EXECUTION COPY
FOURTEENTH AMENDMENT TO CUSTODIAN CONTRACT
THIS FOURTEENTH AMENDMENT TO CUSTODIAN CONTRACT (the "Amendment") is made
and entered into as of April 29, 2005 by and between THE HARTFORD MUTUAL FUNDS,
INC. ("Fund"), a Maryland corporation, and STATE STREET BANK AND TRUST COMPANY,
a Massachusetts trust company ("State Street").
WITNESSETH:
WHEREAS, the Fund and State Street are parties to that certain Custodian
Contract dated as of July 15, 1996, and amended as of December 31, 1997, April
30, 1998, September 21, 1998, April 27, 2000, October 30, 2000, April 29, 2001,
May 1, 2001, October 31, 2002, August 25, 2003, December 10, 2003, May 26, 2004,
December 31, 2004 and April 29, 2005 (collectively, the "Agreement"); and
WHEREAS, the Fund and the Custodian 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, the Fund and the Custodian hereby agree that the
Agreement is amended and supplemented as follows:
1. The following provisions are hereby added to the Agreement as Section 4A:
4A. Loan Servicing Provisions.
4A.1 General. The provisions of this Section 4A shall apply with respect to
investments, property or assets in the nature of loans, or interests
or participations in loans, including without limitation interests in
syndicated bank loans and bank loan participations (collectively,
"Loans").
4A.2 Safekeeping. Instruments, certificates, agreements, including but not
limited to, assignment agreements and settlement agreements and/or
other documents including, but not limited to, trade tickets and
funding memoranda, which the Custodian may receive in respect of
Loans, if any (collectively "Financing Documents"), from time to time,
shall be held by the Custodian at its offices in Boston,
Massachusetts.
4A.3 Duties of the Custodian.
a. Receipt of Financing Documents. The Custodian shall accept such
Financing Documents, if any, in respect of Loans as may be
delivered to it or caused to be delivered to it from time to time
by the Fund. The Custodian shall not be obligated to examine the
contents or determine the sufficiency of any such Financing
Documents or to provide any certification with respect to the
sufficiency thereof, whether received by the Custodian as
original documents, photocopies, by facsimile or otherwise. The
Custodian shall be entitled to assume the genuineness,
sufficiency and completeness of any Financing Documents received,
and the genuineness and due authority of any signature appearing
thereon.
b. Sufficiency of Financing Documents. The Custodian shall not be
obligated (i) to examine Financing Documents to determine whether
the assignment or transfer of the related Loan or applicable
interest or participation in the related Loan is effective or
enforceable, or (ii) to require delivery of any Financing
Documents evidencing or representing any Loan. The Custodian
shall have no liability for the sufficiency of any Financing
Documents other than to hold such Financing Documents, if any, as
may be delivered or caused to be delivered to it by the Fund. So
long as and to the extent that the Custodian has exercised
reasonable care in accepting Financing Documents pursuant to
Section 4A.3a above, the Custodian shall not be responsible for
the title, validity or genuineness of any Financing Documents
delivered to it pursuant to this Amendment.
c. Record Keeping. The Custodian shall
(i) record and track each Loan on a daily basis;
(ii) maintain detailed accrual information for each Loan
including, but not limited to, the following information:
a. interest payments and fee payments received;
b. receivables past due; and
c. principal payments received; and
(iii) value each Loan in accordance with the Fund's Proper
Instructions utilizing the information sources designated in
writing by the Fund. On a daily basis, the Custodian shall
report the price of each Loan to the Fund. In any instance
where the price of any Loan falls outside of price
tolerances established by the Fund and provided to the
Custodian, the Custodian shall value such Loan in accordance
with the Fund's Proper Instructions.
(iv) provide reports and information from the books and records
it maintains for the Fund in accordance with the Fund's
Proper Instructions;
d. Delivery of Financing Documents. Delivery of any such Financing
Documents may be made to the Custodian by, and may be represented
solely by, (i) delivery to the Custodian of a facsimile or
photocopy of an assignment or transfer agreement (an "Assignment
Agreement") or (ii) a confirmation or certification delivered by
or caused to be delivered by the Fund (a "Confirmation") stating
that the Fund has acquired such Loan and has received or will
receive, and will deliver or cause to be delivered to the
Custodian, appropriate Financing Documents evidencing such Loan.
Any such Assignment Agreement or Confirmation may be delivered
without delivery of any promissory note, participation
certificate or similar instrument (collectively, an
"Instrument"). In the event that an original Instrument shall at
any time be available with respect to any Loan otherwise
evidenced only by an Assignment Agreement or a Confirmation, it
shall be the sole responsibility of the Fund to make or cause
delivery of such Instrument to the Custodian, and the Custodian
shall be under no obligation at any time to determine whether any
such
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original Instrument has been issued or made available with
respect to such Loan, and shall not be under any obligation to
cause delivery of such Instrument to the Custodian. The Custodian
shall be under no obligation to require the delivery to the
Custodian of any Financing Documents from a third party. Any
reference to Financing Documents in this Amendment shall be
deemed to include, without limitation, any Instrument, Assignment
Agreement or Confirmation.
e. Collection of Loan Payments. The Custodian shall credit to the
Fund's custodian account all payments with respect to a Loan
("Loan Payment") actually received by the Custodian and
identified as for the account of the Fund. In the event that a
payment is credited to the Fund's custodian account and no
payment is actually received by the Custodian, the Custodian
shall reverse such credit. If any Loan Payments are not received
by the Custodian (i) in the case of a principal payment, on the
date on which they are due, as reflected in the Payment Schedule
(as such term is defined below) of the Loan ("Principal Payment
Date") or (ii) in the case of interest payments, on a scheduled
interest payable date, as reported to the Custodian by the Fund
for the Loan (the "Interest Payable Date"), or any such Loan
Payment is in an amount less than the amount due as reflected in
the Payment Schedule or as reported to the Custodian by the Fund,
the Custodian shall promptly, but in no event later than one
business day after the Principal Payment Date or the Interest
Payable Date, give telephonic notice to the party obligated under
the Financing Documents to make such Loan Payment (the "Obligor")
of its failure to make timely payment. If such payment is not
received within three business days of the appropriate Principal
Payment Date or Interest Payable Date, the Custodian shall notify
the Fund of such Obligor's failure to make the Loan Payment. The
Custodian shall have no obligations with respect to the
collection of Loan Payments which are past due, other than the
duty to notify the Obligor and the Fund as provided herein.
Except as otherwise described in this paragraph, the Custodian
shall have no responsibilities or duties with respect to Loan
Payments.
f. Preservation of Rights under the Financing Documents. The
Custodian shall have no obligation to preserve any rights against
any party to a Loan or a Financing Document or to exercise any
right or perform any obligation in connection with a Loan or
Financing Document except as otherwise described in this
Amendment, including, without limitation, no obligation to take
any action in respect of or upon receipt of any consent
solicitation, notice of default or similar notice received from
any bank agent or Obligor (a "Notice"); provided however, that
the Custodian shall forward to the Fund as soon as reasonably
practical, any such Notice actually received by the Custodian.
g. Proper Instructions. In case any question arises as to its duties
and obligations hereunder, the Custodian may request instructions
from the Fund and shall be entitled at all times to refrain from
taking any action unless it has received Proper Instructions from
the Fund. The Custodian shall be kept indemnified by and shall
have no liability to the Fund with respect to any action or
inaction taken in accordance with such Proper Instructions from
the Fund.
h. Release of Financing Documents. Upon the Fund's request, the
Custodian shall promptly release any Financing Documents being
held on behalf of the Fund to the Fund or to any party specified
to receive such Financing Documents pursuant to
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Proper Instructions from the Fund. The Custodian shall not be
deemed to have or be charged with knowledge of the sale of any
Loan unless the Custodian shall have received written notice and
instruction from the Fund with respect thereto, except to the
extent that the Custodian shall have received the sale proceeds
thereof.
i. In no event shall the Custodian be under any obligation to make
any advance of its own funds in respect of any Loan.
j. With respect to each Loan, the Custodian shall be held harmless
in acting upon any information and notices received by the
Custodian from time to time from the related bank agent, Obligor
or similar party with respect to the related Loan and reasonably
believed by the Custodian to be genuine. The Custodian shall be
entitled to update its records on the basis of such information
or notices received, without any obligation on its part
independently to verify, investigate or recalculate such
information.
3A.4 Responsibility of the Fund. With respect to each Loan held by the
Custodian hereunder in accordance with the provisions hereof, the Fund
shall
a. cause the Financing Documents evidencing such Loan to be
delivered to the Custodian. Such Financing Documents shall
include, in such form and format as the Custodian reasonably may
require, (i) an amortization schedule of payments (the "Payment
Schedule") identifying the amount and due dates of scheduled
principal payments, (ii) Interest Payable Date(s) and related
payment amount information, and (iii) such other information with
respect to the related Loan and Financing Documents as the
Custodian reasonably may require in order to perform its services
hereunder (collectively, "Loan Information");
b. take all actions necessary to acquire good title to such Loan,
and cause the Custodian to be named as its nominee for payment
purposes under the Financing Documents or otherwise provide for
the direct payment of the Loan Payments to the Custodian. The
Custodian shall be entitled to rely upon the Loan Information
provided to it by the Fund without any obligation on the part of
the Custodian independently to verify, investigate, recalculate,
update or otherwise confirm the accuracy or completeness thereof;
and the Custodian shall have no liability for any delay or
failure on the part of the Fund in providing necessary Loan
Information to the Custodian, or for any inaccuracy therein or
incompleteness thereof.
3A.5 Instructions; Authority to Act. The certificate of the Board of
Directors of the Fund, identifying certain individuals to be officers
of the Fund or employees of the Fund authorized to sign any such
instructions, may be received and accepted as conclusive evidence of
the incumbency and authority of such to act and may be considered by
the Custodian to be in full force and effect until it receives written
notice to the contrary from the Fund. Notwithstanding any other
provision of this Agreement, the Custodian shall have no
responsibility to ensure that any investment by the Fund with respect
to Loans has been authorized by the Board of Directors of the Fund.
3A.6 Attachment. In case any portion of the Loans or the Financing
Documents shall be attached or levied upon pursuant to an order of
court, or the delivery or disbursement thereof shall be stayed or
enjoined by an order of court, or any other order, judgment or decrees
shall be made or entered by any court affecting the property of the
Fund or any act of the Custodian relating thereto (collectively, an
"Order"), the Custodian shall
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notify the Fund immediately upon receipt of such Order. The Custodian
shall consult with the Fund and their counsel prior to complying with
any such Order.
2. 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 amend and supplement 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.
STATE STREET BANK AND TRUST COMPANY THE HARTFORD MUTUAL FUNDS, INC.
By: By:
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Name: Name:
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Title: Title:
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