SECOND AMENDMENT
TO THE
RETAIL FUND PARTICIPATION AGREEMENT
THIS SECOND AMENDMENT, dated as of May 12, 2008, is by and between
HARTFORD LIFE INSURANCE COMPANY ("Company") and ROYCE FUND SERVICES, INC.
("Royce"), and the registered investment companies and/or series thereof listed
in Schedule A (the "Funds"):
WITNESSETH:
WHEREAS, Company, Royce and the Funds entered into a Retail Fund
Participation Agreement, dated January 10, 2003, and first amended on October
31, 2007, (the "Agreement") with regard to certain employee benefit plans for
which Company provides administrative and recordkeeping services (the "Plans");
and
WHEREAS, Company, Royce and the Funds now wish to amend and restate in its
entirety SCHEDULE A of the Agreement in the form attached hereto; and
WHEREAS, Company, Royce and the Funds now wish to delete SCHEDULE B of the
Agreement and change all references to "SCHEDULE B" in the Agreement and replace
them with reference to "SCHEDULE A".
NOW THEREFORE, in consideration of the above, Company, Royce and the Funds
hereby amend SCHEDULE A of the Agreement and replace it in the form attached
hereto and made a part hereof, and delete SCHEDULE B in its entirety and replace
all references to "SCHEDULE B" in the Agreement and replace them with references
to "SCHEDULE A".
IN WITNESS WHEREOF, Company, Royce and the Funds have caused this Second
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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TitlE: AVP
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ROYCE FUND SERVICES, INC.
By: /s/ Xxxx X Xxxxxxxxx
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Name: Xxxx X Xxxxxxxxx
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Title: Vice President
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THE ROYCE FUND,
on behalf of each series listed on Schedule A
By: /s/ Xxxx X Xxxxxxxxx
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Name: Xxxx X Xxxxxxxxx
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Title: Chief Operating Officer
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SCHEDULE A
SEPARATE ACCOUNT
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
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DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Two,
Separate Account Eleven, Separate Account Fourteen
PORTFOLIO
INVESTMENT CLASS TICKER CUSIP FEE RATE
---------------- ------ ----- --------
Royce Pennsylvania Mutual Fund PENNX 780905840 .10%
Royce Micro-Cap Fund RYOTX 780905709 .10%
Royce Premier Fund RYPRX 780905600 .10%
Royce Low-Priced Stock Fund RLPHX 780905246 .10%
Royce Total Return Fund RYTRX 780905881 .10%
Royce Heritage Fund RHFHX 780905238 .10%
Royce Opportunity Fund RYPNX 780905832 .10%
Royce Special Equity Fund RYSEX 780905782 .10%
Royce Value Fund RYVHX 780905220 .10%
Royce Value Plus Fund RYVPX 780905741 .10%
Royce 100 Fund ROHHX 780905196 .10%
Royce Dividend Value Fund RDVIX 780905188 .10%
SERVICE CLASS
-------------
Royce Pennsylvania Mutual Fund RYPFX 780905667 .35%
Royce Micro-Cap Fund RMCFX 780905659 .35%
Royce Premier Fund RPFFX 780905634 .35%
Royce Low-Priced Stock Fund RYLPX 780905808 .35%
Royce Total Return Fund RYTFX 780905642 .35%
Royce Heritage Fund RGFAX 780905857 .35%
Royce Opportunity Fund RYOFX 780905758 .35%
Royce Special Equity Fund RSEFX 780905527 .35%
Royce Value Fund RYVFX 780905733 .35%
Royce Value Plus Fund RYVPX 780905741 .35%
Royce Technology Value Fund RYTVX 780905584 .35%
Royce 100 Fund RYOHX 780905519 .35%
Royce Discovery Fund RYDFX 780905477 .35%
Royce Financial Services Fund RYFSX 780905469 .35%
Royce Dividend Value found RYDVX 780905436 .35%
Royce Global Value Fund RIVFX 780905329 .35%
Royce European Smaller-Companies Fund RICSX 780905311 .35%
Xxxxx XXxx-Cap Value Fund RMVSX 780905154 .35%
PORTFOLIO
R CLASS TICKER CUSIP FEE RATE
---------------- ------ ----- --------
Royce Pennsylvania Mutual Fund RPMRX 780905295 .25%
Royce Premier Fund RPRRX 780905287 .25%
Royce Low-Priced Stock Fund RLPRX 780905279 .25%
Royce Total Return Fund RTRRX 780905261 .25%
Royce Heritage Fund Not Live 780811105 .25%
Royce Opportunity Fund ROFRX 780905253 .25%
Royce Value Fund RVVRX 780905170 .25%
Royce Value Plus Fund RVPRX 780905162 .25%
Royce 100 Fund Not Live 780811204 .25%
K CLASS
----------------
Royce Pennsylvania Mutual Fund Not Live 780811303 .50%
Royce Premier Fund Not Live 780811402 .50%
Royce Low-Priced Stock Fund Not Live 780811501 .50%
Royce Total Return Fund Not Live 780811600 .50%
Royce Heritage Fund Not Live 780811709 .50%
Royce Opportunity Fund Not Live 780811808 .50%
Royce Value Fund Not Live 780811873 .50%
Royce Value Plus Fund Not Live 780811881 .50%
Royce 100 Fund Not Live 780811865 .50%
INSTITUTIONAL CLASS
-------------------
Royce Premier Fund RPFTX 780905683 No Fee
Royce Low-Priced Stock Fund RLPIX 780905394 No fee
Royce Total Return Fund RTRIX 780905717 No Fee
Royce Heritage Fund Not Live 780905675 No Fee
Royce Opportunity Fund ROFIX 780905691 No Fee
Royce Special Equity Fund RSEIX 780905535 No Fee
Royce Value Fund RVFIX 780905352 No Fee
Royce Value Plus Fund RVPIX 780905337 No Fee
Royce 100 Fund Not Live 780905493 No Fee
ADMINISTRATIVE AND SHAREHOLDER FEES
As compensation for the services provided under this Agreement, the
Company will be entitled to receive a fee, from the Fund and/or Royce (or its
designee), computed daily and paid quarterly in arrears (to be paid within 30
days of the end of each such quarter), at the annual rates set forth above of
the average daily value of the Shares of the Funds owned beneficially by the
Company's Separate Accounts for the Plans. For purposes of this schedule, the
average daily value of the Shares of each Fund will be based on the net asset
value reported by Royce or its designee to the Company.
Each Fund will be obligated to pay that portion of the fee designated by
it as representing transfer agent, recordkeeping, administrative servicing
and/or shareholder servicing fees which the Fund would otherwise pay if Plan
accounts were direct shareholders of the Fund. Royce, or its designee, will pay
any portion of the fee not paid by the Funds. In this regard, the Company
acknowledges that Royce's payments to the Company may be funded, in whole or in
part, by payments from a Fund under a plan of distribution adopted by that Fund
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (12b-1 Plan); if
this is the case, the Company on behalf of its Separate Accounts will provide
such information to Royce as is reasonably necessary for it to comply with its
obligations under the 12b-1 Plan, including, but not limited to, obligations to
make disclosures to the board(s) of trustees of the Fund.
