EXHIBIT 5
INVESTMENT MANAGEMENT AGREEMENT
This Agreement made by and between Hartford MidCap Fund, Inc., a Maryland
corporation (the "Fund") and HL Investment Advisors, Inc., a Connecticut
corporation (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager wish to enter into an agreement setting
forth the services to be performed by the Manager for the Fund and terms and
conditions under which such services will be performed.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree as follows:
1. The Fund hereby employs the Manager to serve as investment adviser to
the Fund. Subject to the supervision and control of the Fund's Board
of Directors, the Manager will provide investment management
supervision to the Fund, as hereinafter generally described, in
accordance with the Fund's investment objectives, investment policies
and investment restrictions as they shall exist from time to time. The
Manager shall:
(a) Engage, subject to consultation with the Fund's Board of
Directors, the services of one or more firms to serve as
sub-investment adviser to the Fund (the "Sub-Investment
Adviser").
(b) Review from time to time the investment policies and
restrictions of the Fund in the light of the Fund's
performance and otherwise and, if the Manager concludes after
consultation with the Fund's Sub-Investment Adviser that any
changes therein are appropriate, recommend such changes to the
Fund's Board of Directors for its consideration.
(c) Supervise the investment program prepared for the Fund by the
Sub-Investment Adviser and submitted to the Manager as well as
any changes therein.
(d) Monitor on a continuing basis the performance of the Fund's
portfolio securities.
(e) Provide, or arrange for the provision of, such economic and
statistical data relating to the Fund and its portfolio as the
Manager shall determine or as may be requested by the Fund's
Board of Directors.
(f) Provide the Fund's Board of Directors with such information
concerning important economic and political developments as
the Manager shall deem appropriate or as shall be requested by
the Fund's Board of Directors.
2. As compensation for the services rendered by the Manager, the Fund
shall pay to the Manager as promptly as possible after the last day of
each month during the term of this Agreement, a fee accrued daily and
paid monthly, based upon the following annual rates and upon the
calculated daily net asset value of the Fund:
ASSETS ANNUAL FEE
On First $250 million .575%
On Next $250 million .525%
On Next $500 million .475%
Over $1 billion .425%
The Manager shall waive its fees until the Fund's assets (excluding
assets contributed by companies affiliated with the Manager) reach $20
million.
If it is necessary to calculate the fee for a period of time which is
less than a month, then the fee shall be (i) calculated at the annual
rates provided above but prorated for the number of days elapsed in
the month in question as a percentage of the total number of days in
such month, (ii) based upon the average of the Fund's daily net asset
value on the close of business for the period in question, and (iii)
paid within a reasonable time after the close of such period.
3. The Manager will pay and will be solely responsible for the payment of
the fees of the Sub-Investment Adviser for the performance of its
services.
4. The Manager shall not be liable for any loss or losses sustained by
reason of any investment including the purchase, holding or sale of
any security as long as the Manager shall have acted in good faith and
with due care; provided, however, that the Manager shall be liable for
its willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of
its obligations and duties under this Agreement.
5. (a) This Agreement shall be effective on
, 1997 and shall continue in effect for a period of two
years from that date. This Agreement, unless sooner terminated
in accordance with 5(b) below, shall continue in effect from
year to year thereafter provided that its continuance is
specifically approved at least annually (1) by a vote of a
majority of the members of the Board of Directors of the Fund
or by a vote of a majority of the outstanding voting
securities of the Fund, and (2) in either event, by the vote
of a majority of the members of the Fund's Board of Directors
who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the
purpose of voting on this Agreement.
(b) This Agreement (1) may be terminated at any time without the
payment of any penalty either by a vote of a majority of the
members of the Board of Directors of the Fund or by a vote of
a majority of the Fund's outstanding voting securities, on
sixty days' prior written notice to the Manager; (2) shall
immediately terminate in the event of its assignment and (3)
may be terminated by the Manager on sixty days' prior written
notice to the Fund, but such termination will not be effective
until the Fund shall have contracted with one or more persons
to serve as a successor Manager for the Fund and such
person(s) shall have assumed such position.
(c) As used in this Agreement, the terms "assignment",
"interested person" and "vote of majority of the Fund's
outstanding voting securities" shall have the meanings set
forth for such terms in the Investment Company Act of 1940, as
amended.
(d) Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other
party to this Agreement to whom such notice is to be given at
such party's current address.
6. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Manager to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a
similar nature or a dissimilar nature, nor to limit or restrict the
right of the Manager to engage in any other business or to render
services of any kind to any other corporation, firm individual or
association.
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 on the day of , 1997.
HARTFORD MIDCAP FUND, INC.
By:
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Xxxxxx X. Xxxxxx, President
HL INVESTMENT ADVISORS, INC.
By:
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Xxxxxx X. Xxxxxx, Managing Director
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