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BLACKROCK
RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 8th of December, 2004, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and on
behalf of each separate account of the Company set forth in SCHEDULE A hereto,
as may be amended from time to time (each such account hereinafter referred to
as a "SEPARATE ACCOUNT"), BlackRock Funds(SM), an open-end management investment
company organized under the laws of Massachusetts (hereinafter the "FUND"),
BlackRock Advisors, Inc. (the "Adviser"), the investment adviser of the Fund ,
and BlackRock Distributors, Inc., a Delaware corporation (hereinafter the
"UNDERWRITER").
WITNESSETH:
WHEREAS, beneficial interests in the Fund are divided into several series of
shares, each representing the interest in a particular managed portfolio of
securities and other assets (the "PORTFOLIOS"); and
WHEREAS, the Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (hereinafter the "1940
ACT") and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 ACT"); and
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the "CONTRACTS ") in connection with retirement plans
intended to meet the qualification requirements of Sections 401, 403(b) or 457
of the Internal Revenue Code of 1986, as amended (the "CODE "); and
WHEREAS, each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts; and
WHEREAS, The Adviser is the investment adviser of the Portfolios of the Fund and
is duly registered as an investment adviser under the Investment Advisers Act of
1940, as amended (the "ADVISERS ACT"), and any applicable state securities laws;
and
WHEREAS, the Underwriter is the principal underwriter for the Fund and is
registered as a broker-dealer with the Securities and Exchange Commission
(hereinafter the "SEC") under the Securities Exchange Act of 1934, as amended
(hereinafter the "1934 ACT"), and is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter the "NASD");and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in certain Portfolios as agreed to by the
parties from time to time on behalf of each Separate Account set forth on
SCHEDULE A to fund the Contracts and the Underwriter is authorized to sell such
shares to unit investment trusts such as the Separate Accounts at net asset
value.
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NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, the Adviser and the Underwriter agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Underwriter, on behalf of the Fund, agrees to sell to the Company those
shares of the Portfolios which the Company orders on behalf of any Separate
Account, executing such orders on a daily basis at the net asset value next
computed after receipt and acceptance by the Fund or its designee of such order.
For purposes of this Section, the Company shall be the designee of the Fund for
receipt of such orders from each Separate Account. Receipt by such designee
shall constitute receipt by the Fund; provided that the Fund receives notice of
such order via the National Securities Clearing Corporation (the "NSCC") by 8:30
a.m. Eastern Time on the next following Business Day. The Fund will receive all
orders to purchase Portfolio shares using the NSCC's Defined Contribution
Clearance & Settlement ("DCC&S") platform. The Fund will also provide the
Company with account positions and activity data using the NSCC's Networking
platform. The Company shall pay for Portfolio shares by the scheduled close of
federal funds transmissions on the same Business Day it places an order to
purchase Portfolio shares in accordance with this section using the NSCC's
Fund/SERV System. Payment shall be in federal funds transmitted by wire from the
Company's designated Settling Bank to the NSCC. "BUSINESS DAY" shall mean any
day on which the New York Stock Exchange is open for trading and on which the
Fund calculates it net asset value pursuant to the rules of the SEC.
"NETWORKING" shall mean the NSCC's product that allows the Fund and the Company
to exchange account level information electronically. "SETTLING BANK" shall mean
the entity appointed by the Fund to perform such settlement services on behalf
of the Fund and agrees to abide by the NSCC's Rules and Procedures insofar as
they relate to the same day funds settlement.
If the Company is somehow prohibited from submitting purchase and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Underwriter, on behalf of the Fund, agrees to sell the Company those shares
of the Portfolios which the Company orders on behalf of any Separate Account,
executing such orders on a daily basis at the net asset value next computed
after receipt and acceptance by the Fund or its designee of such order. For
purposes of this Section, the Company shall be the designee of the Fund for the
receipt of such orders from the Separate Account and receipt by such designee
shall constitute receipt by the Fund; provided that the Fund receives notice of
such order by 9:45 a.m. Eastern Time on the next following Business Day. The
Company shall pay for Portfolio shares by the scheduled close of federal funds
transmissions on the same Business Day it places an order to purchase Portfolio
shares in accordance with this section. Payment shall be in federal funds
transmitted by wire to the Fund's designated custodian. "BUSINESS DAY" shall
mean any day on which the New York Stock Exchange is open for trading and on
which the Fund calculates it net asset value pursuant to the rules of the SEC.
1.2 The Underwriter, on behalf of the Fund, agrees to make shares of the
Portfolios available indefinitely for purchase at the applicable net asset value
per share by the Company on Business Days; provided, however, that the Board of
Trustees of the Fund (hereinafter the "TRUSTEES") may refuse to sell shares of
any Portfolio to any person, or suspend or terminate the offering of shares of
any Portfolio if such action is required by law or by regulatory authorities
having jurisdiction or is, in the sole discretion of the Trustees, acting in
good faith and in compliance with their fiduciary duties under federal and any
applicable state laws, necessary in the best interests of the shareholders of
any Portfolio.
1.3 The Underwriter agrees that the Fund will 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
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Account, executing such requests on a daily basis at the net asset value next
computed after receipt and acceptance by the Fund or its designee of the request
for redemption. For purposes of this Section, the Company shall be the designee
of the Fund for receipt of requests for redemption from each Separate Account
and receipt by such designee shall constitute receipt by the Fund; provided the
Fund receives notice of such request for redemption via the NSCC by 8:30 a.m.
Eastern Time on the next following Business Day. The Fund will receive all
orders to redeem Portfolio shares using the NSCC's DCC&S platform. The Fund will
also provide the Company with account positions and activity data using the
NSCC's Networking platform. Payment for Fund shares redeemed shall be made in
accordance with this section using the NSCC's Fund/SERV System. Payment shall be
in federal funds transmitted by the NSCC to the Separate Account's Settling Bank
as designated by the Company, on the same Business Day the Fund or the
Underwriter receives notice of the redemption order from the Company provided
that the Fund or the Underwriter receives notice by 8:30 a.m. Eastern Time on
such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Underwriter agrees that the Fund will redeem for cash, upon the Company's
request, any full or fractional shares of the Fund held by the Company on behalf
of a Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its designee of
the request for redemption. For purposes of this Section, the Company shall be
the designee of the Fund for receipt of requests for redemption from each
Separate Account and receipt by such designee shall constitute receipt by the
Fund; provided the Fund receives notice of such request for redemption by 9:45
a.m. Eastern Time on the next following Business Day. Payment shall be in
federal funds transmitted by wire to the Separate Account as designated by the
Company, on the same Business Day the Fund receives notice of the redemption
order from the Company provided that the Fund receives notice by 9:45 a.m.
Eastern Time on such Business Day.
1.4 The Company agrees to purchase and redeem the shares of the Portfolios
offered by the then current prospectus of the Fund in accordance with the
provisions of the applicable prospectus.
1.5 The Company will place net purchase/redemption orders to purchase or redeem
shares of each Portfolio.
1.6 Issuance and transfer of the Fund's shares will be by book entry only.
Share certificates will not be issued to the Company or any Separate Account.
Purchase and redemption orders for Fund shares will be recorded in an
appropriate title for each Separate Account or the appropriate subaccount of
each Separate Account.
1.7 The Fund shall furnish notice to the Company of any income, dividends or
capital gain distributions payable on the Fund's shares no later than the
ex-dividend date. The Company hereby elects to receive all such dividends and
distributions as are payable on a Portfolio's shares in the form of additional
shares of that Portfolio. The Fund shall notify the Company of the number of
shares so issued as payment of such dividends and distributions no later than
one Business Day after issuance. The Company reserves the right to revoke this
election and to receive in cash all such dividends and distributions declared
after receipt of notice of revocation by the Fund.
1.8 The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the close of trading each Business Day, but in no event later than 6:45 p.m.
Eastern Time on such Business Day.
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A. If the Fund provides materially incorrect share net asset value
information through no fault of the Company, the Separate Accounts
shall be entitled to an adjustment with respect to the Portfolio
shares purchased or redeemed to reflect the correct net asset value
per share.
B. The determination of the materiality of any net asset value pricing
error and its correction shall be based on the SEC's recommended
guidelines regarding these errors. Any material error in the
calculation or reporting of net asset value per share, dividend or
capital gain information shall be reported promptly to the Company
upon discovery. The Adviser shall indemnify and hold harmless the
Company against any amount the Company is legally required to pay
Contract owners, participants or beneficiaries that have selected a
Portfolio as an investment option, and which amount is due to the
Fund's or its agents' material miscalculation and/or incorrect
reporting of the daily net asset value, dividend rate or capital
gains distribution rate. The Company shall submit an invoice to the
Adviser 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 Portfolios or its agents for any material losses
incurred by the Fund, the applicable Portfolio 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,
participants, or beneficiaries, the Company will consult with the
Fund or its designee as to what reasonable efforts shall be made to
recover the money and repay the Fund, the applicable Portfolio or its
agents. The Company shall then make such reasonable effort, at the
expense of the Fund or its agents, to recover the money and repay the
Fund, the applicable Portfolio or its agents; but the Company shall
not be obligated to take legal action against Contract owners,
participants or beneficiaries.
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; and 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 Underwriter represents and warrants 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
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accordance with the laws of the various states only if and to the extent deemed
advisable by the Fund or the Underwriter.
2.3 The Adviser represents that each Portfolio (a) is currently qualified as a
Regulated Investment Company under Subchapter M of the Code; (b) will make every
effort to maintain such qualification (under Subchapter M or any successor or
similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify.
2.4 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Underwriter represents that the Fund's Board of
Trustees , including a majority of its Trusteeswho are not interested persons of
the Fund, have formulated and approved a plan under Rule 12b-1 to finance
distribution expenses.
2.5 The Fund, the Adviser and the Underwriter make no representation as to
whether any aspect of the Fund's operations (including, but not limited to, fees
and expenses and investment policies) complies with the insurance laws or
insurance regulations of the various states.
2.6 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance in all material respects with all applicable federal and state
securities laws, including without limitation the 1933 Act, the 1934 Act, and
the 0000 Xxx.
2.7 The Adviser represents that the Fund is lawfully organized and validly
existing under the laws of the State of Massachusetts and that the Fund has
complied in all material respects with applicable provisions of the 0000 Xxx.
2.8 The Adviser represents and warrants that all of the Fund's Trustees,
officers, employees, investment advisers, and other individuals/entities having
access to the funds and/or securities of the Fund are and continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund in an amount not less than the minimum coverage as required by Rule
17g-1 under the 1940 Act or related provisions as may be promulgated from time
to time. The aforesaid Bond includes coverage for larceny and embezzlement and
is issued by a reputable bonding company.
2.9 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Fund are covered by a blanket fidelity bond or
similar coverage in an amount not less than $5 million. The aforesaid includes
coverage for larceny and embezzlement and is issued by a reputable bonding
company.
2.10 The Adviser represents and warrants that it is duly registered in all
material respects under all applicable federal and state securities laws and
that the Adviser shall perform its obligations for the Fund in compliance in all
material respects with any applicable federal securities laws.
2.11 The Company represents and warrants that at all times during which it
services shares of the Fund, the Company will remain in compliance with all
regulations to which it is subject issued under the USA PATRIOT Act relating
thereto, including without limitation rules requiring the Company to implement
an Anti-Money Laundering Program and a Customer Identification Program ("CIP").
The Company will, upon the Underwriter's reasonable request, not more than once
each year, certify to the Underwriter that the Company remains in compliance
with such rules; including, that the Company (i) reasonably verifies the
identity of each new
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customer (using the data elements), (ii) takes appropriate action with respect
to persons the identities of whom it can't verify, and (iii) retains all records
for required time periods, each at least to an extent required by relevant USA
PATRIOT Act regulation. The Company represents and warrants that it has policies
and procedures in place in order to comply with all applicable requirements
under the provisions of the International Money Laundering Abatement Act, the
Bank Secrecy Act ("BSA") and any other anti-money laundering law, rule or
regulation applicable to it as a financial institution under the BSA, or
otherwise. Subject to legal restrictions, the Company will, upon request,
promptly provide to the Underwriter evidence of those policies and procedures
and the Company's compliance therewith and/or evidence establishing the
identities and sources of funds for each purchase of shares of the Fund.
2.12 The Company represents and warrants that it will follow all requirements,
rules and regulations in connection with its handling of orders for transactions
in the shares of the Fund and the services it provides under this Agreement,
including, without limitation, Rule 22c-1(a) under the 1940 Act and all
requirements to provide specific disclosure regarding fees it receives under
this Agreement. The Company agrees that any orders transmitted to the
Underwriter, the Fund or its agent are subject to the terms and conditions of
the Fund's prospectus (including, without limitation, those provisions regarding
the purchase, exchange and redemption of Fund shares and policies to deter
market timing and other inappropriate trading activity such as any redemption
fees and any limitations on exchanges) and this Agreement and are subject to
acceptance or rejection by the Fund in its sole discretion. The Company's
handling of orders for transactions of Fund shares shall also comply with the
Company's internal policies and procedures, which the Company believes to be
appropriate and sufficient with regard to the handling of Fund orders on a
timely basis and which the Company believes provide adequate controls and
procedures to ensure ongoing compliance with all applicable laws, rules and
regulations. The Company agrees that upon notice from the Underwriter or the
Funds that any Contract owners are engaging in a pattern of purchases,
redemptions and/or exchanges of shares that appears to evidence market timing,
it will use best efforts to identify and address such trading activity. Such
efforts will include working with contract owners to develop and implement a
written policy to deter and/or terminate any such pattern of trading activity.
The Company further agrees to promptly notify the Underwriter and the Funds in
writing of such pattern and shall cooperate fully with the Underwriter, the
Funds or its designee in any investigation.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Fund shall provide the Company at no charge with as many printed copies
of the Fund's current prospectus and statement of additional information as the
Company may reasonably request. If requested by the Company, in lieu of
providing printed copies of the Fund's current prospectus and statement of
additional information, the Fund shall provide camera-ready film, computer
diskettes, e-mail transmissions or PDF files containing the Fund's prospectus
and statement of additional information, and such other assistance as is
reasonably necessary in order for the Company once each year (or more frequently
if the prospectus and/or statement of additional information for the Fund are
amended during the year) to have the prospectus for the Contracts (if
applicable) and the Fund's prospectus printed together in one document or
separately. The Company may elect to print the Fund's prospectus and/or its
statement of additional information in combination with other fund companies'
prospectuses and statements of additional information; provided, however, that
upon such election by the Company, the Company shall provide to the Adviser for
review and approval a copy of the Fund's prospectus and/or statement of
additional information as it or they are to be combined with other fund
companies' prospectuses and statements of additional information.
3.2(a). The Fund shall provide the Company at no charge with copies of the
Fund's proxy statements, Fund reports to shareholders, and other Fund
communications to shareholders in such
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quantity as the Company shall reasonably require for distributing to Contract
owners.
3.2(b). The Fund and/or the Adviser 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 and/or the Adviser
shall pay for all costs for typesetting, printing and distributing proxy
materials.
3.3. The Fund's statement of additional information shall be obtainable by
Contract owners from the Fund, the Underwriter, the Company or such other person
as the Fund may designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Fund to Contract owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract owners;
B. vote the Fund shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable
annuity contract owners, vote Fund shares held in the Separate
Account for which no timely instructions have been received, in the
same proportion as Fund shares of such Portfolio for which
instructions have been received from the Company's Contract owners.
The Company reserves the right to vote Fund shares held in any
segregated asset account for its own account, to the extent permitted
by law. Notwithstanding the foregoing, with respect to the Fund
shares held by unregistered Separate Accounts that issue Contracts
issued in connection with employee benefit plans subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended, the Company shall vote such Fund shares allocated to such
Contracts only in accordance with the Company's agreements with such
Contract owners.
3.5 The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Fund will not hold annual meetings but will hold such
special meetings as may be necessary from time to time. Further, the Fund will
act in accordance with the SEC interpretation of the requirements of Section
16(a) of the 1940 Act with respect to periodic elections of trustees and with
whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the
Underwriter or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Fund, the Adviser or the Underwriter is described, at least
five calendar days prior to its use. No such literature or material shall be
used without prior approval from the Fund, the Underwriter or their designee,
however, the failure to object in writing within three Business Days will be
deemed approval.
4.2 Neither the Company nor any person contracting with the Company shall give
any
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information or make any representations or statements on behalf of the Fund or
concerning the Fund in connection with the sale of the Contracts other than the
information or representations contained in the registration statement or
prospectus for the Fund shares, as such registration statement and prospectus
may be amended or supplemented from time to time, or in reports to shareholders
or proxy statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee.
4.3 The Fund shall furnish, or shall cause to be furnished, to the Company or
its designee, each piece of sales literature or other promotional material in
which the Company or any Separate Account is named, at least five calendar days
prior to its use. No such literature or material shall be used without prior
approval from the Company or its designee, however, the failure to object in
writing within three Business Days will be deemed approval.
4.4 Neither the Fund nor the Underwriter shall give any information or make any
representations on behalf of the Company or concerning the Company, each
Separate Account, or the Contracts other than the information or representations
contained in the Contracts, a disclosure document, registration statement or
prospectus for the Contracts (if applicable), as such registration statement and
prospectus may be amended or supplemented from time to time, or in published
reports for each Separate Account which are in the public domain or approved by
the Company for distribution to Contract owners or participants, or in sales
literature or other promotional material approved by the Company, except with
the permission of the Company.
4.5 The Fund will provide to the Company at least one complete copy of all
prospectuses, statements of additional information, reports to shareholders,
proxy statements, and all amendments to any of the above, that relate to the
Fund or its shares, promptly after the filing of such document with the SEC or
other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all
prospectuses, statements of additional information, reports, solicitations for
voting instructions, and all amendments to any of the above, if applicable to
the investment in a Separate Account or Contract, promptly after the filing of
such document with the SEC or other regulatory authorities.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, Internet, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund and that all use of any designation
comprised in whole or part of such names or marks under this Agreement shall
inure to the benefit of the Fund, the Adviser 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 Adviser or the
Underwriter. Upon termination of this Agreement for any reason, the Company
shall cease all use of any such names or marks.
4.9 The Underwriter agrees and acknowledges that it has no right, title or
interest in the
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names and marks of the Company, and that all use of any designation comprised in
whole or part of such names or marks under this Agreement shall inure to the
benefit of the Company. Except as provided in Section 4.3, the Underwriter shall
not use any such names or marks on its own behalf or on behalf of the Fund in
connection with marketing the Fund without prior written consent of the Company.
Upon termination of this Agreement for any reason, the Underwriter shall cease
all use of any such names or marks.
ARTICLE V. Fees and Expenses
5.1 The Fund and Adviser, as applicable, shall pay the fees and expenses
provided for in the attached SCHEDULE B. In return for the Service Fees payable
by the Fund pursuant to Schedule B, the Company agrees that it will provide the
following services to its holders of Contracts: general shareholder liaison
services, including, but not limited to (i) answering Contract owner inquiries
regarding account status and history, the manner in which purchases, exchanges
and redemptions of shares may be effected and certain other matters pertaining
to the Contract owners' investments; and (ii) assisting Contract owners in
designating and changing account designations and addresses. In return for the
Operational Fees payable by the Adviser pursuant to Schedule B, the Company
agrees that it will provide certain services relating to the processing and
administration of shareholder accounts, which may include some or all of the
following: (i) providing necessary personnel and facilities to establish and
maintain shareholder accounts and records; (ii) assisting in aggregating and
processing purchase, exchange and redemption transactions; (iii) placing net
purchase and redemption orders with the Underwriter; (iv) arranging for wiring
of funds; (v) transmitting and receiving funds in connection with Contract owner
orders to purchase or redeem shares; (vi) processing dividend payments; (vii)
verifying and guaranteeing shareholder signatures in connection with redemption
orders and transfers and changes in shareholder-designated accounts, as
necessary; (viii) providing periodic statements showing a Contract owner's
account balance and, to the extent practicable, integrating such information
with other customer transactions otherwise effected through or with the Company;
(ix) furnishing (either separately or on an integrated basis with other reports
sent to a Contract owner by the Company) monthly and year-end statements and
confirmations of purchases, exchanges and redemptions; (x) transmitting proxy
statements, annual reports, updating prospectuses and other communications to
Contract owners ; (xi) receiving, tabulating and transmitting to the Fund or its
agents proxies executed by shareholders with respect to shareholder meetings;
(xii) providing subaccounting with respect to shares beneficially owned by
Contract owners or the information to the Fund necessary for subaccounting;
(xiii) sub-transfer agency services; and (xiv) providing such other similar
services as the Adviser may request.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the
Adviser and the Underwriter and each of their respective trustees,
directors, officers, employees or agents and each person, if any,
who controls the Fund, the Adviser or the Underwriter within the
meaning of section 15 of the 1933 Act (collectively, the
"INDEMNIFIED PARTIES" for purposes of this Section 6.1) against any
and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Company) or litigation
(including reasonable legal and other expenses), to which the
Indemnified Parties may become subject under any statute or
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,
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prospectus or statement of information for the Contracts or
contained in the Contracts or sales literature or other
promotional material for the Contracts (or any amendment or
supplement to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided that this
agreement to indemnify shall not apply as to an Indemnified Party
if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with
information furnished by such Indemnified Party to the Company on
behalf of the Fund for use in the registration statement,
prospectus or statement of additional information for the
Contracts or in the Contracts or sales literature (or any
amendment or supplement) or otherwise for use in connection with
the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of (a) statements or representations
by or on behalf of the Company (other than statements or
representations contained in the Fund registration statement, Fund
prospectus or sales literature or other promotional material of
the Fund not supplied by the Company, or persons under its control
and other than statements or representations authorized by the
Fund, the Underwriter or the Adviser); or (b) the willful
misfeasance, bad faith, 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, the Adviser or the Underwriter by the Company or
persons under its control; or
(iv) arise as a result of any material failure by the Company to
provide the services and furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material breach
by the Company of this Agreement; except to the extent provided in
Sections 6.1(b) and 6.4 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, negligence or reckless disregard of duty by
the party seeking indemnification.
(c) In accordance with Section 6.3 hereof, the Indemnified Parties will
promptly notify the Company of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of
the Fund shares or the Contracts or the operation of the Fund.
6.2 Indemnification By the Underwriter
(a) The Underwriter agrees, with respect to each Portfolio that it
distributes, to indemnify and hold harmless the Company and each of
its directors, officers, employees or agents and each person, if
any, who controls the Company within the meaning of section 15 of
the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes
of this Section 6.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Underwriter) or litigation (including reasonable
legal and other expenses) to which the
10
Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale or acquisition of
the shares of the Portfolios that it distributes or the Contracts
and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement, prospectus or statement of additional
information for the Fund or sales literature or other promotional
material of the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and
in conformity with information furnished by such Indemnified Party
to the Fund, the Adviser or the Underwriter on behalf of the
Company for use in the registration statement, prospectus or
statement of additional information for the Fund or in sales
literature of the Fund (or any amendment or supplement thereto) or
otherwise for use in connection with the sale of the Contracts or
the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
by or on behalf of the Underwriter (other than statements or
representations contained in the registration statement,
prospectus or sales literature for the Contracts not supplied by
the Fund or the Underwriter or persons under their respective
control and other than statements or representations authorized by
the Company); or (b) the willful misfeasance, bad faith,
negligence or reckless disregard of duty of the Underwriter or
persons under the control of the Underwriter with respect to the
sale or distribution of the Contracts or Portfolio shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement,
prospectus, statement of additional information or sales
literature or other promotional material with respect to the
Contracts (or any amendment thereof or supplement thereto), or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement or
omission was made in reliance upon and in conformity with
information furnished to the Company by the Underwriter or
persons under the control of the the Underwriter; 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 in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Underwriter; except to the extent
provided in Sections 6.2(b) and 6.3 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, negligence or reckless disregard of duty by
the party seeking indemnification.
(c) In accordance with Section 6.3 hereof, the Indemnified Parties will
promptly notify the 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.
11
6.3 Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article
VI ("INDEMNIFYING PARTY" for the purpose of this Section 6.3) 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 6.3) unless such Indemnified Party shall
have notified the Indemnifying Party in writing within a reasonable
time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon
such Indemnified Party (or after such party shall have received
notice of such service on any designated agent), but failure to
notify the Indemnifying Party of any such claim shall not relieve
the Indemnifying Party from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than
on account of the indemnification provision of this Article VI. In
case any such action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate, at its own
expense, in the defense thereof. The Indemnifying Party also shall
be entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from the Indemnifying
Party to the Indemnified Party of the Indemnifying Party's election
to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by the
Indemnified Party, and the Indemnifying Party will not be liable to
such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation,
unless:
(i) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests
between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of New York.
7.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. Termination
8.1 This Agreement shall terminate:
(a) at the option of any party upon six months' advance written notice
to the other parties unless otherwise agreed in a separate written
agreement among the parties; or
(b) at the option of the Fund, the Adviser or the Underwriter upon
institution of formal proceedings against the Company by the NASD,
NASD Regulation, Inc. ("NASDR"), the SEC, the insurance commission of
any state or any other regulatory body regarding the
12
Company's duties under this Agreement or related to the sale of the
Contracts, the administration of the Contracts, the operation of
the Separate Accounts, or the purchase of the Fund shares, which in
the judgment of the Fund, the Underwriter or the Adviser are
reasonably likely to have a material adverse effect on the
Company's ability to perform its obligations under this Agreement;
or
(c) at the option of the Company upon institution of formal proceedings
against the Fund, the Underwriter or the Adviser by the NASD, NASDR,
the SEC, or any state securities or insurance department or any
other regulatory body, related to the purchase or sale of the Fund
shares or the operation of the Fund which in the judgment of the
Company are reasonably likely to have a material adverse effect on
the Adviser's, the Underwriter's or the Fund's ability to perform
its obligations under this Agreement; or
(d) at the option of the Company if a Portfolio ceases to quality as a
Regulated Investment Company under Subchapter M of the Code (a
"RIC"), or under any successor or similar provision, and the
disqualification is not cured within the period permitted for such
cure, or if the Company reasonably believes that any such Portfolio
may fail to so qualify and be unable to cure such disqualification
within the period permitted for such cure; or
13
(e) at the option of any party to this Agreement, upon another party's
material breach of any provision of this Agreement; provided that
the party not in breach shall give the party in breach notice of the
breach and the party in breach does not cure such breach within 30
days of receipt of such notice of breach; or
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund, the
Underwriter or the Adviser has suffered a material adverse change in
its business, operations or financial condition since the date of
this Agreement or is the subject of material adverse publicity which
is likely to have a material adverse impact upon the business and
operations of the Company; or
(g) at the option of the Fund, the Adviser or the Underwriter if the
Fund, the Adviser or the Underwriter, respectively, shall determine
in its sole judgment exercised in good faith, that the Company has
suffered a material adverse change in its business, operations or
financial condition since the date of this Agreement or is the
subject of material adverse publicity which is likely to have a
material adverse impact upon the business and operations of the
Fund, the Adviser or Underwriter.
8.2 Notice Requirement
(a) In the event that any termination of this Agreement is based upon
the provisions of Sections 8.1(b), 8.1(c) or 8.1(d), prompt written
notice of the election to terminate this Agreement for cause shall
be furnished by the party terminating the Agreement to the
non-terminating parties, with said termination to be effective upon
receipt of such notice by the non-terminating parties; provided that
for any termination of this Agreement based on the provisions of
Section 8.1(d), said termination shall be effective upon the
Portfolio's failure to qualify as a RIC and to cure such
disqualification within the period permitted for such cure.
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(f) or 8.1(g), prior written notice of the
election to terminate this Agreement for cause shall be furnished by
the party terminating this Agreement to the non-terminating parties.
Such prior written notice shall be given by the party terminating
this Agreement to the non-terminating parties at least 60 days before
the effective date of termination.
8.3 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
8.4 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to
Section 8.1(a) through 8.1(g) of this Agreement and subject to
Section 1.2 of this Agreement, the Company may require the
Underwriter to continue to make available additional shares of the
Fund for so long after the termination of this Agreement as the
Company desires pursuant to the terms and conditions of this
Agreement as provided in paragraph (b) below, for all Contracts in
effect on the effective date of termination of this Agreement
(hereinafter referred to as "EXISTING CONTRACTS"), unless such
further sale of Fund shares is proscribed by law, regulation or an
applicable regulatory body. Specifically, without limitation, the
owners of the Existing Contracts shall be permitted to direct
reallocation of investments in the Fund, redeem investments in the
Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts unless such further
sale of Fund shares is proscribed by law, regulation or an
applicable regulatory body. Notwithstanding the foregoing, it is
understood that the Trustees of the Fund may cease selling shares of
any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the
Trustees of the Fund, acting in good faith and in
14
compliance with their fiduciary duties under federal and any
applicable state laws, necessary in the best interests of the
shareholders of any Portfolio. In either such case, the terms of
this Section 8.4(a) shall be inapplicable.
(b) The Adviser and/or the Fund shall remain obligated to pay Company the
fees in effect as of the date of termination for so long as shares
are held by the Contracts and Company continues to provide services
to the Contracts and such fees are payable under the terms of the
Fund's then-current prospectus. Such fees 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
If to the Adviser or the Fund:
BlackRock Funds
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx
with a copy to:
Xxxxxx Xxxxxxxx
General Counsel
BlackRock, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
If to the Underwriter:
BlackRock Distributors, Inc.
000 Xxxxx Xxxx
00
Xxxx xx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
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.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, NASDR and state insurance regulators) and shall permit each other and such
authorities (and the parties hereto) reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby. Notwithstanding the foregoing, each party
hereto further agrees to furnish the California Insurance Commissioner with any
information or reports in connection with services provided under this Agreement
which such Commissioner may request in order to ascertain whether the insurance
operations of the Company are being conducted in a manner consistent with the
California laws and regulations.
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to be maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
16
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Portfolios of the Fund.
10.9 The names "BlackRock Funds" and "Trustees of BlackRock Funds" refer
respectively to the Trust created and the trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated December 22, 1988 which is hereby referred to and a copy of which is
on file at the office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Fund. The obligations of
"BlackRock Funds" entered into in the name or on behalf thereof by any of the
trustees, officers, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the trustees, shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Fund must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY BLACKROCK ADVISORS, INC.
By: /s/ J Davey By: /s/ Xxxx Xxxxxxxx
------------------------------- -------------------------------
Name: J Davey Name: Xxxx Xxxxxxxx
Title: Vice President Title:
BLACKROCK DISTRIBUTORS, INC. BLACKROCK FUNDS
By: /s/ Xxxxx Xx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
------------------------------- -------------------------------
Name: Xxxxx Xx Xxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Vice President Title: Secretary
17
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, 000
000 XXXXXXX
000
00
SCHEDULE B
In consideration of the services provided by the Company, each of the Fund (with
respect to the Service Fees) and the Adviser (with respect to the Operational
Fees)agrees to pay the Company an amount equal to the following basis points per
annum on the average aggregate amount invested by the Company's Separate
Account(s) in each Portfolio under the Fund Participation Agreement, such
amounts to be paid within 30 days of the end of each calendar quarter.
PORTFOLIO SERVICE FEES OPERATIONAL FEES
---------------------------------------------------------------------------------------------
BlackRock Core Bond Total Return -- Investor A Shares 0.25% 0.15%
BlackRock Government Income -- Investor A Shares 0.25% 0.15%
19
AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT (the "AMENDMENT"), is made and entered into this 31st day of
January, 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, BlackRock
Funds(SM), an open-end management investment company organized under the laws of
Massachusetts (hereinafter the "FUND"), BlackRock Advisors, Inc. (the
"ADVISER"), the investment adviser of the Fund, and BlackRock Distributors,
Inc., a Delaware corporation (hereinafter the "UNDERWRITER," and collectively
with the Fund and Adviser, the "FUND PARTIES"). This agreement amends the
Retail
Fund Participation Agreement, dated as of December 8, 2004, by and between the
Company and Fund Parties (the "
RETAIL FUND PARTICIPATION AGREEMENT"). All
capitalized terms used in this Amendment and not defined herein shall have the
same meaning ascribed to them in the
Retail Fund Participation Agreement.
WITNESSETH:
WHEREAS, Fund Parties wish the Company to continue purchasing shares in certain
Portfolios of the Fund on behalf of the Company's Separate Accounts set forth on
Schedule A of the
Retail Fund Participation Agreement;
WHEREAS, Fund Parties wish to make additional Portfolios available to the
Company for purchase on the terms and conditions set forth in the
Retail Fund
Participation Agreement, as amended herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises set
forth below, the parties agree as follows:
1. Schedule B to the
Retail Fund Participation Agreement shall be deleted in its
entirety and the Schedule B attached hereto shall be inserted in lieu thereof.
2. The names "BlackRock Funds" and "Trustees of BlackRock Funds" refer
respectively to the Trust created and the trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated December 22, 1988 which is hereby referred to and a copy of which is
on file at the office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Fund. The obligations of
"BlackRock Funds" entered into in the name or on behalf thereof by any of the
trustees, officers, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the trustees, shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Fund must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Fund.
SCHEDULE B
In consideration of the services provided by the Company, each of the Fund (with
respect to the Shareholder Liaison Fees) and the Adviser and/or the Fund (with
respect to the Operational Fees) agrees to pay the Company an amount equal to
the following basis points per annum on the average aggregate amount invested in
Investor Class A shares by the Company's Separate Account(s) in each Portfolio
under the
Retail Fund Participation Agreement. Invoices will be provided to the
Adviser by the Company and invoices will be paid by the Adviser or its designee
within 30 days following receipt of such invoice.
SHAREHOLDER
LIAISON OPERATIONAL NASDAQ
PORTFOLIO FEE FEE TICKER
--------------------------------------------------------------------------------
Equity Funds
Aurora 0.25% 0.25% SSRAX
Small/Mid-Cap Growth 0.25% 0.25% SCGAX
Legacy 0.25% 0.25% SRLAX
Mid-Cap Value Equity 0.25% 0.25% BMCAX
Large Cap Value Equity 0.25% 0.25% PNVIX
Large Cap Growth Equity 0.25% 0.25% PGIAX
Investment Trust 0.25% 0.25% CEIAX
Small Cap Growth Equity 0.25% 0.25% CSGEX
Small Cap Core Equity 0.25% 0.25% BSQAX
Mid-Cap Growth Equity 0.25% 0.25% BMGAX
U.S. Opportunities 0.25% 0.25% BMEAX
Asset Allocation 0.25% 0.25% PCBAX
Health Sciences 0.25% 0.25% SHSAX
Dividend Achievers 0.25% 0.25% BDAVX
All-Cap Global Resources 0.25% 0.25% BACAX
Global Science & Technology
Opportunities 0.25% 0.25% CIEAX
Fixed Income Funds
Core Bond Total Return 0.25% 0.15% BCBAX
Government Income 0.25% 0.15% CCGAX
Intermediate Government Bond 0.25% 0.15% CIGAX
Managed Income 0.25% 0.15% CMIAX
Intermediate Bond 0.25% 0.15% CCIAX
International Bond 0.25% 0.15% BIIAX
GNMA Portfolio 0.25% 0.15% BGPAX
High Yield Bond 0.25% 0.15% BHYAX
2
Except as specifically set forth herein, all other provisions of the
Retail Fund
Participation Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY BLACKROCK ADVISORS, INC.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxx Xxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxx Name: Xxxx Xxxxxxxx
Title: Assistant Vice President Title: Managing Director
BLACKROCK DISTRIBUTORS, INC. BLACKROCK FUNDS
By: By:
Name: Name:
Title: Title:
Except as specifically set forth herein, all other provisions of the Retail Fund
Participation Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY BLACKROCK ADVISORS, INC.
By: By:
Name: Name:
Title: Title:
BLACKROCK DISTRIBUTORS, INC. BLACKROCK FUNDS
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Brain X. Xxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Vice President Title: Secretary
SECOND AMENDMENT TO RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT, dated as of March 12, 2008, to the Retail Fund Participation
Agreement, dated December 8, 2004, as amended January 31, 2005, by and among
Hartford Life Insurance Company ("Company"), and BlackRock Funds, an open-end
management investment company organized under the laws of Massachusetts
(hereinafter the "Fund"), BlackRock Advisors, LLC, as successor to BlackRock
Advisors, Inc., the investment adviser of the Fund (the "Adviser"),, and
BlackRock Distributors, Inc., a Delaware corporation (hereinafter the
"Underwriter", and collectively with the Fund and Adviser, the "Fund Parties")
is hereby amended as follows:
WHEREAS, the parties desire to amend the Agreement in order to add Class R
Shares to the Agreement,
NOW, THEREFORE, the parties agree as follows:
1. All references in the agreement to BlackRock Advisors, Inc. shall be
replaced with references to its successor in interest, BlackRock Advisors, LLC.
2. Schedule A is hereby replaced with the attached Schedule A.
3. Schedule B is hereby be replaced with the attached Schedules B and Schedule
B-1..
4. Section 2 of the Amendment dated as of January 31, 2005, and section 10.9 of
the Agreement, shall be amended to read as follows:
The names "BlackRock Funds", "BlackRock Funds II", "Trustees of BlackRock Funds"
and "Trustees of BlackRock Funds II" refer respectively to the Trust created and
the Trustees, as trustees but not individually or personally, acting from time
to time under Declarations of Trust which are hereby referred to and copies of
which are on file at the office of the State Secretary of The Commonwealth of
Massachusetts and at the principal office of each Fund. The obligations of
"BlackRock Funds" and "BlackRock Funds II" entered into in the name or on behalf
thereof by any of the Trustees, officers, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders, officers, representatives or agents of a Fund
personally, but bind only the Trust Property (as defined in the respective
Declaration of Trust), and all persons dealing with any class of shares of a
Fund must look solely to the Trust Property belonging to such class for the
enforcement of any claims against the Fund.
5. Article V. Fees and Expenses, section 5.1, shall be replaced in its entirety
with the following:
Article V. Fees and Expenses
5.1 The Adviser or its designee shall pay the fees and expenses provided for in
the attached Schedule B and Schedule X-x.
(a) In return for the Operational Fees payable by the Adviser or its designee,
Company agrees that it will provide the following services to its holders of
Contracts ("Client" or "Clients"): which may include the items listed here,
without limitation: performance of certain sub-accounting services;
establishment and maintenance of accounts and records; assistance in processing
purchase and redemption transactions; providing periodic statements with those
of other transactions and balances in other accounts serviced by Company, if
any; and such other information and services as Adviser may reasonably request
and are agreed to by Company (the "Operational Services").
(b) In return for the Shareholder Liaison Services fees payable by the Fund or
its designee, Hartford
1
agrees to provide general shareholder liaison services relating to the
administration of shareholder accounts with respect to Clients who may from time
to time beneficially own shares:
"Shareholder liaison services" include, but are not limited to, (i) answering
Client inquiries regarding account status and history, the manner in which
purchases, exchanges and redemptions or repurchases of shares may be effected
and certain other matters pertaining to the Clients' investments; (ii) assisting
Clients in designating and changing dividend options, account designations and
addresses; and (iii) providing such other similar services as the Adviser, Fund,
Underwriter or a Client may reasonably request.
(c) In return for the fees payable by the Fund or its designee for the
Distribution/Sales Support Fee services, Company agrees that it will provide the
following services to Clients:
These distribution and sales support services may include some or all of the
following: (i) the implementation of marketing and promotional activities,
including direct mail promotions; (ii) the distribution of sales literature;
(iii) the payment of expenditures for sales or distribution support services
such as for telephone facilities and in-house telemarketing; (iv) the payment of
commissions, incentive compensation or other compensation to, and expenses of,
account executives or other employees of Company, attributable to distribution
or sales support activities; (v) the payment of travel, equipment, printing,
delivery and mailing costs, overhead and other office expenses of Company
attributable to distribution or sales support activities, as applicable; and
(vi) the payment of any other costs and expenses relating to distribution or
sales support activities.
(d) The fees paid to Company pursuant to this Agreement, as amended, are
reasonable in relation to the services it provides and reasonably similar to
fees it receives for equivalent services provided to other parties.
6. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
HARTFORD LIFE INSURANCE COMPANY BLACKROCK ADVISORS, LLC
By: /s/ Xxxxx Xxx By: /s/ Xxxx Xxxxxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxx Name: Xxxx Xxxxxxxx
Title: Vice President Title: Managing Director
Date: March 12, 2008 Date: 3/28/08
BLACKROCK DISTRIBUTORS, INC.
By: /s/ Xxxxx Xx Xxxxxxx
------------------------------
Name: Xxxxx Xx Xxxxxxx
Title: Vice President
Date: 3-25-08
2
agrees to provide general shareholder liaison services relating to the
administration of shareholder accounts with respect to Clients who may from time
to time beneficially own shares:
"Shareholder liaison services" include, but are not limited to, (i) answering
Client inquiries regarding account status and history, the manner in which
purchases, exchanges and redemptions or repurchases of shares may be effected
and certain other matters pertaining to the Clients' investments; (ii) assisting
Clients in designating and changing dividend options, account designations and
addresses; and (iii) providing such other similar services as the Adviser, Fund,
Underwriter or a Client may reasonably request.
(c) In return for the fees payable by the Fund or its designee for the
Distribution/Sales Support Fee services, Company agrees that it will provide the
following services to Clients:
These distribution and sales support services may include some or all of the
following: (i) the implementation of marketing and promotional activities,
including direct mail promotions; (ii) the distribution of sales literature;
(iii) the payment of expenditures for sales or distribution support services
such as for telephone facilities and in-house telemarketing; (iv) the payment of
commissions, incentive compensation or other compensation to, and expenses of,
account executives or other employees of Company, attributable to distribution
or sales support activities; (v) the payment of travel, equipment, printing,
delivery and mailing costs, overhead and other office expenses of Company
attributable to distribution or sales support activities, as applicable; and
(vi) the payment of any other costs and expenses relating to distribution or
sales support activities.
(d) The fees paid to Company pursuant to this Agreement, as amended, are
reasonable in relation to the services it provides and reasonably similar to
fees it receives for equivalent services provided to other parties.
6. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
HARTFORD LIFE INSURANCE COMPANY BLACKROCK ADVISORS, LLC
By: /s/ Xxxxx Xxx By:
------------------------------
Name: Xxxxx Xxx Name:
Title: Vice President Title:
Date: March 12, 2008 Date:
BLACKROCK DISTRIBUTORS, INC.
By: /s/ Xxxxx Xx Xxxxxxx
------------------------------
Name: Xxxxx Xx Xxxxxxx
Title: Vice President
Date: 3-25-08
2
SCHEDULE A
Separate Accounts
Each Separate Account established by resolution of the Board of Directors of
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 Market
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
403 and 457 Markets
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account
Two, Separate Account Eleven, Separate Account Fourteen
3
SCHEDULE B
Due to fund launches, reorganizations, liquidations, and fund or individual
share class closings, not all the funds listed on Schedule B may be available as
of the execution date of this agreement or in the future. Please see the current
applicable Prospectus for additional information on availability of individual
funds.
In consideration of the services provided by Company, each of the Funds,
pursuant to the terms of the applicable prospectus (with respect to the
Shareholder Liaison Fee) and the Adviser or its designee (with respect to the
Operational Fee) agrees to pay Company an amount equal to the following basis
points per annum on the average aggregate amount invested in Class A Share(s)
and Institutional Shares(s) in each Portfolio included in this schedule under
the Fund Participation Agreement. Invoices will be provided to the Adviser by
Company and invoices will be paid by the Adviser or its designee within 30 days
following receipt of such invoice. The invoice will be submitted on a quarterly
basis in a Microsoft Excel format and include the following information:
1. The total average daily net assets during the period covered by the invoice
for each Fund and Share Class (ticker/cusip).
2. The basis point rate that applies to each ticker/cusip.
3. The subtotal amount due for each Fund and Share Class (ticker/cusip).
4. The total amount due.
5. Payment instructions (Wire/Check/ACH).
6. Contact information for Company
EQUITY FUNDS
SHAREHOLDER
LIAISON OPERATIONAL
CLASS FUND NAME TICKER FEE FEE
------------------------------------------------------------------------------------------------------------------------
A BlackRock Aggressive Growth Prepared Portfolio BAAPX 0.25% 0.25%
Institutional BlackRock Aggressive Growth Prepared Portfolio BIAPX 0.00% 0.25%
A BlackRock All-Cap Global Resources Portfolio BACAX 0.25% 0.25%
Institutional BlackRock All-Cap Global Resources Portfolio BACIX 0.00% 0.25%
A BlackRock Asset Allocation Portfolio PCBAX 0.25% 0.25%
Institutional BlackRock Asset Allocation Portfolio PBAIX 0.00% 0.25%
A BlackRock Aurora Portfolio SSRAX 0.25% 0.25%
Institutional BlackRock Aurora Portfolio SSRCX 0.00% 0.25%
A BlackRock Balanced Capital Fund, Inc. MDCPX 0.25% 0.25%
Institutional BlackRock Balanced Capital Fund, Inc. MACPX 0.00% 0.25%
A BlackRock Basic Value Fund, Inc. MDBAX 0.25% 0.25%
Institutional BlackRock Basic Value Fund, Inc. MABAX 0.00% 0.25%
A BlackRock Capital Appreciation Portfolio SRLAX 0.25% 0.25%
Institutional BlackRock Capital Appreciation Portfolio SRLSX 0.00% 0.25%
A BlackRock Commodity Strategies Fund MDCDX 0.25% 0.25%
Institutional BlackRock Commodity Strategies Fund MACDX 0.00% 0.25%
A BlackRock Conservative Prepared Portfolio BACPX 0.25% 0.25%
Institutional BlackRock Conservative Prepared Portfolio BICPX 0.00% 0.25%
A BlackRock Global Emerging Markets Fund, Inc. MDDCX 0.25% 0.25%
Institutional BlackRock Global Emerging Markets Fund, Inc. MADCX 0.00% 0.25%
A BlackRock Equity Dividend Fund MDDVX 0.25% 0.25%
Institutional BlackRock Equity Dividend Fund MADVX 0.00% 0.25%
A BlackRock EuroFund MDEFX 0.25% 0.25%
Institutional BlackRock EuroFund MAEFX 0.00% 0.25%
4
SHAREHOLDER
LIAISON OPERATIONAL
CLASS FUND NAME TICKER FEE FEE
------------------------------------------------------------------------------------------------------------------------
A BlackRock Focus Growth Fund, Inc. MDFOX 0.25% 0.25%
Institutional BlackRock Focus Growth Fund, Inc. MAFOX 0.00% 0.25%
A BlackRock Focus Value Fund, Inc. MDPNX 0.25% 0.25%
Institutional BlackRock Focus Value Fund, Inc. MAPNX 0.00% 0.25%
A BlackRock Fundamental Growth Fund, Inc. MDFGX 0.25% 0.25%
Institutional BlackRock Fundamental Growth Fund, Inc. MAFGX 0.00% 0.25%
A BlackRock Global Allocation Fund, Inc. MDLOX 0.25% 0.25%
Institutional BlackRock Global Allocation Fund, Inc. MALOX 0.00% 0.25%
A BlackRock Global Dynamic Equity Fund MDEGX 0.25% 0.25%
Institutional BlackRock Global Dynamic Equity Fund MAEGX 0.00% 0.25%
A BlackRock Global Financial Services Fund, Inc. MDFNX 0.25% 0.25%
Institutional BlackRock Global Financial Services Fund, Inc. MAFNX 0.00% 0.25%
A BlackRock Global Growth Fund, Inc. MDGGX 0.25% 0.25%
Institutional BlackRock Global Growth Fund, Inc. MAGGX 0.00% 0.25%
A BlackRock Global Opportunities Portfolio BROAX 0.25% 0.25%
Institutional BlackRock Global Opportunities Portfolio BROIX 0.00% 0.25%
A BlackRock Global Resources Portfolio SSGRX 0.25% 0.25%
Institutional BlackRock Global Resources Portfolio SGLSX 0.00% 0.25%
A BlackRock Global Science & Technology BGSAX 0.25% 0.25%
Opportunities Portfolio
Institutional BlackRock Global Science & Technology BGSIX 0.00% 0.25%
Opportunities Portfolio
A BlackRock Global SmallCap Fund, Inc. MDGCX 0.25% 0.25%
Institutional BlackRock Global SmallCap Fund, Inc. MAGCX 0.00% 0.25%
A BlackRock Growth Prepared Portfolio BAGPX 0.25% 0.25%
Institutional BlackRock Growth Prepared Portfolio BIGPX 0.00% 0.25%
A BlackRock Health Sciences Opportunities Portfolio SHSAX 0.25% 0.25%
Institutional BlackRock Health Sciences Opportunities Portfolio SHSSX 0.00% 0.25%
A BlackRock Healthcare Fund, Inc. MDHCX 0.25% 0.25%
Institutional BlackRock Healthcare Fund, Inc. MAHCX 0.00% 0.25%
A BlackRock International Fund MDILX 0.25% 0.25%
Institutional BlackRock International Fund MAILX 0.00% 0.25%
A BlackRock International Opportunities Portfolio BREAX 0.25% 0.25%
Institutional BlackRock International Opportunities Portfolio BISIX 0.00% 0.25%
A BlackRock International Value Fund MDIVX 0.25% 0.25%
Institutional BlackRock International Value Fund MAIVX 0.00% 0.25%
A BlackRock Large Cap Core Fund MDLRX 0.25% 0.25%
Institutional BlackRock Large Cap Core Fund MALRX 0.00% 0.25%
A BlackRock Large Cap Growth Fund MDLHX 0.25% 0.25%
Institutional BlackRock Large Cap Growth Fund MALHX 0.00% 0.25%
A BlackRock Large Cap Value Fund MDLVX 0.25% 0.25%
Institutional BlackRock Large Cap Value Fund MALVX 0.00% 0.25%
A BlackRock Latin America Fund, Inc. MDLTX 0.25% 0.25%
Institutional BlackRock Latin America Fund, Inc. MALTX 0.00% 0.25%
A BlackRock Lifecycle Prepared Portfolio 2010 BAPAX 0.25% 0.25%
Institutional BlackRock Lifecycle Prepared Portfolio 2010 BIPAX 0.00% 0.25%
A BlackRock Lifecycle Prepared Portfolio 2015 BAPBX 0.25% 0.25%
Institutional BlackRock Lifecycle Prepared Portfolio 2015 BIPBX 0.00% 0.25%
A BlackRock Lifecycle Prepared Portfolio 2020 BAPCX 0.25% 0.25%
Institutional BlackRock Lifecycle Prepared Portfolio 2020 BIPCX 0.00% 0.25%
A BlackRock Lifecycle Prepared Portfolio 2025 BAPDX 0.25% 0.25%
5
SHAREHOLDER
LIAISON OPERATIONAL
CLASS FUND NAME TICKER FEE FEE
------------------------------------------------------------------------------------------------------------------------
Institutional BlackRock Lifecycle Prepared Portfolio 2025 BIPDX 0.00% 0.25%
A BlackRock Lifecycle Prepared Portfolio 2030 BAPEX 0.25% 0.25%
Institutional BlackRock Lifecycle Prepared Portfolio 2030 BIPEX 0.00% 0.25%
A BlackRock Lifecycle Prepared Portfolio 2035 BAPGX 0.25% 0.25%
Institutional BlackRock Lifecycle Prepared Portfolio 2035 BIPGX 0.00% 0.25%
A BlackRock Lifecycle Prepared Portfolio 2040 BAPHX 0.25% 0.25%
Institutional BlackRock Lifecycle Prepared Portfolio 2040 BIPHX 0.00% 0.25%
A BlackRock Lifecycle Prepared Portfolio 2045 BAPJX 0.25% 0.25%
Institutional BlackRock Lifecycle Prepared Portfolio 2045 BIPJX 0.00% 0.25%
A BlackRock Lifecycle Prepared Portfolio 2050 BAPKX 0.25% 0.25%
Institutional BlackRock Lifecycle Prepared Portfolio 2050 BIPKX 0.00% 0.25%
A BlackRock Mid Cap Value Opportunities Fund MDRFX 0.25% 0.25%
Institutional BlackRock Mid Cap Value Opportunities Fund MARFX 0.00% 0.25%
A BlackRock Mid-Cap Growth Equity Portfolio BMGAX 0.25% 0.25%
Institutional BlackRock Mid-Cap Growth Equity Portfolio CMGIX 0.00% 0.25%
A BlackRock Mid-Cap Value Equity Portfolio BMCAX 0.25% 0.25%
Institutional BlackRock Mid-Cap Value Equity Portfolio CMVIX 0.00% 0.25%
A BlackRock Moderate Prepared Portfolio BAMPX 0.25% 0.25%
Institutional BlackRock Moderate Prepared Portfolio BIMPX 0.00% 0.25%
A BlackRock Natural Resources Trust MDGRX 0.25% 0.25%
Institutional BlackRock Natural Resources Trust MAGRX 0.00% 0.25%
A BlackRock Pacific Fund, Inc. MDPCX 0.25% 0.25%
Institutional BlackRock Pacific Fund, Inc. MAPCX 0.00% 0.25%
A BlackRock Small Cap Core Equity Portfolio BSQAX 0.25% 0.25%
Institutional BlackRock Small Cap Core Equity Portfolio BSQIX 0.00% 0.25%
A BlackRock Small Cap Growth Equity Portfolio CSGEX 0.25% 0.25%
Institutional BlackRock Small Cap Growth Equity Portfolio PSGIX 0.00% 0.25%
A BlackRock Small Cap Growth Fund II MDSWX 0.25% 0.25%
Institutional BlackRock Small Cap Growth Fund II MASWX 0.00% 0.25%
A BlackRock Small Cap Value Equity Portfolio PSEIX 0.25% 0.25%
Institutional BlackRock Small Cap Value Equity Portfolio PNSEX 0.00% 0.25%
A BlackRock Small/Mid-Cap Growth Equity Portfolio SCGAX 0.25% 0.25%
Institutional BlackRock Small/Mid-Cap Growth Equity Portfolio SSEGX 0.00% 0.25%
A BlackRock Technology Fund, Inc. MDGTX 0.25% 0.25%
Institutional BlackRock Technology Fund, Inc. MAGTX 0.00% 0.25%
A BlackRock U.S. Opportunities Portfolio BMEAX 0.25% 0.25%
Institutional BlackRock U.S. Opportunities Portfolio BMCIX 0.00% 0.25%
A BlackRock Utilities and Telecommunications Fund, MDGUX 0.25% 0.25%
Inc.
Institutional BlackRock Utilities and Telecommunications Fund, MAGUX 0.00% 0.25%
Inc.
A BlackRock Value Opportunities Fund, Inc. MDSPX 0.25% 0.25%
Institutional BlackRock Value Opportunities Fund, Inc. MASPX 0.00% 0.25%
FIXED INCOME FUNDS
SHAREHOLDER
LIAISON OPERATIONAL
CLASS FUND NAME TICKER FEE FEE
------------------------------------------------------------------------------------------------------------------------
A BlackRock Enhanced Income Portfolio* BRIVX 0.25% 0.00%
Institutional BlackRock Enhanced Income Portfolio* BRIIX 0.00% 0.00%
A BlackRock GNMA Portfolio BGPAX 0.25% 0.20%
6
SHAREHOLDER
LIAISON OPERATIONAL
CLASS FUND NAME TICKER FEE FEE
------------------------------------------------------------------------------------------------------------------------
Institutional BlackRock GNMA Portfolio BGNIX 0.00% 0.20%
A BlackRock Government Income Portfolio CCGAX 0.25% 0.20%
Institutional BlackRock Government Income Portfolio BFICX 0.00% 0.20%
A BlackRock High Income Fund MDHIX 0.25% 0.20%
Institutional BlackRock High Income Fund MAHIX 0.00% 0.20%
A BlackRock High Yield Bond Portfolio BHYAX 0.25% 0.20%
Institutional BlackRock High Yield Bond Portfolio BHYIX 0.00% 0.20%
A BlackRock Inflation Protected Bond Portfolio BPRAX 0.25% 0.20%
Institutional BlackRock Inflation Protected Bond Portfolio BPRIX 0.00% 0.20%
A BlackRock Intermediate Bond Portfolio II CCIAX 0.25% 0.20%
Institutional BlackRock Intermediate Bond Portfolio II PNBIX 0.00% 0.20%
A BlackRock Intermediate Government Bond Portfolio CIGAX 0.25% 0.20%
Institutional BlackRock Intermediate Government Bond Portfolio PNIGX 0.00% 0.20%
A BlackRock International Bond Portfolio BIIAX 0.25% 0.20%
Institutional BlackRock International Bond Portfolio CINSX 0.00% 0.20%
A BlackRock Low Duration Bond Portfolio BLDAX 0.25% 0.20%
Institutional BlackRock Low Duration Bond Portfolio BFMSX 0.00% 0.20%
A BlackRock Managed Income Portfolio CMIAX 0.25% 0.20%
Institutional BlackRock Managed Income Portfolio PNMIX 0.00% 0.20%
A BlackRock Short Term Bond Fund MDDUX 0.25% 0.20%
Institutional BlackRock Short Term Bond Fund MADUX 0.00% 0.20%
A BlackRock Total Return Fund MDHQX 0.25% 0.20%
Institutional BlackRock Total Return Fund MAHQX 0.00% 0.20%
A BlackRock Total Return Portfolio II BCBAX 0.25% 0.20%
Institutional BlackRock Total Return Portfolio II BFMCX 0.00% 0.20%
A BlackRock World Income Fund, Inc. MDWIX 0.25% 0.20%
Institutional BlackRock World Income Fund, Inc. MAWIX 0.00% 0.20%
------------
* THIS FUND IS EXCLUDED FROM PAYMENT FOR THE OPERATIONAL FEE
INDEX FUNDS
SHAREHOLDER
LIAISON OPERATIONAL
CLASS FUND NAME TICKER FEE FEE
------------------------------------------------------------------------------------------------------------------------
A BlackRock International Index Fund MDIIX 0.25% 0.05%
Institutional BlackRock International Index Fund MAIIX 0.00% 0.05%
A BlackRock S & P 500 Inex Fund MDSRX 0.25% 0.05%
Institutional BlackRock S & P 500 Inex Fund MASRX 0.00% 0.05%
A BlackRock Small Cap Index Fund MDSKX 0.25% 0.05%
Institutional BlackRock Small Cap Index Fund MASKX 0.00% 0.05%
7
SCHEDULE B-1
Due to fund launches, reorganizations, liquidations, and fund or individual
share class closings, not all the funds listed on Schedule X-x may be available
as of the execution date of this agreement or in the future. Please see the
current applicable Prospectus for additional information on availability of
individual funds.
In consideration of the services provided by Hartford, each of the Funds,
pursuant to the terms of the applicable prospectus (with respect to the
Shareholder Liaison Fee and the Distribution and Sales Support Fee) agrees to
pay Hartford an amount equal to the following basis points per annum on the
average aggregate amount invested in Class R Share(s) in each Portfolio included
in this schedule under the Fund Participation Agreement. Invoices will be
provided to the Adviser by Hartford and invoices will be paid by the Adviser or
its designee within 30 days following receipt of such invoice. The invoice will
be submitted on a quarterly basis in a Microsoft Excel format and include the
following information:
1. The total average daily net assets during the period covered by the invoice
for each Fund and Share Class (ticker/cusip).
2. The basis point rate that applies to each ticker/cusip.
3. The subtotal amount due for each Fund and Share Class (ticker/cusip).
4. The total amount due.
5. Payment instructions (Wire/Check/ACH).
6. Contact information for Hartford
EQUITY FUNDS
CLASS FUND NAME CUSIP TICKER
-----------------------------------------------------------------------------------------------
R BlackRock Aggressive Growth Prepared Portfolio 00000X000 BRAPX
R BlackRock Aurora Portfolio 00000X000 SSRRX
R BlackRock Balanced Capital Fund, Inc. 00000X000 MRBPX
R BlackRock Basic Value Fund, Inc. 00000X000 MRBVX
R BlackRock Conservative Prepared Portfolio 00000X000 BRCPX
R BlackRock Equity Dividend Fund 00000X000 MRDVX
R BlackRock EuroFund 00000X000 MREFX
R BlackRock Focus Value Fund, Inc. 00000X000 MRPNX
R BlackRock Fundamental Growth Fund, Inc. 00000X000 MRFGX
R BlackRock Global Allocation Fund, Inc. 00000X000 MRLOX
R BlackRock Global Dynamic Equity Fund 00000X000 MREGX
R BlackRock Global Financial Services Fund, Inc. 00000X000 MRFNX
R BlackRock Global Growth Fund, Inc. 00000X000 MRGWX
R BlackRock Global SmallCap Fund, Inc. 00000X000 MRGSX
R BlackRock Growth Prepared Portfolio 00000X000 BRGPX
R BlackRock Healthcare Fund, Inc. 00000X000 MRHCX
R BlackRock International Value Fund 00000X000 MRIVX
R BlackRock Large Cap Core Fund 00000X000 MRLRX
R BlackRock Large Cap Growth Fund 00000X000 MRLHX
R BlackRock Large Cap Value Fund 00000X000 MRLVX
R BlackRock Lifecycle Prepared Portfolio 2010 00000X000 BRPAX
R BlackRock Lifecycle Prepared Portfolio 2015 00000X000 BRPBX
R BlackRock Lifecycle Prepared Portfolio 2020 00000X000 BRPCX
R BlackRock Lifecycle Prepared Portfolio 2025 00000X000 BRPDX
R BlackRock Lifecycle Prepared Portfolio 2030 00000X000 BRPEX
R BlackRock Lifecycle Prepared Portfolio 2035 00000X000 BRPGX
R BlackRock Lifecycle Prepared Portfolio 2040 00000X000 BRPHX
R BlackRock Lifecycle Prepared Portfolio 2045 00000X000 BRPJX
SHAREHOLDER DISTRIBUTION/
LIAISON SALES SUPPORT OPERATIONAL
CLASS FEE FEE FEE
------------ ---------------------------------------------------------------------
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
8
CLASS FUND NAME CUSIP TICKER
-----------------------------------------------------------------------------------------------
R BlackRock Lifecycle Prepared Portfolio 2050 00000X000 BRPKX
R BlackRock Mid Cap Value Opportunities Fund 00000X000 MRRFX
R BlackRock Mid-Cap Growth Equity Portfolio 00000X000 BMRRX
R BlackRock Moderate Prepared Portfolio 00000X000 BRMPX
R BlackRock Pacific Fund, Inc. 00000X000 MRPCX
R BlackRock Small Cap Growth Fund II 00000X000 MRUSX
R BlackRck Small/Mid-Cap Growth Equity Portfolio 00000X000 SSPRX
R BlackRock Technology Fund, Inc. 00000X000 MRGTX
R BlackRock Value Opportunities Fund, Inc. 00000X000 MRSPX
SHAREHOLDER DISTRIBUTION/
LIAISON SALES SUPPORT OPERATIONAL
CLASS FEE FEE FEE
------------ ---------------------------------------------------------------------
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
R 0.25% 0.25% 0.25%
FIXED INCOME FUNDS
CLASS FUND NAME CUSIP TICKER
--------------------------------------------------------------------------
R BlackRock Short Term Bond Fund 00000X000 MRDUX
R BlackRock Total Return Fund 00000X000 MRCBX
R BlackRock Total Return II Portfolio 00000X000 BCBRX
SHARE HOLDER DISTRIBUTION/
LIAISON SALES SUPPORT OPERATIONAL
CLASS FEE FEE FEE
-------- ---------------------------------------------------------
R 0.25% 0.25% 0.20%
R 0.25% 0.25% 0.20%
R 0.25% 0.25% 0.20%
9
[LOGO]
BLACKROCK
September 11, 2008
Re: Amendment to Agreement(s)
Dear Sir or Madam:
Currently, your firm has an agreement ("Agreement" or "Agreement(s)") with
BlackRock Distributors, Inc. ("BDI") and/or BlackRock Advisors, LLC relating to
sales of the BlackRock open-end mutual funds pursuant to which you may provide
one or more of the following types of services under the Agreement: general
shareholder liaison, distribution and sales support, distribution and marketing
support, operational and/or recordkeeping services, networking services and/or
sub-accounting services with respect to certain BlackRock open-end mutual funds
(collectively, the "Funds") in return for certain payments.
Effective as of October 1, 2008, BlackRock Investments, Inc. ("BII") will
replace BDI as distributor to the Funds. Therefore, we are proposing that your
Agreement(s) be amended to replace BDI with BII.
In addition this letter confirms that, under the terms of the applicable
prospectuses and 12b-1 Plans for the Funds underwritten by BII, and consistent
with BII's course of dealing with your firm and pursuant to such Agreement(s),
any Rule 12b-1 fees that BII may pay to your firm pursuant to the terms of your
Agreement(s) will only derive from Rule 12b-1 fees actually received by BII from
the applicable Fund, and, consistent with guidelines from the Financial Industry
Regulatory Authority, Inc. and the Securities and Exchange Commission, any Rule
12b-1 and/or service fees are not payable by BII to your firm unless and until
received by the applicable Fund.
This letter also confirms that once BII receives such service and 12b-1 fees
from the applicable Fund, commissions or other payments will be paid to your
firm in the same manner and time frame to which your firm is accustomed to
receiving such fees (so long as such fees are included under the terms of your
Agreement(s)).
We are hereby notifying your firm of our intent to revise our existing agreement
to replace BDI with BII and to add in additional language regarding the
preceding paragraph. While we also ask that you indicate acceptance of the
amendment to the Agreement(s) by signing, dating and returning to us a copy of
the attached Amendment, any transaction you submit to us on or after October 1,
2008 will be deemed to evidence your firm's consent to this revision to our
existing Agreement(s).
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Tel 000.000.0000
xxx.xxxxxxxxx.xxx
1
If you object to the Amendment, please contact Xxxxx Xxxx Xxxxx at 000-000-0000
immediately. If we do not hear from you within ten (10) days from the date of
this letter, we will assume that you do not have any objections to the
Amendment.
Please sign and date the Amendment and mail it to:
BlackRock Investments, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxx Xxxxx
We appreciate your cooperation.
Sincerely,
/s/ Xxx Xxxxx
------------------------------
Xxx Xxxxx
Managing Director
BlackRock
2
Amendment to Agreement (s)
You ("Service Organization") have entered into one or more agreements
("Agreement" or "Agreement(s)") with BlackRock Distributors, Inc. ("BDI") and/or
BlackRock Advisors, LLC relating to sales of the BlackRock open-end mutual funds
pursuant to which you may provide one or more of the following types of services
under the terms of your Agreement(s): general shareholder liaison, distribution
and sales support, distribution and marketing support, operational and/or
recordkeeping services, networking services and/or sub-accounting services in
return for certain payments. The parties to the Agreement(s) hereby agree that
effective as of October 1, 2008, each such Agreement is hereby amended to
indicate that BlackRock Investments, Inc. ("BII") shall replace BDI as a
contracting party, and each reference to BDI in the Agreement shall be replaced
with a reference to BII. Service Organization hereby consents to BII succeeding
to all of BDI's rights, obligations, interests and liabilities under the
Agreements and to the substitution in all respects of BII for BDI as a party to
the Agreements.
The parties to the Agreement(s) agree that, under the terms of the Prospectuses
and 12b-1 Plans for the Funds underwritten by BII and consistent with BII's
course of dealing with your firm and pursuant to such Agreement(s), any Rule
12b-1 fees that BII may pay to your firm in connection with distribution and/or
shareholder services and pursuant to the terms of your firm's Agreement(s), if
applicable, will only derive from Rule 12b-1 fees actually received by BII from
the applicable Fund, and consistent with guidelines from the Financial Industry
Regulatory Authority, Inc. and the Securities and Exchange Commission, any Rule
12b-1 and/or service fees are not payable by BII to your firm unless and until
received by the applicable Fund.
This amendment confirms that once BII receives such service and/or 12b-1 fees
from the applicable Fund, commissions or other payments will be paid to your
firm in the same manner and time frame to which your firm is accustomed to
receiving such fees (so long as such fees are included under the terms of your
Agreement(s)).
*************
To the extent that provisions of the Agreement(s) and this Amendment are in
conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreement(s) shall remain unchanged and in full
force and effect, and are hereby ratified and confirmed in all respects as
amended hereby.
3
Agreed and Accepted:
Firm Name: Hartford Life Insurance Co. BlackRock Investments, Inc.
Signature: /s/ Xxxxx Xxx Signature: /s/ Xxx Xxxxx
---------------------------- ----------------------------
Name: Xxxxx Xxx Name: Xxx Xxxxx
Title: Senior. Vice President Title: Manager Director
Date: 1/16/2009 Date: 2/5/2009
BlackRock Distributors, Inc.
Signature: /s/ Xxxxx XxXxxxxxx
----------------------------
Name: Xxxxx XxXxxxxxx
Title: Vice President
Date: 2/3/2009
4
Amendment to Agreement (s)
You ("Service Organization") have entered into one or more agreements
("Agreement" or "Agreement(s)") with BlackRock Distributors, Inc. ("BDI") and/or
BlackRock Advisors, LLC relating to sales of the BlackRock open-end mutual funds
pursuant to which you may provide one or more of the following types of services
under the terms of your Agreement(s): general shareholder liaison, distribution
and sales support, distribution and marketing support, operational and/or
recordkeeping services, networking services and/or sub-accounting services in
return for certain payments. The parties to the Agreement(s) hereby agree that
effective as of October 1, 2008, each such Agreement is hereby amended to
indicate that BlackRock Investments, Inc. ("BII") shall replace BDI as a
contracting party, and each reference to BDI in the Agreement shall be replaced
with a reference to BII. Service Organization hereby consents to BII succeeding
to all of BDI's rights, obligations, interests and liabilities under the
Agreements and to the substitution in all respects of BII for BDI as a party to
the Agreements.
The parties to the Agreement(s) agree that, under the terms of the Prospectuses
and 12b-1 Plans for the Funds underwritten by BII and consistent with BII's
course of dealing with your firm and pursuant to such Agreement(s), any Rule
12b-1 fees that BII may pay to your firm in connection with distribution and/or
shareholder services and pursuant to the terms of your firm's Agreement(s), if
applicable, will only derive from Rule 12b-1 fees actually received by BII from
the applicable Fund, and consistent with guidelines from the Financial Industry
Regulatory Authority, Inc. and the Securities and Exchange Commission, any Rule
12b-1 and/or service fees are not payable by BII to your firm unless and until
received by the applicable Fund.
This amendment confirms that once BII receives such service and/or 12b-1 fees
from the applicable Fund, commissions or other payments will be paid to your
firm in the same manner and time frame to which your firm is accustomed to
receiving such fees (so long as such fees are included under the terms of your
Agreement(s)).
*************
To the extent that provisions of the Agreement(s) and this Amendment are in
conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreement(s) shall remain unchanged and in full
force and effect, and are hereby ratified and confirmed in all respects as
amended hereby.
3
Amends The Retail Fund Participation Agreement
Dated: December 8, 2004
Agreed and Accepted:
Firm Name: Hartford Life Insurance BlackRock Investments, Inc.
Company
Signature: /s/ Xxxxx Xxxxx Signature: /s/ Xxx Xxxxx
---------------------------- ----------------------------
Name: Xxxxx Xxxxx Name: Xxx Xxxxx
Title: Assistant Vice President Title: Managing Director
Dated: September 16, 2008 Dated: 9/24/2008
BlackRock Distributors, Inc.
Signature: /s/ Xxxxx Xxxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
Dated: 09/22/2008
4
AMENDMENT TO THE
RETAIL FUND PARTICIPATION AGREEMENT
BY AND AMONG
BLACKROCK INVESTMENTS, LLC, BLACKROCK ADVISORS, LLC, BLACKROCK
INSITUTIONAL TRUST COMPANY, N.A., BLACKROCK FUNDS, BLACKROCK
FUND ADVISORS
AND
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT (the "Amendment"), dated as of July 15, 2011 and effective as of
July 1, 2011 (the "Effective Date") is made and entered into by and among
BlackRock Investments, LLC, formerly known as BlackRock Investments, Inc. and
the successor distributor to BlackRock Distributors, Inc. (the "Underwriter" or
"BRIL"), BlackRock Advisors, LLC, formerly known as BlackRock Advisors, Inc.
("BAL"), BlackRock Institutional Trust Company, N.A. ("BTC"), BlackRock Funds,
BlackRock Fund Advisors ("BFA"), and Hartford Life Insurance Company
("Company"). This Amendment amends the Retail Fund Participation Agreement,
dated December 8, 2004, as amended (the "Agreement"), by and among BlackRock
Funds, BlackRock Advisors, Inc., BlackRock Distributors, Inc., and Company.
Capitalized terms used in this Amendment and not defined herein shall have the
same meaning ascribed to them in the Agreement.
WHEREAS, Company, BlackRock Funds III, formerly known as Barclays Global
Investors Funds ("BRFIII"), and BFA, formerly known as Barclays Global Fund
Advisors ("BFA"), were parties to the Retail Fund Participation Agreement, dated
February 28th, 2003 (the "2003 Agreement"), under which Company purchased shares
of certain mutual funds (the "BRF III Portfolios");
WHEREAS, after BlackRock, Inc. acquired Barclays Global Investors, there were
duplicative agreements between Company and BlackRock entities with respect to
the BRF III Portfolios, and as a result, BlackRock Funds, the Underwriter, and
BAL sent Company a negative consent amendment (the "Negative Consent"), dated
March 23, 2010, terminating the 2003 Agreement as of April 1, 2010 (the "2003
Agreement Termination Date") and adding BTC as a party to the Agreement;
WHEREAS, the parties desire to ratify the termination of the 2003 Agreement but
modify certain other provisions set forth in the Negative Consent;
WHEREAS, the Underwriter and BAL desire to (i) increase the number of Portfolios
available under the Agreement for investment by Company, (ii) remove BTC as a
party to the Agreement since BAL or its designee will pay fees to Company
pursuant to the new SCHEDULE B
to the Agreement, (iii) remove BlackRock Funds as a party to the Agreement since
BlackRock Funds is no longer the only BlackRock open-end investment management
company issuing shares in Portfolios available pursuant to the Agreement, and
other BlackRock parties to the Agreement can assume the responsibilities of
BlackRock Funds, and (iv) add BFA as a party to the Agreement since it is the
investment adviser for the BRF III Portfolios, and all these proposals are
acceptable to Company, BTC and BlackRock Funds; and
WHEREAS, the parties desire to revise the compensation provisions of the
Agreement by replacing SCHEDULES B AND B-1 thereto;
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties, intending to be legally bound, agree as
follows:
1. The parties hereby ratify the termination of the 2003 Agreement as of the
2003 Agreement Termination Date and agree that all distribution activities,
sales support activities, shareholder liaison services, and operational and
recordkeeping services performed by Company on or after April 1, 2010 in
connection with shares of the BRF III Portfolios which were purchased prior to
that date pursuant to the 2003 Agreement are being performed in accordance with,
and governed by, the Agreement.
2. BlackRock Funds and BTC shall no longer be parties to the Agreement.
3. BFA shall be added as a party to the Agreement, and any reference to the
"Adviser" shall mean BAL and/or BFA, as applicable. Without limiting the
generality of the foregoing, the term "Indemnified Party" in Section 6.1(a) of
the Agreement shall include BFA, each of its trustees, directors, officers,
employees and agents, and each person who controls BFA within the meaning of
section 15 of the 1933 Act.
4. The term "Fund" shall mean all open-end management investment companies
whose investment portfolios are specified in SCHEDULE B hereto as being
available for investment by Company or a specific investment company offering an
investment portfolio specified in SCHEDULE B, as applicable, and from and after
the Effective Date, any responsibilities of the "Fund" pursuant to the Agreement
shall be performed by the Underwriter or the Adviser, as applicable.
5. Sections 1.3 and 1.8 of the Agreement are hereby amended to delete all
references to special timing with respect to the BRF III Portfolios.
6. Section 9.1(a) of the Agreement is hereby amended to rename the section
"Section 9.1", delete all the notice information therein for BlackRock entities,
and replace the notice information as follows:
If to the Adviser:
BlackRock Advisors, LLC
Attn: Xxxx Xxxx,
Business Analytics
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
with a copy to:
Xxxxxx Xxxxxxxx, General Counsel
BlackRock, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
If to the Underwriter:
BlackRock Investments, LLC
Attention: Xxxxx Xxxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
with a copy to:
BlackRock Investments, LLC
Xxxx Xxxxx, Chief Compliance Officer
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
7. Section 10.9 of the Agreement is hereby deleted in its entirety.
8. SCHEDULE A of the Agreement is hereby deleted in its entirety and replaced
with SCHEDULE A attached hereto.
9. SCHEDULES B AND B-1 of the Agreement are hereby deleted in their entirety
and replaced with SCHEDULE B attached hereto, and all references in the
Agreement to SCHEDULE B-1 shall be replaced with references to SCHEDULE B.
10 Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect.
11. This Amendment may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly
authorized officers as of the Effective Date.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President
BLACKROCK FUNDS
By: /s/ Xxxxxxx Xxxx
------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.
By: /s/ Xxxxx Xxxxxxxx /s/ Xxxxxxx Xxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxxx Xxxxxxx Xxxx
Title: Managing Director Managing Director
BLACKROCK ADVISORS, LLC
By: /s/ Xxxx Xxxx
------------------------------
Name: Xxxx Xxxx
Title: Director
BLACKROCK INVESTMENTS, LLC
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
BLACKROCK FUND ADVISORS
By: /s/ Xxxxxxx Xxxx
------------------------------
Name: Xxxxxxx Xxxx
Title: Managing Director
AGREED AND ACCEPTED:
BLACKROCK FUNDS III
By: /s/ Xxxxxxx Xxxx
------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts.
SCHEDULE B
In consideration of the services provided by Company in accordance with the
Agreement to Separate Accounts on whose behalf Company holds shares of the Funds
listed below, the following fees will be paid:
Part I: Shareholder Liaison Fee and/or Distribution and Sales Support Fee
These fees will be paid pursuant to the terms of the applicable prospectus and
statement of additional information. Company agrees to waive the payment of any
general shareholder liaison services and/or distribution and sales support fees
unless and until BRIL has received such fees from the applicable Fund.
Part II: Operational Services Fee (or Operational and Recordkeeping Fee)
BAL or its designee agrees to pay Company an amount equal to the following basis
points per annum on the average net daily asset value of share(s) in each
Portfolio included in this Schedule held by Company on behalf of the Separate
Accounts.
Open-End Equity, Fixed Income and Index Funds (1)
EQUITY FIXED INCOME INDEX
--------------------------------------------------------------------------------
Class A: 30 bps 30 bps 5 bps
Class R: 30 bps 30 bps 5 bps
Service Class: 30 bps 30 bps 5 bps
Institutional Class: 20 bps 20 bps 5 bps
LIFEPATH (2) EQUITY INDEX
--------------------------------------------------------------------------------
Investor A: 50 bps 5 bps
R: 30 bps 5 bps
Institutional Class: 50 bps 5 bps
Part III:
Invoices will be provided by Company to BAL or its designee. Payment shall be
made by BAL or its designee quarterly following receipt of such invoice.
------------
(1) Due to fund launches, reorganizations, liquidations, and fund or individual
share class closings, not all the Funds in each of the share classes listed
in this Schedule may be available as of the Effective Date or in the
future. BAL shall provide Company with reasonable advance notice, such as a
broker dealer or back-office communication, in the event that any Fund(s)
listed herein and available under this Agreement are not or will not be
available to Company. Upon the signing of this Amendment, and thereafter
upon the reasonable request of Company, BAL shall forward Company a
complete list of all of the Funds then available under the Agreement, which
shall include their categories, share classes, and CUSIPs.
(2) For purposes of this Agreement, LifePath Index Funds are considered to be
BlackRock Index Funds, and the Operational Services fee for LifePath Index
Funds shall be 0 .05% (5 bps).
Company will submit invoices to BAL or its designee at
XxxXxxxxxxx.Xxxxxxxx@xxxxxxxxx.xxx or such other email address as is specified
by BAL to Company from time to time. The invoice will be submitted on a
quarterly basis in a Microsoft Excel format and include the following
information:
1. Total average daily net assets during the period covered by the invoice by
CUSIP and account.
2. The basis point rate that applies to each CUSIP and account.
3. The subtotal amounts due by CUSIP
4. The total amount due.
5. Payment instruction (Wire/Check/ACH).
6. Contact information for Company.
Invoices must be submitted in a timely manner. Any invoice which is received
subsequent to three (3) months after the time period covered by the invoice may
be subject to non-payment. Additions or adjustments to previously received
invoices submitted subsequent to three (3) months after the time period covered
by the invoice may also be subject to non-payment.
The parties acknowledge and agree that the assets and/or accounts covered under
the terms of this Agreement will not be subject to fees or any additional
payment arrangements with BAL or its affiliates for operational services,
recordkeeping services, sub-transfer agency-, services, sub-accounting services,
networking services, or for any similar services other than as described herein.
Company represents and warrants on a continuing basis during the term of the
Agreement that it is not invoicing BAL or its affiliates for duplicative fees as
described in the preceding sentence.
Company represents and warrants to BAL that the fees paid to it pursuant to this
Agreement are reasonable in relation to the services it provides and reasonably
similar to fees it receives for equivalent services provided to other parties.
Any invoices shall only cover time periods for which this Agreement is in
effect.
4. PART IV:
All A, Institutional R, and Service share classes of the BlackRock open-end
equity, fixed income, and index funds which are available for investment,
pursuant to the terms of their applicable prospectus and SAI, are eligible for
payment for providing Operational Services under the compensation terms of the
Agreement, with the exception of the exclusions listed below. The parties may
amend the fee exceptions as needed from time to time in an agreement in writing
signed by each party hereto.
EXCLUDED FROM OPERATIONAL AND RECORDKEEPING PAYMENTS UNDER THE
TERMS OF THIS AGREEMENT
Company is not entitled to receive any fees for providing Operational Services
with respect to the following BlackRock products:
B share class
BlackRock share class
K share class
Prime share class (A1, A2, B1, B2, C1, C2)
529 Plans
BlackRock Closed End Funds
BlackRock Institutional Trust Company N.A. Collective Trust Funds
BlackRock Money Market Funds (All Funds)
BlackRock Variable Series Funds (All Funds)
BlackRock Series Funds (All Funds)
BlackRock Bond Allocation Target Series (All Series)
FDP Series (All Series)
Managed Account Series (All Restricted Series)
BLACKROCK
August 2, 2011
Xxxx Xxxxxxxx
Fund Management Consultant
Hartford Retirement Plans Group
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
RE: AMENDMENT TO THE RETAIL FUND PARTICIPATION AGREEMENT
Dear Xx. Xxxxxxxx:
Enclosed please find a fully executed Amendment to the Retail Fund Participation
Agreement between BlackRock and Hartford Life Insurance Company.
Regards,
/s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
(Phone 000.000.0000)
BlackRock
Park Avenue Plaza
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Tel 000.000.0000
xxx.xxxxxxxxx.xxx
