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Exhibit 10.3
MANAGEMENT AGREEMENT
LIFE COMPANIES
This Agreement, made as of this 31st day of March, 1997, by and between
HARTFORD LIFE INSURANCE COMPANY (the "Client") and THE HARTFORD INVESTMENT
MANAGEMENT COMPANY, a corporation organized pursuant to the laws of the State of
Delaware and an investment adviser registered under the Investment Advisers Act
of 1940 (the "Manager").
WITNESSETH:
WHEREAS, Manager is in the business of providing investment management
services; and
WHEREAS, Client wishes to appoint Manager to serve as investment
manager with respect to a certain portion of the Client's assets and the Manager
is willing to so serve;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1) APPOINTMENT OF MANAGER
Effective as of the 31st day of March, 1997, and until this appointment
is terminated as provided in Paragraph 8 hereof, the Client hereby
appoints the Manager as an investment manager and delegates to the
Manager the power to manage (including the power to acquire or dispose
of), in accordance with the terms and conditions of this Agreement,
that portion of the assets of the Client which constitute, from time to
time, one or more separate, segregated accounts established by Client
from time to time (each such account is hereinafter individually
referred to as an "Account" and are collectively referred to as the
"Accounts"). Each Account shall consist of assets of the Client which,
by notice given or caused to be given by the Client to the Manager, are
placed in the Account, and the investments and reinvestments of, and
all income earned by, any assets from time to time in the Account. By
notice given or caused to be given by the Client to the Manager, assets
of the Client may be added to or withdrawn from each or any one or more
of the Accounts from time to time, provided, however, that with regard
to assets withdrawn by the Client under this Paragraph 1, Client may
not engage the investment advisory services of any investment adviser
which is not affiliated with Manager without Manager's prior written
approval.
2) INVESTMENT DIRECTION
The Client's investment objectives for each Account and a statement of
the restrictions on the investment of the assets of each such Account
("Investment Guidelines") shall be as supplied by the Client and
acknowledged and agreed to in writing by the Manager from time to time
and are initially as set forth in Schedules A, B, C, D, E, F, G, H, I,
J, K, L, M, O, P, Q, R and S, respectively, all of which schedules are
attached hereto and made a part hereof. Further, Client and Manager
acknowledge and agree that the investment of assets in each Account
shall also be subject to the restrictions set forth in
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the "ITT Hartford Group, Inc. Restricted Securities" Chart (attached
hereto as Exhibit 2, as the same may be amended from time to time)
which are applicable to an "Internal Manager" under the heading
"Actively Managed Funds". The Client hereby directs the Manager to use
its best efforts to select investments for each Account in compliance
with applicable restrictions and on the basis of the investments'
possibilities for achieving each such Account's objectives and
satisfying such needs. The Client understands and is willing to accept
the risk involved therein and further understands that there can be no
assurance that such objectives will be achieved. A list of the initial
Accounts is contained in Exhibit I attached hereto, as the same may be
amended from time to time. Under no circumstances shall the
obligations, liabilities, or remedies relating to a particular Account
constitute the obligations, liabilities or remedies for any other
Account.
3) CUSTODY, DELIVERY AND RECEIPT OF SECURITIES
The Manager will be responsible for the establishment and maintenance
of proper arrangements regarding the custody of the securities and
other assets in the Accounts and the delivery and receipt of such
securities and other assets.
4) AUTHORITY OF THE MANAGER
The Manager is hereby authorized on behalf of the Client, as its agent
and attorney-in-fact, without obtaining the consent of or consulting
with the Client or any other person, to issue to brokers and dealers
instructions to purchase, sell and otherwise trade in or deal with, any
security in the Accounts for the account and at risk of, and in the
name of, the Client; to purchase from or sell to any person any
security in any of the Accounts for the account and at risk of, and in
the name of the Client; and generally to perform any other act
necessary to enable the Manager to carry out its obligations under this
Agreement. Such authorization, however, does not include authority to
deliver or pay securities or cash to the Manager.
Manager will arrange for securities transactions for the Account to be
executed through those brokers, dealers or banks that Manager believes
will provide best execution. In choosing a broker, dealer or bank,
Manager will consider the broker, dealer or bank's execution
capability, reputation and access to the markets for the securities
being traded for the Account. Manager will seek competitive commission
rates, but not necessarily the lowest rates available.
Manager may also send transactions for the Account to brokers who
charge higher commissions than other brokers, provided that Manager
determines in good faith that the amount of commissions Manager pays is
reasonable in relation to the value of the brokerage and research
services provided, viewed in terms either of that particular
transaction or Manager's overall responsibilities with respect to all
clients whose accounts Manager manages on a discretionary basis.
5) DOCUMENTATION TO BE FURNISHED
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The Client hereby agrees to furnish the Manager with such information,
authorizations and documentation as the Manager may from time to time
require to enable it to carry out its obligations under this Agreement.
The Manager shall furnish to the Client such information and
documentation in such form as the Client from time to time may
reasonably require, including such information to permit the Client to
independently assess Manager's compliance with each Account's
Investment Guidelines.
6) COMPENSATION TO MANAGER
As compensation for services which Manager renders to Client pursuant
to this Agreement and while this agreement is in effect, Manager shall
charge Client and Client shall pay Manager quarterly fees in arrears,
within 30 business days after the close of each calendar quarter, the
equivalent of all indirect and direct costs incurred by the Manager
during the relevant period (the "Cost Reimbursement Amount"). The Cost
Reimbursement Amount will be established by Manager and provided to
Client within a reasonable time period following the end of each such
calendar quarter.
7) SUB-ADVISORY SERVICES; ASSIGNMENT
If Manager at any time deems it to be in the best interest of Client,
Manager may designate and engage the services of a sub-adviser or
sub-advisers and may apportion to such sub-adviser(s) a portion of the
assets of Client described in Paragraph 1. above as Manager shall
determine in its absolute discretion after consultation with Client.
The designation of an additional investment adviser(s) and the
apportionment of any of Client's assets to any such investment
adviser(s) pursuant to this Paragraph 7. shall not modify the
respective rights and obligations of Client and Manager hereunder.
8) TERMINATION
This Agreement shall run for an initial period beginning on March 31,
1997 and ending on March 31, 2000 (the "Initial Period") unless
terminated by Client upon one hundred and eighty (180) calendar days
prior written notice for "cause", as such term is defined below.
Thereafter, this Agreement shall be renewable automatically for
successive one year periods on March 31st ("Successive One Year
Period"), unless on or after September 30, 1999, one party gives to the
other party one hundred and eighty (180) calendar days' prior written
notice of its intention to terminate the Agreement. A termination for
"cause" shall be defined as Manager substantially underperforming
certain benchmarks agreed to by Client and Manager relating to the
management of Client's assets under this Agreement during this Initial
Period. For purposes of determining whether Manager has substantially
underperformed at any time during the Initial Period, Client and
Manager shall take into account the following: (i) any "extraordinary
expenses" incurred by Manager during the relevant period, determined in
accordance with generally accepted accounting principles, (ii) any
errors committed or caused by a custodian, broker, dealer, bank or
futures commission merchant which
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Manager directs transactions for the Account or any other person, and
(iii) any losses caused by following Client's directions or
instructions.
If Client terminates this Agreement during or at the expiration of
either the Initial Period or any Successive One Year Period, Client
acknowledges and agrees that it shall be obligated to pay to Manager
any and all costs attributable to, arising from or related to such
termination.
9) DUTY AND LIABILITY OF THE MANAGER
Unless the Manager has not acted prudently or has otherwise violated
the provisions of applicable law, the Manager shall not be subject to
any liability to the Client or to any other person, firm or
organization in the course of, or connected with its obligations under
this Agreement. The Manager shall have no obligation to seek any
material non-public ("inside") information about any issuer of
securities, and shall not purchase or sell, or recommend for purchase
or sale, the securities of any issuer for the Account on the basis of
any such information as may come into its possession. Nothing herein
shall in any way constitute a waiver or limitation of any right of any
person under the federal securities law.
Solely for purposes of complying with the conditions set forth in
Prohibited Transaction Exemption 84-14 (PTE 84-14) issued pursuant to
the Employee Retirement Income Security Act of 1974, a copy of which
exemption is attached hereto as Exhibit 3, Manager acknowledges that
with respect to any Account comprised of pension plan assets, it is a
fiduciary with respect to each such plan within the meaning of Section
V(a) of PTE 84-14.
10) SERVICE TO OTHER CLIENTS
It is understood that the Manager and certain of its affiliates
perform(s) investment advisory services for various clients (including
investment companies). The Client agrees that the Manager may give
advice and take action with respect to any of its other clients which
may differ from advice given or the timing or nature of action taken
with respect to any of the Accounts, so long as it is the Manager's
policy, to the extent practical, to allocate investment opportunities
to each of the Accounts over a period of time on a fair and equitable
basis relative to other clients. It is understood that the Manager
shall not have any obligation to purchase or sell, or to recommend for
purchase or sale, for an Account any securities which its principals,
affiliates or employees may purchase or sell for its or their own
accounts or for any other client, if in the opinion of the Manager such
transaction or investment appears unsuitable, impractical or
undesirable for a particular Account.
11) NOTICES
Any notice, direction, instruction, acknowledgment, or other
communication required or contemplated by this Agreement shall be in
writing and addressed as follows:
To the Client: Hartford Life Insurance Company
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
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Attention: Xxxxxxx X. Xxxxx
Vice President
(Above for regular U.S. Postal Service mail deliveries)
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Vice President
(Above for all other deliveries)
To the Manager: The Hartford Investment Management Company
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attention: Xx. Xxxxxx X. Xxxxxx, President
(Above for regular U.S. Postal Service mail
deliveries)
The Hartford Investment Management Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxx, President
(Above for all other deliveries)
Any party hereto by notice hereunder to the other may designate a
different address.
12) GOVERNING LAW
The laws of the State of Connecticut shall control all matters relating
to this Agreement and shall apply to the extent not preempted by the
laws of the United States of America.
13) VOTING OF PROXIES
Manager will execute or cause to be executed proxies received by the
custodian bank from issuers of securities being held in the Accounts.
The voting of such proxies shall be cast in a manner which is in the
best interest of the relevant Account. Further, copies of all proxies,
proxy solicitation materials and other notices and written
communications relating to such securities ("Proxy Information") shall
be retained by the Manager for the Client hereunder. Client shall have
access to such Proxy Information, including the delivery of such
information by Manager to Client upon request.
14) RECORD KEEPING
Manager agrees that all records which it maintains for the Account
shall be the property of the Client and that it will surrender promptly
to the designated officers or employees of the Client any or all such
records upon request. All such records shall be made available, within
a mutually agreeable time upon request by Client, to the Client or to
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Client's accountants or auditors during regular business hours at the
Manager's offices upon reasonable prior written notice; provided,
however, that the Manager shall be permitted to keep such records or
copies thereof for such period of time as are necessary to comply with
all applicable rules and regulations of state or federal law.
15) CONFIDENTIAL INFORMATION
All information and advice furnished by the Manager to the Client shall
be treated as confidential and shall not be disclosed to third parties
by Client except as required by law or rule or regulation of any
federal or state regulatory or supervisory body, exchange or board. All
information identified by Client as proprietary shall be treated as
confidential and shall not be disclosed to the public by the Manager,
except as required by law or regulation or in order for the Manager to
carry out its responsibilities hereunder.
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16) INDEPENDENT CONTRACTOR
The Manager shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided
herein or authorized, have no authority to act for or represent the
Client in any way.
17) MISCELLANEOUS
This Agreement has been executed in several counterparts, each of which
shall be considered as an original. Where the context admits, words in
the plural shall include the singular and the singular shall include
the plural. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and may not be
modified orally. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future law, such
provision shall be fully severable, and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid or
unenforceable provision or its severance from this Agreement. The
Client acknowledges receipt of Part II of the Manager's Form ADV filed
with the Securities and Exchange Commission pursuant to Section 203(c)
of the Investment Advisers Act of 1940, which states information
relative to the Manager's investment and brokerage policies and other
important matters, and which the Manager warrants is the current filing
of such form, at least 48 hours prior to the execution of this
Agreement, as required by Rule 204-3 under such Act.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the date first above written.
HARTFORD LIFE INSURANCE COMPANY
By:________________________________________
Xxxxxxx X. Xxxxx
Title: Vice President
THE HARTFORD INVESTMENT MANAGEMENT COMPANY
By:________________________________________
Xxxxxx X. Xxxxxx
Title: President
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EXHIBIT I
LIST OF ACCOUNTS
The following constitutes a list of the Accounts referred to in Section
2 of the Management Agreement entered into between Hartford Life Insurance
Company, expressed to be the "Client" therein, and The Hartford Investment
Management Company, expressed to be the "Manager" therein, dated as of March ,
1997 (the "Management Agreement").
The Accounts contained in the following list may be added to or deleted
from such list from time to time by a written agreement between the parties to
the Management Agreement. Such supplemental agreement(s) shall be annexed
hereto.
Divisions of Hartford Life Insurance Company (HLIC) Corporate-Owned Life
Insurance (COLI) Separate Accounts
(A) COLI Separate Account Series IIA Immunized Portfolio Division
(B) COLI Separate Account - Commingled Xxxxxx Aggregate Bond Index Division
(C) COLI Separate Account Series IIB Passive Targeted Duration Division
(D) COLI Separate Account Series II Flexible Bond Division - Portfolio A
(E) COLI Separate Account Series IIB Libor Enhanced Liquidity Division
(F) COLI Separate Account - Commingled Money Market Division
(G) COLI Separate Account - Commingled Government Money Market Division
(H) COLI Separate Account - Commingled S&P 500 Division
HLIC Separate Accounts
(I) Pension Separate Account GP2
(J) Pension Separate Account GP4
(K) Pension Separate Account GP5
(L) Pension Separate Account BF
(M) Pension Separate Account B - Active Bond Portfolio
(N) Pension Separate Account B - Enhanced Index Fund
(O) Pension Separate Account A
(P) Pension Separate Account BI
(Q) Pension Separate Account CH-1A
(R) Pension Separate Account CH-1B
(S) Pension Separate Account CC [Core Account only]
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