AMENDMENT NO. 4 FUND PARTICIPATION AGREEMENT
Item 30. Exhibit (h) i. c1iv
AMENDMENT NO. 4
This Amendment, dated as of November 18, 2020, amends the Fund Participation Agreement (the “Agreement”), dated the 7th day of March, 2003, as amended, by and among Massachusetts Mutual Life Insurance Company (on behalf
of itself and certain of its separate accounts, hereinafter referred to as “MassMutual”); American Funds Insurance Series (“Series”), and Capital Research and Management Company (“CRMC”).
WHEREAS, MassMutual, Series and CRMC desire to amend the Agreement in certain respects and add American Funds Service Company as a party to the Fund Participation Agreement.
WHEREAS, MassMutual, Series, CRMC each desire to add American Funds Service Company (the “Transfer Agent”) and American Funds Distributors, Inc. (“AFD”) as a party to the Fund Participation
Agreement.
NOW, THEREFORE, the parties to the Agreement hereby agree as follows:
| 1. |
The following language is deleted from Section 4:
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, and receipt by such designee by 4:00 p.m. Eastern time (or other such time the Board of Trustees of the Series shall so designate) shall constitute receipt by the Series; provided that the Series receives notice of
such order by 10:00a.m. Eastern time on the following Business Day (“Next Business Day”). MassMutual shall communicate trade orders via facsimile.
| 2. |
The following language is deleted from Section 4:
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If the Series provides incorrect net asset values to MassMutual with respect to any class of shares of any Fund on any Business Day, MassMutual shall be entitled (on behalf of each affected Account) to an adjustment to
the number of shares purchased or redeemed of such class of shares to reflect the correct net asset value per share. Any effort in the calculation or reporting of net asset values per share, dividends, or capital gain information shall be reported
promptly to MassMutual. Any costs incurred by MassMutual with respect to correcting Contract owner accounts, including, but not limited to, amounts paid to Contract owners and administrative expenses, shall be promptly reimbursed by CRMC. The Series
and CRMC are responsible for maintaining net asset values for each class of each Fund in accordance with the requirements of the 1940 Act and the Series’ then current Prospectus. Payments for shares purchased will be made in federal funds transmitted
by wire on the Next Business Day, and MassMutual and the Fund shall each use
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commercially reasonable efforts to wire (or cause to be wired) funds to the other, for the purposes of settling net purchase orders or orders of redemption, by 3:00 p.m. Eastern time on the Next Business Day.
The language above is replaced with the following:
If there are corrections to a Fund’s net asset value, the determination of the materiality of any net asset value pricing error and its correction shall be based on the SEC’s recommended guidelines regarding these
errors. Any material error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported promptly to MassMutual upon discovery. The Series and CRMC shall reimburse MassMutual for any amount
MassMutual 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 Series’ or its agents’ material miscalculation and/or incorrect reporting of or
failure to report the daily net asset value, dividend rate or capital gains distribution rate. MassMutual shall submit an invoice to the Series 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 Series or its agents result in a gain to MassMutual, MassMutual shall promptly reimburse the Series, the applicable Funds or its agents for any material losses incurred by the Series, the
applicable Funds or its agents as a result of the incorrect calculation. Should a material miscalculation by the Series or its agents result in a gain to Contract owners, MassMutual will consult with the Fund or its designee as to what reasonable
efforts shall be made to recover the money and repay the Series, the applicable Funds or its agents. MassMutual shall then make such reasonable effort, at the expense of the Series or its agents, to recover the money and repay the Series, the
applicable Funds or its agents; but MassMutual shall not be obligated to take legal action against Contract owners.
| 3. |
Section 8 is hereby deleted in entirety and replaced with the following language:
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The Transfer Agent shall furnish notice promptly to MassMutual of any dividend or distribution payable on any Funds held by the Accounts. MassMutual hereby elects to receive all such dividends and distributions as are
payable on shares of a Fund recorded in the title for the corresponding Separate Account in additional shares of that Fund. The Series shall notify MassMutual of the number of shares so issued. All such dividends and distributions shall be
automatically reinvested at the ex-dividend date net asset value. MassMutual reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash.
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| 4. |
Section 9 is hereby deleted in entirety and replaced with the following language:
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Purchases and Redemption Orders; Settlement of Transactions
| a. |
Fund/SERV Transactions. The parties will ordinarily use the Fund/SERV system, and if used, the following provisions shall apply:
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(i) Without limiting the generality of the following provisions of this section, MassMutual and Transfer Agent each will perform any and all duties, functions, procedures
and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV and the Networking Matrix Level utilized.
(ii) Any information transmitted through the NSCC’s Networking system (“Networking”) by any party to the other and pursuant to this Agreement will be accurate, complete, and
in the format prescribed by the NSCC. Each party will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through Networking and to limit the access to, and the inputting of data into, Networking to
persons specifically authorized by such party.
(iii) Same Day Trades. On each Business Day, MassMutual shall aggregate and calculate the purchase orders and redemption orders for each Account received by
MassMutual prior to 4:00 p.m. Eastern Time. MassMutual, or their designee, shall communicate to Transfer Agent for that Trade Date, by Fund/SERV, the aggregate purchase orders and redemption orders (if any) for each Account received by 4:00
(iv)
p.m. Eastern Time on such Trade Date by no later than the NSCC’s Defined Contribution Clearance & Settlement (“DCC&S”) Cycle 8 (generally, 6:30 a.m. Eastern Time) on the following Business Day. Transfer Agent
shall treat all trades communicated to Transfer Agent in accordance with the foregoing as if received prior to 4:00 p.m. Eastern Time on the Trade Date. All orders received by MassMutual after 4:00 p.m. Eastern Time on a Business Day shall not be
transmitted to NSCC prior to the conclusion of the DCC&S Cycle 8 on the following Business Day, and MassMutual represents that orders it receives after 4:00 p.m. Eastern Time on any given Business Day will be transmitted to the Transfer Agent
using the following Business Day’s net asset value. Transfer Agent may process orders it receives after the DCC&S Cycle 8 deadline using the net asset value next determined.
(v) When transmitting instructions for the purchase and/or redemption of shares of the Funds, MassMutual shall submit one order for all Contract owner purchase transactions
and one order for all Contract owner
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redemption transactions, unless otherwise agreed to by MassMutual and the Transfer Agent.
(vi) MassMutual may designate in writing to CRMC another entity to perform the procedures set forth in this Agreement. MassMutual agrees that they will
be responsible for all obligations performed by any appointed designee pursuant to this Agreement as if MassMutual performed such obligations.
| b. |
Manual Transactions. Manual transactions via facsimile or other electronic transmission acceptable to Transfer Agent shall be used by MassMutual only in the event that MassMutual is in receipt of orders for purchase or redemption of
shares and is unable to transmit the orders to the Transfer Agent due to unforeseen circumstances such as system wide computer failures experienced by MassMutual or the National Securities Clearing Corporation (“NSCC”) or other events beyond
MassMutual’s reasonable control. In the event manual transactions are used, the following provisions shall apply:
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(i) Next Day Transmission of Orders. MassMutual will notify the Transfer Agent by 10:00 a.m. Eastern Time, on the following Business Day (the “Next Business
Day”) the aggregate amounts of purchase orders and redemption orders, that were placed by Contract owner in each Account by 4:00 p.m. Eastern Time on the prior Business Day (the “Trade Date”). MassMutual represents that orders it receives after 4:00
p.m. Eastern Time on any given Business Day will be transmitted to the Transfer Agent using the following Business Day’s net asset value. Transfer Agent may process orders it receives after the 10:00 a.m. Eastern Time deadline using the net asset value
next determined.
(ii) Purchases. All orders received by MassMutual by 4:00 p.m. Eastern Time on a Business Day and communicated to the Transfer Agent by the 10:00 a.m. Eastern Time
deadline shall be treated by the Transfer Agent as if received as of the close of trading on the Trade Date and the Transfer Agent will therefore execute orders at the net asset values determined as of the close of trading on the Trade Date. MassMutual
will initiate payment by wire transfer to a custodial account designated by the Funds for the aggregate purchase amounts prior to 4:00 p.m. Eastern Time on the Next Business Day following Trade Date.
(iii) Redemptions. Aggregate orders for redemption of shares of the Funds will be paid in cash and wired from the Funds’ custodial account to an account designated by
MassMutual. Transfer Agent will initiate payment by wire to MassMutual or its designee proceeds of such redemptions on the next Business Day following the Trade Date (T+1).
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(iv) When transmitting instructions for the purchase and/or redemption of shares of the Funds, MassMutual shall submit one order for all Contract owner purchase transactions
and one order for all Contract owner redemption transactions, unless otherwise agreed to by MassMutual and the Transfer Agent.
| c. |
Procedures. MassMutual represents and warrants that it has policies and procedures in place to ensure that only those orders received by it by 4:00 p.m. Eastern Time on any Business Day will be submitted with that business day’s net
asset value.
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| d. |
Contingencies. All orders are subject to acceptance by Transfer Agent and become effective only upon confirmation by Transfer Agent. Upon confirmation, the Transfer Agent will verify total purchases and redemptions and the
closing share position for each fund/account. In the case of delayed settlement, Transfer Agent and MassMutual shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption
orders by the Investment Company Act of 1940. Wire instructions for MassMutual will be communicated at the time of each transaction.
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Such wires for Transfer Agent should be sent to:
Xxxxx Fargo Bank
000 Xxxxxxxx Xxxx. 00xx Xxxxx Xxx Xxxxxxx, XX 00000 ABA#: 000000000
AFS Account#: 4100-060532
For Credit to AFS acct. no. (account number and fund) FBO (MassMutual)
| e. |
Processing Errors. Processing errors which result from any delay or error caused by MassMutual may be adjusted through the NSCC System by MassMutual by the necessary transactions on a current basis.
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| f. |
Coding. If applicable, orders for the purchase of Fund shares shall include the appropriate coding to enable Transfer Agent to properly calculate commission payments to any broker-dealer firm assigned to each Account.
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| g. |
Reconciliation. MassMutual shall reconcile share positions with respect to each Fund for each Account daily as reflected on its records to those reflected on statements from Transfer Agent and shall, on request, certify that each
Account’s share positions with respect to each Fund reported by Transfer Agent reconcile with MassMutual’s share positions for that Account. MassMutual shall promptly inform Transfer Agent of any record differences and shall identify and
resolve all non-reconciling items within
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five (5) business days.
| h. |
Verification. Within a reasonable period of time after receipt of a confirmation relating to an instruction, MassMutual shall verify its accuracy in terms of such instruction and shall notify Transfer Agent of any errors appearing on
such confirmation.
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| i. |
Order Processing. Any order by MassMutual for the purchase of shares of the respective Funds through AFD shall be accepted at the time when it is received by AFD/Transfer Agent (or any clearinghouse agency that AFD/Transfer Agent may
designate from time to time), and at the offering and sale price determined in accordance with this Agreement, unless rejected by AFD, Transfer Agent or the respective Funds. In addition to the right to reject any order, the Funds have
reserved the right to withhold shares from sale temporarily or permanently. AFD/Transfer Agent will not accept any order from MassMutual that is placed on a conditional basis or subject to any delay or contingency prior to execution. The
procedure relating to the handling of orders shall be subject to instructions that AFD shall forward from time to time. The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New
York or Los Angeles Clearing House funds. If payment for the shares purchased is not received within three (3) days after the date of confirmation, the sale may be cancelled by AFD or by the respective Funds without any responsibility or
liability on the part of AFD or the Funds, and AFD and/or the respective Funds may hold MassMutual responsible for any loss, expense, liability or damage, including loss of profit suffered by AFD and/or the respective Funds, resulting from
MassMutual’s delay or failure to make payment as aforesaid.
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| j. |
Frequent Trading. MassMutual shall abide by requirements of the Funds’ frequent trading policy as described in the Series’ Prospectus and statement of additional information.
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| k. |
Limitations on Redemptions. MassMutual shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to MassMutual’s assets held in the Account) except (i) as necessary to implement Contract
owner-initiated transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (a “Legally Required Redemption”). Upon request, MassMutual will promptly furnish to the
Series and AFD an opinion of counsel for MassMutual (which counsel shall be reasonably satisfactory to the Series and AFD) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
Massachusetts Mutual Life MassMutual (on behalf of itself and each Account)
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By:
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/s/ Xxxxxxx X. Xxxx
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Name:
Title:
Date:
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Xxxxxxx X. Xxxx
Head of Institutional Insurance
November 18, 2020
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American Funds Insurance Series
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By:
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/s/ Xxxxxx Xxxxxxxx
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Name:
Title:
Date:
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Xxxxxx Xxxxxxxx
Secretary
11/24/2020 | 9:35 AM PST
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Capital Research and Management Company
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
Title:
Date:
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Xxxxxxx X. Xxxxxxx
Authorized Signer
11/24/2020 | 9:17 AM PST
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American Funds Service Company
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By:
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/s/ Xxxxxx Xxxxxxxx
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Name:
Title:
Date:
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Xxxxxx Xxxxxxxx
Secretary
11/24/2020 | 10:42 AM PST
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American Funds Distributors, Inc.
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By:
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/s/ Xxxxxxx X. XxXxxx
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Name:
Title:
Date:
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Xxxxxxx X. XxXxxx
Secretary
11/24/2020 | 4:52 PM PST
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