AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT
BY AND AMONG
HARTFORD LIFE INSURANCE COMPANY,
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.,
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
AND
PRUDENTIAL MUTUAL FUND SERVICES LLC
The Hartford Retail Fund Participation Agreement dated April 1, 2008 by and
among Hartford Life Insurance Company (the "Company"), Hartford Securities
Distribution Company, Inc. ("HSD"), Prudential Investment Management Services
LLC ("PIMS") and Prudential Mutual Fund Services LLC ("PMFS"), as amended June
30, 2008, September 30, 2008 and November 9, 2009 (the "Agreement"), is hereby
amended as provided below effective as of March 1, 2012.
WHEREAS, the parties desire to replace Schedule B of the Agreement to
update the Funds available and compensation terms.
NOW, THEREFORE, pursuant to Section 10.8 of the Agreement, the parties
hereby agree as follows:
1. Schedule B shall be replaced and superseded by the attached Schedule B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
Capitalized terms used in this Amendment that are not otherwise defined in this
Amendment shall have the meaning as provided in the Agreement. Except to the
extent amended hereby, the Agreement shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
1
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment effective as of the date first written above.
Hartford Life Insurance Company Hartford Securities Distribution
Company, Inc.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
--------------------------- ---------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
--------------------------- ---------------------------
Title: AVP Title: AVP
--------------------------- ---------------------------
Date: 3/2/12 Date: 3/2/12
--------------------------- ---------------------------
Prudential Investment Management Prudential Mutual Fund Services LLC
Services LLC
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxx Xxxxxxxxx
--------------------------- ---------------------------
Name: Xxxxx Xxxxxx Name: Xxxx Xxxxxxxxx
--------------------------- ---------------------------
Title: COO Title: VP Mutual Fund OPS
--------------------------- ---------------------------
Date: 03/02/2012 Date: 3/2/12
--------------------------- ---------------------------
[LOGO]
2
SCHEDULE B
FUNDS AVAILABLE
The following Funds and their respective share classes will be made available
for use by Company:
- All Prudential Investments Funds (including Target Asset Allocation Funds
but excluding Money Market and Municipal Bond Funds) - Class A, I, Q, R
and Z.
COMPENSATION
In consideration of the services provided by the Company, PIMS and/or PMFS,
as the case may be, agree to pay the Company an amount equal to the following
basis points per annum, as detailed below, such amounts to be paid within 45
business days of the end of each calendar month.
Such fees shall be calculated and paid on a monthly basis, in an amount
equal to the average net asset value of Shares of the Funds held by each
Separate Account during the month, multiplied by the applicable per annum rate
indicated below, multiplied by a fraction, the numerator of which is the number
of days in the month and the denominator of which is the number of days in the
year.
Fees paid in accordance with each Fund's Rule 12b-1 plan will be made
payable to the Company's affiliate, HSD, a broker-dealer registered with the
Securities Exchange Commission under the Securities Act of 1934 and member of
the Financial Industry Regulatory Authority. Fees paid for
sub-accounting/recordkeeping and administrative services will be made payable to
the Company.
The Company and/or HSD is not required to xxxx or invoice to be entitled to
receive the compensation. Back-up documentation supporting the fee calculations
will be provided together with each payment by PIMS and/or PMFS. Company shall
have 14 days after receipt of its fee to raise any reasonable disputes. During
the review of the back-up documentation (which review shall not exceed 14 days)
and during the pendency of any disputes over the fee, neither PIMS nor PMFS
shall be obligated to pay any disputed portion of the fees.
TAX ID: TAX ID:
FOR PAYMENT OF ALL OTHER FEES, 00-0000000 FOR PAYMENT OF 12B-1 00-0000000
TO HLIC: FEES, TO HSD:
ACH INSTRUCTIONS: ACH INSTRUCTIONS:
Bank Of America Bank Of America
Acct Name: Hartford Securities Distribution Company
Acct Name: Hartford Life Insurance Company ABA # 000000000
ABA # 000000000 Acct # 50451925
Acct # 0050213808
WIRING INSTRUCTIONS:
WIRING INSTRUCTIONS: Bank of America
Bank of America Acct Name: Hartford Securities Distribution Company
ABA# 000000000
Acct# Hartford Life Insurance Company Acct# 50451925
ABA# 000000000
Acct# 0050213808
3
COMPENSATION FOR SHAREHOLDER SERVICING (PAYABLE BY PIMS AS AGENT FOR THE FUNDS):
CLASS A
12b-1 Fee = Twenty-five basis points (0.25%)
CLASS R
12b-1 Fee = Fifty basis points (0.50%)
CLASS I, Q AND Z
12b-1 Fee = Zero basis points (0.00%)
COMPENSATION FOR SUB-ACCOUNTING/RECORD KEEPING SERVICES (PAYABLE BY PMFS AS
AGENT FOR THE FUNDS):
CLASS A, R AND Z
Fifteen basis points (0.15%)*
CLASS I AND Q
Zero basis points (0.00%)
----------
* Prudential Stock Index Fund Class Z = Thirteen basis points (0.13%)
COMPENSATION FOR ADMINISTRATIVE SERVICES (PAYABLE BY PMFS AS AGENT FOR THE
FUNDS):
CLASS A AND R
Fifteen basis points (0.15%)**
CLASS Z
Five basis points (0.05%)**
CLASS I AND Q
Zero basis points (0.00%)
----------
** Excluded from such calculation shall be Prudential Stock Index Fund,
Prudential Xxxxxxxx Utility Fund and Target Asset Allocation Funds
4