AMENDMENT NO. 10
TO THE
HARTFORD RETAIL FUND PARTICIPATION AGREEMENT
BY AND AMONG
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC., HARTFORD LIFE
INSURANCE COMPANY, MFS FUND DISTRIBUTORS, INC. AND
MFS SERVICE CENTER, INC.
DATED JULY 1, 2014
WHEREAS, Hartford Securities Distribution Company, Inc. ("HSD"), Hartford
Life Insurance Company ("Hartford" or "Service Provider"), MFS Fund
Distributors, Inc. ("MFD") and MFS Service Center, Inc. ("MFSC" and,
collectively with MFD, "MFS") entered into a Hartford Retail Participation
Agreement, effective as of September 1, 2000, as amended (as amended to date,
the "Agreement"), relating to each investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act") (the "Trusts") and
each series thereof (or class of shares of a series thereof) listed in Schedule
B to the Agreement, as updated from time to time by the Company (each, a "Fund"
and collectively, the "Funds"); and
WHEREAS, the parties wish to amend the Agreement to effect certain fee
changes; and
WHEREAS, the terms of the Agreement permit the Agreement to be amended by
a written instrument approved in writing by both parties;
NOW THEREFORE, IT IS AGREED THAT:
1. Notwithstanding anything to the contrary in the Agreement, provided
that MFS shall not be required to pay any compensation other than as
provided by the terms of the Agreement, the Service Provider may
engage any of its affiliates to provide services with respect to the
performance of its obligations under the Agreement. Unless assigned
pursuant to the terms of the Agreement, such engagement shall not
represent an assignment of any rights or responsibilities, and the
Service Provider shall remain liable for the performance of its
obligations under the Agreement and for the acts and omissions of such
affiliates.
2. Notwithstanding anything to the contrary in the Agreement, the
Agreement shall not be assigned by any party without the prior written
consent of the other. Any attempted assignment without such consent
shall be null and void except that a party may assign, without the
consent of the other parties, its rights under the Agreement to an
entity controlled by or under common control with the assigning party,
or to an entity that is or is controlled by the successor in interest
to all or substantially all of the business of the assigning party,
provided (i) such party agrees in writing to assume all of the
assigning party's obligations under the Agreement, (ii) such party has
all registrations and qualifications required to provide the services
set forth herein and (iii) the assigning party provides 30 days prior
written notice of such assignment. In the event of an assignment in
contravention of this section, a non-assigning party may terminate
this Agreement immediately for cause (notwithstanding any other prior
notice requirement) effective as of the date of the attempted
assignment.
3. As provided for in the Agreement, MFS has designated Service Provider
to receive orders to purchase and redeem Shares on the Fund's behalf
for purposes of Rule 22c-1 under the 1940 Act. MFS further agrees
that, for purposes of compliance with Rule 22c-1 under the 1940 Act,
Service Provider may designate and authorize one or more of its
affiliates, as its agents ("Order Agents"), to receive and process
orders to purchase and redeem Shares. Service Provider represents and
warrants that it and each Order Agent has adopted and implemented
internal controls reasonably designed to prevent orders received after
the Close of Trading from being aggregated with orders received before
the Close of Trading. Service Provider and MFS agree that all orders
shall be executed at the Share price next computed by the Fund after
the time at which Service Provider, or an Order Agent, has received
the order.
4. Notwithstanding anything to the contrary in the Agreement, it is
understood by the parties that the expenses of delivery by Service
Provider to Plans of prospectuses, statements of additional
information, supplements thereto, summary prospectuses, proxy
materials, shareholder reports, and other communications initiated by
MFS relating to each Fund shall be borne by the MFS. Expenses of
delivery by Service Provider of pre-sale prospectuses or confirming
prospectuses shall be borne by Service Provider.
5. Schedule B of the Agreement is hereby restated in its entirety as
attached hereto.
6. The introductory paragraph of Section 9 of the amendment dated January
1, 2006 is hereby restated as follows:
9. CONTROLS AND PROCEDURES. 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 this Agreement. Without limiting the foregoing, these controls are
designed to ensure each of the objectives (a) through (f), below.
Service Provider shall, upon MFS's written request, supply MFS with a
compliance assessment, issued by a recognized independent accounting
firm selected by Service Provider, that is intended to address the
areas of focus contained in the update to the "Financial Intermediary
Controls and Compliance Assessment (▇▇▇▇▇) framework" as described by
the Investment Company Institute (ICI) in its January 24, 2014 press
release (the "Assessment"). Notwithstanding the foregoing, Service
Provider (and/or its appropriate representatives, fiduciaries and/or
corporate governance board committees) shall retain the sole
discretion to determine the scope of the Assessment, including (but
not necessarily limited to), which areas of focus would be included in
the Assessment. Service Provider shall also, upon MFS's written
request, supply MFS with a SSAE16 report (or similar service
organization control report). Service Provider is not required to
include an area of focus within the Assessment to the extent such area
of focus is addressed by the SSAE 16 report. In the alternative
Service Provider may, in lieu of the Assessment, provide MFS with
other documentation required to complete periodic due diligence.
Documentation may include the following: 1) a completed due diligence
questionnaire in a form prepared by MFS addressing Service Provider's
control structure and its performance of the Services in accordance
with the terms of this Agreement; 2) Service Provider's current
Independent Accountant's Review of Internal Controls Report (SSAE16 or
equivalent documentation which Provider shall cause to be prepared
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annually) and its AML policy, Market Timing and Late Trading Policies,
and Privacy Policy. Service Provider shall also provide such other
related information as MFS may reasonably request. Due diligence
requirements may be revised by MFS from time to time, in its sole
discretion, with prior written notice to the Service Provider.
In addition, Service Provider shall grant to MFS the right to audit
the Services of the Service Provider on an annual basis or, if
applicable, any designee which provides Services under this Agreement.
Service Provider shall permit MFS (and Service Provider shall use its
reasonable efforts to require any Sub-designee to permit MFS) to
conduct one audit per calendar year to ensure compliance with the
terms of this Agreement. MFS shall bear the expense of any such audit.
MFS agrees to provide Service Provider with reasonable notice of its
intention to conduct such an audit.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound have
caused this Amendment to be executed by their duly authorized officers or other
representatives as of the day and year first above written.
MFS FUND DISTRIBUTORS, INC. MFS SERVICE CENTER, INC
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Title: President Title: President
Address for Notices: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Address for Notices: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Global Distribution Support Attention: President
email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
HARTFORD SECURITIES HARTFORD LIFE INSURANCE
DISTRIBUTION COMPANY, INC. COMPANY
BY MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
ITS ADMINISTRATOR
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------ --------------------
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By:
Title: AVP, Trading & Clearing Title:
Address for Notices: Address for Notices:
Hartford Securities Distribution Company, Inc. Hartford Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ c/o Massachusetts Mutual Life Insurance
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Company
Attn: General Counsel ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. MIP M131
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: RS Fund Operations
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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SCHEDULE B
Effective Date: JULY 1, 2014
The following series or classes of the Trusts are "Funds" for purposes of this
Agreement, as are the Funds added subsequent to this Agreement currently offered
in the applicable Fund's then current prospectus. The fees described in this
Schedule B, as set forth in detail below, apply only to the Plans for which
Service Provider provides services.
I. Business Segments Traded under NSCC Firm # 4534 (where Hartford Life
Insurance Company is the Dealer of Record)
a. Existing Plans Only - Effective from effective date of amendment
until 12/31/2017
SHARE CLASS A R1 R2 R3 R4 R5
---------------------------------------------------------------------------
Administrative 15 bps 15 bps 15 bps 15 bps 15 bps 0 bps
Services Fee
Additional 23 bps 15 bps 15 bps 23 bps 5 bps 0 bps
Compensation
b. Existing Plans Only - Effective 01/01/2018
SHARE CLASS A R1 R2 R3 R4 RS
---------------------------------------------------------------------------
Administrative 15 bps 15 bps 15 bps 15 bps 15 bps 0 bps
Services Fee
Additional 15 bps 15 bps 15 bps 15 bps 5 bps 0 bps
Compensation
c. Service Provider agrees that no new Plans will be established
under this firm number after the effective date of this
amendment
NOTE: Notwithstanding the chart above, on assets invested in MFS Institutional
International Equity Fund no Administrative Services Fee or Additional
Compensation will be paid. On assets invested in MFS Cash Reserve, MFS Money
Market and MFS Government Money Market, no Additional Compensation will be paid.
II. General Provisions
The fees are paid at the annual rates listed above on the aggregate
average daily net asset value of the outstanding Shares of the Funds listed
above that are held by the Plans in the Accounts. The Administrative Services
Fee is paid by MFSC in consideration of the Service Provider's
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shareholder services. The Additional Compensation is paid by MFD from its own
resources. None of the fees constitute payment in any manner for investment
advisory services. In addition, to the extent HSD is the dealer of record for a
Plan, MFD pays to HSD a certain amount based on the aggregate average daily net
asset value of the outstanding Shares of the Funds listed above that are held by
such Plans in the Accounts from each Fund's Rule 12b-1 plan.
The fees shall be payable quarterly in arrears, within 30 days. The fees
shall be calculated and paid in an amount equal to the average net asset value
of Shares of the Funds held by each Account during the quarter, multiplied by
the applicable per annum rate, 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 Accounts which are identified
in advance in writing by Service Provider or which are easily identifiable on
MFS' systems as being Service Provider's accounts. 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. Service Provider shall
advise MFS within sixty (60) days of each quarter-end if it has not received
payment or disagrees with any payment, and the parties agree to work diligently
and in good faith to resolve any disagreements as to the calculation of fees
hereunder. Service Provider acknowledges and agrees that if it fails to so
notify MFS it waives any and all rights to receive such payment from MFS.
SERVICE PROVIDER:
ACH INSTRUCTIONS:
Bank Of America
Acct Name: Hartford Life Insurance Company
ABA # ▇▇▇▇▇▇▇▇▇
Acct # 0050213808
WIRING INSTRUCTIONS:
Bank of America
Acct# Hartford Life Insurance Company
ABA# ▇▇▇▇▇▇▇▇▇
Acct# 0050213808
PLEASE MAKE CHECKS PAYABLE TO:
Hartford Life Insurance Company
Attn: Finance, A3E/1
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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HSD:
ACH INSTRUCTIONS:
Bank Of America
Acct Name: Hartford Securities Distribution Company
ABA # ▇▇▇▇▇▇▇▇▇
Acct # 50451925
WIRING INSTRUCTIONS:
Bank of America
Acct Name: Hartford Securities Distribution Company
ABA# ▇▇▇▇▇▇▇▇▇
Acct# 50451925
PLEASE MAKE CHECKS PAYABLE TO:
Hartford Securities Distribution Company
Attn: Finance, A3E/1
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Wire, ACH and payment addresses are subject to change without necessitating an
amendment and any such change will be communicated to MFS by the Service
Provider or HSD.
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