FIFTH AMENDMENT TO RETAIL FUND
PARTICIPATION AGREEMENT
* * *
This Fifth Amendment to Retail Fund Participation Agreement (the
"AMENDMENT") is entered into as of January 1, 2016, by and among Hartford Life
Insurance Company ("HLIC") acting through its Administrator and
attorney-in-fact, Massachusetts Mutual Life Insurance Company (MASSMUTUAL),
Hartford Securities Distribution Company, Inc. ("HSD") (HLIC and HSD are
collectively referred to as "SERVICE PROVIDER"), Lord Xxxxxx Distributor LLC,
and each of the investment companies comprising the Lord Xxxxxx Family of Funds,
including each separate investment portfolio, whether existing at the date of
this Agreement or established subsequent thereto (each a "FUND," and
collectively, the "FUNDS").
WHEREAS, the parties have entered into a Retail Fund Participation
Agreement dated September 6, 2001, as amended April 1, 2007, October 1, 2007,
October 31, 2009, and May 1, 2015 (the "AGREEMENT"), in connection with
facilitating the purchase and redemption of shares of the Funds through the
Contracts issued by HLIC for the benefit of defined contribution and other
qualified employee retirement and/or benefit plans ("PLANS") and the provision
of certain recordkeeping services to such Plans;
WHEREAS, pursuant to a purchase and sale agreement, dated September 4, 2012
(the "RPG Division Sale Agreement"), MassMutual acquired HLIC's retirement plans
group ("RPG") business on January 1, 2013 by means of certain reinsurance,
administrative and other arrangements; and
WHEREAS, in connection with MassMutual's acquisition of the RPG business,
and pursuant to an Administrative Services Agreement between HLIC and MassMutual
dated January 1, 2013, HLIC appointed MassMutual to act as its exclusive agent
and in its name as attorney-in-fact to provide all required, necessary and
appropriate administrative and other services with respect to the Contracts and
Separate Accounts that are part of the RPG business; and
WHEREAS, the parties now desire to amend the Agreement to modify the share
classes and fees payable thereunder; and
WHEREAS, unless otherwise defined herein, capitalized terms used herein
have the same meaning as in the Agreement.
NOW THEREFORE, in consideration of the promises and mutual covenants
expressed herein, and pursuant to Section 10.8 of the Agreement, the parties
agree to amend the Agreement as follows:
1. Schedule B to the Agreement is hereby deleted in its entirety and
replaced with the attached new Schedule B.
2. In the event of any inconsistencies between the Agreement and the
Amendment, the terms of the Amendment shall govern.
3. All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused the Amendment to be
executed as of the date first above written.
LORD XXXXXX FAMILY OF FUNDS HARTFORD LIFE INSURANCE COMPANY
BY ITS, ADMINISTRATOR, MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxxxx
------------------------- ----------------------------------
Xxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx
Vice President and Secretary Title: Senior Vice President
LORD XXXXXX DISTRIBUTOR LLC, HARTFORD SECURITIES DISTRIBUTION
by its Managing Member, Lord, COMPANY, INC.
Xxxxxx & Co. LLC
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
------------------------- ----------------------------------
Xxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx
Member ----------------------------------
Title: CCO
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SCHEDULE B
In consideration of the Services provided by, or on behalf of, Service Provider
under the Agreement:
- The Funds agree to pay HLIC Administration Fees at the below annual
rate based on the average daily net asset value of the respective
Shares held by HLIC's Separate Account(s).
- The Underwriter agrees to pay HLIC Shareholder Services Fees at the
below annual rate based on the average daily net asset value of the
respective Shares held by HLIC's Separate Account(s).
- The Underwriter agrees to pay HSD Distribution Fees at the below
annual rate based on the average daily net asset value of the
respective Shares held by HLIC's Separate Account(s).
Administration Fees, Shareholder Services Fees, and Distribution Fees shall be
paid by the Funds and Underwriter, as applicable, within thirty (30) days after
the end of each quarter.
ADMINISTRATION SHAREHOLDER SERVICE DISTRIBUTION FEES
FEES (PAYABLE BY FEES (PAYABLE BY (PAYABLE BY THE
PORTFOLIO THE FUNDS) THE UNDERWRITER) UNDERWRITER)
------------------ ------------------ ------------------- -----------------
CLASS A SHARES* 0.25% 0.25%** 0.00%
CLASS I SHARES* 0.10% 0.00% 0.00%
CLASS P SHARES* 0.25% 0.25% 0.20%
CLASS R2 SHARES 0.25% 0.25% 0.35%
CLASS R3 SHARES 0.25% 0.25% 0.25%
CLASS R4 SHARES 0.25% 0.25% 0.00%
CLASS R5 SHARES 0.10% 0.00% 0.00%
CLASS R6 SHARES 0.00% 0.00% 0.00%
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**This fee may be reduced for certain Funds in accordance with the Prospectus or
other information made available by the Underwriter.
**Class P Shares are closed to new retirement plans. Class A and Class I shares
shall be closed to new retirement plans effective January 1, 2016.
