EXHIBIT h.(i)
TRANSFER AGENCY AND SERVICE AGREEMENT
TRANSFER AGENCY AND SERVICE AGREEMENT
among
HARTFORD HLS SERIES FUND II, INC.,
HARTFORD INVESTORS SERVICES COMPANY LLC
and
HL INVESTMENT ADVISORS, LLC
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of May, 2002, by and among HARTFORD HLS
SERIES FUND II, Inc., a registered open-end management company under the
Investment Company Act of 1940, as amended, (the "Company"), on behalf of each
series listed on Attachment A, (the "Portfolios"), HARTFORD INVESTORS SERVICES
COMPANY LLC ("HISC"), a subsidiary of Hartford Life Insurance Company, and HL
INVESTMENT ADVISORS, LLC, a Connecticut limited liability company ("HLA"). This
Agreement is intended to take effect as if entered into among each Portfolio,
severally, HISC and HLA, and the provisions of this Agreement shall be construed
accordingly.
WHEREAS, the Company is authorized to issue shares in separate series
and classes within each series; and
WHEREAS, the Company, on behalf of each of the Portfolios, desires to
appoint HISC as its transfer agent, dividend disbursing agent and agent in
connection with certain other activities, and HISC desires to accept such
appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF HISC
1.1 Subject to the terms and conditions set forth in this Agreement,
the Company, on behalf of the Portfolios, hereby employs and
appoints HISC to act as, and HISC agrees to act as its transfer
agent for each of the Fund's authorized and issued shares of its
common stock ("Shares"), dividend disbursing agent and agent in
connection with any accumulation, open-account or similar plans
provided to the shareholders of each of the respective
Portfolios of the Company ("Shareholders") and set out in the
currently effective prospectuses and statements of additional
information ("prospectuses") of the Company.
1.2 HISC agrees that it will perform the following services:
(a) In accordance with procedures established from time to
time by agreement between the Company on behalf of each
of the Portfolios, as applicable and HISC, HISC shall:
(i) Receive for acceptance, orders for the purchase
of Shares, and promptly deliver payment and
appropriate documentation thereof to the
custodian of the Company (the "Custodian");
(ii) Pursuant to purchase orders, issue the
appropriate number of Shares and hold such
Shares in the appropriate Shareholder accounts;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the
appropriate documentation thereof to the
Custodian;
(iv) In respect to the transactions in items (i),
(ii) and (iii) above, HISC shall execute
transactions directly with broker-dealers
authorized by the Company who shall thereby be
deemed to be acting on behalf of the Company;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect
to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as
instructed by the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Company on behalf
of each Portfolio;
(viii) Maintain records of account for and advise the
Company and its Shareholders as to the
foregoing; and
(ix) Record the issuance of shares of the Portfolios
and maintain pursuant to SEC Rule 17Ad-10(e) a
record of the total number of Shares that are
authorized, issued and outstanding. HISC shall
also provide the Company on a regular basis with
the total number of shares that are authorized,
issued and outstanding and shall have no
obligation, when recording the issuance of
shares, to be responsible for any laws relating
to the issue or sale of such shares, which
function shall be the sole responsibility of the
Company.
(b) In addition to the services set forth in paragraph (a),
HISC shall perform the customary services of a transfer
agent, dividend disbursing agent and, as relevant, agent
in connection with accumulation, open-account or other
similar plans (including without limitation any periodic
investment plan or periodic withdrawal program),
including but not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, mailing Shareholder reports and
prospectuses to current Shareholders, withholding taxes
on U.S. resident and non-resident alien accounts,
preparing and filing U.S. Treasury Department Forms 1099
and other appropriate forms required with respect to
dividends and
distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms
and statements of account to Shareholders for all
purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts,
preparing and mailing activity statements for
Shareholders, and providing Shareholder account
information.
(c) Procedures as to who shall provide certain of these
services in Section 1 may be established from time to
time by agreement between the Company on behalf of each
Portfolio and HISC.
(d) HISC shall provide additional services on behalf of the
Company (e.g., escheatment services) which may be agreed
upon in writing between the Company and HISC.
2. FEES AND EXPENSES
2.1 For the performance by HISC pursuant to this Agreement, HLA
agrees to pay HISC an annual maintenance fee for each
Shareholder account as set out in the initial fee schedule
attached hereto. Such fees and out-of-pocket expenses and
advances identified under Section 2.2 below may be changed from
time to time subject to mutual written agreement among the
Company, HLA and HISC.
2.2 In addition to the fee paid under Section 2.1 above, HLA agrees
to reimburse HISC for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, telephone,
microfilm, microfiche, tabulating proxies, records storage, or
advances incurred by HISC for the items set out in the fee
schedule attached hereto. In addition, any other expenses
incurred by HISC at the request or with the consent of the
Company or HLA, will be reimbursed by HLA on behalf of the
applicable Portfolio.
3. REPRESENTATIONS AND WARRANTIES OF HISC
HISC represents and warrants to the Company that:
3.1 It is a corporation duly organized and existing and in good
standing under the laws of Connecticut.
3.2 It is duly qualified to carry on its business in the State of
Connecticut and is duly registered as a transfer agent pursuant
to Section 17A(c)(2) of the Securities Exchange Act of 1934, as
amended.
3.3 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE FUNDS
The Company represents and warrants to HISC that:
4.1 It is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland.
4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement.
4.3 All corporate proceedings required by such Articles of
Incorporation and By-Laws have been taken to authorize it to
enter into and perform this Agreement.
4.4 It is registered as an open-end, management investment company
under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as
amended, is currently effective, and will remain in effect, for
each series and class of Shares, and appropriate securities law
filings have been made and will continue to be made with the SEC
with respect to the Company.
5. DATA ACCESS AND PROPRIETARY INFORMATION
5.1 The Company acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques,
and documentation manuals furnished to the Company by HISC as
part of its ability to access certain Company-related data
("Customer Data") maintained by HISC on data bases under the
control and ownership of HISC ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of
substantial value to HISC or other third party. In no event
shall Proprietary Information be deemed Customer Data. The
Company agrees to treat all Proprietary Information as
proprietary to HISC and further agrees that it shall not divulge
any Proprietary Information to any person or organization except
as may be provided hereunder. Without limiting the foregoing,
the Company agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by HISC and solely in accordance
with HISC's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any
portion of the Proprietary Information, and if such
access is inadvertently obtained, to inform in a timely
manner of such fact and dispose of such information in
accordance with HISC's instructions;
(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior
written consent of HISC;
(e) that the Company shall have access only to those
authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by HISC to
protect at HISC's expense the rights of HISC in
Proprietary Information at common law, under federal
copyright law and under other federal or state law.
5.2 Each party shall take reasonable efforts to advise its employees
of their obligations pursuant to this Section 5. The obligations
of this Section shall survive any termination of this Agreement.
5.3 If the Company notifies HISC that any of the Data Access
Services do not operate in material compliance with the most
recently issued user documentation for such services, HISC shall
endeavor in a timely manner to correct such failure.
Organizations from which HISC may obtain certain data included
in the Data Access Services are solely responsible for the
contents of such data and the Company agrees to make no claim
against HISC arising out of the contents of such third-party
data, including, but not limited to, the accuracy thereof. DATA
ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN
AS IS, AS AVAILABLE BASIS. HISC EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
6. INDEMNIFICATION
6.1 HISC shall not be responsible for, and the Company shall, on
behalf of the applicable Portfolio, indemnify and hold HISC
harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of HISC or its agents or subcontractors
required to be taken pursuant to this Agreement,
provided that such actions are taken in good faith and
without negligence or willful misconduct.
(b) Lack of good faith, negligence or willful misconduct on
the part of any Portfolio which arise out of the breach
of any representation or warranty of the Company
hereunder.
(c) The reliance on or use by HISC or its agents or
subcontractors of information, records, documents or
services which (i) are received by HISC or its agents or
subcontractors, and (ii) have been prepared, maintained
or performed by the Company or any other person or firm
on behalf of the Company.
(d) The reliance on, or the carrying out by HISC or its
agents or subcontractors of any instructions or requests
of the Company on behalf of the applicable Portfolio.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of any
state or in violation of any stop order or other
determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares
in such state.
(f) The negotiation and processing by HISC of checks not
made payable to the order of the Company, or to a
particular Portfolio, or to the retirement account
custodian or trustee for a plan account investing in
Shares, which checks are tendered to HISC for the
purchase of Shares (i.e., "third party checks").
6.2 At any time HISC may apply to any officer of the Company for
instructions, and may consult with legal counsel with respect to
any matter arising in connection with the services to be
performed by HISC under this Agreement, and HISC and its agents
or subcontractors shall not be liable and shall be indemnified
by the Company on behalf of the applicable Portfolio for any
action taken or omitted by it in reliance upon such instructions
or upon the opinion of such counsel. HISC, its agents and
subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Company,
reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information,
data, records or documents provided HISC or its agents or
subcontractors by machine readable input, telex, CRT data entry
or other similar means authorized by the Company, and shall not
be held to have notice of any change of authority of any person,
until receipt of written notice thereof from the Company.
6.3 In order that the indemnification provisions contained in this
Section 6 shall apply, upon the assertion of a claim for which
the Company may be required to indemnify HISC, HISC shall
promptly notify the Company of such assertion, and shall keep
the Company advised with respect to all developments concerning
such claim. The Company shall have the option to participate
with HISC in the defense of such claim or to defend against said
claim in its own name or in the name of HISC. HISC shall in no
case confess any claim or make any compromise in any case in
which the Company may be required to indemnify HISC except with
the Portfolios' prior written consent.
7. STANDARD OF CARE
HISC shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees.
8. COVENANTS OF THE COMPANY AND HISC
8.1 The Company shall on behalf of each of the Portfolios promptly
furnish to HISC the following:
(a) A certified copy of the resolution of the Board of
Directors of the Company authorizing the appointment of
HISC and the execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of
the Company and all amendments thereto.
8.2 HISC shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act
of 1940, as amended, and the Rules thereunder, HISC agrees that
all such records prepared or maintained by HISC relating to the
services to be performed by HISC hereunder are the property of
the Company and will be preserved, maintained and made available
in accordance with such Section and Rules, and will be
surrendered promptly to the Company on and in accordance with
its request.
8.3 HISC and the Company agree that all books, records, information
and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential, and
shall not be voluntarily disclosed to any other person, except
as may be required by law.
8.4 In case of any requests or demands for the inspection of the
Shareholder records of the Company, HISC will endeavor to notify
the Company and to secure
instructions from an authorized officer of the Company as to
such inspection. HISC reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by
its counsel that it may be held liable for the failure to
exhibit the Shareholder records to such person.
9. TERMINATION OF AGREEMENT
9.1 This Agreement may be terminated by either party upon sixty (60)
days written notice to the other.
9.2 Should the Company exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records
and material will be borne by the Company on behalf of the
applicable Portfolio(s). Additionally, HISC reserves the right
to charge for any other reasonable expenses associated with such
termination.
10. ADDITIONAL PORTFOLIOS
In the event that the Company establishes one or more additional series
or classes of Shares to which it desires to have HISC render services as
transfer agent under the terms hereof, it shall so notify HISC in writing, and
if HISC agrees in writing to provide such services, such series or classes of
Shares shall be included under this agreement.
11. ASSIGNMENT
11.1 Neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the written consent of
the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and
assigns.
12. AMENDMENT
This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Directors of the Company.
13. MARYLAND LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of Maryland.
14. FORCE MAJEURE
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not
be liable for damages to the other for any damages resulting from such failure
to perform or otherwise from such causes.
15. CONSEQUENTIAL DAMAGES
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
16. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
17. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
HARTFORD HLS SERIES FUND II, INC.
By:
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Name:
Title:
HARTFORD INVESTORS SERVICES COMPANY LLC
By:
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Name:
Title:
HL INVESTMENT ADVISERS, LLC
By
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Name:
Title:
ATTACHMENT A
Hartford HLS Series Fund II, Inc.
ON BEHALF OF:
Hartford American Leaders HLS Fund
Hartford Blue Chip Stock HLS Fund
Hartford Blue Chip Stock II HLS Fund
Hartford Capital Opportunities HLS Fund
Hartford Global Equity HLS Fund
Hartford Growth Opportunities HLS Fund
Hartford International Stock HLS Fund
Hartford International Stock II HLS Fund
Hartford Investors Growth HLS Fund
Hartford LargeCap Growth HLS Fund
Hartford MidCap Stock HLS Fund
Hartford Multisector Bond HLS Fund
Hartford SmallCap Growth HLS Fund
Hartford SmallCap Value HLS Fund
Hartford U.S. Government Securities HLS Fund
Hartford Value Opportunities HLS Fund
SERVICES TO BE PERFORMED
1. Receives orders for the purchase of Shares.
2. Issue Shares and hold Shares in Shareholders accounts.
3. Receive redemption requests.
4. Effect transactions 1-3 above directly with broker-dealers.
5. Pay over monies to redeeming Shareholders.
6. Effect transfers of Shares.
7. Prepare and transmit dividends and distributions.
8. Maintain records of account.
9. Maintain and keep a current and accurate control book for each issue of
securities.
10. Mail proxies.
11. Mail Shareholder reports.
12. Mail prospectuses to current Shareholders.
13. Withhold taxes on U.S. resident and non-resident alien accounts.
14. Prepare and file U.S. Treasury Department forms.
15. Prepare and mail account and confirmation statements for Shareholders.
16. Provide Shareholder account information.
FEE SCHEDULE
Per Account Fee Cost Reimbursement
Out-of-Pocket Expenses* Billed As Incurred
*Out-of-pocket expenses include, but are not limited to, confirmation
statements, investor statements, postage, forms, audio response, telephone,
records retention, transcripts, microfilm, microfiche, and expenses incurred at
the specific direction of the Fund.