FIRST AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT is made and entered into this 10TH DAY OF FEBRUARY, 2012, by
and among HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company
organized under the laws of Connecticut (hereinafter the "COMPANY"), on its own
behalf and on behalf of each separate account of the Company set forth in
SCHEDULE A hereto, as may be amended from time to time (each such account
hereinafter referred to as a "SEPARATE ACCOUNT"), and Delaware Distributors,
L.P., a limited partnership organized under the State of Delaware (hereinafter
the "UNDERWRITER"), the distributor to each open-end diversified management
investment company set forth in Schedule B hereto (hereinafter each a "FUND").
WHEREAS, the parties entered into a Retail Fund Participation Agreement
dated November 6, 2008, as amended (the "AGREEMENT"); and
WHEREAS, Hartford Securities Distribution Company, Inc. ("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 an affiliate of Company, and
WHEREAS, the parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of these premises and the terms and
conditions set forth herein, the parties agree as follows:
1. SCHEDULE B of this Amendment, attached hereto, supersedes and replaces
in its entirety the SCHEDULE B of the Agreement.
2. HSD is added as a party to the Agreement.
3. Section 9.1(a) is hereby amended to add the following to the end of
the section:
If to Hartford Securities Distribution Company, Inc.:
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
4. Other than the foregoing, all other terms and conditions of the
Agreement shall remain unchanged and in full force and effect and are
ratified and confirmed in all respects by the parties to this Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and behalf by its duly authorized representative as of
the date first written above.
HARTFORD LIFE INSURANCE COMPANY DELAWARE DISTRIBUTORS, L.P.
By Delaware Distributors, Inc., its
General Partner
By: /s/ Xxxxxxx X. Xxxx By: /s/ J. Xxxxx Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxx Xxxx Name: J. Xxxxx Xxxxxxx
Title: AVP Title: President
HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxx Xxxx
Title: AVP
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SCHEDULE B
In consideration of the services provided by the Company, Underwriter, in
accordance with the terms of this Agreement, agrees to pay Company or HSD the
Rule 12b-l fee described in a Fund's Prospectus, as a percentage of the average
daily net asset value of the Company's Separate Account(s) assets invested in a
Portfolio and the Company an Administrative Fee as a percentage of the average
daily net asset value of the Company's Separate Account(s) assets invested in a
Portfolio so that the Company receives the Aggregate Fees listed below. Company
and/or HSD will only be entitled to such Rule 12b-l fees with respect to
accounts associated with the Portfolios referred to in this Agreement, such
undisputed amounts to be paid within 30 days of the end of each calendar
quarter.
With respect to Fund shares purchased pursuant to this Agreement, Underwriter
will pay Company the Administrative Fee, which is the amount of the Aggregate
Fees not covered by a Fund's Rule 12b-l fee. For the purpose of computing
payments of the Administrative Fee to the Company, the average daily amount
invested by the Company's Separate Account in a Portfolio for any calendar month
will be computed by totaling the Separate Account's aggregate investment (share
net asset value multiplied by total number of shares of the Portfolio held by
the Separate Account) on each calendar day during the month and dividing by the
total number of calendar days during each month. The Company will deliver to
Underwriter a monthly statement showing the calculation of the Administrative
Fee payable to the Company by Underwriter, along with other supporting data
reasonably requested by Underwriter. The data shall be sent in the format
described in Schedule C. Undisputed amounts to be paid within 30 days of
Underwriter's receipt of Company's statement.
ADMINISTRATIVE FEES AND RULE 12b-1 FEES
ADMINISTRATIVE RULE 12b-1
FUND FEES* FEES** TOTAL FEE
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SHARE CLASS A
All Delaware Equity Funds 0.30% 0.25% 0.55%
All Delaware Fixed Income Funds except for: 0.30% 0.25% 0.55%
- Limited-Term Diversified Income Fund 0.15% 0.15% 0.30%
- Money Market Fund 0.10% 0.00% 0.10%
SHARE CLASS R
All Delaware Equity Funds 0.30% 0.50% 0.80%
All Delaware Fixed Income Funds except for: 0.30% 0.50% 0.80%
- Limited-Term Diversified Income Fund 0.15% 0.50% 0.65%
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* Some or all of the Administrative Fees may be paid by Underwriter or one of
its affiliates out of Underwriter's or such affiliate's own assets.
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