AGREEMENT
THIS AGREEMENT, made and entered into this 21st day of November, 2002, 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" or "Account"), AMERICAN FUNDS DISTRIBUTORS,
INC., a California corporation (hereinafter, the "Underwriter") and AMERICAN
FUNDS SERVICE COMPANY, a California corporation (hereinafter, the "Transfer
Agent").
WITNESSETH:
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the "Contracts") in connection with retirement 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, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase Class A shares and Class R shares of the
investment companies identified in Schedule B hereto (each, a "Fund" and
collectively, the "Funds") on behalf of each corresponding Account set forth on
Schedule A to fund the Contracts, and the Underwriter is authorized to sell such
shares to unit investment trusts such as the Accounts at net asset value; and
WHEREAS, each Fund 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, 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, Capital Research and Management Company (the "Adviser") is the
investment adviser 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 each Fund and is
registered as a broker-dealer with the Securities and Exchange Commission
(hereinafter, the "SEC") under the Securities Exchange Act of 1934, as amended
(hereinafter, the "1934 Act"), and is a
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member in good standing of the National Association of Securities Dealers, Inc.
(hereinafter, the "NASD"); and
WHEREAS, the Transfer Agent will establish an account or accounts on its mutual
fund shareholder accounting system to reflect the Accounts' ownership of shares
of the Funds and all transactions by the Account involving such shares; and
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Underwriter and the Transfer Agent agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Transfer Agent and the Underwriter agree to sell to the Company those
shares of the Funds 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 the Transfer Agent of such order. For purposes
of this Section 1.1, the Company shall be the designee of the Transfer Agent for
receipt of such orders from each Separate Account. Receipt by such designee
shall constitute receipt by the Transfer Agent; provided that the Transfer Agent
the Underwriter receives notice of such order via the National Securities
Clearing Corporation (the "NSCC") within the time frames established by the NSCC
on the next following Business Day. The Transfer Agent will receive all orders
to purchase Fund shares using the NSCC's Defined Contribution Clearance &
Settlement ("DCC&S") platform. The Transfer Agent will also provide the Company
with account positions and activity data using the NSCC's Networking platform.
The Company shall pay for Fund shares by the scheduled close of federal funds
transmissions on the same Business Day it places an order to purchase Fund
shares in accordance with this section using the NSCC's Continuous Net
Settlement ("CNS") System. Payment shall be in federal funds transmitted by wire
to the each Fund's designated Settling Bank. Business Day shall mean any day on
which the New York Stock Exchange is open for trading and on which the Fund
calculates it net asset value pursuant to the rules of the SEC. Networking shall
mean the NSCC's product that allows the Transfer Agent and Companies to exchange
account level information electronically. Settling Bank shall mean the entity
appointed by the Transfer Agent to perform such settlement services on behalf of
each 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 the Transfer Agent for Fund shares via the NSCC's DCC&S
platform, the following shall apply to this Section 1.1:
The Transfer Agent and the Underwriter agree to sell the Company those shares of
the Fund 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 the Fund, the Transfer Agent or other designee of such order.
For purposes of this Section 1.1, the Company shall be the designee of the
Transfer Agent for the receipt of such orders from the Separate Account and
receipt by such designee shall constitute receipt by the Transfer Agent;
provided
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that the Transfer Agent or the Underwriter receives notice of such order by 9:30
a.m. Eastern Time on the next following Business Day. The Company shall pay for
Fund shares by the scheduled close of federal funds transmissions on the same
Business Day it places an order to purchase Fund shares in accordance with this
section. Payment shall be in federal funds transmitted by wire to each Fund's
designated custodian. Business Day shall mean any day on which the New York
Stock Exchange is open for trading and on which the Fund calculates it net asset
value pursuant to the rules of the SEC.
1.2 The Transfer Agent and the Underwriter agree to make shares of each Fund
available indefinitely for purchase at the applicable net asset value per share
by the Company on Business Days; provided, however, that the Boards of Directors
of the Funds (hereinafter the Trustees/Directors) may refuse to sell Fund shares
to any person, or suspend or terminate the offering of shares of the Funds if
such action is required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the Trustees/Directors, 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 the Funds.
1.3 The Transfer Agent and the Underwriter agree to redeem for cash, upon the
Company's request, any full or fractional shares of each 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
Transfer Agent of the request for redemption. For purposes of this Section 1.3,
the Company shall be the designee of the Transfer Agent for receipt of requests
for redemption from each Separate Account and receipt by such designee shall
constitute receipt by the Transfer Agent; provided the Transfer Agent or the
Underwriter receives notice of such request for redemption via the National
Securities Clearing Corporation (NSCC) within the time frames established by the
NSCC on the next following Business Day. The Transfer Agent will receive all
orders to redeem Fund shares using the NSCC's Defined Contribution Clearance &
Settlement (DCC&S) platform. The Transfer Agent 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 Continuous Net Settlement (CNS) System. Payment shall be in
federal funds transmitted by the NSCC to the Separate Account's Settling Bank as
designated by the Company, on the same Business Day the Transfer Agent or the
Underwriter receives notice of the redemption order from the Company, provided
that the Transfer Agent or the Underwriter receives notice on such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Transfer Agent for Fund shares via the NSCC's DCC&S platform
the following shall apply to this Section 1.3:
The Transfer Agent and the Underwriter agree to redeem for cash. Upon the
Company's request, any full or fractional shares of the Funds 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
Transfer Agent of the request for redemption (and salvation). For purposes of
this Section 1.3, the Company shall be the designee of the Transfer Agent for
receipt
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of requests for redemption from each Separate Account and receipt by such
designee shall constitute receipt by the Transfer Agent; provided the Transfer
Agent or the Underwriter receives notice of such request for redemption by 9:30
a.m. Eastern Time on the next following Business Day. Payment shall be in
federal funds transmitted by wire to the Separate Account as designated by the
Company, on the same Business Day the Transfer Agent or the Underwriter receives
notice of the redemption order from the Company provided that the Transfer Agent
or the Underwriter receives notice by 9:30 a.m. Eastern Time on such Business
Day.
1.4 The Company agrees to purchase and redeem the shares of each Fund in
accordance with the provisions of its then current prospectus.
1.5 The Company will place separate orders to purchase or redeem shares of each
Fund.
1.6 Issuance and transfer of each Fund's shares will be by book entry only.
Share certificates will not be issued to the Company or any Separate Account.
Purchase and redemption orders for Fund shares will be recorded in an
appropriate title for each Separate Account or the appropriate subaccount of
each Separate Account.
1.7 The Underwriter shall furnish same day notice to the Company of any income,
dividends or capital gain distributions payable on Fund shares. The Company
hereby elects to receive all such dividends and distributions as are payable on
Fund shares in the form of additional shares of the Funds. The Transfer Agent
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 the Funds.
1.8 The Underwriter shall make the net asset value per share for each Portfolio
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.
1.9 If the Underwriter provides incorrect share net asset value per share,
dividend or capital gain information through no fault of the Company and such
errors are not corrected by 4 p.m. Eastern Time the next Business Day (by
providing the incorrect and the correct NAV for each day that the error
occurred), except to the extent such errors are caused by a third party pricing
service vendor, the Underwriter, the Transfer Agent and/or the Fund shall be
liable for the systems and out of pocket costs to make all corrections to all
Contract owner, participant, or beneficiary accounts with respect to the Fund
shares purchased or redeemed to reflect the correct net asset value per share,
dividend or capital gain information so that each participant under a Contract
is made whole. Any 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 Underwriter, the Transfer Agent and/or the Fund
shall reimburse the Company for all out of pocket expenses and employee time
incurred for correcting such incorrect information.
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1.10 If the Company provides incorrect processing information through no fault
of the Fund, the Underwriter, the Transfer Agent or the Adviser, the Fund shall
be entitled to an adjustment with respect to the Fund shares purchased or
redeemed to reflect the correct information. The Company shall be liable to the
Fund for all actual Fund losses associated with making such adjustment. Any
error in the information provided by the Company shall be reported to the Fund,
the Underwriter, the Transfer Agent and the Adviser promptly upon discovery.
1.11 The Company shall make Fund shares available under this Agreement only to
those Contract owners identified on Schedule A, as amended from time to time.
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.
2.2 The Transfer Agent and the Underwriter represent and warrant that: (i) each
Fund's shares sold pursuant to this Agreement currently are, and each Fund shall
in the future use its best efforts to keep Fund shares registered under the 1933
Act and duly authorized for issuance in accordance with applicable law and that
each Fund is and shall use its best efforts to remain registered under the 1940
Act as an open-end investment company for as long as Fund shares are sold; (ii)
each Fund shall use its best efforts to 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) each Fund shall
use its best efforts to 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 Fund or the Underwriter.
2.3 The Transfer Agent and the Underwriter represent that each Fund: (a) is
currently qualified as a Regulated Investment Company under Subchapter M of the
Code; (b) will use its best efforts to maintain such qualification (under
Subchapter M or any successor or
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similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify or
might not so qualify in the future.
2.4 To the extent that the Funds finance distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Transfer Agent and the Underwriter represent that
each Fund's Board of Trustees or Directors, as applicable, including a majority
of its Trustees/Directors 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 Transfer Agent and the Underwriter make no representation as to whether
any aspect of Fund operations (including, but not limited to, fees and expenses
and investment policies) complies with the insurance laws or insurance
regulations of the various states except that the Underwriter represents that
each Fund's investment policies, fees and expenses are and shall use its best
efforts at all times to remain in compliance with the laws of the States of
Connecticut and California. The Transfer Agent and the Underwriter represent
that their and the Funds' respective operations are and shall use their best
efforts at all times to remain in material compliance with the laws of the State
of Connecticut to the extent required to perform this Agreement.
2.6 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute 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
0000 Xxx.
2.7 The Underwriter represents that each Fund is lawfully organized and validly
existing under the applicable state laws and that each Fund does and will use
its best efforts to comply in all material respects with applicable provisions
of the 1940 Act.
2.8 The Transfer Agent and the Underwriter represent and warrant that each of
the Fund's Trustees/Directors, 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 each 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.
2.9 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 each 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.
2.10 The Transfer Agent and the Underwriter represent and warrant that the
Adviser is and shall remain duly registered in all material respects under all
applicable federal and state
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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 Connecticut
and any applicable state and federal securities laws.
2.11 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 Fund shares pursuant to
this Agreement.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Transfer Agent or the Underwriter shall provide the Company at no
charge with as many printed copies of each Fund's current prospectus and
statement of additional information as the Company may reasonably request for
delivery to current Contract owners or participants invested in the Funds. If
requested by the Company, in lieu of providing printed copies of each Fund's
current prospectus and statement of additional information, the Transfer Agent
or the Underwriter may provide camera-ready film, computer diskettes, e-mail
transmissions or PDF files containing each 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 each Fund are amended during the
year) to have the prospectus for the Contracts (if applicable) and each Fund's
prospectus printed together in one document or separately. The Company may not
manipulate the content of any such electronic file, except that the Company may
elect to print each 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). The Transfer Agent or the Underwriter shall provide the Company at no
charge with copies of each 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, and printing and
distributing (provided such distribution costs do not exceed the limitations set
forth in NYSE Rule 451 and guidelines issued thereunder) all Fund prospectuses,
statements of additional information, Fund reports to shareholders and other
Fund communications to Contract owners and participants. Each 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 Transfer Agent, the Underwriter, 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 the Funds to Contract owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract owners;
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B. vote 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 Fund shares held by unregistered Separate
Accounts that issue 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. Each Fund will act in accordance with the SEC interpretation of
the requirements of Section 16(a) with respect to periodic elections of
directors or trustees and with whatever rules the SEC may promulgate with
respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Funds,
the Underwriter, the Transfer Agent or their designee, each piece of sales
literature or other promotional material prepared by the Company or any person
contracting with the Company in which the Funds, the Adviser, the Underwriter or
the Transfer Agent is described, at least five calendar days prior to its use.
No such literature or material shall be used without prior approval from the
Funds, the Underwriter, the Transfer Agent or their 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 materials previously approved under this Agreement.
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 the Funds
or concerning the Funds in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or
prospectus for 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 Funds, or in sales literature or other promotional
material approved by each Fund or its designee, except with the written
permission of the Fund or its designee.
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4.3 The Underwriter or the Transfer Agent 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 materials previously approved under
this Agreement.
4.4 Neither the Transfer Agent nor 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 written permission of the Company.
4.5 The Underwriter or the Transfer Agent 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 Funds or their shares, promptly after the filing of
such document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Underwriter and Transfer Agent 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.
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 Funds, the Underwriter or the Transfer
Agent 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 Funds, the
Underwriter and the Transfer Agent. Except as
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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 Funds, the Underwriter and
the Transfer Agent. Upon termination of this Agreement for any reason, the
Company shall cease all use of any such names or marks.
4.9 The Funds, the Underwriter and the Transfer Agent 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 Funds, the Underwriter and the Transfer Agent 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 Funds, the Underwriter
and the Transfer Agent shall cease all use of any such names or marks.
ARTICLE V. Fees and Expenses
5.1 The Funds shall pay, or have its agent pay, the fees and expenses provided
for in the attached Schedule C.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless each Fund, the
Underwriter, the Transfer Agent and each of their respective trustees,
directors, officers, employees or agents and each person, if any, who controls
the Funds 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 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 Funds to the Company on behalf of each
Fund for use in the registration statement, prospectus or statement
of additional information for the Contracts or in the Contracts or
sales
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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 Fund registration statements, Fund
prospectuses, statements of additional information or sales
literature or other promotional material of the Funds not supplied
by the Company, or persons under its control and other than
statements or representations authorized by the Funds, the
Underwriter, the Transfer Agent 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 Fund registration
statements, Fund prospectuses, statements of additional information
or sales literature or other promotional material of the 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 Funds, the
Underwriter or the Transfer Agent 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 6.3 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 6.3 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 the Funds.
6.2 Indemnification by the Underwriter and the Transfer Agent
(a) The Underwriter and the Transfer Agent agrees, with respect to each Fund
listed in Schedule B to this Agreement, 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
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amounts paid in settlement with the written consent of the Underwriter or the
Transfer Agent) 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 the shares of the Funds 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 statements,
prospectuses or statements of additional information for the Funds or sales
literature or other promotional material of the Funds (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
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
Funds, the Transfer Agent or the Underwriter on behalf of the Company for
use in the registration statements, prospectuses or statements of
additional information for the Funds or in sales literature of the Funds
(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 (a) statements or representations by
or on behalf of the Funds (other than statements or representations
contained in the registration statements, prospectuses or sales literature
for the Contracts not supplied by the Funds, the Underwriter or the
Transfer Agent or persons under their respective control and other than
statements or representations authorized by the Company); or (b) the
willful misfeasance, bad faith, gross negligence or reckless disregard of
duty of the Funds, the Underwriter or the Transfer Agent or persons under
the control of the Funds, the Underwriter, or the Transfer Agent,
respectively, 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 Funds, the Underwriter or the Transfer Agent or persons
under the control of the Funds, the Underwriter, or the Transfer Agent,
respectively; or
(iv) arise as a result of any material failure by the Funds, the
Underwriter or the Transfer Agent 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 Funds, the Underwriter or the Transfer Agent in
this
12
Agreement or arise out of or result from any other material breach of this
Agreement by the Funds, the Underwriter or the Transfer Agent ; 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.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Underwriter and the Transfer Agent 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.
6.4. 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.
13
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.
ARTICLE VIII. Termination
8.1 This Agreement shall terminate:
(a) at the option of any party upon six months' advance written notice to the
other parties unless otherwise agreed in a separate written agreement among the
parties; or
(b) at the option of the the Underwriter or the Transfer Agent upon institution
of formal proceedings against the Company by the NASD, NASD Regulation, Inc.
("NASDR"), the SEC, the insurance commission of any state or any other
regulatory body regarding the Company's duties under this Agreement or related
to the sale of the Contracts, the administration of the Contracts, the operation
of the Separate Accounts, or the purchase of Fund shares, which in the judgment
of the Underwriter or the Transfer Agent are reasonably likely to have a
material adverse effect on the Company's ability to perform its obligations
under this Agreement; or
(c) at the option of the Company upon institution of formal proceedings against
the Funds, the Underwriter or the Transfer Agent by the NASD, NASDR, the SEC, or
any state securities or insurance department or any other regulatory body,
related to the purchase or sale of Fund shares or the operation of the Funds
which in the judgment of the Company are reasonably likely to have a material
adverse effect on the Underwriter's, the Transfer Agent's or the Funds' ability
to perform its obligations under this Agreement; or
(d) at the option of the Company if any of the Funds cease to qualify as a
Regulated Investment Company under Subchapter M of the Code (a "RIC"), or under
any successor or similar provision, and the disqualification is not cured within
the period permitted for such cure, or if the Company reasonably believes that
the Funds may fail to so qualify and be unable to cure such disqualification
within the period permitted for such cure; or
(e) at the option of any party to this Agreement, upon another party's material
breach of any provision of this Agreement; provided that the party not in breach
shall give the
14
party in breach notice of the breach and the party in breach shall not cure such
breach within 30 days of receipt of such notice of breach; or
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Underwriter or the Transfer
Agent has suffered a material adverse change in its business, operations or
financial condition since the date of this Agreement or is the subject of
material adverse publicity which is likely to have a material adverse impact
upon the business and operations of the Company; or
(g) at the option of the Underwriter or the Transfer Agent if the Underwriter
or the Transfer Agent respectively, shall determine in its sole judgment
exercised in good faith, that the Company has suffered a material adverse change
in its business, operations or financial condition since the date of this
Agreement or is the subject of material adverse publicity which is likely to
have a material adverse impact upon the business and operations of the
Underwriter or the Transfer Agent; or
8.2 Notice Requirement
(a) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(b), 8.1(c) or 8.1(d), prompt written notice of the
election to terminate this Agreement for cause shall be furnished by the party
terminating the Agreement to the non-terminating parties, with said termination
to be effective upon receipt of such notice by the non-terminating parties;
provided that for any termination of this Agreement based on the provisions of
Section 8.1(d), said termination shall be effective upon the Funds' failure to
qualify as a RIC and to cure such disqualification within the period permitted
for such cure. In the event of termination of this Agreement under Section
8.1(e), said termination shall be effective upon the expiration of the period
permitted for such cure.
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(f) or 8.1(g), prior written notice of the election to
terminate this Agreement for cause shall be furnished by the party terminating
this Agreement to the non-terminating parties. Such prior written notice shall
be given by the party terminating this Agreement to the non-terminating parties
at least 60 days before the effective date of termination.
8.3 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
8.4 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to Section
8.1(a) through 8.1(g) of this Agreement and subject to Section 1.2 of this
Agreement, the Company may require the Underwriter and the Transfer Agent to
continue to make available additional shares of the Funds 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
15
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 Funds, redeem investments in the Funds and/or invest in the Funds 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) If shares of the Funds continue to be made available after termination of
this Agreement pursuant to this Section 8.4, the provisions of this Agreement
shall remain in effect exclusively with respect to Existing Contracts unless
such further sale of Fund Shares is proscribed by law, regulation or an
applicable regulatory body. Notwithstanding the foregoing, in the event the Fund
is in good faith dissatisfied with the quality of services provided under this
Agreement, the fees under Section 5.1 may be discontinued upon 30 days written
notice to the Company allowing 10 days for the Company to cure any such defects.
8.5 Until 90 days after the Company shall have notified the Underwriter or the
Transfer Agent of its intention to do so, or except as necessary to implement
Contract owner initiated or approved transactions, or as required by state
insurance laws or regulations, the Company shall not redeem Fund Shares
attributable to the Contracts (as opposed to Fund shares attributable to the
Company's assets held in the Separate Account), and the Company shall not
prevent Contract owners from allocating payments to the Funds that were
otherwise available under the Contracts.
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:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, Investment Products Division
with a copy to:
Xxxxxxxxx X. Xxxxxx, General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
16
If to the Underwriter:
American Funds Distributors, Inc.
000 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention:Xxxxxxx X. Xxxxxx, Secretary
Facsimile:000-000-0000
with a copy to:
Xxxxxxx X. Xxxxxxxxxx, Esq.
Capital Research and Management Company
000 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Facsimile:000-000-0000
If to the Transfer Agent:
American Funds Service Company
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention:Xxxxxxx X. Xxxxxxxxxx, Secretary
Facsimile:000-000-0000
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.
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.
17
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
NASD, NASDR 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. Notwithstanding the foregoing, each party
hereto further agrees to furnish the California Insurance Commissioner with any
information or reports in connection with services provided under this Agreement
which such Commissioner may request in order to ascertain whether the insurance
operations of the Company are being conducted in a manner consistent with the
California laws and regulations.
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 the Schedules to this Agreement
from time to time to reflect changes in or relating to the Contracts, the
Separate Accounts or the Funds.
[The rest of this page has intentionally left blank.]
18
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
By /s/ Xxxx Xxxxxxxx
------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
AMERICAN FUNDS DISTRIBUTORS, INC.
By /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: Secretary
AMERICAN FUNDS SERVICE COMPANY
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Secretary
19
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts.
THE CONTRACT OWNERS PERMITTED TO PURCHASE SHARES UNDER THIS AGREEMENT ARE:
FUND CONTRACT OWNERS
-------------------------------------------------------------------------------------------------------
- AMCAP Fund, Inc. - Hartford 401 Masters Retirement Program
- American Balanced Fund, Inc. - Hartford 401 Cornerstone Retirement Program
- American Mutual Fund, Inc. - Sections 401, 403(b) or 457 qualified retirement
- The Bond Fund of America, Inc. plans with at least $50 million in plan assets
- Capital Income Builder, Inc. - Xxxx Xxxxx -- Hartford 401 Key Program
- EuroPacific Growth Fund
- Fundamental Investors, Inc.
- The Growth Fund of America, Inc.
- The Income Fund of America, Inc.
- The Investment Company of America
- The New Economy Fund
- New Perspective Fund, Inc.
- Washington Mutual Investors Fund, Inc.
- The Growth Fund of America, Inc. - San Xxxxxxx County Deferred Compensation Plan
- The Investment Company of America - Monroe County Deferred Compensation Plan
20
SCHEDULE B
AMCAP Fund, Inc.
American Balanced Fund, Inc.
American Mutual Fund, Inc.
The Bond Fund of America, Inc.
Capital Income Builder, Inc.
EuroPacific Growth Fund
Fundamental Investors, Inc.
The Growth Fund of America, Inc.
The Income Fund of America, Inc.
The Investment Company of America
The New Economy Fund
New Perspective Fund, Inc.
Washington Mutual Investors Fund, Inc.
21
SCHEDULE C
In consideration of the services provided by the Company, the Adviser agrees to
pay the Company an amount equal to the following fees per participant and basis
points per annum on the average aggregate amount invested by the Company's
Separate Account(s) in the Funds under this Agreement, such amounts to be paid
within 30 days of the end of each calendar quarter.
SHARE
FUND CLASS SUB-TA FEES
-----------------------------------------------------------------------------------------------------------------------
- AMCAP Fund, Inc. Class A $12 per participant for participants under:
- American Balanced Fund, Inc. - Hartford 401 Masters Retirement Program
- American Mutual Fund, Inc. - Hartford 401 Cornerstone Retirement Program
- The Bond Fund of America, Inc. - Sections 401, 403(b) or 457 qualified retirement
- Capital Income Builder, Inc. plans with at least $50 million in plan assets
- EuroPacific Growth Fund
- Fundamental Investors, Inc.
- The Growth Fund of America, Inc.
- The Income Fund of America, Inc.
- The Investment Company of America
- The New Economy Fund
- New Perspective Fund, Inc.
- Washington Mutual Investors Fund, Inc.
- The Growth Fund of America, Inc. Class A $3 per participant for participants under:
- The Investment Company of America - San Xxxxxxx County Deferred Compensation Plan
- Monroe County Deferred Compensation Plan
- AMCAP Fund, Inc. Class R-3 10 basis points per annum on the average
- American Balanced Fund, Inc. aggregate amount invested by the Company's
- American Mutual Fund, Inc. Separate Account(s) in the Funds under:
- The Bond Fund of America, Inc. - Hartford 401 Masters Retirement Program
- Capital Income Builder, Inc. - Hartford 401 Cornerstone Retirement Program
- EuroPacific Growth Fund - Sections 401, 403(b) or 457 qualified retirement
- Fundamental Investors, Inc. plans with at least $50 million in plan assets
- The Growth Fund of America, Inc. - Xxxx Xxxxx -- Hartford 401 Key Program
- The Income Fund of America, Inc.
- The Investment Company of America
- The New Economy Fund
- New Perspective Fund, Inc.
- Washington Mutual Investors Fund, Inc.
22
FIRST AMENDMENT TO AGREEMENT
By and Between
AMERICAN FUNDS DISTRIBUTORS, INC.,
AMERICAN FUNDS SERVICE COMPANY,
And
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY (the "COMPANY"), AMERICAN FUNDS DISTRIBUTORS,
INC. (the "UNDERWRITER") and AMERICAN FUNDS SERVICE COMPANY, (the "TRANSFER
AGENT") hereby enter into this Amendment as of the 21st day of January, 2005
WHEREAS, the Company, the Transfer Agent and the Underwriter previously entered
into an Agreement (the "Agreement") dated November 21, 2002;
WHEREAS, the parties wish to amend the Agreement to allow for the addition of
certain Funds;
WHEREAS, defined terms in the Agreement shall have the same meaning in this
Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Schedule C shall be replaced by the attached Schedule C.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
IN WITNESS HEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representatives.
HARTFORD LIFE INSURANCE COMPANY AMERICAN FUNDS SERVICE COMPANY
By: /s/ J Davey By: /s/ Xxxxx Xxxxxx
-------------------------------- --------------------------------
Name: J Davey Name: Xxxxx Xxxxxx
Title: Vice President Title: Vice President
Date: 1-21-05 Date: 12/13/04
AMERICAN FUNDS DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
Date: 12/14/04
2
SCHEDULE C
In consideration of the services provided by the Company, the Adviser agrees to
pay the Company an amount equal to the following fees per participant and basis
points per annum on the average aggregate amount invested by the Company's
Separate Account(s) in the Funds under this Agreement, such amounts to be paid
within 30 days of the end of each calendar quarter.
FUND SHARE CLASS SERVICE FEES
------------------------------------------------------------------------------------------------------------------
- AMCAP Fund, Inc. Class A $12 per participant for participants under:
- American Balanced Fund, Inc. - Hartford 401 Masters Retirement Program
- American Mutual Fund, Inc. - Hartford 401 Cornerstone Retirement Program
- The Bond Fund of America, Inc. - Sections 401, 403(b) or 457 qualified retirement
- Capital Income Builder, Inc. plans with at least $50 million in plan assets
- EuroPacific Growth Fund
- Fundamental Investors, Inc.
- The Growth Fund of America, Inc.
- The Income Fund of America, Inc.
- The Investment Company of America
- The New Economy Fund
- New Perspective Fund, Inc.
- Washington Mutual Investors Fund, Inc.
- The Growth Fund of America, Inc. Class A $3 per participant for participants under:
- The Investment Company of America - San Xxxxxxx County Deferred Compensation Plan
- Monroe County Deferred Compensation Plan
- AMCAP Fund, Inc. Class R-3 10 basis points per annum on the average aggregate
- American Balanced Fund, Inc. amount invested by the Company's Separate
- American Mutual Fund, Inc. Account(s) in the Funds under:
- The Bond Fund of America, Inc. - Hartford 401 Masters Retirement Program
- Capital Income Builder, Inc. - Hartford 401 Cornerstone Retirement Program
- EuroPacific Growth Fund - Sections 401, 403(b) or 457 qualified retirement
- Fundamental Investors, Inc. plans with at least $50 million in plan assets
- The Growth Fund of America, Inc. - Xxxx Xxxxx -- Hartford 401 Key Program
- The Income Fund of America, Inc.
- The Investment Company of America
- The New Economy Fund
- New Perspective Fund, Inc.
- Washington Mutual Investors Fund, Inc.
- SMALLCAP World Fund
- Capital World Growth and Income Fund
- AMCAP Fund, Inc. Class R-I 10 basis points per annum on the average aggregate
- American Balanced Fund, Inc. amount invested by the Company's Separate
- American Mutual Fund, Inc. Account(s) in the Funds under:
- The Bond Fund of America, Inc. - Hartford 401 Masters Retirement Program
- Capital Income Builder, Inc. - Hartford 401 Cornerstone Retirement Program
- EuroPacific Growth Fund - Sections 401, 403(b) or 457 qualified retirement
- Fundamental Investors, Inc. plans with at least $50 million in plan assets
- The Growth Fund of America, Inc. - Xxxx Xxxxx -- Hartford 401 Key Program
- The Income Fund of America, Inc.
- The Investment Company of America
- The New Economy Fund
- New Perspective Fund, Inc.
- Washington Mutual Investors Fund, Inc.
- SMALLCAP World Fund
- Capital World Growth and Income Fund
3
SECOND AMENDMENT TO AGREEMENT
By and Between
AMERICAN FUNDS DISTRIBUTORS, INC.,
AMERICAN FUNDS SERVICE COMPANY,
And
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY (the "COMPANY"), AMERICAN FUNDS DISTRIBUTORS,
INC. (the "UNDERWRITER") and AMERICAN FUNDS SERVICE COMPANY, (the "TRANSFER
AGENT") hereby enter into this Amendment as of the 1st day of November, 2006.
WHEREAS, the Company, the Transfer Agent and the Underwriter previously entered
into an Agreement (the "Agreement") dated November 21, 2002 as amended on
January 21, 2005;
WHEREAS, the parties wish to amend the Agreement to allow for the addition of
certain Funds; and
WHEREAS, defined terms in the Agreement shall have the same meaning in this
Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Schedule C shall be replaced by the attached Schedule C.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
[Remainder of page intentionally left blank]
IN WITNESS HEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representatives.
HARTFORD LIFE INSURANCE COMPANY AMERICAN FUNDS SERVICE COMPANY
By: /s/ Xxxxx Xxxxx By: /s/ Xxxx Xxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxx Name: Xxxx Xxx
Title: Assistant Vice President Title: Control Manager
Date: 12/8/06 Date: 11-1-06
AMERICAN FUNDS DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary
Date: 11-1-06
APPROVED FOR SIGNATURE
BY CRMC LEGAL DEPT. TYM
2
SCHEDULE C
In consideration of the services provided by the Company, the Adviser agrees to
pay the Company an amount equal to the following fees per participant and basis
points per annum on the average aggregate amount invested by the Company's
Separate Account(s) in the Funds under this Agreement, such amounts to be paid
within 30 days of the end of each calendar quarter.
FUND SHARE CLASS SERVICE FEES
---------------------------------------------------------------------------------------------------------------------
- AMCAP Fund, Inc. Class A $12 per participant for participants under:
- American Balanced Fund, Inc. - Hartford 401 Masters Retirement Program
- American Mutual Fund, Inc. - Hartford 401 Cornerstone Retirement Program
- The Bond Fund of America, Inc. - Sections 401, 403(b) or 457 qualified retirement
- Capital Income Builder, Inc. plans with at least $50 million in plan assets
- EuroPacific Growth Fund
- Fundamental Investors, Inc.
- The Growth Fund of America, Inc.
- The Income Fund of America, Inc.
- The Investment Company of America
- The New Economy Fund
- New Perspective Fund, Inc.
- Washington Mutual Investors Fund, Inc.
- The Growth Fund of America, Inc. Class A $3 per participant for participants under:
- The Investment Company of America - San Xxxxxxx County Deferred Compensation Plan
- Monroe County Deferred Compensation Plan
- AMCAP Fund, Inc. Class R-3 10 basis points per annum on the average aggregate
- American Balanced Fund, Inc. amount invested by the Company's Separate
- American Mutual Fund, Inc. Account(s) in the Funds under:
- The Bond Fund of America, Inc. - Hartford 401 Masters Retirement Program
- Capital Income Builder, Inc. - Hartford 401 Cornerstone Retirement Program
- EuroPacific Growth Fund - Sections 401, 403(b) or 457 qualified retirement
- Fundamental Investors, Inc. plans with at least $50 million in plan assets
- The Growth Fund of America, Inc. - Xxxx Xxxxx -- Hartford 401 Key Program
- The Income Fund of America, Inc.
- The Investment Company of America
- The New Economy Fund
- New Perspective Fund, Inc.
- Washington Mutual Investors Fund, Inc.
- SMALLCAP World Fund
- Capital World Growth and Income Fund
- New World Fund
- AMCAP Fund, Inc. Class R-1 10 basis points per annum on the average aggregate
- American Balanced Fund, Inc. amount invested by the Company's Separate
- American Mutual Fund, Inc. Account(s) in the Funds under:
- The Bond Fund of America, Inc. - Hartford 401 Masters Retirement Program
- Capital Income Builder, Inc. - Hartford 401 Cornerstone Retirement Program
- EuroPacific Growth Fund - Sections 401, 403(b) or 457 qualified retirement
- Fundamental Investors, Inc. plans with at least $50 million in plan assets
- The Growth Fund of America, Inc. - Xxxx Xxxxx -- Hartford 401 Key Program
- The Income Fund of America, Inc.
- The Investment Company of America
- The New Economy Fund
- New Perspective Fund, Inc.
- Washington Mutual Investors Fund, Inc.
- SMALLCAP World Fund
- Capital World Growth and Income Fund
- New World Fund
3
THIRD AMENDMENT TO AGREEMENT
By and Between
AMERICAN FUNDS DISTRIBUTORS, INC.,
AMERICAN FUNDS SERVICE COMPANY,
And
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY (the "COMPANY"), AMERICAN FUNDS DISTRIBUTORS,
INC. (the "UNDERWRITER") and AMERICAN FUNDS SERVICE COMPANY, (the "TRANSFER
AGENT") hereby enter into this Amendment as of the 30th day of September, 2008.
WHEREAS, the Company, the Transfer Agent and the Underwriter previously entered
into an Agreement (the "Agreement") dated November 21, 2002 as amended;
WHEREAS, the parties wish to amend the Agreement to make Classes X-0, X-0, X-0,
X-0 and R-5 shares (collectively "Class R shares") of each fund in the American
Funds group of mutual funds ("Funds") available to the Company to fund the
Contracts; and to modify certain provisions of the Agreement relating to the
compensation payable in respect of Class A and Class R shares of the Funds; and,
WHEREAS, defined terms in the Agreement shall have the same meaning in this
Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Schedule A shall be replaced by the attached Schedule A.
2. Schedule B and all references thereto shall be deleted in their entirety.
3. Schedule C shall be replaced by the attached Schedule B and all references
to Schedule C in the Agreement shall refer to Schedule B.
4. Section 9.1 Notices to the Transfer Agent shall be updated as follows:
American Funds Service Company
0000 Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: HOST Control -- Contract Administration
Facsimile: 210/474-4088
5. Except as otherwise specifically set forth in this Amendment, all other
terms of the Agreement shall remain unchanged and continue in full force and
effect.
6. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
SIGNATURE PAGE FOLLOWS
IN WITNESS HEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representatives.
HARTFORD LIFE INSURANCE COMPANY AMERICAN FUNDS SERVICES COMPANY
Signature: /s/ Xxxxx Xxxxx Signature: /s/ Xxxx Xxx
---------------------------- ----------------------------
Name: Xxxxx Xxxxx Name: Xxxx Xxx
Title: Assistant Vice President Title: Assistant Vice President
Date: 10/14/08 Date: 9-30-08
REVIEWED FOR SIGNATURE BY AFS
CONTRACT ADMIN. [ILLEGIBLE]
AMERICAN FUNDS DISTRIBUTORS, INC.
Signature: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary
Date: 10-9-08
APPROVED FOR SIGNATURE BY CRMC
[ILLEGIBLE]
2
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts.
SCHEDULE B
In consideration of the services provided by the Company, the Transfer Agent
agrees to pay the Company an amount equal to the following fees per participant
and basis points per annum on the average aggregate amount invested by the
Company's Separate Account(s) in the Funds under this Agreement. Per participant
fees will be invoiced to Transfer Agent quarterly and are payable within 30 days
following Transfer Agent's reconciliation of the invoice (currently the quarters
for which fees are payable end on the last Business Day of March, June,
September and December). Invoices shall conform to the standards for file format
and transmission established by Transfer Agent. Asset Based fees shall be paid
by Transfer Agent to the Company within 30 days following the end of the quarter
for which such fees are payable (currently the quarters for which fees are
payable end on the last Business Day of January, April, July and October).
SHARE
FUND CLASS SERVICE FEES
------------------------------------------------------------------------------------------------------------------
- AMCAP Fund, Inc. Class A With respect to (i) the Hartford 401 Masters
- American Balanced Fund, Inc. Retirement Program, (ii) the Hartford 401
- American Mutual Fund, Inc. Cornerstone Retirement Program and (iii) Sections
- The Bond Fund of America, Inc. 401, 403(b) or 457 qualified retirement plans with
- Capital Income Builder, Inc. at least $50 million in plan assets:
- EuroPacific Growth Fund
- Fundamental Investors, Inc. $12 per participant for participants in plans
- The Growth Fund of America, Inc. invested through the Company's Separate Account(s)
- The Income Fund of America, Inc. in Class A shares on November 1, 2007 that were
- The Investment Company of America invested in the Class A shares of the Funds
- The New Economy Fund through the Company's Separate Account(s) before
- New Perspective Fund, Inc. November 1, 2007
- Washington Mutual Investors Fund, Inc.
- SMALLCAP World Fund, Inc.
- Capital World Growth and Income Fund Inc.
- U.S. Government Securities Fund
- The Growth Fund of America, Inc. Class A $3 per participant for participants invested in
- The Investment Company of America the Funds through (i) the San Xxxxxxx County
Deferred Compensation Plan and (ii) the Monroe
County Deferred Compensation Plan.
All Funds Classes 10 basis points per annum on the average aggregate
R-1, R-2, amount invested by the Company's Separate
R-3, and Account(s) in the Funds.
R-4
All Funds Class R-5 5 basis points per annum on the average aggregate
amount invested by the Company's Separate
Account(s) in the Funds.
FOURTH AMENDMENT TO AGREEMENT
By and Between
AMERICAN FUNDS DISTRIBUTORS, INC.,
AMERICAN FUNDS SERVICE COMPANY,
And
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY (the "Company"), AMERICAN FUNDS DISTRIBUTORS,
INC. (the "Underwriter") and AMERICAN FUNDS SERVICE COMPANY (the "Transfer
Agent") hereby enter into this Amendment as of the 1st day of May, 2009.
WHEREAS, The Company, the Transfer Agent and the Underwriter previously entered
into an Agreement (the "Agreement") dated November 21, 2002, as amended,
pursuant to which Company purchases Class A and Class R shares of the investment
companies identified in Schedule B of the Agreement (the "Funds") on behalf of
its separate accounts;
WHEREAS, on May 1, 2009, shares of American Funds Money Market Fund will be
offered for sale to the public;
WHEREAS, on May 1, 2009, the Funds will offer Class R-6 shares for sale to
employer-sponsored retirement plans;
WHEREAS, the parties desire to amend the Agreement to include the new fund and
share class and to make certain other changes;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereby agree as follows:
1. Unless the context denotes otherwise, all references to "Class R shares" or
"shares" in the Agreement shall include Class R-6 shares.
2. Unless the context denotes otherwise, all references to "Fund" or "Funds" in
the Agreement shall include American Funds Money Market Fund; provided however,
that the availability of compensation for American Funds Money Market Fund is
conditional on the Company executing this Amendment
3. Article V (Fees and Expenses) of the Agreement is amended by adding the
following section:
5.2 The Company acknowledges and agrees that Transfer Agent may
discontinue making payments in respect of American Funds Money Market Fund
if the fund's investment adviser determines, in its sole discretion, that
the yield on the fund's portfolio securities does not support such
payments. Transfer Agent currently intends to make these payments under
this Agreement.
4. Article VII (Applicable Law) of the Agreement is amended by adding the
following section:
7.3 Each party to this Agreement agrees to comply with all applicable
laws, including applicable state privacy laws.
5. Schedule B of the Agreement is amended by adding a new row to the table as
follows:
FUND SHARE CLASS SERVICE FEES
-------------------------------------------------------------------------------
All Funds Class R-6 No compensation paid
6. The following paragraph is added to Schedule B of the Agreement:
Transfer Agent reserves the right not to pay any fees more than six (6)
months in arrears in respect of accounts and/or assets that were not timely
identified as eligible for compensation pursuant to this Agreement.
7. The following provision is added to the Agreement:
- New Accounts may not be established in The Cash Management Trust of
America and The U.S. Treasury Money Fund of America on or after May
1, 2009.
8. All other provisions of the Agreement remain in effect without change.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized officers, effective as of the date set forth above.
AMERICAN FUNDS SERVICE COMPANY
By: /s/ Xxxx Xxx
--------------------------------
Name: Xxxx Xxx REVIEWED FOR SIGNATURE [ILLEGIBLE]
Title: Assistant Vice President BY AFS CONTRACT ADMIN.
Date: 5/7/09
AMERICAN FUNDS DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx APPROVED FOR SIGNATURE TYM
Title: Secretary BY CRMC LEGAL DEPT.
Date: 5/15/09
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
Date: 5/5/09
FIFTH AMENDMENT TO AGREEMENT
By and Between
AMERICAN FUNDS DISTRIBUTORS, INC.,
AMERICAN FUNDS SERVICE COMPANY,
And
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE INSURANCE COMPANY (the "Company"), AMERICAN FUNDS DISTRIBUTORS,
INC. (the "Underwriter") and AMERICAN FUNDS SERVICE COMPANY (the "Transfer
Agent") hereby enter into this Amendment as of the 28th day of October, 2011.
WHEREAS, the Company, the Transfer Agent and the Underwriter previously entered
into the Agreement (the "Agreement") dated November 21, 2002 as amended;
WHEREAS, the parties wish to amend the Agreement to modify certain provisions of
the Agreement relating to the services in respect of Class A and Class R shares
of the Funds and compensation payable in respect of Class R shares of the Funds;
and,
WHEREAS, defined terms in the Agreement shall have the same meaning in this
Amendment.
NOW, THEREFORE, in consideration of the premises and agreements set forth below,
the parties hereby amend the Agreement as follows:
1. SCHEDULE B to the Agreement is hereby deleted in its entirety and replaced
with SCHEDULE B attached to this Amendment.
2. SCHEDULE C is added to the Agreement
3. SCHEDULE D is added to the Agreement
4. SCHEDULE E is added to the Agreement
5. Except as otherwise specifically set forth in this Amendment, all other terms
of the Agreement shall remain unchanged and continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date above.
AMERICAN FUNDS DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx APPROVED FOR SIGNATURE
Title: President BY CRMC LEGAL DEPT. [ILLEGIBLE]
Date: 11/20/11
AMERICAN FUNDS SERVICE COMPANY
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx REVIEWED FOR SIGNATURE
Title: Vice President BY AFS CONTRACT ADMIN [ILLEGIBLE]
Date: 11/4/11
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Date: October 28, 2011
SCHEDULE B
In consideration of the services provided by the Company and also providing the
Enhanced Services described in Schedule C of this Agreement, the Transfer Agent
agrees to pay the Company an amount equal to the following fees. Per participant
fees will be invoiced to Transfer Agent quarterly and are payable within 30 days
following Transfer Agent's reconciliation of the invoice (currently the quarters
for which fees are payable end on the last Business Day of March, June,
September and December). Invoices shall conform to the standards for file format
and transmission established by Transfer Agent. Asset Based fees shall be based
on the average aggregate amount invested in the Funds by the Company's Separate
Account(s) under this Agreement. Such fees shall be paid by Transfer Agent to
the Company within 30 days following the end of the quarter for which such fees
are payable (currently the quarters for which fees are payable end on the last
Business Day of January, April, July and October).
SHARE
FUND CLASS SERVICE FEES
------------------------------------------------------------------------------------------------------------------
- AMCAP Fund Class A With respect to (i) the Hartford 401 Masters
- American Balanced Fund Retirement Program, (ii) the Hartford 401
- American Funds Global Balanced Fund Cornerstone Retirement Program and (iii) Sections
- American Mutual Fund 401, 403(b) or 457 qualified retirement plans with
- The Bond Fund of America at least $50 million in plan assets:
- Capital Income Builder
- EuroPacific Growth Fund $12 per participant for participants in plans
- Fundamental Investors invested through the Company's Separate Account(s)
- The Growth Fund of America in Class A shares on November 1, 2007 that were
- The Income Fund of America invested in the Class A shares of the Funds
- The Investment Company of America through the Company's Separate Account(s)before
- The New Economy Fund November 1, 2007
- New Perspective Fund, Inc.
- Washington Mutual Investors Fund
- SMALLCAP World Fund
- Capital World Growth and Income Fund
- U.S. Government Securities Fund
- The Growth Fund of America Class A $3 per participant for participants invested in
- The Investment Company of America the Funds through (i) the San Xxxxxxx County
Deferred Compensation Plan and (ii) the Monroe
County Deferred Compensation Plan.
All Funds Class R-1 10 basis points per annum on the average aggregate
amount invested by the Company's Separate
Account(s) in the Funds.
All Funds Class R-2 25 basis points per annum on the average aggregate
amount invested by the Company's
SHARE
FUND CLASS SERVICE FEES
------------------------------------------------------------------------------------------------------------------
Separate Account(s) in the Funds.
All Funds Class R-3 15 basis points per annum on the average aggregate
amount invested by the Company's Separate
Account(s) in the Funds.
All Funds Class R-4 10 basis points per annum on the average aggregate
amount invested by the Company's Separate
Account(s) in the Funds.
All Funds Class R-5 5 basis points per annum on the average aggregate
amount invested by the Company's Separate
Account(s) in the Funds.
All Funds Class R-6 No compensation
SCHEDULE C
ENHANCED SERVICES
(a) Within 15 days following the end of each calendar quarter, the Company shall
deliver a file (in a format mutually agreed upon by the Company and Transfer
Agent) that contains the following information with respect to each Plan
invested in Class R shares:
(i) the total number of eligible employees,
(ii) the total number of Plan Participants,
(iii) the total number of investment options and American Funds
investment options available in the Plan,
(iv) the total value of Plan assets represented by all investment options
and American Funds investment options as of the end of the quarter,
(v) the name of the Plan and Plan sponsor, the tax identification/(EIN)
employer identification number for the Plan, plan state and zip
code.
QUARTERLY FILE LAYOUT:
REQUIREMENTS
SURVEY ID FIELD NAME AMERICAN FUNDS REQUIREMENT
--------------------------------------------------------------------------------------------------------------------
AMFQ-HDR01 Line 1 The Hartford will populate a count of the number of records in the file
AMFQ-HDR02 Line 2 Header Record The Hartford will populate a "header record" that contains the column
header names
AMFQ-D01 Plan Name The Hartford will populate the legal plan name for the identified Plan
Number. The field will only be populated using Plan Name 1 and Plan Name 2.
Plan Name 3 will not be considered.
AMFQ-D02 Plan ID The Hartford will populate the Plan Number from the recordkeeping platforms
that uniquely identifies the plan.
AMFQ-D03 Sponsor Name The Hartford will not populate the field on the file.
AMFQ-D04 Sponsor Address 1 The Hartford will not populate the field on the file.
AMFQ-D05 Sponsor Address 2 The Hartford will not populate the field on the file.
AMFQ-D06 Sponsor City The Hartford will populate the city where the plan sponsor is located
AMFQ-D07 Sponsor State Code The Hartford will populate the two digit state code for the plan sponsor
AMFQ-D08 Sponsor Zip Code The Hartford will populate the five digit zip code in a consistent format.
Zip + four will be sent as 12345-6789.
AMFQ-D09 Contact Name The Hartford will not populate the field on the file.
AMFQ-D10 Phone Number The Hartford will not populate the field on the file.
AMFQ-D11 Eligible employees The Hartford will provide the aggregate total of employees eligible. Only
participants noted as Active (A) or eligible (E) will be included in the
count.
AMFQ-D12 Total number of The Hartford will provide the aggregate total of participants with a
participants balance in the plan
AMFQ-D13 Total number of The Hartford will provide the total aggregate number of investment options
investment options in a plan including SDBA and Company Stock funds. The count will exclude
closed investment options.
AMFQ-D14 AF Options The Hartford will provide the total aggregate number of American Funds
investment options in a plan. The count will exclude closed investment
options.
AMFQ-D15 Total Assets The Hartford will provide the total aggregate dollar amount of the
investments in
the plan as of the last business day of the quarter. The format will
include a placed decimal and the value of the assets two places to the
right. Assets in a closed or inactive investment will be included in the
total. The total will include all plan level holding accounts.
AMFQ-D16 Total AF assets The Hartford will provide the total aggregate dollar amount of the American
Funds investments in the plan as of the last business day of the quarter.
The format will include a placed decimal and the value of the assets two
places to the right. Assets in a closed or inactive investment will be
included in the total. The total will include all plan level holding
accounts.
SCHEDULE D
REQUIREMENTS TO MAINTAIN RETIREMENT PLAN OMNIBUS ACCOUNTS
a. In order for Company to hold Plan accounts in an omnibus account on the
books of the Funds, Company agrees to provide Distributor or its affiliate,
with the following information current as of the end of each calendar
month, within ten (10) calendar days following the end of such month, and
in a file layout conforming to the attached SCHEDULE E. SCHEDULE E may be
modified with the consent of the parties from time to time. Any data format
changes Company proposes must be approved by Transfer Agent and Distributor
at least thirty (30) days in advance of implementation.
b. If Transfer Agent finds a material discrepancy between the information
contained in the files Company sends Transfer Agent and the information
contained in the records of Transfer Agent, Company agrees to reasonably
cooperate with Transfer Agent to resolve the discrepancy. Company shall
submit a corrected file by the end of the month in which the file is due.
Transfer Agent reserves the right to withhold compensation payable under
this Agreement until the discrepancy is resolved and a corrected file is
received by Transfer Agent.
c. If Company provides third parties with trading or clearing services,
Company shall not give such third parties access to the Funds without the
written consent of Distributor.
Schedule E
American Funds File Layout
Not for Use with RIA Business
Header Record: This is the first record in the file.
FIELD NAME FORMAT LENGTH POSITION NOTES
-----------------------------------------------------------------------------------------------------------------------------------
H1 "H' Alpha 1 1 The Hartford will populate an "H"in the field
Header Record Identifier
H2 Dealer Number Numeric 7 2-8 The Hartford will populate 1790 in the field
H3 Sales Month Date Format: YYYYMM Numeric 6 9-14 The Hartford will populate the date in a YYYYMM format
FIELD NAME FORMAT LENGTH POSITION NOTES
-----------------------------------------------------------------------------------------------------------------------------------
D1 "D' Alpha 1 1 The Hartford will populate "D"in the field
Detail Record Identifier
D2 Unique Record ID Alphanumeric 9 2-10 The Hartford will populate one unique identifier for each
Unique identifier for each detail line. The field can be considered a counter
record; sequence number
D3 Omnibus Account Number Numeric 11 11-21 The Hartford will populate the American Funds account number
From daily trades that is used for HLIC trading by UIT. The Omnibus Account
number for the record will correlate directly to the fund
CUSIP in D4. Total trades will be at the plan fund level.
D4 Fund Cusip Number Numeric 9 22-30 The Hartford will populate the field with the 9 digit Fund
CUSIP Number under the designated HLIC American Fund
D5 Financial Institution's Name Alphanumeric 70 31-100 The Hartford will populate the field with the Broker Dealer
Firm that employs the Financial (Firm) Name for the identified Plan Number in D17.
Advisor (FA)
D6 Financial Institution's Number Numeric 0 000-000 The Hartford will populate the Selling Agreement ID for the
identified Plan Number in D17. If the Selling Agreement ID
is not available, The Hartford will use the Broker
Identification Number (BIN).
D7 FA's Office Number Alphanumeric 0 000-000 The Hartford will populate the Dealer Branch ID for the
identified Plan Number in D17.
D8 FA's ID Alphanumeric 0 000-000 The Hartford will populate the Branch Rep ID for the
identified Plan Number in D17. The Financial Advisor's
Social Security Number is not allowed. Requirement Note:
See item no. D19 for FA Split record impact.
D9 Investment Amount -- New Money to Numeric 00 000-000 The Hartford will populate the aggregated tradable dollar
American Funds (AF) Implied amount of
Positive
Investments from mapped takeover total new money investment in the Fund via contributions,
assets, participant contributions takeovers and exchanges from other fund families.
and employer contributions. This field should not include transfers from other American
- Include transactions that Funds. The total amount for Fund in this field will be based
result in asset movement into the on FA Split Percentage calculation. In- Kind exchanges will
Fund from other fund families, not be reflected in the amount.
i.e. new money to AF. Requirement Note:
- Do not include The "Fund" is defined as the investment identified by the
participant-initiated CUISP in D4.
transactions that result in asset
movement into the Fund from other
American Funds.
For example: 000000123456789 if
the amount is $1,234,567.89
D10 Non-Commissionable Investment Numeric 00 000-000 The Hartford will populate the field with the aggregated
Amount Implied tradable value of the loan repayments for the Fund
- Include loan repayments. Positive identified in D4. The total amount for Fund in this field
- Do not include will be based on FA Split Percentage calculation.
participant-initiated
transactions that result in (A)
asset movement between the Fund
and other American Funds or (B)
asset movement into the Fund from
other fund families.
D11 Exchange Purchase Amount -- From Numeric 00 000-000 The Hartford will populate the field with the aggregated
Money Market Implied tradable value of the purchases made with money from an
Exchange purchases that result in Positive American Funds Money Market into the American Fund option
asset movement to the Fund from identified in D4. Value of the purchases made with money
an AF money market. from NON-American Funds Money Market will not be included.
The total amount for Fund in this field will be based on FA
Split Percentage calculation.
D12 Exchange Purchase Amount -- Old Numeric 00 000-000 The Hartford will populate the field with the aggregated
Money Implied tradable value of the purchases made with money from an
Exchange purchases that result in Positive American Funds Non-Money Market into the American Fund
asset movement to the Fund from option identified in D4. This can include share class
other non money market American changes and reallocations. Value of the purchases made with
Funds. money from NON-American Funds Money Market will not be
- Include share class conversions included. The total amount for Fund in this field will be
based on FA Split Percentage calculation.
D13 Redemption Amount Numeric 00 000-000 The Hartford will populate the field with the aggregated
Redemptions or distributions due Implied tradable value of the redemptions from the Fund identified
to a participant's separation of Negative in D4. This can include liquidations from the plan and loan
service. withdrawals. This will not include movements from the Fund
- Include loan withdrawals. to other American Funds options or to other fund families.
- Do not include The total amount for Fund in this field will be based on FA
participant-initiated Split Percentage calculation.
transactions that result in (A)
asset movement between the Fund
and other American Funds or (B)
asset movement from the Fund to
other mutual fund families.
D14 Exchange Redemption Amount -- Out Numeric 00 000-000 The Hartford will populate the field with the aggregated
of AF Implied tradable value of the redemptions from the Fund identified
Exchange redemptions that result Negative in D4 to other fund families outside of American Funds. The
in asset movement from the Fund total amount for Fund in this field will be based on FA
to other mutual fund families. Split Percentage calculation.
D15 Exchange Redemption Amount -- Numeric 00 000-000 The Hartford will populate the field with the aggregated
Within AF Implied tradable value of the redemptions from the Fund identified
Exchange redemptions that result Negative in D4 to other American Funds. This will include share class
in asset movement between the conversions and reallocations. The total amount for Fund in
Fund and other American Funds. this field will be based on FA Split Percentage calculation.
Include share class conversions Requirement Note:
D15 is the offset to combined total of D11 + D12 (total
Exchange Purchase IN -- TO American Funds FROM American
Funds).
D16 Line of Business Code *(refer Numeric 0 000-000 The Hartford will primarily use the LOB Code 0250 in the
table on page 4) Line of Business Codes table. The Hartford will contact
American Funds if a plan is not easily defined with the 0250
series.
* Line of Business Codes (D16)
LOB Code-Description
0056-457 Deferred Compensation
0059-Deferred Compensation/Rabbi Trust
0076-Retirement Plans/Other
0078-403B ER & EE
0081-401K
0083-Simple 401K
0250-Recordkeeper Connect 401(K)
0253-Recordkeeper Connect 403(B)
0254-Recordkeeper Connect 457
0255-Recordkeeper Connect Non-Qualified
0256-Recordkeeper Connect Defined Benefit
TBD-Annuity
TBD-Defined Contribution
TBD-Endowment
TBD-Foundation
D17 Plan Number Alphanumeric 00 000-000 The Hartford will populate HLIC plan numbers from OMNI (six
Unique identifier for the plan or digits) and TRAC (nine digits).
contract (the omnibus trader's
internal plan account number)
D18 Plan Name Alphanumeric 00 000-000 The Hartford will populate the legal plan name for the
identified Plan Number in D17. The field will only be
populated using Plan Name 1 and Plan Name 2. Plan Name 3
will not be considered.
D19 FA's First Name Alphanumeric 00 000-000 The Hartford will pass the FA's first name.
Requirement Note:
Two advisors would result in 2 records; one for each with
dollars broken out based by FA Split Percentage calculation.
Alternatively, if assigned an FA team record (e.g. multiple
FA's in one single record) then D6 - D8 will be used to
provide the team number and D19 - D21 indicating team member
names.
D20 FA's Middle Initial Alphanumeric 1 340 The Hartford will pass the FA's middle initial if available.
Otherwise a blank will be passed.
D21 FA's Last Name Alphanumeric 00 000-000 The Hartford will pass the FA's last name.
D22 FA's Suffix Sr., Jr., III, etc. Alphanumeric 00 000-000 The Hartford will pass the FA's suffix if available.
Otherwise a blank will be passed.
D23 FA's Street Address 1 Alphanumeric 00 000-000 The Hartford will pass the first street address line for the
Items D23 - D27 are the Address, FA. Use the primary rep address -or- the Branch location
City, State and Zip where the FA address for FA as default address.
is located.
D24 FA's Street Address 2 Alphanumeric 00 000-000 The Hartford will pass the second street address line for
the FA. Use the primary rep address -or- the Branch location
address for FA as default address.
Requirement Note:
Address 3 will be ignored from the FA record.
D25 FA's City Alphanumeric 00 000-000 The Hartford will pass the city for the FA. Use the primary
rep address -or- the Branch location address for FA as
default address.
D26 FA's State Alphanumeric 0 000-000 The Hartford will pass the state code for the FA. Use the
primary rep address -or- the Branch location address for FA
as default address.
D27 FA's Zip Alphanumeric 00 000-000 The Hartford will pass the zip code for the FA. Use the
primary rep address -or- the Branch location address for FA
as default address.
D28 Month-end Assets Numeric 00 000-000 The Hartford will pass the assets as of the last business
day of the month for the Fund CUSIP identified in D4. The
value will use an implied decimal with values two places to
the right.
D29 Month-end Share Balance Numeric 00 000-000 The Hartford will pass the total number of shares as of the
Format note: Implied 4 decimal Implied last business day of the month for the Fund CUSIP identified
positions, implied sign. Positive in D4. The value will use an implied decimal with values
Example: 000000009876540 if the four places to the right.
amount is 987.654 shares
D30 Intermediary Firm Type Numeric 0 000-000 Hartford will use Insurance Company value '01' description
Description of the type of firm of type of Firm submitting the RPO file for HLIC to populate
submitting the RPO file the field. The field is not in the current 1790 file and
- Insurance Company = 01 will be added.
- Broker Dealer = 02 Description of the type of firm submitting the RPO file
- RIA = 03 - INSURANCE COMPANY = 01
- Consulting Firm = 04 - Broker Dealer = 02
Recordkeeper/TPA = 05 - RIA = 03
- Consulting Firm = 04
- Recordkeeper/TPA = 05
D31 Contact Type Numeric 0 000-000 The Hartford will populate the field with the Regional Sales
Primary role responsible for Director value '01' for the identified Plan Number in D17.
influencing the investment
- Wholesaler = 01 The field is not in the current 1790 file and will be added.
- Field Consultant = 02 Alternate role (if different from contact) responsible for
- Consultant = 03 influencing the investment decision
Relationship Manager = 04 -Wholesaler = 01
(Hartford Regional Sales Director)
-Field Consultant = 02
(not a utilized value/identifier within RPG)
-Consultant = 03 (not a utilized value/ identifier within
RPG)
-Relationship Manager = 04
(not a utilized value/identifier within RPG)
D32 Contact Id Alphanumeric 00 000-000 The Hartford will not populate the field on the file. The
Unique identifier for the field is not in the current 1790 file and will be added, but
Contact, e.g. CRD number not populated.
D33 Contact's First Name Alpha 00 000-000 The Hartford will populate the field with the Regional Sales
Director first name for the identified Plan Number in D17 if
available. Otherwise a blank will be passed. The field is
not in the current 1790 file and will be added.
D34 Contact's Middle Initial Alpha 1 568 The Hartford will populate the field with the Regional Sales
Director middle initial for the identified Plan Number in
D17 if available. Otherwise a blank will be passed. The
field is not in the current 1790 file and will be added.
D35 Contact's Last Name Alpha 00 000-000 The Hartford will populate the field with the Regional Sales
Director last name for the identified Plan Number in D17 if
available. Otherwise a blank will be passed. The field is
not in the current 1790 file and will be added.
D36 Contact's Suffix Sr., Jr., III, Alpha 0 000-000 The Hartford will populate the field with the Regional Sales
etc. Director suffix for the identified Plan Number in D17 if
available. Otherwise a blank will be passed. The field is
not in the current 1790 file and will be added.
D37 Contact's Street Address 1 Alphanumeric 00 000-000 The Hartford will not populate the field on the file. Xxx
Xxxxx X00 - X00 are the Address, field is not in the current 1790 file and will be added, but
City, State and Zip where the not populated.
Contact is located.
D38 Contact's Street Address 2 Alphanumeric 00 000-000 The Hartford will not populate the field on the file. The
field is not in the current 1790 file and will be added, but
not populated.
Requirement Note:
Address 3 will be ignored from the FA record.
D39 Contact's City Alpha 00 000-000 The Hartford will not populate the field on the file. The
field is not in the current 1790 file and will be added, but
not populated.
D40 Contact's State Alpha 0 000-000 The Hartford will not populate the field on the file. The
field is not in the current 1790 file and will be added, but
not populated.
D41 Contact's Zip Alphanumeric 00 000-000 The Hartford will not populate the field on the file. The
field is not in the current 1790 file and will be added, but
not populated.
D42 Additional Contact Type Numeric 0 000-000 The Hartford will not populate the field on the file. The
Alternate role (if different from field is not in the current 1790 file and will be added, but
contact) responsible for not populated.
influencing the investment
decision
- Wholesaler = 01
- Field Consultant = 02
- Consultant = 03
Relationship Manager = 04
D43 Additional Contact's First Name Alpha 00 000-000 The Hartford will not populate the field on the file. The
field is not in the current 1790 file and will be added, but
not populated.
D44 Additional Contact's Middle Alpha 1 729 The Hartford will not populate the field on the file. The
Initial field is not in the current 1790 file and will be added, but
not populated.
D45 Additional Contact's Last Name Alpha 00 000-000 The Hartford will not populate the field on the file. The
field is not in the current 1790 file and will be added, but
not populated.
D46 Share Class Conversion Alpha 1 750 The Hartford will populate Y or N if there is a share class
(Y)es or (N)o conversion for reallocation for the Fund CUSIP identified in
D4. The field is not in the current 1790 file and will be
added.
D47 Share Class Conversion or Re- Numeric 00 000-000 The Hartford will populate the aggregated tradable value of
Allocation Amount IN Implied the share class conversion or reallocations purchases for
Purchases made due to asset Positive the Fund CUSIP identified in D4 from other American Funds.
movement into the Fund from other Value will also be part of D11 & D12. If an "N" is populated
American Funds in D46, no value should be present in D47 or D48. If a "Y"
is populated in D46, a value should be present in D47 or
D48. It is likely only one field will be populated at a time
and not both. The total amount for Fund in this field will
be based on FA Split Percentage calculation. The field is
not in the current 1790 file and will be added.
Requirement Note:
Due to same dollars accumulated in D11 & D12 would be
included in D47 do not include amount for D47 in job
balancing.
D48 Share Class Conversion or Re- Numeric 00 000-000 The Hartford will populate the aggregated tradable value of
Allocation Amount OUT Implied the share class conversion or reallocations redemptions for
Redemptions made due to asset Negative the Fund CUSIP identified in D4 from other American Funds.
movement from the Fund to other Value will also be part of D15. If an "N" is populated in
American Funds D46, no value
should be present in D47 or D48. If a "Y" is populated in
D46, a value should be present in D47 or D48. It is likely
only one field will be populated at a time and not both. The
total amount for Fund in this field will be base on FA Split
Percentage calculation. The field is not in the current 1790
file and will be added.
Requirement Note:
Due to same dollars accumulated in D15 would be included in
D48 do not include amount for D48 in job balancing
D49 RP Program Numeric 0 000-000 The Hartford will not populate the field on the file. The
Insurance specific identifier of field is not in the current 1790 file and will be added, but
which sector the plan is not populated.
servicing
- Public (incl. government) plan
= 01
- Private plan = 02
- Non-profit = 03
D50 Loan Repayment Alpha 1 783 The Hartford will populate Y or N if there is a Loan
(Y)es or (N)o Repayment for the Fund CUSIP identified in D4. The field is
not in the current 1790 file and will be added.
D51 Loan Repayment Amount Numeric 00 000-000 The Hartford will populate the aggregated amount of the loan
Implied repayments for the reporting period for the Fund CUSIP
Positive identified in D4. Value from D10. If an "N" is populated in
D50, no value should be present in D51 If a "Y" is populated
in D50, a value should be present in D51. The total amount
for Fund in this field will be based on FA Split Percentage
calculation. The field is not in the current 1790 file and
will be added.
Requirement Note:
Due to same dollars accumulated in D10 would be included in
D51 do not include amount or D51 in job balancing.
D52 Filler Alphanumeric 0 000-000
Detail Record -- Settled trades only
Record Length for Detail Records = 800
Trailer Record: This is the last record in the file.
FIELD NAME FORMAT LENGTH POSITION NOTES
-----------------------------------------------------------------------------------------------------------------------------------
T1 "T' Alpha 1 1 The Hartford will populate "T" in the field
(Trailer Record Identifier)
T2 Dealer Number Numeric 7 2-8 The Hartford will populate 1790 in the field
T3 Number of Detail Records Numeric 9 9-17 The Hartford will provide a count of the total number of
detail records
T4 Total Investment Amount Numeric 17 18-34 The Hartford will aggregate records X0, X00, X00, xxx X00
Xxxxxxxxxxx: Total of fields D9, and populate the total in the T4 field
D10, D11 and X00
X0 Total Redemption Amount Numeric 17 35-51 The Hartford will aggregate records D13, D14, and D15 and
Calculation: Total of fields D13, populate the total in the T5 field
D14 and D15
FIELD FORMATTING NOTES:
Alphanumeric: Left justified, followed by spaces.
Numeric: Right justified, zero filled. Dollar Amounts are sign
implied, two decimal spaces or fields.
Investment Amount 00000000123456789 if the amount is $1,234,567.89
(Field D9) example:
Month End Share Balance Amounts are sign implied, 4 decimal positions
(Field D29) example: 000000009876540 if the amount is 987.654 shares
No values/information Fields should be left blank (all spaces)
unavailable:
Reversal/Correction Carry the sign in the last byte using the
amounts COBOL/Mainframe format.
Financial Advisor (FA) Xxxxxx X00, X00, X00, X00, X00, X00 are REQUIRED only
Details: if record does not include Financial Institution
Number, FA Office Number and FA ID Number in fields D6
-D8. Only FA details may be entered in these fields --
if the individual is not a FA, enter details in the
Contact details fields D33 - D41.
Note: If FA identified in fields D19 - D21 is also an
influencer (e.g. Wholesaler, Consultant, Relationship
Manager) on the same investment, FA details must be
duplicated in fields X00 - X00.
* LINE OF BUSINESS CODES (D16)
LOB CODE DESCRIPTION
------------------------------------------------------------------------------
0056 457 Deferred Compensation
0059 Deferred Compensation/Rabbi Trust
0076 Retirement Plans/Other
0078 403B ER & EE
0081 401K
0083 Simple 401K
0250 Recordkeeper Connect 401(K)
0253 Recordkeeper Connect 403(B)
0254 Recordkeeper Connect 457
0255 Recordkeeper Connect Non-Qualified
0256 Recordkeeper Connect Defined Benefit
TBD Annuity
TBD Defined Contribution
TBD Endowment
TBD Foundation
ER = Employer sponsored
EE = Employee sponsored
