EXHIBIT h.(ii)
Form of Amended and Restated
Share Purchase Agreement
AMENDED AND RESTATED
HARTFORD SERIES FUND, INC.
SHARE PURCHASE AGREEMENT
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("Hartford"), a Connecticut
Corporation, as Sponsor-Depositor, now and in the future, of certain unit
investment trusts, and issuer of certain variable annuity and variable life
insurance contracts (the "Contracts") issued with respect to such unit
investment trusts hereby agrees as the 1st day of August, 2002 with HARTFORD
SERIES FUND, INC. (the "Fund"), an open-end, diversified, management investment
company, on behalf of the Funds listed on Attached A, to an arrangement whereby
Fund shares shall be made available to serve as the underlying investment media
for the Contracts, subject to the following provisions:
1. Fund shares shall be purchased at the net asset value applicable to
each order as established in accordance with the provisions of the then
currently-effective prospectus of the Fund. Fund shares shall be
ordered in such quantity and at such times as determined by Hartford
(or its successor) to be necessary to meet the requirements of the
Contracts. Confirmations of Fund share purchases will be sent directly
to Hartford by the Fund. All Fund share purchases shall be maintained
in a book share account in the name of Hartford. Payment for shares
shall be made directly to the Fund by Hartford and payment for
redemption shall be made directly to Hartford by the Fund, all within
the applicable time periods allowed for settlement of securities
transactions. If payment is not received by the Fund within such
period, the Fund may, without notice, cancel the order and hold
Hartford responsible for any loss suffered by the Fund resulting from
such failure to receive timely payment.
Notice shall be furnished promptly to Hartford by the Fund of any
dividend or distribution payable on Fund shares.
2. (a) The Fund represents that its shares are registered under the
Securities Act of 1933, as amended, and that all appropriate federal
and state registration provisions have been complied with as to such
shares and that such shares may properly be made available for the
purposes of this Agreement. The Fund shall bear the cost of any such
registration, as well as the expense of any taxes assessed upon the
issuance or transfer of Fund shares pursuant to this Agreement.
(b) The Fund shall supply to Hartford, in a timely manner and in a
sufficient number to allow distribution by Hartford to each owner of or
participant under a Contract (i) annual and semiannual reports of the
Fund's condition, and (ii) any other shareholder notice, report or
document required by law to be delivered to shareholders. The Fund
shall bear the cost of preparing and supplying the foregoing materials
and Hartford shall bear the cost of any distribution thereof.
3. Hartford shall not make any representation concerning Fund shares
except those contained in the then current prospectus of the Fund and
in printed information subsequently issued by the Fund as information
supplemental to the prospectus.
4. This Agreement shall terminate as to new Contracts:
(a) At the option of Hartford or the Fund upon six months' advance
notice to the other;
(b) At the option of Hartford if Fund shares are not available for any
reason to meet the requirements of the Contracts but then only as to
those new Contracts, the terms of which require the periodic payments
to be invested in whole or in part in that particular Series;
(c) At the option of Hartford, upon institution of formal proceedings
against the Fund by the Securities and Exchange Commission or any other
regulatory body;
(d) Upon assignment of this Agreement, unless made with the written
consent of the other party to this Agreement;
(e) If Fund shares are not registered, issued or sold in conformance
with applicable federal or state law or if such laws preclude the use
of Fund shares as the underlying investment media of the Contracts.
Prompt notice shall be given to Hartford in the event the conditions of
this provision occur.
Notice of termination hereunder shall be given promptly by the party
desiring to terminate to the other party to this Agreement.
5. Termination as the result of any cause listed in the preceding
paragraph shall not affect the Fund's obligation to furnish Fund shares
in connection with Contracts then in force for which the shares of the
Fund serve or may serve as the underlying investment media, unless
further sale of Fund shares is proscribed by the Securities and
Exchange Commission or other regulatory body, or if Fund shares of the
requisite Series are no longer available.
6. This Agreement shall supersede any prior agreement between the parties
hereto relating to the same subject matter.
7. Each notice required by this Agreement shall be given in writing as
follows:
IF TO THE FUND:
Hartford Series Fund, Inc.
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Attn: Counsel to the Fund
IF TO HARTFORD:
Hartford Life and Annuity Insurance Company
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Attn: General Counsel
8. This Agreement shall be construed in accordance with the laws of the
State of Connecticut.
Dated: As of August 1, 2002
HARTFORD SERIES FUND, INC.
By:___________________________
HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
By:___________________________
ATTACHMENT A
The following series of the Hartford Series Fund, Inc. are made a part of
this agreement:
Hartford Advisers HLS Fund
Hartford Bond HLS Fund
Hartford Capital Appreciation HLS Fund
Hartford Dividend and Growth HLS Fund
Hartford Focus HLS Fund
Hartford Global Advisers HLS Fund
Hartford Global Communications HLS Fund
Hartford Global Financial Services HLS Fund
Hartford Global Health HLS Fund
Hartford Global Leaders HLS Fund
Hartford Global Technology HLS Fund
Hartford Growth and Income HLS Fund
Hartford Growth HLS Fund
Hartford High Yield HLS Fund
Hartford Index HLS Fund
Hartford International Capital Appreciation HLS Fund
Hartford International Opportunities HLS Fund
Hartford International Small Company HLS Fund
Hartford MidCap HLS Fund
Hartford MidCap Value HLS Fund
Hartford Money Market HLS Fund
Hartford Mortgage Securities HLS Fund
Hartford Small Company HLS Fund
Hartford Stock HLS Fund
Hartford Value HLS Fund
Dated: August 1, 2002
