SIXTH AMENDMENT TO RETAIL FUND PARTICIPATION AGREEMENT
TO RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT dated April 11, 2018 (the “Amendment”) to the Retail Fund Participation Agreement dated September 1, 2001 (together with all amendments, supplements and exhibits thereto, the “Agreement”) is made and entered into by and among Hartford Life Insurance Company (“HLI” or the “Company”) acting through its administrator and attorney-in-fact, Massachusetts Mutual Life Insurance Company (“MassMutual”), Xxxxxxx Xxxxx Trust, Xxxxxxx Sachs Trust II and Xxxxxxx, Xxxxx & Co. (now known as Xxxxxxx Sachs & Co. LLC) (“Fund Distributor” or “Underwriter”). Terms not defined in this Amendment shall have the meaning ascribed to them in the Agreement.
WHEREAS, the parties wish to add Xxxxxxx Xxxxx Trust II as a party to the Agreement and make certain series of Xxxxxxx Sachs Trust II available under the Agreement;
WHEREAS, the parties wish to amend the Agreement by adding Class R6 Shares of the Xxxxxxx Xxxxx Financial Square Government Money Market Fund, a series of Xxxxxxx Sachs Trust, to the Agreement;
WHEREAS, Class R6 Shares are sold at net asset value without a sales charge and generally are available only to Section 40l(k) plans, Section 403(b) plans, Section 457 plans, profit sharing plans, money purchase pension plans, tax-sheltered annuity plans, defined benefit pension plans, non-qualified deferred compensation plans and non-qualified pension plans or other employee benefit plans (including health savings accounts) or SIMPLE plans that are sponsored by one or more employers (including governmental or church employers) or employee organizations (“Employee Benefit Plans”);
WHEREAS, such Employee Benefit Plans must purchase Class R6 Shares through a plan level or omnibus account;
WHEREAS, effective April 28, 2017, Xxxxxxx, Xxxxx & Co. converted from a New York limited partnership to a New York limited liability company, Xxxxxxx Sachs & Co. LLC;
WHEREAS, effective August 15, 2017, Class IR Shares were renamed to Investor Shares;
WHEREAS, the parties desire to amend said Agreement in the manner hereinafter set forth; and
NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:
1. All references in the Agreement to the “Fund” shall be deemed to apply, as applicable, to Xxxxxxx Xxxxx Trust and Xxxxxxx Sachs Trust II.
2. All references to Xxxxxxx, Xxxxx & Co., a New York limited partnership, are changed to Xxxxxxx Sachs & Co. LLC, a New York limited liability company.
3. All references to Class IR Shares are changed to Investor Shares.
4. Section 9.l(a) is hereby amended to replace similar information with the information below:
If to the Company:
Massachusetts Mutual Life Insurance Company
As Administrator for Hartford Life Insurance Company
0000 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx 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
5. Schedule A to the Agreement is hereby deleted in its entirety and replaced with the new Schedule A attached hereto.
6. Schedule B to the Agreement is hereby deleted in its entirety and replaced with the new Schedule B attached hereto.
7. In all other respects, the terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this amendment to be executed by their duly authorized officer.
HARTFORD LIFE INSURANCE COMPANY |
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By Massachusetts Mutual Life Insurance Company, |
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Its Administrator |
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By: |
[Redacted] |
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Name: |
[Redacted] |
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Title: |
Senior Vice President |
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XXXXXXX XXXXX & CO. LLC |
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By: |
[Redacted] |
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Name: |
[Redacted] |
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Title: |
Managing Director |
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XXXXXXX SACHS TRUST |
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By: |
[Redacted] |
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Name: |
[Redacted] |
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Title: |
Managing Director |
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XXXXXXX XXXXX TRUST II |
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By: |
[Redacted] |
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Name: |
[Redacted] |
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Title: |
Managing Director |
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SCHEDULE A
Separate Accounts
Each Separate Account established by resolution of the Board of Directors of Company under the insurance laws of the State of Connecticut to set aside and invest assets attributable to the Contracts.
Portfolios
All equity series of Xxxxxxx Sachs Trust and the multi-manager equity funds and Xxxxxxx Xxxxx XXX Partners International Opportunities Fund of Xxxxxxx Sachs Trust II (‘‘Equity Funds’’)
All fixed income series of Xxxxxxx Xxxxx Trust and the multi-manager fixed income funds of Xxxxxxx Sachs Trust II (“Fixed Income Funds”)
All target date portfolios of Xxxxxxx Xxxxx Trust II (“Target Date Funds”)
Xxxxxxx Sachs Financial Square Government Money Market Fund, a series of Xxxxxxx Xxxxx Trust (“Money Market Fund”)
SCHEDULE B
In consideration of the services provided by the Company, Xxxxxxx Sachs Trust, Xxxxxxx Xxxxx Trust II and Xxxxxxx Sachs & Co. LLC agree to pay the Company or HSD an amount equal to the following basis points per annum on the average aggregate amount invested by the Company’s Separate Account(s) in each Portfolio under the Fund Participation Agreement, such amounts to be paid within 30 days of the end of each calendar quarter.
Fees paid in accordance with each Fund’s Rule l 2b-1 plan identified below will be made payable to HSD. Sub T/A Fees paid for sub-accounting/recordkeeping services will be made payable to the Company.
Portfolio |
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12b-1 Fees |
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Sub-TA Fees |
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Additional Revenue |
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Class A Shares - Equity Funds |
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0.25% |
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0.15% |
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0.15% |
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Class A Shares - Fixed Income Funds |
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0.25% |
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0.15% |
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0.15% |
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Class A Shares - Target Date Funds |
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0.25% |
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0.15% |
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0.00% |
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Institutional Shares - Equity Funds |
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0.00% |
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0.00% |
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0.15% |
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Institutional Shares - Fixed Income Funds |
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0.00% |
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0.00% |
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0.15% |
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Institutional Shares - Target Date Funds |
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0.00% |
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0.00% |
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0.00% |
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R Shares - Equity Funds |
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0.50% |
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0.15% |
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0.15% |
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R Shares - Fixed Income Funds |
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0.50% |
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0.15% |
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0.15% |
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R Shares - Target Date Funds |
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0.50% |
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0.15% |
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0.00% |
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Investor Shares - Equity Funds |
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0.00% |
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0.15% |
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0.15% |
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Investor Shares - Fixed Income Funds |
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0.00% |
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0.15% |
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0.15% |
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Investor Shares - Target Date Funds |
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0.00% |
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0.15% |
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0.00% |
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Class A Shares - Money Market Fund |
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0.25% |
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0.00% |
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0.00% |
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Institutional Shares - Money Market Fund |
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0.00% |
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0.00% |
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0.00% |
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R6 Shares - Money Market Fund |
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0.00% |
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0.00% |
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0.00% |
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Portfolio |
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Service Fees |
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Administrative Fees |
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Additional Revenue |
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Service Class Shares - Equity Funds |
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0.25% |
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0.25% |
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0.15% |
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Service Class Shares - Fixed Income Funds |
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0.25% |
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0.25% |
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0.15% |
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Service Class Shares -Target Date Funds |
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0.25% |
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0.25% |
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0.00% |
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Wire & ACH instructions for Hartford Securities Distribution 12b-1 and Service Fees:
Bank of America
Xxxxxxxx, XX 00000
Acct Name: Hartford Securities Distribution Company
ABA #[Redacted]
Acct# [Redacted]
Wire or ACH instructions are subject to change without necessitating an amendment and any such change will be communicated to the Fund by the Company
Please ensure Fund company name, fee type and payment period incurred are included in the wire or ACH