FUND PARTICIPATION AGREEMENT
THIS FUND PARTICIPATION AGREEMENT is made and entered into as of June 30,
1995, by and between HARTFORD LIFE INSURANCE COMPANY (the "Company"), TCI
PORTFOLIOS, INC. (the "Issuer"), and the investment adviser of the Issuer,
INVESTORS RESEARCH CORPORATION ("Investors Research").
WHEREAS, the Company offers to the public certain group and individual
variable annuity contracts, specifically, group contracts to employee benefit
plans established under Section 403(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), and individual contracts in connection with Individual
Retirement Annuity products, which qualify under Section 408(b) of the Code
(collectively, the 403(b) and 408(b) contracts are referred to herein as the
"Contracts"); and
WHEREAS, the Company wishes to offer as investment options under the
Contracts, one or more of the funds identified in ATTACHMENT A attached hereto
(the "Funds"), each of which is a series of mutual fund shares registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), and issued by
the Issuer; and
WHEREAS, on the terms and conditions hereinafter set forth, Investors
Research and the Issuer desire to make shares of the Funds available as
investment options under the Contracts and to retain the Company to perform
certain administrative services on behalf of the Funds, and the Company is
willing and able to furnish such services;
NOW, THEREFORE, the Company, the Issuer and Investors Research agree as
follows:
1. TRANSACTIONS IN THE FUNDS. Subject to the terms and conditions of this
Agreement, the Issuer will make shares of the Funds available to be purchased,
exchanged, or redeemed, by the Company on behalf of the Account (defined in
SECTION 6(a) below) through a single account per Fund at the net asset value
applicable to each order. The Funds' shares shall be purchased and redeemed on a
net basis in such quantity and at such time as determined by the Company to
satisfy the requirements of the Contracts for which the Funds serve as
underlying investment media. Dividends and capital gains distributions will be
automatically reinvested in full and fractional shares of the Funds.
2. ADMINISTRATIVE SERVICES. The Company shall be solely responsible for
providing all administrative services for the Contracts owners. The Company
agrees that it will maintain and preserve all records as required by law to be
maintained and preserved, and will otherwise comply with all laws, rules and
regulations applicable to the marketing of the Contracts and the provision of
administrative services to the Contract owners.
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3. PROCESSING AND TIMING OF TRANSACTIONS.
(a) The Issuer hereby appoints the Company as its agent for the limited
purpose of accepting purchase and redemption orders for Fund shares from the
Contract owners. On each day the New York Stock Exchange (the "Exchange") is
open for business (each, a "Business Day"), the Company may receive instructions
from the Contract owners for the purchase or redemption of shares of the Funds
("Orders"). Orders received and accepted by the Company prior to the close of
regular trading on the Exchange (the "Close of Trading") on any given Business
Day and transmitted to the Issuer by 9:00 p.m. Central time on such Business Day
will be executed by the Issuer at the net asset value determined as of the Close
of Trading on such Business Day. Any Orders received by the Company on such day
but after the Close of Trading, and all Orders that are transmitted to the
Issuer after 9:00 p.m. Central time on such Business Day, will be executed by
the Issuer at the net asset value determined as of the Close of Trading on the
next Business Day following the day of receipt of such Order. The day on which
an Order is executed by the Issuer pursuant to the provisions set forth above is
referred to herein as the "Effective Trade Date".
(b) By 5:30 p.m. Central time on each Business Day, Investors Research
will provide to the Company via facsimile or other electronic transmission
acceptable to the Company the Funds' net asset value, dividend and capital gain
information and, in the case of income funds, the daily accrual for interest
rate factor (mil rate), determined at the Close of Trading.
(c) By 9:00 p.m. Central time on each Business Day, the Company will
provide to Investors Research via facsimile or other electronic transmission
acceptable to Investors Research a report stating whether the Orders received by
the Company from Contract owners by the Close of Trading on such Business Day
resulted in the Account being a net purchaser or net seller of shares of the
Funds.
(d) Upon the timely receipt from the Company of the report described in
(c) above, Investors Research will execute the purchase or redemption
transactions (as the case may be) at the net asset value computed as at the
Close of Trading on the Effective Trade Date. Payment for net purchase
transactions shall be made by wire transfer by the Company to the custodial
account designated by the Fund on the Business Day next following the effective
Trade Date. Payments for net redemption transactions shall be made by wire
transfer by the Issuer to the account designated by the Company within the time
period set forth in the applicable Fund's then-current prospectus; PROVIDED,
HOWEVER, Investors Research will use all reasonable efforts to settle all
redemptions on the Business Day next following the Effective Trade Date. On any
Business Day when the Federal Reserve Wire Transfer System is closed, all
communication and processing rules will be suspended for the settlement of
Orders. Orders will be settled on the next Business Day on which the Federal
Reserve Wire Transfer System is open and the Effective Trade Date will apply.
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4. PROSPECTUS AND PROXY MATERIALS.
(a) Investors Research shall provide to the shareholder of record for
each Fund copies of each Issuer's proxy materials, periodic fund reports to
shareholders and other materials that are required by law to be sent to the
Issuer's shareholders. In addition, Investors Research shall provide the Company
with a sufficient quantity of prospectuses of the Funds to be used in
conjunction with the transactions contemplated by this Agreement, together with
such additional copies of the Issuer's prospectuses as may be reasonably
requested by Company. If the Company provides for pass-through voting by the
Contract owners, Investors Research will provide the Company with a sufficient
quantity of proxy materials for each Contract owner.
(b) The cost of preparing, printing and shipping of the prospectuses,
proxy materials, periodic fund reports and other materials of the Issuer to the
Company shall be paid by Investors Research; PROVIDED, HOWEVER, that if at any
time Investors Research or its agent reasonably deems the usage by the Company
of such items to be excessive, it may, prior to the delivery of any quantity of
materials in excess of what is deemed reasonable, request that the Company
demonstrate the reasonableness of such usage. If the Investors Research believes
the reasonableness of such usage has not been adequately demonstrated, it may
request that the Company pay the cost of printing (including press time) and
delivery of any excess copies of such materials. Unless the Company agrees to
make such payments, Investors Research may refuse to supply additional materials
and this section shall not be interpreted as requiring delivery by Investors
Research or the Issuer of any copies in excess of the number of copies required
by law.
(c) The cost of distribution, if any, of any prospectuses, proxy
materials, periodic fund reports and other materials of the Issuer to the
Contract owners shall be paid by the Company and shall not be the responsibility
of Investors Research or the Issuer.
5. COMPENSATION AND EXPENSES.
(a) The Account shall be the sole shareholder of Fund shares purchased
for the Contract owners pursuant to this Agreement (the "Record Owners"). The
Company and the Record Owners shall properly complete any applications or other
forms required by Investors Research or the Issuer.
(b) Investors Research acknowledges that it will derive a substantial
savings in administrative expenses, such as a reduction in expenses related to
postage, shareholder communications and record keeping, by virtue of having a
single shareholder account per Fund for the Account rather than having each
Contract owner as a shareholder. In consideration of the Administrative Services
and performance of all other obligations under this Agreement by the Company,
Investors Research will pay the Company a fee (the "Administrative Services
fee") equal to 20 basis points (0.20%) per annum of the average aggregate amount
invested by the Company under this Agreement, commencing with the month in which
the average aggregate market value of investments by the Company (on behalf of
the Contract owners) in the Funds
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exceeds $10 million. No payment obligation shall arise until the Company's
average aggregate investment in the Funds reaches $10 million, and such payment
obligation, once commenced, shall be suspended with respect to any month during
which the Company's average aggregate investment in the Funds drops below $10
million.
(c) The parties understand that Investors Research customarily pays, out
of its management fee, another affiliated corporation for the type of
administrative services to be provided by the Company to the Contract owners.
The parties agree that the payments by Investors Research to the Company, like
Investors Research's payments to its affiliated corporation, are for
administrative services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution.
(d) For the purposes of computing the payment to the Company contemplated
by this SECTION 5, the average aggregate amount invested by the Account in the
Funds over a one month period shall be computed by totalling the Company's
aggregate investment (share net asset value multiplied by total number of shares
of the Funds held by the Company) on each Business Day during the month and
dividing by the total number of Business Days during such month.
(e) Investors Research will calculate the amount of the payment to be made
pursuant to this SECTION 5 at the end of each calendar quarter and will make
such payment to the Company within 30 days thereafter. The check for such
payment will be accompanied by a statement showing the calculation of the
amounts being paid by Investors Research for the relevant month and such other
supporting data as may be reasonably requested by the Company.
(f) In the event Investors Research reduces its management fee with
respect to any Fund after the date hereof, Investors Research may amend the
Administrative Services fee payable with regard to such Fund by providing the
Company 30 days' advance written notice of any such adjustment. The revised
Administrative Services fee shall become effective as of the latter of 30 days
from the date of delivery of the notice or the date prescribed in the notice.
6. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents and warrants that: (i) this Agreement has
been duly authorized by all necessary corporate action and, when executed and
delivered, shall constitute the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms; (ii) it has established
HVA-DC-VA-II as a duly authorized and established separate account under
Connecticut Insurance law (the "Account"); (iii) the Account is registered as a
unit investment trust under the 1940 Act to serve as an investment vehicle for
the Contracts; (iv) the Contracts are exempt from registration under the
Securities Act of 1933; (v) each Contract provides for the allocation of net
amounts received by the Company to an Account for investment in the shares of
one of more specified investment companies selected among those companies
available through the Account to act as underlying investment media; (vi)
selection of a particular investment company is made by the Contract owner under
a particular Contract, who may change such selection from time to time in
accordance with the terms of the applicable Contract; and
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(vii) the activities of the Company contemplated by this Agreement comply with
all provisions of federal and state insurance, securities, and tax laws
applicable to such activities.
(b) Investors Research represents that: (i) this Agreement has been duly
authorized by all necessary corporate action and, when executed and delivered,
shall constitute the legal, valid and binding obligation of Investors Research
and Issuer, enforceable in accordance with its terms; and (ii) the investments
of the Funds will at all times be adequately diversified within the meaning of
Section 817(h) of the Internal Revenue Service Code of 1986, as amended
(the"Code"), and the regulations thereunder, and that at all times while this
Agreement is in effect, all beneficial interests in each of the Funds will be
owned by one or more insurance companies or by any other party permitted under
Section 1.817-5(f)(3) of the Regulations promulgated under the Code.
7. ADDITIONAL COVENANTS AND AGREEMENTS.
(a) Each party shall comply with all provisions of federal and state laws
applicable to its respective activities under this Agreement.
(b) Each party shall promptly notify the other parties in the event that
it is, for any reason, unable to perform any of its obligations under this
Agreement.
(c) The Company covenants and agrees that all Orders accepted and
transmitted by it hereunder with respect to each Account on any Business Day
will be based upon instructions that it received from the Contract owners in
proper form prior to the Close of Trading of the Exchange on that Business Day.
(d) The Company agrees to make every reasonable effort to market its
Contracts. It will use its best efforts to give equal emphasis and promotion to
shares of the Funds as is given to other underlying investments of the Account.
(e) The Company shall not, without the written consent of Investors
Research, make representations concerning the Issuer or the shares of the Funds
except those contained in the then-current prospectus and in current printed
sales literature approved by Investors Research or the Issuer.
(f) Advertising and sales literature with respect to the Issuer or the
Funds prepared by the Company or its agents, if any, for use in marketing shares
of the Funds as underlying investment media to Contract owners shall be
submitted to Investors Research for review and approval before such material is
used. Investors Research shall use reasonable efforts to cooperate with Company
in reviewing such materials in a timely fashion. Company acknowledges that
Investors Research's review of materials submitted to it are for internal due
diligence purposes and not for determining or ensuring compliance with
Securities and Exchange Commission ("SEC") or National Association of Securities
Dealers, Inc. ("NASD") or other regulatory agency rules or requirements, if any.
Company acknowledges and agrees that the
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responsibility for ensuring compliance with SEC, NASD or other regulatory agency
rules or requirements, if any, is Company's obligation.
(g) Investors Research will provide to the Company at least one complete
copy of all registration statements, prospectuses, statements of additional
information, annual and semi-annual reports, proxy statements and all amendments
or supplements to any of the above that relate to the Funds promptly after the
filing of such document with the SEC or other regulatory authorities.
(h) The Company will provide to Investors Research at least one complete
copy of all registration statements, prospectuses, statements of additional
information, annual and semi-annual reports, proxy statements, and all
amendments or supplements to any of the above that relate to the Account
promptly after the filing of such document with the SEC or other regulatory
authority.
8. USE OF NAMES. Except as otherwise expressly provided for in this
Agreement, neither Investors Research nor the Funds shall use any trademark,
trade name, service ▇▇▇▇ or logo of the Company, or any variation of any such
trademark, trade name, service ▇▇▇▇ or logo, without the Company's prior written
consent, the granting of which shall be at the Company's sole option. Except as
otherwise expressly provided for in this Agreement, the Company shall not use
any trademark, trade name, service ▇▇▇▇ or logo of the Issuer or Investors
Research, or any variation of any such trademarks, trade names, service marks,
or logos, without the prior written consent of either the Issuer or Investors
Research, as appropriate, the granting of which shall be at the sole option of
Investors Research and/or the Issuer.
9. PROXY VOTING.
(a) The Company shall provide pass-through voting privileges to all
Contract owners so long as the SEC continues to interpret the 1940 Act as
requiring such privileges. It shall be the responsibility of the Company to
assure that it and the separate accounts of the other Participating Companies
(as defined in Section 11(a) below) participating in any Fund calculate voting
privileges in a consistent manner.
(b) The Company will distribute to Contract owners all proxy material
furnished by Investors Research and will vote shares in accordance with
instructions received from such Contract owners. The Company shall vote Fund
shares for which no instructions have been received in the same proportion as
shares for which such instructions have been received. The Company and its
agents shall not oppose or interfere with the solicitation of proxies for Fund
shares from such Contract owners.
10. INDEMNITY.
(a) Investors Research agrees to indemnify and hold harmless the Company
and its officers, directors, employees, agents, affiliates and each person, if
any, who controls the
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Company within the meaning of the Securities Act of 1933 (collectively, the
"Indemnified Parties" for purposes of this SECTION 10(a)) against any losses,
claims, expenses, damages or liabilities (including amounts paid in settlement
thereof) or litigation expenses (including legal and other expenses)
(collectively, "Losses"), to which the Indemnified Parties may become subject,
insofar as such Losses result from a breach by Investors Research of a material
provision of this Agreement. Investors Research will reimburse any legal or
other expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. Investors Research shall not be
liable for indemnification hereunder if such Losses are attributable to the
negligence or misconduct of the Company in performing its obligations under this
Agreement.
(b) The Company agrees to indemnify and hold harmless Investors Research
and the Issuer and their respective officers, directors, employees, agents,
affiliates and each person, if any, who controls the Issuer or Investors
Research within the meaning of the Securities Act of 1933 (collectively, the
"Indemnified Parties" for purposes of this SECTION 10(b)) against any Losses to
which the Indemnified Parties may become subject, insofar as such Losses result
from a breach by the Company of a material provision of this Agreement. The
Company will reimburse any legal or other expenses reasonably incurred by the
Indemnified Parties in connection with investigating or defending any such
Losses. The Company shall not be liable for indemnification hereunder if such
Losses are attributable to the negligence or misconduct of Investors Research or
the Issuer in performing their obligations under this Agreement.
(c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under this SECTION 10. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this SECTION 10 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnifying party assumes the defense of any such action, the
indemnifying party shall not, without the prior written consent of the
indemnified parties in such action, settle or compromise the liability of the
indemnified parties in such action, or permit a default or consent to the entry
of any judgement in respect thereof, unless in connection with such settlement,
compromise or consent, each indemnified party receives from such claimant an
unconditional release from all liability in respect of such claim.
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11. POTENTIAL CONFLICTS.
(a) The Company has received a copy of an application for exemptive
relief, as amended, filed by Investors Research on December 21, 1987, with the
SEC and the order issued by the SEC in response thereto (the "Shared Funding
Exemptive Order"). The Company has reviewed the conditions to the requested
relief set forth in such application for exemptive relief. As set forth in such
application, the Board of Directors of the Issuer (the "Board") will monitor the
Issuer for the existence of any material irreconcilable conflict between the
interests of the contract owners of all separate accounts ("Participating
Companies") investing in funds of the Issuer. An irreconcilable material
conflict may arise for a variety of reasons, including: (i) an action by any
state insurance regulatory authority; (ii) a change in applicable federal or
state insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretative letter, or any similar
actions by insurance, tax or securities regulatory authorities; (iii) an
administrative or judicial decision in any relevant proceeding; (iv) the manner
in which the investments of any portfolio are being managed; (v) a difference in
voting instructions given by variable annuity contract owners and variable life
insurance contract owners; or (vi) a decision by an insurer to disregard the
voting instructions of contract owners. The Board shall promptly inform the
Company if it determines that an irreconcilable material conflict exists and the
implications thereof.
(b) The Company will report any potential or existing conflicts of which
it is aware to the Board. The Company will assist the Board in carrying out its
responsibilities under the Shared Funding Exemptive Order by providing the Board
with all information reasonably necessary for the Board to consider any issues
raised. This includes, but is not limited to, an obligation by the Company to
inform the Board whenever contract owner voting instructions are disregarded.
(c) If a majority of the Board, or a majority of its disinterested Board
members, determines that a material irreconcilable conflict exists with regard
to contract owner investments in a Fund, the Board shall give prompt notice to
all Participating Companies. If the Board determines that the Company is
responsible for causing or creating said conflict, the Company shall at its sole
cost and expense, and to the extent reasonably practicable (as determined by a
majority of the disinterested Board members), take such action as is necessary
to remedy or eliminate the irreconcilable material conflict. Such necessary
action may include but shall not be limited to:
(i) withdrawing the assets allocable to the Accounts from the Fund
and reinvesting such assets in a different investment medium or
submitting the question of whether such segregation should be
implemented to a vote of all affected contract owners and as
appropriate, segregating the assets of any appropriate group
(i.e.,annuity contract owners, life insurance contract owners, or
variable contract owners of one or more Participating Companies)
that votes in favor of such segregation, or offering to the
affected contract owners the option of making such a change;
and/or
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(ii) establishing a new registered management investment company or
managed separate account.
(d) If a material irreconcilable conflict arises as a result of a decision
by the Company to disregard its contract owner voting instructions and said
decision represents a minority position or would preclude a majority vote by all
of its contract owners having an interest in the Issuer, the Company at its sole
cost, may be required, at the Board's election, to withdraw an Account's
investment in the Issuer and terminate this Agreement; provided, however, that
such withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.
(e) For the purpose of this SECTION 11, a majority of the disinterested
Board members shall determine whether or not any proposed action adequately
remedies any irreconcilable material conflict, but in no event will the Issuer
be required to establish a new funding medium for any Contract. The Company
shall not be required by this SECTION 11 to establish a new funding medium for
any Contract if an offer to do so has been declined by vote of a majority of the
Contract owners materially adversely affected by the irreconcilable material
conflict.
12. TERMINATION. This agreement shall terminate as to the sale and issuance of
new Contracts:
(a) at the option of either the Company, Investors Research or the Issuer
upon six months' advance written notice to the other;
(b) at the option of the Company if the Funds' shares are not available
for any reason to meet the requirement of Contracts as determined by the
Company. Reasonable advance notice of election to terminate shall be furnished
by Company;
(c) at the option of either the Company, Investors Research or the Issuer,
upon institution of formal proceedings against the broker-dealer or
broker-dealers marketing the Contracts, the Account, the Company, or the Issuer
by the National Association of Securities Dealers, Inc. (the "NASD"), the SEC or
any other regulatory body;
(d) upon termination of the Management Agreement between the Issuer and
Investors Research. Notice of such termination shall be promptly furnished to
the Company. This SUBSECTION (d) shall not be deemed to apply if
contemporaneously with such termination a new contract of substantially similar
terms is entered into between the Issuer and Investors Research;
(e) upon assignment of this Agreement unless made with the written consent
of all other parties hereto;
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(f) if the Issuer's shares are not registered, issued or sold in
conformance with Federal law or such law precludes the use of Fund shares as an
underlying investment medium of Contracts issued or to be issued by the Company.
Prompt notice shall be given by either party should such situation occur; or
(g) at the option of Investors Research, if Investors Research reasonably
determines in good faith that the Company is not offering shares of the Funds in
conformity with the terms of this Agreement or applicable law; or
(h) at the option of any party hereto upon a determination that continuing
to perform under this Agreement would, in the reasonable opinion of the
terminating party's counsel, violate any applicable federal or state law, rule,
regulation or judicial order.
13. CONTINUATION OF AGREEMENT. Termination as the result of any cause
listed in SECTION 12 shall not affect the Issuer's obligation to furnish its
shares to Contracts then in force for which its shares serve or may serve as the
underlying medium unless such further sale of Fund shares is proscribed by law
or the SEC or other regulatory body.
14. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees that this
Agreement and the arrangement described herein are intended to be non-exclusive
and that each of the parties is free to enter into similar agreements and
arrangements with other entities.
15. SURVIVAL. The provisions of SECTION 8 (use of names) and SECTION 10
(indemnity) of this Agreement shall survive termination of this Agreement.
16. AMENDMENT. Neither this Agreement, nor any provision hereof, may be
amended, waived, discharged or terminated orally, but only by an, instrument in
writing signed by all of the parties hereto.
17. NOTICES. All notices and other communications hereunder shall be given
or made in writing and shall be delivered personally, or sent by telex,
telecopier, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
the following addresses, or at such other addresses as may be designated by
notice from such party to all other parties.
To the Company: HARTFORD LIFE INSURANCE COMPANY
Asset Management Services
Director of Marketing
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (phone no.)
10
with a copy to: HARTFORD LIFE INSURANCE COMPANY
Legal Department
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (phone no.)
To the Issuer or Investors Research:
Twentieth Century Mutual Funds
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Any notice, demand or other communication given in a manner prescribed in this
SECTION 17 shall be deemed to have been delivered on receipt.
18. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned without the
written consent of all parties to the Agreement at the time of such assignment.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns.
19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.
20. SEVERABILITY. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
21. ENTIRE AGREEMENT. This Agreement, including the Attachments hereto,
constitutes the entire agreement between the parties with respect to the matters
dealt with herein, and supersedes all previous agreements, written or oral, with
respect to such matters.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
INVESTORS RESEARCH CORPORATION HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------- -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President -----------------------------------
Title: Vice President
-----------------------------------
TCI PORTFOLIOS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
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ATTACHMENT A
TO
FUND PARTICIPATION AGREEMENT
FUNDS
TCI GROWTH
TCI ADVANTAGE
13
AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT is made as of this 2nd
day of July, 1996 by and between HARTFORD LIFE INSURANCE COMPANY (the
"Company"), TCI PORTFOLIOS, INC. (the "Issuer"), and the investment adviser of
the Issuer, INVESTORS RESEARCH CORPORATION ("Investors Research"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Agreement (defined below).
RECITALS
WHEREAS, the Company, the Issuer and Investors Research are parties to a
certain Fund Participation Agreement dated June 30, 1995 (the "Agreement")
whereby shares of the Funds (as defined in the Agreement) were made available to
serve as investment funding options for the Contracts; and
WHEREAS, the Company, the Issuers and Investors Research wish to supplement
the Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Section 3(a) of the Agreement shall be amended by deleting the text
thereof in its entirety and inserting in lieu therefor the following:
"(a) The Issuer hereby appoints the Company as its agent for the
limited purpose of accepting purchase and redemption orders for Fund shares
from the Contract owners. On each day the New York Stock Exchange (the
"Exchange") is open for business (each, a "Business Day"), the Company may
receive instructions from the Contract owners for the purchase or
redemption of shares of the Funds ("Orders"). Orders received and accepted
by the Company prior to the close of regular trading on the Exchange (the
"Close of Trading") on any given Business Day (currently, 3:00 p.m. Central
time) and transmitted to the Issuer by 9:00 a.m. Central time on the next
following Business Day will be executed by the Issuer at the net asset
value determined as of the Close of Trading on the previous Business Day
("Day 1"). Any Orders received by the Company after the Close of Trading,
and all Orders that are transmitted to the Issuer after 9:00 a.m. Central
time on the next following Business Day, will be executed by the Issuer at
the net asset value next determined following receipt of such Order. The
day as of which an Order is executed by the Issuer pursuant to the
provisions set forth above is referred to herein as the `Effective Trade
Date.'"
2. Section 3(c) of the Agreement is hereby amended by deleting the text
thereof in its entirety and inserting in lieu therefor the following:
"(c) By 9:00 a.m. Central time on each Business Day, the Company will
provide to Investors Research via facsimile or other electronic
transmission acceptable to Investors Research a report stating whether the
Orders received by the Company from Contract owners by the Close of Trading
on the preceding Business Day resulted in the Account being a net purchaser
or net seller of shares of the Funds."
3. In the event of a conflict between the terms of this Amendment No. 1 and
the Agreement, it is the intention of the parties that the terms of this
Amendment No. 1 shall control and the Agreement shall be interpreted on that
basis. To the extent the provisions of the Agreement have not been amended by
this Amendment No. 1, the parties hereby confirm and ratify the Agreement.
4. This Amendment No. 1 may be executed in two or more counterparts, each
of which shall be an original and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the date first above written.
HARTFORD LIFE INSURANCE INVESTORS RESEARCH CORPORATION
COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- --------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------- Executive Vice President
Title: Vice President
--------------------------
TCI PORTFOLIOS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
2
AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT ("Amendment") is made
as of this 13 day of November, 2007, by and between HARTFORD LIFE INSURANCE
COMPANY (the "Company") and AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company and ACIS are parties to a certain Fund Participation
Agreement dated June 30, 1995, as amended July 2, 1996 (the "Agreement"), in
which the Company offers to the public certain group and individual variable
annuity contracts to employee benefit plans; and
WHEREAS, the parties have agreed to amend the Agreement to modify the fees
and Funds available as investment options under the Agreement; and
WHEREAS, the parties now desire to further modify the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. FUNDS AVAILABLE. The second recital of the Agreement is hereby deleted
in its entirety and replaced with the following language:
"WHEREAS, the Company wishes to make available as investment options
under the Agreement, one or more of the funds identified in ATTACHMENT A
attached hereto (the "Funds"), each of which is a series of mutual fund
shares registered under the Investment Company Act of 1940, as amended, and
issued by a registered investment company (each an "Issuer" and
collectively, the "Issuers"); and"
2. COMPENSATION AND EXPENSES. Section 5(b) of the Agreement is hereby
deleted in its entirety and is replaced with the following language:
"ACIS acknowledges that it will derive a substantial savings in
administrative expenses, such as a reduction in expenses related to
postage, shareholder communications and recordkeeping, by virtue of having
a single omnibus account per class per Fund for the Accounts rather than
having each Participant as a shareholder. In consideration of performance
of the Administrative Services by the Company, ACIS will pay the Company a
fee (the "Administrative Services Fee") of 25 basis points (0.25%) per
annum of the average aggregate amount invested by
1
the Company in each class of Shares made available under this Agreement."
3. TERMINATION OF PRIOR AGREEMENT. The Agreement, as amended by this
Amendment No. 2, constitutes the entire agreement between the parties and/or
their affiliates with respect to the matters dealt with herein, and replaces all
previous agreements, written or oral, with respect to such matters, specifically
the Fund Participation Agreement and related Addendum dated January 30, 1996
among Fortis Benefits Insurance Company and Fortis Investors, Inc. (n/k/a
Hartford Life Insurance Company), TCI Portfolios, Inc. (n/k/a American Century
Variable Portfolios, Inc.) and Investors Research Corporation (n/k/a American
Century Investment Management, Inc.).
4. ATTACHMENT A. Attachment A to the Agreement is hereby deleted in its
entirety and the attached Attachment A is replaced in lieu thereof.
5. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict
between the terms of this Amendment and the Agreement, it is the intention of
the parties that the terms of this Amendment shall control and the Agreement
shall be interpreted on that basis. To the extent the provisions of the
Agreement have not been amended by this Amendment, the parties hereby confirm
and ratify the Agreement.
6. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
7. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as
of the date first above written.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
---------------------------------------
Title: Vice President
---------------------------------------
Date: Nov 13, 2007
---------------------------------------
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Title: Vice President
---------------------------------------
Date: 11/27/07
---------------------------------------
2
ATTACHMENT A
APPLICABLE CLASSES AND ADMINISTRATIVE FEES
AVAILABLE FUNDS
VP Balanced Class I
VP Capital Appreciation Class I
VP Income & Growth Class I
VP International Class I
VP Value Class I
VP Ultra Class I
3
AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT
REGARDING INSURANCE COMPANY PRINTING/DISTRIBUTION
OF FUND MATERIALS
THIS AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT ("Amendment") is
effective January 1, 2013, by and between HARTFORD LIFE INSURANCE COMPANY (the
"Company"), AMERICAN CENTURY INVESTMENT SERVICES, INC. ("Distributor")
WHEREAS, effective January 1, 2013, the Company entered into a reinsurance
agreement with Massachusetts Mutual Life Insurance Company to reinsurance the
obligations of the Company under certain variable annuity contract and to
provide administration of the variable annuity contracts;
WHEREAS, notwithstanding the date of this Amendment, the Distributor has
agreed to pay the Company in accordance with the attached Schedule A
retroactively from July 1, 2012 for any unpaid expenses incurred since that
date;
WHEREAS, the Company and Distributor and/or Transfer Agent, (and in some
cases one of Distributor or Transfer Agent's affiliates), are parties to a
selling agreement, as amended, (the "Agreement"), pursuant to which shares of
certain registered investment companies within the American Century Investments
mutual fund complex (the "Funds") are made available to act as investment
vehicles for separate accounts established for variable life insurance policies
and/or variable annuity contracts offered by insurance companies, including the
Company;
WHEREAS, the parties have agreed to amend the Fund Participation Agreement
dated June 30, 1995, as amended (the "Agreement"), offering the funds in group
and individual variable annuity contracts, the terms regarding the printing and
distribution of Fund prospectuses, shareholder reports and other related Fund
materials (the "Fund Materials") and the reimbursement of out-of-pocket expenses
related thereto;
WHEREAS, the parties now desire to modify the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. SCHEDULE A. Schedule A attached hereto, which sets forth the responsible
parties for printing and distribution of Fund Materials and the payment of
related out-of-pocket expenses, is hereby added to the Agreement
2. RATIFICATION AND CONFIRMATION OF AGREEMENT. The parties hereby agree
that all previous agreements or other arrangements between the parties regarding
the printing, distribution and reimbursement of expenses related to Fund
Materials, whether included in the Agreement or otherwise, are hereby superseded
by this Amendment. In the event of a conflict between the terms of this
Amendment and the Agreement, it is the intention of the parties that the terms
of this
Amendment shall control and the Agreement shall be interpreted on that basis. To
the extent the provisions of the Agreement have not been amended by this
Amendment, the parties hereby confirm and ratify the Agreement.
3. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
4. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
HARTFORD LIFE INSURANCE COMPANY
By: Massachusetts Mutual Life Insurance Company,
Its Administrator
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Title: Senior Vice President
----------------------------------
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Title: Vice President
----------------------------------
SCHEDULE A
EXPENSES
The Distributor and the Company will coordinate the functions related to Fund
Materials and pay the costs of completing these functions based upon an
allocation of costs in the tables below.
To the extent Fund Materials are bundled with materials of other funds offered
by Company, costs shall be allocated to reflect the Distributor's share of the
total costs determined according to the number of pages of the Fund's respective
portions of the documents. Notwithstanding anything to the contrary, the parties
agree that to the extent that Distributor reimburses Company for printing or
delivery costs incurred with respect to the distribution of Fund Materials,
Distributor will only be responsible for reimbursing commercially reasonable
expenses incurred by the Company. Distributor shall not be responsible for
reimbursing expenses that are excessive or unnecessary based on available
industry standards.
Company shall send invoices for such expense to the Distributor within 90 days
of the event, along with such other supporting data as may be reasonably
requested. The invoice will reference the applicable Item and Function, along
with the Distributor's number of pages printed. The Company invoices should be
sent to the following email message group:
▇▇▇▇_▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Fees will be payable within 45
days of receipt of the invoice, as long as such supporting data defines the
appropriate expenses.
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
------------------------------- -------------------------------------- ---------------------------- -----------------------------
Mutual Fund Prospectus and, if Distributor shall supply the Company Distributor and/or Company Distributor will pay for
applicable, Summary Prospectus with such numbers of the Designated printing and delivering
Portfolio(s) prospectus(es) as the (including postage) copies to
Company may reasonably request and/or existing Contract owners who
provide the Company with a print allocate contract value to
ready PDF of the Designated any Designated Portfolio.
Portfolio(s) prospectus(es) for
printing and expense reimbursement
Product Prospectus Printing, Filing and Distribution Company Company will pay printing
and delivery.
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
------------------------------- -------------------------------------- ---------------------------- -----------------------------
Mutual Fund Prospectus and, if Fund, Distributor or Fund's adviser Fund and/or Company Distributor will pay for
applicable, Summary Prospectus shall supply the Company with such printing and delivering
Update & Distribution numbers of the Designated (including postage) to
(Supplements) Portfolio(s) prospectus supplements existing Contract owners
as the Company may reasonably request who allocate contract
and/or provide the Company with a value to any Designated
print ready PDF of the Designated Portfolio.
Portfolio(s) prospectus supplements
for printing and expense reimbursement
Product Prospectus Update & If Required by Fund or Distributor Company Distributor
Distribution (Supplements)
Product Prospectus Update & If Required by the Company Company Company
Distribution (Supplements)
Mutual Fund SAI Printing Distributor Distributor
Mutual Fund SAI Distribution Company Company
Product SAI Printing & Distribution Company Company
Proxy Material for Mutual Fund: Printing Distributor or a proxy Distributor
solicitation firm chosen by
the Fund
Proxy Material for Mutual Fund: Distribution (including labor and Company or a proxy Distributor
postage) solicitation firm chosen by
the Fund
Mutual Fund Annual & Fund, Distributor or Fund's adviser Company Distributor will pay for
Semi-Annual Report shall supply the Company with such printing and delivering
numbers as the Company may reasonably (including postage)
request and/or provide the Company copies to existing
with a print ready PDF for printing Contract owners who
and allocate
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
------------------------------- -------------------------------------- ---------------------------- -----------------------------
expense reimbursement contract value to any
Designated Portfolio.
Other communication to If Required by the Fund or Company Distributor
Prospective clients Distributor
Other communication to If Required by the Company Company Company
Prospective clients
Other communication to existing Distribution (including labor and Company Distributor
Contract owners printing) if required by the Fund or
Distributor
Other communication to existing Distribution (including labor and Company Company
Contract owners printing) if required by the Company
Operations of the Fund All operations and related expenses, Fund or Distributor Fund or Fund's adviser
including the cost of registration
and qualification of shares, taxes on
the issuance or transfer of shares,
cost of management of the business
affairs of the Fund, and expenses
paid or assumed by the Fund pursuant
to any Rule 12b-l plan
Operations of the Account Federal registration of units of Company Company
separate account (24f-2 fees)
