EXHIBIT (h).2
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT is made as of this 1st day of May, 2002, by and among
Hartford HLS Series Fund II, Inc. on behalf of the mutual funds listed on
Schedule A (each a "Fund" and together the "Funds"), Hartford Life Insurance
Company (the "Fund Accountant"), a Connecticut corporation, and HL Investment
Advisors, LLC, a Connecticut limited liability company ("HLA"). This Agreement
is intended to take effect as if entered into among each Fund, severally, and
Fund Accountant and HLA, and the provisions of this Agreement shall be construed
accordingly.
WHEREAS, the Funds are comprised of one or more registered management
investment companies under the Investment Company Act of 1940, as amended, (the
"1940 Act") and are currently offering shares of common stock (such shares, of
all series and classes, are hereinafter called the "Shares"); and
WHEREAS, the Funds desire that the Fund Accountant perform certain fund
accounting services for each Fund; and
WHEREAS, the Fund Accountant is prepared to perform such services on
the terms and conditions set forth in this Agreement,
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, and intending to be legally bound hereby, the parties agree as
follows:
1. SERVICES AS FUND ACCOUNTANT
The Fund Accountant will provide such fund accounting services as the
Funds may reasonably request, including daily pricing of portfolio securities,
computation of the net asset value and the net income of the Funds in accordance
with the Funds' prospectuses and statements of additional information;
calculation of the dividend and capital gain distributions (including that
needed to avoid all Federal excise taxes), if any; calculation of yields on all
applicable Funds and all classes thereof; preparation of the following reports:
(i) a current security position report; (ii) a summary report of transactions
and pending maturities (including the principal, cost, and accrued interest on
each portfolio security in maturity date order); and (iii) a current cash
position report (including cash available from portfolio sales and maturities
and sales of a Fund's Shares less cash needed for redemptions and settlement of
portfolio purchases); and such other similar services with respect to a Fund as
may be reasonably requested by the Funds. With regard to securities for which
market quotations are available, the Fund Accountant may use one or more
external pricing services as selected and authorized by the Fund on the Pricing
Authorization Form attached hereto as Schedule B. The Fund Accountant will keep
and maintain the following books and records of each Fund pursuant to Rule 31a-1
under the 1940 Act (the "Rule"): journals containing an itemized daily record in
detail of all purchases and sales of securities, all receipts and disbursements
of cash and all other debits and credits, as required by subsection (b)(1) of
the
Rule; general and auxiliary ledgers reflecting all asset, liability, reserve,
capital, income and expense accounts, including interest accrued and interest
received, as required by subsection (b)(2)(i) of the Rule; separate ledger
accounts required by subsection (b)(2)(ii) and (iii) of the Rule; and a monthly
trial balance of all ledger accounts (except shareholder accounts) as required
by subsection (b)(8) of the Rule.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Fund Accountant hereby agrees that all records which it maintains for the Funds
are the property of the Funds and further agrees to surrender promptly to the
Funds any of such records upon the Funds' request. However, Fund Accountant has
the right to make copies of such records, in its discretion. Fund Accountant
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
Fund Accountant may delegate some or all of its responsibilities under this
Agreement with the consent of the Funds, which will not be unreasonably
withheld.
2. COMPENSATION
HLA will pay the Fund Accountant on the first business day of each
month, or at such time(s) as the Fund Accountant shall request and the parties
hereto shall agree, a fee calculated at the applicable annual rate set forth on
Schedule C hereto. Net asset value shall be computed at least once a day, as set
forth in the Funds' prospectuses. Upon any termination of this Agreement before
the end of any month, the fee for such part of a month shall be payable upon the
date of termination of this Agreement.
The Fund Accountant will from time to time employ or associate with
such person or persons as the Fund Accountant may believe to be particularly
fitted to assist it in the performance of this Agreement. Such person or persons
may be officers, or employees who are employed by both Fund Accountant and HLA.
The compensation of such person or persons shall be paid by the Fund Accountant
and no obligation may be incurred on behalf of the Funds in such respect. Other
expenses to be incurred in the operation of the Funds including taxes, interest,
brokerage fees and commissions, if any, fees of Directors who are not officers,
directors, shareholders or employees of the Fund Accountant or the investment
adviser or distributor for the Funds, SEC fees and state Blue Sky qualification
fees, advisory and administration fees, transfer and dividend disbursing agents'
fees, certain insurance premiums, auditing and legal expenses, costs of
maintenance of corporate existence, typesetting and printing prospectuses for
regulatory purposes and for distribution to current Shareholders of the Funds,
costs of Shareholders' reports and meetings and any extraordinary expenses will
be borne by the Funds, except as may otherwise be agreed between the Funds and
HLA.
3. CONFIDENTIALITY
The Fund Accountant agrees to treat confidentially and as the
proprietary information of the Funds, all records and other information relative
to the Funds and prior, present, or potential Shareholders, and not to use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
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approval in writing by the Funds, which approval shall not be unreasonably
withheld and may not be withheld where the Fund Accountant may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Funds.
4. INDEMNIFICATION
The Fund Accountant shall use its best efforts to insure the accuracy
of all services performed under this Agreement, but shall not be liable to the
Funds for any action taken or omitted by the Fund Accountant in the absence of
bad faith, willful misfeasance or negligence. The Fund Accountant assumes no
responsibility hereunder, and shall not be liable, for any damage, loss of data,
delay, or any other loss whatsoever caused by events beyond its reasonable
control.
Any person, even though also an employee, or agent of the Fund
Accountant who may be or become an officer, trustee, employee, or agent of the
Funds shall be deemed, when rendering services to the Funds, or acting on any
business of that party, to be rendering such services to or acting solely for
that party and not as an employee, or agent or one under the control or
direction of the Fund Accountant even though paid by them.
The Funds agree to indemnify and hold the Fund Accountant harmless from
all taxes, charges, expenses, assessments, claims and liabilities (including,
without limitation, liabilities arising under the Securities Act of 1933, the
Securities Exchange Act of 1934, the 1940 Act, and any state and foreign
securities and blue sky laws, all as amended from time to time) and expenses,
including (without limitation) attorneys' fees and disbursements arising
directly or indirectly from any action or thing which the Fund Accountant takes
or does or omits to take or do hereunder, provided that the Fund Accountant
shall not be indemnified against any liability to the Funds or to their
Shareholders (or any expenses incident to such liability) arising out of the
Fund Accountant's negligent failure to perform its duties under this Agreement.
For clarification, to the extent any obligation to provide indemnification under
this Section 4 arises in respect of any Fund, the obligation so to indemnify
shall be the obligation of each such fund, and no other Fund.
5. TERM
This Agreement shall become effective on May 1, 2002 and may be
terminated upon at least sixty (60) days' written notice to the other party.
6. NOTICES
All notices and other communications (collectively referred to as a
"Notice" or "Notices" in this paragraph) hereunder shall be in writing or by
telegram, cable, telex or facsimile sending device. Notices shall be addressed
(a) if to the Fund Accountant, at its address, 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx,
XX 00000; (b) if to the Funds, at their principal place of business or (c) if to
neither of the foregoing, at such other address as to which the sender shall
have been notified by
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any such Notice or other communication. The Notice may be sent by first-class
mail, in which case it shall be deemed to have been given three days after it is
sent, or if sent by confirming telegram, cable, telex, or facsimile sending
device, it shall be deemed to have been given immediately.
7. FURTHER ACTIONS
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
8. ASSIGNMENT
This Agreement and the rights and duties hereunder shall not be
assignable with respect to a Fund by either of the parties hereto except by the
specific written consent of the other party which, in the case of assignment to
an affiliate, shall not be unreasonably denied.
9. AMENDMENTS
This Agreement or any part hereof may be changed or waived only by an
instrument in writing signed by the party against which enforcement of such
change or waiver is sought.
10. GOVERNING STATE LAW
This Agreement shall be governed by and its provisions shall be
construed in accordance with the laws of the State of Connecticut.
11. MISCELLANEOUS
This Agreement embodies the entire agreement and understanding between
the parties hereto, and supersedes all prior agreements and understandings
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
Hartford HLS Series Fund II, Inc.
By
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Name:
Title:
Hartford Life Insurance Company
By
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Name:
Title:
HL Investment Advisers, LLC
By
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Name:
Title:
SCHEDULE A
to the Fund Accounting Agreement
NAME OF FUND
Hartford HLS Series Fund II, Inc.
on behalf of:
Hartford American Leaders HLS Fund
Hartford Blue Chip Stock HLS Fund
Hartford Blue Chip Stock II HLS Fund
Hartford Capital Opportunities HLS Fund
Hartford Global Equity HLS Fund
Hartford Growth Opportunities HLS Fund
Hartford International Stock HLS Fund
Hartford International Stock II HLS Fund
Hartford Investors Growth HLS Fund
Hartford LargeCap Growth HLS Fund
Hartford MidCap Stock HLS Fund
Hartford Multisector Bond HLS Fund
Hartford SmallCap Growth HLS Fund
Hartford SmallCap Value HLS Fund
Hartford U.S. Government Securities HLS Fund
Hartford Value Opportunities HLS Fund
SCHEDULE B
to the Fund Accounting Agreement
PRICING AUTHORIZATION FORM
Each Fund hereby authorizes Fund Accountant to use the following price
sources, market indices and tolerance ranges for performing fund pricing and
evaluating the reasonability of security prices for each Fund.
SECURITY TYPE SOURCE/TYPE OF QUOTE TOLERANCE LEVEL GENERAL BACK-UP
------------- -------------------- --------------- ---------------
Equities (domestic) Reuters or IDC/last sale, 5% IDC/Bloomberg
mean of bid and asked if
no last sale
Bonds (domestic) IDC/Broker Quotes 3%* Broker Quotes
Equities (foreign) IDC/last sale, mean of bid 5% Bloomberg
and asked if no last sale
Bonds (foreign) IDC/Broker Quotes 3%* Broker Quotes
*3% PLUS THE MOVEMENT IN THE APPROPRIATE INDEX FOR THE DAY
SCHEDULE C
to the
Fund Accounting Agreement
MUTUAL FUND ACCOUNTING FEES
AGGREGATE FUND NET ASSETS ANNUAL FEE
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All Assets Cost reimbursement
