EXHIBIT (h).1
TRANSFER AGENCY AND SERVICE AGREEMENT
among
HARTFORD HLS SERIES FUND II, INC.,
HARTFORD INVESTORS SERVICES COMPANY LLC
and
HL INVESTMENT ADVISORS, LLC
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of May, 2002, by and among HARTFORD
HLS SERIES FUND II, Inc., a registered open-end management company under the
Investment Company Act of 1940, as amended, (the "Company"), on behalf of each
series listed on Attachment A, (the "Portfolios"), HARTFORD INVESTORS SERVICES
COMPANY LLC ("HISC"), a subsidiary of Hartford Life Insurance Company, and HL
INVESTMENT ADVISORS, LLC, a Connecticut limited liability company ("HLA"). This
Agreement is intended to take effect as if entered into among each Portfolio,
severally, HISC and HLA, and the provisions of this Agreement shall be construed
accordingly.
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 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 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
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
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 the Company on
behalf of 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
Portfolios 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
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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.
2. FEES AND EXPENSES
2.1 For the performance by HISC pursuant to this Agreement, HLA
agrees 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 among
the Company, HLA and HISC.
2.2 In addition to the fee paid under Section 2.1 above, HLA
agrees 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 or HLA, will be reimbursed by HLA on behalf of
the applicable Portfolio.
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.
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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 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 it 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 Company agrees to treat all Proprietary
Information as proprietary to HISC and further agrees 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;
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(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:
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(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 Portfolio 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 Portfolio, 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.
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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 Portfolios' 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
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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 sixty
(60) 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
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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:
------------------------------
Name:
Title:
HARTFORD INVESTORS SERVICES
COMPANY LLC
By:
------------------------------
Name:
Title:
HL INVESTMENT ADVISERS, LLC
By:
------------------------------
Name:
Title:
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ATTACHMENT A
Hartford HLS Series Fund II, Inc.
on behalf of:
Hartford American Leaders HLS Fund
Hartford Blue Chip Stock HLS Fund
Hartford Blue Chip Stock II HLS Fund
Hartford Capital Opportunities HLS Fund
Hartford Global Equity HLS Fund
Hartford Growth Opportunities HLS Fund
Hartford International Stock HLS Fund
Hartford International Stock II HLS Fund
Hartford Investors Growth 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
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
Per Account Fee Cost Reimbursement
Out-of-Pocket Expenses* Billed As Incurred
*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.
