RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 27th of October, 2014, by and
among HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized
under the laws of Connecticut (hereinafter the "COMPANY") acting through its
Administrator and attorney-in-fact, Massachusetts Mutual Life Insurance Company
("MASSMUTUAL"), 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"), Investment
Managers Series Trust ("FUND COMPANY") on behalf of each of its series listed on
Schedule A, as may be amended from time to time (hereinafter, the "FUNDS"), and
IMST Distributors, LLC (hereinafter the "UNDERWRITER").
WITNESSETH:
WHEREAS, beneficial interests in each Fund represent the interest in a
particular managed portfolio of securities and other assets of the Fund
(collectively, the "PORTFOLIOS"); and
WHEREAS, the Fund Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
(hereinafter the "1940 ACT"), and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 ACT"); and
WHEREAS, the Company issues certain group variable annuity contracts and
variable funding agreements (the "CONTRACTS") in connection with retirement
plans ("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, on January 1, 2013, MassMutual acquired the Company's
Retirement Plans Group business (the "RPG BUSINESS"); and
WHEREAS, in connection with the acquisition, the Company and MassMutual
entered into a Reinsurance Agreement and an Administrative Services Agreement,
each dated January 1, 2013, relating to the RPG Business associated with and
including the Contracts, Separate Accounts, and the Company's servicing
agreements with the Plans; and
WHEREAS, pursuant to said Administrative Services Agreement dated January
1, 2013, the Company appointed MassMutual to act as its exclusive agent and in
its name as attorney-in-fact with respect to all matters required, necessary or
appropriate to administer such RPG Business and to perform any and all of the
Company's obligations with respect to such RPG Business; 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 under the insurance laws of the State of Connecticut to set aside
and invest assets attributable to the Contracts; and
WHEREAS, Oak Ridge Investments, LLC (the "ADVISER") is the investment
adviser with respect to the Portfolio of each Fund and is duly registered as an
investment adviser under the Investment Advisers Act of 1940, as amended (the
"ADVISERS ACT"), and any applicable state securities laws; and
WHEREAS, the Underwriter is the principal underwriter for the Funds and is
registered as a broker-dealer with the Securities and Exchange Commission
(hereinafter the "SEC") under the
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Securities Exchange Act of 1934, as amended (hereinafter the "1934 ACT"), and is
a member in good standing of the Financial Industry Regulatory Authority
(hereinafter, "FINRA"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Funds set forth in
SCHEDULE A on behalf of each corresponding Separate Account set forth on such
SCHEDULE A to fund the Contracts and the Funds are authorized to sell such
shares to the Separate Accounts at net asset value.
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund Company and the Underwriter agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Fund Company, on behalf of each Fund, agrees to sell to the
Company those Fund shares which the Company orders on behalf of any Separate
Account, executing such orders on a daily basis at the net asset value next
computed after receipt and acceptance by each Fund or its designee of such
order. For purposes of this Section, the Company shall be the designee of each
Fund for receipt of such orders from each Separate Account. Receipt by such
designee shall constitute receipt by a Fund; provided that the Fund receives
notice of such order via the National Securities Clearing Corporation (the
"NSCC") by 10:00 a.m. Eastern Time on the next following Business Day. Each Fund
will receive all orders to purchase its shares using the NSCC's Defined
Contribution Clearance & Settlement ("DCC&S") platform. Each Fund will also
provide the Company with account positions and activity data using the NSCC's
Networking platform. The Company shall pay for each Fund's shares by the
scheduled close of federal funds transmissions on the same Business Day it
places an order to purchase shares in accordance with this section using the
NSCC's Fund/SERV System. Payment shall be in federal funds transmitted by wire
from a Fund's designated Settling Bank to the NSCC. "BUSINESS DAY" shall mean
any day on which the New York Stock Exchange is open for trading and on which
each Fund calculates it net asset value pursuant to the rules of the SEC.
"NETWORKING" shall mean the NSCC's product that allows the Funds and the Company
to exchange account level information electronically. "SETTLING BANK" shall mean
the entity appointed by each Fund to perform such settlement services on behalf
of the Fund and agrees to abide by the NSCC's Rules and Procedures insofar as
they relate to the same day funds settlement.
If the Company is somehow prohibited from submitting purchase and
settlement instructions to a Fund for its shares via the NSCC's DCC&S platform
the following shall apply to this Section:
The Fund Company, on behalf of each Fund,agrees to sell the Company those
Fund shares which the Company orders on behalf of any Separate Account,
executing such orders on a daily basis at the net asset value next computed
after receipt and acceptance by each Fund or its designee of such order. For
purposes of this Section, the Company shall be the designee of each Fund for the
receipt of such orders from the Separate Account and receipt by such designee
shall constitute receipt by a Fund; provided that the Fund receives notice (via
email and/or facsimile) of such order by 10:00 a.m. Eastern Time on the next
following Business Day. The Company shall pay for Fund shares by 5:00 p.m.
Eastern Time on the same Business Day it places an order to purchase shares in
accordance with this section. Payment shall be in federal funds transmitted by
wire to the relevant Fund's designated custodian.
1.2 The Fund Company, on behalf of each Fund,agrees to make Fund shares
available indefinitely for purchase at the applicable net asset value per share
by the Company on Business Days; provided, however, that the Board of Trustees
of the Fund Company (hereinafter the "TRUSTEES") may refuse to sell shares of
any Fund to any person, or suspend or terminate the offering of shares of any
Fund
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if such action is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the Trustees, acting in good faith
and in compliance with their fiduciary duties under federal and any applicable
state laws, necessary in the best interests of the shareholders of any Fund.
1.3 The Fund Company, on behalf of each Fund,agrees to redeem for cash,
upon the Company's request, any full or fractional shares of a Fund held by the
Company on behalf of a Separate Account, executing such requests on a daily
basis at the net asset value next computed after receipt and acceptance by the
Fund or its designee of the request for redemption. For purposes of this
Section, the Company shall be the designee of each Fund for receipt of requests
for redemption from each Separate Account and receipt by such designee shall
constitute receipt by a Fund; provided the relevant Fund receives notice of such
request for redemption via the NSCC by 10:00 a.m. Eastern Time on the next
following Business Day. Each Fund will receive all orders to redeem Portfolio
shares using the NSCC's DCC&S platform. Each Fund will also provide the Company
with account positions and activity data using the NSCC's Networking platform.
Payment for Fund shares redeemed shall be made in accordance with this section
using the NSCC's Fund/SERV System. Payment shall be in federal funds transmitted
by 5:00 p.m. Eastern Time by the NSCC to the Separate Account's Settling Bank as
designated by the Company, on the same Business Day a Fund receives notice of
the redemption order from the Company; provided that the Fund receives notice by
10:00 a.m. Eastern Time on such Business Day.
If the Company is somehow prohibited from submitting redemption and
settlement instructions to a Fund for its shares via the NSCC's DCC&S platform
the following shall apply to this Section:
The Fund Company, on behalf of each Fund, agrees to redeem for cash, upon
the Company's request, any full or fractional shares of a Fund held by the
Company on behalf of a Separate Account, executing such requests on a daily
basis at the net asset value next computed after receipt and acceptance by the
Fund or its designee of the request for redemption. For purposes of this
Section, the Company shall be the designee each the Fund for receipt of requests
for redemption from each Separate Account and receipt by such designee shall
constitute receipt by a Fund; provided the relevant Fund receives notice of such
request for redemption by 10:00 a.m. Eastern Time on the next following Business
Day. Payment shall be in federal funds transmitted by wire by 5:00 p.m. Eastern
Time to the Separate Account as designated by the Company, on the same Business
Day a Fund receives notice of the redemption order from the Company provided
that the Fund receives notice by 10:00 a.m. Eastern Time on such Business Day.
The Fund Company, on behalf of each Fund, agrees to provide the Company or
its designee, by 2:00 p.m. Eastern Time on each Business Day, the total number
of Fund shares held by each Separate Account as of the close of the immediately
preceding Business Day.
1.4 The Company will place separate orders to purchase or redeem shares
of each Fund.
1.5 Issuance and transfer of a Fund's shares will be by book entry
only. Share certificates will not be issued to the Company or any Separate
Account.
1.6 Each Fund or its designee shall furnish prior day and same day
notice to the Company of any income, dividends or capital gain distributions
payable on the Fund's shares. The Company hereby elects to receive all such
dividends and distributions as are payable on a Fund's shares in the form of
additional shares of that Fund. Each Fund shall notify the Company of the number
of shares so issued as payment of such dividends and distributions no later than
one Business Day after issuance. The Company reserves the right to revoke this
election and to receive in cash all such dividends and distributions declared
after receipt of notice of revocation by a Fund.
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1.7 Each Fund or its designee shall make the (i) net asset value per
share of each class of Fund shares and (ii) income accrual factors, dividend,
and capital gains information available to the Company on a daily basis as soon
as reasonably practical after the close of trading each Business Day, but in no
event later than 6:30 p.m. Eastern Time on such Business Day.
1.8(a) If a Fund provides materially incorrect share net asset value
information through no fault of the Company, the Separate Accounts shall be
entitled to an adjustment with respect to the Fund's shares purchased or
redeemed to reflect the correct net asset value per share.
1.8(b) The determination of the materiality of any net asset value pricing
error and its correction shall be based on the SEC's recommended guidelines
regarding these errors. Any material error in the calculation or reporting of
net asset value per share, dividend or capital gain information shall be
reported promptly to the Company upon discovery. The Fund Company, on behalf of
each Fund, shall indemnify and hold harmless the Company against any amount the
Company is legally required to pay Contract Owners, participants or
beneficiaries that have selected a Portfolio as an investment option ("Contract
owners"), and which amount is due to the Fund's or its agents' material
miscalculation and/or incorrect reporting of or failure to report the daily net
asset value, dividend rate or capital gains distribution rate. The Company shall
submit an invoice to the Trust or its agents for such losses incurred as a
result of the above which shall be payable within sixty (60) days of receipt.
Should a material miscalculation by a Fund or its agents result in a gain to the
Company, the Company shall immediately reimburse the Fund or its agents for any
material losses incurred by the Fund or its agents as a result of the incorrect
calculation. Should a material miscalculation by a Fund or its agents result in
a gain to Contract owners, the Company will consult with the Fund or its
designee as to what reasonable efforts shall be made to recover the money and
repay the Fund or its agents. The Company shall then make such reasonable
effort, at the expense of the Fund or its agents, to recover the money and repay
the Fund or its agents; but the Company shall not be obligated to take legal
action against Contract owners.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will
be registered unless exempt and that it will make every effort to maintain such
registration under the 1933 Act to the extent required by the 1933 Act; that the
Contracts are intended to be issued and sold in compliance in all material
respects with all applicable federal and state laws. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Separate Account prior to any issuance or sale of Contracts,
shares or other interests therein, as a segregated asset account under the
insurance laws of the State of Connecticut and has registered or, prior to any
issuance or sale of the Contracts, will register and will maintain the
registration of each Separate Account as a unit investment trust in accordance
with and to the extent required by the provisions of the 1940 Act, unless exempt
therefrom, to serve as a segregated investment account for the Contracts. Unless
exempt, the Company shall amend its registration statement for its Contracts
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its Contracts. The Company shall register and
qualify the Contracts for sale in accordance with securities laws of the various
states only if and to the extent deemed necessary by the Company.
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2.2 The Fund Company, on behalf of each Fund, represents and warrants
that (i) the Fund's shares sold pursuant to this Agreement shall be registered
under the 1933 Act and duly authorized for issuance in accordance with
applicable law and that the Fund is and shall remain registered under the 1940
Act for as long as the Fund shares are sold; (ii) the Fund shall amend the
registration statement for its shares under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares; and (iii) the Fund shall register and qualify its shares for sales in
accordance with the laws of the various states only if and to the extent deemed
advisable by the Trustees.
2.3 The Fund Company, on behalf of each Fund, represents that the Fund
(a) is currently qualified as a Regulated Investment Company under Subchapter M
of the Code; (b) will make every effort to maintain such qualification (under
Subchapter M or any successor or similar provision); and (c) will notify the
Company immediately upon having a reasonable basis for believing that the Fund
has ceased to so qualify or might not so qualify in the future.
2.4 To the extent that a Fund finances distribution expenses pursuant to
Rule 12b-1 under the 1940 Act, the Fund Company, on behalf of the Fund,
represents that the Trustees, including a majority of the Trustees who are not
interested persons of the Fund, have formulated and approved a plan under Rule
12b-1 to finance distribution expenses.
2.5 The Underwriter represents and warrants that it is a member in good
standing of the FINRA and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will distribute the Fund shares in
accordance in all material respects with all applicable federal and state
securities laws, including without limitation the 1933 Act, the 1934 Act, and
the 1940 Act.
2.6 The Fund Company represents that it is lawfully organized and
validly existing as a Delaware statutory trust under the laws of the State of
Delaware and that it does and will comply in all material respects with
applicable provisions of the 1940 Act.
2.7 The Fund Company represents and warrants that all of its Trustees,
officers, employees, investment advisers, and other individuals/entities having
access to the funds and/or securities of each Fund are and continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund in an amount not less than the minimal coverage as required by Rule
17g-1 under the 1940 Act or related provisions as may be promulgated from time
to time. The aforesaid Bond includes coverage for larceny and embezzlement and
is issued by a reputable bonding company.
2.8 The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of a Fund are covered by a blanket fidelity
bond or similar coverage in an amount not less than $5 million. The aforesaid
includes coverage for larceny and embezzlement and is issued by a reputable
bonding company.
2.9 The Fund Company represents and warrants that the Adviser is and
shall remain duly registered in all material respects under all applicable
federal and state securities laws and that the Adviser shall perform its
obligations for each Fund in compliance in all material respects with the laws
of the State of Delaware and any applicable state and federal securities laws.
2.10 The foregoing representations and warranties shall be made, by the
party hereto that makes the representation or warranty as of the date first
written above and at the time of each purchase and each sale of a Fund's shares
pursuant to this Agreement.
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2.11 The Company represents that it has adopted written policies and
procedures reasonably designed to discourage frequent and/or disruptive trading
in Fund shares. The Company and the Fund Company, on behalf of each Fund, agree
to reasonably cooperate for the purpose of discouraging frequent or disruptive
trading in shares of the Funds and have entered into the a "shareholder
information agreement" under Rule 22c-2 attached as EXHIBIT 1 to this Agreement,
effective as of the date of this Agreement.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 Each Fund shall provide the Company at no charge with as many
printed copies of the Fund's current prospectus and statement of additional
information as the Company may reasonably request. If requested by the Company,
in lieu of providing printed copies of the Fund's current prospectus and
statement of additional information, the Fund shall provide camera-ready film,
computer diskettes, e-mail transmissions or PDF files containing the Fund's
prospectus and statement of additional information, and such other assistance as
is reasonably necessary in order for the Company once each year (or more
frequently if the prospectus and/or statement of additional information for the
Fund are amended during the year) to have the prospectus for the Contracts (if
applicable) and the Fund's prospectus printed together in one document or
separately. The Company may elect to print a Fund's prospectus and/or its
statement of additional information in combination with other fund companies'
prospectuses and statements of additional information.
3.2(a) each Fund shall provide the Company at no charge with copies of the
Fund's proxy statements, Fund reports to shareholders, and other Fund
communications to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.2(b) Each Fund shall pay for the cost of typesetting, printing and
distributing all Fund prospectuses, statements of additional information, Fund
reports to shareholders and other Fund communications to Contract owners and
prospective Contract owners. The Fund shall pay for all costs for typesetting,
printing and distributing proxy materials.
3.3. Each Fund's statement of additional information shall be obtainable
by Contract owners from the Fund, the Company or such other person as the Fund
may designate.
3.4 If and to the extent required by law the Company shall distribute
all proxy material furnished by a Fund to Contract owners to whom voting
privileges are required to be extended and shall:
A. solicit voting instructions from Contract owners;
B. vote the Fund shares held in the Separate Account in
accordance with instructions received from Contract owners;
and
C. so long as and to the extent that the SEC continues to
interpret the 1940 Act to require pass through voting
privileges for variable annuity contract owners, vote Fund
shares held in the Separate Account for which no timely
instructions have been received, in the same proportion as
Fund shares for which instructions have been received from
the Company's Contract owners. The Company reserves the right
to vote Fund shares held in any segregated asset account for
its own account, to the extent permitted by law.
Notwithstanding the foregoing, with respect to the Fund
shares held by unregistered Separate Accounts that issue
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Contracts issued in connection with employee benefit plans
subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended, the Company shall vote such
Fund shares allocated to such Contracts only in accordance
with the Company's agreements with such Contract owners.
3.5 Each Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the
Fund Company, each Fund and the Underwriter each piece of sales literature or
other promotional material prepared by the Company or any person contracting
with the Company in which the Fund Company, the Fund, the Adviser or the
Underwriter is described, at least five business days prior to its use. No such
literature or material shall be used without prior approval from the Fund and
the Underwriter.
4.2 Neither the Company nor any person contracting with the Company
shall give any information or make any representations or statements on behalf
of a Fund or concerning a Fund in connection with the sale of the Contracts
other than the information or representations contained in the registration
statement or prospectus for the Fund shares, as such registration statement and
prospectus may be amended or supplemented from time to time, or in reports to
shareholders or proxy statements for the Fund, or in other material approved by
the Fund and the Underwriter.
4.3 Each Fund shall furnish, or shall cause to be furnished, to the
Company or its designee, each piece of sales literature or other promotional
material in which the Company or any Separate Account is named, at least five
calendar days prior to its use. No such literature or material shall be used
without prior approval from the Company or its designee, however, the failure to
object in writing within two Business Days will be deemed approval. Such
approval process shall not apply to subsequent usage of materials that are
substantially similar to prior approved materials.
4.4 None of the Fund Company, the Funds or the Underwriter shall give
any information or make any representations on behalf of the Company or
concerning the Company, each Separate Account, or the Contracts other than the
information or representations contained in the Contracts, a disclosure
document, registration statement or prospectus for the Contracts (if
applicable), as such registration statement and prospectus may be amended or
supplemented from time to time, or in published reports for each Separate
Account which are in the public domain or approved by the Company for
distribution to Contract owners or participants, or in sales literature or other
promotional material approved by the Company, except with the permission of the
Company.
4.5 Each Fund will provide to the Company at least one complete copy of
all prospectuses, statements of additional information, reports to shareholders,
proxy statements, and all amendments to any of the above, that relate to the
Fund or its shares, promptly after the filing of such document with the SEC or
other regulatory authorities.
4.6 The Company will provide to each Fund at least one complete copy of
all prospectuses, statements of additional information, reports, solicitations
for voting instructions, and all amendments to any of the above, if applicable
to the investment in a Separate Account or Contract, promptly after the filing
of such document with the SEC or other regulatory authorities.
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4.7 For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, Internet, or other public media),
sales literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right,
title or interest in the names and marks of the Fund Company or the Funds and
that all use of any designation comprised in whole or part or such names or
marks under this Agreement shall inure to the benefit of the Fund Company, the
Funds and the Underwriter. Except as provided in Section 4.1, the Company shall
not use any such names or marks on its own behalf or on behalf of a Separate
Account in connection with marketing the Contracts without prior written consent
of the Fund Company and the Underwriter. Upon termination of this Agreement for
any reason, the Company shall cease all use of any such names or marks.
4.9 The Fund Company, the Funds and the Underwriter agree and
acknowledge that each has no right, title or interest in the names and marks of
the Company, and that all use of any designation comprised in whole or part or
such names or marks under this Agreement shall inure to the benefit of the
Company. Except as provided in Section 4.3, the Fund Company, the Funds and the
Underwriter shall not use any such names or marks on its own behalf or on behalf
of a Fund in connection with marketing the Fund without prior written consent of
the Company. Upon termination of this Agreement for any reason, the Fund
Company, the Funds and the Underwriter shall cease all use of any such names or
marks.
ARTICLE V. Fees and Expenses
5.1 Each Fund and/or the Underwriter, as applicable, shall pay or cause
to be paid, the fees and expenses provided for in the attached SCHEDULE B. If
the Underwriter is required to pay any fees pursuant to this Agreement, the
Underwriter shall be obligated to make such payments only after, for so long as
and to the extent that the Underwriter receives such payments from the
applicable Fund. The Company represents that it is eligible to receive any such
payments made to Company pursuant to this Agreement.
ARTICLE VI. Indemnification
6.1 Indemnification by the Company
(a) The Company agrees to indemnify and hold harmless the Fund
Company, each Fund, the Underwriter and each of their respective trustees,
directors, officers, employees or agents and each person, if any, who controls
the Fund Company, each Fund or the Underwriter within the meaning of section 15
of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of this
Section 6.1) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the
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written consent of the Company) or litigation (including reasonable legal and
other expenses), to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of Fund shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or statement of information for
the Contracts or contained in the Contracts or sales literature or other
promotional material for the Contracts (or any amendment or supplement to any of
the foregoing), or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided that this
agreement to indemnify shall not apply as to an Indemnified Party if such
statement or omission or such alleged statement or omission was made in reliance
upon and in conformity with information furnished by such Indemnified Party or
the Fund Company or a Fund to the Company on behalf of the Fund for use in the
registration statement, prospectus or statement of additional information for
the Contracts or in the Contracts or sales literature (or any amendment or
supplement) or otherwise for use in connection with the sale of the Contracts or
Fund shares; or
(ii) arise out of or as a result of (A) statements or
representations by or on behalf of the Company (other than statements or
representations contained in a Fund registration statement, Fund prospectus or
sales literature or other promotional material of a Fund not supplied by the
Company, or persons under its control and other than statements or
representations authorized by the Fund Company, a Fund, the Underwriter or the
Adviser); or (B) the willful misfeasance, bad faith, gross negligence or
reckless disregard of duty of the Company or persons under its control, with
respect to the sale or distribution of the Contracts or Fund shares; or
(iii) arise out of or as a result of any untrue statement or
alleged untrue statement of a material fact contained in a Fund registration
statement, Fund prospectus, statement of additional information or sales
literature or other promotional material of a Fund (or any amendment thereof or
supplement thereto) or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or omission was made in reliance
upon and in conformity with information furnished to the Fund Company, the Fund
or the Underwriter by the Company or persons under its control; or
(iv) arise as a result of any material failure by the Company
to provide the services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement or arise
out of or result from any other material breach by the Company of this
Agreement; except to the extent provided in Sections 6.1(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent
that such loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties
will promptly notify the Company of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of Fund shares
or the Contracts or the operation of a Fund.
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6.2 Indemnification By the Underwriter
(a) The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors, officers, employees or agents and each
person, if any, who controls the Company within the meaning of section 15 of the
1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of this Section
6.2) against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Underwriter) or litigation
(including reasonable legal and other expenses) to which the Indemnified Parties
may become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of Fund
shares that it distributes or the Contracts and:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for a Fund or sales
literature or other promotional material of a Fund (or any amendment or
supplement to any of the foregoing) provided to the Company by the Underwriter
(and used by the Company on the terms and for the period specified by the
Underwriter or stated in such material) or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided that this agreement to indemnify shall not apply as to any Indemnified
Party if such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished by such
Indemnified Party or the Company to the Fund Company, a Fund or the Underwriter
on behalf of the Company for use in the registration statement, prospectus or
statement of additional information for a Fund or in sales literature of a Fund
(or any amendment or supplement thereto) or otherwise for use in connection with
the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of the Underwriter's willful
misfeasance, bad faith or gross negligence in the performance of the
Underwriter's duties and obligations hereunder or the Underwriter's reckless
disregard thereof; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other promotional
material with respect to the Contracts (or any amendment thereof or supplement
thereto), or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in reliance upon
and in conformity with information furnished to the Company by the Fund or the
Underwriter or persons under the control of the Fund or the Underwriter,
respectively; or
(iii) arise as a result of any material failure by the
Underwriter to perform its duties and obligations under the terms of this
Agreement; or
(iv) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this Agreement or
arise out of or result from any other material breach of this Agreement by the
Underwriter ; except to the extent provided in Sections 6.2(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent
that such loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
10
(c) In accordance with Section 6.4 hereof, the Indemnified Parties
will promptly notify the Underwriter of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of Fund shares
or the Contracts or the operation of the Separate Accounts.
6.3 Indemnification by the Fund Company
(a) The Fund Company, on behalf of each Fund, agrees to indemnify
and hold harmless the Company and each of its directors, officers, employees or
agents and each person, if any, who controls the Company within the meaning of
section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes
of this Section 6.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Fund
Company or a Fund, as applicable) or litigation (including reasonable legal and
other expenses) to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of Fund shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for a Fund or sales
literature or other promotional material of the Fund (or any amendment or
supplement to any of the foregoing) provided by the Fund Company or the Fund, or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in conformity
with information furnished by such Indemnified Party or the Company to the Fund
Company, the Fund or the Underwriter on behalf of the Company for use in the
registration statement, prospectus or statement of additional information for
the Fund or in sales literature of the Fund (or any amendment or supplement
thereto) or otherwise for use in connection with the sale of the Contracts or
the Portfolio shares; or
(ii) arise out of or as a result of the willful misfeasance,
bad faith, gross negligence or reckless disregard of duty of the Fund or persons
under the control of the Fund with respect to the sale or distribution of the
Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other promotional
material with respect to the Contracts (or any amendment thereof or supplement
thereto), or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in reliance upon
and in conformity with information furnished to the Company by the Fund or the
Underwriter or persons under the control of the Fund or the Underwriter,
respectively; or
(iii) arise as a result of any material failure by the Fund
to provide the services and furnish the materials under the terms of this
Agreement; or
(iv) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement or arise out
of or result from any other material breach of this Agreement by the Fund;
except to the extent provided in Sections 6.3(b) and 6.4 hereof.
11
(b) No party shall be entitled to indemnification to the extent
that such loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties
will promptly notify the Fund of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of the Fund
shares or the Contracts or the operation of the Separate Accounts.
6.4 Indemnification Procedure
(a) Any person obligated to provide indemnification under this
Article VI ("INDEMNIFYING PARTY" for the purpose of this Section 6.4) shall not
be liable under the indemnification provisions of this Article VI with respect
to any claim made against a party entitled to indemnification under this Article
VI ("INDEMNIFIED PARTY" for the purpose of this Section 6.4) unless such
Indemnified Party shall have notified the Indemnifying Party in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such party shall have received notice of such
service on any designated agent), but failure to notify the Indemnifying Party
of any such claim shall not relieve the Indemnifying Party from any liability
which it may have to the Indemnified Party against whom such action is brought
otherwise than on account of the indemnification provision of this Article VI.
In case any such action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate, at its own expense, in the
defense thereof. The Indemnifying Party also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Indemnifying Party to the Indemnified Party of the
Indemnifying Party's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by the
Indemnified Party, and the Indemnifying Party will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation, unless:
(i) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel; or
(ii) the named parties to any such proceeding (including any
impleaded parties) include both the Indemnifying Party and the Indemnified Party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Connecticut.
7.2 This Agreement shall be subject to the provisions of the 1933, 1934
and 1940 Acts, and the rules and regulations and rulings thereunder, including
such exemptions from those statutes, rules and regulations as the SEC may grant
and the terms hereof shall be interpreted and construed in accordance therewith.
12
ARTICLE VIII. Term & Termination
8.1 (a) This Agreement may be terminated by the Fund Company or by the
Underwriter at any time, without payment of any penalty, on 60 days' written
notice to the Company, by (i) a vote of a majority of the Independent Trustees
of the Fund Company or (ii) the Underwriter, respectively.
8.1 (b) This Agreement may be terminated by the Company with respect to
the Underwriter or the Fund Company or any Fund at any time, without payment of
any penalty, upon 60 days' written notice to the Underwriter and the Fund
Company.
8.1 (c) This Agreement may be terminated at any time without payment of
any penalty by any party to the Agreement for cause, effective upon the date of
sending notice to the other parties. Cause for such termination may include a
material violation by one or more of the other parties of the Agreement;
commencement of bankruptcy, liquidation, or similar proceedings respecting one
or more of the other parties; or institution of formal proceedings against one
or more of the other parties by the Financial Industry Regulatory Authority, the
SEC, the Department of Labor, the Internal Revenue Service, or any other
governmental or regulatory body with respect to the other party or, in the case
of termination by the Company, the Adviser, provided that the terminating party
has a reasonable belief that the institution of formal proceedings will have a
material adverse impact on the terminating party or a material adverse impact on
the ability of the party subject to the proceeding to meet its obligations under
this Agreement. A party's failure to terminate for any cause shall not
constitute a waiver of such party's right to terminate at a later date for any
such cause.
8.2 Effect of Termination
(a) Notwithstanding any termination of this Agreement and subject to Section 1.2
of this Agreement, the Company may require a Fund to continue to make available
additional shares of the Fund for so long after the termination of this
Agreement as the Company desires pursuant to the terms and conditions of this
Agreement as provided in paragraph (b) below, for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter referred to as
"EXISTING CONTRACTS"), unless such further sale of Fund shares is proscribed by
law, regulation or an applicable regulatory body. Specifically, without
limitation, the owners of the Existing Contracts shall be permitted to direct
reallocation of investments in the Fund, redeem investments in the Fund and/or
invest in the Fund upon the making of additional purchase payments under the
Existing Contracts unless such further sale of Fund shares is proscribed by law,
regulation or an applicable regulatory body.
(b) A Fund and/or the Underwriter, as applicable, shall remain obligated to pay
or cause to be paid to Company the fees in effect as of the date of termination
for so long as shares are held by the Accounts and Company continues to provide
services to the Accounts. Such fee shall apply to shares purchased both prior to
and subsequent to the date of termination. This Agreement, or any provision
thereof, shall survive the termination to the extent necessary for each party to
perform its obligations with respect to shares for which a fee continues to be
due subsequent to such termination.
(c) In the event of the insolvency or liquidation of the Company, fees shall
continue to be payable directly to the Company or its liquidator, receiver,
conservator or statutory successor, without diminution and reasonable provision
for verification by the Company or its liquidator, receiver, conservator or
statutory successor.
13
(d) Notwithstanding the foregoing, if the Underwriter is required to pay any
fees pursuant to this Agreement, the Underwriter shall be obligated to make such
payments only after, for so long as and to the extent that the Underwriter
receives such payments from the applicable PortfolioFund.
ARTICLE IX. Notices
9.1 (a) Any notice shall be deemed duly given only if sent by
hand or overnight express delivery, evidenced by written receipt or by certified
mail, return receipt requested, to the other party at the address of such party
set forth below or at such other address as such party may from time to time
specify in writing to the other party. All notices shall be deemed given the
date received or rejected by the addressee.
If to the Company:
Massachusetts Mutual Life Insurance Company
As Administrator for Hartford Life Insurance Company
000 Xxxxxx Xxxxxx Xxxx. Xxxxxxx, Xxxxxxxxxxx 00000
Attention: RS Fund Operations, MIP M200-INVST
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Law Department, Retirement Services
Massachusetts Mutual Life Insurance Company
000 Xxxxxx Xxxxxx Xxxx.
Xxxxxxx, Xxxxxxxxxxx 00000
If to the Fund Company and/or a Fund:
Investment Managers Series Trust
C/O UMB Fund Services
000 X Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
If to the Underwriter:
IMST Distributors, LLC
Three Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx 00000
Attention: Legal Department
ARTICLE X Miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall
treat as confidential the names and addresses of the owners of the Contracts and
all other information reasonably identified as such in writing by any other
party hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information without the express prior
written consent of the affected party until such time as it may come into the
public domain. In addition, the parties hereby
14
represent that they will use and disclose Personal Information (as defined
below) only to carry out the purposes for which it was disclosed to them and
will not use or disclose Personal information if prohibited by applicable law,
including, without limitation, statutes and regulations enacted pursuant to the
Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102). "PERSONAL INFORMATION" means
financial and medical information that identifies an individual personally and
is not available to the public, including, but not limited to, credit history,
income, financial benefits, policy or claim information and medical records. If
either party outsources services to a third party, such third party will agree
in writing to maintain the security and confidentiality of any information
shared with them.
10.2 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
10.3 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
10.4 If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
10.5 This Agreement shall not be assigned by any party hereto without
the prior written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
FINRA, and state insurance regulators) and shall permit each other and such
authorities (and the parties hereto) reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby.
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to be maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the
Schedules to this Agreement from time to time to reflect changes in or relating
to the Contracts, the Separate Accounts or the Funds.
10.9 The Company acknowledges and agrees that the obligations of the
Fund Company pursuant to this Agreement with respect to any particular Fund
shall be limited solely to the assets of that Fund, and that the Company shall
not seek satisfaction of any such obligation from any other Fund, the
shareholders of any Fund, or the Trustees, officers, employees or agents of the
Fund Company or the Funds, or any of them.
15
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 INVESTMENT MANAGERS SERIES
TRUST, on behalf of each Fund
By Massachusetts Mutual Life Insurance Company
Its Administrator
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx Dam
---------------------------- ----------------------------
Name: Xxxxx Xxxxxxxxx Name: Xxxx Dam
-------------------------- --------------------------
Title: Senior Vice President Title: Treasurer
------------------------- -------------------------
IMST DISTRIBUTORS, LLC
By: /s/ Xxxx Xxxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxxx
--------------------------
Title: President
-------------------------
16
SCHEDULE A
SEPARATE ACCOUNTS
--------------------------------------------------------------------------------
Name of Separate Account
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
17
SCHEDULE B
In consideration of the services provided by the Company, each Fund and/or the
Underwriter, as applicable, agrees to pay or cause to be paid to the Company an
amount equal to the following basis points per annum on the average aggregate
amount invested by the Company's Separate Account(s) in the Fund under the Fund
Participation Agreement, such amounts to be paid within 30 days of the end of
each month.
For all series of Investment Managers Series Trust, currently or in the future,
advised by Oak Ridge Investments, LLC.
SERVICE
FUND FEES 12B-1 FEES
---------------------------------------------------------------------------
All Class A Shares 0.25% 0.25%
All Class C Shares 0.30 1.00
All Class K Shares 0.00 0.00
All Class I Shares and Class Y Shares 0.13 0.00
18
EXHIBIT 1
RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT is entered into as of October 17, 2014 by and between (i)
Hartford Life Insurance Company ("we" or "us") and (ii) ****Investment Managers
Series Trust** ("you"), on behalf of each of its series** listed on Annex A, as
may be amended from time to time (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 or its transfer agent; 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) "CONFIDENTIAL INFORMATION" includes, but is not limited to: (i)
"Nonpublic Personal Information" as defined in Title V of the Xxxxx-Xxxxx-Xxxxxx
Act of 1999 or any successor federal or state statute, and the rules and
regulations thereunder, all as may be amended or supplemented from time to time,
(ii) "Protected Health Information" as such term is defined in the Health
Insurance Portability and Accountability Act of 1996, or any successor federal
or state statute, and the rules and regulations thereunder, all as may be
amended or supplemented from time to time; and (iii) "Shareholder Information"
as such term is defined below.
(d) "CONTRACT" means a variable annuity contract, variable life insurance
policy or variable funding agreement issued through an Account.
(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. This term "Fund" does not include any "excepted
funds" as defined in Rule 22c-2(b), 17 C.F.R. 270.22c-2(b).
(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.
19
(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.
(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; (ii) pursuant to a Contract death benefit; (iii) a 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.
(j) "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 the
date of this Agreement, we agree to use our best efforts to provide the
following information to you solely for the purpose of facilitating your
compliance with Rule 22c-2. Nothing herein, nor any action by us, shall be
construed as, or infer that we have undertaken any duty or obligation, whether
express or implied, at law or in equity, to detect abusive trading activities
pursuant to the Fund Policies. We agree to provide to you, upon prior written
request, the following information that is on our books and records
(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 you, 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.
20
All requests must contain the relevant fund account number, CUSIP, trade amount
and date. Requests must be made to us directly via e-mail at:
XXXxxxXxx00x0Xxxxxxxx@xxxxxxxxxx.xxx
or such other address we may communicate to you 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. In no event shall such period begin more than six months prior to the
date of the request for information or cover a period greater than thirty (30)
days. You will not request information more often than once in any twelve-month
period except for good cause. For purposes of this Agreement, good cause will
exist where you have a reasonable belief that Shareholder transactions submitted
to the Fund indicate potential market timing or excessive trading activity or
other violation of Fund Policies.
4. FORM AND TIMING OF RESPONSE; PROCEDURES REGARDING INDIRECT INTERMEDIARIES.
(a) We agree to provide the requested Shareholder Information that is on our
books and records to you promptly, but in any event not later than 10 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 you so request, we agree to use best efforts to promptly determine
whether any specific person, identified by you from the requested Shareholder
Information, is itself an Indirect Intermediary. Upon your further request,
which must be given in accordance with Paragraph 2 above, we agree to use best
efforts either to: (i) provide (or arrange to have provided) the requested
Shareholder Information from the Indirect Intermediary; or (ii) if the Indirect
Intermediary refuses to provide the requested Shareholder Information and you so
direct us in writing, restrict or prohibit further purchases of Fund shares by
such Indirect Intermediary through the Account. We agree to inform you 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 you will be consistent with the NSCC Standardized Data
Reporting Format.
5. LIMITATION ON USE OF INFORMATION. You agree that you shall not use the
information received pursuant to this Agreement, including any Confidential
Information, for any purpose other than to comply with Rule 22c-2. You and your
affiliates shall observe applicable state and federal privacy laws, rules and
regulations with respect to Confidential Information. You shall safeguard all
Confidential Information and promptly notify us of any voluntary or involuntary
dissemination thereof. Neither you nor any of your affiliates or subsidiaries
may use any information provided pursuant to this Agreement for marketing or
solicitation purposes.
6. AGREEMENT TO RESTRICT TRADING. We agree to execute reasonable, clear and
unequivocal written instructions from you given on behalf of the Fund to
restrict or prohibit further purchases of Fund shares by a Shareholder that has
been identified by you as having engaged in transactions of the Fund's shares
(directly or indirectly through an Account) that violate Fund Policies. Unless
you 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, but only for the Contract through which such transactions in the
Fund's shares occurred. We will not impose any restriction, and nothing in this
Agreement shall require that we impose any restriction, on a Shareholder based
on any transactions other than transactions in the Fund's shares
21
through an Account. Instructions must be received by us via email at the
following address: XXXxxxXxx00x0Xxxxxxxx@xxxxxxxxxx.xxx, or such other address
that we may communicate to you 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 you in writing from time to time:
Massachusetts Mutual Life Insurance Company
0000 Xxxxx Xxxxxx, XXX X000-XXXXX
Xxxxxxxxxxx, XX 00000
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 Shareholder's TIN, ITIN or GII, if known;
(c) the specific individual Contract owner number or participant account
number (if known) associated with the Shareholder;
(d) the specific restriction(s) to be executed with respect to such
Shareholder, including how long such restriction(s) are to remain in place; and
(e) a brief written statement that may be provided to the Shareholder,
explaining how the Shareholder's transfer activity violated Fund Policies.
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 use reasonable efforts to execute
instructions given in accordance with Paragraphs 6 and 7 promptly, but in any
event not later than 10 Business Days after receipt of such instructions. We
will provide written confirmation to you or your designee as soon as reasonably
practicable 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.
22
13. COUNTERPARTS. This Agreement may be executed in one or more counterparts
each of which, when taken together, shall constitute a single instrument.
HARTFORD LIFE INSURANCE COMPANY
BY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
ITS ADMINISTRATOR
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxx
------------------------------------
Title: Senior Vice President
-----------------------------------
**INVESTMENT MANAGERS SERIES TRUST
ON BEHALF OF EACH OF ITS SERIES LISTED ON ANNEX A**
By: /s/ Xxxx Dam
--------------------------------------
Name: Xxxx Dam
------------------------------------
Title: Treasurer
-----------------------------------
Address for communications:
** Investment Managers Series Trust
0000 X. Xxxxx 00, Xxxxx 000
Xxxxxxxx, XX 00000**
23
