RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of May, 2002, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and on
behalf of each separate account of the Company set forth in SCHEDULE A hereto,
as may be amended from time to time (each such account hereinafter referred to
as a "SEPARATE ACCOUNT"), ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA L.P., a
Delaware limited partnership (hereinafter the "ADMINISTRATOR"), and PIMCO FUNDS
DISTRIBUTORS LLC, a Delaware limited liability company (hereinafter the
"UNDERWRITER").
WITNESSETH:
WHEREAS, the Administrator performs and procures the performance of various
services for the following PIMCO mutual funds: PIMCO Funds: Multi-Manager Series
("MMS"), a Massachusetts business trust, and PIMCO Funds: Pacific Investment
Management Series ("PIMS"), a Massachusetts business trust (MMS and PIMS are
each sometimes hereinafter referred to as a "TRUST" and, collectively, as the
"TRUSTS"); and
WHEREAS, MMS is registered as an open-end management investment company under
the Investment Company Act of 1940, as amended (hereinafter the "1940 ACT") and
its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 ACT"), and offers Class A shares of beneficial interests
("MMS SHARES") in a separate series of funds ("MMS FUNDS"), each with its own
investment objective or objectives and investment policies; and
WHEREAS, PIMS is registered as an open-end management investment company under
the 1940 Act and its shares are registered under 1933 Act, and offers Class A
shares of beneficial interest ("PIMS SHARES" and together with the MMS Shares,
the "SHARES") in separate series of funds ("PIMS FUNDS" and together with the
MMS Funds, the "PORTFOLIOS", or each individually a "PORTFOLIO"), each with its
own investment objective or objectives and investment policies; and
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the "CONTRACTS") in connection with retirement plans
intended to meet the qualification requirements of Sections 401, 403(b) or 457
of the Internal Revenue Code of 1986, as amended (the "CODE"); and
WHEREAS, each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts; and
WHEREAS, the Administrator is also the investment adviser of the Portfolios of
the MMS Fund, and is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "ADVISERS ACT"), and any
applicable state securities laws; and
WHEREAS, the Underwriter is the principal underwriter for the PIMS Fund and the
MMS Fund and is registered as a broker-dealer with the Securities and Exchange
Commission (hereinafter the "SEC") under the Securities Exchange Act of 1934, as
amended (hereinafter the "1934 ACT"), and is a
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member in good standing of the National Association of Securities Dealers, Inc.
(hereinafter "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase Shares in the Portfolios set forth in SCHEDULE A
on behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts and the Underwriter is authorized to sell such Shares to unit
investment trusts such as the Separate Accounts at net asset value.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Administrator and the Underwriter agree as follows:
ARTICLE I. PURCHASE AND REDEMPTION OF SHARES.
1.1 The Administrator and the Underwriter, on their own behalf, agree to sell
or to cause the PIMS Fund and the MMS Fund to sell to the Company those Shares
of the Portfolios which the Company orders on behalf of any Separate Account,
executing such orders on a daily basis at the net asset value next computed
after receipt and acceptance by the PIMS Fund, the MMS Fund or their designee of
such order. For purposes of this Section, the Company shall be the designee of
the PIMS Fund and the MMS Fund for receipt of such orders from each Separate
Account. Receipt by such designee shall constitute receipt by such Funds;
provided that the PIMS Fund and the MMS Fund or the Underwriter receives notice
of such order via the National Securities Clearing Corporation (the "NSCC") by
9:00 a.m. Eastern Time on the next following Business Day. The PIMS Fund and the
MMS Fund will receive all orders to purchase Portfolio Shares using the NSCC's
Defined Contribution Clearance & Settlement ("DCC&S") platform. The PIMS Fund
and the MMS Fund will also provide the Company with account positions and
activity data using the NSCC's Networking platform. The Company shall pay for
Portfolio Shares by the scheduled close of federal funds transmissions on the
same Business Day it places an order to purchase Portfolio Shares in accordance
with this section using the NSCC's Fund/SERV System. Payment shall be in federal
funds transmitted by wire from the PIMS Fund and the MMS 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 PIMS Fund and the MMS
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 PIMS Fund and the MMS Fund to perform such
settlement services on behalf of the PIMS Fund and the MMS Fund and agrees to
abide by the NSCC's Rules and Procedures insofar as they relate to the same day
funds settlement.
If the Company is somehow prohibited from submitting purchase and settlement
instructions to the PIMS Fund or the MMS Fund, as the case may be, for Portfolio
Shares via the NSCC's DCC&S platform the following shall apply to this Section:
The Administrator and the Underwriter agree to sell the Company those Shares of
the Portfolios which the Company orders on behalf of any Separate Account,
executing such orders on a daily basis at the net asset value next computed
after receipt and acceptance by such Fund or its designee of such order. For
purposes of this Section, the Company shall be the designee of the PIMS Fund and
the MMS Fund for the receipt of such orders from the Separate Account and
receipt by such designee shall constitute receipt by the PIMS Fund and the MMS
Fund; provided that the Fund or the Underwriter receives notice of such order by
9:00 a.m. Eastern Time on the next following Business Day. The Company shall pay
for Portfolio Shares by the scheduled close of federal funds transmissions on
the same Business Day it places an order to purchase Portfolio Shares in
accordance with this section. Payment shall be in federal funds
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transmitted by wire to the PIMS Fund and the MMS Fund's designated custodian.
"BUSINESS DAY" shall mean any day on which the New York Stock Exchange is open
for trading and on which the PIMS Fund and the MMS Fund calculates it net asset
value pursuant to the rules of the SEC.
1.2 Subject to Section 8.4 hereof, the Administrator and the Underwriter agree,
on their own behalf, to make Shares of the Portfolios available or to cause the
PIMS Fund and the MMS Fund to make Shares available indefinitely for purchase at
the applicable net asset value per Share by the Company on Business Days;
provided, however, that the Board of Trustees or Directors, as applicable, of
the PIMS Fund or the MMS Fund, as the case may be, (hereinafter the
"TRUSTEES/DIRECTORS") may refuse to sell Shares of any Portfolio to any person,
or suspend or terminate the offering of Shares of any Portfolio if such action
is required by law or by regulatory authorities having jurisdiction or is, in
the sole discretion of the Trustees/Directors, acting in good faith and in
compliance with their fiduciary duties under federal and any applicable state
laws, necessary in the best interests of the shareholders of any Portfolio.
1.3 The Administrator and the Underwriter agree, on their own behalf, to redeem
or cause the PIMS fund and the MMS fund to redeem for cash, upon the Company's
request, any full or fractional Shares of the PIMS Fund and the MMS Fund held by
the Company on behalf of a Separate Account, executing such requests on a daily
basis at the net asset value next computed after receipt and acceptance by such
Funds or their designee of the request for redemption. For purposes of this
Section, the Company shall be the designee of the PIMS Fund and the MMS Fund for
receipt of requests for redemption from each Separate Account and receipt by
such designee shall constitute receipt by the PIMS Fund and the MMS Fund;
provided such Fund or the Underwriter receives notice of such request for
redemption via the NSCC by 9:00 a.m. Eastern Time on the next following Business
Day. The PIMS Fund and the MMS Fund will receive all orders to redeem Portfolio
Shares using the NSCC's DCC&S platform. The PIMS Fund and the MMS Fund will also
provide the Company with account positions and activity data using the NSCC's
Networking platform. Payment for Shares redeemed shall be made in accordance
with this section using the NSCC's Fund/SERV System. Payment shall be in federal
funds transmitted by the NSCC to the Separate Account's Settling Bank as
designated by the Company, on the same Business Day the PIMS Fund and the MMS
Fund or the Underwriter receives notice of the redemption order from the Company
provided that the PIMS Fund and the MMS Fund or the Underwriter receives notice
by 9:00 a.m. Eastern Time on such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the PIMS Fund and the MMS Fund, as the case may be, for
Portfolio Shares via the NSCC's DCC&S platform the following shall apply to this
Section:
The Administrator and the Underwriter agree, on their behalf, to redeem or to
cause the PIMS Fund and the MMS Fund to redeem for cash, upon the Company's
request, any full or fractional Shares of the PIMS Fund or the MMS Fund held by
the Company on behalf of a Separate Account, executing such requests on a daily
basis at the net asset value next computed after receipt and acceptance by the
PIMS Fund or the MMS Fund or its designee of the request for redemption. For
purposes of this Section, the Company shall be the designee of the PIMS Fund or
the MMS Fund for receipt of requests for redemption from each Separate Account
and receipt by such designee shall constitute receipt by the PIMS Fund or the
MMS Fund; provided the Administrator or the Underwriter receives notice of such
request for redemption by 9:00 a.m. Eastern Time on the next following Business
Day. Payment shall be in federal funds transmitted by wire to the Separate
Account as designated by the Company, on the same Business Day the PIMS Fund or
the MMS Fund or the Underwriter receives notice of the redemption order from the
Company provided that the PIMS Fund or the MMS Fund or the Underwriter receives
notice by 9:00 a.m. Eastern Time on such Business Day.
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1.4 The Company agrees to purchase and redeem the Shares of the Portfolios
named in SCHEDULE A offered by the then current prospectuses of the PIMS Fund
and the MMS Fund in accordance with the provisions of the applicable prospectus.
1.5 The Company will place net purchase/redemption orders for Shares of each
Portfolio.
1.6 Issuance and transfer of the Shares will be by book entry only. Share
certificates will not be issued to the Company or any Separate Account. Purchase
and redemption orders for Shares will be recorded in an appropriate title for
each Separate Account or the appropriate subaccount of each Separate Account.
1.7 The Underwriter shall furnish notice to the Company of any income,
dividends or capital gain distributions payable on the Shares no later than
ex-dividend date. The Company hereby elects to receive all such dividends and
distributions as are payable on a Portfolio's Shares in the form of additional
Shares of that Portfolio. The Administrator and the Underwriter shall, or shall
cause the PIMS Fund and the MMS Fund to, notify the Company of the number of
Shares so issued as payment of such dividends and distributions no later than
one Business Day after issuance. The Company reserves the right to revoke this
election and to receive in cash all such dividends and distributions declared
after receipt of notice of revocation by the PIMS Fund or the MMS Fund, as the
case may be.
1.8 The Underwriter shall use its best efforts to make the net asset value per
Share for each Portfolio available to the Company by 7:00p.m. Eastern Time on a
daily basis or as soon as reasonably practical after the close of trading each
Business Day.
1.9 If the Underwriter, the Administrator, the PIMS Fund or the MMS Fund
provides incorrect share net asset value per share, dividend or capital gain
information through no fault of the Company 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), the Separate Accounts shall
be entitled to an adjustment with respect to the Shares purchased or redeemed to
reflect the correct information, provided, however, if the incorrect information
was supplied or used with respect to all shareholders, then any adjustment to
the Company shall be made to the same extent that other shareholders receive
adjustments in accordance with the applicable Fund's procedures. In addition,
the Underwriter and/or Administrator 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 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 error requiring an
adjustment hereunder in the calculation or reporting of net asset value per
share, dividend or capital gain information shall be reported promptly to the
Company upon discovery. Underwriter and/or Administrator shall reimburse the
Company for all out of pocket expenses and employee time incurred for correcting
such incorrect information.
1.10 If the Company provides incorrect processing information through no fault
of the Administrator or the Underwriter, the PIMS Fund or MMS Fund, as the case
may be, shall be entitled to an adjustment with respect to the Shares purchased
or redeemed to reflect the correct information. Any error in the information
provided by the Company shall be reported to the Administrator or the
Underwriter promptly upon discovery.
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ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1. The Company represents and warrants that the Contracts are or will be
registered unless exempt and that it will make every effort to maintain such
registration under the 1933 Act to the extent required by the 1933 Act; that the
Contracts are intended to be issued and sold in compliance in all material
respects with all applicable federal and state laws. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Separate Account prior to any issuance or sale of Contracts,
Shares or other interests therein, as a segregated asset account under the
insurance laws of the State of Connecticut and has registered or, prior to any
issuance or sale of the Contracts, will register and will maintain the
registration of each Separate Account as a unit investment trust in accordance
with and to the extent required by the provisions of the 1940 Act, unless exempt
therefrom, to serve as a segregated investment account for the Contracts. Unless
exempt, the Company shall amend its registration statement for its Contracts
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its Contracts. The Company shall register and
qualify the Contracts for sale in accordance with securities laws of the various
states only if and to the extent deemed necessary by the Company.
2.2 The Administrator and the Underwriter represent and warrant that (i) Shares
sold pursuant to this Agreement shall be registered under the 1933 Act and duly
authorized for issuance in accordance with applicable law and that the PIMS Fund
and the MMS Fund each is and shall remain registered under the 1940 Act for as
long as the Shares are sold; (ii) the PIMS Fund and the MMS Fund each shall
amend the registration statement for its Shares under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous offering of
its Shares; and (iii) the PIMS Fund and the MMS Fund shall register and qualify
its Shares for sales in accordance with the laws of the various states only if
and to the extent deemed advisable by the PIMS Fund and the MMS Fund, the
Administrator or the Underwriter.
2.3 The Administrator and the Underwriter represent that each Fund (a) is
currently qualified as a Regulated Investment Company under Subchapter M of the
Code; (b) will make every effort to maintain such qualification (under
Subchapter M or any successor or similar provision); and (c) will notify the
Company immediately upon having a reasonable basis for believing that either
such Fund has ceased to so qualify or might not so qualify in the future.
2.4 To the extent that the PIMS Fund and the MMS Fund finances distribution
expenses pursuant to Rule 12b-1 under the 1940 Act, the Administrator and
Underwriter represent that the applicable Board of Trustees including, as
applicable, a majority of the PIMS Fund and the MMS Funds' Trustees who are not
interested persons of the Fund, have formulated and approved one or more plans
under Rule 12b-1 to finance distribution expenses.
2.5 The Underwriter makes no representation as to whether any aspect of the
PIMS or MMS Funds' operations (including, but not limited to, fees and expenses
and investment policies) complies with the insurance laws or insurance
regulations of the various states.
2.6 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Shares in
accordance in all material respects with all applicable federal and state
securities laws, including without limitation the 1933 Act, the 1934 Act, and
the 1940 Act.
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2.7 The Administrator and the Underwriter represent that the PIMS Fund and the
MMS Fund are each lawfully organized and validly existing under the laws of the
Commonwealth of Massachusetts and that each does and will comply in all material
respects with applicable provisions of the 0000 Xxx.
2.8 The Administrator and the Underwriter represent and warrant that all of the
Trustees/Directors, officers, employees, investment advisers, and other
individuals/ entities having access to the funds and/or securities of the PIMS
Fund and the MMS Fund are and continue to be at all times covered by a blanket
fidelity bond or similar coverage for the benefit of the applicable Fund in an
amount not less than the minimum coverage as required by Rule 17g-1 under the
1940 Act or related provisions as may be promulgated from time to time. The
aforesaid Bond includes coverage for larceny and embezzlement and is issued by a
reputable bonding company.
2.9 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the PIMS Fund and the MMS Fund are covered by a
blanket fidelity bond or similar coverage in an amount not less than $5 million.
The aforesaid includes coverage for larceny and embezzlement and is issued by a
reputable bonding company.
2.10 The Administrator represents and warrants that it is and shall remain duly
registered in all material respects under all applicable federal and state
securities laws as an investment adviser and that it shall perform its
obligations for the Portfolios in compliance in all material respects with the
laws of the Commonwealth of Massachusetts and any applicable state and federal
securities laws.
2.11 The foregoing representations and warranties shall be made, by the party
hereto that makes the representation or warranty as of the date first written
above and at the time of each purchase and each sale of the Shares pursuant to
this Agreement.
ARTICLE III. PROSPECTUSES; REPORTS AND PROXY STATEMENTS; VOTING
3.1 The Administrator and the Underwriter shall, or shall cause the PIMS Fund
and the MMS Fund to, provide the Company at no charge with as many printed
copies of the Fund's current prospectus and statement of additional information
as the Company may reasonably request. If requested by the Company, in lieu of
providing printed copies of the Fund's current prospectus and statement of
additional information, the applicable Fund may provide camera-ready film,
computer diskettes, e-mail transmissions or PDF files containing the Fund's
prospectus and statement of additional information, and such other assistance as
is reasonably necessary in order for the Company once each year (or more
frequently if the prospectus and/or statement of additional information for the
Fund are amended during the year) to have the prospectus for the Contracts (if
applicable) and the Fund's prospectus printed together in one document or
separately. The Company may elect to print the applicable Fund's prospectus
and/or its statement of additional information in combination with other fund
companies' prospectuses and statements of additional information.
3.2(a). The Administrator and the Underwriter shall, or shall cause the PIMS
Fund and the MMS Fund to, provide the Company at no charge with copies of the
PIMS Fund's and the MMS Fund's proxy statements, Fund reports to shareholders,
and other Fund communications to shareholders in such quantity as the Company
shall reasonably require for distributing to Contract owners.
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3.2(b). The Administrator and the Underwriter shall, or shall cause the PIMS
Fund and the MMS Fund to, pay for the cost of typesetting, printing and
distributing all Fund prospectuses, statements of additional information, Fund
reports to shareholders and other Fund communications to Contract owners and
prospective Contract owners. The Fund shall pay for all costs for typesetting,
printing and distributing proxy materials.
3.3. The Fund's statement of additional information shall be obtainable by
Contract owners from the Administrator, the Underwriter, the Company or such
other person as the Administrator may designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Administrator to Contract owners to whom voting
privileges are required to be extended and shall:
A. solicit voting instructions from Contract owners;
B. vote the Shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable
annuity contract owners, vote Shares held in the Separate Account for
which no timely instructions have been received, in the same
proportion as Shares of such Portfolio for which instructions have
been received from the Company's Contract owners. The Company
reserves the right to vote Shares held in any segregated asset
account for its own account, to the extent permitted by law.
Notwithstanding the foregoing, with respect to the Shares held by
unregistered Separate Accounts that issue Contracts issued in
connection with employee benefit plans subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended, the
Company shall vote such Shares allocated to such Contracts only in
accordance with the Company's agreements with such Contract owners.
3.5 The Administrator and the Underwriter shall, or shall cause the PIMS Fund
and the MMS Fund to, comply with all provisions of the 1940 Act requiring voting
by shareholders. The PIMS Fund and the MMS Funds will not hold annual meetings
but will hold such special meetings as may be necessary from time to time.
Further, the Fund will act in accordance with the SEC interpretation of the
requirements of Section 16(a) with respect to periodic elections of directors or
trustees and with whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1 The Company shall furnish, or shall cause to be furnished, to the
Administrator, the Underwriter or their designee, each piece of sales literature
or other promotional material prepared by the Company or any person contracting
with the Company in which the Administrator, the PIMS Fund, the MMS Fund or the
Underwriter is described, at least ten calendar days prior to its use. No such
literature or material shall be used without prior approval from the
Administrator, the Underwriter or their designee, however, the failure to object
in writing within such ten days will be deemed approval. Such approval process
shall not apply to subsequent usage of materials that are substantially similar
to prior
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approvals, provided, that, in any such materials, the Company makes any
revisions necessary to reflect changes set forth in any applicable prospectus
and/or statement of additional information and updates any performance
information.
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the PIMS
Fund and the MMS Fund or concerning either such Fund in connection with the sale
of the Contracts other than the information or representations contained in the
registration statement or prospectus for the Shares, as such registration
statement and prospectus may be amended or supplemented from time to time, or in
reports to shareholders or proxy statements for the PIMS Fund and the MMS Fund,
or in sales literature or other promotional material approved by the such Fund
or its designee, except with the permission of the Administrator or its
designee.
4.3 The Underwriter and Administrator shall furnish, or shall cause to be
furnished, to the Company or its designee, each piece of sales literature or
other promotional material it or the PIMS Fund, the MMS Fund, or the Trusts
develop, or has developed, and in which the Company or any Separate Account is
named, at least ten calendar days prior to its use. No such literature or
material shall be used without prior approval from the Company or its designee,
however, the failure to object in writing within such ten days will be deemed
approval. Such approval process shall not apply to subsequent usage of materials
that are substantially similar to prior approved materials.
4.4 The Administrator and the Underwriter agree, and shall cause the PIMS and
the MMS Funds to agree, that they shall not give any information or make any
representations on behalf of the Company or concerning the Company, each
Separate Account, or the Contracts other than the information or representations
contained in the Contracts, a disclosure document, registration statement or
prospectus for the Contracts (if applicable), as such registration statement and
prospectus may be amended or supplemented from time to time, or in published
reports for each Separate Account which are in the public domain or approved by
the Company for distribution to Contract owners or participants, or in sales
literature or other promotional material approved by the Company, except with
the permission of the Company.
4.5 The Administrator will provide to the Company at least one complete copy of
all prospectuses, statements of additional information, reports to shareholders,
proxy statements, and all amendments to any of the above, that relate to the
PIMS Fund, the MMS Fund, or their respective Shares, promptly after the filing
of such document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Administrator at least one complete copy
of all prospectuses, statements of additional information, reports,
solicitations for voting instructions, and all amendments to any of the above,
if applicable to the investment in a Separate Account or Contract, promptly
after the filing of such document with the SEC or other regulatory authorities.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, Internet, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or
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employees, registration statements, disclosure documents, prospectuses,
statements of additional information, shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Administrator, the Underwriter, the PIMS
Fund or the MMS Fund and that all use of any designation comprised in whole or
part or such names or marks under this Agreement shall inure to the benefit of
the Administrator and the Underwriter. Except as provided in Section 4.1, the
Company shall not use any such names or marks on its own behalf or on behalf of
a Separate Account in connection with marketing the Contracts without prior
written consent of the Administrator and the Underwriter. Upon termination of
this Agreement for any reason, the Company shall cease all use of any such names
or marks.
4.9 The Administrator and Underwriter agree and acknowledge that each has no
right, title or interest in the names and marks of the Company, and that all use
of any designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Company. Except as provided in
Section 4.3, the Administrator and Underwriter shall not use any such names or
marks on its own behalf or on behalf of a Fund in connection with marketing the
Fund without prior written consent of the Company. Upon termination of this
Agreement for any reason, the Administrator and Underwriter shall cease all use
of any such names or marks.
ARTICLE V. FEES AND EXPENSES
5.1 The Administrator and the Underwriter shall pay the fees and expenses
provided for in the attached SCHEDULE B. However, to the extent any portion of
any fee is indicated to be a 12b-1 fee, then neither the Administrator or the
Underwriter shall be obligated to pay such fee unless and until the
Administrator or the Underwriter has received such fee from the applicable Fund
pursuant to its 12b-1 plan.
ARTICLE VI. INDEMNIFICATION
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the
Underwriter and each of their respective trustees, directors,
officers, employees or agents and each person, if any, who controls
the Administrator or the Underwriter within the meaning of section
15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for
purposes of this Section 6.1) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the
written consent of the Company) or litigation (including reasonable
legal and other expenses), to which the Indemnified Parties may
become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related
to the sale or acquisition of the Shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or statement of
additional information for the Contracts or contained in the
Contracts or sales literature or other promotional material for
the Contracts (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact
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required to be stated therein or necessary to make the statements
therein not misleading; provided that this agreement to indemnify
shall not apply as to an Indemnified Party if such statement or
omission or such alleged statement or omission was made in
reliance upon and in conformity with information furnished by
such Indemnified Party, the PIMS Fund, the MMS Fund, the
Administrator or the Underwriter to the Company on behalf of the
PIMS Fund or the MMS Fund for use in the registration statement,
prospectus or statement of additional information for the
Contracts or in the Contracts or sales literature (or any
amendment or supplement) or otherwise for use in connection with
the sale of the Contracts or Shares; or
(ii) arise out of or as a result of (a) statements or representations
by or on behalf of the Company (other than statements or
representations contained in the PIMS Fund or MMS Fund
registration statement, the PIMS Fund or MMS Fund prospectus or
sales literature or other promotional material of the PIMS Fund or
the MMS Fund not supplied by the Company, or persons under its
control and other than statements or representations authorized by
the PIMS Fund, the MMS Fund, the Underwriter or the
Administrator); or (b) the willful misfeasance, bad faith, gross
negligence or reckless disregard of duty of the Company or persons
under its control, with respect to the sale or distribution of the
Contracts or Shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in the PIMS Fund or
the MMS Fund registration statement, PIMS Fund or the MMS Fund
prospectus, statement of additional information or sales
literature or other promotional material of the PIMS Fund or the
MMS Fund (or any amendment thereof or supplement thereto) or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or omission was made
in reliance upon and in conformity with information furnished to
the PIMS Fund or the MMS Fund, the Administrator or the
Underwriter by the Company or persons under its control; or
(iv) arise as a result of any material failure by the Company to
provide the services and furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material breach
by the Company of this Agreement; except to the extent provided in
Sections 6.1(b) and 6.3 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
(c) In accordance with Section 6.3 hereof, the Indemnified Parties will
promptly notify the Company of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of
the Shares or the Contracts or the operation of the PIMS Fund or the
MMS Fund.
6.2 Indemnification By the Underwriter
(a) The Underwriter agrees, with respect to each Portfolio that it
distributes, to indemnify and hold harmless the Company and each of
its directors, officers, employees or agents and each person, if
any, who controls the Company within the meaning of section 15 of
the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes
of this Section 6.2) against any and all losses,
10
claims, damages, liabilities (including amounts paid in settlement
with the written consent of the Underwriter) or litigation (including
reasonable legal and other expenses) to which the Indemnified Parties
may become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to
the sale or acquisition of the Shares of the Portfolios that it
distributes or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement, prospectus or statement of additional
information for the PIMS Fund or the MMS Fund or sales literature
or other promotional material of such Funds (or any amendment or
supplement to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided that this
agreement to indemnify shall not apply as to any Indemnified Party
if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with
information furnished by such Indemnified Party or the Company to
the PIMS Fund, the MMS Fund or the Underwriter on behalf of the
Company for use in the registration statement, prospectus or
statement of additional information for the Funds or in sales
literature of the Funds (or any amendment or supplement thereto)
or otherwise for use in connection with the sale of the Contracts
or the Portfolio Shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the PIMS Fund, the MMS Fund or the
Underwriter or persons under their respective control and other
than statements or representations authorized by the Company); or
(b) the willful misfeasance, bad faith, gross negligence or
reckless disregard of duty of the PIMS Fund, the MMS Fund or the
Underwriter or persons under the control of the PIMS Fund, the MMS
Fund or the Underwriter, respectively, with respect to the sale or
distribution of the Contracts or Portfolio Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement,
prospectus, statement of additional information or sales
literature or other promotional material with respect to the
Contracts (or any amendment thereof or supplement thereto), or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement or
omission was made in reliance upon and in conformity with
information furnished to the Company by the PIMS Fund, the MMS
Fund or the Underwriter or persons under the control of the Funds
or the Underwriter, respectively; or
(iv) arise as a result of any material failure by the Fund or the
Underwriter to provide the services and furnish the materials
under the terms of this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter or the PIMS
Fund, the MMS Fund in this Agreement or arise out of or result
from any other material breach of this Agreement by the
Underwriter or the PIMS Fund, the MMS Fund; except to the extent
provided in Sections 6.2(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
11
c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Underwriter of the commencement of any litigation
or proceedings against them in connection with the issuance or sale
of the Shares or the Contracts or the operation of the Separate
Accounts.
6.3 Indemnification by the Administrator
(a) The Administrator agrees to indemnify and hold harmless the Company
and each of its directors, officers, employees or agents and each
person, if any, who controls the Company within the meaning of
section 15 of the 1933 Act (collectively, the "INDEMNIFIED PARTIES"
for purposes of this Section 6.3) against any and all losses,
claims, damages, liabilities (including amounts paid in settlement
with the written consent of the Administrator) or litigation
(including reasonable legal and other expenses) to which the
Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale or acquisition of
the Shares of the Portfolios or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement, prospectus or statement of additional
information for the PIMS Fund or the MMS Fund or sales literature
or other promotional material of such Funds (or any amendment or
supplement to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided that this
agreement to indemnify shall not apply as to any Indemnified Party
if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with
information furnished by such Indemnified Party or the Company to
the Administrator, the PIMS Fund, the MMS Fund or the Underwriter
on behalf of the Company for use in the registration statement,
prospectus or statement of additional information for the PIMS
Fund or MMS Fund or in sales literature of such funds (or any
amendment or supplement thereto) or otherwise for use in
connection with the sale of the Contracts or the Portfolio Shares;
or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Administrator, the PIMS Fund, the
MMS Fund or the Underwriter or persons under their respective
control and other than statements or representations authorized by
the Company); or (b) the willful misfeasance, bad faith, gross
negligence or reckless disregard of duty of the Administrator, the
PIMS Fund, the MMS Fund or the Underwriter or persons under the
control of such entities with respect to the sale or distribution
of the Contracts or Portfolio Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement,
prospectus, statement of additional information or sales
literature or other promotional material with respect to the
Contracts (or any amendment thereof or supplement thereto), or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement or
omission was made in reliance upon and in conformity with
information furnished to the Company by the Administrator, the
PIMS Fund, the MMS Fund or the Underwriter or persons under the
control of such entities or
12
(iv) arise as a result of any material failure by the Administrator,
the PIMS Fund, the MMS Fund or the Underwriter to provide the
services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Administrator in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Administrator or the Underwriter; except
to the extent provided in Sections 6.3(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty
by the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Administrator of the commencement of any litigation
or proceedings against them in connection with the issuance or sale of
the Shares or the Contracts or the operation of the Separate Accounts.
6.4. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article VI
("INDEMNIFYING PARTY" for the purpose of this Section 6.4) shall not be
liable under the indemnification provisions of this Article VI with
respect to any claim made against a party entitled to indemnification
under this Article VI ("INDEMNIFIED PARTY" for the purpose of this
Section 6.4) unless such Indemnified Party shall have notified the
Indemnifying Party in writing within a reasonable time after the
summons or other first legal process giving information of the nature
of the claim shall have been served upon such Indemnified Party (or
after such party shall have received notice of such service on any
designated agent), but failure to notify the Indemnifying Party of any
such claim shall not relieve the Indemnifying Party from any liability
which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of the indemnification provision of
this Article VI. In case any such action is brought against the
Indemnified Party, the Indemnifying Party will be entitled to
participate, at its own expense, in the defense thereof. The
Indemnifying Party also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action.
After notice from the Indemnifying Party to the Indemnified Party of
the Indemnifying Party's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional
counsel retained by the Indemnified Party, and the Indemnifying Party
will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation, unless:
(i) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests
between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
13
ARTICLE VII. APPLICABLE LAW
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
7.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. TERMINATION
8.1 This Agreement shall terminate:
(a) at the option of any party upon four months' advance written notice
to the other parties unless otherwise agreed in a separate written
agreement among the parties; or
(b) at the option of the Administrator or the Underwriter upon
institution of formal proceedings against the Company by the NASD,
NASD Regulation, Inc. ("NASDR"), the SEC, the insurance commission of
any state or any other regulatory body regarding the Company's duties
under this Agreement or related to the sale of the Contracts, the
administration of the Contracts, the operation of the Separate
Accounts, or the purchase of the Shares, which in the judgment of the
Administrator or the Underwriter are reasonably likely to have a
material adverse effect on the Company's ability to perform its
obligations under this Agreement; or
(c) at the option of the Company upon institution of formal proceedings
against the Administrator, the PIMS Fund, the MMS Fund or the
Underwriter by the NASD, NASDR, the SEC, or any state securities or
insurance department or any other regulatory body, related to the
purchase or sale of the Shares or the operation of the PIMS Fund or
the MMS Fund, which in the judgment of the Company are reasonably
likely to have a material adverse effect on the Administrator's or
the Underwriter's ability to perform its obligations under this
Agreement; or
(d) at the option of the Company if a Portfolio delineated in SCHEDULE A
ceases to qualify as a Regulated Investment Company under Subchapter
M of the Code (a "RIC"), or under any successor or similar provision,
and the disqualification is not cured within the period permitted for
such cure, or if the Company reasonably believes that any such
Portfolio may fail to so qualify and be unable to cure such
disqualification within the period permitted for such cure; or
(e) at the option of any party to this Agreement, upon another party's
material breach of any provision of this Agreement; provided that
the party not in breach shall give the party in breach notice of the
breach and the party in breach does not cure such breach within 30
days of receipt of such notice of breach; or
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Administrator or
the Underwriter has suffered a material adverse change in its
business, operations or financial condition since the date of this
Agreement or is the subject
14
of material adverse publicity which is likely to have a material
adverse impact upon the business and operations of the Company; or
(g) at the option of the Administrator or the Underwriter, if the
Administrator or the Underwriter respectively, shall determine in
its sole judgment exercised in good faith, that the Company has
suffered a material adverse change in its business, operations or
financial condition since the date of this Agreement or is the
subject of material adverse publicity which is likely to have a
material adverse impact upon the business and operations of the
Administrator or Underwriter.
8.2 Notice Requirement
(a) In the event that any termination of this Agreement is based upon
the provisions of Sections 8.1(b), 8.1(c) or 8.1(d), prompt written
notice of the election to terminate this Agreement for cause shall
be furnished by the party terminating the Agreement to the
non-terminating parties, with said termination to be effective upon
receipt of such notice by the non-terminating parties; provided that
for any termination of this Agreement based on the provisions of
Section 8.1(d), said termination shall be effective upon the
Portfolio's failure to qualify as a RIC and to cure such
disqualification within the period permitted for such cure.
(b) In the event that any termination of this Agreement is based upon the
provisions of Sections 8.1(f) or 8.1(g), prior written notice of the
election to terminate this Agreement for cause shall be furnished by
the party terminating this Agreement to the non-terminating parties.
Such prior written notice shall be given by the party terminating
this Agreement to the non-terminating parties at least 60 days before
the effective date of termination.
8.3 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
8.4 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to
Section 8.1(a) through 8.1(g) of this Agreement and subject to
Section 1.2 of this Agreement, the Company may require the
Administrator and the Underwriter agree on their behalf, to cause
the PIMS Fund and the MMS Fund to continue to make available
additional Shares for so long after the termination of this
Agreement as the Company desires pursuant to the terms and
conditions of this Agreement as provided in paragraph (b) below, for
all Contracts in effect on the effective date of termination of this
Agreement (hereinafter referred to as "EXISTING CONTRACTS"), unless
such further sale of Shares is proscribed by law, regulation or an
applicable regulatory body or the Underwriter requests that the
Company seek an order pursuant to Section 26(c) of the 1940 Act to
permit the substitution of other securities for the Shares of the
Portfolios. The Underwriter agrees to pay for all costs of seeking
such an order, and the Company agrees that it shall reasonably
cooperate with the Underwriter and seek such an order upon request.
Subject to the foregoing the owners of the Existing Contracts shall
be permitted to direct reallocation of investments in the PIMS Fund
and the MMS Fund, redeem investments in the Funds and/or invest in
the Funds upon the making of additional purchase payments under the
Existing Contracts unless such further sale of Shares is proscribed
by law, regulation or an applicable regulatory body.
In no way shall the provisions of this Agreement limit the authority of the
Funds and the Administrator to take such lawful action as any of them may deem
appropriate or advisable in connection with all matters relating to the
operation of the Funds and the sale of the Shares. The parties acknowledge that
nothing in
15
this Agreement shall in any way preclude or prevent either Fund's Board of
Trustees from taking any actions deemed necessary by either such Board in
furtherance of its fiduciary duties to the applicable Fund and its respective
shareholders, which among other things, may include approval of a merger or
consolidation of any Portfolio, the liquidation of any Portfolio, the refusal to
sell Shares of any Portfolio to any person, or to suspend or terminate the
offering of the shares of any Portfolio, if such action is required by law or by
regulatory authorities having jurisdiction or is, in the sole discretion of the
Trustees, acting in good faith and in light of the Trustees' fiduciary duties
under applicable law, necessary and in the best interests of the shareholder of
any Portfolio.
(b) The Administrator and/or Underwriter shall remain obligated to pay
Company the fee in effect as of the date of termination for so long
as Shares are held by the Accounts and Company continues to provide
services to the Accounts. Such fee shall apply to Shares purchased
both prior to and subsequent to the date of termination. This
Agreement, or any provision thereof, shall survive the termination to
the extent necessary for each party to perform its obligations with
respect to Shares for which a fee continues to be due subsequent to
such termination.
ARTICLE IX. NOTICES
9.1 (a) Any notice shall be deemed duly given only if sent by hand or
overnight express delivery, evidenced by written receipt or by certified mail,
return receipt requested, to the other party at the address of such party set
forth below or at such other address as such party may from time to time specify
in writing to the other party. All notices shall be deemed given the date
received or rejected by the addressee.
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, Investment Products Division
WITH A COPY TO:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
16
If to the Administrator:
Allianz Dresdner Asset Management of America L.P.
0000 Xxxxxxxx Xxxxxx -- 0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Managing Director
WITH A COPY TO:
PIMCO Funds Distributors LLC
0000 Xxxxxxxx Xxxxxx -- 0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Chief Administrative Officer
If to the Underwriter:
PIMCO Funds Distributors LLC
0000 Xxxxxxxx Xxxxxx -- 0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Chief Executive Officer
WITH A COPY TO:
PIMCO Funds Distributors LLC
0000 Xxxxxxxx Xxxxxx -- 0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Chief Administrative Officer
ARTICLE X MISCELLANEOUS
10.1 Subject to law (including the U.S. Patriot Act), regulations, court
orders, or as requested by any regulatory agency or governmental body or agency
having jurisdiction over the disclosing party, (i) each party hereto shall treat
as confidential the names and addresses of the owners of the Contracts and all
other information reasonably identified as such in writing by any other party
hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information without the express prior
written consent of the affected party until such time as it may come into the
public domain; and (ii) hereby represents that they will use and disclose
Personal Information (as defined below) only to carry out the purposes for which
it was disclosed to them and will not use or disclose Personal Information if
prohibited by applicable law, including, without limitation, statutes and
regulations enacted pursuant to the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102).
"PERSONAL INFORMATION" means financial and medical information that identifies
an individual personally and is not available to the public, including, but not
limited to, credit history, income, financial benefits, policy or claim
information and medical records. If either party outsources services to a third
party, such third party will agree in writing to maintain the security and
confidentiality of any information shared with them.
17
10.2 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
10.3 This Agreement may be executed simultaneously in counterparts, each of
which taken together shall constitute one and the same instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
10.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, NASDR and state insurance regulators) and shall permit each other and such
authorities (and the parties hereto) reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby. Notwithstanding the foregoing, each party
hereto further agrees to furnish the California Insurance Commissioner with any
information or reports in connection with services provided under this Agreement
which such Commissioner may request in order to ascertain whether the insurance
operations of the Company are being conducted in a manner consistent with the
California laws and regulations.
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary organization action, by such party and when so
executed and delivered this Agreement will be the valid and binding obligation
of such party enforceable in accordance with its terms subject to bankruptcy,
insolvency, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles; (b)
the party has obtained, and during the term of this Agreement will maintain, all
authorizations, licenses, qualifications or registrations required to be
maintained in connection with the performance of its duties under this
Agreement; and (c) the party will comply in all material respects with all
applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Portfolios of the Fund.
18
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY ALLIANZ DRESDNER ASSET
MANAGEMENT OF AMERICA L.P
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice-President Title: Managing Director
PIMCO FUNDS DISTRIBUTORS LLC
By: /s/ Xxxxxx X. Xxxxxx, Xx
------------------------------
Name: Xxxxxx X. Xxxxxx, Xx
Title: Managing Director
19
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Eleven
PORTFOLIOS
PIMCO Foreign Bond
PIMCO Renaissance
PIMCO Target
PIMCO Total Return
PIMCO Short Term
*Class A Shares
20
SCHEDULE B
In consideration of the services provided by the Company, the Administrator and
the Underwriter agree to pay the Company an amount equal to the following basis
points per annum on the average aggregate amount invested by the Company's
Separate Account(s) in each Portfolio under the
Retail Fund Participation
Agreement, such amounts to be paid within 30 days of the end of each calendar
quarter.
PORTFOLIO SUB T/A FEES 12B-1 FEES
--------------------------------------------------------------------------------
PIMCO Foreign Bond 0.15% 0.25%
PIMCO Renaissance 0.20% 0.25%
PIMCO Target 0.20% 0.25%
PIMCO Total Return 0.15% 0.25%
PIMCO Short Term 0.15% 0.25%
The parties agree that there will be no finder's fee paid on purchases of Class
A Shares at net asset value.
21
FIRST AMENDMENT TO THE
RETAIL FUND PARTICIPATION AGREEMENT
Between
ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA L.P.,
PIMCO FUNDS DISTRIBUTORS LLC.
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 26th day of March, 2004
between Hartford Life Insurance Company ("Hartford"), PIMCO Advisors Fund
Management LLC, a Delaware limited liability company ("Administrator") and PIMCO
Advisors Distributors LLC (formerly PIMCO Funds Distributors LLC), a Delaware
limited liability company ("Underwriter").
WHEREAS, Hartford, Underwriter and Allianz Dresdner Asset Management of America
L.P. ("XXXX") entered into a
Retail Fund Participation Agreement dated May 1,
2002 (the "Agreement"); and
WHEREAS, effective September 30, 2002, XXXX assigned all of its right, title and
interest in, and obligations under the Agreement to the Administrator; and
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds;
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedules A and B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
3. Except as amended hereby, the Agreement shall remain in full force and
effect in accordance with its terms.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY PIMCO ADVISORS FUND MANAGEMENT LLC
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx
---------------------------- ----------------------------
Name: Xxxx Xxxxxxx Name: Xxxxxx X. Xxxxxx, Xx
Title: Vice President & Director Title: Managing Director
Date: April 12, 2004 Date: April 5, 2004
1
PIMCO ADVISORS DISTRIBUTORS LLC
By: /s/ Xxxxxx X. Xxxxxx, Xx
----------------------------
Name: Xxxxxx X. Xxxxxx, Xx
Title: Managing Director
Date: April 5, 2004
2
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC,
Separate Account Eleven
PORTFOLIOS
PIMCO Foreign Bond (Class A Shares)
PIMCO PEA Renaissance (Class A Shares)
PIMCO PEA Target (Class A Shares)
PIMCO Total Return (Class A Shares)
PIMCO Short Term (Class A Shares)
PIMCO High Yield (Class A Shares)
PIMCO PEA Value (Class A Shares)
PIMCO Real Return (Class A Shares)
PIMCO Emerging Markets Bond (Class A Shares)
3
SCHEDULE B
In consideration of the services provided by the Company, the Administrator and
the Underwriter agree to pay the Company an amount equal to the following basis
points per annum on the average aggregate amount invested by the Company's
Separate Account(s) in each Portfolio under the
Retail Fund Participation
Agreement, such amounts to be paid within 30 days of the end of each calendar
quarter.
PORTFOLIO SUB T/A FEES 12B-1 FEES
--------------------------------------------------------------------------------
PIMCO Foreign Bond 0.15% 0.25%
PIMCO PEA Renaissance 0.20% 0.25%
PIMCO PEA Target 0.20% 0.25%
PIMCO Total Return 0.15% 0.25%
PIMCO Short Term 0.15% 0.25%
PIMCO High Yield 0.15% 0.25%
PIMCO PEA Value 0.20% 0.25%
PIMCO Real Return 0.15% 0.25%
PIMCO Emerging Markets Bond 0.15% 0.25%
The parties agree that there will be no finder's fee paid on purchases of Class
A Shares at net asset value.
4
THIRD AMENDMENT TO PARTICIPATION AGREEMENT
Between
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
And
HARTFORD LIFE INSURANCE COMPANY
THIS AMENDMENT is made and entered into as of the 19th day of January, 2007
between Hartford Life Insurance Company ("Hartford"), Allianz Global Investors
Fund Management LLC, (formerly PA Fund Management LLC, and PIMCO Advisors Fund
Management LLC), a Delaware limited liability company ("Administrator") and
Allianz Global Investors Distributors LLC, (formerly PA Distributors LLC, PIMCO
Advisors Distributors LLC and PIMCO Funds Distributors LLC), a Delaware limited
liability company ("Underwriter").
WHEREAS, the parties desire to amend the Agreement to allow for the addition of
a certain Fund or Funds,
NOW, THEREFORE, the parties agree as follows:
1. Schedules A and B shall be replaced by the attached Schedules A and B.
2. This Amendment may be executed in counterparts, each of which shall be an
original and both of which shall constitute one instrument.
3. Except as amended hereby, the Agreement shall remain in full force and
effect in accordance with its terms.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment
effective as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY ALLIANZ GLOBAL INVESTORS FUND
MANAGEMENT LLC
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx Xxxxxx
------------------------- -------------------------
Name: Xxxxx Xxxxx Name: Xxxxxx Xxxxxx LEGAL
Title: Assistant Vice President Title: Managing Director RHK
Date: 1/9/07 Date: 01/17/07
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
By: /s/ Xxx Xxxxxxx
-------------------------
Name: Xxx Xxxxxxx LEGAL
Title: Managing Director RHK
Date: 1-19-07
1
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, 401
403 AND 457 MARKETS
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Eleven
2
SCHEDULE B
In consideration of the services provided by the Company, Allianz Global
Investors FUND MANAGEMENT LLC AND ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
agrees to pay the Company an amount equal to the following basis points per
annum on the average aggregate amount invested by the Company's Separate
Account(s) in each Portfolio under the Fund Participation Agreement, such
amounts to be paid within 30 days of the end of each calendar quarter.
CLASS A SHARES:
PORTFOLIO SUB T/A FEES 12B-1 FEES*
--------------------------------------------------------------------------------------------------------
ALLIANZ FUNDS
Allianz Global Investors Multi-Style 0.25% 0.25%
CCM Capital Appreciation Fund 0.25% 0.25%
CCM Focused Growth Fund 0.25% 0.25%
CCM Mid-Cap Fund 0.25% 0.25%
NFJ Dividend Value Fund 0.25% 0.25%
NFJ International Value Fund 0.25% 0.25%
NFJ Large Cap Value Fund 0.25% 0.25%
NFJ Mid-Cap Value Fund 0.25% 0.25%
NFJ Small-Cap Value Fund (Closed) 0.25% 0.25%
OCC Core Equity Fund 0.25% 0.25%
OCC Renaissance Fund 0.25% 0.25%
OCC Value Fund 0.25% 0.25%
OCC Growth Fund 0.25% 0.25%
OCC Equity Premium Strategy Fund 0.25% 0.25%
OCC Opportunity Fund 0.25% 0.25%
OCC Target Fund 0.25% 0.25%
NACM Emerging Markets Opportunities 0.25% 0.25%
NACM Flex-Cap Value Fund 0.25% 0.25%
NACM Global Fund 0.25% 0.25%
NACM Growth Fund 0.25% 0.25%
NACM International Fund 0.25% 0.25%
NACM Pacific Rim Fund 0.25% 0.25%
RCM Biotechnology Fund 0.25% 0.25%
RCM Global Resources Fund 0.25% 0.25%
RCM Global Small-Cap Fund 0.25% 0.25%
RCM Healthcare Fund 0.25% 0.25%
RCM International Growth Equity Fund 0.25% 0.25%
RCM Large-Cap Growth Fund 0.25% 0.25%
3
PORTFOLIO SUB T/A FEES 12B-1 FEES*
--------------------------------------------------------------------------------------------------------
RCM Mid-Cap Fund 0.25% 0.25%
RCM Strategic Growth Fund 0.25% 0.25%
RCM Technology Fund 0.25% 0.25%
PIMCO FUNDS SUB T/A FEES 12B-1 FEES*
-----------------------------------------------------------------------------------------------------------
PIMCO All Asset Fund 0.15% 0.25%
PIMCO All Asset All Authority Fund 0.15% 0.25%
PIMCO California Intermediate Muni Bond Fund 0.15% 0.25%
PIMCO Commodity Real Return Strategy Fund 0.15% 0.25%
PIMCO Developing Local Markets 0.15% 0.25%
PIMCO Diversified Income Fund 0.15% 0.25%
PIMCO Emerging Markets Bond Fund 0.15% 0.25%
PIMCO Floating Income Fund 0.15% 0.25%
PIMCO Foreign Bond Fund (U.S. Dollar Hedged) 0.15% 0.25%
PIMCO Foreign Bond Fund (Unhedged) 0.15% 0.25%
PIMCO Fundamental IndexPlus TR 0.15% 0.25%
PIMCO Global Bond Fund (U.S. Dollar Hedged) 0.15% 0.25%
PIMCO GNMA Fund 0.15% 0.25%
PIMCO High Yield Fund 0.15% 0.25%
PIMCO International StocksPlus TR Strategy (U.S. Dollar Hedged) 0.15% 0.25%
PIMCO International StocksPlus TR Strategy (Unhedged) 0.15% 0.25%
PIMCO Investment Grade Corporate Bond Fund 0.15% 0.25%
PIMCO Long-Term U.S. Government Fund 0.15% 0.25%
PIMCO Low Duration Fund 0.15% 0.25%
PIMCO Money Market Fund 0 0.10%
PIMCO Municipal Bond Fund 0.15% 0.25%
PIMCO New York Municipal Bond Fund 0.15% 0.25%
PIMCO Real Estate Real Return Strategy Fund 0.15% 0.25%
PIMCO Real Return Fund 0.15% 0.25%
PIMCO Short Duration Municipal Income Fund 0.15% 0.20%
PIMCO Short-Term Fund 0.15% 0.20%
PIMCO Small-Cap StocksPlus TR Fund 0.15% 0.25%
PIMCO StocksPlus Fund 0.15% 0.25%
PIMCO StocksPlus Total Return Fund 0.15% 0.25%
PIMCO StocksPlus TR Short Strategy Fund 0.15% 0.25%
PIMCO Total Return Fund 0.15% 0.25%
PIMCO Total Return Mortgage Fund 0.15% 0.25%
4
CLASS R SHARES:
PORTFOLIO SUB T/A FEES 12B-1 FEES*
--------------------------------------------------------------------------------------------------------
ALLIANZ FUNDS
Allianz CCM Capital Appreciation Fund 0.25% 0.50%
Allianz CCM Mid-Cap Fund 0.25% 0.50%
Allianz NACM Global Fund 0.25% 0.50%
Allianz NACM International Fund 0.25% 0.50%
Allianz NFJ Dividend Value Fund 0.25% 0.50%
Allianz NFJ Large-Cap Value Fund 0.25% 0.50%
Allianz NFJ Small-Cap Value Fund (Closed) 0.25% 0.50%
Allianz OCC Equity Premium Strategy Fund 0.25% 0.50%
Allianz OCC Growth Fund 0.25% 0.50%
Allianz OCC Value Fund 0.25% 0.50%
Allianz OCC Renaissance Fund 0.25% 0.50%
Allianz RCM Mid-Cap Fund 0.25% 0.50%
Allianz RCM Large-Cap Growth Fund 0.25% 0.50%
PIMCO FUNDS
PIMCO All Asset Fund 0.15% 0.50%
PIMCO StocksPLUS Fund 0.15% 0.50%
PIMCO Real Return Fund 0.15% 0.50%
PIMCO High Yield Fund 0.15% 0.50%
PIMCO Foreign Bond Fund (U.S. Dollar Hedged) .015% 0.50%
PIMCO Total Return Fund 0.15% 0.50%
PIMCO Low Duration Fund 0.15% 0.50%
PIMCO Short-Term Fund 0.15% 0.45%
------------
* These fees shall only be paid if they are received by the Administrator
and/or Distributor pursuant to the 12b-1 plan applicable to the Fund
described.
The parties agree that there will be no finder's fee paid on purchases of Class
A Shares at net asset value.
5
ALLIANZ FUNDS ADMIN/INSTL
FUND NAME CLASS 12B-1 FEE
-----------------------------------------------------------------------------
Allianz Global Investors Multi-Style Fund Instl 0
CCM Capital Appreciation Instl 0
CCM Capital Appreciation Admin 0.25%
CCM Emerging Companies (Closed) Instl 0
CCM Emerging Companies (Closed) Admin 0.25%
CCM Focused Growth Instl 0
CCM Mid-Cap Instl 0
CCM Mid-Cap Admin 0.25%
NFJ Dividend Value Instl 0
NFJ Dividend Value Admin 0.25%
NFJ International Value Instl 0
NFJ Large Cap Value Instl 0
NFJ Large Cap Value Admin 0.25%
NFJ Mid-Cap Value Instl 0
NFJ Small-Cap Value (Closed) Instl 0
NFJ Small-Cap Value (Closed) Admin 0.25%
OCC Equity Premimum Strategy Instl 0
OCC Equity Premimum Strategy Admin 0.25%
OCC Growth Instl 0
OCC Growth Admin 0.25%
OCC Opportunity Instl 0
OCC Opportunity Admin 0.25%
OCC Target Instl 0
OCC Target Admin 0.25%
OCC Core Equity Instl 0
OCC International Equity Instl 0
OCC Renaissance Instl 0
OCC Renaissance Admin 0.25%
OCC Value Instl 0
OCC Value Admin 0.25%
NACM Flex-Cap Value Instl 0
NACM Flex-Cap Value Admin 0.25%
NACM Global Instl 0
NACM Global Admin 0.25%
NACM Growth Instl 0
6
FUND NAME CLASS 12B-1 FEE
-----------------------------------------------------------------------------
NACM Growth Admin 0.25%
NACM International Instl 0
NACM International Admin 0.25%
NACM Pacific Rim Instl 0
RCM Financial Services Instl 0
RCM Global Resources Instl 0
RCM Global Small-Cap Instl 0
RCM International Growth Equity Instl 0
RCM International Growth Equity Admin 0.25%
RCM Large-Cap Growth Instl 0
RCM Large-Cap Growth Admin 0.25%
RCM Mid-Cap Instl 0
RCM Mid-Cap Admin 0.25%
RCM Small-Cap Growth Instl 0
RCM Strategic Growth Instl 0
RCM Strategic Growth Admin 0.25%
RCM Technology Instl 0
RCM Technology Admin 0.25%
7
TERMINATION, NEW AGREEMENTS AND AMENDMENTS
RELATING TO INTERMEDIARY AGREEMENTS FOR PIMCO VARIABLE INSURANCE TRUST
THIS TERMINATION, AGREEMENT AND AMENDMENT made this 19th day of November , 2010,
and effective as of the Effective Date (as defined below), by and among Allianz
Global Investors Distributors LLC ("AGID"), PIMCO Investments LLC ("PI") and
Hartford Life Insurance Company, Inc. (the "INTERMEDIARY").
WHEREAS, AGID has served as the principal underwriter for PIMCO Variable
Insurance Trust (the "FUND") and its several series of shares (each a
"PORTFOLIO") pursuant a Distribution Contract with the Fund;
WHEREAS, AGID, the Fund and the Intermediary have entered into a Participation
Agreement, as amended (or amended and restated) through the date hereof (the
"PARTICIPATION AGREEMENT"), pursuant to which AGID has made available for
purchase by the Intermediary, on behalf of segregated asset accounts of the
Insurance Company, shares of the Portfolios and performed various other
functions;
WHEREAS, AGID and the Intermediary have separately entered into one or more
Selling Agreements or similar agreements (each an "AGID INTERMEDIARY AGREEMENT")
relating to the Participation Agreement, pursuant to which the Intermediary has
provided distribution, shareholder servicing, processing of transactions,
administrative, recordkeeping and/or other services for some or all of the
Portfolios and one or more of their classes of shares (each a "CLASS");
WHEREAS, as of the date of this Termination, Agreement and Amendment first
written above, PI either will in the future replace or has already replaced AGID
as the principal underwriter for the Fund by entering into a distribution
agreement with the Fund that will take effect (or previously took effect)
immediately following the termination of the existing Distribution Contract
between AGID and the Fund (the "EFFECTIVE DATE OF CHANGE OF FUND DISTRIBUTOR" as
used herein shall mean the date as of which such distribution agreement between
PI and the Fund takes or took effect, and "EFFECTIVE DATE" as used herein shall
mean the date that is the later of (i) the date of this Termination, Agreement
and Amendment first written above and (ii) the Effective Date of Change of Fund
Distributor);
WHEREAS, AGID, PI and the Intermediary wish to enter into this Termination,
Agreement and Amendment for the purposes of (i) terminating each AGID
Intermediary Agreement and simultaneously establishing and entering into new
agreements (each a "PI INTERMEDIARY AGREEMENT") between PI and Intermediary,
each upon the same terms and conditions (except as provided herein) specified in
the corresponding AGID Intermediary Agreement, except that PI will be party to
each such Agreement in place of AGID, and (ii) making certain amendments to the
PI Intermediary Agreements to include additional provisions not included in the
current AGID Intermediary Agreements.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, AGID, PI and the Intermediary hereby agree
as follows:
I. TERMINATION OF AGID INTERMEDIARY AGREEMENTS
A. Each AGID Intermediary Agreement is hereby terminated with
effect as of the Effective Date. By their signatures below,
AGID and Intermediary hereby waive their respective rights to
any advance notice, delivery or other requirements for
termination that are called for under each AGID Intermediary
Agreement (to the extent not accomplished by the execution and
delivery of this instrument).
B. Notwithstanding the termination described in Section I.A., AGID
and Intermediary shall continue to be responsible under each
AGID Intermediary Agreement for making or causing to be made
any payments or reimbursements of fees, charges and expenses
(including, without limitation, distribution and/or servicing
fees and sub-transfer agency and other sub-administration fees)
to the other party or to a third-party with respect to the
Portfolios and Class(es) of shares covered by such AGID
Intermediary Agreement where such fees, charges or expenses
accrued and are payable with respect to periods ending prior to
the Effective Date, PROVIDED, HOWEVER,that if the Effective
Date is after the Effective Date of Change of Fund Distributor,
Intermediary agrees that any such payments owed by AGID may be
made instead by PI in satisfaction of AGID's obligations under
an AGID Intermediary Agreement. It is
1
understood and agreed that any liability, indemnification or
related obligations of AGID or Intermediary for breach of
contract or otherwise arising under an AGID Intermediary
Agreement with respect to alleged actions or omissions that
occurred prior to the Effective Date shall survive the
termination of the AGID Intermediary Agreement and continue to
be the responsibility of AGID or the Intermediary, as
applicable. It is further understood and agreed that any
liability, indemnification or related obligations of PI or
Intermediary for breach of contract or otherwise arising under
a PI Intermediary Agreement with respect to alleged actions or
omissions that occur on or after the Effective Date shall be
the sole responsibility of PI or the Intermediary, as
applicable, and not AGID.
II. ENTRY INTO PI INTERMEDIARY AGREEMENTS
A. With respect to each AGID Intermediary Agreement (for these
purposes, each a "CORRESPONDING AGID AGREEMENT "), each of PI
and Intermediary by their signatures below hereby enter into a
separate PI Intermediary Agreement, the terms and conditions of
which shall be the terms and conditions of the Corresponding
AGID Agreement to the extent specified in and subject to the
remainder of this Section II. and as otherwise provided herein.
For these purposes, with respect to each PI Intermediary
Agreement established hereunder, its Corresponding AGID
Agreement is hereby incorporated by reference into and made a
part of this Termination, Agreement and Amendment. Each such PI
Intermediary Agreement shall be effective as of the Effective
Date.
B. With respect to each such PI Intermediary Agreement:
1. Except as specifically provided herein or the context clearly
indicates otherwise, each of PI and Intermediary hereby agrees
to, and agrees to be bound by, all terms and conditions
specified in the Corresponding AGID Agreement assuming PI is
substituted for AGID as a party thereto, as such terms and
conditions are used and applied in the PI Intermediary
Agreement, such that PI shall under the PI Intermediary
Agreement, on and after the Effective Date, be and have and/or
be entitled to the responsibilities, duties, obligations,
rights and benefits of the "Distributor," "Underwriter," "we,"
"us" or other defined term used to define and refer to AGID
under the Corresponding AGID Agreement; and Intermediary shall
under the PI Intermediary Agreement, on and after the Effective
Date, have and/or be entitled to the responsibilities, duties,
obligations, rights and benefits it has under the Corresponding
AGID Agreement but with PI as the counterparty (in place of
AGID) under the PI Intermediary Agreement.
2. Without limiting the generality of the foregoing, under the PI
Intermediary Agreement, each of PI and Intermediary hereby:
a. makes and agrees to all of the representations, warranties,
covenants and undertakings made or agreed to by AGID or
Intermediary, as applicable, under the Corresponding AGID
Agreement (assuming PI is a party thereto in place of AGID)
and represents and warrants that the same are or will be true
and binding as of the Effective Date and will continue in full
force and effect thereafter until further notice from one
party to the other, as applicable;
b. agrees to be responsible for and make or cause to be made, on
and after the Effective Date, all payments and reimbursements
of fees, charges and expenses (including, without limitation,
distribution and/or servicing fees and sub-transfer agency and
other sub-administration fees) with respect to the Portfolios
and Class(es) of shares covered by the PI Intermediary
Agreement to the other party or to a third-party where such
fees, charges or expenses accrue and become payable on and
after the Effective Date; and
c. agrees to observe and be bound in all respects by the standard
of care, liability, breach, indemnification, governing law,
and related provisions applicable to AGID or Intermediary, as
applicable, under the Corresponding AGID Agreement (assuming
PI is
2
a party thereto in place of AGID) but not, by way of
clarification, with respect to alleged actions or omissions
of AGID or Intermediary that occurred under the
Corresponding AGID Agreement (which shall continue to be
governed by the Corresponding AGID Agreement and apply to
AGID or the Intermediary, as applicable).
C. Any notice to be provided to PI under the PI Intermediary Agreement
shall be provided to the address as shown below, and the applicable
notice provisions of the Corresponding AGID Agreement as incorporated
into the PI Intermediary Agreement are hereby revised accordingly:
PIMCO Investments LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: XxxxxxxxxxxxXxxXxxxxxXxxx@xxxxx.xxx
D. PI and Intermediary understand and agree that each PI Intermediary
Agreement established hereby, although so established pursuant to this
single instrument, shall be treated for all purposes as a separate
agreement from all other PI Intermediary Agreements, and the rights and
responsibilities of each party under a PI Intermediary Agreement shall
be several and not combined with or dependent or conditioned upon the
rights and responsibilities of the parties under any other PI
Intermediary Agreement.
III. OTHER
A. This Termination, Agreement and Amendment may not be assigned or
amended by any party without the consent of the other parties. For
the avoidance of doubt, the particular assignment, amendment,
termination and related terms and conditions of each AGID
Intermediary Agreement, and each new PI Intermediary Agreement
established pursuant to this Termination, Agreement and Amendment,
shall govern any future assignment, amendment or termination of each
such Agreement.
B. Any notice to be provided to Intermediary under a PI Intermediary
Agreement, an AGID Intermediary Agreement or any other agreement
entered into between Intermediary and AGID or its affiliates shall be
provided to the address identified on the signature page to this
Agreement, and the applicable notice provisions of these agreements
are hereby revised accordingly.
C. If and to the extent that this Termination, Agreement and Amendment
is deemed to constitute an assignment, novation or termination of an
AGID Intermediary Agreement, the parties by their signatures below
hereby consent, as applicable, to any such assignment, novation or
termination, waive their respective rights to any advance notice or
other requirements for the same that are called for under the AGID
Intermediary Agreement (to the extent not accomplished by the
execution and delivery of this Amendment and Agreement), and agree
that each PI Intermediary Agreement, upon its effectiveness as
specified herein, is a newly effective and binding agreement among
the parties thereto.
D. Without limiting the scope of any privacy-related or similar
agreement or term in an existing AGID Intermediary Agreement, each
party to each PI Intermediary Agreement established hereby agrees to
comply with all applicable federal and state laws and regulations
related to the collection, storage, handling, processing and transfer
of non-public personal information ("APPLICABLE LAWS"), including
without limitation the Massachusetts Standards for the Protection of
Personal Information, 201 CMR 17.00, et. seq., and to implement and
maintain appropriate security measures to protect the
confidentiality, security and integrity of non-public personal
information in the manner provided for under and to the extent
required by all such Applicable Laws (as applicable to PI on and
after the Effective Date).
3
IV. COUNTERPARTS
This Termination, Agreement and Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original.
4
IN WITNESS WHEREOF, the undersigned has caused this Termination, Agreement and
Amendment to be executed as of Nov. 19, 2010.
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
LEGAL /s/ Xxxxxx Xxxxxx
-----------------------------------
[ILLEGIBLE] By: Xxxxxx Xxxxxx
Title: Managing Director
PIMCO INVESTMENTS LLC
BUSINESS LEGAL /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
[ILLEGIBLE] [ILLEGIBLE] By: Xxxxxxx X. Xxxxxx
Title: Head of Business Management
Hartford Life Insurance Company,
Inc.
/s/ Xxxxxxx X. Xxxx
-----------------------------------
By: Xxxxxxx X. Xxxx
Title: AVP
ADDRESS AND RELATED INFORMATION FOR NOTICES TO INTERMEDIARY:
[To be completed by Intermediary]
Address: Hartford Life Insurance Company, Inc
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
E-mail: XXxxx@Xxxxxxxxxxxx.xxx
5
FOURTH AMENDMENT TO
RETAIL FUND PARTICIPATION AGREEMENT
This FOURTH AMENDMENT to the
Retail Fund Participation Agreement, dated May 1,
2002, as amended (the "AGREEMENT") made effective as of December 14, 2010, is by
and among Allianz Global Investors Distributors LLC ("AGID"), the principal
underwriter for PIMCO Equity Series (the "EQUITY TRUST") and Allianz Funds
Multi-Strategy Trust ("MST"), Allianz Global Investors Fund Management LLC
("ADMINISTRATOR"), and Hartford Life Insurance Company ("COMPANY" or
"HARTFORD").
WHEREAS, AGID is also the principal underwriter for PIMCO Funds and Allianz
Funds (together, the "EXISTING TRUST PORTFOLIOS");
WHEREAS, under the Agreement, the Company purchases Shares in the Portfolios on
behalf of Company's Separate Account(s) from AGID to fund Company's insurance
Contracts issued and administered by Company to retirement plans; and
WHEREAS, AGID and the Company seek to enter into this Fourth Amendment to the
Agreement to permit the Company to make additional Shares available, including
series of the Equity Trust and MST and Shares of any open-end investment company
registered under the Investment Company Act of 1940 for which notice is provided
to you for inclusion under the Agreement SCHEDULE B hereof (any such open-end
investment company, including any series thereof, a "NEW TRUST"), subject to the
terms and conditions of the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, AGID, Administrator and the Company hereby
agree as follows:
1. Equity Trust, MST and New Trusts. The Agreement is hereby amended to
incorporate the Equity Trust, any current and future series of the Equity Trust
(the "EQUITY FUND(S)"), the MST, any current and future series of MST (the "MST
FUND(S)") and anyNew Trust, and any current and future series of any New Trust
(the "NEW FUND(S)"), to permit the Company to purchase such classes of Shares.
Accordingly, the definition of "TRUST" as used in the Agreement is hereby
amended to include the Equity Trust, MST and any New Trust, and the definition
of "FUND" is hereby amended to include any Equity Fund, MST Fund and any New
Trust and its series. Each of the Equity Trust, any Equity Fund, the MST, any
MST Fund, and any New Trust are hereby added to any schedule of trusts and/or
funds set forth in the Agreement or any exhibit or attachment thereto, as
applicable. For the avoidance of doubt, it is the intent of the parties hereto
to amend the Agreement to incorporate the Equity Trust, MST and any New Trust,
as well as any currently existing series thereof or series thereof created in
the future, and the provisions of this Fourth Amendment and the Agreement shall
be interpreted as broadly as possible to give effect to this intent.
Notwithstanding the foregoing, AGID may in its discretion determine that any
Equity
1
Fund, MST Fund, New Trust or class thereof shall not be added to the Agreement
provided AGID notifies the Company.
2. The parties represent and warrant that all of the representations,
warranties and undertakings made in the Agreement continue to be true as of the
date of this Fourth Amendment and will continue in full force and effect until
further notice from affected party.
3. The Company agrees that it will not offer or sell Shares of an Equity Fund,
MST Fund or a New Trust until the registration statement for such Shares has
been declared effective by the Securities and Exchange Commission.
4. Definitions. For purposes of this Fourth Amendment, certain terms are used
as defined in the preamble or body of this Fourth Amendment. The following terms
shall have the following meanings, unless a different meaning is clearly
required by the context:
The term "SHARES" means the interests of shareholders corresponding to the
redeemable securities of record issued by a series of an Existing Trust, the
Equity Trust, the MST or any New Trust.
5. Sales Charges, Dealer Discounts(Commissions) and/or Fees. The fee rate
and/or compensation payable (if any) under the Agreement with respect to an
Equity Fund, New Fund or an MST Fund, as applicable, shall be (i) for Class P,
Administrative Class and Class D Shares of an Equity Fund, the same as the
current fee rate and/or compensation payable (if any) with respect to the same
class of Shares of the PIMCO Funds under the Agreement; (ii) for Class P,
Administrative Class and Class D Shares of an MST Fund, the same as the current
fee rate and/or compensation payable (if any) with respect to the same class of
Shares of the Allianz Funds under the Agreement and (iii) for Class A, Class C
and Class R Shares, the same as the current fee rate and/or compensation payable
with respect to the same class of Shares of the Allianz Funds under the
Agreement (except for marketing support payments on Class A and Class C Shares
of an Equity Fund, which will be paid in accordance with the fee rates with
respect to the same class of Shares for PIMCO Funds under the Agreement). With
respect to a New Trust, thirty days' written notice will be provided to the
Intermediary regarding the New Trust and the fee rate and/or compensation to be
paid (if any) to the Intermediary with respect to such New Trust.
6. Notwithstanding any other provision of the Agreement to the contrary,
SECTION 5 OF THIS FOURTH AMENDMENT may be amended with thirty (30) days' written
notice provided by AGID to the Company proposing the changes thereto. Company
shall notify AGID in writing of its acceptance and the accepted notice shall be
attached to this Agreement. No notice is effective until accepted by Company.
7. This Fourth Amendment may not be assigned by either party without the
consent of the other party.
2
8. Except as expressly provided herein, the Agreement shall remain in full
force and effect in accordance with its terms.
9. This Fourth Amendment shall be effective upon its execution hereof and may
be executed in counterparts, each of which shall be deemed to be an original.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as
of the date first above written.
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
/s/ Xxxxx Xxxxxxx
------------------------------------
By: Brain Xxxxxxx
Title: Chief Executive Officer
LEGAL
RHK
ALLIANZ GLOBAL INVESTORS
FUND MANAGEMENT LLC
/s/ Xxxxx Xxxxxxxx
------------------------------------
By: Xxxxx Xxxxxxxx
Title: Managing Director
HARTFORD LIFE INSURANCE COMPANY:
/s/ Xxxxxxx X. Xxxx
------------------------------------
By: Xxxxxxx X. Xxxx
Title: Assistant Vice President
4
AMENDMENT TO INTERMEDIARY AGREEMENTS
AND NEW INTERMEDIARY AGREEMENTS
THIS AMENDMENT AND AGREEMENT made this 13th day of January, 2011, and effective
as of the Effective Date (as defined below), by and among Allianz Global
Investors Distributors LLC ("AGID"), PIMCO Investments LLC ("PI"), Allianz
Global Investors Fund Management LLC ("AGIFM"), Pacific Investment Management
Company LLC ("PIMCO") and Hartford Life Insurance Company, Inc. (the
"INTERMEDIARY").
WHEREAS, AGID has served as the principal underwriter for PIMCO Funds, PIMCO
Equity Series (each a "PIMCO TRUST"), Allianz Funds and Allianz Funds Multi-
Strategy Trust (each an "ALLIANZ TRUST" and, together with the PIMCO Trusts, the
"EXISTING TRUSTS") pursuant to separate distribution agreements with each
Existing Trust;
WHEREAS, AGID has performed or procured the performance of various distribution
and marketing, shareholder servicing and/or other services for the Existing
Trusts and their individual series (each a "Fund") and classes of Shares (each a
"Class");
WHEREAS, AGIFM has served as a sub-administrator for some or all of the PIMCO
Trusts pursuant to arrangements with PIMCO in its capacity as administrator to
the PIMCO Trusts, and has also served as administrator to the Allianz Trusts
pursuant to administration agreements with each Allianz Trust;
WHEREAS, in its capacity as sub-administrator and administrator, AGIFM has
performed or procured the performance of various administrative, shareholder
servicing, recordkeeping, sub-transfer agency and/or other services for some or
all of the Existing Trusts and their Funds and Shares;
WHEREAS, the Intermediary has provided distribution, shareholder servicing,
processing of transactions, administrative, recordkeeping and/or other services
for some or all of the Existing Trusts and their Funds and Classes of Shares
pursuant to one or more AGID/AGIFM Intermediary Agreements (as defined in
Section III.A below);
WHEREAS, as of the date of this Amendment and Agreement first written above, PI
either will in the future replace or has already replaced AGID as the principal
underwriter for each of the PIMCO Trusts by entering into a distribution
agreement with each PIMCO Trust that will take effect (or previously took
effect) immediately following the termination of the existing distribution
agreement between AGID and such PIMCO Trust, on the same date for all PIMCO
Trusts (the "EFFECTIVE DATE OF CHANGE OF PIMCO TRUSTS' DISTRIBUTOR" as used in
this Amendment and Agreement shall mean the date as of which such distribution
agreements between PI and the PIMCO Trusts take or took effect); and AGIFM will
cease or has already ceased to serve as a sub-administrator for the PIMCO Trusts
(the "EFFECTIVE DATE OF TERMINATION OF AGIFM AS SUB-ADMINISTRATOR OF PIMCO
TRUSTS" as used in this Amendment and Agreement shall mean the date as of which
AGIFM's sub-administration arrangements with respect to the PIMCO Trusts have
terminated, and "EFFECTIVE DATE" as used in this Amendment and Agreement shall
mean the date that is the latest of (i) the date of this Amendment and Agreement
first written above, (ii) the Effective Date of Change of PIMCO Trusts'
Distributor and (iii) the Effective Date of Termination of AGIFM as
Sub-Administrator of PIMCO Trusts); and
WHEREAS, AGID, PI, AGIFM, PIMCO and the Intermediary wish to enter into this
Amendment and Agreement for the purposes of (i) amending the existing AGID/
AGIFM Intermediary Agreements to eliminate the PIMCO Trusts from coverage under
such Agreements and (ii) establishing and entering into new Intermediary
Agreements (each a "PI/PIMCO INTERMEDIARY AGREEMENT") among PI, PIMCO and
Intermediary, each upon the same terms and conditions (except as provided
herein) specified in the corresponding AGID/AGIFM Intermediary Agreement, except
that such PI/PIMCO Intermediary Agreement will initially cover only the PIMCO
Trust(s) currently covered under the corresponding AGID/AGIFM Intermediary
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Agreement, and PI and PIMCO will be parties to each such Agreement in place of,
respectively, AGID and AGIFM.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, AGID, PI, AGIFM, PIMCO and the Intermediary
hereby agree as follows:
I. AMENDMENTS TO AGID/AGIFM INTERMEDIARY AGREEMENTS
A. With effect as of the Effective Date, each AGID/AGIFM Intermediary
Agreement is hereby amended to eliminate and remove all PIMCO Trusts
from coverage thereunder, such that Intermediary will no longer
provide, under each such AGID/AGIFM Intermediary Agreement,
distribution, shareholder servicing, processing of transactions,
administrative, recordkeeping and/or other services to the PIMCO
Trusts or their Funds or Classes of Shares specified in such AGID/
AGIFM Intermediary Agreement. Accordingly, as of the Effective Date,
the definition of "Trust" as used in each AGID/AGIFM Intermediary
Agreement is hereby amended to exclude all PIMCO Trusts, and the
definition of "Fund" thereunder is hereby amended to exclude any
series of a PIMCO Trust. By their signatures below, AGID, AGIFM and
Intermediary hereby waive their respective rights to any advance
notice, delivery or other requirements for amendments that are called
for under each AGID/AGIFM Intermediary Agreement (to the extent not
accomplished by the execution and delivery of this Amendment and
Agreement).
B. Notwithstanding the amendments described in Section I.A., AGID, AG1FM
and Intermediary shall continue to be responsible under each
AGID/AGIFM Intermediary Agreement for making or causing to be made
any payments or reimbursements of fees, charges and expenses for
which it is responsible (including, without limitation, sales charges
(including contingent deferred sales charges), distribution and/or
servicing fees, dealer discounts (commissions) and other transaction
fees and charges, and sub-transfer agency and other
sub-administration fees) to another party or to a third-party with
respect to a PIMCO Trust and its Funds and Classes of Shares and
related transactions where such fees, charges or expenses accrued and
are payable with respect to periods ending prior to the Effective
Date PROVIDED, HOWEVER , that if the Effective Date is after the
Effective Date of Change of PIMCO Trusts' Distributor, Intermediary
agrees that any such payments owed by AGID with respect to a PIMCO
Trust may be made instead by PI in satisfaction of AGID's obligations
under an AGID/AGIFM Intermediary Agreement, and further that if the
Effective Date is after the Effective Date of Termination of AGIFM as
Sub-Administrator of PIMCO Trusts, Intermediary agrees that any such
payments owed by AGIFM with respect to a PIMCO Trust may be made
instead by PIMCO in satisfaction of AGIFM's obligations under an
AGID/AGIFM Intermediary Agreement. It is understood and agreed that
any liability, indemnification or related obligations of AGID, AGIFM
or Intermediary for breach of contract or otherwise arising under an
AGID/AGIFM Intermediary Agreement with respect to alleged actions or
omissions that occurred prior to the Effective Date shall continue to
be the responsibility of AGID, AGIFM or the Intermediary, as
applicable. It is further understood and agreed that any liability,
indemnification or related obligations of PI, PIMCO or Intermediary
for breach of contract or otherwise arising under a PI/PIMCO
Intermediary Agreement with respect to alleged actions or omissions
that occur on or after the Effective Date shall be the sole
responsibility of PI, PIMCO or the Intermediary, as applicable, and
not AGID or AGIFM.
C. It is understood and agreed that each AGID/AGIFM Intermediary
Agreement shall remain in full force and effect with respect to the
Allianz Trusts and their Funds and Classes of Shares for all purposes
in accordance with its terms, as amended as provided in Section I.A.
on and after the Effective Date.
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II. ENTRY INTO PI/PIMCO INTERMEDIARY AGREEMENTS
A. With respect to each AGID/AGIFM Intermediary Agreement (for these
purposes, each a "CORRESPONDING AGID/AGIFM AGREEMENT"), each of PI,
PIMCO and Intermediary by their signatures below hereby enter into a
separate PI/PIMCO Intermediary Agreement, the terms and conditions of
which shall be the terms and conditions of the Corresponding
AGID/AGIFM Agreement to the extent specified in and subject to the
remainder of this Section XXX and as otherwise provided in this
Amendment and Agreement. For these purposes, with respect to each
PI/PIMCO Intermediary Agreement established hereunder, its
Corresponding AGID/AGIFM Agreement is hereby incorporated by
reference into and made a part of this Amendment and Agreement. Each
such Pl/PIMCO Intermediary Agreement shall be effective as of the
Effective Date and shall apply to cover each PIMCO Trust covered
under the Corresponding AGID/AGIFM Agreement.
B. With respect to each such PI/PIMCO Intermediary Agreement:
1. On and after the Effective Date, except as specifically provided
herein (including in Section II.B.2 as to the Trusts, Funds and
Classes of Shares covered under the PI/PIMCO Intermediary
Agreement) or the context clearly indicates otherwise, each of PI,
PIMCO and Intermediary hereby agrees to, and agrees to be bound
by, all terms and conditions specified in the Corresponding
AGID/AGIFM Agreement assuming PI is substituted for AGID as a
party thereto and PIMCO is substituted for AGIFM as a party
thereto, as such terms and conditions are used and applied in the
PI/PIMCO Intermediary Agreement, such that PI shall under the
PI/PIMCO Intermediary Agreement be and have and/or be entitled to
the responsibilities, duties, obligations, rights and benefits of
the "Distributor," "Underwriter," "we" or other defined term used
to define and refer to AGID under the Corresponding AGID/AGIFM
Agreement; PIMCO shall under the PIMCO Intermediary Agreement be
and have and/or be entitled to the responsibilities, duties,
obligations, rights and benefits of the "Administrator," "we" or
other defined term used to define and refer to AGIFM under the
Corresponding AGID/AGIFM Agreement; and Intermediary shall under
the PI/PIMCO Intermediary Agreement have and/or be entitled to the
responsibilities, duties, obligations, rights and benefits it has
under the Corresponding AGID/AGIFM Agreement, but solely with PI
as the counterparty in place of AGID and PIMCO as the counterparty
in place of AGIFM, under the PI/PIMCO Intermediary Agreement.
2. On and after the Effective Date, the PI/PIMCO Intermediary
Agreement shall cover and apply to each PIMCO Trust and each Fund
and Class of Shares of such PIMCO Trust currently covered under
the Corresponding AGID/AGIFM Agreement and shall not, by way of
clarification, cover or apply to any Allianz Trust (or Fund or
Class of Shares of any Allianz Trust) covered under the
Corresponding AGID/AGIFM Agreement. Accordingly, the definition of
"Trust" as used in the PI/PIMCO Intermediary Agreement includes
any PIMCO Trust included within such definition under the
Corresponding AGID/AGIFM Agreement, and the definition of "Fund"
thereunder includes any series of such PIMCO Trust. The parties
understand and agree that Trusts, Funds and Classes of Shares for
which PI serves as principal underwriter and PIMCO serves as
administrator may thereafter be added to or removed from coverage
under the PI/PIMCO Intermediary Agreement in accordance with its
terms.
3. Without limiting the generality of the foregoing, under the
PI/PIMCO Intermediary Agreement each of PI, PIMCO and Intermediary
hereby:
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a. makes and agrees to all of the representations, warranties,
covenants and undertakings made or agreed to by AGID, AGIFM
or Intermediary, as applicable, under the Corresponding
AGID/AGIFM Agreement (assuming PI is a party thereto in place
of AGID and PIMCO is a party thereto in place of AGIFM) and
represents and warrants that the same are or will be true and
binding as of the Effective Date and will continue in full
force and effect thereafter until further notice from one
party to the other, as applicable;
b. agrees to be responsible for and make or cause to be made, on
and after the Effective Date, as applicable, all payments and
reimbursements of fees, charges and expenses (including,
without limitation, sales charges (including contingent
deferred sales charges), distribution and/or servicing fees,
dealer discounts (commissions) and other transaction fees and
charges, and sub-transfer agency or other sub-administration
fees) to another party or to a third-party with respect to a
PIMCO Trust and its Funds and Classes of Shares covered by the
PI/PIMCO Intermediary Agreement where such fees, charges or
expenses accrue and become payable on and after the Effective
Date (including, without limitation, contingent deferred sales
charges payable with respect to Share redemptions that occur
after the Effective Date even if they relate to Shares sold
through AGID and Intermediary under the Corresponding
AGID/AGIFM Agreement prior to such Effective Date); and
c. agrees to observe and be bound in all respects by the
standard of care, liability, breach, indemnification,
governing law, and related provisions applicable to AGID,
AGIFM or Intermediary, as applicable, under the Corresponding
AGID/AGIFM Agreement (assuming PI is a party thereto in place
of AGID and PIMCO is a party thereto in place of AGIFM) but
not, by way of clarification, with respect to alleged actions
or omissions of AGID, AGIFM or Intermediary that occurred
under the Corresponding AGID/AGIFM Agreement (which shall
continue to be governed by the Corresponding AGID/AGIFM
Agreement and apply to AGID, AGIFM or the Intermediary, as
applicable).
C. Any notice to be provided to PI or PIMCO under the PI/PIMCO
Intermediary Agreement shall be provided to the addresses as shown
below, and the applicable notice provisions of the Corresponding
AGID/AGIFM Agreement as incorporated into the PI/PIMCO Intermediary
Agreement are hereby revised accordingly:
PIMCO Investments LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: XxxxxxxxxxxxXxxXxxxxxXxxx@xxxxx.xxx
Pacific Investment Management Company LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: XxxxxxxxxxxxXxxXxxxxxXxxx@xxxxx.xxx
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D. The parties understand and agree that the purpose and intent of this
Section II. and other applicable provisions of this Amendment and
Agreement are to establish a new PI/PIMCO Intermediary Agreement
corresponding to each current AGID/AGIFM Intermediary Agreement pursuant
to which PI and PIMCO will, on and after the Effective Date, assume the
roles and responsibilities of AGID and AGIFM, respectively, with respect
to transactions in and distribution and servicing of Shares of the PIMCO
Trusts and their Funds and Classes of Shares upon (except as expressly
provided herein) the same terms and conditions as those that apply to
AGID, AGIFM and Intermediary, as applicable, under the current
AGID/AGIFM Intermediary Agreement, and agree to interpret and resolve
any ambiguities or inconsistencies arising from differences in language,
terminology, definitions or other features among the various AGID/AGIFM
Intermediary Agreements, as they are to be applied and interpreted as
incorporated in the new PI/PIMCO Intermediary Agreements, to be
consistent with such purpose and intent.
E. PI, PIMCO and Intermediary understand and agree that each PI/PIMCO
Intermediary Agreement established hereby, although so established
pursuant to this single instrument, shall be treated for all purposes as
a separate agreement from all other PI/PIMCO Intermediary Agreements,
and the rights and responsibilities of each party under a PI/PIMCO
Intermediary Agreement shall be several and not combined with or
dependent or conditioned upon the rights and responsibilities of the
parties under any other PI/PIMCO Intermediary Agreement.
III. CERTAIN DEFINITIONS
For purposes of this Amendment and Agreement, in addition to the capitalized
terms defined in the preamble or body hereof, the following capitalized terms
shall have the following meanings:
A. The term "AGID/AGIFM INTERMEDIARY AGREEMENT" means and includes each
and every Broker- Dealer Agreement, Selected Dealer Agreement, Dealer
Agreement, Distribution Services Agreement, Selling Agreement,
Shareholder Servicing Agreement, Shareholder Information Agreement,
Networking Agreement and/or any other similar agreement(s) currently
in effect relating to the distribution, shareholder servicing,
processing of transactions, administrative, recordkeeping and/or
other services provided to or with respect to Shares of at least one
of the PIMCO Trusts, and may also relate to any of the other Existing
Trusts, and to which AGID, AGIFM and the Intermediary or any of their
respective predecessors, successors or affiliates is a party, each as
amended (or amended and restated) to the date hereof. By way of
clarification, an AGID/AGIFM Intermediary Agreement does not include
any agreement that covers only Allianz Trusts and no PIMCO Trusts or
that does not include both AGID and AGIFM as parties.
B. The term "SHARES" means the interests of shareholders corresponding
to the securities of record issued by Funds of an Existing Trust.
IV. OTHER
A. This Amendment and Agreement may not be assigned or amended by any
party without the consent of the other parties. For the avoidance of
doubt, the particular assignment, amendment, termination and related
terms and conditions of each AGID/AGIFM Intermediary Agreement, and
each new PI/PIMCO Intermediary Agreement established pursuant to this
Amendment and Agreement, shall govern any future assignment,
amendment or termination of each such Agreement.
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B. Any notice to be provided to Intermediary under a PI/PIMCO
Intermediary Agreement, an AGID/AGIFM Intermediary Agreement or any
other agreement entered into between Intermediary and AGID or AGIFM
or their affiliates shall be provided to the address identified on
the signature page to this Agreement, and the applicable notice
provisions of these agreements are hereby revised accordingly.
C. If and to the extent that (i) AGID or AGIFM comes into possession of
non-public shareholder or other information relating to a PIMCO Trust
after the Effective Date or (ii) PI or PIMCO comes into possession of
non-public shareholder or other information relating to the Allianz
Trusts (for instance, through the receipt of joint or common account
statements), each of AGID, AGIFM, PI and PIMCO, as applicable, agrees
to take reasonable actions to protect and maintain the
confidentiality of such information and to not disclose such
information to third parties, except to the extent required by
applicable law or by regulatory authorities having jurisdiction.
D. If and to the extent that this Amendment and Agreement is deemed to
constitute an assignment, novation or termination of an AGID/AGIFM
Intermediary Agreement, the parties by their signatures below hereby
consent, as applicable, to any such assignment, novation or
termination, waive their respective rights to any advance notice or
other requirements for the same that are called for under the
AGID/AGIFM Intermediary Agreement (to the extent not accomplished by
the execution and delivery of this Amendment and Agreement), and
agree that each AGID/AGIFM Intermediary Agreement, following any such
assignment, novation or termination, and each PI/PIMCO Intermediary
Agreement, upon its effectiveness as specified herein, is a newly
effective and binding agreement among the parties thereto.
E. Without limiting the scope of any privacy-related or similar
agreement or term in an AGID/AGIFM Intermediary Agreement, each party
to each AGID/AGIFM Intermediary Agreement and each party to each
PI/PIMCO Intermediary Agreement established hereby agrees to comply
with all applicable federal and state laws and regulations related to
the collection, storage, handling, processing and transfer of
non-public personal information ("APPLICABLE LAWS"), including
without limitation the Massachusetts Standards for the Protection of
Personal Information, 201 CMR 17.00, et. seq., and to implement and
maintain appropriate security measures to protect the
confidentiality, security and integrity of non-public personal
information in the manner provided for under and to the extent
required by all such Applicable Laws.
V. COUNTERPARTS
This Amendment and Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original.
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IN WITNESS WHEREOF, the undersigned has caused this Novation, Amendment and
Agreement to be executed as of the date first above written.
ALLIANZ GLOBAL INVESTORS PIMCO INVESTMENTS LLC
DISTRIBUTORS LLC
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
By: By: Xxxxxxx X. Xxxxxx
Title: Title: Head of Business Management
BUSINESS [ILLEGIBLE] LEGAL [ILLEGIBLE]
LEGAL [ILLEGIBLE]
ALLIANZ GLOBAL INVESTORS FUND PACIFIC INVESTMENT MANAGEMENT
MANAGEMENT LLC COMPANY LLC
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
By: Xxxxx X. Xxxxxxxx By: Xxxxxxx X. Xxxxxx
Title: Managing Director Title: Senior Vice President
[ILLEGIBLE] LEGAL [ILLEGIBLE]
HARTFORD LIFE INSURANCE COMPANY, INC.
/s/ Xxxxxxx X. Xxxx
--------------------------------
By: Xxxxxxx X. Xxxx
Title: Assistant Vice President
ADDRESS AND RELATED INFORMATION FOR NOTICES TO INTERMEDIARY:
[To be completed by Intermediary]
Address: 000 Xxxxxxxxx XX Xxxxxxxx, XX 00000
Attention: ATTN: XXXXX XXXXXXX
Telephone: 000-000-0000
Facsimile: 000-000-0000
E-mail: Xxxxx.Xxxxxxx@XxxXxxxxxxx.xxx
7
TERMINATION, NEW AGREEMENTS AND AMENDMENTS
RELATING TO INTERMEDIARY AGREEMENTS FOR PIMCO VARIABLE INSURANCE TRUST
THIS TERMINATION, AGREEMENT AND AMENDMENT made this 13th day of January, 2011,
and effective as of the Effective Date (as defined below), by and among Allianz
Global Investors Distributors LLC ("AGID"), PIMCO Investments LLC ("PI") and
Hartford Life Insurance Company, Inc. (the "INTERMEDIARY").
WHEREAS, AGID has served as the principal underwriter for PIMCO Variable
Insurance Trust (the "FUND") and its several series of shares (each a
"PORTFOLIO") pursuant a Distribution Contract with the Fund;
WHEREAS, AGID, the Fund and the Intermediary have entered into a Participation
Agreement, as amended (or amended and restated) through the date hereof (the
"PARTICIPATION AGREEMENT"), pursuant to which AGID has made available for
purchase by the Intermediary, on behalf of segregated asset accounts of the
Insurance Company, shares of the Portfolios and performed various other
functions;
WHEREAS, AGID and the Intermediary have separately entered into one or more
Selling Agreements or similar agreements (each an "AGID INTERMEDIARY AGREEMENT")
relating to the Participation Agreement, pursuant to which the Intermediary has
provided distribution, shareholder servicing, processing of transactions,
administrative, recordkeeping and/or other services for some or all of the
Portfolios and one or more of their classes of shares (each a "CLASS");
WHEREAS, as of the date of this Termination, Agreement and Amendment first
written above, PI either will in the future replace or has already replaced AGID
as the principal underwriter for the Fund by entering into a distribution
agreement with the Fund that will take effect (or previously took effect)
immediately following the termination of the existing Distribution Contract
between AGID and the Fund (the "EFFECTIVE DATE OF CHANGE OF FUND DISTRIBUTOR" as
used herein shall mean the date as of which such distribution agreement between
PI and the Fund takes or took effect, and "EFFECTIVE DATE" as used herein shall
mean the date that is the later of (i) the date of this Termination, Agreement
and Amendment first written above and (ii) the Effective Date of Change of Fund
Distributor);
WHEREAS, AGID, PI and the Intermediary wish to enter into this Termination,
Agreement and Amendment for the purposes of (i) terminating each AGID
Intermediary Agreement and simultaneously establishing and entering into new
agreements (each a "PI INTERMEDIARY AGREEMENT") between PI and Intermediary,
each upon the same terms and conditions (except as provided herein) specified in
the corresponding AGID Intermediary Agreement, except that PI will be party to
each such Agreement in place of AGID, and (ii) making certain amendments to the
PI Intermediary Agreements to include additional provisions not included in the
current AGID Intermediary Agreements.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, AGID, PI and the Intermediary hereby agree
as follows:
I. TERMINATION OF AGID INTERMEDIARY AGREEMENTS
A. Each AGID Intermediary Agreement is hereby terminated with effect as
of the Effective Date. By their signatures below, AGID and
Intermediary hereby waive their respective rights to any advance
notice, delivery or other requirements for termination that are
called for under each AGID Intermediary Agreement (to the extent not
accomplished by the execution and delivery of this instrument).
B. Notwithstanding the termination described in Section I.A., AGID and
Intermediary shall continue to be responsible under each AGID
Intermediary Agreement for making or causing to be made any payments
or reimbursements of fees, charges and expenses (including, without
limitation, distribution and/or servicing fees and sub-transfer
agency and other sub-administration fees) to the other party or to a
third-party with respect to the Portfolios and Class(es) of shares
covered by such AGID Intermediary Agreement where such fees, charges
or expenses accrued and arc payable with respect to periods ending
prior to the Effective Date, PROVIDED, HOWEVER, that if the Effective
Date is after the Effective Date of Change of Fund Distributor.
Intermediary agrees that any such payments owed by AGID may be made
instead by PI in satisfaction of AGID's obligations under an AGID
Intermediary Agreement. It is
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understood and agreed that any liability, indemnification or related
obligations of AGID or Intermediary for breach of contract or
otherwise arising under an AGID Intermediary Agreement with respect to
alleged actions or omissions that occurred prior to the Effective Date
shall survive the termination of the AGID Intermediary Agreement and
continue to be the responsibility of AGID or the Intermediary, as
applicable. It is further understood and agreed that any liability,
indemnification or related obligations of PI or Intermediary for
breach of contract or otherwise arising under a PI Intermediary
Agreement with respect to alleged actions or omissions that occur on
or after the Effective Date shall be the sole responsibility of PI or
the Intermediary, as applicable, and not AGID.
II. ENTRY INTO PI INTERMEDIARY AGREEMENTS
A. With respect to each AGID Intermediary Agreement (for these purposes,
each a "CORRESPONDING AGID AGREEMENT"), each of PI and Intermediary
by their signatures below hereby enter into a separate PI
Intermediary Agreement, the terms and conditions of which shall be
the terms and conditions of the Corresponding AGID Agreement to the
extent specified in and subject to the remainder of this Section II,
and as otherwise provided herein. For these purposes, with respect to
each PI Intermediary Agreement established hereunder, its
Corresponding AGID Agreement is hereby incorporated by reference into
and made a part of this Termination, Agreement and Amendment. Each
such PI Intermediary Agreement shall be effective as of the Effective
Date.
B. With respect to each such PI Intermediary Agreement:
1. Except as specifically provided herein or the context clearly
indicates otherwise, each of PI and Intermediary hereby agrees to,
and agrees to be bound by, all terms and conditions specified in
the Corresponding AGID Agreement assuming PI is substituted for
AGID as a party thereto, as such terms and conditions are used and
applied in the PI Intermediary Agreement, such that PI shall under
the PI Intermediary Agreement, on and after the Effective Date, be
and have and/or be entitled to the responsibilities, duties,
obligations, rights and benefits of the "Distributor,"
"Underwriter," "we," "us" or other defined term used to define and
refer to AGID under the Corresponding AGID Agreement; and
Intermediary shall under the PI Intermediary Agreement, on and
after the Effective Date, have and/or be entitled to the
responsibilities, duties, obligations, rights and benefits it has
under the Corresponding AGID Agreement but with PI as the
counterparty (in place of AGID) under the PI Intermediary
Agreement.
2. Without limiting the generality of the foregoing, under the PI
Intermediary Agreement, each of PI and Intermediary hereby:
a. makes and agrees to all of the representations, warranties,
covenants and undertakings made or agreed to by AGID or
Intermediary, as applicable, under the Corresponding AGID
Agreement (assuming PI is a party thereto in place of AGID)
and represents and warrants that the same are or will be true
and binding as of the Effective Date and will continue in
full force and effect thereafter until further notice from
one party to the other, as applicable;
b. agrees to be responsible for and make or cause to be made, on
and after the Effective Date, all payments and reimbursements
of fees. charges and expenses (including, without limitation,
distribution and/or servicing fees and sub-transfer agency and
other sub-administration fees) with respect to the Portfolios
and Class(es) of shares covered by the PI Intermediary
Agreement to the other party or to a third-party where such
fees, charges or expenses accrue and become payable on and
after the Effective Date; and
c. agrees to observe and be bound in all respects by the
standard of care, liability, breach, indemnification,
governing law, and related provisions applicable to AGID or
Intermediary, as applicable, under the Corresponding AGID
Agreement (assuming PI is
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a party thereto in place of AGID) but not, by way of clarification,
with respect to alleged actions or omissions of AGID or Intermediary
that occurred under the Corresponding AGID Agreement (which shall
continue to be governed by the Corresponding AGID Agreement and apply
to AGID or the Intermediary, as applicable).
C. Any notice to be provided to PI under the PI Intermediary Agreement
shall be provided to the address as shown below, and the applicable
notice provisions of the Corresponding AGID Agreement as incorporated
into the PI Intermediary Agreement are hereby revised accordingly:
PIMCO Investments LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: XxxxxxxxxxxxXxxXxxxxxXxxx@xxxxx.xxx
D. PI and Intermediary understand and agree that each PI Intermediary
Agreement established hereby, although so established pursuant to this
single instrument, shall be treated for all purposes as a separate
agreement from all other PI Intermediary Agreements, and the rights and
responsibilities of each party under a PI Intermediary Agreement shall
be several and not combined with or dependent or conditioned upon the
rights and responsibilities of the parties under any other PI
Intermediary Agreement.
III. OTHER
A. This Termination, Agreement and Amendment may not be assigned or
amended by any party without the consent of the other parties. For
the avoidance of doubt, the particular assignment, amendment,
termination and related terms and conditions of each AGID
Intermediary Agreement, and each new PI Intermediary Agreement
established pursuant to this Termination, Agreement and Amendment,
shall govern any future assignment, amendment or termination of each
such Agreement.
B. Any notice to be provided to Intermediary under a PI Intermediary
Agreement, an AGID Intermediary Agreement or any other agreement
entered into between Intermediary and AGID or its affiliates shall be
provided to the address identified on the signature page to this
Agreement, and the applicable notice provisions of these agreements
are hereby revised accordingly.
C. If and to the extent that this Termination, Agreement and Amendment
is deemed to constitute an assignment, novation or termination of an
AGID Intermediary Agreement, the parties by their signatures below
hereby consent, as applicable, to any such assignment, novation or
termination, waive their respective rights to any advance notice or
other requirements for the same that are called for under the AGID
Intermediary Agreement (to the extent not accomplished by the
execution and delivery of this Amendment and Agreement), and agree
that each PI Intermediary Agreement, upon its effectiveness as
specified herein, is a newly effective and binding agreement among
the parties thereto.
D. Without limiting the scope of any privacy-related or similar
agreement or term in an existing AGID Intermediary Agreement, each
party to each PI Intermediary Agreement established hereby agrees to
comply with all applicable federal and state laws and regulations
related to the collection, storage, handling, processing and transfer
of non-public personal information ("APPLICABLE LAWS"), including
without limitation the Massachusetts Standards for the Protection of
Personal Information, 201 CMR 17.00. et. seq. and to implement and
maintain appropriate security measures to protect the
confidentiality, security and integrity of non-publicpersonal
information in the manner provided for under and to the extent
required by all such Applicable Laws (as applicable to PI on and
after the Effective Date).
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IV. COUNTERPARTS
This Termination, Agreement and Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, the undersigned has caused this Termination, Agreement and
Amendment to be executed as of Jan 13, 2011.
LEGAL ALLIANZ GLOBAL INVESTORS
[ILLEGIBLE] DISTRIBUTORS LLC
BUSINESS LEGAL /s/ Xxxxxx Xxxxxx
-------------------------
[ILLEGIBLE] [ILLEGIBLE] By: Xxxxxx Xxxxxx
Title: Managing Director
PIMCO INVESTMENTS LLC
/s/ Xxxxxxx X. Xxxxxx
-------------------------
By: Xxxxxxx X. Xxxxxx
Title: Head of Business
Management
Hartford Life Insurance Company, Inc.
/s/ Xxxxxxx X. Xxxx
------------------------------------
By: Xxxxxxx X. Xxxx
Title: Assistant Vice President
ADDRESS AND RELATED INFORMATION FOR NOTICES TO INTERMEDIARY:
[To be completed by Intermediary]
Address: 000 Xxxxxxxxx Xx Xxxxxxxx, XX 00000
Attention: Att: Xxxxx Xxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
E-mail: Jared.Xxxxxxx@The Xxxxxxxx.xxx
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NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this 13th day of
January, 2011, and effective as of the Effective Date (as defined below), by and
among Allianz Global Investors Distributors LLC ("AGID"), PIMCO Investments LLC
("PI"), PIMCO Variable Insurance Trust (the "FUND") and Hartford Life Insurance
Company (the "COMPANY").
WHEREAS, AGID has served as the principal underwriter for the Fund and its
several series of shares (each a "PORTFOLIO") pursuant a Distribution Contract
with the Fund;
WHEREAS, AGID, the Fund and the Company have entered into a Participation
Agreement, as amended (or amended and restated) through the date hereof (the
"PARTICIPATION AGREEMENT"), pursuant to which AGID has made available for
purchase by the Company, on behalf of segregated asset accounts of the Company,
shares of the Portfolios and performs various other functions;
WHEREAS, as of the date of this Novation of and Amendment to Participation
Agreement first written above, PI either will in the future replace or has
already replaced AGID as the principal underwriter for the Fund by entering into
a distribution agreement with the Fund that will take effect (or previously took
effect) immediately following the termination of the existing Distribution
Contract between AGID and the Fund (the "EFFECTIVE DATE OF CHANGE OF FUND
DISTRIBUTOR" as used herein shall mean the date as of which such distribution
agreement between PI and the Fund takes or took effect, and "EFFECTIVE DATE" as
used herein shall mean the date that is the later of (i) the date of this
Novation of and Amendment to Participation Agreement first written above and
(ii) the Effective Date of Change of Fund Distributor);
WHEREAS, the Company, the Fund, AGID and PI desire that PI be substituted for
AGID as a party for all purposes under the Participation Agreement effective as
of the Effective Date pursuant to a novation by AGID to PI as specified herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Company, the Fund, AGID and PI hereby
agree as follows:
I. NOVATION. Subject to the terms and conditions contained herein, (i) AGID
hereby irrevocably novates and transfers to PI all of AGID's rights, title and
interests and duties, liabilities and obligations under the Participation
Agreement so as to substitute PI for AGID as a party to the Participation
Agreement for all purposes as of the Effective Date (the "NOVATION"), (ii) PI
hereby irrevocably accepts such rights, title and interests and assumes such
duties, liabilities and obligations from AGID under the Participation Agreement
as of the Effective Date and releases AGID from all such duties, liabilities and
obligations thereunder which would otherwise be required or occur on and after
the Effective Date, (iii) the Company and the Fund hereby consent to such
Novation for all purposes, and (iv) the Company and the Fund hereby irrevocably
release AGID from all of its duties, liabilities and obligations under the
Participation Agreement which would otherwise be required or occur on and after
the Effective Date. Pursuant to the Novation, on and after the Effective Date,
PI agrees to duly perform and discharge all liabilities and obligations arising
out of or related to the Participation Agreement from time to time to be
performed or discharged by it by virtue of this instrument in all respects as if
PI was (and had at all times been) named therein as a party instead of AGID.
II. REPRESENTATIONS AND WARRANTIES. PI hereby makes and agrees to all of the
representations, warranties, covenants and undertakings made or agreed to by
AGID under the Participation Agreement (assuming PI is the party thereto in
place of AGID) as of the Effective Date and represents and warrants that the
same will continue in full force and effect on and after the Effective Date
until further notice by PI to the Company and the Fund.
III. EFFECTIVE DATE AND TERM. The Novation shall become effective as of the
Effective Date and shall extend until the Participation Agreement is thereafter
terminated in accordance with its terms.
AMENDMENTS. (i) The parties agree that all references in the Agreement to
"Allianz Global Investors Distributors LLC" or the name of its predecessors
shall be changed to "PIMCO Investments LLC" as of the Effective Date. Any
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notice to be provided to PI under the Participation Agreement shall be provided
to the address as shown below, and the applicable notice provisions of the
Participation Agreement are hereby revised accordingly:
PIMCO Investments LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: XxxxxxxxxxxxXxxXxxxxxXxxx@xxxxx.xxx
Any notice to be provided to the Company under the Participation Agreement or
any other agreement entered into between the Company and AGID or its affiliates
shall be provided to the address identified on the signature page to this
Agreement, and the applicable notice provisions of these agreements are hereby
revised accordingly.
(ii) Without limiting the scope of any privacy-related or similar agreement or
term in the Participation Agreement, each of the Company, the Fund, AGID and PI
hereby agrees to comply with all applicable federal and state laws and
regulations related to the collection, storage, handling, processing and
transfer of non-public personal information ("APPLICABLE LAWS"), including
without limitation the Massachusetts Standards for the Protection of Personal
Information, 201 CMR 17.00, et. seq., and to implement and maintain appropriate
security measures to protect the confidentiality, security and integrity of
non-public personal information in the manner provided for under and to the
extent required by all such Applicable Laws, and the Participation Agreement is
hereby amended to include this provision (as applicable to PI on and after the
Effective Date).
V. COUNTERPARTS. This Novation of and Amendment to Participation Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original.
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IN WITNESS WHEREOF, the undersigned has caused this Novation of and Amendment to
Participation Agreement to be executed as of the date first above written.
BUSINESS LEGAL PIMCO VARIABLE INSURANCE TRUST
[ILLEGIBLE] [ILLEGIBLE]
/s/ Xxxxxx X. Xxxxxx
------------------------------
By: Xxxxxx X. Xxxxxx
Title: Vice President
LEGAL ALLIANZ GLOBAL INVESTORS DISTRIBUTORS
RHK LLC
/s/ Xxxxxx Xxxxxx
------------------------------
By: Xxxxxx Xxxxxx
Title: Managing Director
BUSINESS LEGAL PIMCO INVESTMENTS LLC
[ILLEGIBLE] [ILLEGIBLE]
/s/ Xxxxxxx X. Xxxxxx
------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Head of Business Management
Hartford Life Insurance Company, Inc.
/s/ Xxxxxxx X. Xxxx
-----------------------------------
By: Xxxxxxx X. Xxxx
Title: Assistant Vice President
ADDRESS AND RELATED INFORMATION FOR NOTICES TO THE COMPANY:
[To be completed by the Company]
Address: 000 Xxxxxxxxx Xx
Xxxxxxxx, XX 00000
Attention: ATTN: XXXXX XXXXXXX
Telephone: 000-000-0000
Facsimile: 000-000-0000
E-mail: Xxxxx.Xxxxxxx@XxxXxxxxxxx.xxx
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