PARTICIPATION AGREEMENT
AMONG
THE DREYFUS CORPORATION;
DREYFUS VARIABLE INVESTMENT FUND; THE DREYFUS SOCIALLY
RESPONSIBLE GROWTH FUND, INC.; DREYFUS LIFE AND ANNUITY INDEX
FUND, INC. (D/B/A DREYFUS STOCK INDEX FUND); AND DREYFUS INVESTMENT
PORTFOLIOS
AND
HARTFORD LIFE INSURANCE COMPANY AND HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY.
THIS AGREEMENT is made and entered into as of the 31st day of July, 2000
by and among THE DREYFUS CORPORATION, a New York
Corporation ("Adviser"); DREYFUS VARIABLE INVESTMENT FUND, a Massachusetts
Business Trust; THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. a Maryland
Corporation; DREYFUS LIFE AND ANNUITY INDEX FUND, INC. (d/b/a DREYFUS STOCK
INDEX FUND) a Maryland Corporation; AND DREYFUS INVESTMENT PORTFOLIOS, a
Massachusetts Business Trust (each a "Fund," collectively the "Investment
Company"), and HARTFORD LIFE INSURANCE COMPANY, a Connecticut corporation, and
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY, a Connecticut corporation,
(collectively the "Insurance Company"), on their behalf and on behalf of each
segregated asset account of the Insurance Company set forth on Schedule A
hereto, as may be amended from time to time (each such account hereinafter
referred to as the "Account").
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and the offering of its shares is registered under the Securities
Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the beneficial interest in or common stock of the Dreyfus Variable
Investment Fund and the Dreyfus Investment Portfolios is divided into several
series of shares, each designated a "Portfolio" and representing an interest in
a particular managed portfolio of securities and other assets; and
WHEREAS, the Investment Company was organized to act as the investment vehicle
for variable annuity and variable life insurance contracts to be offered by
separate accounts of insurance
companies that have entered into participation agreements with the Investment
Company substantially identical to this Agreement ("Participating Insurance
Companies") and for qualified retirement and pension plans ("Qualified Plans");
and
WHEREAS, the Investment Company has obtained an order from the Securities and
Exchange Commission (the "SEC") granting Participating Insurance Companies and
their separate accounts exemptions from the provisions of Sections 9(a), 13(a),
15(a), and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Investment Company
to be sold to and held by variable annuity and variable life insurance separate
accounts of both affiliated and unaffiliated life insurance companies and by
Qualified Plans (the "Mixed and Shared Funding Exemptive Order"); and
WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940 and any applicable state securities law; and
WHEREAS, the Insurance Company has registered or will register under the 1933
Act the variable annuity and variable life insurance contracts, delineated on
Schedule B hereto, under which the Portfolios and Funds are to be made available
as investment vehicles (the "Contracts"), unless an exemption from registration
is available; and
WHEREAS, each Account is a duly organized, validly existing segregated asset
account, established by resolution of the board of directors of the Insurance
Company on the date shown for that Account on Schedule A hereto, to set aside
and invest assets attributable to the Contracts; and
WHEREAS, the Insurance Company has registered or will register each Account as a
unit investment trust under the 1940 Act, unless an exemption from registration
is available; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Insurance Company intends to purchase shares of the Portfolios and Funds at
net asset value on behalf of each Account to fund the Contracts;
NOW, THEREFORE, in consideration of their mutual promises, the parties hereto
agree as follows:
ARTICLE I
SALE OF SHARES
1.1. The Investment Company agrees to sell to the Insurance Company its or its
Portfolio's shares, delineated on Schedule A hereto, of which each Account
orders, executing such orders on a daily basis at the net asset value next
computed after receipt by the Investment Company or its designee of the order
for the shares of the Investment Company. For purposes of this Section 1.1, the
Insurance Company shall be the designee of the Investment Company for receipt of
such orders from the Accounts and receipt by such designee shall constitute
receipt by the Investment Company; provided that the
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Investment Company receives notice of such order by 9:30 a.m., Eastern Time, on
the next following Business Day. In this Agreement, "Business Day" shall mean
any day on which the New York Stock Exchange is open for trading and on which
the Investment Company calculates its net asset value pursuant to the rules of
the SEC, as set forth in the Investment Company's prospectus.
1.2. The Investment Company agrees to make its shares available for purchase at
the applicable net asset value per share by the Insurance Company and its
Accounts on those days on which the Investment Company calculates its net asset
values pursuant to rules of the SEC. The Investment Company shall use reasonable
efforts to calculate its or its Portfolios' not asset values on each day on
which the New York Stock Exchange is open for trading. Notwithstanding the
foregoing, the directors or trustees of the Investment Company may refuse to
sell shares of any Portfolio or Fund to any person, or suspend or terminate the
offering of shares of any Portfolio or Fund if such action is required by law or
by regulatory authorities having jurisdiction or is, in the sole discretion of
the directors or trustees of the Investment Company, acting in good faith and in
light of their fiduciary duties under federal and any applicable state laws,
necessary in the best interests of the shareholders of that Portfolio or Fund.
1.3. The Investment Company agrees that shares of the Investment Company will
be sold only to separate accounts of Participating Insurance Companies and to
Qualified Plans for use in conjunction with variable life insurance policies or
variable annuities. No shares of any Portfolio or Fund will be sold to the
general public.
1.4. The Investment Company will not sell its shares to any Participating
Insurance Company's separate account or to a Qualified Plan unless an agreement
containing provisions substantially the same as Sections 2.2, 3.1, 3.2, and 7.1
-7.4 of this Agreement is in effect to govern such sales.
1.5. The Investment Company agrees to redeem, at the Insurance Company's
request, any full or fractional shares of the Investment Company held by an
Account, executing such requests on a daily basis at the net asset value next
computed after receipt by the Investment Company or its designee of the request
for redemption. For purposes of this Section 1.5, the Insurance Company shall be
the designee of the Investment Company for receipt of requests for redemption
from each Account and receipt by that designee shall constitute receipt by the
Investment Company; provided that the Investment Company receives notice of the
request for redemption by 9:30 a.m., Eastern Time, on the next following
Business Day.
1.6. The Insurance Company agrees to purchase and redeem the shares of each
Portfolio or Fund offered by the then-current prospectus of the Investment
Company in accordance with the provisions of that prospectus. The Insurance
Company will place separate orders to purchase or redeem shares of each
Portfolio or Fund. Each order shall describe the net amount of shares and dollar
amount of each Portfolio or Fund to be purchased or redeemed.
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1.7. In the event of net purchases, the Insurance Company shall pay for
Investment Company shares by 12:00 noon, Eastern Time, on the next Business Day
after an order to purchase Investment Company shares is made in accordance with
the provisions of Section 1.1. Payment shall be in federal funds transmitted by
wire before 12:00 noon, Eastern Time, on the next Business Day after an order to
redeem Fund Shares is made. For the purpose of Sections 2.9 and 2.10, upon
receipt by the Investment Company of the federal funds so wired, such funds
shall cease to be the responsibility of the Insurance Company and shall become
the responsibility of the Investment Company. Payment of net redemption proceeds
(aggregate redemptions of a Portfolio's or Fund's shares by an Account minus
aggregate purchases of that Portfolio's or Fund's shares by that Account) of
less than $1 million for a given Business Day will be made by wiring federal
funds to the Insurance Company on the next Business Day after receipt of the
redemption request. Payment of net redemption proceeds of $1 million or more
will be made by wiring federal funds within three Business Days after receipt of
the redemption request.
1.8. Issuance and transfer of the Investment Company's shares will be by book
entry only. Stock certificates will not be issued to the Insurance Company or
any Account. Shares ordered from the Investment Company will be recorded in an
appropriate title for each Account or the appropriate subaccount of each
Account.
1.9. The Investment Company shall furnish same day notice (by wire or
telephone, followed by written confirmation) to the Insurance Company of any
income, dividends or capital gain distributions payable on the Portfolios' or
Funds' shares. The Insurance Company hereby elects to receive all income
dividends and capital gain distributions payable on a Portfolio's or Fund's
shares in additional shares of that Portfolio or Fund. The Insurance Company
reserves the right to revoke this election and to receive all such income
dividends and capital gain distributions in cash. The Investment Company shall
notify the Insurance Company of the number of shares issued as payment of
dividends and distributions.
1.10. The Investment Company shall make the net asset value per share for each
Portfolio or Fund available to the Insurance Company on a daily basis as soon as
reasonably practical after the net asset value per share is calculated and shall
use its best efforts to make those per share net asset values available by 6:00
p.m., Eastern Time.
a. If the Investment Company provides materially incorrect share net
asset value information through no fault of Insurance Company, the
Accounts shall be entitled to an adjustment with respect to the Fund
shares purchased or redeemed to reflect the correct net asset value
per share.
b. The determination of the materiality of any net asset value pricing
error and its correction shall be based on the SEC's recommended
guidelines regarding these errors. Any material error in the
calculation or reporting of net asset value per share, dividend or
capital gain information shall be reported promptly to Insurance
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Company upon discovery. The Fund and/or its agents shall indemnify and hold
harmless Hartford against any amount Insurance Company is legally required to
pay qualified plans ("Plans") or Contract owners, and which amount is due to the
Fund's or its agents' material miscalculation and/or incorrect reporting of the
daily net asset value, dividend rate or capital gains distribution rate.
Insurance Company shall submit an invoice to the Fund or its agents for such
losses incurred as a result of the above which shall be payable within sixty
(60) days of receipt. Should a miscalculation by the Fund or its agents result
in a gain to Insurance Company, Insurance Company shall immediately reimburse
the Fund or its agents for any material losses incurred by the Fund or its
agents as a result of the incorrect calculation. Should a material
miscalculation by the Fund or its agents result in a gain to the Plans or
Contract owners, Insurance Company will consult with the Fund or its designee as
to what reasonable efforts shall be made to recover the money and repay the Fund
or its agents. Insurance Company shall then make such reasonable effort, at the
expense of the Fund or its agents, to recover the money and repay the Fund or
its agents; but Insurance Company shall not be obligated to take legal action
against the Plan or Contract owners.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND AGREEMENTS
2.1. The Insurance Company represents, warrants and agrees that (i) the
offerings of the Contracts are or will be registered under the 1933 Act, unless
otherwise exempt from registration, (ii) the Contracts will be issued and sold
in compliance in all material respects with all applicable federal and state
laws, and (iii) the sale of the Contracts shall comply in all material respects
with applicable state insurance suitability requirements. The Insurance Company
further represents that it is an insurance company duly organized and in good
standing under applicable law and that it has legally and validly established
each Account prior to any issuance or sale thereof as a segregated asset account
under the Connecticut Insurance Code and has registered, or warrants and agrees
that prior to any issuance or sale of the Contracts it will register, unless
otherwise exempt from registration, each Account as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a segregated asset
account for the Contracts.
2.2. The Investment Company warrants and agrees that Investment Company shares
sold pursuant to this Agreement shall be registered under the 1933 Act and the
regulations thereunder to the extent required, duly authorized for issuance and
sale in compliance with the laws of each jurisdiction in which shares will be
offered and all applicable state and federal securities laws, and that the
Investment Company is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required. The Investment Company warrants
and agrees that it shall amend the registration statement
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for its shares under the 1933 Act and the 1940 Act from time to time as required
in order to effect the continuous offering of its shares.
2.3. The Investment Company represents that it is lawfully organized and
validly existing under the laws of the State of its incorporation and
represents, warrants and agrees that it does and will comply in all material
respects with the 1940 Act.
2.4. The Investment Company represents that it is currently qualified as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986 as amended ("the Code") and warrants and agrees that (i) it will make every
effort to maintain its qualification (under Subchapter M or any successor or
similar provision) and (ii) it will notify the Insurance Company immediately
upon having a reasonable basis for believing that it has ceased to so qualify or
that it might not so qualify in the future.
2.5. If the Investment Company determines that it is necessary, the Investment
Company will obtain prior to sale or issuance of the Contracts, an order from
the SEC, granting participating insurance companies and variable insurance
product separate accounts exemptions from the provisions of the 1940 Act, as
amended, and the rules thereunder, to the extent necessary to permit shares of
the Fund to be sold to and held by variable insurance product separate accounts
of both affiliated and unaffiliated life insurance companies.
2.7. The Investment Company represents and warrants that all of its officers,
employees, investment advisers, investment sub-advisers, and other individuals
or entities described in Rule 17g-1 under the 1940 Act dealing with the money
and/or securities of the Investment Company are, and shall continue to be at all
times, covered by a blanket fidelity bond or similar coverage for the benefit of
the Investment Company in an amount not less than the minimum coverage required
currently by Rule 17g-1 under the 1940 Act or related provisions as may be
promulgated from time to time. That fidelity bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company.
Further, Investment Company represents and warrants that it is insured under a
professional liability policy providing errors and omissions coverage in the
amount of at least $50 million dollars.
2.8. The Insurance Company represents and warrants that all of its officers,
employees, investment advisers, and other individuals or entities described in
Rule 17g-1 under the 1940 Act are and shall continue to be at all times covered
by a blanket fidelity bond or similar coverage for the benefit of the Investment
Company, in an amount not less than the minimum coverage required currently for
entities subject to the requirements of Rule 17g-1 under the 1940 Act or related
provisions or may be promulgated from time to time, The aforesaid bond shall
include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company.
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2.9. For its unregistered Accounts which are exempt from registration under the
1940 Act in reliance upon Section 3(c)(1) or Section 3(c)(7) thereof, the
Insurance Company represents and agrees that:
(a) Hartford Equity Sales Company is the principal underwriter for each
such unregistered Account and its subaccounts and is a registered
broker-dealer under the Securities and Exchange Act of 1934 (the
"1934 Act");
(b) the shares of the Portfolios or Fund of the Investment Company are
and will continue to be the only investment securities held by the
corresponding Account subaccounts; and
(c) with regard to each Portfolio or Fund, the Insurance Company, on
behalf of the corresponding Account subaccount, will,
(i) vote such shares held by it in the same proportion as the vote of
all other holders of such shares; and
(ii) refrain from substituting shares of another security for such
shares unless the SEC has approved such substitution in the manner
provided in Section 26 of the 1940 Act.
ARTICLE III
PROSPECTUSES; REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING & EXPENSES
3.1 Investment Company shall provide monthly statements of account as of the
end of each month for all of Insurance Company's accounts by the fifteenth
(15th) Business Day of the following month.
3.2 Investment Company shall distribute to Insurance Company copies of the
Investment Company's Prospectuses, proxy materials, notices, periodic reports
and other printed materials (which the Investment Company customarily provides
to its shareholders) in quantities as Insurance Company may reasonably request
for distribution to each Contractholder and Participant. Insurance Company may
elect to print the Investment Company's prospectus and/or its statement of
additional information in combination with other fund companies' prospectuses
and statements of additional information, which are also offered in Insurance
Companies insurance product at their own cost. At Insurance Company's request,
the Investment Company will provide, in lieu of printed documents, camera-ready
copy or diskette of prospectuses, annual and semi-annual reports for printing by
the Insurance Company.
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3.3 Insurance Company will provide Investment Company on a semi-annual basis,
or more frequently as reasonably requested by the Investment Company, with a
current tabulation of the number of existing Variable Contract owners of
Insurance Company and or holders of insurance certificates, whose Variable
Contract values are invested in the Investment Company. This tabulation will be
sent to Investment Company in the form of a letter signed by a duly authorized
officer of the Insurance Company attesting to the accuracy of the information
contained in the letter.
3.4 The charge to each Investment Company for all expenses and costs of the
Investment Company, including but not limited to management fees, administrative
expenses and legal and regulatory costs, will be included in the determination
of the Investment Company's daily net asset value per share.
3.5 Except as provided in this Article and particularly in the following
sentence, Insurance Company shall not be required to pay directly any expenses
of any Investment Company or expenses relating to the distribution of its
shares. Insurance Company shall pay the following expenses or costs:
a. Such amount of the production expenses of any Investment Company
materials, including the cost of printing an Investment Company's
Prospectus, or marketing materials for prospective Insurance Company
Contractholders and Participants as Investment Company or its
designee and Insurance Company shall agree from time to time. Such
materials shall not include Investment Company proxy solicitation
materials.
b. Distribution expenses of any Investment Company materials or
marketing materials for prospective Insurance Company Contractholders
and Participants.
c. Distribution expenses of any Investment Company materials or
marketing materials for Insurance Company Contractholders and
Participants. Such materials shall not include Investment Company
proxy solicitation materials.
Except as provided herein, Insurance Company shall not be responsible for any
other Investment Company expenses.
3.5. Unregistered separate accounts subject to the Employee Retirement Income
Security Act of 1974 ("ERISA") will refrain from voting shares for which no
instructions are received if such shares are held subject to the provisions of
ERISA.
3.6. The Investment Company will comply with all provisions of the 1940 Act and
the rules thereunder requiring voting by shareholders.
3.7 Each Investment Company shall provide Insurance Company with copies, at no
cost to Insurance Company, of the Investment Company's proxy material, reports
to
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shareholders and other communications to shareholders in such quantity as
Insurance Company shall reasonably require for distributing to Contractholders
or Participants.
Insurance Company shall:
(a) solicit voting instructions from Contractholders or Participants on a
timely basis and in accordance with applicable law;
(b) vote the Investment Company's shares in accordance with instructions
received from Contractholders or Participants; and
(c) vote the Investment Company shares for which no instructions have been
received in the same proportion as Participating Fund shares for which
instructions have been received.
Insurance Company agrees at all times to vote its General Account shares in the
same proportion as the Investment Company shares for which instructions have
been received from Contractholders or Participants. Insurance Company further
agrees to be responsible for assuring that voting the Investment Company shares
for the Separate Account is conducted in a manner consistent with other
Participating Companies.
3.8 Insurance Company agrees that it shall not, without the prior written
consent of each applicable Investment Company and Adviser, solicit, induce or
encourage Contractholders to (a) change or supplement the Investment Company's
current investment adviser or (b) change, modify, substitute, add to or delete
from the current investment media for the Contracts.
ARTICLE IV
DISCLOSURE DOCUMENTS, SALES MATERIAL, AND INFORMATION
4.1. The Insurance Company shall furnish, or shall cause to be furnished, to
the Investment Company or its designee, each piece of sales literature and other
promotional material in which the Investment Company, the Adviser or a
sub-adviser of one of the Portfolios or Funds is named, at least fifteen
calendar days prior to its use. No such material shall be used unless the
Investment Company, Adviser, or its designee approves such material. Such
approval (if given) must be in writing and shall be presumed not given if not
received within ten Business Days after receipt of such material. The Investment
Company or its designee, as the case may be, shall use all reasonable efforts to
respond within ten days of receipt
4.2. The Insurance Company shall not make any representations or statements on
behalf of the Investment Company or Adviser or concerning the Investment Company
or Adviser in connection with the sale of the Contracts other than the
information or representations contained in the Investment Company's
registration statement, prospectus or statement of
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additional information, as that registration statement, prospectus or statement
of additional information may be amended or supplemented from time to time, or
in reports or proxy statements for the Investment Company, or in sales
literature and other promotional material approved by the Investment Company or
its designee, except with the permission of the Investment Company or the
Adviser.
4.3. The Investment Company or its designee, shall furnish, or shall cause to
be furnished, to the Insurance Company or its designee, each piece of sales
literature and other promotional material in which the Insurance Company or any
Account is named at least fifteen calendar days prior to its use. No such
material shall be used unless the Insurance Company approves such material. Such
approval (if given) must be in writing and shall be presumed not given if not
received within ten Business Days after receipt of such material. The Insurance
Company shall use all reasonable efforts to respond within ten days of receipt.
4.4. The Investment Company shall not give any information or make any
representations on behalf of the Insurance Company or concerning the Insurance
Company, any Account, or the Contracts other than the information or
representations contained in a offering memorandum, registration statement,
prospectus or statement of additional information for the Contracts, as that
offering memorandum, registration statement, prospectus or statement of
additional information may be amended or supplemented from time to time, or in
published reports for any Account which are in the public domain or approved by
the Insurance Company for distribution to Contract owners, or in sales
literature, and other promotional material approved by the Insurance Company or
its designee, except with the permission of the Insurance Company.
4.5. The Investment Company will provide to the Insurance Company at Insurance
Company's request, at least one complete copy of each offering memorandum,
registration statement, prospectus, statement of additional information, report,
proxy statement, piece of sales literature and other promotional material,
application for exemption, request for no-action letter, and any amendment to
any of the above, that relates to the Investment Company or its shares.
4.6. The Insurance Company will provide to the Investment Company, at the
Investment Company's request, at least one complete copy of each offering
memorandum, registration statement, prospectus, statement of additional
information, report, solicitation for voting instructions, piece of sales
literature and other promotional material, application for exemption, request
for no-action letter, and any amendment to any of the above, that relates to the
Contracts or the Accounts.
4.7. For purposes of this Article IV, the phrase "sales literature and other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media), sales literature
(i.e., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters,
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form letters, shareholder newsletters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, registration statements,
prospectuses, statements of additional information, shareholder reports, and
proxy materials, and any other material constituting sales literature or
advertising under NASD rules, the 1933 Act or the 0000 Xxx.
4.8. At the request of any party to this Agreement, each other party will make
available to the other party's independent auditors and/or representative of the
appropriate regulatory agencies, all records, data and access to operating
procedures that may be reasonably requested.
ARTICLE V
DIVERSIFICATION
5.1. The Investment Company represents and warrants that, at all times, the
Investment Company will comply with the diversification requirements for
variable annuity, endowment, modified endowment or life insurance contracts set
forth in Section 817(h) of the Code, and the rules and regulations thereunder,
including without limitation Treasury Regulation 1.817-5, and any amendments or
other modifications to that section or regulation at all times necessary to
satisfy those requirements. The Investment Company will notify the Insurance
Company immediately upon having a reasonable basis for believing that it has
ceased to comply or might not so comply and will immediately take all reasonable
steps to adequately diversify and to achieve compliance within the grace period
afforded by Regulation 1.817-5.
ARTICLE VI
POTENTIAL CONFLICTS
6.1. The directors or trustees of the Investment Company will monitor the
Investment Company for the existence of any material irreconcilable conflict
among the interests of the variable contract owners of all separate accounts
investing in the Investment Company. A material irreconcilable conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretive letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio or Fund are being managed; (e) a difference in voting instructions
given by variable annuity contract and variable life insurance contract owners;
or (a decision by a Participating Insurance Company to disregard the voting
instructions of variable contract owners. The directors or trustees of the
Investment Company shall promptly inform the Insurance Company if they determine
that a material irreconcilable conflict exists and the implications thereof. The
directors or trustees of the Investment Company shall have sole authority to
determine whether a material
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irreconcilable conflict exists and their determination shall be binding upon the
Insurance Company.
6.2. The Insurance Company and the Adviser each will report any potential or
existing conflicts of which it is aware to the directors or trustees of the
Investment Company. This includes, but is not limited to, an obligation by the
Insurance Company to inform the Board whenever contract owner voting
instructions are disregarded.
6.3. If it is determined by a majority of the directors or trustees of the
Investment Company, or a majority of the directors or trustees who are not
interested persons of the Investment Company, any of its Portfolios of Funds, or
the Adviser (the " Independent Directors or Trustees"), that a material
irreconcilable conflict exists due to issues relating to the Contracts, the
Insurance Company and/or other Participating Insurance Companies shall, at their
expense and to the extent reasonably practicable (as determined by a majority of
the Independent Directors or Trustees), take whatever steps are necessary to
remedy or eliminate the irreconcilable material conflict, up to and including
withdrawal of the affected Account's investment in the Investment Company. No
charge or penalty will be imposed as a result of such withdrawal.
6.4 The Insurance Company will, at the request of the Investment Company or the
Adviser, at least annually, submit to the Board such reports, materials or data
as the Board may reasonably request so that the Board may fully carry out the
obligations imposed upon them. All reports received by the Board of potential or
existing conflicts, and all Board action with regard to determining the
existence of a conflict, and determining whether any proposed action adequately
remedies a conflict, shall be properly recorded in the minutes of the Board or
other appropriate records, and such minutes or other records shall be available
to the Securities and Exchange Commission upon request.
ARTICLE VII
INDEMNIFICATION
7.1. Indemnification by the Insurance Company
7.1(a). The Insurance Company agrees to indemnify and hold harmless each Fund,
the Adviser, any Investment Company sub-investment advisor (if applicable), each
respective Fund's distributor, and their respective affiliates and, each of
their directors, trustees, officers, employees or agents, and each person, if
any, who controls or is associated with any of the foregoing entities or persons
within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.1) against any and all losses, claims,
damages, liabilities (Including amounts paid in settlement with the written
consent of the Insurance Company which consent shall not be unreasonably
withheld) or expenses (including reasonable costs of investigating or defending
any alleged loss, claim, damage, liability or expense and reasonable legal
counsel fees in connection therewith) (collectively "Losses"), to which the
Indemnified Parties may become subject under any statute, regulation, at common
law or otherwise, insofar as
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such Losses or settlements are related to the sale, acquisition, or redemption
of the Investment Company's shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the disclosure
document for the Contracts or contained in the Contracts or in sales
literature for the Contracts generated or approved by Insurance
Company on behalf of the Contracts or Accounts (or any amendment or
supplement to any of the foregoing) (collectively "Company
Documents" for the purpose of this Section 8.1), or arise out of or
are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this indemnity
shall not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in reliance
upon and in conformity with information furnished in writing to the
Insurance Company by or on behalf of the Investment Company for use
in Company Documents or otherwise for use in connection with the
sale of the Contracts or Investment Company shares;
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in and accurately
derived from Fund Documents as defined in Section 8.2 (A)(1) or
wrongful conduct of the Insurance Company or persons under its
control, with respect to the sale or distribution of the Contracts
or Investment Company shares;
(iii) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Fund Documents, as
defined in Section 8.2 (A)(1), or the omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if such a
statement or omission was made in reliance upon information
furnished in writing to the Investment Company by or on behalf of
the Insurance Company;
(iv) arise out of or result from any failure by the Insurance Company to
provide the services and furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any material breach of any
representation, warranty or agreement made by the Insurance Company
in this Agreement or arise out of or result from any other material
breach of this Agreement by the Insurance Company, as limited by and
in accordance with the provisions of Sections 8.1(b) and 8.1(c)
hereof.
7.1(b). The Insurance Company shall not be liable under this indemnification
provision with respect to any Losses to which an Indemnified Party would
otherwise be subject by reason of such Indemnified Party's willful malfeasance
or negligence in the performance of that Indemnified Party's duties or by reason
of that Indemnified Party's reckless disregard of obligations or duties under
this Agreement or to the Investment Company, whichever is applicable.
13
7.1(c). The Insurance Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
that Indemnified Party shall have notified the Insurance Company in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon that
Indemnified Party (or after the Indemnified Party shall have received notice of
such service on any designated agent). Notwithstanding the foregoing, the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Insurance Company of its obligations hereunder except to the extent
that the Insurance Company has been prejudiced by such failure to give notice.
In addition, any failure by the Indemnified Party to notify the Insurance
Company of any such claim shall not relieve the Insurance Company from any
liability which it may have to the Indemnified Party against whom the action is
brought otherwise than on account of this indemnification provision. In case any
such action is brought against the Indemnified Parties, the Insurance Company
shall be entitled to participate, at its own expense, in the defense of the
action. The Insurance Company also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action. After
notice from the Insurance Company to the Indemnified Party of the Insurance
Company's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Insurance Company will not be liable to that party under this Agreement for any
legal or other expenses subsequently incurred by the party independently in
connection with the defense thereof other than reasonable costs of
investigation.
7.1(d). The Indemnified Parties will promptly notify the Insurance Company of
the commencement of any litigation or proceedings against them in connection
with the issuance or sale of the Investment Company's shares or the Contracts or
the operation of the Investment Company.
7.2. Indemnification by the Adviser and Investment Company
7.2(a). The Adviser and each Fund severally agrees to indemnify and hold
harmless the Insurance Company, each of its directors, officers, employees or
agents, and each person, if any, who controls the Insurance Company within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 8.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Adviser which consent shall not be unreasonably withheld) or expenses
(including reasonable costs of investigating or defending any alleged loss,
claim, damage, liability, or expense and reasonable legal counsel fees in
connection therewith) (Collectively "Losses") to which the Indemnified Parties
may become subject under any statute, at common law or otherwise, insofar as
such Losses or settlements are related to the sale, acquisition, or redemption
of the Investment Company's shares or the Contracts and:
14
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement
or prospectus or sales literature of the Fund (or any amendment or
supplement to any of the foregoing), (collectively, the "Fund
Documents") or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not apply as to any
Indemnified Party if the statement or omission or alleged statement or
omission was made in reliance upon and in conformity with information
furnished in writing to the Adviser or the Fund or its designee by or
on behalf of the Insurance Company for use in the registration
statement or prospectus for the Fund or in sales literature (or any
amendment or supplement) or otherwise for use in connection with the
sale of the Contracts or Fund shares;
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus or sales literature for the Contracts not
supplied by the Adviser or the Fund or persons under its control) or
wrongful conduct of the Fund or persons under its control, with respect
to the sale or distribution of the Contracts or Fund shares;
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus, or
sales literature covering the Contracts, or any amendment thereof or
supplement thereto, of the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished
in writing to the Insurance Company by or on behalf of the Fund;
(iv) result from any failure by the Fund to provide the services and furnish
the materials under the terms of this Agreement (including a failure,
whether unintentional or in good faith or otherwise, to comply with the
diversification requirements specified in Article V of this Agreement);
or
(v) arise out of or result from any material breach of any representation,
warranty or agreement made by the Adviser or the Fund in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Fund; as limited by and in accordance with the
provisions of Sections 8.2(b) and 8.2(c) hereof
7.2(b). The Adviser or the Fund shall not be liable under this indemnification
provision with respect to any Losses to which an Indemnified party would
otherwise be subject by reason of such Indemnified Party's willful malfeasance
or negligence in the performance of the Indemnified Party's duties or by reason
of the Indemnified Party's reckless disregard of obligations and duties under
this Agreement or to the Insurance Company or the Accounts, whichever is
applicable.
15
7.2(c). The Adviser or each Fund shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless the
Indemnified Party shall have notified the Adviser or Fund or its designee in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon the
Indemnified Party (or after the Indemnified Party shall have received notice of
such service on any designated agent). Notwithstanding the foregoing, the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Adviser or the Fund of its obligations hereunder except to the
extent that the Adviser or the Fund has been prejudiced by such failure to give
notice. In addition, any failure by the Indemnified Party to notify Adviser or
the Fund or its designee of any such claim shall not relieve the Adviser or the
Fund from any liability which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of this indemnification
provision. In case any such action is brought against the Indemnified Parties,
the Adviser or the Fund will be entitled to participate, at its own expense, in
the defense thereof. The Adviser or the Fund also shall be entitled to assume
the defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Adviser or the Fund to the Indemnified Party of the
Adviser's s or the Fund's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Adviser or the Fund will not be liable to that party
under this Agreement for any legal or other expenses subsequently incurred by
that party independently in connection with the defense thereof other than
reasonable costs of investigation.
7.2(d). The Insurance Company agrees to notify the Adviser or the Fund or its
designee promptly of the commencement of any litigation or proceedings against
it or any of its officers or directors in connection with the issuance or sale
of the Contracts or the operation of the Accounts.
7.3 A successor by law of the parties to this Agreement shall be entitled to
the benefits of the indemnification. The indemnification provisions shall
survive termination of this Agreement.
7.4 Insurance Company shall indemnify and hold each respective Fund, Advisor
and sub-investment adviser (if any) of the Fund harmless against any tax
liability incurred by the Fund under Section 851 of the Code arising from
purchases or redemptions by Insurance Company's General Accounts or the account
of its affiliates.
ARTICLE VIII
APPLICABLE LAW
8.1. This Agreement shall be construed and provisions hereof interpreted under
and in accordance with the laws of the State of New York.
16
8.2. This Agreement its terms and definitions, shall be subject to the
provisions of the 1933, 1934, and 1940 Acts, and the rules and regulations and
rulings thereunder, including any exemptions from those statutes, rules and
regulations the SEC may grant, and the terms hereof shall be interpreted and
construed in accordance therewith.
ARTICLE IX
TERMINATION
9.1 This Agreement shall continue in full force and effect until the first to
occur of:
A. Termination by any party for any reason upon six-months advance
written notice delivered to the other parties, unless such shorter
time is agreed to by the parties; or
B. Termination by Insurance Company by written notice to the Adviser and
the Investment Company or its designee with respect to any Fund in
the event any of the Fund's shares are not registered, issued or sold
in accordance with applicable state and/or federal law, or such law
precludes the use of such shares as the underlying investment medium
of the Contracts issued or to be issued by the Insurance Company; or
C. Termination by the Insurance Company upon written notice to the
Adviser and Investment Company with respect to any Fund in the event
that such Investment Company ceases to qualify as a Regulated
Investment Company under Subchapter M of the Code or under any
successor or similar provision;
D. Termination by Insurance Company upon written notice to the Adviser
and Investment Company or its designee with respect to any Fund in
the event that such Fund fails to meet the diversification
requirements specified in this Agreement;
E. Termination by the Adviser or any Investment Company upon written
notice to the Insurance Company, upon the institution of formal
proceedings against Insurance Company by the SEC, National
Association of Securities Dealers or any other regulatory body, the
expected or anticipated ruling, judgment or outcome of which would,
in the Investment Company's reasonable judgment, materially impair
Insurance Company's ability to meet and perform Insurance Company's
obligations and duties hereunder;
F. Termination by any Adviser or Investment Company upon written notice
to the Insurance Company, if the Adviser or Investment Company shall
determine, in its sole judgment reasonably exercised in good faith,
that Insurance Company has suffered a material adverse change in its
business or financial condition or is the subject of material
adverse publicity and such material adverse change or material
adverse publicity is likely to have a material adverse impact upon
the business and
17
operation of that Investment Company or Adviser, the Adviser or such
Investment Company shall notify Insurance Company in writing of such
determination and its intent to terminate this Agreement, and after
considering the actions taken by Insurance Company and any other
changes in circumstances since the giving of such notice, such
determination of the Adviser or Investment Company shall continue to
apply on the sixtieth (60th) day following the giving of such notice,
which sixtieth day shall be the effective date of termination;
G. Upon termination of the Investment Advisory Agreement between that
Investment Company and the Adviser or its successors unless Insurance
Company specifically approves the selection of a new Investment
Company investment adviser. Such Investment Company shall promptly
furnish notice of such termination to Insurance Company;
H. Termination by the Adviser or any Investment Company upon written
notice to the Insurance Company, in the event that Investment
Company's shares are not registered, issued or sold in accordance
with applicable federal law, or such law, precludes the use of such
shares as the underlying investment medium of Contracts issued or to
be issued by Insurance Company. Termination shall be effective
immediately as to that Investment Company only upon such occurrence
without notice;
I. Termination by the Adviser or any Investment Company upon written
notice to the Insurance Company, upon a determination by its Board
in good faith that it is no longer advisable and in the best
interests of shareholders of the Adviser or that Investment Company
to continue to operate pursuant to this Agreement;
J. Termination by the Adviser or any Investment Company upon written
notice to the Insurance Company, if the Contracts cease to qualify
as annuity contracts or life insurance policies, as applicable,
under the Code, or if such Investment Company reasonably believes
that the Contracts may fail to so qualify;
K. At the option of any party to this Agreement, upon another party's
breach of any material provision of this Agreement;
9.2. Effect of Termination
A. Notwithstanding any termination of this Agreement, the Investment
Company shall at the option of the Insurance Company, continue to
make available additional shares of the Investment Company pursuant
to the terms and conditions of this Agreement, for all Contracts in
effect on the effective date of termination of this Agreement (the
"Existing Contracts") unless such further sale of Investment Company
shares is proscribed by law, regulation or applicable
18
regulatory body. Specifically, without limitation, the owners of the
Existing Contracts will be permitted to direct allocation and
reallocation of investments in the Investment Company, redeem
investments in the Investment Company and invest in the Fund through
additional purchase payments.
B. Insurance Company agrees not to redeem Investment Company shares
attributable to the Contracts except (i) as necessary to implement
Contract owner initiated or approved transactions, or (ii) as
required by state and/or federal laws or regulations or judicial or
other legal precedent of general application or (iii) as permitted by
an order of the SEC. Upon request, Insurance Company will promptly
furnish to the Investment Company the opinion of counsel for the
Insurance Company to the effect that any redemption pursuant to
clause (ii) above is a legally required redemption.
C. In addition to the foregoing, Article VII Indemnification shall
survive any termination of this Agreement.
ARTICLE X
NOTICES
Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of that other party set forth below or at such
other address as the other party may from time to time specify in writing.
If to the Adviser or Investment Company:
(Name of Fund)
c/o The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
With copies to:
Stroock, Stroock & Xxxxx
000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxx X. Xxxx, Esq
Xxxxxx X. Xxxxxxx, Esq.
19
If to the Insurance Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: General Counsel
With copies to:
International Corporate Marketing Group
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
Attn: President
ARTICLE XI
MISCELLANEOUS
11.1. Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party unless and until that information may come into the public
domain.
11.2. The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
11.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
11.4. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
11.5. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit those authorities
reasonable access to its books and records in connection with any lawful
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
11.6. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
20
11.7. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns; provided, that no party may
assign this Agreement without the prior written consent of the other parties.
11.8 This Agreement has been executed on behalf of each Fund by the undersigned
officer of the Fund in his capacity as an officer of the Fund. The obligations
of this Agreement shall only be binding upon the assets and property of the Fund
and shall not be binding upon any director, trustee, officer or shareholder of
the Fund individually. It is agreed that the obligations of the Funds are
several and not joint, that no Fund shall be liable for any amount owing by
another Fund and the Funds have executed one instrument for convenience only.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative as
of the date specified above.
21
DREYFUS VARIABLE INVESTMENT FUND
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary
DREYFUS LIFE AND ANNUTIY INDEX FUND, INC.
(d/b/a DREYFUS STOCK INDEX FUND
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary
DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary
DREYFUS INVESTMENT PORTFOLIOS
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary
THE DREYFUS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice-Chairman
HARTFORD LIFE INSURANCE COMPANY HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
By: /s/ Xxxxx X. Xxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx, Xx
------------------------------ ------------------------------
Name: Xxxxx X. Xxx Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx
Title: Vice President Title: Vice President
22
SCHEDULE A
SEGREGATED ASSET ACCOUNTS
NAME DATE ESTABLISHED
--------------------------------------------------------------------------------
ICMG Registered Variable Life Separate Account One October 9, 1995
23
SCHEDULE B
INSURANCE PRODUCT AND UNDERLYING FUNDS/PORTFOLIOS
PRODUCT FORM # INSURER FUNDS/PORTFOLIOS
-------------------------------------------------------------------------------------------------------------
Xxxxx Fargo GVL-95 Hartford Life & Annuity Dreyfus Investment Portfolios --
Non-qualified Insurance Company Core Bond Portfolio
Select
Dreyfus Investment Portfolios --
Emerging Markets Portfolio
Dreyfus Variable Investment Fund --
Small Cap Portfolio
24
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, 403
SCHEDULE B
PORTFOLIO BASIS POINTS
--------------------------------------------------------------------------------
DREYFUS INDEX FUNDS, INC.
Dreyfus International Stock Index Fund 30 (0.30)%
DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.
Growth Portfolio 30 (0.30)%
Growth & Income Portfolio 30 (0.30)%
Income Portfolio 30 (0.30)%
DREYFUS MID CAP INDEX FUND 30 (0.30)%
DREYFUS DEBT & EQUITY FUNDS
Dreyfus Premier Core Bond Fund 30 (0.30)%
DREYFUS PREMIER THIRD CENTURY FUND (Z) 25 (0.25)%
DREYFUS PREMIER THIRD CENTURY FUND (A) 30 (0.30)%
DRFYFUS BASIC S & P 500 STOCK INDEX 5 (0.05)%
DREYFUS BOND MARKET INDEX 25 (0.25)%
