RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 2nd of July, 2001, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut (hereinafter the Company), on its own behalf and on
behalf of each separate account of the Company set forth in SCHEDULE A hereto,
as may be amended from time to time (each such account hereinafter referred to
as a Separate Account), Alliance Global Investor Services, Inc., a Delaware
Corporation (hereinafter AGIS), and ALLIANCE FUND DISTRIBUTORS, INC., a Delaware
corporation (hereinafter the Underwriter).
WITNESSETH:
WHEREAS, Alliance Capital Management L.P. (hereinafter the Adviser) is the
manager of each separate portfolio of securities and other assets set forth on
Schedule A hereto (hereinafter each a Portfolio) of the single series and
multiple series investment companies set forth on Schedule A hereto (hereinafter
each a "Fund"); and
WHEREAS, each Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (hereinafter the ▇▇▇▇ ▇▇▇)
and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the 1933 Act); and
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the Contracts) in connection with retirement plans intended
to meet the qualification requirements of Sections 401, 403(b) or 457 of the
Internal Revenue Code of 1986, as amended (the Code); and
WHEREAS, each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts; and
WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (hereinafter the Advisers Act), and
any applicable state securities laws; and
WHEREAS, AGIS is the transfer agent of each Fund and is registered as a transfer
agent with the Securities and Exchange Commission (hereinafter "SEC") under the
Securities Exchange Act of 1934 (hereinafter "the 1934 Act"); and
WHEREAS, the Underwriter is the principal underwriter for each Fund and is
registered as a broker-dealer with the SEC under the 1934 Act, and is a member
in good standing of the National Association of Securities Dealers, Inc.
(hereinafter NASD); 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
corresponding Separate Account to fund the Contracts and the Underwriter is
authorized to sell such shares to unit investment trusts such as the Separate
Accounts at net asset value.
NOW, THEREFORE, in consideration of their mutual promises, the Company, AGIS and
the Underwriter agree as follows:
ARTICLE I. Purchase and Redemption of Portfolio Shares.
1.1 The Underwriter agrees to sell to the Company shares of each Portfolio at
the respective net asset value of the Portfolio next computed after receipt of a
purchase order by the Portfolio or its designee, in accordance with the then
current prospectus of the Portfolio. For purposes of this section 1.1, the
Company shall be the designee of the Portfolio for the limited purpose of
receiving and accepting purchase orders resulting from investments in, and
payments under, the Contracts. Receipt by such designee shall constitute receipt
by the Portfolio, provided that (i) such orders are received by the Company in
good order by the time the net asset value of the Portfolio is calculated in
accordance with its prospectus (hereinafter "the NAV Calculation Time"); and
(ii) the Company transmits any such order via the National Securities Clearing
Corporation (hereinafter NSCC) by 6:00 a.m. Eastern Time (Cycle 6) on the next
following business day. The Company agrees to timely transmit to the Portfolio
each purchase order for Portfolio shares received by the Company by the NAV
Calculation Time via NSCC by 6:00 a.m. Eastern Time (Cycle 6). The Fund will
receive all orders to purchase Portfolio shares using the NSCC's Defined
Contribution Clearance & Settlement (DCC&S) platform. The Fund will also provide
the Company with account positions and activity data using the NSCC's Networking
platform. The Company shall pay for Portfolio shares by the scheduled close of
federal funds transmissions on the same Business Day it places an order to
purchase Portfolio shares in accordance with this section using the NSCC's
Fund/SERVE System. Payment shall be in federal funds transmitted by wire to the
NSCC from the Company's Settling Bank as designated by the Company. Business Day
shall mean any day on which the New York Stock Exchange is open for trading and
on which the Fund calculates it net asset value pursuant to the rules of the
SEC. Networking shall mean the NSCC's product that allows Fund's and Companies
to exchange account level information electronically. Settling Bank shall mean
the entity appointed by the Company to perform such settlement services on
behalf of the Company and agrees to abide by the NSCC's Rules and Procedures
insofar as they relate to the same day funds settlement.
If the Company is for any reason unable to submit purchase and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform, the
following shall apply to this Section;
The Underwriter agrees to sell the Company shares of each Portfolio at the
respective net asset value of the Portfolio next computed after receipt of a
purchase order by the Portfolio or its designee, in accordance with the then
current prospectus of the Portfolio. For purposes of this section 1.1, the
Company shall be the designee of the Portfolio for the limited purpose of
receiving and accepting purchase orders resulting from investments in, and
payments under, the Contracts. Receipt by such designee shall constitute receipt
by the Portfolio, provided that (i) such orders are received by the Company in
good order by the NAV Calculation Time; and (ii) the Company transmits any such
order by [10:00] a.m. Eastern Time on the next following business day. The
Company agrees to timely transmit to the Portfolio by 10:00 a.m. Eastern Time
each purchase order for Portfolio shares received by the Company by the NAV
Calculation Time. The Company shall pay for Portfolio shares by the scheduled
close of federal funds transmissions on the same Business Day it places an order
to purchase Portfolio shares in accordance with this section. Payment shall be
in federal funds transmitted by wire to the Fund's designated custodian.
Business Day shall mean any day on which the New York Stock Exchange is open for
trading and on which the Fund calculates it net asset value pursuant to the
rules of the SEC.
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1.2 The Underwriter agrees to make shares of the Portfolios available
indefinitely for purchase at the applicable net asset value per share by the
Company on Business Days; provided, however, that the Board of Trustees or
Directors or its Officers, as applicable, of the Fund (hereinafter the
Trustees/Directors/Officers) may refuse 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 Trustees/Directors/Officers, acting in good
faith and in compliance with their fiduciary duties under federal and any
applicable state laws, necessary in the best interests of the shareholders of
any Portfolio.
1.3 AGIS agrees to execute redemptions for cash, upon the Company's request, of
any full or fractional shares of the Fund held by the Company on behalf of a
Separate Account at the respective net asset values of the Portfolio next
computed after receipt of a redemption order by the Portfolio or its designee,
in accordance with the then current prospectus of the Portfolio. For purposes of
this section 1.3, the Company shall be the designee of the Portfolio for the
limited purpose of receiving and accepting redemption orders resulting from
investments in, and payments under, the Contracts. Receipt by such designee
shall constitute receipt by the Portfolio, provided that (i) such orders are
received by the Company in good order by the NAV Calculation Time; and (ii) the
Company transmits any such order to the NSCC by 6:00 a.m. Eastern Time on the
next following business day. The Company agrees to timely transmit to the
Portfolio each redemption order for Portfolio shares received by the Company by
the NAV Calculation Time via NSCC by 6:00 a.m. Eastern Time. The Fund will
receive all orders to redeem Portfolio shares using the NSCC's DCC&S platform.
The Fund will also provide the Company with account positions and activity data
using the NSCC's Networking platform. Payment for Fund shares redeemed shall be
made in accordance with this section using the NSCC's Fund/SERVE System. Payment
shall be in federal funds transmitted by the NSCC to the Company's Settling Bank
as designated by the Company, on the same Business Day the Fund or the
Underwriter receives notice of the redemption order from the Company provided
that the Fund or the Underwriter receives notice by 10:00 a.m. Eastern Time on
such Business Day.
If the Company is for any reason unable to submit redemption and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
AGIS agrees to execute redemptions for cash, upon the Company's request, of any
full or fractional shares of the Fund held by the Company on behalf of a
Separate Account, at the respective net asset values of the Portfolio next
computed after receipt of a redemption order by the Portfolio or its designee,
in accordance with the then current prospectus of the Portfolio. For purposes of
this section 1.1, the Company shall be the designee of the Portfolio for the
limited purpose of receiving and accepting redemption orders resulting from
investments in, and payments under, the Contracts. Receipt by such designee
shall constitute receipt by the Portfolio, provided that (i) such orders are
received by the Company in good order by the NAV Calculation Time; and (ii) the
Company transmits any such order by 6:00 a.m. Eastern Time (Cycle 6) on the next
following Business Day. The Company agrees to timely transmit to the Portfolio
by 10:00 a.m. Eastern Time each redemption order for Portfolio shares received
by the Company by the NAV Calculation Time. Payment shall be in federal funds
transmitted by wire to the Separate Account as designated by the Company, on the
same Business Day AGIS receives notice of the redemption order from the Company
provided that AGIS receives notice by 10:00 a.m. Eastern Time on such Business
Day.
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1.4 The Company agrees to purchase and redeem the shares of the Portfolios
named in SCHEDULE A offered by the then current prospectus of the Fund in
accordance with the provisions of the applicable prospectus.
1.5 The Company will place separate orders to purchase or redeem shares of each
Portfolio.
1.6 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 Separate Account.
Purchase and redemption orders for Fund shares will be recorded by AGIS in the
name of the appropriate Separate Account or, if agreed to by the parties, the
appropriate subaccount of each Separate Account.
1.7 AGIS shall furnish on the same Business Day notice to the Company of any
income, dividends or capital gain distributions payable on the Fund's shares.
The Company hereby elects to receive all such dividends and distributions as are
payable on a Portfolio's shares in the form of additional shares of that
Portfolio. AGIS shall notify the Company of the number of shares so issued as
payment of such dividends and distributions no later than one Business Day after
issuance. The Company reserves the right to revoke this election and to receive
in cash all such dividends and distributions declared after receipt of notice of
revocation by the Fund.
1.8 AGIS shall make the net asset value per share for each Portfolio available
to the Company on a daily basis as soon as reasonably practical after the close
of trading each Business Day, but in no event later than 6:30 p.m. Eastern Time
on such Business Day.
1.9 If the Underwriter provides incorrect share net asset value per share,
dividend or capital gain information and such errors are not corrected by 4 p.m.
Eastern Time the next Business Day (by providing the incorrect and the correct
NAV for each day that the error occurred), the Underwriter and/or Fund shall be
liable for the systems and out of pocket costs equal to (i) $1,000 per day per
affected Fund or Series for each day that incorrect information provided by the
AGIS is not corrected by the AGIS, if such period does not include a month-end
or a fiscal quarter-end or (ii) $1,500 per day per affected Fund or Series for
each day that such incorrect information provided by the AGIS is not corrected
by AGIS, if such period does include a month-end or a fiscal quarter-end. AGIS
shall make all corrections to all Contract owner, participant, or beneficiary
accounts with respect to the Fund shares purchased or redeemed to reflect the
correct net asset value per share, dividend or capital gain information so that
each owner, participant or beneficiary under a Contract is made whole. Any error
in the calculation or reporting of net asset value per share, dividend or
capital gain information shall be reported promptly to the Company upon
discovery.
1.10 If the Company provides incorrect processing information through no fault
of the Fund, the Underwriter or the Adviser, the Company shall be liable to the
Fund and AGIS for their actual out-of-pocket costs incurred and any necessary
adjustment with respect to the Fund shares purchased or redeemed to reflect the
correct information. Any error in the information provided by the Company shall
be reported to the Fund, the Underwriter and the Adviser promptly upon
discovery.
1.11 The parties hereto acknowledge that the arrangement contemplated by this
Agreement is not exclusive; the shares of any Portfolio may be sold to other
persons, including individuals, institutions
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and separate accounts of other insurance companies. The cash value of Contracts
may be invested in investment companies other than the Funds.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be
registered unless exempt and that it will at all times make every effort to
maintain such registration under the 1933 Act to the extent required by the 1933
Act; that the Contracts are intended to be issued and sold in compliance in all
material respects with all applicable federal and state laws. The Company
further represents and warrants that it is and will be an insurance company duly
organized and in good standing under applicable law and that it has legally and
validly established each Separate Account prior to any issuance or sale of
Contracts, shares or other interests therein, as a segregated asset account
under the insurance laws of the State of Connecticut, that such Separate
Accounts are, and will continue to be legally and validly established, and that
it has registered and, prior to any issuance or sale of the Contracts, will
register and will maintain the registration of each Separate Account as a unit
investment trust in accordance with and to the extent required by the provisions
of the 1940 Act, unless excluded or exempt therefrom, to serve as a segregated
investment account for the Contracts. Unless exempt, 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. The Company shall register and qualify the Contracts for sale in
accordance with securities laws of the various states only if and to the extent
deemed necessary by the Company.
2.2 The Underwriter represents and warrants that (i) Fund shares sold pursuant
to this Agreement are and shall continue to be registered under the 1933 Act and
duly authorized for issuance in accordance with applicable law and that the Fund
is and shall remain registered under the 1940 Act for as long as the Fund shares
are publicly sold; (ii) 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; and (iii) the Fund shall
register and qualify its shares for sales in accordance with the laws of the
various states only if and to the extent deemed advisable by the Fund or the
Underwriter.
2.3 The Underwriter represents that each Portfolio (a) is currently qualified
as a Regulated Investment Company under Subchapter M of the Code; (b) will make
every effort to maintain such qualification (under Subchapter M or any successor
or similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify or
might not so qualify in the future.
2.4 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Underwriter represents that each Fund's Board of
Trustees or Directors, as applicable, including a majority of its
Trustees/Directors who are not interested persons of the Fund and have no direct
or indirect financial interest in the operation of the plan or in any agreements
related to the plan, has adopted a plan under Rule 12b-1 to finance distribution
expenses.
2.5 The Underwriter represents and warrants on behalf of each Fund that the
Fund will make every effort to ensure that the investment policies, fees and
expenses of the Portfolios are and shall at all times remain in material
compliance with the material applicable securities laws of the State of
Connecticut and any other state that the Company informs the Fund is applicable
to the extent required to perform this Agreement. The Underwriter represents and
warrants that it will make every effort to ensure
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that Portfolios' shares will be sold in material compliance with the securities
laws of the State of Connecticut and any other applicable state to the extent
required to perform this Agreement. The Company and the Fund will endeavor to
mutually cooperate with respect to the implementation of any modifications
necessitated by any change in state insurance laws, regulations or
interpretations of the foregoing that affect the Portfolios (a "Law Change"),
and to keep each other informed of any Law Change that becomes known to either
Party. In the event of a Law Change, the Fund shall, except in those
circumstances where the Fund has advised the Company that its Board of
Directors/Trustees has determined that implementation of a particular Law Change
is not in the best interest of all of the Fund's stockholders, take any action
required by the Law Change.
2.6 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance in all material respects with all applicable federal and state
securities laws, including without limitation the 1933 Act, the 1934 Act, and
the ▇▇▇▇ ▇▇▇.
2.7 The Underwriter represents that the Fund is lawfully organized and validly
existing under the laws of the State of Maryland or the Commonwealth of
Massachusetts, as applicable, and that it does and will comply in all material
respects with applicable provisions of the ▇▇▇▇ ▇▇▇.
2.8 The Underwriter represents and warrants the Trustees/Directors, officers,
employees, investment advisers, and other individuals/entities having access to
the funds and/or securities of a Fund are and continue to be at all times
covered by a blanket fidelity bond or similar coverage for the benefit of the
Fund in an amount not less than the minimal coverage as required by Rule 17g-1
under the 1940 Act or related provisions as may be promulgated from time to
time. The aforesaid Bond includes coverage for larceny and embezzlement and is
issued by a reputable bonding company.
2.9 The Company represents and warrants that all of its directors, 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 not less than $5 million. The aforesaid includes
coverage for larceny and embezzlement and is issued by a reputable bonding
company.
2.10 The Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable federal and
state securities laws and that the Adviser shall perform its obligations for the
Fund in compliance in all material respects with any applicable state and
federal securities laws.
2.11 The foregoing representations and warranties shall be made, by the party
hereto that makes the representation or warranty as of the date first written
above and at the time of each purchase and each sale of the Fund's shares
pursuant to this Agreement.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Underwriter shall provide the Company at no charge 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 of the Fund's current prospectus and statement of
additional information, the Fund shall provide camera-ready film, computer
diskettes, email transmissions or PDF files containing the Fund's prospectus and
statement of additional information, and such other assistance as is reasonably
necessary in order for the Company once each year (or more
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frequently if the prospectus and/or statement of additional information for the
Fund are amended during the year) to have the prospectus for the Contracts (if
applicable) and the Fund's prospectus printed together in one document or
separately. 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). The Underwriter shall provide the Company at no charge with copies of
the Fund's proxy statements, Fund reports to shareholders, and other Fund
communications to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.2(b). The Underwriter shall cause the Fund to pay for the cost of
typesetting, printing and distributing all Fund prospectuses, statements of
additional information, Fund reports to shareholders and other Fund
communications to Contract owners and prospective Contract owners. The Fund
shall pay for all costs for typesetting, printing and distributing proxy
materials.
3.3. The Fund's statement of additional information shall be obtainable by
Contract owners 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:
A. solicit voting instructions from Contract owners;
B. vote the Fund shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable annuity
contract owners, vote Fund shares held in the Separate Account for which
no timely instructions have been received, in the same proportion as
Fund shares of such Portfolio for which instructions have been received
from the Company's Contract owners. The Company reserves the right to
vote Fund shares held in any segregated asset account for its own
account, to the extent permitted by law. Notwithstanding the foregoing,
with respect to the Fund shares held by unregistered Separate Accounts
that issue Contracts issued in connection with employee benefit plans
subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended, the Company shall vote such Fund shares allocated
to such Contracts only in accordance with the Company's agreements with
such Contract owners.
3.5 The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Fund will not hold annual meetings but will hold such
special meetings as may be necessary from time to time. Further, the Fund will
act in accordance with the SEC interpretation of the requirements of Section
16(a) with respect to periodic elections of directors or trustees and with
whatever rules the SEC may promulgate with respect thereto.
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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
five calendar days prior to its use. The Underwriter reserves the right, on
behalf of each Fund, to reasonably object to any such literature or material
within two Business Days of receipt of such literature or material and no such
literature or material shall be used if the Underwriter so objects, provided
that if the Underwriter objects after the deadlines described above, the
Underwriter shall be responsible for all related costs in reprinting and
distributing any such materials, as well as any other related costs. However, if
the Underwriter fails to object in writing within two Business Days after
receipt, the Underwriter will be deemed not to have objected. Such approval
process shall not apply to subsequent usage of materials that are substantially
similar to prior approved materials.
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
prospectus for the Fund shares, as such registration statement and 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 Underwriter shall furnish, or shall cause to be furnished, to the
Company or its designee, each piece of sales literature or other promotional
material in which the Company or any Separate Account is named, at least five
calendar days prior to its use. No such literature or material shall be used
without prior approval from the Company or its designee, however, the failure to
object in writing within two Business Days will be deemed approval. Such
approval process shall not apply to subsequent usage of materials that are
substantially similar to prior approved materials.
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
Separate Account, or the Contracts other than the information or representations
contained in the Contracts, a disclosure document, registration statement or
prospectus for the Contracts (if applicable), as such registration statement and
prospectus may be amended or supplemented from time to time, or in published
reports for each Separate Account which are in the public domain or approved by
the Company for distribution to Contract owners or participants, or in sales
literature or other promotional material approved by the Company, except with
the permission of the Company.
4.5 The Underwriter will provide to the Company at least one complete copy of
all prospectuses, statements of additional information, reports to shareholders,
proxy statements, and all amendments to any of the above, that relate to the
Fund or its shares, promptly after the filing of such document with the SEC or
other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all
prospectuses, statements of additional information, reports, solicitations for
voting instructions, and all amendments to any of the above, if applicable to
the investment in a Separate Account or Contract, promptly after the filing of
such document with the SEC or other regulatory authorities.
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4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, Internet, 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, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund, AGIS, the Underwriter or the
Adviser and that all use of any designation comprised in whole or part or such
names or marks under this Agreement shall inure to the benefit of those
respective entities. Except as provided in Section 4.1, the Company shall not
use any such names or marks on its own behalf or on behalf of a Separate Account
in connection with marketing the Contracts without prior written consent of the
Fund and the Underwriter. Upon termination of this Agreement for any reason, the
Company shall cease all use of any such names or marks.
4.9 AGIS and the Underwriter agree and acknowledge that each has no right,
title or interest in the names and marks of the Company, and that all use of any
designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Company. Except as provided in
Section 4.3, the Fund and Underwriter shall not use any such names or marks on
its own behalf or on behalf of a Fund in connection with marketing the Fund
without prior written consent of the Company. Upon termination of this Agreement
for any reason, the Fund and Underwriter shall cease all use of any such names
or marks.
ARTICLE V. Fees
5.1 AGIS and the Underwriter shall pay the fees provided for in the attached
SCHEDULE B.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the
Underwriter and each of their respective trustees, directors, officers,
employees or agents and each person, if any, who controls the Fund or
the Underwriter within the meaning of section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section
6.1) against any and all losses, claims, expenses, damages, liabilities
(including amounts paid in settlement with the written consent of the
Company) or litigation (including reasonable legal and other expenses),
to which any of 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 statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or statement of
information for the Contracts or contained in the Contracts or
sales literature or other
9
promotional material 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 an Indemnified Party
if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with
information furnished by such Indemnified Party or the Fund to
the Company on behalf of the Fund for use in the registration
statement, prospectus or statement of additional information 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
(ii) arise out of or as a result of (a) statements or representations
by or on behalf of the Company (other than statements or
representations contained in the Fund registration statement, Fund
prospectus or sales literature or other promotional material of
the Fund not supplied by the Company, or persons under its control
and other than statements or representations authorized by the
Fund, the Underwriter or the Adviser); or (b) the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty 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 the Fund
registration statement, Fund prospectus, statement of additional
information or sales literature or other promotional material 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 or the Underwriter by the Company or persons under its
control; or
(iv) arise as a result of any material failure by the Company to
provide the services or 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
by the Company of this Agreement; except to the extent provided in
Sections 6.1(b) and 6.3 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
(c) In accordance with Section 6.3 hereof, 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.
6.2 Indemnification By the Underwriter
(a) The Underwriter agrees, with respect to each Portfolio that it
distributes, to indemnify and hold harmless the Company and each of
its directors, officers, employees or agents and each person, if
any, who controls the Company within the meaning of section 15 of
the 1933 Act (collectively, the "Indemnified Parties" for purposes
of this Section 6.2) against any and all losses, claims, expenses,
damages, liabilities (including amounts paid in settlement with the
written consent of the
10
Underwriter) or litigation (including reasonable 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 shares of the Portfolios 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, prospectus or statement of additional
information for the Fund or sales literature or other promotional
material 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 by such Indemnified Party
or the Company to the Fund or the Underwriter on behalf of the
Company for use in the registration statement, prospectus or
statement of additional information for the Fund or in sales
literature of the Fund (or any amendment or supplement thereto) or
otherwise for use in connection with the sale of the Contracts or
the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
[by the Underwriter] (other than statements or representations
contained in the registration statement, prospectus or sales
literature for the Contracts not supplied by the Fund or the
Underwriter or persons under their respective control and other
than statements or representations authorized by the Company); or
(b) the willful misfeasance, bad faith, gross negligence or
reckless disregard of duty of the Fund or the Underwriter or
persons under the control of the Fund or the Underwriter,
respectively, with respect to the sale or distribution of the
Contracts or Portfolio shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement,
prospectus, statement of additional information or sales
literature or other promotional material with respect to 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 and in conformity with
information furnished to the Company by the Fund or the
Underwriter or persons under the control of the Fund or the
Underwriter, respectively; or
(iv) arise as a result of any material failure by the Fund or the
Underwriter to provide the services or 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; except to the extent
provided in Sections 6.2(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
11
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Underwriter 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 Separate Accounts.
6.3 Indemnification By AGIS
(a) AGIS agrees, with respect to each for Fund for which it serves as
transfer agent, to indemnify and hold harmless the Company and each
of its directors, officers, employees or agents and each person, if
any, who controls the Company within the meaning of section 15 of
the 1933 Act (collectively, the "Indemnified Parties" for purposes
of this Section 6.2) against any and all losses, claims, expenses,
damages, liabilities (including amounts paid in settlement with the
written consent of AGIS) or litigation (including reasonable 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, expenses, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related
to the obligations of AGIS under this Agreement:
(i) arise out of or as a result of (a) statements or representations
AGIS (other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by AGIS or persons under their respective
control and other than statements or representations authorized by
the Company); or (b) the willful misfeasance, bad faith, gross
negligence or reckless disregard of duty AGIS or persons under the
control of AGIS with respect to the sale or distribution of the
Contracts or Portfolio shares; or
(ii) arise out of any untrue statement or alleged untrue statement of a
material fact by AGIS or contained in a registration statement,
prospectus, statement of additional information or sales
literature or other promotional material with respect to 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 and in conformity with
information furnished to the Company by AGIS or persons under the
control of AGIS; or
(iii) arise as a result of any material failure by the Fund or AGIS to
provide the services or furnish the materials under the terms of
this Agreement; or
(iv) arise out of or result from any material breach of any
representation and/or warranty made by AGIS in this Agreement or
arise out of or result from any other material breach of this
Agreement by AGIS; except to the extent provided in Sections
6.3(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify AGIS 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 Separate
Accounts.
12
6.4 Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article
VI ("Indemnifying Party" for the purpose of this Section 6.4) shall
not be liable under the indemnification provisions of this Article
VI with respect to any claim made against a party entitled to
indemnification under this Article VI ("Indemnified Party" for the
purpose of this Section 6.) unless such Indemnified Party shall have
notified the Indemnifying Party 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 party shall have received notice of such
service on any designated agent), but failure to notify the
Indemnifying Party of any such claim shall not relieve the
Indemnifying Party from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than
on account of the indemnification provision of this Article VI. In
case any such action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate, at its own
expense, in the defense thereof. The Indemnifying Party also shall
be entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from the Indemnifying
Party to the Indemnified Party of the Indemnifying Party's election
to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by the
Indemnified Party, and the Indemnifying Party 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,
unless:
(i) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any
impleaded parties) include both the Indemnifying Party and
the Indemnified Party and representation of both parties by
the same counsel would be inappropriate due to actual or
potential differing interests between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
7.2 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 statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. Termination
8.1 This Agreement shall terminate:
(a) at the option of any party upon six months' advance written notice
to the other parties unless otherwise agreed in a separate written
agreement among the parties; or
13
(b) at the option of the Fund, the Underwriter or AGIS upon institution
of formal proceedings against the Company by the NASD, NASD
Regulation, Inc. ("NASDR"), the SEC, the insurance commission of any
state or any other regulatory body regarding the Company's duties
under this Agreement or related to the sale of the Contracts, the
administration of the Contracts, the operation of the Separate
Accounts, or the purchase of the Fund shares, which in the judgment
of the Fund, the Underwriter or AGIS are reasonably likely to have a
material adverse effect on the Company's ability to perform its
material obligations under this Agreement; or
(c) at the option of the Company upon institution of formal proceedings
against the Fund, the Underwriter or AGIS by the NASD, NASDR, the
SEC, or any state securities or insurance department or any other
regulatory body, related to the purchase or sale of the Fund shares
or the operation of the Fund which in the judgment of the Company
are reasonably likely to have a material adverse effect on the
Underwriter's, the Fund's or AGIS' ability to perform its material
obligations under this Agreement; or
(d) at the option of the Company if a Portfolio delineated in SCHEDULE A
ceases to qualify as a Regulated Investment Company under Subchapter
M of the Code (a "RIC"), or under any successor or similar provision,
and the disqualification is not cured within the period permitted for
such cure, or if the Company reasonably believes that any such
Portfolio may fail to so qualify and be unable to cure such
disqualification within the period permitted for such cure; or
(e) at the option of any party to this Agreement, upon another party's
material breach of any provision of this Agreement; provided that
the party not in breach shall give the party in breach notice of the
breach and the party in breach shall not cure such breach within 30
days of receipt of such notice of breach; or
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund, the
Underwriter or AGIS has suffered a material adverse change in its
business, operations or financial condition since the date of this
Agreement or is the subject of material adverse publicity which is
likely to have a material adverse impact upon the business and
operations of the Company; or
(g) at the option of the Fund, the Underwriter or AGIS if the Fund, the
Underwriter or the Adviser respectively, shall determine in its sole
judgment exercised in good faith, that the Company has suffered a
material adverse change in its business, operations or financial
condition since the date of this Agreement or is the subject of
material adverse publicity which is likely to have a material
adverse impact upon the business and operations of the Fund the
Underwriter or AGIS.
8.2 Notice Requirement
(a) In the event that any termination of this Agreement is based upon
the provisions of Sections 8.1(b), 8.1(c) or 8.1(d), prompt written
notice of the election to terminate this Agreement for cause shall
be furnished by the party terminating the Agreement to the
non-terminating parties, with said termination to be effective upon
receipt of such notice by the non-terminating parties; provided that
for any termination of this Agreement based on the provisions of
Section 8.1(d), said termination shall be effective upon the
Portfolio's failure to qualify as a RIC and to cure such
disqualification within the period permitted for such cure.
14
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(f) or 8.1(g), prior written notice of the
election to terminate this Agreement for cause shall be furnished by
the party terminating this Agreement to the non-terminating parties.
Such prior written notice shall be given by the party terminating this
Agreement to the non-terminating parties at least 60 days before the
effective date of termination.
8.3 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
8.4 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to Section
8.1(a) through 8.1(g) of this Agreement and subject to Section 1.2 of
this Agreement, the Company may require the Fund and the Underwriter to
continue to make available additional shares of the Fund for so long
after the termination of this Agreement as the Company desires pursuant
to the terms and conditions of this Agreement as provided in paragraph
(b) below, 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 an applicable regulatory body. Specifically, without
limitation, the owners of the Existing Contracts shall be permitted to
direct reallocation of investments in the Fund, redeem investments in
the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts unless such further sale
of Fund shares is proscribed by law, regulation or an applicable
regulatory body.
(b) Fund and/or Underwriter shall remain obligated to pay Company the fee
in effect as of the date of termination for so long as shares are held
by the Accounts and Company continues to provide services to the
Accounts. Such fee shall apply to shares purchased both prior to and
subsequent to the date of termination. This Agreement, or any provision
thereof, shall survive the termination to the extent necessary for each
party to perform its obligations with respect to shares for which a fee
continues to be due subsequent to such termination.
ARTICLE IX. Notices
9.1 (a) Any notice shall be deemed duly given only if sent by hand or
overnight express delivery, evidenced by written receipt or by certified mail,
return receipt requested, 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. All notices shall be deemed given the date
received or rejected by the addressee.
15
If to the Company:
Hartford Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Vice President, Investment Products Division
with a copy to:
General Counsel
Hartford Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to the Underwriter:
Alliance Fund Distributors, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Esq.
If to AGIS:
Alliance Global Investor Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Strategic Alliance Dept.
16
ARTICLE X Miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the Contracts and all
other information reasonably identified as such in writing by any other party
hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information without the express prior
written consent of the affected party until such time as it may come into the
public domain.
10.2 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
10.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
10.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, NASDR and state insurance regulators) and shall permit each other and such
authorities (and the parties hereto) reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby. Notwithstanding the foregoing, each party
hereto further agrees to furnish the California Insurance Commissioner with any
information or reports in connection with services provided under this Agreement
which such Commissioner may request in order to ascertain whether the insurance
operations of the Company are being conducted in a manner consistent with the
California laws and regulations.
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors [ILLEGIBLE] rights
and to general equity principles; (b) the party has obtained, and during the
term of this Agreement will maintain, all authorizations, licenses,
qualifications or registrations required to be maintained in connection with the
performance of its duties under this Agreement; and (c) the party will comply in
all material respects with all applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Portfolios of the Fund.
17
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY ALLIANCE FUND DISTRIBUTORS, INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------ ------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President Title: Senior Vice President and
General Counsel
ALLIANCE GLOBAL INVESTOR SERVICES, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President and
General Counsel
18
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, ▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC
PORTFOLIOS
Class A shares of:
Alliance Growth & Income
Alliance Balanced Shares
Alliance Premier Growth
Alliance Worldwd Priv
Alliance Bond Corp Bond
Any other Portfolio agreed to by the parties.
19
SCHEDULE B
In consideration of the services provided by the Company, AGIS or the
Underwriter agrees to pay the Company or its Broker-Dealer affiliate if
appropriate, an amount equal to the following basis points per annum on the
average aggregate amount invested by the Company's Separate Account(s) in each
Portfolio under the
Retail Fund Participation Agreement, such amounts to be paid
within 30 days of the end of each calendar quarter.
REVENUE
PORTFOLIO SHARING 12B-1 FEES
------------------------------------------------------------------------------
Alliance Growth & Income (0.20)% (0.25)%
Alliance Balanced Shares (0.20)% (0.25)%
Alliance Premier Growth (0.20)% (0.25)%
Alliance Worldwd Priv (0.20)% (0.25)%
Alliance Bond Corp Bond (0.20)% (0.25)%
00250.259 #256121
20
FIRST AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
Between
ALLIANCE GLOBAL INVESTOR SERVICES, INC.
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of May, 2002 between
HARTFORD LIFE INSURANCE COMPANY ("Company"), and ALLIANCE GLOBAL INVESTOR
SERVICES, INC., ("AGIS") a Delaware Corporation, and ALLIANCE FUND DISTRIBUTORS,
INC., (the "Underwriter") a Delaware corporation.
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedule A and Schedule
B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY ALLIANCE GLOBAL INVESTOR SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
--------------------------- ---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President Title: Senior Vice President and
General Counsel
Date: 5-8-02 Date:
ALLIANCE FUND DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President and
General Counsel
Date:
1
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, ▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven
PORTFOLIOS
Class A shares of:
Alliance Growth & Income Fund
Alliance Balanced Shares
Alliance Premier Growth Fund
Alliance Worldwide Privatization Fund
Alliance Bond Fund Corporate Bond Portfolio
Alliance Quasar Fund
Alliance Technology Fund
Any other Portfolio agreed to by the parties.
2
SCHEDULE B
In consideration of the services provided by the Company, AGIS or the
Underwriter agrees to pay the Company or its broker-dealer affiliate, if
appropriate, an amount equal to the following basis points per annum on the
total average aggregate amount invested by the Company's Separate Accounts in
each portfolio under the
Retail Fund Participation Agreement, such amounts to be
paid within 30 days of the end of each calendar quarter.
PORTFOLIO SERVICE FEES 12B-1 FEES
---------------------------------------------------------------------------------------------------------------------------
Alliance Growth & Income Fund
Alliance Balanced Shares
Alliance Premier Growth Fund 25 basis points (0.25)% 25 basis points (0.25)%
Alliance Worldwide Privatization Fund
Alliance Bond Fund Corporate Bond Portfolio
Alliance Quasar Fund
Alliance Technology Fund
3
SECOND AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
Between
ALLIANCE GLOBAL INVESTOR SERVICES, INC.,
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.,
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of October, 2004
between HARTFORD LIFE INSURANCE COMPANY ("Company"), and ALLIANCE GLOBAL
INVESTOR SERVICES, INC., ("AGIS") an open-end diversified management investment
company organized under the laws of Delaware, and ALLIANCEBERNSTEIN INVESTMENT
RESEARCH AND MANAGEMENT, INC., (formerly known as Alliance Fund Distributors,
Inc., (the "Underwriter")) a Delaware corporation.
WHEREAS, the parties have entered into a
Retail Fund Participation Agreement
dated as of July 2, 2001, (the "Agreement"), pursuant to which the Company
performs administrative services on behalf of certain mutual fund shares
registered under the Investment Company Act of 1940 (the "Funds") that are
investment options for certain group variable annuity contracts and group
funding arrangements issued by the Company in connection with qualified employee
benefit plans (the "Plans"); and
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds, and to make other changes.
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedule A and Schedule
B.
2. Article I is amended by adding the following new Section 1.12 after Section
1.11:
1.12 The Company hereby represents and warrants that it has adopted
and implemented internal controls reasonably designed to
prevent orders for the purchase or redemption of Fund Shares
("Orders") received after the NAV Calculation Time on any
Business Day from being submitted to AGIS as or with Orders
received prior to the NAV Calculation Time on such Business
Day.
3. Article X is amended by adding the following new Section 10.9 after Section
10.8:
10.9 MARKET TIMING. The Company agrees that all purchases and
redemptions will be subject to the limitations and restrictions
in the applicable fund prospectus. In the event that it should
come to the Company's attention that any Plan or any
Participant in a Plan is engaging in a pattern of purchases,
redemptions and/or
1
exchanges of shares of a Fund that may evidence "market
timing," as defined by the applicable fund prospectus, the
Company shall notify AGIS of such pattern. The Company agrees
to cooperate fully with AGIS for the purpose of deterring
"market timing," and will upon request furnish to AGIS such
information as AGIS may consider necessary or desirable to
review the possible existence and extent of "market timing" by
any Plan or Participant. The Company agrees that it will work
with contract owners to deter and/or terminate any pattern of
trading that AGIS considers to be "market timing".
4. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY ALLIANCEBERNSTEIN INVESTMENT RESEARCH &
MANAGEMENT, INC.
By: /s/ J Davey By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- ---------------------------
Name: J Davey Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Secretary
Date: 10-4-04 Date: 10/4/04
ALLIANCE GLOBAL INVESTOR SERVICES,
INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
Date: 10/4/04
2
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, ▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven
PORTFOLIOS
CLASS R SHARES OF:
Alliance Growth & Income Fund
Alliance Balanced Shares
CLASS A SHARES OF:
Alliance Growth & Income Fund
Alliance Balanced Shares
Alliance Premier Growth Fund
Alliance Worldwide Privatization Fund
Alliance Bond Fund Corporate Bond Portfolio
Alliance Quasar Fund
Alliance Technology Fund
Any other Portfolio agreed to by the parties.
3
THIRD AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
Between
ALLIANCE GLOBAL INVESTOR SERVICES, INC.,
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.,
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the day of , 2005 between
HARTFORD LIFE INSURANCE COMPANY ("Company"), and ALLIANCE GLOBAL INVESTOR
SERVICES, INC., ("AGIS") a Delaware corporation, and ALLIANCEBERNSTEIN
INVESTMENT RESEARCH AND MANAGEMENT, INC., (formerly known as Alliance Fund
Distributors, Inc., (the "Underwriter")) a Delaware corporation.
WHEREAS, the parties have entered into a
Retail Fund Participation Agreement
dated as of July 2, 2001, (the "Agreement"), pursuant to which the Company
performs administrative services on behalf of certain mutual fund shares
registered under the Investment Company Act of 1940 (the "Funds") that are
investment options for certain group variable annuity contracts and group
funding arrangements issued by the Company in connection with certain retirement
plans intended to meet the qualification requirements of Section 401, 403(b) or
457 of the Internal Revenue Code of 1986, as amended, (the "Plans"); and
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds.
NOW, THEREFORE, the parties agree as follows:
Schedules A and B shall be replaced by the attached Schedule A and Schedule B.
1
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Date: 2/25/05
ALLIANCE GLOBAL INVESTOR SERVICES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
Date: Feb 1, 2005
ALLIANCEBERNSTEIN INVESTMENT RESEARCH &
MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
Date: Feb 1, 2005
2
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, ▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven
PORTFOLIOS
CLASS R SHARES OF:
AllianceBernstein Growth & Income Fund
AllianceBernstiein Balanced Shares
AllianceBernstein Large Cap Growth Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
Any other Portfolio agreed to by the parties
CLASS A SHARES OF:
AllianceBernstein Growth & Income Fund
AllianceBernstein Balanced Shares
AllianceBernstein Large Cap Growth Fund
AllianceBernstein Worldwide Privatization Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Cap Fund -- Small Cap Growth Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
AllianceBernstein Mid-Cap Growth Fund
Any other Portfolio agreed to by the parties.
3
SCHEDULE A (CONT)
PORTFOLIOS
ADVISOR CLASS SHARES OF:
AllianceBernstein Growth & Income Fund
AllianceBernstiein Balanced Shares
AllianceBernstein Large Cap Growth Fund
AllianceBernstein Worldwide Privatization Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Cap Fund -- Small Cap Growth Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
AllianceBernstein Mid Cap Growth Fund
Any other Portfolio agreed to by the parties
4
SCHEDULE B
In consideration of the services provided by the Company, AGIS or the
Underwriter agrees to pay the Company or its broker-dealer affiliate, if
appropriate, an amount equal to the following basis points per annum on the
total average aggregate amount invested by the Company's Separate Accounts in
each portfolio under the
Retail Fund Participation Agreement, such amounts to be
paid within 30 days of the end of each calendar quarter.
CLASS A SHARES:
PORTFOLIO SERVICE FEES 12B-1 FEES
----------------------------------------------------------------------------------------------------------------------
AllianceBernstein Growth & Income Fund
AllianceBernstein Balanced Shares
AllianceBernstein Large Cap Growth Fund 25 basis points (0.25)% 25 basis points (0.25)%
AllianceBernstein Worldwide Privatization Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Cap Fund -- Small Cap Growth Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
AllianceBernstein Mid-Cap Growth Fund
CLASS R SHARES:
PORTFOLIO SERVICE FEES 12B-1 FEES
----------------------------------------------------------------------------------------------------------------------
AllianceBernstein Growth & Income Fund 25 basis points (0.25)% 50 basis points (0.50)%
AllianceBernstein Balanced Shares
AllianceBernstein Large Cap Growth Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
5
SCHEDULE B (CONT)
ADVISOR CLASS SHARES:
PORTFOLIO SERVICE FEES 12B-1 FEES
----------------------------------------------------------------------------------------------------------------------
AllianceBernstein Growth & Income Fund
AllianceBernstein Balanced Shares
AllianceBernstein Large Cap Growth Fund 25 basis points (0.25)% None
AllianceBernstein Worldwide Privatization Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Cap Fund -- Small Cap Growth Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
AllianceBernstein Mid-Cap Growth Fund
6
THIRD AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
Between
ALLIANCE GLOBAL INVESTOR SERVICES, INC.,
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.,
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 16th day of Dec, 2005 between
HARTFORD LIFE INSURANCE COMPANY ("Company"), and ALLIANCE GLOBAL INVESTOR
SERVICES, INC., ("AGIS") a Delaware corporation, and ALLIANCEBERNSTEIN
INVESTMENT RESEARCH AND MANAGEMENT, INC., (formerly known as Alliance Fund
Distributors, Inc., (the "Underwriter")) a Delaware corporation.
WHEREAS, the parties have entered into a Retail Fund Participation Agreement
dated as of July 2, 2001, (the "Agreement"), pursuant to which the Company
performs administrative services on behalf of certain mutual fund shares
registered under the Investment Company Act of 1940 (the "Funds") that are
investment options for certain group variable annuity contracts and group
funding arrangements issued by the Company in connection with certain retirement
plans intended to meet the qualification requirements of Section 401, 403(b) or
457 of the Internal Revenue Code of 1986, as amended, (the "Plans"); and
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds.
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedule A and
Schedule B.
2. Schedule C -- Services to be Performed by the Company -- is hereby
added to the Agreement.
1
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Date:
ALLIANCE GLOBAL INVESTOR SERVICES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
Date: 12/16/05
ALLIANCEBERNSTEIN INVESTMENT RESEARCH &
MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
Date: 12/16/05
2
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, ▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven
PORTFOLIOS
CLASS R SHARES OF:
AllianceBernstein Growth & Income Fund
AllianceBernstiein Balanced Shares
AllianceBernstein Large Cap Growth Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
Any other Portfolio agreed to by the parties
CLASS A SHARES OF:
AllianceBernstein Growth & Income Fund
AllianceBernstein Balanced Shares
AllianceBernstein Large Cap Growth Fund
AllianceBernstein Worldwide Privatization Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Cap Fund -- Small Cap Growth Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
AllianceBernstein Mid-Cap Growth Fund
Any other Portfolio agreed to by the parties.
3
SCHEDULE A (CONT)
PORTFOLIOS
ADVISOR CLASS SHARES OF:
AllianceBernstein Growth & Income Fund
AllianceBernstiein Balanced Shares
AllianceBernstein Large Cap Growth Fund
AllianceBernstein Worldwide Privatization Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Cap Fund -- Small Cap Growth Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
AllianceBernstein Mid Cap Growth Fund
Any other Portfolio agreed to by the parties
4
SCHEDULE B
In consideration of the services provided by the Company, AGIS or the
Underwriter agrees to pay the Company or its broker-dealer affiliate, if
appropriate, an amount equal to the following basis points per annum on the
total average aggregate amount invested by the Company's Separate Accounts in
each portfolio under the Retail Fund Participation Agreement, such amounts to be
paid within 30 days of the end of each calendar quarter.
CLASS A SHARES:
PORTFOLIO SERVICE FEES 12B-1 FEES
----------------------------------------------------------------------------------------------------------------------
AllianceBernstein Growth & Income Fund
AllianceBernstein Balanced Shares
AllianceBernstein Large Cap Growth Fund 25 basis points (0.25)% 25 basis points (0.25)%
AllianceBernstein Worldwide Privatization Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Cap Fund -- Small Cap Growth Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
AllianceBernstein Mid-Cap Growth Fund
CLASS R SHARES:
PORTFOLIO SERVICE FEES 12B-1 FEES
----------------------------------------------------------------------------------------------------------------------
AllianceBernstein Growth & Income Fund 25 basis points (0.25)% 50 basis points (0.50)%
AllianceBernstein Balanced Shares
AllianceBernstein Large Cap Growth Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
5
SCHEDULE B (CONT)
ADVISOR CLASS SHARES:
PORTFOLIO SERVICE FEES 12B-1 FEES
----------------------------------------------------------------------------------------------------------------------
AllianceBernstein Growth & Income Fund
AllianceBernstein Balanced Shares
AllianceBernstein Large Cap Growth Fund 25 basis points (0.25)% None
AllianceBernstein Worldwide Privatization Fund
AllianceBernstein Bond Fund -- Corporate Bond Portfolio
AllianceBernstein Cap Fund -- Small Cap Growth Portfolio
AllianceBernstein Global Technology Fund
AllianceBernstein Trust -- International Value Fund
AllianceBernstein Trust -- Small/Mid Cap Value Fund
AllianceBernstein Trust -- Value Fund
AllianceBernstein Mid-Cap Growth Fund
6
SCHEDULE C
SERVICES TO BE PERFORMED BY THE COMPANY
Services to be performed include:
(a) assist in processing customer purchase and redemption requests;
(b) answer customer inquiries regarding account status and history;
(c) assist customers in designating and changing account designations
and addresses;
(d) provide periodic statements showing a customer's account balances;
(e) furnish statements and confirmations of all purchases and redemption
requests as may be required by applicable law;
(f) process customer purchase and redemption requests for Shares and
placing purchase and redemption instructions with the Funds'
transfer agent; and
(g) provide sub-accounting services and maintain accurate sub-accounting
records regarding Shares beneficially owned by Customers.
7
FOURTH AMENDMENT TO RETAIL FUND PARTICIPATION AGREEMENT
Between
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.,
ALLIANCEBERNSTEIN INVESTMENTS, INC.
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of May, 20 between
HARTFORD LIFE INSURANCE COMPANY (the "Company"), and ALLIANCEBERNSTEIN INVESTOR
SERVICES, INC., (formerly known as Alliance Global Investor Services, Inc.,
"ABIS") a Delaware Corporation, and ALLIANCEBERNSTEIN INVESTMENTS, INC.,
(formerly known as AllianceBernstein Investment Research and Management, Inc.,
the "Underwriter") a Delaware corporation.
WHEREAS, the parties have entered into a Retail Fund Participation Agreement
dated as of July 2, 2001, (the "Agreement"), pursuant to which the Company
performs administrative services on behalf of certain mutual fund shares
registered under the Investment Act of 1940 (the "Funds") that are investment
options for certain group funding arrangements issued by the Company in
connection with certain retirement plans intended to meet the qualification
requirements of Section 401, 403(b) or 457 of the Internal Revenue Code of 1986,
as amended, (the "Plans"); and
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedule A and Schedule
B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
Date: 8/7/06
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
1
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
Date: 8/3/06
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
Date: 8/3/06
2
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, ▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇
403 AND 157 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Two, Separate
Account Eleven
PORTFOLIOS
ALL CLASS A SHARES
ALL CLASS R SHARES
ALL ADVISOR CLASS SHARES
3
SCHEDULE B
In consideration of the services provided by the Company, ALLIANCEBERNSTEIN
INVESTOR SERVICES, INC. AND ALLIANCEBERNSTEIN INVESTMENTS, INC., agrees to pay
the Company an amount equal to the following basis points per annum on the total
average aggregate amount invested by the Company's Separate Account(s) in each
Portfolio under the Retail Fund Participation Agreement, such amounts to be paid
within 30 days of the end of each calendar quarter.
PORTFOLIO SERVICE FEES 12B-1 FEES
-----------------------------------------------------------------
ALL CLASS A SHARES 0.25% 0.25%
ALL CLASS R SHARES 0.25% 0.50%
ALL ADVISOR CLASS SHARES 0.25% None
4
FIFTH AMENDMENT TO RETAIL FUND PARTICIPATION AGREEMENT
AMONG
HARTFORD LIFE INSURANCE COMPANY
AND
ALLIANCEBERNSTEIN INVESTMENTS, INC.,
AND
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
THIS AMENDMENT dated December 10, 2010 (the "Amendment") to the Retail Fund
Participation Agreement dated July 2, 2001, as amended, (the "Agreement") is
made and entered into by and among ALLIANCEBERNSTEIN INVESTMENTS, INC, (formerly
known as AllianceBernstein Investment Research and Management, Inc.)
("Underwriter"), a Delaware corporation, ALLIANCEBERNSTEIN INVESTOR SERVICES,
INC., (formerly known as Alliance Global Investor Services, Inc.) ("ABIS"), a
Delaware corporation, and HARTFORD LIFE INSURANCE COMPANY ("Company").
WHEREAS, the parties desire to amend the Agreement to change the compensation in
SCHEDULE B;
NOW, THEREFORE, pursuant to Section 10.8 of the Agreement, the parties hereby
amend the Agreement as follows:
1. SCHEDULE B is hereby deleted and, in lieu thereof, replaced with the new
SCHEDULE B attached hereto.
2. In all other respects, the terms of the Agreement remain in full force and
effect.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly
authorized officers as of the first date written above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
2
SCHEDULE B
In consideration of the services provided by the Company, ABIS or the
Underwriter agrees to pay the Company or it broker-dealer affiliate, if
appropriate, an amount equal to the following basis points per annum on the
total average aggregate amount invested by the Company's Separate Account(s) in
each Portfolio under the Retail Fund Participation Agreement, such amounts to be
paid within 30 days of the end of each calendar quarter.
PORTFOLIO SERVICE FEES 12B-1 FEES
--------------------------------------------------------------------------------
ALL CLASS A SHARES EXCEPT EXCHANGE RESERVES 0.30% 0.25%
ALL CLASS R SHARES EXCEPT EXCHANGE RESERVES 0.30% 0.50%
ALL CLASS ADVISOR CLASS SHARES EXCEPT
EXCHANGE RESERVES 0.30% None
The parties understand and agree that Service Fees shall only be payable with
respect to defined contribution plans. For the avoidance of doubt, ABIS shall
not pay Service Fees with respect to defined benefit plans.
The Company shall calculate the amount of each quarterly payment and shall
deliver to ABIS a quarterly statement showing the calculation of the amount of
Service Fees payable to the Company for the quarter, along with such other
supporting data as may be reasonably requested by ABIS,
3