AMENDMENT No. 9
To The
HARTFORD RETAIL FUND PARTICIPATION AGREEMENT
By and Among
MFS FUND DISTRIBUTORS, INC.,
MFS SERVICE CENTER, INC.,
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.,
And
HARTFORD LIFE INSURANCE COMPANY
Reference is made to the Hartford Retail Fund Participation Agreement
dated September 1, 2000 (together with all amendments thereof and supplements
and exhibits thereto, the "Agreement") by and among MFS Fund Distributors, Inc.
("MFD"), MFS Service Center, Inc. ("MFSC" and, collectively with MFD, "MFS")),
Hartford Securities Distribution Company, Inc. ("HSD"), and Hartford Life
Insurance Company. ("Hartford"). Except as expressly amended hereby, the
Agreement shall continue in full force and effect and unamended. This Amendment
to the Agreement (the "Amendment") shall correct a scrivener's error made in
Amendment No.8 and shall take effect retroactively to December 14, 2012.
1. Schedule B of the Agreement is deleted and replaced in its entirety with
the Schedule B attached hereto.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed by their duly authorized officers as of the date first set forth above.
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
By:/s/ Xxxx Xxxxxxx
_________________________________
Name: Xxxx Xxxxxxx
Title: Senior Vice President
HARTFORD LIFE INSURANCE COMPANY
By:/s/ Xxxx Xxxxxxx
_________________________________
Name: Xxxx Xxxxxxx
Title: Senior Vice President
MFS FUND DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxx
_________________________________
Name: Xxxxx X. Xxxxxx
Title: President
MFS SERVICE CENTER, INC.
By: /s/ Xxxxxxx Xxxxx-Xxxx
_________________________________
Name: Xxxxxxx Xxxxx-Xxxx
Title: President
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SCHEDULE B
To The
HARTFORD RETAIL FUND PARTICIPATION AGREEMENT
By and Among
MFS FUND DISTRIBUTORS, INC.,
MFS SERVICE CENTER, INC.,
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.,
And
HARTFORD LIFE INSURANCE COMPANY
FUNDS
For purposes of this Agreement the term "Funds" shall mean Class A and Class R
Shares of each open-end investment company that, in the aggregate, comprises the
MFS Family of Funds.
Fees
The Fees payable for each Account shall be calculated and paid on a quarterly
basis, in an amount equal to the average net asset value of Shares of the Funds
held by such Account during the quarter, multiplied by the applicable per annum
rate indicated below, multiplied by a fraction, the numerator of which is the
number of days in the quarter and the denominator of which is 365. The Fees will
be due and payable only with respect to the Accounts which are identified in
advance in writing by Hartford or which are easily identifiable on MFS' systems
as being Hartford's accounts. Hartford will be solely responsible for informing
MFS in advance in writing of any changes to its trading methodologies that would
affect the Accounts. Hartford acknowledges and agrees that if it fails notify
MFS in writing within 90 days after the end of the calendar quarter that it
either has not received a payment owed to it under this Agreement or if it
disputes the calculation of the amount paid for such quarter, then Hartford
waives any and all rights to receive such payment or to dispute such calculation
from MFS. The parties hereto acknowledge that any fees paid under this Agreement
do not constitute payment in any manner for investment advisory or
distribution-related services.
------------------------ ---------- ----------- ----------- ----------- ----------- -----------
Share Class A R1 R2 R3 R4 R5
------------------------ ---------- ----------- ----------- ----------- ----------- -----------
Rule 12b-1 Fee 25 bps 100 bps 50 bps 25 bps 0 bps 0 bps
------------------------ ---------- ----------- ----------- ----------- ----------- -----------
Administrative Fee* 18 bps 18 bps 18 bps 18 bps 18 bps 0 bps
------------------------ ---------- ----------- ----------- ----------- ----------- -----------
Additional Compensation 22 bps 22 bps 17 bps 22 bps 7 bps 0 bps
------------------------ ---------- ----------- ----------- ----------- ----------- -----------
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Fees paid in accordance with each Fund's Rule 12b-1 plan will be made payable to
Hartford'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. Administrative Fees and Additional Compensation
will continue to be made payable to Hartford.
NOTE: On assets invested in MFS Cash Reserve, MFS Money Market, and MFS
Government Money Market, the compensation under Rule 12b-1 Fee shall be 0 bps.
On assets invested in MFS Limited Maturity Fund - R2, the Rule 12b-1 Fee shall
be 40 bps.
* "Administrative Services" means services to any Fund in connection with its
Shares purchased, redeemed or held by or on behalf of a Plan, including, but not
limited to: (1) sub-transfer agency services (i.e., establishment and
maintenance of Plan and Plan Participant records related to investments in
Shares and processing purchase and redemption orders for such Shares from Plan
Representatives on behalf of and/or at the direction of Plan Participants), (2)
transmission of reports and other written materials from the Funds issuing such
Shares to Plan Representatives and/or Plan Participants, and (3) other related
administrative services.
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