RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this of June, 2005, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and on
behalf of each separate account of the Company set forth in SCHEDULE A hereto,
as may be amended from time to time (each such account hereinafter referred to
as a "SEPARATE ACCOUNT"), and Xxxxxxx Investments Service Company, a corporation
(hereinafter the "Transfer Agent").
WITNESSETH:
WHEREAS, the Xxxxxxx Funds are registered as open-ended management investment
companies under the Investment Company Act of 1940, as amended (hereinafter the
"1940 ACT") and their shares are registered under the Securities Act of 1933, as
amended (hereinafter the "1933 ACT") ("Funds"); 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 or 457 of the
Internal Revenue Code of 1986, as amended (the "CODE"); and
WHEREAS, the Company provides the administrative and recordkeeping services set
forth in SCHEDULE C for such retirement plans that include or propose to include
as investment alternatives certain Xxxxxxx Funds; and
WHEREAS, the services to be provided by the Company hereunder will benefit the
Xxxxxxx Funds by relieving them of the expense they would incur if such services
were to be provided by the Transfer Agent or its affiliates; 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, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Funds set forth in SCHEDULE B on
behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts
WHEREAS, the Transfer Agent is the sub-transfer agent or transfer agent of each
Fund;
WHEREAS, the parties will employ Fund/SERV and Networking to trade and file
information;
NOW, THEREFORE, in consideration of their mutual promises, the Company and the
Transfer Agent on behalf of the Fund agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Transfer Agent, on behalf of itself and the Fund, agrees to sell to
arid redeem from the Company those shares of the Funds ("Shares") 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 only, the
Company shall be the agent of the Transfer Agent for receipt of such orders from
each Separate Account. Receipt by such agent shall constitute receipt by the
Fund; provided that the Transfer Agent 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 Transfer Agent will receive all orders
to purchase Shares using the NSCC's 'Defined Contribution Clearance & Settlement
("DCC&S") platform. The Transfer Agent will also provide the Company with
account positions and activity data using the NSCC's Networking platform. In the
event that the Company cannot transmit orders to purchase or redeem shares
through the DCC&S platform on an automated basis, the Company shall use all
commercially reasonable efforts to inform the Transfer Agent of the placement of
manual orders, and the Company may transmit manual orders and redemptions up
until 9:00 am Eastern Time on the next following Business Day after receipt by
the Company. In all such cases, the Company agrees to execute 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. The Company shall pay for 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 Fund calculates it net asset value pursuant to
the rules of the SEC. "NETWORKING" shall mean the NSCC's product that allows
Fund's and Companies to exchange account level information electronically.
"SETTLING BANK" shall mean the entity appointed by the Fund or Transfer Agent 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 for Shares via the NSCC's DCC&S platform the following shall apply
to this Section:
The Transfer Agent, on behalf of itself and the Fund, agrees to process orders
from the Company to permit it to purchase those Shares 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 or the Transfer Agent receives notice of such order by 8:30 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.
1.2 The Company agrees to purchase and redeem the Shares named in SCHEDULE A
offered by the then current prospectus of the Fund in accordance with the
provisions of the applicable prospectus and to provide the services set forth on
SCHEDULE C.
1.3 The Company will place net purchase/redemption orders to purchase or redeem
Shares.
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1.4 Issuance and transfer of the 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 Shares will be recorded in an appropriate title for
each Separate Account or the appropriate subaccount of each Separate Account.
1.5 The Transfer Agent shall use its commercially reasonable efforts to furnish
to the Company any income, dividends or capital gain distributions payable on
the Shares. The Company hereby elects to receive all such dividends and
distributions as are payable with respect to Shares in the form of additional
Shares. The Fund shall notify the Company of the number of Shares so issued as
payment of such dividends and distributions. 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.
1.6 The Transfer Agent shall use commercially reasonable efforts to make the
net asset value per share for each Fund available to the Company, by 6:45 p.m.
ET, each Business Day.
A. If the Transfer Agent 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
Shares purchased or redeemed if it is necessary to 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 as soon as reasonably
practical to the Company upon discovery. Transfer Agent 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 Fund as an investment option, and
which amount is due to the Transfer Agent'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 Transfer Agent 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 Transfer Agent or its agents result in a gain to the Company,
the Company shall immediately reimburse the Transfer Agent , the
applicable Portfolios or its agents for any material losses incurred
by the Transfer Agent, the applicable Portfolio or its agents as a
result of the incorrect calculation. Should a material miscalculation
by the Transfer Agent or its agents result in a gain to Contract
owners, participants, or beneficiaries, the Company will consult with
the Transfer Agent or its designee as to what reasonable efforts
shall be made to recover the money and repay the Transfer Agent, the
applicable Portfolio or its agents. The Company shall then make such
reasonable effort, at the expense of the Transfer Agent or its
agents, to recover the money and repay the Transfer Agent, 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; 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
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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.
The Company represents and warrants that the Separate Accounts are authorized to
invest in the Funds.
The Company represents and warrants it maintains and knows of no reason why it
cannot or will not during the term hereof maintain adequate offices, personnel,
computer software and hardware, and other equipment to perform the services
contemplated by this Agreement.
The Company represents and warrants the receipt for the administrative fees by
it will not constitute a "prohibited transaction" as such term is defined in
section 406 of ERISA and section 4975 of the internal Revenue Code of 1986, as
amended (the "Code").
The Company represents and warrants to the extent it has engaged one or more
third parties (including affiliates) to act as subcontractor(s) or agent(s) to
perform services that it is responsible for performing under this Agreement, it
has determined that each such agent is capable of performing such services and
shall take measures as may be necessary to ensure that such agent perform such
services in accordance with the terms of this Agreement and applicable law.
The Company represents and warrants its and its agent's, if any, internal
control structure over the processing and transmission of orders to buy or sell
Shares is suitably designed to (i) prevent orders to buy or sell Shares received
after the Close of Trading from being aggregated and communicated to the
Transfer Agent with orders to buy or sell Shares received before the Close of
Trading and (ii) minimize errors that could result in the late transmission of
such orders.
The Company represents and warrants it has entered into a membership agreement
with the NSCC, and has met all the requirements to participate in Fund/SERV.
2.2 The Transfer Agent, on behalf of the Fund, represents and warrants that (i)
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 Shares
are sold; (ii) the Fund shall amend the registration statement for its shares
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its Shares; and (iii) the Fund shall register
and qualify its Shares for sales in accordance with the laws of the various
states only if and to the extent deemed advisable.
2.3 The Transfer Agent, on behalf of itself and the Fund, represents that each
Portfolio (a) is currently qualified as a Regulated Investment Company under
Subchapter M of the Code; (b) will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision); and
(c) will notify the Company immediately upon having a reasonable basis for
believing that such Portfolio has ceased to so qualify or might not so qualify
in the future.
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2.4 The Transfer Agent, on behalf of the Fund, represents and warrants that the
Funds' Trustees/Directors, officers, employees, investment advisers, and other
individuals/entities having access to the funds and/or securities of the Fund
are and continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
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.
2.5 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 Funds 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.
2.6 The Transfer Agent represents and warrants that it shall remain duly
registered in all material respects under all applicable federal and state
securities laws and that it shall perform its obligations for the Fund in
compliance in all material respects with applicable federal and state securities
laws.
2.7 The foregoing representations and warranties shall be made, by the party
hereto that makes the representation or warranty as of the date first written
above and at the time of each purchase and each sale of the Shares pursuant to
this Agreement.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Transfer Agent shall provide the Company at no charge with as many
printed copies of the Funds' 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 Funds' current prospectus and
statement of additional information, the Transfer Agent shall provide
camera-ready film, computer diskettes, e-mail transmissions or PDF files
containing the Funds' 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 each Fund are amended during the year) to have the prospectus
for the Contracts (if applicable) and the Funds' prospectus printed together in
one document or separately. The Company may elect to print the Funds' prospectus
and/or its statement of additional information in combination with other fund
companies' prospectuses and statements of additional information.
3.2(a). The Transfer Agent shall provide the Company at no charge with copies of
the Funds' proxy statements, reports to shareholders, and other communications
to shareholders in such quantity as the Company shall reasonably require for
distributing to Contract owners.
3.2(b). The Fund and/or the Transfer Agent or their affiliates shall pay for the
cost of typesetting and printing Fund prospectuses, statements of additional
information, Fund reports to shareholders, Fund proxy statements and other Fund
communications ("Fund Communications"). The Fund and/or the Transfer Agent or
their affiliates shall pay reasonable costs of distribution of Fund
Communications to existing Fund shareholders (including retirement plans holding
shares of a Fund). The Fund and/or the Transfer Agent or their affiliates shall
not be responsible for the costs of preparing or distributing any materials,
including marketing materials, of the Company or any printing and typesetting
expenses incurred by the Company.
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3.3. The Funds' statement of additional information shall be made available to
the Company if requested.
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 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 Shares of such Fund for which instructions have
been received from the Company's Contract owners. The Company
reserves the right to vote Shares held in any segregated asset
account for its own account, to the extent permitted by law.
Notwithstanding the foregoing, with respect to the Shares held by
unregistered Separate Accounts that issue Contracts issued in
connection with employee benefit plans subject to the provisions of
ERISA, the Company shall vote such 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) with respect to periodic elections of directors or trustees and with
whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Transfer
Agent or their designee, each piece of sales literature or other promotional
material ("Sales Materials") prepared by the Company or any person contracting
with the Company in which the Fund, or its affiliates are described at least ten
calendar days prior to its use. At the request of the Company, the Transfer
Agent may provide comments on such sales literature or other promotional
materials; provide that: the Company shall remain fully responsible for all such
Sales Materials, including without limitation: (i) responsibility for filing or
pre-qualifying such Sales Material with the National Association of Securities
Dealers, Inc. or any other regulator if required by applicable law or
regulation, and (ii) the content of any such Sales Material.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Fund
or concerning the Fund 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
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the Fund, or in sales literature or other promotional material approved by the
Transfer Agent or its designee, except with the written permission of the
Transfer Agent or its designee.
4.3 Neither the Fund nor the Transfer Agent 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.
4.4 The Transfer Agent 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.
4.5 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.
4.6 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund or its affiliates 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 and the Transfer Agent. 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 or the Transfer Agent.
Upon termination of this Agreement for any reason, the Company shall cease all
use of any such names or marks.
4.7 The Transfer Agent agrees and acknowledges that it has no right, title or
interest in the names and marks of the Company, and that all use of any
designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Company. The Fund and Transfer Agent
shall not use any such names or marks on its own behalf or on behalf of a Fund
in connection with marketing the Fund without prior written consent of the
Company. Upon termination of this Agreement for any reason, the Fund and
Transfer Agent shall cease all use of any such names or marks.
ARTICLE V. Fees and Expenses
5.1 The Fund shall pay the administrative fees and expenses provided for in the
attached SCHEDULE B. The parties agree the fees paid hereunder are for
administrative services and are not for distribution of Shares.
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ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Transfer Agent, each
Fund, their affiliates and each of their respective trustees, directors,
officers, employees or agents and each person, if any, who controls them within
the meaning of section 15 of the 1933 Act (collectively, the "INDEMNIFIED
PARTIES" for purposes of this Section 6.1) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Company) or litigation (including reasonable legal and other
expenses), to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition or services hereunder of the Shares or
the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or statement of
information for the Contracts or contained in the Contracts or sales
literature or other promotional material for the Contracts (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided that this agreement
to indemnify shall not apply as to an Indemnified Parry 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 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 ) 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 purchase or
sale of Shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in the Fund
registration statement, Fund prospectus, statement of additional
information or sales literature or other promotional material of
the Fund (or any amendment thereof or supplement thereto) or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or omission was made in
reliance upon and in conformity with information furnished to the
Fund or the Transfer Agent 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;
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(v) arise as a result of any alleged violation by the Company of any
statute or regulation (including, without limitation, the securities
laws and regulations of the United States or any state or
jurisdiction);
(vi) arise as a result of any alleged tort or breach by the Company,
related to its making the Shares available to its customers pursuant
to this Agreement;
(vii) arise as a result of requests, directions, actions or inactions of
or by the Company, its officers, employees or agents regarding the
purchase, redemption or transfer of registration of Shares of the
Funds for the Company's accounts, the Company's customers and other
shareholders or from any unauthorized or improper use of any
on-line computer facilities;
(viii) arise as a result of any incorrect investment instructions
received by the Transfer Agent or Fund from the Company; or
(ix) 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 6.3 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, gross 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 Transfer Agent
(a) The Transfer Agent agrees to indemnify and hold harmless the Company and
each of its directors, officers, employees or agents and each person, if any,
who controls the Company within the meaning of section 15 of the 1933 Act
(collectively, the "INDEMNIFIED PARTIES"for purposes of this Section 6.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Transfer Agent) or litigation
(including reasonable legal and other expenses) to which the Indemnified Parties
may become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of the
Shares 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
Funds or sales literature or other promotional material of the Funds
(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 (excluding
information originating with the Company) or the Company to the Fund
or Transfer Agent on behalf of the Company for use in the
registration statement, prospectus or statement of additional
information for
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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 Transfer Agent (other than statements or
representations contained in the registration statement, prospectus
or sales literature for the Contracts not supplied by the Transfer
Agent 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 Transfer Agent or persons under the control of the
Transfer Agent or the Fund respectively, with respect to the sale of
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 provided by the Transfer Agent (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, respectively if such a statement or
omission was made in reliance upon and in confirming information
furnished to the Company (or persons under its control) by the
Transfer Agent on the Fund, or
(iv) arise as a result of any material failure by the Transfer Agent to
provide the services and furnish the materials under the terms of
this Agreement;
(v) arise as a result of any alleged violation by the Transfer Agent of
any statute or regulation (including, without limitation, the
securities laws and regulations of the United States or any state or
jurisdiction); or
(vi) arise out of or result from any material breach of any
representation and/or warranty made by the Transfer Agent in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Transfer Agent; except to the extent
provided in Sections 6.2(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, gross 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 Transfer Agent of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of the Fund
shares or the Contracts or the operation of the Separate Accounts.
6.3. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article VI
("INDEMNIFYING PARTY" for the purpose of this Section) 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) 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
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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 with or without cause upon one hundred eighty
days advance written notice to the other parties unless otherwise agreed in a
separate written agreement among the parties; or
(b) at the option of the Transfer Agent upon institution of formal proceedings
against the Company by the NASD, NASD Regulation, Inc. ("NASDR"), the SEC, the
insurance commission of any state or any other regulatory body regarding the
Company's duties under this Agreement or related to the sale of the Contracts,
the administration of the Contracts, the operation of the Separate Accounts, or
the purchase of the Shares, which in the judgment of the Transfer Agent are
reasonably likely to have a material adverse effect on the Company's ability to
perform its obligations under this Agreement; or
11
(c) at the option of the Company upon institution of formal proceedings against
the Fund, the Transfer Agent or their affiliates, 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 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 Transfer Agent's ability to perform its obligations under this
Agreement; or
(d) at the option of the Company if a Fund delineated in SCHEDULE A ceases to
qualify as a Regulated Investment Company under Subchapter M of the Code (a
"RIC"), or under any successor or similar provision, and the disqualification is
not cured within the period permitted for such cure, or if the Company
reasonably believes that any such Fund may fail to so qualify and be unable to
cure such disqualification within the period permitted for such cure; or
(e) at the option of any party to this Agreement, upon another party's material
breach of any provision of this Agreement; provided that the party not in breach
shall give the party in breach notice of the breach and the party in breach does
not cure such breach within 30 days of receipt of such notice of breach
(f) at option of any party to this Agreement, upon the termination of the
Xxxxxxx Mutual Fund Insurance Agreement among the Company and Xxxxxxx
Distributors, Inc. , as it may be amended from time to time.
8.2 Notice Requirement
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.
8.3 Effect of Termination
Notwithstanding any termination of this Agreement pursuant to Section 8.1(a)
through 8.1(g) of this Agreement and subject to Section 1.2 of this Agreement,
the Company may require the Fund and the Transfer Agent 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.
12
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 Transfer Agent:
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxxxx
Xxxx Xxxxx
with a copy to:
Attention: Legal Department
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 and 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.
13
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 or the duties hereunder shall not be assigned or delegated
by any party hereto without the prior written consent of all the parties, except
that Transfer Agent can assign or delegate this Agreement to an affiliate.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, NASDR and state insurance regulators) and shall permit each other and such
authorities (and the parties hereto) reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby.
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy. insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to be maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Funds.
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 XXXXXXX INVESTMENTS SERVICE COMPANY
By: /s/ J Davey By: /s/ Xxxxxxx Xxxxxxxx
------------------------------ ------------------------------
Name: J Davey Name: Xxxxxxx Xxxxxxxx
Title: Vice President Title: Chief Executive Officer,
[ILLEGIBLE]
14
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
401
457 MARKETS
DCIII, DCIV, DCV, DCVI, 457, UFC
15
SCHEDULE B
In consideration of the services provided by the Company, the Transfer Agent
agrees to pay the Company an amount equal to the following basis points per
annum on the average aggregate amount invested by the Company's Separate
Account(s) in each Fund under the Fund Participation Agreement, such amounts to
be paid within 30 days of the end of each calendar quarter.
ADMINISTRATIVE
FUNDS SHARE CLASS SERVICE FEES
---------------------------------------------------------------------------------------
Xxxxxxx Small Cap Growth A 0.30%
Xxxxxxx International Select Equity A 0.30%
Xxxxxxx RREEF A 0.30%
Xxxxxxx Dreman High Return R 0.25%
Xxxxxxx International Select Equity R 0.25%
Xxxxxxx Small Cap Growth R 0.25%
Xxxxxxx RREEF R 0.25%
Xxxxxxx Dreman High Return Equity A 0.30%
16
SCHEDULE C
THE ADMINISTRATIVE SERVICES
1. Maintain separate adequate records for each Plan reflecting Shares purchased
and redeemed, including dates and prices for all transactions, and Share
balances. Such records shall be preserved, maintained and made available in
accordance with the provisions of applicable law and regulations, and copies or,
if required, originals shall be surrendered promptly to the Transfer Agent on
and in accordance with its request. Records surrendered hereunder shall be in
machine readable form, except to the extent that such records have been
maintained only in paper form.
2. Disburse or credit to the Plans, and maintain records of, all proceeds of
Share redemptions and distributions not reinvested in Shares.
3. Ensure and oversee the timely transfer of funds in connection with Plan
accounts with the Xxxxxxx Funds.
4. Prepare and deliver to the Plans periodic account statements showing for
each Plan the total number of Shares held as of the statement closing date,
purchases and redemptions of Shares during the statement period, and dividends
and other distributions paid during the statement period (whether paid in case
or reinvested in Shares), including dates and prices for all transactions.
5. On behalf of and as instructed by each Plan, deliver to Plan participants
(or deliver to the Plans for distribution to Plan participants) prospectuses,
proxy materials, periodic reports to shareholders, and other materials provided
by the Transfer Agent or the Xxxxxxx Funds.
6. Receive Instructions and communicate Orders to the Transfer Agent as
specified in this Agreement.
7. Transmit confirmations of Orders to the Plans.
8. Maintain daily and monthly purchase summaries (expressed in both Share and
dollar amounts) for each Plan.
9. Settle Orders in accordance with the terms of each Xxxxxxx Fund's
prospectus.
10. Transmit to the Transfer Agent, or to any Xxxxxxx Fund designated by the
Transfer Agent, such occasional and periodic reports as the Transfer Agent shall
reasonably request from time to time to enable it or such Xxxxxxx Fund to comply
with applicable laws and regulations.
17
AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT, dated as of July 1, 2008, between HARTFORD LIFE INSURANCE
COMPANY (the "Company") and DWS INVESTMENTS SERVICE COMPANY (formerly, Xxxxxxx
Investments Service Company) (the "Transfer Agent"), amends the
Retail Fund
Participation Agreement (the "Participation Agreement") dated June, 2005,
between the Company and Xxxxxxx Investments Service Company.
WHEREAS, as of February 6, 2006, all Xxxxxxx Funds were rebranded DWS Family of
Funds, and as of July 16, 2008, Xxxxxxx Investments Service Company changed its
name to DWS Investments Service Company; and
WHEREAS, the parties wish to amend the Participation Agreement to extend the
Participation Agreement to additional Funds within the DWS Family of Funds.
NOW, THEREFORE in consideration of the mutual covenants herein contained, the
parties hereto agree to amend the Participation Agreement in the following
manner:
1. The parties agree that all references to "Xxxxxxx Investments Service
Company" or the "Transfer Agent" shall mean "DWS Investments Service
Company." The parties further agree that all references to the "Xxxxxxx
Funds" or the "Funds" shall mean the "DWS Family of Funds."
2. The parties agree to add new Funds to the Participation Agreement and to
revise and update the list of administrative fee rates paid to the Company
by the Transfer Agent and agree that Schedule B to the Participation
Agreement shall be deleted in its entirety and replaced with the attached
Schedule B.
3. The Company understands that the Funds impose redemption fees on the
redemption of Shares held for a short period of time as specified in each
applicable Fund's prospectus. However, the parties acknowledge that the
Funds have established a policy to permit certain Fund service providers to
execute transactions within the Funds without the imposition of a
redemption fee if such providers implement alternative measures that are
deemed by Transfer Agent and/or its affiliates to provide comparable
controls measures against short-term and excessive trading. Accordingly,
Transfer Agent acknowledges, and the Company agrees, that in lieu of
implementing the Funds' redemption fees, the Company will implement the
Alternative Measures defined and outlined as follows:
REDEMPTION FEES. The Company transacts through an omnibus account, on behalf of
Separate Accounts established in connection with Contracts for retirement plans,
in Funds that impose a redemption fee upon Shares held less than the time
required by the prospectus to avoid imposition of such redemption
1
fee. Accordingly, the standard redemption fee implementation process would
require the Company to track the retirement plan and the plan participant's
Shares that are subject to a redemption fee, to accurately calculate the amount
of the redemption fee, and to communicate to Transfer Agent in a manner mutually
agreed to by the parties the amount of such fee to be manually entered and
remitted outside of Fund/SERV and NETWORKING by Transfer Agent (although the
trade itself would take place within the Fund/SERV and NETWORKING environment).
Since the Company is unable to effectively implement the Funds' redemption fee
(as outlined above) and the Funds have established a policy to permit certain
Fund service providers to execute transactions within the Funds without the
imposition of a redemption fee if such providers implement alternative measures
that are deemed by Transfer Agent and/or its affiliates to provide comparable
controls measures against short-term and excessive trading, the parties agree,
at the discretion of Transfer Agent and/or its affiliates, agree that the
Company may use comparable (as determined by Transfer Agent and/or its
affiliates) alternative measures in lieu of the standard process, which
alternative measures may be reviewed on an ongoing and discretionary basis by
Transfer Agent and/or its affiliates ("Alternative Measures"). The Company
agrees that it will be liable for (and that the indemnity provisions contained
herein shall apply to) any direct losses Transfer Agent or a Fund incurs as a
result of the Company's, or its designee's, inability or failure to accurately
calculate the redemption fee applicable (if that implementation process is ever
utilized) or their failure to implement the agreed upon Alternative Measures in
lieu of the redemption fee to the "reasonable satisfaction" of Transfer Agent
and/or its affiliates. "Reasonable satisfaction" shall be measured against
industry standards but in any case shall be determined at the discretion of
Transfer Agent and/or its affiliates. The Company shall have 10 days to cure
upon receipt of any notice from Transfer Agent or its affiliates that either is
dissatisfied. Transfer Agent and/or its affiliates shall give the Company at
least 90 days advance written notice of the Funds enforcement and application of
the standard redemption fee implementation process.
As of the date of this Amendment, the Company and the Transfer Agent have agreed
on the following Alternative Measures:
The Company will enforce its Sub-Account Transfer Policy which allows up to 20
transfers per calendar year across all mutual funds in the platform. In
addition, the Company has agreed to provide underlying trade detail to the
Transfer Agent (or its designee) so that a determination may be made on behalf
of the Funds, as to whether any underlying shareholders should have incurred a
redemption fee pursuant to the applicable Fund's prospectus. If such shareholder
is identified, the Company will be instructed to either reimburse the Funds for
the fee or block the offending shareholder from future purchases and exchanges
in the applicable Fund.
This Agreement may be terminated as to Fund by Transfer Agent and/or its
affiliates upon thirty (30) days' written notice to the Company where Transfer
Agent and/or its affiliates has previously expressed, in writing (including via
2
electronic transmission), reasonable concerns with respect to the implementation
of the applicable Funds' redemption fees or, if agreed upon by the parties, such
Alternative Measures in lieu of the applicable Funds' redemption fees.
3
4. All other terms and conditions of the Participation Agreement not amended
hereby shall remain in full force and effect. Any capitalized terms used
but not defined in this Amendment shall have their respective meanings as
defined in the Participation Agreement.
5. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment by their duly
authorized officers effective as of the date set forth above.
HARTFORD LIFE INSURANCE COMPANY DWS INVESTMENTS SERVICE COMPANY
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
---------------------------- ----------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxx Xxxxx
Title: Assistant Vice President Title: President
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
4
SCHEDULE B
TO THE PARTICIPATION AGREEMENT
PART A: FUNDS
All Class A and Class R shares of the DWS Family of Funds (the "Funds") (whether
existing at the date of the Amendment to the Participation Agreement or
established subsequent thereto)
PART B: ADMINISTRATIVE FEES
1. For the Funds and share classes listed in PART A OF THIS SCHEDULE B, the
Transfer Agent will pay the Company a monthly fee at the following annual rates
based on the monthly average net asset value of the indicated Fund Share Class
and corresponding Fund Type for each account registered with the Transfer Agent
for which the Company performs administrative services pursuant to the
Participation Agreement.
FUND SHARE CLASS FUND TYPE ANNUAL FEE RATE
-----------------------------------------------------------------------------------------
Class A Specific Equity* 0.30 of 1% (30 basis points)*
Class A Equity 0.25 of 1% (25 basis points)
Class R Equity 0.25 of 1% (25 basis points)
Class A Fixed Income 0.25 of 1% (25 basis points)
Class R Fixed Income 0.25 of 1% (25 basis points)
Class A Index 0.10 of 1% (10 basis points)
Class R Index 0.10 of 1% (10 basis points)
No fee is payable on Funds other than EQUITY, FIXED INCOME and/or INDEX Funds as
indicated above. The Transfer Agent will provide a list of all the Funds
categorized as EQUITY, FIXED INCOME and/or INDEX, for purposes of this section,
which list may be amended from time to time at the discretion of the Transfer
Agent. In any case, no fee shall be paid under the Participation Agreement (as
amended) with respect to any Class A and/or Class R shares of a Fund for which a
Fund or the Transfer Agent (or its affiliates) is obligated to pay fees to
another entity for similar services as those provided by the Company under the
Participation Agreement (as amended).
2. The Company shall provide the Transfer Agent with an invoice for any
administrative fees (as set out in section 1 above) at the end of each calendar
quarter.
3. If the Company begins or ceases performing services during the month, any
applicable administrative fees shall be prorated according to the proportion
which such portion of the month bears to the full month.
4. The Company shall have sixty (60) days following receipt of the payment to
verify the amount of the payment and after such time the amount will be
considered final.
5
------------
* This fee rate applies to Class A shares of the following equity Funds only:
DWS Small Cap Growth Fund, DWS International Select Equity Fund, DWS RREEF
Real Estate Securities Fund and DWS Dreman High Return Equity Fund.
6
AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT, dated as of July 31st, 2009, between HARTFORD LIFE INSURANCE
COMPANY (the "Company") and DWS INVESTMENTS SERVICE COMPANY (the "Transfer
Agent"), amends the
Retail Fund Participation Agreement (the "Participation
Agreement") dated June, 2005, as amended July 1, 2008, between the Company and
Xxxxxxx Investments Service Company.
WHEREAS, the parties wish to amend the Participation Agreement to extend the
Participation Agreement to additional share classes of the DWS Family of Funds
(the "Funds").
NOW, THEREFORE in consideration of the mutual covenants herein contained, the
parties hereto agree to amend the Participation Agreement in the following
manner:
1. The parties agree to add new share classes of the Funds to the Participation
Agreement and to revise and update the list of administrative fee rates paid to
the Company by the Transfer Agent and agree that Schedule B to the Participation
Agreement shall be deleted in its entirety and replaced with the attached
Schedule B.
2. All other terms and conditions of the Participation Agreement not amended
hereby shall remain in full force and effect. Any capitalized terms used but not
defined in this Amendment shall have their respective meanings as defined in the
Participation Agreement.
3. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment by their duly
authorized officers effective as of the date set forth above.
HARTFORD LIFE INSURANCE COMPANY DWS INVESTMENTS SERVICE COMPANY
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
---------------------------- ----------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxx Xxxxx
Title: Assistant Vice President Title: President
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
1
SCHEDULE B
TO THE PARTICIPATION AGREEMENT
(EFFECTIVE AS OF JULY 31ST, 2009)
PART A: FUNDS
All Class A, Class R and Institutional Class shares of the DWS Family of Funds
(the "Funds") (whether existing at the date of the Amendment to the
Participation Agreement or established subsequent thereto)
PART B: ADMINISTRATIVE FEES
1. For the Funds and share classes listed in PART A OF THIS SCHEDULE B, the
Transfer Agent will pay the Company a monthly fee at the following annual rates
based on the monthly average net asset value of the indicated Fund Share Class
and corresponding Fund Type for each account registered with the Transfer Agent
for which the Company performs administrative services pursuant to the
Participation Agreement.
FUND SHARE CLASS FUND TYPE ANNUAL FEE RATE
------------------------------------------------------------------------------------
Class A Specific Equity* 0.30 of 1% (30 basis points)*
Class A Equity 0.25 of 1% (25 basis points)
Class R Equity 0.25 of 1% (25 basis points)
Institutional Equity 0.10 of 1% (10 basis points)
Class A Fixed Income 0.25 of 1% (25 basis points)
Class R Fixed Income 0.25 of 1% (25 basis points)
Institutional Fixed Income 0.05 of 1% (5 basis points)
Class A Index 0.10 of 1% (10 basis points)
Class R Index 0.10 of 1% (10 basis points)
No fee (including Administrative Fee) is payable on any Institutional Class
shares of the INDEX Funds listed in PART A OF THIS SCHEDULE B above. In
addition, no fee is payable on Funds other than EQUITY, FIXED INCOME and/or
INDEX Funds as indicated above. The Transfer Agent will provide a list of all
the Funds categorized as EQUITY, FIXED INCOME and/or INDEX, for purposes of this
section, which list may be amended from time to time at the discretion of the
Transfer Agent. In any case, no fee shall be paid under the Participation
Agreement (as amended) with respect to any Class A, Class R and/or Institutional
Class shares of a Fund for which a Fund or the Transfer Agent (or its
affiliates) is obligated to pay fees to another entity for similar services as
those provided by the Company under the Participation Agreement (as amended).
2. The Company shall provide the Transfer Agent with an invoice for any
administrative fees (as set out in section 1 above) at the end of each calendar
quarter.
2
3. If the Company begins or ceases performing services during the month, any
applicable administrative fees shall be prorated according to the proportion
which such portion of the month bears to the full month.
4. The Company shall have sixty (60) days following receipt of the payment to
verify the amount of the payment and after such time the amount will be
considered final.
------------
* This fee rate applies to Class A shares of the following equity Funds only:
DWS Small Cap Growth Fund, DWS Diversified International Equity Fund
(formerly, DWS International Select Equity Fund). DWS RREEF Real Estate
Securities Fund and DWS Strategic Value Fund (formerly, DWS Dreman High
Return Equity Fund).
3
AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT, dated as of December 22, 2009, between HARTFORD LIFE INSURANCE
COMPANY (the "Company") and DWS INVESTMENTS SERVICE COMPANY (formerly Xxxxxxx
Investments Service Company) (the "Transfer Agent"), amends the
Retail Fund
Participation Agreement (the "Participation Agreement") dated June, 2005, as
amended July 1, 2008, and July 31, 2009, between the Company and the Transfer
Agent.
WHEREAS, the parties wish to amend the Participation Agreement to extend the
Participation Agreement to additional share classes of the DWS Family of Funds
(the "Funds").
NOW, THEREFORE in consideration of the mutual covenants herein contained, the
parties hereto agree to amend the Participation Agreement in the following
manner:
1. The parties agree to add new share classes of the Funds to the Participation
Agreement and to revise and update the list of administrative fee rates paid to
the Company by the Transfer Agent and agree that Schedule B to the Participation
Agreement shall be deleted in its entirety and replaced with the attached
Schedule B.
2. All other terms and conditions of the Participation Agreement not amended
hereby shall remain in full force and effect. Any capitalized terms used but not
defined in this Amendment shall have their respective meanings as defined in the
Participation Agreement.
3. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment by their duly
authorized officers effective as of the date set forth above.
HARTFORD LIFE INSURANCE COMPANY DWS INVESTMENTS SERVICE COMPANY
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
----------------------------- -----------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxx Xxxxx
Title: Assistant Vice President Title: President
By: /s/ Xxxx Xxxxxxx
-----------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
1
SCHEDULE B
TO THE PARTICIPATION AGREEMENT
(EFFECTIVE AS OF DECEMBER , 2009)
PART A: FUNDS
All Class A, Class R, Class S and Institutional Class shares of the DWS Family
of Funds (the "Funds") (whether existing at the date of the Amendment to the
Participation Agreement or established subsequent thereto)
PART B: ADMINISTRATIVE FEES
1. For the Funds and share classes listed in PART A OF THIS SCHEDULE B, the
Transfer Agent will pay the Company a monthly fee at the following annual rates
based on the monthly average net asset value of the indicated Fund Share Class
and corresponding Fund Type for each account registered with the Transfer Agent
for which the Company performs administrative services pursuant to the
Participation Agreement.
FUND SHARE CLASS FUND TYPE ANNUAL FEE RATE
------------------------------------------------------------------------------------
Class A Specific Equity* 0.30 of 1% (30 basis points)*
Class A Equity 0.25 of 1% (25 basis points)
Class R Equity 0.25 of 1% (25 basis points)
Class S Equity 0.25 of 1% (25 basis points)
Institutional Equity 0.10 of 1% (10 basis points)
Class A Fixed Income 0.25 of 1% (25 basis points)
Class R Fixed Income 0.25 of 1% (25 basis points)
Class S Fixed Income 0.25 of 1% (25 basis points)
Institutional Fixed Income 0.05 of 1% (5 basis points)
Class A Index 0.10 of 1% (10 basis points)
Class R Index 0.10 of 1% (10 basis points)
Class S Index 0.10 of 1% (10 basis points)
No fee (including Administrative Fee) is payable on any Institutional Class
shares of the INDEX Funds listed in PART A OF THIS SCHEDULE B above. In
addition, no fee is payable on Funds other than EQUITY, FIXED INCOME and/or
INDEX Funds as indicated above. The Transfer Agent will provide a list of all
the Funds categorized as EQUITY, FIXED INCOME and/or INDEX, for purposes of this
section, which list may be amended from time to time at the discretion of the
Transfer Agent. In any case, no fee shall be paid under the Participation
Agreement (as amended) with respect to any Class A, Class R and/or Institutional
Class shares of a Fund for which a Fund or the Transfer Agent (or its
affiliates) is obligated to pay fees to another entity for similar services as
those provided by the Company under the Participation Agreement (as amended).
2
2. The Company shall provide the Transfer Agent with an invoice for any
administrative fees (as set out in section 1 above) at the end of each calendar
quarter.
3. If the Company begins or ceases performing services during the month, any
applicable administrative fees shall be prorated according to the proportion
which such portion of the month bears to the full month.
4. The Company shall have sixty (60) days following receipt of the payment to
verify the amount of the payment and after such time the amount will be
considered final.
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* This fee rate applies to Class A shares of the following equity Funds only:
DWS Small Cap Growth Fund, DWS Diversified International Equity Fund
(formerly, DWS International Select Equity Fund), DWS RREEF Real Estate
Securities Fund and DWS Strategic Value Fund (formerly, DWS Dreman High
Return Equity Fund).
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AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT, dated as of July 25, 2011, between HARTFORD LIFE INSURANCE
COMPANY (the "Company") and DWS INVESTMENTS SERVICE COMPANY (formerly Xxxxxxx
Investments Service Company) (the "Transfer Agent"), amends the
Retail Fund
Participation Agreement (the "Participation Agreement") dated June, 2005, as
amended July 1, 2008, July 31, 2009, and December 22, 2009 between the Company
and the Transfer Agent.
WHEREAS, the parties wish to amend the Participation Agreement to amend Schedule
B.
NOW, THEREFORE in consideration of the mutual covenants herein contained, the
parties hereto agree to amend the Participation Agreement in the following
manner:
1. The parties agree to revise and update the compensation and agree that
Schedule B to the Participation Agreement shall be deleted in its entirety and
replaced with the attached Schedule B.
2. All other terms and conditions of the Participation Agreement not amended
hereby shall remain in full force and effect. Any capitalized terms used but not
defined in this Amendment shall have their respective meanings as defined in the
Participation Agreement.
3. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment by their duly
authorized officers effective as of the date set forth above.
HARTFORD LIFE INSURANCE COMPANY DWS INVESTMENTS SERVICE COMPANY
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx Xxxxx
----------------------------- -----------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx Xxxxx
Title: Assistant Vice President Title: President
By: /s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
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SCHEDULE B
TO THE PARTICIPATION AGREEMENT
(EFFECTIVE AS OF JULY 25, 2011)
PART A: FUNDS
ALL CLASS A, Class R, Class S and Institutional Class shares of the DWS Family
of Funds (the "Funds") (whether existing at the date of the Amendment to the
Participation Agreement or established subsequent thereto)
PART B: ADMINISTRATIVE FEES
1. For the Funds and share classes listed in PART A OF THIS SCHEDULE B, the
Transfer Agent will pay the Company a monthly fee at the following annual rates
based on the monthly average net asset value of the indicated Fund Share Class
and corresponding Fund Type for each account registered with the Transfer Agent
for which the Company performs administrative services pursuant to the
Participation Agreement.
ANNUALIZED RATE FOR
FUND SHARE CLASS FUND TYPE ADMINISTRATIVE SERVICES
-------------------------------------------------------------------------------
Class A Equity 0.30%
Class C Equity 0.30%
Class R Equity 0.30%
Class S Equity 0.30%
Institutional Equity 0.10%
Class A Fixed Income 0.30%
Class C Fixed Income 0.30%
Class R Fixed Income 0.30%
Class S Fixed Income 0.30%
Institutional Fixed Income 0.05%
Class A Index 0.10%
Class C Index 0.10%
Class R Index 0.10%
Class S Index 0.10%
No fee (including Administrative Fee) is payable on any Institutional Class
shares of the INDEX Funds listed in PART A OF THIS SCHEDULE B above. In
addition, no fee is payable on Funds other than EQUITY, FIXED INCOME and/or
INDEX Funds as indicated above. The Transfer Agent will provide a list of all
the Funds categorized as EQUITY, FIXED INCOME and/or INDEX, for purposes of this
section, which list may be amended from time to time at the discretion of the
Transfer Agent. In any case, no fee shall be paid under the Participation
Agreement (as amended) with
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respect to any Class A, Class R and/or Institutional Class shares of a Fund for
which a Fund or the Transfer Agent (or its affiliates) is obligated to pay fees
to another entity for similar services AS those provided by the Company under
the Participation Agreement (as amended).
2. The Company shall provide the Transfer Agent with an invoice for any
administrative fees (as set out in section 1 above) at the end of each calendar
quarter.
3. If the Company begins or ceases performing services during the month, any
applicable administrative fees shall be prorated according to the proportion
which such portion of the month bears to the full month.
4. The Company shall have sixty (60) days following receipt of the payment to
verify the amount of the payment and after such time the amount will be
considered final.
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