SERVICE AGREEMENT
This Agreement is entered into as of 9/28/ , 2004 by and among The
Victory Portfolios (the "Trust"), a Delaware statutory trust, on behalf of those
series identified on Schedule A to this Agreement individually and not jointly
(such series being individually referred to herein as the "Fund" and
collectively as the "Funds"), and Hartford Life Insurance Co., Inc.,
("Administrator"), a Connecticut corporation.
RECITALS
1. The Trust 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
2. The Administrator 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
3. Each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Administrator under the insurance laws of the State of Connecticut to set aside
and invest assets attributable to the Contracts; and
4. To the extent permitted by applicable insurance laws and regulations,
the Administrator intends to purchase shares of the Funds set forth in SCHEDULE
A on behalf of each corresponding Separate Account set forth on such SCHEDULE A
to fund the Contracts and the Trust is authorized to sell such shares to unit
investment trusts such as the Separate Accounts at net asset value; and
5. Administrator provides administrative services comprised of, but not
limited to, recordkeeping, reporting and processing services (the
"Administrative Services") to certain retirement plans (the "Plans").
Administrative Services for each Plan include processing and transfer
arrangements for the investment and reinvestment of Plan assets in investment
media specified by an investment adviser, sponsor or administrative committee of
the Plan (a "Plan Representative") generally upon the direction of Plan
beneficiaries (the "Participants"). The Administrative Services are provided by
Administrator under service agreements with various Plans; and
6. The Trust and Administrator desire to facilitate the purchase and
redemption of shares of the Funds listed on Schedule A (the "Shares") on behalf
of the Plans and their Participants through one or more accounts (not to exceed
one per Plan) in each Fund
(individually an "Account" and collectively the "Accounts"), subject to the
terms and conditions of this Agreement and the applicable Fund prospectus.
Accordingly, the parties hereto agree as follows:
1. FUND AVAILABILITY. Subject to Section 13 below, the Trust agrees to
make shares of the Funds available during the term of this Agreement for
purchase at the applicable net asset value per share by the Administrator on
each Business Day (as defined below) in accordance with the terms, conditions
and limitations set forth in the currently effective prospectus for the Funds.
2. PERFORMANCE OF SERVICES. In consideration of the fees or compensation
Administrator will receive from the Trust or other parties under other
agreements or arrangements, in connection with the services Administrator
performs under this agreement, the sufficiency of which Administrator
acknowledges to be sufficient, Administrator agrees to perform the
administrative services and functions specified in Schedule B attached hereto
(the "Services") with respect to Shares owned by Plans and included in the
Accounts.
3. PRICING INFORMATION. The Trust or its designee will furnish
Administrator, subject to availability, on each business day that the New York
Stock Exchange is open for business ("Business Day"), with (i) net asset value
information for each Fund as of the close of regular trading (currently 4:00
p.m. Eastern Time) on the New York Stock Exchange or at such other times at
which a Fund's net asset value is calculated as specified in such Fund's
prospectus (the "Close of Trading"), and (ii) dividend and capital gains
information for each Fund as it becomes available. The Trust or its designee
shall provide such information, as soon as reasonably practicable after the
close of trading each Business Day, but in no even later than 6:30 p.m. Eastern
Time on the same Business Day.
4. PURCHASES AND REDEMPTIONS. The Trust agrees to sell to the
Administrator those shares of the Funds which the Administrator 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 Fund or its designee of
such order. Receipt by such designee shall constitute receipt by the Fund;
provided that the Fund receives notice of such order via the National Securities
Clearing Corporation (the "NSCC") by 10:00 a.m. Eastern Time on the next
following Business Day. The Fund will receive all orders to purchase Fund shares
using the NSCC's Defined Contribution Clearance & Settlement ("DCC&S") platform.
The Fund will also provide the Administrator with account positions and activity
data using the NSCC's Networking platform. The Administrator shall pay for Fund
shares by the scheduled close of federal funds transmissions on the same
Business Day it places an order to purchase Fund shares in accordance with this
section using the NSCC's Fund/SERV System. Payment shall be in federal funds
transmitted by wire from the Fund's designated Settling Bank to the NSCC.
"BUSINESS DAY" shall any day on which the New York Stock Exchange is open for
trading and on which the Fund calculates it net asset value pursuant to the
rules of the
2
SEC. "NETWORKING" shall mean the NSCC's product that allows Fund's and
Administrator to exchange account level information electronically. "SETTLING
BANK" shall mean the entity appointed by the Fund to perform such settlement
services on behalf of the Fund and agrees to abide by the NSCC's Rules and
Procedures insofar as they relate to the same day funds settlement.
If the Administrator is somehow prohibited from submitting purchase and
settlement instructions to the Fund for Fund shares via the NSCC's DCC&S
platform the following shall apply to this Section:
The Trust agrees to sell the Administrator those shares of the Funds which the
Administrator 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 Fund or its agent of such order. For purposes of this Section, the
Administrator shall be the agent of the Fund for the receipt of such orders from
the Separate Account and receipt by such agent shall constitute receipt by the
Fund; provided that the Fund receives notice of such order by 10:00 a.m. Eastern
Time on the next following Business Day. The Administrator shall pay for Fund
shares by the scheduled close of federal funds transmissions on the same
Business Day it places an order to purchase Fund shares in accordance with this
section. Payment shall be in federal funds transmitted by wire to the 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 Fund calculates it net asset
value pursuant to the rules of the SEC.
The Trust agrees to redeem for cash, upon the Administrator's request, any full
or fractional shares of the Fund held by the Administrator 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 Fund or its designee of
the request for redemption. For purposes of this Section, the Administrator
shall be the agent of the Fund for receipt of requests for redemption from each
Separate Account and receipt by such agent shall constitute receipt by the Fund;
provided the Fund or the underwriter receives notice of such request for
redemption via the NSCC by 10:00 a.m. Eastern Time on the next following
Business Day. The Fund will receive all orders to redeem Fund shares using the
NSCC's DCC&S platform. The Fund will also provide the Administrator with account
positions and activity data using the NSCC's Networking platform. Payment for
Fund 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 Administrator,
on the same Business Day the Fund or the underwriter receives notice of the
redemption order from the Administrator provided that the Fund or the
underwriter receives notice by 10:00 a.m. Eastern Time on such Business Day.
If the Administrator is somehow prohibited from submitting redemption and
settlement instructions to the Fund for Fund shares via the NSCC's DCC&S
platform the following shall apply to this Section:
3
The Trust agrees to redeem for cash, upon the Administrator's request, any full
or fractional shares of the Fund held by the Administrator 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 Fund or its designee of
the request for redemption. For purposes of this Section, the Administrator
shall be the designee of the Fund for receipt of requests for redemption from
each Separate Account and receipt by such designee shall constitute receipt by
the Fund; provided the Fund or the underwriter receives notice of such request
for redemption by 10:00 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 Administrator, on the same Business Day the Fund or the
underwriter receives notice of the redemption order from the Administrator
provided that the Fund or the underwriter receives notice by 10:00 a.m. Eastern
Time on such Business Day.
The Administrator will place separate orders to purchase or redeem shares of
each Fund.
5. MAINTENANCE OF RECORDS. The Trust or its designee and Administrator
shall maintain and preserve all records as required by law to be maintained and
preserved in connection with providing the Services and in making Shares
available to the Plans. Upon the request of the Trust or its designee,
Administrator shall provide copies of all the historical records relating to
transactions between the Funds and the Plans, written communications regarding
the Funds to or from such Plans and other materials, in each case (i) as are
maintained by Administrator in the ordinary course of its business and in
compliance with laws and regulations governing transfer agents, and (ii) as may
reasonably be requested to enable the Trust or its representatives, including
without limitation its auditors or legal counsel, to (a) monitor and review the
Services, (b) comply with any request of a governmental body or self-regulatory
organization or a Plan, (c) verify compliance by Administrator with the terms of
this Agreement, (d) make required regulatory reports, or (e) perform general
customer supervision. Administrator agrees that it will permit the Trust or such
representatives to have reasonable access to its personnel and records in order
to facilitate the monitoring of the quality of the Services.
6. COMPLIANCE WITH LAWS. At all times, Administrator shall comply with all
laws, rules and regulations applicable to a transfer agent under the Federal
securities laws, including without limitation, requirements for delivery of
prospectuses (which term includes prospectus supplements). Whether or not
required by applicable law, Administrator shall deliver or arrange for the
delivery of prospectuses to Plan Representatives and to Participants in
Participant-directed Plans. Without limiting the foregoing: Administrator will
be responsible for compliance with Regulation S-P, as adopted by the Securities
and Exchange Commission. Administrator will adopt and maintain an anti-money
laundering program in compliance with applicable laws and regulations, including
provisions for necessary currency transaction reporting, detection of suspicious
activities that could give rise to money laundering, and knowing Administrator's
customers. In connection with the services contemplated in this Agreement,
Administrator will identify sources of potential money laundering and notify
4
the Fund or its agent of any potential areas that would reasonably raise
concerns about the existence of money laundering or unlawful activity.
7. REPRESENTATIONS WITH RESPECT TO FUNDS. Administrator and its agents and
representatives shall not make any representations concerning a Fund or the
Shares except those contained in the then-current prospectus of such Fund and in
current Fund sales literature.
8. FUND REPRESENTATIONS. The Trust represents and warrants that (i) Fund
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
Fund is and shall remain registered under the 1940 Act for as long as the Fund
shares are sold; (ii) the Fund 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 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 Fund.
The Trust represents 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 Administrator immediately upon having a
reasonable basis for believing that such Fund has ceased to so qualify or might
not so qualify in the future.
9. FUND PROSPECTUSES. The Trust shall provide the Administrator at no
charge with as many printed copies of the Fund's current prospectus and
statement of additional information as the Administrator may reasonably request.
If requested by the Administrator, in lieu of providing printed copies of the
Fund's current prospectus and statement of additional information, the Trust
shall 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
Administrator 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 Administrator may elect to
print the Fund's prospectus and/or its statement of additional information in
combination with other fund companies' prospectuses and statements of additional
information.
The Trust shall provide the Administrator at no charge with copies of the Fund's
proxy statements, Fund reports to shareholders, and other Fund communications to
shareholders in such quantity as the Administrator shall reasonably require for
distributing to Contract owners.
The Trust shall 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 Trust shall pay for all costs for typesetting, printing and
distributing proxy materials.
5
Each Fund's statement of additional information shall be obtainable by Contract
owners from the Trust, the Administrator or such other person as the Trust may
designate.
10. RELATIONSHIP OF PARTIES. Except to the extent provided in Section 4
that the Administrator is the agent of the Trust for the limited purpose of
receiving orders and transmitting those orders to the Trust, it is understood
and agreed that all Services performed hereunder by Administrator shall be as an
independent contractor and not as an employee or agent of the Trust or its
designee, and none of the parties shall hold itself out as an agent of any other
party with the authority to bind such party.
11. PRICE ERRORS.
(a) NOTIFICATION. If an adjustment is required in accordance with a
Fund's then current policies on reimbursement ("Fund Reimbursement Policies") to
correct any error in the computation of the net asset value of Fund shares
("Price Error"), Trust or its designee shall notify the Administrator as soon as
practicable after discovering the Price Error. Notice may be made via facsimile
or via direct or indirect systems access and shall state the incorrect price,
the correct price and, to the extent communicated to the Fund's other
shareholders, the reason for the price change.
(b) UNDERPAYMENTS. If a Price Error causes an Account to receive less
than the amount to which it otherwise would have been entitled, Trust shall make
all necessary adjustments (subject to the Fund Reimbursement Policies) so that
the Account receives the amount to which it would have been entitled.
(c) OVERPAYMENTS. If a Price Error causes an Account to receive more
than the amount to which it otherwise would have been entitled, the
Administrator, when requested by Trust or its designee (in accordance with the
Fund Reimbursement Policies), shall use its best efforts to collect such excess
amounts from the applicable customers.
(d) FUND REIMBURSEMENT POLICIES. Trust agrees to treat the
Administrator's customers no less favorably than Trust treats other Fund
shareholders in applying the provisions of paragraphs 9(b) and 9(c).
12. TERMINATION. This Agreement shall terminate
(a) at the option of any party, upon 90 days' advance written notice
to the other parties hereto; or
(b) in the event of a material breach that has not been cured within
ten days following a written notice of breach to the breaching
party.
The provisions of Sections 5, 11, 13 and 14 shall survive any termination of
this agreement.
6
13. EFFECT OF TERMINATION. Notwithstanding any termination of this
Agreement, the Administrator may require the Trust to continue to make available
additional shares of the Fund for so long after the termination of this
Agreement as the Administrator 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 Fund shares is proscribed
by law, regulation or an applicable regulatory body. Specifically, without
limitation, the owners of the Existing Contracts shall be permitted to direct
reallocation of investments in the Fund, redeem investments in the Fund and/or
invest in the Fund upon the making of additional purchase payments under the
Existing Contracts unless such further sale of Fund shares is proscribed by law,
regulation or an applicable regulatory body. Nothing in this Agreement, however,
shall restrict or prohibit the Trust from discontinuing the offering of shares
of any Fund to new investors or from liquidating any Fund in accordance with
state and federal laws and its organizational documents upon approval by the
Board of Trustees of the Trust.
The Trust shall remain obligated to pay Administrator the fee in effect as of
the date of termination for so long as shares are held by the Accounts and
Administrator 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.
14. INDEMNIFICATION. Administrator agrees to indemnify and hold harmless
the Trust, the Trust's administrators, investment adviser, and transfer agent,
and each of their directors, trustees, officers, employees, agents and each
person, if any, who controls them within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), against any losses, claims, damages,
liabilities or expenses to which an indemnitee may become subject insofar as
those losses, claims, damages, liabilities or expenses (or actions in respect
thereof) arise out of or are based upon (i) any orders that are not timely
transmitted by Administrator in accordance with Section 4 of this Agreement or
any trades that are cancelled by the Trust or its designee based upon payments
for purchases of Shares that are not timely wired; (ii) Administrator's
negligence or willful misconduct in performing the Services; (iii) any breach by
Administrator of any material representation, warranty or covenant made in this
Agreement; or (iv) any requests that are submitted by duly authorized
representatives of Administrator on behalf of Participants or Plan
Representatives for transaction adjustments (including, but not limited to, the
pricing of net purchases or net redemptions of Shares on an "as of basis).
Administrator will reimburse the indemnities for any legal or other expenses
reasonably incurred, as incurred, by them in connection with investigating or
defending such losses, claims or actions.
Trust agrees to indemnify and hold harmless the Administrator and its affiliates
and their respective directors, officers, employees and agents (hereinafter
"Administrator Indemnified Parties"), against any and all losses, claims,
damages and liabilities to which Administrator may become subject (i) as a
result of any untrue statement of a material
7
fact contained in a Fund's prospectus or statement of additional information, as
amended or supplemented from time to time, or the omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or in any sales-related materials provided to Administrator intended
for dissemination to its Clients; (ii) failure to keep the registration of the
shares and the prospectus by which they are sold current or to otherwise
materially comply with the requirements of the 1940 Act and the Securities Act
of 1933, as amended, in connection with such sales; or (iii) the Trust's willful
misconduct or gross negligence in the performance or failure to perform its
obligations under this Agreement, except to the extent the losses are a result
of the negligence, willful misconduct or breach of this Agreement by an
Administrator Indemnified Party.
In any event, neither party shall be liable for any special, consequential or
incidental damages.
15. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Each party
represents that (a) it is free to enter into this Agreement and that by doing so
it will not breach or otherwise impair any other agreement or understanding with
any other person, corporation or other entity and (b) it has full power and
authority under applicable law, and has taken all action necessary, to enter
into and perform this Agreement. Administrator further represents, warrants and
covenants that:
(i) the arrangements provided for in this Agreement will be disclosed to
the Plans through their representatives;
(ii) it will not be a "fiduciary" of any Plan with respect to the
provision of the Administrative Services, the Services or with
respect to a Plan's purchase of Shares, as such term is defined in
Section 3(21) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code");
(iii) it is not required to be registered as a broker-dealer or a transfer
agent under the 1934 Act or any applicable state securities laws,
including as a result of entering into and performing the Services
set forth in this Agreement; and
(iv) it has adopted and implemented internal controls reasonably designed
to prevent instructions received from Participants or Plan
Representatives on a given Business Day after the Close of Trading
from being aggregated with the order for net purchases or net
redemptions of Shares for that Business Day.
The Trust further represents, warrants and covenants that the Trust is
registered as an investment company under the Investment Company Act of 1940, as
amended, and its Shares are registered under the Securities Act.
8
16. NOTICE. Each notice required by this Agreement shall be given in
writing and delivered personally or mailed by certified mail or courier service
to the other party at the following address or such address as each party may
give notice to the other:
If to the Trust:
Address: The Victory Portfolios
0000 Xxxxxxx Xxxx
Xxxxxxxx XX 00000
ATTENTION: PRESIDENT
If to Administrator:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
ATTENTION: Xxxxx Xxxxx
A notice given pursuant to this Section 16 shall be deemed given immediately
when delivered personally, three days after the date of certified mailing, or
one day after delivery by courier service.
17. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Ohio.
18. GENERAL PROVISIONS. This Agreement contains the full and complete
understanding of the parties and supersedes all prior representations, promises,
statements, arrangements, agreements, warranties and understandings between the
parties with respect to the subject matter hereof, whether oral or written,
express or implied. This Agreement may be modified or amended, and the terms of
this Agreement may be waived, only by writing signed by each of the parties.
This Agreement shall not be assigned by either party hereto, without the prior
written consent of the other party hereto.
19. ABOUT VICTORY. The name "The Victory Portfolios" refers to the Trust
created under a Certificate of Trust filed at the office of the State Secretary
of Delaware. The obligations of "The Victory Portfolios" entered into in the
name or on behalf thereof by any of the Trustees, representatives or agents are
made not individually but in such capacities, and are not binding upon any of
the Trustees, Shareholders or representatives of the Trust personally, but bind
only the Trust Property (as defined in the Trust Instrument), and all persons
dealing with any class of Shares of the Trust must look solely to the Trust
Property belonging to such class for the enforcement of any claims against the
Trust. The Trust has entered into this Agreement with respect to some or all of
its Funds individually, and not jointly. The rights and obligations of the Trust
9
described in this Agreement apply to each individual Fund. No Fund shall have
any liability for any costs or expenses incurred by any other Fund. In seeking
to enforce a claim against any Fund, Administrator shall look to the assets only
of that Fund and not to the assets of any other Fund.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by
their duly authorized officers as of this 28th day of September, 2004.
THE VICTORY PORTFOLIOS ON BEHALF OF THOSE
FUNDS LISTED ON SCHEDULE A, INDIVIDUALLY
AND NOT JOINTLY.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------
Title: XXXXXXXX X. XXXXXX
----------------------------------
PRESIDENT
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx
Vice President
10
SCHEDULE A
The Funds
NAME OF THE FUND SHARE CLASS(ES)
--------------------------------- -------------------------------------
Diversified Stock Class A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Administrator 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
SCHEDULE B
The Services
Administrator shall perform the following services, all in accordance with the
terms of this Agreement:
1. Maintain separate records for each Plan, which records shall reflect
Shares purchased and redeemed, including the date and price for all
transactions, and Share balances.
2. Disburse or credit to the Plans, and maintain records of, all proceeds
of redemption of shares and all other distributions not reinvested in Shares.
3. Prepare, and transmit to each Plan periodic account statements showing
the total number of Shares owned by each Plan as of the statement closing date,
purchases and redemptions of Shares by the Plan during the period covered by the
statement, and the dividends and other distributions paid to the Plan during the
statement period (whether paid in cash or reinvested in Shares.)
4. Transmit to the Trust or its designee purchase orders and redemption
requests placed by Plans.
5. Transmit to the Trust or its designee such periodic reports as the
Trust shall reasonably conclude is necessary to enable the Trust to comply with
federal or state Blue Sky requirements.
6. Transmit to the Plans confirmations of purchase orders and redemption
requests placed by the Plans.
7. Maintain all account balance information for the Plans and daily and
monthly purchase summaries expressed in Shares and dollar amounts.
8. Settle purchase order and redemption requests placed by Administrator
on behalf of the Plans in accordance with the terms of each Fund's prospectus.
9. Prepare file or transmit all Federal, state and local government
reports and returns as required by law with respect to each account maintained
on behalf of a Plan.
FIRST AMENDMENT TO SERVICE AGREEMENT
BETWEEN
THE VICTORY PORTFOLIOS AND HARTFORD LIFE INSURANCE COMPANY
WHEREAS, The Victory Portfolios (the "Trust") and Hartford Life
Insurance Company ("Administrator") entered into a Service Agreement (the
"Agreement") dated September 28, 2004;
WHEREAS, the parties now desire to amend said Agreement in the manner
hereinafter set forth; and
WHEREAS, any defined term(s) set forth in this amendment shall have
the same meaning as set forth in the Agreement.
NOW THEREFORE, effective October 1, 2007, in consideration of the
mutual covenants herein contained, the parties hereto agree as follows.
1. Effective January 1, 2008, the following will be added as a new
section to the Agreement:
20. COMPENSATION. As consideration for the services rendered
hereunder, Administrator shall be compensated an annual fee, paid
quarterly, of $16 per participant per Fund account for the assets
invested in class A and R shares listed on Schedule A to be paid by
the Trust for services provided by Administrator in carrying out this
Agreement.
2. Schedule A to the Agreement is hereby amended by deleting, in its
entirety, the existing text and replacing it with the Schedule A
attached to this Amendment.
3. Except as specifically set forth in this Amendment, all other
provisions of the Agreement shall remain in full force and effect. In
the event of a conflict between the provisions of this Amendment and
the Agreement, this Amendment shall control.
1
IN WITNESS THEREOF, the parties have caused this Amendment to be executed by
their duly authorized officers effective as of the day and year first written
above.
HARTFORD LIFE INSURANCE COMPANY THE VICTORY PORTFOLIOS, on behalf
of the Funds listed on Schedule A,
individually and not jointly
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx Xxxx
------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxx Xxxx
------------------------------- --------------------------------
Title: AVP Title: Secretary
------------------------------- --------------------------------
Date: 10/25/2007 Date: 10/22/07
------------------------------- --------------------------------
2
SCHEDULE A
FUNDS CUSIP NUMBER SYMBOL
-------------------------------------- ------------------ ------------
Value Fund - A 926464868 SVLSX
Value Fund - R 926464249 VVFGX
Value Fund -J 00000X000 VVFIX
Diversified Stock Fund - A 926464603 SRVEX
Diversified Stock Fund - R 926464421 GRINX
Diversified Stock Fund -I 00000X000 VDSIX
Special Value Fund - A 926464843 SSVSX
Special Value Fund - R 926464264 VSVGX
Special Value Fund - I 00000X000 VSPIX
Small Company Opportunity Fund - A 926464835 SSGSX
Small Company Opportunity Fund - R 926464389 GOGFX
Small Company Xxxxxxxxxxx Xxxx -X 00000X000 VSOIX
Focused Growth Fund - A 00000X000 VFGAX
Focused Growth Fund - R 00000X000 VFGRX
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Administrator 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
3
SECOND AMENDMENT TO SERVICE AGREEMENT
BETWEEN
THE VICTORY PORTFOLIOS AND HARTFORD LIFE INSURANCE COMPANY
WHEREAS, The Victory Portfolios (the "Trust") and Hartford Life
Insurance Company ("Administrator") entered into a Service Agreement (the
"Agreement") dated September 28, 2004;
WHEREAS, the parties now desire to amend said Agreement in the manner
hereinafter set forth; and
WHEREAS, any defined term(s) set forth in this amendment shall have the
same meaning as set forth in the Agreement.
NOW THEREFORE, effective November 3, 2008, in consideration of the
mutual covenants herein contained, the parties hereto agree as follows.
1. Schedule A to the Agreement is hereby amended by deleting, in its
entirety, the existing text and replacing it with the Schedule A
attached to this Amendment.
2. Except as specifically set forth in this Amendment, all other
provisions of the Agreement shall remain in full force and effect. In
the event of a conflict between the provisions of this Amendment and
the Agreement, this Amendment shall control.
IN WITNESS THEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers effective as of the day and year
first written above.
HARTFORD LIFE INSURANCE COMPANY THE VICTORY PORTFOLIOS, on behalf
of the Funds listed on Schedule A,
individually and not jointly
By: /s/ Xxxxx Xxx By: /s/ Xxxxx Xxxx
------------------------------ ---------------------------------
Name: Xxxxx Xxx Name: Xxxxx Xxxx
------------------------------ ---------------------------------
Title: Sr. Vice President Title: Secretary
------------------------------ ---------------------------------
Date: 11/12/2008 Date: 11/13/08
------------------------------ ---------------------------------
1
SCHEDULE A
FUNDS CUSIP NUMBER SYMBOL
------------------------------------- ------------------ ------------
Value Fund - A 926464868 SVLSX
Value Fund - R 926464249 VVFGX
Value Fund - I 00000X000 VVFIX
Diversified Stock Fund - A 926464603 SRVEX
Diversified Stock Fund - R 926464421 GRINX
Diversified Stock Fund - I 00000X000 VDSIX
Established Value Fund - A 926464231 VETAX
Established Value Fund - R 926464371 GETGX
Special Value Fund - A 926464843 SSVSX
Special Value Fund - R 926464264 VSVGX
Special Value Fund - I 00000X000 VSPIX
Small Company Opportunity Fund - A 926464835 SSGSX
Small Company Opportunity Fund - R 926464389 GOGFX
Small Company Opportunity Fund - I 00000X000 VSOIX
Focused Growth Fund - A 00000X000 VFGAX
Focused Growth Fund - R 00000X000 VFGRX
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Administrator 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, Eleven, Two, Fourteen
2
THIRD AMENDMENT TO SERVICE AGREEMENT
BETWEEN
THE VICTORY PORTFOLIOS AND HARTFORD LIFE INSURANCE COMPANY
WHEREAS, The Victory Portfolios (the "Trust") and Hartford Life
Insurance Company ("Administrator") entered into a Service Agreement (the
"Agreement") dated September 28, 2004;
WHEREAS, the parties now desire to amend said Agreement in the manner
hereinafter set forth; and
WHEREAS, any defined term(s) set forth in this amendment shall have
the same meaning as set forth in the Agreement.
NOW THEREFORE, effective April 1, 2009, in consideration of the mutual
covenants herein contained, the parties hereto agree as follows.
1. Section 20 of the Agreement is hereby amended by adding the following
language at the end of that Section.
However, the maximum amount paid to Administrator shall be limited to a
total of 10 bps per Fund of the value of the assets invested in Class A
shares and 15 bps per Fund of the value of the assets invested in Class R
shares. For the avoidance of doubt, the following is an example of the
limit on fees paid by the Trust:
Example:
DATA
Quarter end
Participant Count Average Assets
--------------------- -------------------
Diversified Stock Fund A 700 8,500,000
Diversified Stock Fund R 500 6,000,000
Special Value Fund R 400 4,000,000
CALCS
Part count fee Quarterly BPS Fee Amt that is paid
--------------------- ------------------- --------------------
Diversified Stock Fund A 2,800 2,125 2,125
Diversified Stock Fund R 2,000 2,250 2,000
Special Value Fund R 1,600 1,500 1,500
Total paid $5,625
1
2. Except as specifically set forth in this Amendment, all other
provisions of the Agreement shall remain in full force and effect. In
the event of a conflict between the provisions of this Amendment and
the Agreement, this Amendment shall control.
3. The following is added to the Agreement:
"At the end of the initial term of this Agreement, this Agreement may
be automatically renewed for successive one year periods, unless any
party notifies the others no later than thirty days before any
anniversary of its intent to terminate this Agreement."
4. The following is added to the Agreement:
"In the event of the insolvency or liquidation of Hartford, provided
the Agreement is re-approved and re-executed by the parties and
services are continued, fees shall continue to be payable directly to
Hartford or its liquidator, receiver, conservator or statutory
successor, without diminution and reasonable provision for
verification by Hartford or its liquidator, receiver, conservator or
statutory successor."
IN WITNESS THEREOF, the parties have caused this Amendment to be executed by
their duly authorized officers effective as of the day and year first written
above.
HARTFORD LIFE INSURANCE COMPANY THE VICTORY PORTFOLIOS, on behalf
of the Funds listed on Schedule A,
individually and not jointly
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxx
------------------------------ --------------------------------
Name: Xxxxx Xxxxx Name: Xxxxx Xxxx
------------------------------ --------------------------------
Title: AVP Title: Secretary
------------------------------ --------------------------------
Date: 6/23/09 Date: 6/25/09
------------------------------ --------------------------------
2
