Exhibit 23(e)(xi) on Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made as of the 15th day of October, 1999
by and between Huntington VA Funds, a Massachusetts business
trust (the "Trust") and Hartford Life Insurance Company
("Hartford").
WHEREAS, Hartford and the Trust intend to enter into a Fund
Participation Agreement ("Participation Agreement") in order for
certain separate accounts of Hartford ("Separate Accounts") to
purchase shares ("Shares") of funds of the Trust ("Funds"). The
Fund will serve as investment vehicles available under variable
annuity contracts ("Variable Contracts") offered by Hartford.
WHEREAS, the Trust recognizes that Hartford will perform
certain administrative services available to the Funds in the
course of soliciting applications for the Variable Contracts and
in servicing owners of the Variable Contracts.
NOW, THEREFORE, the Trust parties agree as follows:
1. Administrative Services. Hartford agrees to provide
administrative services ("Services") with respect to the Funds,
including but not limited to:
a) Teleservicing support in connection with the Funds;
b) Facilitation of delivery of current prospectuses,
reports, notices, proxies and proxy statements and other
informational materials;
c) Facilitation of the tabulation of Variable Account
owners' votes in the event of a meeting of Fund
shareholders; providing information relating to the Variable
Contracts and Share balances under such Variable Contracts
to the Trust as may be reasonably requested;
d) Provision of communication support services
including providing information about the Funds and
answering questions concerning the Funds, including
questions respecting Variable Contract owners' interests in
one or more Funds;
e) Administration of fund transfers, dollar cost
averaging, asset allocation, portfolio rebalancing, earnings
sweep, and pre-authorized deposits and withdrawals involving
the Funds; and
f) Provision of other services as may be agreed upon
from time to time.
2. Annual Fee. The Trust agrees to pay Hartford a service
fee at an annual rate equal to twenty five (25) basis points
(0.25%) of the average daily net assets of the Shares of the
Funds held in Separate Accounts. For purposes of computing the
payment to Hartford under this paragraph, Hartford shall compute
the average daily net assets of Shares held in Separate Accounts
over a monthly period by totaling such Separate Accounts'
aggregate investment (Shares net asset value multiplied by total
number of Shares held by such Separate Accounts) on each business
day during the calendar month, and dividing the total number of
business days during such month. The payment to Hartford under
this paragraph shall be calculated by Hartford and communicated
to the Trust at the end of each calendar month and will be paid
to Hartford within 30 days thereafter.
3. Termination. This Agreement may be terminated by
written notice only upon termination or assignment of the Fund
Participation Agreement between Hartford and the Trust.
Notwithstanding the termination of this Agreement, Huntington
will continue to pay the service fees in accordance with Section
2 so long as net assets of Hartford or a Separate Account remain
in a Fund and Hartford continues to provide Services, provided
such continued payment is permitted in accordance with applicable
law and regulation.
4. Amendment. This Agreement may be amended only upon
mutual agreement of Hartford and the Trust in writing.
5. Miscellaneous. Nothing in this Agreement shall amend,
modify or supersede any contractual terms, obligations or
covenants between Hartford and the Trust previously or currently
in effect, including those contractual terms, obligations or
covenants contained in the Fund Participation Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President, Investment
Product Sales
HUNTINGTON VA FUNDS
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
FIRST AMENDMENT
to
ADMINISTRATIVE SERVICES AGREEMENT
THIS AMENDMENT is made as of the 1st day of September, 2002 by
and between Huntington VA Funds, a Massachusetts business trust
(the "Trust") and Hartford Life Insurance Company ("Hartford").
WHEREAS, Hartford and the Trust have entered into a Fund
Participation Agreement ("Participation Agreement") in order for
certain separate accounts of Hartford (Separate Account") to
purchase shares ("Shares") of funds of the Trust ("Funds"). The
Funds will serve as investment vehicles available under variable
annuity contracts ("Variable Contracts") offered by Hartford; and
WHEREAS, Hartford and Trust entered into an Administrative
Services Agreement ("Agreement") on October 15, 1999, for
Hartford to perform certain administrative services valuable to
the Funds in the course of soliciting applications for the
Variable Contracts and servicing owners of the Variable
Contracts; and
WHEREAS, the Trust and Hartford desire to amend the Agreement to
provide for administrative services for additional Variable
Contracts.
NOW THEREFORE, Section 2 of the Agreement is deleted in its
entirety and replaced with the following:
2. Annual Fee. In consideration of the services provided
by Hartford, the Trust agrees to or shall cause Huntington Asset
Advisors to pay Hartford a service fee in an amount equal to the
following basis points per annum on the average daily net assets
of the Funds held by the Company's Separate Account(s) under the
Fund Participation Agreement, such amounts to be paid within 30
days of the end of each calendar quarter.
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Contract Service
Fee
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The Huntington Director Variable Annuity - All Series 25 bps
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▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Leaders Outlook Variable Annuity 30 bps
- All Series
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Huntington Director Outlook Variable Annuity - All 30 bps
Series
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For purposes of computing the payment to Hartford under this
paragraph, Hartford shall compute average daily net assets of
Shares held in Separate Accounts over a monthly period by
totaling such Separate Accounts' aggregate investment (Share net
asset value multiplied by total number of Shares held by such
Separate Accounts) on each business day during the calendar
month, and dividing by the total number of business days during
such month. The payment to Hartford under this paragraph shall
be calculated by Hartford and communicated to the Trust and
Huntington Asset Advisors at the end of each calendar month will
be paid to Hartford within 30 days thereafter.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
HARTFORD LIFE INSURANCE COMPANY HUNTINGTON VA FUNDS
By: /s/ illegible signature By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
NAME:________________________ NAME: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:________________________ Title: Vice President
