1.0 FUND PARTICIPATION AGREEMENT
1.1 This Agreement, effective January 1, 1989, by and among Hartford
Life Insurance Company, a Connecticut stock life insurance
corporation with principal offices at 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000 ("Hartford"), Acacia Capital
Corporation, a registered investment company with principal offices
at 00 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, (the "Fund"),
and Xxxxxxx Asset Management Company, Inc., registered investment
advisor to the Fund, with principal offices at 0000 Xxxxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000 ("Xxxxxxx").
1.2 In consideration of the promises, representations, warranties,
covenants, agreements and conditions contained herein, and in order
to set forth the terms and conditions of the transactions
contemplated hereby and the mode of carrying the same into effect,
and intending to be legally bound, the parties hereto agree to the
provisions set forth below.
2.0 THE VARIABLE ANNUITY CONTRACT AND THE SEPARATE ACCOUNT
2.1 Hartford shall maintain a variable annuity contract (the "Contract")
designed to provide, under current law, the benefits of a
tax-deferred accumulation of income for retirement and other
purposes.
2.2 Purchase payments for the Contracts shall be invested by Hartford in
a separate account or accounts. Such payments will constitute the
assets of the separate account and shall be invested, as directed by
purchasers, in certain open-end diversified management companies
registered under the Investment Company Act of 1940 ("1940 Act").
2.3 One of the open-end diversified management companies is the Fund, an
open-end diversified management investment company with eight
separate series, registered under the 1940 Act. Each series is a
separate investment portfolio with distinct investment objectives.
2.4 Hartford will offer one or more of the series of the Fund, including
the Xxxxxxx Socially Responsible Series (the "Series"), through the
separate account
to its Contract Owners, except that Hartford agrees not to offer any
series of the Fund until the exemptive order referenced in Section
3.2.3 of this Agreement has been granted by the Securities and
Exchange Commission ("SEC"). Hartford will determine in its
discretion what separate account or accounts will offer the Series.
2.5 Hartford will use the name "Hartford Socially Responsive Fund" in
its marketing and sales literature when referring to the Series, and
agrees to indicate in such literature that "the investment adviser
of the Fund is Xxxxxxx Asset Management Company, Inc."
2.5.1 Hartford will use its best efforts to market and promote the
Series for its Contracts, and will market and promote the
Series in all of its markets, if the plan permits this type
of fund.
2.5.2 In marketing its Contracts, Hartford will comply with all
applicable State and Federal laws. Hartford and its agents
shall make no representations or warranties concerning the
Fund or Series shares except those contained in the then
current prospectuses of the Fund and in the Fund's current
printed sales literature. Copies of all advertising and sales
literature describing or concerning the Fund which is
prepared by Hartford or its agents for use in marketing its
Contracts (except those for internal or broker/dealer use
only) will be sent to Xxxxxxx when such material is released
to the public, agents or brokers or is submitted to the
Securities and Exchange Commission ("SEC"), National
Association of Securities Dealer, Inc. ("NASD"), or other
regulatory body for review. Hartford shall be responsible for
compliance with any state or federal filing or review
requirements concerning advertising and sales literature.
2.5.3 Hartford and its agents will not oppose voting
recommendations from Xxxxxxx or the Fund's Board of Directors
or interfere with the solicitation of proxies for the Fund
shares held for Hartford Contract Owners, unless Hartford
deems such recommendations detrimental to it or to its
Contract Owners. Hartford agrees to provide pass-through
voting privileges to all Hartford Contract Owners and to
assure that each of its separate accounts
participating in the Fund calculates voting privileges in a
manner consistent with all other separate accounts of any
insurance company investing in the Fund, as required by the
exemptive order referenced in Section 3.2.3 of this
Agreement.
2.5.4 Hartford will be responsible for reporting to the Fund's
Board of Directors any potential or existing conflicts among
the interests of the contract owners of all separate accounts
investing in the Fund, and to assist the Board by providing
it with all information reasonably necessary for the Board to
consider any issues raised. The Fund's Board of Directors is
responsible for monitoring any conflict of interest
situation. Hartford and the other relevant insurance
companies will be responsible for taking remedial action in
the event of a Board determination of an irreconcilable
material conflict and to bear the cost of such remedial
action and these responsibilities will be carried out with a
view only to the interests of contract owners. For purposes
of this Section 2.5.4, a majority of the disinterested
members of the Fund's Board shall determine whether or not
any proposed action adequately remedies any irreconcilable
material conflict, but in no event will the Fund or Xxxxxxx
be required to establish a new funding medium for any
variable contract. Hartford shall not be required by this
section to establish a new funding medium for any variable
contract if an offer to do so has been declined by vote of a
majority of contract owners materially adversely affected by
the irreconcilable material conflict.
2.6 Hartford will bear the costs of, and have the primary responsibility
for:
2.6.1 Registering the Contracts and the separate account with the
SEC, including any Application for Exemptive Relief necessary
for the separate account to buy Fund shares;
2.6.2 Developing all policy forms, application forms, confirmations
and other administrative forms or documents and filing such
of these as are necessary to comply with the requirements of
all insurance laws and regulations in each state in which the
contracts are offered;
2.6.3 Administration of the Contracts and the separate account,
including all policyholder service and communication
activities;
2.6.4 Preparing and approving all marketing and sales literature
involving the sale of Fund shares to the Hartford's separate
account;
2.6.5 Printing and distributing to Hartford Contract Owners copies
of the current prospectuses, statements of additional
information (as requested by Contract Owners) and periodic
reports for the separate account and the Fund;
2.6.6 Preparing and filing any reports or other filings as may be
required under state insurance laws or regulations with
respect to the contracts or the separate account; and
2.6.7 Reimbursing the Fund up to $1500 for the cost of obtaining a
separate audit opinion for the 1988 fiscal year for the
Series, distinct from the other seven series; and further,
Hartford agrees that for every year thereafter, it will
engage in good faith negotiations with Xxxxxxx and the Fund
regarding such reimbursement by Hartford.
3.0 THE SERIES
3.1 The Fund and Xxxxxxx shall make available shares of the Series as
the underlying investment media for Hartford Contract Owners.
3.2 Xxxxxxx shall bear the costs of, and subject to review by Hartford,
shall have, or shall cause the Fund and the Series to assume, the
primary responsibility for:
3.2.1 Registering the Fund with the SEC including a separate
prospectus for the Series which does not reference the other
seven series of the Fund. The costs of printing and
distributing such prospectus to Hartford Contract owners
shall be borne by Hartford as provided in Section 2.6.5
above.
3.2.2 Preparing, producing and maintaining the effectiveness of
such registration statements for the Fund as are required
under federal and state securities laws, and clearing such
registration statements through the SEC and pursuant to the
securities laws and regulations in each state in which the
contracts are offered;
3.2.3 Preparing and filing an Application for Exemptive Relief
requesting appropriate exemptive relief from the relevant
provisions of the 1940 Act ("Application") and clearing
such Application through the SEC, thereby permitting Hartford
contracts to use the Fund as an underlying investment
alternative for its variable annuity contracts.
3.2.4 Operating and maintaining the Fund in accordance with
applicable law, including the diversification standards of
the Internal Revenue Code of 1986 applicable to variable
annuity contracts;
3.2.5 Preparing and filing any reports or other filings as may be
required with respect to the Fund under federal or state
securities laws;
3.2.6 Providing Hartford with, the daily net asset values of the
Fund by 7:00 p.m. E.S.T. on each day the New York Stock
Exchange is open.
3.2.7 Providing Hartford with camera-ready copy necessary for the
printing of the periodic shareholder reports for the Fund.
3.3 The Fund or Xxxxxxx shall maintain records in accordance with the
Investment Company Act of 1940 or other statutes, rules and
regulations applicable to the Fund's operation in connection with
the performance of its duties. Hartford shall have the right to
access such records, upon reasonable notice and during business
hours, in order to respond to regulatory requirements, inquiries,
complaints or judicial proceedings. Records of all transactions with
respect to the Contracts shall be retained for a period of not less
than six (6) years from each transaction.
3.4 The parties or their duly authorized independent auditors have the
right under this Agreement to perform on-site audits of records
pertaining to the Contracts and the Fund, at such frequencies as
each shall determine, upon reasonable notice and during normal
business hours. At the request of the other, each will make
available to the other's auditors and/or representatives of the
appropriate regulatory agencies, all requested records, data, and
access to operating procedures.
4.0 INDEMNIFICATION
4.1 Hartford shall indemnify and hold the Fund and Xxxxxxx and each of
their respective directors,
officers, employees and agents harmless from any liability or
expense (including reasonable attorneys' fees) arising from any
failure of Hartford or the separate account to fulfill its
respective obligations under this Agreement.
4.2 The Fund and Xxxxxxx shall indemnify and hold Hartford and its
directors, officers, employees and agents harmless from all
liabilities or expenses (including reasonable attorneys' fees)
arising from any failure of the Fund or Xxxxxxx to fulfill its
respective obligations under this Agreement and Xxxxxxx shall
indemnify and hold such parties harmless from a failure of the
Fund's investment adviser to manage the Fund in compliance with the
diversification requirements of the Internal Revenue Code of 1986,
as amended, or any regulations thereunder.
5.0 COST AND EXPENSES
5.1 Except for costs and expenses for which indemnification is required
pursuant to section 4.0 or as otherwise agreed by the parties in
specific instances or, as set forth herein, the parties shall each
pay their respective costs and expenses incurred by them in
connection with this Agreement.
6.0 TERM OF AGREEMENT
6.1 The term of this Agreement shall be indefinite unless terminated
pursuant to Section 7 of this Agreement.
7.0 TERMINATION
7.1 This Agreement will terminate:
7.1.1 At the option of any party upon six months' prior written
notice to the other parties, but no party may terminate this
Agreement prior to January 1, 1990. If a party notifies the
other parties that it intends to terminate this Agreement,
the affected parties shall immediately file with the SEC
such documents, if any, as are necessary to permit the
offering of shares of the Series to Hartford Contract Owners
to be discontinued; or
7.1.2 Upon assignment of this Agreement unless the assignment is
made with the written consent of the other party.
7.1.3 In the event of termination of this Agreement pursuant to
this Section 7.0, the provisions of Sections 4.0, 5.0, and
8.0 shall survive such termination.
8.0 GENERAL PROVISIONS
8.1 This Agreement is the complete and exclusive statement of the
agreement between the parties as to the subject matter hereof which
supersedes all proposals or agreements, oral or written, and all
other communications between the parties related to the subject
matter of this Agreement.
8.2 This Agreement can only be modified by a written agreement duly
signed by the persons authorized to sign agreements on behalf of the
respective party.
8.3 If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or be impaired thereby.
8.4 This Agreement and the rights, duties and obligations of the parties
hereto shall not be assignable by either party hereto without the
prior written consent of the other.
8.5 Any controversy relating to this Agreement shall be determined by
arbitration in Washington, D.C. in accordance with the Commercial
Arbitration rules of the American Arbitration Association using
arbitrators who will follow substantive rules of law. The dispute
shall be determined by an arbitrator acceptable to both parties who
shall be selected within seven (7) days of filing of notices of
intention to arbitrate. Otherwise, the dispute shall be determined
by a panel of three arbitrators selected as follows: Within seven
(7) days of filing notice of intention to arbitrate, each party will
appoint one arbitrator. These two arbitrators will then name a third
arbitrator, who shall be an attorney admitted before the bar of any
state of the United States, to preside over the panel. If either
party fails to appoint an arbitrator, or if the two arbitrators do
not name a third arbitrator within seven (7) days, either party may
request the American Arbitration Association to appoint the
necessary arbitrator(s) pursuant to Rule 13 of the Commercial
Arbitration Rules. Each party will pay its own cost and expenses.
All testimony shall be transcribed. The award of the panel shall be
accompanied by findings of fact and a statement of
reasons for the decision. All parties agree to be bound by the
results of this arbitration; judgment upon the award so rendered may
be entered and enforced in any court of competent jurisdiction. To
the extent reasonably practicable, both parties agree to continue
performing their respective obligations under this Agreement while
the dispute is being resolved. Nothing contained in this subsection
shall prohibit either party from seeking equitable relief without
resorting to arbitration under such circumstances as said party
reasonably believes that its interests hereunder and in its property
may be compromised. All matters relating to such arbitration shall
be maintained in confidence.
8.6 No waiver by either party of any default by the other in the
performance of any promise, term or condition of this Agreement
shall be construed to be a waiver by such party of any other or
subsequent default in performance of the same or any other covenant,
promise, term or condition of this Agreement. No prior transactions
or dealings between the parties shall be deemed to establish any
custom or usage waiving or modifying any provision hereof.
8.7 No liability shall result to any party, nor shall any party be
deemed to be in default hereunder, as the result of delay in its
performance or from its non-performance hereunder caused by
circumstances beyond its control, including but not limited to: act
of God, act of war, riot, epidemic; fire; flood or other disaster;
or act of government. Nevertheless, the party shall be required to
be diligent in attempting to remove such cause or causes.
8.8 Each of the parties will act as an independent contractor under the
terms of this Agreement and neither is now, or in the future, an
agent or a legal representative of the other for any purpose.
Neither party has any right or authority to supervise or control the
activities of the other party's employees in connection with the
performance of this Agreement or to assign or create any application
of any kind, express or implied, on behalf of the other party or to
bind it in any way, to accept any service of process upon it or to
receive any notice of any nature whatsoever on its behalf.
8.9 This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Connecticut.
8.10 Nothing herein shall prevent either party from participating in any
proceeding before any regulatory authority having jurisdiction over
any matter relating to this Agreement, the Contracts, the separate
account or the Fund which may affect the parties to it. The parties
shall each give the others prompt notice of any such proceeding.
8.11 In all matters relating to the preparation, review, prior approval
and filing of documents, the parties shall cooperate in good faith.
Neither party shall unreasonably withhold its consent with respect
to the filing of any document with any federal or state regulatory
authority having jurisdiction over the Contracts, the separate
account or the Fund.
8.12 Captions contained in this Agreement are for reference purposes only
and do not constitute part of this Agreement.
8.13 All notices which are required to be given or submitted pursuant to
this Agreement shall be in writing and shall be sent by registered
or certified mail, return receipt requested, to the addresses set
forth below:
President Secretary
Hartford Life Acacia Capital Corporation
Insurance Company 0000 Xxxxxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx Xxxxx 0000 X
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
or to such other address as the parties may from time to time
designate. Any notice of one party refused by the other shall be
deemed received as of the date of said refusal.
8.14 Each party hereto shall promptly notify the other in writing of any
claims, demands or actions having any bearing on this Agreement.
8.15 Each party agrees to perform its obligations hereunder in accordance
with all applicable laws, rules and regulations now or hereafter in
effect.
8.16 In the event of a material breach by either party of any of the
provisions of this Agreement, the injured party, in addition to any
other remedies available to it under law, shall be entitled to seek
an injunction restraining the other party from the performance of
acts which constitute a breach of this Agreement, and such other
party agrees not to raise adequacy of legal remedies as a defense
thereof.
8.17 If this Agreement is terminated for other than default, it is
specifically agreed that neither party shall be entitled to
compensation of any kind except as specifically set forth herein.
8.18 In any litigation or arbitration between the parties, the prevailing
party shall be entitled to reasonable attorneys' fees and all costs
of proceedings incurred in enforcing this Agreement.
8.19 This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their successors and permitted assigns.
8.20 Each party represents that it has full power and authority to enter
into and perform this Agreement, and the person signing this
Agreement on behalf of it has been properly authorized and empowered
to enter into this Agreement. Each party further acknowledges that
it has read this Agreement, understands it, and agrees to be bound
by it.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
ACACIA CAPITAL CORPORATION HARTFORD LIFE INSURANCE COMPANY
BY: /s/ Xxxxxxx X. Xxxxxxx, Xx. BY: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Xxxxxxx X. Xxxxxxx, Xx. Xxxxxxx X. Xxxxxxx
President Vice President
XXXXXXX ASSET MANAGEMENT COMPANY, INC.
BY: /s/ Reno X. Xxxxxxx
--------------------------------
Reno X. Xxxxxxx
Vice President
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
AMONG
HARTFORD LIFE INSURANCE COMPANY
AND
XXXXXXX VARIABLE SERIES, INC.
AND
XXXXXXX ASSET MANAGEMENT COMPANY, INC.
This Amendment, by and among Hartford Life Insurance Company ("Hartford"),
Xxxxxxx Variable Series Inc. ) formerly Acacia Capital Corporation) ("Fund"),
and Xxxxxxx Asset Management Company, Inc ("Xxxxxxx"), is effective as of the
date executed below.
For good and valuable consideration, the receipt of which is acknowledged, the
parties agree to amend the participation agreement entered into as of January 1,
1989 as follows:
1. Section 2.1 of the Agreement shall be amended to read:
Hartford shall maintain 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).
2. Section 2.3 of the Agreement shall be amended to delete the word "eight" in
the third line.
3. Section 2.4 of the Agreement shall be amended to read:
Hartford will offer one or more of the series of the Fund through the separate
account to its contract owners. Hartford will determine in its discretion what
separate account or accounts will offer the Series.
4. Section 2.5 of the Agreement shall be amended to delete the opening
paragraph.
5. Section 2.6.5 of the Agreement shall be amended to read:
Distributing contract owners copies of the current prospectuses, statements of
additional information (as requested by the contract owner) and periodic reports
for the separate account and the fund, except that Xxxxxxx and or the Fund 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. If Xxxxxxx'x prospectus is bound with other prospectuses,
Xxxxxxx shall pay its pro rata share of the bound prospectus for contract
owners. Xxxxxxx shall pay for all costs for typesetting, printing and
distributing proxy materials.
6. Section 2.6.7 of the Agreement shall be deleted.
7. Section 3.2.1 of the Agreement shall be amended to read:
Registering the Fund with the SEC including a separate prospectus for the Series
which does not reference the other series of the Fund.
8. Section 3.2.6 is amended to read:
Providing Hartford with the daily net asset values of the Fund by 6:30 p.m.
Eastern Time on each day the New York Stock Exchange is open.
9. Section 3.2.7 of the Agreement shall be amended to read:
The Fund shall provide Hartford at no charge with as many printed copies of the
Fund's current prospectus and statement of additional information as Hartford
may reasonably request for contract owners. If Xxxxxxx'x prospectus is bound
with other prospectuses, Xxxxxxx shall pay its pro rata share of the bound
prospectus for contract owners. If requested by Hartford, in lieu of providing
printed copies of the Fund's current prospectus and statement of additional
information, the Fund shall provide camera-ready film, computer diskettes,
e-mail transmissions or PDF files containing the Fund's prospectus and statement
of additional information, and such other assistance as is reasonably necessary
in order for Hartford once each year (or more frequently if the prospectus
and/or statement of additional information for the Fund are amended during the
year) to have the prospectus for the Contracts (if applicable) and the Fund's
prospectus printed together in one document or separately. Hartford may elect to
print the Fund's prospectus and/or its statement of additional information in
combination with other fund companies' prospectuses and statements of additional
information. Hartford shall pay for prospectuses for prospective customers.
10. Section 3.3 of the Agreement shall be amended to read:
Each party shall maintain records in accordance with the Investment
Company Act of 1940 or other statutes, rules and regulations applicable to such
parties' operation in connection with the performance of its duties. Each party
shall have the right to access such records, upon reasonable notice and during
business hours, in order to respond to regulatory requirements, inquiries,
complaints or judicial proceedings. Records of all transactions with respect to
the Contracts shall be retained for a period of not less than six (6) years from
each transaction.
11. Section 3 shall be amended by adding the following new subsections:
3.5.1 The Fund and Xxxxxxx agree to sell to the Hartford those shares of
the Series which the Hartford 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 Fund or its designee of such order. For
purposes of this section, Hartford shall be the designee of the Fund for receipt
of such orders from each separate account receipt by such designee shall
constitute receipt by the Fund; provided that the Fund or Xxxxxxx receives
notice of such order via the National Securities Clearing Corporation (NSCC) by
10:00 a.m. Eastern Time on the next following Business Day. The Fund will
receive all orders to purchase Series shares using the NSCC's Defined
Contribution Clearance & Settlement (DCC&S) platform. The Fund will also provide
Hartford with account positions and activity data using the NSCC's Networking
platform. Hartford shall pay for Series shares by the scheduled close of federal
funds transmissions on such next following Business Day after it places an order
to purchase Series shares in accordance with this section using the NSCC's
Fund/SERVE System. Payment shall be in federal funds transmitted by wire from
the Fund's designated Settling Bank to the NSCC. Business Day shall mean any day
on which the New York Stock Exchange is open for trading and on which the Fund
calculates it net asset value pursuant to the rules of the SEC. Networking shall
mean the NSCC's product that allows Fund's and companies to exchange account
level information electronically. Settling Bank shall mean the entity appointed
by the Fund to perform such settlement services on behalf of the Fund and agrees
to abide by the NSCC's Rules and Procedures insofar as they relate to the same
day funds settlement.
If Hartford is somehow prohibited from submitting purchase and settlement
instructions to the Fund for Series shares via the NSCC's DCC&S platform the
following shall apply to this section;
The Fund and Xxxxxxx agree to sell Hartford those shares of the Series
which Hartford 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 Fund or its designee of such order. For purposes of this
section , Hartford shall be the designee of the Fund for the receipt of such
orders from the separate account and by receipt by such designee shall
constitute receipt by the Fund; provided that the Fund or Xxxxxxx receives
notice of such order by 10:00 a.m. Eastern Time on the next following Business
Day. Hartford shall pay for Series shares by the scheduled close of federal
funds transmissions on the same Business Day it places an order to purchase
Series shares in accordance with this section. Payment shall be in federal funds
transmitted by wire to the Fund's designated custodian. Business Day shall mean
any day on which the New York Stock Exchange is open for trading and on which
the Fund calculates it net asset value pursuant to the rules of the SEC.
3.5.2 The Fund and the Underwriter agree to make shares of the Series
available indefinitely for purchase at the applicable net asset value per share
by Hartford on Business Days; provided, however, that the Board of Directors of
the Fund
(hereinafter the Directors) may refuse to sell shares of any Series to any
person, or suspend or terminate the offering of shares of any Series if such
action is required by law or by regulatory authorities having jurisdiction or
is, in the sole discretion of the 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 Series.
3.5.3 The Fund and Xxxxxxx agree to redeem for cash, upon the Hartford's
request, any full or fractional shares of the Fund held by Hartford 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 Fund or its designee of
the request for redemption. For purposes of this section, Hartford shall be the
designee of the Fund for receipt of requests for redemption from each separate
account and receipt by such designee shall constitute receipt by the Fund;
provided the Fund or Xxxxxxx receives notice of such request for redemption via
the NSCC by 10:00 a.m. Eastern Time on the next following Business Day. The Fund
will receive all orders to redeem Series shares using the NSCC's DCC&S platform.
The Fund will also provide Hartford 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 Hartford, on the same Business Day the Fund or
Xxxxxxx receives notice of the redemption order from Hartford provided that the
Fund or Xxxxxxx receives notice by 10:00 a.m. eastern time on such Business Day.
If Hartford is somehow prohibited from submitting redemption and
settlement instructions to the Fund for Series shares via the NSCC's DCC&S
platform the following shall apply to this section:
The Fund and Xxxxxxx agree to redeem for cash. Upon Hartford's request,
any full or fractional shares of the Fund held by Hartford 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 Fund or its designee of
the request for redemption. For purposes of this section, Hartford shall be the
designee of the Fund for receipt of requests for redemption from each separate
account and receipt by such designee shall constitute receipt by the Fund;
provided the Fund or Xxxxxxx 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
Hartford, on the same Business Day the Fund or Xxxxxxx receives notice of the
redemption order from Hartford provided that the Fund or Xxxxxxx receives notice
by 10:00 a.m. Eastern Time on such Business Day.
3.5.4 Hartford agrees to purchase and redeem the shares of the Series
named in Schedule A offered by the then current prospectus of the Fund in
accordance with the provisions of the applicable prospectus.
3.5.5 Hartford will place separate orders to purchase or redeem shares of
each Series.
3.5.6 Issuance and transfer of the Fund's shares will be by book entry
only. Share certificates will not be issued to Hartford 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.
3.5.7 Xxxxxxx shall furnish same day notice to Hartford of any income,
dividends or capital gain distributions payable on the Fund's shares. Hartford
hereby elects to receive all such dividends and distributions as are payable on
a Series' shares in the form of additional shares of that Series. The Fund shall
notify Hartford of the number of shares so issued as payment of such dividends
and distributions no later than one Business Day after issuance. Hartford
reserves the right to revoke this election (provided that such revocation will
apply to future dividends or distributions, unless the notice is given on the
same day that notice of a dividend or distribution is received) and to receive
in cash all such dividends and distributions declared after receipt of notice of
revocation by the Fund.
3.5.8 If the Fund or Xxxxxxx 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 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), Xxxxxxx and/or Fund shall be liable for the systems and out
of pocket costs equal to (i) $1,000 per day per affected Fund or Series for each
day that incorrect information provided by the Fund or Xxxxxxx is not corrected,
if such period does not include a month-end or a fiscal quarter-end up to a
maximum of $3,000 per occurrence or (ii) $1,500 per day per affected Fund or
Series for each day that such incorrect information provided by the Fund or
Xxxxxxx is not corrected, if such period does include a month-end or a fiscal
quarter-end up to a maximum of $5,000 per occurrence. Any error in the
calculation or reporting of net asset value per share, dividend or capital gain
information shall be reported promptly to Hartford upon discovery. Xxxxxxx
and/or Fund shall make each contract owner, participant or beneficiary whole for
any errors either makes in providing information.
3.6 The Fund shall pay the fees provided for in the attached Schedule A.
(13) Section 7.1.1 shall be amended to read:
This Agreement will terminate at the option of any party upon six months' prior
written notice to the other parties. Notwithstanding any termination of this
Agreement Hartford, may require the Fund and Xxxxxxx to continue to make
available additional shares of the Fund for so long after the termination of
this Agreement as Hartford desires pursuant to the terms and conditions of this
Agreement as provided in paragraph below, for all Contracts in effect on the
effective date of termination of this Agreement unless such
further sale of Fund shares is proscribed by law, regulation or an applicable
regulatory body. Specifically, without limitation, the owners of the Contracts
shall be permitted to direct reallocation of investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Contracts.
Fund and/or Xxxxxxx shall remain obligated to pay Hartford the fee in effect as
of the date of termination for so long as shares are held by the separate
accounts and Hartford continues to provide services to the separate accounts.
Such fee 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.
14. A new Section 8.21 shall be added to Section 8 of this Agreement which
shall read:
Both parties agree to use and disclose Personal Information 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 Bliley
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 medial 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 17 day
of July, 2001.
XXXXXXX VARIABLE SERIES, INC. HARTFORD LIFE INSURANCE COMPANY
By /s/ Xxxxxxx X. Xxxxxxxxx By /s/ Xxxx Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxx Xxxxxxxx
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Title: Vice President Title: Assistant Actuary
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XXXXXXX ASSET MANAGEMENT COMPANY, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: Senior Vice President
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SCHEDULE A
In consideration of the services provided by Hartford, Xxxxxxx agrees to pay
Hartford an amount equal to the following basis points per annum on the average
aggregate amount invested by Hartford's separate account(s) in each Series under
the Participation Agreement, such amounts to be paid within 30 days of the end
of each calendar quarter.
Series Revenue Sharing
Xxxxxxx Variable Series, Inc. Social Balanced Portfolio 15 basis points