EXHIBIT d.(v)
Form of Amended and Restated
Sub-Advisory Agreement with Wellington Management Company, LLP
AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
This Amended and Restated Investment Sub-Advisory Agreement is made by
and between HL Investment Advisors LLC, a Connecticut corporation ("HL
Advisors") and Wellington Management Company, LLP, a Massachusetts limited
liability partnership ("Wellington Management").
WHEREAS, HL Advisors has entered into an agreement for the provision
of investment management services to the Hartford Series Fund, Inc. (the
"Company") currently comprised of the portfolios listed on Attachment A (each a
"Portfolio" and together the "Portfolios"), and
WHEREAS, HL Advisors wishes to engage the services of Wellington
Management Company as Sub-Adviser to the Portfolios and any future series as
agreed to between HL Advisors and the Company, and
WHEREAS, Wellington Management is willing to perform advisory services
on behalf of the Portfolios upon the terms and conditions and for the
compensation hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties hereto agree as follows:
1. HL Advisors hereby employs Wellington Management to serve as Sub-Adviser
with respect to the assets of the Portfolios and to perform the services
hereinafter set forth subject to the terms and conditions of the
investment objectives, policies and restrictions of each Portfolio, and
Wellington Management hereby accepts such employment and agrees during
such period to assume the obligations herein set forth for the
compensation herein provided.
2. Wellington Management shall provide an investment program appropriate for
each Portfolio which program shall be amended and updated from time to
time as financial and other economic conditions change.
3. Wellington Management will make all determinations with respect to the
investment of the assets of the Portfolios and the purchase or sale of
portfolio securities, and shall take such steps as may be necessary to
implement the same. Such determinations and services shall include
advising the Company's Board of Directors of the manner in which voting
rights, rights to consent to corporate action, and any other
non-investment decisions pertaining to a Portfolio's securities should be
exercised.
4. Wellington Management will regularly furnish reports with respect to the
Portfolios at periodic meetings of the Company's Board of Directors and at
such other times as may be reasonably requested by the Company's Board of
Directors, which reports shall include Wellington Management's economic
outlook and investment strategy and a discussion of the portfolio activity
and the performance of the Portfolios since the last report. Copies of all
such reports shall be furnished to HL Advisors for examination and review
within a
reasonable time prior to the presentation of such reports to the
Company's Board of Directors.
5. Wellington Management will select the brokers or dealers that will execute
the purchases and sales of portfolio securities for the Portfolios and
place, in the name of each Portfolio or its nominees, all such orders.
When placing such orders, Wellington Management shall use its best efforts
to obtain the best net security price available for each Portfolio.
Subject to and in accordance with any directions that the Board of
Directors may issue from time to time, Wellington Management may also be
authorized to effect individual securities transactions at commission
rates in excess of the minimum commission rates available, if Wellington
Management determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage or research services
provided by such broker or dealer, viewed in terms of either that
particular transaction or Wellington Management's overall responsibilities
with respect to the Portfolios and Wellington Management's other advisory
clients. The execution of such transactions shall not be deemed to
represent an unlawful act or breach of any duty created by this Agreement
or otherwise. Wellington Management will promptly communicate to the Board
of Directors such information relating to portfolio transactions as they
may reasonably request.
6. (a) As compensation for the performance of the services by Wellington
Management hereunder, HL Advisors shall pay to Wellington
Management, as promptly as possible after the last day of each
calendar year quarter, a fee accrued daily and paid quarterly, as
shown on Attachment B attached hereto.
Wellington Management may waive all or a portion of its fees from
time to time as agreed between the parties.
If it is necessary to calculate the fee for a period of time which
is not a calendar quarter, then the fee shall be (i) calculated at
the annual rates provided above but prorated for the number of days
elapsed in the period in question, as a percentage of the total
number of days in such period, (ii) based upon the average of each
Portfolio's daily net asset value for the period in question, and
(iii) paid within a reasonable time after the close of such period.
(b) Wellington Management will bear all expenses in connection with the
performance of its services under this Agreement.
(c) Wellington Management will not be entitled to receive any payment
for the performance of its services hereunder from the Portfolios.
(d) Wellington Management agrees to notify HL Advisors of any change in
Wellington Management's personnel that are directly involved in the
management of the Portfolios within a reasonable time following the
occurrence of such change.
7. Wellington Management shall not be liable for any loss or losses sustained
by reason of any investment including the purchase, holding or sale of any
security as long as Wellington
Management shall have acted in good faith and with due care; provided,
however, that its willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard of
its obligations and duties under this Agreement.
8. (a) This Amended and Restated Sub-Advisory Agreement shall become
effective on August 1, 2002. This Agreement, unless sooner
terminated in accordance with 8(b) below, shall continue in effect
from year to year thereafter provided that its continuance is
specifically approved at least annually (1) by a vote of the
majority of the members of the Board of Directors of the Company or
by a vote of a majority of the outstanding voting securities of each
Portfolio, and (2) in either event, by the vote of a majority of the
members of the Company's Board of Directors who are not parties to
this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on this
Agreement.
(b) This Agreement (1) may be terminated with respect to each Portfolio
at any time without the payment of any penalty either by vote of
the members of the Board of Directors of the Company or by a vote
of a majority of any Portfolio's outstanding voting securities, or
by HL Advisors on sixty days' written notice to Wellington
Management, (2) shall immediately terminate in the event of its
assignment, (3) may be terminated by Wellington Management on
ninety days' prior written notice to HL Advisors, but such
termination will not be effective until HL Advisors shall have
contracted with one or more persons to serve as a successor
Sub-Adviser for the Portfolio (or HL Advisors or an affiliate of HL
Advisors agrees to manage the Portfolio) and such person(s) shall
have assumed such position, and (4) will terminate automatically
upon termination of the advisory agreement between HL Advisors and
the Company of even date herewith.
(c) As used in this Agreement, the terms "assignment," "interested
parties" and "vote of a majority of the Company's outstanding voting
securities" shall have the meanings set forth for such terms in the
Investment Company Act of 1940, as amended.
(d) Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party or parties at
the current office address provided by each party.
9. Nothing in this Agreement shall limit or restrict the right of any
partner, officer, or employee of Wellington Management to engage in any
business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar
nature or a dissimilar nature, nor to limit or restrict the right of
Wellington Management to engage in any other business or to render
services of any kind to any other corporation, firm, individual or
association.
10. HL Advisors agrees that neither it nor any affiliate of HL Advisors will
use Wellington Management's name or refer to Wellington Management or
Wellington Management's clients in marketing and promotional materials
without prior notification to and authorization by Wellington Management,
such authorization not to be unreasonably withheld.
11. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of August 1, 2002.
HL INVESTMENT ADVISORS LLC
By: _____________________________
Name:
Title:
WELLINGTON MANAGEMENT COMPANY, LLP
By: _____________________________
Name:
Title:
ATTACHMENT A
The following series of the Hartford Series Fund, Inc. are made a part of this
agreement:
Hartford Advisers HLS Fund
Hartford Capital Appreciation HLS Fund
Hartford Dividend and Growth HLS Fund
Hartford Global Advisers HLS Fund
Hartford International Opportunities HLS Fund
Hartford MidCap HLS Fund
Hartford Small Company HLS Fund
Hartford Stock HLS Fund
Dated: August 1, 2002
ATTACHMENT B
The sub-advisory fee shall be accrued daily and paid monthly, based upon the
following annual rates and upon the calculated daily net asset value of the
Portfolio:
ADVISERS HLS FUND, DIVIDEND AND GROWTH HLS FUND AND STOCK HLS FUND
NET ASSET VALUE ANNUAL RATE
First $50,000,000 0.325%
Next $100,000,000 0.250%
Next $350,000,000 0.200%
Amount Over $500,000,000 0.150%
CAPITAL APPRECIATION HLS FUND, GLOBAL ADVISERS HLS FUND, INTERNATIONAL
OPPORTUNITIES HLS FUND, MIDCAP HLS FUND AND SMALL COMPANY HLS FUND
NET ASSET VALUE ANNUAL RATE
First $50,000,000 0.400%
Next $100,000,000 0.300%
Next $350,000,000 0.250%
Amount Over $500,000,000 0.200%
Dated: August 1, 2002
