EXHIBIT 5.4
INVESTMENT SERVICES AGREEMENT WITH
HARTFORD INVESTMENT MANAGEMENT COMPANY
INVESTMENT SERVICES AGREEMENT
This investment services agreement made by and between Hartford Investment
Financial Services Company, a Delaware corporation ("HIFSCO") and The Hartford
Investment Management Company, a Delaware corporation ("HIMCO").
WHEREAS, HIFSCO has entered into an agreement for the provision of
investment management services (the "Principal Advisory Contract") to the ITT
Hartford Mutual Funds, Inc. (the "Company") currently comprised of the ITT
Hartford Small Company Fund, ITT Hartford Capital Appreciation Fund, ITT
Hartford International Opportunities Fund, ITT Hartford Dividend and Growth
Fund, ITT Hartford Stock Fund, ITT Hartford Advisers Fund, ITT Hartford Bond
Income Strategy Fund and ITT Hartford Money Market Fund, and
WHEREAS, HIFSCO wishes to engage HIMCO to provide investment management
services to the ITT Hartford Bond Income Strategy Fund and ITT Hartford Money
Market Fund (each a "Portfolio" and together the "Portfolios"), and
WHEREAS, HIMCO is willing to perform such services on behalf of the
Portfolios upon the terms and conditions and for the compensation hereinafter
set forth.
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties hereto agree as follows:
1. HIFSCO hereby employs HIMCO to provide investment management services with
respect to the assets of the Portfolios and to perform the services
hereinafter set forth subject to the terms and conditions of the investment
objectives, policies and restrictions of each Portfolio, and HIMCO hereby
accepts such employment and agrees during such period to assume the
obligations herein set forth for the compensation herein provided.
2. HIMCO shall evaluate and implement an investment program appropriate for
each Portfolio which shall be amended and updated from time to time as
financial and other economic conditions change as determined by HIFSCO and
HIMCO.
3. HIMCO, in consultation with HIFSCO when appropriate, will make all
determinations with respect to the investment of the assets of the
Portfolios and the purchase or sale of portfolio securities, and shall take
such steps as may be necessary to implement the same. Such determinations
and services shall include advising the Company's Board of Directors of the
manner in which voting rights, rights to consent to corporate action, and
any other
non-investment decisions pertaining to a Portfolio's securities should be
exercised.
4. HIMCO will regularly furnish reports with respect to the Portfolios at
periodic meetings of the Company's Board of Directors and at such other
times as may be reasonably requested by the Company's Board of Directors,
which reports shall include HIMCO's economic outlook and investment
strategy and a discussion of the portfolio activity and the performance of
the Portfolios since the last report. Copies of all such reports shall be
furnished to HIFSCO for examination and review within a reasonable time
prior to the presentation of such reports to the Company's Board of
Directors.
5. HIMCO shall manage each Portfolio in conformity with the Company's Articles
of Incorporation and By-laws, each as amended from time to time, and the
Investment Company Act of 1940, as amended, other applicable laws, and to
the investment objectives, policies and restrictions of each Portfolio as
set forth in the Portfolios' prospectus and statement of additional
information, or any investment guidelines or other instructions received in
writing from HIFSCO, and subject further to such policies and instructions
as the Board of Directors of HIFSCO may from time to time establish and
deliver to HIMCO.
6. HIMCO will select the brokers or dealers that will execute the purchases
and sales of portfolio securities for the Portfolios and place, in the name
of each Portfolio or its nominees, all such orders. When placing such
orders, HIMCO shall use its best efforts to obtain the best net security
price available for each Portfolio. Subject to and in accordance with any
directions that the Board of Directors may issue from time to time, HIMCO
may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if
HIMCO determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage or research services
provided by such broker or dealer, viewed in terms of either that
particular transaction or HIMCO's overall responsibilities with respect to
the Portfolios and HIMCO's other advisory clients. The execution of such
transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. HIMCO will promptly
communicate to the Board of Directors such information relating to
portfolio transactions as they may reasonably request.
7. As compensation for the performance of the services by HIMCO hereunder,
HIFSCO shall, as promptly as possible after the last day of each calendar
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year quarter, pay HIMCO the equivalent of all direct and indirect expenses
incurred in the performance of its duties under this Agreement.
8. HIMCO 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 HIMCO shall have acted in good faith and with due care; provided,
however, that no provision in this Agreement shall be deemed to protect
HIMCO against any liability to the Company or its shareholders by reason of
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.
9. (a) This Agreement shall become effective on March 3, 1997, shall continue
in effect for the same term as the Principal Advisory Contract and
shall be submitted to the Company's Board of Directors for reapproval
at the same time as the Principal Advisory Contract. This Agreement,
unless sooner terminated in accordance with 9(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 the
majority of the members of the Board of Directors of the Company or by
a vote of a majority of the outstanding voting securities of each
Portfolio, and (2) in either event, by the vote of a majority of the
members of the Company'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 with respect to each Portfolio at
any time without the payment of any penalty either by vote of the
members of the Board of Directors of the Company or by a vote of a
majority of any Portfolio's outstanding voting securities, or by
HIFSCO on sixty days' prior written notice to HIMCO, (2) shall
immediately terminate in the event of its assignment, (3) may be
terminated by HIMCO on sixty days' prior written notice to HIFSCO, but
such termination will not be effective until HIFSCO shall have
contracted with one or more persons to serve as a successor to HIMCO
for the Portfolio (or HIMCO or an affiliate of HIMCO agrees to manage
the Portfolio) and such person(s) shall have assumed such position,
and (4) will terminate automatically upon termination of the
investment management agreement between HIFSCO and the Company of even
date herewith.
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(c) As used in this Agreement, the terms "assignment," "interested
parties" and "vote of a majority of the Company'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 or parties at
the current office address provided by each party.
10. Nothing in this Agreement shall limit or restrict the right of any partner,
officer, or employee of HIMCO to engage in any 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 HIMCO to engage in any other business or to
render services of any kind to any other corporation, firm, individual or
association.
11. It is the intention of the parties hereto that by this Agreement HIMCO
shall provide HIFSCO with such investment management and advisory services
as may be required by HIFSCO in managing and advising the Portfolios
pursuant to the terms of the Principal Advisory Contract. No provision of
this Agreement shall be construed or interpreted to grant HIMCO any right
or authority not granted to HIFSCO under the Principal Advisory Contract,
or to impose on HIMCO any duty or obligation not otherwise imposed on
HIFSCO under the Principal Advisory Contract.
12. HIFSCO agrees that neither it nor any affiliate of HIFSCO will use HIMCO's
name or refer to HIMCO or HIMCO's clients in marketing and promotional
materials without prior notification to and authorization by HIMCO, such
authorization not to be unreasonably withheld.
13. 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.
14. The amendment of this Agreement for the sole purpose of adding one or more
Portfolios shall not be deemed an amendment affecting an already existing
Portfolio and requiring the approval of shareholders of that Portfolio.
15. To the extent that federal securities laws do not apply, this Agreement and
all performance hereunder shall be governed by the laws of the State of
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Connecticut which apply to contracts made and to be performed in the State
of Connecticut.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the 3rd day of March, 1997.
HARTFORD INVESTMENT FINANCIAL
SERVICES COMPANY
/s/ Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx
Title: Executive Vice President
THE HARTFORD INVESTMENT
MANAGEMENT COMPANY
/s/ Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx
Title: Managing Director
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