EXHIBIT(h).1
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 18th day of February, 2002, by and among
Hartford-Fortis Series Fund, Inc. (the "Fund") having its principal office and
place of business at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, on
behalf of each Portfolio listed on Attachment A, collectively the "Portfolios",
Hartford Administrative Services Company ("HASCO"), having its principal office
and place of business at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx 00000, and
Hartford Investment Financial Services Company ("HIFSCO"), having its principal
office and place of business at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000. This Agreement is intended to take effect as if entered into among each
Portfolio, severally (on behalf of each of its series of shares, severally), and
HASCO and HIFSCO, and the provisions of this Agreement shall be construed
accordingly.
WHEREAS, the Fund is authorized to issue shares in separate series and
classes within each series; and
WHEREAS, the Fund, on behalf of each of its investment portfolios (the
"Portfolios"), desires to appoint HASCO as transfer agent, dividend disbursing
agent and agent in connection with certain other activities, and HASCO 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 HASCO
1.1 Subject to the terms and conditions set forth in this Agreement,
the Fund, on behalf of the Portfolios, hereby employs and appoints
HASCO to act as, and HASCO 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 Fund ("Shareholders") and set out in the currently
effective prospectuses and statements of additional information
("prospectuses") of the Fund.
1.2 HASCO agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
by agreement between the Fund on behalf of each of the
Portfolios, as applicable and HASCO, HASCO shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the custodian of the Fund (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, HASCO shall execute transactions
directly with broker-dealers authorized by the Fund
who shall thereby be deemed to be acting on behalf
of the Fund;
(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 Fund on behalf of each
Portfolio;
(viii) Maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and
(ix) Record the issuance of shares of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of
the total number of Shares that are authorized,
issued and outstanding. HASCO shall also provide the
Fund 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
Fund.
(b) In addition to the services set forth in paragraph (a), HASCO
shall (i) 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
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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, and (ii) provide a system which will
enable the Fund to monitor the total shares sold in each
state.
(c) In addition, the Fund shall (i) identify to HASCO in writing
those transactions and assets to be treated as exempt from
blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system
prior to activation and thereafter monitor the daily activity
for each State. The responsibility of HASCO for the Fund's
blue sky State registration status is solely limited to the
initial establishment of transactions subject to blue sky
compliance by the Fund and the reporting of such transactions
to the Fund as provided above.
(d) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by
agreement between the Fund on behalf of each Portfolio and
HASCO.
(e) HASCO shall provide additional services on behalf of the Fund
(e.g., escheatment services) which may be agreed upon in
writing between the Fund and HASCO.
2. FEES AND EXPENSES
2.1 HASCO shall be compensated the fees specified under Attachment B.
2.2 Except as otherwise contemplated in any investment advisory or
similar agreement between a Portfolio and HIFSCO, HIFSCO agrees to
pay all fees and expenses of HASCO under this Agreement with
respect to Classes L, M, N, H and Z for any portfolio within
forty-five days following the receipt of the respective billing
notice.
3. REPRESENTATIONS AND WARRANTIES OF HASCO
HASCO represents and warrants to the Fund that:
3.1 It is a corporation duly organized and existing and in good
standing under the laws of Maryland.
3.2 It is duly qualified to carry on its business in the State of
Maryland and is duly registered as a transfer agent pursuant to
Section 17A(c)(2) of the Securities Exchange Act of 1934, as
amended.
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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 FUND
The Fund represents and warrants to HASCO that:
4.1 The Fund is a duly organized and existing and in good standing
under the laws of the State of Maryland.
4.2 The Fund 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 the Fund to
enter into and perform this Agreement.
4.4 The Fund 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 Fund.
5. DATA ACCESS AND PROPRIETARY INFORMATION
5.1 The Fund acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by HASCO as part of
their ability to access certain Fund-related data ("Customer
Data") maintained by HASCO on data bases under the control and
ownership of HASCO ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to
HASCO or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Fund agrees to treat all
Proprietary Information as proprietary to HASCO 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 Fund agrees for themselves and
their employees and agents:
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(a) to access Customer Data solely from locations as may be
designated in writing by HASCO and solely in accordance with
HASCO' 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
HASCO' 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 HASCO;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by HASCO to
protect at HASCO' expense the rights of HASCO 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 Fund notifies HASCO that any of the Data Access Services do not
operate in material compliance with the most recently issued user
documentation for such services, HASCO shall endeavor in a timely
manner to correct such failure. Organizations from which HASCO may
obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to make
no claim against HASCO 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.
HASCO 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 HASCO shall not be responsible for, and the Fund shall, on behalf
of the applicable Portfolio, indemnify and hold HASCO harmless
from and against, any
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and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) All actions of HASCO 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 the Fund which arise out of the breach of any representation
or warranty of the Fund hereunder.
(c) The reliance on or use by HASCO or its agents or subcontractors
of information, records, documents or services which (i) are
received by HASCO or its agents or subcontractors, and (ii) have
been prepared, maintained or performed by the Fund or any other
person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by HASCO or its agents or
subcontractors of any instructions or requests of the Fund 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 HASCO of checks not made
payable to the order of the Fund, or to the retirement account
custodian or trustee for a plan account investing in Shares,
which checks are tendered to HASCO for the purchase of Shares
(i.e., "third party checks").
6.2 At any time HASCO may apply to any officer of the Fund for
instructions, and may consult with legal counsel to the Fund with
respect to any matter arising in connection with the services to be
performed by HASCO under this Agreement, and HASCO and its agents or
subcontractors shall not be liable and shall be indemnified by the Fund
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. HASCO, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on
behalf of the Fund, 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 HASCO or its agents or
subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any person, until receipt of
written notice thereof from the Fund.
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6.3 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify HASCO, HASCO shall promptly notify the Fund of
such assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the option to
participate with HASCO in the defense of such claim or to defend
against said claim in its own name or in the name of HASCO. HASCO shall
in no case confess any claim or make any compromise in any case in
which the Fund may be required to indemnify HASCO except with the
Fund's prior written consent. For clarity, to the extent any obligation
to provide indemnity under this Section 6 arises in respect of a
Portfolio or Portfolios, the obligation so to indemnify shall be the
obligation only of such Portfolio or Portfolios, and of no other
Portfolio.
7. STANDARD OF CARE
HASCO 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 FUND AND HASCO
8.1 The Fund shall on behalf of each of the Portfolios promptly
furnish to HASCO the following:
(a) A certified copy of the resolution of the Board of Directors
of the Fund authorizing the appointment of HASCO and the
execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the
Fund and all amendments thereto.
8.2 HASCO 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, HASCO agrees that all
such records prepared or maintained by HASCO relating to the
services to be performed by HASCO hereunder are the property of
the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered
promptly to the Fund on and in accordance with its request.
8.3 HASCO and the Fund agrees 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
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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 Fund, HASCO will endeavor to notify the
Fund and to secure instructions from an authorized officer of the
Fund as to such inspection. HASCO 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 ninety (90)
days written notice to the other.
9.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will
be borne by the Fund on behalf of the applicable Portfolio(s).
Additionally, HASCO reserves the right to charge for any other
reasonable expenses associated with such termination.
10. ADDITIONAL FUNDS
In the event that the Fund establishes one or more additional series or
classes of Shares to which it desires to have HASCO render services as transfer
agent under the terms hereof, it shall so notify HASCO in writing, and if HASCO
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 Fund.
13. CONNECTICUT LAW TO APPLY
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of Connecticut.
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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
No party to this Agreement shall be liable to another 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.
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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-FORTIS SERIES FUND, INC.,
on behalf of its respective series of shares
By: /s/ Xxxxx X. Xxxxxxxxxxxx
--------------------------
Xxxxx X. Xxxxxxxxxxxx
President
HARTFORD ADMINISTRATIVE SERVICES
COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxxxx
--------------------------
Xxxxx X. Xxxxxxxxxxxx
Senior Vice President
Hartford Investment Financial
Services, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxxxxxx
Senior Vice President
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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.
ATTACHMENT A
Hartford Growth Opportunities Fund
Hartford Growth Fund
Hartford SmallCap Growth Fund
Hartford Tax-Free Minnesota Fund
Hartford Tax-Free National Fund
Hartford U.S. Government Securities Fund
ATTACHMENT B
FEE SCHEDULE
ACCOUNT FEES
Class X, X, X, X, X, X, X, X and Z Shares:
$25 per account/per year
Class Y Shares:
5 basis points on assets/capped at 300 million in assets
Fees include all out of pocket expenses
