HARTFORD LIFE INSURANCE COMPANY
RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 5th of April, 2005, 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 attached
hereto, as may be amended from time to time (each such account hereinafter
referred to as a "SEPARATE ACCOUNT"), IXIS Asset Management Services Company, a
Massachusetts corporation (the "Transfer Agent") and IXIS Asset Management
Distributors, L.P., a Delaware limited partnership (the "UNDERWRITER").
WITNESSETH:
WHEREAS, Underwriter is the distributor and principal underwriter of open-end
management investment companies registered under the Investment Company Act of
1940, as amended (the "1940 Act") (the "Funds") and shares of the Funds are
registered under the Securities and Exchange Act of 1933, as amended (the "1933
Act") (the "Shares"), as set forth in Schedule B attached hereto;
WHEREAS, the Underwriter is registered as a broker-dealer with the Securities
and Exchange Commission (hereinafter the"SEC") under the Securities Exchange Act
of 1934 Act (the "1934 Act") and is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter "NASD") and the Underwriter
is authorized to sell such Shares to unit investment trusts such as the Separate
Accounts at net asset value;
WHEREAS, Transfer Agent is the transfer agent and dividend dispersing agent of
the Funds and is duly registered as a transfer agent under the 1934 Act, and any
applicable state securities laws;
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");
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;
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase Shares in the Funds on behalf of each
corresponding Separate Account set forth on such SCHEDULE A to fund the
Contracts.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Transfer Agent and the Underwriter agree as follows:
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ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Underwriter agrees to sell to the Company those Shares of the Funds,
which the Company orders on behalf of any Separate Account ("Fund Purchase
Orders"), executing such Fund Purchase Orders on a daily basis at the net asset
value ("NAV") next computed after receipt in good order and acceptance by the
Transfer Agent of the Fund. For purposes of this Section, the Company shall be
the limited agent of Distributor for receipt of Fund Purchase Orders. Receipt by
the Company shall constitute receipt by the Transfer Agent of the Fund; provided
that the Transfer Agent of the Fund receives notice of such order via the
National Securities Clearing Corporation (the "NSCC") by 8:00 a.m. a.m. Eastern
Time ("ET") on the next following Business Day (as defined below) and provided
that the Company has in place and at all time during the term of this Agreement
will maintain internal controls reasonably designed to prevent Fund Purchase
Orders received after 4:00 P.M. ET, close of trading on the New York Stock
Exchange ("NYSE") ("Close of Trading") on any Business Day (as defined below)
from being aggregated with orders properly received before such time.
1.2 The Fund will receive all orders to purchase Fund 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 Fund Shares by the
scheduled close of federal funds transmissions on the same Business Day (as
defined below) it places Fund Orders to purchase Fund Shares in accordance with
this Agreeement and using the NSCC's Fund/SERV System ("Fund/SERV"). Payment for
Fund Purchase Orders shall be in federal funds transmitted by wire from the
Fund's designated Settling Bank to the NSCC. "BUSINESS DAY" shall any day on
which the New York Stock Exchange is open for trading. "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.
1.3 Manual Processing of Fund Purchase Orders. If the Company is somehow
prohibited from submitting purchase and settlement instructions to the Transfer
Agent for Fund Shares via the NSCC's DCC&S platform the following shall apply:
1.3(a) The Underwriter agrees to sell the Company those Shares of the Funds as
received by the Company as Fund Orders, Fund Purchase Orders shall be executed
on a daily basis at the NAV next computed after receipt in good order and
acceptance of such Fund Purchase Orders by the Transfer Agent of the Fund. For
purposes of this Section, the Company shall be limited agent of Distributor for
the receipt of Fund Purchase Orders and receipt by the Company shall constitute
receipt by the Transfer Agent of the Fund; provided that the Transfer Agent of
the Fund receives notice of such order by 9:00 a.m. Eastern Time on the next
following Business Day and provided that the Company has in place and at all
time during the term of this Agreement will maintain internal controls
reasonably designed to prevent Fund Purchase Orders received after Close of
Trading on any Business Day from being aggregated with orders properly received
before such time.
1.3(b) The Company shall pay for Fund Shares purchased via Fund Purchase Orders
by the scheduled close of federal funds transmissions on the same Business Day
it places an order to purchase Fund Shares in accordance with this section.
Payment shall be in federal funds transmitted by wire to the Fund's designated
custodian.
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1.4 The Underwriter agrees to make Shares of the Funds available in accordance
with the terms of the applicable Fund's prospectus ("Prospectus") and statement
of additional information ("SAI") for purchase at the applicable NAV per share
by the Company on Business Days; provided, however, that the Fund and
Underwriter may refuse to sell Shares of any Fund to any person, or suspend or
terminate the offering of Shares of any Fund if such action is required by law
or by regulatory authorities having jurisdiction or is, in the sole discretion
of the Fund and Underwriter, acting in good faith and in compliance with federal
and any applicable state laws, necessary in the best interests of the
shareholders of any Fund.
1.5 The Underwriter agrees 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 NAV next
computed after receipt and acceptance by the Transfer Agent of the Fund or its
designee of the request for redemption ("Fund Redemption Orders"). For purposes
of this Section, the Company shall be the designee of the Fund for the limited
purpose of receipt of Fund Redemption Orders from each Separate Account and
receipt by the Company shall constitute receipt by the Transfer Agent of the
Fund; provided the Transfer Agent of the Fund or the Underwriter receives notice
of such request for redemption via the NSCC by 6:00 a.m. ET on the next
following Business Day. The Fund will receive all Fund Redemption Orders 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
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 Transfer Agent for the Fund or the Underwriter receives notice
of the redemption order from the Company provided that the Transfer Agent for
the Fund or the Underwriter receives notice by 6:00 a.m. ET on such Business
Day.
1.6 Manual Processing of Fund Redemption Orders. If the Company is somehow
prohibited from submitting Fund Redemption Orders and settlement instructions to
the Transfer Agent for Fund Shares via the NSCC's DCC&S platform the following
shall apply:
1.6(a) The Transfer Agent for 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 NAV next computed after receipt and acceptance by the
Transfer Agent for the Fund or its designee of the request for redemption. For
purposes of this Section, the Company shall be the limited agent of the Fund for
receipt of Fund Redemption Orders and receipt by such limited agent shall
constitute receipt by the Transfer Agent of the Fund; provided the Transfer
Agent of the Fund or the Underwriter receives notice of such request for
redemption by 9:00 a.m. ET 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 day following the Business Day the Fund or the Underwriter
receives actual notice of the redemption order from the Company ("T+2");
provided, however that the Transfer Agent for the Fund or the Underwriter
receive notice by 9:00 a.m. ET on such Business Day.
1.7 The Company shall not aggregate Fund Purchase Orders and Fund Redemption
Orders and will place separate orders to purchase or redeem Shares of each Fund.
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1.8 The parties agree that the Contracts are not intended to serve as vehicles
for frequent transfers among the Funds in response to short-term stock market
fluctuations. The Underwriter, Transfer Agent and Company agree to cooperate to
deter transfer activity in the Funds where such activity occurs through the
Contracts and has been identified by the Funds as abusive or following a "market
timing" pattern ("Abusive Transfers"). The parties acknowledge and agree that
the insurance contracts may not give Hartford the ability to restrict transfers
and that Hartford does not have the ability to track, in real time, individual
transfers in omnibus accounts or in all insurance contracts. The parties agree
to notify Hartford of transfer activity that Fund deems to be Abusive Transfer
activity. After receiving such notice from the Fund, Hartford agrees that it
will notify the applicable Plan sponsors to request that the Plan sponsor take
appropriate action to limit Abusive Transfers at the plan level. The
Underwriter, Transfer Agent and Company agree to amend this provision as
necessary to reflect any applicable law changes.
1.9 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.
1.10 The Underwriter or Transfer Agent shall furnish prior day and same day
notice to the Company of any income, dividends or capital gain distributions
payable on the Fund's Shares. The Company hereby elects to receive all such
dividends and distributions as are payable on a Fund's Shares in the form of
additional Shares of that Fund. The Transfer Agent shall notify the Company of
the number of Shares so issued as payment of such dividends and distributions no
later than one Business Day after issuance. The Company reserves the right to
revoke this election and to receive in cash all such dividends and distributions
declared after receipt of written notice of revocation by the Transfer Agent and
Underwriter.
1.11 Transfer Agent shall make best efforts to make the NAV per share of each
Fund 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 6:45
p.m. ET on each such Business Day.
1.12(a) If the Underwriter or the Transfer Agent provides materially incorrect
share NAV information through no fault of the Company, the Separate Accounts
shall be entitled to an adjustment with respect to the Series shares purchased
or redeemed to reflect the correct NAV per share.
1.13(b) The determination of the materiality of any NAV 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 NAV per share,
dividend or capital gain information shall be reported promptly to the Company
upon discovery. The Underwriter 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 FundFund as an investment
option ("Contract Owners"), and which amount is due to the Fund's or its agents'
material miscalculation and/or incorrect reporting of the daily NAV, dividend
rate or capital gains distribution rate. The Company shall submit an invoice to
the Trust or its 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 Fund or its agents result in a gain to the Company, the
Company shall immediately reimburse the Fund, the applicable Funds or its agents
for any material losses incurred by the Fund, the applicable Funds or its agents
as a result of the incorrect calculation. Should a material miscalculation by
the Fund or its agents result in a gain to Contract owners, the Company will
consult
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with the Fund or its designee as to what efforts shall be made to recover the
money and repay the Fund, the applicable Fund or its agents. The Company shall
then make such effort, at the expense of the Fund or its agents, to recover the
money and repay the Fund, the applicable Funds or its 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 Company represents and warrants that (i) it will act only on behalf of
its customer(s) in its dealings with the other party or funds; (ii) it has
established policies and procedures designed to prevent and detect money
laundering, including processes to meet the anti-money laundering requirements
of the USA PATRIOT Act and the rules and regulations promulgated thereunder and
any applicable requirements of the Office of Foreign Assets Control ("OFAC");
(iii) it has identified, and will continue to identify, the customer(s) for whom
they act and the sources of funds for all customer(s) for whom it acts and will
retain all documentation, as may be required, necessary to identify those
customer(s) and the source of funds; (iv) it does not believe, and has no reason
to believe, that any customer(s) for whom it acts are engaged in money
laundering activities or are associated with any terrorist or other individuals,
entities, or organizations sanctioned by the United States or the jurisdictions
in which the party does business; and (v) it will notify the appropriate
regulatory authority, and make reasonable efforts to notify the other party, in
the event it believes, or has reason to believe, that any of the customer(s) for
whom it acts are engaged in money laundering activities or are associated with
any terrorist or other individuals, entities or organizations sanctioned by the
United States or the jurisdictions in which the party does business.
2.3 The Company represents and warrants that (i) it has, or shall establish,
and maintains effective internal policies and controls, including operational
and system controls, with respect to the processing of orders of the Funds
received prior to and after the Close of Trading. For all transactions in the
Funds, the Company shall follow all applicable laws, rules and regulations and
shall establish internal policies regarding the timely handling of Fund Orders
and maintain effective internal controls over the
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ability to distinguish and appropriately process Fund Orders received prior to
and after the Close of Trading, including, but not limited to, operational and
systems controls; (ii) each time that it accepts a Fund Order on behalf of a
Fund, the Company's policies and procedures provide reasonable assurance that
Fund Orders received by the Company prior to the Close of Trading are segregated
from Fund Orders received by the Company after the Close of Trading and are
properly transmitted to the Transfer Agent for execution at the Fund's current
day NAV; (iii) its policies and procedures provide reasonable assurances that
Fund Orders received by the Company after the Close of Trading are properly
transmitted to the Transfer Agent for execution at the Fund's next day NAV; (iv)
its policies and procedures provide reasonable assurance that transactional
information is delivered to the Transfer Agent in a timely manner; (v) it has
designed procedures to provide reasonable assurance that policies with regard to
the receipt and processing of Fund Orders are complied with. Such procedures
either prevent or detect on a timely basis instances of noncompliance with the
policies governing the receipt and processing of Fund Orders; and (vi) policies
and procedures governing the timely handling of Fund Orders have been designed
and implemented effectively by all affiliates and third parties to whom Company
has designated the responsibility to distinguish and appropriately process Fund
Orders received prior to and after the Close of Trading.
2.4 The Underwriter represent and warrant that (i) Fund Shares sold pursuant to
this Agreement shall be registered under the 1933 Act and duly authorized for
issuance in accordance with applicable law and that the Fund is and shall remain
registered under the 1940 Act for as long as the Fund Shares are sold; (ii) the
Fund shall amend the registration statement for its Shares under the 1933 Act
and the 1940 Act from time to time as required in order to effect the continuous
offering of its Shares; and (iii) the Fund shall register and qualify its Shares
for sales in accordance with the laws of the various states only if and to the
extent deemed advisable by the Fund or the Underwriter.
2.5 The Underwriter represents that each Fund (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 Fund has ceased to so qualify or might
not so qualify in the future.
2.6 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Underwriter represents that the 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.
2.7 The Underwriter and Transfer Agent make no representation as to whether any
aspect of its operations (including, but not limited to, fees and expenses and
investment policies) complies with the insurance laws or insurance regulations
of the various states except that the Underwriter represents that the Fund's
investment policies, fees and expenses are and shall at all times remain in
compliance with applicable laws.
2.8 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 1940 Act.
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2.9 The Underwriter represents that the Funds are lawfully organized and
validly existing under the laws of the Commonwealth of Massachusetts and that it
does and will comply in all material respects with applicable laws.
2.10 The Underwriter represents and warrants that all of its
Trustees/Directors, officers, employees, investment advisers, and other
individuals/entities having access to the funds and/or securities of the Fund
are and continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required by Rule 17g-1 under the 1940 Act or related
provisions as may be promulgated from time to time. The aforesaid bond includes
coverage for larceny and embezzlement and is issued by a reputable bonding
company.
2.11 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.
2.12 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 Underwriter shall provide the Company at no charge with as many
printed copies of the Fund's current Prospectus and SAI as the Company may
reasonably request. If requested by the Company, in lieu of providing
printed copies of the Fund's current Prospectus and SAI, the Underwriter
shall provide PDF files containing the Fund's Prospectus and SAI, and such
other assistance as is reasonably necessary in order for the Company once
each year (or more frequently if the Prospectus and/or SAI 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
SAI in combination with other fund companies' prospectuses and statements
of additional information.
3.2(a) The Underwriter 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 Underwriter 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 or its designated agent shall pay for all
costs for typesetting, printing and distributing proxy materials.
3.3. The Fund's SAI shall be obtainable by Contract owners from the Fund, the
Underwriter, the Transfer Agent, the Company or such other person as the Fund
may designate.
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3.4 If, and to the extent required by law, the Company shall distribute all
proxy material furnished by a designated agent of 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 Fund 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 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 Underwriter represents that the Fund will comply with all provisions of
the 1940 Act requiring voting by shareholders and that the Fund will not hold
annual meetings but will hold such special meetings as may be necessary from
time to time. Further, the Underwriter represents that 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 Fund's Transfer Agent or the Underwriter is
described, at least ten (10) 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 within ten (10) Business Days
will be deemed approval. Such approval process shall not apply to subsequent
usage of materials that are substantially similar to prior approved materials.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Fund
or concerning the Fund, the Transfer Agent, the Underwriter or any of their
affiliates, 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
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promotional material approved by the Fund, the Underwriter or its designee,
except with the permission of the Fund or its designee.
4.3 The Underwriter 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 Transfer Agent nor the Underwriter shall give any information
or make any representations on behalf of the Company or concerning the Company,
each Separate Account, or the Contracts other than the information or
representations contained in the Contracts, a disclosure document, registration
statement or prospectus for the Contracts (if applicable), as such registration
statement and prospectus may be amended or supplemented from time to time, or in
published reports for each Separate Account which are in the public domain or
approved by the Company for distribution to Contract owners or participants, or
in sales literature or other promotional material approved by the Company,
except with the permission of the Company.
4.5 The Underwriter 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 and the Underwriter 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, the Underwriter, or the Transfer
Agent and that all use of any designation comprised in whole or part or such
names or marks under this Agreement shall inure to the benefit of the Fund, the
Transfer Agent 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, the Transfer Agent
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and 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 Transfer Agent 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 Underwriter and Transfer Agent shall not use any such names or
marks on its own behalf or on behalf of a Fund in connection with marketing the
Fund without prior written consent of the Company. Upon termination of this
Agreement for any reason, the Fund, the Transfer Agent and Underwriter shall
cease all use of any such names or marks.
ARTICLE V. Fees and Expenses
5.1 The Underwriter shall pay the fees and expenses provided for in the
attached SCHEDULE B; provided, however that any obligation of Underwriter to
Company to pay such any such fee shall not arise unless and until receipt by
Underwriter from the Funds or an affiliate of monies intended to be used by
Underwriter for such purpose and in amounts sufficient for such purposes.
Company acknowledges that payments to it may be funded by payments Underwriter
receives from the Funds under a plan of distribution adopted by the Funds
pursuant to rule 12b-1 under the 1940 Act ("12b-1 Plan"); if this is the case,
Company will provide such information to Underwriter as is reasonably necessary
for Underwriter to comply with its obligations under the 12b-1 Plan. Except as
otherwise specifically provided in this Agreement, each party shall bear all
expenses incidental to the performance of its obligations under this Agreement.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the
Underwriter, the Transfer Agent and each of their respective affiliates and each
of their respective trustees, directors, officers, employees or agents and each
person, if any, who controls the Fund, the Transfer Agent 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
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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 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 Transfer Agent); 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 Fund.
6.2 Indemnification By the Underwriter
(a) The Underwriter agrees, with respect to each Fund 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
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Parties may become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements are related to the sale or
acquisition of the Shares of the Funds 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 Fund Shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund or the Underwriter or persons
under their respective control and other than statements or
representations authorized by the Company); or (b) the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty of the Fund or the Underwriter or persons under the control of
the Fund or the Underwriter, respectively, with respect to the sale
or distribution of the Contracts or Fund Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material with respect to the Contracts (or any
amendment thereof or supplement thereto), or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon and in conformity with information furnished to the
Company by the 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 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
Transfer Agent in this Agreement or arise out of or result from any
other material breach of this Agreement by the Underwriter or the
Transfer Agent; except to the extent provided in Sections 6.2(b) and
6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such loss,
claim, damage, liability or litigation is due to the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty by the party seeking
indemnification.
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(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 Transfer Agent
(a) The Transfer Agent 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 and 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 or the Contracts and (i) arise as
a result of any material failure by the Transfer Agent to provide the services
under the terms of this Agreement; or (ii) arise out of or result from any
material breach of any representation and/or warranty made by the Transfer Agent
in this Agreement or arise out of or result from any other material breach of
this Agreement by the Transfer Agent; 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 Transfer Agent of the commencement of any litigation or
proceedings against it in connection with this Agreement.
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
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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 ninety (90) days 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 Transfer Agent upon
institution of formal proceedings against the Company by the NASD, NASD
Regulation, Inc. ("NASDR"), the SEC, the insurance commission of any state or
any other regulatory body regarding the Company's duties under this Agreement or
related to the sale of the Contracts, the administration of the Contracts, the
operation of the Separate Accounts, or the purchase of the Fund Shares, which in
the judgment of the Fund, the Underwriter or the Transfer Agent are reasonably
likely to have a material adverse effect on the Company's ability to perform its
obligations under this Agreement; or
(c) at the option of the Company upon institution of formal proceedings against
the Underwriter or the Transfer Agent by the NASD, NASDR, the SEC, or any state
securities or insurance department or any other regulatory body, related to the
purchase or sale of 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 Transfer Agent's ability to perform its
obligations under this Agreement; or
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(d) at the option of the Company if a Fund 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 Fund 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 Underwriter or the Transfer
Agent has suffered a material adverse change in its business, operations or
financial condition since the date of this Agreement or is the subject of
material adverse publicity which is likely to have a material adverse impact
upon the business and operations of the Company; or
(g) at the option of the Underwriter or the Transfer Agent if the Underwriter
or the Transfer Agent respectively, shall determine in its sole judgment
exercised in good faith, that the Company has suffered a material adverse change
in its business, operations or financial condition since the date of this
Agreement or is the subject of material adverse publicity which is likely to
have a material adverse impact upon the business and operations of the Fund or
Underwriter.
(h) at the option of the Underwriter or the Transfer Agent upon termination of
the distribution agreement between the Underwriter and the Fund or upon the
termination of the transfer agency agreement between the Transfer Agent and the
Fund.
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 Fund'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.
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8.4 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to Section
8.1(a) through 8.1(g) of this Agreement and subject to Section 1.2 of this
Agreement, the Company may require the Fund and the Underwriter to continue to
make available additional shares of the Fund for so long after the termination
of this Agreement as the Company desires pursuant to the terms and conditions of
this Agreement as provided in paragraph (b) below, for all Contracts in effect
on the effective date of termination of this Agreement (hereinafter referred to
as "EXISTING CONTRACTS"), unless such further sale of Fund shares is proscribed
by law, regulation, prospectus, statement of additional information, 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, prospectus,
statement of additional information, or an applicable regulatory body.
(b) Except for termination under Section 8.1(h) hereof or as may be set forth
in the applicable Fund's prospectus or statement of additional information,
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.
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
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If to the Transfer Agent or Underwriter:
IXIS Asset Management Services Company
IXIS Asset Management Distributors, L.P.
000 Xxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Counsel
with a copy to:
Attention: Dealer Operations / IXIS Asset Management
Distributors, L.P.
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.
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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.
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.
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 IXIS Asset Management Distributors, L.P.
By: IXIS Asset Management Distribution
Corporation, its general partner
By /s/ Xxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxx
------------------------------ ------------------------------
Name: Xxxx Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: President & CEO
IXIS Asset Management Services Company
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: President & CEO
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SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC
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SCHEDULE B
FUNDS & FEES
In consideration of the services provided by the Company, Underwriter agrees to
pay the Company an amount equal to the following basis points per annum on the
average aggregate amount invested by the Company's Separate Account(s) in each
Fund under the Fund Participation Agreement. Invoice with respect to fees paid
to the Company shall be prepared by the Company and be delivered to UNDERWRITER
by no later than thirty (30) days following the end of the applicable calendar
quarter. Such invoice shall include information regarding the fund level
breakdown of assets per Fund.
FUND SHARE CLASS TICKER CUSIP ANNUAL FEE RATE
---------------------------------------------------------------------------------------------------------------------------------
BOND FUNDS
Xxxxxx Xxxxxx Core Plus Bond Fund A NEFRX 12506R-78-1 0.40%
Xxxxxx Xxxxxx Limited Term Government & Agency Fund A NEFLX 543487-35-9 0.40%
Xxxxxx Xxxxxx High Income Fund A NEFHX 543487-38-3 0.40%
Xxxxxx Xxxxxx Strategic Income Fund A NEFZX 543487-28-4 0.45%
Xxxxxx Xxxxxx Strategic Income Fund Y NEZYX 543487-25-0 0.20%
Xxxxxx Xxxxxx Investment Grade Bond Fund A LIGRX 543487-14-4 0.45%
Xxxxxx Xxxxxx Investment Grade Bond Fund Y LSIIX 543487-13-6 0.15%
Xxxxxx Xxxxxx Bond Fund Institutional LSBDX 543495-84-0 0.15%
Xxxxxx Xxxxxx Bond Fund Retail LSBRX 543495-83-2 0.25%
Xxxxxx Xxxxxx Bond Fund Admin LBFAX 543495-85-7 0.50%
Xxxxxx Xxxxxx Global Bond Fund Institutional LSGBX 543495-78-2 N/A
Xxxxxx Xxxxxx Global Bond Fund Retail LSGLX 543495-77-4 0.25%
Xxxxxx Xxxxxx Inflation Protected Securities Fund Institutional LSGSX 543495-76-6 N/A
EQUITY FUNDS
AEW Real Estate Fund A NRFAX 12506N-10-3 0.60%
Westpeak Capital Growth Fund A NEFCX 12506R-50-0 0.50%
Xxxxxx Associates Large Cap Value Fund A NEFOX 12506S-10-2 0.60%
Xxxxxx Associates Focused Value Fund A NRSAX 12506T-80-3 0.60%
CDC Nvest Star Advisers Fund A NEFSX 12506R-67-4 0.50%
Xxxxxxx Xxxxxx Small Cap Value Fund A NEFJX 12506R-71-6 0.50%
CDC Nvest Star Value Fund A NEFVX 12506R-58-3 0.50%
Xxxxxxxxxx International Fund A NEFDX 12506R-74-0 0.60%
CGM Advisors Targeted Equity Fund A NEFGX 12506R-54-2 0.50%
Xxxxxx Xxxxxx Growth Fund A LGRRX 543487-12-8 0.60%
Xxxxxx Xxxxxx Growth Fund Y LSGRX 543487-11-0 0.25%
Xxxxxx Xxxxxx Research Fund A LSRRX 543488-30-8 0.50%
Xxxxxx Xxxxxx Aggressive Growth Fund Institutional LSAIX 543487-79-7 N/A
Xxxxxx Xxxxxx Aggressive Growth Fund Retail Retail LAGRX 543487-63-1 0.25%
Xxxxxx Xxxxxx Small Cap Growth Fund Institutional LSSIX 543487-85-4 N/A
Xxxxxx Xxxxxx Small Cap Growth Fund Retail LCGRX 543487-68-0 0.25%
Xxxxxx Xxxxxx Small Cap Value Fund Institutional LSSCX 543495-81-6 N/A
Xxxxxx Xxxxxx Small Cap Value Fund Retail LSCRX 543495-79-0 0.25%
Xxxxxx Xxxxxx Small Cap Value Fund Admin LSVAX 543495-82-4 0.50%
Xxxxxx Xxxxxx Worldwide Fund Institutional LSWWX 543487-87-0 N/A
Xxxxxx Xxxxxx Value Fund Institutional LSGIX 543487-20-1 N/A
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Each Fund and Class of Shares noted above may be offered and sold only in
accordance with the terms and conditions set forth in the respective Fund's
Prospectus and SAI, as may be amended from time to time. The Underwriter advises
that it, as well as the Funds, may periodically close to new purchases of shares
or refuse any order to buy shares if the Fund determines that doing so would be
in the best interests of the Fund and its shareholders. Consult the Funds'
Prospectuses for more information.
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HARTFORD LIFE INSURANCE COMPANY
RETAIL FUND PARTICIPATION AGREEMENT
AMENDMENT
THIS AMENDMENT, entered into this 15th day of September, 2008 is by and between
Hartford Life Insurance Company ("Company") and Natixis Distributors, L.P.
(formerly IXIS Asset Management Distributors, L.P.) ("Underwriter").
WHEREAS, Company, IXIS Asset Management Services Company and IXIS Asset
Management Distributors, L.P. are parties to a certain
Retail Fund Participation
Agreement dated April 5, 2005 (the "Agreement");
WHEREAS, all the defined terms of the Agreement have the same meaning in this
amendment;
WHEREAS, Company issues certain group variable annuity contracts and group
finding agreements 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;
WHEREAS, Underwriter is the distributor for the Funds ;
WHEREAS, pursuant to the Agreement, to the extent permitted by applicable
insurance laws and regulations, Company purchases shares in the Funds on behalf
of the Separate Accounts of the Company;
WHEREAS, effective November 1, 2005, IXIS Asset Management Services Company was
no longer the transfer agent of the Funds, as such services were outsourced to
Boston Financial Services Company, an agent of the Funds;
WHEREAS, effective November 1, 2005 all references to IXIS Asset Management
Services Company shall be replaced with references to the Underwriter and all
obligations of IXIS Asset Management Services Company shall be assumed by
Underwriter directly or by Underwriter through the Funds' designated transfer
agent;
WHEREAS, effective August 1, 2007, IXIS Asset Management Distributors, L.P.
changed its name to Natixis Distributors;
NOW, THEREFORE, in consideration of their mutual promises, Company and
Underwriter hereby agree to amend the Agreement as follows:
1. All references to IXIS Asset Management Distributors, L.P. are hereby changed
to Natixis Distributors, L.P.
2. Schedule B. Schedule B is deleted in its entirety and replaced with the
Schedule B attached hereto.
The Agreement, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY NATIXIS DISTRIBUTORS L.P.
By: Natixis Distribution
Corporation, its general partner
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxx Xxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx
Title: Assistant Vice President Title: Executive Vice President,
Chief Financial Officer
2
SCHEDULE B
LIST OF FUNDS & FEES
ANNUAL FEE
FUND SHARE CLASS RATE TICKER
-------------------------------------------------------------------------------------------
BOND FUNDS:
Xxxxxx Xxxxxx Bond Fund Admin 60 LBFAX
Xxxxxx Xxxxxx Bond Fund Retail 35 LSBRX
Xxxxxx Xxxxxx Bond Fund Institutional 20 LSBDX
Xxxxxx Xxxxxx Core Plus Bond Fund A 45 NEFRX
Xxxxxx Xxxxxx Core Plus Bond Fund Y 20 NERYX
Xxxxxx Xxxxxx Global Bond Fund Retail 35 LSGLX
Xxxxxx Xxxxxx Global Bond Fund Institutional 20 LSGBX
Xxxxxx Xxxxxx High Income Fund A 45 NEFHX
Xxxxxx Xxxxxx High Income Fund Y 20 NEHYX
Xxxxxx Xxxxxx International Bond Fund A 45 LSIAX
Xxxxxx Xxxxxx International Bond Fund Y 20 LSIYX
Xxxxxx Xxxxxx Investment Grade Bond Fund A 45 LIGRX
Xxxxxx Xxxxxx Investment Grade Bond Fund Y 15 LSIIX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund A 45 NEFLX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund Y 20 NELYX
Xxxxxx Xxxxxx Strategic Income Fund A 45 NEFZX
Xxxxxx Xxxxxx Strategic Income Fund Y 20 NEZYX
EQUITY FUNDS:
AEW Real Estate Fund A 55 NRFAX
AEW Real Estate Fund Y 35 NRFYX
CGM Advisors Targeted Equity Fund A 40 NEFGX
CGM Advisors Targeted Equity Xxxx X 00 XXXXX
Xxxxxxx Fund A 55 GATEX
Gateway Fund Y 20 GTEYX
Xxxxxxxxxx International Fund A 55 NEFDX
Xxxxxx Associates Focused Value Fund A 55 NRSAX
Xxxxxx Associates Large Cap Value Fund A 55 NEFOX
Xxxxxx Associates Large Cap Value Fund Y 20 NEOYX
Xxxxxxxxxx International Growth Fund Advisor 35 HITGX
Xxxxxxxxxx International Growth Fund Institutional 20 HITGX
Xxxxxxxxxx International Value Fund Advisor 35 HIVVX
Xxxxxxxxxx International Value Fund Institutional 20 HINTX
Xxxxxxxxxx International Core Fund Advisor 35 HICCX
Xxxxxxxxxx International Core Fund Institutional 20 HICFX
Xxxxxxxxxx Emerging Markets Fund Advisor 35 HEMMX
Xxxxxxxxxx Emerging Markets Fund Institutional 20 HEMGX
Natixis Income Diversified Portfolio A 45 IIDPX
Natixis Moderate Diversified Portfolio A 55 AMDPX
Natixis U.S. Diversified Portfolio A 55 NEFSX
Natixis U.S. Diversified Portfolio Y 20 NESYX
Xxxxxx Xxxxxx Mid Cap Growth Fund Retail 40 LAGRX
Xxxxxx Xxxxxx Mid Cap Growth Fund Institutional 15 LSA1IX
Xxxxxx Xxxxxx Growth Fund A 55 LGRRX
Xxxxxx Xxxxxx Growth Fund Y 25 LSGRX
Xxxxxx Xxxxxx Global Markets Fund A 55 LGMAX
Xxxxxx Xxxxxx Global Markets Fund Y 25 LSWWX
Xxxxxx Xxxxxx Research Fund A 55 LSRRX
Xxxxxx Xxxxxx Research Fund Y 25 LISRX
Xxxxxx Xxxxxx Small Cap Growth Fund Retail 40 LCGRX
Xxxxxx Xxxxxx Small Cap Growth Fund Institutional 15 LSSIX
Xxxxxx Xxxxxx Small Cap Value Fund* Admin 60 LSVAX
Xxxxxx Xxxxxx Small Cap Value Fund* Retail 40 LSCRX
Xxxxxx Xxxxxx Small Cap Value Fund* Institutional 15 LSSCX
Xxxxxx Xxxxxx Value Fund A 55 LSVRX
3
ANNUAL FEE
FUND SHARE CLASS RATE TICKER
-------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx Value Fund Y 25 LSGIX
Xxxxxxx Xxxxxx Small Cap Value Fund A 55 NFJX
Xxxxxxx Xxxxxx Small Cap Value Fund Y 25 NEJYX
------------
* XXXXXX XXXXXX SMALL CAP VALUE FUND WILL BE CLOSED TO NEW INVESTORS EFFECTIVE
SEPTEMBER 15, 2008.
Each Fund and Class of Shares noted above may be offered and sold only in
accordance with the terms and conditions set forth in the respective Fund's
prospectus and statement of additional information, as amended from time to
time. The Funds and the Underwriter reserve the right to periodically close a
Fund to new purchases of shares or refuse/limit any purchase or exchange order
for any reason, including if the transaction is deemed not to be in the best
interests of the Fund and its shareholders or is deemed disruptive to the
management of the Fund. Consult the Funds' prospectuses for more information.
Annual Fee Rates, as set forth above, are only available for defined
contribution business serviced by Company. Annual Fee Rates include fees
available to intermediaries through the relevant Fund's I2b-1 plan. Payments
under 12b-1 shall be made to the broker dealer of record on the account, if such
broker dealer has a valid agreement with the Underwriter.
4
HARTFORD LIFE INSURANCE COMPANY
RETAIL FUND PARTICIPATION AGREEMENT
AMENDMENT
THIS AMENDMENT, entered into this 14 day of November, 2008 is by and between
Hartford Life Insurance Company ("Company") and Natixis Distributors, L.P.
(formerly IXIS Asset Management Distributors, L.P.) ("Underwriter" or
"Distributor").
WHEREAS, Company, IXIS Asset Management Services Company and IXIS Asset
Management Distributors, L.P. are parties to a certain
Retail Fund Participation
Agreement dated April 5, 2005 (the "Agreement");
WHEREAS, Company issues certain group variable annuity contracts and group
funding agreements 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;
WHEREAS, Distributor is the distributor for various open-end management
investment companies (each, a "Trust") consisting of multiple series (each, a
"Fund");
WHEREAS, pursuant to the Agreement, to the extent permitted by applicable
insurance laws and regulations, Company purchases shares in the Funds on behalf
of the separate accounts of the Company;
WHEREAS, effective November 1, 2005, IXIS Asset Management Services Company was
no longer the transfer agent of the Funds, as such services were outsourced to
Boston Financial Services Company, an agent of the Funds;
WHEREAS, effective November 1, 2005 all references to IXIS Asset Management
Services Company shall be replaced with references to the Distributor and all
obligations of IXIS Asset Management Services Company shall be assumed by
Distributor directly or by Distributor through the Funds' designated transfer
agent;
WHEREAS, effective August 1, 2007, IXIS Asset Management Distributors, L.P.
changed its name to Natixis Distributors;
NOW, THEREFORE, in consideration of their mutual promises, Company and
Distributor hereby agree to amend the Agreement as follows:
1. SCHEDULE B. Schedule B is deleted in its entirety and replaced with the
Schedule B attached hereto.
The Agreement, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY NATIXIS DISTRIBUTORS, L.P.
By: Natixis Distribution Corporation,
its general Partner
By: /s/ Xxxxx Xxxxx BY: /s/ Xxxxxxx Xxxx Xxxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx
Title: Assistant Vice President Title: Executive Vice President, Chief
Financial Officer
2
SCHEDULE B
LIST OF FUNDS & FEES
In consideration of the services provided by the Company, Distributor agrees to
pay the Company an amount equal to the following basis points per annum on the
average aggregate amount invested by the Company's Separate Account(s) in each
Fund under the Fund Participation Agreement. Invoices with respect to fees
payable to the Company shall be prepared by the Company and be delivered
electronically to Distributor at xxxxxxxx@xx.xxxxxxx.xxx no later than thirty
(30) days following the end of the applicable calendar quarter. Such invoice
shall include information regarding the fund level breakdown of assets per Fund.
Distributor shall advise Company within forty-five (45) days of receipt of the
invoice if it disagrees with any information set forth on the statement, and the
parties agree to work diligently and in good faith to resolve any disagreements
as to the calculation of fees hereunder. Payments shall be by wire transfer,
unless the amount hereof is less than $250. Amounts less than $250 may, at the
Distributor's discretion, be paid by check
ANNUAL FEE
FUND SHARE CLASS RATE TICKER
-----------------------------------------------------------------------------------------------------
BOND FUNDS:
Xxxxxx Xxxxxx Bond Fund Admin 60 LBFAX
Xxxxxx Xxxxxx Bond Fund Retail 35 LSBRX
Xxxxxx Xxxxxx Bond Fund Institutional 20 LSBDX
Xxxxxx Xxxxxx Core Plus Bond Fund A 45 NEFRX
Xxxxxx Xxxxxx Core Plus Bond Fund Y 20 NERYX
Xxxxxx Xxxxxx Global Bond Fund Retail 35 LSGLX
Xxxxxx Xxxxxx Global Bond Fund Institutional 20 LSGBX
Xxxxxx Xxxxxx High Income Fund A 45 NEFHX
Xxxxxx Xxxxxx High Income Fund Y 20 NEHYX
Xxxxxx Xxxxxx International Bond Fund A 45 LSIAX
Xxxxxx Xxxxxx International Bond Fund Y 20 LSIYX
Xxxxxx Xxxxxx Investment Grade Bond Fund A 45 LIGRX
Xxxxxx Xxxxxx Investment Grade Bond Fund Y 15 LSIIX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund A 45 NEFLX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund Y 20 NELYX
Xxxxxx Xxxxxx Strategic Income Fund A 45 NEFZX
Xxxxxx Xxxxxx Strategic Income Fund Y 20 NEZYX
EQUITY FUNDS:
AEW Real Estate Fund A 55 NRFAX
AEW Real Estate Fund Y 35 NRFYX
CGM Advisors Targeted Equity Fund A 40 NEFGX
CGM Advisors Targeted Equity Fund Y 15 NEGYX
Delafield Select Fund A 55 DESAX
Delafield Select Fund Y 25 DESYX
Gateway Fund A 55 GATEX
Gateway Fund Y 20 GTEYX
Xxxxxxxxxx International Fund A 55 NEFDX
Xxxxxx Associates Focused Value Fund A 55 NRSAX
Xxxxxx Associates Large Cap Value Fund A 55 NEFOX
Xxxxxx Associates Large Cap Value Fund Y 20 NEOYX
Xxxxxxxxxx International Growth Fund Advisor 35 HIGGX
Xxxxxxxxxx International Growth Fund Institutional 20 HITGX
Xxxxxxxxxx International Value Fund Advisor 35 HIVVX
Xxxxxxxxxx International Value Fund Institutional 20 HINTX
Xxxxxxxxxx International Core Fund Advisor 35 HICCX
Xxxxxxxxxx International Core Fund Institutional 20 HICFX
Xxxxxxxxxx Emerging Markets Fund Advisor 35 HEMMX
Xxxxxxxxxx Emerging Markets Fund Institutional 20 HEMGX
3
ANNUAL FEE
FUND SHARE CLASS RATE TICKER
-----------------------------------------------------------------------------------------------------
Natixis Income Diversified Portfolio A 45 IIDPX
Natixis Moderate Diversified Portfolio A 55 AMDPX
Natixis U.S. Diversified Portfolio A 55 NEFSX
Natixis U.S. Diversified Portfolio Y 20 NESYX
Xxxxxx Xxxxxx Mid Cap Growth Fund Retail 40 LAGRX
Xxxxxx Xxxxxx Mid Cap Growth Fund Institutional 15 LSAIX
Xxxxxx Xxxxxx Growth Fund A 55 LGRRX
Xxxxxx Xxxxxx Growth Fund Y 25 LSGRX
Xxxxxx Xxxxxx Global Markets Fund A 55 LGMAX
Xxxxxx Xxxxxx Global Markets Fund Y 25 LSWWX
Xxxxxx Xxxxxx Research Fund A 55 LSRRX
Xxxxxx Xxxxxx Research Fund Y 25 LISRX
Xxxxxx Xxxxxx Small Cap Growth Fund Retail 40 LCGRX
Xxxxxx Xxxxxx Small Cap Growth Fund Institutional 15 LSSIX
Xxxxxx Xxxxxx Small Cap Value Fund* Admin 60 LSVAX
Xxxxxx Xxxxxx Small Cap Value Fund* Retail 40 LSCRX
Xxxxxx Xxxxxx Small Cap Value Fund* Institutional 15 LSSCX
Xxxxxx Xxxxxx Value Fund A 55 LSVRX
Xxxxxx Xxxxxx Value Fund Y 25 LSGIX
Xxxxxxx Xxxxxx Small Cap Value Fund A 55 NEFJX
Xxxxxxx Xxxxxx Small Cap Value Fund Y 25 NEJYX
Xxxxxxx Xxxxxx Value Opportunity Fund** A 55 [TBD]
Xxxxxxx Xxxxxx Value Opportunity Fund** Y 25 [TBD]
------------
* THE XXXXXX XXXXXX SMALL CAP VALUE FUND WILL BE CLOSED TO NEW INVESTORS
EFFECTIVE SEPTEMBER 15, 2008.
** THE XXXXXXX XXXXXX VALUE OPPORTUNITY FUND IS ANTICIPATED TO BE AVAILABLE ON
OR AROUND OCTOBER 31, 2008.
Each Fund and Class of Shares noted above may be offered and sold only in
accordance with the terms and conditions set forth in the respective Fund's
prospectus and statement of additional information, as amended from time to
time. The Funds and the Distributor reserve the right to periodically close a
Fund to new purchases of shares or refuse/limit any purchase or exchange order
for any reason, including if the transaction is deemed not to be in the best
interests of the Fund and its shareholders or is deemed disruptive to the
management of the Fund. Consult the Funds' prospectuses for more information.
Annual Fee Rates, as set forth above, are only available for defined
contribution business serviced by Company. Annual Fee Rates include fees
available to intermediaries through the relevant Fund's 12b-1 plan. Generally,
payments under 12b-1 shall be made to the broker dealer of record on the
account, if such broker dealer has a valid agreement with the Distributor.
However, pursuant to a No Action Letter issued by the Securities and Exchange
Commission, payments under 12b-1 shall be made to Hartford Life Insurance Co.
4
[LOGO]
NATIXIS
GLOBAL ASSOCIATES
May 7, 2009
VIA MAIL
Xxxx Xxxxxxxx
The Hartford
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re:
Retail Fund Participation Agreement dated April 5, 2005, as amended
(the "Agreement')
Dear Xx. Xxxxxxxx:
In connection with the above referenced Agreement between your firm and Natixis
Distributors, L.P. (the "Distributor"), enclosed please find the current
schedule of mutual funds offered by the Distributor for defined benefit and/or
defined contribution plans.
Notice is hereby given that effective May 7, 2009, all references to the
Schedule B contained within the Agreement shall be considered references to the
enclosed Schedule B.
Your consent to this amendment will be deemed affirmative unless on or before
June 7, 2009 you contact Xxxxx X. Xxxxxxxxx, Associate Counsel at
xxxxx.xxxxxxxxx@xx.xxxxxxx.xxx or (000) 000-0000 or Xxxx Xxxxxxxx at
xxxx.xxxxxxxx@xx.xxxxxxx.xxx or (000) 000-0000, to withhold your firm's consent
to the inclusion of the enclosed schedule. Similarly, if would like to discuss
negotiating a formal amendment to the Agreement, please contact either of the
parties referenced above.
Sincerely,
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Associate Counsel
Natixis Global Associates 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000,
xxx.xxxx.xxxxxxx.xxx
Natixis Distributors, L.P., member FINRA - Natixis Asset Management Advisors,
L.P.
SCHEDULE B
LIST OF FUNDS & FEES
In consideration of the services provided by the Company, Distributor agrees to
pay the Company an amount equal to the following basis points per annum on the
average aggregate amount invested by the Company's Separate Account(s) in each
Fund under the Fund Participation Agreement. Invoices with respect to fees
payable to the Company shall be prepared by the Company and be delivered
electronically to Distributor at xxxxxxxx@xx.xxxxxxx.xxx no later than thirty
(30) days following the end of the applicable calendar quarter. Such invoice
shall include information regarding the fund level breakdown of assets per Fund.
Distributor shall advise Company within forty-five (45) days of receipt of the
invoice if it disagrees with any information set forth on the statement, and the
parties agree to work diligently and in good faith to resolve any disagreements
as to the calculation of fees hereunder. Payments shall be by wire transfer,
unless the amount hereof is less than $250. Amounts less than $250 may, at the
Distributor's discretion, be paid by check
ANNUAL FEE
FUND SHARE CLASS RATE TICKER
----------------------------------------------------------------------------------------------------------------
BOND FUNDS:
Xxxxxx Xxxxxx Bond Fund Admin 60 LBFAX
Xxxxxx Xxxxxx Bond Fund Retail 35 LSBRX
Xxxxxx Xxxxxx Bond Fund Institutional 20 LSBDX
Xxxxxx Xxxxxx Core Plus Bond Fund A 45 NEFRX
Xxxxxx Xxxxxx Core Plus Bond Fund Y 20 NERYX
Xxxxxx Xxxxxx Global Bond Fund Retail 35 LSGLX
Xxxxxx Xxxxxx Global Bond Fund Institutional 20 LSGBX
Xxxxxx Xxxxxx High Income Fund A 45 NEFHX
Xxxxxx Xxxxxx High Income Fund Y 20 NEHYX
Xxxxxx Xxxxxx International Bond Fund A 45 LSIAX
Xxxxxx Xxxxxx International Bond Fund Y 20 LSIYX
Xxxxxx Xxxxxx Investment Grade Bond Fund A 45 LIGRX
Xxxxxx Xxxxxx Investment Grade Bond Fund Y 15 LSIIX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund A 45 NEFLX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund Y 20 NELYX
Xxxxxx Xxxxxx Strategic Income Fund A 45 NEFZX
Xxxxxx Xxxxxx Strategic Income Fund Y 20 NEZYX
EQUITY FUNDS:
AEW Real Estate Fund A 55 NRFAX
AEW Real Estate Fund Y 35 NRFYX
ASG Global Alternatives Fund A 55 GAFAX
ASG Global Alternatives Fund Y 20 GAFYX
CGM Advisors Targeted Equity Fund A 40 NEFGX
CGM Advisors Targeted Equity Fund Y 15 NEGYX
Delafield Select Fund A 55 DESAX
Delafield Select Fund Y 25 DESYX
Gateway Fund A 55 GATEX
Gateway Fund Y 20 GTEYX
Xxxxxxxxxx International Fund A 55 NEFDX
Xxxxxx Associates Large Cap Value Fund A 55 NEFOX
Xxxxxx Associates Large Cap Value Fund Y 20 NEOYX
Xxxxxxxxxx International Growth Fund Advisor 35 HIGGX
Xxxxxxxxxx International Growth Fund Institutional 20 HITGX
Xxxxxxxxxx International Value Fund Advisor 35 HIVVX
Xxxxxxxxxx International Value Fund Institutional 20 HINTX
Xxxxxxxxxx International Core Fund Advisor 35 HICCX
Xxxxxxxxxx International Core Fund Institutional 20 HICFX
Xxxxxxxxxx Emerging Markets Fund Advisor 35 HEMMX
ANNUAL FEE
FUND SHARE CLASS RATE TICKER
----------------------------------------------------------------------------------------------------------------
Xxxxxxxxxx Emerging Markets Fund Institutional 20 HEMGX
Natixis Income Diversified Portfolio A 45 IIDPX
Natixis U.S. Diversified Portfolio A 55 NEFSX
Natixis U.S. Diversified Portfolio Y 20 NESYX
Xxxxxx Xxxxxx Mid Cap Growth Fund A 55 LAGRX
Xxxxxx Xxxxxx Mid Cap Growth Fund Y 25 LSAIX
Xxxxxx Xxxxxx Growth Fund A 55 LGRRX
Xxxxxx Xxxxxx Growth Fund Y 25 LSGRX
Xxxxxx Xxxxxx Global Markets Fund A 55 LGMAX
Xxxxxx Xxxxxx Global Markets Fund Y 25 LSWWX
Xxxxxx Xxxxxx Research Fund A 55 LSRRX
Xxxxxx Xxxxxx Research Fund Y 25 LISRX
Xxxxxx Xxxxxx Small Cap Growth Fund Retail 40 LCGRX
Xxxxxx Xxxxxx Small Cap Growth Fund Institutional 15 LSSIX
Xxxxxx Xxxxxx Small Cap Value Fund* Admin 60 LSVAX
Xxxxxx Xxxxxx Small Cap Value Fund* Retail 40 LSCRX
Xxxxxx Xxxxxx Small Cap Value Fund* Institutional 15 LSSCX
Xxxxxx Xxxxxx Value Fund A 55 LSVRX
Xxxxxx Xxxxxx Value Fund Y 25 LSGIX
Xxxxxxx Xxxxxx Small Cap Value Fund A 55 NEFJX
Xxxxxxx Xxxxxx Small Cap Value Fund Y 25 NEJYX
Xxxxxxx Xxxxxx Value Opportunity Fund A 55 VNVAX
Xxxxxxx Xxxxxx Value Opportunity Fund Y 25 VNVYX
------------
* THE XXXXXX XXXXXX SMALL CAP VALUE FUND WILL BE CLOSED TO NEW INVESTORS
EFFECTIVE SEPTEMBER 15, 2008.
Each Fund and Class of Shares noted above may be offered and sold only in
accordance with the terms and conditions set forth in the respective Fund's
prospectus and statement of additional information, as amended from time to
time. The Funds and the Distributor reserve the right to periodically close a
Fund to new purchases of shares or refuse/limit any purchase or exchange order
for any reason, including if the transaction is deemed not to be in the best
interests of the Fund and its shareholders or is deemed disruptive to the
management of the Fund. Consult the Funds' prospectuses for more information.
Annual Fee Rates, as set forth above, are only available for defined
contribution business serviced by Company. Annual Fee Rates include fees
available to intermediaries through the relevant Fund's 12b-1 plan. Generally,
payments under 12b-1 shall be made to the broker dealer of record on the
account, if such broker dealer has a valid agreement with the Distributor.
However, pursuant to a No Action Letter issued by the Securities and Exchange
Commission, payments under 12b-1 shall be made to Hartford Life Insurance Co.
2
[LOGO]
NATIXIS GLOBAL ASSOCIATES
September 27, 2011
VIA MAIL
Xxxx Xxxxxxxx
Hartford Retirement Plans Group
000 Xxxxxxxxx Xxxxxx
XXX-0, X0 000
Xxxxxxxx, XX 00000
Re:
Retail Fund Participation Agreement dated April 5, 2005, as amended (the
"Agreement')
Dear Xx. Xxxxxxxx:
In connection with the above referenced Agreement between your firm and Natixis
Distributors, L.P. (the "Distributor"), enclosed please find the current
schedule of mutual funds offered by the Distributor for defined contribution
plans.
Notice is hereby given that effective August 1, 2011 all references to the
Schedule B contained within the Agreement shall be considered references to the
enclosed Schedule B.
Your consent to this amendment will be deemed affirmative unless on or before
October 27, 2011 you contact Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxxxxx.xxxxxxx.xxx
or (000) 000-0000 or Xxxx Xxxxxxxx at xxxx.xxxxxxxx@xx.xxxxxxx.xxx or (617)
449-2509 to withhold your firm's consent to the inclusion of the enclosed
schedule. Similarly, if would like to discuss negotiating a formal amendment to
the Agreement, please contact either of the parties referenced above.
Sincerely,
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Assistant Vice President and Counsel
000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
XX.XXXXXXX.XXX Natixis Distributors, L.P. (fund distributor) and Natixis Asset
Management Advisors, L.P. are affiliated.
SCHEDULE B
FUNDS & FEES
SHARE 12B-1 FEE SERVICE
FUND CLASS RATE+ FEE RATE TICKER
--------------------------------------------------------------------------------------------------------------------
BOND FUNDS:
Xxxxxx Xxxxxx Absolute Strategies Fund A 25 20 XXXXX
Xxxxxx Xxxxxx Absolute Strategies Fund Y 0 20 LASYX
Xxxxxx Xxxxxx Bond Fund Admin 50 10 LBFAX
Xxxxxx Xxxxxx Bond Fund Retail 25 10 LSBRX
Xxxxxx Xxxxxx Bond Fund Institutional 0 20 LSBDX
Xxxxxx Xxxxxx Core Plus Bond Fund A 25 20 NEFRX
Xxxxxx Xxxxxx Core Plus Bond Fund Y 0 20 NERYX
Xxxxxx Xxxxxx Global Bond Fund Retail 25 10 LSGLX
Xxxxxx Xxxxxx Global Bond Fund Institutional 0 20 LSGBX
Xxxxxx Xxxxxx High Income Fund A 25 20 NEFHX
Xxxxxx Xxxxxx High Income Fund Y 0 20 NEHYX
Xxxxxx Xxxxxx Inflation Protected Securities Fund Retail 25 10 LIPRX
Xxxxxx Xxxxxx Inflation Protected Securities Fund Institutional 0 15 LSGSX
Xxxxxx Xxxxxx Intermediate Duration Bond Fund Retail 25 10 LSDRX
Xxxxxx Xxxxxx Intermediate Duration Bond Fund Institutional 0 15 LSDIX
Xxxxxx Xxxxxx International Bond Fund A 25 20 LSIAX
Xxxxxx Xxxxxx International Bond Fund Y 0 20 LSIYX
Xxxxxx Xxxxxx Investment Grade Bond Fund Admin 50 20 LIGAX
Xxxxxx Xxxxxx Investment Grade Bond Fund A 25 20 LIGRX
Xxxxxx Xxxxxx Investment Grade Bond Fund Y 0 15 LSIIX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund A 25 20 NEFLX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund Y 0 20 NELYX
Xxxxxx Xxxxxx Multi-Asset Real Return Fund A 25 20 MARAX
Xxxxxx Xxxxxx Multi-Asset Real Return Fund Y 0 20 MARYX
Xxxxxx Xxxxxx Strategic Income Fund Admin 50 20 NEZAX
Xxxxxx Xxxxxx Strategic Income Fund A 25 20 NEFZX
Xxxxxx Xxxxxx Strategic Income Fund Y 0 20 NEZYX
EQUITY FUNDS:
Absolute Asia Dynamic Equity Fund A 25 30 DEFAX
Absolute Asia Dynamic Equity Fund Y 0 25 DEFYX
AEW Real Estate Fund A 25 30 NRFAX
AEW Real Estate Fund Y 0 35 NRFYX
ASG Diversifying Strategies Fund A 25 30 DSFAX
ASG Diversifying Strategies Fund Y 0 25 DSFYX
ASG Global Alternatives Fund A 25 30 GAFAX
ASG Global Alternatives Fund Y 0 25 GAFYX
ASG Managed Futures Strategy Fund A 25 30 AMFAX
ASG Managed Futures Strategy Fund Y 0 25 ASFYX
CGM Advisors Targeted Equity Fund A 25 15 NEFGX
CGM Advisors Targeted Equity Xxxx X 0 00 XXXXX
Xxxxxxx Fund A 25 30 GATEX
Gateway Fund Y 0 20 GTEYX
Xxxxxxxxxx International Fund A 25 30 NEFDX
Xxxxxxxxxx International Growth Fund Advisor 0 35 HIGGX
Xxxxxxxxxx International Growth Fund Institutional 0 20 HITGX
Xxxxxxxxxx International Value Fund Advisor 0 35 HIVVX
Xxxxxxxxxx International Value Fund Institutional 0 20 HINTX
Xxxxxxxxxx Emerging Markets Fund Advisor 0 35 HEMMX
Xxxxxxxxxx Emerging Markets Fund Institutional 0 20 HEMGX
Xxxxxx Associates Large Cap Value Fund A 25 30 NEFOX
Xxxxxx Associates Large Cap Value Fund Y 0 20 NEOYX
Natixis Diversified Income Fund A 25 20 IIDPX
Natixis Oakmark Global Fund A 25 30 NOGAX
Hartford Life Insurance Company / Natixis
Retail Fund Participation Agreement
dated April 5, 2005, as amended.
Schedule B Update dated as of August 1, 2011.
SHARE 12B-1 FEE SERVICE
FUND CLASS RATE+ FEE RATE TICKER
--------------------------------------------------------------------------------------------------------------------
Natixis Oakmark International Fund A 25 30 NOIAX
Natixis U.S. Multi-Cap Equity Fund A 25 30 NEFSX
Natixis U.S. Multi-Cap Equity Fund Y 0 20 NESYX
Xxxxxx Xxxxxx Mid Cap Growth Fund A 25 30 LAGRX
Xxxxxx Xxxxxx Mid Cap Growth Fund Y 0 25 LSAIX
Xxxxxx Xxxxxx Growth Fund A 25 30 LGRRX
Xxxxxx Xxxxxx Growth Fund Y 0 25 LSGRX
Xxxxxx Xxxxxx Global Equity and Income Fund A 25 30 LGMAX
Xxxxxx Xxxxxx Global Equity and Income Fund Y 0 25 LSWWX
Xxxxxx Xxxxxx Small Cap Growth Fund Retail 25 15 LCGRX
Xxxxxx Xxxxxx Small Cap Growth Fund Institutional 0 15 LSSIX
Xxxxxx Xxxxxx Small Cap Value Fund** Admin 50 15 LSVAX
Xxxxxx Xxxxxx Small Cap Value Fund** Retail 25 15 LSCRX
Xxxxxx Xxxxxx Small Cap Value Fund** Institutional 0 15 LSSCX
Xxxxxx Xxxxxx Value Fund Admin 50 30 LSAVX
Xxxxxx Xxxxxx Value Fund A 25 30 LSVRX
Xxxxxx Xxxxxx Value Fund Y 0 25 LSGIX
Xxxxxxx Xxxxxx Small Cap Value Fund*** A 25 30 NEFJX
Xxxxxxx Xxxxxx Small Cap Value Fund*** Y 0 25 NEJYX
Xxxxxxx Xxxxxx Value Opportunity Fund A 25 30 VNVAX
Xxxxxxx Xxxxxx Value Opportunity Fund Y 0 25 VNVYX
Westpeak ActiveBeta(R) Equity Fund A 25 30 WABAX
Westpeak ActiveBeta(R) Equity Fund Y 0 25 WABYX
------------
+ PLEASE SEE THE RELEVANT FUNDS PROSPECTUS FOR ADDITIONAL
INFORMATION RELATING TO THE 12b-1 PLAN.
* THE ANNUAL SERVICE FEE RATE FOR INSTITUTIONAL CLASS SHARES OF THE
XXXXXX XXXXXX INFLATION PROTECTED SECURITIES FUND HAS CHANGED, FOR
NEW INVESTORS ONLY, EFFECTIVE JUNE 7, 2010.
** THE XXXXXX XXXXXX SMALL CAP VALUE FUND IS CLOSED TO NEW INVESTORS
EFFECTIVE SEPTEMBER 15, 2008.
*** THE XXXXXXX XXXXXX SMALL CAP VALUE FUND IS CLOSED TO NEW INVESTORS
EFFECTIVE AUGUST 1, 2009.
Each Fund and Class of Shares noted above may be offered and sold only in
accordance with the terms and conditions set forth in the respective Fund's
prospectus and statement of additional information, as amended from time to
time. The Funds and the Distributor reserve the right to periodically close a
Fund to new purchases of shares or refuse/limit any purchase or exchange order
for any reason, including if the transaction is deemed not to be in the best
interests of the Fund and its shareholders or is deemed disruptive to the
management of the Fund. Consult the Funds' prospectuses for more information.
Annual Fee Rates, as set forth above, are only available for defined
contribution business serviced by Company. Annual Fee Rates include fees
available to intermediaries through the relevant Fund's 12b-1 plan. Payments
under 12b-1 shall be made to the broker dealer of record on the account, if such
broker dealer has a valid agreement with the Distributor.
Hartford Life Insurance Company / Natixis
Retail Fund Participation Agreement
dated April 5, 2005, as amended.
Schedule B Update dated as of August 1, 2011.
HARTFORD LIFE INSURANCE COMPANY
RETAIL FUND PARTICIPATION AGREEMENT
AMENDMENT
THIS AMENDMENT, entered into this 31st day of October 2011 is by and between
Hartford Life Insurance Company ("COMPANY") and Natixis Distributors, L.P.
(formerly IXIS Asset Management Distributors, L.P.) ("UNDERWRITER" or
"DISTRIBUTOR").
WHEREAS, Company and Distributor are parties to a certain Retail Fund
Participation Agreement dated April 5, 2005, as amended (the "AGREEMENT"); and
WHEREAS, Hartford Securities Distribution Company, Inc. ("HSD") is a
broker-dealer registered with the Securities Exchange Commission under the
Securities Act of 1934, a member of the Financial Industry Regulatory Authority
and an affiliate of Company; and
WHEREAS, the parties to the Agreement desire to amend the Agreement and add HSD
as a party to the Agreement for purposes of Rule 12b-1 fee collection.
NOW, THEREFORE, the parties hereto agree as follows:
1. HSD, whose address is 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, is
hereby added as a party to this Agreement.
2. Section 9.1(a) is hereby amended to add the following to the end of this
section:
If to Hartford Securities Distribution Company, Inc.:
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxx, Vice President, Retirement Plans
3. Section 10.3 is hereby deleted in its entity and restated to read as
follows:
10.3 This Agreement and any amendments hereto may be executed
simultaneously in two or more counterparts, each of which shall be an
original and each of which shall constitute one and the same instrument.
4. A new paragraph is added before the fund chart on Schedule B as follows:
"In consideration of the services provided by the Company, Distributor agrees to
pay the Company, or its affiliate HSD, an amount equal to the following basis
points per annum on the average aggregate amount invested by the Company's
Separate Account(s) in each Fund under the Retail Fund Participation Agreement.
Invoices with respect to fees payable to the Company shall be prepared by the
Company and be delivered electronically to Distributor at
xxxxxxxx@xx.xxxxxxx.xxx no later than thirty (30) days following the end of the
applicable calendar quarter. Such invoice shall include information regarding
the fund level breakdown of assets per Fund. Distributor shall advise Company
within forty-five (45) days of receipt of the invoice if it disagrees with any
information set forth on the statement, and the parties agree to work diligently
and in good faith to resolve any disagreements as to the calculation of fees
hereunder. Service Fees shall be paid by wire transfer, unless the amount hereof
is less than
$250. Amounts less than $250 may, at the Distributor's discretion, be paid by
check. Service Fees will be made payable to the Company. Fees paid in accordance
with each Fund's Rule 12b-1 plan will be made payable to Company's affiliate,
HSD. Payments pursuant to Rule 12b-1 shall be made by check unless HSD
participates in NSCC Comm/SERV."
5. Section 5.1 is deleted and a new section 5.1 is added in lieu thereof as
follows:
"The Underwriter shall pay the fess and expenses provided for in the attached
SCHEDULE B; provided, however, that any obligation of Underwriter to the
Company, and its affiliates, to pay such fee shall not arise unless and until
receipt by the Underwriter from the Funds or an affiliate of monies intended to
be used by Underwriter for such purpose and in amounts sufficient for such
purposes. Company and HSD acknowledge that any payments to either may be funded
by payments Underwriter receives from the Funds under a plan of distribution
adopted by the Funds pursuant to Rule 12b-1 under the 1940 Act ("12b-1 PLAN");
if this is the case, Company or HSD will provide such information to the
Underwriter as is reasonably necessary for the Underwriter to comply with its
obligations under the 12b-1 Plan. Except as otherwise specifically provided in
this Agreement, each party shall bear all expenses incidental to the performance
of its obligations under this Agreement."
6. Except as amended hereby, all other terms and conditions of the Agreement
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of the
date first written above.
NATIXIS DISTRIBUTORS, L.P.
By: Natixis Distribution Corporation, its general partner
By: /s/ Xxxxxxx Xxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxx Xxxxx
Title: Executive Vice President,
Chief Financial Officer
HARTFORD SECURITIES DISTRIBUTION HARTFORD LIFE INSURANCE COMPANY
COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
------------------------------ ------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President Title: Assistant Vice President
