AMENDMENT NO.[7]
TO THE
FUND PARTICIPATION AGREEMENT
BETWEEN
HARTFORD LIFE INSURANCE COMPANY
AND
XXXXXX RETAIL MANAGEMENT, L.P.
THIS AMENDMENT is effective as of the first day of April, 2002 by and between
Hartford Life Insurance Company ("Company" or "Insurer"), a Connecticut
corporation, and Xxxxxx Retail Management, L.P. (formerly known as "Xxxxxx
Mutual Funds Corp.) ("PRM" or the "Distributor"), as parties to the Fund
Participation Agreement (the "Agreement").
WHEREAS, Company and the Distributor have previously entered into the Agreement
on June 30, 1997, with regard to certain employee benefit, profit-sharing, and
retirement plans for which the Company now performs certain administrative and
recordkeeping services;
WHEREAS, the Company and the Distributor desire to amend said Agreement in the
manner hereinafter set forth; and
NOW THEREFORE, the parties agree as follows:
1. A WHEREAS clause is added as follows:
"WHEREAS, the Company or its designated affiliate and the Distributor or
its designated affiliate are members of the National Securities Clearing
Corporation ("NSCC") or Otherwise are authorized to have access to the
NSCC's Fund/SERV system;"
2. A WHEREAS clause is added as follows:
"WHEREAS, NSCC offers the Defined Contribution Clearing and Settlement
service (the "DCC&S") (which currently utilizes the capabilities of NSCC's
Fund/SERV, Mutual Fund Profile System and Networking services) and the
Distributor or its designated agent and the Company desire to participate
in Fund/SERV with each other by means of the DCC&S;"
3. The following provisions shall apply and supercede Section 4 of the
Agreement:
"4. a) Orders derived from, and in amounts equal to, Instructions
received by the Company, or its designated agent, prior to the
Close of Trading on the New York Stock Exchange on any Business
Day ("Day 1") shall be transmitted without modification (except
for netting or aggregation of such orders) via the National
Securities Clearing
Corporation (the "NSCC") Defined Contribution Clearing and
Settlement ("DCC&S") Fund/SERV system to the Distributor no later
than 9:30 A.M. Eastern Time on the next Business Day. Such trades
will be effected at the net asset value of each Fund's shares
calculated as of the Close of Trading on Day 1 subject to the
terms of such Fund's prospectus. The Distributor appoints the
Company as its agent for the limited purpose of accepting orders
for purchases and redemptions of shares of the Funds from
Contract Owners. Business Day shall mean each day the New York
Stock Exchange is open for trading.
b) The Distributor and the Company shall mutually agree in
writing on those instances when orders shall be transmitted to
the Distributor via facsimile rather than through the DCC&S
Fund/SERV system. In such instances, such orders shall be
transmitted to the Distributor via facsimile no later than 9:00
A.M. Eastern Time on the next Business Day.
c) On each Business Day for which the Company or its designated
agent has transmitted orders for purchases, exchanges or
redemptions for a Plan, the Distributor or its designated agent
shall send to the Company via the DCC&S Fund/SERV system,
verification of such purchases, exchanges or redemptions or
notification of the rejection of such orders ("Confirmations").
Such Confirmations shall include the total number of Shares of
each Fund held by a Plan following such, purchases, exchanges or
redemptions. The Distributor or its designated agent shall
submit, in a timely manner, such Confirmations to the DCC&S
Fund/SERV system in order for the Company to receive no later
than 11:00 A.M. Eastern Time the next Business Day.
d) In the event there are purchase and redemption orders
received by the Distributor within the time Limits set forth
above on any Business Day for any Fund, settlement shall occur
consistent with the requirements of the DCC&S Fund/SERV system.
e) For those purchase orders not transmitted via the DCC&S
Fund/SERV system, the Company shall initiate payment to the
Distributor or its designated agent in federal funds no later
than 1:00 P.M. on the Business Day following the day on which the
Instructions are treated as having been received by the
Distributor pursuant to this Agreement.
f) For those redemption orders not transmitted via the DCC&S
Fund/SERV system, the Distributor or its designated agent shall
initiate payment in federal funds no later than 1:00 P.M. on the
Business Day following the day on which the Instructions are
treated as having been received by the Distributor pursuant to
this Agreement.
g) Purchases and sales of the Fund(s) are subject to the terms
of the Funds' prospectuses.
h) In accordance with procedures established from time to time
by agreement of the parties hereto, the Distributor shall use its
best efforts to furnish to the Company, for each Fund, by means
of dedicated facsimile or electronic data interface (the
"System") no later than 7:00 P.M. Eastern Time on each Business
Day as appropriate:
(a) Net asset value information as of the Close of Trading
each Business Day when such information is used for
crediting accounts; and
(b) Dividend and capital gains distribution information,
as it arises, when such information is used for crediting
accounts; and
(c) Daily accrual for interest rate factor (mil rate)
information with respect to Funds which declare dividends
daily, when such information is used for crediting accounts.
i) The Company elects to have dividends and capital gains
distributions reinvested in additional shares at the ex-dividend
date net asset value. The Company reserves the right to revoke
this election and to receive all such dividend income and capital
gain distributions in cash. The Funds reserve the right to
suspend sales of their shares at any time and from time to time
or to refuse any order to purchase their shares. The Distributor
or its designated agent will transmit to Dealer, or its agent,
via the DCC&S NETWORKING system those Networking activity files
reflecting account activity."
The Agreement, as amended, shall remain in full force and effect.
IN WITNESS THEREOF, the Company and the Distributor have caused this
Amendment to be executed by their duly authorized officers.
HARTFORD LIFE INSURANCE COMPANY XXXXXX RETAIL MANAGEMENT LIMITED
PARTNERSHIP
By its GENERAL PARTNER, XXXXXX
RETAIL MANAGEMENT GP, INC.
BY: /s/ Xxxxx Xxxxxxxx BY: /s/ F. Xxxx Xxxxx III
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxxx Name: F. Xxxx Xxxxx III
------------------------------ ------------------------------
Title: Senior Vice-President Title: S.V.P
------------------------------ ------------------------------
Date: 5-8-02 Date: 9-2-04
------------------------------ ------------------------------
AMENDMENT NO. 8
to the
FUND PARTICIPATION AGREEMENT
Between
HARTFORD LIFE INSURANCE COMPANY
And
XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP
THIS AMENDMENT is effective as of the 17th day of December 2004, by and
between Hartford Life Insurance Company ("Company" or "Insurer"), a Connecticut
corporation, and Xxxxxx Retail Management Limited Partnership ("PRM" or the
"Distributor"), as parties to the Fund Participation Agreement (the
"Agreement").
WHEREAS, Company and the Distributor have previously entered into the
Agreement on June 30, 1997, with regard to certain employee benefit,
profit-sharing, and retirement plans (the "Plans") for which the Company now
performs certain administrative and recordkeeping services;
WHEREAS, the Company and the Distributor desire to amend said Agreement in
the manner hereinafter set forth; and
NOW THEREFORE, the parties agree as follows:
1. Effective January 1, 2005, the following new subsection is hereby added to
the end of the Agreement:
"14. a) Company shall perform some or all of the following Retirement
Program Services ("Services"):
- Participant record keeping
- Participant reporting
- Transaction processing
- Fund/investment selection and monitoring
- Employee enrollment and/or education
- Plan balance rollover or separation services
b) Consistent with any current legal requirements, including
without limitation, the Securities Exchange Act of 1934, the
rules thereunder and the applicable rules of any
self-regulatory organization, in effect at any time during
the term of this Agreement, or as requested by Company's
customers, Company agrees to provide written point of sale
disclosure to its customers describing the Services provided
by it pursuant to this Section, the payments made by PRM
pursuant to this Agreement and the payment schedule(s)
agreed to by PRM in consideration of such Services.
1
c) Company hereby represents and covenants that:
i. it will not accept compensation for promoting or selling
Xxxxxx Fund shares in the form of commissions on brokerage
transactions directed to it by a Xxxxxx Fund;
ii. it will not accept compensation for promoting or selling
Xxxxxx Fund shares in the form of commissions directed to
it by any Xxxxxx Fund from any broker or dealer which has
executed portfolio securities transactions for that Xxxxxx
Fund; and
iii. it has not entered into any agreement with any Xxxxxx
Fund or any of PRM's affiliates pursuant to which that
Xxxxxx Fund or PRM or any of its affiliates is expected
to direct brokerage commissions to it to compensate it
for promoting or selling any Xxxxxx Fund's shares."
2. Schedules A shall be deleted in its entirety and replaced with the
attached Schedule A - Funds.
3. Schedule B shall be deleted in its entirety and replaced with the attached
Schedule B - Fees.
4. Schedule C shall be deleted in its entirety and replaced with the attached
Schedule C - Plans.
The Agreement, as amended, shall remain in full force and effect.
IN WITNESS THEREOF, the Company and the Distributor have caused this
Amendment to be executed by their duly authorized officers.
HARTFORD LIFE INSURANCE COMPANY XXXXXX RETAIL MANAGEMENT LIMITED
PARTNERSHIP
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxxx
------------------------------- ---------------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx
------------------------------- ---------------------------------
Title: Vice President Title: Managing Director
------------------------------- ---------------------------------
Date: 6-16-05 Date: 7/5/2005
------------------------------- ---------------------------------
2
SCHEDULE A
FUNDS
All Open-end Xxxxxx Mutual Funds - Class A Shares
All Open-end Xxxxxx Mutual Funds - Class R Shares
All Open-end Xxxxxx Mutual Funds - Class Y Shares
The Xxxxxx Mutual Funds - Class A, R and Y Shares are eligible as an investment
option in accordance with the applicable Fund's prospectus and/or Statement of
Additional Information.
3
SCHEDULE B
FEES
PRM shall pay Company a fee with respect to each Fund, paid quarterly in arrears
within 30 days after the end of the quarter, equal to the product of (i) the
percentage specified below and (ii) the average net asset value of the
investments held in such Fund pursuant to this Agreement computed by totaling
the aggregate investment (share net asset value multiplied by the total number
of shares held each day) and dividing by the total number of days each year. The
fee shall be paid by wire transfer or by check, at Company's election.
Notwithstanding any other provisions of this Agreement, no fee shall be due on
any assets on which PRM does not receive a fee pursuant to Rule 12b-1, including
without limitation assets invested in the Xxxxxx Money Market.
FUND NAME AND SHARE CLASS ANNUAL AMOUNT
--------------------------------------------------- ---------------
All Open-ended Xxxxxx Mutual Funds - Class A Shares 0.25%
All Open-ended Xxxxxx Mutual Funds - Class R Shares 0.50%
All Open-ended Xxxxxx Mutual Funds - Class Y Shares 0.00%
Company represents and warrants that the Plan's broker of record (if any and if
not Company) has authorized and approved these payments and further that the
Company will not pay to the broker of record the fee that Company receives
pursuant to this Agreement.
In consideration of the services provided by Company pursuant to the Agreement,
PRM shall pay to Company, in addition to any other compensation payable to
Company or its affiliates, an annual fee of 0.10% (ten basis points) of the
average aggregate net asset value of shares of Class A, Class R and Class Y Plan
assets invested in Xxxxxx Funds. Effective January 1, 2005, in consideration of
the services provided by Company pursuant to the Agreement, PRM shall pay to
Company, in addition to any other compensation payable to Company or its
affiliates, an additional annual fee of 0.05% (five basis points) of the average
aggregate net asset value of shares of Class R Plan assets invested in Xxxxxx
Funds. The fees shall be calculated monthly and paid quarterly in arrears within
60 days after the end of the quarter, equal to the product of (i) the
percentages referenced above and (ii) the average net asset value of the
investments held in such Fund pursuant to this Agreement computed by totaling
the aggregate investment (share net asset value multiplied by the total number
of shares held on the last day of the month) and dividing by the total number of
months during such year.
Effective October 1, 2002, in consideration of the services provided by Company
pursuant to the Agreement, PRM shall pay to Company, in addition to any other
compensation payable to Company or its affiliates, a fee equal to 0.10% (ten
basis points) of the average daily aggregate net asset value of Xxxxxx Fund
assets above the asset level of $66,352,418 inside the defined contribution
Municipal/457 product and above the
4
asset level of $36,964,808 inside the defined contribution 401(k) Corporate
Retirement Services product. The preceding sentence supersedes any agreements
with respect to such payments on such assets.
5
SCHEDULE C
PLANS
All Plans that are invested in one or more of the Funds from time to time.
6
AMENDMENT NO. 9
to the
FUND PARTICIPATION AGREEMENT
Between
HARTFORD LIFE INSURANCE COMPANY
And
XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP
THIS AMENDMENT by and between Hartford Life Insurance Company ("Company"
or "Insurer"), a Connecticut corporation, and Xxxxxx Retail Management Limited
Partnership ("PRM" or the "Distributor"), as parties to the Fund Participation
Agreement (the "Agreement").
WHEREAS, Company and the Distributor have previously entered into the
Agreement on June 30, 1997, with regard to certain employee benefit,
profit-sharing, and retirement plans (the "Plans") for which the Company now
performs certain administrative and recordkeeping services;
WHEREAS, Xxxxxx Fiduciary Trust Company ("PFTC") serves as transfer agent,
dividend-disbursing agent and shareholder servicing agent, and PRM serves as
distributor, for the Funds;
WHEREAS, in order to effectuate the terms and conditions contained herein,
the parties acknowledge the need to add PFTC, as a party hereto; and
WHEREAS, the Company and PRM desire to amend said Agreement in the manner
hereinafter set forth; and
NOW THEREFORE, pursuant to Section 19 of the Agreement, the parties hereby
amend the Agreement as follows:
1. Schedule A shall be deleted and replaced with the attached new Schedule A.
2. Schedule B shall be deleted and replaced with the attached new "Schedule B
Funds and Fees."
3. A new Schedule C "Subaccounting Services" is attached hereto.
4. The parties wish to clarify that references to Section 14 in the EIGHTH
AMENDMENT TO THE FUND PARTICIPATION AGREEMENT should have been, and hereby
are deemed to be, references to Section 20.
5. The amendments to the Agreement contemplated by this Amendment shall be
effective as of October 1, 2006.
1
The Agreement, as amended, shall remain in full force and effect.
IN WITNESS THEREOF, the Company, PRM and PFTC have caused this Amendment
to be executed by their duly authorized officers.
XXXXXX RETAIL MANAGEMENT HARTFORD LIFE INSURANCE
LIMITED PARTNERSHIP COMPANY
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxxxx
-------------------------------- -------------------------------
Name: Xxxx Xxxxxxx Name: Xxxxx Xxxxx
-------------------------------- -------------------------------
Title: MD Title: AVP
-------------------------------- -------------------------------
Date: 4/10/07 Date: 1/5/07
-------------------------------- -------------------------------
XXXXXX FIDUCIARY TRUST
COMPANY
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
--------------------------------
Title: MD
--------------------------------
Date: 4/10/07
--------------------------------
2
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, Kl, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Two, Separate
Account Eleven
PORTFOLIOS
All Open-end Xxxxxx Mutual Funds -- Class A Shares
All Open-end Xxxxxx Mutual Funds -- Class R Shares
All Open-end Xxxxxx Mutual Funds -- Class Y Shares
3
Revised 6/13/07
SCHEDULE B
FUNDS AND FEES
I. SERVICE PAYMENTS
In consideration of services provided by Company with respect to the
DEFINED CONTRIBUTION 401(k) CORPORATE RETIREMENT SERVICES PRODUCT and the
DEFINED CONTRIBUTION MUNICIPAL/457 PRODUCT, PRM shall pay Company a fee
with respect to each Fund, paid quarterly in arrears within 30 days after
the end of the quarter, equal to the product of (i) the percentage
specified below and (ii) the average net asset value of the investments
held in such Fund pursuant to this Agreement computed by totaling the
aggregate investment (share net asset value multiplied by the total number
of shares held each day) and dividing by the total number of days each
year. The fee shall be paid by wire transfer or by check, at Company's
election.
Notwithstanding any other provisions of this Agreement, the foregoing fee
shall not be due on any assets on which PRM does not receive a fee pursuant
to Rule 12b-l, including without limitation assets invested in the Xxxxxx
Money Market Fund.
FUND NAME AND SHARE CLASS ANNUAL AMOUNT
------------------------------------------------------- ----------------
All Open-ended Xxxxxx Mutual Funds -- Class A Shares 0.25%*
All Open-ended Xxxxxx Mutual Funds -- Class R Shares 0.50%
All Open-ended Xxxxxx Mutual Funds -- Class Y Shares 0.00%
II SUBACCOUNTING SERVICE PAYMENTS
In consideration of the services provided by Company pursuant to Schedule C
of this Agreement with respect to the DEFINED CONTRIBUTION 401(k)
CORPORATE RETIREMENT SERVICES PRODUCT and the DEFINED CONTRIBUTION
MUNICIPAL/457 PRODUCT, PFTC shall pay to Company, in addition to any other
compensation payable to Company or its affiliates, an annual fee with
respect to assets invested in the Xxxxxx Mutual Funds -- Class A, Class R
and Class Y shares, except for those assets invested in shares of the
Xxxxxx Money Market Fund. The fee shall be calculated monthly and paid
quarterly in arrears within 60 days after the end of the quarter, equal to
the product of (i) 0.10% (ten basis points) and (ii) the average net asset
value of the investments held in such Fund pursuant to this Agreement. For
purposes of (ii) above, the average net asset value of investments shall be
equal to the product of the net asset value and the total number of shares
held as of the last day of each month divided by the total number of months
during such year.
----------
* Notwithstanding any other provisions of this Agreement, no fee shall be
due on any assets on which PRM is not broker of record.
4
III. RETIREMENT PROGRAM SERVICE PAYMENTS
A. DEFINED CONTRIBUTION 401(k) CORPORATE RETIREMENT SERVICES PRODUCT
In consideration of the Retirement Program Services provided by Company
pursuant to Section 20 of this Agreement, with respect to the DEFINED
CONTRIBUTION 401(k) CORPORATE RETIREMENT SERVICES PRODUCT, PRM shall pay to
Company, in addition to any other compensation payable to Company or its
affiliates, an annual fee with respect to assets invested in the Xxxxxx
Mutual Funds -- CLASS A AND CLASS R SHARES, except for those assets
invested in shares of the Xxxxxx Money Market Fund. The fee shall be
calculated monthly and paid quarterly in arrears within 60 days after the
end of the quarter, equal to the product of (i) 0.15% (fifteen basis
points) and (ii) the average net asset value of the investments held in
such Fund pursuant to this Agreement. For purposes of (ii) above, the
average net asset value of investments shall be equal to the product of the
net asset value and the total number of shares held as of the last day of
each month divided by the total number of months during such year.
In consideration of the Retirement Program Services provided by Company
pursuant to Section 20 of this Agreement, with respect to the DEFINED
CONTRIBUTION 401(k) CORPORATE RETIREMENT SERVICES PRODUCT, PRM shall pay
to Company, in addition to any other compensation payable to Company or its
affiliates, an annual fee with respect to assets invested in the Xxxxxx
Mutual Funds -- CLASS Y SHARES, except for those assets invested in shares
of the Xxxxxx Money Market Fund. The fee shall be calculated monthly and
paid quarterly in arrears within 60 days after the end of the quarter,
equal to the product of (i) 0.10% (ten basis points) and (ii) the average
net asset value of the investments held in such Fund pursuant to this
Agreement. For purposes of (ii) above, the average net asset value of
investments shall be equal to the product of the net asset value and the
total number of shares held as of the last day of each month divided by the
total number of months during such year.
B. DEFINED CONTRIBUTION MUNICIPAL/457 PRODUCT
In consideration of the Retirement Program Services provided by Company
pursuant to Section 20 of this Agreement, with respect to the DEFINED
CONTRIBUTION MUNICIPAL/457 PRODUCT, PRM shall pay to Company, in addition
to any other compensation payable to Company or its affiliates, an annual
fee with respect to assets invested in the Xxxxxx Mutual Funds -- CLASS A
AND CLASS R SHARES, except for those assets invested in shares of the
Xxxxxx Money Market Fund. The fee shall be calculated monthly and paid
quarterly in arrears within 60 days after the end of the quarter, equal to
the product of (i) 0.15% (fifteen basis points) and (ii) the average net
asset value of the investments in excess of $66,352,418 held in such Fund
pursuant to this Agreement. For purposes of (ii) above, the average net
asset value of investments shall be equal to the product of the net asset
value and the total number of shares held as of the last day of each month,
minus $66,352,418, divided by the total number of months during such year.
5
In consideration of the Retirement Program Services provided by Company
pursuant to Section 20 of this Agreement, with respect to the DEFINED
CONTRIBUTION MUNICIPAL/457 PRODUCT, PRM shall pay to Company, in addition
to any other compensation payable to Company or its affiliates, an annual
fee with respect to assets invested in the Xxxxxx Mutual Funds -- CLASS Y
SHARES, except for those assets invested in shares of the Xxxxxx Money
Market Fund. The fee shall be calculated monthly and paid quarterly in
arrears within 60 days after the end of the quarter, equal to the product
of (i) 0.10% (ten basis points) and (ii) the average net asset value of the
investments held in such Fund pursuant to this Agreement. For purposes of
(ii) above, the average net asset value of investments shall be equal to
the product of the net asset value and the total number of shares held as
of the last day of each month divided by the total number of months during
such year.
The Xxxxxx Mutual Funds -- Class A, Class R and Class Y Shares are eligible
as an investment option in accordance with the applicable Fund's prospectus
and/or Statement of Additional Information.
6
Old Version
Updated 6/13/07
SCHEDULE B
FUNDS AND FEES
I. SERVICE PAYMENTS
PRM shall pay Company a fee with respect to each Fund, paid quarterly in
arrears within 30 days after the end of the quarter, equal to the product
of (i) the percentage specified below and (ii) the average net asset value
of the investments held in such Fund pursuant to this Agreement computed by
totaling the aggregate investment (share net asset value multiplied by the
total number of shares held each day) and dividing by the total number of
days each year. The fee shall be paid by wire transfer or by check, at
Company's election.
Notwithstanding any other provisions of this Agreement, the foregoing fee
shall not be due on any assets on which PRM does not receive a fee pursuant
to Rule 12b-l, including without limitation assets invested in the Xxxxxx
Money Market Fund.
FUND NAME AND SHARE CLASS ANNUAL AMOUNT
------------------------------------------------------- ----------------
All Open-ended Xxxxxx Mutual Funds -- Class A Shares 0.25%*
All Open-ended Xxxxxx Mutual Funds -- Class R Shares 0.50%
All Open-ended Xxxxxx Mutual Funds -- Class Y Shares 0.00%
II. SUBACCOUNTING SERVICE PAYMENTS
In consideration of the services provided by Company pursuant to Schedule C
of this Agreement, PFTC shall pay to Company, in addition to any other
compensation payable to Company or its affiliates, an annual fee with
respect to assets invested in the Xxxxxx Mutual Funds -- Class A, Class R
and Class Y shares, except for those assets invested in shares of the
Xxxxxx Money Market Fund. The fee shall be calculated monthly and paid
quarterly in arrears within 60 days after the end of the quarter, equal to
the product of (i) 0.10% (ten basis points) and (ii) the average net asset
value of the investments held in such Fund pursuant to this Agreement. For
purposes of (ii) above, the average net asset value of investments shall be
equal to the product of the net asset value and the total number of shares
held as of the last day of each month divided by the total number of months
during such year.
----------
* Notwithstanding any other provisions of this Agreement, no fee shall be
due on any assets on which PRM is not broker of record.
4
III. RETIREMENT PROGRAM SERVICE PAYMENTS
In consideration of the Retirement Program Services provided by Company
pursuant to Section 20 of this Agreement, PRM shall pay to Company, in
addition to any other compensation payable to Company or its affiliates, an
annual fee with respect to assets invested in the Xxxxxx Mutual Funds --
Class A, Class R and Class Y shares, except for those assets invested in
shares of the Xxxxxx Money Market Fund. The fee shall be calculated monthly
and paid quarterly in arrears within 60 days after the end of the quarter,
equal to the product of (i) 0.05% (five basis points) and (ii) the average
net asset value of the investments held in such Fund pursuant to this
Agreement. For purposes of (ii) above, the average net asset value of
investments shall be equal to the product of the net asset value and the
total number of shares held as of the last day of each month divided by the
total number of months during such year.
In consideration of the Retirement Program Services provided by Company
pursuant to Section 20 of this Agreement, with respect to the DEFINED
CONTRIBUTION MUNICIPAL/457 PRODUCT, PRM shall pay to Company, in addition
to any other compensation payable to Company or its affiliates, an annual
fee with respect to assets invested in the Xxxxxx Mutual Funds -- Class A,
Class R and Class Y shares, except for those assets invested in shares of
the Xxxxxx Money Market Fund. The fee shall be calculated monthly and paid
quarterly in arrears within 60 days after the end of the quarter, equal to
the product of (i) 0.10% (ten basis points) and (ii) the average net asset
value of the investments in excess of $66,352,418 held in such Fund
pursuant to this Agreement. For purposes of (ii) above, the average net
asset value of investments shall be equal to the product of the net asset
value and the total number of shares held as of the last day of each month,
minus $66,352,418, divided by the total number of months during such year.
The preceding paragraph supersedes any agreements with respect to such
payments on such assets.
In consideration of the Retirement Program Services provided by Company
pursuant to Section 20 of this Agreement, with respect to the DEFINED
CONTRIBUTION 401(k) CORPORATE RETIREMENT SERVICES PRODUCT. PRM shall pay to
Company, in addition to any other compensation payable to Company or its
affiliates, an annual fee with respect to assets invested in the Xxxxxx
Mutual Funds -- Class A, Class R and Class Y shares, except for those
assets invested in shares of the Xxxxxx Money Market Fund. The fee shall be
calculated monthly and paid quarterly in arrears within 60 days after the
end of the quarter, equal to the product of (i) 0.10% (ten basis points)
and (ii) the average net asset value of the investments in excess of
$36,964,808 held in such Fund pursuant to this Agreement. For purposes of
(ii) above, the average net asset value of investments shall be equal to
the product of the net asset value and the total number of shares held as
of the last day of each month, minus $36,964,808, divided by the total
number of months during such year. The preceding paragraph supersedes any
agreements with respect to such payments on such assets.
The Xxxxxx Mutual Funds -- Class A, Class R and Class Y Shares are eligible
as an investment option in accordance with the applicable Fund's prospectus
and/or Statement of Additional Information.
5
SCHEDULE C
SUBACCOUNTING SERVICES
B1. SUBACCOUNTING SERVICES. Company shall perform the following additional
Subaccounting Services ("Subaccounting Services"):
(a) Maintain separate records for each Plan shareholder of the Funds who
holds shares of a Fund in an account with Company, which records shall
reflect shares purchased and redeemed and share balances. Company
shall maintain a single master account with the transfer agent of the
Fund on behalf of each Plan customer and such account shall be in the
name of Company or its nominee as the record owner of the shares owned
by such Plan.
(b) Disburse or credit to the Plans entitled to the same all proceeds of
redemptions of shares of the Fund and all dividends and other
distributions not reinvested in shares of the Fund.
(c) Prepare and transmit to each Plan customer periodic account statements
showing the total number of shares owned by the customer as of the
statement closing date, purchases and redemptions of Fund shares by
the customer during the period covered by the statement and the
dividends and other distributions paid to the Plan during the
statement period (whether paid in cash or reinvested in Fund shares).
Company shall transmit such statements to the Plans in such form and
at such times as shall meet any applicable legal requirements.
(d) Provide to the Funds, or to PFTC, acting in its capacity as
transfer agent for any of the Funds, or any of the agents designated
by any of them, such periodic reports as shall reasonably be concluded
by the Funds to be necessary to enable any of the Funds and its
distributor to comply with State Blue Sky requirements.
B2. RECORDS. Company agrees that it will maintain and preserve all records as
required by law to be maintained and preserved in connection with providing
the Subaccounting Services, and will otherwise comply with all laws, rules,
and regulations applicable to the Subaccounting Services. Upon the request
of a Fund, Company shall provide copies of all the historical records
relating to transactions involving that Fund and the Plans, in each case as
may be reasonably be requested to enable the Fund or its representatives,
including without limitation its auditors, investment adviser, or counsel or
PFTC or any successor transfer agent or distributor, to monitor and review
the Subaccounting Services, or to comply with any request of the Trustees
(collectively, the "Trustees") of the Funds or of a governmental body,
self-regulatory organization or shareholder. Each party agrees that it will
permit representatives of the other party (including, in PFTC's case,
representatives of the
6
Funds) to have access to personnel, facilities, and records of the other
party in order to facilitate the monitoring of the quality of the
Subaccounting Services. All costs and expenses incurred by Company in
providing access to the Funds and their representatives shall be paid by the
Funds. Notwithstanding this provision, it is understood and agreed that the
names and addresses of Company customers are the exclusive property of
Company and that such customer information will not be revealed or provided
to the Funds and their representatives pursuant to this Agreement; PROVIDED,
HOWEVER, that such customer information will be provided by Company directly
to any court or governmental agency, or as they may direct, if required by
applicable law or governmental or court order. Notwithstanding the foregoing
or anything else contained herein, this Agreement shall not require Company
or PFTC to preserve any records relating to this Agreement beyond the time
periods otherwise required by the laws to which Company or PFTC is subject.
B3. CONFIDENTIALITY. PFTC agrees that it and its representatives given access to
the personnel and/or facilities and/or records of Company in accordance with
Section B2 above shall treat all records and information obtained in
connection with access to Company personnel and/or facilities or otherwise
under this Agreement as confidential and shall not disclose information
contained therein except as permitted under Section B2, or as otherwise
required by applicable law, rule or regulation or as may be necessary or
appropriate in a proceeding to enforce their rights under this Agreement.
All such records and information maintained by Company and its affiliates in
connection with this Agreement are the exclusive property of Company and
shall remain so notwithstanding any release thereof in accordance with the
terms of this Agreement. No person having access to such records or
information may use such records or information to solicit, directly or
indirectly, any customer of Company for any purpose. The provisions of
Section B2 and B3 shall survive the termination of this Agreement.
7
AMENDMENT NO. 10
to the
FUND PARTICIPATION AGREEMENT
by and among
HARTFORD LIFE INSURANCE COMPANY,
XXXXXX FIDUCIARY TRUST COMPANY and
XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP
THIS TENTH AMENDMENT is entered into by and among Hartford Life Insurance
Company ("Company"), Hartford Securities Distribution Company, Inc. ("HSD"),
Xxxxxx Investor Services, Inc. ("PSERV"), and Xxxxxx Retail Management Limited
Partnership ("PRM") and amends that certain Fund Participation Agreement
effective as of June 30, 1997 by and between Company, PRM and Xxxxxx Fiduciary
Trust Company ("PFTC") as amended as of October 1, 2006, December 17, 2004,
April 1, 2002, May 1, 2002, September 1, 2001, June 18, 2001, September 18,
2000, August 19, 1999, and June 30, 1998 (the "Agreement"). Capitalized terms
used herein and not otherwise defined shall have the meaning set forth in the
Agreement.
WHEREAS, effective January 1, 2009, Xxxxxx Fiduciary Trust Company,
assigned its rights, duties and obligations under the Agreement to its
affiliate, PSERV;
WHEREAS, HSD is a broker-dealer registered with the Securities Exchange
Commission under the Securities Act of 1934, a member of the Financial Industry
Regulatory Authority, and affiliate of Hartford Life Insurance Company;
WHEREAS, the parties now desire to amend the Agreement to reflect both
PSERV and HSD as parties to the Agreement;
WHEREAS, in accordance with Section 19 of the Agreement, Company, HSD, PRM
and PSERV desire to enter into this Tenth Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties agree as follows:
1. Any references to "Xxxxxx Fiduciary Trust Company shall be replaced with
"Xxxxxx Investor Services, Inc."
2. Section 11 is deleted and the following inserted in lieu thereof:
11. NOTICES. Notices hereunder shall be in writing, shall be delivered
personally, sent by certified mail (return receipt requested) or sent
by facsimile machine in accordance with procedures established by
agreement of the parties hereto, and shall be addressed to a party
either at the address below or at a changed address specified by it in
a notice to the other party hereto:
AMENDMENT NUMBER 10 TO THE
FUND PARTICIPATION AGREEMENT
HARTFORD LIFE INSURANCE COMPANY
1
PSERV AND PRM:
Xxxxxx Investments
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
IO Compliance
COMPANY AND HSD:
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
3. The first sentence of Schedule B "Service Payments" (as currently in effect
pursuant to the Ninth Amendment) is hereby amended to add the phrase "or
its affiliate Hartford Securities Distribution Company, Inc." immediately
following the second reference to "Company." This sentence, as amended,
should read as follows:
"In consideration of services provided by Company under this Agreement
with respect to the Hartford Life Insurance products offered to
employer-sponsored retirement plans established and maintained under
Sections 401, 403 and 457 of the Internal Revenue Code of 1986, as
amended, PRM shall pay Company or its affiliate Hartford Securities
Distribution Company, Inc. a fee with respect to each Fund, paid
quarterly in arrears within 30 days after the end of the quarter,
equal to the product of (i) the percentage specified below and (ii)
the average net asset value of the investments held in such Fund
pursuant to this Agreement computed by totaling the aggregate
investment (share net asset value multiplied by the total number of
shares held each day) and dividing by the total number of days each
year."
5. This Agreement and any amendments hereto may be executed simultaneously in
two or more counterparts, each of which shall be an original and each of
which shall constitute one and the same instrument.
2
IN WITNESS WHEREOF, the undersigned have executed this Tenth Amendment to the
Agreement.
HARTFORD LIFE INSURANCE COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
Xxxxxxx X. Xxxx - AVP Xxxxxxx X. Xxxx - AVP
--------------------------------------- --------------------------------------
Print name and title Print name and title
/s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxx
--------------------------------------- --------------------------------------
Signature Signature
1-22-2010 1-22-2010
--------------------------------------- --------------------------------------
Date Date
XXXXXX RETAIL MANAGEMENT LIMITED XXXXXX INVESTOR SERVICES, INC.
PARTNERSHIP
Xxxxx X Xxxxxxx Xxxxxxx Xxxxxx
--------------------------------------- --------------------------------------
Print name and title Print name and title
/s/ Xxxxx X Xxxxxxx /s/ Xxxxxxx Xxxxxx
--------------------------------------- --------------------------------------
Signature Signature
2/5/2010 1-28-09
--------------------------------------- --------------------------------------
Date Date
3
