EXHIBIT 5(a)
INVESTMENT MANAGEMENT AGREEMENT
This Agreement made by and between Hartford Small Company Fund, Inc., a Maryland
corporation (the "Fund") and The Hartford Investment Management Company, 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 form 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
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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
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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.
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5. (a) This Agreement shall be effective on [____ , 1996] 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day ___ of _________, 1996.
HARTFORD SMALL COMPANY FUND, INC.
ATTEST:
By:
-------------------------- --------------------------
Secretary
Its
THE HARTFORD INVESTMENT MANAGEMENT COMPANY
ATTEST:
By:
-------------------------- --------------------------
Secretary
Its
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