EXHIBIT 9(a)
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT, made as of the ______day of _____________, 1996, by and
between HARTFORD LIFE INSURANCE COMPANY ("HL"), an insurance company organized
and existing under the laws of the State of Connecticut, and HARTFORD SMALL
COMPANY 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
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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 ITT Hartford, (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.
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(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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
HARTFORD SMALL COMPANY FUND, INC.
ATTEST:
------------------------------------ By:--------------------------------------
HARTFORD LIFE INSURANCE COMPANY
ATTEST:
------------------------------------ By:--------------------------------------
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