EXHIBIT 9
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT, made as of the day of , 1997
by and between HARTFORD LIFE INSURANCE COMPANY ("HL"), an insurance
company organized and existing under the laws of the State of Connecticut,
and HARTFORD MIDCAP FUND, INC. (the "Fund"), an open-end, diversified
management investment company organized under the laws of the State of
Maryland.
W I T N E S S E T H:
WHEREAS, the Fund desires that HL provide administrative services to the
Fund upon the terms and conditions hereinafter set forth in this Agreement;
and
WHEREAS, HL wishes to provide such services for the consideration and upon
the terms and conditions hereinafter set forth in this Agreement;
NOW THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree as follows:
1. HL shall arrange for and furnish at its own cost and without expense to
the Fund the following personnel, services, equipment and facilities:
(a) Office space and all necessary office facilities and equipment for
the proper operation of the Fund;
(b) All personnel necessary for the proper operation of the Fund, including
clerical and other office personnel. In this respect HL shall provide from
among its officers, directors and employees persons to serve as directors,
officers and employees of the Fund and to pay the salaries of all such
persons, provided, however, that anything herein to the contrary
notwithstanding, all expenses incurred by any such director, officer or
employee of the Fund in the proper performance of his or her duties as such
shall be reimbursed by the Fund to such person; and
(c) The costs of preparation, printing and mailing of all sales literature
and prospectuses with respect to the Fund's shares other than required
annual mailings of prospectuses to shareholders.
2. HL shall also furnish to the Fund such other administrative services as are
necessary for the efficient operation of the Fund. Notwithstanding this
commitment, however, the Fund shall assume and pay the following costs and
expenses:
(a) Interest, taxes, and brokerage charges;
(b) The costs of preparing, printing and filing any post-effective
amendments or supplements to the registration forms of the Fund and its
securities, the annual mailings of prospectuses to shareholders, and all
federal and state registration, qualification and filing costs and fees
with respect to the Fund and its securities;
(c) Issuance and redemption expenses;
(d) Transfer agency and dividend and distribution disbursing agency costs
and expenses;
(e) Custodian fees and expenses;
(f) Auditing and legal expenses;
(g) Fidelity bond premiums;
(h) Fees and salaries of directors, officers and employees of the Fund who
are not "interested persons" of HL as that term is defined in the
Investment Company Act of 1940, as amended;
(i) The costs of all annual and semiannual reports mailed to Fund
shareholders, as well as all quarterly, annual and any other periodic
reports required to be filed with the Securities and Exchange Commission or
with any state; any notices required by federal or state regulatory
authorities; and any proxy solicitation materials directed to Fund
shareholders; as well as all printing and mailing costs incurred in
connection with the above; and
(j) Any expenses incurred in connection with the holding of the annual and
all special meetings of the Fund's shareholders.
3. As compensation for the services to be performed by HL hereunder, the Fund
will pay to HL, as promptly as possible after the last day of each month, a
monthly fee equal to the annual rate of .175% of the average daily net
assets of the Fund.
4. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of HL to engage in any other business or to
devote his time and attention in part to the management or other aspects of
any other business, whether of a similar nature or dissimilar nature, nor
to limit the right of HL to engage in any other business or to render
services of any kind to any other corporation, firm, individual or
association.
5. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of the obligations and duties of HL hereunder, HL shall
not be subject to liabilities to the Fund or to any shareholder for any act
or omission in the course of, or connected with, rendering services
hereunder.
6. (a) This Agreement shall become effective on the date and year first above
written and shall continue in effect indefinitely unless terminated in
accordance with its terms.
(b) This Agreement (i) may be terminated at any time without the payment of
any penalty either by vote of the members of the Fund's Board of Directors
or by vote of the majority in interest of the Fund's shareholders on sixty
days' prior written notice to HL, (ii) shall immediately terminate in the
event of its assignment, and (iii) may be terminated by HL on sixty days'
prior written notice to the Fund.
(c) As used in this section, the term "assignment" shall have the meaning
set forth for such term in the Investment Company Act of 1940, as amended.
(d) Any notice under this section shall be given in writing, addressed and
delivered, or mailed First Class Mail Post-paid, to the other party at
the current office of such other party.
7. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
HARTFORD MIDCAP FUND, INC.
By:
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Xxxxxx X. Xxxxxx
President
HARTFORD LIFE INSURANCE COMPANY
By:
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Xxxxxx X. Xxxxx
Executive Vice President
