TRANSFER AGENCY AND SERVICE AGREEMENT
between
HARTFORD HLS SERIES FUND II, INC.
and
HARTFORD INVESTORS SERVICES COMPANY LLC
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of March, 2003, by and between Hartford
HLS Series Fund II, Inc. a Maryland corporation, having its principal office and
place of business at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 (the
"Company"), and Hartford Investors Services Company LLC ("HISC"), a subsidiary
of Hartford Life Insurance Company, having its principal office and place of
business at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
WHEREAS, the Company is authorized to issue shares in separate series and
classes within each series; and
WHEREAS, the Company, on behalf of each of the investment portfolios (the
"Portfolios"), desires to appoint HISC as its transfer agent, dividend
disbursing agent and agent in connection with certain other activities, and HISC
desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF HISC
1.1 Subject to the terms and conditions set forth in this Agreement, the
Company, on behalf of the Portfolios, hereby employs and appoints HISC
to act as, and HISC agrees to act as its transfer agent for each of
the Company's authorized and issued shares of its common stock
("Shares"), dividend disbursing agent and agent in connection with any
accumulation, open-account or similar plans provided to the
shareholders of each of the respective Portfolios of the Company
("Shareholders") and set out in the currently effective prospectuses
and statements of additional information ("prospectuses") of the
Company.
1.2 HISC agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Company on behalf of each of the
Portfolios, as applicable and HISC, HISC shall:
(i) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
thereof to the custodian of the Company (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number
of Shares and hold such Shares in the appropriate
Shareholder accounts;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation
thereof to the Custodian;
(iv) In respect to the transactions in items (i), (ii) and (iii)
above, HISC shall execute transactions directly with
broker-dealers and third party administrators authorized by
the Company who shall thereby be deemed to be acting on
behalf of the Company;
(v) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay
over or cause to be paid over in the appropriate manner
such monies as instructed by the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by each Portfolio;
(viii) Maintain records of account for and advise the Company and
its Shareholders as to the foregoing; and
(ix) Record the issuance of shares of the Company and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total
number of Shares that are authorized, issued and
outstanding. HISC shall also provide the Company on a
regular basis with the total number of shares that are
authorized, issued and outstanding and shall have no
obligation, when recording the issuance of shares, to be
responsible for any laws relating to the issue or sale of
such shares, which function shall be the sole
responsibility of the Company.
(b) In addition to the services set forth in paragraph (a), HISC shall
perform the customary services of a transfer agent, dividend
disbursing agent and, as relevant, agent in connection with
accumulation, open-account or other similar plans (including
without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing
proxies, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information.
(c) Procedures as to who shall provide certain of these services in
Section 1 may be established from time to time by agreement
between the Company on behalf of each Portfolio and HISC.
(d) HISC shall provide additional services on behalf of the Company
(E.G., escheatment services) which may be agreed upon in writing
between the Company and HISC.
(e) HISC may sub-contract any services specified above upon consent of
the Company and as approved by the Company's Board of Directors.
2. FEES AND EXPENSES
2.1 For the performance by HISC pursuant to this Agreement, the Company
agrees on behalf of each of the Portfolios to pay HISC an annual
maintenance fee for each Shareholder account as set out in the initial
fee schedule attached hereto. Such fees and out-of-pocket expenses and
advances identified under Section 2.2 below may be changed from time
to time subject to mutual written agreement between the Company and
HISC.
2.2 In addition to the fee paid under Section 2.1 above, the Company
agrees on behalf of each of the Portfolios to reimburse HISC for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche,
tabulating proxies, records storage, or advances incurred by HISC for
the items set out in the fee schedule attached hereto. In addition,
any other expenses incurred by HISC at the request or with the consent
of the Company, will be reimbursed by the Company on behalf of the
applicable Portfolio.
2.3 The Company agrees on behalf of each of the Portfolios to pay all fees
and reimbursable expenses within five days following the receipt of
the respective billing notice. Postage for mailing of dividends,
proxies, fund
reports and other mailings to all shareholder accounts shall be
advanced to HISC by the Company at least two (2) days prior to the
mailing date of such materials.
3. REPRESENTATIONS AND WARRANTIES OF HISC
HISC represents and warrants to the Company that:
3.1 It is a corporation duly organized and existing and in good standing
under the laws of Connecticut.
3.2 It is duly qualified to carry on its business in the State of
Connecticut and is duly registered as a transfer agent pursuant to
Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended.
3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to HISC that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of the State of Maryland.
4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by such Articles of Incorporation
and By-Laws have been taken to authorize them to enter into and
perform this Agreement.
4.4 It is registered as an open-end, management investment company under
the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended,
is currently effective, and will remain in effect, for each series and
class of
Shares, and appropriate securities law filings have been made and will
continue to be made with the SEC with respect to the Company.
5. DATA ACCESS AND PROPRIETARY INFORMATION
5.1 The Company acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Company by HISC as part of its
ability to access certain Company-related data ("Customer Data")
maintained by HISC on data bases under the control and ownership of
HISC ("Data Access Services") constitute copyrighted, trade secret, or
other proprietary information (collectively, "Proprietary
Information") of substantial value to HISC or other third party. In no
event shall Proprietary Information be deemed Customer Data. The
agrees to treat all Proprietary Information as proprietary to HISC and
further agree that it shall not divulge any Proprietary Information to
any person or organization except as may be provided hereunder.
Without limiting the foregoing, the Company agrees for itself and its
employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by HISC and solely in accordance with
HISC's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose
of such information in accordance with HISC's instructions;
(d) to refrain from causing or allowing the data acquired hereunder
from being retransmitted to any other computer facility or other
location, except with the prior written consent of HISC;
(e) that the Company shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by HISC to protect
at HISC's expense the rights of HISC in Proprietary Information
at common law, under federal copyright law and under other
federal or state law.
5.2 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 5. The obligations of this
Section shall survive any termination of this Agreement.
5.3 If the Company notifies HISC that any of the Data Access Services do
not operate in material compliance with the most recently issued user
documentation for such services, HISC shall endeavor in a timely
manner to correct such failure. Organizations from which HISC may
obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Company agrees to
make no claim against HISC arising out of the contents of such
third-party data, including, but not limited to, the accuracy thereof.
DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS,
AS AVAILABLE BASIS. HISC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT
THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
6. INDEMNIFICATION
6.1 HISC shall not be responsible for, and the Company shall, on behalf of
the applicable Portfolio, indemnify and hold HISC harmless from and
against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
(a) All actions of HISC or its agents or subcontractors required to
be taken pursuant to this Agreement, provided that such actions
are taken in good faith and without negligence or willful
misconduct.
(b) Lack of good faith, negligence or willful misconduct on the part
of any Fund which arise out of the breach of any representation
or warranty of the Company hereunder.
(c) The reliance on or use by HISC or its agents or subcontractors of
information, records, documents or services which (i) are
received by HISC or its agents or subcontractors, and (ii) have
been prepared, maintained or performed by the Company or any
other person or firm on behalf of the Company.
(d) The reliance on, or the carrying out by HISC or its agents or
subcontractors of any instructions or requests of the Company on
behalf of the applicable Portfolio.
(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws
or regulations of any state or in violation of any stop order or
other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.
(f) The negotiation and processing by HISC of checks not made payable
to the order of the Company, or to a particular Fund, or to the
retirement account custodian or trustee for a plan account
investing in Shares, which checks are tendered to HISC for the
purchase of Shares (I.E., "third party checks").
6.2 At any time HISC may apply to any officer of the Company for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by HISC
under this Agreement, and HISC and its agents or subcontractors shall
not be liable and shall be indemnified by the Company on behalf of the
applicable Portfolio for any action taken or omitted by it in reliance
upon such instructions or upon the opinion of such counsel. HISC, its
agents and subcontractors shall be protected and indemnified in acting
upon any paper or document furnished by or on behalf of the Company,
reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data,
records or documents provided HISC or its agents or subcontractors by
machine readable input, telex, CRT data entry or other similar means
authorized by the Company, and shall not be held to have notice of any
change of authority of any person, until receipt of written notice
thereof from the Company.
6.3 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which the Company may
be required to indemnify HISC, HISC shall promptly notify the Company
of such assertion, and shall keep the Company advised with respect to
all developments concerning such claim. The Company shall have the
option to participate with HISC in the defense of such claim or to
defend against said claim in its own name or in the name of HISC. HISC
shall in no case confess any claim or make any compromise in any case
in which the Company may be required to indemnify HISC except with the
Fund's prior written consent.
7. STANDARD OF CARE
HISC shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees.
8. COVENANTS OF THE COMPANY AND HISC
8.1 The Company shall on behalf of each of the Portfolios promptly furnish
to HISC the following:
(a) A certified copy of the resolution of the Board of Directors of
the Company authorizing the appointment of HISC and the execution
and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the
Company and all amendments thereto.
8.2 HISC shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, HISC agrees that all such
records prepared or maintained by HISC relating to the services to be
performed by HISC hereunder are the property of the Company and will
be preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Company on
and in accordance with its request.
8.3 HISC and the Company agree that all books, records, information and
data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
8.4 In case of any requests or demands for the inspection of the
Shareholder records of the Company, HISC will endeavor to notify the
Company and to secure instructions from an authorized officer of the
Company as to such inspection. HISC reserves the right, however, to
exhibit the Shareholder records to any person whenever it is advised
by its counsel that it may be held liable for the failure to exhibit
the Shareholder records to such person.
9. TERMINATION OF AGREEMENT
9.1 This Agreement may be terminated by either party upon ninety (90) days
written notice to the other.
9.2 Should the Company exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Company on behalf of the applicable Portfolio(s).
Additionally, HISC reserves the right to charge for any other
reasonable expenses associated with such termination.
10. ADDITIONAL PORTFOLIOS
In the event that the Company establishes one or more additional series or
classes of Shares to which it desires to have HISC render services as transfer
agent under the terms hereof, it shall so notify HISC in writing, and if HISC
agrees in writing to provide such services, such series or classes of Shares
shall be included under this agreement.
11. ASSIGNMENT
11.1 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other
party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
12. AMENDMENT
This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Board of
Directors of the Company.
13. MARYLAND LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of Maryland.
14. FORCE MAJEURE
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
15. CONSEQUENTIAL DAMAGES
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
16. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.
17. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
HARTFORD HLS SERIES FUND II, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: President
HARTFORD INVESTORS SERVICES
COMPANY LLC
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: President and CEO
SERVICES TO BE PERFORMED
1. Receives orders for the purchase of Shares.
2. Issue Shares and hold Shares in Shareholders accounts.
3. Receive redemption requests.
4. Effect transactions 1-3 above directly with broker-dealers and third
party administrators.
5. Pay over monies to redeeming Shareholders.
6. Effect transfers of Shares.
7. Prepare and transmit dividends and distributions.
8. Maintain records of account.
9. Maintain and keep a current and accurate control book for each issue of
securities.
10. Mail proxies.
11. Mail Shareholder reports.
12. Mail prospectuses to current Shareholders.
13. Withhold taxes on U.S. resident and non-resident alien accounts.
14. Prepare and file U.S. Treasury Department forms.
15. Prepare and mail account and confirmation statements for Shareholders.
16. Provide Shareholder account information.
FEE SCHEDULE
Per Account Fee Cost Reimbursement*
Out-of-Pocket Expenses** Billed As Incurred
* Includes costs invoiced by authorized sub-contractors.
** Out-of-pocket expenses include, but are not limited to, confirmation
statements, investor statements, postage, forms, audio response, telephone,
records retention, transcripts, microfilm, microfiche, and expenses
incurred at the specific direction of the Fund.
ATTACHMENT A
Hartford HLS Series Fund II, Inc.
ON BEHALF OF:
Hartford Blue Chip Stock HLS Fund
Hartford Capital Opportunities HLS Fund
Hartford Growth Opportunities HLS Fund
Hartford International Stock 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
