[MUNDER(SM) CAPITAL MANAGEMENT LOGO]
August 27, 2014
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Subject: YOUR FIRM'S RETAIL FUND PARTICIPATION AGREEMENT WITH MUNDER SERIES
TRUST WITH RESPECT TO ITS SERIES PORTFOLIOS (COLLECTIVELY, THE "MUNDER
FUNDS") AND MUNDER CAPITAL MANAGEMENT
Dear Valued Partner:
Our records indicate that you are currently a party to an Retail Fund
Participation Agreement, as subsequently amended (the "Agreement"), relating to
certain services provided for the Munder Funds.
As previously announced, the parent company of Victory Capital Management Inc.
("VCM") has agreed to purchase Munder Capital Management ("Munder"), the
investment advisor to the Munder Funds (the "Transaction"). VCM is the
investment adviser for the series portfolios of The Victory Portfolios (the
"Victory Funds"), an investment company registered under the Investment Company
Act of 1940, as amended, and will be the surviving investment adviser in the
Transaction.
As part of the Transaction, each of the Munder Funds is proposed to be
reorganize into a corresponding, newly created Victory Fund (each a
"Victory/Munder Fund"), subject to the approval of each Munder Fund's
shareholders (each a "Reorganization"). Except for the Growth Opportunity Fund,
the investment objective and principal investment strategies of each
Victory/Munder Fund will be identical to that of its corresponding Munder Fund.
There are no proposed changes in the day-to-day management of the Munder Funds
as a result of the Reorganizations since VCM expects to employ or retain the
services of the Munder Funds' current portfolio managers to manage the
corresponding Victory/Munder Funds. Completion of the Transaction and the
Reorganizations is currently expected to take place early in the fourth quarter
of 2014 (the "Closing"), subject to customary closing conditions.
To ensure a seamless transition for of your agreement from the Munder Funds to
the corresponding Victory Funds and from Munder to Victory Capital Management,
Munder is requesting your consent to assign the Agreement to The Victory
Portfolios and VCM with respect only to those Funds listed in Schedule A on the
next page, as amended, to take effect upon the Closing. THERE WILL BE NO CHANGE
TO THE TERMS OF THE AGREEMENT UPON ITS ASSIGNMENT. SCHEDULE A, HOWEVER, WILL BE
REVISED TO REFLECT THE REORGANIZATIONS.
PLEASE INDICATE YOUR CONSENT TO THE ASSIGNMENT AND CONTINUATION OF THE AGREEMENT
IN CONNECTION WITH THE REORGANIZATIONS BY SIGNING BELOW AND RETURNING THE
EXECUTED CONSENT BY SEPTEMBER 15, 2014 TO XXXXX XXXXXXXXX AT XXXXXXXXXX@XXX.XXX
OR TO:
VICTORY FUNDS
C/O XXXXX XXXXXXXXX
0000 XXXXXXXX XXXX, 0XX XXXXX
XXXXXXXX, XXXX 00000
000 Xxxxxx Xxxxxx x Xxxxxxxxxx, XX 00000
xxxxxx.xxx | 248.647.9200
Legal Department Fax 000.000.0000
BIRMINGHAM - BOSTON
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If you have any questions about this request, do not hesitate to e-mail Xxxxx
Xxxxxxxxx at xxxxxxxxxx@xxx.xxx or Xxxxx Xxxxxxxxxxx at xxxxxxxxxxxx@xxxxxx.xxx.
Thank you for your immediate attention to this matter.
Very truly yours,
Munder Series Trust, on behalf of its The Victory Portfolios, on behalf of its
series portfolios listed in Exhibit A, series portfolios listed in Exhibit A,
individually and not jointly individually and not jointly*
By: /s/ Xxxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxxxxxxx Xxxx
---------------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxxxxx Xxxx
Title: Vice President and Title: Secretary
Secretary
Munder Capital Management Victory Capital Management
By: /s/ Xxxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director Title: CFO
The undersigned hereby consents to the assignment and continuation of the
Agreement in connection with the Reorganization as described above.
Hartford Life Insurance Company
By: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, AS ADMINISTRATOR
By: /s/ Xxxxx Xxxxxxxxx Title: Senior Vice President
---------------------------------- ---------------------------------
Print name: Xxxxx Xxxxxxxxx Date: 9/18/14
-------------------------- ----------------------------------
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* NO PERSONAL LIABILITY OF SHAREHOLDERS. It is expressly understood that
notwithstanding any other provision contained herein, no shareholder of a
Victory Fund of The Victory Portfolios shall be personally liable for the debts,
liabilities, obligations and expenses incurred by, contracted for, or otherwise
existing with respect to The Victory Portfolios or by or on behalf of any
Victory Fund, and that under no circumstances shall the assets of any one series
portfolio of The Victory Portfolios be used to offset any obligation of any
other series portfolio of The Victory Portfolios or its affiliates.
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SCHEDULE A
SEPARATE ACCOUNTS
EACH SEPARATE ACCOUNT ESTABLISHED BY RESOLUTION OF THE BOARD OF DIRECTORS OF THE
COMPANY UNDER THE LAWS OF THE STATE OF CONNECTICUT TO SET ASIDE AND INVEST
ASSETS ATTRIBUTABLE TO THE CONTRACTS.
VICTORY PORTFOLIOS AND SHARE CLASSES (AS APPLICABLE) CUSIP # SYMBOL
---------------------------------------------------- --------- ------
Integrity Micro-Cap Equity Fund - A 00000X000 MMEAX
Integrity Micro-Cap Equity Fund - R 00000X000 MMERX
Integrity Micro-Cap Equity Fund - Y 00000X000 MMEYX
Integrity Mid-Cap Value Fund - A 00000X000 MAIMX
Integrity Mid-Cap Value Fund - Y 00000X000 MYIMX
Integrity Small/Mid-Cap Value Fund - A 00000X000 MAISX
Integrity Small/Mid-Cap Value Fund - Y 00000X000 MYISX
Integrity Small-Cap Value Fund - A 00000X000 VSCVX
Integrity Small-Cap Value Fund - R 00000X000 MRVSX
Integrity Small-Cap Value Fund - R6 00000X000 MVSSX
Integrity Small-Cap Value Fund - Y 00000X000 VSVIX
Munder Emerging Markets Small-Cap Fund - A 00000X000 MAEMX
Munder Emerging Markets Small-Cap Fund - Y 00000X000 MYEMX
Munder Growth Opportunities Fund - A 00000X000 MNNAX
Munder Growth Opportunities Fund - R 00000X000 MNNRX
Munder Growth Opportunities Fund - Y 00000X000 MNNYX
Munder Index 500 Fund - A 00000X000 MUXAX
Munder Index 500 Fund - R 00000X000 MUXRX
Munder Index 500 Fund - Y 00000X000 MUXYX
Munder International Fund-Core Equity - A 00000X000 MAICX
Munder International Fund-Core Equity - Y 00000X000 MICYX
Munder International Small-Cap Fund - A 00000X000 MISAX
Munder International Small-Cap Fund - R6 00000X000 MSSIX
Munder International Small-Cap Fund - Y 00000X000 MYSIX
Munder Mid-Cap Core Growth Fund - A 00000X000 MGOAX
Munder Mid-Cap Core Growth Fund - R 00000X000 MMSRX
Munder Mid-Cap Core Growth Fund - R6 00000X000 MGOSX
Munder Mid-Cap Core Growth Fund - Y 00000X000 MGOYX
Munder Total Return Bond Fund - A 00000X000 MUCAX
Munder Total Return Bond Fund - Y 00000X000 MUCYX
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