RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 6 of March, 2014, 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"), MASSMUTUAL SELECT FUNDS, a Massachusetts business
trust, MASSMUTUAL PREMIER FUNDS, a Massachusetts business trust (together with
MassMutual Select Funds, the "FUNDS"), and MML DISTRIBUTORS, LLC, a Connecticut
limited liability company (hereinafter the "UNDERWRITER").
WITNESSETH:
WHEREAS, beneficial interests in the Funds 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 Funds are each registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (hereinafter the
"1940 ACT") and their 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, Massachusetts Mutual Life Insurance Company (the "ADVISER") is the
investment adviser of the Portfolios of the Funds and is duly registered as an
investment adviser under the Investment Advisers Act of 1940, as amended (the
"ADVISERS ACT"), and any applicable state securities laws; and
WHEREAS, the Underwriter is the principal underwriter for the Funds and is
registered as a broker-dealer with the Securities and Exchange Commission
(hereinafter the "SEC") under the Securities Exchange Act of 1934, as amended
(hereinafter the "1934 ACT"), and is a member in good standing of the Financial
Industry Regulatory Authority. (hereinafter "FINRA"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios set forth in Schedule B
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
Funds and the Underwriter agree as follows:
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ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Funds 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 Funds or their designee of such order. For
purposes of this Section, the Company shall be the designee of the Funds for
receipt of such orders from each Separate Account. Receipt by such designee
shall constitute receipt by the Funds; provided that the Funds or the
Underwriter receive notice of such order via the National Securities Clearing
Corporation (the "NSCC") by 10:00 a.m. Eastern Time on the next following
Business Day. The Funds will receive all orders to purchase Portfolio shares
using the NSCC's Defined Contribution Clearance & Settlement ("DCC&S") platform.
The Funds 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 Funds' 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 Funds calculate their net asset values pursuant to the rules of the
SEC. "NETWORKING" shall mean the NSCC's product that allows the Funds and
Company to exchange account level information electronically. "SETTLING BANK"
shall mean the entity appointed by the Funds to perform such settlement services
on behalf of the Funds and agrees to abide by the NSCC's Rules and Procedures
insofar as they relate to the same day funds settlement.
If the Company is somehow prohibited from submitting purchase and settlement
instructions to the Funds for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Funds 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 Funds or their designee of such order. For purposes of
this Section, the Company shall be the designee of the Funds for the receipt of
such orders from the Separate Account and receipt by such designee shall
constitute receipt by the Funds; provided that the Funds or the Underwriter
receives notice of such order by 10:00 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 Funds' designated custodian. "BUSINESS
DAY" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Funds calculate their net asset values pursuant to the rules of
the SEC.
1.2 The Funds 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
of the Funds (hereinafter the "TRUSTEES") 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, acting in good faith
and in compliance with their fiduciary duties under federal and any applicable
state laws, necessary in the best interests of the shareholders of any
Portfolio.
1.3 The Funds and the Underwriter agree to redeem for cash, upon the Company's
request, any full or fractional shares of the Funds held by the Company on
behalf of a Separate Account, executing such requests on a daily basis at the
net asset value next computed after receipt and acceptance
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by the Funds or their designee of the request for redemption. For purposes of
this Section, the Company shall be the designee of the Funds for receipt of
requests for redemption from each Separate Account and receipt by such designee
shall constitute receipt by the Funds; provided the Funds or the Underwriter
receives notice of such request for redemption via the NSCC by 10:00 a.m.
Eastern Time on the next following Business Day. The Funds will receive all
orders to redeem Portfolio shares using the NSCC's DCC&S platform. The Funds
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 Funds or the
Underwriter receive notice of the redemption order from the Company provided
that the Funds or the Underwriter receive notice by 10:00 a.m. Eastern Time on
such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Funds for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Funds and the Underwriter agree to redeem for cash, upon the Company's
request, any full or fractional shares of the Funds held by the Company on
behalf of a Separate Account, executing such requests on a daily basis at the
net asset value next computed after receipt and acceptance by the Funds or their
designee of the request for redemption. For purposes of this Section, the
Company shall be the designee of the Funds for receipt of requests for
redemption from each Separate Account and receipt by such designee shall
constitute receipt by the Funds; provided the Funds or the Underwriter receive
notice of such request for redemption by 10:00 a.m. Eastern Time on the next
following Business Day. Payment shall be in federal funds transmitted by wire to
the Separate Account as designated by the Company, on the same Business Day the
Funds or the Underwriter receive notice of the redemption order from the Company
provided that the Funds or the Underwriter receive notice by 10:00 a.m. Eastern
Time on such Business Day.
1.4 The Company will place separate orders to purchase or redeem shares of each
Portfolio.
1.5 Issuance and transfer of the Funds' 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.
1.6 The Underwriter or its designee shall furnish prior day and same day notice
to the Company of any income, dividends or capital gain distributions payable on
the Funds' shares. The Company hereby elects to receive all such dividends and
distributions as are payable on a Portfolio's shares in the form of additional
shares of that Portfolio. The Funds shall notify the Company of the number of
shares so issued as payment of such dividends and distributions no later than
one Business Day after issuance. The Company reserves the right to revoke this
election and to receive in cash all such dividends and distributions declared
after receipt of notice of revocation by the Funds.
1.7 The Underwriter or its designee shall make the net asset value per share of
each Series 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 7:00 p.m. Eastern time on such Business Day.
1.8(a) If the Underwriter or the Funds provide materially incorrect share net
asset value information through no fault of the Company, the Separate Accounts
shall be entitled to an adjustment
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with respect to the Series shares purchased or redeemed to reflect the correct
net asset value per share.
1.8(b) The determination of the materiality of any net asset value pricing
error and its correction shall be based on the SEC's recommended guidelines
regarding these errors. Any material error in the calculation or reporting of
net asset value per share, dividend or capital gain information shall be
reported promptly to the Company upon discovery. The Underwriter and the Funds
shall indemnify and hold harmless the Company against any amount the Company is
legally required to pay Contract Owners, participants or beneficiaries that have
selected a Portfolio as an investment option ("Contract owners"), and which
amount is due to the Funds' or their agents' material miscalculation and/or
incorrect reporting of or failure to report the daily net asset value, dividend
rate or capital gains distribution rate. The Company shall submit an invoice to
the Funds or their agents for such losses incurred as a result of the above
which shall be payable within sixty (60) days of receipt. Should a material
miscalculation by the Funds or their agents result in a gain to the Company, the
Company shall immediately reimburse the Funds, the applicable Portfolios, or
their agents for any material losses incurred by the Funds, the applicable
Portfolios, or their agents as a result of the incorrect calculation. Should a
material miscalculation by the Funds or their agents result in a gain to
Contract owners, the Company will consult with the Funds or their designee as to
what reasonable efforts shall be made to recover the money and repay the Funds,
the applicable Portfolio, or their agents. The Company shall then make such
reasonable effort, at the expense of the Funds or their agents, to recover the
money and repay the Funds, the applicable Portfolios, or their agents; but the
Company shall not be obligated to take legal action against Contract owners.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be
registered unless exempt and that it will make every effort to maintain such
registration under the 1933 Act to the extent required by the 1933 Act; that the
Contracts are intended to be issued and sold in compliance in all material
respects with all applicable federal and state laws. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Separate Account prior to any issuance or sale of Contracts,
shares or other interests therein, as a segregated asset account under the
insurance laws of the State of Connecticut and has registered or, prior to any
issuance or sale of the Contracts, will register and will maintain the
registration of each Separate Account as a unit investment trust in accordance
with and to the extent required by the provisions of the 1940 Act, unless exempt
therefrom, to serve as a segregated investment account for the Contracts. Unless
exempt, the Company shall amend its registration statement for its Contracts
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its Contracts. The Company shall register and
qualify the Contracts for sale in accordance with securities laws of the various
states only if and to the extent deemed necessary by the Company.
2.2 The Funds and the Underwriter represent and warrant that (i) Fund shares
sold pursuant to this Agreement shall be registered under the 1933 Act and duly
authorized for issuance in accordance with applicable law and that the Funds are
and shall remain registered under the 1940 Act for as long as the Fund shares
are sold; (ii) the Funds shall amend the registration statements for their
shares under the
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1933 Act and the 1940 Act from time to time as required in order to effect the
continuous offering of their shares; and (iii) the Funds shall register and
qualify their shares for sales in accordance with the laws of the various states
only if and to the extent deemed advisable by the Funds or the Underwriter.
2.3 The Funds 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 Funds finance distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Funds represent that their Board of Trustees,
including a majority of their Trustees who are not interested persons of the
Funds, have formulated and approved a plan under Rule 12b-1 to finance
distribution expenses.
2.5 The Underwriter represents and warrants that it is a member in good
standing of the FINRA and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will 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.
2.6 The Funds represent that they are lawfully organized and validly existing
under the laws of the Commonwealth of Massachusetts and that they do and will
comply in all material respects with applicable provisions of the 0000 Xxx.
2.7 The Funds represent and warrant that all of their Trustees officers,
employees, investment advisers, and other individuals/entities having access to
the funds and/or securities of the Funds are and continue to be at all times
covered by a blanket fidelity bond or similar coverage for the benefit of the
Funds in an amount not less than the minimal coverage as required by Rule 17g-1
under the 1940 Act or related provisions as may be promulgated from time to
time. The aforesaid Bond includes coverage for larceny and embezzlement and is
issued by a reputable bonding company.
2.8 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of 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.
2.9 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
Funds in compliance in all material respects with the laws of the State of
Connecticut and any applicable state and federal securities laws.
2.10 The foregoing representations and warranties shall be made, by the party
hereto that makes the representation or warranty as of the date first written
above and at the time of each purchase and each sale of the Funds' shares
pursuant to this Agreement.
2.11 The Company represents that it has adopted written policies and procedures
reasonably designed to detect and deter frequent and/or disruptive trading in
Shares. The Company and the Funds
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agree to reasonably cooperate for the purpose of discouraging frequent or
disruptive trading in shares of the Funds and agree to negotiate a "shareholder
information agreement" under Rule 22c-2.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Funds shall provide the Company at no charge with as many printed
copies of the Funds' current prospectuses and statements of additional
information as the Company may reasonably request. If requested by the Company,
in lieu of providing printed copies of the Funds' current prospectuses and
statements of additional information, the Funds shall provide camera-ready film,
computer diskettes, e-mail transmissions or PDF files containing the Funds'
prospectuses and statements 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 a
Fund are amended during the year) to have the prospectus for the Contracts (if
applicable) and the Funds' prospectuses printed together in one document or
separately. The Company may elect to print the Funds' prospectuses and/or their
statements of additional information in combination with other fund companies'
prospectuses and statements of additional information.
3.2(a) The Funds shall provide the Company at no charge with copies of the
Funds' 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 Funds 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. The
Funds shall pay for all costs for typesetting, printing and distributing proxy
materials.
3.3. The Funds' statements of additional information shall be obtainable by
Contract owners from the Funds, the Underwriter, the Company or such other
person as the Funds may designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Fund to Contract owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract owners;
B. vote the Fund shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable
annuity contract owners, vote Fund shares held in the Separate
Account for which no timely instructions have been received, in the
same proportion as Fund shares of such Portfolio for which
instructions have been received from the Company's Contract owners.
The Company reserves the right to vote Fund shares held in any
segregated asset account for its own account, to 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
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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 Funds will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Funds will not hold annual meetings but will hold such
special meetings as may be necessary from time to time. Further, the Funds will
act in accordance with the SEC interpretation of the requirements of Section
16(a) with respect to periodic elections of directors or trustees and with
whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Funds,
the Underwriter or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Funds, the Adviser 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 Funds, 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 prior approved materials.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Funds
or concerning the Funds in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or
prospectus for 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 Funds, or in sales literature or other promotional
material approved by the Funds or their designee, except with the permission of
the Funds or their designee.
4.3 The Funds shall furnish, or shall cause to be furnished, to the Company or
its designee, each piece of sales literature or other promotional material in
which the Company or any Separate Account is named, at least five calendar days
prior to its use. No such literature or material shall be used without prior
approval from the Company or its designee, however, the failure to object in
writing within two Business Days will be deemed approval. Such approval process
shall not apply to subsequent usage of materials that are substantially similar
to prior approved materials.
4.4 Neither the Funds nor the Underwriter shall give any information or make
any representations on behalf of the Company or concerning the Company, each
Separate Account, or the Contracts other than the information or representations
contained in the Contracts, a disclosure document, registration statement or
prospectus for the Contracts (if applicable), as such registration statement and
prospectus may be amended or supplemented from time to time, or in published
reports for each Separate Account which are in the public domain or approved by
the Company for distribution to Contract owners or participants, or in sales
literature or other promotional material approved by the Company, except with
the permission of the Company.
4.6 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
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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.
4.7 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Funds and that all use of any designation
comprised in whole or part or such names or marks under this Agreement shall
inure to the benefit of the Funds and the Underwriter. Except as provided in
Section 4.1, the Company shall not use any such names or marks on its own behalf
or on behalf of a Separate Account in connection with marketing the Contracts
without prior written consent of the Funds or the Underwriter. Upon termination
of this Agreement for any reason, the Company shall cease all use of any such
names or marks.
4.8 The Funds 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 Funds and Underwriter shall cease all use of any such names
or marks.
ARTICLE V. Fees and Expenses
5.1 The Funds shall pay the fees and expenses provided for in the attached
SCHEDULE B.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Funds, the
Underwriter and each of their respective trustees, directors, officers,
employees or agents and each person, if any, who controls the Funds or the
Underwriter within the meaning of section 15 of the 1933 Act (collectively, the
"INDEMNIFIED PARTIES" for purposes of this Section 6.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or litigation (including reasonable legal
and other expenses), to which the Indemnified Parties may become subject under
any statute, regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Funds' 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
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arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided that
this agreement to indemnify shall not apply as to an Indemnified Party
if such statement or omission or such alleged statement or omission
was made in reliance upon and in conformity with information furnished
by such Indemnified Party or the Funds to the Company on behalf of the
Funds 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 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 Funds.
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
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Underwriter) or litigation (including reasonable legal and other expenses) to
which the Indemnified Parties may become subject under any statute, regulation,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the shares of the Portfolios that it distributes or the
Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund
(or any amendment or supplement to any of the foregoing), or arise
out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided
that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity
with information furnished by such Indemnified Party or the Company
to the Fund or the Underwriter on behalf of the Company for use in
the registration statement, prospectus or statement of additional
information for the Fund or in sales literature of the Fund (or any
amendment or supplement thereto) or otherwise for use in connection
with the sale of the Contracts or the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Funds 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 Funds or the Underwriter or persons under the control of
the Funds 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 Funds or the Underwriter or persons under the
control of the Funds or the Underwriter, respectively; or
(iv) arise as a result of any material failure by the Funds 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 Funds
in this Agreement or arise out of or result from any other material
breach of this Agreement by the Underwriter or the Funds; except to
the extent provided in Sections 6.2(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such loss,
claim, damage, liability or litigation is due to the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty by the party seeking
indemnification.
10
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Underwriter of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of the Fund
shares or the Contracts or the operation of the Separate Accounts.
6.3 Indemnification by the Funds
(a) The Funds agree 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 Funds) or litigation (including reasonable legal and
other expenses) to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of the shares of the Portfolios or the
Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund
(or any amendment or supplement to any of the foregoing), or arise
out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided
that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity
with information furnished by such Indemnified Party or the Company
to the Fund or the Underwriter on behalf of the Company for use in
the registration statement, prospectus or statement of additional
information for the Fund or in sales literature of the Fund (or any
amendment or supplement thereto) or otherwise for use in connection
with the sale of the Contracts or the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Funds 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 Funds or the Underwriter or persons under the control of
the Funds 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 Funds or the Underwriter or persons under the
control of the Funds or the Underwriter, respectively; or
(iv) arise as a result of any material failure by the Funds or the
Underwriter to provide the services and furnish the materials under
the terms of this Agreement; or
11
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter or the Funds
in this Agreement or arise out of or result from any other material
breach of this Agreement by the Underwriter or the Funds; 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 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.
12
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. Term & Termination
1. 8.1 Term.
(a) Except as otherwise provided below, the term of this Agreement shall be for
two (2) years from the date hereof, unless terminated earlier by reason of a
breach of contract or by law, or pursuant to this section 8. At the end of the
initial term of this Agreement, this Agreement shall be automatically renewed
for successive one year periods, unless any party notifies the other no later
than thirty days before any anniversary of its intent to terminate this
Agreement.
8.2 This Agreement shall terminate:
(a) at the option of any party upon six months' advance written notice to the
other parties unless otherwise agreed in a separate written agreement among the
parties; or
(b) at the option of the Fund, the Underwriter or the Adviser upon institution
of formal proceedings against the Company by the FINRA, the SEC, the insurance
commission of any state or any other regulatory body regarding the Company's
duties under this Agreement or related to the sale of the Contracts, the
administration of the Contracts, the operation of the Separate Accounts, or the
purchase of the Fund shares, which in the judgment of the Fund, the Underwriter
or the Adviser are reasonably likely to have a material adverse effect on the
Company's ability to perform its obligations under this Agreement; or
(c) at the option of the Company upon institution of formal proceedings against
the Fund, the Underwriter or the Adviser by the FINRA, the SEC, or any state
securities or insurance department or any other regulatory body, related to the
purchase or sale of the Fund shares or the operation of the Fund which in the
judgment of the Company are reasonably likely to have a material adverse effect
on the Underwriter's, the Fund's or the Adviser's ability to perform its
obligations under this Agreement; or
(d) at the option of the Company if a Portfolio delineated in SCHEDULE A ceases
to qualify as a Regulated Investment Company under Subchapter M of the Code (a
"RIC"), or under any successor or similar provision, and the disqualification is
not cured within the period permitted for such cure, or if the Company
reasonably believes that any such Portfolio may fail to so 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
13
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund, the Underwriter or the
Adviser has suffered a material adverse change in its business, operations or
financial condition since the date of this Agreement or is the subject of
material adverse publicity which is likely to have a material adverse impact
upon the business and operations of the Company; or
(g) at the option of the Fund, the Underwriter or the Adviser if the Fund, the
Underwriter or the Adviser respectively, shall determine in its sole judgment
exercised in good faith, that the Company has suffered a material adverse change
in its business, operations or financial condition since the date of this
Agreement or is the subject of material adverse publicity which is likely to
have a material adverse impact upon the business and operations of the Fund or
Underwriter.
8.3 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.
8.4 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
8.5 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to Section
8.1(a) through 8.1(g) of this Agreement and subject to Section 1.2 of this
Agreement, the Company may require the Fund and the Underwriter to continue to
make available additional shares of the Fund for so long after the termination
of this Agreement as the Company desires pursuant to the terms and conditions of
this Agreement as provided in paragraph (b) below, for all Contracts in effect
on the effective date of termination of this Agreement (hereinafter referred to
as "EXISTING CONTRACTS"), unless such further sale of Fund shares is proscribed
by law, regulation or an applicable regulatory body or such Fund is no longer
available for purchase. 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 or such Fund is no longer available for purchase.
14
(b) Fund and/or 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
Accounts and Company continues to provide services to the Accounts. Such fee
shall apply to shares purchased both prior to and subsequent to the date of
termination. This Agreement, or any provision thereof, shall survive the
termination to the extent necessary for each party to perform its obligations
with respect to shares for which a fee continues to be due subsequent to such
termination.
(c) In the event of the insolvency or liquidation of the Company, fees shall
continue to be payable directly to the Company or its liquidator, receiver,
conservator or statutory successor, without diminution and reasonable provision
for verification by the Company or its liquidator, receiver, conservator or
statutory successor.
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
0 Xxxxxxx Xx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Attention: To Executive in charge of Hartford's Insurance Products Fund
Trading Area, currently Xxxxx Xxxxxxxxx, Assistant Vice President
with a copy to:
General Counsel
Hartford Life Insurance Company
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
15
If to the Fund:
MassMutual Premier Funds/MassMutual Select Funds
c/o Massachusetts Mutual Life Insurance Company
000 Xxxxxx Xxxxxx Xxxx.
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
If to the Underwriter:
Attention:
with a copy to:
Attention:
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 FINRA, and
state insurance regulators) and shall permit each other and such authorities
(and the parties hereto) reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby. 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 MASSMUTUAL PREMIER FUNDS
By: /s/ Xxxxxxxx Xxxxxx By: /s/ Xxxx Xxxxxxx
------------------------------ ------------------------------
Name: Xxxxxxxx Xxxxxx Name: Xxxx Xxxxxxx
Title: AVP, Trading & Clearing Title: President
MML DISTRIBUTORS, LLC MASSMUTUAL SELECT FUNDS
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
------------------------------ ------------------------------
Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx
Title: Vice President Title: President
17
SCHEDULE A
SEPARATE ACCOUNTS
Separate Accounts
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the Commonwealth of Massachusetts to set
aside and invest assets attributable to the Contracts.
Portfolios Include
Share Classes -- A, I, L, N, S, Y, Z, R3, R4
18
SCHEDULE B
In consideration of the services provided by the Company, the Funds 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 paid within
30 days of the end of each month.
NEW SHARE
OLD CLASS
SHARE (EFFECTIVE TOTAL
FUND NAME TICKER CLASS 4/1/2014) REVENUE
--------------------------------------------------------------------------------------
Barings Dynamic Allocation MLBAX A A 0.60%
Barings Dynamic Allocation MBGLX L ADM 0.35%
Barings Dynamic Allocation MPBRX N R3 0.75%
Barings Dynamic Allocation MPZAX NEW R4 0.50%
Barings Dynamic Allocation MPBSX S R5 0.15%
Barings Dynamic Allocation MPBYX Y SVC 0.25%
Barings Dynamic Allocation MPBZX Z I 0.00%
International Index TBD NEW R4 0.50%
International Index MKRLX L ADM 0.35%
International Index TBD N R3 0.75%
International Index MKRIX I R5 0.10%
International Index MKRZX Z I 0.00%
International Index MKRAX A A 0.60%
International Index MKRSX S SVC 0.25%
International Index MKRYX Y ADM 0.35%
MidCap Index TBD A / NEW R4 0.50%
MidCap Index MDKLX L ADM 0.35%
MidCap Index TBD N R3 0.75%
MidCap Index MDKIX I R5 0.10%
MidCap Index MDKZX Z I 0.00%
MidCap Index MDKAX A A 0.60%
MidCap Index MDKSX S SVC 0.25%
MidCap Index MDKYX Y ADM 0.35%
Premier Balanced MMBDX A A 0.60%
Premier Balanced MMBLX L ADM 0.35%
Premier Balanced MMBRX N R3 0.75%
Premier Balanced MBBRX NEW R4 0.50%
Premier Balanced MBLDX S R5 0.15%
Premier Balanced MBAYX Y SVC 0.25%
Premier Balanced MBBIX Z I 0.00%
Premier Capital Appreciation MACAX A A 0.60%
Premier Capital Appreciation MCALX L ADM 0.35%
Premier Capital Appreciation MCANX N R3 0.75%
Premier Capital Appreciation MCASX S R5 0.15%
Premier Capital Appreciation MCAYX Y SVC 0.25%
Premier Core Bond MMCBX A A 0.60%
Premier Core Bond MCBLX L ADM 0.35%
Premier Core Bond MCBNX N R3 0.75%
Premier Core Bond MCZRX NEW R4 0.50%
Premier Core Bond MCBDX S R5 0.15%
Premier Core Bond MCBYX Y SVC 0.25%
19
NEW SHARE
OLD CLASS
SHARE (EFFECTIVE TOTAL
FUND NAME TICKER CLASS 4/1/2014) REVENUE
--------------------------------------------------------------------------------------
Premier Core Bond MCZZX Z I 0.00%
Premier Disciplined Growth MPGAX A A 0.60%
Premier Disciplined Growth MPGLX L ADM 0.35%
Premier Disciplined Growth MPDRX N R3 0.75%
Premier Disciplined Growth MPDGX NEW R4 0.50%
Premier Disciplined Growth MPGSX S R5 0.15%
Premier Disciplined Growth DEIGX Y SVC 0.25%
Premier Disciplined Growth MPDIX Z I 0.00%
Premier Disciplined Value MEPAX A A 0.60%
Premier Disciplined Value MPILX L ADM 0.35%
Premier Disciplined Value MPINX N R3 0.75%
Premier Disciplined Value MPIRX NEW R4 0.50%
Premier Disciplined Value MEPSX S R5 0.15%
Premier Disciplined Value DENVX Y SVC 0.25%
Premier Disciplined Value MPIVX Z I 0.00%
Premier Diversified Bond MDVAX A A 0.60%
Premier Diversified Bond MDBLX L ADM 0.35%
Premier Diversified Bond MDBRX N R3 0.75%
Premier Diversified Bond MDBFX NEW R4 0.50%
Premier Diversified Bond MDBSX S R5 0.15%
Premier Diversified Bond MDBYX Y SVC 0.25%
Premier Diversified Bond MDBZX Z I 0.00%
Premier Focused Int'l MOUAX A A 0.60%
Premier Focused Int'l MOULX L ADM 0.35%
Premier Focused Int'l MOUNX N R3 0.75%
Premier Focused Int'l MOURX NEW R4 0.50%
Premier Focused Int'l MOUSX S R5 0.15%
Premier Focused Int'l MOUYX Y SVC 0.25%
Premier Focused Int'l MOUZX Z I 0.00%
Premier Global MGFAX A A 0.60%
Premier Global MGFLX L ADM 0.35%
Premier Global MGFNX N R3 0.75%
Premier Global MGFRX NEW R4 0.50%
Premier Global MGFSX S R5 0.15%
Premier Global MGFYX Y SVC 0.25%
Premier Global MGFZX Z I 0.00%
Premier High Yield Bond MPHAX A A 0.60%
Premier High Yield Bond MPHLX L ADM 0.35%
Premier High Yield Bond MPHNX N R3 0.75%
Premier High Yield Bond MPHRX NEW R4 0.50%
Premier High Yield Bond MPHSX S R5 0.15%
Premier High Yield Bond DLHYX Y SVC 0.25%
Premier High Yield Bond MPHZX Z I 0.00%
Premier Inflation Prot. Inc MPSAX A A 0.60%
Premier Inflation Prot. Inc MIPLX L ADM 0.35%
Premier Inflation Prot. Inc MIPNX N R3 0.75%
Premier Inflation Prot. Inc MIPRX NEW R4 0.50%
20
NEW SHARE
OLD CLASS
SHARE (EFFECTIVE TOTAL
FUND NAME TICKER CLASS 4/1/2014) REVENUE
--------------------------------------------------------------------------------------
Premier Inflation Prot. Inc MIPSX S R5 0.15%
Premier Inflation Prot. Inc MIPYX Y SVC 0.25%
Premier Inflation Prot. Inc MIPZX Z I 0.00%
Premier Int'l Equity MMIAX A A 0.60%
Premier Int'l Equity MIELX L ADM 0.35%
Premier Int'l Equity MEERX N R3 0.75%
Premier Int'l Equity MEIRX NEW R4 0.50%
Premier Int'l Equity MIEDX S R5 0.15%
Premier Int'l Equity MYIEX Y SVC 0.25%
Premier Int'l Equity MIZIX Z I 0.00%
Premier Main Street MSSAX A A 0.60%
Premier Main Street MMSLX L ADM 0.35%
Premier Main Street MMSNX N R3 0.75%
Premier Main Street MSSRX NEW R4 0.50%
Premier Main Street MMSSX S R5 0.15%
Premier Main Street MMSYX Y SVC 0.25%
Premier Main Street MSZIX Z I 0.00%
Premier Money Market MKAXX A R5 0.10%
Premier Money Market MKSXX S R5 0.10%
Premier Money Market MKYXX Y R5 0.10%
Premier Short Duration Bond MSHAX A A 0.60%
Premier Short Duration Bond MSTLX L ADM 0.35%
Premier Short Duration Bond MSDNX N R3 0.75%
Premier Short Duration Bond MPSDX NEW R4 0.50%
Premier Short Duration Bond MSTDX S R5 0.15%
Premier Short Duration Bond MSBYX Y SVC 0.25%
Premier Short Duration Bond MSTZX Z I 0.00%
Premier Small Cap Opportunities DLBMX A A 0.60%
Premier Small Cap Opportunities MSCLX L ADM 0.35%
Premier Small Cap Opportunities MCCRX N R3 0.75%
Premier Small Cap Opportunities MOORX NEW R4 0.50%
Premier Small Cap Opportunities MSCDX S R5 0.15%
Premier Small Cap Opportunities MSVYX Y SVC 0.25%
Premier Small Cap Opportunities MSOOX Z I 0.00%
Premier Strategic Emerging Mkt MPASX A A 0.60%
Premier Strategic Emerging Mkt MPLSX L ADM 0.35%
Premier Strategic Emerging Mkt MPZRX N R3 0.75%
Premier Strategic Emerging Mkt MPRSX NEW R4 0.50%
Premier Strategic Emerging Mkt MPSMX S R5 0.15%
Premier Strategic Emerging Mkt MPEYX Y SVC 0.25%
Premier Strategic Emerging Mkt MPZSX Z I 0.00%
Premier Value MCEAX A A 0.60%
Premier Value DLBVX L ADM 0.35%
Premier Value MCENX N R3 0.75%
Premier Value MCERX NEW R4 0.50%
Premier Value MVEDX S R5 0.15%
Premier Value MCEYX Y SVC 0.25%
21
NEW SHARE
OLD CLASS
SHARE (EFFECTIVE TOTAL
FUND NAME TICKER CLASS 4/1/2014) REVENUE
--------------------------------------------------------------------------------------
Premier Value MCZIX Z I 0.00%
RetireSmart 2010 MRXAX A A 0.60%
RetireSmart 2010 MRXLX L ADM 0.35%
RetireSmart 2010 MRXNX N R3 0.75%
RetireSmart 2010 TBD NEW R4 0.50%
RetireSmart 2010 TBD NEW R5 0.15%
RetireSmart 2010 TBD NEW I 0.00%
RetireSmart 2010 MRXSX S SVC 0.25%
RetireSmart 2010 MRXYX Y ADM 0.35%
RetireSmart 2015 MMJAX A A 0.60%
RetireSmart 2015 MMJLX L ADM 0.35%
RetireSmart 2015 MMJNX N R3 0.75%
RetireSmart 2015 TBD NEW R4 0.50%
RetireSmart 2015 TBD NEW R5 0.15%
RetireSmart 2015 TBD NEW I 0.00%
RetireSmart 2015 MMJSX S SVC 0.25%
RetireSmart 2015 MMJYX Y ADM 0.35%
RetireSmart 2020 MRTAX A A 0.60%
RetireSmart 2020 MRTLX L ADM 0.35%
RetireSmart 2020 MRTNX N R3 0.75%
RetireSmart 2020 TBD NEW R4 0.50%
RetireSmart 2020 TBD NEW R5 0.15%
RetireSmart 2020 TBD NEW I 0.00%
RetireSmart 2020 MRTSX S SVC 0.25%
RetireSmart 2020 MRTYX Y ADM 0.35%
RetireSmart 2025 MMSDX A A 0.60%
RetireSmart 2025 MMLIX L ADM 0.35%
RetireSmart 2025 TBD N R3 0.75%
RetireSmart 2025 TBD NEW R4 0.50%
RetireSmart 2025 TBD NEW R5 0.15%
RetireSmart 2025 TBD NEW I 0.00%
RetireSmart 0000 XXXXX X SVC 0.25%
RetireSmart 2025 MMIYX Y ADM 0.35%
RetireSmart 2030 MRYAX A A 0.60%
RetireSmart 2030 MYRLX L ADM 0.35%
RetireSmart 2030 MRYNX N R3 0.75%
RetireSmart 2030 TBD NEW R4 0.50%
RetireSmart 2030 TBD NEW R5 0.15%
RetireSmart 2030 TBD NEW I 0.00%
RetireSmart 2030 MRYSX S SVC 0.25%
RetireSmart 2030 MRYYX Y ADM 0.35%
RetireSmart 2035 MMXAX A A 0.60%
RetireSmart 2035 MMXLX L ADM 0.35%
RetireSmart 2035 TBD N R3 0.75%
RetireSmart 2035 TBD NEW R4 0.50%
RetireSmart 2035 TBD NEW R5 0.15%
RetireSmart 2035 TBD NEW I 0.00%
22
NEW SHARE
OLD CLASS
SHARE (EFFECTIVE TOTAL
FUND NAME TICKER CLASS 4/1/2014) REVENUE
--------------------------------------------------------------------------------------
RetireSmart 2035 MMXSX S SVC 0.25%
RetireSmart 2035 MMXYX Y ADM 0.35%
RetireSmart 2040 MRFAX A A 0.60%
RetireSmart 2040 MRFLX L ADM 0.35%
RetireSmart 2040 MFRNX N R3 0.75%
RetireSmart 2040 TBD NEW R4 0.50%
RetireSmart 2040 TBD NEW R5 0.15%
RetireSmart 2040 TBD NEW I 0.00%
RetireSmart 2040 MFRSX S SVC 0.25%
RetireSmart 2040 MRFYX Y ADM 0.35%
RetireSmart 2045 MMKAX A A 0.60%
RetireSmart 2045 MMKLX L ADM 0.35%
RetireSmart 2045 TBD N R3 0.75%
RetireSmart 2045 TBD NEW R4 0.50%
RetireSmart 2045 TBD NEW R5 0.15%
RetireSmart 2045 TBD NEW I 0.00%
RetireSmart 2045 MMKSX S SVC 0.25%
RetireSmart 2045 MMKYX Y ADM 0.35%
RetireSmart 2050 MMARX A A 0.60%
RetireSmart 2050 MMRLX L ADM 0.35%
RetireSmart 2050 MMRNX N R3 0.75%
RetireSmart 2050 TBD NEW R4 0.50%
RetireSmart 2050 TBD NEW R5 0.15%
RetireSmart 2050 TBD NEW I 0.00%
RetireSmart 0000 XXXXX X SVC 0.25%
RetireSmart 2050 MMRYX Y ADM 0.35%
RetireSmart 2055 MMWAX A A 0.60%
RetireSmart 2055 MMWLX L ADM 0.35%
RetireSmart 2055 TBD N R3 0.75%
RetireSmart 2055 TBD NEW R4 0.50%
RetireSmart 2055 TBD NEW R5 0.15%
RetireSmart 2055 TBD NEW I 0.00%
RetireSmart 2055 MMWSX S SVC 0.25%
RetireSmart 2055 MMWYX Y ADM 0.35%
RetireSmart Conservative MCTAX A A 0.60%
RetireSmart Conservative MRCLX L ADM 0.35%
RetireSmart Conservative TBD N R3 0.75%
RetireSmart Conservative TBD NEW R4 0.50%
RetireSmart Conservative MRCSX S R5 0.15%
RetireSmart Conservative MRCYX Y SVC 0.25%
RetireSmart Conservative TBD Z I 0.00%
RetireSmart Growth MRRAX A A 0.60%
RetireSmart Growth MRGLX L ADM 0.35%
RetireSmart Growth TBD N R3 0.75%
RetireSmart Growth TBD NEW R4 0.50%
RetireSmart Growth MRRSX S R5 0.15%
23
NEW SHARE
OLD CLASS
SHARE (EFFECTIVE TOTAL
FUND NAME TICKER CLASS 4/1/2014) REVENUE
----------------------------------------------------------------------------------
RetireSmart Growth MRGYX Y SVC 0.25%
RetireSmart Growth TBD Z I 0.00%
RetireSmart InRetirement MRDAX A A 0.60%
RetireSmart InRetirement MDRLX L ADM 0.35%
RetireSmart InRetirement MDRNX N R3 0.75%
RetireSmart InRetirement TBD NEW R4 0.50%
RetireSmart InRetirement TBD NEW R5 0.15%
RetireSmart InRetirement TBD NEW I 0.00%
RetireSmart InRetirement MDRSX S SVC 0.25%
RetireSmart InRetirement MDRYX Y ADM 0.35%
RetireSmart Moderate MRMAX A A 0.60%
RetireSmart Moderate MRMLX L ADM 0.35%
RetireSmart Moderate TBD N R3 0.75%
RetireSmart Moderate TBD NEW R4 0.50%
RetireSmart Moderate MROSX S R5 0.15%
RetireSmart Moderate MRMYX Y SVC 0.25%
RetireSmart Moderate TBD Z I 0.00%
RetireSmart Moderate Growth MOGAX A A 0.60%
RetireSmart Moderate Growth MRSLX L ADM 0.35%
RetireSmart Moderate Growth TBD N R3 0.75%
RetireSmart Moderate Growth TBD NEW R4 0.50%
RetireSmart Moderate Growth MRSSX S R5 0.15%
RetireSmart Moderate Growth MROYX Y SVC 0.25%
RetireSmart Moderate Growth TBD Z I 0.00%
S&P 500 Index MIEAX A R4 0.50%
S&P 500 Index MMILX L ADM 0.35%
S&P 500 Index MMINX N R3 0.75%
S&P 500 Index MIEZX I R5 0.10%
S&P 500 Index MMIZX Z I 0.00%
S&P 500 Index TBD NEW/A A 0.60%
S&P 500 Index MMIEX S SVC 0.25%
S&P 500 Index MIEYX Y ADM 0.35%
Select Blue Chip Growth MBCGX A A 0.60%
Select Blue Chip Growth MBCLX L ADM 0.35%
Select Blue Chip Growth MBCNX N R3 0.75%
Select Blue Chip Growth TBD NEW R4 0.50%
Select Blue Chip Growth MBCSX S R5 0.15%
Select Blue Chip Growth MBCYX Y SVC 0.25%
Select Blue Chip Growth TBD Z I 0.00%
Select Diversified Int'l MMZAX A A 0.60%
Select Diversified Int'l MMZLX L ADM 0.35%
Select Diversified Int'l TBD N R3 0.75%
Select Diversified Int'l TBD NEW R4 0.50%
Select Diversified Int'l MMZSX S R5 0.15%
Select Diversified Int'l MMZYX Y SVC 0.25%
Select Diversified Int'l TBD Z I 0.00%
Select Diversified Value MDDAX A A 0.60%
24
NEW SHARE
OLD CLASS
SHARE (EFFECTIVE TOTAL
FUND NAME TICKER CLASS 4/1/2014) REVENUE
----------------------------------------------------------------------------------
Select Diversified Value MDDLX L ADM 0.35%
Select Diversified Value MDVNX N R3 0.75%
Select Diversified Value TBD NEW R4 0.50%
Select Diversified Value MDVSX S R5 0.15%
Select Diversified Value MDVYX Y SVC 0.25%
Select Diversified Value TBD Z I 0.00%
Select Focused Value MFVAX A A 0.60%
Select Focused Value MMFVX L ADM 0.35%
Select Focused Value MFVNX N R3 0.75%
Select Focused Value TBD NEW R4 0.50%
Select Focused Value MFVSX S R5 0.15%
Select Focused Value MMFYX Y SVC 0.25%
Select Focused Value MFVZX Z I 0.00%
Select Fundamental Growth MOTAX A A 0.60%
Select Fundamental Growth MOTLX L ADM 0.35%
Select Fundamental Growth MOTNX N R3 0.75%
Select Fundamental Growth TBD NEW R4 0.50%
Select Fundamental Growth MOTCX S R5 0.15%
Select Fundamental Growth MOTYX Y SVC 0.25%
Select Fundamental Growth TBD Z I 0.00%
Select Fundamental Value MFUAX A A 0.60%
Select Fundamental Value MFULX L ADM 0.35%
Select Fundamental Value MFUNX N R3 0.75%
Select Fundamental Value TBD NEW R4 0.50%
Select Fundamental Value MVUSX S R5 0.15%
Select Fundamental Value MFUYX Y SVC 0.25%
Select Fundamental Value MFUZX Z I 0.00%
Select Global Allocation MGJAX A A 0.55%
Select Global Allocation MGSLX L ADM 0.30%
Select Global Allocation TBD N R3 0.70%
Select Global Allocation TBD NEW R4 0.45%
Select Global Allocation MGSSX S R5 0.10%
Select Global Allocation MGSYX Y SVC 0.20%
Select Global Allocation TBD Z I 0.00%
Select Growth Opportunities MMAAX A A 0.60%
Select Growth Opportunities MAGLX L ADM 0.35%
Select Growth Opportunities MMANX N R3 0.75%
Select Growth Opportunities TBD NEW R4 0.50%
Select Growth Opportunities MGRSX S R5 0.15%
Select Growth Opportunities MAGYX Y SVC 0.25%
Select Growth Opportunities MMAZX Z I 0.00%
Select Large Cap Value MMLAX A A 0.60%
Select Large Cap Value MLVLX L ADM 0.35%
Select Large Cap Value MLVNX N R3 0.75%
Select Large Cap Value TBD NEW R4 0.50%
Select Large Cap Value MLVSX S R5 0.15%
Select Large Cap Value MMLYX Y SVC 0.25%
25
NEW SHARE
OLD CLASS
SHARE (EFFECTIVE TOTAL
FUND NAME TICKER CLASS 4/1/2014) REVENUE
----------------------------------------------------------------------------------
Select Large Cap Value TBD Z I 0.00%
Select MidCap Growth Eq II MEFAX A A 0.60%
Select MidCap Growth Eq II MMELX L ADM 0.35%
Select MidCap Growth Eq II MEFNX N R3 0.75%
Select MidCap Growth Eq II TBD NEW R4 0.50%
Select MidCap Growth Eq II MGRFX S R5 0.15%
Select MidCap Growth Eq II MEFYX Y SVC 0.25%
Select MidCap Growth Eq II MEFZX Z I 0.00%
Select MidCap Value MLUAX A A 0.60%
Select MidCap Value MLULX L ADM 0.35%
Select MidCap Value MLUNX N R3 0.75%
Select MidCap Value TBD NEW R4 0.50%
Select MidCap Value MLUSX S R5 0.15%
Select MidCap Value MLUYX Y SVC 0.25%
Select MidCap Value MLUZX Z I 0.00%
Select Overseas MOSAX A A 0.60%
Select Overseas MOSLX L ADM 0.35%
Select Overseas MOSNX N R3 0.75%
Select Overseas TBD NEW R4 0.50%
Select Overseas MOSSX S R5 0.15%
Select Overseas MOSYX Y SVC 0.25%
Select Overseas MOSZX Z I 0.00%
Select PIMCO Total Return Bond TBD NEW A 0.55%
Select PIMCO Total Return Bond MSPLX L ADM 0.30%
Select PIMCO Total Return Bond MSPNX N R3 0.70%
Select PIMCO Total Return Bond MSPGX A R4 0.45%
Select PIMCO Total Return Bond MSPSX S R5 0.10%
Select PIMCO Total Return Bond MSPHX Y SVC 0.20%
Select PIMCO Total Return Bond MSPZX Z I 0.00%
Select Small Cap Value Eq MMQAX A A 0.60%
Select Small Cap Value Eq MMQLX L ADM 0.35%
Select Small Cap Value Eq TBD N R3 0.75%
Select Small Cap Value Eq TBD NEW R4 0.50%
Select Small Cap Value Eq MMQSX S R5 0.15%
Select Small Cap Value Eq MMQYX Y SVC 0.25%
Select Small Cap Value Eq TBD Z I 0.00%
Select Small Co Growth MRWAX A A 0.60%
Select Small Co Growth MMCLX L ADM 0.35%
Select Small Co Growth TBD N R3 0.75%
Select Small Co Growth XXX XXX X0 0.00%
Xxxxxx Xxxxx Xx Growth MSCSX S R5 0.15%
Select Small Co Growth MMCYX Y SVC 0.25%
Select Small Co Growth TBD Z I 0.00%
Select Small Company Value MMYAX A A 0.60%
Select Small Company Value MMYLX L ADM 0.35%
Select Small Company Value MSVNX N R3 0.75%
Select Small Company Value TBD NEW R4 0.50%
26
NEW SHARE
OLD CLASS
SHARE (EFFECTIVE TOTAL
FUND NAME TICKER CLASS 4/1/2014) REVENUE
----------------------------------------------------------------------------------
Select Small Company Value MSVSX S R5 0.15%
Select Small Company Value MMVYX Y SVC 0.25%
Select Small Company Value MSVZX Z I 0.00%
Select SmallCap Growth Eq MMGEX A A 0.60%
Select SmallCap Growth Eq MSGLX L ADM 0.35%
Select SmallCap Growth Eq MSGNX N R3 0.75%
Select SmallCap Growth Eq TBD NEW R4 0.50%
Select SmallCap Growth Eq MSGSX S R5 0.15%
Select SmallCap Growth Eq MSCYX Y SVC 0.25%
Select SmallCap Growth Eq MSGZX Z I 0.00%
Select Strategic Bond MSBAX A A 0.60%
Select Strategic Bond MSBLX L ADM 0.35%
Select Strategic Bond MSBNX N R3 0.75%
Select Strategic Bond TBD NEW R4 0.50%
Select Strategic Bond MBSSX S R5 0.15%
Select Strategic Bond MBSYX Y SVC 0.25%
Select Strategic Bond TBD Z I 0.00%
SmallCap Index TBD NEW R4 0.50%
SmallCap Index MCJLX L ADM 0.35%
SmallCap Index TBD N R3 0.75%
SmallCap Index MCJIX I R5 0.10%
SmallCap Index MCJZX Z I 0.00%
SmallCap Index MCJAX A A 0.60%
SmallCap Index MCJSX S SVC 0.25%
SmallCap Index MCJYX Y ADM 0.35%
27
