HARTFORD RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is entered into as of the 1st day of September, 2000, between
HARTFORD LIFE INSURANCE COMPANY ("HL"), (hereinafter may be referred to as
"Hartford"), a life insurance company organized under the laws of the State of
Connecticut, and MFS FUND DISTRIBUTORS, INC. ("MFDI"), a corporation organized
under the laws of the State of Delaware, and having a business address of 000
Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000-0000.
WITNESSETH:
WHEREAS, Hartford has issued or proposes to issue to the public, now and in the
future, certain variable annuity contracts and group funding agreements 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) ("collectively, Contracts");
WHEREAS, Hartford has established one (1) or more separate accounts ("Account")
for the purposes of issuing the Contracts and has or will register the Account
with the United States Securities Exchange Commission ("the SEC") as a unit
investment trust under the Investment Company Act of 1940 ("xxx 0000 Xxx") and
pursuant to the Connecticut Insurance Code (the Contracts and the Accounts
covered by this Agreement are specified in Schedule A attached hereto as may be
modified from time to time);
WHEREAS, each of the funds which comprise the MFS Family of Funds (certain of
which may from time to time be listed on Schedule B attached hereto) (each, a
"Fund, and collectively, the "Funds") is registered as an open-end investment
company under the 1940 Act;
WHEREAS, certain Funds will serve as the underlying investment medium for the
Contracts;
WHEREAS, MFDI serves as distributor for each of the Funds pursuant to the terms
of a Distribution Agreement between each of the Funds and MFDI;
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
Hartford intends to purchase Class A shares (the "Shares") in one or more of the
Funds specified on Schedule B to fund the Contracts, and MFDI intends to sell
such Shares to the Accounts; and
WHEREAS, MFDI and Hartford are members in good standing of the National
Securities Clearing Corporation (the "NSCC") or otherwise have access to the
facilities of the NSCC;
NOW THEREFORE, in consideration of the foregoing and of mutual covenants and
conditions set forth herein and for other good and valuable consideration,
Hartford and MFDI hereby agree as follows:
1. MFDI represents and warrants to Hartford that: (i) a registration statement
under the Securities Act of 1933 ("1933 Act") and under the 1940 Act with
respect to the Funds has been filed with the SEC in the form previously
delivered to Hartford, and copies of any and all amendments thereto will be
forwarded to Hartford at the time that they are filed with the SEC; (ii) each
Fund is, and shall be at all times while this Agreement is in force, lawfully
organized and validly existing under the laws of the Commonwealth of
Massachusetts; (iii) each Fund is and shall remain registered as an open-end
management investment company under the 1940 Act; and (iv) each Fund's
registration statement and any further amendments or supplements thereto will,
when they become effective, conform in all material respects to the requirements
of the 1933 Act and the 1940 Act, and the rules and regulations of the SEC
thereunder, and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statement therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to MFDI by Hartford
expressly for use therein.
1.1 Hartford represents and warrants to MFDI that the Contracts are
unregistered group annuities for qualified investors and are exempt or not
subject to registration under the 1933 Act, or if not exempt, will be registered
under the 1933 Act and that the Contracts will be issued, sold and distributed
in compliance in all material respects with all applicable state and federal
laws, rules and regulations. Hartford further represents and warrants that HL is
an insurance company duly organized and in good standing under applicable law
and that each Account has been, or will be, established as a segregated asset
account under applicable law and has registered or, prior to the issuance or
sale of the Contracts, will register each Account as a unit investment trust in
accordance with the 1940 Act (unless exempt therefrom) to serve as segregated
asset accounts for the Contracts, and that Hartford will maintain such
registration for so long as any Contracts are outstanding. Hartford shall amend
all registration statements under the 1933 Act and the 1940 Act, as applicable,
with respect to both the Accounts and the Contracts from time to time as
required in order to effect the continuous offering of the Contracts or as may
otherwise be required by applicable law. Hartford shall register and qualify the
Contracts for sale in accordance with the securities laws of the various states
only if and to the extent deemed necessary by Hartford.
1.2 Hartford represents and warrants that the Contracts are currently and at
the time of issuance will be treated as life insurance, endowment or annuity
contracts under applicable provisions of the Internal Revenue Code of 1986, as
amended, that it will maintain such treatment and that it will notify MFDI
immediately upon having a reasonable basis for believing that the Contracts have
ceased to be so treated or that they might not be so treated in the future.
2. MFDI will furnish to Hartford such information with respect to the Funds in
such form and signed by such of its officers as Hartford may reasonably request,
and will warrant that the statements therein contained when so signed will be
true and correct. MFDI will advise Hartford immediately of: (a) any request by
the SEC (i) for amendment of the registration statement relating to the Funds or
(ii) for additional information; (b) the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement of the Funds or the
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initiation of any proceeding for that purpose; (c) the institution of any
proceeding, investigation or hearing involving the offer or sale of the
Contracts or the Funds of which it becomes aware; or (d) the happening of any
material event, if known, which makes untrue any statement made in the
registration statement of the Fund or which requires the making of a change
therein in order to make any statement make therein not misleading.
3. MFDI will use best efforts to register the Funds for sale under the 1933 Act
and, if required, under state securities laws, such additional shares of the
Funds as may reasonably be necessary for use as the funding vehicle for the
Contracts.
4. Fund Shares to be made available to Accounts for the Contracts shall be sold
by MFDI and purchased by Hartford for a given Account at the net asset value
(without the imposition of a sales load) next computed after receipt of each
order by MFDI or its designee, as established in accordance with the provisions
of the then current prospectus of the Fund. For purposes of this Paragraph 4, HL
shall be a designee of MFDI for receipt of such orders from each Account, and
receipt by such designee as at the close of regular trading (currently 4:00 p.m.
Eastern time) on the New York Stock Exchange or at such other times at which a
Series' net asset value is calculated as specified in such Fund's prospectus
(the "Close of Trading") shall constitute receipt by MFDI; provided that MFDI or
an affiliate receives notice of such order by 9:30 a.m. Eastern time on the
following Business Day. MFDI will receive all orders to purchase Fund Shares
using the NSCC's Defined Contribution Clearance & Settlement (DCC&S) platform.
MFDI will also provide Hartford with account positions and activity data using
the NSCC's Networking platform. Hartford shall pay for Fund shares by the
scheduled close of federal funds transmissions on such next following Business
Day after it places an order to purchase Fund 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 mean any day on which the New York Stock Exchange is open for
trading and on which the Fund calculates it net asset value pursuant to the
rules of the SEC. Networking shall mean the NSCC's product that allows Funds and
Companies to exchange account level information electronically. Settling Bank
shall mean the entity appointed by the 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 Fund for Fund Shares via the NSCC's DCC&S platform the
following shall apply to this Section:
MFDI agrees to sell the Company those Shares of the Funds 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 MFDI or its
designee of such order. For purposes of this Section, the Company shall be the
designee of MFDI for the receipt of such orders from the Separate Account and
receipt by such designee shall constitute receipt by MFDI; provided that MFDI
receives notice of such order by 9:30 a.m. Eastern time on the next following
Business Day. The Company shall initiate payment for Fund Shares by the
scheduled close of federal funds transmissions on such next following Business
Day after it places an order to
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purchase Fund 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 ("NYSE")
is open for trading and on which the Fund calculates its net asset value
pursuant to the rules of the SEC. The Fund will make its shares available
indefinitely for purchase at the applicable net asset value per share by
Hartford and its Accounts on those days on which the Fund calculates its net
asset value pursuant to the rules of the SEC, and the Fund shall use its best
efforts to calculate such net asset value on each day on which the NYSE is open
for trading. MFDI shall make the net-asset value per share for each of the Fund
available to HL on a daily basis as soon as reasonably practical after the Fund
calculates its net asset value per share, and MFDI shall use its best efforts to
make such net asset value per share available by 6:30 p.m. Eastern time. The
Fund is responsible for maintaining net asset values in accordance with the
requirements of the 1940 Act and its current prospectus. Shares of particular
Funds shall be ordered in such quantities and at such times as determined by
Hartford to be necessary to meet the requirements of the Contracts.
4.1 With respect to payment of the purchase price by Hartford and of the
redemption proceeds by MFDI, Hartford and MFDI shall net purchase and redemption
orders with respect to each Fund and shall transmit one net payment for all of
the Funds in accordance with Section 4.2 hereof.
4.2 In the event of net purchases, Hartford shall pay for the Shares of the
Funds in accordance with NSCC time frames on the next business day after an
order to purchase such shares is made in accordance with the provisions of
Section 4 hereof. In the event of net redemptions, MFDI shall pay the redemption
proceeds in accordance with NSCC time frames on the next business day after an
order to redeem such shares is made in accordance with the provisions of Section
8 hereof. All such payments shall be in federal funds transmitted by wire.
4.3 MFDI reserves the right to suspend or terminate sales of the Funds' shares
to Hartford and the Accounts if such action is required by law, or if the Board
of Trustees of the Funds (the "Board") while exercising its independent judgment
and acting in good faith and in light of its fiduciary duties under federal law
and any applicable state laws, deems it appropriate and in the best interests of
the Fund and its shareholders or in response to the order of an appropriate
regulatory authority.
5. The Contracts funded through the Account will provide for the allocation of
net amounts among certain subaccounts for investment in such Shares of the Funds
as may be offered from time to time in the Contracts. The selection of the
particular subaccount is to be made by the Contract owner and such selection may
be changed in accordance with the terms of the Contracts.
6. Transfer of the Funds' shares will be by book entry only. No stock
certificates will be issued to the Account. Shares ordered from a particular
Fund will be recorded by MFDI as instructed by HL in an appropriate title for
the corresponding Account or subaccount.
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7. MFDI shall furnish notice promptly to Hartford of any dividend or
distribution payable on any shares underlying subaccounts. HL hereby elects to
receive all such dividends and distributions as are payable on shares of a Fund
recorded in the title for the corresponding subaccount in additional shares of
that Fund. MFDI shall notify Hartford of the number of shares so issued. HL
reserves the right to revoke this election and to receive all such income
dividends and capital gain distributions in cash.
8. Fund Shares shall be redeemed in accordance with the terms of such Fund's
then current prospectus. For purposes of this Paragraph 8, HL shall be a
designee of MFDI for receipt of requests for redemption from each Account, and
receipt by such designee by the Close of Trading shall constitute receipt by
MFDI; provided that MFDI receives notice of such request for redemption by 9:30
a.m. Eastern time on the following Business Day. MFDI will receive all orders to
redeem Fund shares using the NSCC's Defined Contribution Clearance & Settlement
(DCC&S) platform. The Fund will also provide Hartford with account positions and
activity data using the NSCC's Networking platform. Payment for Fund shares
redeemed shall be made in accordance with this section using the NSCC's
Fund/SERV System. Payment shall be in federal funds transmitted by the NSCC to
the Separate Account's Settling Bank as designated by Hartford, on the same
Business Day the Trust receives notice of the redemption order from Hartford
provided that MFDI receives notice by 9:30 a.m. Eastern time on such Business
Day.
If Hartford is somehow prohibited from submitting redemption and settlement
instructions to MFDI for Fund Shares via the NSCC's DCC&S platform the following
shall apply to this Section:
MFDI agrees to redeem for cash upon Hartford's request, any full or fractional
Shares of the Funds held by Hartford on behalf of an Account, executing such
requests on a daily basis at the net asset value next computed after receipt and
acceptance by MFDI or its designee of the request for redemption. For purposes
of this Section, Hartford shall be the designee of MFDI for receipt of requests
for redemption from each Account and receipt by such designee shall constitute
receipt by MFDI; provided MFDI receives 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 Account as designated by Hartford, on
the same Business Day MFDI receives notice of the redemption order from Hartford
provided that MFDI receives notice by 9:30 a.m. Eastern time on such Business
Day. HL shall purchase and redeem Fund Shares offered by the then current
prospectus of such Fund in accordance with the provisions of such prospectus.
9. If MFDI provides materially incorrect share net asset value per share,
dividend or capital gain information through no fault of Hartford and such
errors are not corrected by 4 p.m. Eastern time the next Business Day (by
providing the incorrect and the correct NAV for each day that the error
occurred), MFDI shall be liable for the systems and out of pocket costs to make
all corrections to all Contract owner, participant, or beneficiary accounts with
respect to the Fund shares purchased or redeemed to reflect the correct net
asset value per share, dividend or capital gain information so that each
participant under a Contract is made whole. Any material error in the
calculation or reporting of net asset value per share, dividend or capital gain
information shall
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be reported promptly to Hartford upon discovery. MFDI shall reimburse Hartford
for all out of pocket expenses and employee time incurred for correcting such
incorrect information. The determination of whether an error in information is
material shall be in accordance with applicable SEC standards.
10. If Hartford provides incorrect processing information through no fault of
MFDI, the Funds shall be entitled to an adjustment with respect to the Fund
Shares purchased or redeemed to reflect the correct information. Any error in
the information provided by Hartford shall be reported to MFDI promptly upon
discovery.
11. MFDI shall pay all expenses incidental to its performance under this
Agreement. MFDI shall see to it that all Fund Shares are registered and
authorized for issue in accordance with applicable federal and state securities
laws prior to their purchase for the Account. MFDI shall bear the expenses for
the cost of registration of Fund Shares, preparation of prospectuses to be sent
to existing Contract owners, proxy materials and reports, the printing and
distribution of such items to each Contract owner who has allocated net amounts
to any Subaccount, the preparation of all statements and notices required from
it by any federal or state law, and taxes on the issue or transfer of the Funds'
shares subject to this Agreement. MFDI will make available to Hartford at its
request, at least once a year, with enough copies of its Statement of Additional
Information to be able to distribute one (1) to each Contract owner or
prospective Contract owner who requests such Statement of Additional
Information.
12. MFDI shall bear the expenses for the cost of preparation and delivery of
Fund prospectuses to be sent to prospective Contract owners in reasonable
quantities. MFDI shall provide, at its expense, such documentation (in camera
ready form) and other assistance as is reasonably necessary in order for
Hartford once each year (or more frequently if the prospectus for a Fund is
amended) to have the prospectus or prospectuses for the Contracts and the Funds'
prospectuses printed together in one (1) or more documents (such printing to be
done at Hartford's expense).
13. Hartford represents and warrants to MFDI that any information furnished in
writing by Hartford to MFDI for use in the registration statement of a Fund will
not result in the registration statement's failing to conform in all respects to
the requirements of the 1933 Act and the 1940 Act and the rules and regulations
thereunder or containing any untrue statement of a material fact or omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading.
14. Hartford and its affiliates shall make no representations concerning a
Fund's Shares except those contained in the then current prospectus of the Fund,
in such printed information subsequently issued on behalf of the Funds or other
funds managed by MFS as supplemental to the appropriate fund prospectus or in
materials approved by MFDI as provided in the Business Agreement in effect among
Hartford, MFDI, and MFS dated as of March 1, 1999 ("Business Agreement").
6
15. MFDI and Hartford each represents, warrants and covenants that:
(a) it shall perform any and all duties, functions, procedures and
responsibilities assigned to it under this Agreement and as otherwise
established by the NSCC in a competent manner and in compliance with (i) all
applicable laws, rules and regulations, including NSCC rules and procedures
relating to Fund/SERV, and; (ii) the then current prospectuses and statements of
additional information of the Funds; and
(b) it shall maintain facilities, equipment and skilled personnel sufficient to
perform the foregoing activities and to otherwise comply with the terms of this
Agreement.
16. Hartford agrees to indemnify and hold MFDI harmless against, any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) which MFDI may be subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements arising as a result of Hartford's (a)
making untrue statements of material facts or omitting material facts in the
Contracts' registration statement, prospectus or sales literature; (b) making
untrue statements of material facts that a Fund includes in its materials,
provided the Fund relies on information supplied by Hartford; (c) unlawful
conduct by Hartford with respect to the sale of the Contracts or Fund shares;
and (d) breaching this Agreement or a representation or warranty.
17. MFDI agrees to indemnify and hold Hartford harmless against, any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) which Hartford may be subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements arising as a result of MFDI's (a)
making untrue statements of material facts or omitting material facts in a
Fund's registration statement, prospectus or sales literature; (b) making untrue
statements of material facts that Hartford includes in its materials, provided
Hartford relies on information supplied by MFDI; (c) unlawful conduct by MFDI
with respect to the sale of the Contracts or Fund shares; and (d) breaching this
Agreement or a representation or warranty.
18. MFDI will reimburse Hartford certain of the administrative costs and
expenses incurred by Hartford as a result of the operations necessitated by the
beneficial ownership by Contract owners of Shares of the Funds each calendar
quarter in an amount equal to the applicable per annum rate listed on Schedule
B, attached hereto, of the average daily net assets attributable to Contracts
sold by Hartford that are invested in each Fund, multiplied by a fraction the
numerator of which is the number of days in the quarter and the denominator of
which is 365. Such amounts shall be paid within 30 days following the end of
each calendar quarter.
19. The parties understand that there is no intention to create a joint venture
in the subject matter of this Agreement. Accordingly, the right to terminate
this Agreement and to engage in any activity not inconsistent with this
Agreement is absolute. This Agreement will terminate:
(i) at the option of Hartford or MFDI upon ten (10) calendar days' prior
7
written notice to the other party if a final non-appealable
administrative or judicial decision is entered against the other
party which has a material impact on the Contracts;
(ii) at the option of Hartford, upon ten (10) calendar days' prior
written notice, if shares of the Funds are not reasonably available;
(iii) at the option of Hartford, immediately upon written notice, if the
Funds fail to meet the requirements for either diversification
under Section 817 or registered investment company status;
(iv) in the event the Funds' shares are not registered, issued or sold in
accordance with applicable state and/or federal law or such law
precludes the use of such shares as an underlying investment for the
Contracts issued or to be issued by Hartford; in such event prompt
notice shall be given by Hartford or MFDI to the other party; or
(v) by mutual agreement at any time.
The effective date for termination pursuant to any notice given under this
Paragraph shall be calculated beginning with the date of receipt of such notice.
20. All notices, consents, waivers, and other communications under this
Agreement must be in writing, and will be deemed to have been duly received (a)
when delivered by hand (with written confirmation of receipt), (b) when sent by
telecopier (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested, or (c) the day after it is
sent by a nationally recognized overnight delivery service, in each case to the
appropriate addresses and telecopier numbers set forth below (or to such other
addresses and telecopier numbers as a party may designate by notice to the other
parties):
IF TO HARTFORD:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Facsimile No.: 000-000-0000
WITH A COPY TO:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Facsimile No.: 000-000-0000
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IF TO MFDI:
MFS Fund Distributors, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxx, Xx.
Facsimile No.: 000 000-0000
WITH A COPY TO:
Massachusetts Financial Services Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Senior Vice President and
Associate General Counsel
Facsimile No.: 000 000-0000
21. If this Agreement terminates, any provision of this Agreement necessary to
the orderly windup of business under it will remain in effect as to that
business, after termination.
22. Notwithstanding any termination of this Agreement, MFDI shall, at the
option of Hartford, continue to make available additional Shares of the Funds
pursuant to the terms and conditions of this Agreement, for all Contracts in
effect on the effective date of termination of this Agreement (the "Existing
Contracts"), except as otherwise provided under Section 4.3 of this Agreement.
Specifically, without limitation, the owners of the Existing Contracts shall be
permitted to transfer or reallocate investments under the Contracts, redeem
investments in any Fund and/or invest in the Funds upon the making of additional
purchase payments under the Existing Contracts. Hartford agrees not to redeem
shares unless legitimately required to do so according to a Contract owner's
request or under an order from the SEC.
23. A copy of the Declaration of Trust relating to each Fund is on file with
the Secretary of State of The Commonwealth of Massachusetts. The obligations of
each Fund arising out of this instrument and under this Agreement are not
binding upon any of the Trustees, officers, employees, or shareholders, except
MFDI if it is a shareholder of a Fund individually, but bind only such Fund's
assets. When seeking satisfaction for any liability of a Fund in respect of this
Agreement, Hartford and the Account agree not to seek recourse against said
Trustees, officers, employees, or shareholders, or any of them, or any of their
personal assets for such satisfaction. Hartford also agrees that the obligations
of each Fund hereunder shall be several and not joint, in accordance with its
proportionate interest hereunder, and Hartford agrees not to proceed against any
Fund for the obligations of another Fund. Notwithstanding the foregoing, if
Hartford seeks satisfaction for any liability of a Fund in respect of this
Agreement, Hartford and the Account may seek recourse against MFDI.
9
24. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
25. This Agreement and the parties' rights, duties, and obligations under this
Agreement are not transferable or assignable by any of them without the express,
prior written consent of the other party hereto, with such consent not to be
unreasonably withheld. Any attempt by a party to transfer or assign this
Agreement or any of its rights, duties or obligations under this Agreement
without such consent is void.
26. In addition to any provision of this Agreement which specifically states
that it survives termination of this Agreement, the following Paragraphs also
shall survive any termination hereof: 16, 17, 20, 20-26.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested as of the date first above written.
HARTFORD LIFE INSURANCE COMPANY
(ON BEHALF OF THE ACCOUNT AND
ITSELF)
Attest: By: /s/ Xxxx Xxxxxxxx
------------------------------- -------------------------------
Xxxx Xxxxxxxx
Its: Assistant Actuary
MFS FUND DISTRIBUTORS, INC.
Attest: By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------- -------------------------------
Xxxxxxx X. Xxxxx, Xx.
Its: President
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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, UFC
SCHEDULE B
FUND APPLICABLE PER ANNUM RATE
-------------------------------------------------------------------
MFS Capital Opportunities Fund 40 bps (0.40%)
MFS High Income Fund 35 bps (0.35%)
MFS Massachusetts Investors
Growth Stock Fund 40 bps (0.40%)
MFS Utilities Fund 35 bps (0.35%)
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxx Xxxxxxxx
------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Actuary
Date: 9/20/2000
MFS FUND DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
Date: 9/18/2000
12
AMENDMENT NO. 1
TO
HARTFORD
RETAIL FUND PARTICIPATION AGREEMENT
BETWEEN
HARTFORD LIFE INSURANCE COMPANY
AND
MFS FUND DISTRIBUTORS, INC.
Hartford Life Insurance Company and MFS Fund Distributors, Inc. hereby amend the
Hartford Retail Participation Agreement ("Agreement"), dated as of September 1,
2000, by deleting Schedule B thereof and replacing it with the following:
SCHEDULE B
APPLICABLE PER
FUNDS ANNUM RATE
---------------------------------------------------------------------
MFS Capital Opportunities Fund 40 bps (0.40)%
MFS High Income Fund 35 bps (0.35)%
MFS Massachusetts investors Growth Stock Fund 35 bps (0.35)%
MFS Utilities Fund 35 bps (0.35)%
MFS Large Cap Growth Fund 40 bps (0.40)%
MFS Total Return Fund 35 bps (0.35)%
MFS Value Fund 40 bps (0.40)%
MFS Mid Cap Growth Fund 40 bps (0.40)%
MFS New Discovery Fund 40 bps (0.40)%
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representatives as of May 14,
2001.
HARTFORD LIFE INSURANCE COMPANY MFS FUND DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------ ------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Vice President Product & Title: President
Marketing
AMENDMENT NO. 2
To
HARTFORD
RETAIL FUND PARTICIPATION AGREEMENT
Between
HARTFORD LIFE INSURANCE COMPANY
And
MFS FUND DISTRIBUTORS, INC.
Hartford Life Insurance Company and MFS Fund Distributors, Inc. hereby amend the
Hartford
Retail Fund Participation Agreement ("Agreement"), dated as of
September 1, 2000, as amended on May 14, 2001, by deleting Schedule B and
replacing it with the following:
SCHEDULE B
FUNDS APPLICABLE PER ANNUM RATE
------------------------------------------------------------------------------------------------------
MFS Global Equity Fund
MFS Strategic Value Fund 50 basis points (0.50)%
MFS Research International Fund
MFS Strategic Growth Fund
MFS Mid Cap Growth Fund 45 basis points (0.45)%
MFS Large Cap Growth Fund
MFS New Discovery Fund
MFS Value Fund 40 basis points (0.40)%
MFS Capital Opportunities Fund
MFS Total Return Fund
MFS Massachusetts Investors Growth Stock Fund 35 basis points (0.35)%
MFS High Income Fund
MFS Utilities Fund
IN WITNESS HEREOF, each party has caused this Amendment to be executed in its
name and on behalf of its duly authorized representatives as of May 1, 2002.
HARTFORD LIFE INSURANCE COMPANY MFS FUND DISTRIBUTORS, INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President Title: Chairman
Date: 5-8-02 Date: May 3, 2002
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AMENDMENT NO. 3
To
HARTFORD
RETAIL FUND PARTICIPATION AGREEMENT
Between
HARTFORD LIFE INSURANCE COMPANY
And
MFS FUND DISTRUBUTORS, INC.
Hartford Life Insurance Company and MFS Fund Distributors, Inc. hereby amend the
Hartford
Retail Fund Participation Agreement ("Agreement"), dated as of
September 1, 2000. The parties agree as follows:
1. The sixth WHEREAS clause is deleted and replaced with the following;
"WHEREAS, to the extent permitted by applicable insurance laws and
regulation, Hartford intends to purchase Class A, R1, and R2 shares (the
"Shares") in one or more the Funds specified on Schedule B to fund the
Contracts, and MFDI intends to sell such Shares to the Accounts; and"
2. Schedule B is deleted and replaced with the following Schedule B:
SCHEDULE B
FUNDS APPLICABLE PER ANNUM RATE
------------------------------------------------------------------------------------------------------------
MFS Global Equity Fund-A 50 basis points (0.50)%
MFS Strategic Value Fund-A 50 basis points (0.50)%
MFS Strategic Value Fund (Class R2 Shares) 75 basis points (0.75)%
MFS Research International Fund-A 50 basis points (0.50)%
MFS Strategic Growth Fund-A 45 basis points (0.45)%
MFS Mid Cap Growth Fund-A 45 basis points (0.45)%
MFS Large Cap Growth Fund-A 45 basis points (0.45)%
MFS New Discovery Fund-A 45 basis points (0.45)%
MFS New Discovery Fund-A 75 basis points (0.75)%
MFS Value Fund-A 40 basis points (0.40)%
MFS Value Fund (Class R1 Shares) 50 basis points (0.50)%
MFS Capital Opportunities Fund-A 40 basis points (0.40)%
MFS Total Return Fund-A 35 basis points (0.35)%
MFS Total Return Fund (Class R1 Shares) 50 basis points (0.50)%
MFS Massachusetts Investors Trust-A 35 basis points (0.35)%
MFS Massachusetts Investors Trust (Class R2 Shares) 75 basis points (0.75)%
MFS Massachusetts Investors Growth Stock Fund-A 35 basis points (0.35)%
MFS High Income Fund-A 35 basis points (0.35)%
MFS High Income Fund (Class R2 Shares) 75 basis points (0.75)%
MFS Utilities Fund-A 35 basis points (0.35)%
1
FUNDS APPLICABLE PER ANNUM RATE
------------------------------------------------------------------------------------------------------------
MFS Utilities Fund (Class R1 Shares) 50 basis points (0.50)%
MFS Utilities Fund (Class R2 Shares) 75 basis points (0.75)%
MFS High-Yield Opportunities Fund-A 35 basis points (0.35)%
MFS International New Discovery Fund -A 45 basis points (0.45)%
MFS International New Discovery Fund (Class R1 Shares) 50 basis points (0.50)%
MFS International New Discovery Fund (Class R2 Shares) 75 basis points (0.75)%
MFS New Endeavor Fund-A 40 basis points (0.40)%
MFS New Endeavor Fund (Class R2 Shares) 75 basis points (0.75)%
MFS Research Fund-A 35 basis points (0.35)%
MFS Research Fund (Class R2 Shares) 75 basis points (0.75)%
MFS Research Bond Fund (Class R2 Shares) 75 basis points (0.75)%
MFS Total Return Fund (Class R2 Shares) 75 basis points (0.75)%
IN WITNESS HEREOF, each party has caused this Amendment to be executed in its
name and on behalf of its duly authorized representatives as of October 15,
2004.
HARTFORD LIFE INSURANCE COMPANY MFS FUND DISTRIBUTORS, INC.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: President
Date: 10-28-04 Date: 10/20/04
2
[LOGO]
MFS(SM)
INVESTMENT MANAGEMENT(R)
MFS Fund Distributors, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000-0000
000-000-0000 xxx.xxx
AMENDMENT TO PARTICIPATION AGREEMENT
Reference is made to the Hartford
Retail Fund Participation Agreement dated
September 1, 2000 (together with all amendments thereof and supplements and
exhibits thereto the "Agreement") between Hartford Life Insurance Company (the
"Service Provider") and MFS Fund Distributors, Inc. ("MFD"). Terms not otherwise
defined herein have the definitions ascribed to them in the Agreement. Except as
expressly amended hereby, the Agreement shall continue in full force and effect
and unamended. This Amendment to the Agreement (the "Amendment") shall take
effect as of January 1, 2006.
1. ADDITION OF MFS PARTY. MFS Service Center, Inc. ("MFSC"), which serves as
transfer agent with respect to each of the MFS Funds (each, a "Fund"), is hereby
added as a party to the Agreement for purposes of (i) receiving certain
representations, warranties and covenants from the Service Provider with respect
to the shareholder services provided pursuant to the Agreement and the Service
Provider's operations, controls and procedures, and (ii) advancing on behalf of
the Funds all or a portion of the fees payable under the Agreement to the extent
the Funds determine in their sole discretion that such payments are entitled to
reimbursement under the Funds' policies with respect to shareholder servicing
payments as in effect from time to time. MFD and MFSC are referred to
collectively as "MFS."
2. TRANSMISSION OF ORDERS. The Service Provider agrees it shall transmit orders
to purchase or redeem Shares to MFS or its designee according to the established
protocols of such MFS or its designee, as communicated to the Service Provider
by MFS or its designee from time to time, and that any loss resulting from the
Service Provider's failure to transmit an order in accordance with such
protocols shall be the sole responsibility of the Service Provider.
3. MAINTENANCE OF RECORDS. Each party or its designee shall maintain and
preserve all records as required by law to be maintained and preserved in
connection with providing the shareholder services and in making Shares
available to the Plan accounts. Upon the request of MFS, the Service Provider
shall provide copies of all the historical records relating to transactions
between the Funds and the Plan accounts, written communications regarding the
Funds to or from such Plan accounts and other materials, in each case to the
extent necessary for an MFS or any Fund to meet its recordkeeping obligations
under applicable law or regulation, including to comply with any request of a
governmental body or self-regulatory organization.
4. CALCULATION OF FEES; VERIFICATION OF DATA AND SERVICES. The Service Provider
acknowledges that MFS shall have exclusive responsibility for calculating
payments due to the Service Provider under the Agreement. If the Service
Provider maintains any information necessary to form the basis of the fee
calculation, the Service Provider will, at MFS' request, provide copies and
electronic files of all the historical records necessary to enable MFS or its
representatives to verify the accuracy of any information provided by the
Service Provider that forms the basis of the fee calculation. The Service
Provider agrees that it will permit MFS or its representatives to have
reasonable access to its employees and records for the purposes verifying the
Service Provider's compliance with the terms of this Agreement and verifying the
accuracy
of any information provided by the Service Provider that forms the basis of the
fee calculation. In addition, if requested by MFS, the Service Provider will
provide a certification (which may take the form of a control report or set of
agreed upon standards) satisfactory to MFS that certifies the accuracy of any
information provided by the Service Provider that forms the basis of the fee
calculation.
5. SOURCES OF PAYMENT. The parties agree and acknowledge that the source(s) of
fees provided for pursuant to this Agreement may, at the discretion of MFS, be
comprised of any one or more of the following: (i) shareholder servicing
payments paid directly or indirectly by MFSC and reimbursed by the Funds, (ii)
Rule 12b-1 service fees paid by the Funds to MFD, and indirectly to the Service
Provider in accordance with the Funds' Rule 12b-1 Plan, or (iii) program
servicing fees, paid by MFS or their affiliates from their own resources. The
source of payment may change from time to time among these sources at MFS'
discretion, and MFS shall have no obligation to inform the Service Provider as
to the source(s) of any payments.
6. BUSINESS CONTINUITY/DISASTER RECOVERY. The Service Provider represents,
warrants and covenants that it maintains in effect with appropriate parties one
or more agreements providing for the periodic backup of computer files and data
with respect to the Accounts and for emergency use of electronic data processing
equipment. The Service Provider shall maintain written emergency procedures that
provide for the operation of geographically diverse redundant facilities and the
back-up of computer files in the event of equipment failure or disaster. In the
event of equipment or system failures, the Service Provider shall, at no cost to
MFS or the Funds, take immediate steps to minimize service interruptions. In the
event that the Service Provider fails to implement the emergency procedures, the
Service Provider shall be liable for all losses incurred as a result of such
failure notwithstanding any other provision of this Agreement.
7. COMPLIANCE WITH PRIVACY LAWS AND REGULATIONS. MFS and the Service Provider
agree to take all steps necessary to comply with SEC Regulation S-P and other
applicable laws, rules and regulations protecting the privacy of consumer and
customer financial information. To the extent MFS provides the Service Provider
with any nonpublic personal information to perform services or functions on
their behalf, the Service Provider agrees not to disclose or use any such
information for any purpose other than to carry out the purposes for which MFS
disclosed the information or as permitted by law in the ordinary course of
business to carry out those purposes. To the extent the Service Provider
provides MFS with any nonpublic personal information to perform services or
functions on its behalf, MFS agrees not to disclose or use any such information
for any purpose other than to carry out the purposes for which the Service
Provider disclosed the information or as permitted by law in the ordinary course
of business to carry out those purposes. MFS and the Service Provider each
represent that they have adopted policies and procedures that address
administrative, technical, and physical safeguards for the protection of
customer records and information.
8. ANTI-MONEY LAUNDERING COMPLIANCE. The Service Provider agrees that it will
comply with all applicable federal, state and foreign laws, rules and
regulations regarding the detection and prevention of money laundering activity.
Without limiting the foregoing, to the extent that
the Service Provider is a financial institution subject to the USA Patriot Act
of 2001 and the Bank Secrecy Act (collectively, the "AML Acts"), which require
among other things, that financial institutions adopt compliance programs to
guard against money laundering, the Service Provider agrees that it will comply
with the AML Acts and applicable anti-money laundering rules of self-regulatory
organizations in all relevant respects. The Service Provider represents and
warrants that it has undertaken appropriate inquiry and due diligence regarding
the customers that the Service Provider introduces or on whose behalf the
Service Provider purchases Shares, and that, to the Service Provider's
knowledge, no such customers are individuals or entities identified on the lists
of prohibited persons administered by the Office of Foreign Assets Control, U.S.
Department of the Treasury (including the list of Specially Designated
Nationals), and are not nationals of or located in countries subject to the U.S.
embargo, including Iran, Libya, Sudan, and Cuba.
9. CONTROLS AND PROCEDURES. The Service Provider has implemented controls and
procedures that are reasonably designed to ensure compliance with applicable
laws and regulations, as well as the terms of the Agreement. Without limiting
the foregoing, these controls are reasonably designed to ensure, and MFS may
request certifications on an annual basis with respect to, each of the
following:
(a) The Service Provider will cooperate with MFS to ensure that orders
for Fund shares received by the Service Provider for each Fund
comply with the Fund's restrictions with respect to purchases,
transfers, redemptions and exchanges as set forth in the Fund's
prospectus and statement of additional information;
(b) Orders for Fund shares received by the Service Provider prior to the
Fund's pricing time set forth in its prospectus (i.e., the close of
the New York Stock Exchange -- normally 4:00 p.m. Eastern time) are
segregated from those received by the Service Provider at or after
such time, and are properly transmitted to the Funds (or their
agents) for execution at the current day's net asset value ("NAV");
and orders received by the Service Provider at or after such time are
properly transmitted to the Funds (or their agents) for execution at
the next day's NAV;
(c) If the Service Provider accepts orders for Funds that assess
redemption fees, all redemption fees, are calculated and submitted
to MFS on a timely basis, with respect to each individual
shareholder or participant account, in each case in accordance with
the then-current prospectus and statement of additional information
of each Fund;
(d) Compliance with applicable state securities laws, including without
limitation "blue sky" laws and related rules and regulations;
(e) Compliance with all applicable federal, state and foreign laws,
rules and regulations regarding the detection and prevention of
money laundering activity;
(f) Effective business continuity and disaster recovery systems;
(g) Any other party to whom the Service Provider assigns or delegates
any of its obligations under the Agreement, and has controls and
procedures that are reasonably designed to ensure, each of the
above.
11. OPERATIONS OF FUNDS. In no way shall the provisions of this Amendment or the
Agreement limit the authority of the Funds or MFS to take any action as it may
deem appropriate or advisable in connection with all matters relating to the
operation of such Fund and the sale of its shares.
12 Schedule B of the Agreement is deleted and replaced in its entirety with the
Schedule B attached hereto.
SCHEDULE B
THE ADMINISTRATIVE FEES
The Administrative Fees payable for each Account shall be calculated and paid on
a quarterly basis, in an amount equal to the average net asset value of Shares
of the Funds held by such Account during the quarter, multiplied by the
applicable per annum rate indicated below, multiplied by a fraction, the
numerator of which is the number of days in the quarter and the denominator of
which is 365. The Administrative Fees will be due and payable only with respect
to the Accounts which are identified in advance in writing by the Service
Provider or which are easily identifiable on MFS' systems as being the Service
Provider's accounts. The Service Provider will be solely responsible for
informing MFS in advance in writing of any changes to its trading methodologies
that would affect the Accounts.
FOR CLASS A SHARES
FUND NAME SERVICE FEE
---------------------------------------------------------------------
Massachusetts Investors Growth Stock Fund 0.35%
Massachusetts Investors Trust 0.35%
MFS(R) Capital Opportunities Fund 0.40%
MFS(R) Core Growth Fund 0.45%
MFS(R) Global Equity Fund 0.50%
MFS(R) High Income Fund 0.35%
MFS(R) High Yield Opportunities Fund 0.35%
MFS(R) International New Discovery Fund 0.45%
MFS(R) Mid Cap Growth 0.45%
MFS(R) New Discovery Fund 0.45%
MFS(R) New Endeavor Fund 0.40%
MFS(R) Research Fund 0.35%
MFS(R) Research Bond Fund 0.20%
FUND NAME SERVICE FEE
---------------------------------------------------------------------
MFS(R) Research International Fund 0.50%
MFS(R) Strategic Growth Fund 0.45%
MFS(R) Strategic Value Fund 0.50%
MFS(R) Total Return Fund 0.35%
MFS(R) Utilities Fund 0.35%
MFS(R) Value Fund 0.40%
MFS(R) International Growth Fund 0.50%
Payments will be limited to the MFS funds on the above-referenced schedule. MFS
in its discretion may in the future, modify or eliminate any amounts paid on
Class A Shares going forward. In addition, payments with respect to Class A
shares of any additional MFS Funds (beyond those included on the
above-referenced schedule) will require prior written approval of MFS.
FOR CLASS R SHARES
The Fee schedule for assets invested in Class R1, R2, R3, R4 and R5 Shares shall
be calculated and paid in accordance with each Fund's prospectus, as amended
from time to time. The Service Provider shall be entitled to receive Fees for
the Class R Shares only to the extent such Fees are received by MFS from the
Funds.
Currently, the Fee schedule for Class R1, R2, R3, R4 and R5 Shares is as
follows:
R1 CLASS R2 CLASS R3 CLASS* R4 CLASS R5 CLASS
--------------------------------------------------------------------------------------
12b-1 Fee 0.75 % 0.50 % 0.50 % 0.25 % 0.00 %
Plan Administration and Service Fee 0.45 % 0.40 % 0.25 % 0.25 % 0.10 %
Total Fee 1.20 % 0.90 % 0.75 % 0.50 % 0.10 %
------------
* Includes Shares formerly categorized as Class R2 Shares
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly
authorized officers as of 8/2/, 2006.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
MFS FUND DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
MFS SERVICE CENTER, INC.
By: /s/ Xxxxxxx Xxxxx Jago
---------------------------------
Name: Xxxxxxx Xxxxx Jago
Title: President
AMENDMENT NO. 5
TO THE
HARTFORD
RETAIL FUND PARTICIPATION AGREEMENT
BY AND AMONG
HARTFORD LIFE INSURANCE COMPANY,
MFS FUND DISTRIBUTORS, INC.,
AND
MFS SERVICE CENTER, INC.
THIS AMENDMENT dated March 3, 2008 (the "Amendment") to the Hartford
Retail Fund
Participation Agreement dated September 1, 2000 (together with all amendments,
supplements and exhibits thereto, the "Agreement") is made and entered into by
and among Hartford Life Insurance Company ("Hartford"), MFS Fund Distributors,
Inc., ("MFD") and MFS Service Center, Inc. ("MFSC"). Together, Hartford, MFD and
MFSC are referred to as the "Parties".
WHEREAS, each of the Parties wish to amend the Agreement by deleting Schedule B
to the Agreement and replacing it with Schedule B attached to this Amendment.
NOW, THEREFORE, the Parties hereby amend the Agreement as follows:
1. NEW SCHEDULE B. Schedule B to the Agreement is hereby deleted in its entirety
and replaced with Schedule B attached to this Amendment.
2. EFFECTIVE DATE. This Amendment is effective as of March 3, 2008.
3. UNMODIFIED TERMS. In all other respects, the terms of the Agreement remain in
full force and effect.
This Amendment may be executed in several counterparts, each of which shall be
deemed an original and all of which shall together constitute one and the same
instrument and shall become effective when two or more counterparts have been
signed by each of the parties and delivered to the other parties, including
delivery by facsimile, it being understood that all parties need not sign the
same counterpart.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
SCHEDULE B
TO THE
HARTFORD
RETAIL FUND PARTICIPATION AGREEMENT
BY AND AMONG
HARTFORD LIFE INSURANCE COMPANY,
MFS FUND DISTRIBUTORS, INC.,
AND
MFS SERVICE CENTER, INC.
FUNDS
For purposes of this Agreement the term "Funds" shall mean Class A and Class R
Shares of each open-end investment company which comprise the MFS Family of
Funds.
FEES
The Fees payable for each Account shall be calculated and paid on a quarterly
basis, in an amount equal to the average net asset value of Shares of the Funds
held by such Account during the quarter, multiplied by the applicable per annum
rate indicated below, multiplied by a fraction, the numerator of which is the
number of days in the quarter and the denominator of which is 365. The Fees will
be due and payable only with respect to the Accounts which are identified in
advance in writing by Hartford or which are easily identifiable on MFS' systems
as being Hartford's accounts. Hartford will be solely responsible for informing
MFS in advance in writing of any changes to its trading methodologies that would
affect the Accounts.
SHARE CLASS A R1 R2 R3 R4 R5
----------------------------------------------------------------------------------------------------------------
RULE 12b-1 FEE 25bp 100bp 50bp 50bp 25bp 0.00bp
ADMINISTRATIVE FEE 18 18 18 18 18 18
ADDITIONAL COMPENSATION (THROUGH DECEMBER 31, 2008) 24 24 19 19 24 9
ADDITIONAL COMPENSATION (EFFECTIVE JANUARY 1, 2009) 22 22 17 17 22 7
SHARE CLASS A R1 R2 R3 R4 R5
----------------------------------------------------------------------------------------------------------------
TOTAL (THROUGH DECEMBER 31, 2008) 67bp 142bp 87bp 87bp 67bp 27bp
TOTAL (EFFECTIVE JANUARY 1, 2009) 65bp 140bp 85bp 85bp 65bp 25bp
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly
authorized officers as of the first date written above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxx
--------------------------------
Name: Xxxxx Xxx
Title: Vice President
MFS FUND DISTRIBUTORS, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: President
MFS SERVICE CENTER, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
AMENDMENT NO. 6
TO THE
HARTFORD RETAIL FUND PARTICIPATION AGREEMENT
BY AND AMONG
HARTFORD LIFE INSURANCE COMPANY,
MFS FUND DISTRIBUTORS, INC.,
AND
MFS SERVICE CENTER, INC.
THIS AMENDMENT dated December 1, 2008 (the "AMENDMENT") to the Hartford Retail
Fund Participation Agreement dated September 1, 2000 (together with all
amendments, supplements and exhibits thereto, the "AGREEMENT") is made and
entered into by and among Hartford Life Insurance Company ("HARTFORD"), MFS Fund
Distributors, Inc., ("MFD") and MFS Service Center, Inc. ("MFSC"). Together,
Hartford, MFD and MFSC are referred to as the "PARTIES".
WHEREAS, each of the Parties wish to amend the Agreement by deleting SCHEDULE A
to the Agreement and replacing it with SCHEDULE A attached to this Amendment.
NOW, THEREFORE, the Parties hereby amend the Agreement as follows:
1. NEW SCHEDULE A. SCHEDULE A to the Agreement is hereby deleted in its
entirety and replaced with a new SCHEDULE A as follows:
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(k) MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
401(a), 403 AND 457 MARKET
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Two,
Separate Account Eleven, Separate Account Fourteen
1
2. A new second paragraph is added to Section 18 of the Agreement as follows:
"In the event of the insolvency or liquidation of Hartford, fees shall continue
to be payable directly to Hartford or its liquidator, receiver, conservator or
statutory successor, without diminution and reasonable provision for
verification by Hartford or its liquidator, receiver, conservator or statutory
successor."
3. A new paragraph is added to the end of Section 19 of the Agreement as
follows:
"At the end of the initial term of this Agreement, this Agreement may be
automatically renewed for successive one year periods, unless any party notifies
the others no later than thirty days before any anniversary of its intent to
terminate this Agreement."
4. This Amendment is effective as of December 1, 2008 ("EFFECTIVE DATE").
5. In all other respects, the terms of the Agreement remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly
authorized officers as of the first date written above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxx
------------------------------
Name: Xxxxx Xxx
Title: Senior Vice President
MFS FUND DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
MFS SERVICE CENTER, INC.
By: /s/ Xxxxxxx Xxxxx Jago
------------------------------
Name: Xxxxxxx Xxxxx Jago
Title: President
2
AMENDMENT NO. 7
TO THE
HARTFORD RETAIL FUND PARTICIPATION AGREEMENT
BY AND AMONG
HARTFORD LIFE INSURANCE COMPANY
MFS FUND DISTRIBUTORS, INC.,
AND
MFS SERVICE CENTER, INC.
The Hartford Retail Fund Participation Agreement dated September 1, 2000 by and
among Hartford Life Insurance Company, MFS Fund Distributors, Inc. ("MFDI"), and
MFS Service Center, Inc., as amended May 14, 2001, May 1, 2002, October 15,
2004, August 21, 2006, March 3, 2008 and December 1, 2008 (the "Agreement"), is
hereby amended as provided below, effective as of the earliest date set forth
below:
1. NEW PARTY TO THE AGREEMENT. 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. AMENDMENT TO SECTION 20. Section 20 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. NEW SECTION 27. A Section 27 is hereby added as follows:
"27. 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. NEW PARAGRAPH ADDED TO SCHEDULE B. The following paragraph is hereby added to
the end of the "Fees" section contained in SCHEDULE B of the Agreement:
"Fees paid in accordance with each Fund's Rule 12b-1 plan will be made payable
to Hartford's affiliate, HSD, a broker-dealer registered with the Securities
Exchange Commission under the Securities Act of 1934 and member of the Financial
Industry Regulatory Authority. Administrative Fees and Additional Compensation
will continue to be made payable to Hartford."
1
5. DEFINITIONS. All terms not herein defined shall have the meanings ascribed to
them in the Agreement.
6. In all other respects, the terms of the Agreement remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment to the
Agreement.
HARTFORD LIFE INSURANCE COMPANY HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
Xxxxxxx Xxxx Assistant Vice Xxxxxxx Xxxx Assistant Vice
President President
----------------------------------- -----------------------------------
Print name and title Print name and title
/s/ Xxxxxxx Xxxx /s/ Xxxxxxx Xxxx
----------------------------------- -----------------------------------
Signature Signature
12/2/11 12/2/11
----------------------------------- -----------------------------------
Date Date
MFS FUND DISTRIBUTORS, INC. MFS SERVICE CENTER, INC.
Xxxxx X. Xxxxxx, President Xxxxx X. Xxxxxxxx, COO
----------------------------------- -----------------------------------
Print name and title Print name and title
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxx
----------------------------------- -----------------------------------
Signature Signature
12/1/2011 12/1/2011
----------------------------------- -----------------------------------
Date Date
2
