SERVICE AGREEMENT
This Agreement is entered into and effective as of the th day of , 1998, by and
between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. ("FIIOC")
and HARTFORD LIFE INSURANCE COMPANY ("Company").
WHEREAS, FIIOC provides transfer agency and other services to Fidelity's
Variable Insurance Products Fund, Variable Insurance Products Fund II and
Variable Insurance Products Fund III (collectively "Funds"); and
WHEREAS, the services provided by FIIOC on behalf of the Funds include
responding to inquiries about the Funds, including the provision of information
about the Funds' investmend objectives, investment policies, portfolio holdings,
etc.; and
WHEREAS, Company holds shares of the Funds in order to fund certain variable
annuity contracts, group annuity contracts, and/or variable life insurance
policies, the beneficial interests in which are held by individuals, plan
trustees, or others who look to Company to provide information about the Funds
similar to the information provided by FIIOC; and
WHEREAS, the Company and one or more of the Funds have entered into one or more
Participation Agreements, under which the Company agrees not to provide
information about the Funds except for information provided by the Funds or
their designees; and
WHEREAS, FIIOC and Company desire that Company be able to respond to inquiries
about the Funds from individual variable annuity owners, participants in group
annuity contracts issued by the Company, and owners and participants under
variable life insurance policies issued by the Company, and prospective
customers for any of the above; and
WHEREAS, FIIOC and Company recognize that Company's efforts in responding to
customer inquiries will reduce the burden that such inquiries would place on
FIIOC should such inquiries be directed to FIIOC.
NOW, THEREFORE, the parties do agree as follows:
1. Information to be Provided to Company. FIIOC agrees to provide to Company,
on a periodic basis, directly or through a designee, information about the
Funds' investment objectives, investment policies, portfolio holdings,
performance, etc. The content and format of such information shall be as FIIOC,
in its sole discretion, shall choose. FIIOC may change the format and/or content
of such informational reports, and the frequency with which such information is
provided For purposes of Section 4.2 of each of the Company's Participation
Agreement(s) with the Funds, FIIOC represents that it is the designee of the
Funds, and Company may therefore use the information provided by FII0C without
seeking additional permission from the Funds.
2. Use of Information by Company. Company may use the information provided by
FII0C in communications to individuals, plan trustees, or others who have legal
title or beneficial interest in the annuity or life insurance products issued by
Company, and to prospective purchasers of such products or beneficial interests
thereunder. If such information is contained as part of larger pieces of sales
literature, advertising, etc., such pieces shall be furnished for review to the
Funds in accordance with the terms of the Company's Participation Agreements
with the Funds. Nothing herein shall give the Company the right to expand upon,
reformat or otherwise alter the information Provided by FIIOC Company
acknowledges that the information provided it by FIIOC may need to be
supplemented with additional qualifying information, regulatory disclaimers, or
other information before it may be conveyed to persons outside the Company.
3. Compensation to Company. In recognition of the fact that Company will
respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to
pay Company a quarterly fee computed as follows:
At the close of each calendar quarter, FIIOC will determine the Average Daily
Assets held in the Funds by the Company. Average Daily Assets shall be the sum
of the daily assets for each calendar day in the quarter divided by the number
of calendar days in the quarter. The Average Daily Assets shall be multiplied by
0.0004 (4 basis points) and that sum shall be divided by four. The resulting
number shall be the quarterly fee for that quarter, which shall be paid to
Company during the following month.
Should any Participation Agreement(s) between Company and any Fund(s) be
terminated effective before the last day of a quarter, Company shall be entitled
to a fee for that portion of the quarter during which the Participation
Agreement was still in effect, unless such termination is due to misconduct on
the part of the Company. For such a stub quarter, Average Daily Assets shall be
the sum of the daily assets for each calendar day in the quarter through and
including the date of termination of the Participation Agreement(s), divided by
the number of calendar days in that quarter for which the Participation
Agreement was in effect. Such Average Daily Assets shall be multiplied by 0.0004
(4 basis points) and that number Shall be multiplied by the number of days in
such quarter that the Participation Agreement was in effect, then divided by
three hundred sixty-five. The resulting number shall be the quarterly fee for
the stub quarter, which shall be paid to Company during the following month.
4. Termination. This Agreement may be terminated by Company at any time upon
written notice to FII0C. FII0C may terminate this Agreement at any time upon
ninety (90) days' written notice to Company. FII0C may terminate this Agreement
immediately upon written notice to Company (1) if required by any applicable law
regulation, (2) if so required by action of the Fund(s) Board of Trustees, or
(3) if Company engages in any material breach of this Agreement. This Agreement
shall terminate immediately and automatically upon the termination of Company's
Participation Agreement(s) with the Funds, and in such event no notice need be
given hereunder.
5. Applicable Law. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
6. Assignment. This Agreement may not be assigned, except that it shall be
assigned automatically to any successor to FIIOC as the Funds' transfer agent,
and any such successor shall be bound by the terms of this Agreement.
IN WITNESS WHEREOF, the parties have set their hands as of the date first
written above.
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇. Guinetti
-----------------------------------
Name: ▇▇▇▇ ▇. Guinetti
Title: Executive Vice President
2
AMENDMENT TO SERVICE AGREEMENT
This Amendment to Service Agreement, modifies the Service Agreement previously
entered into by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS
COMPANY, INC. ("FIIOC") and HARTFORD LIFE INSURANCE COMPANY ("Company").
WHEREAS, the parties desire that such Agreement be amended to include affiliates
of Company; and
WHEREAS, the parties desire that the fees paid under such Agreement more closely
reflect the costs involved in FIIOC's transfer agency arrangements with the
Fidelity mutual funds to which this Agreement relates.
NOW, THEREFOR, the parties do agree as follows:
1. Change in Definition of Company. Effective as of the date written below, the
term "Company" shall include Hartford Life Insurance Company, Hartford Life and
Annuity Company and Hartford Variable Life Insurance Company.
2. Change in Compensation. Effective as of the date written below, paragraph 3
of the Agreement is amended to change the annual compensation rate from 4 basis
points to 5 basis points, by making the following changes: Each place that the
figure 0.0004 appears, it is hereby replaced with the figure 0.0005, and each
place that the words "four basis points" appear, they are hereby replaced with
the words "five basis points."
3. Condition Precedent. This Amendment shall be of no force and effect unless
and until the Service Contract with respect to Service Class shares between
Fidelity Distributors Corporation and Hartford Life Insurance Company relating
to Fidelity's Variable Insurance Products Funds, providing for six basis points
pursuant to paragraph 3 of the Fee Schedule thereto, has been terminated by
mutual agreement of the parties and a new Service Contract between Fidelity
Distributors Corporation and Company or its affiliate, Hartford Securities
Distribution Company, Inc., relating to Fidelity's Variable Insurance Products
Funds, providing for five basis points pursuant to paragraph 3 of the Fee
Schedule thereto, is executed.
IN WITNESS WHEREOF, the parties have set their hands below.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
Date: 12/17/01
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
For Internal Use Only:
Effective Date: October 1, 2001
#313436
[LOGO]
FIDELITY(R)
INVESTMENTS
April 1, 2005
Hartford Life Insurance Co.
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Re: Pricing Shares of VIP Funds
To Whom It May Concern:
Reference is hereby made to that certain Fund Participation Agreement (the
"Agreement") dated of even date herewith by and among Hartford Life Insurance
Company, on its behalf and on behalf of Hartford Separate Account Three
("Hartford"); Variable Insurance Products Fund, Variable Insurance Products Fund
II, Variable Insurance Products Fund III and Variable Insurance Products Fund IV
(each referred to hereinafter as the "Trust"); and Fidelity Distributors
Corporation (the "Distributor").
Without in any manner waiving any of its rights under the Agreement, Hartford
and the Fidelity Investments Institutional Services, Inc. ("Fidelity") hereby
agree as follows:
1. Any and all material errors in the calculation or reporting (or failure to
report) by any Trust of net daily asset values per share, dividend or capital
gain information shall be reported promptly to Hartford upon discovery. For the
purposes hereof, a "material error" shall be determined in accordance with the
Trust's policies and procedures as approved by the Trust's board and as in
effect at the time of the net asset value(s), provided that such procedures
shall at all times conform to the then prevailing official guidance from
appropriate divisions within the Securities and Exchange Commission.
2. In addition to the indemnification specified in section 7.2 of the
Agreement, Fidelity shall indemnify and hold harmless Hartford against any
amount (including reasonable costs and expenses) that Hartford is legally
required to pay annuity or life insurance contract owners that have selected a
series of any Trust (a "Series") as an investment option ("Contract owners"),
which result from material errors in the calculation or reporting (or failure to
report) by any Trust of net daily asset values per share, dividend or capital
gain information. Hartford shall submit an invoice to the Fidelity or its agents
for such losses incurred and which sum shall be payable within sixty (60) days
of receipt. Should a material miscalculation result in a gain to Hartford,
Hartford shall expend reasonable efforts, at the expense of the Fidelity or its
agents, to
Fidelity Investments Institutional ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Services Company, Inc. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
recover the over payment made to Contract owners and repay the Trust, the
applicable Series or its agents; provided, however, Hartford shall not be
obligated to initiate or otherwise pursue any legal action or rights of set off
against Contract owners for any such reimbursements. The foregoing shall be the
exclusive rights and remedies for the Trust, Fidelity or any third parties in
connection with the recoupment of any such over payments.
Notwithstanding anything possibly to the contrary, this letter constitutes the
entire agreement by and among the parties with respect to the matters dealt with
herein, and supersedes all previous agreements, written or oral with respect to
such matters.
Sincerely,
/s/ ▇▇▇ ▇▇▇▇▇▇▇
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Senior Vice President -- Risk Management and Compliance
Fidelity Investments Institutional Services, Inc.
C: ▇▇▇▇▇▇ ▇▇▇▇▇, Institutional Investments
▇▇▇▇ ▇▇▇▇▇▇▇, Deputy General Counsel