RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 29 of September, 2000, 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), THE DREYFUS CORPORATION, a New York Corporation
("Adviser"); DREYFUS INDEX FUNDS, INC. -- Dreyfus International Stock Index
Fund; DREYFUS RETIREMENT PORTFOLIOS, INC (d/b/a DREYFUS LIFETIME PORTFOLIOS,
INC.) -- Growth Portfolio, -- Growth & Income Portfolio, -- Income Portfolio;
DREYFUS PREMIER INTERNATIONAL FUNDS, INS. -- Dreyfus Premier Third Century Fund
(Class A & Z) open-end diversified management investment companies organized
under the laws of Maryland; DREYFUS MID CAP INDEX FUND; DREYFUS DEBT & EQUITY
FUNDS -- Dreyfus Premier Core Bond Fund; open-end diversified management
investment companies organized under the laws of Massachusetts (hereinafter the
Fund), and DREYFUS SERVICES CORPORATION., a New York corporation (hereinafter
the Underwriter).
WITNESSETH:
WHEREAS, beneficial interests in the Fund are divided into several series of
shares, each representing the interest in a particular managed portfolio of
securities and other assets (the Portfolios); and
WHEREAS, the Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (hereinafter the 0000 Xxx)
and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the 1933 Act); and
WHEREAS, the Company issues certain group variable annuity contracts and 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, 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, The Dreyfus Corporation (the Adviser) is the investment adviser of the
Portfolios of the Fund and is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the Advisers Act), and any
applicable state securities laws; and
WHEREAS, the Underwriter is the principal underwriter for the 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 member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter NASD); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Funds/Portfolios set forth in
Schedule A on behalf of each corresponding Separate Account set forth on such
Schedule A to fund the Contracts and the Underwriter is authorized to sell such
shares to unit investment trusts such as the Separate Accounts at net asset
value.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Underwriter agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Fund and the Underwriter agree to sell to the Company those shares of
the Portfolios 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 or its designee of such order. For
purposes of this Section 1.1, the Company shall be the designee of the Fund for
receipt of such orders from each Separate Account Receipt by such designee shall
constitute receipt by the Fund; provided that the Fund or the Underwriter
receives notice of such order via the National Securities Clearing Corporation
(NSCC) by 9:30 a.m. Eastern Time on the next following Business Day. The Fund
will receive all orders to purchase Portfolio shares using the NSCC's Defined
Contribution Clearance & Settlement (DCC&S) platform. The Fund will also provide
the Company with account positions and activity data using the NSCC's Networking
platform. The Company shall pay for Portfolio shares by the scheduled close of
federal funds transmissions on such next following Business Day after it places
an order to purchase Portfolio shares in accordance with this section using the
NSCC's Continuous Net Settlement (CNS) System. Payment shall be in federal funds
transmitted by wire from the Fund's designated Settling Bank to the NSCC.
Business Day shall mean any day on which the New York Stock Exchange is open for
trading and on which the Fund calculates it net asset value pursuant to the
rules of the SEC. Networking shall mean the NSCC's product that allows Funds and
Companies to exchange account level information electronically. Settling Bank
shall mean the entity appointed by the Fund to perform such settlement services
on behalf of the Fund and agrees to abide by the NSCC's Rules and Procedures
insofar as they relate to the same day funds settlement.
If the Company is somehow prohibited from submitting purchase and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section 1.1;
The Fund and the Underwriter agree to sell the Company those shares of the
Portfolios 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 or its
designee of such order. For purposes of this Section 1.1, the Company shall be
the designee of the Fund for the receipt of such orders from the Separate
Account and receipt by such designee shall constitute receipt by the Fund;
provided that the Fund 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
Portfolio shares by the scheduled close of federal funds transmissions on such
next following Business Day after it places an order to purchase Portfolio
shares in accordance with this section. Payment shall be in federal funds
transmitted by wire to the 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 Fund and the Underwriter agree to make shares of the Portfolios
available indefinitely for purchase at the applicable net asset value per share
by the Company on Business Days; provided, however, that the Board of Trustees
or Directors, as applicable, of the Fund (hereinafter the Trustees/Directors)
may refuse to sell shares of any Portfolio to any person, or suspend or
terminate the offering of shares of any Portfolio 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 any Portfolio.
1.3 The Fund and the Underwriter agree to redeem for cash, upon the Company's
request, any full or fractional shares of the Fund held by the Company on behalf
of a Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its designee of
the request for redemption. For purposes of this Section 1.3, the Company shall
be the designee of the Fund for receipt of requests for redemption from each
Separate Account and receipt by such designee shall constitute receipt by the
Fund; provided the Fund or the Underwriter receives notice of such request for
redemption via the National Securities Clearing Corporation (NSCC) by 9:30 a.m.
Eastern Time on the next following Business Day. The Fund will receive all
orders to redeem Portfolio shares using the NSCC's Defined Contribution
Clearance & Settlement (DCC&S) platform. The Fund will also provide the Company
with account positions and activity data using the NSCC's Networking platform.
Payment for Fund shares redeemed shall be made in accordance with this section
using the NSCC's 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 Fund or the Underwriter
receives notice of the redemption order from the Company provided that the Fund
or the Underwriter receives notice by 9:30 a.m. eastern time on such Business
Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section 1.3:
The Fund and the Underwriter agree to redeem for cash. Upon the Company's
request, any full or fractional shares of the Fund held by the Company on behalf
of a Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its designee of
the request for redemption. For purposes of this
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Section 1.3, the Company shall be the designee of the Fund for receipt of
requests for redemption from each Separate Account and receipt by such designee
shall constitute receipt by the Fund; provided the Fund 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 Fund or the Underwriter receives notice of the redemption order from the
Company provided that the Fund 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 the Portfolios
named in Schedule A offered by the then current prospectus of the Fund in
accordance with the provisions of the applicable prospectus.
1.5 The Company will place separate orders to purchase or redeem shares of each
Portfolio.
1.6 Issuance and transfer of the 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 the Fund's shares. The
Company hereby elects to receive all such dividends and distributions as are
payable on a Portfolio's shares in the form of additional shares of that
Portfolio. The Fund shall notify the Company of the number of shares so issued
as payment of such dividends and distributions no later than one Business Day
after issuance. The Company reserves the right to revoke this election and to
receive in cash all such dividends and distributions declared after receipt of
notice of revocation by the Fund.
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 6:00 p.m.
Eastern Standard 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), the Underwriter and/or 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.
Underwriter and/or Fund shall reimburse the Company for all reasonable 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 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. Any error in the information provided by the Company shall
be reported to the Fund, the Underwriter and the Adviser promptly upon
discovery.
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 shall 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 Fund and the Underwriter represent and warrant that (i) Fund shares
sold pursuant to this Agreement shall be registered under the 1933 Act and duly
authorized for issuance in accordance with applicable law and that the Fund is
and shall remain registered under the 1940 Act for as long as the Fund shares
are sold; (ii) the Fund shall amend the registration statement for its shares
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its shares; and (iii) the Fund shall register
and qualify its shares for sales in accordance with the laws of the various
states only if and to the extent deemed advisable by the Fund or the
Underwriter.
2.3 The Fund represents that each Portfolio (a) is currently qualified as a
Regulated Investment Company under Subchapter M of the Code; (b) will make every
effort to maintain such qualification (under Subchapter M or any successor or
similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify or
might not so qualify in the future.
2.4 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Fund represents that its Board of Trustees or
Directors, as applicable,
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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 Fund makes no representation as to whether any aspect of its 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 Fund represents that the fund's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
States of Connecticut and California. The Fund and the Underwriter represent
that their respective operations are and shall at all times 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 the Fund shares
in accordance in all material respects with all applicable federal and state
securities laws, including without limitation the 1933 Act, the 1934 Act, and
the 0000 Xxx.
2.7 The Fund represents that it is lawfully organized and validly existing
under the laws of the State of _Massachusetts or Maryland as applicable and that
it does and will comply in all material respects with applicable provisions of
the 0000 Xxx.
2.8 The Fund represents and warrants that all of its Trustees/Directors,
officers, employees, investment advisers, and other individuals/entities having
access to the funds and/or securities of the Fund are and continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund in an amount not less than the minimal coverage as required by Rule
17g-1 under the 1940 Act or related provisions as may be promulgated from time
to time. The aforesaid Bond includes coverage for larceny and embezzlement and
is issued by a reputable bonding company.
2.9 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 the 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 Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable federal and
state securities laws and that the Adviser shall perform its obligations for the
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 the Fund's shares
pursuant to this Agreement.
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ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Fund shall provide the Company at no charge with as many printed copies
of the Fund's current prospectus and statement of additional information as the
Company may reasonably request. If requested by the Company, in lieu of
providing printed copies of the Fund's current prospectus and statement of
additional information, the Fund may provide camera-ready film, computer
diskettes, e-mail transmissions or PDF files containing the Fund's prospectus
and statement of additional information, and such other assistance as is
reasonably necessary in order for the Company once each year (or more frequently
if the prospectus and/or statement of additional information for the Fund are
amended during the year) to have the prospectus for the Contracts (if
applicable) and the Fund's prospectus printed together in one document or
separately. The Company may elect to print the 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 Fund shall provide the Company at no charge with copies of the
Fund's proxy statements, Fund reports to shareholders, and other Fund
communications to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.2(b). The Fund shall pay for the cost of typesetting, printing and
distributing all Fund prospectuses, statements of additional information, Fund
reports to shareholders and other Fund communications to Contract owners and
prospective Contract owners except that the Company shall pay for costs of
distributing prospectuses to prospective Contract owners. The Fund shall pay for
all costs for typesetting, printing and distributing proxy materials.
3.3. The Fund's statement of additional information shall be obtainable by
Contract owners from the Fund, 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 Fund to Contract owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract owners;
B. vote the Fund shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable
annuity contract owners, vote Fund shares held in the Separate
Account for which no timely instructions have been received, in the
same proportion as Fund shares of such Portfolio 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
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the extent permitted by law. Notwithstanding the foregoing, with
respect to the 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 The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Fund will not hold annual meetings but will hold such
special meetings as may be necessary from time to time. Further, the 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.
3.6 Company will provide Fund on a semi-annual basis, or more frequently as
reasonably requested by the Fund, with a current tabulation of the number of
existing Contract owners of Company and or holders of insurance certificates,
whose Contract values are invested in the Company. This tabulation will be sent
to Company in the form of a letter signed by a duly authorized officer of the
Company attesting to the accuracy of the information contained in the letter.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the
Underwriter 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 Fund, the Adviser or the Underwriter is described, at least
fifteen calendar days prior to its use. No such literature or material shall be
used without prior approval from the Fund, the Underwriter or their designee,
however, the failure to object in writing within ten Business days will be
deemed approval Such approval process shall not apply to subsequent usage of
materials that are substantially similar to prior approved materials.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Fund
or concerning the Fund in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or
prospectus for the Fund shares, as such registration statement and prospectus
may be amended or supplemented from time to time, or in reports to shareholders
or proxy statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee.
4.3 The Fund shall furnish, or shall cause to be furnished, to the Company or
its designee, each piece of sales literature or other promotional material in
which the Company or
8
any Separate Account is named, at least fifteen 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 ten
Business Days will be deemed approval. Such approval process shall not apply to
subsequent usage of materials that are substantially similar to prior approved
materials.
4.4 Neither the Fund 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 permission of the Company.
4.5 The Fund will provide to the Company at least one complete copy of all
prospectuses, statements of additional information, reports to shareholders,
proxy statements, and all amendments to any of the above, that relate to the
Fund or its shares, promptly after the filing of such document with the SEC or
other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all
prospectuses, statements of additional information, reports, solicitations for
voting instructions, and all amendments to any of the above, if applicable to
the investment in a Separate Account or Contract, promptly after the filing of
such document with the SEC or other regulatory authorities.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, Internet, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund, Underwriter or Adviser and that all
use of any designation comprised in whole or part or such names or marks under
this Agreement shall inure to the benefit of the Fund, Adviser or Underwriter.
Except as provided in Section 4.1, the Company shall not use any such names or
marks on its own behalf or on behalf of a Separate Account in connection with
marketing the Contracts without prior written consent of the Fund,
9
Adviser or Underwriter. Upon termination of this Agreement for any reason, the
Company shall cease all use of any such names or marks.
4.9 The Fund, Adviser and Underwriter agrees and acknowledge that each has no
right, title or interest in the names and marks of the Company, and the all use
of any designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Company. Except as provided in
Section 4.3, the Fund, Adviser and Underwriter shall not use any such names or
marks on its own behalf or on behalf of a Fund in connection with marketing the
Fund without prior written consent of the Company. Upon termination of this
Agreement for any reason, the Fund, Adviser and Underwriter shall cease all use
of any such names or marks.
ARTICLE V. Fees and Expenses
5.1 The Adviser shall pay the fees and expenses provided for in the attached
Schedule B.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the Adviser and
the Underwriter and each of their respective trustees, directors, officers,
employees or agents and each person, if any, who controls the Fund or the
Adviser 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 the
Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or statement of
information for the Contracts or contained in the Contracts or sales
literature or other promotional material for the Contracts (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided that this agreement
to indemnify shall not apply as to an Indemnified Party if such
statement or omission or such alleged statement or omission was made
in reliance upon and in conformity with information furnished by
such Indemnified Party or the Fund to the Company on behalf of the
Fund for use in the registration statement, prospectus or statement
of additional information for the Contracts or in the Contracts or
sales
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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 the Fund registration statement, Fund
prospectus or sales literature or other promotional material of the
Fund not supplied by the Company, or persons under its control and
other than statements or representations authorized by the Fund, the
Underwriter or the Adviser); or (b) the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty of the Company
or persons under its control, with respect to the sale or
distribution of the Contracts or Fund shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in the Fund
registration statement, Fund prospectus, statement 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
Fund, Adviser or the Underwriter by the Company or persons under
its control; or
(iv) arise as a result of any material failure by the Company to provide
the services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach by the
Company of this Agreement; except to the extent provided in Sections
6.1(b) and 6.3 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 the Fund shares or the
Contracts or the operation of the Fund.
6.2 Indemnification By the Underwriter
(a) The Underwriter agrees, with respect to each Portfolio that it distributes,
to indemnify and hold harmless the Company and each of its directors, officers,
employees or agents and each person, if any, who controls the Company within the
meaning of section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 6.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
11
consent of the Underwriter) or litigation (including reasonable legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements are
related to the sale or acquisition of the shares of the Portfolios that it
distributes or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund
(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 Fund or the Underwriter on behalf of the Company for use in
the registration statement, prospectus or statement of additional
information for the Fund or in sales literature of the Fund (or any
amendment or supplement thereto) or otherwise for use in connection
with the sale of the Contracts or the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund or the Underwriter 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 Fund or the Underwriter or persons under the control of
the Fund or the Underwriter, respectively, with respect to the sale
or distribution of the Contracts or Portfolio shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material with respect to the Contracts (or any
amendment thereof or supplement thereto), or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon and in conformity with information furnished to the
Company by the Fund or the Underwriter or persons under the control
of the Fund or the Underwriter, respectively; or
(iv) arise as a result of any material failure by the Fund or the
Underwriter 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 Underwriter or the Fund
in this Agreement or arise out of or result from any other material
breach of this Agreement by the Underwriter or the Fund; except to
the extent provided in Sections 6.2(b) and 6.4 hereof.
12
(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 of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of the Fund
shares or the Contracts or the operation of the Separate Accounts.
6.3 Indemnification by the Fund
(a) The Fund agrees to indemnify and hold harmless the Company and each of its
directors, officers, employees or agents and each person, if any, who controls
the Company within the meaning of section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 6.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) 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 Portfolios or the
Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund
(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 Fund or the Underwriter on behalf of the Company for use in
the registration statement, prospectus or statement of additional
information for the Fund or in sales literature of the Fund (or any
amendment or supplement thereto) or otherwise for use in connection
with the sale of the Contracts or the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund or the Underwriter 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 Fund or the Underwriter or persons under the control of
the Fund or the Underwriter, respectively, with respect to the sale
or distribution of the Contracts or Portfolio shares; or
13
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material with respect to the Contracts (or any
amendment thereof or supplement thereto), or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon and in conformity with information furnished to the
Company by the Fund or the Underwriter or persons under the control
of the Fund or the Underwriter, respectively; or
(iv) arise as a result of any material failure by the Fund or the
Underwriter 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 Underwriter or the Fund
in this Agreement or arise out of or result from any other material
breach of this Agreement by the Underwriter or the Fund; except to
the extent provided in Sections 6.3(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 of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of the Fund
shares or the Contracts or the operation of the Separate Accounts.
6.4 Indemnification By the Adviser
(a) The Adviser agrees, with respect to each Portfolio that it distributes, to
indemnify and hold harmless the Company and each of its directors, officers,
employees or agents and each person, if any, who controls the Company within the
meaning of section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 6.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Adviser) 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 Portfolios that it distributes or the
Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund
(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
14
stated therein or necessary to make the statements therein not
misleading; provided that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in
conformity with information furnished by such Indemnified Party or
the Company to the Fund or the Adviser on behalf of the Company for
use in the registration statement, prospectus or statement of
additional information for the Fund or in sales literature of the
Fund (or any amendment or supplement thereto) or otherwise for use
in connection with the sale of the Contracts or the Portfolio
shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund or the Adviser 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 Fund or the Adviser or persons under the control of the
Fund or the Adviser, respectively, with respect to the sale or
distribution of the Contracts or Portfolio shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material with respect to the Contracts (or any
amendment thereof or supplement thereto), or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon and in conformity with information furnished to the
Company by the Fund or the Adviser or persons under the control of
the Fund or the Adviser, respectively; or
(iv) arise as a result of any material failure by the Fund or the Adviser
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 Adviser or the Fund in
this Agreement or arise out of or result from any other material
breach of this Agreement by the Adviser or the Fund; except to the
extent provided in Sections 6.2(b) and 6.4hereof.
(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 of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of the Fund
shares or the Contracts or the operation of the Separate Accounts.
15
6.5 Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article VI
("Indemnifying Party" for the purpose of this Section 6.4) shall not be liable
under the indemnification provisions of this Article VI with respect to any
claim made against a party entitled to indemnification under this Article VI
("Indemnified Party" for the purpose of this Section 6.4) unless such
Indemnified Party shall have notified the Indemnifying Party in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such party shall have received notice of such
service on any designated agent), but failure to notify the Indemnifying Party
of any such claim shall not relieve the Indemnifying Party from any liability
which it may have to the Indemnified Party against whom such action is brought
otherwise than on account of the indemnification provision of this Article VI.
In case any such action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate, at its own expense, in the
defense thereof. The Indemnifying Party also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Indemnifying Party to the Indemnified Party of the
Indemnifying Party's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by the
Indemnified Party, and the Indemnifying Party will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation, unless:
(i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests
between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of New York.
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.
16
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 Fund, the Underwriter or the Adviser 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 the Fund shares, which in the
judgment of the Fund, the Underwriter or the Adviser 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 Fund, the Underwriter or the Adviser 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 the Fund shares or the operation of the Fund which in
the judgment of the Company are reasonably likely to have a material adverse
effect on the Underwriter's, the Fund's or the Adviser's ability to perform its
obligations under this Agreement; or
(d) at the option of the Company if a Portfolio delineated in Schedule A ceases
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 any such Portfolio may fail to so quality 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 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 Fund, the Underwriter or the
Adviser 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
17
(g) at the option of the Fund, the Underwriter or the Adviser if the Fund, the
Underwriter or the Adviser 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 Fund or
Underwriter; 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 Portfolio's failure
to qualify as a RIC and to cure such disqualification within 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 Fund and the Underwriter to continue to
make available additional shares of the Fund for so long after the termination
of this Agreement as the Company desires pursuant to the terms and conditions of
this Agreement as provided in paragraph (b) below, for all Contracts in effect
on the effective date of termination of this Agreement (hereinafter referred to
as "Existing Contracts"), unless such further sale of Fund shares is proscribed
by law, regulation or an applicable regulatory body. Specifically, without
limitation, the owners of the Existing Contracts shall be permitted to direct
reallocation of investments in the Fund, redeem investments in the Fund and/or
invest in the Fund upon the making of additional purchase payments under the
Existing Contracts unless such further sale of Fund Shares is proscribed by law,
regulation or an applicable regulatory body.
(b) If shares of the Fund continue to be made available after termination of
this Agreement pursuant to this Section 8.4, the provisions of this Agreement
shall remain in
18
effect exclusively with respect to Existing Contracts unless such further sale
of Fund Shares is proscribed by law, regulation or an applicable regulatory
body.
8.5 Until 90 days after the Company shall have notified the Fund, the
Underwriter or the Adviser 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 a Portfolio that was
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:
Xxxxx Xxxxxx, General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
If to the Fund, Underwriter or Adviser:
c/o The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
19
With copies to:
Stroock, Stroock & Xxxxx
000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxx X. Xxxx, Esq
Xxxxxx X. Xxxxxxx, Esq.
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.
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
20
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 Portfolios of the Fund.
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: Assistant Actuary
Date: 9/29/00
THE DREYFUS CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Controller
Date: 9/27/00
21
DREYFUS INDEX FUNDS, INC. (ON BEHALF OR DREYFUS INTERNATIONAL STOCK INDEX FUND).
By /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary
Date: September 19, 2000
DREYFUS RETIREMENT PORTFOLIOS, INC. (D/B/A DREYFUS LIFETIME PORTFOLIOS, INC.)
(ON BEHALF OF GROWTH PORTFOLIO, GROWTH & INCOME PORTFOLIO & INCOME PORTFOLIO)
By /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary
Date: September 19, 2000
DREYFUS MID CAP INDEX FUND
By /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary
Date: September 19, 2000
DREYFUS DEBT & EQUITY FUNDS (ON BEHALF OF DREYFUS PREMIER CORE BOND FUND)
By /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary
Date: September 19, 2000
22
DREYFUS PREMIER THIRD CENTURY FUND (CLASS A & Z)
By /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary
Date: September 19, 2000
DREYFUS SERVICE CORPORATION
By /s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer
Date: 9/27/00
23
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. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC
DREYFUS INDEX FUNDS, INC.
Dreyfus International Stock Index Fund
DREYFUS RETIREMENT PORTFOLIOS, INC. (d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.)
Growth Portfolio
Growth & Income Portfolio
Income Portfolio
DREYFUS MID CAP INDEX FUND
DREYFUS DEBT & EQUITY FUNDS
Dreyfus Premier Core Bond Fund
DREYFUS PREMIER THIRD CENTURY FUND (Class A & Z)
24
SCHEDULE B
In consideration of the services provided by the Company, the Adviser agrees to
pay the Company an amount equal to the following basis points per annum on the
average aggregate amount invested by the Company's Separate Account(s) in each
Portfolio under the Fund Participation Agreement, such amounts to be paid within
30 days of the end of each calendar quarter.
PORTFOLIO BASIS POINTS
--------------------------------------------------------------------------------
DREYFUS INDEX FUNDS, INC.
Dreyfus International Stock Index Fund 30 (.30)%
DREYFUS RETIREMENT PORTFOLIOS, INC. (d/b/a DREYFUS LIFETIME
PORTFOLIOS, INC.)
Growth Portfolio 30 (.30)%
Growth & Income Portfolio 30 (.30)%
Income Portfolio 30 (.30)%
DREYFUS MID CAP INDEX FUND 30 (.30)%
DREYFUS DEBT & EQUITY FUNDS
Dreyfus Premier Core Bond Fund 30 (.30)%
DREYFUS PREMIER THIRD CENTURY FUND (Z) 25 (.25)%
DREYFUS PREMIER THIRD CENTURY FUND (A) 30 (.30)%
[ILLEGIBLE]
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Between
THE DREYFUS CORPORATION
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 31st day of May, 2001, between
Hartford Life Insurance Company ("Hartford"), a Connecticut corporation, and The
Dreyfus Corporation ("Advisor"), a
New York corporation, and Dreyfus Services
Corporation, a
New York corporation ("Underwriter").
WHEREAS, the parties desire to amend that Agreement to allow for the addition of
a certain Fund or Funds.
NOW, THEREFORE, the parties agree as follows:
1. The seventh "Whereas" clause in the Participation Agreement shall be deleted
and the following inserted:
"WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Funds/Portfolios set forth on
Schedule B on behalf of Separate Accounts described in Schedule A to fund the
Contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as the Separate Accounts at net asset value."
2. Schedules A and B shall be replaced by the attached Schedules A and B.
3. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
HARTFORD LIFE INSURANCE COMPANY THE DREYFUS CORPORATION
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------ ------------------------------
Name: Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Actuary Title: Controller
Date: 5/31/01 Date: June 6, 2001
DREYFUS SERVICES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
Date: June 6, 2001
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. Currently, those Separate Accounts
are:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, 403
SCHEDULE B
PORTFOLIO BASIS POINTS
--------------------------------------------------------------------------------
DREYFUS INDEX FUNDS, INC.
Dreyfus International Stock Index Fund 30 (0.30%)
DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.
Growth Portfolio 30 (0.30%)
Growth & Income Portfolio 30 (0.30%)
Income Portfolio 30 (0.30%)
DREYFUS MID CAP INDEX FUND 30 (0.30%)
DREYFUS DEBT & EQUITY FUNDS
Dreyfus Premier Core Bond Fund 30 (0.30%)
DREYFUS PREMIER THIRD CENTURY FUND (Z) 25 (0.25%)
DREYFUS PREMIER THIRD CENTURY FUND (A) 30 (0.30%)
DREYFUS BASIC S & P 500 STOCK INDEX 5 (0.05%)
DREYFUS BOND MARKET INDEX 25 (0.25%)
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Between
THE DREYFUS CORPORATION
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of February, 2002
between Hartford Life Insurance Company ("Hartford"), and The Dreyfus
Corporation ("Advisor"), a
New York corporation, and Dreyfus Services
Corporation, a
New York corporation ("Underwriter").
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedules A and B.
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, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY THE DREYFUS CORPORATION
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Actuary Title: Controller
Date: 1/17/02 Date: February 6, 2002
DREYFUS SERVICES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
Date: February 6, 2002
1
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. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Eleven
2
SCHEDULE B
PORTFOLIO SHARE CLASS BASIS POINTS
---------------------------------------------------------------------------------------------
DREYFUS INDEX FUNDS, INC.
- Dreyfus International Stock Index Fund N/A 30 (0.30%)
DREYFUS MID CAP INDEX FUND N/A 30 (0.30%)
DREYFUS DEBT & EQUITY FUNDS
- Dreyfus Premier Core Bond Fund A 40 (0.40%)
DREYFUS PREMIER THIRD CENTURY FUND A 40 (0.40%)
DREYFUS PREMIER THIRD CENTURY FUND Z 25 (0.25%)
DREYFUS BASIC S&P 500 INDEX N/A 5 (0.05%)
DREYFUS BOND MARKET INDEX INVESTOR 25 (0.25%)
DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.)
- Growth Portfolio RESTRICTED 30 (0.30%)
- Growth & Income Portfolio
- Income Portfolio
DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.)
- Growth Portfolio INVESTOR 40 (0.40%)
- Growth & Income Portfolio
- Income Portfolio
3
THIRD AMENDMENT TO PARTICIPATION AGREEMENT
Between
THE DREYFUS CORPORATION
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 1st day of May, 2002 between
Hartford Life Insurance Company ("Hartford"), and The Dreyfus Corporation
("Advisor"), a
New York corporation, and Dreyfus Service Corporation, a New York
corporation ("Underwriter"); DREYFUS INDEX FUNDS, INC. - Dreyfus International
Stock Index Fund; DREYFUS RETIREMENT PORTFOLIOS, INC. (d/b/a DREYFUS LIFETIME
PORTFOLIOS, INC.) - Growth Portfolio, - Growth & Income Portfolio, - Income
Portfolio; DREYFUS PREMIER THIRD CENTURY FUND; DREYFUS MIDCAP INDEX FUND;
DREYFUS DEBT & EQUITY FUNDS - Dreyfus Premier Core Bond Fund; DREYFUS BASIC S&P
500 INDEX FUND; DREYFUS BOND MARKET INDEX FUND; XXXXXXX XXXXXX FUNDS, INC. -
Premier MidCap Stock ("Funds") is hereby amended as follows:
(1) The Agreement is amended to replace Schedule B in its entirety by the
revised Schedule B, is attached hereto.
WHEREAS, Hartford, the Advisor and Underwriter are parties to a certain Fund
Participation Agreement dated September 29, 2000, as amended by Amendment No. 1
to Fund Participation Agreement dated May 31, 2001, as amended by Amendment No.
2 to Fund Participation Agreement dated February 1, 2002; and
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds.
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedules A and B.
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, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY THE DREYFUS CORPORATION
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------ ------------------------------
Name: Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice President Title: Controller
Date: 5/3/02 Date: May 29, 2002
1
DREYFUS SERVICE CORPORATION DREYFUS BASIC S&P 500 INDEX FUND
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer Title: Assistant Secretary
Date: June 11, 2002 Date: June 11, 2002
DREYFUS INDEX FUNDS, INC. DREYFUS BOND MARKET INDEX FUND
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary Title: Assistant Secretary
Date: June 11, 2002 Date: June 11, 2002
DREYFUS MIDCAP INDEX FUND DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS,
INC.)
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary Title: Secretary
Date: June 11, 2002 6/11/2002
DREYFUS PREMIER FIXED INCOME FUNDS XXXXXXX XXXXXX FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary Title: Assistant Secretary
6/11/2002 Date: June 11, 2002
DREYFUS PREMIER THIRD CENTURY FUND
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary
6/11/2002
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. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven
3
SCHEDULE B
PORTFOLIO SHARE CLASS BASIS POINTS
--------------------------------------------------------------------------------
DREYFUS INDEX FUNDS, INC.
- Dreyfus International Stock Index
Fund N/A 30 (0.30%)
DREYFUS MID CAP INDEX FUND N/A 30 (0.30%)
DREYFUS PREMIER FIXED INCOME FUNDS
- Dreyfus Premier Core Bond Fund A 40 (0.40%)
DREYFUS PREMIER THIRD CENTURY FUND A 40 (0.40%)
DREYFUS PREMIER THIRD CENTURY FUND Z 25 (0.25%)
DREYFUS BASIC S&P 500 INDEX FUND N/A 5 (0.05%)
DREYFUS BOND MARKET INDEX FUND INVESTOR 25 (0.25%)
DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS,
INC.)
- Growth Portfolio
- Growth & Income Portfolio
- Income Portfolio RESTRICTED 30(0.30%)
DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS,
INC.)
- Growth Portfolio
- Growth & Income Portfolio
- Income Portfolio INVESTOR 40(0.40%)
XXXXXXX XXXXXX FUNDS, INC.
- Premier Midcap Stock Fund A 40 (0.40%)
4
FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
Between
THE DREYFUS CORPORATION
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT to the
Retail Fund Participation Agreement dated September 29,
2000 is made and entered into as of the 1st day of June, 2003 between Hartford
Life Insurance Company ("Hartford"), and The Dreyfus Corporation ("Advisor"), a
New York corporation, and Dreyfus Service Corporation, a New York corporation
("Underwriter"); and those funds listed on Schedule B of this Agreement, as may
be amended from time to time (the "Funds").
WHEREAS, Hartford, the Advisor and Underwriter and the Funds are parties to a
certain Fund Participation Agreement dated September 29, 2000, as amended by
Amendment No. l to Fund Participation Agreement dated May 31, 2001, as amended
by Amendment No. 2 to Fund Participation Agreement dated February 1, 2002, as
amended by Amendment No. 3 to Fund Participation Agreement dated May 1, 2002;
and
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds.
NOW, THEREFORE, the parties agree as follows:
1. Schedule A shall be replaced by the attached Schedule A.
2. Schedule B shall be replaced by the attached Schedule B.
3. 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, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY THE DREYFUS CORPORATION
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
----------------------------------- -----------------------------------
Signature Signature
Xxxx Xxxxxxx Xxxxxxx X. Xxxxxxx
Name Name
Vice President & Director Controller
Title Title
DREYFUS SERVICE CORPORATION THOSE FUNDS LISED ON SCHEDULE A
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------- -----------------------------------
Signature Signature
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxx
Name Name
Chief Financial Officer Secretary or Assistant Secretary
Title Title
1
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. Currently, those Separate Accounts
are as follows:
401K MARKET
K, K1, K2, K3, K4,
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403B AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC
FUNDS
DREYFUS INDEX FUNDS, INC.
- Dreyfus International Stock Index Fund
DREYFUS MID CAP INDEX FUND
DREYFUS DEBT & EQUITY FUNDS
- Dreyfus Premier Core Bond Fund
DREYFUS PREMIER THIRD CENTURY FUND
DREYFUS PREMIER THIRD CENTURY FUND
DREYFUS BASIC S&P 500 INDEX FUND
DREYFUS BOND MARKET INDEX FUND
DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.)
- Growth Portfolio
- Growth & Income Portfolio
- Income Portfolio
DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.)
- Growth Portfolio
- Growth & Income Portfolio
- Income Portfolio
DREYFUS FOUNDERS FUNDS, INC.
- Dreyfus Founders Discovery Fund
DREYFUS GROWTH & VALUE FUNDS, INC.
- Emerging Leaders Fund
XXXXXXX XXXXXX FUNDS, INC.
- Premier Midcap Stock Fund
2
SCHEDULE B
In consideration of the services provided by the Company, the Adviser agrees to
pay the Company an amount equal to the following basis points per annum on the
average amount invested by the Company's Separate Account(s) in each portfolio
under the Fund Participation Agreement, such amounts to be paid within 30 days
of the end of each calendar quarter.
PORTFOLIO SHARE CLASS BASIS POINTS
---------------------------------------------------------------------------------------
DREYFUS INDEX FUNDS, INC.
- Dreyfus International Stock Index Fund N/A 30 (0.30%)
DREYFUS MID CAP INDEX FUND N/A 30 (0.30%)
DREYFUS DEBT & EQUITY FUNDS
- Dreyfus Premier Core Bond Fund A 40 (0.40%)
DREYFUS PREMIER THIRD CENTURY FUND A 40 (0.40%)
DREYFUS PREMIER THIRD CENTURY FUND Z 25 (0.25%)
DREYFUS BASIC S&P 500 INDEX FUND N/A 5 (0.05%)
DREYFUS BOND MARKET INDEX FUND INVESTOR 25 (0.25%)
DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.)
- Growth Portfolio RESTRICTED 30 (0.30%)
- Growth & Income Portfolio
- Income Portfolio
DREYFUS RETIREMENT PORTFOLIOS, INC.
(d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.)
- Growth Portfolio INVESTOR 40 (0.40%)
- Growth & Income Portfolio
- Income Portfolio
DREYFUS FOUNDERS FUNDS, INC. A 40 (0.40%)
- Dreyfus Founders Discovery Fund
DREYFUS GROWTH & VALUE FUNDS, INC. A 40 (0.40%)
- Emerging Leaders Fund
XXXXXXX XXXXXX FUNDS, INC. A 40 (0.40%)
- Premier Midcap Stock Fund
3
FIFTH AMENDMENT TO PARTICIPATION AGREEMENT
Between
THE DREYFUS CORPORATION,
DREYFUS SERVICE CORPORATION,
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT to the
Retail Fund Participation Agreement dated September 29,
2000 is made and entered into as of the 1st day of May, 2005 between Hartford
Life Insurance Company (the "Company"), a stock life insurance company organized
under the laws of Connecticut, The Dreyfus Corporation (the "Advisor"), a New
York corporation and Dreyfus Service Corporation, a New York corporation (the
"Underwriter") and those funds listed on Schedule B of this Agreement, as may be
amended from time to time (the "Funds").
WHEREAS, the Company, the Advisor, the Underwriter and the Funds are parties to
a certain
Retail Fund Participation Agreement dated September 29, 2000 (the
"Agreement"), as amended by First Amendment dated May 31, 2001, Second Amendment
dated February 1, 2002, Third Amendment dated May 1, 2002, and Fourth Amendment
dated June 1, 2003.
WHEREAS, the parties desire 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. Schedules A and B shall be replaced by the attached Schedules A and B.
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, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY THE DREYFUS CORPORATION
By: /s/ J Davey By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: J Davey Name: Xxxxxxx X. Xxxxxxx
Title: Vice President Title: Controller
Date: 5-10-05 Date: 4/24/05
1
DREYFUS SERVICE CORPORATION THOSE FUNDS LISTED ON SCHEDULE A
(other than Dreyfus Founders Funds,
Inc.)
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer Title: Secretary/Assistant Secretary
Date: [ILLEGIBLE] Date: 5/3/05
FOR DREYFUS FOUNDERS FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxxxxx
Title: Secretary
Date: 5/4/05
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. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC.
DREYFUS INDEX FUNDS, INC.
- Dreyfus International Stock Index Fund
DREYFUS MID CAP INDEX FUND
DREYFUS DEBT & EQUITY FUNDS
- Dreyfus Premier Core Bond Fund
DREYFUS PREMIER THIRD CENTURY FUND
DREYFUS PREMIER THIRD CENTURY FUND
DREYFUS BASIC S&P 500 INDEX FUND
DREYFUS BOND MARKET INDEX FUND
DREYFUS RETIREMENT PORTFOLIOS, INC. (d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.)
- Growth Portfolio
- Growth & Income Portfolio
- Income Portfolio
DREYFUS RETIRMENT PORTFOLIOS, INC. (d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.)
- Growth Portfolio
- Growth & Income Portfolio
- Income Portfolio
DREYFUS FOUNDERS FUNDS, INC.
- Dreyfus Founders Discovery Fund
DREYFUS GROWTH & VALUE FUNDS, INC.
- Emerging Leaders Fund
- Premier Strategic Value
DREYFUS/LAUREL FUNDS, INC.
- Premier Midcap Stock Fund
- Premier Small Cap Value Fund
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
- Premier Greater China Fund
3
SCHEDULE B
In consideration of the services provided by the Company, the Advisor agrees to
pay the Company an amount equal to the following basis points per annum on the
average amount invested by the Company's Separate Account(s) in each Portfolio
under the Fund Participation Agreement, such amounts to be paid within 30 days
of the end of each calendar quarter.
PORTFOLIO SHARE CLASS BASIS POINTS
-----------------------------------------------------------------------------------------------------
DREYFUS INDEX FUNDS, INC. N/A 30 (0.30%)
- Dreyfus International Stock Index Fund
DREYFUS MID CAP INDEX FUND N/A 30 (0.30%)
DREYFUS DEBT & EQUITY FUNDS A 40 (0.40%)
- Dreyfus Premier Core Bond Fund
DREYFUS PREMIER THIRD CENTURY FUND A 40 (0.40%)
DREYFUS PREMIER THIRD CENTURY FUND Z 25 (0.25%)
DREYFUS BASIC S&P 500 INDEX FUND N/A 5 (0.05%)
DREYFUS BOND MARKET INDEX FUND INVESTOR 25 (0.25%)
DREYFUS RETIREMENT PORTFOLIOS, INC.(d/b/a RESTRICTED 30 (0.30%)
DREYFUS LIFETIME PORTFOLIOS, INC.)
- Growth Portfolio
- Growth & Income Portfolio
- Income Portfolio
DREYFUS RETIREMENT PORTFOLIOS, INC.(d/b/a INVESTOR 40 (0.40%)
DREYFUS LIFETIME PORTFOLIOS, INC.)
- Growth Portfolio
- Growth & Income Portfolio
- Income Portfolio
DREYFUS FOUNDERS FUNDS, INC. A 40 (0.40%)
- Dreyfus Founders Discovery Fund
DREYFUS GROWTH & VALUE FUNDS. INC. A 40 (0.40%)
- Emerging Leaders Fund
DREYFUS GROWTH & VALUE FUNDS, INC. T $12 per participant
- Premier Strategic Value Fund and 25 (0.25%)
XXXXXXX XXXXXX FUNDS, INC. A 40 (0.40%)
- Premier Midcap Stock Fund
XXXXXXX XXXXXX FUNDS, INC. A 40 (0.40%)
- Premier Small Cap Value Fund
XXXXXXX XXXXXX FUNDS, INC. T $12 per participant
- Premier Small Cap Value Fund and 25 (0.25%)
DREYFUS PREMIER INTERNATIONAL FUNDS, INC. T $12 per participant
Premier Greater China Fund and 25 (0.25%)
DREYFUS PREMIER INTERNATIONAL FUNDS, INC. A 40 (0.40%)
Premier Greater China Fund
4
SIXTH AMENDMENT TO PARTICIPATION AGREEMENT
Between
THE DREYFUS CORPORATION,
DREYFUS SERVICE CORPORATION,
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT to the
Retail Fund Participation Agreement dated September 29,
2000 is made and entered into as of the 31st day of May, 2008 between Hartford
Life Insurance Company (the "Company"), a stock life insurance company organized
under the laws of Connecticut. The Dreyfus Corporation (the "Advisor"), a New
York corporation, and Dreyfus Service Corporation, a New York corporation (the
"Underwriter") and those funds listed on Schedule B of this Agreement, as may be
amended from time to time (the "Funds").
WHEREAS, the Company, the Advisor, the Underwriter and the Funds are parties to
a certain
Retail Fund Participation Agreement dated September 29, 2000 (the
"Agreement"), as amended;
WHEREAS, MBSC Securities Corporation has replaced Dreyfus Service Corporation as
the underwriter of the Dreyfus funds;
WHEREAS, the parties desire 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. MBSC Securities Corporation replaces Dreyfus Service Corporation as
a party to the Agreement, and all references to the "Underwriter" in
the Agreement shall be deemed to refer to MBSC Securities
Corporation;
2. Schedules A and B to the Agreement are deleted and replaced by the
Schedules A and B attached hereto; and
3. This Amendment may be executed in counterparts, each of which shall
be an original and both of which shall constitute one instrument.
INTENTIONALLY LEFT BLANK
1
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY THE DREYFUS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx
------------------------------ ------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Controller
Date: 5-22-08 Date: 5-29-08
MBSC SECURITIES CORPORATION THOSE FUNDS LISTED ON SCHEDULE A
(other than Dreyfus Founders Funds,
Inc.)
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer Title: Secretary
Date: 5-29-08 Date: 5/29/08
FOR DREYFUS FOUNDERS FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxxxxx
Title: Secretary
Date: 6/3/08
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. Currently, those Separate Accounts
are as follows:
401 Market
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC.
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Two, Separate
Account Eleven, Separate Account Fourteen
FUND FUND NAME
-------------------------------------------------------------------------------------------------------------------------------
SINGLE CLASS/NON PREMIER FUNDS -- EQUITY
0141 Appreciation
0728 Disciplined Stock
0259 Emerging Leaders
0026 The Dreyfus Fund
0010 Growth & Income
0018 Growth Opportunity
0556 LifeTime Growth, Inv Sh
0756 LifeTime Growth, Rest Sh
0552 LifeTime Growth & Income, Inv Sh
0752 LifeTime Growth & Income, Rest Sh
0555 LifeTime Income, Inv Sh
0755 LifeTime Income, Rest Sh
0253 Small Company Value
SINGLE CLASS/NON PREMIER FUNDS -- FIXED INCOME
0080 BASIC US Mortgage Securities
0588 Inflation Adjusted Securities, Inv Sh
0589 Inflation Adjusted Securities, Inst Sh
0542 Short-Intermediate Government
0072 US Treasury Intermediate Term
0073 US Treasury Long Term
SINGLE CLASS/NON PREMIER FUNDS -- INDEX
0077 Smallcap Stock Index
0078 S&P 500 Index
0079 International Stock Index
0713 BASIC S&P 500 Stock Index
3
FUND FUND NAME
-------------------------------------------------------------------------------------------------------------------------------
0000 Xxxx Xxxxxx Index, Inv Sh
0000 Xxxx Xxxxxx Index, BASIC Sh
0113 Midcap Index
DREYFUS PREMIER FUNDS -- FOUNDERS
0182 Founders Discovery, C1 A
0185 Founders Discovery, C1 I
0186 Founders Discovery, C1 T
0275 Founders Equity Growth, C1 A
0278 Founders Equity Growth, C1 I
0279 Founders Equity Growth, C1 T
0291 Founders Mid-Cap Growth, C1 A
0294 Founders Mid-Cap Growth, C1 I
0295 Founders Mid-Cap Growth, C1 T
0281 Founders Passport, C1 A
0284 Founders Passport, C1 I
0285 Founders Passport, C1 T
0351 Founders Worldwide Growth, C1 A
0354 Founders Worldwide Growth, C1 I
0355 Founders Worldwide Growth, C1 T
DREYFUS PREMIER FUNDS -- EQUITY
6171 Prem 130/30 Growth, C1 A
6173 Prem 130/30 Growth, C1 I
6174 Prem 130/30 Growth, C1 T
6031 Prem Alpha Growth, C1 A
6034 Prem Alpha Growth, C1 I
6035 Prem Alpha Growth, C1 T
0342 Prem Balanced, C1 A
0742 Prem Balanced, C1 I
0781 Prem Balanced, C1 T
6000 Prem Balanced Opportunity, C1 A
6003 Prem Balanced Opportunity, C1 I
6004 Prem Balanced Opportunity, C1 T
6005 Prem Balanced Opportunity, C1 J
6115 Prem Balanced Opportunity, C1 Z
0047 Prem Core Equity, C1 A
0943 Prem Core Equity, C1 I
0944 Prem Core Equity, C1 T
0312 Prem Core Value, C1 A
0712 Prem Core Value, C1 I
0767 Prem Core Value, C1 T
0327 Prem Emerging Markets, C1 A
0242 Prem Emerging Markets, C1 I
0244 Prem Emerging Markets, C1 T
6096 Emerging Markets Opportunity, C1 A
6098 Emerging Markets Opportunity, C1 I
6099 Emerging Markets Opportunity, C1 T
0534 Prem Enterprise, C1 A
0537 Prem Enterprise, C1 T
4
FUND FUND NAME
-----------------------------------------------------------------------------------------------------------------------------
6144 Prem Equity Income, C1 A
6146 Prem Equity Income, C1 I
6147 Prem Equity Income, C1 T
0522 Prem Future Leaders, C1 A
0525 Prem Future Leaders, C1 I
0526 Prem Future Leaders, C1 T
6140 Global Alpha, C1 A
6142 Global Alpha, C1 I
6143 Global Alpha, C1 T
0130 Prem Greater China, C1 A
0190 Prem Greater China, C1 I
0230 Prem Greater China, C1 T
0320 Prem Growth & Income, C1 A
0760 Prem Growth & Income, C1 I
0780 Prem Growth & Income, C1 T
0720 Prem International Equity, C1 A
0733 Prem International Equity, C1 I
0735 Prem International Equity, C1 T
0092 Prem International Growth, C1 A
0764 Prem International Growth, C1 I
0774 Prem International Growth, C1 T
0500 Prem International Small Cap, C1 A
0519 Prem International Small Cap, C1 I
0520 Prem International Small Cap, C1 T
0254 Prem International Value, C1 A
0304 Prem International Value, C1 I
0305 Prem International Value, C1 T
6026 Prem Intrinsic Value, C1 A
6029 Prem Intrinsic Value, C1 I
6030 Prem Intrinsic Value, C1 T
0318 Prem Large Company Stock, C1 A
0766 Prem Large Company Stock, C1 T
0330 Xxxx Xxxxxx Stock, C1 A
0730 Xxxx Xxxxxx Stock, C1 I
0731 Xxxx Xxxxxx Stock, C1 T
0258 Xxxx Xxxxxx Value, C1 A
6230 Xxxx Xxxxxx Value, C1 I
6231 Xxxx Xxxxxx Value, C1 T
0085 Prem New Leaders, C1 A
0272 Prem New Leaders, C1 I
0274 Prem New Leaders, C1 T
6016 Prem S&P STARS, C1 A
6019 Prem S&P STARS, C1 I
6020 Prem S&P STARS, C1 T
6021 Prem S&P STARS Opportunities, C1 A
6024 Prem S&P STARS Opportunities, C1 I
6025 Prem S&P STARS Opportunities, C1 T
0600 Prem Select Midcap Growth, C1 A
5
FUND FUND NAME
-----------------------------------------------------------------------------------------------------------------------------
0661 Prem Select Midcap Growth, C1 I
0684 Prem Select Midcap Growth, C1 T
0439 Prem Small Cap Equity, C1 A
0442 Prem Small Cap Equity, C1 I
0443 Prem Small Cap Equity, C1 T
0148 Prem Small Cap Value, C1 A
0188 Prem Small Cap Value, C1 I
0198 Prem Small Cap Value, C1 T
0257 Prem Strategic Value, C1 A
0668 Prem Strategic Value, C1 I
0669 Prem Strategic Value, C1 T
0134 Prem Structured Large Cap Value, C1 A
0137 Prem Structured Large Cap Value, C1 I
0138 Prem Structured Large Cap Value, C1 T
0936 Prem Structured Midcap, C1 A
0939 Prem Structured Midcap, C1 I
0940 Prem Structured Midcap, C1 T
0149 Prem Tax Managed Growth, C1 A
6109 Prem Tax Managed Growth, C1 I
0199 Prem Tax Managed Growth, C1 T
0255 Prem Technology Growth, C1 A
0262 Prem Technology Growth, C1 I
0263 Prem Technology Growth, C1 T
0207 Prem Third Century, C1 A
0210 Prem Third Century, C1 I
0211 Prem Third Century, C1 T
0035 Prem Third Century, C1 Z
0070 Prem Worldwide Growth, C1 A
0768 Prem Worldwide Growth, C1 I
0778 Prem Worldwide Growth, C1 T
6209 Prem Diversified International, C1 A
6211 Prem Diversified International, C1 I
6218 Prem Diversified International, C1 T
6205 Prem Emerging Asia, C1 A
6207 Prem Emerging Asia, C1 I
6208 Prem Emerging Asia, C1 T
6159 Global Stock, C1 A
6161 Global Stock, C1 I
6162 Global Stock, C1 T
6175 Prem Global Equity Income, C1 A
6177 Prem Global Equity Income, C1 I
6178 Prem Global Equity Income, C1 T
0091 Prem Health Care, C1 A
0331 Prem Health Care, C1 I
0341 Prem Health Care, C1 T
6155 International Stock, C1 A
6157 International Stock, C1 I
6158 International Stock, C1 T
6
FUND FUND NAME
-------------------------------------------------------------------------------------------------------------------------------
6006 Prem Natural Resources, C1 A
6009 Prem Natural Resources, C1 I
6010 Prem Natural Resources, C1 T
6151 Systematic International Equity, C1 A
6153 Systematic International Equity, C1 I
6154 Systematic International Equity, C1 T
DREYFUS PREMIER FUNDS -- FIXED INCOME
6100 Prem GNMA, Inc., C1 A
0265 Prem GNMA, Inc., C1 Z
0115 Prem High Income, C1 A
0482 Prem High Income, C1 I
0082 Prem Intermediate Term Income, C1 A
0074 Prem Intermediate Term Income, C1 I
6091 Prem International Bond, C1 A
6094 Prem International Bond, C1 I
0029 Prem Limited Term High Yield, C1 A
0759 Prem Limited Term High Yield, C1 I
0345 Prem Limited Term Income, C1 A
0745 Prem Limited Term Income, C1 I
0083 Prem Short Term Income, C1 D
6148 Prem Strategic Income, C1 A
6150 Prem Strategic Income, C1 I
6066 Prem Total Return Advantage, C1 A
6069 Prem Total Return Advantage, C1 I
0056 Prem Yield Advantage, C1 D
6134 Tax Managed Balanced
DREYFUS CASH MANAGEMENT FUNDS -- INSTITUTIONAL
0288 Cash Management, Inst Sh
0719 Cash Management Plus, Inst Sh
0289 Government Cash Mgmt, Inst Sh
0227 Government Pr Cash Mgmt, Inst Sh
0521 Treasury & Agency Cash Mgmt, Inst Sh
0761 Treasury Prime Cash Mgmt, Inst Xx
XXXXXXX CASH MANAGEMENT FUNDS -- ADMINISTRATIVE
0566 Cash Management, Admin. Sh
0579 Cash Management Plus, Admin. Sh
0567 Government Cash Mgmt, Admin. Sh
0557 Government Pr Cash Mgmt, Admin. Sh
0568 Treasury & Agency Cash Mgmt, Admin. Sh
0582 Treasury Prime Cash Mgmt, Admin. Xx
XXXXXXX CASH MANAGEMENT FUNDS -- INVESTOR
0670 Cash Management, Inv Sh
0671 Cash Management Plus, Inv Sh
0672 Government Cash Mgmt, Inv Sh
0610 Government Pr Cash Mgmt, Inv Sh
0673 Treasury & Agency Cash Mgmt, Inv Sh
0674 Treasury Prime Cash Mgmt, Inv Sh
7
FUND FUND NAME
-------------------------------------------------------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT FUNDS -- PARTICIPANT
0596 Cash Management, Part. Sh
0599 Cash Management Plus, Part. Sh
0597 Government Cash Mgmt, Part. Sh
0587 Government Pr Cash Mgmt, Part. Sh
0598 Treasury & Agency Cash Mgmt, Part. Sh
0592 Treasury Prime Cash Mgmt, Part. Xx
XXXXXXX CASH ADVANTAGE FUNDS
0099 Inst. Cash Advantage, Inst. Adv Sh
0142 Inst. Cash Advantage Plus, Inst. Adv Sh
0093 Inst. Cash Advantage, Admin. Adv Sh
0139 Inst. Cash Advantage Plus, Admin. Adv Sh
0100 Inst. Cash Advantage, Inv. Adv Sh
0143 Inst. Cash Advantage Plus, Inv. Adv Sh
0094 Inst. Cash Advantage, Part, Adv Sh
0140 Inst. Cash Advantage Plus, Part. Adv Sh
8
SCHEDULE B
The Administrative Fees payable each month with respect to a Fund shall be an
amount equal to the amount set forth below as a percentage of assets invested in
such Fund for the period, calculated quarterly based upon the average assets
invested in the Funds at each month's end in the quarter (the "Total Monthly
Fee.") The Fund's share of the Administrative Fees for a given month shall be an
amount equal to the number of Participant accounts underlying the Account
maintained in the Fund as of the last day of the month multiplied by the per
account fee charged by the fund's transfer agent for shareholder accounts
multiplied by one-twelfth (1/12) (the "Fund Monthly Fee"), but shall not exceed
the Total Monthly Fee. Dreyfus' share of the Administrative Fees shall be an
amount equal to the Total Monthly Fee MINUS the Fund Monthly Fee. For
administrative convenience, Dreyfus may pay the total Monthly Fee to the Service
Provider on behalf of itself and the Fund and collect the Fund Monthly Fee from
the Fund.
ADMINISTRATIVE AGGREGATE
FUND FUND NAME FEES FEES*
---------------------------------------------------------------------------------------------------------------------------------
SINGLE CLASS/NON PREMIER FUNDS -- EQUITY
0141 Appreciation 0.25% 0.50%
0728 Disciplined Stock 0.30% 0.40%
0259 Emerging Leaders 0.15% 0.40%
0026 The Dreyfus Fund 0.25% 0.25%
0010 Growth & Income 0.40% 0.40%
0018 Growth Opportunity 0.40% 0.40%
0556 LifeTime Growth, Inv Sh 0.25% 0.50%
0756 LifeTime Growth, Rest Sh 0.25% 0.25%
0552 LifeTime Growth & Income, Inv Sh 0.25% 0.50%
0752 LifeTime Growth & Income, Rest Sh 0.25% 0.25%
0555 LifeTime Income, Inv Sh 0.25% 0.50%
0755 LifeTime Income, Rest Sh 0.25% 0.25%
0253 Small Company Value 0.15% 0.40%
SINGLE CLASS/NON PREMIER FUNDS -- FIXED INCOME
0080 BASIC US Mortgage Securities 0.20% 0.20%
0588 Inflation Adjusted Securities, Inv Sh 0.10% 0.35%
------------
* The fees in this column represent the current aggregate fees payable to the
Service Provider pursuant to this Agreement, as well as those payable in
accordance with any Fund's 12b-1 plan or Services Plan, or amounts otherwise
payable by Dreyfus. The fees in the column are included for administrative
convenience only, and are not legally binding on any party to this
Agreement. Fees payable to the Service Provider outside of the
Administrative Fees payable hereunder are subject to separate agreements,
responsibilities and liabilities, which may change in accordance with the
terms of those agreements.
9
ADMINISTRATIVE AGGREGATE
FUND FUND NAME FEES FEES*
---------------------------------------------------------------------------------------------------------------------------------
0589 Inflation Adjusted Securities, Inst Sh 0.10% 0.10%
0542 Short-Intermediate Government 0.20% 0.20%
0072 US Treasury Intermediate Term 0.20% 0.20%
0073 US Treasury Long Term 0.20% 0.20%
SINGLE CLASS/NON PREMIER FUNDS -- INDEX
0077 Smallcap Stock Index 0.10% 0.35%
0078 S&P 500 Index 0.10% 0.35%
0079 International Stock Index 0.10% 0.35%
0713 BASIC S&P 500 Stock Index 0.13% 0.13%
0000 Xxxx Xxxxxx Index, Inv Sh 0.05% 0.30%
0000 Xxxx Xxxxxx Index, BASIC Sh 0.10% 0.10%
0113 Midcap Index 0.05% 0.30%
DREYFUS PREMIER FUNDS -- FOUNDERS
0182 Founders Discovery, C1 A 0.25% 0.50%
0185 Founders Discovery, C1 I 0.40% 0.40%
0186 Founders Discovery, C1 T 0.25% 0.75%
0275 Founders Equity Growth, C1 A 0.25% 0.50%
0278 Founders Equity Growth, C1 I 0.40% 0.40%
0279 Founders Equity Growth, C1 T 0.25% 0.75%
0291 Founders Mid-Cap Growth, C1 A 0.25% 0.50%
0294 Founders Mid-Cap Growth, C1 I 0.40% 0.40%
0295 Founders Mid-Cap Growth, C1 T 0.25% 0.75%
0281 Founders Passport, C1 A 0.25% 0.50%
0284 Founders Passport, C1 I 0.40% 0.40%
0285 Founders Passport, C1 T 0.25% 0.75%
0351 Founders Worldwide Growth, C1 A 0.25% 0.50%
0354 Founders Worldwide Growth, C1 I 0.40% 0.40%
0355 Founders Worldwide Growth, C1 T 0.25% 0.75%
DREYFUS PREMIER FUNDS -- EQUITY
6171 Prem 130/30 Growth, C1 A 0 0.25%
6173 Prem 130/30 Growth, C1 I 0.40% 0.40%
6174 Prem 130/30 Growth, C1 T 0.25% 0.75%
6031 Prem Alpha Growth, C1 A 0.25% 0.50%
6034 Prem Alpha Growth, C1 I 0.40% 0.40%
6035 Prem Alpha Growth, C1 T 0.25% 0.75%
0342 Prem Balanced, C1 A 0.25% 0.50%
0742 Prem Balanced, C1 I 0.40% 0.40%
0781 Prem Balanced, C1 T 0.25% 0.75%
6000 Prem Balanced Opportunity, C1 A 0.25% 0.50%
6003 Prem Balanced Opportunity, C1 I 0.40% 0.40%
6004 Prem Balanced Opportunity, C1 T 0.25% 0.75%
6005 Prem Balanced Opportunity, C1 J 0.25% 0.25%
6115 Prem Balanced Opportunity, C1 Z 0.25% 0.25%
0047 Prem Core Equity, C1 A 0.25% 0.50%
0943 Prem Core Equity, C1 I 0.40% 0.40%
0944 Prem Core Equity, C1 T 0.25% 0.75%
0312 Prem Core Value, C1 A 0.25% 0.50%
0712 Prem Core Value, C1 I 0.40% 0.40%
10
ADMINISTRATIVE AGGREGATE
FUND FUND NAME FEES FEES*
-----------------------------------------------------------------------------------------------------------------------
0767 Prem Core Value, C1 T 0.25% 0.75%
0327 Prem Emerging Markets, C1 A 0.25% 0.50%
0242 Prem Emerging Markets, C1 I 0.40% 0.40%
0244 Prem Emerging Markets, C1 T 0.25% 0.75%
6096 Emerging Markets Opportunity, C1 A 0.25% 0.50%
6098 Emerging Markets Opportunity, C1 I 0.40% 0.40%
6099 Emerging Markets Opportunity, C1 T 0.25% 0.75%
0534 Prem Enterprise, C1 A 0.25% 0.50%
0537 Prem Enterprise, C1 T 0.25% 0.75%
6144 Prem Equity Income, C1 A 0.25% 0.50%
6146 Prem Equity Income, C1 I 0.40% 0.40%
6147 Prem Equity Income, C1 T 0.25% 0.75%
0522 Prem Future Leaders, C1 A 0.25% 0.50%
0525 Prem Future Leaders, C1 I 0.40% 0.40%
0526 Prem Future Leaders, C1 T 0.25% 0.75%
6140 Global Alpha, C1 A 0.25% 0.50%
6142 Global Alpha, C1 I 0.40% 0.40%
6143 Global Alpha, C1 T 0.25% 0.75%
0130 Prem Greater China, C1 A 0.25% 0.50%
0190 Prem Greater China, C1 I 0.40% 0.40%
0230 Prem Greater China, C1 T 0.25% 0.75%
0320 Prem Growth & Income, C1 A 0.25% 0.50%
0760 Prem Growth & Income, C1 I 0.40% 0.40%
0780 Prem Growth & Income, C1 T 0.25% 0.75%
0720 Prem International Equity, C1 A 0.25% 0.50%
0733 Prem International Equity, C1 I 0.40% 0.40%
0735 Prem International Equity, C1 T 0.25% 0.75%
0092 Prem International Growth, C1 A 0.25% 0.50%
0764 Prem International Growth, C1 I 0.40% 0.40%
0774 Prem International Growth, C1 T 0.25% 0.75%
0500 Prem International Small Cap, C1 A 0.25% 0.50%
0519 Prem International Small Cap, C1 I 0.40% 0.40%
0520 Prem International Small Cap, C1 T 0.25% 0.75%
0254 Prem International Value, C1 A 0.25% 0.50%
0304 Prem International Value, C1 I 0.40% 0.40%
0305 Prem International Value, C1 T 0.25% 0.75%
6026 Prem Intrinsic Value, C1 A 0.25% 0.50%
6029 Prem Intrinsic Value, C1 I 0.40% 0.40%
6030 Prem Intrinsic Value, C1 T 0.25% 0.75%
0318 Prem Large Company Stock, C1 A 0.25% 0.50%
0766 Prem Large Company Stock, C1 T 0.25% 0.75%
0330 Xxxx Xxxxxx Stock, C1 A 0.25% 0.50%
0730 Xxxx Xxxxxx Stock, C1 I 0.40% 0.40%
0731 Xxxx Xxxxxx Stock, C1 T 0.25% 0.75%
0258 Xxxx Xxxxxx Value, C1 A 0.25% 0.50%
6230 Xxxx Xxxxxx Value, C1 I 0.40% 0.40%
6231 Xxxx Xxxxxx Value, C1 T 0.25% 0.75%
0085 Prem New Leaders, C1 A 0.25% 0.50%
11
ADMINISTRATIVE AGGREGATE
FUND FUND NAME FEES FEES*
-----------------------------------------------------------------------------------------------------------------------
0272 Prem New Leaders, C1 I 0.40% 0.40%
0274 Prem New Leaders, C1 T 0.25% 0.75%
6016 Prem S&P STARS, C1 A 0.25% 0.50%
6019 Prem S&P STARS, C1 I 0.40% 0.40%
6020 Prem S&P STARS, C1 T 0.25% 0.75%
6021 Prem S&P STARS Opportunities, C1 A 0.25% 0.50%
6024 Prem S&P STARS Opportunities, C1 I 0.40% 0.40%
6025 Prem S&P STARS Opportunities, C1 T 0.25% 0.75%
0600 Prem Select Midcap Growth, C1 A 0.25% 0.50%
0661 Prem Select Midcap Growth, C1 I 0.40% 0.40%
0684 Prem Select Midcap Growth, C1 T 0.25% 0.75%
0439 Prem Small Cap Equity, C1 A 0.25% 0.50%
0442 Prem Small Cap Equity, C1 I 0.40% 0.40%
0443 Prem Small Cap Equity, C1 T 0.25% 0.75%
0148 Prem Small Cap Value, C1 A 0.25% 0.50%
0188 Prem Small Cap Value, C1 I 0.40% 0.40%
0198 Prem Small Cap Value, C1 T 0.25% 0.75%
0257 Prem Strategic Value, C1 A 0.25% 0.50%
0668 Prem Strategic Value, C1 I 0.40% 0.40%
0669 Prem Strategic Value, C1 T 0.25% 0.75%
0134 Prem Structured Large Cap Value, C1 A 0.25% 0.50%
0137 Prem Structured Large Cap Value, C1 I 0.40% 0.40%
0138 Prem Structured Large Cap Value, C1 T 0.25% 0.75%
0936 Prem Structured Midcap, C1 A 0.25% 0.50%
0939 Prem Structured Midcap, C1 I 0.40% 0.40%
0940 Prem Structured Midcap, C1 T 0.25% 0.75%
0149 Prem Tax Managed Growth, C1 A 0.25% 0.50%
6109 Prem Tax Managed Growth, C1 I 0.40% 0.40%
0199 Prem Tax Managed Growth, C1 T 0.25% 0.75%
0255 Prem Technology Growth, C1 A 0.25% 0.50%
0262 Prem Technology Growth, C1 I 0.40% 0.40%
0263 Prem Technology Growth, C1 T 0.25% 0.75%
0207 Prem Third Century, C1 A 0.25% 0.50%
0210 Prem Third Century, C1 I 0.40% 0.40%
0211 Prem Third Century, C1 T 0.25% 0.75%
0035 Prem Third Century, C1 Z 0.25% 0.25%
0070 Prem Worldwide Growth, C1 A 0.25% 0.50%
0768 Prem Worldwide Growth, C1 I 0.40% 0.40%
0778 Prem Worldwide Growth, C1 T 0.25% 0.75%
6209 Prem Diversified International, C1 A 0 0.25%
6211 Prem Diversified International, C1 I 0.40% 0.40%
6218 Prem Diversified International, C1 T 0 0.50%
6205 Prem Emerging Asia, C1 A 0 0.25%
6207 Prem Emerging Asia, C1 I 0.40% 0.40%
6208 Prem Emerging Asia, C1 T 0 0.50%
6159 Global Stock, C1 A 0.25% 0.50%
6161 Global Stock, C1 I 0.40% 0.40%
6162 Global Stock, C1 T 0.25% 0.75%
12
ADMINISTRATIVE AGGREGATE
FUND FUND NAME FEES FEES*
---------------------------------------------------------------------------------------------------------------------------------
6175 Prem Global Equity Income, C1 A 0.25% 0.50%
6177 Prem Global Equity Income, C1 I 0.40% 0.40%
6178 Prem Global Equity Income, C1 T 0.25% 0.75%
0091 Prem Health Care, C1 A 0.25% 0.50%
0331 Prem Health Care, C1 I 0.40% 0.40%
0341 Prem Health Care, C1 T 0.25% 0.75%
6155 International Stock, C1 A 0.25% 0.50%
6157 International Stock, C1 I 0.40% 0.40%
6158 International Stock, C1 T 0.25% 0.75%
6006 Prem Natural Resources, C1 A 0.25% 0.50%
6009 Prem Natural Resources, C1 I 0.40% 0.40%
6010 Prem Natural Resources, C1 T 0.25% 0.75%
6151 Systematic International Equity, C1 A 0 0.25%
6153 Systematic International Equity, C1 I 0.40% 0.40%
6154 Systematic International Equity, C1 T 0 0.50%
DREYFUS PREMIER FUNDS -- FIXED INCOME
6100 Prem GNMA, Inc., C1 A 0.25% 0.50%
0265 Prem GNMA, Inc., C1 Z 0.15% 0.35%
0115 Prem High Income, C1 A 0.25% 0.50%
0482 Prem High Income, C1 I 0.40% 0.40%
0082 Prem Intermediate Term Income, C1 A 0.25% 0.50%
0074 Prem Intermediate Term Income, C1 I 0.40% 0.40%
6091 Prem International Bond, C1 A 0.25% 0.50%
6094 Prem International Bond, C1 I 0.40% 0.40%
0029 Prem Limited Term High Yield, C1 A 0.25% 0.50%
0759 Prem Limited Term High Yield, C1 I 0.40% 0.40%
0345 Prem Limited Term Income, C1 A 0.25% 0.50%
0745 Prem Limited Term Income, C1 I 0.25% 0.25%
0083 Prem Short Term Income, C1 D 0.15% 0.35%
6148 Prem Strategic Income, C1 A 0.25% 0.50%
6150 Prem Strategic Income, C1 I 0.40% 0.40%
6066 Prem Total Return Advantage, C1 A 0.25% 0.50%
6069 Prem Total Return Advantage, C1 I 0.40% 0.40%
0056 Prem Yield Advantage, C1 D 0 0.25%
6134 Tax Managed Balanced 0.05% 0.30%
DREYFUS CASH MANAGEMENT FUNDS -- INSTITUTIONAL
0288 Cash Management, Inst Xx 0 0
0000 Xxxx Management Plus, Inst Xx 0 0
0000 Xxxxxxxxxx Xxxx Xxxx, Xxxx Xx 0 0
0227 Government Pr Cash Mgmt, Inst Xx 0 0
0000 Xxxxxxxx & Agency Cash Mgmt, Inst Xx 0 0
0000 Xxxxxxxx Prime Cash Mgmt, Inst Sh 0 0
DREYFUS CASH MANAGEMENT FUNDS -- ADMINISTRATIVE
0566 Cash Management, Admin. Sh 0 0.10%
0579 Cash Management Plus, Admin. Sh 0 0.10%
0567 Government Cash Mgmt, Admin. Sh 0 0.10%
0557 Government Pr Cash Mgmt, Admin. Sh 0 0.10%
0568 Treasury & Agency Cash Mgmt, Admin. Sh 0 0.10%
13
ADMINISTRATIVE AGGREGATE
FUND FUND NAME FEES FEES*
---------------------------------------------------------------------------------------------------------------------------------
0582 Treasury Prime Cash Mgmt, Admin. Sh 0 0.10%
DREYFUS CASH MANAGEMENT FUNDS -- INVESTOR
0670 Cash Management, Inv Sh 0 0.25%
0671 Cash Management Plus, Inv Sh 0 0.25%
0672 Government Cash Mgmt, Inv Sh 0 0.25%
0610 Government Pr Cash Mgmt, Inv Sh 0 0.25%
0673 Treasury & Agency Cash Mgmt, Inv Sh 0 0.25%
0674 Treasury Prime Cash Mgmt, Inv Sh 0 0.25%
DREYFUS CASH MANAGEMENT FUNDS -- PARTICIPANT
0596 Cash Management, Part. Sh 0 0.40%
0599 Cash Management Plus, Part. Sh 0 0.40%
0597 Government Cash Mgmt, Part. Sh 0 0.40%
0587 Government Pr Cash Mgmt, Part. Sh 0 0.40%
0598 Treasury & Agency Cash Mgmt, Part. Sh 0 0.40%
0592 Treasury Prime Cash Mgmt, Part. Sh 0 0.40%
DREYFUS CASH ADVANTAGE FUNDS
0099 Inst. Cash Advantage, Inst. Adv Xx 0 0
0000 Xxxx. Xxxx Advantage Plus, Inst. Adv Xx 0 0
0000 Xxxx. Xxxx Xxxxxxxxx, Admin. Adv Sh 0 0.07%
0139 Inst. Cash Advantage Plus, Admin. Adv Sh 0 0.07%
0100 Inst. Cash Advantage, Inv. Adv Sh 0 0.25%
0143 Inst. Cash Advantage Plus, Inv. Adv Sh 0 0.25%
0094 Inst. Cash Advantage, Part. Adv Sh 0 0.40%
0140 Inst. Cash Advantage Plus, Part. Adv Sh 0 0.40%
14
