RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 1st of April, 2008, between 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"),Prudential Investment Management Services LLC ("PIMS"),
a Delaware limited liability company. Prudential Investments LLC ("PI") and
Prudential Mutual Fund Services LLC ("PMFS"), a New York limited liability
company (collectively with PIMS, the "FUND AFFILIATES").
WITNESSETH:
WHEREAS, beneficial interests in the Funds listed on Schedule B attached hereto
(the "FUNDS") are divided into several series of shares, each representing the
interest in a particular managed portfolio of securities and other assets (the
"PORTFOLIOS"); and
WHEREAS, each Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (hereinafter the "1940
ACT") and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 ACT"); 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, 403(b) or 457
of the Internal Revenue Code of 1986, as amended (the "CODE"); 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, Prudential Investments LLC (the "ADVISER") is the investment manager or
adviser of the Portfolios of the Fund and is duly registered as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "ADVISERS
ACT"), and any applicable state securities laws; and
WHEREAS, PMFS is the registered transfer agent under the Securities Exchange Act
of 1934, as amended (hereinafter the "1934 Act"); and
WHEREAS, PIMS is the principal underwriter for the Fund and is registered as a
broker-dealer with the Securities and Exchange Commission (hereinafter the
"SEC") under the 1934 Act, and is a member in good standing of the Financial
Industry Regulatory Authority, Inc. (hereinafter "FINRA"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios set forth in SCHEDULE B
on behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as the Separate Accounts at net asset value.
1
NOW, THEREFORE, in consideration of their mutual promises, the Company and the
Fund Affiliates agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Fund Affiliates agree to sell to the Company those shares of the
Portfolios 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 receipt of such
orders from each Separate Account. Receipt by such designee shall constitute
receipt by the Fund; provided that the Fund Affiliates receive notice of such
order via the National Securities Clearing Corporation (the "NSCC") by 9:00 a.m.
Eastern Time on the next following Business Day. The Fund will receive all
orders to purchase Portfolio shares using the NSCC's Defined Contribution
Clearance & Settlement ("DCC&S") platform. The Fund will also provide the
Company with account positions and activity data using the NSCC's Networking
platform. 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 using the NSCC's Fund/
SERV System. Payment shall be in federal funds transmitted by wire from the
Fund's designated Settling Bank to the NSCC. "BUSINESS DAY" shall mean any day
on which the New York Stock Exchange is open for trading and 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 Funds and Companies to exchange
account level information electronically."SETTLING BANK" shall mean the entity
appointed by the Fund 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 to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Fund Affiliates agree to sell the Company those shares of the Portfolios
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 Fund Affiliates receive
notice of such order by 10:00 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. "BUSINESS
DAY" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Fund calculates it net asset value pursuant to the rules of the
SEC.
1.2 The Fund Affiliates agree to make shares of the Portfolios continuously
available for purchase while the fund is open at the applicable net asset value
per share by the Company on Business Days; provided, however, that the Board of
Trustees or Directors, as applicable, of the Fund (hereinafter the
"TRUSTEES/DIRECTORS") may refuse to sell shares of any Portfolio to any person,
or suspend or terminate the offering of shares of any Portfolio if such action
is required by law or by regulatory authorities having jurisdiction or is, in
the sole discretion of the Trustees/Directors, acting in good faith and in
compliance with their fiduciary duties under federal and any applicable state
laws, necessary in the best interests of the shareholders of any Portfolio.
2
1.3 The Fund Affiliates agree to redeem for cash, upon the Company's request,
any full or fractional shares of the Fund held by the Company on behalf of a
Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its designee of
the request for redemption. For purposes of this Section, the Company shall be
the designee of the Fund for receipt of requests for redemption from each
Separate Account and receipt by such designee shall constitute receipt by the
Fund; provided the Fund or the Fund Affiliates receive notice of such request
for redemption via the NSCC by 9:00 a.m. Eastern Time on the next following
Business Day. The Fund or its designee will receive all orders to redeem
Portfolio shares using the NSCC's DCC&S platform. The Fund Affiliates will also
provide the Company with account positions and activity data using the NSCC's
Networking platform. Payment for Fund shares redeemed shall be made in
accordance with this section using the NSCC's Fund/SERV System. Payment shall be
in federal funds transmitted by the NSCC to the Separate Account's Settling Bank
as designated by the Company, on the same Business Day the Fund Affiliates
receive notice of the redemption order from the Company provided that the Fund
Affiliates receive notice by 9:00 a.m. Eastern Time on such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Fund or its designee for Portfolio shares via the NSCC's
DCC&S platform the following shall apply to this Section:
The Fund Affiliates agree to redeem for cash, upon the Company's request, any
full or fractional shares of the Fund held by the Company on behalf of a
Separate Account, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its designee of
the request for redemption. For purposes of this Section, the Company shall be
the designee of the Fund for receipt of requests for redemption from each
Separate Account and receipt by such designee shall constitute receipt by the
Fund; provided the Fund or the Fund Affiliates receive notice of such request
for redemption by 10:00 a.m. Eastern Time on the next following Business Day.
Payment shall be in federal funds transmitted by wire to the Separate Account as
designated by the Company, on the same Business Day the Fund or its designee
receives notice of the redemption order from the Company provided that the Fund
or the Fund Affiliates receive notice by 10:00 a.m. Eastern Time on such
Business Day.
1.4 The Company will place separate orders to purchase and/or redeem shares of
each Portfolio.
1.5 Issuance and transfer of the Fund's 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 Fund shares will be recorded in an
appropriate title for each Separate Account or the appropriate subaccount of
each Separate Account.
1.6 The Fund Affiliates shall furnish prior day and same day notice to the
Company of any income, dividends or capital gain distributions payable on the
Fund's shares. The Company hereby elects to receive all such dividends and
distributions as are payable on a Portfolio's shares in the form of additional
shares of that Portfolio. The Fund Affiliates shall notify the Company of the
number of shares so issued as payment of such dividends and distributions no
later than one Business Day after issuance. 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 Affiliates.
3
1.7 The Fund Affiliates shall make the net asset value per share of each Series
available to the Company on a daily basis as soon as reasonably practical after
the close of trading each Business Day, but in no event later than 7:00 p.m.
Eastern time on such Business Day.
1.8(a) If the Fund Affiliates provide 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 Series shares purchased and/or
redeemed to reflect the correct net asset value per share.
1.8(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 promptly to the Company upon discovery. The Fund Affiliates 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 Portfolio as an investment option ("Contract owners"), and which
amount is due to the Fund's 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. The Company shall submit an invoice to
the Trust 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 Fund or its agents result in a gain to the Company, the
Company shall immediately reimburse the Fund, the applicable Portfolios or its
agents for any material losses incurred by the Fund, the applicable Portfolios
or its agents as a result of the incorrect calculation. Should a material
miscalculation by the Fund or its agents result in a gain to Contract owners,
the Company will consult with the Fund or its designee as to what reasonable
efforts shall be made to recover the money and repay the Fund, the applicable
Portfolio or its agents. The Company shall then make such reasonable effort, at
the expense of the Fund or its agents, to recover the money and repay the Fund,
the applicable Portfolios or its agents; but the Company shall not be obligated
to take legal action against Contract owners.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
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 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.
4
2.2 The Fund Affiliates represent and warrant that (i) Fund 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 each Fund is
and shall remain registered under the 1940 Act for as long as the Fund 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 Affiliates
shall register and qualify the Funds for sales in accordance with the laws of
the various states only if and to the extent deemed advisable by the Fund or the
Fund Affiliates.
2.3 The Fund Affiliates represent 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.
2.4 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Fund Affiliates represent that the Funds' Board of
Trustees or Directors, as applicable, including a majority of its
Trustees/Directors who are not interested persons of the Fund, have formulated
and approved a plan under Rule 12b-l to finance distribution expenses.
2.5 The Fund Affiliates make no representation as to whether any aspect of the
Funds' operations (including, but not limited to, fees and expenses and
investment policies) complies with the insurance laws or insurance regulations
of the various states except that the Fund Affiliates represent that the Fund's
investment policies, fees and expenses are and shall at all times remain in
compliance with the laws of the States of their origin. The Fund Affiliates
represent that their respective operations are and shall at all times remain in
material compliance with their applicable laws to the extent required to perform
this Agreement
2.6 PIMS represents and warrants that it is a member in good standing of the
FINRA and is registered as a broker-dealer with the SEC. PIMS further represents
that it will sell and distribute the Fund shares in accordance in all material
respects with all applicable federal and state securities laws, including
without limitation the 1933 Act, the 1934 Act, and the 0000 Xxx.
2.7 The Fund Affiliates represent that the Funds are lawfully organized and
validly existing under the laws of the States of Delaware, Maryland, or
Massachusetts and that they do and will comply in all material respects with
applicable provisions of the 1940 Act.
2.8 The Fund Affiliates represent and warrant that all of 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
minimal coverage as required by Rule 17g-l 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.
2.9 The Company represents and warrants that ail of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Fund 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.
5
2.10 The Fund Affiliates represent and warrant that the Adviser is and shall
remain duly registered in all material respects under all applicable federal and
state securities laws and that the Adviser shall perform its obligations for the
Fund in compliance in all material respects with their applicable laws and any
applicable state and federal securities laws.
2.11 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 Fund's shares
pursuant to this Agreement.
2.12 The Company represents that it has adopted written policies and procedures
reasonably designed to detect and deter frequent and/or disruptive trading in
Shares. The Company and the Fund agree to reasonably cooperate for the purpose
of discouraging frequent or disruptive trading in shares of the Funds and have
entered into a "shareholder information agreement" under Rule 22c-2.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Fund Affiliates shall provide the Company at no charge with as many
printed copies of the Fund's 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 Fund's current prospectus and
statement of additional information, the Fund Affiliates shall provide
camera-ready film, computer diskettes, e-mail transmissions or PDF files
containing the Fund's 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 the Fund are amended during the year) to have the prospectus for
the Contracts (if applicable) and the Fund's prospectus printed together in one
document or separately. The Company may elect to print the Fund's prospectus
and/or its statement of additional information in combination with other fund
companies' prospectuses and statements of additional information.
3.2(a) The Fund Affiliates shall provide the Company at no charge with copies
of the Fund's proxy statements, Fund reports to shareholders, and other Fund
communications to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.2(b) The Fund or Fund Affiliates shall pay for the cost of typesetting,
printing and distributing all Fund prospectuses, statements of additional
information, Fund reports to shareholders and other Fund communications to
Contract owners and prospective Contract owners. The Fund Affiliates shall pay
for all costs for typesetting, printing and distributing proxy materials.
3.3. The Fund's statement of additional information shall be obtainable by
Contract owners from the Fund Affiliates, the Company or such other person as
the Fund may designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Fund or its designee to Contract owners to whom voting
privileges are required to be extended and shall:
A. solicit voting instructions from Contract owners;
6
B. vote the Fund 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
Fund shares of such Portfolio for which instructions have been received
from the Company's Contract owners. The Company reserves the right to
vote Fund shares held in any segregated asset account for its own
account, to the extent permitted by law. Notwithstanding the foregoing,
with respect to the Fund shares held by unregistered Separate Accounts
that issue Contracts issued in connection with employee benefit plans
subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended, the Company shall vote such Fund shares allocated
to such Contracts only in accordance with the Company's agreements with
such Contract owners.
3.5 The Fund Affiliates represent that the Fund will comply with all provisions
of the 1940 Act requiring voting by shareholders. Funds may have special
meetings as required by laws. Further, the Fund Affiliates represent that 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 Fund, the
Fund Affiliates or their designee, each piece of sales literature or other
promotional material prepared by the Company or any person contracting with the
Company in which the Fund, the Adviser or the Fund Affiliates is described, at
least five calendar days prior to its use. No such literature or material shall
be used without prior approval from the Fund, the Fund Affiliates or their
designee, however, the failure to object in writing within three Business days
will be deemed approval. Such approval process shall not apply to subsequent
usage of materials that are substantially similar to prior approved materials.
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 the Fund, or in sales literature or other promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee.
4.3 The Fund Affiliates shall furnish, or shall cause to be furnished, to the
Company or its designee, each piece of sales literature or other promotional
material in which the Company or any Separate Account is named, at least five
calendar days prior to its use. No such literature or material shall be used
without prior approval from the Company or its designee, however, the failure to
object in writing within three Business Days will be deemed approval. Such
approval process shall not apply to subsequent usage of materials that are
substantially similar to prior approved materials.
7
4.4 Neither the Fund nor the Fund Affiliates 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.
4.5 The Fund Affiliates 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.
4.6. The Company will provide to the Fund Affiliates at least one complete copy
of all prospectuses, statements of additional information, reports,
solicitations for voting instructions, and all amendments to any of the above,
if applicable to the investment in a Separate Account or Contract, promptly
after the filing of such document with the SEC or other regulatory authorities.
4.7 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.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund or the respective Fund Affiliates
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 Fund and the Fund
Affiliates. 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 Fund Affiliates. Upon termination of this Agreement for any reason,
the Company shall cease all use of any such names or marks.
4.9 The Fund and the Fund Affiliates agree and acknowledge that each 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. Except as provided in
Section 4.3, the Fund and the Fund Affiliates 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 Fund Affiliates shall cease all use of
any such names or marks.
8
ARTICLE V. Fees and Expenses
5.1 The Fund shall pay the fees and expenses provided for in the attached
SCHEDULE B.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the Fund
Affiliates and each of their respective trustees, directors, officers, employees
or agents and each person, if any, who controls the Fund or the Fund Affiliates
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 of the Fund's 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 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 or the Fund 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 Fund 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 and
other than statements or representations authorized by the Fund, the
Fund Affiliates or the Adviser); or (b) the willful misfeasance, bad
faith, gross 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 Fund 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
9
omission was made in reliance upon and in conformity with
information furnished to the Fund or the Fund Affiliates 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; or
(v) 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 6.4 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 6.4 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 Fund Affiliates
(a) The Fund Affiliates agree, with respect to each Portfolio that they
distribute, 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 Fund Affiliates) 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 of the
Portfolios that it distributes 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 registration
statement, prospectus or statement of additional information for the
Fund or sales literature or other promotional material of the Fund
(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 or the Company
to the Fund or the Fund Affiliates on behalf of the Company for use
in the registration statement, prospectus or statement of additional
information for 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
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund or the Fund Affiliates or persons
under their respective control and other than statements or
representations authorized by the Company); or (b) the willful
misfeasance, bad
10
faith, gross negligence or reckless disregard of duty of the Fund
or the Fund Affiliates or persons under the control of the Fund or
the Fund Affiliates, respectively, with respect to the sale or
distribution of the Contracts or Portfolio 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 with respect to the Contracts (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, if such statement or omission was made in
reliance upon and in conformity with information furnished to the
Company by the Fund or the Fund Affiliates or persons under the
control of the Fund or the Fund Affiliates, respectively; or
(iv) arise as a result of any material failure by the Fund or the Fund
Affiliates to provide the services and furnish the materials under
the terms of this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Fund Affiliates or the
Fund in this Agreement or arise out of or result from any other
material breach of this Agreement by the Fund Affiliates or the
Fund; except to the extent provided in Sections 6.2(b) and 6.4
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 6.4 hereof, the Indemnified Parties will
promptly notify the Fund Affiliates 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 6.4) 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 6.4) 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
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
11
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 Connecticut.
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. Term & Termination
1. 8.1 Term.
(a) Except as otherwise provided below, the term of this Agreement shall be for
five (5) years from the date hereof, unless terminated earlier by reason of a
breach of contract or by law, or pursuant to this section 8. At the end of the
initial term of this Agreement, this Agreement shall be automatically renewed
for successive one year periods, unless any party notifies the other no later
than thirty days before any anniversary of its intent to terminate this
Agreement.
8.2 This Agreement shall terminate:
(a) at the option of any party upon six months' 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 Fund, the Fund Affiliates or the Adviser upon
institution of formal proceedings against the Company by the FINRA, 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 Fund shares, which in the judgment of the Fund, the Fund
Affiliates or the Adviser are reasonably likely to have a material adverse
effect on the Company's ability to perform its obligations under this Agreement;
or
12
(c) at the option of the Company upon institution of formal proceedings against
the Fund, the Fund Affiliates or the Adviser by the FINRA, the SEC, or any state
securities or insurance department or any other regulatory body, related to the
purchase or sale of the Fund 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 Fund Affiliates', the Fund's or the Adviser's ability to perform its
obligations under this Agreement; or
(d) at the option of the Company if a Portfolio 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 Portfolio 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; or
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund, the Fund Affiliates or
the Adviser has suffered a material adverse change in its business, operations
or financial condition since the date of this Agreement or is the subject of
material adverse publicity which is likely to have a material adverse impact
upon the business and operations of the Company; or
(g) at the option of the Fund, the Fund Affiliates or the Adviser if the Fund,
the Fund Affiliates or the Adviser respectively, shall determine in its sole
judgment exercised in good faith, that the Company has suffered a material
adverse change in its business, operations or financial condition since the date
of this Agreement or is the subject of material adverse publicity which is
likely to have a material adverse impact upon the business and operations of the
Fund or Fund Affiliates.
8.3 Notice Requirement
(a) 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.
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(f) or 8.1(g), prior written notice of the election to
terminate this Agreement for cause shall be furnished by the party terminating
this Agreement to the non-terminating parties. Such prior written notice shall
be given by the party terminating this Agreement to the non-terminating parties
at least 60 days before the effective date of termination.
8.4 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
13
8.5 Effect of Termination
(a) 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 Fund Affiliates 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.
(b) Fund and/or Fund Affiliates shall remain obligated to pay Company the fee
in effect as of the date of termination for so long as shares are held by the
Accounts and Company continues to provide services to the Accounts. Such fee
shall apply to shares purchased both prior to and subsequent to the date of
termination. This Agreement, or any provision thereof, shall survive the
termination to the extent necessary for each party to perform its obligations
with respect to shares for which a fee continues to be due subsequent to such
termination.
(c) In the event of the insolvency or liquidation of the Company, fees shall
continue to be payable directly to the Company or its liquidator, receiver,
conservator or statutory successor, without diminution and reasonable provision
for verification by the Company or its liquidator, receiver, conservator or
statutory successor.
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
14
If to the Fund Affiliates:
If to PIMS:
Prudential Investment Management Services LLC
000 Xxxxxxxx Xxxxxx, Xxxxxxx Center Three, 00xx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: President
If to PMFS:
Prudential Mutual Fund Services LLC
000 Xxxxxxxx Xxxxxx, Xxxxxxx Center Three, 00xx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxxxx Xxxxx-Xxxxx
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 reasonably identified as such in writing by any other party
hereto, and, except as contemplated by this Agreement, 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.
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.
15
10.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
FINRA, 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 Portfolios of the Fund.
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 PRUDENTIAL INVESTMENT MANAGEMENT
SERVICES LLC
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxx Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President Title: President
PRUDENTIAL MUTUAL FUND SERVICES
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
16
SCHEDULE A
SEPARATE ACCOUNTS
NAME OF SEPARATE ACCOUNT AND DATE ESTABLISHED
Each Separate Account established by resolution of the Board of Directors of
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 Market
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
403 and 457 Markets
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC,
Separate Account Two, Separate Account Eleven,
Separate Account Fourteen
PORTFOLIOS
Class A, R and Z Shares
17
SCHEDULE B
In consideration of the services provided by the Company, the Company shall
receive the compensation described below in 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 Portfolio under the Fund Participation Agreement.
PIMS and/or PMFS, as the case may be, each agrees to pay all fees within
forty-five (45) business days following the end of each calendar quarter in the
form of three separate checks, one for 12b-1/shareholder servicing fees, one for
sub-accounting/recordkeeping fees and one for product support fees. The Company
is not required to xxxx or invoice to be entitled to and receive its
compensation payments above. Back-up documentation supporting the fee
calculations will be provided together with each payment by PIMS and/or PMFS.
Company shall have fourteen (14) days after receipt of its fee to raise any
reasonable disputes. During the review of the back-up documentation (which
review shall not exceed fourteen (14) days) and during the pendency of any
disputes over the fee, neither PIMS nor PMFS shall be obligated to pay any
disputed portion of the fees.
Type of Fee:
[a] Fee payable by PIMS as agent for the Funds for shareholder servicing
[b] Fee payable by PMFS as agent for the Funds for sub-accounting/record
keeping services
[c] Fee payable by PMFS on behalf of itself or an affiliate for product
support services
Separate payments according to this Schedule B shall be made quarterly in
arrears by check made payable to:
Hartford Life Insurance Company
Attn: USWM finance - X. Xxxxxxxxx, C4E
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
JENNISONDRYDEN CLASS A SHARES
SHAREHOLDER
SERVICING 12B-1 SUB-ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------------------
LARGE-CAP STOCK
Xxxxxx Large-Cap Core Equity Fund 0.25% 0.15% 0.10%
Xxxxxx Stock Index Fund 0.25% 0.15% 0.00%
Xxxxxx Strategic Value Fund 0.25% 0.15% 0.10%
Xxxxxxxx 20/20 Focus Fund 0.25% 0.15% 0.10%
Xxxxxxxx Blend Fund. Inc. 0.25% 0.15% 0.10%
Xxxxxxxx Conservative Growth Fund 0.25% 0.15% 0.10%
Xxxxxxxx Growth Fund 0.25% 0.15% 0.10%
18
SHAREHOLDER
SERVICING 12B-1 SUB-ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------------------
Xxxxxxxx Select Growth Fund 0.25% 0.15% 0.10%
Xxxxxxxx Value Fund 0.25% 0.15% 0.10%
Xxxxxxxx Equity Income Fund 0.25% 0.15% 0.10%
Xxxxxx US Equity Active Extension Fund 0.25% 0.15% 0.00%
19
SHAREHOLDER
SERVICING 12B-1 SUB-ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
---------------------------------------------------------------------------------------------------------------------
SMALL/MID CAP STOCK
Xxxxxx Small-Cap Core Equity Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxxxx Equity Opportunity Fund 0.25% 0.15% 0.10%
Xxxxxxxx Mid-Cap Growth Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx Mid-Cap Value Fund 0.25% 0.15% 0.10%
Xxxxxx Small-Cap Value Fund 0.25% 0.15% 0.10%
SECTOR STOCK
Xxxxxxxx Financial Services Fund 0.25% 0.15% 0.10%
Xxxxxxxx Natural Resources Fund. Inc. 0.25% 0.15% 0.10%
Xxxxxxxx Utility Fund 0.25% 0.15% 0.00%
Xxxxxx Global Real Estate Fund, Inc. 0.25% 0.15% 0.10%
GLOBAL/INTERNATIONAL STOCK
Xxxxxx International Equity Fund 0.25% 0.15% 0.10%
Xxxxxx International Value Fund 0.25% 0.15% 0.10%
ASSET ALLOCATION
Xxxxxx Active Allocation Fund 0.25% 0.15% 0.10%
JennisonDryden Conservative Allocation Fund 0.25% 0.15% 0.10%
JennisonDryden Growth Allocation Fund 0.25% 0.15% 0.10%
JennisonDryden Moderate Allocation Fund 0.25% 0.15% 0.10%
TAXABLE BOND
Xxxxxx Government Income Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx High Yield Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx Short-Term Corporate Bond Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx Total Return Bond Fund, Inc. 0.25% 0.15% 0.10%
GLOBAL/INTERNATIONAL BOND
Xxxxxx Global Total Return Fund, Inc. 0.25% 0.15% 0.10%
TARGET CLASS A SHARES
SHAREHOLDER
SERVICING 12B-1 SUB-ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
---------------------------------------------------------------------------------------------------------------------
Target Conservative Allocation Fund 0.25% 0.15% 0.00%
Target Moderate Allocation Fund 0.25% 0.15% 0.00%
Target Growth Allocation Fund 0.25% 0.15% 0.00%
OTHER CLASS A SHARES
SHAREHOLDER
SERVICING SUB-ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
-------------------------------------------------------------------------------------------------------------------
Xxxxxxxx-Xxxxxxxxx Growth Equity Fund 0.25% 0.15% 0.10%
20
JENNISONDRYDEN CLASS R SHARES
12B-1 SERVICE
AND/OR SUB-ACCOUNTING/RECORD PRODUCT
FUND NAME DISTRIBUTION FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
-------------------------------------------------------------------------------------------------------------------------
LARGE CAP STOCK
Xxxxxxxx 20/20 Focus Fund 0.50% 0.15% 0.10%
Xxxxxxxx Growth Fund 0.50% 0.15% 0.10%
Xxxxxxxx Value Fund 0.50% 0.15% 0.10%
SMALL/MID CAP STOCK
Xxxxxx Small-Cap Core Equity Fund, Inc. 0.50% 0.15% 0.10%
Xxxxxxxx Equity Opportunity Fund 0.50% 0.15% 0.10%
Xxxxxxxx Mid-Cap Growth Fund, Inc. 0.50% 0.15% 0.10%
TAXABLE BOND
Xxxxxx Government Income Fund, Inc. 0.50% 0.15% 0.10%
Xxxxxx High Yield Fund, Inc. 0.50% 0.15% 0.10%
Xxxxxx Short-Term Corporate Bond Fund, Inc. 0.50% 0.15% 0.10%
ASSET ALLOCATION
Xxxxxx Active Allocation Fund 0.50% 0.15% 0.10%
JennisonDryden Conservative Allocation Fund 0.50% 0.15% 0.10%
JennisonDryden Growth Allocation Fund 0.50% 0.15% 0.10%
JennisonDryden Moderate Allocation Fund 0.50% 0.15% 0.10%
SECTOR STOCK
Xxxxxxxx Natural Resources Fund. Inc. 0.50% 0.15% 0.10%
Xxxxxxxx Utility Fund 0.50% 0.15% 0.00%
TARGET CLASS R SHARES
12B-1 SERVICE
AND/OR SUB-ACCOUNTING/RECORD PRODUCT
FUND NAME DISTRIBUTION FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
-------------------------------------------------------------------------------------------------------------------------
Target Conservative Allocation Fund 0.50% 0.15% 0.00%
Target Moderate Allocation Fund 0.50% 0.15% 0.00%
Target Growth Allocation Fund 0.50% 0.15% 0.00%
21
JENNISONDRYDEN CLASS Z SHARES
SHAREHOLDER
SERVICING 12B-1 SUB-ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
---------------------------------------------------------------------------------------------------------------------
LARGE CAP STOCK
Xxxxxx Large-Cap Core Equity Fund 0.00% 0.15% 0.10%
Xxxxxx Stock Index Fund 0.00% 0.15% 0.00%
Xxxxxx Strategic Value Fund 0.00% 0.15% 0.10%
XXXXXXXX 20/20 FOCUS FUND 0.00% 0.15% 0.10%
Xxxxxxxx Blend Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxxxx Growth Fund 0.00% 0.15% 0.10%
Xxxxxxxx Select Growth Fund 0.00% 0.15% 0.10%
Xxxxxxxx Value Fund 0.00% 0.15% 0.10%
Xxxxxx US Equity Active Extension Fund 0.00% 0.15% 0.00%
SMALL/MID CAP STOCK
Xxxxxx Small-Cap Core Equity Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxxxx Equity Opportunity Fund 0.00% 0.15% 0.10%
Xxxxxxxx Mid-Cap Growth Fund, Inc 0.00% 0.15% 0.10%
Xxxxxx Mid-Cap Value Fund 0.00% 0.15% 0.10%
SECTOR STOCK
Xxxxxxxx Financial Services Fund 0.00% 0.15% 0.10%
Xxxxxxxx Natural Resources Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxxxx Utility Fund 0.00% 0.15% 0.00%
Xxxxxx Global Real Estate Fund, Inc. 0.00% 0.15% 0.10%
GLOBAL/INTERNATIONAL STOCK
Xxxxxx International Equity Fund 0.00% 0.15% 0.10%
Xxxxxx International Value Fund 0.00% 0.15% 0.10%
ASSET ALLOCATION FUNDS
Xxxxxx Active Allocation Fund 0.00% 0.15% 0.10%
JennisonDryden Conservative Allocation Fund 0.00% 0.15% 0.10%
JennisonDryden Growth Allocation Fund 0.00% 0.15% 0.10%
JennisonDryden Moderate Allocation Fund 0.00% 0.15% 0.10%
TAXABLE BOND
Xxxxxx Government Income Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxx High Yield Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxx Short-Term Corporate Bond Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxx Total Return Bond Fund, Inc. 0.00% 0.15% 0.10%
GLOBAL/INTERNATIONAL BOND
Xxxxxx Global Total Return Fund, Inc. 0.00% 0.15% 0.10%
22
TARGET CLASS Z SHARES
SHAREHOLDER
SERVICING 12B-1 SUB-ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
---------------------------------------------------------------------------------------------------------------------
Target Conservative Allocation Fund 0.00% 0.15% 0.00%
Target Moderate Allocation Fund 0.00% 0.15% 0.00%
Target Growth Allocation Fund 0.00% 0.15% 0.00%
OTHER CLASS Z SHARES
SHAREHOLDER
SERVICING 12B-1 SUB-ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
---------------------------------------------------------------------------------------------------------------------
Xxxxxxxx-Xxxxxxxxx Growth Equity Fund 0.00% 0.15% 0.10%
23
AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
This Amendment, dated as of June 30, 2008, amends the
Retail Fund Participation
Agreement dated as of April 1, 2008 between and among Hartford Life Insurance
Company (the "Company") and Prudential Mutual Fund Services LLC ("PMFS") and
Prudential Investment Management Services LLC ("PIMS") (PMFS and PIMS are
collectively referred to herein as "Service Provider").
WHEREAS, Company and Service Provider desire to amend the Agreement to revise
Schedule B to the Agreement;
NOW THEREFORE, Company and Service Provider agree as follows:
1. Schedule B to the Agreement is deleted and replaced with the attached
Schedule B.
2. All other terms and conditions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the
date set forth above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
PRUDENTIAL MUTUAL FUND SERVICES LLC
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
SCHEDULE B
FUNDS AVAILABLE AND APPLICABLE FEE
In consideration of the services provided by the Company, the Company shall
receive the compensation described below in 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 Portfolio under the Fund Participation Agreement.
PIMS and/or PMFS, as the case may be, each agrees to pay all fees within
forty-five (45) business days following the end of each calendar quarter in the
form of three separate checks, one for 12b-1/shareholder servicing fees, one for
sub-accounting/recordkeeping fees and one for product support fees. The Company
is not required to xxxx or invoice to be entitled to and receive its
compensation payments above. Back-up documentation supporting the fee
calculations will be provided together with each payment by PIMS and/or PMFS.
Company shall have fourteen (14) days after receipt of its fee to raise any
reasonable disputes. During the review of the back-up documentation (which
review shall not exceed fourteen (14) days) and during the pendency of any
disputes over the fee, neither PIMS nor PMFS shall be obligated to pay any
disputed portion of the fees.
With respect to Customer accounts invested in the Funds, the Company shall
receive the compensation described below. Such fee shall accrue daily and shall
be paid to the Company quarterly.
Type of Fee:
[a] Fee payable by PIMS as agent for the Funds for shareholder servicing
[b] Fee payable by PMFS as agent for the Funds for sub-accounting/record
keeping services
[c] Fee payable by PMFS on behalf of itself or an affiliate for product
support
JENNISONDRYDEN CLASS A SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------------
LARGE-CAP STOCK
Xxxxxx Large-Cap Core Equity Fund 0.25% 0.15% 0.10%
Xxxxxx Stock Index Fund 0.25% 0.15% 0.00%
Xxxxxx Strategic Value Fund 0.25% 0.15% 0.10%
Xxxxxxxx 20/20 Focus Fund 0.25% 0.15% 0.10%
Xxxxxxxx Blend Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxxxx Conservative Growth Fund 0.25% 0.15% 0.10%
Xxxxxxxx Growth Fund 0.25% 0.15% 0.10%
Xxxxxxxx Select Growth Fund 0.25% 0.15% 0.10%
Xxxxxxxx Value Fund 0.25% 0.15% 0.10%
Xxxxxxxx Equity Income Fund 0.25% 0.15% 0.10%
Xxxxxx US Equity Active Extension
Fund 0.25% 0.15% 0.00%
SMALL /MID CAP STOCK
Xxxxxx Small-Cap Core Equity Fund,
Inc. 0.25% 0.15% 0.10%
Xxxxxxxx Small Company Fund, Inc. (1) 0.25% 0.15% 0.10%
Xxxxxxxx Small Cap Opportunity Fund 0.25% 0.15% 0.10%
Xxxxxxxx Equity Opportunity Fund 0.25% 0.15% 0.10%
Xxxxxxxx Mid-Cap Growth Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx Mid-Cap Value Fund 0.25% 0.15% 0.10%
Xxxxxx Small-Cap Value Fund 0.25% 0.15% 0.10%
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
SECTOR STOCK
Xxxxxxxx Financial Services Fund 0.25% 0.15% 0.10%
Xxxxxxxx Health Sciences Fund (1) 0.25% 0.15% 0.10%
Xxxxxxxx Natural Resources Fund,
Inc. 0.25% 0.15% 0.10%
Xxxxxxxx Utility Fund 0.25% 0.15% 0.00%
Xxxxxx Global Real Estate Fund,
Inc. 0.25% 0.15% 0.10%
GLOBAL/INTERNATIONAL STOCK
Xxxxxx International Equity Fund 0.25% 0.15% 0.10%
Xxxxxx International Value Fund 0.25% 0.15% 0.10%
ASSET ALLOCATION
Xxxxxx Active Allocation Fund 0.25% 0.15% 0.10%
JennisonDryden Conservative
Allocation Fund 0.25% 0.15% 0.10%
JennisonDryden Growth Allocation
Fund 0.25% 0.15% 0.10%
JennisonDryden Moderate Allocation
Fund 0.25% 0.15% 0.10%
TAXABLE BOND
Xxxxxx Government Income Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx High Yield Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx Short-Term Corporate Bond
Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx Total Return Bond Fund, Inc. 0.25% 0.15% 0.10%
GLOBAL/INTERNATIONAL BOND
Xxxxxx Global Total Return Fund,
Inc. 0.25% 0.15% 0.10%
TARGET CLASS A SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
Target Conservative Allocation Fund 0.25% 0.15% 0.00%
Target Moderate Allocation Fund 0.25% 0.15% 0.00%
Target Growth Allocation Fund 0.25% 0.15% 0.00%
OTHER CLASS A SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
Xxxxxxxx-Xxxxxxxxx Growth Equity
Fund 0.25% 0.15% 0.10%
------------
(1) The Fund is closed to new investors as described in the Fund's prospectus.
JENNISONDRYDEN CLASS R SHARES
12B-1 SERVICE SUB-
AND/OR ACCOUNTING/RECORD PRODUCT
FUND NAME DISTRIBUTION FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
---------------------------------------------------------------------------------------------
LARGE CAP STOCK
Xxxxxxxx 20/20 Focus Fund 0.50% 0.15% 0.10%
Xxxxxxxx Growth Fund 0.50% 0.15% 0.10%
Xxxxxxxx Value Fund 0.50% 0.15% 0.10%
SMALL/MID CAP STOCK
Xxxxxx Small-Cap Core Equity Fund,
Inc. 0.50% 0.15% 0.10%
Xxxxxxxx Small Company Fund, Inc.
(1) 0.50% 0.15% 0.10%
Xxxxxxxx Small Cap Opportunity Fund 0.50% 0.15% 0.10%
Xxxxxxxx Equity Opportunity Fund 0.50% 0.15% 0.10%
Xxxxxxxx Mid-Cap Growth Fund, Inc. 0.50% 0.15% 0.10%
TAXABLE BOND
Xxxxxx Government Income Fund, Inc. 0.50% 0.15% 0.10%
Xxxxxx High Yield Fund, Inc. 0.50% 0.15% 0.10%
Xxxxxx Short-Term Corporate Bond
Fund, Inc. 0.50% 0.15% 0.10%
Xxxxxx Total Return Bond Fund, Inc. 0.50% 0.15% 0.10%
ASSET ALLOCATION
Xxxxxx Active Allocation Fund 0.50% 0.15% 0.10%
JennisonDryden Conservative
Allocation Fund 0.50% 0.15% 0.10%
JennisonDryden Growth Allocation
Fund 0.50% 0.15% 0.10%
JennisonDryden Moderate Allocation
Fund 0.50% 0.15% 0.10%
SECTOR STOCK
Xxxxxxxx Natural Resources Fund,
Inc. 0.50% 0.15% 0.10%
Xxxxxxxx Utility Fund 0.50% 0.15% 0.00%
Xxxxxx Global Real Estate Fund,
Inc. 0.50% 0.15% 0.10%
TARGET CLASS R SHARES
12B-1 SERVICE SUB-
AND/OR ACCOUNTING/RECORD PRODUCT
FUND NAME DISTRIBUTION FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
---------------------------------------------------------------------------------------------
Target Conservative Allocation Fund 0.50% 0.15% 0.00%
Target Moderate Allocation Fund 0.50% 0.15% 0.00%
Target Growth Allocation Fund 0.50% 0.15% 0.00%
------------
(1) The Fund is closed to new investors as described in the Fund's prospectus.
JENNISONDRYDEN CLASS Z SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
LARGE CAP STOCK
Xxxxxx Large-Cap Core Equity Fund 0.00% 0.15% 0.10%
Xxxxxx Stock Index Fund 0.00% 0.15% 0.00%
Xxxxxx Strategic Value Fund 0.00% 0.15% 0.10%
Xxxxxxxx 20/20 Focus Fund 0.00% 0.15% 0.10%
Xxxxxxxx Blend Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxxxx Growth Fund 0.00% 0.15% 0.10%
Xxxxxxxx Select Growth Fund 0.00% 0.15% 0.10%
Xxxxxxxx Value Fund 0.00% 0.15% 0.10%
Xxxxxx US Equity Active Extension
Fund 0.00% 0.15% 0.00%
SMALL/MID CAP STOCK
Xxxxxx Small-Cap Core Equity Fund,
Inc. 0.00% 0.15% 0.10%
Xxxxxxxx Small Company Fund, Inc.
(1) 0.00% 0.15% 0.10%
Xxxxxxxx Small Cap Opportunity Fund 0.00% 0.15% 0.10%
Xxxxxxxx Equity Opportunity Fund 0.00% 0.15% 0.10%
Xxxxxxxx Mid-Cap Growth Fund, Inc 0.00% 0.15% 0.10%
Xxxxxx Mid-Cap Value Fund 0.00% 0.15% 0.10%
SECTOR STOCK
Xxxxxxxx Financial Services Fund 0.00% 0.15% 0.10%
Xxxxxxxx Health Sciences Fund (1) 0.00% 0.15% 0.10%
Xxxxxxxx Natural Resources Fund,
Inc. 0.00% 0.15% 0.10%
Xxxxxxxx Utility Fund 0.00% 0.15% 0.00%
Xxxxxx Global Real Estate Fund,
Inc. 0.00% 0.15% 0.10%
GLOBAL/INTERNATIONAL STOCK
Xxxxxx International Equity Fund 0.00% 0.15% 0.10%
Xxxxxx International Value Fund 0.00% 0.15% 0.10%
ASSET ALLOCATION FUNDS
Xxxxxx Active Allocation Fund 0.00% 0.15% 0.10%
JennisonDryden Conservative
Allocation Fund 0.00% 0.15% 0.10%
JennisonDryden Growth Allocation
Fund 0.00% 0.15% 0.10%
JennisonDryden Moderate Allocation
Fund 0.00% 0.15% 0.10%
TAXABLE BOND
Xxxxxx Government Income Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxx High Yield Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxx Short-Term Corporate Bond
Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxx Total Return Bond Fund, Inc. 0.00% 0.15% 0.10%
GLOBAL/INTERNATIONAL BOND
Xxxxxx Global Total Return Fund,
Inc. 0.00% 0.15% 0.10%
TARGET CLASS Z SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
Target Conservative Allocation
Fund 0.00% 0.15% 0.00%
Target Moderate Allocation Fund 0.00% 0.15% 0.00%
Target Growth Allocation Fund 0.00% 0.15% 0.00%
OTHER CLASS Z SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
Xxxxxxxx-Xxxxxxxxx Growth Equity
Fund 0.00% 0.15% 0.10%
------------
(1) The Fund is closed to new investors as described in the Fund's prospectus.
SECOND AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
This Amendment, dated as of September 30, 2008, amends the
Retail Fund
Participation Agreement (as amended to date) dated as of April 1. 2008 between
and among Hartford Life Insurance Company (the "Company") and Prudential Mutual
Fund Services LLC ("PMFS") and Prudential Investment Management Services LLC
("PIMS") (PMFS and PIMS are collectively referred to herein as "Service
Provider").
WHEREAS, Company and Service Provider desire to amend the Agreement to revise
Schedule B to the Agreement;
NOW THEREFORE, Company and Service Provider agree as follows:
1. Schedule B to the Agreement is deleted and replaced with the attached
Schedule B.
2. All other terms and conditions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the
date set forth above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxx
------------------------------
Name: Xxxxx X. Xxx
Title: Senior Vice President
PRUDENTIAL MUTUAL FUND SERVICES LLC
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
XXXXXXXX XXXXXX CLASS R SHARES
12B-1 SERVICE SUB-
AND/OR ACCOUNTING/RECORD PRODUCT
FUND NAME DISTRIBUTION FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
---------------------------------------------------------------------------------------------
LARGE CAP STOCK
Xxxxxxxx 20/20 Focus Fund 0.50% 0.15% 0.10%
Xxxxxxxx Growth Fund 0.50% 0.15% 0.10%
Xxxxxxxx Value Fund 0.50% 0.15% 0.10%
SMALL/MID CAP STOCK
Xxxxxx Small-Cap Core Equity Fund,
Inc. 0.50% 0.15% 0.10%
Xxxxxxxx Small Company Fund, Inc.
(1) 0.50% 0.15% 0.10%
Xxxxxxxx Small Cap Opportunity Fund 0.50% 0.15% 0.10%
Xxxxxxxx Equity Opportunity Fund 0.50% 0.15% 0.10%
Xxxxxxxx Mid-Cap Growth Fund, Inc. 0.50% 0.15% 0.10%
TAXABLE BOND
Xxxxxx Government Income Fund, Inc. 0.50% 0.15% 0.10%
Xxxxxx High Yield Fund, Inc. 0.50% 0.15% 0.10%
Xxxxxx Short-Term Corporate Bond
Fund, Inc. 0.50% 0.15% 0.10%
Xxxxxx Total Return Bond Fund, Inc. 0.50% 0.15% 0.10%
ASSET ALLOCATION
Xxxxxx Active Allocation Fund 0.50% 0.15% 0.10%
JennisonDryden Conservative
Allocation Fund 0.50% 0.15% 0.10%
JennisonDryden Growth Allocation
Fund 0.50% 0.15% 0.10%
JennisonDryden Moderate Allocation
Fund 0.50% 0.15% 0.10%
SECTOR STOCK
Xxxxxxxx Natural Resources Fund,
Inc. 0.50% 0.15% 0.10%
Xxxxxxxx Utility Fund 0.50% 0.15% 0.00%
Xxxxxx Global Real Estate Fund,
Inc. 0.50% 0.15% 0.10%
TARGET CLASS R SHARES
12B-1 SERVICE SUB-
AND/OR ACCOUNTING/RECORD PRODUCT
FUND NAME DISTRIBUTION FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
---------------------------------------------------------------------------------------------
Target Conservative Allocation Fund 0.50% 0.15% 0.00%
Target Moderate Allocation Fund 0.50% 0.15% 0.00%
Target Growth Allocation Fund 0.50% 0.15% 0.00%
------------
(1) The Fund is closed to new investors as described in the Fund's prospectus.
Xxxxxxxx Xxxxxx Class Z Shares
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
LARGE CAP STOCK
Xxxxxx Large-Cap Core Equity Fund 0.00% 0.15% 0.10%
Xxxxxx Stock Index Fund 0.00% 0.15% 0.00%
Xxxxxx Strategic Value Fund 0.00% 0.15% 0.10%
Xxxxxxxx 20/20 Focus Fund 0.00% 0.15% 0.10%
Xxxxxxxx Blend Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxxxx Growth Fund 0.00% 0.15% 0.10%
Xxxxxxxx Select Growth Fund 0.00% 0.15% 0.10%
Xxxxxxxx Value Fund 0.00% 0.15% 0.10%
Xxxxxxxx Equity Income Fund 0.00% 0.15% 0.10%
Xxxxxx US Equity Active Extension
Fund 0.00% 0.15% 0.00%
SMALL/MID CAP STOCK
Xxxxxx Small-Cap Core Equity Fund,
Inc. 0.00% 0.15% 0.10%
Xxxxxxxx Small Company Fund, Inc.
(1) 0.00% 0.15% 0.10%
Xxxxxxxx Small Cap Opportunity Fund 0.00% 0.15% 0.10%
Xxxxxxxx Equity Opportunity Fund 0.00% 0.15% 0.10%
Xxxxxxxx Mid-Cap Growth Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxx Mid-Cap Value Fund
SECTOR STOCK
Xxxxxxxx Financial Services Fund 0.00% 0.15% 0.10%
Xxxxxxxx Health Sciences Fund (1) 0.00% 0.15% 0.10%
Xxxxxxxx Natural Resources Fund,
Inc. 0.00% 0.15% 0.10%
Xxxxxxxx Utility Fund 0.00% 0.15% 0.00%
Xxxxxx Global Real Estate Fund,
Inc. 0.00% 0.15% 0.10%
GLOBAL/INTERNATIONAL STOCK
Xxxxxx International Equity Fund 0.00% 0.15% 0.10%
Xxxxxx International Value Fund 0.00% 0.15% 0.10%
ASSET ALLOCATION FUNDS
Xxxxxx Active Allocation Fund 0.00% 0.15% 0.10%
JennisonDryden Conservative
Allocation Fund 0.00% 0.15% 0.10%
JennisonDryden Growth Allocation
Fund 0.00% 0.15% 0.10%
JennisonDryden Moderate Allocation
Fund 0.00% 0.15% 0.10%
TAXABLE BOND
Xxxxxx Government Income Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxx High Yield Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxx Short-Term Corporate Bond
Fund, Inc. 0.00% 0.15% 0.10%
Xxxxxx Total Return Bond Fund, Inc. 0.00% 0.15% 0.10%
GLOBAL/INTERNATIONAL BOND
Xxxxxx Global Real Estate Fund,
Inc. 0.00% 0.15% 0.10%
TARGET CLASS Z SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
Target Conservative Allocation Fund 0.00% 0.15% 0.00%
Target Moderate Allocation Fund 0.00% 0.15% 0.00%
Target Growth Allocation Fund 0.00% 0.15% 0.00%
OTHER CLASS Z SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
Xxxxxxxx-Xxxxxxxxx Growth Equity
Fund 0.00% 0.15% 0.10%
------------
(1) The Fund is closed to new investors as described in the Fund's prospectus.
JENNISONDRYDEN CLASS I SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
Xxxxxx Stock Index Fund 0.00% 0.00% 0.00%
SCHEDULE B
FUNDS AVAILABLE AND APPLICABLE FEE
In consideration of the services provided by the Company, the Company shall
receive the compensation described below in 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 Portfolio under the Fund Participation Agreement.
PIMS and/or PMFS, as the case may be, each agrees to pay all fees within
forty-live (45) business days following the end of each calendar quarter in the
form of three separate checks, one for 12b-1/shareholder servicing fees, one for
sub-accounting/recordkeeping fees and one for product support fees. The Company
is not required to xxxx or invoice to he entitled to and receive its
compensation payments above. Back-up documentation supporting the fee
calculations will be provided together with each payment by PIMS and/or PMFS.
Company shall have fourteen (14) days after receipt of its fee to raise any
reasonable disputes. During the review of the back-up documentation (which
review shall not exceed fourteen (14) days) and during the pendency of any
disputes over the fee, neither PIMS nor PMFS shall be obligated to pay any
disputed portion of the fees.
With respect to Customer accounts invested in the Funds, the Company shall
receive the compensation described below. Such fee shall accrue daily and shall
be paid to the Company quarterly.
Type of Fee:
[a] Fee payable by PIMS as agent for the Funds for shareholder servicing
[b] Fee payable by PMFS as agent for the Funds for sub-accounting/record
keeping services
[c] Fee payable by PMFS on behalf of itself or an affiliate for product
support
JENNISONDRYDEN CLASS A SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
LARGE-CAP STOCK
Xxxxxx Large-Cap Core Equity Fund 0.25% 0.15% 0.10%
Xxxxxx Stock Index Fund 0.25% 0.15% 0.00%
Xxxxxx Strategic Value Fund 0.25% 0.15% 0.10%
Xxxxxxxx 20/20 Focus Fund 0.25% 0.15% 0.10%
Xxxxxxxx Blend Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxxxx Conservative Growth Fund 0.25% 0.15% 0.10%
Xxxxxxxx Growth Fund 0.25% 0.15% 0.10%
Xxxxxxxx Select Growth Fund 0.25% 0.15% 0.10%
Xxxxxxxx Value Fund 0.25% 0.15% 0.10%
Xxxxxxxx Equity Income Fund 0.25% 0.15% 0.10%
Xxxxxx US Equity Active Extension
Fund 0.25% 0.15% 0.00%
SMALL /MID CAP STOCK
Xxxxxx Small-Cap Core Equity Fund,
Inc. 0.25% 0.15% 0.10%
Xxxxxxxx Small Company Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxxxx Small Cap Opportunity Fund 0.25% 0.15% 0.10%
Xxxxxxxx Equity Opportunity Fund 0.25% 0.15% 0.10%
Xxxxxxxx Mid-Cap Growth Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx Mid-Cap Value Fund 0.25% 0.15% 0.10%
Xxxxxx Small-Cap Value Fund 0.25% 0.15% 0.10%
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
SECTOR STOCK
Xxxxxxxx Financial Services Fund 0.25% 0.15% 0.10%
Xxxxxxxx Health Sciences Fund (1) 0.25% 0.15% 0.10%
Xxxxxxxx Natural Resources Fund,
Inc. 0.25% 0.15% 0.10%
Xxxxxxxx Utility Fund 0.25% 0.15% 0.00%
Xxxxxx Global Real Estate Fund,
Inc. 0.25% 0.15% 0.10%
GLOBAL/INTERNATIONAL STOCK
Xxxxxx International Equity Fund 0.25% 0.15% 0.10%
Xxxxxx International Value Fund 0.25% 0.15% 0.10%
ASSET ALLOCATION
Xxxxxx Active Allocation Fund 0.25% 0.15% 0.10%
JennisonDryden Conservative
Allocation Fund 0.25% 0.15% 0.10%
JennisonDryden Growth Allocation
Fund 0.25% 0.15% 0.10%
JennisonDryden Moderate Allocation
Fund 0.25% 0.15% 0.10%
TAXABLE BOND
Xxxxxx Government Income Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx High Yield Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx Short-Term Corporate Bond
Fund, Inc. 0.25% 0.15% 0.10%
Xxxxxx Total Return Bond Fund, Inc. 0.25% 0.15% 0.10%
GLOBAL/INTERNATIONAL BOND
Xxxxxx Global Total Return Fund,
Inc. 0.25% 0.15% 0.10%
TARGET CLASS A SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
Target Conservative Allocation Fund 0.25% 0.15% 0.00%
Target Moderate Allocation Fund 0.25% 0.15% 0.00%
Target Growth Allocation Fund 0.25% 0.15% 0.00%
OTHER CLASS A SHARES
SHAREHOLDER SUB-
SERVICING 12B-1 ACCOUNTING/RECORD PRODUCT
FUND NAME FEE (A) KEEPING FEE (B) SUPPORT FEE (C)
----------------------------------------------------------------------------------------
Xxxxxxxx-Xxxxxxxxx Growth Equity
Fund 0.25% 0.15% 0.10%
------------
(1) The Fund is closed to new investors as described in the Fund's prospectus.
THIRD AMENDMENT
TO THE
RETAIL FUND PARTICIPATION AGREEMENT
BY AND AMONG
HARTFORD LIFE INSURANCE COMPANY
AND
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
AND
PRUDENTIAL MUTUAL FUND SERVICES LLC
Pursuant to Section 10.8 of the
Retail Fund Participation Agreement dated April
1, 2008 between and among Hartford Life Insurance Company, Prudential Investment
Management Services LLC and Prudential Mutual Fund Services LLC (the
"Agreement"), as previously amended as of June 30, 2008 and September 30, 2008,
(collectively, the "Amended Agreement"), the Amended Agreement is hereby amended
as provided below, effective as of the earliest date set forth below:
1. The Amendment dated June 30, 2008 is hereby designated the "First
Amendment."
2. Hartford Securities Distribution Company, Inc., a broker-dealer registered
with the U.S. Securities and Exchange Commission under the Securities Exchange
Act of 1934, a member of the Financial Industry Regulatory Authority, and an
affiliate of Hartford Life Insurance Company, is hereby added as a party to the
Amended Agreement as of the date of execution of this Third Amendment by each of
the undersigned.
3. Section 9.1(a) is hereby amended to add the following to the end of this
section:
"If to Hartford Securities Distribution Company, Inc.:
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel"
4. Section 10.3 is hereby deleted in its entirety and restated to read as
follows:
"10.3 This Agreement and any amendments hereto may be executed
simultaneously in two or more counterparts, each of which shall be an
original and each of which shall constitute one and the same instrument."
5. Section 10.8 is hereby deleted in its entirety and restated to read as
follows:
1
"10.8 The parties to this Agreement may amend by written agreement this
Agreement and the Schedules to this Agreement from time to time to reflect
changes in or relating to the Contracts, the Separate Accounts, the
Portfolios of the fund, and/or such other matters as the parties may from
time to time determine."
6. The first sentence of the current Schedule B is hereby amended to add the
phrase "or its affiliate Hartford Securities Distribution Company, Inc."
immediately following the second reference to "the Company" in this sentence.
This sentence, as amended, should read as follows:
"In consideration of the services provided by the Company, the Company, or
its affiliate Hartford Securities Distribution Company, Inc., shall receive
the compensation described below in 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 Portfolio under the Fund Participation
Agreement."
7. The existing second paragraph of the current Schedule B shall be moved and
become the third paragraph. A new second paragraph shall be inserted above the
third paragraph on Schedule B, to read as follows:
"Fees paid in accordance with each Fund's Rule 12b-1 plan as described in
Section 2.4 and identified below will be made payable to the Company's
affiliate, Hartford Securities Distribution Company, Inc., a broker-dealer
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 and a member of the Financial Industry Regulatory
Authority. Sub-Accounting/Recordkeeping Fees paid for
sub-accounting/recordkeeping services pursuant to Schedule B will be made
payable to the Company."
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the undersigned have executed this Third Amendment to the
Amended Agreement.
HARTFORD LIFE INSURANCE COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
Xxxxxxx Xxxx, Assistant Vice Xxxxxxx Xxxx, Assistant Vice
President President
----------------------------------- -----------------------------------
Print name and title Print name and title
/s/ Xxxxxxx Xxxx /s/ Xxxxxxx Xxxx
----------------------------------- -----------------------------------
Signature Signature
11/9/2009 11/9/2009
----------------------------------- -----------------------------------
Date Date
PRUDENTIAL INVESTMENT MANAGEMENT PRUDENTIAL MUTUAL FUND SERVICES LLC
SERVICES LLC
Xxxxx Xxxxxx Xxxx Xxxxxxxxx, Vice President
[ILLEGIBLE] [ILLEGIBLE]
----------------------------------- -----------------------------------
Print name and title Print name and title
/s/ Xxxxx Xxxxxx /s/ Xxxx Xxxxxxxxx
----------------------------------- -----------------------------------
Signature Signature
11/04/2009 November 9, 2009
----------------------------------- -----------------------------------
Date Date
3
