of one
percent of the correct net asset value) per share, dividend or capital gain
information through no fault of the Company and such errors are not corrected by
4 p.m. Eastern Time the next Business Day (by providing the incorrect and the
correct NAV for each day that the error occurred), the Company shall be entitled
to an adjustment with respect to the Fund shares purchased or redeemed to
reflect the correct information. In addition, the Underwriter and/or the
applicable Fund shall be liable for the systems and out of pocket costs to make
all corrections to all Contract owner, participant, or beneficiary accounts with
respect to the Fund shares purchased or redeemed to reflect the correct net
asset value per share, dividend or capital gain information so that each
participant under a Contract is made whole. Any error in the calculation or
reporting of net asset value per share, dividend or capital gain information
shall he reported promptly to the Company upon discovery. Underwriter and/or the
applicable Fund shall reimburse the Company for all out of pocket expenses and
employee time incurred for correcting such incorrect information.
1.10 If the Company provides incorrect processing information through no fault
of the Funds or the Underwriter, the applicable Fund shall be entitled to an
adjustment with respect to the Fund shares purchased or redeemed to reflect the
correct information. Any error in the information provided by the Company shall
be reported to the applicable Fund and the Underwriter promptly upon discovery.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be
registered unless exempted from registration thereunder and that it will make
every effort to maintain such registration under the 1933 Act to the extent
required by the 1933 Act; that the Contracts will be issued and sold in
compliance in all material respects with all applicable federal and state laws,
including any state insurance suitability requirements, if applicable. 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 Separate Account prior to any issuance or sale of
Contracts, shares or other interests therein, as a segregated asset account
under the insurance laws of the State of Connecticut and has registered or,
prior to any issuance or sale of the Contracts, will register and will maintain
the registration of each Separate Account as a unit investment trust in
accordance with and to the extent required by the provisions of the 1940 Act,
unless exempt therefrom, to serve as a segregated investment account for the
Contracts. Unless exempt, the Company shall amend its registration statement for
its Contracts under the 1933 Act and the 1940 Act from time to time as required
in order to effect the continuous offering of its Contracts. The Company shall
register and qualify the Contracts for sale in accordance with securities laws
of the various states only if and to the extent deemed necessary by the Company.
2.2 The Company acknowledges that the Funds do not meet the requirements
necessary for the Contracts to qualify as diversified under Section 817(h) of
the Code.
2.3 The Funds and the Underwriter represent and warrant that (i) Fund shares
sold pursuant to this Agreement shall be registered under the 1933 Act and duly
authorized for issuance in accordance with applicable law and that the Funds are
and shall remain registered under the 1940 Act for as long as the Fund shares
are sold; (ii) the Funds shall amend the registration statements for their
shares under the
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1933 Act and the 1940 Act from time to time as required in order to effect the
continuous offering of their shares; and (iii) the Funds shall register and
qualify their shares for sales in accordance with the laws of the various states
only if and to the extent deemed advisable by the Funds or the Underwriter.
2.4 The Funds represents that each Portfolio (a) is currently qualified as a
Regulated Investment Company under Subchapter M of the Code; (b) will make every
effort to maintain such qualification (under Subchapter M or any successor or
similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify or
might not so qualify in the future.
2.5 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Funds represents that their Boards of Trustees or
Directors, as applicable, including a majority of its Trustees/Directors who are
not interested persons of the Funds, have formulated and approved plans under
Rule 12b-1 to finance distribution expenses.
2.6 The Funds make no representation as to whether any aspect of its operations
(including, but not limited to, fees and expenses and investment policies)
complies with the insurance laws or insurance regulations of the various states
except that the Funds do represent that they shall at all times remain in
compliance with the state securities laws of the State of Connecticut. The Funds
and the Underwriter represent that their respective operations are and shall at
all times remain in material compliance with the laws of the State of
Connecticut to the extent required to perform this Agreement.
2.7 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance in all material respects with all applicable federal and state
securities laws, including without limitation the 1933 Act, the 1934 Act, and
the 0000 Xxx.
2.8 The Funds represent that they are lawfully organized and validly existing
under the laws of the Commonwealth of Massachusetts and that it does and that
they will comply in all material respects with applicable provisions of the 0000
Xxx.
2.9 The Funds represent and warrant that all of their Trustees/Directors,
officers, employees, investment advisers, and other individuals/entities having
access to the funds and/or securities of the Funds are and continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Funds in an amount not less than the minimum coverage as required by Rule
17g-1 under the 1940 Act or related provisions as may be promulgated from time
to time. The aforesaid Bond includes coverage for larceny and embezzlement and
is issued by a reputable bonding company.
2.10 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Funds are covered by a blanket fidelity bond or
similar coverage in an amount not less than $5 million. The aforesaid includes
coverage for larceny and embezzlement and is issued by a reputable bonding
company.
2.11 The foregoing representations and warranties shall be made, by the party
hereto that makes the representation or warranty as of the date first written
above and at the time of each purchase and each sale of the Fund's shares
pursuant to this Agreement.
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2.12 The Funds and the Underwriter acknowledge that the Company has a policy,
which may be amended from time to time, concerning abusive and/or disruptive
transactions that appear to follow a market timing pattern or may otherwise have
an adverse affect on the Funds or the Portfolios. The Company agrees that it
shall make reasonable efforts to identify and address such practices. In the
event that the Funds or Underwriter identifies abusive and/or disruptive
transactions that appear to follow a market timing pattern or may otherwise have
an adverse effect on the Funds or Portfolios, the Company agrees to make
reasonable efforts to address such practices.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Underwriter shall provide the Company at no charge with as many printed
copies of the Funds' current prospectuses and statements of additional
information as the Company may reasonably request. If requested by the Company,
in lieu of providing printed copies of the Funds' current prospectuses and
statements of additional information, the Funds shall provide camera-ready film,
computer diskettes, e-mail transmissions or PDF files containing the Funds'
prospectus and statements of additional information, and such other assistance
as is reasonably necessary in order for the Company once each year (or more
frequently if the prospectus and/or statement of additional information for the
Funds are amended during the year) to have the prospectus or private offering
document for the Contracts (if applicable) and the Funds' prospectuses printed
together in one document or separately. The Company may elect to print the
Funds' prospectuses and/or their statements of additional information in
combination with other fund companies' prospectuses and statements of additional
information.
3.2(a). The Funds, at their expense, shall provide the Company with copies of
the Funds' proxy statements, Fund reports to shareholders, and other Fund
communications to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.2(b). The Funds shall pay for the cost of typesetting, printing and
distributing all Fund prospectuses, statements of additional information, Fund
reports to shareholders and other Fund communications to Contract owners and
prospective Contract owners. The Funds shall pay for all costs for typesetting,
printing and distributing proxy materials.
3.3. 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 Funds may designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Funds to Contract owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract owners;
B. vote the Fund shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable
annuity contract owners, vote Fund shares held in the Separate
Account for which no timely instructions have been received, in the
same proportion as Fund shares of such Portfolio for which
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instructions have been timely received from the Company's Contract
owners. The Company reserves the right to vote Fund shares held in any
segregated asset account for its own account, to the extent permitted
by law. Notwithstanding the foregoing, with respect to the Fund shares
held by unregistered Separate 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, the
Company shall vote such Fund shares allocated to such Contracts only
in accordance with the Company's agreements with such Contract owners.
3.5 The Funds will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Funds will not hold annual meetings but will hold such
special meetings as may be necessary from time to time. Further, the Funds will
act in accordance with the SEC 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 with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Funds,
the Underwriter or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Funds or the Underwriter is named, at least fifteen
calendar days prior to its use. No such literature or material shall be used
without prior approval from the Fund, the Underwriter or their designee,
however, the failure to object in writing within such fifteen days will be
deemed approval. Such approval process shall not apply to subsequent usage of
materials that are substantially similar to prior approved materials.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Funds
or concerning the Funds in connection with the sale of the Contracts other than
the information or representations contained in the registration statements or
prospectuses for the Fund shares, as such registration statements and
prospectuses may be amended or supplemented from time to time, or in reports to
shareholders or proxy statements for the Funds, or in sales literature or other
promotional material approved by the Funds or their designee(s), except with the
permission of the Funds, the Underwriter or their designee.
4.3 The Funds shall furnish, or shall cause to be furnished, to the Company or
its designee, each piece of sales literature or other promotional material
prepared by or for the Funds or the Underwriter in which the Company or any
Separate Account is named, at least fifteen calendar days prior to its use. No
such literature or material shall be used without prior approval from the
Company or its designee, however, the failure to object in writing within such
fifteen days will be deemed approval. Such approval process shall not apply to
subsequent usage of materials that are substantially similar to prior approved
materials.
4.4 Neither the Funds nor the Underwriter shall give any information or make
any representations on behalf of the Company or concerning the Company, each
Separate Account, or the Contracts other than the information or representations
contained in the Contracts, a disclosure document, registration statement or
prospectus for the Contracts (if applicable), as such Contract registration
statement and prospectus or disclosure document may be amended or supplemented
from time to time, or in published reports for each Separate Account which have
been filed with the SEC or are in the public
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domain or approved by the Company for distribution to Contract owners or
participants, or in sales literature or other promotional material approved by
the Company, except with the permission of the Company.
4.5 The Funds will provide to the Company at least one complete copy of all
prospectuses, statements of additional information, reports to shareholders,
proxy statements, applications for exemptions, requests for no-action relief and
all amendments to any of the above, that relate to the Funds or their shares,
promptly after the filing of such document with the SEC or other regulatory
authorities.
4.6. The Company will provide to the Funds at least one complete copy of all
prospectuses, statements of additional information, reports, solicitations for
voting instructions, applications for exemption, requests for no-action relief
and all amendments to any of the above, if applicable to the investment in a
Separate Account or Contract, promptly after the filing of such document with
the SEC or other regulatory authorities.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, Internet, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Funds 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 Funds and the Underwriter. Any such use shall be in
accordance with the quality standards for the use of such names and marks that
the Funds provide to the Company from time to time. Except as provided in
Section 4.1, the Company shall not use any such names or marks on its own behalf
or on behalf of a Separate Account in connection with marketing the Contracts
without prior written consent of the applicable Fund and the Underwriter. Upon
termination of this Agreement for any reason, the Company shall cease all use of
any such names or marks. To the extent, if any, that any ownership interest in
and to the names and marks of the Funds do not automatically vest in the Funds
by virtue of this Agreement, and instead vests in the Company, the Company
hereby transfers and assigns to the Funds all right, title and interest that the
Company may have in and to the names and marks of the Funds.
4.9 The Funds 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. Any such use shall be in
accordance with the quality standards for the use of such names and marks that
the Company provides to the Funds and the Underwriter from time to time. Except
as provided in Section 4.3, the Funds 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 Funds and Underwriter shall
cease all use of any such names or marks. To the extent, if any, that any
ownership interest in and to the names and marks of the Company do not
automatically vest in the Company by virtue of this Agreement, and instead vests
in the
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Funds or the Underwriter, the Funds and the Underwriter hereby transfer and
assign to the Company all right, title and interest that the Funds and/or the
Underwriter may have in and to the names and marks of the Company.
ARTICLE V. Fees and Expenses
5.1 The Funds shall pay the fees and expenses provided for in the attached
SCHEDULE B.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the
Underwriter and each of their respective trustees, directors,
officers, employees or agents and each person, if any, who controls
the Funds or the Underwriter within the meaning of section 15 of the
1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of
this Section 6.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Company) or litigation (including reasonable legal
and other expenses), to which the Indemnified Parties may become
subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements are related to the sale,
the acquisition of, or investment in, the Fund's shares or the
Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus, statement of
additional information, or other disclosure document for the
Contracts or contained in the Contracts or sales literature or
other promotional material 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 an Indemnified Party
if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with
information furnished by such Indemnified Party, the Funds or the
Underwriter to the Company on behalf of the Funds or the
Underwriter for use in the registration statement, prospectus,
statement of additional information or disclosure document for the
Contracts or in the Contracts or sales literature (or any
amendment or supplement) or otherwise for use in connection with
the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of (a) statements or representations
by or on behalf of the Company (other than statements or
representations contained in the Funds registration statements,
Fund prospectuses or sales literature or other promotional
material of the Funds not supplied by the Company, or persons
under its control and other than statements or representations
authorized by the Funds or the Underwriter); or (b) the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty of the Company or persons under its control, with respect to
the sale or distribution of the Contracts or Fund shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in the Funds'
registration statements, Fund prospectuses, statements of
additional information or sales literature or other promotional
material of the Funds (or any amendment
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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 and in conformity with information furnished to the Funds or
the Underwriter by or on behalf of the Company or persons under
its control; or
(iv) arise as a result of any material failure by the Company to
provide the services and furnish the materials under the terms of
this Agreement; or
(v) 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
by the Company of this Agreement; except to the extent provided in
Sections 6.1(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
(c) In accordance with Section 6.3 hereof, the Indemnified Parties will
promptly notify the Company of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of
the Fund shares or the Contracts or the operation of the Fund.
6.2 Indemnification By the Underwriter
(a) The Underwriter agrees to indemnify and hold harmless the Company,
the Funds and each of their directors, officers, employees or agents
and each person, if any, who controls the Funds or the Company, as
the case may be, within the meaning of section 15 of the 1933 Act
(collectively, the "INDEMNIFIED PARTIES" for purposes of this
Section 6.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Underwriter) or litigation (including reasonable
legal and other expenses) to which the Indemnified Parties may
become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related
to the sale, the acquisition of, or the investment in, the shares of
the Portfolios that it distributes or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement, prospectus or statement of additional
information, or other disclosure document for the Funds or sales
literature or other promotional material of the Funds (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 by such Indemnified Party or the Company to
the Funds or the Underwriter on behalf of the Company for use in
the registration statement, prospectus, statement of additional
information or disclosure document for the Funds or in sales
literature of the Funds (or any amendment or supplement thereto)
or otherwise for use in connection with the sale of the Contracts
or the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
made by or on behalf of the Underwriter (other than statements or
representations contained in the registration statement,
prospectus or sales literature for the Contracts not supplied by
the Funds or the Underwriter or
10
persons under their respective control and other than statements
or representations authorized by the Company); or (b) the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty of the Funds or the Underwriter or persons under the control
of the Funds or the Underwriter, respectively, with respect to
the sale or distribution of the Contracts or Fund shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a registration
statement, prospectus, statement of additional information or
sales literature or other promotional material with respect to
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 and in conformity with
information furnished to the Company by or on behalf of the Funds
or the Underwriter or persons under the control of the Funds or
the Underwriter, respectively; or
(iv) arise as a result of any material failure by the Funds or the
Underwriter to provide the services and furnish the materials
under the terms of this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter or the
Funds in this Agreement or arise out of or result from any other
material breach of this Agreement by the Underwriter or the Fund;
except to the extent provided in Sections 6.2(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Underwriter of the commencement of any
litigation or proceedings against them in connection with the
issuance or sale of the Fund shares or the Contracts or the
operation of the Separate Accounts.
6.3 Indemnification by the Funds
(a) The Funds each agree to indemnify and hold harmless the Company, the
Underwriter and each of their directors, officers, employees or
agents and each person, if any, who controls the Company or the
Underwriter, as the case may be, within the meaning of section 15 of
the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes
of this Section 6.3) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Fund) or litigation (including reasonable legal and
other expenses) to which the Indemnified Parties may become subject
under any statute, regulation, at common law or otherwise, insofar
as such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) or settlements are related to the sale, the
acquisition of, or the investment in, the shares of the Portfolios
or the Contracts and:
(i) arise as a result of any material failure by the Funds to provide
the services and furnish the materials under the terms of this
Agreement; or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter or the
either Fund in this Agreement or arise out of or result from any
other material breach of this Agreement by the Underwriter or the
Funds; except to the extent provided in Sections 6.3(b) and 6.4
hereof.
11
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Underwriter of the commencement of any
litigation or proceedings against them in connection with the
issuance or sale of the Fund shares or the Contracts or the
operation of the Separate Accounts.
6.4. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article
VI ("INDEMNIFYING PARTY" for the purpose of this Section 6.4) shall
not be liable under the indemnification provisions of this Article
VI with respect to any claim made against a party entitled to
indemnification under this Article VI ("INDEMNIFIED PARTY" for the
purpose of this Section 6.4) unless such Indemnified Party shall
have notified the Indemnifying Party 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 party shall have received
notice of such service on any designated agent), but failure to
notify the Indemnifying Party of any such claim shall not relieve
the Indemnifying Party from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than
on account of the indemnification provision of this Article VI. In
case any such action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate, at its own
expense, in the defense thereof. The Indemnifying Party also shall
be entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from the Indemnifying
Party to the Indemnified Party of the Indemnifying Party's election
to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by the
Indemnified Party, and the Indemnifying Party 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,
unless otherwise specifically agreed to by both the Indemnifying
Party and the Indemnified Party.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
7.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
12
ARTICLE VIII. Termination
8.1 This Agreement shall terminate:
(a) at the option of any party upon four months' advance written notice
to the other parties unless otherwise agreed in a separate written
agreement among the parties; or
(b) at the option of the Funds or the Underwriter upon institution of
formal proceedings against the Company by the NASD, NASD Regulation,
Inc. ("NASDR"), the SEC, the insurance commission 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 administration
of the Contracts, the operation of the Separate Accounts, or the
purchase of the Fund shares, which in the judgment of the Funds or
the Underwriter are reasonably likely to have a material adverse
effect on the Company's ability to perform its obligations under this
Agreement; or
(c) at the option of the Company upon institution of formal proceedings
against the Fund or the Underwriter by the NASD, NASDR, the SEC, or
any state securities or insurance department or any other regulatory
body, related to the purchase or sale of the Fund shares or the
operation of the Funds which in the judgment of the Company are
reasonably likely to have a material adverse effect on the
Underwriter's or the Fund's ability to perform its obligations under
this Agreement; or
(d) at the option of the Company if a Portfolio delineated in SCHEDULE A
ceases to qualify as a Regulated Investment Company under Subchapter
M of the Code (a "RIC"), or under any successor or similar provision,
and the disqualification is not cured within the period permitted for
such cure, or if the Company reasonably believes that any such
Portfolio may fail to so qualify and be unable to cure such
disqualification within the period permitted for such cure; or
(e) at the option of the Fund with respect to any Portfolio, upon 60
days' advance written notice from the Fund or the Underwriter to the
Company, upon a decision by the Fund to cease offering shares of the
Portfolio for sale;
(f) at the option of any party to this Agreement, upon another party's
material breach of any provision of this Agreement; provided that
the party not in breach shall give the party in breach notice of the
breach and the party in breach does not cure such breach within 30
days of receipt of such notice of breach; or
(g) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund or the
Underwriter has suffered a material adverse change in its business,
operations or financial condition since the date of this Agreement
or is the subject of material adverse publicity which is likely to
have a material adverse impact upon the business and operations of
the Company; or
(h) at the option of the Funds or the Underwriter if the Funds or the
Underwriter respectively, shall determine in its sole judgment
exercised in good faith, that the Company has suffered a material
adverse change in its business, operations or financial condition
since the date of this Agreement or is the subject of material
adverse publicity which is likely to have a material adverse impact
upon the business and operations of the Funds or Underwriter.
13
8.2 Notice Requirement
(a) in the event that any termination of this Agreement is based upon
the provisions of Sections 8.1(b), 8.1(c) or 8.1(d), prompt written
notice of the election to terminate this Agreement for cause shall
be furnished by the party terminating the Agreement to the
non-terminating parties, with said termination to be effective upon
receipt of such notice by the non-terminating parties; provided that
for any termination of this Agreement based on the provisions of
Section 8.1(d), said termination shall be effective upon the
Portfolio's failure to qualify as a RIC and to cure such
disqualification within the period permitted for such cure.
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(f) or 8.1(g), prior written notice of the
election to terminate this Agreement for cause shall be furnished by
the party terminating this Agreement to the non-terminating parties.
Such prior written notice shall be given by the party terminating
this Agreement to the non-terminating parties at least 60 days before
the effective date of termination.
8.3 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
8.4 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to
Section 8.1(a) through 8.1(g) of this Agreement and subject to
Section 1.2 of this Agreement, the Funds and the Underwriter shall,
at the option of the Company, continue to make available additional
shares of the Funds 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"), unless such further sale of Fund shares is proscribed
by law, regulation or an applicable regulatory body. Specifically,
without limitation, the owners of the Existing Contracts shall be
permitted to direct reallocation of investments in the Fund, redeem
investments in the Funds and/or invest in the Funds upon the making
of additional purchase payments under the Existing Contracts unless
such further sale of Fund shares is proscribed by law, regulation or
an applicable regulatory body.
(b) The Funds and/or Underwriter shall remain obligated to pay Company
the fee in effect as of the date of termination for so long as shares
are held by the Accounts and Company continues to provide services to
the Accounts; provided that, in the case of service fees paid by the
Fund pursuant to the 1940 Act, the Trustees/Directors of the Funds
have not terminated payment of such fees. The fees payable under this
Agreement shall apply to shares purchased both prior to and
subsequent to the date of termination. This Agreement, or any
provision thereof, shall survive the termination to the extent
necessary for each party to perform its obligations with respect to
shares for which a fee continues to be due subsequent to such
termination.
(c) If any party terminates this Agreement with respect to any Portfolio
pursuant to this Article VIII, the Agreement shall nevertheless
continue in effect as to any shares of the Portfolio that are
outstanding as of the date of such termination ("Initial Termination
Date"). This continuation shall extend to the earlier of (a) the
date as of which a Separate Account no longer owns any shares of the
affected Portfolio; or (b) the date as of 180 days following the
Initial Termination Date, or, at the Fund's option, such later date
as is necessary for the Company to obtain a substitution order from
the SEC, the application for which the Company will diligently
pursue.
14
8.5 Survival
The provisions of Article II (Representations and Warranties), Article VI
(Indemnification), Article VII (Applicable Law) and Article X (Miscellaneous)
shall survive termination of this Agreement. In addition, all other applicable
provisions of this Agreement shall survive termination so long as shares of the
Fund are held on behalf of Contract owners in accordance with Section 8.4,
except that the Fund and the Underwriter shall have no further obligation to
make Fund shares available in Contracts issued after termination.
8.6 Redemptions by the Company
Until 90 days after the Company shall have notified the Fund or the Underwriter
of its intention to do so, or except as necessary to implement Contract owner
initiated and approved transactions, or as required by state insurance laws or
regulations, the Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in the Separate Account), and the Company shall not prevent Contract owners from
allocating payments to the Fund that was otherwise available under the
Contracts.
ARTICLE IX. Notices
9.1 (a) Any notice shall be deemed duly given only if sent by hand or
overnight express delivery, evidenced by written receipt or by certified mail,
return receipt requested, 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. All notices shall be deemed given the date
received or rejected by the addressee.
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, Investment Products Division
with a copy to:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
15
If to the Fund:
Attention:
If to the Underwriter:
Attention:
with a copy to:
Attention:
ARTICLE X Miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the Contracts and all
other information reasonably identified as such in writing by any other party
hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information without the express prior
written consent of the affected party until such time as it may come into the
public domain. In addition, the parties hereby represent that they will use and
disclose Personal Information (as defined below) only to carry out the purposes
for which it was disclosed to them and will not use or disclose Personal
information if prohibited by applicable law, including, without limitation,
statutes and regulations enacted pursuant to the Xxxxx-Xxxxx-Xxxxxx Act (Public
Law 106-102). "PERSONAL INFORMATION" means financial and medical information
that identifies an individual personally and is not available to the public,
including, but not limited to, credit history, income, financial benefits,
policy or claim information and medical records. If either party outsources
services to a third party, such third party will agree in writing to maintain
the security and confidentiality of any information shared with them.
10.2 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
10.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
10.5 This Agreement, including the rights and obligations herein, shall not be
assigned by any party hereto without the prior written consent of all the
parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, NASDR and state insurance regulators) and shall permit reasonable access
to its books and records in connection with any investigation or inquiry
relating to this Agreement or the transactions contemplated hereby.
16
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to he maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Portfolios of the Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY THE XXXXX XXXXX GROWTH & INCOME
FUND
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ X.X. X' Xxxxxx
------------------------------ ------------------------------
Name: Name: X.X. X' Xxxxxx
Title: Title: Treasurer
THE XXXXX XXXXX UTILITIES FUND THE XXXXX XXXXX WORLDWIDE HEALTH
SCIENCES FUND
By: /s/ X.X. X' Xxxxxx By: /s/ X.X. X' Xxxxxx
------------------------------ ------------------------------
Name: X.X. X' Xxxxxx Name: X.X. X' Xxxxxx
Title: Treasurer Title: Treasurer
XXXXX XXXXX DISTRIBUTORS, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: V. P. Marketing, Director
Retirement Plans
17
SCHEDULE A
Separate Accounts
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3,TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC,
Eleven
PORTFOLIOS
*Xxxxx Xxxxx Large Cap Value
Xxxxx Xxxxx Utilities
Xxxxx Xxxxx Worldwide Health Sciences
*Class A Shares
*Name Change
18
SCHEDULE B
In consideration of the services provided by the Company, the Funds agree to pay
the Company an amount equal to the following basis points per annum on the
average aggregate amount invested by the Company's Separate Account(s) in each
Portfolio under the Retail Fund Participation Agreement, such amounts to be paid
within 30 days of the end of each calendar quarter.
ADDITIONAL
SERVICE
PORTFOLIO SUB T/A FEES FEES SERVICE FEES
---------------------------------------------------------------------------------------------
*Xxxxx Xxxxx Large Cap Value 0.20% 0.05% 0.25%
Xxxxx Xxxxx Utilities 0.20% 0.05% 0.25%
Xxxxx Xxxxx Worldwide Health Sciences 0.20% 0.05% 0.25%
------------
* Name Change
19
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Between
THE XXXXX XXXXX GROWTH & COMPANY INCOME FUND,
THE XXXXX XXXXX UTILITIES FUND,
THE XXXXX XXXXX WORLDWIDE HEALTH SCIENCE FUND,
XXXXX XXXXX DISTRIBUTORS, INC.,
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT to the
Retail Fund Participation Agreement dated May 1, 2002 is
made and entered into as of the 1st day of October, 2004 between Hartford Life
Insurance Company (the "COMPANY"), a stock life insurance company organized
under the laws of
Connecticut, Xxxxx Xxxxx Growth & Income Fund, Xxxxx Xxxxx
Utilities Fund and Xxxxx Xxxxx Worldwide Health Sciences Fund, each an open-end
diversified management investment company organized under the laws of
Massachusetts (the "FUNDS" and individually each a "FUND"). and Xxxxx Xxxxx
Distributors. Inc., a Massachusetts corporation (the "UNDERWRITER").
WHEREAS, the Company, the Funds and the Underwriter are parties to a certain
Retail Fund Participation Agreement dated May 1, 2002 (the "Agreement").
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
certain Funds.
WHEREAS, defined terms in the Agreement shall have the same meaning in this
Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedules A and B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY THE XXXXX XXXXX GROWTH & INCOME FUND
By: /s/ Xxxxx Xxxxx By: /s/ X. X. X' Xxxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxx Name: X. X. X' Xxxxxx
Title: Vice President Title: Treasurer
Date: 10/5/04 Date: 10-6-04
THE XXXXX XXXXX UTILITIES FUND THE XXXXX XXXXX WORLDWIDE HEALTH SCIENCE
FUND
By: /s/ X. X. X' Xxxxxx By: /s/ X. X. X' Xxxxxx
------------------------------ ------------------------------
Name: X. X. X' Xxxxxx Name: X. X. X' Xxxxxx
Title: Treasurer Title: Treasurer
Date: 10-6-04 Date: 10-6-04
XXXXX XXXXX DISTRIBUTORS, INC.
By: /s/ [ILLEGIBLE]
------------------------------
Name: [ILLEGIBLE]
Title: [ILLEGIBLE]
Date: 10/6/04
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC.
PORTFOLIOS
Xxxxx Xxxxx Large Cap Value (Class A and Class R Shares)
Xxxxx Xxxxx Utilities (Class A Shares)
Xxxxx Xxxxx Worldwide Health Sciences (Class A and Class R Shares)
Xxxxx Xxxxx Inc. Boston (Class A and R Shares)
SCHEDULE B
In consideration of the services provided by the Company, the Funds agrees to
pay the Company an amount equal to the following basis points per annum on the
average amount invested by the Company's Separate Account(s) in each Portfolio
under the
Retail Fund Participation Agreement, such amounts to be paid within 30
days of the end of each calendar quarter.
PORTFOLIO FEES SUB T/A FEES SERVICE FEES
-----------------------------------------------------------------------------------------
Xxxxx Xxxxx Large Cap Value -- Class A Shares 0.25% 0.25%
Xxxxx Xxxxx Utilities -- Class A Shares 0.25% 0.25%
Xxxxx Xxxxx Worldwide Health Sciences -- Class A Shares 0.25% 0.25%
Xxxxx Xxxxx Inc. Boston -- Class A Shares 0.25% 0.25%
Xxxxx Xxxxx Large Cap Value -- Class R Shares 0.25% 0.50%
Xxxxx Xxxxx Worldwide Health Sciences -- Class R Shares 0.25% 0.50%
Xxxxx Xxxxx Income Fund of Boston -- Class R Shares 0.25% 0.50%
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Between
XXXXX XXXXX SPECIAL INVESTMENT TRUST
on behalf of Xxxxx Xxxxx Large-Cap Value Fund
and Xxxxx Xxxxx Utilities Fund,
XXXXX XXXXX SERIES TRUST II
on behalf of Xxxxx Xxxxx Income Fund of Boston,
XXXXX XXXXX GROWTH TRUST
on behalf of Xxxxx Xxxxx Worldwide Health Sciences Fund,
(collectively, the "Funds"),
XXXXX XXXXX DISTRIBUTORS, INC.,
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT to the
Retail Fund Participation Agreement dated June 1, 2007 is
made and entered into as of the 12 day of June, 2007 between Hartford Life
Insurance Company (the "COMPANY"), a stock life insurance company organized
under the laws of
Connecticut, Xxxxx Xxxxx Growth & Income Fund, Xxxxx Xxxxx
Utilities Fund and Xxxxx Xxxxx Worldwide Health Sciences Fund, each an open-end
diversified management investment company organized under the laws of
Massachusetts (the "FUNDS" and individually each a "FUND"), and Xxxxx Xxxxx
Distributors, Inc., a Massachusetts corporation (the "UNDERWRITER").
WHEREAS, the Company, the Funds and the Underwriter are parties to a certain
Retail Fund Participation Agreement dated May 1, 2002 (the "Agreement").
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
certain Funds.
WHEREAS, defined terms in the Agreement shall have the same meaning in this
Amendment.
NOW,THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedules A and B.
2. This Amendment may be executed in counterparts, each of which shall he an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY EACH OF THE FUNDS
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President Title: Treasurer
Date: 6/12/07 Date: 6/7/07
XXXXX XXXXX DISTRIBUTORS, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: V.P. Director Retirement Plans
Date: 6/7/2007
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven, Fourteen.
PORTFOLIOS
All Class A Class R and Class I Shares
SCHEDULE B
In consideration of the services provided by the Company, the Funds agrees to
pay the Company an amount equal to the following basis points per annum on the
average amount invested by the Company's Separate Account(s) in each Portfolio
under the
Retail Fund Participation Agreement, such amounts to be paid within 30
days of the end of each calendar quarter.
PORTFOLIO FEES SUB T/A FEES SERVICE FEES
--------------------------------------------------------------------------
All Class A Shares 0.25% 0.25%
All Class R Shares 0.25% 0.50%
All Class I Shares 0.15% 0.00%
THIRD AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
This amendment agreement (the "AMENDMENT") is made this 22nd day of March 2011,
and amends the prior Agreement dated May 1, 2002, as amended, among Hartford
Life Insurance Company, a Connecticut corporation, (the "COMPANY"), Xxxxx Xxxxx
Distributors, Inc., a Massachusetts corporation ("UNDERWRITER"), and each
registered investment company listed on Schedule A hereto, on behalf of each
participating series thereof (each a "FUND" collectively the "FUNDS").
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Agreement.
WHEREAS, the Company issues insurance Contracts in connection with certain
retirement to plans ("PLANS") and provides administrative services comprised of,
but not limited to, recordkeeping, reporting and processing services to the
retirement Plans as indicated in the Agreement.
WHEREAS, Underwriter acts as principal underwriter for the Xxxxx Xxxxx Family of
Funds, consisting of the separate series of each registered investment company
identified in Schedule A attached hereto, which Funds in the Portfolios may be
updated from time to time, and the Company intends to purchase and redeem shares
of additional Fund Portfolios on behalf of each corresponding Separate Account
to fund the Contracts as set out under the terms and conditions of the
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Schedule A of the Agreement is deleted and replaced in its entirety by the
Schedule A attached to this Amendment. Underwriter agrees to update and provide
the Company on a periodic basis (without formal amendment to the Agreement) with
a current listing of Funds available under this Agreement for which Underwriter
serves as principal underwriter. Any replacement updates to such Schedule shall
be signed and dated by the Underwriter, and acknowledged thereon in writing by
the Company, to make clear when the Funds listed are available.
2. Schedule B of the Agreement is deleted and replaced in its entirety by the
Schedule B attached to this Amendment.
3. All other terms of the Agreement shall continue in force and effect pursuant
to the terms thereof.
4. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly
authorized officers as of the date above.
HARTFORD LIFE INSURANCE COMPANY XXXXX XXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxx X. Xxxxx
----------------------------- -----------------------------
Xxxxxxx X. Xxxx Xxxx X. Xxxxx
Its: Assistant Vice President Its: Senior Vice President,
Managing Director
Dated: 3/22/11 Dated: 3/28/2011
XXXXX XXXXX FUNDS (On behalf of each registered investment company listed on
Schedule A attached hereto)
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------
Its: Xxxxxxx Xxxxxxxx, Treasurer
Dated: 3/29/11
SCHEDULE B
COMPENSATION: The following compensation will be applicable for all Funds:
Part I Compensation for Sales of Fund Shares:
Please refer to appropriate Fund prospectus for details of compensation payable
to financial intermediaries on the sale of Fund shares.
Part II Compensation for Shareholder Services:
Please refer to appropriate Fund prospectus for details of service fees payable
by the Funds to financial intermediaries. In addition, 5 Basis Point Annual Fee
payable by Fund Distributor.
Part III Compensation for Administrative Services:
Class A C and R shares -- 00 Xxxxx Xxxxx Annual Fee
Class I shares -- 15 Basis Point Annual Fee
Pursuant to an agreement between the Funds and the Fund Party, all or a portion
of the Part III fee may be paid by the Funds.
HSD or its designee shall calculate the amount of each quarterly payment and
shall deliver to the Fund Party a quarterly invoice showing the calculation of
the amount payable to HSD. These invoices may be sent either electronically or
via hard copy to the address below:
Email: XXXXxxxxxxxxxxxx@xxxxxxxxxx.xxx
US Mail: Xxxxx Xxxxx Distributors, Inc.
Attn: Retirement Plans Xxxx.
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Wire & ACH instructions for Hartford Compensation payable pursuant to Part II
above:
Bank of America
Xxxxxxxx, XX 00000
Acct Name: Hartford Life Insurance Company
ABA # 000000000
Acct # 50213808
ACH instructions are the same EXCEPT the ABA is 000000000
Please ensure Fund company name, fee type and payment period incurred are
included in the wire or ACH.
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts.
Portfolios
As provided in writing, from time to time, by the parties and attached hereto.