EXHIBIT 5.1
INVESTMENT SERVICES AGREEMENT
INVESTMENT SERVICES AGREEMENT
This investment services agreement is made by and between HL Investment
Advisors, Inc., a Connecticut corporation (the "Manager") and The Hartford
Investment Management Company, a Delaware corporation ("HIMCO").
WITNESSETH
WHEREAS, The Manager has entered into an agreement for the provision of
investment management services (the "Principal Advisory Contract") to Hartford
Index Fund, Inc. (the "Fund") by the Manager, and
WHEREAS, The Manager wishes to engage HIMCO to provide investment
management services to the Fund, and
WHEREAS, HIMCO is willing to perform such services on behalf of the Fund
upon the terms and conditions and for the compensation hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties hereto agree as follows:
1. The Manager hereby employs HIMCO to provide investment management services
with respect to the assets of the Fund under the management of the Manager
and to perform the services hereinafter set forth subject to the terms and
conditions of the investment objectives, policies and restrictions of the
Fund, and HIMCO hereby accepts such employment and agrees during such
period to assume the obligations herein set forth for the compensation
herein provided.
2. HIMCO shall evaluate and implement an investment program appropriate for
the Fund which shall be amended and updated from time to time as financial
and other economic conditions change as determined by HIMCO and Manager.
3. HIMCO will make all determinations with respect to the investment of the
assets of the Fund and the purchase or sale of portfolio securities, and
shall take such steps as may be necessary to implement the same. Such
determinations and services shall include advising the Fund's Board of
Directors of the manner in which voting rights, rights to consent to
corporate action, and any other non-investment decisions pertaining to the
Fund's portfolio securities should be exercised.
4. HIMCO will regularly furnish reports to the Fund at periodic meetings of
the Fund's Board of Directors and at such other times as may be reasonably
requested by the Fund's Board of Directors, which reports shall include
HIMCO's economic outlook and investment strategy and a discussion of the
portfolio activity and the performance of the
Fund since the last report. Copies of all such reports shall be furnished
to the Manager for examination and review within a reasonable time prior to
the presentation of such reports to the Fund's Board of Directors.
5. HIMCO will select the brokers or dealers that will execute the purchases
and sales of portfolio securities for the Fund and place, in the name of
the Fund or its nominees, all such orders. When placing such orders, HIMCO
shall use its best efforts to obtain the best net security price available
for the Fund. Subject to and in accordance with any directions that the
Board of Directors may issue from time to time, HIMCO may also be
authorized to effect individual securities transactions at commission rates
in excess of the minimum commission rates available, if HIMCO determines in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage or research services provided by such broker or
dealer, viewed in terms of either that particular transaction or HIMCO's
overall responsibilities with respect to the Fund and HIMCO's other
advisory clients. The execution of such transactions shall not be deemed to
represent an unlawful act or breach of any duty created by this agreement
or otherwise. HIMCO will promptly communicate to the Board of Directors
such information relating to portfolio transactions as they may reasonably
request.
6. As compensation for the performance of the services by HIMCO hereunder, the
Manager shall, as promptly as possible after the last day of each calendar
year quarter, pay HIMCO the equivalent of all direct and indirect expenses
incurred in the performance of its duties under this agreement.
7. HIMCO 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 HIMCO shall have acted in good faith and with due care; provided,
however, that HIMCO 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.
8. (a) This agreement shall become effective on March 3, 1997, shall continue
in effect for the same term as the Principal Advisory Contract and
shall be submitted to the Fund's Board of Directors for reapproval at
the same time as the Principal Advisory Contract. This agreement,
unless sooner terminated in accordance with 8(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 the
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 vote 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, or by the Manager on
sixty days' prior written notice to HIMCO, (2) shall immediately
terminate in the event of its assignment, (3) may be terminated by
HIMCO on ninety days' prior written notice to the Manager, but such
termination will not be effective until the Fund or the Manager shall
have contracted with one or more persons to serve as a successor to
HIMCO for the Fund and such person(s) shall have assumed such
position, and (4) will terminate automatically upon termination of the
investment management agreement between the Manager and the Fund.
(c) As used in this agreement, the terms "assignment," "interested
parties" and "vote of a 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 or parties at
the current office address of such party or parties.
9. Nothing in this agreement shall limit or restrict the right of any partner,
officer, or employee of HIMCO to engage in any 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 HIMCO to engage in any other business or to
render services of any kind to any other corporation, firm, individual or
association.
10. It is the intention of the parties hereto that by this Agreement HIMCO
shall provide Manager with such investment management and advisory services
as may be required by Manager in managing and advising the Fund pursuant to
the terms of the Principal Advisory Contract. No provision of this
Agreement shall be construed or interpreted to grant HIMCO any right or
authority not granted to Manager under the Principal Advisory Contract, or
to impose on HIMCO any duty or obligation not otherwise imposed on Manager
under the Principal Advisory Contract.
11. The Manager agrees that neither it nor any affiliate of the Manager will
use HIMCO's name or refer to HIMCO or HIMCO's clients in marketing and
promotional materials without prior notification to and authorization by
HIMCO, such authorization not to be unreasonably withheld.
12. 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 3rd day of March, 1997.
HL INVESTMENT ADVISORS, INC.
/s/ Xxxxxx X. Xxxxxx
------------------------------
By: Xxxxxx X. Xxxxxx
Title: President
THE HARTFORD INVESTMENT
MANAGEMENT COMPANY
/s/ Xxxxxx X. Xxxxxx
------------------------------
By: Xxxxxx X. Xxxxxx
Title: Managing Director
