FOURTH AMENDMENT TO RETAIL FUND PARTICIPATION AGREEMENT
RETAIL FUND PARTICIPATION AGREEMENT
This Fourth Amendment to Retail Fund Participation Agreement (“Amendment”) is entered into by and among Xxxx Xxxxx Investor Services, LLC, (the “Distributor”, “We” or “Us”), Hartford Life Insurance Company (the “Service Provider”, “You” or “Your”) and Hartford Securities Distribution Company, Inc. (“HSD”), collectively (the “Parties”), and is effective the latter of August 1, 2012 or the date of acceptance of this Amendment by the Distributor.
WHEREAS, the Parties entered into a Retail Fund Participation Agreement dated December 16, 2002, as amended April 24, 2007, February 5, 2009 and December 4, 2009 (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement;
WHEREAS, the Parties desire that Western Asset Management Company (“Western Asset”), a wholly-owned subsidiary of Xxxx Xxxxx, Inc. and an affiliate of Distributor, be added as a signatory for the purposes of this Amendment only with respect to the compensation provisions relating to the Western Asset family of mutual funds;
WHEREAS, the Parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth herein, the Parties agree as follows:
1. Schedule B of this Amendment, attached hereto, supersedes and replaces in its entirety the Schedule B of the Agreement. Your compensation for each fund shown in this Amendment will be as shown in Schedule B.
2. Anti-Bribery & Corruption.
The Parties represent and warrant to each other that each understands the requirements of all applicable laws, rules or regulations relating to bribery and corruption in connection with this Agreement. Each party represents and warrants to the others that each will fully and faithfully comply with such laws, rules or regulations in connection with all activities under or in any way connected with this Agreement.
3. Blue Sky Registrations.
Distributor shall notify Service Provider of the states or other jurisdictions in which Shares are not currently available for sale to the public. Distributor shall have no obligation to register or make available Shares in any particular state or jurisdiction. Service Provider represents and warrants that it will not offer Shares of any Fund or Series for sale in any state or jurisdiction where such Shares may not be legally sold or where Service Provider is not qualified to act as a broker-dealer or is otherwise exempt from such qualification. Service Provider also represents and warrants that it will not offer Shares of any Fund in any foreign country unless authorized by Distributor. Under this Agreement, Service Provider trades shares in an omnibus account.
4. Notices.
Notices required by this Agreement should be sent as follows:
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You: |
c/o Hartford Life Insurance Company |
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000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 |
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Attn: [Redacted], Retirement Plans BIE |
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Fax: 000-000-0000 |
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Distributor: |
c/x Xxxx Xxxxx |
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000 Xxxxxxxx Xxxxx, 0xx Xxxxx |
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Xxxxxxxx, XX 00000 |
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Attn: Business Development |
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Fax: 000-000-0000 |
5. Effectiveness of Payment Obligations.
No compensation, fees or payment obligations contemplated by this Agreement will accrue until the date that the Agreement is executed by the Distributor.
6. Addition to Article V. Fees and Expenses.
A new Section 5.2 shall be added to Article V of the Agreement as follows:
5.2 Service Provider shall provide Distributor with an invoice for the fees, accompanied by supporting schedules, in an electronic format that can be easily manipulated. The supporting schedules shall include CUSIPS, Fund Names and share classes. Service Provider shall provide assets, number of participant accounts, billing rate and fee calculation for each CUSIP.
5.3 12b-1 fees shall be paid to HSD and recordkeeping fees shall be paid to HLI.
7. To the extent the Agreement contains the following language: “For any individual Fund for which both Class A and Class FI shares are available to investors under this Agreement, only Class FI shares may be offered to new Retirement Plans. Class A shares may continue to be offered to any Retirement Plan that currently purchases Class A shares of that Fund or of any predecessor Fund.”, this language is deleted in its entirety effective on or about August 1, 2012. Service Provider and HSD shall reference each Funds Prospectus for eligibility criteria.
8. Other Terms.
Other than the foregoing, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect and are ratified and confirmed in all respects by the Parties to this Amendment.
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Xxxx Xxxxx Investor Services, LLC |
Hartford Life Insurance Company | |||
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By: |
[Redacted] |
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By: |
[Redacted] |
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Name: |
[Redacted] |
Name: |
[Redacted] | |
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Title: |
Managing Director |
Title: |
AVP | |
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Date: |
7/24/12 |
Date: |
7/17/12 | |
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Acknowledged and Agreed to: |
Hartford Securities Distribution Company, Inc. | |||
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Western Asset Management Company |
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By: |
[Redacted] |
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By: |
[Redacted] |
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Name: |
[Redacted] |
Name: |
[Redacted] | |
|
Title: |
Head of New York Operations/Client Service/Marketing |
Title: |
AVP | |
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Date: |
7/30/12 |
Date: |
7/17/12 | |
SCHEDULE B
Xxxx Xxxxx Class A-Funds with annual compensation on assets comprised of 12b-l (which is currently 25bps) and recordkeeping fees of 30bps. The recordkeeping fees may be comprised of fund payments, revenue share or a combination of the two.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
|
Xxxx Xxxxx Batterymarch Global Equity Fund |
|
A |
|
CFIPX |
|
00000X000 |
|
|
Xxxx Xxxxx Batterymarch U.S. Large Cap Equity Fund |
|
A |
|
LMUPX |
|
00000X000 |
|
|
Xxxx Xxxxx Capital Management All Cap Fund |
|
A |
|
SPAAX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Aggressive Growth Fund |
|
A |
|
SHRAX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Appreciation Fund |
|
A |
|
SHAPX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Equity Fund |
|
A |
|
LMQAX |
|
524695202 |
|
|
Xxxx Xxxxx ClearBridge Equity Income Builder Fund |
|
A |
|
SOPAX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Fundamental All Cap Value Fund |
|
A |
|
SHFVX |
|
00000X000 |
|
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Xxxx Xxxxx ClearBridge Large Cap Value Fund |
|
A |
|
SINAX |
|
00000X000 |
|
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Xxxx Xxxxx ClearBridge Large Cap Growth Fund |
|
A |
|
SBLGX |
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00000X000 |
|
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Xxxx Xxxxx ClearBridge Mid Cap Core Fund |
|
A |
|
SBMAX |
|
00000X000 |
|
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Xxxx Xxxxx ClearBridge Small Cap Growth Fund |
|
A |
|
SASMX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Small Cap Value Fund |
|
A |
|
SBVAX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Tactical Dividend Income Fund |
|
A |
|
CFLGX |
|
00000X000 |
|
|
Xxxx Xxxxx Esemplia Emerging Markets Equity Fund |
|
A |
|
SMKAX |
|
00000X000 |
|
|
Xxxx Xxxxx Global Currents International All Cap Opportunity Fund |
|
A |
|
SBIEX |
|
00000X000 |
|
|
Xxxx Xxxxx Investment Counsel Financial Services Fund |
|
A |
|
SBFAX |
|
52469Rl05 |
|
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Xxxx Xxxxx Investment Counsel Social Awareness Fund |
|
A |
|
SSIAX |
|
52469Al02 |
|
|
Western Asset Adjustable Rate Income Fund |
|
A |
|
ARMZX |
|
00000X000 |
|
|
Western Asset Corporate Bond Fund |
|
A |
|
SIGAX |
|
00000X000 |
|
|
Western Asset Emerging Markets Debt Portfolio |
|
A |
|
LWEAX |
|
00000X000 |
|
|
Western Asset Global High Yield Bond Fund |
|
A |
|
SAHYX |
|
00000X000 |
|
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Western Asset High Income Fund |
|
A |
|
SHIAX |
|
00000X000 |
|
|
Western Asset Mortgage Backed Securities Fund |
|
A |
|
SGVAX |
|
00000X000 |
|
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Western Asset Short-Term Bond Fund |
|
A |
|
SBSTX |
|
00000X000 |
|
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Western Asset Strategic Income Fund |
|
A |
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SDSAX |
|
00000X000 |
|
Xxxx Xxxxx Class A-Funds with annual compensation on assets comprised of 12b-l (which is currently 25bps) and recordkeeping fees of 25bps. The recordkeeping fees may be comprised of fund payments, revenue share or a combination of the two.
|
Fund Name |
|
Class |
|
Ticker |
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CUSIP |
|
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Xxxx Xxxxx XX Absolute Return Opportunities Fund |
|
A |
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LROAX |
|
524686722 |
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Xxxx Xxxxx XX Diversified Large Cap Value Fund |
|
A |
|
LBWAX |
|
524686789 |
|
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Xxxx Xxxxx XX Global Opportunities Bond Fund |
|
A |
|
GOBAX |
|
524686383 |
|
|
Xxxx Xxxxx XX International Opportunities Bond Fund |
|
A |
|
LWOAX |
|
524686656 |
|
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Xxxx Xxxxx Target Retirement 2015 Fund |
|
A |
|
LMFAX |
|
524701704 |
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Xxxx Xxxxx Target Retirement 2020 Fund |
|
A |
|
LMWAX |
|
00000X000 |
|
|
Xxxx Xxxxx Target Retirement 2025 Fund |
|
A |
|
LMXAX |
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524701779 |
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Xxxx Xxxxx Target Retirement 2030 Fund |
|
A |
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LMVAX |
|
524701712 |
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Xxxx Xxxxx Target Retirement 2035 Fund |
|
A |
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LMNAX |
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00000X000 |
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Xxxx Xxxxx Target Retirement 2040 Fund |
|
A |
|
LMYAX |
|
00000X000 |
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Xxxx Xxxxx Target Retirement 2045 Fund |
|
A |
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LMKAX |
|
00000X000 |
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Xxxx Xxxxx Target Retirement 2050 Fund |
|
A |
|
LMJAX |
|
00000X000 |
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Xxxx Xxxxx Target Retirement Fund |
|
A |
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LMPAX |
|
00000X000 |
|
Xxxx Xxxxx Class A-Funds with annual compensation on assets comprised of 12b-1 (which is currently 25bps) and recordkeeping fees of 15bps.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
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|
Xxxx Xxxxx Batterymarch Emerging Markets Trust |
|
A |
|
LMRAX |
|
524686177 |
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Xxxx Xxxxx Batterymarch International Equity Trust |
|
A |
|
LMEAX |
|
524686292 |
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Xxxx Xxxxx Batterymarch U.S. Small Cap Equity Portfolio |
|
A |
|
LMBAX |
|
524686433 |
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|
Xxxx Xxxxx Capital Management Disciplined Equity Research Fund |
|
A |
|
LCDAX |
|
524686854 |
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Xxxx Xxxxx Capital Management Growth Trust |
|
A |
|
LGGAX |
|
524686540 |
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Xxxx Xxxxx Capital Management Opportunity Trust |
|
A |
|
LGOAX |
|
00000X000 |
|
|
Xxxx Xxxxx Capital Management Special Investment Trust |
|
A |
|
LMSAX |
|
524686482 |
|
|
Xxxx Xxxxx Capital Management Value Trust |
|
A |
|
LGVAX |
|
524686623 |
|
|
Xxxx Xxxxx ClearBridge Mid Cap Growth Fund |
|
A |
|
LBGAX |
|
00000X000 |
|
|
Xxxx Xxxxx Global Currents International Small Cap Opportunity Fund |
|
A |
|
LCOAX |
|
00000X000 |
|
|
Xxxx Xxxxx Lifestyle Allocation 30% |
|
A |
|
SBCPX |
|
00000X000 |
|
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Xxxx Xxxxx Lifestyle Allocation 50% |
|
A |
|
SBBAX |
|
00000X000 |
|
|
Xxxx Xxxxx Lifestyle Allocation 70% |
|
A |
|
SCGRX |
|
00000X000 |
|
|
Xxxx Xxxxx Lifestyle Allocation 85% |
|
A |
|
SCHAX |
|
00000X000 |
|
|
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund |
|
A |
|
LPTAX |
|
00000X000 |
|
|
Xxxx Xxxxx Strategic Real Return Fund |
|
A |
|
LRRAX |
|
524686607 |
|
Xxxx Xxxxx Class A- Funds with annual compensation on assets comprised of 12b-1 (which is currently 20bps).
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
|
Xxxx Xxxxx Batterymarch S&P 500 Index Fund |
|
A |
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SBSPX |
|
00000X000 |
|
Xxxx Xxxxx Class FI - Funds with annual compensation on assets comprised of 12b-1 (which is currently 25bps) and recordkeeping fees of 25bps. The recordkeeping fees may be comprised of fund payments, revenue share or a combination of the two.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
|
Xxxx Xxxxx Batterymarch U.S. Large Cap Equity Fund |
|
FI |
|
LMUSX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Aggressive Growth Fund |
|
FI |
|
LMPFX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Appreciation Fund |
|
FI |
|
LMPIX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Equity Income Builder Fund |
|
FI |
|
LBRIX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Large Cap Growth Fund |
|
FI |
|
LMPGX |
|
00000X000 |
|
|
Xxxx Xxxxx ClearBridge Small Cap Growth Fund |
|
FI |
|
LMPSX |
|
00000X000 |
|
|
Xxxx Xxxxx Target Retirement 2015 Fund |
|
FI |
|
LMMFX |
|
00000X000 |
|
|
Xxxx Xxxxx Target Retirement 2020 Fund |
|
FI |
|
LMWFX |
|
00000X000 |
|
|
Xxxx Xxxxx Target Retirement 2025 Fund |
|
FI |
|
LMXFX |
|
00000X000 |
|
|
Xxxx Xxxxx Target Retirement 2030 Fund |
|
FI |
|
LMQFX |
|
00000X000 |
|
|
Xxxx Xxxxx Target Retirement 2035 Fund |
|
FI |
|
LMEFX |
|
00000X000 |
|
|
Xxxx Xxxxx Target Retirement 2040 Fund |
|
FI |
|
LMYFX |
|
00000X000 |
|
|
Xxxx Xxxxx Target Retirement 2045 Fund |
|
FI |
|
LMKFX |
|
00000X000 |
|
|
Xxxx Xxxxx Target Retirement 2050 Fund |
|
FI |
|
LMJFX |
|
00000X000 |
|
|
Xxxx Xxxxx Target Retirement Fund |
|
FI |
|
LMRPX |
|
00000X000 |
|
Xxxx Xxxxx Class FI- Funds with annual compensation on assets comprised of 12b-l (which is currently 25bps) and recordkeeping fees of 20bps.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
|
Note 3Legg Xxxxx ClearBridge Mid Cap Growth Fund |
|
FI |
|
TBD |
|
00000X000 |
|
|
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund |
|
FI |
|
LPTFX |
|
00000X000 |
|
|
Western Asset Emerging Markets Debt Portfolio |
|
FI |
|
LMWDX |
|
00000X000 |
|
|
Note 3 Western Asset Short Term Yield Fund |
|
FI |
|
TBD |
|
00000X000 |
|
Xxxx Xxxxx Class FI - Funds with annual compensation on assets comprised of 12b-1 (which is currently 25bps) and recordkeeping fees of 15bps.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
Xxxx Xxxxx Batterymarch Emerging Markets Trust |
|
FI |
|
LGFMX |
|
524686219 |
|
Xxxx Xxxxx Batterymarch International Equity Trust |
|
FI |
|
LGFEX |
|
524686268 |
|
Xxxx Xxxxx Batterymarch U.S. Small Cap Equity Portfolio |
|
FI |
|
LGSCX |
|
524686342 |
|
Xxxx Xxxxx XX Absolute Return Opportunities Fund |
|
FI |
|
LBAFX |
|
524686698 |
|
Note3 Xxxx Xxxxx XX Diversified Large Cap Value Fund |
|
FI |
|
TBD |
|
524686763 |
|
Xxxx Xxxxx XX Global Opportunities Bond Fund |
|
FI |
|
GOBFX |
|
524686326 |
|
Xxxx Xxxxx XX International Opportunities Bond Fund |
|
FI |
|
LWOFX |
|
524686300 |
|
Note 3Legg Xxxxx Capital Management Disciplined Equity Research Fund |
|
FI |
|
TBD |
|
524686839 |
|
Xxxx Xxxxx Capital Management Growth Trust |
|
FI |
|
LMGFX |
|
524686516 |
|
Xxxx Xxxxx Capital Management Opportunity Trust |
|
FI |
|
LMOFX |
|
00000X000 |
|
Xxxx Xxxxx Capital Management Special Investment Trust |
|
FI |
|
LGASX |
|
524686458 |
|
Xxxx Xxxxx Capital Management Value Trust |
|
FI |
|
LMVFX |
|
524686565 |
|
Note 3Legg Xxxxx Strategic Real Return Fund |
|
FI |
|
TBD |
|
524686805 |
Xxxx Xxxxx Class I - Funds with annual compensation on assets comprised of recordkeeping fees of 15bps.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
Xxxx Xxxxx Batterymarch Emerging Markets Trust |
|
I |
|
LGEMX |
|
524686227 |
|
Xxxx Xxxxx Batterymarch Global Equity Fund |
|
I |
|
SMYIX |
|
00000X000 |
|
Xxxx Xxxxx Batterymarch International Equity Trust |
|
I |
|
LGIEX |
|
524686276 |
|
Xxxx Xxxxx Batterymarch U.S. Large Cap Equity Fund |
|
I |
|
LMTIX |
|
00000X000 |
|
Xxxx Xxxxx Batterymarch U.S. Small Cap Equity Portfolio |
|
I |
|
LMSIX |
|
524686359 |
|
Xxxx Xxxxx XX Absolute Return Opportunities Fund |
|
I |
|
LROIX |
|
524686672 |
|
Xxxx Xxxxx XX Diversified Large Cap Value Fund |
|
I |
|
LBWIX |
|
524686755 |
|
Xxxx Xxxxx XX Global Opportunities Bond Fund |
|
I |
|
GOBIX |
|
524686334 |
|
Xxxx Xxxxx XX International Opportunities Bond Fund |
|
I |
|
LWOIX |
|
524686409 |
|
Xxxx Xxxxx Capital Management All Cap Fund |
|
I |
|
LACIX |
|
00000X000 |
|
Xxxx Xxxxx Capital Management Disciplined Equity Research Fund |
|
I |
|
LGMIX |
|
524686821 |
|
Xxxx Xxxxx Capital Management Growth Trust |
|
I |
|
LMGNX |
|
524686524 |
|
Xxxx Xxxxx Capital Management Opportunity Trust |
|
I |
|
LMNOX |
|
00000X000 |
|
Xxxx Xxxxx Capital Management Special Investment Trust |
|
I |
|
LMNSX |
|
524686466 |
|
Xxxx Xxxxx Capital Management Value Trust |
|
I |
|
LMNVX |
|
524686573 |
|
Xxxx Xxxxx ClearBridge Aggressive Growth Fund |
|
I |
|
SAGYX |
|
00000X000 |
|
Xxxx Xxxxx ClearBridge Appreciation Fund |
|
I |
|
SAPYX |
|
00000X000 |
|
Xxxx Xxxxx ClearBridge Equity Fund |
|
I |
|
LMQIX |
|
524695509 |
|
Xxxx Xxxxx ClearBridge Equity Income Builder Fund |
|
I |
|
SOPYX |
|
00000X000 |
|
Xxxx Xxxxx ClearBridge Fundamental All Cap Value Fund |
|
I |
|
SFVYX |
|
00000X000 |
|
Xxxx Xxxxx ClearBridge Large Cap Value Fund |
|
I |
|
SAIFX |
|
00000X000 |
|
Xxxx Xxxxx ClearBridge Large Cap Growth Fund |
|
I |
|
SBLYX |
|
00000X000 |
|
Xxxx Xxxxx ClearBridge Mid Cap Core Fund |
|
I |
|
SMBYX |
|
00000X000 |
|
Xxxx Xxxxx ClearBridge Mid Cap Growth Fund |
|
I |
|
LBGIX |
|
00000X000 |
|
Xxxx Xxxxx ClearBridge Small Cap Growth Fund |
|
I |
|
SBPYX |
|
00000X000 |
|
Xxxx Xxxxx ClearBridge Small Cap Value Fund |
|
I |
|
SMCYX |
|
00000X000 |
|
Xxxx Xxxxx ClearBridge Tactical Dividend Income Fund |
|
I |
|
LADIX |
|
00000X000 |
|
Xxxx Xxxxx Esemplia Emerging Markets Equity Fund |
|
I |
|
SBEYX |
|
00000X000 |
|
Xxxx Xxxxx Global Currents International All Cap Opportunity Fund |
|
I |
|
SBIYX |
|
00000X000 |
|
Xxxx Xxxxx Global Currents International Small Cap Opportunity Fund |
|
I |
|
LCOIX |
|
00000X000 |
|
Xxxx Xxxxx Investment Counsel Financial Services Fund |
|
I |
|
LMRIX |
|
00000X000 |
|
Xxxx Xxxxx Investment Counsel Social Awareness Fund |
|
I |
|
LMRNX |
|
00000X000 |
|
Xxxx Xxxxx Lifestyle Allocation 30% |
|
I |
|
LMGIX |
|
00000X000 |
|
Xxxx Xxxxx Lifestyle Allocation 50% |
|
I |
|
LMEIX |
|
00000X000 |
|
Xxxx Xxxxx Lifestyle Allocation 70% |
|
I |
|
LLAIX |
|
00000X000 |
|
Xxxx Xxxxx Lifestyle Allocation 85% |
|
I |
|
LANIX |
|
00000X000 |
|
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund |
|
I |
|
LPTIX |
|
00000X000 |
|
Xxxx Xxxxx Strategic Real Return Fund |
|
I |
|
LRRIX |
|
524686888 |
|
Xxxx Xxxxx Target Retirement 2015 Fund |
|
I |
|
LMFIX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2020 Fund |
|
I |
|
LMWIX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2025 Fund |
|
I |
|
LMXIX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2030 Fund |
|
I |
|
LMVIX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2035 Fund |
|
I |
|
LMNIX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2040 Fund |
|
I |
|
LMNRX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2045 Fund |
|
I |
|
LMKIX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2050 Fund |
|
I |
|
LMJIX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement Fund |
|
I |
|
LMIMX |
|
00000X000 |
|
Western Asset Adjustable Rate Income Fund |
|
I |
|
SBAYX |
|
00000X000 |
|
Western Asset Corporate Bond Fund |
|
I |
|
SIGYX |
|
00000X000 |
|
Western Asset Emerging Markets Debt Portfolio |
|
I |
|
SEMDX |
|
00000X000 |
|
Western Asset Global High Yield Bond Fund |
|
I |
|
SHYOX |
|
00000X000 |
|
Note1 Western Asset High Income Fund |
|
I |
|
SHIYX |
|
00000X000 |
|
Western Asset Mortgage Backed Securities Fund |
|
I |
|
SGSYX |
|
00000X000 |
|
Western Asset Short Term Bond Fund |
|
I |
|
SBSYX |
|
00000X000 |
|
Note 3 Western Asset Short Term Yield Fund |
|
I |
|
WTYIX |
|
00000X000 |
|
Western Asset Strategic Income Fund |
|
I |
|
SDSYX |
|
00000X000 |
Xxxx Xxxxx Class R- Funds with annual compensation on assets comprised of 12b-1 (which is currently 50bps) and recordkeeping fees of 30bps. The recordkeeping fees may be comprised of fund payments, revenue share or a combination of the two.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
Xxxx Xxxxx Clearbridge Aggressive Growth Fund |
|
R |
|
LMPRX |
|
00000X000 |
|
Xxxx Xxxxx Clearbridge Appreciation Fund |
|
R |
|
LMPPX |
|
00000X000 |
|
Xxxx Xxxxx Clearbridge Equity Income Builder Fund |
|
R |
|
LMMRX |
|
00000X000 |
|
Xxxx Xxxxx Clearbridge Large Cap Growth Fund |
|
R |
|
LMPLX |
|
00000X000 |
|
Xxxx Xxxxx Clearbridge Mid Cap Core Fund |
|
R |
|
LMREX |
|
00000X000 |
|
Note3 Xxxx Xxxxx Clearbridge Mid Cap Growth Fund |
|
R |
|
TBD |
|
00000X000 |
|
Xxxx Xxxxx Clearbridge Small Cap Growth Fund |
|
R |
|
LMPOX |
|
00000X000 |
Xxxx Xxxxx Class R- Funds with annual compensation on assets comprised of 12b-1 (which is currently 50bps) and recordkeeping fees of 25bps. The recordkeeping fees may be comprised of fund payments, revenue share or a combination of the two.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
Xxxx Xxxxx Batterymarch U.S. Large Cap Equity Fund |
|
R |
|
LMUOX |
|
00000X000 |
|
Xxxx Xxxxx XX Absolute Return Opportunities Fund |
|
R |
|
LBAFX |
|
524686680 |
|
Note 3 Xxxx Xxxxx XX Diversified Large Cap Value Fund |
|
R |
|
TBD |
|
524686748 |
|
Xxxx Xxxxx XX Global Opportunities Bond Fund |
|
R |
|
LBORX |
|
524686367 |
|
Xxxx Xxxxx XX International Opportunities Bond Fund |
|
R |
|
LWORX |
|
524686631 |
|
Xxxx Xxxxx Target Retirement 2015 Fund |
|
R |
|
LMFRX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2020 Fund |
|
R |
|
LMWRX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2025 Fund |
|
R |
|
LMXRX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2030 Fund |
|
R |
|
LMQRX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2035 Fund |
|
R |
|
LMRRX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2040 Fund |
|
R |
|
LMYRX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2045 Fund |
|
R |
|
LMKRX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement 2050 Fund |
|
R |
|
LMJRX |
|
00000X000 |
|
Xxxx Xxxxx Target Retirement Fund |
|
R |
|
LMERX |
|
00000X000 |
Xxxx Xxxxx Class R- Funds with annual compensation on assets comprised of 12b-1 (which is currently 50bps) and recordkeeping fees of 20bps.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
Xxxx Xxxxx Batterymarch Emerging Markets Trust |
|
R |
|
LBERX |
|
524686185 |
|
Xxxx Xxxxx Batterymarch International Equity Trust |
|
R |
|
LMIRX |
|
524686250 |
|
Note 3Legg Xxxxx Batterymarch U.S. Small Cap Equity Portfolio |
|
R |
|
LMBRX |
|
524686417 |
|
Note 3Legg Xxxxx Capital Management Disciplined Equity Research Fund |
|
R |
|
TBD |
|
524686813 |
|
Xxxx Xxxxx Capital Management Growth Trust |
|
R |
|
LMGRX |
|
524686490 |
|
Xxxx Xxxxx Capital Management Opportunity Trust |
|
R |
|
LMORX |
|
00000X000 |
|
Xxxx Xxxxx Capital Management Special Investment Trust |
|
R |
|
LMARX |
|
524686441 |
|
Xxxx Xxxxx Capital Management Value Trust |
|
R |
|
LMVRX |
|
524686557 |
|
Note 3Legg Xxxxx Strategic Real Return Fund |
|
R |
|
TBD |
|
524686862 |
Xxxx Xxxxx Class O - Funds with no annual compensation on assets.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
Xxxx Xxxxx ClearBridge Equity Fund |
|
0 |
|
SABRX |
|
524695103 |
Western Asset Class A- Funds with annual compensation on assets comprised of 12b-1 (which is currently 25bps) and recordkeeping fees of 25bps. The recordkeeping fees may be comprised of fund payments, revenue share or a combination of the two.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
Western Asset Core Bond Fund |
|
A |
|
WABAX |
|
957663495 |
|
Western Asset Core Plus Bond Fund |
|
A |
|
WAPAX |
|
957663461 |
|
Western Asset Global Multi-Sector Fund |
|
A |
|
WALAX |
|
957663438 |
|
Western Asset High Yield Fund |
|
A |
|
WAYAX |
|
957663396 |
|
Western Asset Inflation Indexed Plus Bond Fund |
|
A |
|
WAFAX |
|
957663362 |
|
Western Asset Intermediate Bond Fund |
|
A |
|
WATAX |
|
957663339 |
|
Western Asset Non-U.S. Opportunity Bond Fund |
|
A |
|
WAOAX |
|
957663263 |
|
Western Asset Total Return Unconstrained Fund |
|
A |
|
WAUAX |
|
957663230 |
Western Asset Class FI- Funds with annual compensation on assets comprised of 12b-l (which is currently 25bps) and record keeping fees of 5bps.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
Western Asset Total Return Unconstrained Fund |
|
FI |
|
WARIX |
|
957663693 |
|
Western Asset Core Bond Fund |
|
FI |
|
WAPIX |
|
957663404 |
|
Western Asset Core Plus Bond Fund |
|
FI |
|
WACIX |
|
957663602 |
|
Note 3 Western Asset Enhanced Equity Fund |
|
FI |
|
TBD |
|
957663784 |
|
Note 3 Western Asset Global Multi-Sector Fund |
|
FI |
|
WGMFX |
|
957663727 |
|
Note 3 Western Asset High Yield Fund |
|
FI |
|
TBD |
|
957663834 |
|
Western Asset Inflation Indexed Plus Bond Fund |
|
FI |
|
WATPX |
|
957663875 |
|
Note 3 Western Asset Intermediate Bond Fund |
|
FI |
|
WAIFX |
|
957663800 |
|
Note 3 Western Asset Limited Duration Bond Fund |
|
FI |
|
TBD |
|
957663206 |
|
Note 3 Western Asset Money Market Fund |
|
FI |
|
TBD |
|
957663768 |
|
Note 3Western Asset Non - US Opportunity Bond Fund |
|
FI |
|
TBD |
|
957663859 |
|
Note 3 Western Asset US Govt Money Market Fund |
|
FI |
|
TBD |
|
957663743 |
Western Asset Class I - Funds with annual compensation on assets comprised of recordkeeping fees of 15bps.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
Western Asset Total Return Unconstrained Fund |
|
I |
|
WAARX |
|
957663719 |
|
Western Asset Core Bond Fund |
|
I |
|
WATFX |
|
957663305 |
|
Western Asset Core Plus Bond Fund |
|
I |
|
WACPX |
|
957663503 |
|
Note 3 Western Asset Enhanced Equity Fund |
|
I |
|
TBD |
|
957663792 |
|
Note 3 Western Asset Global Multi-Sector Fund |
|
I |
|
WGMIX |
|
957663735 |
|
Western Asset High Yield Fund |
|
I |
|
WAHYX |
|
957663842 |
|
Western Asset Inflation Indexed Plus Bond Fund |
|
I |
|
WAIIX |
|
957663883 |
|
Western Asset Intermediate Bond Fund |
|
I |
|
WATIX |
|
957663701 |
|
Note 3 Western Asset Money Market Fund |
|
I |
|
TBD |
|
957663776 |
|
Note 3 Western Asset US Govt Money Market Fund |
|
I |
|
TBD |
|
957663750 |
|
Western Asset Non - US Opportunity Bond Fund |
|
I |
|
WAFIX |
|
957663867 |
Western Asset Class R - Funds with annual compensation on assets comprised of 12b-l (which is currently 50bps) and recordkeeping fees of 25bps. The recordkeeping fees may be comprised of fund payments, revenue share or a combination of the two.
|
Fund Name |
|
Class |
|
Ticker |
|
CUSIP |
|
Western Asset Core Bond Fund |
|
R |
|
WABRX |
|
957663479 |
|
Western Asset Core Plus Bond Fund |
|
R |
|
WAPRX |
|
957663446 |
|
Western Asset Global Multi-Sector Fund |
|
R |
|
WALRX |
|
957663412 |
|
Western Asset High Yield Fund |
|
R |
|
WAYRX |
|
957663370 |
|
Western Asset Inflation Indexed Plus Bond Fund |
|
R |
|
WAFRX |
|
957663347 |
|
Western Asset Intermediate Bond Fund |
|
R |
|
WATRX |
|
957663313 |
|
Western Asset Total Return Unconstrained Fund |
|
R |
|
WAORX |
|
957663248 |
Note 1: Available to existing investors only.
Note 2: Not exchangeable. Only existing investors can continue to invest
Note 3: Currently unavailable for purchase. Please contact the distributor in advance to express sales interest or for more information, including when the share class/fund may be made available. The distributor will consider whether or not to make the requested share class/fund available for sale and may decline to do so in its sole discretion.
|
Payment methods listed below: |
| ||
|
|
12b-1 Fees | ||
|
Recordkeeping Fees |
| ||
|
FOR HLIC: |
Tax ID: [Redacted] |
FOR HSD: |
Tax ID: [Redacted] |
|
|
| ||
|
ACH instructions: |
ACH instructions: | ||
|
Bank of America |
Bank of America | ||
|
Acct Name: Hartford Life Insurance |
Acct Name: Hartford Securities Distribution Company | ||
|
Company ABA # [Redacted] |
ABA # [Redacted] | ||
|
Acct# [Redacted] |
Acct # [Redacted] | ||
|
|
| ||
|
Wiring Instructions: |
Wiring Instructions: | ||
|
Bank of America |
Bank of America | ||
|
Acct Name: Hartford Life Insurance |
Acct Name: Hartford Securities Distribution Company | ||
|
Company ABA# [Redacted] |
ABA# [Redacted] | ||
|
Acct# [Redacted] |
Acct# [Redacted] | ||
|
|
| ||
|
Please make checks payable to: |
Please make checks payable to: | ||
|
Hartford Life Insurance Company |
Hartford Securities Distribution Company | ||
|
Attn: Finance, A3E/1 |
Attn: Finance, A3E/1 | ||
|
X.X. Xxx 0000 |
X.X. Xxx 0000 | ||
|
Xxxxxxxx, XX 00000-0000 |
Xxxxxxxx, XX 00000-0000 | ||
Wire, ACH and payment address are subject to change without necessitating an amendment and any such change will be communicated to Fund Distributor or Shareholder Services Agent by the Company.
RETAIL FUND PARTICIPATION AGREEMENT
This Fifth Amendment to Retail Fund Participation Agreement (“Amendment”) is entered into by and among Xxxx Xxxxx Investor Services, LLC (the “Distributor”), Hartford Life Insurance Company (the “Service Provider”) acting through its Administrator and attorney-in-fact, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Hartford Securities Distribution Company, Inc. (“HSD”), collectively (the “Parties”).
WHEREAS, the Parties entered into a Retail Fund Participation Agreement dated December 16, 2002, as amended April 24, 2007, February 5, 2009, December 4, 2009 and August 1, 2012 (the “Agreement’’). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement;
WHEREAS, the Parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth herein, the Parties agree as follows:
l. Schedule B of this Amendment, attached hereto, supersedes and replaces in its entirety the Schedule B of the Agreement. Service Provider’s compensation will be as shown in Schedule B.
2. Notices. Notices required by this Agreement should be sent as follows:
|
Service Provider: |
Hartford Life Insurance Company |
|
|
c/o Massachusetts Mutual Life Insurance Company |
|
|
0000 Xxxxx Xxxxxx, XXX X000-XXXXX |
|
|
Xxxxxxxxxxx, XX 00000 |
|
|
Attention: RS Fund Operations |
|
|
Telephone: (000) 000-0000 |
|
|
Facsimile: (860) S62-2283 |
|
|
cc: Law Department |
|
|
Attention: |
|
|
Telephone: [Redacted] |
|
|
Facsimile: |
|
|
|
|
Distributor: |
c/x Xxxx Xxxxx |
|
|
000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx |
|
|
Xxxxxxxx, XX 00000 |
|
|
|
|
|
Attn: Business Implementation |
|
|
Fax: 000-000-0000 |
3. Effectiveness of Payment Obligations, No compensation, fees or payment obligations contemplated by this Amendment will accrue until the date that the Amendment is executed by the Distributor.
For the purpose of referring to this Amendment, the date of this Amendment shall be the date of acceptance by Xxxx Xxxxx Investor Services, LLC.
|
Hartford Life Insurance Company, |
|
| |||
|
By Massachusetts Mutual Life Insurance |
|
Hartford Securities Distribution Company, Inc. | |||
|
Company, Its Administrator |
|
| |||
|
|
|
|
|
| |
|
By: |
[Redacted] |
|
By: |
[Redacted] | |
|
Name: |
[Redacted] |
|
Name: |
[Redacted] | |
|
Title: |
Senior Vice President |
|
Title: |
CCO | |
|
Date: |
5/3/16 |
|
Date: |
5/4/16 | |
|
Xxxx Xxxxx Investor Services, LLC |
| |
|
|
| |
|
By: |
[Redacted] |
|
|
Name: |
[Redacted] |
|
|
Title: |
Director |
|
|
Date: |
4/28/16 |
|
Western Asset Management Company
(solely as a limited party for the purpose of approving
Those fee payment obligations allocated to Distributor
On behalf of the Western Asset family of funds)
|
By: |
[Redacted] |
|
|
Name: |
[Redacted] |
|
|
Title: |
Head of New York Operations/Client Service/Marketing |
|
|
Date: |
| |
SCHEDULE B
All Funds shall pay 12b-1 fees in the amount as stated in each Fund’s then current prospectus.
|
Class A |
|
Recordkeeping Fees Per Annum |
|
Xxxx Xxxxx Series of Funds: |
|
|
|
ClearBridge Aggressive Growth Fund ClearBridge Dividend Strategy Fund ClearBridge Small Cap Growth Fund QS Global Equity Fund QS U.S. Large Cap Equity Fund Western Asset Adjustable Rate Income Fund Western Asset Emerging Markets Debt Fund Western Asset Global High Yield Bond Fund Western Asset Global Strategic Income Fund Western Asset Mortgage Backed Securities Fund Western Asset Short-Term Bond Fund |
|
30bps |
|
|
|
|
|
Xxxx Xxxxx XX Absolute Return Opportunities Fund Leu Xxxxx XX International Opportunities Bond Fund |
|
25bps |
|
ClearBridge International Growth Fund Xxxx Xxxxx Opportunity Trust QS Emerging Markets Fund QS Growth Fund QS International Equity Fund QS Moderate Growth Fund QS Strategic Real Return Fund QS U.S. Small Capitalization Equity Fund |
|
15bps |
|
QS S&P 500 Index Fund |
|
0bps |
|
Western Asset Series of Funds: |
|
|
|
Western Asset Core Bond Fund |
|
25bps |
|
Western Asset Core Plus Bond Fund Western Asset Global Government Bond Fund Western Asset Inflation Indexed Plus Bond Fund Western Asset Intermediate Bond Fund Western Asset Total Return Unconstrained Fund |
|
|
|
Class FI |
|
Recordkeeping Fees Per Annum |
|
Xxxx Xxxxx Series of Funds: |
|
|
|
ClearBridge Aggressive Growth Fund QS U.S. Large Cap Equity Fund |
|
25bps |
|
ClearBridge Mid Cap Growth Fund Western Asset Emerging Markets Debt Fund |
|
20bps |
|
ClearBridge International Growth Fund ClearBridge Small Cap Fund Xxxx Xxxxx XX Absolute Return Opportunities Fund Xxxx Xxxxx XX International Opportunities Bond Fund QS Emerging Markets Fund QS International Equity Fund QS Strategic Real Return Fund QS U.S. Small Capitalization Equity Fund |
|
15bps |
|
Western Asset Series of Fund: |
|
|
|
Western Asset Core Bond Fund Western Asset Global Government Bond Fund Western Asset Inflation Indexed Plus Bond Fund Western Asset Intermediate Bond Fund Western Asset Total Return Unconstrained Fund Western Asset US Govt Money Market Fund |
|
5bps |
|
Class I |
|
Recordkeeping Fees Per Annum |
|
Xxxx Xxxxx Series of Funds: |
|
|
|
ClearBridge Aggressive Growth Fund ClearBridge Appreciation Fund ClearBridge Dividend Strategy Fund |
|
15bps |
|
ClearBridge International Growth Fund ClearBridge Mid Cap Growth Fund ClearBridge Small Cap Growth Fund ClearBridge Tactical Dividend Income Fund Xxxx Xxxxx XX Absolute Return Opportunities Fund Xxxx Xxxxx XX Diversified Large Cap Value Fund Xxxx Xxxxx XX Global Opportunities Bond Fund Xxxx Xxxxx XX International Opportunities Bond Fund Xxxx Xxxxx Opportunity Trust Permal Alternative Core Fund QS Growth Fund QS International Equity Fund QS Moderate Growth Fund QS Strategic Real Return Fund QS U.S. Large Cap Equity Fund QS U.S. Small Capitalization Equity Fund Western Asset Emerging Markets Debt Fund Western Asset Mortgage Backed Securities Fund Western Asset Short Term Yield Fund |
|
|
|
Western Asset Series of Funds: |
|
|
|
Western Asset Core Bond Fund Western Asset Global Government Bond Fund Western Asset High Yield Fund Western Asset Inflation Indexed Plus Bond Fund Western Asset Intermediate Bond Fund Western Asset Total Return Unconstrained Fund Western Asset US Govt Money Market Fund |
|
15bps |
|
Class O |
|
Recordkeeping Fees Per Annum |
|
Xxxx Xxxxx Series of Funds: |
|
|
|
ClearBridge Large Cap Growth Fund |
|
0bps |
|
Class R |
|
Recordkeeping Fees Per Annum |
|
Xxxx Xxxxx Series of Funds: |
|
|
|
ClearBridge Aggressive Growth Fund ClearBridge Small Cap Growth Fund |
|
30bps |
|
Xxxx Xxxxx XX Absolute Return Opportunities Fund Xxxx Xxxxx XX International Opportunities Bond Fund QS U.S. Large Cap Equity Fund |
|
25bps |
|
ClearBridge International Growth Fund ClearBridge Small Cap Fund ClearBridge Value Trust Xxxx Xxxxx Opportunity Trust QS International Equity Fund QS Strategic Real Return Fund OS U.S. Small Capitalization Equity Fund |
|
20bps |
|
Western Asset Series of Funds: |
|
|
|
Western Asset Core Bond Fund Western Asset Global Government Bond Fund Western Asset Inflation Indexed Plus Bond Fund Western Asset Intermediate Bond Fund |
|
25bps |
RETAIL FUND PARTICIPATlON AGREEMENT
This Sixth Amendment to Retail Fund Participation Agreement (“Amendment”) is entered into by and among Xxxx Xxxxx Investor Services, LLC (the “Distributor’’), Hartford Life Insurance Company (the “Service Provider”) acting through its Administrator and attorney-in-fact, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Hartford Securities Distribution Company, Inc. (“HSD”), collectively (the “Parties”).
WHEREAS, the Parties entered into a Retail Fund Participation Agreement dated December 16, 2002, as amended April 24, 2007, February 5, 2009, December 4, 2009, August 1, 2012, and April 28, 2016 (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement;
WHEREAS, the Parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth herein, the Parties agree as follows:
1. Schedule B of this Amendment, attached hereto, supersedes and replaces in its entirety the Schedule B of the Agreement. Service Provider’s compensation will be as shown in Schedule B.
2. Effectiveness of Payment Obligations. No compensation, fees or payment obligations contemplated by this Amendment will accrue until the date that the Amendment is executed by the Distributor.
For the purpose of referring to this Amendment, the date of this Amendment shall be the date of acceptance by Xxxx Xxxxx Investor Services, LLC.
|
Hartford Life Insurance Company, |
|
| ||||
|
By Massachusetts Mutual Life Insurance |
|
Hartford Securities Distribution Company, | ||||
|
Company, Its Administrator |
|
Inc. | ||||
|
|
|
|
| |||
|
By: |
[Redacted] |
|
By: |
[Redacted] | ||
|
Name: |
[Redacted] |
|
Names: |
[Redacted] | ||
|
Title: |
Senior Vice President |
|
Title: |
CCO | ||
|
Date: |
8/11/16 |
|
Date: |
8/16/16 | ||
|
|
| |||||
|
Xxxx Xxxxx Investor Services, LLC |
Western Asset Management Company | |||||
|
|
(solely as a limited party for the purpose of approving | |||||
|
|
those fee payment obligations allocated to Distributor | |||||
|
|
on behalf of the Western Asset family of funds) | |||||
|
|
|
|
| |||
|
By: |
[Redacted] |
|
By: |
[Redacted] | ||
|
Name: |
[Redacted] |
|
Name: |
[Redacted] | ||
|
Title: |
Managing Director |
|
Title: |
Head of New York Operations/Client | ||
|
|
|
|
|
Service/Marketing | ||
|
Date: |
8/26/16 |
|
Date: |
8/29/16 | ||
SCHEDULE B
All Funds shall pay 12b-1 fees in the amount as stated in each Fund’s then current prospectus.
|
Class A |
|
Recordkeeping Fees Per Annum |
|
Xxxx Xxxxx Series of Funds: |
|
|
|
ClearBridge Aggressive Growth Fund |
|
30bps |
|
Xxxx Xxxxx XX Absolute Return Opportunities Fund |
|
25bps |
|
ClearBridge International Growth Fund |
|
15bps |
|
QS S&P 500 Index Fund |
|
0bps |
|
Western Asset Series of Funds: |
|
|
|
Western Asset Core Bond Fund |
|
25bps |
|
Western Asset Core Plus Bond Fund |
|
|
|
Class FI |
|
Recordkeeping Fees Per Annum |
|
Xxxx Xxxxx Series of Funds: |
|
|
|
ClearBridge Aggressive Growth Fund |
|
25bps |
|
ClearBridge Mid Cap Growth Fund |
|
20bps |
|
ClearBridge International Growth Fund |
|
15bps |
|
Western Asset Series of Fund: |
|
|
|
Western Asset Core Bond Fund |
|
5bps |
|
Class I |
|
Recordkeeping Fees Per Annum |
|
Xxxx Xxxxx Series of Funds: |
|
|
|
ClearBridge Aggressive Growth Fund |
|
15bps |
|
ClearBridge International Value Fund |
|
|
|
Western Asset Series of Funds: |
|
|
|
Western Asset Core Bond Fund |
|
15bps |
|
Class O |
|
Recordkeeping Fees Per Annum |
|
Xxxx Xxxxx Series of Funds: |
|
|
|
ClearBridge Large Cap Growth Fund |
|
0bps |
|
Class R |
|
Recordkeeping Fees Per Annum |
|
Xxxx Xxxxx Series of Funds: |
|
|
|
ClearBridge Aggressive Growth Fund |
|
30bps |
|
Xxxx Xxxxx XX Absolute Return Opportunities Fund |
|
25bps |
|
ClearBridge International Growth Fund |
|
20bps |
|
Western Asset Series of Funds: |
|
|
|
Western Asset Core Bond Fund |
|
25bps |
RETAIL FUND PARTICIPATION AGREEMENT
This Seventh Amendment to Retail Fund Participation Agreement (“Amendment”) is entered into by and among Xxxx Xxxxx Investor Services, LLC (the “Distributor” ), Hartford Life Insurance Company (the “Service Provider”) acting through its Administrator and attorney-in-fact, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Hartford Securities Distribution Company, Inc. (“HSD”), collectively (the “Parties”).
WHEREAS, the Parties entered into a Retail Fund Participation Agreement dated December 16, 2002, as amended April 24, 2007, February 5, 2009, December 4, 2009, August 1, 2012, April 28, 2016 and August 26, 2016 (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement;
WHEREAS, the Parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth herein , the Parties agree as follows:
1. Schedule B of this Amendment, attached hereto, supersedes and replaces in its entirety the Schedule B of the Agreement. Service Provider’s compensation will be as shown in Schedule B.
2. Effectiveness of Payment Obligations. No compensation, fees or payment obligations contemplated by this Amendment will accrue until the date that the Amendment is executed by the Distributor.
3. Other Terms. Other than the foregoing, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect and are ratified and confirmed in all respects by the Parties to this Amendment.
For the purpose of referring to this Amendment, the date of this Amendment shall be the date of acceptance by Xxxx Xxxxx Investor Services, LLC.
|
Hartford Life Insurance Company, |
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| ||
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By Massachusetts Mutual Life Insurance |
|
Hartford Securities Distribution Company, | ||
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Company, Its Administrator |
|
Inc. | ||
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|
|
|
|
|
|
By: |
[Redacted] |
|
By: |
[Redacted] |
|
Name: |
[Redacted] |
|
Name: |
[Redacted] |
|
Title: |
Senior Vice President |
|
Title: |
VP |
|
Date: |
12/1/2017 |
|
Date: |
1/9/18 |
|
Xxxx Xxxxx Investor Services, LLC |
|
Western Asset Management Company | ||
|
|
|
|
solely as a limited party for the purpose of approving | |
|
|
|
|
those fee payment obligations allocated to Distributor | |
|
|
|
|
on behalf of the Western Asset family of funds) | |
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|
|
|
|
|
|
By: |
[Redacted] |
|
By: |
[Redacted] |
|
Name: |
[Redacted] |
|
Names: |
[Redacted] |
|
Title: |
Managing Director |
|
Title: |
Director |
|
Date: |
1/10/2018 |
|
Date: |
1/17/2018 |
SCHEDULE B
All Funds shall pay 12b-1 fees in the amount as stated in each Fund’s then current prospectus.
|
Funds/Series of Funds |
|
Recordkeeping |
|
Revenue Share |
|
Total Fees Per |
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
|
Xxxx Xxxxx Series of Funds: |
|
|
|
|
|
|
|
ClearBridge Aggressive Growth Fund |
|
20bps |
|
l0bps |
|
30bps |
|
Xxxx Xxxxx XX Absolute Return Opportunities Fund |
|
20bps |
|
5bps |
|
25bps |
|
ClearBridge International Growth Fund |
|
15bps |
|
0bps |
|
15bps |
|
QS S&P 500 Index Fund |
|
0bps |
|
0bps |
|
0bps |
|
Western Asset Series of Funds: |
|
|
|
|
|
|
|
Western Asset Core Bond Fund |
|
20bps |
|
5bps |
|
25bps |
|
Class Fl |
|
|
|
|
|
|
|
Xxxx Xxxxx Series of Funds: |
|
|
|
|
|
|
|
ClearBridge Aggressive Growth Fund |
|
20bps |
|
5bps |
|
25bps |
|
ClcarBridge Mid Cap Growth Fund |
|
20bps |
|
0bps |
|
20bps |
|
ClearBridge International Growth Fund |
|
15bps |
|
0bps |
|
l5bps |
|
Western Asset Series of Funds |
|
|
|
|
|
|
|
Western Asset Core Bond Fund |
|
5bps |
|
0bps |
|
5bps |
|
Class I |
|
|
|
|
|
|
|
Xxxx Xxxxx Series of Funds: |
|
|
|
|
|
|
|
ClearBridge Aggressive Growth Fund |
|
15bps |
|
0bps |
|
15bps |
|
ClearBridge International Small Cap Fund |
|
|
|
|
|
|
|
Western Asset Series of Funds |
|
|
|
|
|
|
|
Western Asset Core Bond Fund |
|
15bps |
|
0bps |
|
15bps |
|
Class X |
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|
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|
|
|
|
Xxxx Xxxxx Series of Funds |
|
|
|
|
|
|
|
ClearBridge Large Cap Growth Fund |
|
0bps |
|
0bps |
|
0bps |
|
Class R |
|
|
|
|
|
|
|
Xxxx Xxxxx Series of Funds: |
|
|
|
|
|
|
|
ClearBridge Aggressive Growth Fund |
|
20bps |
|
10bps |
|
30bps |
|
Xxxx Xxxxx XX Absolute Return Opportunities Fund |
|
20bps |
|
5bps |
|
25bps |
|
ClearBridge International Growth Fund |
|
20bps |
|
0bps |
|
20bps |
|
Western Asset Series of Funds: |
|
|
|
|
|
|
|
Western Asset Core Bond Fund |
|
20bps |
|
5bps |
|
25bps |
RETAIL FUND PARTICIPATION AGREEMENT
This Eighth Amendment to Retail Fund Participation Agreement (“Amendment”) is entered into by and among Xxxx Xxxxx Investor Services, LLC (the “Distributor”), Xxxxxxx Resolution Life Insurance Company (formerly named Hartford Life Insurance Company) (the “Service Provider”) acting through its Administrator and attorney-in-fact, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Xxxxxxx Resolution Distribution Company, Inc. (formerly named Hartford Securities Distribution Company, Inc.) (“TRD”), collectively (the “Parties”).
WHEREAS, the Parties entered into a Retail Fund Participation Agreement dated December 16, 2002, as last amended January 10, 2018 (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement;
WHEREAS, the Parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth herein, the Parties agree as follows:
1. All references to Hartford Life Insurance Company shall be replaced with Xxxxxxx Resolution Life Insurance Company.
2. All references to Hartford Securities Distribution Company, Inc. shall be replaced with Xxxxxxx Resolution Distribution Company, Inc.
3. Schedule B of this Amendment, attached hereto, supersedes and replaces in its entirety the Schedule B of the Agreement. Service Provider’s compensation will be as shown in Schedule B.
4. The following language is hereby added to Section 7 of the First Amendment to Retail Fund Participation Agreement dated April 24, 2007:
Service Provider, TRD and MassMutual also agree to provide any information about themselves (including Service Provider, TRD and MassMutual’s beneficial ownership) that may be requested by Distributor to fulfill Distributor’s know-your-customer and customer identification obligations.
5. Notices. Notices required by this Agreement should be sent as follows:
Service Provider: Massachusetts Mutual Life Insurance Company
As Administrator for Xxxxxxx Resolution Life Insurance Company
000 Xxxxxx Xxxxxx Xxxx. Xxxxxxx, Xxxxxxxxxxx 00000
Attention: RS Fund Operations, MIP M200-INVST
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Law Department, Retirement Services
Massachusetts Mutual Life Insurance
Company 000 Xxxxxx Xxxxxx Xxxx.
Xxxxxxx, Xxxxxxxxxxx 00000
If to TRD: Xxxxxxx Resolution Distribution Company, Inc.
0 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Distributor: c/o Legg Xxxxx
000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Business Implementation
Email: Xxxxxxxxx-XxxxxxxxXxxxxxxxxxxXxxxx@xxxxxxxxx.xxx
6. Effectiveness of Pavment Obligations. No compensation, fees or payment obligations contemplated by this Amendment will accrue until the date that the Amendment is executed by the Distributor.
7. Other Terms. Other than the foregoing, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect and are ratified and confirmed in all respects by the Parties to this Amendment.
For the purpose of referring to this Amendment, the date of this Amendment shall be the date of acceptance by Xxxx Xxxxx Investor Services, LLC.
|
Xxxxxxx Resolution Life Insurance Company, |
|
| ||
|
By Massachusetts Mutual Life Insurance |
|
Xxxxxxx Resolution Distribution Company, | ||
|
Company, Its Administrator |
|
Inc. | ||
|
|
|
| ||
|
By: |
[Redacted] |
|
By: |
[Redacted] |
|
Name: |
[Redacted] |
|
Name: |
[Redacted] |
|
Title: |
Head of Investment Solution Innovation |
|
Title: |
President & CEO |
|
Date: |
2//5/19 |
|
Date: |
2/10/19 |
|
|
|
| ||
|
Xxxx Xxxxx Investor Services, LLC |
|
Western Asset Management Company | ||
|
|
|
solely as a limited party for the purpose of approving those fee payment obligations allocated to Distributor on behalf of the Western Asset family of funds) | ||
|
|
|
| ||
|
By: |
[Redacted] |
|
By: |
[Redacted] |
|
Name: |
[Redacted] |
|
Name: |
[Redacted] |
|
Title: |
Managing Director |
|
Title: |
Director |
|
Date: |
2/1/2019 |
|
Date: |
2/1/2019 |
SCHEDULE B
All Funds shall pay l2b-l fees in the amount as stated in each Fund’s then current prospectus.
|
Funds/Series of Funds |
|
Recordkeeping |
|
Revenue Share |
|
Total Fees Per |
|
Class A |
|
|
|
|
|
|
|
Xxxx Xxxxx Series of Funds: |
|
|
|
|
|
|
|
ClearBridge Aggressive Growth Fund ClearBridge All Cap Value Fund ClearBridge Appreciation Fund ClearBridge Dividend Strategy Fund ClearBridge International Small Cap Fund ClearBridge International Value Fund ClearBridge Large Cap Growth Fund ClearBridge Large Cap Value Fund ClearBridge Mid Cap Fund ClearBridge Small Cap Value Fund ClearBridge Tactical Dividend Income Fund QS Global Equity Fund Western Asset Corporate Bond Fund Western Asset Emerging Markets Debt Fund Western Asset Global High Yield Bond Fund Western Asset Income Fund Western Asset Short-Term Bond Fund |
|
20bps |
|
10bps |
|
30bps |
|
BrandywineGLOBAL - Diversified US Large Cap Value Fund BrandywineGLOBAL - International Opportunities Bond Fund |
|
20bps |
|
5bps |
|
25bps |
|
ClearBridge International Growth Fund ClearBridge Mid Cap Growth Fund ClearBridge Small Cap Fund ClearBridge Value Trust |
|
15bps |
|
0bps |
|
15bps |
|
QS Defensive Growth Fund |
|
|
|
|
|
|
|
QS S&P 500 Index Fund |
|
0bps |
|
0bps |
|
0bps |
|
Western Asset Series of Funds: |
|
|
|
|
|
|
|
Western Asset Core Bond Fund |
|
20bps |
|
5bps |
|
25bps |
|
|
|
|
|
|
|
|
|
Class FI |
|
|
|
|
|
|
|
Xxxx Xxxxx Series of Funds: |
|
|
|
|
|
|
|
ClearBridge Aggressive Growth Fund |
|
20bps |
|
5bps |
|
25bps |
|
ClearBridge Mid Cap Growth Fund |
|
20bps |
|
0bps |
|
20bps |
|
BrandywineGLOBAL - Diversified US Large Cap Value Fund ClearBridge Value Trust QS Strategic Real Return Fund |
|
l5bps |
|
0bps |
|
15bps |
|
Western Asset Series of Funds: |
|
|
|
|
|
|
|
Western Asset Core Bond Fund Western Asset Core Plus Bond Fund Western Asset Enhanced Equity Fund Western Asset High Yield Fund Western Asset Intermediate Bond Fund |
|
5bps |
|
0bps |
|
5bps |
|
Class I |
|
|
|
|
|
|
|
Xxxx Xxxxx Series of Funds: |
|
|
|
|
|
|
|
BrandywineGLOBAL - Diversified US Large Cap Value Fund BrandywineGLOBAL - Global Unconstrained Bond Fund BrandywineGLOBAL - International Opportunities Bond Fund |
|
15bps |
|
0bps |
|
15bps |
|
Western Asset Series of Funds: |
|
|
|
|
|
|
|
Western Asset Core Bond Fund |
|
15bps |
|
0bps |
|
15bps |
|
Western Asset Intermediate Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class IS |
|
|
|
|
|
|
|
Xxxx Xxxxx Series of Funds |
|
No compensation |
|
No compensation |
|
No compensation |
|
Western Asset Series of Funds |
|
No compensation |
|
No compensation |
|
No compensation |
|
|
|
|
|
|
|
|
|
Class X |
|
|
|
|
|
|
|
Xxxx Xxxxx Series of Funds: |
|
|
|
|
|
|
|
ClearBridge Large Cap Growth Fund |
|
0bps |
|
0bps |
|
0bps |
|
|
|
|
|
|
|
|
|
Class R |
|
|
|
|
|
|
|
Xxxx Xxxxx Series of Funds: |
|
|
|
|
|
|
|
ClearBridge Aggressive Growth Fund |
|
20bps |
|
I0bps |
|
30bps |
|
BrandywineGLOBAL - Diversified US Large Cap Value Fund |
|
20bps |
|
5bps |
|
25bps |
|
ClearBridge International Growth Fund |
|
20bps |
|
0bps |
|
20bps |
|
Western Asset Series of Funds: |
|
|
|
|
|
|
|
Western Asset Core Bond Fund |
|
20bps |
|
5bps |
|
25bps |
