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FUND PARTICIPATION AGREEMENT
Among
[FUND],
[DISTRIBUTOR],
[ADVISER],
And
[HARTFORD LIFE INSURANCE COMPANY]
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TABLE OF CONTENTS
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Page
<S> <C> <C>
ARTICLE I. Fund Shares
ARTICLE II. Representations and Warranties
ARTICLE III. Prospectuses, Reports to
Shareholders and Proxy Statements;
Voting
ARTICLE IV. Sales Material and Information
ARTICLE V. Diversification
ARTICLE VI. Potential Conflicts
ARTICLE VII. Indemnification
ARTICLE VIII. Applicable Law
ARTICLE IX. Termination
ARTICLE X. Notices
ARTICLE XI. Miscellaneous
SCHEDULE A Separate Accounts and Contracts
SCHEDULE B Participating Series
</TABLE>
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FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made as of this ___ day of ____________, 2000 by and
among Hartford Life Insurance Company ("Hartford"); a Connecticut corporation,
on its behalf and on behalf of each separate account set forth on SCHEDULE A
attached as it may be amended from time to time (the "Separate Accounts");
___________________ (the "Fund"); ___________________ (the "Distributor"); and
___________________ (the "Adviser").
WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established by insurance companies for life insurance policies
and annuity contracts; and
WHEREAS, the Distributor is registered as a broker/dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), is a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD") and serves as principal underwriter of the shares of the Fund; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws and serves as the investment adviser to the Fund; and
WHEREAS, the Fund intends to make available shares of its series set
forth on SCHEDULE B, as it may be amended from time to time by mutual agreement
of the parties (the "Series"), to the Separate Accounts of Hartford; and
WHEREAS, Hartford is an insurance company which has registered or will
register the variable annuities and/or variable life insurance policies listed
in Schedule A under the Securities Act of 1933 (the "1933 Act") and the
Investment Company Act of 1940 (the "1940 Act"), unless exempt from such
registration, to be issued by Hartford for distribution (the "Contracts"); and
NOW, THEREFORE, in consideration of their mutual promises, Hartford,
the Fund, the Distributor and the Adviser agree as follows:
ARTICLE I. FUND SHARES
1.1 The Fund and the Distributor agree to make shares of the Series
available for purchase on each Business Day by the Separate Accounts. The Fund
will execute orders placed for each Separate Account on a daily basis at the
net asset value of each Series next computed after receipt by the Fund or its
designee of such order.
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A. For purposes of this Agreement, Hartford shall be the designee
of the Fund and Distributor for receipt of orders from each Separate Account
and receipt by Hartford constitutes receipt by the Fund, provided that the Fund
receives notice of orders by 9:30 a.m. (Eastern time) on the next following
Business Day.
B. For purposes of this Agreement, "Business Day" shall mean any
day on which the New York Stock Exchange is open for trading and on which the
Fund calculates the net asset value of each Series pursuant to the rules of the
Securities and Exchange Commission ("SEC"), as set forth in the Series'
prospectus.
1.2 The Board of Directors of the Fund (the "Board"), acting in good faith
and in the exercise of its fiduciary responsibilities, may refuse to permit the
Fund to sell shares of any Series to any person, or suspend or terminate the
offering of shares of any Series if such action is required by law or by
regulatory authorities having jurisdiction over the sale of shares.
1.3 The Fund and the Distributor agree that shares of the Fund or any of its
Series will be sold only to insurance companies for use in conjunction with
variable life insurance policies or variable annuities. No shares of the Fund
or any of its Series will be sold to the general public.
1.4 The Fund and the Distributor agree to redeem for cash, at Hartford's
request, any full or fractional shares of the Series held by the Separate
Accounts, on a daily basis at the net asset value next computed after receipt
by the Fund or its designee of the request for redemption.
A. For the purposes of this Agreement, Hartford shall be the
designee of the Fund for receipt of redemption requests from each Separate
Account and receipt by Hartford constitutes receipt by the Fund, provided that
the Distributor receives notice of the redemption request by 9:30 a.m. (Eastern
time) on the next following Business Day.
1.5 Hartford agrees that purchases and redemptions of Series shares offered
by the then current prospectus of the Series shall be made in accordance with
the provisions of the prospectus.
A. Hartford will place separate orders to purchase or redeem
shares of each Series. Each order shall describe the net amount of shares and
dollar amount of each Series to be purchase or redeemed.
B. In the event of net purchases, Hartford will pay for shares
before 3:00 p.m. (Eastern time) on the next Business Day after receipt of an
order to purchase shares.
C. In the event of net redemptions, the Fund shall pay the
redemption proceeds in federal funds transmitted by wire before 3:00 p.m.
(Eastern time) on the next Business Day after an order to redeem Fund shares is
made.
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1.6 Issuance and transfer of the Series' shares will be by book entry only.
Share certificates will not be issued to Hartford or any Separate Account.
Shares purchased will be recorded in an appropriate title for each Separate
Account or the appropriate sub-account of each Separate Account. The Fund shall
furnish to Hartford the CUSIP number assigned to each Series identified in
Schedule B attached as may be amended from time to time.
1.7 The Distributor shall notify Hartford in advance of any dividends or
capital gain distributions payable on the Series' shares, but by no later than
same day notice by 6:00 p.m. Eastern time (by wire or telephone, followed by
written confirmation). Hartford elects to reinvest all such dividends and
capital gain distributions in additional shares of that Series. The Fund shall
notify Hartford of the number of shares issued as payment of dividends and
distributions. Hartford reserves the right to revoke this election and to
receive all such dividends and capital gain distributions in cash.
1.8 The Distributor shall make the net asset value per share of each Series
available to Hartford on a daily basis as soon as reasonably practical after
the net asset value per share is calculated. The Fund shall use its best
efforts to make such net asset value per share available by 6:00 p.m. Eastern
time.
A. If the Distributor provides materially incorrect share net
asset value information through no fault of Hartford, the Separate Accounts
shall be entitled to an adjustment with respect to the Series shares purchased
or redeemed to reflect the correct net asset value per share.
B. The determination of the materiality of any net asset value
pricing error and its correction shall be based on the SEC's recommended
guidelines regarding these errors. Any material error in the calculation or
reporting of net asset value per share, dividend or capital gain information
shall be reported promptly to Hartford upon discovery. The Fund and/or its
agents shall indemnify and hold harmless Hartford against any amount Hartford
is legally required to pay qualified plans ("Plans") or annuity or life
insurance contract owners that have selected a Series as an investment option
("Contract owners"), and which amount is due to the Fund's or its agents'
material miscalculation and/or incorrect reporting of the daily net asset
value, dividend rate or capital gains distribution rate. Hartford shall submit
an invoice to the Fund or its agents for such losses incurred as a result of
the above which shall be payable within sixty (60) days of receipt. Should a
material miscalculation by the Fund or its agents result in a gain to Hartford,
Hartford shall immediately reimburse the Fund, the applicable Series or its
agents for any material losses incurred by the Fund, the applicable Series or
its agents as a result of the incorrect calculation. Should a material
miscalculation by the Fund or its agents result in a gain to the Plans or
Contract owners, Hartford will consult with the Fund or its designee as to what
reasonable efforts shall be made to recover the money and repay the Fund, the
applicable Series or its agents. Hartford shall then make such reasonable
effort, at the expense of the Fund or its
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agents, to recover the money and repay the Fund, the applicable Series or its
agents; but Hartford shall not be obligated to take legal action against the
Plans or Contract owners.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1 Hartford represents and warrants that:
A. The Contracts are or will be registered under the 1933 Act
unless exempt and that the registrations will be maintained to the extent
required by law;
B. The Contracts will be issued in material compliance with all
applicable federal and state laws and regulations.
C. Hartford is duly organized and in good standing under
applicable law.
D. Hartford has legally and validly established each Separate
Account prior to any issuance or sale as a segregated asset account under the
Connecticut Insurance Code and has registered or, 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 the 1940 Act,
unless exempt from such registration.
2.2 The Fund and the Distributor represent and warrant that:
A. Series shares sold pursuant to this Agreement shall be
registered under the 1933 Act and the regulations thereunder to the extent
required.
B. Series shares shall be duly authorized for issuance in
accordance with the laws of each jurisdiction in which shares will be offered.
C. Series shares shall be sold in material compliance with all
applicable federal and state securities laws and regulations.
D. The Fund is and shall remain registered under the 1940 Act and
the regulations thereunder to the extent required.
E. The Fund shall amend its registration statement under the 1933
Act and the 1940 Act, from time to time, as required in order to effect the
continuous offering of the Series' shares.
2.3 The Fund and the Adviser represent and warrant that:
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A. The Fund is currently qualified as a Regulated Investment
Company under Subchapter M of the Internal Revenue Code of 1986, as amended,
(the "Code"). The Fund and Adviser will make every effort to maintain such
qualification and that both will notify Hartford immediately in writing upon
having a reasonable basis for believing that the Fund has ceased to qualify or
that the Fund might not qualify in the future.
B. The Fund is duly organized and validly existing under the laws
of the state of its incorporation.
C. The Fund does and will comply in all material respects with the
1940 Act.
D. The Fund has obtained an order from the SEC granting
participating insurance companies and variable insurance product separate
accounts exemptions from the provisions of the 1940 Act, as amended, and the
rules thereunder, to the extent necessary to permit shares of the Fund or its
Series to be sold to and held by variable insurance product separate accounts
of both affiliated and unaffiliated life insurance companies.
2.4 The Distributor represents and warrants that:
A. It is and shall remain duly registered under all applicable
federal and state laws and regulations and that it will perform its obligations
for the Fund and Hartford in material compliance with the laws and regulations
and any applicable state and federal laws and regulations.
ARTICLE III. PROSPECTUSES; REPORTS TO SHAREHOLDERS AND PROXY
STATEMENTS; VOTING
3.1 The Fund, at its expense, will print and provide Hartford with as many
copies of the Series' current prospectus(es) and statement of additional
information as Hartford may reasonably request to deliver to existing Contract
owners. At Hartford's request, the Fund will provide, in lieu of the printed
prospectuses, camera-ready film, computer diskettes or typeset electronic
document files containing the Series' prospectus(es) and statement of
additional information for printing by Hartford at the Fund's expense. Hartford
will deliver, at the Fund's expense, the Series' prospectus(es) and statement
of additional information to existing Contract owners.
A. Hartford may elect to print the Series' prospectus(es) and/or
its statement of additional information in combination with other fund
companies' prospectuses and statements of additional information. In this case,
the Fund's share of the total expense for printing and delivery of the combined
prospectus shall be determined pro-rata based upon the page count of the
Series' prospectus as compared to the total page count for the combined
prospectus containing all other funds offered under the Contracts.
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3.2 Hartford, at its expense, will print the Contract prospectus for use
with prospective owners of Contracts. If Hartford chooses to receive
camera-ready film, computer diskettes or typeset electronic document files in
lieu of receiving printed copies of the Series' prospectus(es) and statement of
additional information, the Fund shall bear the cost of providing the
camera-ready film, diskettes or type-set electronic document files.
3.3 The Fund, at its expense, will provide Hartford with copies of its
reports to shareholders, and other communications to shareholders in such
quantity as Hartford shall reasonably require for distributing, at the Fund's
expense, to Contract owners.
3.4 The Fund will provide Hartford with copies of its proxy solicitations
applicable to the Series. Hartford, at the Fund's expense, will, to the extent
required by law, (a) distribute proxy materials applicable to the Series to
eligible Contract owners, (b) solicit voting instructions from eligible
Contract owners, (c) vote the Series shares in accordance with instructions
received from Contract owners; and (d) if required by law, vote Series shares
for which no instructions have been received in the same proportion as shares
of the Series for which instructions have been received.
A. To the extent permitted by applicable law, Hartford reserves
the right to vote Series shares held in any Separate Account in its own right.
B. Unregistered separate accounts subject to the Employee
Retirement Income Security Act of 1974 ("ERISA") will refrain from voting
shares for which no instructions are received if such shares are held subject
to the provisions of ERISA.
3.5 The Fund will comply with all provisions of the 1940 Act and the rules
thereunder requiring voting by shareholders.
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1 Hartford shall furnish, or shall cause to be furnished, to the Fund
prior to use, each piece of sales literature or advertising prepared by
Hartford in which the Fund, the Adviser or the Distributor is described. No
sales literature or advertising will be used if the Fund, the Adviser, or the
Distributor reasonably objects to its use within ten (10) Business Days
following receipt by the Fund.
4.2 Hartford will not, without the permission of the Fund, make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the advertising or sale of the Contracts, other than
information or representations contained in: (a) the registration statement or
Series prospectus(es), (b) reports to shareholders, (c) proxy statements for
the Series, or, (d) sales literature or other promotional material approved by
the Fund.
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4.3 The Fund shall furnish, or shall cause to be furnished, to Hartford
prior to use, each piece of sales literature or advertising prepared by the
Fund in which Hartford, the Contracts or Separate Accounts, are described. No
sales literature or advertising will be used if Hartford reasonably objects to
its use within ten (10) Business Days following receipt by Hartford.
4.4 Neither the Fund nor the Distributor will, without the permission of
Hartford, make any representations or statements on behalf of Hartford, the
Contracts, or the Separate Accounts or concerning Hartford, the Contracts or
the Separate Accounts, in connection with the advertising or sale of the
Contracts, other than the information or representations contained in: (a) the
registration statement or prospectus for the Contracts, (b) reports to
shareholders, (c) in sales literature or other promotional material approved by
Hartford.
4.5. The Fund will provide to Hartford at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports to shareholders, proxy statements, solicitations for voting
instructions, sales literature and other promotional materials, applications
for exemptions and requests for no-action letters, and all amendments, that
relate to the Series or its shares.
4.6 Hartford will provide to the Fund, upon the Fund's request, at least one
complete copy of all registration statements, prospectuses, statements of
additional information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions, and
requests for no action letters, and all amendments, that relate to the
Contracts.
ARTICLE V. DIVERSIFICATION
5.1 The Fund and the Adviser represent and warrant that, at all times, each
Series will comply with Section 817 of the Code and all regulations thereunder,
relating to the diversification requirements for variable annuity, endowment,
or life insurance contracts and any amendments or other modifications to such
Section or regulations. In the event a Series ceases to so qualify, the Fund
will notify Hartford immediately of such event and the Adviser will take all
steps necessary to adequately diversify the Series so as to achieve compliance
within the grace period afforded by Treasury Regulation Sections 1.817-5.
ARTICLE VI. POTENTIAL CONFLICTS
6.1 The Board of Directors of the Fund will monitor the Series for the
existence of any material irreconcilable conflict between the interests of the
Contract owners of all separate accounts investing in the Series. The Board of
Directors of the Fund shall promptly inform Hartford if it determines that an
irreconcilable material conflict exists and the implications thereof.
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6.2 Hartford will report any potential or existing material irreconcilable
conflict of which it is aware to the Board of Directors of the Fund. This
includes, but is not limited to, an obligation by Hartford to inform the Board
of Directors of the Fund whenever Contract owner voting instructions are
disregarded.
6.3 If it is determined by a majority of the Board of Directors of the Fund,
or a majority of its independent Directors, that a material irreconcilable
conflict exists due to issues relating to the Contracts, Hartford will, at its
expense and to the extent reasonably practicable, take whatever steps it can
which are necessary to remedy or eliminate the irreconcilable material
conflict, including, without limitation, withdrawal of the affected Separate
Account's investment in the Series. No charge or penalty will be imposed as a
result of such withdrawal.
6.4 Hartford, at the request of the Adviser will, at least annually, submit
to the Board of Directors of the Fund such reports, materials or data as the
Board may reasonably request so that the Board may fully carry out the
obligations imposed upon them. All reports received by the Board of potential
or existing conflicts, and all Board action with regard to determining the
existence of a conflict, and determining whether any proposed action adequately
remedies a conflict, shall be properly recorded in the minutes of the Board or
other appropriate records, and such minutes or other records shall be made
available to the Securities and Exchange Commission upon request.
ARTICLE VII. INDEMNIFICATION
7.1 Indemnification by Hartford
A. Hartford agrees to indemnify and hold harmless the Distributor,
the Adviser, the Fund and each of their directors (if applicable), officers,
employees and agents and each person, if any, who controls the Fund within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
and individually, an "Indemnified Party" for purposes of this Section 7.1)
against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of Hartford, which consent shall
not be unreasonably withheld) or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage, liability or
expense and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Indemnified Parties may become subject
under any statute or regulation, or at common law or otherwise, insofar as such
Losses are related to the sale or acquisition of Series shares or the Contracts
and:
1. Arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in a disclosure
document for the Contracts or in the Contracts themselves or in sales
literature generated or approved by Hartford applicable to the Contracts or
Separate Accounts (or any amendment or supplement to any of the foregoing)
(collectively, "Company Documents" for the purposes of this Article VII), or
arise out of or are based upon the omission or the
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alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, provided that this
indemnity shall not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in reliance upon and
was accurately derived from written information furnished to Hartford by or on
behalf of the Fund for use in Company Documents or otherwise for use in
connection with the sale of the Contracts or Series shares; or
2. Arise out of or result from statements or
representations (other than statements or representations contained in and
accurately derived from Fund Documents as defined in Section 7.2 (A)(1)) or
wrongful conduct of Hartford or persons under its control, with respect to the
sale or acquisition of the Contracts or Series shares; or
3. Arise out of or result from any untrue statement or
alleged untrue statement of a material fact contained in Fund Documents as
defined in Section 7.2(A)(1) or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission was made in
reliance upon and accurately derived from written information furnished to the
Fund by or on behalf of Hartford; or
4. Arise out of or result from any failure by Hartford to
provide the services or furnish the materials required under the terms of this
Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by Hartford in this Agreement or arise out
of or result from any other material breach of this Agreement by Hartford; as
limited by and in accordance with, Sections 7.1(B) and 7.1(C) hereof.
B. Hartford shall not be liable under this indemnification
provision with respect to any Losses which are due to an Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations and duties under this Agreement or to the Fund or
Distributor, whichever is applicable.
C. Hartford shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified Hartford in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify Hartford of any
such claim shall not relieve Hartford from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, Hartford shall be entitled to participate, at
its own expense, in the
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defense of such action. Hartford also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action. After
notice from Hartford to such party of Hartford's election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and Hartford 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.
D. The Indemnified Parties will promptly notify Hartford of the
commencement of any litigation or proceedings against them or any of their
officers or directors in connection with the issuance or sale of the Series
shares or the Contracts or the operation of the Fund.
7.2 Indemnification by the Distributor, the Adviser, and the Fund
A. The Distributor, the Adviser, and the Fund agree to indemnify and
hold harmless Hartford and each of its directors, officers, employees and
agents and each person, if any, who controls Hartford within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and
individually, an "Indemnified Party" for purposes of this Section 7.2) against
any and all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Distributor, the Adviser, and the
Fund, which consent shall not be unreasonably withheld) or expenses (including
the reasonable costs of investigating or defending any alleged loss, claim,
damage, liability or expense and reasonable legal counsel fees incurred in
connection therewith) (collectively, "Losses"), to which the Indemnified
Parties may become subject under any statute or regulation, or at common law or
otherwise, insofar as such Losses are related to the sale or acquisition of the
Series' shares or the Contracts and:
1. 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 sales literature of the Fund applicable to the Series
(or any amendment or supplement to any of the foregoing) (collectively, "Fund
Documents" for purposes of Article this VII) or arise out of or are based upon
the omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, provided that this indemnity shall not apply as to any Indemnified
Party if such statement or omission of such alleged statement or omission was
made in reliance upon and was accurately derived from written information
furnished to the Fund, the Adviser, or the Distributor by or on behalf of
Hartford for use in Fund Documents or otherwise for use in connection with the
sale of the Contracts or Series shares; or
2. Arise out of or result from statements or
representations (other than statements or representations contained in and
accurately derived from Company
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Documents) or wrongful conduct of the Fund, Adviser or Distributor or persons
under their control, with respect to the sale or distribution of the Contracts
or Series shares; or
3. Arise out of or result from any untrue statement or
alleged untrue statement of a material fact contained in Company Documents, 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 statement or omission was made in reliance upon and accurately derived
from written information furnished to Hartford by or on behalf of the
Distributor, the Adviser, or the Fund; or
4. Arise out of or result from any failure by the
Distributor, the Adviser, or the Fund to provide the services or furnish the
materials required under the terms of this Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Distributor, the Adviser, or the
Fund in this Agreement or arise out of or result from any other material breach
of this Agreement by the Distributor, the Adviser, or the Fund; as limited by,
and in accordance with, Sections 7.2(B) and 7.2(C) hereof.
B. The Distributor, the Adviser, or the Fund shall not be liable
under this indemnification provision with respect to any Losses which are due
to an Indemnified Party's willful misfeasance, bad faith, or gross negligence
in the performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties under this
Agreement or to Hartford or the Separate Account, whichever is applicable.
C. The Distributor, the Adviser, or the Fund shall not be liable
under this indemnification provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified the
Distributor, the Adviser, or the Fund, as applicable, in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the
Distributor, the Adviser, or the Fund of any such claim shall not relieve the
Distributor, the Adviser, or the Fund from any liability which they may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Distributor, the Adviser, and the Fund
shall be entitled to participate, at their own expense, in the defense thereof.
The Distributor, the Adviser, and the Fund also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Distributor, the Adviser, and the Fund to such party of
their election to assume the defense thereof, the Indemnified Party shall bear
the expenses of any additional counsel retained by it, and the Distributor, the
Adviser, and the Fund will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred
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by such party independently in connection with the defense thereof other than
reasonable costs of investigation.
D. The Indemnified Parties shall promptly notify the Distributor,
the Adviser, and the Fund of the commencement of any litigation or proceedings
against them or any of their officers or directors in connection with the
issuance or sale of the Contracts or the operation of a Separate Account.
7.3 Any party seeking indemnification (the "Potential Indemnitee") will
promptly notify any party from whom they intend to seek indemnification (each a
"Potential Indemnitor") of all demands made and/or actions commenced against
the Potential Indemnitee which may require a Potential Indemnitor to provide
such indemnification. At its option and expense, a Potential Indemnitor may
retain counsel and control any litigation for which it may be responsible to
indemnify a Potential Indemnitee under this Agreement.
7.4 With respect to any claim, the parties each shall give the others
reasonable access during normal business hours to its books, records, and
employees and those books, records, and employees within its control pertaining
to such claim, and shall otherwise cooperate with one and other in the defense
of any claim. Regardless of which party defends a particular claim, the
defending party shall give the other parties written notice of any significant
development in the case as soon as practicable, and such other parties, at all
times, shall have the right to intervene in the defense of the case.
7.5 If a party is defending a claim and indemnifying another party hereto,
and: (i) a settlement proposal is made by the claimant, or (ii) the defending
party desires to present a settlement proposal to the claimant, then the
defending party promptly shall notify the Indemnified Party of such settlement
proposal together with its counsel's recommendation. If the defending party
desires to enter into the settlement and the Indemnified Party fails to consent
within five (5) business days (unless such period is extended, in writing, by
mutual agreement of the parties hereto), then the Indemnified Party, from the
time it fails to consent forward, shall defend the claim and shall indemnify
the defending party for all costs associated with the claim which are in excess
of the proposed settlement amount.
Regardless of which party is defending the claim: (i) if a settlement requires
an admission of liability by the non-defending party or would require the
non-defending party to either take action (other than purely ministerial
action) or refrain from taking action (due to an injunction or otherwise) (a
"Specific Performance Settlement"), the defending party may agree to such
settlement only after obtaining the express, written consent of the
non-defending party. If a non-defending party fails to consent to a Specific
Performance Settlement, the consequences described in the last sentence of the
first paragraph of this Section 7.5 shall NOT apply.
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7.6 The parties shall use good faith efforts to resolve any dispute
concerning this indemnification obligation. Should those efforts fail to
resolve the dispute, the ultimate resolution shall be determined in a DE NOVO
proceeding, separate and apart from the underlying matter complained of, before
a court of competent jurisdiction. Either party may initiate such proceedings
with a court of competent jurisdiction at any time following the termination of
the efforts by such parties to resolve the dispute (termination of such efforts
shall be deemed to have occurred thirty (30) days from the commencement of the
same unless such time period is extended by the written agreement of the
parties). The prevailing party in such a proceeding shall be entitled to
recover reasonable attorneys' fees, costs, and expenses.
ARTICLE VIII. APPLICABLE LAW
8.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
8.2 This Agreement, its terms and definitions, shall be subject to the
provisions of the 1933 Act, the Securities Exchange Act of 1934, and the 1940
Act, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant.
ARTICLE XI. TERMINATION
9.1 This Agreement shall continue in full force and effect until the first
to occur of:
A. Termination by any party for any reason upon six-months advance
written notice delivered to the other parties; or
B. Termination by Hartford by written notice to the Fund, the
Adviser or the Distributor with respect to any Series in the event any of the
Series' shares are not registered, issued or sold in accordance with applicable
state and/or federal law, or such law precludes the use of such shares as the
underlying investment medium of the Contracts issued or to be issued by
Hartford; or,
C. Termination by Hartford upon written notice to the Fund with
respect to any Series in the event that such Series ceases to qualify as a
Regulated Investment Company under Subchapter M of the Code or under any
successor or similar provision; or
D. Termination by Hartford upon written notice to the Fund and the
Distributor with respect to any Series in the event that such Fund fails to
meet the diversification requirements specified in Section 5.1 of this
Agreement.
E. Termination upon mutual written agreement of the parties to
this Agreement.
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9.2 Effect of Termination.
A. Notwithstanding any termination of this Agreement, the Fund
shall, at the option of Hartford, continue to make available additional shares
of the Series pursuant to the terms and conditions of this Agreement, for all
Contracts in effect on the effective date of termination of this Agreement (the
"Existing Contracts") unless such further sale of Series shares is proscribed
by law, regulation or applicable regulatory body. Specifically, without
limitation, the owners of the Existing Contracts will be permitted to direct
allocation and reallocation of investments in the Fund, redeem investments in
the Series and invest in the Series through additional purchase payments.
B. Hartford agrees not to redeem Series shares attributable to the
Contracts except (i) as necessary to implement Contract owner initiated or
approved transactions, or (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application or
(iii) as permitted by an order of the SEC. Upon request, Hartford will promptly
furnish to the Fund the opinion of counsel for Hartford to the effect that any
redemption pursuant to clause (ii) above is a legally required redemption.
C. In addition to the foregoing, Article VII Indemnification shall
survive any termination of this Agreement.
ARTICLE X. NOTICES
10.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
If to the Distributor:
If to the Adviser:
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If to Hartford: With a copy to:
Hartford Life Insurance Co. Hartford Life Insurance Co.
200 Hopmeadow Street 200 Hopmeadow Street
Simsbury, Connecticut 06070 Simsbury, Connecticut 06070
Attn: Thomas M. Marra Attn: Lynda Godkin, General Counsel
ARTICLE XI. MISCELLANEOUS
11.1 Subject to the requirements of legal process and regulatory authority,
each party will treat as confidential the names and addresses of the owners of
the Contracts and all information reasonably identified as confidential in
writing by any other parties and, except as permitted by this Agreement or as
required by any governmental agency, regulator or other authority, shall not
without the express written consent of the affected party disclose, disseminate
or utilize such names and addresses and other confidential information until
such time as it may come into the public domain.
11.2 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
11.3 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
11.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
11.5 Each party shall cooperate with each other party and all appropriate
governmental authorities (including, without limitation, the SEC, the National
Association of Securities Dealers and state insurance regulators) and shall
permit such authorities (and other parties) reasonable access to its books and
records in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.
11.6 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
11.7 This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in as name and on its behalf by its duly authorized representative as of the
date specified above.
Hartford Life Insurance Company On its behalf and each Separate Account named in
Schedule A, as may be amended from time to time
By:
Its
FUND
By:
Its
DISTRIBUTOR
By:
Its
ADVISER
By:
Its
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SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
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NAME OF SEPARATE ACCOUNT AND DATE ESTABLISHED CONTRACT FORM NUMBERS
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SCHEDULE B
PARTICIPATING SERIES
