RETAIL FUND PARTICIPATION AGREEMENT
AND
MUTUAL FUND SALES AGREEMENT ADDENDUM
THIS AGREEMENT, made and entered into this 26th Day of February, 2009, by and
among HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized
under the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and
on behalf of each separate account of the Company set forth in SCHEDULE A
hereto, as my be amended from time to time (each such account hereinafter
referred to as a "SEPARATE ACCOUNT"), with respect to this Agreement and the
Addendum, the investment companies executing this Agreement (each a "Fund" and
collectively the "Funds"), on behalf of themselves and each of their series or
classes of shares solely with respect to this Agreement, JPMorgan Distribution
Service, Inc., a broker dealer organized under the laws of Delaware that is the
distributor of shares of the Fund ("JPMDS") with respect to this Agreement and
the Addendum, and JPMorgan Investment Advisors Inc., X.X. Xxxxxx Investment
Management Inc. and Security Capital Research & Management Incorporated, each an
investment adviser to a Fund or Funds solely with respect to Article VI and
Schedule C of this Agreement..
WITNESSETH:
WHEREAS, beneficial interests in the Funds are divided into several series of
shares (each a "Portfolio", collectively, the "Portfolios"); and
WHEREAS, each Fund desires to enter into an Agreement pursuant to which the Fund
will retain the Company to perform some or all of the recordkeeping, processing
and reporting services and functions set forth on Schedule B with respect to
transactions in shares of the Portfolios ("Shares") listed on Schedule A,
excluding those Shares that carry a redemption fee;
WHEREAS, JPMDS desires to enter into an Agreement pursuant to which it will
retain the Company to perform some or all of the marketing and distribution
services set forth in the Addendum with respect to transactions in Shares listed
on Schedule A;
WHEREAS, this Agreement only pertains to business conducted by the Company
outside of the business that is conducted by the Company and covered under
separate agreements the Funds or their affiliates may have with Xxxxxxx Lynch,
Pierce, Xxxxxx and Xxxxx and its affiliates or The Princeton Retirement Group
and its affiliates;
WHEREAS, the Funds are registered as open-end management investment companies
under the Investment Company Act of 1940, as amended (hereinafter the "1940
ACT") and their shares are registered under the Securities Act of 1933, as
amended (hereinafter the "1933 ACT"); 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, JPMorgan Investment Advisors Inc., X.X. Xxxxxx Investment Management
Inc. and Security Capital Research & Management Incorporated (the "ADVISERS")
are investment advisers to the Fund of Funds and are duly registered as an
investment advisers under the Investment Advisers Act of 1940, as amended (the
"ADVISERS ACT"), and any applicable state securities laws; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase Shares of the Portfolios set forth in SCHEDULE A
on behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Funds and the Advisers agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Funds agree to make Shares available for purchase by the Company and
Funds shall execute orders placed by the Company on behalf of any Separate
Account on a Business Day (as defined below) at the next determined net asset
value per share after receipt and acceptance by the Fund or its designee of such
order as set forth in the applicable current prospectus ("Prospectus") and
Statement of Additional Information ("SAI") and applicable rules, regulations
and requirements. 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 by the Funds' deadline for orders on a Business Day
shall constitute receipt by the Funds; provided that the Funds receive notice of
such order via the National Securities Clearing Corporation (the "NSCC") by 9:30
a.m. Eastern Time on the next following Business Day. The Fund will receive all
orders to purchase 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 Shares by the scheduled close of federal funds
transmissions on the same Business Day the Fund receives an order to purchase
Shares in accordance with this section using the NSCC's Fund/SERV System.
Payment shall be in federal funds transmitted by wire to 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 Company 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 Shares via the NSCC's DCC&S platform the following
shall apply to this Section:
The Funds agree to make Shares available for purchase by the Company and Funds
shall execute orders placed by Company on behalf of any Separate Account on a
Business Day at the next determined-net asset value per share 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 by the
Funds' deadline for orders on a Business Day shall constitute receipt by the
Fund; provided that the Fund or JPMDS receives notice of such order by 9:30 a.m.
Eastern Time on the next following Business Day. The Company shall pay for
Shares by the scheduled close of federal funds transmissions on the same
Business Day the Fund receives an order to
purchase Shares in accordance with this section. Payment shall be in federal
funds transmitted by wire to the Fund's designated custodian. If payment for any
purchase order is not received in accordance with the foregoing, the Funds
reserve the right, with notice to the Company, to cancel the sale and to hold
Company responsible for any loss sustained as a result thereof, including loss
of profit.
1.2 The Funds agree to make Shares available for purchase at the applicable net
asset value per share indefinitely by the Company on Business Days; provided,
however, that the Funds or JPMDS in their sole discretion may refuse to sell
Shares to any person or suspend or terminate the offering of Shares.
1.3 The Funds will make available to Company a list of the states or other
jurisdictions in which Shares are eligible for sale, which list may be revised
from time to time. Company agrees to sell or offer to sell Shares only in the
states and other jurisdictions appearing on the most recent list received from
the Funds.
1.4 The Funds agree to redeem, 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 Business Day 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 by the Funds' deadline for orders on a Business Day
shall constitute receipt by the Fund; provided the Fund receives notice of such
request for redemption via the NSCC by 9:30 a.m. Eastern Time on the next
following Business Day. The Fund will receive all orders to redeem Shares using
the NSCC's DCC&S platform. The Fund will also provide the Company with account
positions and activity data using the NSCC's Networking platform. Payment for
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 Funds receive notice of the redemption order from the Company
provided that the Funds receive notice by 9:30 a.m. Eastern Time on such
Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Fund for Shares via the NSCC's DCC&S platform the following
shall apply to this Section:
The Funds agree to redeem, upon the Company's request, any full or fractional
Shares held by the Company on behalf of a Separate Account, executing such
requests on a Business Day 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 by the Funds' deadline for orders on a Business Day hall
constitute receipt by the Fund; provided the Funds receive notice of such
request for redemption by 9:30 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 Funds receive
notice of the redemption order from the Company provided that the Fund receives
notice by 9:30 a.m. Eastern Time on such Business Day.
1.5 The Company will place separate orders to purchase or redeem Shares.
1.6 Issuance and transfer of Shares will be by book entry only. Share
certificates will not be issued to the Company or any Separate Account. Purchase
and redemption orders for Shares will be recorded in an appropriate title for
each Separate Account or the appropriate subaccount of each Separate Account.
1.7 The Funds shall furnish prior day and same day notice to the Company of any
income, dividends or capital gain distributions payable on Shares. The Company
hereby elects to receive all such dividends and distributions as are payable on
a Shares in the form of additional Shares of that Portfolio. The Fund 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.
1.8 The Company agrees that neither the Funds, their distributor nor any of
their affiliates or agents will have any responsibility or liability to review
any purchase or redemption request which is presented by the Company (i) to
determine whether such request is genuine or authorized by the owner of a
Contract, participant or beneficiary that has selected a Portfolio as an
investment option ("Contract Owner") or (ii) to determine the suitability of a
particular Fund or Class for such Contract Owner. The Funds, their distributor
and their affiliates and agents will be entitled to rely conclusively on any
purchase or redemption request communicated to the Funds by the Company, and
will have no liability whatsoever for any losses, claims or damages to or
against the Company or any Contract Owner resulting from the failure of Company
to transmit any such request, or from any errors contained in any request.
1.9. Company certifies that it will at all times follow relevant rules,
regulations and requirements in connection with the handling of orders for
transactions in the Funds, including, without limitation:
(a) Rule 22c-1(a) and other applicable rules under the 1940 Act;
(b) the provisions of this Agreement;
(c) the Funds' current prospectus (the "Prospectus"); and
(d) Rule 22c-2 as set forth in Schedule D
1.10 Company further certifies that it:
(i) has adopted and implemented and will monitor its compliance with
procedures reasonably designed to prevent violations of relevant
law, regulation and Prospectus requirements with respect to late
trading;
(ii) upon request, will provide information and further certification to
the Funds or their designee to verify compliance with this Article
I; and
(iii) will cooperate in monitoring and enforcing of the Funds' market
timing and late trading policies as set forth in the Prospectus and
such other policies established by the Funds from time to time; and
(iv) will provide monthly participant level account activity reports to
the Funds via Sungard Transaction Network ("STN").
1.12 The Funds shall make the net asset value per share of each Portfolio
available to the Company on a daily basis as soon as reasonably practicle after
the close of trading each Business Day, but in no event later than 6:30 p.m.
Eastern time on such Business Day.
1.13(a) If the Fund provides materially incorrect share net asset value
information through no fault of the Company, the Separate Accounts shall be
entitled to an adjustment with respect to the Shares purchased or redeemed to
reflect the correct net asset value per share.
1.14(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.
ARTICLE II Administrative Services to Contract Owners and Distribution Services
to the Funds and the Contract Owners
2.1 Company shall perform some or all of the recordkeeping, processing and
reporting services and functions set forth on Schedule B with respect to
transactions in Shares.
2.2 Company shall perform some or all of the marketing and distribution
services set forth in the Addendum.
ARTICLE III. Representations and Warranties
3.1 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 will 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.
3.2 The Funds 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 the Fund is and shall remain
registered under the 1940 Act for as long Shares are sold; (ii) the Fund shall
amend the registration statement for its Shares under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous offering of
its shares; and (iii) the Fund shall register and qualify its shares for sales
in accordance with the laws of the various states only if and to the extent
deemed advisable by the Funds.
3.3 The Funds represents that each Portfolio (a) is currently qualified as a
Regulated Investment Company under Subchapter M of the Code; (b) will make every
effort to maintain such qualification (under Subchapter M or any successor or
similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify or
might not so qualify in the future.
3.4 The Funds make no representation as to whether any aspect of their
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or insurance regulations of any
state. The Funds represent that their respective operations are and
shall at all times remain in material compliance with applicable federal and
state securities law to the extent required to perform this Agreement.
3.5 The Funds represent that they are lawfully organized and validly existing
under the laws of the State of Massachusetts, Delaware or Maryland as applicable
and that they do and will comply in all material respects with applicable
provisions of the 0000 Xxx.
3.6 The Fund represents and warrants that it is and shall 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-1 under the 1940 Act or related provisions as may be promulgated from time
to time. The aforesaid Bond includes coverage for larceny and embezzlement and
is issued by a reputable bonding company.
3.7 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the 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.
3.8 The Company represents that:
(1) it has adopted and implemented policies and procedures which comply
with the orders and directives of the Office of Foreign Assets
Control ("OFAC");
(2) its Separate Accounts are beneficially owned exclusively by
retirement plans, which retirement plans are not "covered products"
as that term is defined in 31 CFR 103.137 of the Bank Secrecy Act
(as amended by the USA Patriot Act); and
(3) it will (but only to the extent consistent with applicable law) take
all steps necessary and appropriate to provide the Fund with any
requested information about the Separate Accounts and their Fund
accounts in the event that the Fund shall request such information
due to any inquiry or investigation by any law enforcement,
regulatory, or administrative authority.
3.9 The Company represents that, to the extent Shares are purchased by a
Separate Account on behalf of a defined contribution plan subject to Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (a
"Plan"), the arrangements provided for in this Agreement will be disclosed to
the Plan(s) through their representatives,
3.10 The Company represents that either (a) it is not a "fiduciary" with
respect to the provision of the services contemplated herein to any Plan(s) as
such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"); or (b) its receipt of fees
pursuant to this Agreement and the provision of the services contemplated herein
to any Plan(s) will not constitute a non-exempt "prohibited transaction" as such
term is defined in Section 406 of ERISA and Section 4975 of the Code.
3.11 JPMDS represents that it is a broker dealer registered with the Securities
and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of
1934 and that it is a member of the Financial Industry Regulatory Authority.
3.12 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 Shares pursuant to this
Agreement.
ARTICLE IV. Prospectuses; Reports and Proxy Statements; Voting
4.1(a) The Fund 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 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.
4.1(b) For prospectuses and statements of additional information provided by
the Company to its existing Contract Owners in order to update disclosure as
required by the 1933 Act and/or the 1940 Act, the cost of setting in type,
printing and distributing shall be borne by the Funds. If the Company chooses to
receive camera-ready film or computer diskettes in lieu of receiving printed
copies of the Funds' prospectus and/or statement of additional information, the
Funds shall bear the cost of typesetting to provide the Funds' prospectus and/or
statement of additional information to the Company in the format in which the
Funds are accustomed to formatting prospectuses and statements of additional
information, respectively, and the Company shall bear the expense of adjusting
or changing the format to conform with any of its prospectuses and/or statements
of additional information. In such event, the Funds will reimburse the Company
in an amount equal to the product of x and y where x is the number of such
prospectuses distributed to Contract Owners, and y is the Funds' per unit cost
of printing the Funds' prospectuses. The same procedures shall be followed with
respect to the Funds' statement of additional information. The Funds' shall not
pay any costs of typesetting, printing and distributing the Funds' prospectus
and/or statement of additional information to prospective Contract Owners.
4.2 The Fund shall provide the Company at no charge with copies of the Fund's
proxy statements, Fund annual and semi-annual reports to shareholders, and other
Fund communications to shareholders (except for prospectuses and statements of
additional information, which are covered in Section 4.1(a) and (b) above) in
such quantity as the Company shall reasonably require for distributing to
existing Contract Owners. The Funds shall not pay any costs of distributing
annual and semi-annual reports and other communications to prospective Contract
Owners.
4.3. The Fund's statement of additional information shall be obtainable by
Contract Owners from the Fund, JPMDS, or the Company or such other person as the
Fund may designate.
4.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Fund to Contract Owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract Owners;
B. vote the Shares held in the Separate Account in accordance with
instructions received from Contract Owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable
annuity contract owners, vote
Fund shares held in the Separate Account for which no timely
instructions have been received, in the same proportion as Shares
for which instructions have been received from the Company's
Contract Owners. The Company reserves the right to vote Shares held
in any segregated asset account for its own account, to the extent
permitted by law. Notwithstanding the foregoing, with respect to the
Shares held by unregistered Separate Accounts that issue Contracts
issued in connection with employee benefit plans subject to the
provisions of the Employee Retirement Income Security Act of 1974,
as amended, the Company shall vote such Shares allocated to such
Contracts only in accordance with the Company's agreements with such
Contract Owners.
4.5 The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Fund will not hold annual meetings but will hold such
special meetings as may be necessary from time to time. Further, the Fund will
act in accordance with the SEC interpretation of the requirements of Section
16(a) with respect to periodic elections of directors or trustees and with
whatever rules the SEC may promulgate with respect thereto.
ARTICLE V. Sales Material and Information
5.1 The Company shall furnish, or shall cause to be furnished, to the Funds or
JPMDS, 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 JPMDS is described, at least ten business days prior to its use. No
such literature or material shall be used if the Funds or their or their
designee reasonably objects to such use within ten calendar days after receipt
of such material Such approval process shall not apply to subsequent usage of
materials that are the same as prior approved materials.
5.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Funds
or concerning the Funds in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or
prospectus for 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 Funds or their designee, except with the permission of
the Funds or their designee.
5.3 The Funds 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 ten business days
prior to its use. No such literature or material shall be used if the Company or
its designee reasonably objects to such use within ten calendar days after
receipt of such material. Such approval process shall not apply to subsequent
usage of materials that are the same as prior approved materials.
5.4 Neither the Funds nor JPMDS 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.
5.5 The Fund 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.
5.6 The Company will provide to the Fund 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.
5.7 For purposes of this Article V, 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, reprints or excerpts of any other
advertisement, sales literature, or published article), registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
5.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund, the Advisers or their 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 Funds, the Advisers
or their affiliates. Except as provided in Section 5.1, 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
Funds or JPMDS. Upon termination of this Agreement for any reason, the Company
shall cease all use of any such names or marks.
5.9 The Funds and JPMDS each 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 5.3, neither the Funds nor JPMDS shall use any such names or marks in
connection with marketing the Fund without prior written consent of the Company.
Upon termination of this Agreement for any reason, the Fund shall cease all use
of any such names or marks.
ARTICLE VI. Fees
6.1 The Fund and the Advisers shall pay the Company the administrative services
fees provided for in the attached SCHEDULE Cfor the services listed in SCHEDULE
B.
6.2 JPMDS shall pay the Company the distribution fees provided for in the
Addendum for the distribution and marketing services described in the Addendum.
ARTICLE VII. Indemnification
7.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Funds, JPMDS and each
of their respective trustees, directors, officers, employees or agents and each
person, if any, who controls the Funds within the meaning of section 15 of the
1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of this Section
7.1) 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 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 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 to the Company by or on behalf
of such Indemnified Party or 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
(ii) directly result from (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 of the Fund not supplied by the Company, or persons
under its control and other than statements or representations
authorized by the Funds or JPMDS); or (b) the willful misfeasance,
bad faith, gross negligence or reckless disregard of duty of the
Company or persons under its control or
(iii) arise out of or are based upon 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 of the Fund (or any amendment
thereof or supplement thereto) or the omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, if such a
statement or omission was made in reliance upon and in conformity
with information furnished to the Fund or its designee by the
Company or persons under its control; or
(iv) directly result form any material breach of any representation
and/or warranty made by the Company in this Agreement or the
Addendum or form any other material breach by the Company of this
Agreement or the Addendum; except to the extent provided in Sections
7.1(b) and 7.4 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 7.5 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.
7.2 Indemnification by the Fund
(a) The Fund agrees to indemnify and hold harmless the Company and each of its
directors, officers, employees or agents and each person, if any, who controls
the Company within the meaning of section 15 of the 1933 Act (collectively, the
"INDEMNIFIED PARTIES" for purposes of this Section 7.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement
with the written consent of the Fund) 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 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 registration
statement, prospectus or statement of additional information for the
Fund or sales literature 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 to the Fund by or
on behalf of such Indemnified Party, the Company or JPMDS 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
(ii) directly result from (a) statements or representations (other than
statements or representations contained in the registration
statement, prospectus or sales literature for the Contracts not
supplied by or on behalf of the Funds or persons under their
respective control and other than statements or representations
authorized by the Company); or (b) the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty of the Funds
or persons under the control of the Funds; 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 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 persons
under the control of the Funds, respectively; or
(iv) directly result from any material breach of any representation
and/or warranty made by the Fund in this Agreement or from any other
material breach of this Agreement by the Fund; except to the extent
provided in Sections 7.2(b) and 7.4 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 7.5 hereof, the Indemnified Parties will
promptly notify the Fund 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.
7.3 Indemnification by JPMDS
(a) JPMDS agrees to indemnify and hold harmless the Company and each of its
directors, officers, employees or agents and each person, if any, who controls
the Company within the meaning of section 15 of the 1933 Act (collectively, the
"INDEMNIFIED PARTIES" for purposes of this Section 7.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of JPMDS) 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 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 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 to JPMDS or the
Fund by or on behalf of such Indemnified Party or 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
(ii) directly result from (a) statements or representations (other than
statements or representations contained in the registration
statement, prospectus or sales literature for the Contracts not
supplied by JPMDS or persons under its respective control and other
than statements or representations authorized by the Company); or
(b) the willful misfeasance, bad faith, gross negligence or reckless
disregard of duty of JPMDS or persons under the control of JPMDS; 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 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 JPMDS or persons under
the control of JPMDS; or
(iv) directly result from any material breach of any representation
and/or warranty made by JPMDS in this Agreement or the Addendum or
from any other material breach of this Agreement or the Addendum by
JPMDS except to the extent provided in Sections 7.3(b) and 7.4
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 7.5 hereof, the Indemnified Parties will
promptly notify JPMDS 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.
7.4 Neither the Company, JPMDS nor the Funds shall be liable for special,
consequential or incidental damages. This indemnity agreement will be in
addition to any liability which the parties may otherwise have.
7.5. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article VII
("INDEMNIFYING PARTY" for the purpose of this Section 7.5) shall not be liable
under the indemnification provisions of this Article VII with respect to any
claim made against a party entitled to indemnification under this Article VII
("INDEMNIFIED PARTY" for the purpose of this Section 7.5) 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 form any liability which it may have to the
Indemnification Party against whom such action is brought otherwise than on
account of the indemnification provision of this Article VII. 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 form the
Indemnifying Party to the Indemnified Party of the Indemnifying Party's election
to assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by the Indemnified Party, and the
Indemnifying Party will not be liable to such party under this Agreement for any
legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation, unless:
(i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests
between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VII. The
indemnification provisions contained in this Article VII shall survive any
termination of this Agreement.
ARTICLE VIII. Applicable Law
8.1 This Agreement and the Addendum shall be construed and the provisions
hereof interpreted under and in accordance with the laws of the State of
Connecticut.
8.2 This Agreement and the Addendum 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 IX. Termination
9.1 This Agreement shall terminate:
(a) at the option of any party upon 60 days' advance written notice to the
other parties unless otherwise agreed in a separate written agreement among the
parties; or
(b) at the option of the Funds upon institution of formal proceedings against
the Company by the FINRA, the SEC, the insurance commission of any state or nay
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 Funds are reasonably likely to have a material adverse
effect on the Company's ability to perform its obligations under this Agreement;
or
(c) at the option of the Company upon institution of formal proceedings against
the Funds, the Funds' distributor or the Advisers 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'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 Funds, the Funds' distributor
or the Advisers 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 Funds, if the Funds, shall determine in their 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
Funds.
9.2 Notice Requirement
(a) In the event that any termination of this Agreement is based upon the
provisions of Sections 9.1(b), 9.1(c) or 9.1(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 9.1(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 9.1(f) or 9.1(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.
9.3 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 9.1(a) may be exercised for any reason or for no reason.
9.4 Effect of Termination
Notwithstanding any termination of this Agreement pursuant to Section 9.1(a)
through 9.1(g), the Contract Owners shall be permitted to direct reallocation of
investments in the Funds, redeem investments in the Fund and/or invest in the
Fund upon the making of additional purchase payments under the Contracts unless
such further sale of Shares is proscribed by law, regulation or an applicable
regulatory body.
ARTICLE X. Notices
10.1 (a) Any notice shall be deemed duly given only if sent by hand or
overnight express delivery, evidenced by written receipt or by certified mail,
return receipt requested, to the other party at the address of such party set
forth below or at such other address as such party may from time to time specify
in writing to the other party. All notices shall be deemed given the date
received or rejected by the addressee.
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, Investment Products Division
With a copy to:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
If to the Fund:
JPMorgan Funds
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attn: Contract Administration
If to JPMDS:
JPMorgan Distribution Services, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attn: Contract Administration
ARTICLE XI Miscellaneous
11.1 Subject to law and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the Contract Owners and all other
information reasonably identified as confidential in writing by any other party
hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information except (i) as may be
necessary in the ordinary course of performing the services and transactions
contemplated by this Agreement; (ii) with the express prior written consent of
the affected party; or (iii) as required by law, judicial process or regulatory
requirements. Confidential information shall not include information a party to
this Agreement can clearly establish was (a) known to the party prior to this
Agreement; (b) rightfully acquired by the party from third parties whom the
party reasonably believes are not under an obligation of confidentiality to the
other party to this Agreement; (c) placed in public domain without fault of the
party or its affiliates; or (d) independently developed by the party without
reference or reliance upon Confidential Information.
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.
11.2 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.
11.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
11.4 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.
11.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
11.6 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. ???Notwithstanding the foregoing, each
party hereto further agrees to furnish the California Insurance Commissioner
with any information or reports in connection with services provided under this
Agreement which such Commissioner may request in order to ascertain whether the
insurance operations of the Company are being conducted in a manner consistent
with the California laws and regulations
11.7 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.
11.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Funds.
11.9 The names "JPMorgan Trust I," JPMorgan Trust II," "Undiscovered Managers
Funds" "X.X. Xxxxxx Mutual Fund Group", or "X.X. Xxxxxx Mutual Fund Investment
Trust" refer respectively to the Funds. The obligations of each Fund (or the
particular Portfolio thereof) entered into in the name or on behalf thereof by
any Trustee, representative or agent of the Fund are made not individually, but
in such capacities, and such obligations of each Fund (or the particular
Portfolio thereof) are not binding upon any Trustee, shareholder or
representative of that Fund personally, but bind only the assets of the
applicable Fund (or the particular Portfolio thereof), and all persons dealing
with that Fund (or particular Portfolio thereof) must look solely to the assets
of the Fund (or the particular Portfolio thereof) for the enforcement of any
claims against the Fund (or the particular Portfolio).
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
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President,
Employer Markets
JPMORGAN TRUST I
JPMORGAN TRUST II,
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP,
INC.
X.X. XXXXXX MUTUAL FUND GROUP
X.X. XXXXXX MUTUAL FUND INVESTMENT JPMORGAN VALUE OPPORTUNITIES FUND
TRUST
UNDISCOVERED MANAGERES FUNDS
000 Xxxx Xxxxxx 0000 Xxxxxxx Xxxxxx, XX
Xxx Xxxx, XX 00000 Xxxxxxxxxx, XX 00000
By: /s/ Xxxxxxx X. House By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------- --------------------------------
Authorized Signature Authorized Signature
Name: Xxxxxxx X. House Name: Xxxxx X. Xxxxxxxxxx
Title: Assistant Treasurer Title: Authorized Signer
Date: 3/4/09 Date: 3/4/09
JPMORGAN INVESTMENT ADVISORS INC.
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000-0000
By: /s/ Xxxx X. Xxxx
--------------------------------------
Name: Xxxx X. Xxxx
Title: Treasurer & Chief Financial Officer
Date: 3/5/09
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
By: /s/ Xxxx X Xxxxxx
--------------------------------
Name: Xxxx X Xxxxxx
Title: Managing Director
Date: 3-5-09
SECURITY CAPITAL RESEARCH & MANAGEMENT INCORPORATED
00 Xxxxx Xxxxxxxx
Xxxxxxx, XX 00000
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Secretary
Date: 3/4/09
SCHEDULE A
SEPARATE ACCOUNTS
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 MARKET
DCI, DCII, 457, UFC, Separate Account Two, Separate Account Eleven, Separate
Account Twelve, Separate Account Fourteen
Funds: A, Select, R2, Institutional and R5 Shares of the variable NAV funds of
the Trusts listed below, excluding those Funds that carry a redemption fee:
JPMORGAN TRUST I
JPMORGAN TURST II,
X.X.Xxxxxx Xxxxxxx Mutual Fund Group, Inc.
X.X.Xxxxxx Mutual Fund Group
X.X.Xxxxxx Mutual Fund Investment Trust
UNDISCOVERED MANAGERS FUNDS
JPMORGAN VALUE OPPORTUNITIES FUND INC.
As of July 9, 2008, the following Funds were series of the above mentioned
Trusts: JPMorgan Funds (excluding short-term and index funds -- in a separate
list below)
# JPM FUND NAME SHARE CUSIP TICKER
-----------------------------------------------------------------------------------------------------------------
1009 Highbridge Statistical Market Neutral Fund A 0000X0000 HSKAX
1011 Highbridge Statistical Market Neutral Fund Select 0000X0000 HSKSX
1102 JPMorgan Bond Fund A 0000X0000 JBDAX
1207 JPMorgan Bond Fund Select 0000X0000 JBSEX
1391 JPMorgan Bond Fund Institutional 0000X0000 JMIBX
9 JPMorgan Capital Growth Fund A 0000X0000 VCAGX
368 JPMorgan Capital Growth Fund Select 0000X0000 VCGIX
0000 XXXxxxxx Xxxxxxx Xxxxxx Xxxx X0 0000X0000 JREZX
3717 JPMorgan Core Bond Fund A 0000X0000 PGBOX
3720 JPMorgan Core Bond Fund Select 0000X0000 WOBDX
0000 XXXxxxxx Xxxx Xxxx Xxxx X0 0000X0000 JCBRX
0000 XXXxxxxx Xxxx Xxxx Xxxx X0 0000X0000 JCBZX
3152 JPMorgan Core Plus Bond Fund A 0000X0000 ONIAX
3122 JPMorgan Core Plus Bond Fund Select 0000X0000 HLIPX
0000 XXXxxxxx Xxxx Xxxx Xxxx Xxxx X0 0000X0000 JCPZX
1250 JPMorgan Disciplined Equity Fund A 0000X0000 JDEAX
1216 JPMorgan Disciplined Equity Fund Select 0000X0000 JDESX
1304 JPMorgan Disciplined Equity Fund Institutional 0000X0000 JPIEX
1138 JPMorgan Diversified Fund A 0000X0000 JDVAX
1285 JPMorgan Diversified Fund Select 0000X0000 JDVSX
1387 JPMorgan Diversified Fund Institutional 0000X0000 JPDVX
3150 JPMorgan Diversified Mid Cap Growth Fund A 0000X0000 OSGIX
3120 JPMorgan Diversified Xxx Xxx Xxxxxx Xxxx Xxxxxx 0000X0000 XXXXX
3149 JPMorgan Diversified Mid Cap Value Fund A 0000X0000 OGDIX
3119 JPMorgan Diversified Mid Cap Value Fund Select 0000X0000 HLDEX
710 JPMorgan Dynamic Small Cap Growth Fund A 0000X0000 VSCOX
288 JPMorgan Dynamic Small Cap Growth Fund Select 0000X0000 JDSCX
3158 JPMorgan Equity Income Fund A 0000X0000 OIEIX
3128 JPMorgan Equity Income Fund Select 0000X0000 HLIEX
3256 JPMorgan Government Bond Fund A 0000X0000 OGGAX
3246 JPMorgan Government Bond Fund Select 0000X0000 HLGAX
0000 XXXxxxxx Xxxxxxxxxx Xxxx Xxxx X0 0000X0000 JGBZX
564 JPMorgan Growth Advantage Fund A 00000X000 VHIAX
1567 JPMorgan Growth Advantage Fund Select 0000X0000 JGASX
8 JPMorgan Growth and Income Fund A 0000X0000 VGRIX
366 JPMorgan Growth and Income Fund Select 0000X0000 VGIIX
3259 JPMorgan Intermediate Bond Fund A 0000X0000 OGBAX
3249 JPMorgan Intermediate Bond Fund Select 0000X0000 SEIFX
3837 JPMorgan International Realty Fund A 0000X0000 JIRAX
0000 XXXxxxxx Xxxxxxxxxxxxx Xxxxxx Xxxx X0 0000X0000 JILRX
3840 JPMorgan International Realty Fund Select 0000X0000 JIRSX
0000 XXXxxxxx Xxxxxxxx Xxxxxxx Fund A 0000X0000 JIAAX
0000 XXXxxxxx Xxxxxxxx Xxxxxxx Fund Select 0000X0000 JPIAX
3926 XXXxxxxx Xxxxxxxx Xxxxxxx Xxxx X0 0000X0000 JIARX
1030 XXXxxxxx Xxxxxxxx Xxxxxxx Xxxx X0 0000X0000 JIAZX
3928 JPMorgan Intrepid Growth Fund A 0000X0000 JIGAX
0000 XXXxxxxx Xxxxxxxx Xxxxxx Xxxx X0 0000X0000 JGIRX
1202 JPMorgan Intrepid Growth Fund Select 0000X0000 JPGSX
0000 XXXxxxxx Xxxxxxxx Xxxxxx Xxxx X0 0000X0000 JIGZX
3701 JPMorgan Intrepid Mid Cap Fund A 0000X0000 PECAX
# JPM FUND NAME SHARE CUSIP TICKER
-----------------------------------------------------------------------------------------------------------------
3704 JPMorgan Intrepid Mid Cap Fund Select 0000X0000 WOOPX
3931 JPMorgan Intrepid Multi Cap Fund A 0000X0000 JICAX
1176 JPMorgan Intrepid Multi Cap Fund Select 0000X0000 JIISX
1316 JPMorgan Intrepid Plus Fund Select 0000X0000 JILSX
1314 JPMorgan Intrepid Plus Fund A 0000X0000 JPSAX
3934 JPMorgan Intrepid Value Fund A 0000X0000 JIVAX
1436 JPMorgan Intrepid Value Fund R5 0000X0000 JIVRX
1136 JPMorgan Intrepid Value Fund Select 0000X0000 JPIVX
0000 XXXxxxxx Xxxxxxxx Xxxxx Xxxx X0 0000X0000 JIVZX
3557 JPMorgan Investor Balanced Fund A 0000X0000 OGIAX
3559 JPMorgan Investor Balanced Fund Select 0000X0000 OIBFX
3560 JPMorgan Investor Conservative Growth Fund A 0000X0000 OICAX
3562 JPMorgan Investor Conservative Growth Fund Select 0000X0000 ONCFX
3554 JPMorgan Investor Growth & Income Fund A 0000X0000 ONGIX
3556 JPMorgan Investor Growth & Income Fund Select 0000X0000 ONGFX
3551 JPMorgan Investor Growth Fund A 0000X0000 ONGAX
3553 JPMorgan Investor Growth Fund Select 0000X0000 ONIFX
3148 JPMorgan Large Cap Growth Fund A 0000X0000 OLGAX
3118 JPMorgan Large Cap Growth Fund Select 0000X0000 SEEGX
0000 XXXxxxxx Xxxxx Xxx Xxxxxx Xxxx X0 0000X0000 JLGZX
3160 JPMorgan Large Cap Value Fund A 0000X0000 OLVAX
3130 JPMorgan Large Cap Value Fund Select 0000X0000 HLQVX
0000 XXXxxxxx Xxxxx Xxx Xxxxx Xxxx X0 0000X0000 JLVRX
0000 XXXxxxxx Xxxxx Xxx Xxxxx Xxxx X0 0000X0000 JLVZX
689 JPMorgan Mid Cap Equity Fund Select 0000X0000 VSNGX
861 JPMorgan Mid Cap Value Fund A 339128308 JAMCX
1100 JPMorgan Mid Cap Value Fund Select 339183105 JMVSX
758 JPMorgan Mid Cap Value Fund Institutional 339128100 FLMVX
4009 JPMorgan Mid Cap Value Fund R2 339128100 JMVZX
1272 JPMorgan Mortgage-Backed Securities Fund A 0000X0000 OMBAX
1273 JPMorgan Mortgage-Backed Securities Fund Select 0000X0000 OMBIX
2020 JPMorgan Multi-Cap Market Neutral Fund A 0000X0000 OGNAX
2023 JPMorgan Multi-Cap Market Neutral Fund Select 0000X0000 OGNIX
1998 JPMorgan Real Return Fund A 0000X0000 RRNAX
1997 JPMorgan Real Return Fund Institutional 0000X0000 RRNNX
1996 JPMorgan Real Return Fund Select 0000X0000 RRNSX
1373 JPMorgan Realty Income Fund A 904504560 URTAX
1372 JPMorgan Realty Income Fund Institutional 904504503 URTLX
1380 JPMorgan Realty Income Fund R5 904504511 JRIRX
690 JPMorgan Small Cap Core Fund Select 0000X0000 VSSCX
361 JPMorgan Small Cap Equity Fund A 0000X0000 VSEAX
0000 XXXxxxxx Xxxxx Xxx Xxxxxx Xxxx X0 0000X0000 JSEZX
3352 JPMorgan Small Cap Growth Fund A 0000X0000 PGSGX
3136 JPMorgan Small Cap Growth Fund Select 0000X0000 OGGFX
3907 JPMorgan Small Cap Growth Fund Institutional 0000X0000 JISGX
1036 JPMorgan Small Cap Growth Fund R2 0000X0000 JSGZX
3709 JPMorgan Small Cap Value Fund A 0000X0000 PSOAX
3712 JPMorgan Small Cap Value Fund Select 0000X0000 PSOPX
3609 JPMorgan Small Cap Value Fund R5 0000X0000 JSVRX
0000 XXXxxxxx Xxxxx Xxx Xxxxx Xxxx X0 0000X0000 JSVZX
2212 JPMorgan SmartRetirement 2010 Fund Select 0000X0000 JSWSX
# JPM FUND NAME SHARE CUSIP TICKER
-----------------------------------------------------------------------------------------------------------------
2210 JPMorgan SmartRetirement 2010 Fund A 0000X0000 JSWAX
2213 JPMorgan SmartRetirement 2010 Fund Institutional 0000X0000 JSWIX
1048 JPMorgan SmartRetirement 2010 Fund R2 4812A4137 JSWZX
2217 JPMorgan SmartRetirement 2015 Fund Select 0000X0000 JSFSX
2215 JPMorgan SmartRetirement 2015 Fund A 0000X0000 JSFAX
2218 JPMorgan SmartRetirement 2015 Fund Institutional 0000X0000 JSFIX
4000 JPMorgan SmartRetirement 2015 Fund R2 0000X0000 JSFZX
2222 JPMorgan SmartRetirement 2020 Fund Select 0000X0000 JTTSX
2220 JPMorgan SmartRetirement 2020 Fund A 0000X0000 JTTAX
2223 JPMorgan SmartRetirement 2020 Fund Institutional 0000X0000 JTTIX
4001 JPMorgan SmartRetirement 2020 Fund R2 0000X0000 JTTZX
2227 JPMorgan SmartRetirement 2025 Fund Select 0000X0000 JNSSX
2225 JPMorgan SmartRetirement 2025 Fund A 0000X0000 JNSAX
2228 JPMorgan SmartRetirement 2025 Fund Institutional 0000X0000 JNSIX
4002 JPMorgan SmartRetirement 2025 Fund R2 0000X0000 JNSZX
2232 JPMorgan SmartRetirement 2030 Fund Select 0000X0000 JSMSX
2230 JPMorgan SmartRetirement 2030 Fund A 0000X0000 JSMAX
2233 JPMorgan SmartRetirement 2030 Fund Institutional 0000X0000 JSMIX
4003 JPMorgan SmartRetirement 2030 Fund R2 0000X0000 JSMZX
2237 JPMorgan SmartRetirement 2035 Fund Select 0000X0000 SRJSX
2235 JPMorgan SmartRetirement 2035 Fund A 0000X0000 SRJAX
2238 JPMorgan SmartRetirement 2035 Fund Institutional 0000X0000 SRJIX
4004 JPMorgan SmartRetirement 2035 Fund R2 0000X0000 SRJZX
2242 JPMorgan SmartRetirement 2040 Fund Select 0000X0000 SMTSX
2240 JPMorgan SmartRetirement 2040 Fund A 0000X0000 SMTAX
2243 JPMorgan SmartRetirement 2040 Fund Institutional 0000X0000 SMTIX
4005 JPMorgan SmartRetirement 2040 Fund R2 0000X0000 SMTZX
2247 JPMorgan SmartRetirement 2045 Fund Select 0000X0000 JSASX
2245 JPMorgan SmartRetirement 2045 Fund A 0000X0000 JSAAX
2248 JPMorgan SmartRetirement 2045 Fund Institutional 0000X0000 JSAIX
4006 JPMorgan SmartRetirement 2045 Fund R2 0000X0000 JSAZX
2252 JPMorgan SmartRetirement 2050 Fund Select 0000X0000 JTSSX
2250 JPMorgan SmartRetirement 2050 Fund A 0000X0000 JTSAX
2253 JPMorgan SmartRetirement 2050 Fund Institutional 0000X0000 JTSIX
4007 JPMorgan SmartRetirement 2050 Fund R2 00000X000 TSZX
2202 JPMorgan SmartRetirement Income Fund Select 0000X0000 JSRSX
2200 JPMorgan SmartRetirement Income Fund A 0000X0000 JSRAX
2203 JPMorgan SmartRetirement Income Fund Institutional 0000X0000 JSIIX
1047 JPMorgan SmartRetirement Income Fund R2 0000X0000 JSIZX
1110 JPMorgan Strategic Income Fund A 0000X0000 JSIAX
1200 JPMorgan Strategic Income Fund Select 0000X0000 JSISX
1308 JPMorgan Strategic Income Fund Institutional 0000X0000 JPIGX
1322 JPMorgan Strategic Small Cap Value Fund R5 0000X0000 JPMRX
1319 JPMorgan Strategic Small Cap Value Fund Select 0000X0000 JPMSX
1317 JPMorgan Strategic Small Cap Value Fund A 0000X0000 JPMAX
3563 JPMorgan Treasury & Agency Fund A 0000X0000 OTABX
3565 JPMorgan Treasury & Agency Fund Select 0000X0000 OGTFX
0000 XXXxxxxx X.X. Equity Fund A 0000X0000 JUEAX
0000 XXXxxxxx X.X. Equity Fund Select 0000X0000 JUESX
0000 XXXxxxxx X.X. Equity Fund Institutional 0000X0000 JMUEX
0000 XXXxxxxx X.X. Xxxxxx Xxxx X0 0000X0000 JUSRX
# JPM FUND NAME SHARE CUSIP TICKER
-----------------------------------------------------------------------------------------------------------------
0000 XXXxxxxx X.X. Xxxxxx Xxxx X0 0000X0000 JUEZX
1000 JPMorgan U.S. Large Cap Core Plus Fund A 0000X0000 JLCAX
1002 JPMorgan U.S. Large Cap Core Plus Fund Select 0000X0000 JLPSX
2000 JPMorgan U.S. Large Cap Core Plus Fund R5 0000X0000 JCPRX
0000 XXXxxxxx X.X. Xxxxx Xxx Xxxx Xxxx Xxxx X0 0000X0000 JLPZX
3034 JPMorgan U.S. Real Estate Fund A 0000X0000 SUSIX
3037 JPMorgan U.S. Real Estate Fund Select 0000X0000 SUIEX
0000 XXXxxxxx X.X. Xxxx Xxxxxx Xxxx X0 0000X0000 JURRX
0000 XXXxxxxx X.X. Xxxx Xxxxxx Xxxx X0 0000X0000 JREZX
0000 XXXxxxxx X.X. Small Company Fund A 0000X0000 JTUAX
1298 JPMorgan U.S. Small Company Fund Select 0000X0000 JSCSX
1384 JPMorgan U.S. Small Company Fund Institutional 0000X0000 JUSSX
1396 JPMorgan Value Advantage Fund A 0000X0000 JVAAX
1400 JPMorgan Value Advantage Fund Institutional 0000X0000 JVAIX
1399 JPMorgan Value Advantage Fund Select 0000X0000 JVASX
230 JPMorgan Value Opportunities Fund A 00000X000 JVOAX
1370 JPMorgan Value Opportunities Fund Institutional 00000X000 JVOIX
1175 Undiscovered Managers Behavioral Growth Fund A 904504610 UBGAX
1366 Undiscovered Managers Behavioral Growth Fund Institutional 904504206 UBRLX
1390 Undiscovered Managers Behavioral Value Fund A 904504586 UBVAX
1368 Undiscovered Managers Behavioral Value Fund Institutional 904504842 UBVLX
1783 Undiscovered Managers Small Cap Growth Fund A 904504636 USRAX
1369 Undiscovered Managers Small Cap Growth Fund Institutional 904504677 USRLX
JPMORGAN SHORT TERM AND INDEX FUNDS
# FUND NAME SHARE CUSIP TICKER
-----------------------------------------------------------------------------------------------------------------
1307 JPMorgan Enhanced Income Fund Institutional 0000X0000 JEIFX
3159 JPMorgan Equity Index Fund A 0000X0000 OGEAX
3129 JPMorgan Equity Index Fund Select 0000X0000 HLEIX
3705 JPMorgan Market Expansion Index Fund A 0000X0000 OMEAX
3708 JPMorgan Market Expansion Index Fund Select 0000X0000 PGMIX
0000 XXXxxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxx X0 0000X0000 JMEZX
3153 JPMorgan Short Duration Bond Fund A 0000X0000 OGLVX
3133 JPMorgan Short Duration Bond Fund Select 0000X0000 HLLVX
1104 JPMorgan Short Term Bond Fund A 0000X0000 JSTAX
1234 JPMorgan Short Term Bond Fund Select 0000X0000 JSBSX
1378 JPMorgan Short Term Bond Fund Institutional 0000X0000 JMSBX
674 JPMorgan Short Term Bond Fund II A 928374784 HSTGX
227 JPMorgan Short Term Bond Fund II Select 628263105 TRSBX
3257 JPMorgan Ultra Short Duration Bond Fund A 0000X0000 ONUAX
3247 JPMorgan Ultra Short Duration Bond Fund Select 0000X0000 HLGFX
SCHEDULE B
ADMINISTRATIVE SERVICES
When and to the extent requested by the Fund, the Company agrees to perform
recordkeeping, processing and reporting services and functions (i) with respect
to transactions in Shares made by Separate Accounts on behalf of Contract
Owners, and (ii) with respect to holdings of Shares maintained by Separate
Accounts on behalf of Contract Owners, through a single master shareholder
account each Separate Account maintains with each Portfolio. To the extent
requested, the Company will provide the following services:
A. Maintain separate records for each Contract Owner reflecting Shares
purchased, redeemed and exchanged by a Separate Account on behalf of such
Contract Owner and outstanding balances of Shares owned by a Separate Account
for the benefit of such Contract Owner.
B. Prepare and transmit to Contract Owners periodic account statements
indicating the number of Shares owned by a Separate Account for the benefit of
the Contract Owner and purchases, redemptions and exchanges of Shares made by a
Separate Account behalf of the Contract Owner.
C. With respect to each Separate Account, aggregate all purchase, redemption
and exchange orders made by the Separate Account on behalf of the Contract
Owners and transmit instructions based on such aggregate orders to the Funds'
transfer agent in accordance with the terms and conditions of the Prospectus,
the applicable rules, regulations and requirements, and the terms of this
Agreement.
D. Transmit to the Contract Owners prospectuses, proxy materials, shareholder
reports, and other information provided by the Funds and required to be sent to
shareholders under the Federal securities laws.
E. Provide to the Funds, the Funds' transfer agent and/or other parties
designated by them such other information relating to transactions in and
holdings of Shares by the Separate Accounts on behalf of Contract Owner as is
reasonably requested.
SCHEDULE C
ADMINSITRATIVE SERVICES FEES
In consideration of the services provided by the Company, each variable NAV
Portfolio agrees to pay the Company an annual fee of 0.25% of the average daily
net asset value of the A, Select and R2 Shares of such Portfolio beneficially
owned by Separate Accounts other than Shares owned for the Company's own account
and except for short term bond and index Portfolios which will be paid at 0.05%.
The Portfolios shall pay this fee to the Company up to a maximum of $15.00 per
Contract Owner Account per year. Any remainder of the fee over $15.00 per
Contract Owner Account per year shall be paid by the Advisors' to the Fund(s)
issuing the Shares out of the Advisor's or Advisors' legitimate profits.
In consideration of the services provided by the Company, each variable NAV
Portfolio agrees to pay the Company an annual fee of 0.10% of the average daily
net asset value of the Institutional and R5 Shares of such Portfolio
beneficially owned by Separate Accounts other than Shares owned for the
Company's own account and except for short term bond and index Portfolios which
will be paid at 0.00%. The Portfolios shall pay this fee to the Company up to a
maximum of $15.00 per Contract Owner Account per year. Any remainder of the fee
over $15.00 per Contract Owner Account per year shall be paid by the Advisors'
to the Fund(s) issuing the Shares out of the Advisor's or Advisors' legitimate
profits.
Such amounts to be paid within 45 days after the Funds' receipt of an invoice
from Company.
SCHEDULE D
Rule 22c-2 Shareholder Information Agreement
This Agreement is entered into as of , 2009 by and between (i)
Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company
(together, "we" or "us") and (ii) JPMorgan Distribution Services, Inc., ("you")
in your capacity as the principal underwriter of the Funds(each a "Fund" and
together the "Funds").
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940, as amended,
requires mutual funds to enter into "shareholder information agreements" with
financial intermediaries that hold fund shares on behalf of other investors in
"omnibus accounts" and submit orders to purchase or redeem fund shares on behalf
of such investors directly to the fund, its transfer agent or principal
underwriter; and
WHEREAS, shares of one or more of the Funds are purchased and redeemed on an
omnibus basis directly by our Accounts (as defined below) in connection with for
one or more Contracts (as defined below).
NOW, THEREFORE, In consideration of the premises and mutual covenants contained
below, the parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms have the
following meanings, unless a different meaning is clearly required by the
context:
(a) "Account" means an insurance company separate account sponsored or
administered by us.
(b) "Business Day" means any day that the New York Stock Exchange is open for
trading.
(c) "Confidential Information" includes, but is not limited to: (i) "Nonpublic
Personal Information" as defined in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of
1999 or any successor federal or state statue, and the rules and regulations
thereunder, all as may be amended or supplemented from time to time, (ii)
"Protected Health Information" as such term is defined in the Health Insurance
Portability and Accountability Act of 1996, or any successor federal or state
statute and the rules and regulations thereunder, all as may be amended or
supplemented from time to time; and (iii) "Shareholder Information" as such term
is defined below.
(d) "Contract" means a variable annuity contract, variable life insurance
policy or variable funding agreement issued through and Account.
(e) "Fund Policies" means policies established by the Fund and communicated to
us in writing for the purpose of eliminating or reducing potentially harmful
market timing or frequent trading in shares of the Fund as described in the
Fund's prospectus or statement of additional information as amended from time to
time. This term "Fund" does not include any "excepted funds" as defined in Rule
22c-2(b), 17 C.F.R. 270.22c-2(b).
(f) "Indirect Intermediary" means a "financial intermediary" as defined by Rule
22c-2(c)(5)(iii)(excluding any exempted financial intermediary pursuant to Rule
22c-2(c)(1)(iv)) that
transmits purchase and redemption orders directly to us on behalf of
Shareholders with respect to a Contract invested in a Fund through an Account.
(g) "Promptly" as used in Section 4 shall mean as soon as practicable but in no
event later than 10 business days from our receipt of the request for
information from the Fund or its designee.
(h) "Shareholder" means (1) the holder of interests in a Contract or (2) a
participant in an employee benefit plan with a beneficial interest in a
Contract.
(i) "Shareholder-Initiated Transfer Purchase" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets
within a Contract to a Fund, but does not include transactions that are
executed: (i) automatically pursuant to contractual or systematic programs or
enrollments such as transfers of assets within a Contract to a Fund as a result
of "dollar cost averaging" programs, asset allocation programs and automatic
rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) a step-up
(or comparable benefit) in Contract value (or comparable benefit base) pursuant
to a Contract death benefit or guaranteed minimum withdrawal benefit; or (iv)
allocation of assets to a Fund through a Contract as a result of payments such
as loan repayments, scheduled contributions, or retirement plan salary reduction
contributions, or planned premium payments to the Contract.
(j) "Shareholder-Initiated Transfer Redemption" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets
within a Contract out of a Fund, but does not include transactions that are
executed: (i) automatically pursuant to contractual or systematic programs or
enrollments such as transfers of assets within a Contract out of a Fund as a
result of annuity payouts, loans, systematic withdrawal programs, asset
allocation programs and automatic rebalancing programs; (ii) as a result of any
deduction of charges or fees under a Contract; (iii) within a Contract out of a
Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv)
as a result of the payment of a death benefit from a Contract.
(k) "written" means any communication other than an oral communication
transmitted in paper, electronically or by facsimile.
2. Agreement to Provide Requested Shareholder Information. Effective as of
October 16, 2007, we agree to use our best efforts to provide the following
information to you solely for the purpose of facilitating your compliance with
Rule 22c-2. We agree to provide to you, upon prior written request, the
following information that is on our books and records (collectively,
"Shareholder Information") for all Shareholders that engaged in any purchase,
redemption, transfer or exchange transactions in the Fund shares through an
Account during the period covered by the request, if known:
(a) the taxpayer identification number ("TIN"), Individual/International
Taxpayer Identification Number ("ITIN") or other government issued identifier
("GII");
(b) the individual Contract number or participant account number associated
with the Shareholder;
(c) the amount and date(s) and transaction type (purchase, redemption,
transfer, or exchange); and
(d) any other data mutually agreed upon in writing.
Unless otherwise specifically requested by you, this Paragraph 2 shall be
understood to require us to provide only Shareholder Information relating to
Shareholder-Initiated Transfer Purchases and Shareholder-Initiated Transfer
Redemptions.
All requests must contain the relevant fund account number, CUSIP, and the
specific period for which the information is sought. Requests must be made
through NSCC's standard automated facility or sent to us directly via e-mail at
00x0Xxxxxxxxxx@XxxxxxxxXxxx.xxx, or such other address we may communicate to you
in writing from time to time or via another mutually agreed upon facility.
3. Period Covered by Request and Frequency of Requests. Requests to provide
Shareholder Information shall set forth the specific period for which it is
sought, not to exceed 180 calendar days from the date of the request for which
Shareholder Information is sought. You shall not request Shareholder Information
no more frequently then quarterly or older than 180 calendar days from the date
of the request, except as you deem reasonably necessary to investigate
compliance with Fund Policies.
4. Form and Timing of Response; Procedures Regarding Indirect Intermediaries.
(a) We agree to provide the requested Shareholder Information that is on our
books and records to you promptly, but in any event not later than 10 Business
Days after receipt of a good order request given in accordance with Paragraph 2
above, which shall contain the fund account number CUSIP and the specific period
for which the information is sought. If you so request, we agree to use best
efforts to promptly determine whether any specific person, identified by you
from the requested Shareholder Information, is itself an Indirect Intermediary.
Upon your further request, which must be given in accordance with Paragraph 2
above, we agree to use best efforts either to promptly: (i) provide (or arrange
to have provided) the requested Shareholder Information from the Indirect
Intermediary; or (ii) if the Indirect Intermediary refuses to provide the
requested Shareholder Information and you so direct us in writing, restrict or
prohibit further purchases or exchanges of Fund shares by such Indirect
Intermediary through the Account. We agree to inform you whether we plan to
perform (i) or (ii).
(b) Responses required by this paragraph must be communicated in writing and in
a format mutually agreed upon by the parties.
(c) To the extent reasonably practicable, the format for any Shareholder
Information provided to you will be consistent with the NSCC Standardized Data
Reporting Format.
5. Limitation on Use of Information. You agree that you shall not use any
Confidential Information received pursuant to this Agreement for any purpose
other than to comply with Rule 22c-2. You and your affiliates shall observe
applicable state and federal privacy laws, rules and regulations with respect to
Confidential Information. Neither you nor any of your affiliates or subsidiaries
may use any information provided pursuant to this Agreement for marketing or
solicitation purposes.
6. Agreement to Restrict Trading. We agree to execute reasonable, clear and
unequivocal written instructions from you given on behalf of the Fund to
restrict or prohibit further purchases or exchanges of Fund shares by a
Shareholder that has been identified by you as having engaged in transactions of
the Fund's shares (directly or indirectly through an Account) that violate Fund
Policies. Unless you specifically direct us otherwise, such restrictions and
prohibitions shall apply only to Shareholder-Initiated Transfer Purchases and
Shareholder-Initiated Transfer Redemptions. We will execute such restrictions
with respect to the Shareholder, but only for the Contract through which such
transactions in the Fund's shares occurred. We will not impose any restriction,
and nothing in this Agreement shall require that we impose any restriction, on a
Shareholder based on any transactions other than transactions in the Fund's
shares through an Account. Instructions must be received by us via email at the
following address: 00x0Xxxxxxxxxx@XxxxxxxXxxx.xxx, or such other address that we
may communicate to you in
writing from time to time. Other correspondence may be sent to us at the
following address, or such other address that we may communicate to you in
writing from time to time:
The Hartford 22c-2 Operations Team, B3W
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax: 000.000.0000.
7. Form of Instructions. Instructions given in accordance with Paragraph 6
shall be given to us via e-mail in a mutually agreed upon file format. The
instructions in the file must include:
(a) the fund account number;
(b) the Shareholder's TIN, ITIN or GII, if known;
(c) the specific individual Contract owner number or participant account number
(if known) associated with the Shareholder;
(d) the specific restriction(s) to be executed with respect to such
Shareholder, including how long such restriction(s) are to remain in place; and
If the TIN is not known, the instructions must include an equivalent identifying
number of the Shareholder(s) or account(s) or other agreed upon information to
which the instruction relates.
8. Timing of Response. We agree to execute instructions given in accordance
with Paragraphs 6 and 7 promptly, but in any event not later than 5 Business
Days after receipt of such instructions. We will provide written confirmation to
you or your designee as soon as reasonably practicable that instructions have
been executed, but not later than 10 business days after the instructions have
been executed.
9. Construction of the Agreement; Fund Participation Agreements. The parties
have entered into one or more Fund Participation Agreements between or among
them for the purchase and redemption of shares of the Funds by the Accounts in
connection with the Contracts. This Agreement supplements those Fund
Participation Agreements. To the extent the terms of this Agreement conflict
with the terms of a Fund Participation Agreement, the terms of this Agreement
shall control.
10. Termination. This Agreement will terminate upon the termination of the Fund
Participation Agreements, provided, however, that you may prohibit further
purchases of Fund shares by Shareholders if we continue to maintain accounts in
a Fund following the termination of this Agreement.
11. Amendment. This Agreement may be modified or amended, and the terms of this
Agreement may be waived, only by a writing signed by the parties.
12. Binding Effect. This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns.
13. Force Majuere. Neither you nor we shall be liable for damages resulting
from delayed or defective performance when such delays arise out of causes
beyond our or your control and without your or our fault or negligence and which
could not have been reasonably prevented by either of us through back-up systems
and other business continuation and disaster recovery procedures commonly
employed
by other financial institutions that meet reasonable commercial standards in the
investment company industry. Such causes may include, but are not restricted to,
Acts of God or of the public enemy, terrorism, acts of the State in its
sovereign capacity, fires, floods, earthquakes, power failure, disabling
strikes, epidemics, quarantine restrictions, and freight embargoes.
14. Counterparts. This Agreement may be executed in one or more counterparts
each of which, when taken together, shall constitute a single instrument.
15. Construction. The parties mutually acknowledge that this Agreement
represents the collective drafting efforts of each party and therefore any
ambiguity shall not be interpreted against the interests of any party.
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
FOR AND ON BEHALF OF ITSELF AND THE ACCOUNTS
By:
Name: Xxxxx Xxxxx
Title: Executive Vice President,
Employer Markets
Date: 2-26-09
JPMORGAN DISTRIBUTION SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Date: 3/6/09
MUTUAL FUND SALES AGREEMENT ADDENDUM
This Addendum to the Retail Fund Participation Agreement (the "Agreement"), is
entered into between the Company and JPMDS with respect to the Portfolios listed
on Schedule A of the Agreement for whose Shares JPMDS serves as Distributor and
for whom JPMDS provides distribution services. This Addendum supplements and is
part of the Agreement. Except that Article VI of this Addendum takes the place
of Article IX of the Agreement and applies to this Addendum instead of Article
IX of the Agreement. All Capitalized terms used in this Addendum and not
otherwise defined herein have the definitions assigned to them in the Agreement.
ARTICLE I Representations and Warranties
In addition to its representations and warranties contained in the Agreement
Company represents and warrants to JPMDS:
(i) that it is an insurance company exempt from registration as a broker or
dealer;
(b) it is eligible to receive the distribution fees under distribution plans
adopted by the Funds pursuant to Rule 12b-1 under the Investment Company Act
("Rule 12b-1 Fees"); and
(c) it has the requisite authority to enter into and perform its
responsibilities under this Addendum.
ARTICLE II Distribution Services and Fees.
2.1 1JPMDS hereby appoints Company to furnish sales and marketing services to
Contract Owners who invest in and own Shares that pay a distribution fee under
distribution plans adopted by the Portfolios pursuant to Rule 12b-1 under the
Investment Company Act ("Rule 12b-1 Fees"). Company hereby agrees to provide
such services which may include marketing and distributing sales literature and
advertising materials.
2.2. During the term of this Agreement, JPMDS will pay Company Rule 12b-1 Fees
as set forth in the Prospectus. JPMDS may, in its sole discretion, reduce the
amount of, or eliminate entirely, Rule 12b-1 Fee payments. In addition, Rule
12b-1 Fees may be reduced or eliminated at any time if the distribution plans
under which the fees are paid are materially amended or terminated either by the
Board of the Funds or by vote of a majority of the outstanding Shares. JPMDS
reserves the right not to pay Rule 12b-1 Fees to Company if Company's 12b-1 Fee
payments for a given month are deemed to be de minimis. JPMDS currently adheres
to a $25.00 de minimis threshold, but reserves the right to change that
threshold from time to time.
For the payment period in which this Addendum becomes effective or terminates,
there shall be an appropriate pro-ration of Rule 12b-1 Fee payment on the basis
of the number of days that this Addendum is in effect during the period.
Article III Effective Date, Amendment and Termination.
3.1 This Addendum shall become effective as of the date executed by JPMDS or as
of the first date thereafter upon which Company executes any transaction,
performs any service, or receives any payment pursuant hereto.
3.2 This Addendum shall continue in effect, with respect to Rule 12b-1 Fees
payable by each Portfolio, until the October 31st following the date of its
execution, and thereafter for successive periods of one year if the form of this
agreement is approved at least annually by the Board of the Funds, including a
majority of the members of the Board of the Funds who are not interested persons
of the Funds cast in person at a meeting called for that purpose.
3.3 This Addendum may be amended by JPMDS from time to time by the following
procedure. JPMDS will mail a copy of the amendment to Company's address, as
shown below. If Company does not object to the amendment within thirty (30) days
after its receipt, the amendment will become part of the Addendum. Company's
objection must be in writing and be received by JPMDS within such thirty days.
3.4 Notwithstanding the foregoing, this Addendum may be terminated as follows:
(i) at any time, without the payment of any penalty, by the vote of a
majority of the members of the Board of the Funds who are not
interested persons of the Funds or by a vote of a majority of the
outstanding voting Shares as defined in the Investment Company Act
on not more than sixty (60) days' written notice to the parties to
this Addendum;
(ii) automatically in the event of the Agreement or the Addendum's
assignment as defined in the Investment Company Act, upon the
termination of the Agreement, or the Distribution Agreement between
the Funds and JPMDS, or upon the termination of the applicable
distribution plan(s); and
(iii) by any party to this Agreement without cause by giving the other
party at least sixty (60) days' written notice.
3.5 The termination of this Addendum with respect to any one Fund will not
cause the Addendum's termination with respect to any other Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Addendum to be
executed in its name and behalf by its duly authorized representative.
HARTFORD LIFE INSURANCE COMPANY
By:
Name: Xxxxx Xxxxx
Title: Executive Vice President,
Employer Markets
Date: 2-26-09
JPMorgan Distribution Services Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Date: 3/6/09
AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT AND
MUTUAL FUND SALES AGREEMENT ADDENDUM
THIS AMENDMENT is made and entered into as of the 14 day of August, 2009 between
Hartford Life Insurance Company ("Hartford"), and the investment companies
executing this Amendment (each a "Fund" and collectively the "Funds"), on behalf
of themselves and each of their series or classes of shares solely with respect
to this Agreement, JPMorgan Investment Advisors Inc., X.X. Xxxxxx Investment
Management Inc. and Security Capital Research & Management Incorporated, each an
investment adviser to a Fund or Funds ("Advisors") and JPMorgan Distribution
Service, Inc., a broker dealer organized under the laws of Delaware that is the
distributor of shares of the Fund ("JPMDS") as party to the Agreement and the
Addendum to the Agreement.
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds,
NOW, THEREFORE, the parties agree as follows:
1. JPMorgan Distribution Services, Inc. ("JPMDS") is added as party to the
Agreement in its capacity as Shareholder Service Agent to the Funds and hereby
retains the Company to provide some or all of the shareholder services listed on
Schedule B to Contract Owners.
2. The following is added to Schedule B of the Agreement
"SHAREHOLDER SERVICES
The Company hereby agrees to provide some or all of the following shareholder
services to Contract Owners: (i) assisting in establishing and maintaining
accounts that reflect Fund ownership and transactions; (ii) answering Contract
Owner inquiries (through electronic and other means) regarding Fund status and
history, Share prices, dividend amounts and payment dates, and the manner in
which purchases and redemptions of Shares may be effected; (iii) providing
Contract Owners with information through electronic means; (iv) assisting
Contract Owners in completing necessary forms, designating and changing dividend
options, account designations and addresses; (v) facilitating the settlement
with the Funds of Contract Owners' Share transactions in accordance with the
Funds' Prospectus and this Agreement; (vi) verifying Contract Owners requests
for changes to account information; (vii) handling correspondence from Contract
Owners about their accounts; and (viii) providing such other shareholder
services as JPMDS or a Contract Owner may reasonably request. "
3. The following is added to Schedule C of the Agreement:
"JPMDS will pay Hartford a shareholder servicing fee at an annual rate of 0.25%
of the average daily net assets for Reserve Shares of the JPMorgan Prime Money
Market Fund and 0.30% on Cash Management Shares of the JPMorgan Prime Money
Market Fund.
If JPMDS is waiving its shareholder servicing fee from a Fund to manage the
Fund's expenses in extraordinary market conditions, JPMDS may, in its sole
discretion and upon notice to Hartford, reduce the amount of, or eliminate
entirely, the service fee payable to
1
Hartford with respect to such Fund. If JPMDS reduces the service fee payable to
Hartford, it will pay Hartford, a fee at a blended rate that reflects the
average reduction in the fee rate applicable to the shareholder service fee paid
by the Fund to JPMDS for the month."
4. Schedule A shall he replaced by the attached Schedule A
This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
Except to the extent modified by this Amendment, the remaining provisions of the
Agreement shall remain in full force and effect. In the event of a conflict
between the provisions of the Agreement and those of this Amendment, this
Amendment shall control.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
2
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
Date: 8/14/09
JPMORGAN TRUST I,
JPMORGAN TRUST II,
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.,
X.X. XXXXXX MUTUAL FUND GROUP,
X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST,
UNDISCOVERED MANAGERS FUNDS
By: /s/ Xxxxxxx X. House
--------------------------------
Name: Xxxxxxx X. House
Title: Assistant Treasurer
Date: 8/6/09
JPMORGAN VALUE OPPORTUNITIES FUND
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Authorized Signer
Date: 8/7/09
JPMORGAN INVESTMENT ADVISORS INC.
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: Treasurer & Chief Financial
Officer
Date: 8/6/09
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxx X Xxxxxx
--------------------------------
Name: Xxxx X Xxxxxx
Title: Managing Director
Date: 8/5/09
SECURITY CAPITAL RESEARCH & MANAGEMENT INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Secretary
Date: 8/11/09
JPMORGAN DISTRIBUTION SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Date: 8/10/09
SCHEDULE A
SEPARATE ACCOUNTS
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.
Funds: A, Select, R2, Institutional and R5 Shares of the variable NAV funds of
the Trusts listed below, excluding those Funds that carry a redemption fee:
JPMORGAN TRUST I
JPMORGAN TRUST II,
X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc.
X.X. Xxxxxx Mutual Fund Group
X.X. Xxxxxx Mutual Fund Investment Trust
UNDISCOVERED MANAGERS FUNDS
JPMORGAN VALUE OPPORTUNITIES FUND INC.
As of July 17, 2009, the following Funds were series of the above mentioned
Trusts:
JPMORGAN FUNDS (EXCLUDING SHORT-TERM AND INDEX FUNDS AND SHARES OF THE PRIME
MONEY MARKET FUND -- IN SEPARATE LISTS BELOW)
# JPM FUND NAME SHARE CUSIP TICKER
----------------------------------------------------------------------------------------------------------------
1009 Highbridge Statistical Market Neutral Fund A 0000X0000 HSKAX
1011 Highbridge Statistical Market Neutral Fund Select 0000X0000 HSKSX
3717 JPMorgan Core Bond Fund A 0000X0000 PGBOX
3720 JPMorgan Core Bond Fund Select 0000X0000 WOBDX
0000 XXXxxxxx Xxxx Xxxx Xxxx X0 0000X0000 JCBRX
0000 XXXxxxxx Xxxx Xxxx Xxxx X0 0000X0000 JCBZX
3152 JPMorgan Core Plus Bond Fund A 0000X0000 ONIAX
3122 JPMorgan Core Plus Bond Fund Select 0000X0000 HLIPX
0000 XXXxxxxx Xxxx Xxxx Xxxx Xxxx X0 0000X0000 JCPZX
1250 JPMorgan Disciplined Equity Fund A 0000X0000 JDEAX
1216 JPMorgan Disciplined Equity Fund Select 0000X0000 JDESX
1304 JPMorgan Disciplined Equity Fund Institutional 0000X0000 JPIEX
1138 JPMorgan Diversified Fund A 0000X0000 JDVAX
# JPM FUND NAME SHARE CUSIP TICKER
----------------------------------------------------------------------------------------------------------------
1285 JPMorgan Diversified Fund Select 0000X0000 JDVSX
1387 JPMorgan Diversified Fund Institutional 0000X0000 JPDVX
710 JPMorgan Dynamic Small Cap Growth Fund A 0000X0000 VSCOX
288 JPMorgan Dynamic Small Cap Growth Fund Select 0000X0000 JDSCX
3158 JPMorgan Equity Income Fund A 0000X0000 OIEIX
3128 JPMorgan Equity Income Fund Select 0000X0000 HLIEX
3256 JPMorgan Government Bond Fund A 0000X0000 OGGAX
3246 JPMorgan Government Bond Fund Select 0000X0000 HLGAX
0000 XXXxxxxx Xxxxxxxxxx Xxxx Xxxx X0 0000X0000 JGBZX
564 JPMorgan Growth Advantage Fund A 00000X000 VHIAX
1567 JPMorgan Growth Advantage Fund Select 0000X0000 JGASX
8 JPMorgan Growth and Income Fund A 0000X0000 VGRIX
366 JPMorgan Growth and Income Fund Select 0000X0000 VGIIX
3837 JPMorgan International Realty Fund A 0000X0000 JIRAX
0000 XXXxxxxx Xxxxxxxxxxxxx Xxxxxx Xxxx X0 0000X0000 JILRX
3840 JPMorgan International Realty Fund Select 0000X0000 JIRSX
0000 XXXxxxxx Xxxxxxxx Xxxxxxx Fund A 0000X0000 JIAAX
0000 XXXxxxxx Xxxxxxxx Xxxxxxx Fund Select 0000X0000 JPIAX
3926 XXXxxxxx Xxxxxxxx Xxxxxxx Xxxx X0 0000X0000 JIARX
1030 XXXxxxxx Xxxxxxxx Xxxxxxx Xxxx X0 0000X0000 JIAZX
3928 JPMorgan Intrepid Growth Fund A 0000X0000 JIGAX
0000 XXXxxxxx Xxxxxxxx Xxxxxx Xxxx X0 0000X0000 JGIRX
1202 JPMorgan Intrepid Growth Fund Select 0000X0000 JPGSX
0000 XXXxxxxx Xxxxxxxx Xxxxxx Xxxx X0 0000X0000 JIGZX
3701 JPMorgan Intrepid Mid Cap Fund A 0000X0000 PECAX
3704 JPMorgan Intrepid Mid Cap Fund Select 0000X0000 WOOPX
3931 JPMorgan Intrepid Multi Cap Fund A 0000X0000 JICAX
1176 JPMorgan Intrepid Multi Cap Fund Select 0000X0000 JIISX
1316 JPMorgan Intrepid Plus Fund Select 0000X0000 JILSX
1314 JPMorgan Intrepid Plus Fund A 0000X0000 JPSAX
3934 JPMorgan Intrepid Value Fund A 0000X0000 JIVAX
1436 JPMorgan Intrepid Value Fund R5 0000X0000 JIVRX
1136 JPMorgan Intrepid Value Fund Select 0000X0000 JPIVX
0000 XXXxxxxx Xxxxxxxx Xxxxx Xxxx X0 0000X0000 JIVZX
3557 JPMorgan Investor Balanced Fund A 0000X0000 OGIAX
3559 JPMorgan Investor Balanced Fund Select 0000X0000 OIBFX
3560 JPMorgan Investor Conservative Growth Fund A 0000X0000 OICAX
3562 JPMorgan Investor Conservative Growth Fund Select 0000X0000 ONCFX
3554 JPMorgan Investor Growth & Income Fund A 0000X0000 ONGIX
3556 JPMorgan Investor Growth & Income Fund Select 0000X0000 ONGFX
3551 JPMorgan Investor Growth Fund A 0000X0000 ONGAX
3553 JPMorgan Investor Growth Fund Select 0000X0000 ONIFX
3148 JPMorgan Large Cap Growth Fund A 0000X0000 OLGAX
3118 JPMorgan Large Cap Growth Fund Select 0000X0000 SEEGX
0000 XXXxxxxx Xxxxx Xxx Xxxxxx Xxxx X0 0000X0000 JLGZX
3160 JPMorgan Large Cap Value Fund A 0000X0000 OLVAX
3130 JPMorgan Large Cap Value Fund Select 0000X0000 HLQVX
0000 XXXxxxxx Xxxxx Xxx Xxxxx Xxxx X0 0000X0000 JLVRX
0000 XXXxxxxx Xxxxx Xxx Xxxxx Xxxx X0 0000X0000 JLVZX
689 JPMorgan Mid Cap Equity Fund Select 0000X0000 VSNGX
3150 JPMorgan Mid Cap Growth Fund A 0000X0000 OSGIX
# JPM FUND NAME SHARE CUSIP TICKER
----------------------------------------------------------------------------------------------------------------
3120 JPMorgan Mid Cap Xxxxxx Xxxx Xxxxxx 0000X0000 XXXXX
3149 JPMorgan Mid Cap Growth Fund A 0000X0000 OGDIX
3119 JPMorgan Mid Cap Growth Fund Select 0000X0000 HLDEX
861 JPMorgan Mid Cap Value Fund A 339128308 JAMCX
1100 JPMorgan Mid Cap Value Fund Select 339183105 JMVSX
758 JPMorgan Mid Cap Value Fund Institutional 339128100 FLMVX
4009 JPMorgan Mid Cap Value Fund R2 339128100 JMVZX
1272 JPMorgan Mortgage-Backed Securities Fund A 0000X0000 OMBAX
1273 JPMorgan Mortgage-Backed Securities Fund Select 0000X0000 OMBIX
2020 JPMorgan Multi-Cap Market Neutral Fund A 0000X0000 OGNAX
2023 JPMorgan Multi-Cap Market Neutral Fund Select 0000X0000 OGNIX
1998 JPMorgan Real Return Fund A 0000X0000 RRNAX
1997 JPMorgan Real Return Fund Institutional 0000X0000 RRNNX
1996 JPMorgan Real Return Fund Select 0000X0000 RRNSX
1373 JPMorgan Realty Income Fund A 904504560 URTAX
1372 JPMorgan Realty Income Fund Institutional 904504503 URTLX
1380 JPMorgan Realty Income Fund R5 904504511 JRIRX
690 JPMorgan Small Cap Core Fund Select 0000X0000 VSSCX
361 JPMorgan Small Cap Equity Fund A 0000X0000 VSEAX
0000 XXXxxxxx Xxxxx Xxx Xxxxxx Xxxx X0 0000X0000 JSEZX
3352 JPMorgan Small Cap Growth Fund A 0000X0000 PGSGX
3136 JPMorgan Small Cap Growth Fund Select 0000X0000 OGGFX
3907 JPMorgan Small Cap Growth Fund Institutional 0000X0000 JISGX
1036 JPMorgan Small Cap Growth Fund R2 0000X0000 JSGZX
3709 JPMorgan Small Cap Value Fund A 0000X0000 PSOAX
3712 JPMorgan Small Cap Value Fund Select 0000X0000 PSOPX
3609 JPMorgan Small Cap Value Fund R5 0000X0000 JSVRX
0000 XXXxxxxx Xxxxx Xxx Xxxxx Xxxx X0 0000X0000 JSVZX
2212 JPMorgan SmartRetirement 2010 Fund Select 0000X0000 JSWSX
2210 JPMorgan SmartRetirement 2010 Fund A 0000X0000 JSWAX
2213 JPMorgan SmartRetirement 2010 Fund Institutional 0000X0000 JSWIX
1048 JPMorgan SmartRetirement 2010 Fund R2 4812A4137 JSWZX
2217 JPMorgan SmartRetirement 2015 Fund Select 0000X0000 JSFSX
2215 JPMorgan SmartRetirement 2015 Fund A 0000X0000 JSFAX
2218 JPMorgan SmartRetirement 2015 Fund Institutional 0000X0000 JSFIX
4000 JPMorgan SmartRetirement 2015 Fund R2 0000X0000 JSFZX
2222 JPMorgan SmartRetirement 2020 Fund Select 0000X0000 JTTSX
2220 JPMorgan SmartRetirement 2020 Fund A 0000X0000 JTTAX
2223 JPMorgan SmartRetirement 2020 Fund Institutional 0000X0000 JTTIX
4001 JPMorgan SmartRetirement 2020 Fund R2 0000X0000 JTTZX
2227 JPMorgan SmartRetirement 2025 Fund Select 0000X0000 JNSSX
2225 JPMorgan SmartRetirement 2025 Fund A 0000X0000 JNSAX
2228 JPMorgan SmartRetirement 2025 Fund Institutional 0000X0000 JNSIX
4002 JPMorgan SmartRetirement 2025 Fund R2 0000X0000 JNSZX
2232 JPMorgan SmartRetirement 2030 Fund Select 0000X0000 JSMSX
2230 JPMorgan SmartRetirement 2030 Fund A 0000X0000 JSMAX
2233 JPMorgan SmartRetirement 2030 Fund Institutional 0000X0000 JSMIX
4003 JPMorgan SmartRetirement 2030 Fund R2 0000X0000 JSMZX
2237 JPMorgan SmartRetirement 2035 Fund Select 0000X0000 SRJSX
2235 JPMorgan SmartRetirement 2035 Fund A 0000X0000 SRJAX
2238 JPMorgan SmartRetirement 2035 Fund Institutional 0000X0000 SRJIX
# JPM FUND NAME SHARE CUSIP TICKER
----------------------------------------------------------------------------------------------------------------
4004 JPMorgan SmartRetirement 2035 Fund R2 0000X0000 SRJZX
2242 JPMorgan SmartRetirement 2040 Fund Select 0000X0000 SMTSX
2240 JPMorgan SmartRetirement 2040 Fund A 0000X0000 SMTAX
2243 JPMorgan SmartRetirement 2040 Fund Institutional 0000X0000 SMTIX
4005 JPMorgan SmartRetirement 2040 Fund R2 0000X0000 SMTZX
2247 JPMorgan SmartRetirement 2045 Fund Select 0000X0000 JSASX
2245 JPMorgan SmartRetirement 2045 Fund A 0000X0000 JSAAX
2248 JPMorgan SmartRetirement 2045 Fund Institutional 0000X0000 JSAIX
4006 JPMorgan SmartRetirement 2045 Fund R2 0000X0000 JSAZX
2252 JPMorgan SmartRetirement 2050 Fund Select 0000X0000 JTSSX
2250 JPMorgan SmartRetirement 2050 Fund A 0000X0000 JTSAX
2253 JPMorgan SmartRetirement 2050 Fund Institutional 0000X0000 JTSIX
4007 JPMorgan SmartRetirement 2050 Fund R2 00000X000 TSZX
2202 JPMorgan SmartRetirement Income Fund Select 0000X0000 JSRSX
2200 JPMorgan SmartRetirement Income Fund A 0000X0000 JSRAX
2203 JPMorgan SmartRetirement Income Fund Institutional 0000X0000 JSIIX
1047 JPMorgan SmartRetirement Income Fund R2 0000X0000 JSIZX
1110 JPMorgan Strategic Income Fund A 0000X0000 JSIAX
1200 JPMorgan Strategic Income Fund Select 0000X0000 JSISX
1308 JPMorgan Strategic Income Fund Institutional 0000X0000 JPIGX
1322 JPMorgan Strategic Small Cap Value Fund R5 0000X0000 JPMRX
1319 JPMorgan Strategic Small Cap Value Fund Select 0000X0000 JPMSX
1317 JPMorgan Strategic Small Cap Value Fund A 0000X0000 JPMAX
3563 JPMorgan Treasury & Agency Fund A 0000X0000 OTABX
3565 JPMorgan Treasury & Agency Fund Select 0000X0000 OGTFX
0000 XXXxxxxx X.X. Equity Fund A 0000X0000 JUEAX
0000 XXXxxxxx X.X. Equity Fund Select 4612A1159 JUESX
0000 XXXxxxxx X.X. Equity Fund Institutional 0000X0000 JMUEX
0000 XXXxxxxx X.X. Xxxxxx Xxxx X0 0000X0000 JUSRX
0000 XXXxxxxx X.X. Xxxxxx Xxxx X0 0000X0000 JUEZX
1000 JPMorgan U.S. Large Cap Core Plus Fund A 0000X0000 JLCAX
1002 JPMorgan U.S. Large Cap Core Plus Fund Select 0000X0000 JLPSX
2000 JPMorgan U.S. Large Cap Core Plus Fund R5 0000X0000 JCPRX
0000 XXXxxxxx X.X. Xxxxx Xxx Xxxx Xxxx Xxxx X0 0000X0000 JLPZX
3034 JPMorgan U.S. Real Estate Fund A 0000X0000 SUSIX
3037 JPMorgan U.S. Real Estate Fund Select 0000X0000 SUIEX
0000 XXXxxxxx X.X. Xxxx Xxxxxx Xxxx X0 0000X0000 JURRX
0000 XXXxxxxx X.X. Xxxx Xxxxxx Xxxx X0 0000X0000 JREZX
0000 XXXxxxxx X.X. Small Company Fund A 0000X0000 JTUAX
1298 JPMorgan U.S. Small Company Fund Select 0000X0000 JSCSX
1384 JPMorgan U.S. Small Company Fund Institutional 0000X0000 JUSSX
1396 JPMorgan Value Advantage Fund A 0000X0000 JVAAX
1400 JPMorgan Value Advantage Fund Institutional 0000X0000 JVAIX
1399 JPMorgan Value Advantage Fund Select 0000X0000 JVASX
230 JPMorgan Value Opportunities Fund A 00000X000 JVOAX
1370 JPMorgan Value Opportunities Fund Institutional 00000X000 JVOIX
1175 Undiscovered Managers Behavioral Growth Fund A 904504610 UBGAX
1366 Undiscovered Managers Behavioral Growth Fund Institutional 904504206 UBRLX
1390 Undiscovered Managers Behavioral Value Fund A 904504586 UBVAX
1368 Undiscovered Managers Behavioral Value Fund Institutional 904504842 UBVLX
1783 Undiscovered Managers Small Cap Growth Fund A 904504636 USRAX
# JPM FUND NAME SHARE CUSIP TICKER
----------------------------------------------------------------------------------------------------------------
1369 Undiscovered Managers Small Cap Growth Fund Institutional 904504677 USRLX
JPMORGAN SHORT TERM AND INDEX FUNDS
# FUND NAME SHARE CUSIP TICKER
----------------------------------------------------------------------------------------------------------------
1307 JPMorgan Enhanced Income Fund Institutional 0000X0000 JEIFX
3159 JPMorgan Equity Index Fund A 0000X0000 OGEAX
3129 JPMorgan Equity Index Fund Select 0000X0000 HLEIX
3705 JPMorgan Market Expansion Index Fund A 0000X0000 OMEAX
3708 JPMorgan Market Expansion Index Fund Select 0000X0000 PGMIX
0000 XXXxxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxx X0 0000X0000 JMEZX
3153 JPMorgan Short Duration Bond Fund A 0000X0000 OGLVX
3133 JPMorgan Short Duration Bond Fund Select 0000X0000 HLLVX
1104 JPMorgan Short Term Bond Fund A 0000X0000 JSTAX
1234 JPMorgan Short Term Bond Fund Select 0000X0000 JSBSX
1378 JPMorgan Short Term Bond Fund Institutional 0000X0000 JMSBX
674 JPMorgan Short Term Bond Fund II A 928374784 HSTGX
227 JPMorgan Short Term Bond Fund II Select 628263105 TRSBX
3257 JPMorgan Ultra Short Duration Bond Fund A 0000X0000 ONUAX
3247 JPMorgan Ultra Short Duration Bond Fund Select 0000X0000 HLGFX
JPMORGAN MONEY MARKET FUNDS
# FUND NAME SHARE CUSIP TICKER
----------------------------------------------------------------------------------------------------------------
JPMorgan Prime Money Market Reserve 0000X0000 JRVXX
JPMorgan Prime Money Market Cash Management 0000X0000 JCMXX
SECOND AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT AND
MUTUAL FUND SALES AGREEMENT ADDENDUM
THIS AMENDMENT is made and entered into as of the 1st day of January, 2011
between Hartford Life Insurance Company ("Company"), and the investment
companies executing this Amendment (each a "Fund" and collectively the "Funds"),
on behalf of themselves and each of their series or classes of shares solely
with respect to this Agreement, X.X. Xxxxxx Investment Management Inc. and
Security Capital Research & Management Incorporated, each an investment adviser
to a Fund or Funds ("Advisors")and JPMorgan Distribution Service, Inc., a broker
dealer organized under the laws of Delaware that is the distributor of shares of
the Fund ("JPMDS") as party to the Agreement and the Addendum to the Agreement.
WHEREAS, (i) JPMorgan Investment Advisors Inc. ("JPMIA") was a party to the
Agreement as an investment adviser to JPMorgan Trust II; and (ii) effective
January 1, 2010, JPMIA transferred its investment advisory business to X.X.
Xxxxxx Investment Management Inc.("JPMIM") pursuant to an internal
reorganization, and in connection therewith JPMIM, JPMIA and JPMorgan Trust II
executed an Amendment to Investment Advisory Agreement under which JPMIM assumed
all of JPMIA's rights and responsibilities as investment adviser to JPMorgan
Trust II.
WHEREAS, the parties desire to amend the Agreement to revise the administrative
service fees on Schedule C and remove JPMIA as party to the Agreement,
NOW, THEREFORE, the parties agree as follows:
1. JPMIA is removed as a party to the Agreement, effective as of January 1,
2010; and
2. Schedule C of the Agreement is deleted in its entirety and replaced with the
following Schedule C:
"SCHEDULE C
ADMINISTRATIVE SERVICES FEES
DISTRIBUTION FEES: 12b-1 FEES WILL BE PAID PER THE PROSPECTUS PURSUANT TO THE
MUTUAL FUND SALES AGREEMENT ADDENDUM ATTACHED HERETO
ADMINISTRATIVE SERVICE FEES:
A AND R2 SHARES: 30bps (up to $16 from Funds, remainder from Advisers).
Carve outs: 25bps for all Fixed Income except for the Short Term Fixed Income
Funds 5bps on Equity Index & Short Term Fixed Inc funds (listed below)
SELECT SHARES: 25bps (up to $16 from Funds, remainder from Advisers).
Carve out: 5bps on Equity Index & Short Term Fixed Inc funds (listed below)
INST'I SHARES: 10bps (up to $16 from Funds, remainder from Advisers).
Carve out: 0 bps on Equity Index & Short Term Fixed Inc funds (listed below)
0bps on Institutional Shares of MMKT Funds.
1
R5 CLASS SHARES: 10bps (up to $16 from Funds, remainder from Advisers)
Carve out: 0 bps on Equity Index & Short Term Fixed Inc funds (listed below)
R6 CLASS SHARES: 0bps
In consideration of performance of the administrative services provided by the
Company hereunder, each variable NAV Portfolio agrees to pay the Company an
annual fee of 0.30% of the average daily net asset value of the A AND R2 SHARES
of such Portfolio beneficially owned by Separate Accounts other than Shares
owned for the Company's own account and except the Fixed Income Funds, Short
Term Fixed Income Funds and Equity Index Funds defined below. The Portfolios
shall pay this fee to the Company up to a maximum of $16.00 per Contract Owner
per year. Any remainder of the fee over $16.00 per Contract Owner per year shall
be paid by the Advisors' to the Funds(s) issuing the Shares out of the Advisor's
or Advisors' legitimate profits.
In consideration of performance of the administrative services by the Company
hereunder, each variable NAV Portfolio agrees to pay the Company 0.25% of the
average daily net asset value of the A and R2 Shares of the Fixed Income Funds;
0.05% of the average daily net asset value of the A and R2 Shares of the Short
Term Fixed Income Funds and 0.05% of the average daily net asset value of the A
and R2 Shares of the Equity Index Funds. The Portfolios shall pay this fee to
the Company up to a maximum of $16.00 per Contract Owner per year. Any remainder
of the fee over $16.00 per Contract Owner per year shall be paid by the
Advisors' to the Funds(s) issuing the Shares out of the Advisor's or Advisors'
legitimate profits.
In consideration of performance of the administrative services provided by the
Company hereunder, each variable NAV Portfolio agrees to pay the Company 0.25%
of the average daily net asset value of the SELECT SHARES of such Portfolio
beneficially owned by Separate Accounts; except the Short Term Fixed Income
Funds and Equity Index Funds defined below. The Portfolios shall pay this fee to
the Company up to a maximum of $16.00 per Contract Owner per year. Any remainder
of the fee over $16.00 per Contract Owner per year shall be paid by the
Advisors' to the Funds(s) issuing the Shares out of the Advisor's or Advisors'
legitimate profits.
In consideration of performance of the administrative services provided by the
Company hereunder, each variable NAV Portfolio agrees to pay the Company 0.05%
of the average daily net asset value of the Select Shares of the Short Term
Fixed Income Funds and Equity Index Funds defined below. The Portfolios shall
pay this fee to the Company up to a maximum of $16.00 per Participant Account
per year. Any remainder of the fee over $16.00 per Contract Owner per year shall
be paid by the Advisors' to the Funds(s) issuing the Shares out of the Advisor's
or Advisors' legitimate profits.
In consideration of performance of the administrative services provided by the
Company hereunder, each variable NAV Portfolio agrees to pay the Company 0.10%
of the average daily net asset value of the INSTITUTIONAL AND R5 SHARES of the
of such Portfolio beneficially owned by Separate Accounts; except the Short Term
Fixed Income Funds and Equity Index Funds defined below. The Portfolios shall
pay this fee to the Company up to a maximum of $16.00 per Contract Owner per
year. Any remainder of the fee over $16.00 per Contract Owner per year shall be
paid by the Advisors' to the Funds(s) issuing the Shares out of the Advisor's or
Advisors' legitimate profits. No compensation shall be paid on Institutional
Shares and R5 Shares of the Short Term Fixed Income Funds and Equity Index
Funds. No compensation shall be paid on R6 SHARES of the Funds.
2
SHAREHOLDER SERVICE FEES:
XXXXXX AND RESERVE MONEY MARKET SHARES: 25bps on JPMorgan Prime Money Market
Fund
CASH MANAGEMENT MONEY MARKET SHARES: 30bps on JPMorgan Prime Money Market Fund
JPMDS will pay Hartford a shareholder servicing fee at an annual rate of 0.25%
of the average daily net assets for the Xxxxxx and Reserve Shares of the
JPMorgan Prime Money Market Fund and 0.30% on Cash Management Shares of the
JPMorgan Prime Money Market Fund.
If JPMDS is waiving its shareholder servicing fee from a Fund to manage the
Fund's expenses in extraordinary market conditions, JPMDS may, in its sole
discretion and upon notice to Hartford, reduce the amount of, or eliminate
entirely, the service fee payable to Hartford with respect to such Fund. If
JPMDS reduces the service fee payable to Hartford, it will pay Hartford, a fee
at a blended rate that reflects the average reduction in the fee rate applicable
to the shareholder service fee paid by the Fund to JPMDS for the month."
FIXED INCOME FUNDS
JPMorgan Arizona Municipal Bond Fund
JPMorgan California Tax Free Bond Fund
JPMorgan Core Bond Fund
JPMorgan Core Plus Bond Fund
JPMorgan Emerging Markets Debt Fund
JPMorgan Government Bond Fund
JPMorgan High Yield Fund
JPMorgan Inflation Managed Bond Fund
JPMorgan Intermediate Tax Free Bond Fund
JPMorgan International Currency Income Fund
JPMorgan Limited Duration Bond Fund
JPMorgan Managed Income Fund
JPMorgan Market Expansion Index Fund
JPMorgan Michigan Municipal Bond Fund
JPMorgan Municipal Income Fund
JPMorgan New York Tax Free Bond Fund
JPMorgan Ohio Municipal Bond Fund
JPMorgan Real Return Fund
JPMorgan Short-Intermediate Municipal Bond Fund
JPMorgan Strategic Income Opportunities Fund
JPMorgan Tax Aware High Income Fund
JPMorgan Tax Aware Real Return Fund
JPMorgan Tax Free Bond Fund
JPMorgan Total Return Fund
SHORT TERM FIXED INCOME FUNDS
JPMorgan Short Duration Bond Fund
JPMorgan Short Term Bond Fund
JPMorgan Short Term Bond Fund II
JPMorgan Ultra Short Term Bond Fund
JPMorgan Treasury and Agency Fund
JPMorgan Mortgage Backed Securities Fund
3
EQUITY INDEX FUNDS
JPMorgan Equity Index Fund
JPMorgan International Equity Index Fund
This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
Except to the extent modified by this Amendment, the remaining provisions of the
Agreement shall remain in full force and effect. In the event of a conflict
between the provisions of the Agreement and those of this Amendment, this
Amendment shall control.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
4
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President
Date: 1/7/11
JPMORGAN TRUST I,
JPMORGAN TRUST II,
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.,
X.X. XXXXXX MUTUAL FUND GROUP,
X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST,
UNDISCOVERED MANAGERS FUNDS
By: /s/ Xxxxxxx X. House
------------------------------
Name: Xxxxxxx X. House
Title: Assistant Treasurer
Date: 1/12/11
JPMORGAN VALUE OPPORTUNITIES FUND
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Authorized Signer
Date: 1/14/2011
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxx X Xxxxxx
------------------------------
Name: Xxxx X Xxxxxx
Title: Managing Director
Date:
SECURITY CAPITAL RESEARCH & MANAGEMENT INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Secretary
Date: 1/18/11
JPMORGAN DISTRIBUTION SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Date: 1/20/11
