AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made as of the 28th day of August, 2002, by and between
Hartford Life Insurance Company ("HL"), an insurance company organized and
existing under the laws of the State of Connecticut, and Hartford Series Fund,
Inc. on behalf of the Funds listed on Exhibit A, attached hereto (each a "Fund"
and together the "Funds").
W I T N E S S E T H:
WHEREAS, each Fund desires that HL provide administrative services to the Fund
upon the terms and conditions hereinafter set forth in this Agreement; and
WHEREAS, HL wishes to provide such services for the consideration and upon the
terms and conditions hereinafter set forth in this Agreement;
NOW THEREFORE, in consideration of the promises and the mutual agreements herein
contained, the parties hereto agree as follows:
1. HL shall arrange for and furnish at its own cost and without expense to the
Fund the following personnel, services, equipment and facilities:
(a) Office space and all necessary office facilities and equipment for the
proper operation of the Fund.
(b) All personnel necessary for the proper operation of the Fund,
including clerical and other office personnel. In this respect HL
shall provide from among its officers, directors and employees persons
to serve as directors, officers and employees of the Fund and to pay
the salaries of all such persons, provided, however, that anything
herein to the contrary notwithstanding, all expenses incurred by any
such director, officer or employee of the Fund in the proper
performance of his or her duties as such shall be reimbursed by the
Fund to such person.
(c) Unless otherwise agreed to between the Fund and HL, the costs of
preparation, printing and mailing of all sales literature and
prospectuses with respect to the Fund shares other than required
annual mailings of prospectuses to shareholders.
2. HL shall also furnish to the Fund such other administrative services as are
necessary for the efficient operation of the Fund. Notwithstanding this
commitment, however, the Fund shall assume and pay the following costs and
expenses:
(a) Interest, taxes, and brokerage charges;
(b) The costs of preparing, printing and filing any post-effective
amendments or supplements to the registration forms of the Fund and
its securities, the annual mailings of prospectuses to shareholders,
and all federal and state registration, qualification and filing costs
and fees with respect to the Fund and its securities;
(c) Issuance and redemption expenses;
(d) Transfer agency and dividend and distribution disbursing agency costs
and expenses;
(e) Custodian fees and expenses;
(f) Auditing and legal expenses;
(g) Fidelity bond premiums;
(h) Fees and salaries of directors, officers and employees of the Fund who
are not "interested persons" of HL as that term is defined in the
Investment Company Act of 1940, as amended;
(i) The costs of all annual and semiannual reports mailed to Fund
shareholders, as well as all quarterly, annual and any other periodic
reports required to be filed with the Securities and Exchange
Commission or with any state; any notices required by federal or state
regulatory authorities; and any proxy solicitation materials directed
to Fund shareholders; as well as all printing and mailing costs
incurred in connection with the above; and
(j) Any expenses incurred in connection with the holding of the annual and
all special meetings of the Fund shareholders.
3. As compensation for the services to be performed by HL hereunder, the Fund
will pay to HL, as promptly as possible after the last day of each month, a
monthly fee equal to the annual rate of .20% of the average daily net
assets of the Fund.
4. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of HL to engage in any other business or to
devote his time and attention in part to the management or other aspects of
any other business, whether of a similar nature or dissimilar nature, nor
to limit the right of HL to engage in any other business or to render
services of any kind to any other corporation, firm, individual or
association.
5. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of the obligations and duties of HL hereunder, HL shall
not be subject to liabilities to the Fund or to any shareholder for any act
or omission in the course of, or connected with, rendering services
hereunder.
6. (a) This Agreement shall become effective on the date and year first above
written and shall continue in effect indefinitely unless terminated in
accordance with its terms.
(b) This Agreement (i) may be terminated at any time without the payment
of any penalty either by vote of the members of the Fund's Board of
Directors or by vote of the majority in interest of the Fund's
shareholders on sixty days' prior written notice to HL, (ii) shall
immediately terminate in the event of its assignment, and (iii) may be
terminated by HL on sixty days' prior written notice to the Fund.
(c) As used in this section, the term "assignment" shall have the meaning
set forth for such term in the Investment Company Act of 1940, as
amended.
(d) Any notice under this section shall be given in writing, addressed and
delivered, or mailed First Class Mail Post-paid, to the other party at
the current office of such other party.
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.
IN WITNESS WHEREOF, the parties hereto have caused this amended and
restated Agreement to be executed as of the day and year first above written.
Hartford Series Fund, Inc.
By: /s/ Xxxxx X. Xxxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxxx
President
Hartford Life Insurance Company
By: /S/ Xxxxx X. Xxxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxxx
Senior Vice President &
Chief Investment Officer
EXHIBIT A
Hartford Advisers HLS Fund
Hartford Bond HLS Fund
Hartford Capital Appreciation HLS Fund
Hartford Dividend and Growth
HLS Fund Hartford Focus HLS Fund
Hartford Global Advisers HLS Fund
Hartford Global Communications HLS Fund
Hartford Global Financial Services HLS Fund
Hartford Global Health HLS Fund
Hartford Global Leaders HLS Fund
Hartford Global Technology HLS Fund
Hartford Growth and Income HLS Fund
Hartford Growth HLS Fund
Hartford High Yield HLS Fund
Hartford Index HLS Fund
Hartford International Capital Appreciation HLS Fund
Hartford International Opportunities HLS Fund
Hartford International Small Company HLS Fund
Hartford MidCap HLS Fund
Hartford MidCap Value HLS Fund
Hartford Money Market HLS Fund
Hartford Mortgage Securities HLS Fund
Hartford Small Company HLS Fund
Hartford Stock HLS Fund
Hartford Value HLS Fund
Dated: August 28, 2002
