RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 1st of November, 2004, 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 may be amended from time to time (each such account hereinafter referred to
as a "SEPARATE ACCOUNT"),and MUNDER SERIES TRUST and THE MUNDER FRAMLINGTON
FUNDS TRUST, each an open-end diversified management investment company
organized under the laws of Delaware (hereinafter the "FUNDS"), each on its own
behalf and on behalf of each separate series of the Fund set forth in SCHEDULE A
hereto, as may be amended from time to time.
WITNESSETH:
WHEREAS, beneficial interests in the Funds are divided into several series of
shares, each representing the interest in a particular managed portfolio of
securities and other assets (the "PORTFOLIOS"); and
WHEREAS, each Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (hereinafter the "1940
ACT") and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 ACT"); and
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the "CONTRACTS") in connection with retirement plans
intended to meet the qualification requirements of Sections 401, 403(b) or 457
of the Internal Revenue Code of 1986, as amended (the "CODE"); and
WHEREAS, each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts; and
WHEREAS, Munder Capital Management (the "ADVISER") is the investment adviser of
the Portfolios of the Funds and is duly registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "ADVISERS ACT"), and
any applicable state securities laws; and
WHEREAS, Funds Distributor, Inc. (the "UNDERWRITER") is the principal
underwriter for the Fund and is registered as a broker-dealer with the
Securities and Exchange Commission (hereinafter the "SEC") under the Securities
Exchange Act of 1934, as amended (hereinafter the "1934 ACT"), and is a member
in good standing of the National Association of Securities Dealers, Inc.
(hereinafter "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase Class A and/or Class Y shares in the Portfolios
set forth in SCHEDULE A on behalf of each corresponding Separate Account set
forth on such SCHEDULE A to fund the Contracts and the Underwriter is authorized
to sell such shares at net asset value to investors that are customers of the
Company, which is entering into this Agreement to provide certain shareholder
services to such investors.
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NOW, THEREFORE, in consideration of their mutual promises, the Company and the
Funds agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Funds agree to sell or cause to be sold to the Company those shares of
the Portfolios which the Company orders on behalf of any Separate Account,
executing such orders on a daily basis at the net asset value next computed
after receipt and acceptance by the applicable Fund or its designee of such
order. For purposes of this Section, the Company shall be the designee of the
Funds for receipt of such orders from each Separate Account. Receipt by such
designee shall constitute receipt by the applicable Fund; provided that the Fund
or its transfer agent ("TRANSFER AGENT") receives notice of such order via the
National Securities Clearing Corporation (the "NSCC") by 10:00 a.m. Eastern Time
on the next following Business Day. The Funds or the Transfer Agent will receive
all orders to purchase Portfolio shares using the NSCC's Defined Contribution
Clearance & Settlement ("DCC&S") platform. The Funds or the Transfer Agent will
also provide the Company with account positions and activity data using the
NSCC's Networking platform. The Company shall pay for Portfolio shares by the
scheduled close of federal funds transmissions on the same Business Day it
places an order to purchase Portfolio shares in accordance with this section
using the NSCC's Fund/SERV System. Payment shall be in federal funds transmitted
by wire from the Funds' designated Settling Bank to the NSCC. "BUSINESS DAY"
shall any day on which the New York Stock Exchange is open for trading and on
which the applicable Portfolio calculates it net asset value pursuant to the
rules of the SEC. "NETWORKING" shall mean the NSCC's product that allows Funds
and Companies to exchange account level information electronically. "SETTLING
BANK" shall mean the entity appointed by the Funds to perform such settlement
services on behalf of the Funds 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 Funds for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Funds agree to sell or cause to be sold to the Company those shares of the
Portfolios which the Company orders on behalf of any Separate Account, executing
such orders on a daily basis at the net asset value next computed after receipt
and acceptance by the applicable Fund or its designee of such order. For
purposes of this Section, the Company shall be the designee of the Funds for the
receipt of such orders from the Separate Account and receipt by such designee
shall constitute receipt by the applicable Fund; provided that the applicable
Fund or the Transfer Agent receives notice of such order by 10:00 a.m. Eastern
Time on the next following Business Day. The Company shall pay for Portfolio
shares by the scheduled close of federal funds transmissions on the same
Business Day it places an order to purchase Portfolio shares in accordance with
this section. Payment shall be in federal funds transmitted by wire to the
Funds' designated custodian. "BUSINESS DAY" shall mean any day on which the New
York Stock Exchange is open for trading and on which the applicable Portfolio
calculates its net asset value pursuant to the rules of the SEC.
1.2 The Funds agree to make shares of the Portfolios available indefinitely for
purchase at the applicable net asset value per share by the Company on Business
Days; provided, however, that the Board of Trustees or Directors, as applicable,
of the Funds (hereinafter the "TRUSTEES/DIRECTORS") may refuse to sell shares of
any Portfolio to any person, or suspend or terminate the offering of shares of
any Portfolio if such action is required by law or by regulatory authorities
having jurisdiction or is, in the sole discretion of the Trustees/Directors,
acting in good faith and in compliance with their fiduciary duties
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under federal and any applicable state laws, necessary in the best interests of
the shareholders of any Portfolio.
1.3 Under normal circumstances, the Funds agree to redeem for cash, upon the
Company's request, any full or fractional shares of a Portfolio held by the
Company on behalf of a Separate Account, executing such requests on a daily
basis at the net asset value next computed after receipt and acceptance by the
applicable Fund or its designee of the request for redemption. A Portfolio may,
however, pay the redemption price in whole or in part by a distribution in kind
of securities from the Portfolio, in lieu of cash, in conformity with applicable
rules of the SEC. For purposes of this Section, the Company shall be the
designee of the Funds for receipt of requests for redemption from each Separate
Account and receipt by such designee shall constitute receipt by the Funds;
provided the Funds or the Transfer Agent receives notice of such request for
redemption via the NSCC by 10:00 a.m. Eastern Time on the next following
Business Day. The Funds or the Transfer Agent will receive all orders to redeem
Portfolio shares using the NSCC's DCC&S platform. The Funds will also provide or
cause to be provided to the Company account positions and activity data using
the NSCC's Networking platform. Payment for Fund shares redeemed shall be made
in accordance with this section using the NSCC's Fund/SERV System. Payment shall
be in federal funds transmitted by the NSCC to the Separate Account's Settling
Bank as designated by the Company, on the same Business Day the Funds or the
Transfer Agent receives notice of the redemption order from the Company provided
that the Funds or the Transfer Agent receives notice by 10:00 a.m. Eastern Time
on such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Funds for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
Under normal circumstances, the Funds agree to redeem for cash, upon the
Company's request, any full or fractional shares of a Portfolio held by the
Company on behalf of a Separate Account, executing such requests on a daily
basis at the net asset value next computed after receipt and acceptance by the
applicable Fund or its designee of the request for redemption. A Portfolio may,
however, pay the redemption price in whole or in part by a distribution in kind
of securities from the Portfolio, in lieu of cash, in conformity with applicable
rules of the SEC. For purposes of this Section, the Company shall be the
designee of the Funds for receipt of requests for redemption from each Separate
Account and receipt by such designee shall constitute receipt by the Fund;
provided the Funds or the Transfer Agent receives notice of such request for
redemption by 10:00 a.m. Eastern Time on the next following Business Day.
Payment shall be in federal funds transmitted by wire to the Separate Account as
designated by the Company, on the same Business Day the Funds or the Transfer
Agent receives notice of the redemption order from the Company provided that the
Funds or the Transfer Agent receives notice by 10:00 a.m. Eastern Time on such
Business Day.
1.4 The Company will place separate orders to purchase or redeem shares of each
Portfolio.
1.5 Issuance and transfer of the Portfolios' 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 Portfolio shares will be recorded in an
appropriate title for each Separate Account or the appropriate subaccount of
each Separate Account.
1.6 The Funds shall furnish or cause to be furnished prior day and same day
notice to the Company of any income, dividends or capital gain distributions
payable on each Portfolio's shares. The Company hereby elects to receive all
such dividends and distributions as are payable on a Portfolio's
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shares in the form of additional shares of that Portfolio. The Funds shall
notify or cause to be notified 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 Funds.
1.7 The Funds shall make the net asset value per share of each Series available
to the Company on a daily basis as soon as reasonably practical after the close
of trading each Business Day, but in no event later than 6:30 p.m. Eastern time
on such Business Day.
1.8(a) If the Funds or the Transfer Agent 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 Portfolio shares
purchased or redeemed to reflect the correct net asset value per share.
1.8(b) The determination of the materiality of any net asset value pricing
error and its correction shall be based on the SEC's recommended guidelines
regarding these errors. Any material error in the calculation or reporting of
net asset value per share, dividend or capital gain information shall be
reported promptly to the Company upon discovery. The Funds shall indemnify and
hold harmless the Company against any amount the Company is legally required to
pay Contract Owners, participants or beneficiaries that have selected a
Portfolio as an investment option ("Contract owners"), and which amount is due
to the Funds' or their agents' material miscalculation and/or incorrect
reporting of or failure to report the daily net asset value, dividend rate or
capital gains distribution rate. The Company shall submit an invoice to the
Funds for such losses incurred as a result of the above which shall be payable
within sixty (60) days of receipt. Should a material miscalculation by the Funds
or their agents result in a gain to the Company, the Company shall immediately
reimburse the Funds, the applicable Portfolios or their agents for any material
losses incurred by the Funds, the applicable Portfolios or their agents as a
result of the incorrect calculation. Should a material miscalculation by the
Funds or their agents result in a gain to Contract owners, the Company will
consult with the Funds as to what reasonable efforts shall be made to recover
the money and repay the Funds, the applicable Portfolios or their agents. The
Company shall then make such reasonable effort, at the expense of the Funds or
their agents, to recover the money and repay the Funds, the applicable
Portfolios or their agents; but the Company shall not be obligated to take legal
action against Contract owners.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
1.9 Company shall provide the following record keeping services relating to the
Contract owners and Separate Accounts: Company shall (a) record the number of
the Portfolios' shares held by each Separate Account on behalf of each Contract
owner; (b) perform the required sub-accounting necessary to record Contract
owner interests in each Separate Account, which shall include the name, address
and social security number of each such Contract owner, and any other records
required under the Contract; (c) maintain records, in the manner prescribed by
the Contracts.
Company will notify the Transfer Agent if discrepancies arise between the
records Company maintains for the Separate Accounts and the information Transfer
Agent provides to Company. The Transfer Agent and Company will cooperate to
resolve any such discrepancies. In all cases, the Transfer Agent's record will
be determinative of the official records of the Funds with respect to the
Portfolio shares held in the Separate Accounts.
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1.10 Company shall provide the following shareholder services relating to the
Contract owners and Separate Accounts: Company shall (a) investigate all
inquiries from Contract owners relating to the Portfolio shares held in the
Separate Accounts; and (b) Company shall deliver at least quarterly to each
Contract owner a statement that includes transaction detail for the statement
period for each Separate Account that invests in a Portfolio in which units were
purchased or redeemed, and a summary of the number and value of Separate Account
units owned as of the statement date.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or will be
registered unless exempt and that it will make every effort to maintain such
registration under the 1933 Act to the extent required by the 1933 Act; that the
Contracts are intended to be issued and sold in compliance in all material
respects with all applicable federal and state laws. The Company represents and
warrants that the Separate Accounts are permitted by law to invest in the
Portfolios, which are otherwise open to the public for investment. 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.
2.2 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 each Fund is and shall
remain registered under the 1940 Act for as long as the applicable Portfolio
shares are sold; (ii) each Fund shall amend the registration statement for its
Portfolios' shares under the 1933 Act and the 1940 Act from time to time as
required in order to effect the continuous offering of such shares; and (iii)
each Fund shall register and qualify its Portfolios' shares for sales in
accordance with the laws of the various states only if and to the extent deemed
advisable by the Funds.
2.3 The Funds represent that each Portfolio (a) is currently qualified as a
Regulated Investment Company under Subchapter M of the Code; (b) will make every
effort to maintain such qualification (under Subchapter M or any successor or
similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify or
might not so qualify in the future.
2.4 To the extent that the Funds finance distribution expenses pursuant to Rule
12b-1 under the 1940 Act, each Fund represents that its Board of Trustees or
Directors, as applicable, including a majority of its Trustees/Directors who are
not interested persons of the Funds, have formulated and approved a plan under
Rule 12b-1 to finance distribution expenses.
2.5 Neither Fund makes any representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or insurance regulations of the
various states except that the Funds represent that the Portfolios'
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investment policies, fees and expenses are and shall at all times remain in
compliance with the laws of the States of Connecticut and California. The Funds
represent that its operations are and shall at all times remain in material
compliance with the laws of the State of Connecticut to the extent required to
perform this Agreement.
2.6 Company represents and warrants that (a) it will use commercially
reasonable efforts to discourage and monitor patterns of market-timing
activities by Contract Owners in the Portfolios, (b) the fees payable to Company
under this Agreement will be properly disclosed to the Contract Owners in
accordance with applicable law, and (c) any third party designated by Company to
perform any or all of its obligations pursuant to this Agreement will be
required to make comparable representations and warranties made by Company in
this Article II.
2.7 Each Fund represents that it is lawfully organized and validly existing
under the laws of the State of Delaware and that it does and will comply in all
material respects with applicable provisions of the 1940 Act.
2.8 Each Fund represents and warrants that all of its Trustees/Directors,
officers, employees, investment advisers, and other individuals/entities having
access to the funds and/or securities of the Funds are and continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Funds 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.
2.9 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.
2.10 The Funds represent and warrant that the Adviser is and shall remain duly
registered in all material respects under all applicable federal and state
securities laws and that the Adviser shall perform its obligations for the Funds
in compliance in all material respects with the laws of the State of Connecticut
and any applicable state and federal securities laws.
2.11 Company represents and warrants that (a) the execution, delivery and
performance by Company of this Agreement will not violate any provision of
current law, including, without limitation, the Employee Retirement Income
Security Act of 1974 ("ERISA"), the Internal Revenue Code of 1986, as amended
(the "Code"), and federal and state securities laws, or any order, rule or
regulation of any court or governmental or regulatory agency; (b) Company will
not be a "fiduciary" with respect to the provision of services for any
participant in a Plan as such term is defined in Section 3(21) of ERISA and
Section 4975 of the Code; and (c) the receipt of fees by Company pursuant to
this Agreement and the provision of services by it set forth in this Agreement
will not constitute a non-exempt "prohibited transaction" as such term is
defined in Section 406 of ERISA and Section 4975 of the Code.
2.12 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 a Portfolio's shares
pursuant to this Agreement.
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ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Funds shall provide the Company at no charge with as many printed
copies of a Portfolio's current prospectus and statement of additional
information as the Company may reasonably request; provided, however, that
Company shall annually (each September) provide to the Funds an estimate of the
quantities of printed copies of each Portfolio's prospectus and statement of
additional information it anticipates needing for the year. If requested by the
Company, in lieu of providing printed copies of a Portfolio's current prospectus
and statement of additional information, the Funds shall provide camera-ready
film, computer diskettes, e-mail transmissions or PDF files containing the
Portfolio'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 Portfolio are amended during the year) to have the prospectus for the
Contracts (if applicable) and one or more of the Portfolios' prospectuses
printed together in one document or separately. The Company (at its own expense)
may elect to print a Portfolio's prospectus and/or its statement of additional
information in combination with other fund companies' prospectuses and
statements of additional information.
3.2(a) The Funds shall provide the Company at no charge with copies of the
Fund's proxy statements, Fund reports to shareholders, and other Fund
communications to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners.
3.2(b) Except to the extent Company elects to print Portfolio prospectuses or
statements of additional information in combination with Contract prospectuses
or other fund company prospectuses or statements of additional information, the
Funds shall pay for the cost of typesetting, printing and distributing all
Portfolio prospectuses, statements of additional information, Fund reports to
shareholders and other Fund communications to Contract owners and prospective
Contract owners. The Funds shall pay for all costs for typesetting, printing and
distributing proxy materials.
3.3. The Portfolios' statement(s) of additional information shall be obtainable
by Contract owners from the Funds, the Company or such other person as the Funds
may designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Funds to Contract owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract owners;
B. vote each Portfolio's 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 Portfolio shares held in the Separate
Account for which no timely instructions have been received, in the
same proportion as shares of such Portfolio for which instructions
have been received from the Company's Contract owners. The Company
reserves the right to vote Portfolio shares held in any segregated
asset account for its own account, to the extent permitted by law.
Notwithstanding the foregoing, with respect to the Portfolio shares
held by unregistered Separate
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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
Portfolio shares allocated to such Contracts only in accordance with
the Company's agreements with such Contract owners.
3.5 The Funds will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Funds will not hold annual meetings but will hold such
special meetings as may be necessary from time to time. Further, the Funds will
act in accordance with the SEC interpretation of the requirements of Section
16(a) of the 1940 Act with respect to periodic elections of directors or
trustees and with whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Funds or
their designee, each piece of sales literature or other promotional material
prepared by the Company or any person contracting with the Company in which the
Funds, the Portfolios, the Adviser or the Underwriter is described, at least
five calendar days prior to its use. No such literature or material shall be
used without prior approval from the Funds or their designee, however, the
failure to object in writing within ten Business Days will be deemed approval.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Funds
or concerning the Portfolios in connection with the sale of the Contracts other
than the information or representations contained in the registration statement
or prospectuses for the Portfolios' shares, as such registration statement and
prospectuses may be amended or supplemented from time to time, or in reports to
shareholders or proxy statements for the Portfolios, or in sales literature or
other promotional material approved by the Funds or their designee, except with
the permission of the Funds.
4.3 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 five calendar days
prior to its use. No such literature or material shall be used without prior
approval from the Company or its designee, however, the failure to object in
writing within ten Business Days will be deemed approval.
4.4 Neither the Fund nor any person contracting with the Funds shall give any
information or make any representations on behalf of the Company or concerning
the Company, each Separate Account, or the Contracts other than the information
or representations contained in the Contracts, a disclosure document,
registration statement or prospectus for the Contracts (if applicable), as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Separate Account which are in the
public domain or approved by the Company for distribution to Contract owners or
participants, or in sales literature or other promotional material approved by
the Company, except with the permission of the Company.
4.5 The Funds 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
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any of the above, that relate to each Portfolio or its shares, promptly after
the filing of such document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Funds at least one complete copy of all
prospectuses, statements of additional information, reports, solicitations for
voting instructions, and all amendments to any of the above, if applicable to
the investment in a Separate Account or Contract, promptly after the filing of
such document with the SEC or other regulatory authorities.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, Internet, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Funds or the Portfolios 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. Except as provided in Section
4.1, the Company shall not use any such names or marks on its own behalf or on
behalf of a Separate Account in connection with marketing the Contracts without
prior written consent of the Funds. Upon termination of this Agreement for any
reason, the Company shall cease all use of any such names or marks.
4.9 The Funds agree and acknowledge that each has no right, title or interest
in the names and marks of the Company, and that all use of any designation
comprised in whole or part or such names or marks under this Agreement shall
inure to the benefit of the Company. Except as provided in Section 4.3, the
Funds shall not use any such names or marks on its own behalf or on behalf of a
Fund or Portfolio in connection with marketing the Fund or Portfolio without
prior written consent of the Company. Upon termination of this Agreement for any
reason, the Funds shall cease all use of any such names or marks.
ARTICLE V. Fees and Expenses
5.1 The Funds shall pay the fees and expenses provided for in the attached
SCHEDULE B.
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Funds, the
Adviser and each of their respective trustees, directors, officers,
employees or agents and each person, if any, who controls the Funds
or the Portfolios within the meaning of section 15 of the 1933 Act
(collectively, the "INDEMNIFIED PARTIES" for purposes of this
Section 6.1) against any and all losses, claims, damages,
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liabilities (including amounts paid in settlement with the written
consent of the Company) or litigation (including reasonable legal and
other expenses), to which the Indemnified Parties may become subject
under any statute, regulation, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition
of the shares of the Portfolios or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or statement of
information for the Contracts or contained in the Contracts or
sales literature or other promotional material for the Contracts
(or any amendment or supplement to any of the foregoing), or arise
out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided
that this agreement to indemnify shall not apply as to an
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity
with information furnished by such Indemnified Party or the Funds
to the Company on behalf of the Funds for use in the registration
statement, prospectus or statement of additional information for
the Contracts or in the Contracts or sales literature (or any
amendment or supplement) or otherwise for use in connection with
the sale of the Contracts or Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
by or on behalf of the Company (other than statements or
representations contained in the registration statements,
prospectuses or sales literature or other promotional material of
the Funds or Portfolios not supplied by the Company, or persons
under its control, and other than statements or representations
authorized by the Funds or the Adviser); or (b) the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty of the Company or persons under its control, with respect to
the sale or distribution of the Contracts or Portfolio shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in the registration
statements, prospectuses, statements of additional information or
sales literature or other promotional material of the Funds or
Portfolios (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 Funds by the Company or persons under its control; or
(iv) arise as a result of any material failure by the Company to
provide the services and furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material breach
by the Company of this Agreement; except to the extent provided in
Sections 6.1(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
10
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Company of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of
Portfolio shares or the Contracts or the operation of the
Portfolios.
6.2 [Reserved]
6.3 Indemnification by the Funds
(a) The Funds agree to indemnify and hold harmless the Company and each
of its directors, officers, employees or agents and each person, if
any, who controls the Company within the meaning of section 15 of
the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes
of this Section 6.3) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Funds) or litigation (including reasonable legal and
other expenses) to which the Indemnified Parties may become subject
under any statute, regulation, at common law or otherwise, insofar
as such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) or settlements are related to the sale or
acquisition of the shares of the Portfolios 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 statements, prospectuses, statements of additional
information or sales literature or other promotional material of
the Funds or Portfolios (or any amendment or supplement to any of
the foregoing), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and
in conformity with information furnished by such Indemnified Party
or the Company to the Funds on behalf of the Company for use in a
registration statement, prospectus, statement of additional
information or sales literature of the Funds or Portfolios (or any
amendment or supplement thereto) or otherwise for use in
connection with the sale of the Contracts or the Portfolio shares;
or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Funds or the Adviser, 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 with
respect to the sale or distribution of the Contracts or Portfolio
shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement,
prospectus, statement of additional information or sales
literature or other promotional material with respect to the
Contracts (or any amendment thereof or supplement thereto), or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement or
omission was made in reliance upon and in conformity with
information furnished to the Company by the Funds or persons
under the control of the Funds; or
(iv) arise as a result of any material failure by the Funds to provide
the services and furnish the materials under the terms of this
Agreement; or
11
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Funds in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Funds; except to the extent provided in Sections
6.3(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Funds of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of
Portfolio shares or the Contracts or the operation of the Separate
Accounts.
6.4. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article
VI ("INDEMNIFYING PARTY" for the purpose of this Section 6.4) shall
not be liable under the indemnification provisions of this Article
VI with respect to any claim made against a party entitled to
indemnification under this Article VI ("INDEMNIFIED PARTY" for the
purpose of this Section 6.4) unless such Indemnified Party shall
have notified the Indemnifying Party in writing within a reasonable
time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon
such Indemnified Party (or after such party shall have received
notice of such service on any designated agent), but failure to
notify the Indemnifying Party of any such claim shall not relieve
the Indemnifying Party from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than
on account of the indemnification provision of this Article VI. In
case any such action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate, at its own
expense, in the defense thereof. The Indemnifying Party also shall
be entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from the Indemnifying
Party to the Indemnified Party of the Indemnifying Party's election
to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by the
Indemnified Party, and the indemnifying Party will not be liable to
such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation,
unless:
(i) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests
between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
12
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
7.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. Termination
8.1 This Agreement shall terminate:
(a) at the option of any party upon six months' advance written notice
to the other parties unless otherwise agreed in a separate written
agreement among the parties; or
(b) at the option of the Funds upon institution of formal proceedings
against the Company by the NASD, NASD Regulation, Inc. ("NASDR"), the
SEC, the insurance commission of any state or any other regulatory
body regarding the Company's duties under this Agreement or related
to the sale of the Contracts, the administration of the Contracts,
the operation of the Separate Accounts, or the purchase of Portfolio
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 by the NASD, NASDR, the SEC, or any state
securities or insurance department or any other regulatory body,
related to the purchase or sale of Portfolio shares or the operation
of the Funds which in the judgment of the Company are reasonably
likely to have a material adverse effect on the Funds' ability to
perform their 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 or the
Adviser has suffered a material adverse change in its business,
operations or financial condition since the date of this Agreement
or is the subject of material adverse publicity which is likely to
have a material adverse impact upon the business and operations of
the Company; or
13
(g) at the option of the Funds, if the Funds or the Adviser,
respectively, shall determine in its sole judgment exercised in good
faith, that the Company has suffered a material adverse change in
its business, operations or financial condition since the date of
this Agreement or is the subject of material adverse publicity which
is likely to have a material adverse impact upon the business and
operations of the Funds.
8.2 Notice Requirement
(a) In the event that any termination of this Agreement is based upon
the provisions of Sections 8.1(b), 8.1(c) or 8.1(d), prompt written
notice of the election to terminate this Agreement for cause shall
be furnished by the party terminating the Agreement to the
non-terminating parties, with said termination to be effective upon
receipt of such notice by the non-terminating parties; provided that
for any termination of this Agreement based on the provisions of
Section 8.1(d), said termination shall be effective upon the
Portfolio's failure to qualify as a RIC and to cure such
disqualification within the period permitted for such cure.
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(f) or 8.1(g), prior written notice of the
election to terminate this Agreement for cause shall be furnished by
the party terminating this Agreement to the non-terminating parties.
Such prior written notice shall be given by the party terminating
this Agreement to the non-terminating parties at least 60 days before
the effective date of termination.
8.3 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
8.4 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to
Section 8.1(a) through 8.1(g) of this Agreement and subject to
Section 1.2 of this Agreement, the Company may require the Funds to
continue to make available additional shares of the Portfolios for
so long after the termination of this Agreement as the Company
desires pursuant to the terms and conditions of this Agreement as
provided in paragraph (b) below, for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter
referred to as "EXISTING CONTRACTS"), unless such further sale of
Portfolio shares is proscribed by law, regulation or an applicable
regulatory body. Specifically, without limitation, the owners of the
Existing Contracts shall be permitted to direct reallocation of
investments in the Portfolios, redeem investments in the Portfolios
and/or invest in the Portfolios upon the making of additional
purchase payments under the Existing Contracts unless such further
sale of Portfolio shares is proscribed by law, regulation or an
applicable regulatory body.
(b) The Funds shall remain obligated to pay Company the fee in effect as
of the date of termination for a period of one year following the
date of termination. Such fee shall apply to shares purchased both
prior to and subsequent to the date of termination. This Agreement,
or any provision thereof, shall survive the termination to the extent
necessary for each party to perform its obligations with respect to
shares for which a fee continues to be due subsequent to such
termination.
14
ARTICLE IX. Notices
9.1 (a) Any notice shall be deemed duly given only if sent by hand or
overnight express delivery, evidenced by written receipt or by certified mail,
return receipt requested, to the other party at the address of such party set
forth below or at such other address as such party may from time to time specify
in writing to the other party. All notices shall be deemed given the date
received or rejected by the addressee.
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, Investment Products Division
with a copy to:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
If to the Funds:
Munder Funds
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Chief Legal Officer
ARTICLE X Miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the Contracts and all
other information reasonably identified as such in writing by any other party
hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information without the express prior
written consent of the affected party until such time as it may come into the
public domain. In addition, the parties hereby represent that they will use and
disclose Personal Information (as defined below) only to carry out the purposes
for which it was disclosed to them and will not use or disclose Personal
information if prohibited by applicable law, including, without limitation,
statutes and regulations enacted pursuant to the Xxxxx-Xxxxx-Xxxxxx Act (Public
Law 106-102). "PERSONAL INFORMATION" means financial and medical information
that identifies an individual personally and is not available to the public,
including, but not limited to, credit history, income, financial benefits,
policy or claim information and medical records. If either party outsources
services to a third party, such third party will agree in writing to maintain
the security and confidentiality of any information shared with them.
10.2 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
15
10.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
10.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, NASDR 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.
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to be maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Portfolios of the Funds.
10.9 The name, "The Munder Framlington Funds Trust" and "Trustees of the Munder
Framlington Trust" refer respectively to the Trust created and to the Trustees
as trustees, not individually or personally, acting from time to time under a
Declaration of Trust dated October 30, 1996, with respect to the Munder
Framlington Funds Trust, which is hereby referred to and a copy of which is on
file at the office of Secretary of the Commonwealth of Massachusetts and at the
principal office of the Trust. The obligations of "The Munder Framlington Funds
Trust" entered into the name or on behalf thereof by any of the Trustees,
officers, representatives or agents are not made individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of the trust personally, but bind only the
respective Trust property, and all persons dealing with any class of shares of
the Trust must look solely to the Trust property belonging to such class for the
enforcement of any claims against the Trust.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
16
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 MUNDER SERIES TRUST
THE MUNDER FRAMLINGTON FUNDS
TRUST
By /s/ Xxxx Xxxxxxx By /s/ Xxxxxxx Xxxx West
--------------------------------- ---------------------------------
Name: Xxxx Xxxxxxx Name: Xxxxxxx Xxxx West
Title: Vice President Title: Assistant Secretary
17
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate 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. 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
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Eleven
PORTFOLIOS
FUND CUSIP SYMBOL CUSIP SYMBOL
--------------------------------------------------------------------------------
EQUITY FUNDS
Emerging Markets Fund 626120406 MFEAX 626120836 MFEYX
Future Technology Fund 626124184 MTFAX 626124226 MTFYX
Healthcare Fund 626120703 MFHAX 626120828 MFHYX
Index 500 Fund 626129761 MUXAX 626129787 MUXYX
International Equity Fund 626129738 MUIAX 626129753 MUIYX
International Growth Fund 626120109 MFGAX 626120844 MFGYX
Large-Cap Value Fund 626129688 MUGAX 626129712 MUGYX
Micro-Cap Equity Fund 626124572 MMEAX 626124531 MMEYX
MidCap Select Fund 626124283 MGOAX 626124242 MGOYX
Multi-Season Growth Fund 626124200 MUSAX 626124309 MUSYX
NetNet Fund(R) 626124648 MNNAX 626124291 MNNYX
Power Plus Fund(R) 626125819 MPFAX 626125769 MPFYX
Real Estate Equity
Investment Fund 626124887 MURAX 626124861 MURYX
Small Company Growth Fund 626129811 MULAX 626129837 MULYX
Small-Cap Value Fund 626124630 MNVAX 626124580 MNVYX
BALANCED FUNDS
Balanced Fund 626129647 MUBAX 626129662 MUBYX
FIXED INCOME FUNDS
Bond Fund 626129423 MUCAX 626129449 MUCYX
Intermediate Bond Fund 626129555 MUMAX 626129571 MUMYX
International Bond Fund 626124671 MIBAX 626124697 MIBYX
U.S. Government Income
Fund 626129514 MUUAX 626129530 MUUYX
MONEY MARKET FUND
Cash Investment Fund 626129308 MIAXX 626129100 MIYXX
------------
* Denotes proposed symbol.
18
SCHEDULE B
In consideration of the services provided by the Company pursuant to this
Agreement, the Funds agree to pay the Company an amount equal to the following
basis points per annum on the average aggregate amount invested by the Company's
Separate Account(s) in the applicable class of each Portfolio under the Fund
Participation Agreement, except that no fee shall be payable with respect to
assets invested in the Index 500 Fund or the Cash Investment Fund:
Class A shares: 20 basis points
Class Y shares: 25 basis points
The Funds agree to pay or cause to be paid all fees within thirty (30) days
following the receipt of a notice from Company that is accompanied by a
statement showing the total number of accounts and assets invested in each
Portfolio by each Separate Account and the calculation of the fees payable under
this Agreement. Notice to the Funds will be sent by the Company within a
reasonable time following the completion of the period for which payment is
sought. Notwithstanding the foregoing, the Funds may request back-up
documentation that supports the fee calculation within fifteen (15) days after
receipt of the billing notice. The review by the Funds of the back-up
documentation shall not exceed fifteen (15) business days.
In addition, provided that the party responsible for the sale of Class A shares
within the Contracts, including without limitation Company or its affiliates
(each, a "Seller"), has entered into a Dealer Agreement with the Underwriter or
its successor, the Funds will pay or cause to be paid to such Seller all 12b-1
fees paid with respect to such Class A shares in accordance with the Funds'
current prospectuses. Subject to change without notice, as of the date of this
Schedule B, the Funds pay or cause to be paid 12b-1 fees as follows:
FUND(S) 12B-1 FEES
--------------------------------------------------------------------------------
All Funds except Index 500 Fund 0.25%
Index 500 Fund 0.15%
19
AMENDMENT #2 TO
RETAIL FUDN PARTICIPATION AGREEMENT
THIS AMENDMENT dated as of September 14, 2007 is made to the Reatil Fund
Participation Agreement (the "Agreement") dated November 1, 2004 by and among
Hartford Life Insurance Company and Munder Series Trust and Munder Series Trust
II (f/k/a The Munder Framlington Funds Trust) on behalf of their respective
portfolios listed on Exhibit A (the "Funds").
WHEREAS, additional portfolios of Munder Series Trust and additional classes of
the Funds have been created; and
WHEREAS, the Funds and the Company wish to amend the Agreement to include these
additional portfolios and classes.
NOW, THEREFORE, the parties mutually agree to amend the Agreement as follows:
1. The Agreement is hereby amended by deleting EXHIBIT A to the Agreement in its
entirety and replacing it with the revised EXHIBIT A attached hereto.
2. The Agreement is hereby amended by deleting SCHEDULE A to the Agreement in
its entirety and replacing it with the revised SCHEDULE A attached hereto.
3. Except to the extent specifically amended by this Amendment, the provisions
of the Agreement shall remain unmodified, and the Agreement is ratified and
affirmed as being in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized officers as of the date first listed above.
MUNDER SERIES TRUST
On behalf of its Portfolios
MUNDER SERIES TRUST II
On behalf of its Portfolio
By: /s/ Xxxxxxx Xxxx West
----------------------------------
Name: Xxxxxxx Xxxx West
Title: Assistant Secretary
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
----------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
EXHIBIT A
CLASS A CLASS A CLASS Y CLASS Y CLASS R CLASS R
FUND CUSIP SYMBOL CUSIP SYMBOL CUSIP SYMBOL
---------------------------------------------------------------------------------------------------------------------------------
Asset Allocation Fund -- Balanced 626129647 MUBAX 626129662 MUBYX 626127104 MUBRX
Bond Fund 626129423 MUCAX 626129449 MUCYX N/A N/A
Cash Investment Fund 626129308 MIAXX 626129100 MIYXX N/A N/A
Energy Fund 626125819 MPFAX 626125769 MPFYX N/A N/A
Healthcare Fund 626120703 MFHAX 626120828 MFHYX 626127203 MHCRX
Index 500 Fund 626129761 MUXAX 626129787 MUXYX 626127609 MUXRX
Intermediate Bond Fund 626129555 MUMAX 626129571 MUMYX N/A N/A
International Bond Fund 626124671 MIBAX 626124697 MIBYX N/A N/A
International Equity Fund 626129738 MUIAX 626129753 MUIYX N/A N/A
International Fund -- Core Equity 626127740 MAICX 626127724 MICYX N/A N/A
International Small-Mid Cap Fund 626127690 MISAX 626127674 MYSIX N/A N/A
Internet Fund 626124648 MNNAX 626124291 MNNYX 626127401 MNNRX
Large-Cap Growth Fund 626124200 MUSAX 626124309 MUSYX 626127823 MUSRX
Large-Cap Value Fund 626129688 MUGAX 626129712 MUGYX 626127815 MUGRX
Micro-Cap Equity Fund 626124572 MMEAX 626124531 MMEYX 626127708 MMERX
Mid-Cap Core Growth Fund 626124283 MGOAX 626124242 MGOYX 626127302 MMSRX
Mid-Cap Value Fund 626127799 MAMVX 626127757 MYMVX 626127765 MRMVX
Real Estate Equity Investment Fund 626124887 MURAX 626124861 MURYX N/A N/A
Small-Mid Cap Fund 626127880 MASMX 626127849 MSMYX 626127831 MSMRX
Small-Cap Value Fund 626124630 MNVAX 626124580 MCVYX 626127500 MSCRX
Technology Fund 626124184 MTFAX 626124226 MTFYX N/A N/A
TRADING CUT-OFF TIME FOR ALL FUNDS IS AS OF THE CLOSE OF REGULAR TRADING ON THE
NEW YORK STOCK EXCHANGE (USUALLY 4:00 P.M. EASTERN TIME).
SCHEDULE A
FEES
1. NON 12B-1 FEES
The Funds agree to pay or cause to be paid to Company on a quarterly basis:
an annual fee of 0.20% of the average daily net assets of each Program
maintained by Company and invested in Class A shares and an annual fee of
0.25% of the average daily net assets of each Program maintained by Company
and invested in Class R and/or Class Y shares of the Funds listed on
Exhibit A, except that there shall be no annual fee payable for Program
assets invested in the Index or Money Market Funds.
The foregoing fees will not be payable from any distribution or service
fees authorized by the Funds to be paid pursuant to a Distribution and
Service Plan adopted under Rule 12b-1 under the 1940 Act.
The Funds agree to pay or cause to be paid all non 12b-1 fees within thirty
(30) days following the receipt of a notice from Company that is
accompanied by a statement showing the total number of accounts and assets
invested in each Fund by each Program and the calculation of such fees
payable under this Agreement. Notice to the Funds will be sent by the
Company within a reasonable time following the completion of the period for
which payment is sought. Notwithstanding the foregoing, the Funds may
request back-up documentation that supports the fee calculation within
fifteen (15) days after receipt of the billing notice. The review by the
Funds of the back-up documentation shall not exceed fifteen (15) business
days. No fee shall be paid with respect to shares of a Fund held by or on
behalf of a Program after the effective date of a termination of this
Agreement with respect to such Fund.
2. 12B-1 FEES
Provided that the party responsible for the sale of Class A shares or Class
R shares within the Programs, including without limitation Company or an
affiliate of Company (each, a "Seller"), has entered into a Selling
Agreement with the Funds' distributor or its successor, the Funds will pay
or cause to be paid to such Seller all 12b-1 fees paid with respect to such
Class A shares or Class R shares, as applicable, in accordance with the
payout schedule of the Funds' distributor. Subject to change without
notice, as of the date of this Schedule A, the Funds pay or cause to be
paid 12b-1 fees as follows:
CLASS A CLASS R
FUND(S) 12B-1 FEES 12B-1 FEES
--------------------------------------------------------------------------------
All Funds except Index 500 Fund 0.25% 0.50%
Index 500 Fund 0.15% 0.50%
No 12b-1 fees are payable with respect to Class Y shares.
AMENDMENT #3
TO THE
FUND PARTICIPATION AGREEMENT
BY AND AMONG
HARTFORD LIFE INSURANCE COMPANY
AND
MUNDER SERIES TRUST AND MUNDER SERIES TRUST II
Pursuant to Section 10.8 of the Fund Participation Agreement dated November 1,
2004, by and among Hartford Life Insurance Company, Munder Series Trust and
Munder Series Trust II (f/k/a The Munder Framlington Funds Trust), as amended as
of April 20, 2007 and September 14, 2007 (the "Agreement"), the Agreement is
hereby amended as provided below, effective as of the earliest date set forth
below:
1. Hartford Securities Distribution Company, Inc., a broker-dealer registered
with the Securities Exchange Commission under the Securities Act of 1934, a
member of the Financial Industry Regulatory Authority, and affiliate of Hartford
Life Insurance Company, is hereby added as a party to this Agreement.
2. Section 9.1(a) is hereby amended to add the following to the end of this
section:
If to Hartford Securities Distribution Company, Inc.:
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
3. Section 10.3 is hereby deleted in its entity and restated to read as follows:
10.3 This Agreement and any amendments hereto may be executed
simultaneously in two or more counterparts, each of which shall
be an original and each of which shall constitute one and the
same instrument.
4. EXHIBIT A as currently in effect pursuant to Amendment #2 is hereby deleted
in its entirety.
5. SCHEDULE A and SCHEDULE B as currently in effect pursuant to Amendments #1
and #2 are hereby deleted and replaced in their entirety with the attached
SCHEDULE A and SCHEDULE B.
[Signatures Appear on the Following Page]
1
IN WITNESS WHEREOF, the undersigned have executed this Amendment to the
Agreement.
HARTFORD LIFE INSURANCE COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
Xxxx Xxxx, Assistant Vice President Xxxx Xxxx, Assistant Vice President
Print name and title Print name and title
/s/ Xxxx Xxxx /s/ Xxxx Xxxx
----------------------------------- -----------------------------------
Signature Signature
11/9/2009 11/9/2009
Date Date
MUNDER SERIES TRUST, on behalf of its portfolios
MUNDER SERIES TRUST II, on behalf of its portfolio
Xxxxxxx Xxxx West
Print name and title
/s/ Xxxxxxx Xxxx West
-----------------------------------
Signature
11/11/09
Date
2
DATED: NOVEMBER 11, 2009
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate 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. 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
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Eleven
CLASS A CLASS A CLASS Y CLASS Y CLASS R CLASS R
FUND CUSIP SYMBOL CUSIP SYMBOL CUSIP SYMBOL
---------------------------------------------------------------------------------------------------------------------------------
Asset Allocation Fund-Balanced 626129647 MUBAX 626129662 MUBYX N/A N/A
Bond Fund 626129423 MUCAX 626129449 MUCYX N/A N/A
Energy Fund 626125819 MPFAX 626125769 MPFYX N/A N/A
Healthcare Fund 626120703 MFHAX 626120828 MFHYX 626127203 MHCRX
Index 500 Fund 626129761 MUXAX 626129787 MUXYX 626127609 MUXRX
International Equity Fund 626129738 MUIAX 626129753 MUIYX N/A N/A
International Fund-Core Equity 626127740 MAICX 626127724 MICYX N/A N/A
International Small-Cap Fund 626127690 MISAX 626127674 MYSIX N/A N/A
Internet Fund* 626124648 MNNAX 626124291 MNNYX 626127401 MNNRX
Large-Cap Core Growth Fund 626124200 MUSAX 626124309 MUSYX N/A N/A
Large-Cap Value Fund 626129688 MUGAX 626129712 MUGYX 626127815 MUGRX
Micro-Cap Equity Fund 626124572 MMEAX 626124531 MMEYX 626127708 MMERX
Mid-Cap Core Growth Fund 626124283 MGOAX 626124242 MGOYX 626127302 MMSRX
Small-Cap Value Fund 626124630 MNVAX 626124580 MCVYX 626127500 MSCRX
Technology Fund 626124184 MTFAX 626124226 MTFYX N/A N/A
------------
* Effective on or about January 1, 2010, the Munder Internet Fund will be
renamed the Munder Growth Opportunities Fund.
3
DATED: NOVEMBER 11, 2009
SCHEDULE B
In consideration of the services provided by the Company pursuant to this
Agreement, the Funds agree to pay the Company or its affiliate Hartford
Securities Distribution Company, Inc. an amount equal to the following basis
points per annum on the average aggregate amount invested by the Company's
Separate Account(s) in the applicable class of each Portfolio under the Fund
Participation Agreement, except that no fee shall be payable with respect to
assets invested in any Index or Money Market Fund:
Class A shares: 20 basis points
Class R shares: 25 basis points
Class Y shares: 25 basis points
Fees paid in accordance with each Fund's Rule 12b-1 plan as described in Section
2.4 and identified below will be made payable to the Company's affiliate,
Hartford Securities Distribution Company, Inc., a broker-dealer registered with
the Securities Exchange Commission under the Securities Act of 1934 and member
of the Financial Industry Regulatory Authority. All other fees paid pursuant to
this Agreement will be made payable to the Company.
The Funds agree to pay or cause to be paid all fees within thirty (30) days
following the receipt of a notice from Company that is accompanied by a
statement showing the total number of accounts and assets invested in each
Portfolio by each Separate Account and the calculation of the fees payable under
this Agreement. Notice to the Funds will be sent by the Company within a
reasonable time following the completion of the period for which payment is
sought. Notwithstanding the foregoing, the Funds may request back-up
documentation that supports the fee calculation within fifteen (15) days after
receipt of the billing notice. The review by the Funds of the back-up
documentation shall not exceed fifteen (15) business days.
4
AMENDMENT #4 TO
RETAIL FUND PARTICIPATION AGREEMENT
THIS AMENDMENT is made and entered into as of the 1st day of May, 2011, by and
among HARTFORD LIFE INSURANCE COMPANY (hereinafter the "Company"), on its own
behalf and on behalf of each separate account of the Company set forth in
SCHEDULE A hereto, as may be amended from time to time (each such account
hereinafter referred to as a "SEPARATE ACCOUNT"), and MUNDER SERIES TRUST and
MUNDER SERIES TRUST II (f/k/a The Munder Framlington Funds Trust) (hereinafter
the "FUNDS"), each on its own behalf and on behalf of each separate series of
the Funds set forth in SCHEDULE A hereto, as may be amended from time to time.
WITNESSETH:
WHEREAS, on April 23, 2010, the Munder Technology Fund was merged with and into
the Munder Internet Fund (n/k/a the Munder Growth Opportunities Fund), a series
of Munder Series Trust;
WHEREAS, on April 8, 2011, the Munder Healthcare Fund, the sole remaining series
of Munder Series Trust II, and the Munder Energy Fund were merged with and into
the Munder Growth Opportunities Fund;
WHEREAS, the name of the Munder Small-Cap Value Fund will be changed to the
Munder Veracity Small-Cap Value Fund, and the ticker symbols and CUSIPs for the
Fund will be changed following the merger of the Veracity Small Cap Value Fund
and Munder Small-Cap Value on or about May 13, 2011;
WHEREAS, the parties desire to modify the compensation payable under this
Agreement to be comparable to that payable to the Company (or its affiliates)
under the Retirement Plan Mutual Fund Program Administrative and Shareholder
Services Agreement dated as of October 19, 2010 by and among Munder Series
Trust, Munder Series Trust II, Munder Capital Management, Hartford Securities
Distribution Company, Inc. and Hartford Retirement Services, LLC; and
WHEREAS, the parties desire to amend SCHEDULE A and SCHEDULE B to reflect these
changes.
NOW, THEREFORE, in consideration of their mutual promises, the parties agree as
follows:
1. All capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
2. Munder Series Trust II is hereby removed as a party to this Agreement.
3. SCHEDULE A to the Agreement is hereby deleted and replaced in its entirety
with the attached SCHEDULE A.
4. SCHEDULE B to the Agreement is hereby deleted and replaced in its entirety
with the attached SCHEDULE B.
5. All remaining provisions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY MUNDER SERIES TRUST
MUNDER SERIES TRUST II
(f/k/a/ The Munder Framlington Funds Trust)
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx Xxxxxxxxxxx
------------------------------ ------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx Xxxxxxxxxxx
Title: Assistant Vice President Title: Vice President
MUNDER CAPITAL MANAGEMENT
(solely with respect to the payment obligation described in Schedule B, Part II)
By: /s/ Xxxxxxx Xxxxxxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: Managing Director & General Counsel
2
DATED: MAY 1, 2011
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate 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. 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
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Eleven
CLASS A CLASS A CLASS Y CLASS Y CLASS R CLASS R
FUND CUSIP SYMBOL CUSIP SYMBOL CUSIP SYMBOL
----------------------------------------------------------------------------------------------------------------
Munder Asset Allocation Fund-Balanced 626129647 MUBAX 626129662 MUBYX N/A N/A
Munder Bond Fund 626129423 MUCAX 626129449 MUCYX N/A N/A
Munder Growth Opportunities Fund 626124648 MNNAX 626124291 MNNYX 626127401 MNNRX
Munder Index 500 Fund 626129761 MUXAX 626129787 MUXYX 626127609 MUXRX
Munder International Equity Fund 626129738 MUIAX 626129753 MUIYX N/A N/A
Munder International Fund-Core Equity 626127740 MAICX 626127724 MICYX N/A N/A
Munder International Small-Cap Fund 626127690 MISAX 626127674 MYSIX N/A N/A
Munder Large-Cap Growth Fund 626124200 MUSAX 626124309 MUSYX N/A N/A
Munder Large-Cap Value Fund 626129688 MUGAX 626129712 MUGYX 626127815 MUGRX
Munder Micro-Cap Equity Fund 626124572 MMEAX 626124531 MMEYX 626127708 MMERX
Munder Mid-Cap Core Growth Fund 626124283 MGOAX 626124242 MGOYX 626127302 MMSRX
Munder Small-Cap Value Fund* 626124630 MNVAX 626124580 MCVYX 626127500 MSCRX
------------
* On or about May 13, 2011, the Munder Small-Cap Value Fund will be merged
with and into the Veracity Small Cap Value Fund. The surviving Munder
Veracity Small-Cap Value Fund will have the following CUSIPS and symbols.
Munder Veracity Small-Cap Value Fund 626127484 VSCVX 626127492 VSVIX 626127518 MRVSX
3
DATED: MAY 1, 2011
SCHEDULE B
In consideration of the services provided by the Company pursuant to this
Agreement, the Company or its affiliate Hartford Securities Distribution
Company, Inc. shall be entitled to compensation in an amount equal to the
following basis points per annum on the average aggregate amount invested by the
Company's Separate Account(s) in the applicable class of each Portfolio under
the Fund Participation Agreement, except that no fee shall be payable with
respect to assets invested in any Index or Money Market Fund:
PART I
12b-1 FEES
Provided that the party responsible for the sale of Class A or Class R shares
within the Contracts, including without limitation Company or its affiliates
(each, a "Seller"), has entered into a Dealer Agreement with the Fund
Distributor or its successor, the Funds will pay or cause to be paid to such
Seller all 12b-1 fees paid with respect to such Class A or Class R shares in
accordance with the Funds' current payout schedule. Subject to change without
notice, as of the date of this Schedule B, the Funds pay or cause to be paid
12b-1 fees as follows:
CLASS A CLASS R
FUND(S) 12B-1 FEES 12B-1 FEES
--------------------------------------------------------------------
All Funds except Index 500 Fund 0.25% 0.50%
Index 500 Fund 0.15% 0.50%
No 12b-1 fees are payable with respect to Class Y shares.
PART II
SHAREHOLDER SERVICE FEE
Munder Capital Management will pay the following compensation, which shall be
calculated and paid at the end of each calendar quarter within 30 days of
receipt from the Company of a statement showing the amount of the compensation
payable under this Part II.
CLASS A
An annual fee of 0.05% of the average daily amount invested by the Plans in
Class A shares of all Funds except Munder Index 500 Fund, for which no fee shall
be paid.
CLASS Y
No fee shall be paid with respect to assets invested by the Plans in Class Y
shares.
CLASS RETIREMENT ("R")
An annual fee of 0.05% of the average daily amount invested by the Plans in
Class R shares of all Funds except Munder Index 500 Fund, for which no fee shall
be paid.
PART III
ADMINISTRATIVE FEE
The Funds will pay the following Administrative Fee, which shall be calculated
and paid at the end of
4
each calendar quarter within 30 days of receipt from the Company of a statement
showing the total number of accounts and assets invested in each Portfolio by
each Separate Account and the calculation of the fees payable under this Part
III.
Class A shares: 25 basis points
Class R shares: 25 basis points
Class Y shares: 25 basis points
Notice to Munder Capital Management and/or the Funds (which may be combined)
will be sent by the Company within a reasonable time following the completion of
the period for which payment is sought. Notwithstanding the foregoing, Munder
Capital Management or the Funds may request back-up documentation that supports
the fee calculation within fifteen (15) days after receipt of the billing
notice. The review by the Munder Capital Management or the Funds of the back-up
documentation shall not exceed fifteen (15) business days.
5
