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
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.
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HARTFORD LIFE INSURANCE COMPANY |
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PIMCO ADVISORS FUND MANAGEMENT LLC | ||||
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By: |
[Redacted] |
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By: |
[Redacted] | ||
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Name: |
[Redacted] |
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Name: |
[Redacted] | ||
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Title: |
Vice President & Director |
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Title: |
Managing Director | ||
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Date: |
April 1, 2004 |
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Date: |
April 5, 2004 | ||
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PIMCO ADVISORS DISTRIBUTORS LLC |
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By: |
[Redacted] |
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Name: |
[Redacted] |
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Title: |
Managing Director |
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Date: |
April 5, 2004 |
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SCHEDULE A
Separate Accounts
Each Separate Account established by resolution of the Board of Directors of the Company under the insurance laws of the State of Connecticut to set aside and invest assets attributable to the Contracts. Currently, those Separate Accounts are as follows:
401 Market
K, Kl, K2, K3, K4
TK, TKI, TK2, TK3, TK4
VK, VKl, 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)
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 |
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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.
SECOND 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 22 day of February, 2005 between Hartford Life Insurance Company (“ Hartford”), PA Fund Management LLC, formerly PIMCO Advisors Fund Management LLC, a Delaware limited liability company (“Administrator”) and PA Distributors LLC, formerly PIMCO Advisors Distributors LLC (and PIMCO Funds Distributors LLC), a Delaware limited liability company (“Underwriter” ).
WHEREAS, Hartford, Underwriter and Allianz Global Investors of America L.P., formerly Allianz Dresdner Asset Management of America L.P. (“AGI”) entered into a Retail Fund Participation Agreement dated May 1, 2002 (the “Agreement”); 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.
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HARTFORD LIFE INSURANCE COMPANY |
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PA FUND MANAGEMENT LLC | ||||
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By: |
[Redacted] |
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By: |
[Redacted] | ||
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Name: |
[Redacted] |
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Name: |
[Redacted] | ||
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Title: |
Vice President & Director |
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Title: |
Managing Director | ||
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Date: |
3.17.05 |
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Date: |
March 14, 2005 | ||
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, Kl, K2, K3, K4
TK, TKI, TK2, TK3, TK4
VK, VKl, 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
Portfolios
PIMCO Foreign Bond (Class A Shares)
PIMCO OpCap 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 OpCap Value (Class A Shares)
PIMCO Real Return (Class A Shares)
PIMCO Emerging Markets Bond (Class A Shares)
PIMCO Low Duration (Class R Shares)
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.
Class A Shares:
|
Portfolio |
|
Sub T/A Fees |
|
12b-1 Fees* |
|
|
PIMCO Foreign Bond |
|
0.15 |
% |
0.25 |
% |
|
PIMCO OpCap 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 OpCap Value |
|
0.20 |
% |
0.25 |
% |
|
PIMCO Real Return |
|
0.15 |
% |
0.25 |
% |
|
PIMCO Emerging Markets Bond |
|
0.15 |
% |
0.25 |
% |
|
PIMCO Low Duration |
|
0.15 |
% |
0.25 |
% |
Class R Shares:
|
Portfolio |
|
Sub T/A Fees |
|
12b-1 Fees* |
|
|
PIMCO High Yield |
|
0.15 |
% |
0.50 |
% |
|
PIMCO Low Duration |
|
0.15 |
% |
0.50 |
% |
The parties agree that there will be no finder’s fee paid on purchases of Class A Shares at net asset value.
*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.
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.
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HARTFORD LIFE INSURANCE COMPANY |
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ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC | ||||
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By: |
[Redacted] |
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By: |
[Redacted] | ||
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Name: |
[Redacted] |
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Name: |
[Redacted] | ||
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Title: |
AVP |
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Title: |
Managing Director | ||
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Date: |
1/9/07 |
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Date: |
01/17/07 | ||
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ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC |
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By: |
[Redacted] |
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Name: |
[Redacted] |
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Title: |
Managing Director |
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Date: |
1-19-07 |
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SCHEDULE A
Separate Accounts
Each Separate Account established by resolution of the Board of Directors of the Company under the insurance laws of the State of Connecticut to set aside and invest assets attributable to the Contracts. Currently, those Separate Accounts are as follows:
401 Market
K, K1, K2, K3, K4
TK, TK1, TK2, TK3, TK4
VK, VK1, VK2, VK3, VK4
UK, XX0, XX0, XX0, XX0, 401
403 and 457 Markets
DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Eleven
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 |
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12b-1 Fees* |
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ALLIANZ FUNDS |
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Allianz Global Investors Multi-Style |
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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 |
% |
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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 |
% |
|
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 TIA 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 |
% |
Class R Shares:
|
Portfolio |
|
Sub T/A Fees |
|
12b-1 Fees* |
|
|
ALLIANZ FUNDS |
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|
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) |
|
0.15 |
% |
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 |
% |
The parties agree that there will be no finder’s fee paid on purchases of Class A Shares at net asset value.
*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.
|
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 Premium Strategy |
|
Instl |
|
0 |
|
|
OCC Equity Premium 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 |
|
Inst |
|
0 |
|
|
NACM Flex-Cap Value |
|
Admin |
|
0.25 |
% |
|
NACM Global |
|
Instl |
|
0 |
|
|
NACM Global |
|
Admin |
|
0.25 |
% |
|
NACM Growth |
|
Xxxxx |
|
0 |
|
|
XXXX Xxxxxx |
|
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 |
|
Xxxxx |
|
0 |
|
|
XXX Xxxxxxxxxx |
|
Admin |
|
0.25 |
% |
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 any New 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
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.
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]
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of the date first above written.
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ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC | ||
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Title: |
CEO | |
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ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC | ||
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By: |
[Redacted] | |
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[Redacted] | |
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Title: |
Managing Director | |
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HARTFORD LIFE INSURANCE COMPANY |
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By: |
[Redacted] |
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By: |
[Redacted] |
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Title: |
AVP |
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