FIRST AMENDMENT TO RETAIL FUND PARTICIPATION AGREEMENT Between OPPENHEIMERFUNDS DISTRIBUTOR, INC. And HARTFORD LIFE INSURANCE COMPANY
FIRST AMENDMENT TO RETAIL FUND PARTICIPATION AGREEMENT
Between
OPPENHEIMERFUNDS DISTRIBUTOR, 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”), OPPENHEIMERFUNDS DISTRIBUTOR, INC. (the “Distributor”) and OPPENHEIMERFUNDS SERVICES (“OFS”), a division of OppenheimerFunds, Inc.
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.
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HARTFORD LIFE INSURANCE |
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OPPENHEIMERFUNDS | |||
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COMPANY |
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DISTRIBUTOR, INC. | |||
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By: |
[Redacted] |
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By: |
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[Redacted] | ||
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Vice President |
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Senior Vice President, | ||
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Date: |
May 21, 2002 |
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Director of Retirement Plans | ||
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Date: May 13, 2002 | |||
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OPPENHEIMERFUNDS SERVICES, a | |||
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division of OppenheimerFunds, Inc. | |||
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[Redacted] | ||
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[Redacted] | ||
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Vice President | ||
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Date: |
May 17, 2002 | ||
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, Kl, K2, K3, K4
TK, TKl, TK2, TK3, TK4
VK, VKl, VK2, VK3, VK4
UK, UKl, XX0, XX0, XX0
403 and 457 Markets
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven
SCHEDULE B
(List of funds available - See Xxxxxxx 0 (x))
Xxxxxxxxxxx Xxxxxx Xxxx (Xxxxx X)
Xxxxxxxxxxx Xxxx Xxxxxx Xxxxxx & Xxxxxx Xxxx (Xxxxx X)
Xxxxxxxxxxx Enterprise Fund (Class A)
Xxxxxxxxxxx Strategic Income Fund (Class A)
Xxxxxxxxxxx Capital Appreciation Fund (Class A)
Xxxxxxxxxxx Global Growth and Income Fund (Class A)
Xxxxxxxxxxx Xxxxxxxxxxxxx Xxxxxx Xxxx (Xxxxx X)
Xxxxxxxxxxx Quest Opportunity Fund (Class A)
Xxxxxxxxxxx Quest Balanced Value Fund (Class A)
SECOND AMENDMENT TO THE RETAIL FUND PARTICIPATION AGREEMENT
Between
OPPENHEIMERFUNDS DISTRIBUTOR, INC.,
OPPENHEIMERFUNDS SERVICES
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT, dated as of the 1st day of February, 2003, between HARTFORD LIFE INSURANCE COMPANY (“Company’’), OPPENHEIMERFUNDS DISTRIBUTOR, INC. (the “Distributor”) and OPPENHEIMERFUNDS SERVICES (“OFS”), a division of OppenheimerFunds, Inc., is made to the Retail Fund Participation Agreement dated September 20, 2000, as amended on May 1, 2002.
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. The existing Schedule B shall be replaced in its entirely by the attached 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.
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HARTFORD LIFE INSURANCE |
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OPPENHEIMERFUNDS | ||
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COMPANY |
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DISTRIBUTOR, INC. | ||
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By: |
[Redacted] |
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By: |
[Redacted] |
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Name: |
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Name: [Redacted] | |
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Vice President, Corporate |
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Director of Retirement Plans | |
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Retirement Plans |
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OPPENHEIMERFUNDS SERVICES, a | ||
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division of OppenheimerFunds, Inc. | ||
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By: |
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[Redacted] | ||
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Senior Vice President | ||
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HARTFORD LIFE INSURANCE COMPANY |
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By: |
[Redacted] |
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Title: |
Vice President, Corporate |
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Retirement Plans |
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OPPENHEIMERFUNDS SERVICES, a | |||
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division of OppenheimerFunds, Inc. | |||
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[Redacted] | |||
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Senior Vice President | |||
SCHEDULE B
(List of funds available - See Section 1(a))
Xxxxxxxxxxx Global Fund (Class A)
Xxxxxxxxxxx Xxxx Xxxxxx Xxxx (Xxxxx X)
Xxxxxxxxxxx Xxxxxxxxxx Xxxx (Xxxxx X)
Xxxxxxxxxxx Strategic Income Fund (Class A)
Xxxxxxxxxxx Capital Appreciation Fund (Class A)
Xxxxxxxxxxx Global Opportunities Fund (Class A)
Xxxxxxxxxxx Xxxxxxxxxxxxx Xxxxxx Xxxx (Xxxxx X)
Xxxxxxxxxxx Quest Opportunity Fund (Class A)
Xxxxxxxxxxx Quest Balanced Value Fund (Class A)
Xxxxxxxxxxx Xxxx Xxxxxx Xxxxx Xxx Xxxx (Xxxxx X)
Xxxxxxxxxxx Developing Markets Fund (Class A)
THIRD AMENDMENT TO THE RETAIL FUND PARTICIPATION AGREEMENT
Between
OPPENHEIMERFUNDS DISTRIBUTOR, INC.,
OPPENHEIMERFUNDS SERVICES
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT, dated as of the 30th day of September, 2004, between HARTFORD LIFE INSURANCE COMPANY (“Company”), OPPENHEIMERFUNDS DISTRIBUTOR, INC. (the “Distributor”) and OPPENHEIMERFUNDS SERVICES (“OFS”), a division of OppenheimerFunds, Inc., is made to the Retail Fund Participation Agreement dated September 20, 2000, as amended on May l, 2002 and February 1, 2003 (the “Agreement”).·
WHEREAS, the parties desire to amend the Agreement to allow for the addition of a certain Fund or Funds; and
WHEREAS, defined terms in the Agreement shall have the same meaning in this Amendment.
NOW, THEREFORE, the parties agree as follows:
l. All references to Class A shares shall also include Class N shares of the Xxxxxxxxxxx Funds as identified in Schedule B at net asset value without a CDSC and without an upfront commission to the Broker-dealer at the time of purchase and the 12b-l fee will be payable quarterly to the Broker-dealer beginning in the first year pursuant to the terms of the prospectus.
2. Schedule B shall be replaced by the attached Schedule B.
3. 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.
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HARTFORD LIFE INSURANCE |
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OPPENHEIMERFUNDS | ||||
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COMPANY |
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DISTRIBUTOR, INC. | ||||
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By: |
[Redacted] |
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By: |
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[Redacted] |
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[Redacted] | ||
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Vice President |
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Senior Vice President, | ||
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Director of Retirement Plans | |||
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Date: |
9/30/2004 |
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OPPENHEIMERFUNDS SERVICES, a |
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division of OppenheimerFunds, Inc. |
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[Redacted] |
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[Redacted] |
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Senior Vice President |
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Date: |
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SCBEDULE B
(List of funds available - See Section 1(a))
Xxxxxxxxxxx Global Fund (Class A and Class N)
Xxxxxxxxxxx Main Street Growth & Income Fund (Class A and Class N)
Xxxxxxxxxxx Enterprise Fund (Class A and Class N)
Xxxxxxxxxxx Strategic Income Fund (Class A and Class N)
Xxxxxxxxxxx Capital Appreciation Fund (Class A and Class N)
Xxxxxxxxxxx Global Growth and Income Fund (Class A and Class N)
Xxxxxxxxxxx International Growth Fund (Class A and Class N)
Xxxxxxxxxxx Quest Opportunity Fund (Class A and Class N)
Xxxxxxxxxxx Quest Balanced Value Fund (Class A and Class N)
Xxxxxxxxxxx Main Street Small Cap Fund (Class A and Class N)
Xxxxxxxxxxx Equity Fund (Class A and Class N)
Xxxxxxxxxxx International Bond Fund (Class A and Class N)
Xxxxxxxxxxx Main Street Fund (Class A and Class N)
Xxxxxxxxxxx Capital Income Fund (Class A and Class N)
Xxxxxxxxxxx Developing Markets Fund (Class A and Class N)
Xxxxxxxxxxx Small Cap Value Fund (Class A and Class N)
FOURTH AMENDMENT TO THE RETAIL FUND PARTICIPATION AGREEMENT
Between
OPPENHEIMERFUNDS DISTRIBUTOR, INC.,
OPPENHEIMERFUNDS SERVICES
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT, dated as of the 1st day of November, 2004, between HARTFORD LIFE INSURANCE COMPANY (“Company”), OPPENHEIMERFUNDS DISTRIBUTOR, INC. (the “Distributor”) and OPPENHEIMERFUNDS SERVICES (“OFS”), a division of OppenheimerFunds, Inc., is made to the Retail Fund Participation Agreement dated September 20, 2000, as amended on May 1, 2002, February 1, 2003, and September 30, 2004 (the “Agreement”).
WHEREAS, the parties desire to amend the Agreement to allow for the addition of the Xxxxxxxxxxx Gold & Special Minerals Fund; and
WHEREAS, defined terms in the Agreement shall have the same meaning in this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Schedule B shall be replaced by the attached 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.
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HARTFORD LIFE INSURANCE |
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OPPENHEIMERFUNDS SERVICES, a | ||||||
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COMPANY |
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By: |
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Vice President |
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Vice President | ||||
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Date: |
4/5/05 |
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3/14/05 |
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OPPENHEIMERFUNDS |
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DISTRIBUTOR, INC. |
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By: |
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Senior Vice President, |
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Director of Retirement Plans |
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Date: |
3/21/05 |
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SCHEDULE B
(List of funds available- See Section 1(a))
Xxxxxxxxxxx Capital Appreciation Fund (Class A and Class N)
Xxxxxxxxxxx Capital Income Fund (Class A and Class N)
Xxxxxxxxxxx Developing Markets Fund (Class A and Class N)
Xxxxxxxxxxx Enterprise Fund (Class A and Class N)
Xxxxxxxxxxx Equity Fund (Class A and Class N)
Xxxxxxxxxxx Global Fund (Class A and Class N)
Xxxxxxxxxxx Global Growth and Income Fund (Class A and Class N)
Xxxxxxxxxxx Gold & Special Minerals Fund (Class A and Class N)
Xxxxxxxxxxx International Bond Fund (Class A and Class N)
Xxxxxxxxxxx International Growth Fund (Class A and Class N)
Xxxxxxxxxxx Main Street Fund (Class A and Class N)
Xxxxxxxxxxx Main Street Growth & Income Fund (Class A and Class N)
Xxxxxxxxxxx Main Street Small Cap Fund (Class A and Class N)
Xxxxxxxxxxx Quest Balanced Value Fund (Class A and Class N)
Xxxxxxxxxxx Quest Opportunity Fund (Class A and Class N)
Xxxxxxxxxxx Small Cap Value Fund (Class A and Class N)
Xxxxxxxxxxx Strategic Income Fund (Class A and Class N)
RETAIL FUND PARTICIPATION AGREEMENT (“Amendment”)
THIS AMENDMENT is effective as of the 22nd day of January, 2008, by and among OppenheimerFunds Services (“OFS”), a division or OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc. (“OFDI”), and Hartford Life Insurance Company (“Company”) as parties to the Retail Fund Participation Agreement dated September 20, 2000, as amended (the “Agreement”).
WHEREAS, OFDI is the distributor for certain investment companies listed on Schedule B of the Agreement (the “Funds’’) that are registered under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds are underlying investments in certain Separate Accounts established and maintained by Company for investment by, among others, certain Contract owners and Company provides certain recordkeeping, reporting and processing services to certain Contract owners;
WHEREAS, OFS, OFDI and Company entered into the Agreement to provide for the purchase and redemption of Class A and Class N shares of the Funds on behalf of the Contract owners, in accordance with the terms or the Agreement;
WHEREAS, OFS and OFDI desire to include OppenheimerFunds, Inc. (“OFI”) as an additional party to the Agreement, and Company desires to consent to the addition of OFI as an additional party to the Agreement;
WHEREAS, Company desires to amend the Agreement to reflect a revised list or Separate Accounts as set forth on Schedule A to the Agreement; and
WHEREAS, the parties to the Agreement desire to amend the Agreement to provide for the purchase and redemption of Class Y shares of the Funds under the Agreement.
NOW THEREFORE, pursuant to Section 12(a) of the Agreement, OFS, OFDI, and Company hereby amend the Agreement as follows:
1. OppenheimerFunds, Inc., a Colorado corporation (“OFI”), the corporate parent of OFDI and the corporation of which OFS is a division, is hereby made a party to the Agreement and all references to “each party” and “the parties” in the Agreement are hereby deemed to include OFI. Without limiting the foregoing, OFI may pay Company all or a portion or any fees payable to Company, except to the extent such payments arise from distribution payments made by a Fund to OFDI pursuant to a Rule 12b-1 plan.
2. Schedule A of the Agreement is hereby deleted and rep laced with a revised Schedule A. Schedule B or the Agreement is hereby deleted and replaced with a revised Schedule B and a new Exhibit I to Schedule B, attached hereto. The parties agree that Schedule A, Schedule B and Exhibit I to Schedule B may be revised from time to time as necessary to reflect changes in the list or investment options made available under the Agreement.
3. This Amendment may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery or an executed counterpart or this Amendment by facsimile shall be effective as delivery of a manually executed counterpart or this Amendment.
4. Any terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to the Retail Fund Participation Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
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HARTFORD LIFE INSURANCE COMPANY |
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Vice President |
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OPPENHEIMERFUNDS DISTRIBUTOR, INC. |
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Director of Retirement Plans |
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OPPENHEIMERFUNDS, INC. |
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Senior Vice President |
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OPPENHEIMERFUNDS, SERVICES, |
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a division of OppenheimerFunds, Inc. |
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Vice President |
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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, Kl, K2, K3, K4
TK, TKl, TK2, TK3, TK4
VK, VKl, VK2, VK3, VK4
UK, UKl, XX0, XX0, XX0, 401
403 and 457 Markets
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC,
Separate Account Two, Separate Account Eleven,
Separate Account Fourteen
Schedule B
December 7, 2007
List of Xxxxxxxxxxx Funds Eligible to Participate in Retail Fund Participation Agreement
Xxxxxxxxxxx Balanced Fund
Xxxxxxxxxxx Baring China Fund
Xxxxxxxxxxx Baring Japan Fund
Xxxxxxxxxxx Capital Appreciation Fund
Xxxxxxxxxxx Capital Income Fund
Xxxxxxxxxxx Cash Reserves
Xxxxxxxxxxx Champion Income Fund
Xxxxxxxxxxx Commodity Strategy Total Return Fund
Xxxxxxxxxxx Convertible Securities Fund
Xxxxxxxxxxx Core Bond Fund
Xxxxxxxxxxx Developing Markets Fund(1)
Xxxxxxxxxxx Discovery Fund
Xxxxxxxxxxx Dividend Growth Fund
Xxxxxxxxxxx Emerging Growth Fund
Xxxxxxxxxxx Equity Fund, Inc.
Xxxxxxxxxxx Equity Income Fund, Inc.
Xxxxxxxxxxx Global Fund
Xxxxxxxxxxx Global Opportunities Fund
Xxxxxxxxxxx Gold & Special Minerals Fund
Xxxxxxxxxxx International Bond Fund
Xxxxxxxxxxx International Diversified Fund
Xxxxxxxxxxx International Growth Fund
Xxxxxxxxxxx International Small Company Fund(1)
Xxxxxxxxxxx International Value Fund
Xxxxxxxxxxx LifeCycle Funds
Xxxxxxxxxxx Limited-Term Government Fund
Xxxxxxxxxxx Main Street Fund
Xxxxxxxxxxx Main Street Opportunity Fund
Xxxxxxxxxxx Main Street Small Cap Fund
Xxxxxxxxxxx XxxXxx Fund
Xxxxxxxxxxx Money Market Fund, Inc.
Xxxxxxxxxxx Portfolio Series
Xxxxxxxxxxx Quest Balanced Fund
Xxxxxxxxxxx Quest International Value Fund, Inc.
Xxxxxxxxxxx Quest Opportunity Value Fund
(1) Fund closed effective March 1, 2006 to certain retirement plan investments; see Prospectus for details.
Xxxxxxxxxxx Real Estate Fund
Xxxxxxxxxxx Rising Dividends Fund, Inc.
Xxxxxxxxxxx Select Value Fund
Xxxxxxxxxxx Small- & Mid- Cap Value Fund(2)
Xxxxxxxxxxx Strategic Income Fund
Xxxxxxxxxxx Total Return Bond Fund
Xxxxxxxxxxx U.S. Government Trust
Xxxxxxxxxxx Value Fund
Exhibit I to Schedule B
LIST OF APPROVED CLASSES OF SHARES OF FUNDS (THE “FUND SHARES”)*
LISTED ON SCHEDULE B
Class A
Class N
Class Y
* The purchase, exchange or redemption of a Fund’s Class B and Class C shares are not permitted under this Agreement.
SIXTH AMENDMENT TO THE RETAIL FUND
PARTICIPATION AGREEMENT
THIS AMENDMENT (“Amendment”) dated this 25th day of Feb., 2011, amends that certain Retail Fund Participation Agreement dated September 20, 2000, as amended (the “Agreement”), is entered into by and among OppenheimerFunds, Inc., (“OFI”) on behalf of itself and its division Xxxxxxxxxxx Funds Services (“OFS”), OppenheimerFunds Distributor, Inc. (“OFDI”), and Hartford Life Insurance Company (“Company”).
WHEREAS, OFDI is the distributor for certain investment companies listed on Schedule B to the Agreement (the “Funds’’) that are registered under the Investment Company Act of 1940, as amended; 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 to set aside and invest assets attributable to the Contracts; and
WHEREAS, the Company purchases shares of the Funds on behalf of each corresponding Separate Account to fund the Contracts; and
WHEREAS, the Funds are underlying investments in certain Separate Accounts established and maintained by Company for investment by, among others, certain Contract owners, and Company provides certain recordkeeping, reporting and processing services to certain Contract owners; and
WHEREAS, the parties previously entered into the Agreement to provide for the purchase and redemption of shares of the Funds on behalf of Contract owners, in accordance with the terms of the Agreement; and
WHEREAS, Hartford Securities Distribution Company, Inc. (“HSD”) is a broker-dealer registered with the Securities and Exchange Commission under the Securities Act of 1934, a member of the Financial Industry Regulatory Authority, and an affiliate of the Company; and
WHEREAS, HSD is the principal underwriter of the Contracts; and
WHEREAS, the parties to the Agreement desire to amend the Agreement to revise the compensation payable under the Agreement as set forth on Schedule C to the Agreement; and
WHEREAS, the parties to the Agreement desire to further clarify that compensation paid by OFDI under this Agreement pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, shall be paid to HSD.
NOW THEREFORE, pursuant to Section 12(a) of the Agreement, the parties to the Agreement hereby amend the Agreement as follows:
1. Effective as of the first day of the month in which the “Transition Date” occurs, Schedule C of the Agreement is hereby deleted and replaced with the Schedule C attached to this Amendment. The term “Transition Date” in the preceding sentence means “Transition Date” as defined in Section 1(n)(i) of the Retirement Plan Mutual Fund Program Agreement dated September l, 2006, by and among OFDI, OFI (on its own behalf and on behalf of its division OFS), Hartford Securities Distribution Company, Inc., and Hartford Retirement Services, LLC, as amended.
2. This Amendment may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.
3. Any terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to the Retail Fund Participation Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
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HARTFORD LIFE INSURANCE COMPANY |
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OPPENHEIMERFUNDS, INC. (on behalf of | ||
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itself and its division Xxxxxxxxxxx Funds | ||
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Services) | ||
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By: |
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AVP |
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SVP |
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OPPENHEIMERFUNDS DISTRIBUTOR, | ||
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INC. | ||
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Schedule C
Fees to the Company
1. Service Fee.
Administrative services to Contract owners shall be the responsibility of the Company solely and shall not be the responsibility of OFS, the Distributor or the Funds. The Distributor and OFS recognize the Company as the sole shareholder of Fund shares issued under this Participation Agreement, and that substantial savings may be derived in administrative expenses, such as significant reductions in postage expense and shareholder communications, by virtue of having a sole shareholder for each of the Accounts rather than multiple shareholders. In consideration of the administrative savings resulting from such arrangement, OFS agrees to pay to the Company an annual fee of 25 basis points per Xxxxxxxxxxx fund investment account (calculated on the average daily net assets in each account). OFS agrees to pay such fee on a quarterly basis. The service fee is intended to compensate the Company for administrative services only and is not intended to constitute payment in any manner for investment advisory or distribution services. Each payment will be accompanied by a statement showing the calculation of the fee payable to Company for the quarter and such other supporting data as may be reasonably requested by Company.
OFS will make such payments to the Company within thirty (30) days after the end of each calendar quarter. Each payment will be accompanied by a statement showing the calculation of the fee payable to the Company for the quarter and such other supporting data as may be mutually agreed upon by OFS and the Company.
Payment of the service fee shall be made only for those participant accounts that are actively funded (i.e., accounts holding at least one full share of an Xxxxxxxxxxx fund). The payment of this fee shall not apply to loan repayment accounts or forfeiture accounts. The Company will provide OFS an invoice after the end of each quarter, identifying the broker-dealer of record and representative of record, if applicable, and outlining the number of subaccounts and/or assets subject to the aforementioned fees and OFS will make such payment to the Company within 30 business days of receipt of the invoice. Invoices submitted in excess of 60 days of the time period to which the invoice relates are subject to non-payment.
Such fee is subject to periodic review of services provided by the Company and cost savings to OFS and may be revised by OFS at any time upon notice to the Company.
2. 12b-1 Fees.
OFDI may compensate dealers, brokers, banks and other financial institutions, under the terms set forth in each applicable Fund’s Prospectus and distribution plan (“Rule 12b-1 plan”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), for providing personal service and maintenance of accounts of such entities’ customers that hold Fund Shares. Such compensation is referred to herein as a “12b-1 service fee.” The services to be provided in return for payment of a 12b-1 service fee include, among others:
(a) answering customer inquiries about the Fund and providing other personal service;
(b) assisting in establishing and maintaining accounts in the Fund;
(c) making the Funds available and providing other services at the request of the Fund or OFDI.
Fees paid in accordance with each Fund’s Rule 12b plan as described and identified in this Section of Schedule C will be made payable to HSD. The amount of the 12b-l service fee, the
calculation of the 12b- l service fee and the payment of the 12b-1 service fee shall be consistent with the terms set forth in each applicable Fund’s Prospectus, Statement of Additional Information and Rule 12b-l plan. The payment of the 12b-l service fee to HSD by or on behalf of a Fund is subject to the limitations set forth in the applicable Rule l2b-l plan and in accordance with the separate dealer agreement between HSD and OFDI, and may be reduced, revised or terminated altogether at any time at the discretion of that Fund’s board of trustees or directors, as the case may be.
SEVENTH AMENDMENT TO THE RETAIL FUND
PARTICIPATION AGREEMENT
THIS AMENDMENT (“Amendment”) dated this 28th day of April, 2016, amends that certain Retail Fund Participation Agreement dated September 20, 2000, as amended (the “Agreement”), and is entered into by and among Shareholder Services, Inc. (“SSI”), OppenheimerFunds Distributor, Inc. (“OFDI”), and Hartford Life Insurance Company (“Company”) acting through its administrator and attorney-in-fact, Massachusetts Mutual Life Insurance Company (“MassMutual”).
WHEREAS, the parties to the Agreement desire to amend the Agreement to revise the funds available under the Agreement as set forth on Schedule B to the Agreement; and
NOW THEREFORE, pursuant to Section 12(a) of the Agreement, the parties to the Agreement hereby amend the Agreement as follows:
1. Effective May 1, 2016 Schedule B and Exhibit 1 to Schedule Bare hereby deleted and replaced with the new Schedule B attached hereto.
2. Except as amended herein, the terms and· conditions contained in the Agreement shall remain in full force and effect.
3. This Amendment may be executed in counterparts, each of which shall be an original and both of which shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to the Retail Fund Participation Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
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HARTFORD LIFE INSURANCE COMPANY |
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SHAREHOLDER SERVICES, INC. | ||
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By Massachusetts Mutual Life Insurance Company, Its Administrator |
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By: |
[Redacted] |
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By: |
[Redacted] |
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Name: [Redacted] |
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Name: [Redacted] | ||
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Title: Senior Vice President |
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Title: VP | ||
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OPPENHEIMERFUNDS DISTRIBUTOR, INC. | ||
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By: |
[Redacted] | |
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Name: [Redacted] | ||
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Title: SVP | ||
SCHEDULE B
Class A, Class R and Class Y shares of the following Funds:
Xxxxxxxxxxx Capital Appreciation Fund
Xxxxxxxxxxx Capital Income Fund
Xxxxxxxxxxx Cash Reserves
Xxxxxxxxxxx Commodity Strategy Total Return Fund
Xxxxxxxxxxx Core Bond Fund
Xxxxxxxxxxx Corporate Bond Fund
Xxxxxxxxxxx Developing Markets Fund
Xxxxxxxxxxx Discovery Fund
Xxxxxxxxxxx Discovery Mid Cap Growth Fund
Xxxxxxxxxxx Dividend Opportunity Fund
Xxxxxxxxxxx Emerging Markets Innovators Fund
Xxxxxxxxxxx Emerging Markets Local Debt Fund
Xxxxxxxxxxx Equity Fund
Xxxxxxxxxxx Equity Income Fund, Inc.
Xxxxxxxxxxx Fundamental Alternatives Fund
Xxxxxxxxxxx Global Fund
Xxxxxxxxxxx Global Allocation Fund
Xxxxxxxxxxx Global Multi-Alternatives
Xxxxxxxxxxx Global Multi-Asset Income Fund
Xxxxxxxxxxx Global Multi Strategies Fund
Xxxxxxxxxxx Global Opportunities Fund
Xxxxxxxxxxx Global Real Estate Fund
Xxxxxxxxxxx Global Strategic Income Fund
Xxxxxxxxxxx Global Value Fund
Xxxxxxxxxxx Gold & Special Minerals Fund
Xxxxxxxxxxx International Bond Fund
Xxxxxxxxxxx International Diversified Fund
Xxxxxxxxxxx International Growth Fund
Xxxxxxxxxxx International Small-Mid Company Fund
Xxxxxxxxxxx International Value Fund
Xxxxxxxxxxx Limited-Term Government Fund
Xxxxxxxxxxx Limited -Term Bond
Xxxxxxxxxxx Main Street Fund
Xxxxxxxxxxx Main Street Select Fund
Xxxxxxxxxxx Main Street Small Cap Fund
Xxxxxxxxxxx Main Street Mid-Cap Fund
Xxxxxxxxxxx Money Market Fund
Xxxxxxxxxxx Portfolio Series
Xxxxxxxxxxx Real Estate Fund
Xxxxxxxxxxx Rising Dividends Fund
Xxxxxxxxxxx Senior Floating Rate Fund
Xxxxxxxxxxx Senior Floating Rate Plus Fund
Xxxxxxxxxxx Mid- Cap Value Fund
Xxxxxxxxxxx Value Fund
EIGHTH AMENDMENT TO THE RETAIL FUND
PARTICIPATION AGREEMENT
THIS EIGHTH AMENDMENT (“Amendment”) dated this 29th day of January, 2019, amends that certain Retail Fund Participation Agreement dated September 20, 2000, as amended (the “Agreement”), entered into by and among Shareholder Services, Inc. (“SSI”), OppenheimerFunds Distributor, Inc. (“OFDI”), and Xxxxxxx Resolution Life Insurance Company (formerly named Hartford Life Insurance Company) (“Company”) acting through its administrator and attorney-in fact Massachusetts Mutual Life Insurance Company (“ MassMutual”).
WHEREAS, effective June l, 2018 Hartford Life Insurance Company changed its name to Xxxxxxx Resolution Life Insurance Company;
WHEREAS, the parties have entered into the Agreement, whereby Company may purchase and redeem Class A, R, and Y shares of the Funds on behalf of certain Contract owners· and
WHEREAS, the parties desire to amend the Agreement to revise the Funds and share classes available under the Agreement as set forth on Schedule B to the Agreement and to allow the purchase and redemption of Class I shares,
NOW THEREFORE, pursuant to Section 12(a) of the Agreement, the parties to the Agreement hereby amend the Agreement as follows:
1. All references in the Agreement to Class A shares or Class N shares of the Funds, shall be deemed to include Class A, R, Y and Class I shares of the Funds as identified on Schedule B.
2. Section 6 is amended by adding the following new Subsection (k) as follows:
“(k) Notwithstanding anything to the contrary in this Agreement, or any possible inference to the contrary; Company acknowledges and agrees that no fees or any other compensation will be paid to Company by SSI or any of their affiliates for assets invested in Class I shares of the Funds.”
3. The existing Subsection (k) of the Agreement is hereby re-designated as Subsection (l).
4. Schedule C is hereby amended by adding the following new paragraph at the end thereof:
“Company represents that it is eligible to purchase Class I shares of the Funds pursuant to all of the terms and conditions of each applicable Prospectus and SAI. Notwithstanding any other provision of the Agreement, Company shall not invoice, nor shall it be entitled to receive any payment under this Agreement for any Contract assets invested in Class I shares of the Funds.”
5. Except as amended herein, the terms and conditions contained in the Agreement shall remain in full force and effect.
6. This Amendment may be executed in counterparts, each of which shall be an original and both of which shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Eighth Amendment to the Retail Fund Participation Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
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XXXXXXX RESOLUTION LIFE INSURANCE COMPANY |
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By Massachusetts Mutual Life Insurance Company, its |
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By: |
[Redacted] |
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Name: [Redacted] |
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Title: Head of Investment Solution Innovation |
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SHAREHOLDER SERVICES, INC. |
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OPPENHEIMERFUNDS DISTRIBUTOR, INC. | |||
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By: |
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By: |
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Name: [Redacted] |
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Name: [Redacted] | |||
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Title: SVP SSI, OFI |
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Title: SVP | |||
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President, SSI |
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SCHEDULE B
The following is the list of Funds available under this Agreement, which SSI or OFDI may update from time to time, with a copy to Company in due course. The fees described in Section 4 of the Agreement and Schedule C apply only to the Contracts for which Company provides services.
Class A, Class R, Class Y and Class I shares of the following Funds:
XXXXXXXXXXX CAPITAL APPRECIATION FUND
XXXXXXXXXXX CAPITAL INCOME FUND
XXXXXXXXXXX CORPORATE BOND FUND -NAME CHANGE TO XXXXXXXXXXX INTERMEDIATE INCOME FUND EFFECTIVE JAN 14, 2019
XXXXXXXXXXX DEVELOPING MARKETS FUND
XXXXXXXXXXX DISCOVERY FUND
XXXXXXXXXXX DISCOVERY MID CAP GROWTH FUND
XXXXXXXXXXX DIVIDEND OPPORTUNITY FUND
XXXXXXXXXXX EMERGING MARKETS INNOVATORS FUND
XXXXXXXXXXX EMERGING MARKETS LOCAL DEBT FUND
XXXXXXXXXXX EQUITY INCOME FUND
XXXXXXXXXXX FUNDAMENTAL ALTERNATIVES FUND
XXXXXXXXXXX GLOBAL FUND
XXXXXXXXXXX GLOBAL ALLOCATION FUND
XXXXXXXXXXX GLOBAL HIGH YIELD FUND
XXXXXXXXXXX GLOBAL MULTI-ASSET GROWTH FUND
XXXXXXXXXXX GLOBAL MULTI-ASSET INCOME FUND
XXXXXXXXXXX GLOBAL OPPORTUNITIES FUND
XXXXXXXXXXX GLOBAL REAL ESTATE FUND
XXXXXXXXXXX GLOBAL STRATEGIC INCOME FUND
XXXXXXXXXXX GLOBAL UNCONSTRAINED BOND
XXXXXXXXXXX GLOBAL FOCUS FUND
XXXXXXXXXXX GOLD & SPECIAL MINERALS FUND
XXXXXXXXXXX GOVERNMENT CASH RESERVES
XXXXXXXXXXX GOVERNMENT MONEY MARKET FUND
XXXXXXXXXXX INTERNATIONAL BOND FUND
XXXXXXXXXXX INTERNATIONAL DIVERSIFIED FUND
XXXXXXXXXXX INTERNATIONAL EQUITY FUND
XXXXXXXXXXX INTERNATIONAL GROWTH FUND
XXXXXXXXXXX INTERNATIONAL GROWTH ANO INCOME FUND
XXXXXXXXXXX INTERNATIONAL SMALL-MID COMPANY FUND
XXXXXXXXXXX LIMITED TERM GOVERNMENT FUND
XXXXXXXXXXX LIMITED-TERM BOND FUND
MACQUARIE GLOBAL INFRASTRUCTURE FUND
XXXXXXXXXXX MAIN STREET FUND
XXXXXXXXXXX MAIN STREET ALL CAP FUND
XXXXXXXXXXX XXXX XXXXXX XXX XXX FUND
XXXXXXXXXXX MAIN STREET SMALL CAP FUND
XXXXXXXXXXX MID CAP VALUE FUND
XXXXXXXXXXX PORTFOLIO SERIES: ACTIVE ALLOCATION FUND
XXXXXXXXXXX PORTFOLIO SERIES: CONSERVATIVE INVESTOR FUND
XXXXXXXXXXX PORTFOLIO SERIES: EQUITY INVESTOR FUND - NAME CHANGE TO XXXXXXXXXXX PORTFOLIO SERIES GROWTH INVESTOR FUND EFFECTIVE FEBRUARY 1, 2019.
XXXXXXXXXXX PORTFOLIO SERIES: MODERATE INVESTOR FUND
XXXXXXXXXXX REAL ESTATE FUND
XXXXXXXXXXX RISING DIVIDENDS FUND
XXXXXXXXXXX SENIOR FLOATING RATE FUND
XXXXXXXXXXX SENIOR FLOATING RATE PLUS FUND
XXXXXXXXXXX SMALL CAP VALUE FUND
XXXXXXXXXXX STEELPATH MLP & ENERGY INFRASTRUCTURE FUND
XXXXXXXXXXX STEELPATH PANORAMIC FUND
XXXXXXXXXXX TOTAL RETURN BOND FUND
XXXXXXXXXXX VALUE FUND
