TENTH AMENDMENT TO CUSTODIAN CONTRACT
THIS TENTH AMENDMENT TO CUSTODIAN CONTRACT (the "Amendment") is made
and entered into as of December 10, 2003 by and among THE HARTFORD MUTUAL FUNDS,
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 July 15, 1996, and amended as of December 31,1997, April
30, 1998, September 21, 1998, April 27, 2000, October 30, 2000, April 30, 2001,
May 1, 2001, October 31, 2002 and August 25, 2003 (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)(xii) of the Agreement is re-numbered as Section
4.4(1)(xiii) and the following provision is added to the Agreement as Section
4.4(1)(xii):
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)(viii) of the Agreement is re-numbered as Section
4.4(2)(ix) and the following provision is added to the Agreement as Section
4.4(2)(viii):
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.
THE HARTFORD MUTUAL FUNDS, INC. STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: President Title: Senior Vice President
SCHEDULE A
Dated: December 10, 2003
to
Amendment to Custodian Contract dated July 15, 1996, as amended,
between The Hartford Mutual Funds, 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:
THE HARTFORD MUTUAL FUNDS, 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
Date: December 10, 2003 Date:
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