RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 16th day of December, 2002, by and
among HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized
under the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and
on behalf of each separate account of the Company set forth in SCHEDULE A
hereto, as may be amended from time to time (each such account hereinafter
referred to as a "SEPARATE ACCOUNT"), Xxxx Xxxxx Value Trust, Inc.,
(hereinafter, collectively, the "FUND"), and Xxxx Xxxxx Xxxx Xxxxxx,
Incorporated, a Maryland 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 "1940
ACT") and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 ACT"); and
WHEREAS, the Company issues certain group variable annuity contracts and 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, Xxxx Xxxxx Funds Management, Inc. (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 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:
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ARTICLE I. Purchase and Redemption of Funds 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, 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
(the "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 the same Business Day it
places an order to purchase Portfolio shares in accordance with this section
using the NSCC's Fund/SERV System. Payment shall be in federal funds transmitted
by wire from the Company'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 Fund's 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 form 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:
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, 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 the same Business Day 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 calculated 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.
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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, 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 NCSA 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 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 Fund/SERV 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:
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, 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 net purchase/redemption 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 notice to the Company of any income,
dividends or capital gain distributions payable on the Fund's shares no later
than the ex-dividend date. 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
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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 6:30 p.m.
Eastern Time on such Business Day.
1.9 If the Underwriter or the Fund provides incorrect share net asset value (to
the extent that the incorrect share net asset value is more than one-half of one
percent of the correct 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 Company shall be entitled
to an adjustment with respect to the Fund shares purchased or redeemed to
reflect the correct information. In addition, the Underwriter and/or Fund shall
be liable for the systems and out of pocket costs to make all corrections to all
Contracts 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 out of pocket expenses and employee time incurred for correcting such
incorrect information.
1.10 If the Company provides incorrect processing information through no fault
of the Fund, the Underwriter or the Advisor, 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 will make every effort to maintain such
registration under the 1933 Act to the extent required by the 1933 Act; that the
Contracts are intended to be issued and sold in compliance in all material
respects with all applicable federal and state laws. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Separate Account prior to any issuance or sale of Contracts,
shares or other interests therein, as a segregated asset account under the
insurance laws of the State of Connecticut and has registered or, prior to any
issuance or sale of the Contracts, will register and will maintain the
registration of each Separate Account as a unit investment trust in accordance
with and to the extent required by the provisions of the 1940 Act, unless exempt
therefore, 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
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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, 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.
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 Maryland 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 minimum 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 any applicable state and
federal securities laws.
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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.
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 shall provide camera-ready film, computer
diskettes, e-mail transmissions or PDF files containing the Fund's prospectus
and statement of additional information, and such other assistance as is
reasonably necessary in order for the Company once each year (or more frequently
if the prospectus and/or statement of additional information for the Fund are
amended during the year) to have the prospectus for the Contracts (if
applicable) and the Fund's prospectus printed together in one document or
separately. The Company may elect to print 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. 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
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account for its own account, to the extent permitted by law.
Notwithstanding the foregoing, with respect to the Fund shares held by
unregistered Separate Accounts that issue 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. 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.
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
five 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 two Business days will be
deemed approval. Such approval process shall not apply to subsequent usage of
materials that are substantially similar to previously 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 any Separate Account is named, at least five calendar days
prior to its use. No such literature or material shall be used without prior
approval from the Company or its designee, however, the failure to object in
writing within two Business Days will be deemed approval. Such approval process
shall not apply to subsequent usage of materials that are substantially similar
to previously 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.
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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 and that all use of any designation
comprised in whole or part of such names or marks under this Agreement shall
inure to the benefit of the Fund and the Underwriter. Except as provided in
Section 4.1, the Company shall not use any such names or marks on its own behalf
or on behalf of a Separate Account in connection with marketing the Contracts
without prior written consent of the Fund or the Underwriter. Upon termination
of this Agreement for any reason, the Company shall cease all use of any such
names or marks.
4.9 The Fund and Underwriter agree and acknowledge that each has no right,
title or interest in the names and marks of the Company, and that all use of any
designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Company. Except as provided in
Section 4.3, the Fund 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 and Underwriter shall cease all use of any such names
or marks.
ARTICLE V. Fees and Expenses
5.1 The Underwriter and Fund shall pay the fees and expenses provided for in
the attached SCHEDULE B.
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ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the Underwriter
and each of their respective trustees, directors, officers, employees or agents
and each person, if any, who controls the Fund or the Underwriter within the
meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES"
for purposes of this Section 6.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the 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 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 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
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breach by the Company of this Agreement; except to the extent provided in
Sections 6.1(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such loss,
claim, damage, liability or litigation is due to the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty by the party seeking
indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will promptly
notify the Company of the commencement of any litigation or proceedings against
them in connection with the issuance or sale of 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 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 by
or on behalf of the Underwriter (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
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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.
(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 by
or on behalf of the Fund (other than statements or representations
contained in the registration statement,
11
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 6.3(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 Fund of the commencement of any litigation or proceedings
against them in connection with the issuance or sale of the Fund shares or the
Contracts or the operation of the Separate Accounts.
6.4. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article VI
("INDEMNIFYING PARTY" for the purpose of this Section 6.4) shall not be liable
under the indemnification provisions of this Article VI with respect to any
claim made against a party entitled to indemnification under this Article VI
("INDEMNIFIED PARTY" for the purpose of this Section 6.4) unless such
Indemnified Party shall have notified the Indemnifying Party in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such party shall have received notice of such
service on any designated agent), but failure to notify the Indemnifying Party
of any such claim shall not relieve the Indemnifying Party from any liability
which it may have to the Indemnified Party against whom such action is brought
otherwise than on account of the indemnification provision of this Article VI.
In case any such action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate, at its own expense, in the
defense thereof. The Indemnifying Party also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Indemnifying Party to the Indemnified Party of the
Indemnifying Party's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by the
Indemnified
12
Party, and the Indemnifying Party will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation, unless:
(i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests
between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
7.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
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 or the Underwriter 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 or the Underwriter 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 or the Fund's ability to perform its obligations
under this Agreement; or
13
(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 qualify and be unable
to cure such disqualification within the period permitted for such cure; or
(e) at the option of any party to this Agreement, upon another party's material
breach of any provision of this Agreement; provided that the party not in breach
shall give the party in breach notice of the breach and the party in breach does
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 of
financial condition since the date of this Agreement or is the subject of
material adverse publicity which is likely to have a material adverse impact
upon the business and operations of the Company; or
(g) at the option of the Fund or the Underwriter if the Fund or the Underwriter
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.
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.
14
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 desire 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 "EXHISTING 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) Fund and Underwriter shall remain obligated to pay Company the fee in
effect as of the date of termination for so long as shares are held by the
Contracts and Company continues to provide services to the Contracts. Such fee
shall apply to shares purchased both prior to and subsequent to the date of
termination. This Agreement, or any provision thereof, shall survive the
termination to the extent necessary for each party to perform its obligations
with respect to shares for which a fee continues to be due subsequent to such
termination.
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:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
15
If to the Fund:
Xxxx Xxxxx Institutional Funds
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Institutional Funds
If to the Underwriter:
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Institutional Funds
ARTICLE X Miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the Contracts and all
other information reasonably identified as such in writing by any other party
hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information without the express prior
written consent of the affected party until such time as it may come into the
public domain. In addition, the parties hereby represent that they will use and
disclose Personal Information (as defined below) only to carry out the purposes
for which it was disclosed to them and will not use or disclose Personal
information if prohibited by applicable law, including, without limitation,
statutes and regulations enacted pursuant to the Xxxxx-Xxxxx-Xxxxxx Act (Public
Law 106-102). "PERSONAL INFORMATION" means financial and medical information
that identifies an individual personally and is not available to the public,
including, but not limited to, credit history, income, financial benefits,
policy or claim information and medical records. If either party outsources
services to a third party, such third party will agree in writing to maintain
the security and confidentiality of any information shared with them.
10.2 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
10.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
10.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
16
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, NASDR and state insurance regulators) and shall permit each other and such
authorities (and the parties hereto) reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby. Notwithstanding the foregoing, each party
hereto further agrees to furnish the California Insurance Commissioner with any
information or reports in connection with services provided under this Agreement
which such Commissioner may request in order to ascertain whether the insurance
operations of the Company are being conducted in a manner consistent with the
California laws and regulations.
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to be maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the 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 XXXX XXXXX VALUE TRUST, INC.
By /s/ Xxxx Xxxxxxx By /s/ Xxxx X. Xxxxx
------------------------------ ------------------------------
Name: Xxxx Xxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: Vice President and Secretary
XXXX XXXXX XXXX XXXXXX, INCORPORATED.
By /s/ Xxxxxx X Xxxxxxxxxx
------------------------------
Name: Xxxxxx X Xxxxxxxxxx
Title: Senior Vice President
17
18
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, Eleven
PORTFOLIOS
Xxxx Xxxxx Value Trust (FI share class)
19
SCHEDULE B
In Consideration of the service provided by the Company, the Underwriter and the
Fund agree 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 within 30 days of the end of each calendar quarter.
SERVICE 12B-1 FEES
PORTFOLIO FEES FEES (PAID BY FUND) (PAID BY UNDERWRITER)
-----------------------------------------------------------------------------
Value Trust 15 25
20
[LOGO] XXXX XXXXX & CO., LLC
XXXX XXXXX 000 XXXXX XXXXXXXX XXXXX
XXXXXXXX, XX 00000
April 18, 2007
Xx. Xxxxx Xxxxxx
Hartford Life Insurance Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
We are writing to you regarding your request to add additional funds to your
Retail Fund Participation Agreement with Xxxx Xxxxx Investor Services, LLC.
We are pleased to offer you the attached First Amendment to your current
Retail
Fund Participation Agreement (dated December 16, 2002 for Xxxx Xxxxx Funds). The
Schedule B attached to the Amendment is inclusive of your current fund offering
as well as the additional funds you requested.
Please be advised that in conjunction with your new business request, we are
performing an administrative termination on the following old
Retail Fund
Participation Agreements and associated Schedules in their entirety:
Retail Fund Participation Agreement (for Western Asset Management Funds)
dated January 16, 2003 and
Retail Fund Participation Agreement (for Xxxx Xxxxx Partners Funds formerly
Salomon Brothers and Xxxxx Xxxxxx Funds) dated May 21, 2004
This administrative termination will be effective the same date as the new
amendment is signed.
Very truly yours,
Xxxx Xxxxx Investor Services, LLC
By: /s/ Xxxx Xxxxxx
-----------------------------------
Xxxx Xxxxxx
Managing Director
Harford Life Insurance Company
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
Date: 4/30/07
FIRST AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
This First Amendment to
Retail Fund Participation Agreement ("Amendment") is
entered into by and among XXXX XXXXX INVESTOR SERVICES, LLC, (the "Distributor")
HARTFORD LIFE INSURANCE COMPANY (the "Service Provider" or "You") and HARTFORD
SECURITIES DISTRIBUTION COMPANY, INC.,("HSD").
WHEREAS, the parties entered into a
Retail Fund Participation Agreement dated
December 16, 2002, (the "Agreement");
WHEREAS, the parties desire to amend the Agreement to add Hartford Securities
Distribution Company, Inc., as a party to the Agreement;
WHEREAS, the parties desire to amend the Agreement;
WHEREAS, the parties desire that Western Asset Management Company ("Western
Asset"), a wholly-owned subsidiary of Xxxx Xxxxx, Inc. and an affiliate of LMIS,
be added as a signatory to the Agreement only with respect to the compensation
provisions relating to the Western Asset family of mutual funds;
NOW, THEREFORE, in consideration of these premises and the terms and conditions
set forth herein, the parties agree as follows:
1. The Agreement is amended by the substitution of the funds listed in Schedule
B attached hereto. Your compensation for each fund substituted to the Agreement
by this Amendment will be as shown in Schedule B.
2. To the extent a fund imposes a redemption fee as provided in the applicable
prospectus and You choose to offer such fund, You agree to abide and comply with
the terms of the relevant prospectus and/or SAI in connection with the
collection of such redemption fee and the transmission in such fee to the Fund.
3. Western Asset Management Company is hereby added as a signatory to the
Agreement solely with respect to the payment of compensation to Service
Provider/Dealer relating to the Western Asset family of mutual funds.
4. AUTHORIZATION, SERVICES AND DUTIES.
(a) Your internal systems for processing and transmitting orders are suitably
designed to prevent orders received at or after the Close of Trading from being
aggregated with orders received before the Close of Trading.
(b) In making Shares available to your clients or customers, You agree to
comply with all Applicable Law, including the applicable law and regulation of
the jurisdictions in which You sell any Shares directly or indirectly.
5. CUSTOMER ORDERS
You agree to maintain records sufficient to identify the date and time of
receipt of all customer transactions and shall make such records available upon
request for examination by LMIS, or its designated representative, at the
request of the transfer agent or by appropriate governmental authorities. Under
no circumstances shall you change, alter or manipulate any customer transactions
received by you in good order.
1
6. MARKET TIMING
You have systems and procedures reasonably designed and implemented to identify
market timing. When market timing is identified by us or You. You will block the
accounts of identified market timers, either under your procedures or at our
request.
7. ANTI-MONEY LAUNDERING
You agree that: (a) it is your responsibility for having in place anti-money
laundering procedures which comply with Title III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA Patriot) Act of 2001, as amended and the rules
promulgated thereunder, and any related state, self-regulatory organization and
SEC anti-money laundering laws, rules and regulations and all local laws in
jurisdictions in which shares of the funds are distributed, (b) it is your sole
responsibility to take all reasonable steps to determine: (1) the true identity
of the client, (2) the source of a client's funds and (3) that the client is not
involved in money laundering activities, and (c) it is your sole responsibility
to comply with any other "know your customer" requirements in accordance with
applicable law. Unless otherwise agreed, it is your responsibility to implement
procedures necessary to monitor client transactions in order to detect attempted
or actual money laundering in accordance with applicable law. You further agree
that subject to Section 352 of Title III of the USA Patriot Act to promptly
provide us, upon our reasonable request, with documentation relating to your
anti-money laundering policies and analysis.
8. DISCLOSURE.
You agree that with respect to the compensation you receive you will make or
cause to be made disclosure of such payments in accordance with applicable law.
9. 12b-1 PLAN.
If Distributor's payments to You hereunder in whole or in part are financed by a
fund in accordance with a fund's plan of distribution adopted pursuant to Rule
12b-1 under the 1940 Act or authorized by a fund's Board to pay for
sub-accounting and/or sub-transfer agent related services outside of a Rule
12b-1 plan, then in the event of the termination, cancellation or modification
of such 12b-1 plan or sub-accounting and/or sub-transfer agent fee arrangement
by a fund's board or directors or trustees or shareholders, You agree upon
notification at the Distributor's option to waive its right to receive such
compensation hereunder until such time, if ever, as Distributor receives
payment.
10. SUITABILITY.
You agree that it is your responsibility to evaluate and determine that any
transaction in fund shares (including a transaction in a specific class of fund
shares) is a suitable transaction for each client based on client's objectives
and risk profile.
11. LIMITED ELIGIBILITY FOR CLASS A SHARES OF CERTAIN LMP FUNDS.
If any Xxxx Xxxxx Partners Fund issues Class FI shares, such Class FI shares may
be offered at your discretion through any retirement plan program ("Retirement
Program") sponsored by You under which You provide recordkeeping and related
administrative services on behalf of retirement plans with omnibus relationships
to such fund (excluding any program under which retirement plans purchase shares
through brokerage accounts). If Class FI shares of a Xxxx Xxxxx Partners Fund
are offered under any such Retirement Program at any time (the "Transition
Date"), the Class A shares of such fund shall no longer be offered under such
Retirement Program on or after the Transition Date. Notwithstanding the
foregoing, at your discretion, such Retirement Program may permit any existing
shareholders who purchased Class A shares prior to the Transition Date to remain
eligible to purchase additional Class A shares on or after the Transition Date.
2
12. TERMINATION, AMENDMENT AND ASSIGNMENT.
The Agreement, including all amendments thereto, may be terminated with respect
to any fund at any time, without the payment of any penalty, by vote of the
fund's Board, by vote of a majority of those members of such Board who are not
"interested persons" of that fund as defined in the 1940 Act, or by vote of a
majority of the outstanding voting securities of a fund on 60 days' written
notice to You and Distributor.
13. OTHER TERMS.
Other than the foregoing, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect and are ratified and confirmed in
all respects by the parties to this Amendment.
For the purpose of referring to this Agreement, the date of this Agreement shall
be the date of acceptance by Xxxx Xxxxx Investor Services, LLC.
XXXX XXXXX INVESTOR SERVICES, LLC HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx Xxxxx
-------------------------------- --------------------------------
Name: Xxxx Xxxxxx Name: Xxxxx Xxxxx
Title: Managing Director Title: Assistant Vice President
Date: 4/24/07 Date: 4/30/07
ACKNOWLEDGED AND AGREED TO:
WESTERN ASSET MANAGEMENT COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Manager of Legal and Corporate Title: Vice President
Affairs
Date: April 18, 2007 Date: April 27, 2007
3
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
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Eleven
PORTFOLIOS
See Schedule B
4
SCHEDULE B
XXXX XXXXX PARTNERS CLASS A -- FUNDS WITH A 55BPS ANNUAL COMPENSATION ON ASSETS
(INCLUDES 12b1)
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
Xxxx Xxxxx Partners Aggressive Growth Fund, Inc. A SHRAX 00000X000
Xxxx Xxxxx Partners Large Cap Growth Fund A SBLGX 00000X000
Xxxx Xxxxx Partners Small Cap Growth Fund A SBSGX 00000X000
Xxxx Xxxxx Partners Capital and Income Fund A SOPAX 00000X000
Xxxx Xxxxx Partners Classic Values Fund A SCLAX 00000X000
Xxxx Xxxxx Partners Convertible Fund A SCRAX 00000X000
Xxxx Xxxxx Partners Diversified Large Cap Growth Fund A CFLGX 00000X000
Xxxx Xxxxx Partners Dividend and Income Fund A SUTAX 00000X000
Xxxx Xxxxx Partners Dividend Strategy Fund A GROAX 00000X000
Xxxx Xxxxx Partners Emerging Markets Equity Fund A SBEGA 172960494
Xxxx Xxxxx Partners Equity Fund, Inc. A XXX XXX
Xxxx Xxxxx Partners Financial Services Fund A SBFAX 00000X000
Xxxx Xxxxx Partners Fundamental Value Fund A SHFVX 00000X000
Xxxx Xxxxx Partners Growth & Income Fund A GRIAX 00000X000
Xxxx Xxxxx Partners Health Sciences Fund A SBIAX 00000X000
Xxxx Xxxxx Partners International All Cap Growth Fund A SBIEX 00000X000
Xxxx Xxxxx Partners International Fund A CSQAX 00000X000
Xxxx Xxxxx Partners Global Equity Fund A CFIPX 00000X000
Xxxx Xxxxx Partners Large Cap Value Fund A SBCIX 00000X000
Xxxx Xxxxx Partners Lifestyle Balanced Fund A SBBAX 00000X000
Xxxx Xxxxx Partners Lifestyle Growth Fund A SCGRX 00000X000
Xxxx Xxxxx Partners Lifestyle High Growth Fund A SCHAX 00000X000
Xxxx Xxxxx Partners Mid Cap Core Fund A SBMAX 00000X000
Xxxx Xxxxx Partners Multiple Discipline Funds All Cap and
International A SBJAX 00000X000
Xxxx Xxxxx Partners Multiple Discipline Funds All Cap Growth
and Value A SPAAX 00000X000
Xxxx Xxxxx Partners Multiple Discipline Funds Balanced All
Cap Growth and Value A SDFAX 00000X000
Xxxx Xxxxx Partners Multiple Discipline Funds Global All Cap
Growth and Value A SPGAX 00000X000
Xxxx Xxxxx Partners Multiple Discipline Funds Large Cap
Growth and Value A SPSAX 00000X000
Xxxx Xxxxx Partners Small Cap Core Fund A SBDSX 00000X000
Xxxx Xxxxx Partners Small Cap Growth Opportunities Fund A CFSGX 00000X000
Xxxx Xxxxx Partners Small Cap Value Fund A SBVAX 00000X000
Xxxx Xxxxx Partners Social Awareness Fund A SSIAX 00000X000
Xxxx Xxxxx Partners Technology Fund A SBTAX 00000X000
Xxxx Xxxxx Partners Balanced Fund A STRAX 00000X000
Xxxx Xxxxx Partners Capital Fund A SCCAX 524694106
Xxxx Xxxxx Partners Investors Value Fund A SINAX 00000X000
Xxxx Xxxxx Partners Mid Cap Fund A SMDAX 00000X000
Xxxx Xxxxx Partners Small Cap Growth Fund A SASMAX 00000X000
Xxxx Xxxxx Partners Core Plus Bond Fund A SHMGX 00000X000
Xxxx Xxxxx Partners Diversified Strategic Income Fund A SDSAX 00000X000
Xxxx Xxxxx Partners Government Securities Fund A SGVAX 00000X000
5
XXXX XXXXX PARTNERS CLASS A -- FUNDS WITH A 55BPS ANNUAL COMPENSATION ON ASSETS
(INCLUDES 12b1)
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
Xxxx Xxxxx Partners High Income Fund A SHIAX 00000X000
Xxxx Xxxxx Partners Investment Grade Bond Fund A SIGAX 00000X000
Xxxx Xxxxx Partners Lifestyle Conservative Fund A SBCPX 00000X000
Xxxx Xxxxx Partners Lifestyle Income Fund A SCAAX 00000X000
Xxxx Xxxxx Partners Core Bond Fund A TRBAX 00000X000
Xxxx Xxxxx Partners U.S. Government Securities Fund A SBCGX 00000X000
Xxxx Xxxxx Partners Global High Yield Bond Fund A SAHYX 00000X000
Xxxx Xxxxx Partners Strategic Bond Fund A SSTAX 00000X000
Xxxx Xxxxx Partners California Tax Free Bond Fund A CCAIX 00000X000
Xxxx Xxxxx Partners National Tax Free Bond Fund A CFNIX 00000X000
Xxxx Xxxxx Partners New York Tax Free Bond Fund A CFTNX 00000X000
Xxxx Xxxxx Partners Adjustable Rate Income Fund A ARNZX 00000X000
Xxxx Xxxxx Partners Inflation Management Fund A SBGLX 00000X000
Xxxx Xxxxx Partners Short-Term Investment Grade Bond Fund A SBSTX 00000X000
Xxxx Xxxxx Partners Short/Intermediate U.S. Government Fund A SUSAX 00000X000
XXXX XXXXX PARTNERS CLASS FI -- FUNDS WITH 50BPS ANNUAL COMPENSATION ON ASSETS
(INCLUDES 12b1)
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
Xxxx Xxxxx Partners Aggressive Growth Fund, Inc. FI LMPFX 00000X000
Xxxx Xxxxx Partners Appreciation Fund, Inc. FI LMPIX 00000X000
Xxxx Xxxxx Partners Large Cap Growth Fund FI LMPGX 00000X000
Xxxx Xxxxx Partners Small Cap Growth Fund FI LMPSX 00000X000
XXXX XXXXX PARTNERS INSTITUTIONAL CLASS I -- FUNDS WITH NO ANNUAL COMPENSATION
ON ASSETS
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
Xxxx Xxxxx Partners Adjustable Rate Income Fund I SBAYX 00000X000
Xxxx Xxxxx Partners Aggressive Growth Fund I SAGYX 00000X000
Xxxx Xxxxx Partners Appreciation Fund I SAPYX 00000X000
Xxxx Xxxxx Partners Capital and Income Fund I SOPYX 00000X000
Xxxx Xxxxx Partners Classic Values Fund I -- 00000X000
Xxxx Xxxxx Partners Convertible Fund I SCVYX 00000X000
Xxxx Xxxxx Partners Core Plus Bond Fund I SMGYX 00000X000
Xxxx Xxxxx Partners Diversified Large Cap Growth Fund I -- 00000X000
Xxxx Xxxxx Partners Diversified Strategic Income Fund I SDSYX 00000X000
Xxxx Xxxxx Partners Dividend and Income Fund I SBBFY 00000X000
Xxxx Xxxxx Partners Dividend Strategy Fund I -- 00000X000
Xxxx Xxxxx Partners Emerging Markets Equity Fund I SBEYX 172960460
Xxxx Xxxxx Partners Equity Fund I XXX XXX
Xxxx Xxxxx Partners Financial Services Fund I -- 00000X000
Xxxx Xxxxx Partners Fundamental Value Fund I SFVYX 00000X000
Xxxx Xxxxx Partners Government Securities Fund I SGSYX 00000X000
Xxxx Xxxxx Partners Growth & Income Fund I SBGIY 00000X000
Xxxx Xxxxx Partners Health Sciences Fund I -- 00000X000
Xxxx Xxxxx Partners High Income Fund I SHIYX 00000X000
Xxxx Xxxxx Partners Inflation Management Fund I SBGYX 00000X000
Xxxx Xxxxx Partners International All Cap Growth Fund I SBIYX 00000X000
Xxxx Xxxxx Partners International Fund I -- 00000X000
6
XXXX XXXXX PARTNERS INSTITUTIONAL CLASS I -- FUNDS WITH NO ANNUAL COMPENSATION
ON ASSETS
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
Xxxx Xxxxx Partners Global Equity Fund I SMYIX 00000X000
Xxxx Xxxxx Partners Investment Grade Bond Fund I SIGYX 00000X000
Xxxx Xxxxx Partners Large Cap Growth Fund I SBLYX 00000X000
Xxxx Xxxxx Partners Large Cap Value Fund I SBCYX 00000X000
Xxxx Xxxxx Partners Lifestyle Balanced Fund I -- 00000X000
Xxxx Xxxxx Partners Lifestyle Conservative Fund I -- 00000X000
Xxxx Xxxxx Partners Lifestyle Growth Fund I -- 00000X000
Xxxx Xxxxx Partners Lifestyle High Growth Fund I -- 00000X000
Xxxx Xxxxx Partners Lifestyle Income Fund I -- 00000X000
Xxxx Xxxxx Partners Mid Cap Core Fund I SMBYX 00000X000
Xxxx Xxxxx Partners Multiple Discipline Funds All Cap and
International I SBQYX 00000X000
Xxxx Xxxxx Partners Multiple Discipline Funds Balanced All
Cap Growth and Value I -- 00000X000
Xxxx Xxxxx Partners Multiple Discipline Funds Global All Cap
Growth and Value I -- 00000X000
Xxxx Xxxxx Partners Multiple Discipline Funds Large Cap
Growth and Value I -- 00000X000
Xxxx Xxxxx Partners Municipal High Income Fund I -- 00000X000
Xxxx Xxxxx Partners Short-Term Investment Grade Bond Fund I SBSYX 00000X000
Xxxx Xxxxx Partners Small Cap Core Fund I SBDYX 00000X000
Xxxx Xxxxx Partners Small Cap Growth Fund I SBZYX 00000X000
Xxxx Xxxxx Partners Small Cap Growth Opportunities Fund I SGOYX 00000X000
Xxxx Xxxxx Partners Small Cap Value Fund I SMCYX 00000X000
Xxxx Xxxxx Partners Social Awareness Fund I -- 00000X000
Xxxx Xxxxx Partners Technology Fund I -- 00000X000
Xxxx Xxxxx Partners Core Bond Fund I -- 00000X000
Xxxx Xxxxx Partners U.S. Government Securities Fund I SBUYX 00000X000
Xxxx Xxxxx Partners Capital Fund I SACYX 524694502
Xxxx Xxxxx Partners Global High Yield Bond Fund I SHGYX 00000X000
Xxxx Xxxxx Partners Investors Value Fund I SIVYX 00000X000
Xxxx Xxxxx Partners Small Cap Growth Fund I SBPYX 00000X000
Xxxx Xxxxx Partners Strategic Bond Fund I SASYX 00000X000
RETIREMENT CLASS FUNDS -- XXXX XXXXX PARTNERS CLASS R -- FUNDS WITH 75BPS ANNUAL
COMPENSATION ON ASSETS (INCLUDES 12b1)
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
Xxxx Xxxxx Partners Aggressive Growth Fund, Inc. R LMPRX 00000X000
Xxxx Xxxxx Partners Appreciation Fund, Inc. R LMPPX 00000X000
Xxxx Xxxxx Partners Core Plus Bond Fund R LMPCX 00000X000
Xxxx Xxxxx Partners Large Cap Growth Fund R LMPLX 00000X000
Xxxx Partners Core Bond Fund R LMPTX 00000X000
Xxxx Xxxxx Partners Small Cap Growth Fund R LMPOX 00000X000
XXXX XXXXX PARTNERS CLASS O -- FUNDS WITH NO ANNUAL COMPENSATION ON ASSETS
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
+Xxxx Xxxxx Partners Equity Fund O SABRX 524695103
7
XXXX XXXXX CLASS FI -- FUNDS WITH 40BPS ANNUAL COMPENSATION ON ASSETS (INCLUDES
12b1)
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
Xxxx Xxxxx Value Trust FI LMVFX 524.659.307
Xxxx Xxxxx Special Investment Trust FI LGASX 524.904.307
@ Xxxx Xxxxx Xxxx Ldg Cos. Trust FI LGALX 524.65Q.861
Xxxx Xxxxx Opportunity Trust FI LMOFX 524.67D.108
Xxxx Xxxxx Growth Trust FI LMGFX 524.65Y.302
Xxxx Xxxxx Balanced Trust FI LMBFX 524.65Q.879
XXXX XXXXX CLASS I -- FUNDS WITH NO ANNUAL COMPENSATION ON ASSETS
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
Xxxx Xxxxx Value Trust I LMNVX 524.659.208
Xxxx Xxxxx Special Investment Trust I LMNSX 524.904.208
Xxxx Xxxxx Xxxx Ldg Cos. Trust I LGAMX 524.65Q.200
Xxxx Xxxxx Opportunity Trust I LMNOX 524.65G.202
Xxxx Xxxxx Growth Trust I LMGNX 524.65Y.203
Xxxx Xxxxx U.S. Small-Cap Value Trust I LUSIX 524.65Q.606
Xxxx Xxxxx Classic Valuation Fund I LMCIX 524.65K.401
Xxxx Xxxxx Europe Fund I -- 524.65U.888
Xxxx Xxxxx U.S. Government Intermediate Portfolio I LMNGX 524.905.502
Xxxx Xxxxx Limited Duration Bond Portfolio I LMNGX 524.905.502
Xxxx Xxxxx Investment Grade Income Portfolio I -- 524.905.601
@ Xxxx Xxxxx Global Income Trust I -- --
@ Xxxx Xxxxx Maryland Tax-Free Income Trust I -- --
RETIREMENT CLASS FUNDS -- XXXX XXXXX CLASS R -- FUNDS WITH 65BPS ANNUAL
COMPENSATION ON ASSETS (INCLUDES 12b1)
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
Xxxx Xxxxx Value Trust R LMVRX 524659406
Xxxx Xxxxx Special Investment Trust R LMARX 524604406
Xxxx Xxxxx Opportunity Trust R LMORX 00000X000
Xxxx Xxxxx Growth Trust R LMGRX 00000X000
WESTERN ASSET CLASS FI -- FUNDS WITH 30BPS ANNUAL COMPENSATION ON ASSETS
(INCLUDES 12b1)
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
@ WA Limited Duration Bond Portfolio FI -- 957.663.800
@ WA Intermediate Bond Portfolio FI WAIFX 957.663.800
@ WA Intermediate Plus Bond Portfolio FI -- 957.663.818
WA Core Bond Portfolio FI WAPIX 957.663.404
WA Core Plus Bond Portfolio FI WACIX 957.663.602
@ WA Inflation Indexed Plus Bond Portfolio FI WATPX 957.663.875
@ WA High Yield Portfolio FI -- 957.663.834
@ WA Non -- U.S. Opportunity Bond Portfolio FI -- 957.663.859
8
WESTERN ASSET CLASS FI -- FUNDS WITH 30BPS ANNUAL COMPENSATION ON ASSETS
(INCLUDES 12b1)
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
@ WA U.S. Govt Money Market Portfolio FI -- 957.663.743
@ WA Money Market Portfolio FI -- 957.663.768
@ WA Global Strategic Income Portfolio FI -- 957.663.727
@ WA Enhanced Equity Portfolio FI -- 957.663.784
WA Non -- U.S. Fixed Income Portfolio FI -- --
WA Absolute Return Fund FI Pending 957.663.693
WESTERN ASSET CLASS I -- FUNDS WITH NO ANNUAL COMPENSATION ON ASSETS
FUND NAME CLASS TICKER CUSIP
----------------------------------------------------------------------------------------------------
WA Limited Duration Bond Portfolio I WALDX 957.663.107
WA Intermediate Bond Portfolio I WATIX 957.663.701
WA Intermediate Plus Bond Portfolio I WAIPX 957.663.826
WA Core Bond Portfolio I WATFX 957.663.305
WA Core Plus Bond Portfolio I WACPX 957.663.503
WA Inflation Indexed Plus Bond Portfolio I WAILX 957.663.883
WA High Yield Portfolio I WAHYX 957.663.842
WA Non -- U.S. Opportunity Bond Portfolio I WAFIX 957.663.867
@ WA U.S. Govt Money Market Portfolio I -- 957.663.750
@ WA Money Market Portfolio I -- 957.663.776
@ WA Global Strategic Income Portfolio I -- 957.663.735
@ WA Enhanced Equity Portfolio I -- 957.663.792
WA Non -- U.S. Fixed Income Portfolio I WACPX 502.087.706
WA Absolute Return Fund I WAARX 957.663.719
------------
+ Only available to existing shareholders
@ Not funded
9
SECOND AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
This Second Amendment to Retail Fund Participation Agreement ("AMENDMENT") is
entered into by and among XXXX XXXXX INVESTOR SERVICES, LLC, (the
"DISTRIBUTOR"), HARTFORD LIFE INSURANCE COMPANY (the "SERVICE PROVIDER" or
"YOU") and HARTFORD SECURITIES DISTRIBUTION COMPANY, INC. ("HSD"), collectively
the "Parties".
WHEREAS, the Parties entered into a Retail Fund Participation Agreement dated
December 16, 2002, as first amended April 24, 2007 (the "AGREEMENT").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement;
WHEREAS, the Parties desire to amend the Agreement;
WHEREAS, the parties desire that Western Asset Management Company ("WESTERN
ASSET"), a wholly-owned subsidiary of Xxxx Xxxxx, Inc. and an affiliate of
Distributor, be added as a signatory to the Agreement only with respect to the
compensation provisions relating to the Western Asset family of mutual funds;
NOW, THEREFORE, in consideration of these premises and the terms and conditions
set forth herein, the parties agree as follows:
1. Schedule B of this Amendment, attached hereto, supersedes and replaces in
its entirety the Schedule B of the Agreement. Your compensation for each fund
covered by the Agreement will be as shown in Schedule B of this Amendment.
2. The following is added to Section 8.1 of the Agreement as a new sub-section
(h):
(h) This Agreement will be automatically renewed for successive one year
periods, unless a party otherwise terminates the Agreement pursuant to this
section.
3. The following is added to Section 8.4 of the Agreement as a new sub-section
(c):
(c) In the event of the insolvency or liquidation of Hartford, fees, to the
extent due and payable under the Contract, shall continue to be payable
directly to Hartford or its liquidator, receiver, conservator or statutory
successor, without diminution and reasonable provision for verification by
Hartford or its liquidator, receiver, conservator or statutory successor.
4. Western Asset Management Company is hereby added as a signatory to the
Agreement solely with respect to the payment of compensation to Service Provider
relating to the Western Asset family of mutual funds.
Page 1 of 9
5. REPRESENTATION.
With respect to any and all transactions in Class C or R Shares of the Funds
pursuant to this Amendment, it is understood and agreed in each case that unless
otherwise agreed to by us in writing:
(i) You are a broker-dealer and you are legally permitted to receive all
compensation contemplated by this Agreement and, if acting as a
fiduciary, the receipt of such compensation is consistent with your
fiduciary obligations
(ii) If you are not a broker-dealer registered under the 1934 Act, you
are (a) not in violation of any banking law, rule or regulations as
to which you are subject and that the transactions contemplated by
this Agreement will not result in any violations of any banking law,
rule or regulation, and (b) exempt from registration under the 1934
Act as a broker-dealer and will continue to be exempt from
registration as long as this Agreement is in effect. You agree to
notify us immediately in the event that you are no longer exempt
from registration under the 1934 Act as broker-dealer. We shall have
the right to terminate this Agreement immediately upon receipt of
such notice.
6. COMPLIANCE RULE 38A-1.
You agree to provide us with any assistance or report that we reasonably request
in order to fulfill our duties to assist the Funds with compliance with Rule
38a-1 under the 1940 Act, in our capacity as principal underwriter to each Fund.
7. Notices.
Section 9.1 (a) is modified, in part, as follows:
You: c/o Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxx Xxxxx
Vice President, Retirement Plans Group
Phone: 000-000-0000
Fax: 000-000-0000
Distributor: c/o Legg Xxxxx
000 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
Page 2 of 9
8. OTHER TERMS.
Other than the foregoing, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect and are ratified and confirmed in
all respects by the parties to this Amendment.
For the purpose of referring to this Amendment, the date of this Amendment shall
be the date of acceptance by Xxxx Xxxxx Investor Services. LLC.
XXXX XXXXX INVESTOR SERVICES, LLC HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx Xxx
------------------------------ ------------------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxxx Xxx
Title: Managing Director Title: Senior Vice President
Date: [ILLEGIBLE] Date: 1/12/2009
ACKNOWLEDGED AND AGREED TO:
WESTERN ASSET MANAGEMENT COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx Xxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxx Name: Xxxxx Xxx
Title: Manager, Regulatory Affairs Title: Senior Vice President
Date: 2/9/09 Date: 1/12/2009
Page 3 of 9
SCHEDULE B
XXXX XXXXX PARTNERS CLASS A -- FUNDS WITH ANNUAL COMPENSATION ON ASSETS
COMPRISED OF 12b-1 (WHICH IS CURRENTLY 25 BPS) AND SERVICING FEES OF 30BPS. THE
SERVICING FEES MAY BE COMPRISED OF FUND PAYMENTS, REVENUE SHARE OR A COMBINATION
OF THE TWO (CURRENTLY 15BPS SUB TA AND 15BPS REVENUE SHARE).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
-- @WA Emerging Markets Debt Portfolio A LWEAX 52469L94
Xxxx Xxxxx Partners 130/30 U.S. Large
Cap Equity Fund A LMUAX 00000X000
Xxxx Xxxxx Partners Adjustable Rate
Income Fund A ARMZX 00000X000
Xxxx Xxxxx Partners Aggressive Growth
Fund A SHRAX 00000X000
*Xxxx Xxxxx Partners All Cap Fund A SPAAX 00000X000
Xxxx Xxxxx Partners Appreciation Fund A SHAPX 00000X000
Xxxx Xxxxx Partners Capital and Income
Fund A SOPAX 00000X000
Xxxx Xxxxx Partners Capital Fund A SCCAX 524694106
Xxxx Xxxxx Partners Convertible Fund A SCRAX 00000X000
Xxxx Xxxxx Partners Core Bond Fund A TRBAX 00000X000
Xxxx Xxxxx Partners Core Plus Bond Fund A SHMGX 00000X000
Xxxx Xxxxx Partners Corporate Bond Fund A SIGAX 00000X000
Xxxx Xxxxx Partners Diversified Large
Cap Growth Fund A CFLGX 00000X000
Xxxx Xxxxx Partners Dividend Strategy
Fund A GROAX 00000X000
Xxxx Xxxxx Partners Emerging Markets
Equity Fund A SMKAX 00000X000
Xxxx Xxxxx Partners Equity Fund, Inc A LMQAX 524695202
Xxxx Xxxxx Partners Equity Income
Builder Fund A LMOAX 00000X000
Xxxx Xxxxx Partners Financial Services
Fund A SBFAX 00000X000
Xxxx Xxxxx Partners Fundamental Value
Fund A SHFVX 00000X000
Xxxx Xxxxx Partners Global Equity Fund A CFIPX 00000X000
Xxxx Xxxxx Partners Global High Yield
Bond Fund A SAHYX 00000X000
Xxxx Xxxxx Partners Global Inflation
Management Fund A SBGLX 00000X000
Xxxx Xxxxx Partners Government
Securities Fund A SGVAX 00000X000
Xxxx Xxxxx Partners High Income Fund A SHIAX 00000X000
Xxxx Xxxxx Partners International All
Cap Opportunity Fund A SBIEX 00000X000
Xxxx Xxxxx Partners Investors Value Fund A SINAX 00000X000
Xxxx Xxxxx Partners Large Cap Growth
Fund A SBLGX 00000X000
Xxxx Xxxxx Partners Mid Cap Core Fund A SBMAX 00000X000
Xxxx Xxxxx Partners Short-Term Bond Fund A SBSTX 00000X000
Xxxx Xxxxx Partners Small Cap Growth
Fund A SASMX 00000X000
Xxxx Xxxxx Partners Small Cap Value Fund A SBVAX 00000X000
Xxxx Xxxxx Partners Social Awareness
Fund A SSIAX 00000X000
Xxxx Xxxxx Partners Strategic Income
Fund A SDSAX 00000X000
Xxxx Xxxxx Partners U.S. Large Cap
Equity Fund A LMUPX 00000X000
Page 4 of 9
XXXX XXXXX PARTNERS CLASS A -- FUNDS WITH ANNUAL COMPENSATION ON ASSETS
COMPRISED OF 12b-1 (WHICH IS CURRENTLY 25 BPS) AND SERVICING FEES OF 25BPS. THE
SERVICING FEES MAY BE COMPRISED OF FUND PAYMENTS, REVENUE SHARE OR A COMBINATION
OF THE TWO (CURRENTLY 15BPS SUB TA AND 10BPS REVENUE SHARE).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
Xxxx Xxxxx Partners Target Retirement
Fund A LMPAX 00000X000
Xxxx Xxxxx Partners Target Retirement
2050 Fund A LMJAX 00000X000
Xxxx Xxxxx Partners Target Retirement
2045 Fund A LMKAX 00000X000
Xxxx Xxxxx Partners Target Retirement
2040 Fund A LMYAX 00000X000
Xxxx Xxxxx Partners Target Retirement
2035 Fund A LMNAX 00000X000
Xxxx Xxxxx Partners Target Retirement
2030 Fund A LMVAX 00000X000
Xxxx Xxxxx Partners Target Retirement
2025 Fund A LMXAX 00000X000
Xxxx Xxxxx Partners Target Retirement
2020 Fund A LMWAX 00000X000
Xxxx Xxxxx Partners Target Retirement
2015 Fund A LMFAX 00000X000
XXXX XXXXX PARTNERS CLASS FI -- FUNDS WITH ANNUAL COMPENSATION ON ASSETS
COMPRISED OF 12b-1 (WHICH IS CURRENTLY 25 BPS) AND SERVICING FEES OF 25BPS. THE
SERVICING FEES MAY BE COMPRISED OF FUND PAYMENTS, REVENUE SHARE OR A COMBINATION
OF THE TWO (CURRENTLY 15BPS SUB TA AND 10BPS REVENUE SHARE).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
Xxxx Xxxxx Partners 130/30 U.S. Large
Cap Equity Fund FI LMUFX 00000X000
Xxxx Xxxxx Partners Aggressive Growth
Fund, Inc FI LMPFX 00000X000
Xxxx Xxxxx Partners Appreciation Fund,
Inc Fl LMPIX 00000X000
@ Xxxx Xxxxx Partners Emerging Markets
Equity Fund FI XXX XXX
Xxxx Xxxxx Partners Equity Income
Builder Fund FI LMFOX 00000X000
Xxxx Xxxxx Partners Large Cap Growth
Fund FI LMPGX 00000X000
Xxxx Xxxxx Partners Small Cap Growth
Fund FI LMPSX 00000X000
Xxxx Xxxxx Partners U.S. Large Cap
Equity Fund FI LMUSX 00000X000
Xxxx Xxxxx Partners Target Retirement
Fund FI LMRPX 00000X000
Xxxx Xxxxx Partners Target Retirement
2050 Fund FI LMJFX 00000X000
Xxxx Xxxxx Partners Target Retirement
2045 Fund FI LMKFX 00000X000
Xxxx Xxxxx Partners Target Retirement
2040 Fund FI LMYFX 00000X000
Xxxx Xxxxx Partners Target Retirement
2035 Fund FI LMEFX 00000X000
Xxxx Xxxxx Partners Target Retirement
2030 Fund FI LMQFX 00000X000
Xxxx Xxxxx Partners Target Retirement
2025 Fund FI LMXFX 00000X000
Xxxx Xxxxx Partners Target Retirement
2020 Fund FI LMWFX 00000X000
Xxxx Xxxxx Partners Target Retirement
2015 Fund FI LMMFX 00000X000
Page 5 of 9
XXXX XXXXX PARTNERS INSTITUTIONAL CLASS I -- FUNDS WITH ANNUAL COMPENSATION ON
ASSETS COMPRISED OF SERVICING FEES OF 10BPS. THE SERVICING FEES MAY BE COMPRISED
OF FUND PAYMENTS, REVENUE SHARE OR A COMBINATION OF THE TWO (CURRENTLY 10BPS SUB
TA).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
-- Western Asset Global High Yield Bond
Portfolio I SIHYX 00000X000
-- Western Asset Emerging Markets Debt
Portfolio I SEMDX 00000X000
Xxxx Xxxxx Partners Adjustable Rate
Income Fund I SBAYX 00000X000
Xxxx Xxxxx Partners 130/30 U.S. Large
Cap Equity Fund I LMUIX 00000X000
Xxxx Xxxxx Partners Aggressive Growth
Fund I SAGYX 00000X000
Xxxx Xxxxx Partners All Cap Fund I LACIX 00000X000
Xxxx Xxxxx Partners Appreciation Fund I SAPYX 00000X000
Xxxx Xxxxx Partners Capital and Income
Fund I SOPYX 00000X000
Xxxx Xxxxx Partners Capital Fund I SACPX 524694403
Xxxx Xxxxx Partners Convertible Fund I SCVYX 00000X000
+Xxxx Xxxxx Partners Core Plus Bond Fund I SMGYX 00000X000
Xxxx Xxxxx Partners Corporate Bond Fund I SIGYX 00000X000
Xxxx Xxxxx Partners Diversified Large
Cap Growth Fund I LADIX 00000X000
Xxxx Xxxxx Partners Dividend Strategy
Fund I LMBIX 00000X000
Xxxx Xxxxx Partners Emerging Markets
Equity Fund I SBEYX 00000X000
Xxxx Xxxxx Partners Equity Fund I LMQIX 524695509
Xxxx Xxxxx Partners Equity Income
Builder Fund I LMIOX 00000X000
Xxxx Xxxxx Partners Financial Services
Fund I TBD 00000X000
Xxxx Xxxxx Partners Fundamental Value
Fund I SFVYX 00000X000
Xxxx Xxxxx Partners Global Equity Fund I SMYIX 00000X000
+Xxxx Xxxxx Partners Global High Yield
Bond Fund I SHYOX 00000X000
Xxxx Xxxxx Partners Government
Securities Fund I SGSYX 00000X000
+Xxxx Xxxxx Partners High Income Fund I SHIYX 00000X000
Xxxx Xxxxx Partners International All
Cap Opportunity Fund I SBIYX 00000X000
Xxxx Xxxxx Partners Investors Value Fund I SAIFX 00000X000
Xxxx Xxxxx Partners Large Cap Growth
Fund I SBLYX 00000X000
Xxxx Xxxxx Partners Mid Cap Core Fund I SMBYX 00000X000
+Xxxx Xxxxx Partners Short-Term Bond
Fund I SBSYX 00000X000
Xxxx Xxxxx Partners Small Cap Growth
Fund I SBPYX 00000X000
Xxxx Xxxxx Partners Small Cap Value Fund I SMCYX 00000X000
Xxxx Xxxxx Partners Social Awareness
Fund I LMRNX 00000X000
Xxxx Xxxxx Partners Strategic Income
Fund I SDSYX 00000X000
Xxxx Xxxxx Partners U.S. Large Cap
Equity Fund I LMTIX 00000X000
Page 6 of 9
XXXX XXXXX PARTNERS INSTITUTIONAL CLASS I -- FUNDS WITH ANNUAL COMPENSATION ON
ASSETS COMPRISED OF SERVICING FEES OF 10BPS. THE SERVICING FEES MAY BE COMPRISED
OF FUND PAYMENTS, REVENUE SHARE OR A COMBINATION OF THE TWO (CURRENTLY 10BPS SUB
TA).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
Xxxx Xxxxx Partners Target Retirement Fund I LMIMX 00000X000
Xxxx Xxxxx Partners Target Retirement 2050
Fund I LMJIX 00000X000
Xxxx Xxxxx Partners Target Retirement 2045
Fund I LMKIX 00000X000
Xxxx Xxxxx Partners Target Retirement 2040
Fund I LMNRX 00000X000
Xxxx Xxxxx Partners Target Retirement 2035
Fund I LMNIX 00000X000
Xxxx Xxxxx Partners Target Retirement 2030
Fund I LMVIX 00000X000
Xxxx Xxxxx Partners Target Retirement 2025
Fund I LMXIX 00000X000
Xxxx Xxxxx Partners Target Retirement 2020
Fund I LMWIX 00000X000
Xxxx Xxxxx Partners Target Retirement 2015
Fund I LMFIX 00000X000
XXXX XXXXX PARTNERS CLASS R -- FUNDS WITH ANNUAL COMPENSATION ON ASSETS
COMPRISED OF 12b-1 (WHICH IS CURRENTLY 50 BPS) AND SERVICING FEES OF 25BPS. THE
SERVICING FEES MAY BE COMPRISED OF FUND PAYMENTS, REVENUE SHARE OR A COMBINATION
OF THE TWO (CURRENTLY 15BPS SUB TA AND 10BPS REVENUE SHARE).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
Xxxx Xxxxx Partners 130/30 U.S. Large Cap
Equity Fund R LMURX 00000X000
Xxxx Xxxxx Partners Aggressive Growth
Fund, Inc R LMPRX 00000X000
Xxxx Xxxxx Partners Appreciation Fund, Inc R LMPPX 00000X000
Xxxx Xxxxx Partners Capital & Income Fund R LMMRX 00000X000
Xxxx Xxxxx Partners Core Bond Fund R LMPTX 00000X000
Xxxx Xxxxx Partners Core Plus Bond Fund R LMPCX 00000X000
@ Xxxx Xxxxx Partners Emerging Markets
Equity Fund R XXX XXX
Xxxx Xxxxx Partners Equity Income Builder
Fund R LMROX 00000X000
Xxxx Xxxxx Partners Large Cap Growth Fund R LMPLX 00000X000
Xxxx Xxxxx Partners Mid Cap Core Fund R LMREX 00000X000
Xxxx Xxxxx Partners Small Cap Growth Fund R LMPOX 00000X000
Xxxx Xxxxx Partners U.S. Large Cap Equity
Fund R LMUOX 00000X000
Xxxx Xxxxx Partners Target Retirement Fund R LMERX 00000X000
Xxxx Xxxxx Partners Target Retirement 2050
Fund R LMJRX 00000X000
Xxxx Xxxxx Partners Target Retirement 2045
Fund R LMKRX 00000X000
Xxxx Xxxxx Partners Target Retirement 2040
Fund R LMYRX 00000X000
Xxxx Xxxxx Partners Target Retirement 2035
Fund R LMRRX 00000X000
Xxxx Xxxxx Partners Target Retirement 2030
Fund R LMQRX 00000X000
Xxxx Xxxxx Partners Target Retirement 2025
Fund R LMXRX 00000X000
Xxxx Xxxxx Partners Target Retirement 2020
Fund R LMWRX 00000X000
Xxxx Xxxxx Partners Target Retirement 2015
Fund R LMFRX 00000X000
XXXX XXXXX PARTNERS CLASS O -- FUNDS WITH NO ANNUAL COMPENSATION ON ASSETS
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
+Xxxx Xxxxx Partners Equity Fund O SABRX 524695103
Page 7 of 9
XXXX XXXXX CLASS FI -- FUNDS WITH ANNUAL COMPENSATION ON ASSETS COMPRISED OF
12b-1 (WHICH IS CURRENTLY 25 BPS) AND SERVICING FEES OF 15BPS. THE SERVICING
FEES MAY BE COMPRISED OF FUND PAYMENTS, REVENUE SHARE OR A COMBINATION OF THE
TWO (CURRENTLY 15BPS SUB TA).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
@ Xxxx Xxxxx Xxxx Ldg Cos Trust FI LGALX 00000X000
^Xxxx Xxxxx Emerging Markets Trust FI LGFMX 00000X000
^Global Opportunities Bond Fund FI GOBFX 00000X000
Xxxx Xxxxx Growth Trust FI LMGFX 00000X000
^Xxxx Xxxxx International Equity Trust FI LGFEX 00000X000
Xxxx Xxxxx Opportunity Trust FI LMOFX 00000X000
Xxxx Xxxxx Special Investment Trust FI LGASX 524904307
Xxxx Xxxxx Value Trust FI LMVFX 524659307
^Batterymarch U.S. Small Cap Equity
Portfolio FI LGSCX 502082829
XXXX XXXXX CLASS I -- FUNDS WITH ANNUAL COMPENSATION ON ASSETS COMPRISED OF
SERVICING FEES OF 10BPS. THE SERVICING FEES MAY BE COMPRISED OF FUND PAYMENTS,
REVENUE SHARE OR A COMBINATION OF THE TWO (CURRENTLY 10BPS SUB TA).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
Xxxx Xxxxx Xxxx Ldg Cos Trust I LGAMX 00000X000
Xxxx Xxxxx Classic Valuation Fund I LMCIX 00000X000
^Xxxx Xxxxx Emerging Markets Trust I LGEMX 00000X000
@ Xxxx Xxxxx Global Income Trust I XXX XXX
^Global Opportunities Bond Fund I XXX XXX
Xxxx Xxxxx Growth Trust I LMGNX 00000X000
^Xxxx Xxxxx International Equity Trust I LGIEX 00000X000
Xxxx Xxxxx Investment Grade Income
Portfolio I LIGIX 524905601
Xxxx Xxxxx Limited Duration Bond
Portfolio I LMLIX 524905502
Xxxx Xxxxx Opportunity Trust I LMNOX 00000X000
Xxxx Xxxxx Special Investment Trust I LMNSX 524904208
Xxxx Xxxxx Value Trust I LMNVX 524659208
Xxxx Xxxxx US Small-Cap Value Trust I LUSIX 00000X000
^Batterymarch U.S. Small Cap Equity
Portfolio I LMSIX 502082811
XXXX XXXXX CLASS R -- FUNDS WITH ANNUAL COMPENSATION ON ASSETS COMPRISED OF
12b-1 (WHICH IS CURRENTLY 50BPS) AND SERVICING FEES OF 15BPS. THE SERVICING FEES
MAY BE COMPRISED OF FUND PAYMENTS, REVENUE SHARE OR A COMBINATION OF THE TWO
(CURRENTLY 15BPS SUB TA).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
Xxxx Xxxxx Growth Trust R LMGRX 00000X000
^Xxxx Xxxxx International Equity Trust R LMIRX 00000X000
Xxxx Xxxxx Opportunity Trust R LMORX 00000X000
Xxxx Xxxxx Special Investment Trust R LMARX 524604406
Xxxx Xxxxx Value Trust R LMVRX 524659406
Page 8 of 9
WESTERN ASSET CLASS FI -- FUNDS WITH ANNUAL COMPENSATION ON ASSETS COMPRISED OF
12b-1 (WHICH IS CURRENTLY 25BPS) AND SERVICING FEES OF 5BPS. THE SERVICING FEES
MAY BE COMPRISED OF FUND PAYMENTS, REVENUE SHARE OR A COMBINATION OF THE TWO
(CURRENTLY 5BPS SUB TA).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
WA Absolute Return Portfolio FI WARIX 957663693
WA Core Bond Portfolio FI WAPIX 957663404
WA Core Plus Bond Portfolio FI WACPX 957663602
@ WA Enhanced Equity Portfolio FI TBD 957663784
@ WA Global Strategic Income Portfolio FI TBD 957663727
@ WA High Yield Portfolio FI TBD 957663834
WA Inflation Indexed Plus Bond Portfolio FI WATPX 957663875
@ WA Intermediate Bond Portfolio FI WAIFX 957663800
@ WA Intermediate Plus Bond Portfolio FI TBD 957663818
@ WA Limited Duration Bond Portfolio FI TBD 957663206
@ WA Money Market Portfolio FI XXX 000000000
@ XX Xxx - XX Opportunity Bond Portfolio FI TBD 957663859
@ WA US Govt Money Market Portfolio FI TBD 957663743
WESTERN ASSET CLASS I -- FUNDS WITH ANNUAL COMPENSATION ON ASSETS COMPRISED OF
SERVICING FEES OF 5BPS. THE SERVICING FEES MAY BE COMPRISED OF FUND PAYMENTS,
REVENUE SHARE OR A COMBINATION OF THE TWO (CURRENTLY 5BPS SUB TA).
FUND NAME CLASS TICKER CUSIP
--------------------------------------------------------------------------------
WA Absolute Return Portfolio I WAARX 957663719
WA Core Bond Portfolio I WATFX 957663305
WA Core Plus Bond Portfolio I WACPX 957663503
@ WA Enhanced Equity Portfolio I TBD 957663792
@ WA Global Strategic Income Portfolio I TBD 957663735
WA High Yield Portfolio I WAHYX 957663842
WA Inflation Indexed Plus Bond Portfolio I WAIIX 957563883
WA Intermediate Bond Portfolio I WATIX 957563701
WA Intermediate Plus Bond Portfolio I WAIPX 957563826
WA Limited Duration Bond Portfolio I WALDX 957663107
@ WA Money Market Portfolio I XXX 000000000
XX Xxx - XX Opportunity Bond Portfolio I WAFIX 957663867
@ WA US Govt Money Market Portfolio I TBD 957663750
* Only available to CGMI Brokers and/or a Broker Dealer can only
collect 12b-1 if they had a contract predating 12/1/05. This
restriction will be lifted on February 20, 2009. These Funds will
be available for sale by any broker on and after 2/20/09.
^ Funds with redemption fees
@ Currently unavailable for purchase because the fund is not
operationally set up Please contact the Distributor in advance to
discuss when the share class or fund may be available for sale The
Distributor will then consider whether or not to make the requested
share class or fund available for sale and may decline to do so in
its sole discretion
+ Available to existing investors only.
Page 9 of 9
THIRD AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
This Third Amendment to Retail Fund Participation Agreement ("Amendment") is
entered into by and among XXXX XXXXX INVESTOR SERVICES, LLC, (the "Distributor",
"We" or "Us"), HARTFORD LIFE INSURANCE COMPANY (the"Service Provider", "You" or
"Your") and HARTFORD SECURITIES DISTRIBUTION COMPANY, INC. ("HSD"), collectively
(the "Parties").
WHEREAS, the Parties entered into a Retail Fund Participation Agreement dated
December 16, 2002, as amended April 24, 2007 and February 5, 2009 (the
"Agreement"). Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Agreement;
WHEREAS, the Parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of these premises and the terms and conditions
set forth herein, the Parties agree as follows:
1. The Agreement is amended by the alteration of Schedule B as follows:
(a) References to the following funds:
FUND NAME CUSIP SYMBOL
----------------------------------------------------------------------------
Xxxx Xxxxx Classic Valuation Fund
Institutional Class 00000X000 LMCIX
Shall be deleted and replaced by:
FUND NAME CUSIP SYMBOL
----------------------------------------------------------------------------
Xxxx Xxxxx ClearBridge Investors Value Fund
Class I 00000X000 SAIFX
(b) References to the following funds:
FUND NAME CUSIP SYMBOL
----------------------------------------------------------------------------
Xxxx Xxxxx U.S. Small Capitalization Value
Trust Institutional Class 00000X000 LUSIX
Shall be deleted and replaced by:
FUND NAME CUSIP SYMBOL
----------------------------------------------------------------------------
Xxxx Xxxxx ClearBridge Small Capitalization
Value Fund Class I 00000X000 SMCYX
(c) References to the following funds:
FUND NAME CUSIP SYMBOL
----------------------------------------------------------------------------
Xxxx Xxxxx ClearBridge Convertible Fund
Class A 00000X000 SCRAX
Xxxx Xxxxx ClearBridge Convertible Fund
Class I 00000X000 SCVYX
FUND NAME CUSIP SYMBOL
----------------------------------------------------------------------------
Xxxx Xxxxx ClearBridge Equity Income Builder
Fund Class A 00000X000 LMOAX
Xxxx Xxxxx ClearBridge Equity Income Builder
Fund Class FI 00000X000 LMFOX
1
FUND NAME CUSIP SYMBOL
----------------------------------------------------------------------------
Xxxx Xxxxx ClearBridge Equity Income Builder
Fund Class I 00000X000 LMIOX
Xxxx Xxxxx ClearBridge Equity Income Builder
Fund Class R 00000X000 LMROX
FUND NAME CUSIP SYMBOL
----------------------------------------------------------------------------
Xxxx Xxxxx ClearBridge Capital & Income Fund
Class A 00000X000 SOPAX
Xxxx Xxxxx ClearBridge Capital & Income Fund
Class I 00000X000 SOPYX
Xxxx Xxxxx ClearBridge Capital & Income Fund
Class R 00000X000 LMMRX
Shall be deleted and replaced by:
FUND NAME CUSIP SYMBOL
----------------------------------------------------------------------------
Xxxx Xxxxx ClearBridge Equity Income Builder
Fund Class A 00000X000 SOPAX
Xxxx Xxxxx ClearBridge Equity Income Builder
Fund Class FI XXX XXX
Xxxx Xxxxx ClearBridge Equity Income Builder
Fund Class I 00000X000 SOPYX
Xxxx Xxxxx ClearBridge Equity Income Builder
Fund Class R 00000X000 LMMRX
2. This Amendment shall be effective December 4, 2009 subject to shareholder
vote.
3. NOTICES.
Notices required by this Agreement should be sent as follows:
You: c/o Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx, X0X
Phone: 000-000-0000
Fax: 000-000-0000
Distributor: c/o Legg Xxxxx
000 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Business Development
Fax: 000-000-0000
4. OTHER TERMS.
Other than the foregoing, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect and are ratified and confirmed in
all respects by the Parties to this Amendment.
2
XXXX XXXXX INVESTOR SERVICES, LLC HARTFORD LIFE INSURANCE COMPANY
HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
By: /s/ Xxx Xxx By: /s/ Xxxxxxx X. Xxxx
------------------------------ ------------------------------
Name: Xxx Xxx Name: Xxxxxxx X. Xxxx
Title: Director Title: Assistant Vice President
Date: 12/18/09 Date: 12/7/09
3
