PARTICIPATION AGREEMENT
AMONG
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST,
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.,
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT, INC.,
AND
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
DATED AS OF
JULY 17, 2000
TABLE OF CONTENTS
PAGE
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ARTICLE I. Fund Shares 4
ARTICLE II. Representations and Warranties 6
ARTICLE III. Prospectuses, Reports to Shareholders and Proxy Statements; Voting 7
ARTICLE IV. Sales Material and Information 9
ARTICLE V. Distribution and Service Plans 10
ARTICLE VI. Diversification 10
ARTICLE VII. Potential Conflicts 11
ARTICLE VIII. Indemnification 12
ARTICLE IX. Applicable Law 16
ARTICLE X. Termination 17
ARTICLE XI. Notices 18
ARTICLE XII. Foreign Tax Credits 19
ARTICLE XIII. Miscellaneous 19
SCHEDULE A Separate Accounts and Contracts 23
SCHEDULE B Participating ▇▇▇ ▇▇▇▇▇▇ Life Investment Trust Portfolios 24
SCHEDULE C Proxy Voting Procedures 25
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PARTICIPATION AGREEMENT
Among
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST,
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.,
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT, INC.,
and
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
THIS AGREEMENT, made and entered into as of the 17th day of July, 2000 by and
among HARTFORD LIFE INSURANCE COMPANY and HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY (hereinafter the "Company"). Connecticut corporations, on their own
behalf and on behalf of each separate account of the Company set forth on
Schedule A hereto as may be amended from time to time (each such account
hereinafter referred to as the "Account"). and ▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
(hereinafter the "Fund"), a Delaware business trust, ▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
(hereinafter the "Underwriter"), a Delaware corporation, and ▇▇▇ ▇▇▇▇▇▇ ASSET
MANAGEMENT, INC. (hereinafter the "Adviser"), a Delaware corporation.
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established by insurance companies for individual and group life insurance
policies and annuity contracts with variable accumulation and/or pay-out
provisions (hereinafter referred to individually and/or collectively as
"Variable Insurance Products"); and
WHEREAS, insurance companies desiring to utilize the Fund as an investment
vehicle under their Variable Insurance Products are required to enter into
participation agreements with the Fund and the Underwriter (the "Participating
Insurance Companies"); and
WHEREAS, shares of the Fund are divided into several series of shares, each
representing the interest in a particular managed portfolio of securities and
other assets, any one or more of which may be made available for Variable
Insurance Products of Participating Insurance Companies; and
WHEREAS, the Fund intends to offer shares of the series set forth on Schedule B
(each such series hereinafter referred to as a "Portfolio") as may be amended
from time to time by mutual agreement of the parties hereto, under this
Agreement to the Accounts of the Company; and
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated September 19, 1990 (File No. 812-7552), granting Participating
Insurance Companies and Variable Insurance Product separate accounts exemptions
from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment
Company Act of 1940, as amended (hereinafter 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 Fund to be sold to and held by Variable Annuity Product
3
separate accounts of both affiliated and unaffiliated life insurance companies
(hereinafter the "Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of
1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and
WHEREAS, the Adviser is the investment adviser of the Portfolios of the Fund;
and
WHEREAS, the Underwriter is registered as a broker/dealer under the Securities
Exchange Act of 1934, as amended (hereinafter the "1934 Act"), is a member in
good standing of the National Association of Securities Dealers, Inc.
(hereinafter "NASD") and serves as principal underwriter of the shares of the
Fund; and
WHEREAS, the Company has registered or will register certain Variable Insurance
Products under the 1933 Act; and
WHEREAS, each Account is a duly organized, validly existing segregated asset
account established by resolution or under authority of the Board of Directors
of the Company, on the date shown for such Account on Schedule A hereto, to set
aside and invest assets attributable to the aforesaid Variable Insurance
Products; and
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios on behalf of each
Account to fund certain of the aforesaid Variable Insurance Products and the
Underwriter is authorized to sell such shares to each such Account at net asset
value.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, the Underwriter and the Adviser agree as follows:
ARTICLE I. Fund Shares
1.1. The Fund and the Underwriter agree to make available for purchase by the
Company shares of the Portfolios and shall execute orders placed for each
Account on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of such order. For purposes of this Section 1.1, the
Company shall be the designee of the Fund and Underwriter for receipt of such
orders from each Account and receipt by such designee shall constitute receipt
by the Fund; provided that the Fund receives notice of such order by 10:00 a.m.
Houston time on the next following Business Day. Notwithstanding the foregoing,
the Company shall use its best efforts to provide the Fund with notice of such
orders by 9:15 a.m. Houston time on the next following Business Day. "Business
Day" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Fund calculates its net asset value pursuant to the rules of
the Securities and Exchange Commission, as set forth in the Fund's prospectus
and statement of additional information. Notwithstanding the foregoing, the
Board of Trustees of the Fund (hereinafter the "Board") may refuse to permit the
Fund to sell shares of any Portfolio to any person, or suspend or terminate the
offering of shares of any Portfolio if such action is required by law or by
regulatory authorities having jurisdiction or is, in the sole discretion of the
Board 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 such Portfolio.
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1.2. the Fund and the Underwriter agree that shares of the Fund will be sold
only to Participating Insurance Companies for their Variable Insurance Products.
No shares of any Portfolio will be sold to the general public.
1.3. The Fund will not make its shares available for purchase by any insurance
company or separate account unless an agreement containing provisions which
afford the Company substantially the same protections currently provided by
Sections 2.1, 2.4, 2.9, 3.4 and Article VII of this Agreement is in effect to
govern such sales.
1.4. The Fund and the Underwriter agree to redeem for cash, on the Company's
request, any full or fractional shares of the Fund held by the Company,
executing such requests on a daily basis at the net asset value next computed
after receipt by the Fund or its designee of the request for redemption. For
purposes of this Section 1.4, the Company shall be the designee of the Fund for
receipt of requests for redemption from each Account and receipt by such
designee shall constitute receipt by the Fund; provided that the Underwriter
receives notice of such request for redemption on the next following Business
Day in accordance with the timing rules described in Section 1.1.
1.5. The Company agrees that purchases and redemptions of Portfolio shares
offered by the then current prospectus of the Fund shall be made in accordance
with the provisions of such prospectus. The Accounts of the Company, under which
amounts may be invested in the Fund are listed on Schedule A attached hereto and
incorporated herein by reference, as such Schedule A may be amended from time to
time by mutual written agreement of all of the parties hereto. The Company will
give the Fund and the Underwriter concurrent written notice of its intention to
make available in the future, as a funding vehicle under the Contracts, any
other investment company.
1.6. The Company will place separate orders to purchase or redeem shares of
each Portfolio. Each order shall describe the net amount of shares and dollar
amount of each Portfolio to be purchased or redeemed. In the event of net
purchases, the Company shall pay for Portfolio shares on the next Business Day
after an order to purchase Portfolio shares is made in accordance with the
provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted
by wire. In the event of net redemptions, the Portfolio shall pay the redemption
proceeds in federal funds transmitted by wire on the next Business Day after an
order to redeem Portfolio shares is made in accordance with the provisions of
Section 1.4 hereof. Notwithstanding the foregoing, if the payment of redemption
proceeds on the next Business Day would require the Portfolio to dispose of
Portfolio securities or otherwise incur substantial additional costs, and if the
Portfolio has determined to settle redemption transactions for all shareholders
on a delayed basis, proceeds shall be wired to the Company within seven (7) days
and the Portfolio shall notify in writing the person designated by the Company
as the recipient for such notice of such delay by 3:00 p.m. Houston time on (the
same Business Day that the Company transmits the redemption order to the
Portfolio.
1.7. Issuance and transfer of the Fund's shares will be by book entry only.
Share certificates will not be issued to the Company or any Account Shares
ordered from the Fund will be recorded in an appropriate title for each Account
or the appropriate subaccount of each Account.
1.8. The Underwriter shall use its best efforts to furnish same day notice by
6:00 p.m. Houston time (by wire or telephone, followed by written confirmation)
to the Company of any dividends or capital gain distributions payable on the
Fund's shares. The Company hereby elects to receive all such dividends and
capital gain distributions as are payable on the Portfolio shares in additional
shares of that Portfolio. The Company reserves the right to revoke this election
and to receive all such dividends and capital gain distributions in cash. The
Fund shall notify the Company of the number of shares so issued as payment of
such dividends and distributions.
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1.9. The Underwriter shall make the net asset value per share of each Portfolio
available to the 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 such net asset value per share available by 6:00 p.m. Houston time. In the
event that Underwriter unable to meet the 6:00 p.m. time stated immediately
above, then Underwriter shall provide the Company with additional time to notify
Underwriter of purchase or redemption orders pursuant to Sections 1.1 and 1.4,
respectively, above. Such additional time shall be equal to the additional time
that Underwriter takes to make the net asset values available to the Company;
provided, however, that notification must be made by 10:00 a.m. Houston time on
the Business Day such order is to be executed, regardless of when net asset
value is made available.
1.10. If Underwriter provides materially incorrect share net asset value
information through no fault of the Company, the Company shall be entitled to an
adjustment with respect to the Fund shares purchased or redeemed to reflect the
correct net asset value per share. The determination of the materiality of any
net asset value pricing error shall be based on the SEC's recommended guidelines
regarding such errors. The correction of any such errors shall be made at the
Company level pursuant to the SEC's recommended guidelines. Any material error
in the calculation or reporting of net asset value per share, dividend or
capital gain information shall be reported promptly upon discovery to the
Company.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the interests of the Accounts
which offer the Funds (the "Contracts") are or will be registered and will
maintain the registration under the 1933 Act and the regulations thereunder to
the extent required by the 1933 Act; that the Contracts will be issued and sold
in compliance with all applicable federal and state laws and regulations. The
Company further represents and warrants that it is an insurance company duly
organized and in good standing under applicable law and that it has legally and
validly established each Account prior to any issuance or sale thereof as a
segregated asset account under the Connecticut Insurance Code and the
regulations thereunder and has registered or, prior to any issuance or sale of
the Contracts, will register and will maintain the registration of each Account
as a unit investment trust in accordance with and to the extent required by the
provisions of the 1940 Act and the regulations thereunder to serve as a
segregated investment account for the Contracts. The Company shall amend its
registration statement for its contracts under the 1933 Act and the 1940 Act
from time to time as required in order to effect the continuous offering of its
Contracts.
2.2. The Fund and the Underwriter represent and warrant that Fund shares sold
pursuant to this Agreement shall be registered under the 1933 Act and the
regulations thereunder to the extent required by the 1933 Act, duly authorized
for issuance in accordance with the laws of the State of Delaware and sold in
compliance with all applicable federal and state securities laws and regulations
and that the Fund is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required by the ▇▇▇▇ ▇▇▇. The Fund shall
amend the registration statement 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. The Fund shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the extent deemed
advisable by the Fund.
2.3. The Fund and the Adviser represent that the Fund is currently qualified as
a Regulated Investment Company under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code") and that each will make every effort to
maintain such qualification (under Subchapter M or any successor or similar
provision) and that each will notify the Company immediately upon having a
reasonable basis for believing that the Fund has ceased to so qualify or that
the Fund might not so qualify in the future.
6
2.4. The Company represents that each Account is and will continue to be a
"segregated account" under applicable provisions of the Code and that each
Contract is and will be treated as a "variable contract" under applicable
provisions of the Code and that it will make every effort to maintain such
treatment and that it will notify the Fund immediately upon having a reasonable
basis for believing that the Account or Contract has ceased to be so treated or
that they might not be so treated in the future.
2.5. The Fund represents that to the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Fund
undertakes to have a board of directors, a majority of whom are not interested
persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.
2.6. The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states.
2.7. The Fund and the Adviser represent that the Fund is duly organized and
validly existing under the laws of the State of Delaware and that the Fund does
and will comply in all material respects with the 1940 Act.
2.8. The Underwriter represents and warrants that it is and shall remain duly
registered under all applicable federal and state laws and regulations and that
it will perform its obligations for the Fund and the Company in compliance with
the laws and regulations of its state of domicile and any applicable state and
federal laws and regulations.
2.9. The Company represents and warrants that all of its trustees, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Fund are covered by a blanket fidelity bond or
similar coverage, in an amount equal to the greater of $5 million or any amount
required by applicable federal or state law or regulation. The aforesaid
includes coverage for larceny and embezzlement is issued by a reputable bonding
company. The Company agrees to make all reasonable efforts to see that this bond
or another bond containing these provisions is always in effect, and agrees to
notify the Fund and the Underwriter in the event that such coverage no longer
applies.
ARTICLE III. Prospectuses, Reports to Shareholders and Proxy Statements; Voting
3.1. The Fund shall provide the Company with as many printed copies of the
Fund's current prospectus and statement of additional information as the Company
may reasonably request. If requested by the Company in lieu of providing printed
copies the Fund shall provide camera-ready film or computer diskettes containing
the Fund's prospectus and statement of additional information, and such other
assistance as is reasonably necessary in order for the Company once each year
(or more frequently if the prospectus and/or statement of additional information
for the Fund is amended during the year) to have the prospectus for the
Contracts and the Fund's prospectus printed together in one document or
separately. The Company 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.
3.2(a). Except as otherwise provided in this Section 3.2, all expenses of
preparing, setting in type and printing and distributing Fund prospectuses and
statements of additional information shall be the expense of the Company. For
prospectuses and statements of additional information provided by the Company to
its existing owner of Contracts in order to update disclosure as required by the
1933 Act and/or the 1940 Act, the cost of setting in type, printing and
distributing shall be borne by the Fund. If the Company chooses to receive
camera-ready film or computer diskettes in lieu of receiving printed copies of
the Fund's prospectus and/or
7
statement of additional information, the Fund shall bear the cost of typesetting
to provide the Fund's prospectus and/or statement of additional information to
the Company in the format in which the Fund is accustorned to formatting
prospectuses and statements of additional information, respectively, and the
Company shall bear the expense of adjusting or changing the format to conform
with any of its prospectuses and/or statements of additional information. In
such event, the Fund win reimburse the Company in an amount equal to the product
of x and y where x is the number of such prospectuses distributed to owners of
the Contracts, and y is the Fund's per unit cost of printing the Fund's
prospectuses. The same procedures shall be followed with respect to the Fund's
statement of additional information. The Fund shall not pay any costs of
typesetting, printing and distributing the Fund's prospects and/or statement of
additional information to prospective Contract owners.
3.2(b). The Fund, at its expense, shall provide the Company with copies of its
proxy statements, reports to shareholders, and other communications (except for
prospectuses and statements of additional information, which are covered in
Section 3.2(a) above) to shareholders in such quantity as the Company shall
reasonably require for distributing to Contract owners at the Fund's expense.
The Fund shall not pay any costs of distributing such proxy-related material,
reports to shareholders, and other communications to prospective Contract
owners.
3.2(c). The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund to assure that the Fund's
expenses do not include the cost of typesetting, printing or distributing any of
the foregoing documents other than those actually distributed to existing
Contract owners.
3.2(d). The Fund shall pay no fee or other compensation to the Company under
this Agreement, except that if the Fund or any Portfolio adopts and implements a
plan pursuant to Rule 12-1 to finance distribution expenses, then the
Underwriter may make payments to the Company or to the underwriter for the
Contracts if and in amounts agreed to by the Underwriter in writing.
3.2(e). All expenses, including expenses to be borne by the Fund pursuant to
Section 3.2 hereof, incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares.
3.3. The Fund's statement of additional information shall be obtainable from
the Fund, the Underwriter, the Company or such other person as the Fund may
designate.
3.4. If and to the extent required by law the Company shall distribute all
proxy material furnished by the Fund to Contract Owners to whom voting
privileges are required to be extended and shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with instructions received from
Contract owners; and
(iii) vote Fund shares for which no instructions have been received in
the same proportion as Fund shares of such Portfolio for which
instructions have been received,
so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund shares
held in any segregated asset account in its own
8
right, to the extent permitted by law. The Fund and the Company shall follow the
procedures, and shall have the corresponding responsibilities, for the handling
of proxy and voting instruction solicitations, as set forth in Schedule C
attached hereto and incorporated herein by reference. Participating Insurance
Companies shall be responsible for ensuring that each of their separate accounts
participating in the Fund calculates voting privileges in a manner consistent
with the standards set forth on Schedule C, which standards will also be
provided to the other Participating Insurance Companies.
3.5. The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders, and in particular the Fund will either provide for annual
meetings (except insofar as the Securities and Exchange Commission may interpret
Section 16 not to require such meetings) or comply with Section 16(c) of the
1940 Act (although the Fund is not one of the trusts described in Section 16(c)
of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b).
Further, the Fund will act in accordance with the Securities and Exchange
Commission's interpretation of the requirements of Section 16(a) with respect to
periodic elections of directors and with whatever rules the Commission may
promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund,
the Underwriter or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Fund, the Adviser or the Underwriter is described, at least
ten Business Days prior to its use. No such material shall be used if the Fund,
the Adviser, the Underwriter or their designee reasonably objects to such use
within ten Business Days after receipt of such material.
4.2. Neither the Company nor any person contracting with the Company shall give
any information or make any representations or Statements on behalf of the Fund
or concerning the Fund in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or
Fund prospectus, as such registration statement or Fund prospectus may be
amended or supplemented from time to time, or in reports to shareholders or
proxy statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee.
4.3. The Fund shall furnish, or shall cause to be furnished, to the Company or
its designee, each piece of sales literature or other promotional material
prepared by the Fund in which the Company or its Accounts, are described at
least ten Business Days prior to its use. No such material shall be used if the
Company or its designee reasonably objects to such use within ten Business Days
after receipt of such material.
4.4. Neither the Fund nor the Underwriter shall give any information or make
any representations on behalf of the Company or concerning the Company, each
Account, or the Contracts, other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement or prospectus may be amended or supplemented from time to
time, or in published reports or solicitations for voting instruction for each
Account which are in the public domain or approved by the Company for
distribution to Contract owners, or in sales literature or other promotional
material approved by the Company or its designee, except with the permission of
the Company.
4.5. The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or
9
its shares, contemporaneously with the filing of such document with the
Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund, upon the Fund's request, at least
one complete copy of all registration statements, prospectuses, statements of
additional information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no action letters, and all amendments to any of the above, that
relate to the investment in an Account or Contract, contemporaneously with the
filing of such document with the Securities and Exchange Commission or other
regulatory authorities.
4.7. For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, any of the following:
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, form letters, 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, and registration statements,
prospectuses, statements of additional information, shareholder reports, and
proxy materials.
ARTICLE V. Distribution and Service Plans
5.1 The Fund is subject to a plan adopted under Rule 18f-3 under the 1940 Act
pursuant to which, as described in the current prospectus of each Portfolio, the
Fund may sell multiple classes of its shares of each Portfolio with a varying
combination of distribution fees, service fees, exchange features, conversion
rights, voting rights, expense allocations and investment requirements.
5.2 Should the Company wish to participate in the Fund's distribution plan with
respect to a class of shares to a Portfolio of the Fund pursuant to Rule 12b-l
(the "Rule 12b-1 Plan") under the 1940 Act, or the Fund's service plan (the
"Service Plan"), each as described in the current prospectus of each Portfolio,
with respect to a class of shares of a Portfolio of the Fund, it is understood
that the Company must be approved by the Board of Trustees of the Fund Pursuant
to the Rule 12b-1 Plan and the Service Plan, the Underwriter is authorized to
remit payments at rates specified in the respective plans with respect to the
net asset value of shares maintained by the Company for distribution-related
services and/or personal services to Contract owners accounts provided. If the
Company wishes to participate in these plans and receive the aforementioned
remittance, the Company must enter into a separate agreement specifically
regarding these plans.
5.3 The parties agree that the class of shares of the Portfolios of the Fund
set forth on Schedule B Shall be the only class on shares of the Portfolios of
the Fund made available through the Contracts funded by the Separate Accounts
set forth on Schedule A.
ARTICLE VI. Diversification
6.1. The Fund and the Adviser will use their respective best efforts to at all
times ensure that the Fund complies with Section 817(h) of the Code and Treasury
Regulation 1.817-5, relating to the diversification requirements for variable
annuity, endowment, or life insurance contracts and any amendments or other
modifications to such Section or Regulations. In the event the Fund ceases to so
qualify, it will take all reasonable steps (a) to notify Company of such event
and (b) to adequately diversify the Fund so as to achieve compliance within the
grace period afforded by Regulation 817-5.
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ARTICLE VII. Potential Conflicts
7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material 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 interpretative 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 are being managed; (e) a difference in voting instructions given
by variable annuity contract owners and variable life insurance contract owners;
or (f) a decision by a Participating Insurance Company to disregard the voting
instructions of contract owners. The Board shall promptly inform the Company if
it determines that an irreconcilable material conflict exists and the
implications thereof.
7.2. The Company will report any potential or existing material irreconcilable
conflict of which it is aware to the Board. The Company will assist the Board in
carrying out its responsibilities under the Shared Funding Exemptive Order, by
providing the Board with all information reasonably necessary for the Board to
consider any issues raised. This includes, but is not limited to, an obligation
by the Company to inform the Board whenever contract owner voting instructions
are disregarded.
7.3. If it is determined by a majority of the Board, or a majority of its
disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance policy
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account. No charge
or penalty will be imposed as a result of such withdrawal. The Company agrees
that it bears the responsibility to take remedial action in the event of a Board
determination of an irreconcilable material conflict and the cost of such
remedial action, and these responsibilities will be carried out with a view only
to the interests of Contract owners.
7.4. If a material irreconcilable conflict arises because of a decision by the
Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the affected Account's
investment in the Fund and terminate this Agreement with respect to such Account
(at the Company's expense); provided, however that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board. No charge or penalty will be imposed as a result of such
withdrawal. The Company agrees that it bears the responsibility to take remedial
action in the event of a Board determination of an irreconcilable material
conflict and the cost of such remedial action, and these responsibilities will
be carried out with a view only to the interests of Contract owners.
7.5. For purposes of Sections 7.3 through 7.4 of this Agreement, a majority of
the disinterested members of the Board shall determine whether any proposed
action adequately
11
remedies any irreconcilable material conflict, but in no event will the Fund be
required to establish a new funding medium for the Contracts. The Company shall
not be required by Section 7.3 through 7.4 to establish a new funding medium for
the Contracts 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.
7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable.
7.7. Each of the Company and the Adviser shall 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 by the
provisions hereof and in the Shared Funding Exemptive Order, and said reports,
materials and data shall be submitted more frequently if deemed appropriate by
the Board. All reports received by the Board of potential or existing conflicts,
and all Board action with regard to determining the existence of a conflict,
notifying Participating Insurance Companies 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 made available to the Securities and Exchange
Commission upon request.
ARTICLE VIII. Indemnification
8.1. Indemnification By The Company
8.1(a). The Company agrees to indemnify and hold harmless the Fund, the
Underwriter and each member of their respective Board and officers and each
person, if any, who controls the Fund 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 Company) or litigation
(including legal and other expenses), to which the Indemnified Parties may
become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of the
Fund'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 registration
statement or prospectus for the Contracts or contained in the
Contracts or sales literature for the Contracts (or any amendment or
supplement to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this agreement to
indemnify shall not apply as to 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 to the
Company by or on behalf of the Fund for use in the registration
statement or prospectus for the Contracts or in the Contracts or
sales literature (or any amendment or supplement) or otherwise for
use in connection with the sale of the Contracts or Fund shares; or
12
(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 of the Fund not supplied
by the Company, or persons under its control and other than
statements or representations authorized by the Fund or the
Underwriter) or unlawful conduct of the Company or persons under its
control, with respect to the sale or distribution of the Contracts
or Fund shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a registration
statement, prospectus, or sales literature of the Fund or any
amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading
if such a statement or omission was made in reliance upon and in
conformity with information furnished to the Fund by or on behalf
of the Company; or
(iv) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Company.
8.1(b). The Company shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation incurred
or assessed against an Indemnified Party as such may arise from such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations or duties under this Agreement.
8.1(c). The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the 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 such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Company of any such claim shall not
relieve the Company 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 Company shall be entitled to participate, at its own
expense, in the defense of such action. The Company also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Company to such party of the Company's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses under this Agreement for any legal or other expenses subsequently
incurred by such Party independently in connection with the defense thereof
other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund shares or the Contracts or the operation of the
Fund.
8.2. Indemnification by Underwriter
8.2(a). The Underwriter agrees, with respect to each Portfolio that it
distributes, to indemnify and hold harmless the Company and each of its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act
13
(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 Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of shares of the Portfolio
that it distributes or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement or prospectus or sales literature of the Fund (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this agreement
to indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission was made
in reliance upon and in conformity with information furnished to the
Fund or the Underwriter by or on behalf of the 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 Portfolio shares; or
(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 Fund, the Underwriter or persons under their
respective control and other than statements or representations
authorized by the Company) or unlawful conduct of the Fund or
Underwriter or persons under their control, with respect to the sale
or distribution of the Contracts or Portfolio shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a registration
statement, prospectus, or sales literature covering the Contracts,
or any amendment thereof or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished to the Company by or on behalf
of the Fund or the Underwriter; or
(iv) arise as a result of any failure by the Fund or the Underwriter to
provide the services and furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Underwriter; as limited by and in
accordance with the provisions of Section 8.2(b) and 8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement.
14
8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter 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 Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter'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 Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
8.2(d). The Company agrees promptly to notify the Underwriter 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 each Account in which the Funds are made available.
8.3. Indemnification by the Adviser
8.3(a). The Adviser agrees to indemnify and hold harmless the Company and its
directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the 1993 Act (hereinafter collectively, the
"Indemnified Parties" and individually, "Indemnified Party," for purposes of
this Section 8.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Adviser)
or litigation (including legal and other expenses) to which the Indemnified
Parties may become subject under any statute, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the operations of the Adviser or
the Fund and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement or prospectus or sales literature of the Fund (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this agreement
to indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission was made
in reliance upon and in conformity with information furnished to the
Adviser, the Fund or the Underwriter by or on behalf of the 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 Portfolio
shares; or
(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 Fund, the Adviser or persons under its control and
other than statements or representations authorized by the Company)
or unlawful conduct of the
15
Fund, the Adviser or persons under their control, with respect to
the sale or distribution of the Contracts or Portfolio shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in a registration
statement, prospectus, or sales literature covering the Contracts,
or any amendment thereof or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished to the Company by or on behalf
of the Fund or the Adviser, or
(iv) arise as a result of any failure by the Adviser to provide the
services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Fund or the Adviser in
this Agreement or arise out of or result from any other material
breach of this Agreement by the Fund or the Adviser, including
without limitation any failure by the Fund to comply with the
conditions of Article VI hereof.
8.3(b). The Adviser shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation incurred
or assessed against an Indemnified Party as may arise from such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement.
8.3(c). The Adviser shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Adviser in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Advisor of any such claim shall not
relieve the Adviser 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 will be entitled to participate, at its own
expense, in the defense thereof. The Adviser also shall be entitled to assume
the defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Adviser to such party of the Adviser'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 will not be liable to
such party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation.
8.3(d). The Company agrees to promptly notify the Adviser of the commencement
of any litigation or proceedings against it or any of its respective officers or
directors in connection with this Agreement, the issuance or sale of the
Contracts, with respect to the operation of each Account, or the sale or
acquisition of shares of the Adviser.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of
Illinois.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those
16
statutes, rules and regulations as the Securities and Exchange Commission may
grant (including, but not limited to, the Shared Funding Exemptive Order) and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1. 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; or
(b) termination by the Company by written notice to the Fund, the Adviser
and the Underwriter with respect to any Portfolio based upon the
Company's determination that shares of such Portfolio are not
reasonably available to meet the requirements of the Contracts.
Reasonable advance notice of election to terminate shall be furnished
by the Company, said termination to be effective ten (10) days after
receipt of notice unless the Fund makes available a sufficient number
of shares to reasonably meet the requirements of the Account within
said ten (10) day period; or
(c) termination by the Company upon written notice to the Fund, the
Adviser and the Underwriter with respect to any Portfolio in the
event any of the Portfolio'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 Company. The
terminating party shall give prompt notice to the other parties of
its decision to terminate; or
(d) termination by the Company upon written notice to the Fund, the
Adviser and the Underwriter with respect to any Portfolio in the
event that such Portfolio ceases to qualify as a Regulated Investment
Company under Subchapter M of the Code or under any successor or
similar provision; or
(e) termination by the Company upon written notice to the Fund and the
Underwriter with respect to any Portfolio in the event that such
Portfolio fails to meet the diversification requirements specified
in Article VI hereof; or
(f) termination by either the Fund, the Adviser or the Underwriter by
written notice to the Company, if either one or more of the Fund,
the Adviser or the Underwriter, shall determine, in its or their
sole judgment exercised in good faith, that the Company and/or their
affiliated companies has suffered a material adverse change in its
business, operations, financial condition or prospects since the
date of this Agreement or is the subject of material adverse
publicity, provided that the Fund, the Adviser or the Underwriter
will give the Company sixty (60) days' advance written notice of
such determination of its intent to terminate this Agreement, and
provided further that after consideration of the actions taken by
the Company and any other changes in circumstances since the giving
of such notice, the determination of the Fund, the Adviser or the
Underwriter shall continue to apply on the 60th day since giving of
such notice, then such 60th day shall be the effective date of
termination; or
(g) termination by the Company by written notice to the Fund, the
Adviser and the Underwriter, if the Company shall determine, in its
sole judgment exercised in good faith, that either the Fund, the
Adviser or the Underwriter has suffered a material adverse change in
its business, operations, financial condition
17
or prospects since the date of this Agreement or is the subject of
material adverse publicity, provided that the Company will give the
Fund, The Adviser and the Underwriter sixty (60) days' advance written
notice of such determination of its intent to terminate this
Agreement, and provided further that after consideration of the
actions taken by the Fund, the Adviser or the Underwriter and any
other changes in circumstances since the giving of such notice, the
determination of the Company shall continue to apply on the 60th day
since giving of such notice, then such 60th day shall be the effective
date of termination; or
(h) termination by any party upon the other party's breach of any
representation in Section 2 or any material provision of this
Agreement, which breach has not been cured to the satisfaction of the
terminating party within ten (10) days after written notice of such
breach is delivered to the Fund or the Company, as the case may be;
or
(i) termination by the Fund. Adviser or underwriter by written notice to
the Company in the event an Account or Contract is not registered or
sold in accordance with applicable federal or state law or
regulation, or the Company fails to provide pass-through voting
privileges as specified in Section 3.4.
10.2. Effect of Termination. Notwithstanding any termination of this Agreement,
the Fund shall at the option of the Company, continue to make available
additional shares of the Fund pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts") unless such
further sale of Fund shares is proscribed by law, regulation or applicable
regulatory body, or unless the Fund determines that liquidation of the Fund
following termination of this Agreement is in the best interests of the Fund and
its shareholders. Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to direct reallocation of investments in the Fund,
redemption of investments in the Fund and/or investment in the Fund upon the
making of additional purchase payments under the Existing Contracts. The parties
agree that this Section 10.2 shall not apply to any terminations under Article
VII and the effect of such Article VII terminations shall be governed by Article
VII of this Agreement.
10.3. The Company shall not redeem Fund shares attributable to the Contracts
(as distinct from Fund shares attributable to the Company's assets held in the
Account) 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
(hereinafter referred to as a "Legally Required Redemption") or (iii) as
permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon
request, the Company will promptly furnish to the Fund and the Underwriter the
opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Fund and the Underwriter) to the effect that any redemption
pursuant to clause (ii) above is a Legally Required Redemption. Furthermore,
except in cases where permitted under the terms of the Contracts, the Company
shall not prevent Contract Owners from allocating payments to a Portfolio that
was otherwise available under the Contracts without first giving the Fund or the
Adviser 90 days notice of its intention to do so.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.
18
If to the Fund:
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: A. ▇▇▇▇▇▇ ▇▇▇▇▇ III
If to Underwriter:
▇▇▇ ▇▇▇▇▇▇ Funds Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: A. ▇▇▇▇▇▇ ▇▇▇▇▇ III
If to Adviser:
▇▇▇ ▇▇▇▇▇▇ Asset Management, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: A. ▇▇▇▇▇▇ ▇▇▇▇▇ III
If to the Company:
Hartford Life Insurance Co.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇
ARTICLE XII. Foreign Tax Credits
12.1. The Fund and Adviser agree to consult in advance with the Company
concerning whether any series of the Fund qualifies to provide a foreign tax
credit pursuant to Section 853 of the Code.
ARTICLE XIII. Miscellaneous
13.1. All persons dealing with the Fund must look solely to the property of the
Fund for the enforcement of any claims against the Fund as neither the Board,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the Fund. Each of the Company, Adviser and Underwriter
acknowledges and agrees that, as provided by Article 8, Section 8.1, of the
Fund's Agreement and Declaration of Trust, the shareholders, trustees, officers,
employees and other agents of the Fund and its Portfolios shall not personally
be bound by or liable for matters set forth hereunder, nor shall resort be had
to their private property for the satisfaction of any obligation or claim
hereunder. A Certificate of Trust referring to the Fund's Agreement and
Declaration of Trust is on file with the Secretary of State of Delaware.
13.2. 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 until such time as it may come into
the public domain without the express written consent of the affected party.
Each party agrees to use and disclose Personal Information, as defined herein,
only to carry out the purposes for which it was
19
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 ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102).
For purposes of this Agreement, "Personal Information" means financial and
medical information that identifies an individual personally and is not
available to the public, including, but not limited to, credit history, income,
financial benefits, policy or claim information and medical records. If either
party outsource services to a third-party, such third party will agree in
writing to maintain the security and confidentiality of any information shared
with them.
13.3. 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.
13.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
13.5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
13.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the National Association of Securities
Dealers and state Insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
13.7. 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.
13.8. This Agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties hereto;
provided, however, that the Adviser may assign this Agreement or any rights or
obligations hereunder to any affiliate of or company under common control with
the Adviser if such assignee is duly licensed and registered to perform the
obligations of the Adviser under this Agreement.
13.9. The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee upon request copies of the following reports:
(a) the Company's annual statement (prepared under statutory accounting
principles) and annual report (prepared under generally accepted
accounting principles ("GAAP"), if any), as soon as practical and in
any event within 90 days after the end of each fiscal year;
(b) the Company's June 30th quarterly statements (statutory), as soon as
practical and in any event within 45 days following such period;
(c) any financial statement, proxy statement, notice or report of the
Company sent to stockholders and/or policyholders, as soon as
practical after the delivery thereof to stockholders;
(d) any registration statement (without exhibits) and financial reports
of the Company filed with the Securities and Exchange Commission or
any state insurance regulator, as soon as practical after the filing
thereof;
20
(e) any other public report submitted to the Company by independent
accountants in connection with any annual, interim or special audit
made by them of the books of the Company, as soon as practical after
the receipt thereof.
21
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.
HARTFORD LIFE INSURANCE COMPANY
on behalf of itself and each of its Accounts named in
Schedule A hereto, as amended from time to time
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
on behalf of itself and each of its Accounts named in
Schedule A hereto, as amended from time to time
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
President
22
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
NAME OF SEPARATE ACCOUNT AND FORM NUMBERS
DATE ESTABLISHED BY BOARD OF DIRECTORS FUNDED BY SEPARATE ACCOUNT
--------------------------------------------------------------------------------------------
Contract Form Nos.:
Hartford Life Insurance Company
Separate Account Three (6/22/1994) HLVA99
Hartford Life Insurance Company
Separate Account ▇▇ ▇▇ (9/30/1994) HL-15441(98)(NY)
Hartford Life and Annuity Insurance Company
Separate Account Three (6/22/1994) LAVA99
Hartford Life and Annuity Insurance Company
Separate Account ▇▇ ▇▇ (9/30/1994) LA-1151(98)
23
SCHEDULE B
PARTICIPATING ▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST PORTFOLIOS
Strategic Stock Portfolio -- Class II Shares
Enterprise Portfolio -- Class II Shares
24
SCHEDULE C
PROXY VOTING PROCEDURES
The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting instructions relating to the Fund. The defined
terms herein shall have the meanings assigned in the
Participation Agreement
except that the term "Company" shall also include the department or third party
assigned by the Company to perform the steps delineated below.
1. The proxy proposals are given to the Company by the Fund as early as
possible before the date set by the Fund for the shareholder meeting to enable
the Company to consider and prepare for the solicitation of voting instructions
from owners of the Contracts and to facilitate the establishment of tabulation
procedures. At this time the Fund will inform the Company of the Record, Mailing
and Meeting dates. This will be done verbally approximately two months before
meeting.
2. Promptly after the Record Date, the Company will perform a "tape run," or
other activity, which will generate the names, address and number of units which
are attributed to each contractowner/policyholder (the "Customer") as of the
Record Date. Allowance should be made for account adjustments made after this
date that could affect the status of the Customers' accounts as of the Record
Date.
Note: The number of proxy statements is determined by the activities
described in Step #2. The Company will use its best efforts to call in the
number of Customers to the Fund, as soon as possible, but no later than two
weeks after the Record Date.
3. The Fund's Annual Report must be sent to each Customer by the Company either
before or together with the Customers' receipt of voting instruction
solicitation material. The Fund will provide the last Annual Report to the
Company pursuant to the terms of Section 3.3 of the Agreement to which this
Schedule relates.
4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is
provided to the Company by the Fund. The Company, at its expense, shall produce
and personalize the Voting Instruction Cards. The Fund or its affiliate must
approve the Card before it is printed. Allow approximately 2-4 business days for
printing information on the Cards information commonly found on the Cards
includes:
a. name (legal name as found on account registration)
b. address
c. fund or account number
d. coding to state number of units (or equivalent shares)
e. individual Card number for use in tracking and verification of votes
(already on Cards as printed by the Fund).
(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)
25
5. During this time, the Fund will develop, produce, and the Fund will pay for
the Notice of Proxy and the Proxy Statement (one document). Printed and folded
notices and statements will be sent to Company for insertion into envelopes
(envelopes and return envelopes are provided and paid for by the Company).
Contents of envelope sent to Customers by the Company will include:
a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
d. "urge buckslip" -- optional, but recommended. (This is a small,
single sheet of paper that requests Customers to vote as quickly as
possible and that their vote is important. One copy will be supplied
by the Fund.)
e. cover letter -- optional, supplied by Company and reviewed and
approved in advance by the Fund.
6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews and
approves the contents of the mailing package to ensure correctness and
completeness. Copy of this approval sent to the Fund.
7. Package mailed by the Company.
* The Fund must allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended.)
Solicitation time is calculated as calendar days from (but not
including.) the meeting, counting backwards.
8. Collection and tabulation of Cards begins. Tabulation usually takes place in
another department or another vendor depending on process used. An often used
procedure is to sort Cards on arrival by proposal into vote categories of all
yes, no, or mixed replies, and to begin data entry.
Note: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure and has not been
required by the Fund in the past.
9. Signatures on Card checked against legal name or account registration which
was printed on the Card.
Note: For example, if the account registration is under "▇▇▇▇ ▇. ▇▇▇▇▇,
Trustee," then that is the exact legal name to be printed on the Card and
is the signature needed on the Card.
10. Cards are mutilated, or for any reason are illegible or are not signed
properly, they are sent back to Customer with an explanatory letter and a new
Card and return envelope. The mutilated or illegible Card is disregarded and
considered to be not received for purposes of vote tabulation. Any Cards that
have been "kicked out" (e.g., mutilated, illegible) of the procedure are "hand
verified," (i.e., examined as to why they did not complete the system). Any
questions on those Cards are usually remedied individually.
11. There are various control procedures used to ensure proper tabulation of
votes and accuracy of that tabulation. The most prevalent is to sort the Cards
as they first arrive into categories depending upon their vote; an estimate of
how the vote is progressing may then be calculated. If the initial estimates and
the actual vote do not coincide, then an internal audit of that vote should
occur. This may entail a recount.
26
12. The actual tabulation of votes is done in units (or equivalent shares)
which is then converted to shares. (It is very important that the fund receives
the tabulations stated in terms of a percentage and the number of shares.) The
Fund must review and approve tabulation format.
13. Final tabulation in shares is verbally given by the Company to the Fund on
the morning of the meeting not later than 10:00 A.M. Houston time. The Fund may
request an earlier deadline if reasonable and if required to calculate the vote
in time for the meeting.
14. A Certification of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final vote. The
Fund will provide a standard form for each Certification.
15. The Company will be required to box and archive the Cards received from the
Customers. In the event that any vote is challenged or if otherwise necessary
for legal, regulatory, or accounting purposes, the Fund will be permitted
reasonable access to such Cards.
16. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.
27
AMENDMENT TO
PARTICIPATION AGREEMENT
This AMENDMENT TO
PARTICIPATION AGREEMENT (the "Amendment") is made and entered
into as of this 1st day of May, 2003, by and among Hartford Life Insurance
Company and Hartford Life and Annuity Insurance Company (together, the
"Company"), on its own behalf and on behalf of each separate account of the
Company (each an "Account") identified in the
Participation Agreement (as
defined below), ▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST (the "Fund"), ▇▇▇ ▇▇▇▇▇▇ FUNDS
INC. (the "Underwriter"), and ▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT INC. (the "Adviser").
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have entered
into a
Participation Agreement dated as of July 17, 2000, as such agreement may
be amended from time to time (the "
Participation Agreement"); and
WHEREAS, the Company, Fund, the Underwriter and the Adviser wish to amend the
Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund and the Adviser agree to amend the
Participation Agreement as follows:
1. Schedule A of the Participation Agreement is deleted and replaced in its
entirety with the attached Schedule A.
2. Schedule B of the Participation Agreement is deleted and replaced in its
entirety with the attached Schedule B.
3. Except as provided herein, the Participation Agreement shall remain in full
force and effect. This Amendment and the Participation Agreement, as amended,
constitute the entire agreement between the parties hereto pertaining to the
subject matter hereof and fully supersede any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the terms of this Amendment and the
Participation Agreement, the terms of this Amendment shall control.
4. This Amendment may be amended only by written instrument executed by each
party hereto.
5. This Amendment shall be effective as of the date written above.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
By: /s/ [ILLEGIBLE]
----------------------------
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT INC.
By: /s./ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------
Name:
Title:
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACT FUNDED BY SEPARATE ACCOUNT
---------------------------------------------------------------------------------------
Hartford Life Insurance Company HLVA99 and HL-VA03
Separate Account Three (6/22/1994)
Hartford Life Insurance Company HL-15441(98)(NY)
Separate Account ▇▇ ▇▇ (9/30/1994)
Hartford Life and Annuity Insurance Company LAVA99 and LA-VA03
Separate Account Three (6/22/1994)
Hartford Life and Annuity Insurance Company LA-1151(98)
Separate Account ▇▇ ▇▇ (9/30/1994)
A-1
SCHEDULE B
PORTFOLIOS OF THE ▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
AVAILABLE UNDER THIS AGREEMENT
Enterprise Portfolio -- Class II Shares
Growth and Income Portfolio -- Class II Shares
▇▇▇▇▇▇▇▇ Portfolio -- Class II Shares
Emerging Growth Portfolio -- Class II Shares
▇-▇
▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇ Life Insurance Company
Hartford Life and Annuity Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Dear Mr. Arena:
As you know, we have entered into a participation agreement among ▇▇▇ ▇▇▇▇▇▇
Life Investment Trust (the "Fund"), ▇▇▇ ▇▇▇▇▇▇ Funds Inc., ▇▇▇ ▇▇▇▇▇▇ Asset
Management and Hartford Life Insurance Company ("HLIC") and Hartford Life and
Annuity Insurance Company ("HL&AIC") (HLIC and HL&AIC, together, the "Company"),
dated July 17, 2000, and amended on May 2, 2005, and as further amended from
time to time (the "Participation Agreement"), providing for, among other things,
the purchase by the Company of Class I and Class II Shares of certain series of
the Fund ("Portfolios") on behalf of its separate account(s) to fund certain
variable life insurance policies and variable annuity contracts (collectively,
the "Contracts"), each as specified in each participation agreement.
As consideration for various fund-related administrative services, such as, but
not limited to, shareholder communication, record keeping and postage expenses,
that the Company will provide in connection with the issuance of the Contracts
("Administrative Services"), we will pay to the Company, during the term of the
Participation Agreements, (i) an annual fee equal to 0.10% of the average daily
net assets invested in Class I Shares, (ii) beginning retroactively as of
December 1, 2004, an additional annual fee equal to 0.05% of the average daily
net assets invested in Class I Shares participating in the Longevity Reward
Rider*; and (iii) an annual fee equal to 0.20% of the average daily net assets
invested in Class II Shares, of the then offered Portfolios with respect to the
Contracts (excluding the "Director M VA Suite" contracts) identified in the
Participation Agreements.
------------
* An additional administrative service fee of 5 bps will be paid to the
Company for Select Dimensions 1 Contracts and Select Dimensions 2 Contracts
electing the Longevity Reward Rider ("LRR Contracts"). This additional
payments will begin retroactively as of December 1, 2004. The fee will be
calculated based on the average daily net assets invested in applicable LRR
Contracts during the quarter (which shall be computed by totaling daily
balances during the quarter and dividing such total by the actual days in
the quarter).
With respect to the "Director M VA Suite" contracts only, we will pay to the
Company, during the term of the Participation Agreements, an annual fee equal to
0.25% of the average daily net assets from the "Director M VA" Suite contracts
invested in Class II Shares of the then offered Portfolios.
All parties agree that calculation of fees payable under this letter agreement
shall exclude all assets invested during any "free look" periods that may be
available under the Contracts. We acknowledge that the Administrative Services
to be provided by the Company are ones for which we, or our affiliates, as
investment adviser and administrator to the Fund, would otherwise bear the cost
directly.
Payment will be made on a quarterly basis during the month following the end of
each calendar quarter or within 30 days of receipt of invoice. Payment shall be
prorated for any portion of such period during which this letter agreement is in
effect for less than the full quarter. The fee will be calculated based on the
average daily net assets invested in Class I and Class II Shares of the
applicable Portfolio(s) with respect to the Contracts during a calendar quarter
(which shall be computed by totaling daily balances during the quarter and
dividing such total by the actual days in the quarter). Company agrees to submit
an invoice for its fees payable under this letter agreement, which shall include
sufficient trading account details needed to calculate such fees. In
circumstances where Company does not submit an invoice (i.e., Hartford Life
Private Placement), the parties agree that the Fund shall calculate the fees
payable under this letter agreement.
The Company represents and agrees that it will maintain and preserve all records
as required by law to be maintained and preserved in connection with providing
the Administrative Services, and will otherwise comply with all laws, rules and
regulations applicable to such services. The Company further agrees to provide
copies of any such records maintained and preserved, as reasonably requested by
us or our representatives, to enable us or the Fund to monitor and review the
Administrative Services provided by the Company, or comply with any reasonable
request of the Board of the Fund, or any lawful or permitted request made by a
governmental body or a self-regulatory organization.
This letter agreement may be amended only upon mutual consent of the parties
hereto in writing and will terminate: (i) upon mutual agreement of the parties
hereto, (ii) upon thirty (30) days advance written notice by either party
delivered to the other party, or (iii) automatically upon the termination of
each of the respective Participation Agreements. This letter agreement, which
the parties agree shall commence effective as of December 1, 2004, supersedes
and replaces all previous letter agreements or other agreements, whether written
or oral, among the parties.
2
If you agree to the foregoing, please sign the enclosed copies of this letter
and return them to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at ▇▇▇ ▇▇▇▇▇▇ Asset Management, ▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Sincerely,
▇▇▇ ▇▇▇▇▇▇ Asset Management
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
AGREED and ACCEPTED:
Hartford Life Insurance Company
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Hartford Life and Annuity Insurance Company
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
3
AMENDMENT TO PARTICIPATION AGREEMENT
THIS AMENDMENT is effective as of the 2nd day of May 2005, by and among (i) ▇▇▇
▇▇▇▇▇▇ Life Investment Trust (the "Fund"), ▇▇▇ ▇▇▇▇▇▇ Funds Inc. (the
"Underwriter"), ▇▇▇ ▇▇▇▇▇▇ Asset Management (the "Adviser") and (ii) Hartford
Life Insurance Company and Hartford Life and Annuity Insurance Company
(together, the "Company").
WHEREAS, the Fund, the Underwriter, the Adviser and the Company have previously
entered into that certain Participation Agreement dated July 17, 2000, as
amended from time to time (the "Agreement"); and
WHEREAS, each of the parties hereto desires to amend the Agreement to modify the
provisions of Article I, dealing with the purchase and redemption of Fund
shares, and the provisions of Article III, dealing with prospectuses, reports
and other information, as well as update information provided on Schedules A and
B as described herein and attached hereto.
NOW, THEREFORE, in consideration of present and prospective business relations
and their mutual promises contained herein, each of the parties hereby agree as
follows:
1. New Section 1.12 is hereby added to Article I of the Agreement:
1.12. The parties agree that the Contracts are not intended to serve as
vehicles for frequent trading. The Fund and the Company agree to cooperate to
deter frequent purchase, redemption and exchange activity in the Fund where such
activity occurs through the Contracts and has been identified as abusive or
following a "market timing" pattern ("Abusive Trading"). Each of the Fund and
the Company agrees to notify the other of trading activity that it deems to be
abusive Trading Activity.
Subject to Article 10 of the Agreement, the Fund and the Company agree that the
policies and procedures described in the Contract prospectus regarding transfers
among the Sub-Accounts and Abusive Trading controls how the Company administers
Sub-Account transfers. The Fund and the Company agree to amend this provision as
necessary to reflect any applicable law changes.
In the event the Fund implements and requires the Company to comply with and/or
enforce restrictions on trading, market timing policies, redemption fees, or any
other trading policy or procedure that is more restrictive and/or that
conflicts, as determined by the Company in its reasonable discretion, with the
Company's policies and procedures regarding transfers among the Sub-Accounts and
Abusive Trading, the Fund or the Adviser will bear the reasonable cost of
supplement mailings and the Company's system modifications intended to disallow
new purchases, exchanges or transfers into, and to allow only for redemptions
out of, the affected Portfolio of the Fund in the new series of the Contracts
issued on or after May 2, 2005 as identified and footnoted on the attached
Schedule A of the Participation Agreement.
2. Sections 3.1 and 3.2(b) of Article III of the Agreement are hereby deleted
in their entirety and replaced with the following:
3.1. The Fund shall provide the Company with as many printed copies of the
Fund's current prospectus and statement of additional information for each
Portfolio (and no other portfolio), as the Company may reasonably request. If
requested by the Company in lieu of providing printed copies the Fund shall
provide camera-ready film or computer diskettes containing the Fund's prospectus
and statement of additional information, and such other assistance as is
reasonably necessary in order for the Company once each year (or more frequently
if the prospectus and/or statement of additional information for the Fund is
amended during the year) to have the prospectus for the Contracts and the Fund's
prospectus printed together in one document or separately. The Company 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.
3.2(b) the Fund, as its expense, shall provide the Company with copies of its
proxy statements, reports to shareholders for the Portfolios (and no other
portfolios), and other communications (except for prospectuses and statements of
additional information, which are covered in Section 3.2(a) above) to
shareholders in such quantity as the Company shall reasonably require for
distributing to Contract owners at the Fund's expense. The Fund shall not pay
any costs of distributing such proxy-related material, reports to shareholders,
and other communications to prospective Contract owners.
3. New Section 3.6 is hereby added to Article III of the Agreement:
3.6 The Fund or its designee will provide the Company 60 days notice of any
change for a Portfolio, including but not limited to, (a) fund objective
changes, (b) anticipated fund mergers/substitutions, (c) no-action or exemptive
requests from the SEC, (d) fund name changes, (e) fund adviser or sub-adviser
changes; and/or (f) conditions or undertakings that affect the Company's rights
or obligations hereunder.
4. Schedule A of the Participation Agreement is deleted and replaced in its
entirety with the attached Schedule A.
5. Schedule B of the Participation Agreement is unchanged but restated in its
entirety in the attached Schedule B.
6. In all other respects, the terms of the Agreement remain in full force and
effect.
7. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together will be deemed one and the
same document.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be
effective as of the first date written above.
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------- ----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Treasurer/CFO Title: Vice President
Date: 5/17/05 Date: 5/6/05
▇▇▇ ▇▇▇▇▇▇ FUNDS INC. HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------- ----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director Title: Vice President
Date: 5/12/05 Date: 5/6/05
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: Managing Director
Date: 5/16/05
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME
DATE ESTABLISHED BY BOARD OF OF CONTRACT FUNDED BY MARKETING NAME OF
DIRECTORS SEPARATE ACCOUNT CONTRACT
----------------------------------------------------------------------------------------------------------------
Hartford Life Insurance Company HLVA99, Series I of Hartford Select Leaders
Separate Account Three (6/22/1994) Variable Annuity
HL-VA03, Series II/IIR/III and IV of Hartford Select
Leaders Variable Annuity
Director M Variable Annuity*
Director M Outlook Variable Annuity*
HL-VAXCO3, Director M Plus Variable Annuity*
HL-ASHARE03 Director M Edge Variable Annuity*
HL-NCDSCO3 Director M Access Variable Annuity*
A-1
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME
DATE ESTABLISHED BY BOARD OF OF CONTRACT FUNDED BY MARKETING NAME OF
DIRECTORS SEPARATE ACCOUNT CONTRACT
----------------------------------------------------------------------------------------------------------------
Hartford Life Insurance Company HL-VA03, Series II/III of Hartford Leaders Variable
Separate Account Seven (12/08/1986) Annuity
Series II/III of Hartford Leaders Outlook
Variable Annuity
HL-VAXCO3, Series II/III of Hartford Leaders Plus
Variable Annuity
HL-ASHARE03 Series II/III of Hartford Leaders Edge
Variable Annuity
HL-NCDSCO3 Series II/III of Hartford Leaders Access
Variable Annuity
Hartford Life Insurance Company HL-15441(98)(NY) Hartford Select Leaders Last Survivor --
Separate Account ▇▇ ▇▇ (9/30/1994) Variable Universal Life Insurance
Hartford Life and Annuity Insurance LAVA99, Series I of Hartford Select Leaders
Company Variable Annuity
Separate Account Three (6/22/1994)
LA-VA03, Series II/IIR/III and IV of Hartford Select
Leaders Variable Annuity
Director M Variable Annuity*
Director M Outlook Variable Annuity*
LA-VAXCO3, Director M Plus Variable Annuity*
LA-ASHARE03, Director M Edge Variable Annuity*
LA-NCDSCO3 Director M Access Variable Annuity*
A-2
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME
DATE ESTABLISHED BY BOARD OF OF CONTRACT FUNDED BY MARKETING NAME OF
DIRECTORS SEPARATE ACCOUNT CONTRACT
----------------------------------------------------------------------------------------------------------------
Hartford Life and Annuity Insurance LA-VA03, Series II/III of Hartford Leaders Variable
Company Annuity
Separate Account Seven (4/01/1999)
Series II/III of Hartford Leaders Outlook
Variable Annuity
LA-VAXCO3, Series II/III of Hartford Leaders Plus
Variable Annuity
LA-ASHARE03, Series II/III of Hartford Leaders Edge
Variable Annuity
LA-NCDSCO3 Series II/III of Hartford Leaders Access
Variable Annuity
Hartford Life and Annuity Insurance LA-1151(98) Hartford Select Leaders Last Survivor --
Company Variable Universal Life Insurance
Separate Account ▇▇ ▇▇ (9/30/1994)
------------
* The cost allocation provisions in Section 1.12, added by amendment to this
Participation Agreement on May 2, 2005, apply only to the footnoted (*)
products above.
Effective May 2, 2005
A-3
SCHEDULE B
PORTFOLIOS OF THE ▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
AVAILABLE UNDER THIS AGREEMENT
Enterprise Portfolio -- Class II Shares
Growth and Income Portfolio -- Class II Shares
▇▇▇▇▇▇▇▇ Portfolio -- Class II Shares
Emerging Growth Portfolio -- Class II Shares
Aggressive Growth Portfolio -- Class II Shares
Government Portfolio Sub-Account -- Class II Shares
Effective May 2, 2005
B-1
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and entered
into as this 1st day of May, 2006, by and among HARTFORD LIFE INSURANCE COMPANY
and HARTFORD LIFE AND ANNUITY INSURANCE COMPANY (together, the "Company"), on
its own behalf and on behalf of each separate account of the Company (each an
"Account") identified in the Participation Agreement (as defined below), ▇▇▇
▇▇▇▇▇▇ LIFE INVESTMENT TRUST (the "Fund"), ▇▇▇ ▇▇▇▇▇▇ FUNDS INC. (the
"Underwriter"), and ▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT INC. (the "Adviser").
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have entered
into a Participation Agreement dated as of July 17, 2000, as such agreement may
be amended from time to time (the "Participation Agreement"); and
WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to amend
the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, the Underwriter and the Adviser agree to amend the Participation Agreement
as follows:
1. Schedule A of the Participation Agreement is deleted and replaced in its
entirety with the attached Schedule A.
2. Schedule B of the Participation Agreement is unchanged but restated in its
entirety in the attached Schedule B.
3. Except as provided herein, the Participation Agreement shall remain in full
force and effect. This Amendment and the Participation Agreement, as amended,
constitute the entire agreement between the parties hereto pertaining to the
subject matter hereof and fully supersede any an d all prior agreements or
understanding between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the term of this Amendment and the
Participation Agreement, the terms of this Amendment shall control.
4. This Amendment may be amended only by written instrument executed by each
party hereto.
5. This Amendment shall be effective as of May 1, 2006.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
By:
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Treasurer
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Treasurer
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME
DATE ESTABLISHED BY BOARD OF OF CONTRACT FUNDED BY MARKETING NAME OF
DIRECTORS SEPARATE ACCOUNT CONTRACT
----------------------------------------------------------------------------------------------------------------------
Hartford Life Insurance Company HV-1452-0 Group Annuity Contract
Separate Account Two (6/2/1986)
HV-1499-0 Group Variable Annuity Contract
Hartford Life Insurance Company HLVA99, Series I of Hartford Select Leaders
Separate Account Three (6/22/1994) Variable Annuity
HL-VA03, Series II/IIR/III and IV of Hartford Select
Leaders Variable Annuity
Director M Variable Annuity*
Director M Outlook Variable Annuity*
HL-VAXC03, Director M Plus Variable Annuity*
HL-ASHARE03 Director M Edge Variable Annuity*
HL-NCDSC03 Director M Access Variable Annuity*
A-1
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME
DATE ESTABLISHED BY BOARD OF OF CONTRACT FUNDED BY MARKETING NAME OF
DIRECTORS SEPARATE ACCOUNT CONTRACT
----------------------------------------------------------------------------------------------------------------------
Hartford Life Insurance Company HL-VA03, Series II/III of Hartford Leaders Variable
Separate Account Seven (12/08/1986) Annuity
Series II/III of Hartford Leaders Outlook
Variable Annuity
HL-VAXC03, Series II/III of Hartford Leaders Plus
Variable Annuity
HL-ASHARE03 Series II/III of Hartford Leaders Edge
Variable Annuity
HL-NCDSC03 Series II/III of Hartford Leaders Access
Variable Annuity
Hartford Life Insurance Company HL-15441(98)(NY) Hartford Select Leaders Last Survivor --
Separate Account ▇▇ ▇▇ (9/30/1994) Variable Universal Life Insurance
Hartford Life and Annuity Insurance Company LAVA99, Series I of Hartford Select Leaders
Separate Account Three (6/22/1994) Variable Annuity
LA-VA03, Series II/IIR/III and IV of Hartford Select
Leaders Variable Annuity
Director M Variable Annuity*
Director M Outlook Variable Annuity*
LA-VAXC03, Director M Plus Variable Annuity*
LA-ASHARE03, Director M Edge Variable Annuity*
LA-NCDSC03 Director M Access Variable Annuity*
A-2
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and entered
into as this 1st day of May, 2006, by and among HARTFORD LIFE INSURANCE COMPANY
and HARTFORD LIFE AND ANNUITY INSURANCE COMPANY (together, the "Company"), on
its own behalf and on behalf of each separate account of the Company (each an
"Account") identified in the Participation Agreement (as defined below), ▇▇▇
▇▇▇▇▇▇ LIFE INVESTMENT TRUST (the "Fund"), ▇▇▇ ▇▇▇▇▇▇ FUNDS INC. (the
"Underwriter"), and ▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT INC. (the "Adviser").
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have entered
into a Participation Agreement dated as of July 17, 2000, as such agreement may
be amended from time to time (the "Participation Agreement"); and
WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to amend
the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, the Underwriter and the Adviser agree to amend the Participation Agreement
as follows:
1. Schedule A of the Participation Agreement is deleted and replaced in its
entirety with the attached Schedule A.
2. Schedule B of the Participation Agreement is unchanged but restated in its
entirety in the attached Schedule B.
3. Except as provided herein, the Participation Agreement shall remain in full
force and effect. This Amendment and the Participation Agreement, as amended,
constitute the entire agreement between the parties hereto pertaining to the
subject matter hereof and fully supersede any and all prior agreements or
understanding between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the term of this Amendment and the
Participation Agreement, the terms of this Amendment shall control.
4. This Amendment may be amended only by written instrument executed by each
party hereto.
5. This Amendment shall be effective as of May 1, 2006.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Assistant Vice President
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Treasurer
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal hereunder affixed hereto as of the date specified above.
HARTFORD LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Treasurer
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME
DATE ESTABLISHED BY BOARD OF OF CONTRACT FUNDED BY MARKETING NAME OF
DIRECTORS SEPARATE ACCOUNT CONTRACT
----------------------------------------------------------------------------------------------------------------
Hartford Life Insurance Company HV-1452-0 Group Annuity Contract
Separate Account Two (6/2/1986)
HV-1499-0 Group Variable Annuity Contract
Hartford Life Insurance Company HLVA99, Series I of Hartford Select Leaders
Separate Account Three (6/22/1994) Variable Annuity
HL-VA03, Series II/IIR/III and IV of Hartford Select
Leaders Variable Annuity
Director M Variable Annuity*
Director M Outlook Variable Annuity*
HL-VAXC03, Director M Plus Variable Annuity*
HL-ASHARE03 Director M Edge Variable Annuity*
HL-NCDSC03 Director M Access Variable Annuity*
A-1
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME
DATE ESTABLISHED BY BOARD OF OF CONTRACT FUNDED BY MARKETING NAME OF
DIRECTORS SEPARATE ACCOUNT CONTRACT
----------------------------------------------------------------------------------------------------------------
Hartford Life Insurance Company HL-VA03, Series II/III of Hartford Leaders Variable
Separate Account Seven (12/08/1986) Annuity
Series II/III of Hartford Leaders Outlook
Variable Annuity
HL-VAXC03, Series II/III of Hartford Leaders Plus
Variable Annuity
HL-ASHARE03 Series II/III of Hartford Leaders Edge
Variable Annuity
HL-NCDSC03 Series II/III of Hartford Leaders Access
Variable Annuity
Hartford Life Insurance Company HL-15441(98)(NY) Hartford Select Leaders Last Survivor --
Separate Account ▇▇ ▇▇ (9/30/1994) Variable Universal Life Insurance
Hartford Life and Annuity Insurance LAVA99, Series I of Hartford Select Leaders
Company Variable Annuity
Separate Account Three (6/22/1994)
LA-VA03, Series II/IIR/III and IV of Hartford Select
Leaders Variable Annuity
Director M Variable Annuity*
Director M Outlook Variable Annuity*
LA-VAXC03, Director M Plus Variable Annuity*
LA-ASHARE03, Director M Edge Variable Annuity*
LA-NCDSC03 Director M Access Variable Annuity*
A-2
NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME
DATE ESTABLISHED BY BOARD OF OF CONTRACT FUNDED BY MARKETING NAME OF
DIRECTORS SEPARATE ACCOUNT CONTRACT
----------------------------------------------------------------------------------------------------------------
Hartford Life and Annuity Insurance LA-VA03, Series II/III of Hartford Leaders Variable
Company Annuity
Separate Account Seven (4/01/1999)
Series II/III of Hartford Leaders Outlook
Variable Annuity
LA-VAXC03, Series II/III of Hartford Leaders Plus
Variable Annuity
LA-ASHARE03, Series II/III of Hartford Leaders Edge
Variable Annuity
LA-NCDSC03 Series II/III of Hartford Leaders Access
Variable Annuity
Hartford Life and Annuity Insurance LA-1151(98) Hartford Select Leaders Last Survivor --
Company Variable Universal Life Insurance
Separate Account ▇▇ ▇▇ (9/30/1994)
------------
* The cost allocation provisions in Section 1.12, added by amendment to the
Participation Agreement dated May 2, 2005, apply only to the footnoted (*)
products above.
Effective May 1, 2006
A-2
SCHEDULE B
PORTFOLIOS OF THE ▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
AVAILABLE UNDER THIS AGREEMENT
Enterprise Portfolio -- Class II Shares
Growth and Income Portfolio -- Class II Shares
▇▇▇▇▇▇▇▇ Portfolio -- Class II Shares
Emerging Growth Portfolio -- Class II Shares
Aggressive Growth Portfolio -- Class II Shares
Government Portfolio Sub-Account -- Class II Shares
Effective May 1, 2006
B-1
AMENDMENT NO. 2 TO
FUND PARTICIPATION AGREEMENT
Among
HARTFORD LIFE INSURANCE COMPANY,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST,
▇▇▇ ▇▇▇▇▇▇ FUNDS, INC.,
and
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
This Amendment, effective May 1, 2008, by and among Hartford Life Insurance
Company, Hartford Life and Annuity Insurance Company (the "Company"), ▇▇▇ ▇▇▇▇▇▇
Life Investment Trust (the "Fund"), ▇▇▇ ▇▇▇▇▇▇ Funds, Inc. (the "Underwriter"),
and ▇▇▇ ▇▇▇▇▇▇ Asset Management (the "Advisor"), amends that certain Fund
Participation Agreement (the "Agreement") dated July 17, 2000 by the foregoing
parties as follows:
1. Schedule A of the Agreement is hereby deleted in its entirety and replaced
with the revised Schedule A attached hereto.
2. Schedule B of the Agreement is hereby deleted in its entirety and replaced
with the revised Schedule B attached hereto.
3. In all other respects, the terms of the Agreement remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, each of the parties 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.
THE HARTFORD LIFE INSURANCE COMPANY ▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
By its authorized officer, By its authorized officer,
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------- ----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: [Title] Senior Vice President Its: CFO and Treasurer
Date: 5/19/08 Date:
THE HARTFORD LIFE AND ANNUITY ▇▇▇ ▇▇▇▇▇▇ FUNDS, INC.
INSURANCE COMPANY
By its authorized officer, By its authorized officer,
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------- ----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: [Title] Senior Vice President Its: Managing Director
Date: 5/19/08 Date:
1
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By its authorized officer,
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Its: Managing Director
Date:
2
REVISED SCHEDULE A
SEPARATE ACCOUNT
Hartford Life and Annuity Insurance Company Separate Account One (05/20/1991)
Hartford Life Insurance Company Separate Account Two (06/02/1986)
Hartford Life Insurance Company Separate Account Three (06/22/1994)
Hartford Life and Annuity Insurance Company Separate Account Three (06/22/1994)
Hartford Life Insurance Company Separate Account Five (7/25/1994)
Hartford Life and Annuity Insurance Company Separate Account Five (8/19/1994)
Hartford Life Insurance Company Separate Account Seven (04/01/1999)
Hartford Life and Annuity Insurance Company Separate Account Seven (12/08/1986)
Hartford Life Insurance Company Separate Account VL I (9/30/1992)
Hartford Life and Annuity Insurance Company Separate Account VL I (6/8/1995)
Hartford Life Insurance Company Separate Account ▇▇ ▇▇ (9/30/1994)
Hartford Life and Annuity Insurance Company Separate Account ▇▇ ▇▇ (9/30/1994)
PRODUCT FUNDED BY SEPARATE ACCOUNT
The Director
Leaders 4
Leaders 4 Edge
Leaders 4 Access
Leaders 4 Plus
Leaders 4 Outlook
Hartford Select Leaders Series I, IR, II, IIR, III, IV, V
Hartford Select Leaders Outlook Series I, IR, III
The Director M
AmSouth VA M
The Director M Select
The Huntington Director M
Fifth Third Director M
▇▇▇▇▇ Fargo Director M
Classic Director M
Director M Ultra
The Director M Access
3
The Director M Edge
The Director M Plus
AmSouth VA M Plus
The Director M Platinum
The Director M Select Plus
The Director M Outlook
The Director M Platinum Outlook
AmSouth VA M Outlook
The Director M Select Outlook
Huntington Director m Outlook
▇▇▇▇▇ Fargo Director M Outlook
Classic Director M Outlook
HV-1524 G&W DCI (Group Product)
HV-1524 G&W DCII (Group Product)
Select Dimensions Life Series I and II
Stag Accumulator Variable Universal Life Series I and I.5
Stag Protector Variable Universal Life Series I and I.5
Stag Variable Life Last Survivor II (Series I and II)
Hartford Select Leaders Last Survivor
Stag Variable Life Last Survivor Series I
Stag Variable Life Series I
Stag Variable Life Artisan Series I
Stag Accumulator II Variable Universal Life
Stag Protector II Variable Universal Life
Hartford Quantum Life
Hartford Quantum II
Hartford Variable Universal Life Last Survivor
Stag Wall Street Variable Universal Life Series I and II
Hartford Leaders Variable Universal Life Liberty
Hartford Leaders Variable Universal Life Legacy
4
REVISED SCHEDULE B
PORTFOLIOS OF THE ▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST AVAILABLE UNDER
THIS AGREEMENT
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust - Aggressive Growth Portfolio -- Class II
Shares
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust - ▇▇▇▇▇▇▇▇ Portfolio -- Class II Shares
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust - Enterprise Portfolio -- Class I Shares
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust - Enterprise Portfolio -- Class II Shares
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust - Government Portfolio -- Class II Shares
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust - Growth and Income Portfolio -- Class I Shares
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust - Growth and Income Portfolio -- Class II
Shares
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust - Strategic Growth Portfolio -- Class II Shares
5