This Agreement is entered into as of March 13, 2007 by and between (i) Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company (together, "we" or "us") and (ii) BlackRock Distributors, Inc. and its successors, assigns and designees, ("you") in your capacity as the principal underwriter of the BlackRock Funds (each a "Fund" and together the "Funds").
WHEREAS, Rule 22c-2 under the Investment Company
Act of 1940, as amended, requires mutual funds to enter into "shareholder information agreements" with financial intermediaries that hold fund shares on behalf of other investors in "omnibus accounts" and submit orders to purchase or redeem fund shares on behalf of such investors directly to the fund, its transfer agent or principal underwriter; and
WHEREAS, shares of one or more of the Funds are purchased and redeemed on an omnibus basis directly by our Accounts (as defined below) in connection with for one or more Contracts (as defined below).
NOW, THEREFORE, In consideration of the premises and mutual covenants contained below, the parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms have the following meanings,
unless a different meaning is clearly required by the context:
(a)"Account" means an insurance company separate account sponsored or administered by us.
(b)"Business Day" means any day that the New York Stock Exchange is open for trading.
(c)"Contract" means a variable annuity contract, variable life insurance policy or variable funding agreement issued through an Account.
(d)"Fund" means the BlackRock Funds and includes the Fund's principal underwriter and transfer agent. The term "Fund" does not include any "excepted funds" as defined in Rule 22c-2(b), 17 C.F.R. 270.22c-2(b).
(e)"Fund
Policies" means policies established by the Fund and communicated to us in writing for the purpose of eliminating or reducing potentially harmful market timing or frequent trading in shares of the Fund as described in the Fund's prospectus or statement of additional information as amended from time to time.
(f)"Indirect Intermediary" means a "financial intermediary" as defined by Rule 22c-2(c)(5)(iii)(excluding any exempted financial intermediary pursuant to Rule 22c-2(c)(1)(iv)) that transmits purchase and redemption orders directly to us on behalf of Shareholders with respect to a Contract invested in a Fund through an Account.
(g)"Shareholder" means (1) the holder of interests in a Contract or (2) a participant in an employee benefit plan with
a beneficial interest in a Contract or as otherwise defined in Rule 22c-2.
(h)"Shareholder-Initiated Transfer Purchase" means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Fund, but does not include transactions that are executed: (i) automatically pursuant to contractual or systematic programs or enrollments such as transfers of assets within a Contract to a Fund as a result of "dollar cost averaging' programs, asset allocation programs and automatic rebalancing programs; (H) pursuant to a Contract death benefit; (iii) a one-time step-up (or comparable
benefit) in Contract value (or comparable benefit base) pursuant to a Contract death benefit or guaranteed minimum withdrawal benefit; or (iv) allocation of assets to a Fund through a Contract as a result of payments such as loan repayments, scheduled contributions, or retirement plan salary reduction contributions, or planned premium payments to the Contract.
(i)"Shareholder-Initiated Transfer Redemption" means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to contractual or systematic programs or enrollments such as transfers of assets within a Contract out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, asset allocation programs and automatic rebalancing programs; (ii) as a result
of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of the payment of a death benefit from a Contract. •
0) "written" means any communication other than an oral communication transmitted in paper, electronically or by facsimile.
2. Agreement to Provide Requested Shareholder Information. Effective as of October 16, 2007, we agree to provide the following information to the Fund solely for the purpose of facilitating its compliance with Rule 22c-2. We agree to provide to the Fund, upon prior written request, the following information (collectively, "Shareholder Information") for all Shareholders that engaged in any purchase, redemption, transfer
or exchange transactions in the Fund shares through an Account during the period covered by the request, if known:
(a)the taxpayer identification number ("TIN"), Individual/International Taxpayer Identification Number ("ITIN") or other government issued identifier ("GII”;
(b)the individual Contract number or participant account number associated with the Shareholder;
(c)the amount and date(s) and transaction type (purchase, redemption, transfer, or exchange); and
(d)any other data mutually agreed upon in writing.
Unless otherwise specifically requested by the Fund, this Paragraph 2 shall be understood to require us to provide only Shareholder
Information relating to Shareholder-Initiated Transfer Purchases and Shareholder-Initiated Transfer Redemptions.
All requests must contain the relevant fund account number, CUSIP, trade amount and date. Requests must be made through NSCC's standard automated facility or sent to us
directly via e-mail at 22c2Operations@HartfordLife.com, or such other address we may communicate to the Fund in writing from time to time.
3. Period
Covered by Request and Frequency of Requests. Requests to
provide Shareholder Information shall set forth the specific period for which it is sought, not to exceed 90 calendar days from the date of the request for which Shareholder Information is sought.
The Fund may request transaction information older than 90 days from the date of the request as the Fund deems necessary to investigate compliance with policies (including, but not limited to, the Fund's policies regarding market-timing and the frequent purchasing and redeeming or exchange of Fund shares or any other inappropriate trading activity) established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Fund shares issued by the Fund.
4. Form and Timing of Response; Procedures Regarding Indirect
Intermediaries.
(a) We agree to provide the requested Shareholder Information to the Fund promptly, but in any event not later than 5 Business Days after receipt of a good order request given in accordance with Paragraph 2 above which shall contain the fund account number, CUSIP, trade amount and date. If the Fund so request, we agree to use best efforts to promptly, but in any event not later than 5 business days after receipt of a request, determine whether any specific person, identified by the Fund from the requested Shareholder Information, is itself an Indirect Intermediary. Upon: further request by the Fund, which must be given in accordance with Paragraph 2 above, we agree to promptly, but in any event not later than 5 business days after receipt of a request, either: (i) provide (or arrange to have provided) the requested Shareholder Information from the Indirect Intermediary; or (ii) restrict or prohibit further purchases of Fund shares by such Indirect
Intermediary through the Account. We agree to inform the Fund whether we plan to perform (i) or (ii).
(b)Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.
(c)To the extent reasonably practicable, the format for any Shareholder Information provided to the Fund will be consistent with the NSCC Standardized Data Reporting Format.
5. Limitation on Use of Information. You and the Fund and each of your affiliates
agree not to use the information received pursuant to this Agreement for any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory requests or legal requirements subject to the privacy provisions
of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws.
6. Agreement to Restrict Trading. We agree to execute written instructions from
the Fund or its agent to restrict or prohibit further purchases of Fund shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund's shares (directly or indirectly through an Account) that violate Fund Policies. Unless the Fund specifically direct us otherwise, such restrictions and prohibitions shall apply only to Shareholder-Initiated Transfer Purchases and Shareholder-Initiated Transfer Redemptions. We will execute such restrictions with respect to the
Shareholder. We will not impose any restriction, and nothing in this Agreement shall
3
require
that we impose any restriction, on a Shareholder based on any transactions other than transactions in the Fund's shares through an Account unless otherwise permitted by contract. Instructions must be received by us via email at the following address: 22c2Operations@HarfordLife.com, or such other address that we may communicate to the Fund in writing from time to time. Other correspondence may be sent to us at the following address, or such other address that we may communicate to the Fund in writing from time to time:
7. Form of Instructions. Instructions given in accordance with Paragraph 6 shall
be given to us via e-mail in a mutually agreed upon file format. The instructions in the file must include:
(a)the fund account number;
(b)the Shareholders TIN, ITIN or GII, if known;
(c)the specific individual Contract owner number or participant account number (if known) associated with the Shareholder; and
(d)the specific restriction(s) to be executed with respect to such Shareholder, including how long such restriction(s) are to remain in place.
If
the TIN is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.
8. Timing of Response. We agree to execute instructions given in accordance with
Paragraphs 6 and 7 promptly, but in any event not later than 5 Business Days after receipt of such instructions. We will provide written confirmation to the Fund or its designee as soon as reasonably practicable, but not later than 10 business days after the instructions have been executed, that instructions have been executed.
9. Construction of the Agreement; Fund Participation Agreements. The
parties have entered into one or more Fund Participation Agreements between
or among them for the purchase and redemption of shares of the Funds by the Accounts in connection with the Contracts. This Agreement supplements those Fund Participation Agreements. To the extent the terms of this Agreement conflict with the terms of a Fund Participation Agreement, the terms of this Agreement shall control.
10. Termination. This Agreement will terminate upon the termination of the Fund
Participation Agreements.
11. Amendment. This Agreement may be modified or amended, and the terms of
this Agreement may be waived, only by a writing signed by the parties.
12.Binding
Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
13.Force Majuere. We shall be excused from performance under this Agreement and shall have no liability to any other party hereof or any third person for any period that we are prevented, hindered or unable to perform any of our obligations, in whole or in part, as a result of acts of God, strikes, terrorist activities, power outages (including so-called brown outs), material changes in circumstances or laws, regulations or interpretations of the same affecting any of our obligations hereunder, or other causes beyond our reasonable control; and such non-performance shall not be a default under this Agreement; provided, however, that if any of the above-enumerated circumstances prevent, hinder or delay performance of
our obligations for more than sixty (60) Business Days, the Fund may, at its option, terminate this Agreement in accordance with Paragraph 11, above.
14.Counterparts. This Agreement may be executed in one or more counterparts each of which, when taken together, shall constitute a single instrument.
15.Construction. The parties mutually acknowledge that this Agreement represents the collective drafting efforts of each party and therefore any ambiguity shall not be interpreted against the interests of any party.
