EXHIBIT h.
Transfer Agency and Service Agreement between The Hartford Mutual Funds, Inc.
and Hartford Administrative Services Company
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the first day of November, 2001, by and among The
Hartford Mutual Funds, Inc., a Maryland corporation, having its principal office
and place of business at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 (the
"Funds"), and Hartford Administrative Services Company ("HASCO"), having its
principal office and place of business at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxxxx 00000. This Agreement is intended to take effect as if entered into
among each Fund, severally (on behalf of each of its series of shares,
severally), and HASCO, and the provisions of this Agreement shall be construed
accordingly.
WHEREAS, the Funds are authorized to issue shares in separate series and
classes within each series; and
WHEREAS, the Funds, on behalf of each of their investment portfolios (the
"Portfolios"), desire to appoint HASCO as transfer agent, dividend disbursing
agent and agent in connection with certain other activities, and HASCO 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 HASCO
1.1 Subject to the terms and conditions set forth in this Agreement, the
Funds, on behalf of the Portfolios, hereby employ and appoint HASCO
to act as, and HASCO agrees to act as its transfer agent for each of
the Fund'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 Funds
("Shareholders") and set out in the currently effective prospectuses
and statements of additional information ("prospectuses") of the
Funds.
1.2 HASCO agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Funds on behalf of each of the
Portfolios, as applicable and HASCO, HASCO shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the custodian of the Funds (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, HASCO shall execute transactions directly
with broker-dealers authorized by the Funds who shall
thereby be deemed to be acting on behalf of the Funds;
(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 the Funds on behalf of each
Portfolio;
(viii) Maintain records of account for and advise the Funds
and their Shareholders as to the foregoing; and
(ix) Record the issuance of shares of the Funds and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total
number of Shares that are authorized, issued and
outstanding. HASCO shall also provide the Funds 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 Funds.
(b) In addition to the services set forth in paragraph (a), HASCO
shall (i) 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, and (ii) provide a system
which will enable the Funds to monitor the total shares sold
in each state.
(c) In addition, the Funds shall (i) identify to HASCO in writing
those transactions and assets to be treated as exempt from
blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system
prior to activation and thereafter monitor the daily activity
for each State. The responsibility of HASCO for the Fund's
blue sky State registration status is solely limited to the
initial establishment of transactions subject to blue sky
compliance by the Fund and the reporting of such transactions
to the Fund as provided above.
(d) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by agreement
between the Funds on behalf of each Portfolio and HASCO.
(e) HASCO shall provide additional services on behalf of the Funds
(e.g., escheatment services) which may be agreed upon in
writing between the Funds and HASCO.
2. FEES AND EXPENSES
2.1 For the performance by HASCO pursuant to this Agreement, the Funds
agree on behalf of each of the Portfolios to pay HASCO 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 Funds and HASCO.
2.2 In addition to the fee paid under Section 2.1 above, the Funds agree
on behalf of each of the Portfolios to reimburse HASCO 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 HASCO
for the items set out in the fee schedule attached hereto. In
addition, any other expenses incurred by HASCO at the request or
with the consent of the Funds, will be reimbursed by the Funds on
behalf of the applicable Portfolio.
2.3 The Funds agree 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 HASCO by the Funds at least seven (7) days
prior to the mailing date of such materials.
3. REPRESENTATIONS AND WARRANTIES OF HASCO
HASCO represents and warrants to the Funds that:
3.1 It is a corporation duly organized and existing and in good standing
under the laws of Minnesota.
3.2 It is duly qualified to carry on its business in the State of
Minnesota 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 FUNDS
The Funds represent and warrant to HASCO that:
4.1 They are each corporations duly organized and existing and in good
standing under the laws of the State of Maryland.
4.2 Each 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 Each 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 all of the Funds.
5. DATA ACCESS AND PROPRIETARY INFORMATION
5.1 The Funds acknowledge that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Funds by HASCO as part of
their ability to access certain Funds-
related data ("Customer Data") maintained by HASCO on data bases
under the control and ownership of HASCO ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial
value to HASCO or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Funds agree to treat all
Proprietary Information as proprietary to HASCO 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 Funds agree for themselves and their
employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by HASCO and solely in accordance with
HASCO' 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 HASCO'
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 HASCO;
(e) that the Funds shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by HASCO to
protect at HASCO' expense the rights of HASCO 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 Funds notify HASCO that any of the Data Access Services do
not operate in material compliance with the most recently issued
user documentation for such services, HASCO shall endeavor in a
timely manner to correct such failure. Organizations from which
HASCO may obtain certain data included in the Data Access Services
are solely responsible for the contents of such data and the Funds
agree to make no claim against HASCO 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. HASCO 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 HASCO shall not be responsible for, and the Funds shall, on behalf
of the applicable Portfolio, indemnify and hold HASCO 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 HASCO 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 Funds hereunder.
(c) The reliance on or use by HASCO or its agents or
subcontractors of information, records, documents or services
which (i) are received by HASCO or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Funds or any other person or firm on behalf
of the Funds.
(d) The reliance on, or the carrying out by HASCO or its agents or
subcontractors of any instructions or requests of the Funds 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 HASCO of checks not made
payable to the order of the Funds, 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
HASCO for the purchase of Shares (i.e., "third party checks").
6.2 At any time HASCO may apply to any officer of the Funds for
instructions, and may consult with legal counsel to the Funds with
respect to any matter arising in connection with the services to be
performed by HASCO under this Agreement,
and HASCO and its agents or subcontractors shall not be liable and
shall be indemnified by the Funds 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. HASCO, its
agents and subcontractors shall be protected and indemnified in
acting upon any paper or document furnished by or on behalf of the
Funds, 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 HASCO or its agents or
subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Funds, and shall not be held
to have notice of any change of authority of any person, until
receipt of written notice thereof from the Funds.
6.3 In order that the indemnification provisions contained in this
Section 6 shall apply, upon the assertion of a claim for which the
Funds may be required to indemnify HASCO, HASCO shall promptly
notify the Funds of such assertion, and shall keep the Funds advised
with respect to all developments concerning such claim. The Funds
shall have the option to participate with HASCO in the defense of
such claim or to defend against said claim in its own name or in the
name of HASCO. HASCO shall in no case confess any claim or make any
compromise in any case in which the Funds may be required to
indemnify HASCO except with the Fund's prior written consent. For
clarity, to the extent any obligation to provide indemnity under
this Section 6 arises in respect of a Portfolio or Portfolios, the
obligation so to indemnify shall be the obligation only of such
Portfolio or Portfolios, and of no other Portfolio.
7. STANDARD OF CARE
HASCO 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 FUNDS AND HASCO
8.1 The Funds shall on behalf of each of the Portfolios promptly furnish
to HASCO the following:
(a) A certified copy of the resolution of the Board of Directors of
the Funds authorizing the appointment of HASCO and the execution and
delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the Funds
and all amendments thereto.
8.2 HASCO 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, HASCO agrees that all such records prepared or
maintained by HASCO relating to the services to be performed by
HASCO hereunder are the property of the Funds and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Funds on and in
accordance with its request.
8.3 HASCO and the Funds 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 Funds, HASCO will endeavor to notify the
Funds and to secure instructions from an authorized officer of the
Funds as to such inspection. HASCO 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 Funds exercise their right to terminate, all
out-of-pocket expenses associated with the movement of records and
material will be borne by the Funds on behalf of the applicable
Portfolio(s). Additionally, HASCO reserves the right to charge for
any other reasonable expenses associated with such termination.
10. ADDITIONAL FUNDS
In the event that one or more of the Funds establishes one or more
additional series or classes of Shares to which it desires to have HASCO render
services as transfer agent under the terms hereof, it shall so notify HASCO in
writing, and if HASCO 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 Funds.
13. CONNECTICUT LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of Connecticut.
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
No party to this Agreement shall be liable to another 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.
THE HARTFORD MUTUAL FUNDS, Inc.,
Severally, on behalf of their respective
Series of Shares,
BY: /s/ Xxxxx X. Xxxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxxx
Title: President
HARTFORD ADMINISTRATIVE SERVICES COMPANY
BY: /s/ Xxxxx X. Xxxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxxx
Title: Senior Vice President
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.
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
ACCOUNT FEES
Class A, B and C Shares:
ALL Accounts: $25 per account/per year
Class Y Shares:
All Accounts: 5 basis points on assets/capped at 300 million in assets
Fees include all out of pocket expenses