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.

Q: Exhibit 99(d)(2)

COOPERATION AGREEMENT

This Cooperation Agreement, dated as of 02 June, 2015, between Otkritie Investments Cyprus Limited, a company incorporated under the laws of the Republic of Cyprus with registration number HE 301373, whose registered address is at Angelou Vlachou, 4A, 6052, Larnaca, Cyprus (OICL and together with its Affiliates, Otkritie) and QIWI plc, a public company limited by shares incorporated under the laws of the Republic of Cyprus with registration number HE 193010, whose registered office is at Kennedy 12, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus (QIWI, and, together with its Affiliates, QIWI Group).

RECITALS

(A) On 14 May 2015, OICL, Otkritie Holding JSC and QIWI entered into a deed of subscription (the Deed of Subscription), pursuant to which OICL will acquire 5,593,041 class B ordinary shares in QIWI (the Subscription Shares).

(B) Under the terms of the Deed of Subscription, QIWI will acquire a one hundred (100) percent ownership interest in the charter capital of CIHRUS Limited Liability Company   (CIHRUS), a limited liability company duly existing and incorporated under the laws of the Russian Federation.

(C) CIHRUS is the parent company of Rapida Ltd   , a company duly existing and incorporated under the laws of the Russian Federation under registration number 1037700111679, which QIWI will acquire as part of the transactions contemplated under the Deed of Subscription (NKO Rapida and, together with its Affiliates that are also being acquired pursuant to the transactions contemplated by the Subscription Agreement, Rapida).

(D) Following the acquisition of CIHRUS by QIWI and in order to promote their mutual interests, the parties wish to cooperate for their mutual benefit in the fields of their business, including digital payments, and establish a steering committee in order to analyse and develop potential areas of cooperation between the Parties.

NOW THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree as follows:

  1. Definitions and Interpretation.

1.1 Definitions

Affiliate means, with respect to any person, any other person directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with such person and, in the case of a trust, any trustee or beneficiary (actual or potential) of that trust and, in the case of an individual, any person connected with him; provided that, for the purposes of this Agreement, neither QIWI nor any of its subsidiaries is to be regarded as an Affiliate of Otkritie;





Applicable Law(s) means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority having jurisdiction over Otkritie or QIWI, as applicable, or tribunal or in an administrative, regulatory or similar proceeding;

Business Day means a day other than Saturday, Sunday or public holiday in Moscow (Russia); New York (United States) and Nicosia (Cyprus);

Committee Member has the meaning given to it in Clause 3.2;

Completion 1 has the meaning given to it in the Deed of Subscription;

Confidential Information means the existence and contents of this Agreement, the arrangements contemplated by this Agreement and:

 (a) any information of whatever nature concerning the business, finance, assets, liabilities, dealings, transactions, know-how, customers,suppliers, processes or affairs of the other parties and any of their group undertakings from time to time;

 (b) any information which is expressly indicated to be confidential in relation to the party disclosing it (or in relation to any of its groupundertakings) from time to time,

which any party may from time to time receive or obtain (verbally or in writing or in disk or electronic form or by any other means) from any other party as a result of negotiating, entering into, or performing its obligations pursuant to this Agreement;

in each case except to the extent that such information is, has or does become available:

 (i) to a party through the public domain other than pursuant to a breach of an obligation of confidentiality in respect thereof bysuch party or its Representatives; or

 (ii) pursuant to disclosure, in a non-confidential manner, to a party by a source which to the knowledge of such party is notprohibited to disclose the information by reason of any legal, contractual or fiduciary obligation;   2





Control in relation to an undertaking means the direct or indirect holding or control of: (a) a majority of the voting rights exercisable at general meetings of the members of that undertaking on all, or substantially all, matters; (b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of that undertaking on all, or substantially all, matters; or (c) the right (whether pursuant to a contract, understanding or other arrangement) to direct or cause to be directed directly or indirectly a dominant influence over such other undertaking, and (i) where an undertaking is not a company, references above to directors, general meetings and members shall be deemed to refer to the equivalent bodies in such undertaking; and (ii) Controlled and Controlling shall have a corresponding meaning;

Dispute has the meaning given to it in Clause 9.2;

Effective Time has the meaning given to it in Clause 6.1;

LCIA has the meaning given to it in Clause 9.2;

LCIA Rules has the meaning given to it in Clause 9.2;

NKO Rapida has the meaning given to it in the Recitals;

Parties shall mean OICL and QIWI, together, and each of them a Party;

Representatives has the meaning given to it in Clause 5.2;

Steering Committee has the meaning given to it in Clause 3.1;

1.2 In this Agreement unless the context otherwise requires:

 (a) references to a party mean a party to this Agreement and includes the successors in title to substantially the whole of itsundertaking;

 (b) references to a person include a body corporate, an unincorporated association, a trust and a partnership;

  (c) references to any statutory provision, rule or law shall include references to such statutory provision, rule or law as it may, after the date of this Agreement, from time to time be amended, supplemented or re-enacted and any subordinate legislation made under such statutory provision;   3





 (d) references to Clauses are to clauses of this Agreement; and

 (e) words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

1.3 The headings in this Agreement are inserted for convenience only and shall not affect its interpretation or construction.

  2. Joint Cooperation to Further Business.

2.1 Subject to Applicable Law, fiduciary duties and obligations, the best interests of their respective customers, existing contractual agreements, business and market conditions, the protection of confidential or competitively sensitive information and commercial determinations as to appropriate business, product and marketing efforts, each of Otkritie and QIWI Group agree to strategically cooperate with each other in order to carry out certain joint projects related to certain areas of their respective businesses, including by virtue of establishing the Steering Committee described further herein.

  3. Steering Committee.

3.1 The Parties shall form a steering committee (the Steering Committee), which shall analyse and develop potential areas of strategic cooperation between the Parties and oversee the Parties' cooperation in these areas.

3.2 The Steering Committee shall consist of three representatives of QIWI Group and three representatives of Otkritie (each, a Committee Member). The representatives shall include:

 (a) at least one representative from Otkritie occupying the position of Chief Executive Officer or the Chairman of the Management Board orsimilar within Otkritie Holding JSC, PJSC Khanty-Mansiysk Bank Otkritie or JSC Bank Otkritie Financial Corporation; and

 (b) QIWI's Chief Executive Officer.

Each of Otkritie and QIWI Group shall have the exclusive right to remove and replace any of its designees to the Steering Committee at any time by notice to the other party.

3.3 The Steering Committee shall meet at least once in each month and as otherwise agreed between Committee Member. Such meetings shall take place in Moscow, in a location agreed by Otkritie and QIWI Group or by telephone.   4





3.4 The presence of four Committee Members, including two representatives of Otkritie and two representatives of QIWI Group, shall constitute a quorum.

3.5 The Steering Committee shall validly act only at a duly convened meeting with the approval of at least four (4) of the Committee Members present at such meeting. Upon the approval of a proposal by the Steering Committee, the Steering Committee shall present such proposal to the respective governing body of each Otkritie and of QIWI for approval. For the avoidance of doubt, no decision of the Steering Committee shall be binding on the Parties unless, and the Parties are only required to act upon any decision of the Steering Committee if and to the extent that, such decision is properly approved/ratified by the relevant governing bodies of both Otkritie and QIWI.

3.6 The Parties agree that the following items are potential areas of joint cooperation to be discussed, among other matters, at Steering Committee meetings:

 (a) Participation of Otkritie as a privileged party in banking projects established by QIWI where QIWI seeks a banking partner;

 (b) Subject to Applicable Law, commercial terms for QIWI to provide consumer scoring data it has collected to Otkritie;

 (c) Commercial terms for Otkritie to act as settlement bank of NKO Rapida in accordance with Clause 4.1;

 (d) Commercial terms relating to the amounts of deposits to be placed by NKO Rapida in Otkritie;

 (e) Separation of NKO Rapida's digital wallet business from the core business of NKO Rapida;

 (f) Commercial terms of cooperation of the parties in the areas of pre-paid cards and loyalty programs;

 (g) Commercial terms of the use by Otkritie of the NKO Rapida brands owned by QIWI Group; and

 (h) Commercial terms of the potential sale of the NKO Rapida's banking license to Otkritie.

3.7 The Parties agree and acknowledge that no agreement has been reached between the Parties with respect to any of the matters referenced in Clause 3.6, the matters in Clause 3.6 merely reflects potential areas of discussion for the Steering Committee.   5





3.8 Notwithstanding anything to the contrary, nothing in this Agreement shall be deemed or construed as QIWI and Otkritie having reached a binding agreement in respect of any items listed in Clause 3.6.

3.9 The Parties agree and acknowledge that the Steering Committee shall not represent an exclusive forum through which any of the matters set forth in Clause 3.6 may be discussed between the Parties and that the Parties may reach agreement with respect to any of the matters set forth in Clause 3.6 or any other matter without Steering Committee approval or action.

  4. Bank Services.

4.1 For two (2) years following the Effective Time, QIWI covenants that at least one half of the total transactions processed by the Contact money transfer system during such two-year period shall be settled through PJSC Khanty-Mansiysk Bank Otkritie, provided that QIWI may terminate its obligation under this Clause 4.1 at any time, in which case it shall pay to Otkritie a fee equal to the demonstrated costs incurred by Otkritie for such period starting from 1 September 2014, until the date of termination of QIWI's obligations under this Clause 4.1 in connection with (i) the transfer of settlement bank function to PJSC Khanty-Mansiysk Bank Otkritie ; and (ii) supporting the settlement bank functionality for the Contact money transfer system, provided further that such fee shall in no event exceed RUB 50 000 000 (fifty million roubles).

  5. Confidential Information.

5.1 Except as provided in clause 5.2, no party shall, and each party shall procure that their Representatives shall not, disclose to any third party, or use or exploit commercially for its or their own purposes, any Confidential Information. The obligations of the parties under this clause 5.1 shall remain in force until the relevant information enters the public domain otherwise than by the default of a party.

5.2 The obligations of confidentiality in clause 5.1 do not apply in respect of the disclosing of Confidential Information in the following circumstances:

 (a) in connection with the performance of each party's obligations hereunder or the enforcement of its rights hereunder;

 (b) to its Affiliates and the directors, officers, employees, agents, and professional advisers or its and/or their Affiliates (theRepresentatives) on a need to know basis to the extent reasonably required for purposes connected with this Agreement;   6





 (c) pursuant to any listing agreement with or the rules and regulations of any recognised security exchange on which securities of suchParty or any of its Affiliates are listed and/or traded;

 (d) as required by Applicable Law,

provided in each case set out in Clauses 5.2(a) and 5.2(b) above, the Party disclosing the same shall take all reasonable steps to preserve the confidentiality thereof and to ensure that such information shall be used only for the purposes for which it has been disclosed.

5.3 If a Party becomes required, in circumstances contemplated by Clauses 5.2(c) or 5.2(d), to disclose any information, such party shall (save to the extent prohibited by such rules and regulations or Applicable Law) give to the other party such notice as is practical in the circumstances of such disclosure and shall co-operate with the other party, having due regard to the other party's views, and take such steps as the other party may reasonably require in order to enable it to mitigate the effects of, or avoid the requirements for, any such disclosure.

5.4 In the event that any Affiliate of any party who has received Confidential Information is requested in any Litigation to disclose Confidential Information, that party shall give each other party prompt written notice of such request (if permitted by Applicable Law) so that each other party may seek an appropriate protective order. If in the absence of a protective order a party's Affiliate is compelled to disclose Confidential Information, such Representative may disclose such portion of the Confidential Information that in the opinion of the disclosing party's counsel such Affiliate is compelled to disclose without liability under this Agreement; provided, however, that the disclosing party shall give the other party written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable (if permitted by Applicable Law) and shall use reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information.

In this Clause 5.4, Litigation means any action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or threatened, by or before any court, tribunal, arbitrator, expert or other governmental authority.

  6. Effectiveness and Termination.

6.1 This Clause 6 and Clauses 1, 5, 7 through 9 (inclusive) come into force and effect upon the execution of this Agreement by the Parties. The remaining provisions of this Agreement shall be effective only upon Completion 1 (the Effective Time).   7





6.2 Unless otherwise mutual agreed between the Parties, this Agreement shall remain in effect until the earlier of the below events occur:

 (a) The fifth (5t h) anniversary of this Agreement; and

 (b) Otkritie ceasing to own more than 2,237,216 class B shares or American depositary shares of QIWI.

6.3 Notwithstanding Clause 6.2, this Clause 6 and Clauses 1, 5, 7 through 9 (inclusive) shall survive any termination of this Agreement.

  7. Miscellaneous.

7.1 Nothing in this Agreement or in any document referred to in it shall constitute any of the Parties a partner of any other, nor shall the execution, completion and implementation of this Agreement confer on any Party any power to bind or impose any obligations to any third parties on any other Party or to pledge the credit of any other Party.

7.2 If any provision or part of this Agreement is void or unenforceable due to any Applicable Law, it shall be deemed to be deleted and the remaining provisions of this Agreement shall continue in full force and effect. Each party shall use its reasonable endeavours to replace the invalid provision in that respect with a valid and enforceable substitute provision the effect of which is as close (commercially and legally) to its intended effect as possible.

7.3 No variation of this Agreement (or any of the documents referred to in it) shall be valid unless it is in writing (which, for this purpose, does not include email) and signed by or on behalf of each of the parties. The expression variation includes any variation, supplement, deletion or replacement however effected.

7.4 This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which when executed and delivered shall be an original, but all the counterparts together constitute one instrument.

7.5 No Party shall assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of this Agreement or sub-contract or delegate in any manner whatsoever its performance under this Agreement.

7.6 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 or otherwise by a person who is not a Party to this Agreement.   8





8. Notices.

8.1 A notice (including any approval, consent or other communication) in connection with this Agreement and the documents referred to in it or with any arbitration under this Agreement:

 (a) must be in writing in English;

 (b) for the avoidance of doubt, must not be sent by electronic mail;



(c) must be delivered by hand, fax or courier using an internationally recognised courier company to the address specified below in relation to the Party to whom the notice is addressed, and marked for the attention of the person so specified, or to such other address or fax number or marked for the attention of such other person, as the relevant party may from time to time specify by notice given in accordance with this clause.

The relevant details of each party at the date of this Agreement are:   OICL

Address: 2\4 Letnikovskaya street, 115114, Moscow, Russia

Fax number:

Attention: Evgeny Dankevich

Ruben Aganbegyan\Konstantin Olefir

and

QIWI

Address: Kennedy 12, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus

Fax number:

Attention: Mr. Philios Yiangou / Mr. Sergey Solonin

8.2 In the absence of evidence of earlier receipt, any notice shall take effect from the time that it is deemed to be received in accordance with Clause 8.3.   9





8.3 A notice is deemed to be received:

 (a) in the case of a notice delivered by hand or courier at the address of the addressee given above, upon delivery at that address; and

 (b) in the case of a notice delivered by fax, at the time of transmission (provided that a transmission report from the machine from which thefax was sent is received by the sender which indicates that the fax was sent in its entirety to the fax number of the recipient).

8.4 A notice received, or deemed to be received, on a day which is not a business day in the place of receipt, or after 5pm on any business day in the place of receipt, shall be deemed to have been received on the next following business day in the place of receipt (and for the purposes of this clause, a business day in the place of receipt shall mean a day (other than a Saturday or Sunday) on which banks are open for general business in that place).

8.5 The parties agree that the provisions of this clause shall not apply to the service of any writ, summons, order, judgment or other document relating to or in connection with any legal proceedings and service of any request for arbitration or other document in arbitral proceedings commenced pursuant to this Agreement shall be at the address given in Clause 9.

  9. Governing Law and Dispute Resolution.

9.1 This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination, breach or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

9.2 Any dispute, controversy or claim arising out of or in connection with this Agreement or its subject matter, including any question regarding its existence, negotiation, termination, breach, validity or enforceability (including any non-contractual disputes or claims) (Dispute) shall be referred to, and finally resolved by, arbitration under the Rules of Arbitration (the LCIA Rules) of the London Court of International Arbitration (the LCIA) which rules are deemed to be incorporated by reference into this Clause 9.2.

9.3 There shall be three (3) arbitrators appointed in accordance with the LCIA Rules. The claimant party and the respondent party shall each nominate one (1) arbitrator. Where either party fails to nominate an arbitrator within the time provided by the LCIA Rules, that arbitrator shall be appointed by the LCIA. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the first two (2) party-appointed arbitrators within fifteen (15) Business Days of the confirmation of the appointment of the second arbitrator, or   10







in default of such agreement, appointed by the LCIA. Notwithstanding anything to the contrary in the LCIA Rules, in agreeing upon a third arbitrator, the two arbitrators may communicate directly with each other and their respective appointing parties. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators and, in the event that this Clause 9.3 operates to exclude a party's right to choose its own arbitrator, irrevocably and unconditionally waives any right to do so.

9.4 The seat, or legal place, of arbitration shall be London, England.

9.5 The language of the arbitration proceedings shall be English.

9.6 The award of the arbitrators shall be final and binding on the parties, their successors and assigns.

9.7 Nothing in Clauses 9.2 to 9.6 shall limit the rights of the parties to bring proceedings against another party in any court of competent jurisdiction in order to:

 (a) enforce an arbitration award rendered in accordance with Clauses 9.2 to 9.6; or

 (b) make a claim for interim or injunctive relief.

9.8 Each party agrees that if more than one arbitration is commenced under this Agreement or any document related to this Agreement, and any party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitral tribunal appointed in such proceedings as have been filed with the LCIA first in time shall have the discretion to determine whether, in the interests of justice and efficiency and taking into account the stage of the proceedings and all other relevant circumstances, the proceedings should be consolidated before that arbitral tribunal and any party should be joined to such proceedings.

9.9 Each party agrees that it may be joined as an additional party to an arbitration involving other parties under this Agreement or any document related to this Agreement. Any joined party (even if it chooses not to participate in the arbitral proceedings) shall be bound by any award rendered by the arbitral tribunal.

9.10 The law of this arbitration agreement shall be the law of England and Wales.

9.11 QIWI and OICL hereby irrevocably undertake to at all times maintain an agent with an address in England and Wales for service of process and any other documents in proceedings in England or any other proceedings in connection with   11





 this Agreement, and to keep the other party advised of the identity and address of such agent, for so long as it has any obligations under thisAgreement. Any claim form, request for arbitration, judgement or any other notice of legal process whatsoever shall be sufficiently served on:

 (a) QIWI, if delivered to:

 (i) QIWI plc c/o Law Debenture Corporate Services Limited Fifth Floor 100 Wood Street London EC2V 7EX United Kingdom

or

 (ii) if delivered to the last address notified to OICL as an address for service under this Clause 9.

 (b) OICL, if delivered to:

 (i) Otkritie Capital International Limited 12 Floor, 88 Wood Street London EC2V 7RS United Kingdom

(or to any other registered office in England and Wales of Otkritie Capital International Limited from time to time); or

 (ii) if delivered to the last address notified to QIWI as an address for service under this Clause 9.

This Agreement has been duly executed by the parties (or their duly authorised representatives) on the date specified at the beginning of this Agreement.

[Signature page follows]    12





EXECUTED and DELIVERED ) as a DEED for and on behalf of ) QIWI PLC )



Signed in the presence of:

  Witness Signature

  Witness Name

  Witness Occupation

  Witness Address   13





EXECUTED and DELIVERED ) as a DEED for and on behalf of ) OTKRITIE INVESTMENTS CYPRUS LIMITED )



Signed in the presence of:

  Witness Signature

  Witness Name

  Witness Occupation

  Witness Address   14 
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.

A: 11401
****
Q: EXHIBIT 10.2

                    SITE DEVELOPMENT AND HOSTING AGREEMENT

                  This SITE DEVELOPMENT AND HOSTING AGREEMENT (the Agreement) dated as of August 9, 1999 is made between Hanover Direct, Inc. (HDI), a New Jersey Corporation, located at 1500 Harbor Boulevard, Weehawken, NJ 07087, and The Deerskin Companies, Inc. (the Company), a Nevada corporation, located at 2500 Arrowhead Drive, Carson City, NV 89706. Each of the parties hereto shall be referred to as a Party.

                  In consideration of the mutual promises and covenants set forth below, HDI and the Company agree as follows:

1. HDI's Responsibilities.

                  1.1 HDI shall design, develop, implement, operate, maintain and manage, and enable the Company to establish a presence on the World Wide Web (Site) to make available to Internet users on demand, men's and women's apparel and accessories from the Deerskin Catalog (Deerskin Products). As used in this Agreement, Deerskin Products shall not include (i) closeout merchandise which the Company may identify as Deerskin branded items, if such is the case, nor (ii) products from the Company's Joan Cook Catalog.

                  1.2 HDI shall bear all costs associated with the design, development, implementation, operation, maintenance and management of the Site, including, without limitation, technology and labor.

                  1.3 HDI shall host and maintain the Site on a server provided by HDI.

                  1.4 HDI shall provide the Company with access to, and

the right to use, a computer system on which the Site will be stored and operated, with a direct Internet connection of shared but greater than T-1 bandwidth, plus capacity to process continuously during burst periods. HDI shall also provide the Company with access to HDI's software and Content administration tools for purposes of allowing the Company to monitor current catalog information.

                  1.5 For the purposes of collecting orders for Deerskin Products from the Site and to communicate to the Site the unavailability of certain Deerskin Products, HDI shall provide export files in the format provided by the Company. HDI shall bear the programming and software costs relating to efforts required to create order export files and receive and process import files of the Company's inventory information.

                  1.6 HDI shall have the Site fully operational and accessible on demand by users of the Internet no later than sixty (60) days from the date this Agreement has been executed by both Parties. In the event that HDI fails to have the Site fully operational within seventy (70) days from the date of this Agreement, the Company shall have the right to terminate this Agreement without penalty.

                  1.7 HDI shall distribute the Site through the world wide protocol of the Internet using distribution channels used by HDI sites and other similar distribution channels.

                  1.8 HDI agrees that it shall promote the Site and Deerskin Products no less favorably than it promotes HDI's

                                       -2-

catalog titles. HDI's promotion of the Site and Deerskin Products shall include, but not be limited to, the incorporation of the Site and Deerskin Products into HDI's promotion calendars with Xoom.com and Excite for the term of this Agreement. HDI agrees that the costs of any such promotions shall be borne by HDI.

2. Company's Responsibilities.

                  2.1 The Company shall provide all Content to HDI to be included in the Site no later than ten (10) days from the date this Agreement has been executed by both Parties.

                  2.2 The Company shall bear all costs associated with the processing of customer orders.

3. Fees; Payment.

                  3.1 The Company shall pay HDI thirty percent (3016) of the Net Sales in excess of Eleven Thousand Dollars ($11,000) per calendar month. Net Sales shall mean all revenues from the sale of Deerskin Products on the Site including shipping and handling charges, minus refunds and exchanges.





                  3.2 Payments to HDI shall be due monthly within thirty (30) days of the end of each calendar month and shall be accompanied by documentation reasonably detailing the calculation of the payment.

                  3.3 Quarterly reconciliation of payments shall be conducted within thirty (30) days of the end of each calendar quarter to adjust for refunds and exchanges not taken into account in payments made to HDI.

                                       -3-

                  3.4 HDI's General Manager (as hereinafter defined), may upon no less than thirty (30) days prior written notice to the Company, have the right to inspect the records of the Company's General Manager reasonably related to the calculation of such payments during the Company's normal business hours. The fees incurred by HDI in connection with the inspection shall be borne by HDI.

4. Term; Termination; Termination Payment.

                  4.1 Term; Termination. This Agreement shall be effective as of that date (the Effective Date) the Site becomes fully operational as set forth in writing and executed by both Parties and shall continue for a period of one (1) year from the Effective Date. This Agreement shall be automatically renewed for an additional one year period on each anniversary of the Effective Date, unless terminated by either Party hereto upon ninety (90) days written notice to the other. Such notice shall specify the date on which this Agreement is to be terminated (the Termination Date).

                  4.2 Termination Payment.

                  (a) In the event the Company terminates this Agreement, the Company shall pay to HDI a termination payment, (the Termination Payment) the amount of which shall be an amount equal to the aggregate Net Sales for the twelve (12) months preceding the Termination Date less $800,000, the balance of which shall be divided by two.

                  (b) In the event that the amount of the Termination

                                       -4-

Payment is determined pursuant to this Section 4.2 to be less than or equal to zero, then no Termination Payment shall be due to HDI nor shall HDI be required to make any termination payment to the Company if the amount is determined to be less than zero.

                   (c) The Termination Payment, if any, shall be payable by the Company in eight (8) equal payments to be made quarterly, commencing thirty (30) days after the termination date.

5. Site; Site Management.

                   5.1 URL. The Uniform Resource Locator, or address on the World Wide Web for the Site (URL) shall be as mutually agreed by the Parties and shall be established and registered as necessary by HDI at no cost to the Company.

                   5.2 The Company shall have exclusive artistic and editorial control over the Site, including, without limitation, the implementation of the Content on the Site and the design and look and feel of the Site. Neither the Site nor any portion of thereof shall be deemed accepted and approved by the Company unless and until the Company accepts and approves same in writing to HDI. No portion of the Site shall be made available on the Internet without the consent of the Company.

                   5.3 The Company shall be deemed the merchant of record for all commercial transactions on the Site related to Deerskin Products. Until the sale of the Deerskin Products to the consumer from the Site all title to the Deerskin Products shall remain with the Company.

                  5.4 Each of HDI and the Company shall appoint a

                                       -5-

General Manager of its own to act as liaison with the other Party for the Site (each a General Manager) who shall bear sole responsibility for bookkeeping and business operations of the Site on a day-today basis. Each General Manager shall have the authority to make and convey decisions on behalf of each Party and to be the liaison with the other Party for all production and Content matters.

6. Exclusivity.

                  6.1 Except as provided in Section 6.2, during the term of this Agreement, the Company shall not participate in any project similar to the Site on the Internet with respect to Deerskin Products or products substantially similar to Deerskin Products (including, without limitation, the products of Wilson's House of Leather, Excelled and companies similar to Wilson's House of Leather and Excelled) and HDI shall have the exclusive right to use of the Deerskin brand for a self-contained web site for the offering of Deerskin Products directly to the consumer on the Internet.

                  The Company hereby grants to HDI a non-exclusive, limited, non-transferable license to use the Company's Deerskin trademarks, service





marks, and logos (collectively, Marks) solely for the purpose of carrying out its obligations under this Agreement. Except as provided herein, no licenses of the Company's Marks are granted or implied under this Agreement.

                  6.2 The Company retains the right to establish a web site on the Internet for the purpose of offering closeout

                                        -6-

merchandise which may be identified as Deerskin branded products, if such is the case.

                  6.3 During the term of this Agreement and for a period of two years after the expiration date of this Agreement, HDI shall not participate in any project similar to the Site on the Internet from which products substantially similar to Deerskin Products (including, without limitation, the products of Wilson's House of Leather, Excelled and and companies similar to Wilson's House of Leather and Excelled) are offered for sale to consumers on the Internet.

7. Cross-Promotions.

                  7.1 Joint Efforts. The Parties agree to cross-promote one another's products through the use of their respective customer e-mail lists on a reciprocal and equitable basis. The Parties specifically agree that the form, content and design of any and all advertisements or promotional materials featuring the other Party or such Party's products shall continue to be developed by or on behalf of such Party and shall be subject to such Party's final approval. The Parties agree further that any promotions or advertisements involving the use of a Party's customer e-mail list by the other Party shall be subject to the prior approval of such Party.

                  7.2 Mutual Covenants as to Advertisements. The Parties hereby covenant and agree that their respective marketing and advertising efforts provided for herein shall at all times comply with all applicable laws rules and regulations and will

                                       -7-

not contain any material which is obscene, threatening, fraudulent, harassing, libelous, infringing of third party intellectual property rights, otherwise illegal or, in the reasonable judgment of the Party required to display or transmit the advertisement, offensive.

8. Confidentiality.

                  8.1 Unless otherwise agreed to in writing by the Company, HDI shall maintain the strict confidentiality and shall not disclose to any third party the existence of, or terms and conditions of this Agreement. In addition, HDI, in performing the Services for the Company hereunder, may have access to or be exposed to, directly or indirectly, Content, user information, data, knowledge and proprietary and trade secret information of the Company in oral, graphic, written, electronic or machine readable form (hereinafter collectively referred to as Confidential Information). Confidential Information shall not include information which can be demonstrated: (a) to have been rightfully in the possession of HDI from a source other than the Company prior to the time of disclosure of said information to HDI hereunder (Time of Receipt); (b) to have been in the public domain prior to the Time of Receipt; (c) to have become part of the public domain after the Time of Receipt by a publication or by any other means except an unauthorized act or omission or breach of this Agreement on the part of HDI, its employees, or agents; or (d) to have been supplied to HDI after the Time of Receipt by a third party who is under no obligation to the

                                       -8-

Company to maintain such information in confidence.

                  8.2 HDI Obligations. All Confidential Information of the Company shall be held in strict confidence by HDI and shall not be disclosed or used without express written consent of the Company, except as may be required by law. HDI shall use reasonable measures and reasonable efforts to provide protection for Confidential Information, including measures at least as strict as those HDI uses to protect its own Confidential Information.

                  8.3 Company's Obligations. The Company acknowledges that it may receive confidential information of HDI relating to its technical, marketing, product and/or business affairs. All such confidential information of HDI shall be-held in strict confidence by the Company and shall not be disclosed or used without express written consent of HDI, except as may be required by law. The Company shall use reasonable measures and reasonable efforts to provide protection for such confidential information of HDI, including measures at least as strict as those the Company uses to protect its own Confidential Information.

                                      -9-

9. Warranties.

                   (a) Each Party represents and warrants to the other Party that (1) it is a corporation organized, validly existing and in goodstanding under the laws of the state of its incorporation; (2) it has the full right power and authority to enter into, and to perform the obligations contemplated in this Agreement, and the person signing on its behalf has the full right,





power and authority to enter into this Agreement on behalf of the Party; (3) this Agreement constitutes a legal valid and binding obligation of the Party, enforceable in accordance with its terms; and (4) the execution of this Agreement will not conflict in any way with any pre-existing agreements or understandings of the Party with any person or entity.

                                      -10-

                   (b) HDI acknowledges that the Company is currently a party to a web-hosting agreement with Globix Corporation (the Globix Agreement) for the Company's web site offering Deerskin Products to Internet customers. HDI agrees that the Company shall not be deemed in breach of any provision of this Agreement by virtue of the Globix Agreement remaining in effect after this Agreement has been executed by both Parties, provided, that the Globix Agreement is terminated on or prior to the Effective Date

10. General Provisions.

                   10.1 Notices. Any notice under this Agreement will be in writing and delivered by personal delivery, express courier, confirmed facsimile, or certified or registered mail, return receipt requested and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or five (5),days after deposit in the mail. Notices will be sent to a Party at its address set forth above or such other address as that Party may specify in writing pursuant to this Section.

                   10.2 No Joint Venture. The Parties agree that and acknowledge that the relationship of the Parties is in the nature of an independent contractor. This Agreement shall not be deemed to create a partnership or joint venture and neither Party is the other's agent, partner, employee or representative. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or to assume or create any obligation, liability, or responsibility on behalf of the other.

                                      -11-

This Agreement will not be construed to create or imply an association, joint venture, co-ownership, or partnership between the Parties or to impose any partnership obligation or liability upon either Party.

                  10.3 Assignment. This Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the parties hereto and their respective legal representatives, successors and assigns, but no other person shall acquire or have any rights under this Agreement.

                  10.4 Waiver of Breach. The failure of either Party at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provisions, or in any way to affect the right of any Party hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any provisions of this Agreement shall be effective unless set forth in writing and executed by the Party against which enforcement of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

                  10.5 Governing Law. This Agreement shall be governed and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed exclusively in that State without giving effect to the principles of conflict of laws.

                  10.6 Severability. If any provision of this Agreement is declared invalid or otherwise determined to be unenforceable

                                      -12-

for any reason, such provision shall be deemed to be severable from the remaining provisions of this Agreement, which shall otherwise remain in full force and effect.

                  10.7 Survival. Sections 6.3, 7, 9 and 10 of this Agreement shall survive and continue in full force and effect for a period of two years from the expiration or termination of this Agreement.

                  10.7 Entire Agreement. This Agreement is the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties.

                  10.8 Headings; Counterparts. The section headings in this Agreement are for reference purposes only and shall not define, limit or affect the meaning or interpretation of this Agreement. This Agreement is being executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

                           IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

THE DEERSKIN COMPANIES, INC.                HANOVER DIRECT, INC.

By                                          By   ------------------------------              --------------------------





  Name: Irwin Schneidmill                     Name: Rakesh K. Kaul   Tilte: President                            Title:President

                                      -13- 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?

A: 5714
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Q: 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.

A:
22809
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