Exhibit 99.d.(xii)
INVESTMENT SUB-ADVISORY AGREEMENT
Agreement dated October 1, 2004 by and between HL INVESTMENT ADVISORS, LLC,
a Connecticut limited liability company (the "Manager") and NORTHERN CAPITAL
MANAGEMENT, LLC, a limited liability company organized under the laws of
Delaware (the "Sub-Adviser") whose principal office is located at 0000 Xxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxx 00000.
WHEREAS, the Manager serves as the investment adviser and manager for
Hartford HLS Series Fund II, Inc. (the "Company"), an open-end, management
investment company registered with the Securities and Exchange Commission
("SEC") pursuant to the Investment Company Act of 1940, as amended ("1940 Act"),
that comprises a number of separate series;
WHEREAS, the Manager desires to retain the Sub-Adviser to assist the
Manager in furnishing an investment program with respect to one series of the
Company, the Hartford MidCap Stock HLS Fund (the "Portfolio);
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Manager and the Sub-Adviser agree as follows:
1. APPOINTMENT AND EXPENSES OF THE SUB-ADVISER. The Manager hereby
appoints the Sub-Adviser to serve as sub-adviser with respect to the assets of
the Portfolio, (the "Assets") and to perform the services hereinafter set forth
and the Sub-Adviser hereby accepts such appointment. The Sub-Adviser agrees, for
the compensation herein provided, to assume all obligations herein provided and
bear all its personnel and other expenses associated with the performance of its
services hereunder. The Company shall be responsible for the Portfolio's
administrative and other direct expenses, including, but not limited to: (a)
fees pursuant to any plan of distribution that the Portfolio may adopt; (b) the
Portfolio's brokerage and commission expenses, including all ordinary and
reasonable transaction costs; (c) fees and expenses of pricing services used by
the Company to determine the value of the Portfolio's holdings; (d) Federal,
state, local and foreign taxes, including issue and transfer taxes incurred by
or levied on the Portfolio; (e) interest charges on any Portfolio borrowings;
(f) the Company's organizational and offering expenses; (g) the cost of the
Company's personnel providing services to the Company; (h) fees and expenses of
registering the Company's shares under the appropriate Federal securities laws
and of qualifying the Company's shares under applicable state securities laws
and pursuant to any foreign laws; (i) expenses of printing and distributing
reports to the Company's shareholders, proxy materials, prospectuses and
distribution of dividends; (j) costs of the Company's shareholders' meetings and
proxy solicitation; (k) charges and expenses of the Company's custodian and
registrar, transfer agent and dividend disbursing agent; (l) compensation of the
Company's officers, directors and employees that are not employed by the Manager
or its affiliates; (m) the Company's legal and auditing expenses; (n) cost of
certificates representing shares of the Portfolio; (o) the Company's costs of
stationery and supplies; (p) the Company's insurance expenses; (q) the Company's
association membership dues; and (r) travel expenses for attendance at Board of
Directors meetings by members of the Board of Directors of the Company who are
not employed by the Manager or its affiliates. The Sub-Adviser shall for all
purposes herein be deemed to be an independent contractor and shall, except as
expressly provided or authorized (whether herein or otherwise), have no
authority to act for or on behalf of the Company in any way or otherwise be
deemed an agent of the Company.
2. DUTIES OF THE SUB-ADVISER. The Sub-Adviser will deal in good faith and
with due diligence and will use professional skill, care and judgment in the
performance of its duties under this Agreement. In so doing, the Sub-Adviser
shall formulate and implement a continuing program for the management of the
Assets of the Portfolio. The Sub-Adviser shall amend and update such program
from time to time as financial and other economic conditions
warrant. The Sub-Adviser shall make all determinations with respect to the
investment of the Assets of the Portfolio and shall take such steps as may be
necessary to implement the same, including the placement of purchase and sale
orders with respect to the Assets on behalf of the Portfolio. The Sub-Adviser
shall not be responsible for providing investment advice, and shall not act as
sub-adviser, with respect to any assets of the Company, or any portfolio
thereof, other than the Assets of the Portfolio. The Manager shall be
responsible for the administration of the investment activities of the Company
and the Portfolio, including compliance with the requirements of the 1940 Act,
the Internal Revenue Code of 1986, as amended, and all other applicable federal
and state laws and regulations, except for the investment management activities
specifically delegated to the Sub-Adviser pursuant to this Agreement.
3. POWERS OF THE SUB-ADVISER.
3.1. The Sub-Adviser's power to direct the investment and
reinvestment of the Assets of the Portfolio shall be exercised in accordance
with applicable law, the Company's Articles of Incorporation and the investment
objectives, policies and restrictions set forth in the then-current Prospectus
and Statement of Additional Information (collectively the "Prospectus") relating
to the Portfolio contained in the Company's Registration Statement under the
1940 Act and the Securities Act of 1933, as amended. The Company and/or the
Manager may also place additional limitations on the Sub-Adviser's investment
decisions by written notice to the Sub-Adviser. The Company agrees to provide
promptly to the Sub-Adviser a copy of the documents mentioned above and all
changes made to such documents. The Sub-Adviser shall not be bound by any
changes to the Company's Articles of Incorporation or the Prospectus relating to
the Portfolio until the Sub-Adviser has received written notice of any such
change.
3.2. While the Sub-Adviser will have day-to-day responsibility for
the discretionary investment decisions to be made on behalf of the Assets of the
Portfolio, the Sub-Adviser will be subject to oversight and supervision of the
Manager. Such oversight, however, shall not require prior approval of
discretionary investment decisions made by the Sub-Adviser except as may be
required by applicable law, the Portfolio's investment policies and restrictions
and/or any limitations imposed on the Sub-Adviser by the Company and/or the
Manager pursuant to the preceding paragraph. The Manager shall retain the right
to instruct the Sub-Adviser to effect any transactions necessary to ensure
compliance with the Portfolio's investment policies and restrictions as well as
the requirements of Subchapter M of the Internal Revenue Code, the provisions of
Section 817(h) of the Internal Revenue Code and the regulations promulgated
thereunder or as otherwise required by law.
3.3. In the event the Sub-Adviser's compliance with any amendment of
the Portfolio's investment objectives, policies and restrictions or other
limitations placed on the Sub-Adviser's investment decisions with respect to the
Portfolio would interfere with the completion of any transaction commenced on
behalf of the Portfolio prior to the Sub-Adviser's knowledge of such amendment,
upon receipt of such amendment, the Sub-adviser shall immediately notify the
Manager of such pending transaction. The Sub-Adviser may proceed with such
transaction unless and until the Sub-Adviser receives written notice from the
Manager to terminate such transaction provided that proceeding with the
transaction would not violate any applicable law, rule or regulation. So long as
the Sub-Adviser complies with all provisions of this Section 3.3, the
Sub-Adviser will not be responsible for any loss that may result from the
completion of the transaction.
3.4. Further, and except as may be qualified elsewhere in this
Agreement, the Sub-Adviser is hereby authorized, for and on behalf of the
Company, with respect to the Assets of the Portfolio, in its discretion to:
(a) exercise any conversion and/or subscription rights
available in connection with any securities or other investments held in
the Portfolio;
(b) maintain all or part of the Portfolio's Assets uninvested
in short-term income-producing instruments for such periods of time as
shall be deemed reasonable and prudent by the Sub-Adviser;
(c) instruct the Custodian, in accordance with the Custodian
Agreement, to deliver for cash received, securities or other cash and/or
securities instruments sold, exchanged, redeemed or otherwise disposed of
from the Portfolio, and to pay cash for securities or other cash and/or
securities instruments delivered to the Custodian and/or credited to the
Portfolio upon acquisition of the same for the Portfolio;
(d) determine how to vote all proxies received with respect to
securities held in the Portfolio and direct the Custodian as to the voting
of such proxies; and
(e) generally, perform any other act necessary to enable the
Sub-Adviser to carry out its obligations under this Agreement.
4. SELECTION OF BROKER-DEALERS. The Sub-Adviser shall select the brokers
and dealers through whom transactions on behalf of the Portfolio will be
executed and the markets on or in which such transactions will be executed and
shall place, in the name of the Portfolio or its nominee (or appropriate foreign
equivalent), all such orders. In selecting brokers and dealers to execute such
transactions, and in negotiating brokerage commissions, and in obtaining
research, statistical and other information from brokers and dealers in
connection with Portfolio transactions, the Sub-Adviser shall comply with the
description of the process contained in the Prospectus.
4.1. It is understood that certain other clients (including other
funds, portfolios and accounts) of the Sub-Adviser may have investment
objectives and policies similar to those of the Portfolio and that the
Sub-Adviser may, from time to time, make recommendations that result in the
purchase (or sale) of a particular security by its other clients and the
Portfolio during the same period of time. If transactions on behalf of more than
one client during the same period increase the demand for securities being
purchased or the supply of securities being sold, there may be an adverse effect
on price or quantity. In such event, the Sub-Adviser shall allocate the
securities or investments to be purchased or sold, as well as the expenses
incurred in the transactions (including price) in a manner the Sub-Adviser
considers equitable and consistent with its obligations to the Portfolio and the
Sub-Adviser's other clients.
4.2. The Sub-Adviser agrees that it will only enter into
transactions that are covered by Section 10(f), Section 17(a) or Section 17(e)
of the 1940 Act if it has (i) complied with Rule 10f-3, Rule 17a-7 or Rule 17e-1
thereunder, respectively, or the terms of an appropriate exemptive order issued
to the Company by the SEC, and (ii) has complied with the procedures adopted
thereunder by the Board of Directors of the Company which may, pursuant to
authority granted by the Company, be supplemented by interpretive guidelines of
the Manager. The Sub-Adviser shall not consult with any other sub-adviser of the
Company, or any portfolio thereof,
concerning any transaction of the Company, or any portfolio thereof, in
securities or other assets other than for purposes of complying with the
conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. Aside
from parties that are known or should be known by the Sub-Adviser, the Manager
shall promptly notify the Sub-Adviser of any additional parties with whom
engaging in a transaction for the Portfolio would result in a violation of the
1940 Act.
5. REPORTS AND INFORMATION TO BE PROVIDED BY THE SUB-ADVISER. The
Sub-Adviser shall furnish such information and reports relating to the
Portfolio, its holdings and transactions involving Portfolio securities as the
Manager and/or the Company may require to fulfill its or their legal
responsibilities or to meet regulatory requirements or discharge other duties
they may have. Among the subjects of the reports and information to be provided
by the Sub-Adviser are the following:
(a) Information required by the Manager to determine the Company's
and the Portfolio's compliance with the 1940 Act, the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), the Internal Revenue Code,
applicable federal and state securities and insurance laws and other
applicable laws and regulations or regulatory and taxing authorities in the
United States and other relevant countries;
(b) Information required by the Manager to meet the accounting and
operational requirements of the Portfolio. Specific examples of the types
of reports and information that will be needed by the Manager and the
Company are set forth in Exhibit A, attached hereto;
(c) Information required by the Manager to satisfy its reporting
obligations to the Company arising from the Investment Advisory and
Management Agreement between the Manager and the Company;
(d) Information requested by the Manager to determine the
Portfolio's compliance with Rule 17f-5 and 17f-7 under the 1940 Act,
relating to foreign custodians, sub-custodians and foreign securities
depositories;
(e) Information required by the Manager to determine the
Sub-Adviser's compliance with Rule 17j-1 under the 1940 Act with respect to
the Sub-Adviser's activities on behalf of the Portfolio;
(f) Information required by the Manager to determine compliance
with Rule 10f-3, Rule 17a-7 and Rule 17e-1 under the 1940 Act with respect
to the Sub-Adviser's (or its affiliates') activities on behalf of the
Portfolio; and
(g) Information necessary to respond to specific inquiries from the
Company's management and/or Board of Directors.
6. NON-EXCLUSIVE SERVICES, CONFLICTS OF INTEREST AND MATERIAL NONPUBLIC
INFORMATION. The Manager understands that the Sub-Adviser and its affiliates may
furnish investment management and advisory services to others, and that the
Sub-Adviser and its affiliates shall be at all times free, in their discretion,
to make recommendations to, and investments for, others which may or may not
correspond to investments made for the Portfolio. The Manager further
understands that the Sub-Adviser, its affiliates, and any officer, director,
stockholder, employee or any member of their families may or may not have an
interest in the securities whose purchase and sale the Sub-Adviser effects for
the Portfolio. Actions taken by the Sub-Adviser on behalf of the Portfolio may
be the same as, or different from, actions taken by the Sub-Adviser on its own
behalf or for others or from actions taken by the Sub-Adviser's affiliates,
officers, directors, partners, employees of the Sub-Adviser or its affiliates,
or the family members of such persons or other investors. The Sub-Adviser
represents that it has in effect a code of ethics that complies with Rule 17j-1
under the 1940 Act and Rule 204A-1 under the Advisers Act and has procedures in
place that, taken together, provide reasonable enforcement of the code's
provisions. Similarly, the Sub-Adviser represents that, with respect to the use
of nonmaterial nonpublic information, it has complied, and will continue to
comply, with Section 204A of the Advisers Act and any rules thereunder.
7. DISCLOSURE OF INFORMATION AND CONFIDENTIALITY.
7.1 The Sub-Adviser, the Company and the Manager, either during or
after the termination of this Agreement, are authorized with respect to matters
arising out of this Agreement to make any disclosures and/or participate in any
conduct required by any applicable law, rule, regulation, self-regulating
organization, investment exchange or any other body having regulatory or
enforcement responsibility with respect to any investment business conducted by
the Sub-Adviser on behalf of the Portfolio.
7.2. Subject to the preceding paragraph, the Sub-Adviser agrees that
all information which has or will come into its possession or knowledge
concerning the Portfolio or its investments in connection with this Agreement
shall be held by the Sub-Adviser in confidence. The Sub-Adviser shall make no
use of such information other than for the performance of this Agreement, shall
disclose such information only to the directors, officers or employees of the
Sub-Adviser or its affiliated firms or of any third party appointed pursuant to
this Agreement requiring such information and shall not disclose such
information to any other person without the written consent of the Company;
provided, however, that to the extent the investments for the Portfolio are
similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may
disclose such investments without direct reference to the Portfolio. The
Sub-Adviser may also include the name of the Portfolio in a representative
client list.
7.3. Subject to the preceding paragraph, the Company and the Manager
agree that all information which has or will come into their possession or
knowledge concerning the operations and procedures of the Sub-Adviser shall be
held by the Company and the Manager in confidence. The Company and the Manager
shall make no use of such information other than for the performance of this
Agreement, shall disclose such information only to their directors, officers or
employees or those of its affiliated firms and shall not disclose such
information to any other person without the written consent of the Sub-Adviser.
7.4. The Manager and the Company agree not to refer to the
Sub-Adviser or its affiliates in any advertisement or other document without
prior consent of the Sub-Adviser. Similarly, the Sub-Adviser and its affiliates
shall not refer to the Manager, the Company, the Portfolio, or any affiliate of
the Manager in any advertisement or other document without the Manager's prior
consent. However, the parties to this Agreement agree that they may reference
one another as necessary in regulatory and other legal filings. Further, the
parties agree that they will not unreasonably withhold permission to use their
names or otherwise reference them in materials used to describe the Portfolio
and/or the Company.
8. DEALINGS WITH THE CUSTODIAN. The Manager shall notify the Sub-Adviser
of the appointment of the custodian(s) ("Custodian") for all or any portion of
the Portfolio's Assets, shall provide the Sub-Adviser with a true and complete
copy of each
agreement with the Custodian that deals with the Portfolio's Assets ("Custodian
Agreements"), and shall provide the Sub-Adviser with the names of persons
authorized to act on behalf of the Custodian and such other information as the
Sub-Adviser shall reasonably require. The Sub-Adviser agrees to give
instructions in accordance with the terms of the applicable Custodian
Agreements. The Company agrees to provide promptly to the Sub-Adviser a copy of
all relevant Custodian Agreements, and all changes made to such documents.
9. DELEGATION OF THE SUB-ADVISER'S RESPONSIBILITIES. The Sub-Adviser may
not delegate its investment advisory responsibilities as Sub-Adviser to the
Portfolio. However, the Sub-Adviser may employ, retain or otherwise avail itself
of the services and facilities of persons and entities within its own
organization or any other organization for the purpose of providing the
Sub-Adviser, the Manager or the Portfolio with such information, advice or
assistance, including but not limited to advice regarding economic factors and
trends and advice as to transactions in specific securities, as the Sub-Adviser
may deem necessary, appropriate or convenient for the discharge of its
obligations hereunder or as may otherwise be helpful to the Manager or the
Portfolio, or in the discharge of the Sub-Adviser's overall responsibilities
with respect to the other accounts for which it serves as investment manager or
investment adviser. The Sub-Adviser's acquisition of information, advice or
assistance pursuant to this paragraph shall be at the Sub-Adviser's own expense
and shall not relieve the Sub-Adviser of any of its obligations under this
Agreement.
10. COMPENSATION. For the services to be rendered under this Agreement and
the facilities to be furnished, the Manager shall pay to the Sub-Adviser for
each fiscal year of the Company, a monthly management fee as set forth in
attached Exhibit B hereto. The monthly management fee shall be paid to the
Sub-Adviser as promptly as possible not later than the tenth business day of the
month following the month in which such services were rendered and shall be
based upon the average net asset values of all the issued and outstanding shares
of the Assets of the Portfolio, as determined as of the close of each business
day of the month pursuant to the Articles of Incorporation, Bylaws and currently
effective Prospectus of the Portfolio. Payments of the monthly management fee
will be accompanied by documentation that verifies the calculation of such fee.
If the management of the Portfolio by the Sub-Adviser commences or terminates at
any time other than the beginning or end of a month, the management fee shall be
prorated for that portion of such month during which this Agreement was in
force.
11. REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents and
agrees that:
(a) The Sub-Adviser is registered as an "investment adviser" under
the Advisers Act and is currently in compliance in all material respects
and shall at all times continue to comply in all material respects with the
requirements imposed upon it by the Advisers Act, the 1940 Act, the
Internal Revenue Code, state securities laws and all applicable rules and
regulations thereunder as they relate to the services provided under this
Agreement. The Sub-Adviser will immediately notify the Manager if it
becomes aware of the occurrence of any event that would disqualify the
Sub-Adviser from serving as an investment adviser of an investment company
pursuant to Section 9 of the 1940 Act or any other applicable law or
regulation.
(b) The Sub-Adviser will maintain, keep current and accurate, and
preserve all records with respect to the Portfolio as are required of it
under the Advisers Act and the 1940 Act, in the manner provided by such
Acts and the rules thereunder. The Sub-Adviser agrees that such records are
the property of the Company, and following
termination of this Agreement will be surrendered to the Company promptly
upon request except to the extent that they are required to be retained by
the Sub-Adviser under applicable law. Further, such records shall be open
to inspection by the Company. The Sub-Adviser will also assure that the
Company will have the same access as the Sub-Adviser has to records
relating to the Portfolio that are held by relevant third parties. Such
inspections will be at reasonable times during business hours and only upon
reasonable notice of the Company's desire to make an inspection.
(c) The Sub-Adviser agrees to advise the Manager of any
developments, such as the reassignment of a portfolio manager, that would
require Prospectus disclosure and to provide any necessary information
related to such developments.
(d) The Sub-Adviser has provided the Manager and the Company with a
copy of its most recent and complete Form ADV and will promptly furnish
them with copies of any material amendments to the Form.
(e) The Sub-Adviser shall furnish the Manager with a certificate,
signed by a duly authorized officer of the Sub-Adviser that designates the
officers or employees of the Sub-Adviser having authority to act for and on
behalf of the Sub-Adviser in connection with this Agreement. The
Sub-Adviser agrees that, until such time as the Manager is otherwise
informed in writing by a duly authorized officer of the Sub-Adviser, the
Manager shall be authorized and entitled to rely on any notice,
instruction, request, order or other communication, given either in writing
or orally, and reasonably believed by the Manager in good faith to be given
by an authorized representative of the Sub-Adviser.
12. REPRESENTATIONS OF THE MANAGER. The Manager represents and agrees
that:
(a) The Manager is registered as an "investment adviser" under the
Advisers Act and has provided to the Sub-Adviser a copy of its most recent
and complete Form ADV, along with a copy of the Investment Advisory and
Management Agreement between the Manager and the Company and the current
Company Prospectus regarding the Portfolio. After any amendment to the
documents referenced in this paragraph, the Manager will promptly furnish a
copy of such amended document to the Sub-Adviser. In addition, the Manager
will provide the Sub-Adviser with notice of proposed changes in the
Prospectus and the opportunity to review and comment upon such changes
before they are finalized, wherever possible.
(b) The Manager and the Company are currently in material
compliance and shall at all times continue to be in material compliance
with the relevant requirements of the Advisers Act, the 1940 Act, all
applicable state securities laws, and the rules thereunder, as they pertain
to the Portfolio.
(c) The Manager shall furnish the Sub-Adviser with a certificate,
signed by a duly authorized officer of the Manager that designates the
officers or employees of the Manager having authority to act for and on
behalf of the Manager in connection with this Agreement. The Manager agrees
that, until such time as the Sub-Adviser is otherwise informed in writing
by a duly authorized officer of the Manager, the Sub-Adviser shall be
authorized and entitled to rely on any notice, instruction, request, order
or other
communication, given either in writing or orally, and reasonably believed
by the Sub-Adviser in good faith to be given by an authorized
representative of the Manager.
13. LIABILITY, INDEMNIFICATION AND FORCE MAJEURE.
13.1. The Sub-Adviser, its affiliated firms or its or their
employees, officers, or directors will not be liable for any error of judgment
or mistake of law or for any loss suffered by the Portfolio, its shareholders or
contract owners in connection with the performance of their duties under this
Agreement, except for loss resulting from willful misfeasance, bad faith or
negligence on their part in the performance of their duties or from reckless
disregard by them of their duties under this Agreement.
13.2. The Manager shall indemnify the Sub-Adviser against all claims
which may be made against the Sub-Adviser in connection with the exercise of the
powers and discretion conferred upon it pursuant to this Agreement, including
reasonable attorneys' fees incurred in connection with any such claim, EXCEPT
insofar as such claims allege or are the result of the willful misfeasance, bad
faith or negligence of the Sub-Adviser or any of its affiliated firms or its or
their employees, officers or directors or its or their breach of this Agreement
or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the
Manager and the Company against all claims alleging or resulting from the
willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its
affiliated firms or its or their employees, officers or directors or its or
their breach of this Agreement or violation of applicable law, including
reasonable attorneys' fees incurred in connection with any such claim.
13.3. Neither party shall be held responsible for their
nonperformance of any of their obligations under this Agreement by reason of any
cause beyond their control, including any breakdown or failure of transmission,
communication or computer facilities, postal or other strikes or similar
industrial action and the failure of any relevant exchange, clearing house
and/or broker for any reason to perform its obligations; provided, however, that
each party shall have adequate disaster recovery plans and facilities in place
at all times.
14. TERM, RENEWAL AND TERMINATION.
14.1. This Agreement shall, with respect to the Portfolio, become
effective as of the date first above written and shall remain in force for two
years thereafter, and for successive annual periods thereafter but only so long
as each such continuance is specifically approved at least annually by (1) a
majority of the Directors of the Company who are not parties to this Agreement
or interested persons of any such parties (other than as Directors of the
Company), by vote cast in person at a meeting called for the purpose of voting
on such approval; or (2) a vote of the holders of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of such Portfolio. It shall be
the duty of the Directors of the Company to request and evaluate, and the duty
of the Manager and Sub-Adviser to furnish, such information as may be reasonably
necessary to evaluate the terms of this Agreement and any renewal hereof.
14.2. This Agreement may be terminated with respect to the Portfolio
at any time without the payment of any penalty by the Portfolio (1) by a vote of
a majority of the entire Board of Directors of the Company on sixty (60) days'
written notice to the Manager and the Sub-Adviser; (2) by vote of the holders of
a majority of the outstanding voting securities of such Portfolio (as defined in
the 1940 Act); or (3) by the Sub-Adviser or the Manager on 60 days' written
notice to the other and to the Company.
14.3. This Agreement shall automatically terminate in the event of
its assignment, as that term is defined in Section 2(a)(4) of the 1940 Act and
the rules thereunder.
14.4. On the effective date of any termination of this Agreement or
as close to such date as is reasonably possible, the Sub-Adviser shall provide
the Manager with a final report for the Portfolio which will include the fair
market value for each of the Portfolio's investments.
14.5. Upon the Manager's receipt or service of any notice given by or
to the Company concerning the termination of the Manager's appointment as the
investment adviser to the Company, the Manager shall immediately forward a copy
of such notice to the Sub-Adviser and the Sub-Adviser's appointment under this
Agreement shall terminate on the same date as the termination of the Manager's
appointment.
15. AMENDMENT. No material amendment to or modification of this Agreement
shall be effective unless and until it is set forth in a written amendment
signed by the Manager and the Sub-Adviser and approved by the Board of Directors
of the Company and, if required by the 1940 Act, by the vote of a majority of
the outstanding shares of the Portfolio, as defined in the 1940 Act.
16. AUTHORITY AND ENFORCEABILITY.
16.1. Each of the parties to this Agreement hereby represents that it
is duly authorized and empowered to execute, deliver, and perform this Agreement
and that such actions do not conflict with or violate any provision of law,
rule, regulation, other legal requirement, contract or other instrument to which
it is a party or to which it is subject and that this Agreement constitutes a
valid and binding obligation, inuring to the benefit of the Manager and the
Sub-Adviser and their respective successors, enforceable in accordance with its
terms.
16.2. If any provision of this Agreement shall be held or made
invalid or unenforceable by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby and any such invalid
or unenforceable provision shall be deemed to be replaced with a valid and
enforceable provision that most closely reflects the intention of the parties.
17. APPLICABLE LAW. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of Connecticut which
apply to contracts made and to be performed in the State of Connecticut.
18. NOTICES. All notices hereunder shall be in writing and shall be
delivered in person or by facsimile (followed by delivery in person) to the
parties at the addresses set forth below:
If to the Manager: HL Investment Advisors, LLC
000 Xxxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000.
Fax #: (000) 000-0000
Attn: Xxxxx X. Xxxx
If to the Sub-Adviser: Northern Capital Management, LLC
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
Fax # 000-000-0000
Attn: Xxxx Xxxxx
or such other name or address as may be given in writing to the other
party.
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been received, if by personal delivery, on the day of
such delivery, and if by facsimile and mail, on the date on which such facsimile
is sent.
19. EXECUTION. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers.
Attest: HL INVESTMENT ADVISORS, LLC.
By: /s/ Xxxxx Xxxxxxxxxxxx
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Name:
Title:
Attest: NORTHERN CAPITAL MANAGEMENT, LLC.
By: /s/ Xxxx X. Xxxxx
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Name:
Title:
EXHIBIT A
EXAMPLES OF THE ROUTINE ACCOUNTING AND OPERATIONAL
INFORMATION AND DOCUMENTATION REQUIREMENTS OF THE
PORTFOLIO[S] TO BE SATISFIED BY THE SUB-ADVISER
The following information is to be provided to:
[Name of Registrant]
[Attn: Fund Accounting
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
FAX: (000) 000-0000
PHONE: (000) 000-0000]
1. DOCUMENTATION OF TRADES. On a daily basis, via facsimile a listing of
that day's executed trades and copies of the trade tickets for that day's
trades. At the end of each week, by mail, hard copies of documentation for that
week's executed trades. The signature or initials of the portfolio manager or
duly authorized officer or employee of the Sub-Adviser should be placed on the
trade tickets to validate the authenticity of the trading information. With
respect to trades for which no DTC affirmation is available, hard copies of
broker confirmations for such trades.
2. PORTFOLIO HOLDINGS. On a weekly basis, via facsimile and mail a list
of the Portfolio's holdings. The list should include the following information,
for the Portfolio's holdings, where applicable: long description, cusip/sedol
number, maturity date, par/principal amounts, market value, market price, coupon
rate and bond rating.
3. SECURITY PRICING. On a daily basis, by telephone or facsimile (i)
review with the Company's Fund Accounting Department (the "Department") the
prices of the Portfolio's securities, which shall be provided by the Department;
(ii) inform the Department of its agreement or disagreement with such prices;
(iii) provide the Department with the basis for any disagreement it may have
with respect to a particular security's price and its opinion (along with
outside broker quotes) as to what that security's price should be; and (iv) in
any instance where the pricing services utilized by the Department do not
provide a price for a security held by the Portfolio, provide the Department
with reasonable assistance in determining a price for such security.
EXHIBIT B
FEE SCHEDULE
ASSETS ANNUAL RATE
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First $50 Million 40 bps
Next $100 Million 30 bps
Next $350 Million 25 bps
Over $500 Million 20 bps
