0001104659-17-011576 Sample Contracts

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 24th, 2017 • Hartford Funds Master Fund • Delaware

AGREEMENT made as of the 1st day of December, 2014, as amended on [ ], by and among The Hartford Mutual Funds, Inc., a Maryland corporation, having its principal office and place of business at 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087, The Hartford Mutual Funds II, Inc., a Maryland corporation having its principal office and place of business at 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087, Hartford Funds Master Fund, a Delaware statutory trust, having its principal office and place of business at 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087, (together, the “Funds”), and Hartford Administrative Services Company (“HASCO”), having its principal office and place of business at 500 Bielenberg Drive, Woodbury, Minnesota 55125. This Agreement is intended to take effect as if entered into among the Funds on behalf of each of their series of shares (each a “Portfolio”), severally, and HASCO, and th

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 24th, 2017 • Hartford Funds Master Fund • New York

This Agreement is made by and between Hartford Funds Management Company, LLC, a Delaware limited liability company (the “Adviser”), and Hartford Funds Master Fund, a Delaware statutory trust (the “Trust”), on its own behalf and on behalf of each of its series listed on Schedule A hereto, as it may be amended from time to time (each, a “Portfolio” and, collectively, the “Portfolios”).

AMENDMENT SIX TO FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • February 24th, 2017 • Hartford Funds Master Fund

This Amendment Six (the “Amendment”) to the Fund Accounting Agreement is made as of this 24 day of February, 2017, by and among Hartford Funds Management Company, LLC, a Delaware limited liability company, and each of The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc., Hartford Series Fund, Inc., Hartford HLS Series Fund II, Inc., and Hartford Funds Master Fund on behalf of their respective series listed on Schedule A (together with the series listed on Schedule A, the “Funds”).

MASTER-FEEDER PARTICIPATION AGREEMENT
Master-Feeder Participation Agreement • February 24th, 2017 • Hartford Funds Master Fund • Delaware

THIS AGREEMENT is made and entered into as of the [ ] day of November, 2016 by and among THE HARTFORD MUTUAL FUNDS, INC., a Maryland corporation (the “Company”), on behalf of its series listed in Appendix A; HARTFORD FUNDS NEXTSHARES TRUST, a Delaware statutory trust (the “NextShares Trust”), on behalf of its series listed in Appendix A (each series listed on Appendix A a “Feeder Fund” and, together, the “Feeder Funds”) and HARTFORD FUNDS MASTER FUND, a Delaware statutory trust (the “Master Fund”), on behalf of its series listed in Appendix B (each a “Master Portfolio” and, together, the “Master Portfolios”).

AMENDED AND RESTATED TRANSFER AGENCY FEE WAIVER AGREEMENT
Transfer Agency Fee Waiver Agreement • February 24th, 2017 • Hartford Funds Master Fund

THIS AMENDED AND RESTATED TRANSFER AGENCY FEE WAIVER AGREEMENT, as amended and restated on [ ], [2016], between The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each a “Company” and collectively, the “Companies”) and Hartford Funds Master Fund (the “Trust”), on behalf of each series of the Companies and Trust (each a “Fund” and collectively, the “Funds”), and Hartford Administrative Services Company (the “Transfer Agent”).

PRIVATE PLACEMENT AGENCY CONTRACT
Exclusive Placement Agent Agreement • February 24th, 2017 • Hartford Funds Master Fund • New York

This letter agreement (“Agreement”) confirms the appointment of Hartford Funds Distributors, LLC (“HFD”) as an exclusive private placement agent in connection with the sale of units of beneficial interest (the “Interests”) that are issued by Hartford Funds Master Fund, a Delaware statutory trust (the “Master Fund”), with respect to each of its series offered or to be offered as set forth in Exhibit A hereto (as such Exhibit shall be modified from time to time) (the “Portfolios”).

AMENDED AND RESTATED AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A ATTACHED HERETO
Agreement • February 24th, 2017 • Hartford Funds Master Fund

AGREEMENT made as of this 31st day of December, 2014, with an effective date as of the 1st day of January, 2015 or such other date as may be mutually agreed upon by the parties hereto, as amended on [ ], by and between each of the investment companies listed on Appendix A hereto, as the same may be amended from time to time, and State Street Bank and Trust Company (the “Custodian”).

AGREEMENT AND DECLARATION OF TRUST OF HARTFORD FUNDS MASTER FUND (a Delaware Statutory Trust) Dated as of November 3, 2016
Trust Agreement • February 24th, 2017 • Hartford Funds Master Fund • Delaware

WHEREAS, Hartford Funds Master Fund was established on October 25, 2016 with the filing of a Certificate of Trust with the Delaware Secretary of State for the purposes of carrying on the business of a management investment company;

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 24th, 2017 • Hartford Funds Master Fund • Connecticut

This Investment Sub-Advisory Agreement is made by and between Hartford Funds Management Company, LLC, a Delaware limited liability company (the “Adviser”) and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the “Sub-Adviser”).

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