instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
question:
EXHIBIT 10.1

                     AFFLIATE AGREEMENT DATED JULY 15, 2005

                               AFFILIATE AGREEMENT

         This Agreement entered into as of the Effective Date by and between Link Plus Corporation and Axiometric, LLC.

                                    RECITALS

         WHEREAS, Axiometric has developed certain computer software including wireless mesh networking technology and AMR devices and systems;

         WHEREAS, LKPL has developed certain radio devices and systems along with hardware manufacturing capacities and plans to develop AMR devices and systems;

         WHEREAS, LKPL and Axiometric believe it will be in their mutual best interests to cooperate in further developing AMR product suites by creating a preferred provider relationship between themselves;

         WHEREAS, LKPL and Axiometric entered into a Letter of Intent dated May 3, 2005, and now desire to further describe their relationship as initially set forth in the non-binding portions of that Letter of Intent.

         NOW, THEREFORE, in consideration of the mutual promises contained herein, the fees to be paid in connection therewith, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties intending to be legally bound, hereby agree as follows:

1.       DEFINITIONS

         1.1      Throughout this Agreement, and unless the context otherwise                   requires, the terms shown on Exhibit A (whether or not                   capitalized) shall have the meanings there specified. If other                   terms are defined in the text of this Agreement, then                   throughout this Agreement, those terms shall have the meanings                   respectively ascribed to them.

2.       OFFICE SPACE

         2.1      During the term of this Agreement, LKPL will provide                   Axiometric with a license to use office space in LKPL's                   corporate facility in Columbia, Maryland, free of charge.

         2.2      LKPL will allow Axiometric to use enough office space for two                   individuals and associated equipment in locations convenient                   for LKPL's purposes for as long as that space is available and                   not needed by LKPL for its own purposes. Axiometric will have                   access to LKPL's telephone system, internet connections,                   conference room, and printers.

         2.3      If LKPL requires space used by Axiometric for LKPL's own                   purposes, then LKPL will attempt in good faith but without                   having any obligation to continue to provide Axiometric with                   comparable space. If LKPL deems itself unable to continue to                   provide Axiometric work space without expanding LKPL's                   facilities, and if LKPL determines it will be in its own best                   interests to expand its facilities, then LKPL will afford                   Axiometric the opportunity to lease space in the new                   facilities under a mutually acceptable separate commercial                   rental agreement. If Axiometric does not then wish to rent                   office space from LKPL, then LKPL may terminate Axiometric's                   license to use work space in LKPL's facility upon 60 days                   notice.

Source: LINK PLUS CORP, 8-K, 8/2/2005





         2.4      Axiometric shall be solely responsible for providing all                   equipment, furniture, supplies and other personal property                   that Axiometric deems appropriate to operate its business.                   LKPL will have no obligation to provide any special facilities                   or infrastructure unless otherwise negotiated.

         2.5      LKPL will have no liability whatsoever for any of Axiometric's                   equipment, furniture, supplies or other personal property;                   Axiometric will use the space at its sole risk.

         2.6      Axiometric will have the right to terminate the license to use                   the office space and to move out of the office space at any                   time upon two weeks notice.

         2.7      Axiometric must at all times use the office space strictly in                   accordance with terms and conditions stated in LKPL's lease                   for the space.

         2.8      Axiometric must indemnify and hold LKPL and its officers,                   directors, stockholders, agents, contractors, employees and                   guests (collectively, the Indemnified Parties) harmless from                   and against any and all Loss that the Indemnified Parties may                   incur arising from or relating to Axiometric use of the office                   space, including but not limited to any Loss suffered by the                   Indemnified Parties as a result of any negligent acts or                   omissions of Axiometric, its employees, agents, contractors                   and representatives, or anyone else working under Axiometric                   or in the office with the permission of Axiometric.

3.       AUTOMATIC METER READING

         Axiometric and LKPL agree to jointly pursue accessing and commercially          penetrating the AMR market by developing a suite of qualified and          commercially marketable product suites for that market, marketing and          selling that suite of products. The following shall be the general          roles and responsibilities of the two companies with respect to AMR          efforts:

         3.1      AMR Products

                  3.1.1    Water Meter Development: Axiometric and LKPL are                            jointly developing an AMR product for remote reading                            of residential water utility meters (hereafter the                            Water Meter). The Water Meter is a hardware device                            with integral software. The software includes, under                            license, the Axiometric wireless mesh networking                            intellectual property. The Water Meter is capable of                            interfacing with a variety of water meter registers,                            recording water usage, logging various exceptional                            conditions, and reporting them via a radio link. The                            Water Meter is also capable of forming a mesh network                            with other Water Meters to extend the radio reporting                            range using the aforementioned Axiometric mesh                            networking intellectual property. The Water Meter                            software and hardware are based on existing                            Axiometric electric meter AMR hardware and software                            products; joint ownership of the Water Meter does not                            convey joint ownership of those existing products or                            of the mesh networking intellectual property.

                           New software and hardware designs and intellectual                            property developed in the course of the Water Meter                            development are jointly owned; specifically, the                            algorithms used to collect data directly from a Water                            Meter using a point-to-point link (drive-by data                            collection), the specific hardware designs related to                            water register interface, battery power management,                            and other intellectual property specifically

Source: LINK PLUS CORP, 8-K, 8/2/2005





                           described and mutually agreed in writing as                            amendments to this Agreement. Joint ownership conveys                            to each party individually the right to use, sell,                            modify, and create derived works from said                            intellectual property, as well as the right to                            sub-license these rights to others.

                  3.1.2    Energy AMR Product Suite: Axiometric has developed an                            AMR product suite for use in energy (electric)                            metering consisting of a meter insert for interfacing                            to energy meters, recording usage and exceptional                            conditions, and transmitting the information via                            radio to a central collector. Axiometric has also                            developed mesh networking intellectual property to                            allow the meter inserts to relay information from                            insert to insert thus extending the range and                            reliability of such information transmissions.                            Axiometric has also developed a central collection                            unit (hereafter Mesh Controller or Gateway) capable                            of collecting usage and other information from a                            large number of meter inserts and relaying that                            information onto another communications medium                            (radio, GSM, etc.) for delivery to a processing                            system. Axiometric has also developed processing                            software for recording the collected data to a                            database, presenting

                           and managing that information, and exporting the data                            to other processing systems.  This collection of                            products forms an energy metering (electric) AMR                            Product Suite that is owned by Axiometric.

                  3.1.3    Axiometric and LKPL may develop other AMR Product                            Suites (e.g. for gas metering) and ownership of those                            AMR Product Suites will be held individually by the                            developer of the suite or jointly if mutually agreed                            to in writing.

         3.2      Marketing and Sales: Regardless of ownership and in order to                   coordinate marketing and prevent overlap and confusion by                   customers and potential customers, all sales and marketing                   shall be conducted as follows:

                  3.2.1    Axiometric shall have the exclusive right to market                            and sell AMR Product Suites to entities whose                            corporate headquarters are physically located in the                            United States and U.S. territories with the exception                            of Datamatic as defined in 3.3.1 and 3.3.2 below

                  3.2.2    LKPL shall have the exclusive right to market and                            sell AMR Product Suites to Datamatic LTD, a Plano TX                            corporation (hereafter Datamatic).

                  3.2.3    LKPL shall have the exclusive right to market and                            sell AMR Product Suites to entities whose corporate                            headquarters are physically located outside the                            United States and its territories.

                  3.2.4    The proceeds of all sales shall be distributed                            pursuant to the terms of this Agreement as set forth                            in Section 3.3  [Proceeds] below.

         3.3      Proceeds: As a result of the different ownership interests,                   marketing relationships, and this Agreement, the proceeds of                   sales of AMR Product Suites shall be as follows unless                   otherwise mutually agreed in writing:

                  3.3.1    For sales of Water Meter AMR Product Suites to                            Datamatic, LKPL shall set the price of Water Meter                            AMR Product Suite sales to Datamatic. LKPL shall pay

Source: LINK PLUS CORP, 8-K, 8/2/2005





                           Axiometric the higher of a) five-percent (5%) of the                            Gross Proceeds or b) twenty-five-percent (25%) of the                            Net Proceeds of all Water Meter AMR Product Suite                            sales.

                  3.3.2    For sales of Electric Meter AMR Product Suites to                            Datamatic, Axiometric shall set the price of Electric                            Meter AMR Product Suite sales to Datamatic. LKPL                            shall pay Axiometric Net Proceeds less the higher of                            a) five-percent (5%) of the Gross Proceeds or b)                            twenty-five-percent (25%) of the Net Proceeds.

                  3.3.3    For sales of AMR Product Suites by LKPL, other than                            sales to Datamatic as defined above: LKPL shall pay                            Axiometric the higher of:

                           a) five-percent (5%) of the Gross Proceeds OR                            b) twenty-percent (25%) of the Net Proceeds

                  3.3.4    For sales of AMR Product Suites by Axiometric, other                            than sales to Datamatic as defined above, and other                            than AMR product suites for use in electric/energy                            metering: Axiometric shall pay LKPL the higher of:

                           a) five-percent (5%) of the Gross Proceeds OR                            b) twenty-percent (25%) of the Net Proceeds

                  3.3.5    Payments to Axiometric for sales of the AMR Product                            Suite shall be in lieu of any licensed IP Royalty                            payments for those products.

         3.4      Manufacturing: During the term of this Agreement, Axiometric                   shall issue a Request for Manufacture (RFM) for any AMR                   hardware to be sold by Axiometric under the terms of this                   Agreement. The RFM shall specify delivered product cost,                   credit requirements, delivery schedules, warranty service,                   quality using industry standard terms, and other industry                   standard manufacturing requirements. As the preferred                   manufacturer, LKPL shall have first right of refusal on all                   such RFMs. If LKPL does not respond to an RFM within thirty                   (30) days, or cannot provide competitive terms (such as cost,                   credit, quality, schedule), Axiometric will be free to award                   the manufacturing contract to an alternate manufacturer.

         3.5      Payments: As defined in section 3.3 above, selling parties may                   owe the other party some portion of the Proceeds. The payment                   of amounts owed shall be performed as follows:

                  3.5.1    Payments due shall be made within 45 days of the                            close of each calendar quarter.

                  3.5.2    Payments that are not received within thirty (30)                            days after their due date will bear interest at the                            rate of twelve percent (12.0%) per annum compounded                            monthly from the due date until such payment is                            received.

                  3.5.3    Payments not received within sixty (60) days after                            their due date will be considered a material breach                            of this Agreement and the party due payment may                            pursue any and all legal action to recover the                            payment and reasonable legal fees incurred in the                            pursuit of said payment.

Source: LINK PLUS CORP, 8-K, 8/2/2005





                  3.5.4    Both parties are entitled to reports of sales and to                            conduct periodic audits to ensure accuracy of                            Payments as follows:

                           a.       Each party will provide to the other a                                     quarterly report (in hard copy and                                     electronic copy (if applicable)) showing the                                     AMR Product Suite sales including the Gross                                     Proceeds and the Production Costs.

                           b.       Each party shall have the right to conduct                                     an audit after the end of each calendar year                                     to verify the accuracy of the other party's                                     quarterly reports for that year, provided                                     the audit must be initiated no later than                                     June 30th of each year, and that if no such                                     audit is conducted, then the quarterly                                     reports for that year will be deemed                                     accurate.

                           c.       In the event a Payee's audit shows that the                                     Gross Proceeds or Production Costs of the                                     Payor resulted in an under-payment to the                                     Payee, then the Payor shall have the right,                                     at the Payor's cost, to have its own auditor                                     verify the Payee's audit. If the Payor audit                                     confirms the report of the Payee's auditor,                                     then the Payor will pay the deficiency                                     within fifteen (15) days from the time Payee                                     invoices for the deficiency.

                           d.       In the event a Payee's audit shows that the                                     Gross Proceeds or Production Costs of the                                     Payor resulted in an under-payment of more                                     than three percent (3.0%) to the Payee, then                                     the Payor shall have the right, at the                                     Payor's cost, to have its own auditor verify                                     the audit. If the Payor audit confirms the                                     report of the Payee's auditor, then the                                     Payor will pay the deficiency and the cost                                     of the Payee's audit within fifteen (15)                                     days from the time Payee invoices for those                                     fees and provides standard proof of the time                                     and expenses incurred.

4.       RELATIONSHIP OF THE PARTIES

         4.1      The parties will be joint venturers only as to those                   activities that they jointly undertake for the AMR market as                   described in section 3 above; otherwise they shall be                   independent of each other, with full control over their                   respective activities without the need to account to the                   other, and independent contractors as to all work performed                   under separate agreements. Even though the parties will be                   joint ventureres as to the AMR market, neither party will have                   the right to bind the other in any way without the other                   party's express consent, and this Agreement shall not                   otherwise be construed to make any party the agent, assignee,                   employee,

                  fiduciary, investor, joint venturer, partner, or                   representative of any other party.

5.       TERM

         This Agreement will remain in force for perpetuity or until and unless          otherwise mutually agreed or amended in writing by both parties.

6.       NOTICES

Source: LINK PLUS CORP, 8-K, 8/2/2005





         All notices and communications required or permitted to be given under          this Agreement will be deemed given after receipt when sent by United          States Postal Service as registered or certified mail, postage prepaid,          and addressed to the other party at the notice addresses set forth on          the signature page (unless by such notice a different person or address          shall have been designated)

7.       ADDITIONAL PROVISIONS.

         7.1      This Agreement may not be assigned in whole or in part by                   either party without prior written consent of the other.

         7.2      All actions, cases, suits and proceedings in connection with                   this Agreement shall be brought in Maryland. All persons                   affected by this Agreement specifically consent to the                   personal jurisdiction of and venue in said courts. No action,                   case, suit or proceeding, regardless of form, arising out of                   or related to this Agreement, may be brought by either party                   more than one (1) year after the cause of action has arisen,                   or in the case of nonpayment, more than two (2) years from the                   date of the last payment. ALL ACTIONS, CASES, SUITS AND                   PROCEEDINGS SHALL BE HEARD WITHOUT A JURY. ALL PERSONS                   AFFECTED BY THIS AGREEMENT SPECIFICALLY WAIVE ALL RIGHT TO A                   TRIAL BY JURY AND SPECIFICALLY CONSENT TO THE PERSONAL                   JURISDICTION OF AND VENUE IN SAID COURTS.

         7.3      If suit or action is instituted to enforce any of the terms of                   this Agreement, then the prevailing party shall be entitled to                   recover from the other party such sums as the Court may                   adjudge reasonable as attorney's fees at trial on or appeal of                   such suit or action, in addition to all other sums provided by                   law.

         7.4      This Agreement shall be construed and governed in accordance                   with the laws of the State of Maryland regardless of the place                   or places of its physical execution and performance.

         7.5      This Agreement includes all Recitals, attachments, exhibits,                   schedules, the Software License Agreement, and contains the                   entire agreement of

                  the parties. It may not be changed orally but only by                   agreement in writing signed by the party against whom                   enforcement of any amendment, waiver, change, modification,                   extension or discharge is sought.

IN WITNESS WHEREOF, LKPL and Axiometric have executed this Agreement below.

LINK PLUS CORPORATION                       AXIOMETRIC, LLC

By:                                         By:    ---------------------------                 --------------------------------     Robert L. Jones, Jr.                          Frank Moody     Chairman, CEO                                 Managing Director

Notice Addresses:

Link Plus Corporation 6996 Columbia Gateway Drive, Suite 104 Columbia, MD 21046 Attention: Chief Operating Officer

Axiometric, LLC 10718 Vista Road Columbia, MD 21044

Source: LINK PLUS CORP, 8-K, 8/2/2005





                        EXHIBIT A - SELECTED DEFINITIONS

Axiometric means Axiometric, LLC. a Maryland limited liability company, having a principal place of business at 10718 Vista Road, Columbia, Maryland 21044.

Effective Date means July 15, 2005.

Inventions include creations, discoveries, hardware, inventions, prototypes, product suites, software, works of original authorship, and other intellectual property.

AMR Product Suite is a collection of hardware and software products that together allow a utility to record, transmit, collect, and process utility (e.g. gas, water, electric) customer usage data and exceptional conditions.

LKPL means Link Plus Corporation, a Delaware corporation having a principal place of business at 6996 Columbia Gateway Drive, Columbia, Maryland, 21046

Loss includes actions, claims, costs, debts, demands, encumbrances, expenses (including all reasonable attorneys fees, costs and litigation expenses), fines, liens, liabilities and obligations.

Gross Proceeds means the actual sums collected for the sale of any and all products in an AMR Product Suite.

Net Proceeds means the Gross Proceeds less the Production Cost (as defined below).

Production Cost means actual cost (including reasonable and competitive allowances for: materials, labor, overhead, other fixed costs, delivery, profit, taxes and duties) incurred in manufacturing and delivering AMR products. Reasonable and competitive is defined as being at or below the costs of competing manufacturers with similar capabilities manufactured under similar terms.

Royalty means the royalty payable by LKPL to Axiometric under the Software License Agreement between the parties.

Source: LINK PLUS CORP, 8-K, 8/2/2005 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
answer:
21436


question:
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 individual 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 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: 2





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: 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. 3





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 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. 4





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. 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. 5





(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, I l, 13 and 14 shall survive any termination of this agreement. 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 6





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 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; 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 7





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. 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 3435 Stelzer Road Columbus OH 43219 Attention: President If to Administrator: Hartford Life Insurance Company 200 Hopmeadow Street Simsbury, CT 06089 Attention: James Davey 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 8





entered into this Agreement with respect to some or all of its Funds individually, and not jointly. The rights and obligations of the Trust 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 28  day of September 2004. The Victory Portfolios on behalf of those Funds listed on Schedule A, individually and not jointly. By: /s/ Kathleen A. Dennis Title: Kathleen A. Dennis President Hartford Life Insurance Company By: /s/ James Davey James Davey Vice President 9

th





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, Kl, K2, K3, K4 TK, TKI, TK2, TK3, TK4 VK, VKI, VK2, VK3, VK4 UK, UKI, UK2, UK3, UK4 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. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
answer:
22809


question:
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Exhibit 99.12

TRANSPORTATION SERVICE AGREEMENT Contract Identification FT18150

This Transportation Service Agreement (Agreement) is entered into by Great Lakes Gas Transmission Limited Partnership (Transporter) and ANR PIPELINE COMPANY (Shipper).

WHEREAS, Shipper has requested Transporter to transport Gas on its behalf and Transporter represents that it is willing to transport Gas under the terms and conditions of this Agreement.

NOW, THEREFORE, Transporter and Shipper agree that the terms below constitute the transportation service to be provided and the rights and obligations of Shipper and Transporter.

1. EFFECTIVE DATE: November 01, 2016

2. CONTRACT IDENTIFICATION: FT18150

3. RATE SCHEDULE: FT

4. SHIPPER TYPE: Interstate Pl

5. STATE/PROVINCE OF INCORPORATION: Delaware

6. TERM: November 01, 2014 to October 31, 2017

7. EFFECT ON PREVIOUS CONTRACTS:

This Agreement supersedes, cancels and terminates, as of the effective date stated above, the following contract(s): Service Agreement dated November 01, 2015 with Contract Identification FT18150.

8. MAXIMUM DAILY QUANTITY (Dth/Day): 101,300

Please see Appendix A for further detail.

9. RATES:

Unless Shipper and Transporter have agreed to a rate other than the maximum rate, rates shall be Transporter's maximum rates and charges plus all applicable surcharges in effect from time to time under the applicable Rate Schedule (as stated above) on file with the Commission unless otherwise agreed to by the parties in writing. Provisions governing a Rate other than the maximum shall be set forth in this Paragraph 9 and/or on Appendix B hereto.

10. POINTS OF RECEIPT AND DELIVERY:

The primary receipt and delivery points are set forth on Appendix A.

11. RELEASED CAPACITY:

N/A

12. INCORPORATION OF TARIFF INTO AGREEMENT:

This Agreement shall incorporate and in all respects be subject to the General Terms and Conditions and the applicable Rate Schedule (as stated above) set forth in Transporter's FERC Gas Tariff, Third Revised Volume No. 1, as may be revised from time to time. Transporter may file and seek Commission approval under Section 4 of the Natural Gas Act (NGA) at any time and from time to time to change any rates, charges or provisions set forth in the applicable Rate Schedule (as stated above) and the General Terms and Conditions in Transporter's FERC Gas Tariff, Third Revised Volume No. 1, and Transporter shall have the right to place such changes in effect in accordance with the NGA, and this Agreement shall be deemed to include such changes and any such changes

Source: TC PIPELINES LP, 10-K, 2/26/2016





which become effective by operation of law and Commission Order, without prejudice to Shipper's right to protest the same.

13. MISCELLANEOUS:

No waiver by either party to this Agreement of any one or more defaults by the other in the performance of this Agreement shall operate or be construed as a waiver of any continuing or future default(s), whether of a like or a different character.

Any controversy between the parties arising under this Agreement and not resolved by the parties shall be determined in accordance with the laws of the State of Michigan.

14. OTHER PROVISIONS:

It is agreed that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Partner, agent, management official or employee of the Transporter or any director, officer or employee of any of the foregoing, for any obligation of the Transporter arising under this Agreement or for any claim based on such obligation and that the sole recourse of Shipper under this Agreement is limited to assets of the Transporter.

Upon termination of this Agreement, Shipper's and Transporter's obligations to each other arising under this Agreement, prior to the date of termination, remain in effect and are not being terminated by any provision of this Agreement.

15. NOTICES AND COMMUNICATIONS:

All notices and communications with respect to this Agreement shall be in writing by mail, e-mail, or fax, or other means as agreed to by the parties, and sent to the addresses stated below or to any other such address(es) as may be designated in writing by mail, e-mail, or fax, or other means similarly agreed to:

ADMINISTRATIVE MATTERS Great Lakes Gas Transmission Limited Partnership Commercial Services 700 Louisiana St., Suite 700 Houston, TX 77002-2700

ANR PIPELINE COMPANY 700 Louisiana St., Suite 700 Houston, TX 77002-2700 Attn: AGREED TO BY:

GREAT LAKES GAS TRANSMISSION LIMITED PARTNERSHIP By: Great Lakes Gas Transmission Company

ANR PIPELINE COMPANY

/s/ STEVEN D. JASKOLSKI

Steven D. Jaskolski Director, Commercial Services

/s/ JOSEPH E. POLLARD

Joseph E. Pollard Director, Long Term Marketing

Dated: December 14, 2015 Dated: December 14, 2015

Source: TC PIPELINES LP, 10-K, 2/26/2016





APPENDIX A

Contract Identification FT18150

Date: November 01, 2016 Supersedes Appendix Dated: November 01, 2015

Shipper: ANR PIPELINE COMPANY

Maximum Daily Quantity (Dth/Day) per Location:

Begin Date End Date Point(s) of Primary Receipt Point(s) of Primary Delivery MDQ

Maximum Allowable Operating Pressure (MAOP)

11/01/2014 03/31/2015 SOUTH CHESTER 101,300 974 11/01/2014 03/31/2015 DEWARD 101,300 974 04/01/2015 10/31/2015 SOUTH CHESTER 0 974 11/01/2015 03/31/2016 SOUTH CHESTER 101,300 974 11/01/2015 03/31/2016 DEWARD 101,300 974 04/01/2016 10/31/2016 SOUTH CHESTER 0 974 11/01/2016 03/31/2017 SOUTH CHESTER 101,300 974 11/01/2016 03/31/2017 DEWARD 101,300 974 04/01/2017 10/31/2017 SOUTH CHESTER 0 974 11/01/2014 03/31/2015 FARWELL 101,300 974 04/01/2015 10/31/2015 FARWELL 0 974 11/01/2015 03/31/2016 FARWELL 101,300 974 04/01/2016 10/31/2016 FARWELL 0 974 11/01/2016 03/31/2017 FARWELL 101,300 974 04/01/2017 10/31/2017 FARWELL 0 974

Source: TC PIPELINES LP, 10-K, 2/26/2016





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Exhibit 99.12

TRANSPORTATION SERVICE AGREEMENT Contract Identification FT18150 APPENDIX A Contract Identification FT18150

Source: TC PIPELINES LP, 10-K, 2/26/2016 
Question: Highlight the parts (if any) of this contract related to Volume Restriction that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
answer:

1144