Exhibit 99.g(iii)
FIRST AMENDMENT TO CUSTODIAN CONTRACT
THIS FIRST AMENDMENT TO CUSTODIAN CONTRACT (the "Amendment") is made and
entered into as of December 10, 2003 by and among HARTFORD HLS SERIES FUND II,
INC. ("Client"), a Maryland corporation, and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company ("State Street").
WITNESSETH:
WHEREAS, Client and State Street are parties to that certain Custodian
Contract dated as of May 1, 2002 (the "Agreement"); and
WHEREAS, Client and State Street desire to amend and supplement the
Agreement upon the following terms and conditions.
NOW THEREFORE, for and in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Client and State Street hereby agree that the
Agreement is amended and supplemented as follows:
1. The first paragraph of Section 1 is restated in its entirety to read as
follows:
The Fund hereby employs the Custodian as the custodian of the assets of the
Portfolios of the Fund, including securities which the Fund, on behalf of
the applicable Portfolios desires to be held in places within the United
States ("domestic securities") and securities it desires to be held outside
the United States ("foreign securities") pursuant to the provisions of the
Articles of Incorporation. The Fund on behalf of the Portfolio(s) agrees to
deliver to the Custodian all securities and cash of the Portfolios, and all
payments of income, payments of principal or capital distributions received
by it with respect to all securities owned by the Portfolio(s) from time to
time, and the cash consideration received by it for such new or treasury
shares of capital stock of the Fund representing interests in the
Portfolios, ("Shares") as may be issued or sold from time to time. The
Custodian shall not be responsible for any property of a Portfolio not
received by it or which is delivered out in accordance with Proper
Instructions (as such term is defined in Section 6 hereof) including,
without limitation, Portfolio property (i) held by Special Sub-Custodians
(as such term is defined in Section 5A hereof), or (ii) delivered or
otherwise removed from the custody of the Custodian pursuant to Special
Instructions (as such term is defined in Section 6 hereof).
2. Section 2.2(15) of the Agreement is re-numbered as Section 2.2(16) and the
following provision is added to the Agreement as Section 2.2(15):
Upon the sale or other delivery of such securities (including, without
limitation, to one or more (a) Special Sub-Custodians or (b) additional
custodians appointed by the Fund, and communicated to the Custodian from
time to time via a writing duly executed by an authorized officer of the
Fund, for the purpose of engaging in repurchase agreement transaction(s),
each a "REPO CUSTODIAN") and prior to receipt of payment therefor, as set
forth in written Proper Instructions (such delivery in advance of payment,
along with payment in advance of delivery made in accordance with Section
2.7(7), as applicable,
shall each be referred to herein as a "FREE TRADE"), provided that such
Proper Instructions shall set forth (a) the securities of the Portfolio to
be delivered and (b) the person or persons to whom delivery of such
securities shall be made;
3. Section 2.7(7) of the Agreement is re-numbered as Section 2.7(8) and the
following provision is added to the Agreement as Section 2.7(7):
Upon the purchase of domestic investments including, without limitation,
repurchase agreement transactions involving delivery of Portfolio monies to
Repo Custodian(s), and prior to receipt of such investments, as set forth
in written Proper Instructions (such payment in advance of delivery, along
with delivery in advance of payment made in accordance with Section
2.2(15), as applicable, shall each be referred to herein as a "FREE
TRADE"), provided that such Proper Instructions shall also set forth (a)
the amount of such payment and (b) the person(s) to whom such payment is
made;
4. Section 4.4(1)(l) of the Agreement is re-numbered as Section 4.4(1)(m) and
the following provision is added to the Agreement as Section 4.4(1)(l):
upon the sale or other delivery of such foreign securities (including,
without limitation, to one or more Special Sub-Custodians or Repo
Custodians) as a Free Trade, provided that applicable Proper Instructions
shall set forth (A) the foreign securities to be delivered and (B) the
person or persons to whom delivery shall be made;
5. Section 4.4(2)(h) of the Agreement is re-numbered as Section 4.4(2)(i) and
the following provision is added to the Agreement as Section 4.4(2)(h):
upon the purchase of foreign investments including, without limitation,
repurchase agreement transactions involving delivery of Portfolio monies to
Repo Custodian(s), as a Free Trade, provided that applicable Proper
Instructions shall set forth (A) the amount of such payment and (B) the
person or persons to whom payment shall be made;
6. The following provision is hereby added to the Agreement as Section 5A:
SECTION 5A. SPECIAL SUB-CUSTODIANS
Upon receipt of Special Instructions (as such term is defined in Section 6
hereof), the Custodian shall, on behalf of one or more Portfolios, appoint
one or more banks, trust companies or other entities designated in such
Special Instructions to act as a sub-custodian for purposes of effecting
such transaction(s) as may be designated by the Fund in Special
Instructions. Each such designated sub-custodian is referred to herein as a
"SPECIAL SUB-CUSTODIAN." Each such duly appointed Special Sub-Custodian
shall be listed on Schedule A hereto, as it may be amended from time to
time by the Fund, with the acknowledgment of the Custodian. In connection
with the appointment of any Special Sub-Custodian, and in accordance with
Special Instructions, the Custodian shall enter into a sub-custodian
agreement with the Company and the Special Sub-Custodian in form and
substance approved by the Fund, provided that such agreement shall in all
events comply with the terms and provisions of the 1940 Act and the rules
and regulations thereunder and the terms and provisions of this Agreement.
7. The following paragraphs are added to the Agreement at the end of
Section 6, and Section 6 is re-titled "Proper Instructions and Special
Instructions":
"SPECIAL INSTRUCTIONS," as such term is used throughout this Agreement,
means Proper Instructions countersigned or confirmed in writing by the
Treasurer of the Fund or any other person designated in writing by the
Treasurer of the Fund, which countersignature or confirmation shall be (a)
included on the same instrument containing the Proper Instructions or on a
separate instrument clearly relating thereto and (b) delivered by hand, by
facsimile transmission, or in such other manner as the Fund and the
Custodian agree in writing.
Concurrently with the execution of this Agreement, and from time to time
thereafter, as appropriate, the Fund shall deliver to the Custodian, duly
certified by the Fund's Treasurer or Assistant Treasurer, a certificate
setting forth: (i) the names, titles, signatures and scope of authority of
all persons authorized to give Proper Instructions or any other notice,
request, direction, instruction, certificate or instrument on behalf of the
Fund and (ii) the names, titles and signatures of those persons authorized
to give Special Instructions. Such certificate may be accepted and relied
upon by the Custodian as conclusive evidence of the facts set forth therein
and shall be considered to be in full force and effect until receipt by the
Custodian of a similar certificate to the contrary.
8. The following paragraph is added to the Agreement at the end of Section 14:
Except as may arise from the Custodian's own negligence or willful
misconduct, the Fund shall indemnify and hold the Custodian harmless from
and against any and all costs, expenses, losses, damages, charges, counsel
fees, payments and liabilities which may be asserted against the Custodian
(a) acting in accordance with any Proper Instruction or Special Instruction
including, without limitation, any Proper Instruction with respect to Free
Trades including, but not limited to, cost, expense, loss, damage,
liability, tax, charge, assessment or claim resulting from (i) the failure
of the applicable Portfolio to receive income with respect to purchased
investments, (ii) the failure of the applicable Portfolio to recover
amounts invested on maturity of purchased investments, (iii) the failure of
the Custodian to respond to or be aware of notices or other corporate
communications with respect to purchased investments, or (iv) the
Custodian's reliance upon information provided by the Fund, the Fund's
counterparty(ies) or the agents of either of them with respect to Fund
property released, delivered or purchased pursuant to either of Section
2.2(15) or Section 2.7(7) hereof, or (b) for the acts or omissions of any
Special Sub-Custodian.
9. General Provisions. This Amendment may be executed in any number of
counterparts, each constituting an original and all considered one and the
same agreement. This Amendment is intended to modify and amend the
Agreement and the terms of this Amendment and the Agreement are to be
construed to be cumulative and not exclusive of each other. Except as
provided herein, the Agreement is hereby ratified and confirmed and remains
in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers to be effective as of the date first above
written.
HARTFORD HLS SERIES FUND II, INC. STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxx X. Xxxxxxxxxxxx ----------------------------
-------------------------------- Name: Xxxxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxxxxxx ------------------------------
------------------------------ Title: Senior Vice President
Title: President -----------------------------
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SCHEDULE A
Dated: December 10, 2003
to
Amendment to Custodian Contract dated May 1, 2002
between Hartford HLS Series Fund II, Inc. and
State Street Bank and Trust Company
TRI-PARTY REPO CUSTODIAN BANKS ACCOUNT NUMBERS
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The Bank of New York
JPMorgan Chase Bank
Authorized Signatures:
HARTFORD HLS SERIES FUND II, INC. STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxxxxxx Xxxxxxx X. Xxxxxxxx
Title: President Title: Senior Vice President
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Date: December 10, 2003 Date:
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