AMENDMENT TO THE RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT (the "Amendment"), dated as of November 23, 2015 and effective as
of January 1, 2016 (the "Effective Date") is executed by and between Hartford
Life Insurance Company ("Company") acting through its administrator and
attorney-in-fact, Massachusetts Mutual Life Insurance Company ("MassMutual"),
BlackRock Investments, LLC ("BRIL"), successor distributor to BlackRock
Distributors, Inc., BlackRock Advisors, LLC ("BAL"), and BlackRock Fund Advisors
("BFA").
WHEREAS, BRIL, BAL, BFA and Company are parties to the Retail Fund Participation
Agreement dated December 8, 2004, as amended (the "Agreement"); and
WHEREAS, BRIL, BAL, BFA and Company desire to modify Parts II, III and IV of
Schedule B of the Agreement and the notice section of the Agreement;
NOW, THEREFORE, the parties hereto, in consideration of the premises and the
mutual covenants contained herein and intending to be legally bound, agree as
follows:
1. Part II of Schedule B is hereby deleted in its entirety and replaced
with the following:
Part II: Operational Services Fee (or Operational and
Recordkeeping Fee)
BAL or its designee agrees to pay Company an amount equal to the
following basis points per annum on the average daily assets
attributable to share(s) in each Portfolio included in this
Schedule held by Company on behalf of the Separate Accounts.
Open-End Equity, Fixed Income and Index Funds
EQUITY AND LIFEPATH-EQUITY FIXED INCOME* INDEX AND LIFEPATH-INDEX
-------------------------- ------------- ------------------------
Investor A: 30 bps 30 bps 5 bps
Class R: 30 bps 30 bps 5 bps
Service Class: 30 bps 30 bps 5 bps
Institutional Class: 20 bps 20 bps 5 bps
----------
*BlackRock Core Alpha Bond Fund (a quantitative fixed income
fund): 10 bps
2. The second paragraph of Part III of Schedule B is hereby amended to
add the following as a component of the invoice:
7. Number of underlying Contract owner accounts.
3. The section entitled "Excluded From Operational and Recordkeeping
Payments Under the Terms of This Agreement" in Part IV of Schedule B
is hereby amended to add the following:
All Prime share classes
BlackRock Liquidity Funds (All Funds)
Funds for Institutions Series (All Series)
BlackRock Funds III: BlackRock Cash Funds (All Funds)
BlackRock floating NAV cash Funds such as BlackRock Ultra-Short
Obligations Fund, BlackRock Short Obligations Fund and BlackRock
Short Term Treasury Fund
iShares
4. Section 9.1(a) of ARTICLE IX of the Agreement is hereby deleted and
replaced with the following:
Notices.
a. All notices shall be in writing and shall be deemed to have been
given (a) when delivered by hand (with written confirmation of
receipt); (b) when received by the addressee if sent by a
nationally recognized overnight courier (receipt requested); or
(c) on the third day after the date mailed, by certified or
registered mail, return receipt requested, postage prepaid.
Notices must be sent to the respective parties at the address(es)
indicated below (or at such other address for a party as shall be
specified in a notice given in accordance with this Section
9.1(a)).
To Company:
Massachusetts Mutual Life Insurance Company
As Administrator for Hartford Life Insurance Company
0000 Xxxxx Xxxxxx, XXX X000-XXXXX
Xxxxxxxxxxx, XX 00000
Attention: RS Fund Operations
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
cc: Law Department
Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To BAL or BFA: With a copy to:
BlackRock Advisors, LLC BlackRock, Inc.
Attn: Xxxx Xxxx, Managing Director Attn: General Counsel
US Shareholder Services 00 Xxxx 00xx Xxxxxx
00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000
Xxx Xxxx, XX 00000
To BRIL: with a copy to:
BlackRock Investments, LLC BlackRock Investments, LLC
Attn: Xxxxx Xxxxxxxx Attn: Chief Compliance Officer
Managing Director 000 Xxxxxx Xxxxxx
XX Wealth Advisory Xxx Xxxxxxxxx, XX 00000
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Notwithstanding the foregoing, (i) notices which are traditionally
sent via National Securities Clearing Corporation ("NSCC") systems
(e.g., Fund/SERV) may be sent by those means and shall be effective
as specified in the NSCC rules, or if not specified therein, when
sent, and (ii) notices which are traditionally sent by electronic
transmission (such as back office communications) may be sent in
that manner and shall be effective when sent.
5. Capitalized terms not defined in this Amendment shall have the
meanings ascribed to them in the Agreement.
6. To the extent that provisions of the Agreement and this Amendment are
in conflict, the terms of this Amendment shall control. Except to the
extent amended by this Amendment, the Agreement shall remain unchanged
and in full force and effect and is hereby ratified and confirmed in
all respects as amended hereby.
7. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together
shall constitute one and the same Amendment.
8. This Amendment shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of New
York.
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly
authorized officers as of the Effective Date.
HARTFORD LIFE INSURANCE COMPANY
BY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
ITS ADMINISTRATOR
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------
Xxxxx Xxxxxxxxx
Title: Senior Vice President
BLACKROCK ADVISORS, LLC
By: /s/ Xxxx Xxxx
----------------------------------
Xxxx Xxxx
Title: Managing Director
BLACKROCK FUND ADVISORS
By: /s/ Xxxxxxx Park
----------------------------------
Xxxxxxx Park
Title: Managing Director
BLACKROCK INVESTMENTS, LLC
By: /s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx
Title: Director
