1
EXHIBIT (d).10
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Agreement dated April 2, 2001 by and between HL Investment Advisors,
LLC, a Connecticut limited liability company (the "Manager") and Massachusetts
Financial Services Company, a corporation organized under the laws of Delaware
(the "Sub-Adviser") whose principal office is located at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000.
WHEREAS, the Manager serves as the investment adviser and manager for
Fortis Series Fund, 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 is
comprised of a number of separate series of investments that act as funding
vehicles for various variable annuity contracts and variable universal life
insurance policies issued by Fortis Benefits Insurance Company ("FBIC") and/or
First Fortis Life Insurance Company ("First Fortis");
WHEREAS, the Manager desires to retain the Sub-Adviser to assist the
Manager in furnishing an investment program to the series of the Company
identified in Exhibit A attached hereto (the "Portfolios");
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 Portfolios 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 Portfolios'
administrative and other direct expenses, including, but not limited to: (a)
fees pursuant to any plan of distribution that the Portfolios may adopt; (b) the
Portfolios' 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 Portfolios' holdings; (d) Federal,
state, local and foreign taxes, including issue and transfer taxes incurred by
or levied on the Portfolios; (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 "affiliated persons" or
"interested persons" [as defined in Section 2(a) of the 1940 Act and the rules,
regulations and releases relating thereto] of the Sub-Adviser; (m) the Company's
legal and auditing expenses; (n) cost of certificates representing shares of the
Portfolios; (o) the Company's costs of stationery and
2
supplies; (p) the Company's insurance expenses; (q) the Company's association
membership dues; (r) travel expenses of officers and employees of the
Sub-Adviser to the extent such expenses relate to the attendance of such persons
at meetings at the request of the Board of Directors of the Company (except that
a representative of the Sub-Adviser will attend one Board meeting per year, at
the Sub-Adviser's own expense); and (s) travel expenses for attendance at Board
of Directors meetings by members of the Board of Directors of the Company who
are not "interested persons" or "affiliated persons" of the Sub-Adviser. 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.
2.1. The Sub-Adviser shall formulate and implement a continuing program
for the management of the assets of the Portfolios. 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 Portfolios and shall take such steps as
may be necessary to implement the same, including the placement of purchase and
sale orders on behalf of the Portfolios. The Manager shall be responsible for
the administration of the investment activities of the Company and the
Portfolios, including compliance with the requirements of the 1940 Act, except
for the investment management activities specifically delegated to the
Sub-Adviser pursuant to this Agreement.
2.2. The Manager acknowledges that the Sub-Adviser is not the
compliance agent for the Portfolios or for the Manager, and does not have all of
the Portfolios' books and records necessary to perform certain compliance
testing. The Sub-Adviser shall perform such compliance testing as it deems
reasonable based upon its books and records with respect to the Portfolios and
shall certify compliance to the Manager accordingly.
3. POWERS OF THE SUB-ADVISER.
3.1. The Sub-Adviser's power to direct the investment and reinvestment
of the assets of the Portfolios 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
Portfolios 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 Manager agrees to provide promptly to the
Sub-Adviser a copy of the documents mentioned above and all changes made to such
documents, together with a list of companies the securities of which are not to
be bought or sold for the Portfolios (such list shall include each security
name, cusip, sedol and/or applicable ticker) and a list of affiliated brokers
and underwriters for reporting transactions under applicable provisions of the
1940 Act. These documents and any amendments thereto shall not be deemed
effective with respect to the Sub-Adviser until three business days after its
receipt thereof.
-2-
3
3.2. While the Sub-Adviser will have day-to-day responsibility for the
discretionary investment decisions to be made on behalf of the Portfolios, the
Sub-Adviser will be subject to oversight by 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
Portfolios' 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 Portfolios'
investment policies and restrictions as well as the requirements of Subchapter M
of the Internal Revenue Code and the provisions of Section 817(h) of the
Internal Revenue Code and the regulations promulgated thereunder.
3.3. 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 Portfolios, in its discretion to:
(a) exercise any conversion and/or subscription rights available in
connection with any securities or other investments held in the Portfolios;
(b) maintain all or part of the Portfolios' 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
Portfolios, and to pay cash for securities or other cash and/or securities
instruments delivered to the Custodian and/or credited to the Portfolios upon
acquisition of the same for the Portfolios;
(d) determine how to vote all proxies received with respect to
securities held in the Portfolios 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 Portfolios 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
applicable law.
(a) 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 Portfolios 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 Portfolios 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
-3-
4
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
Portfolios and the Sub-Adviser's other clients.
(b) 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.
5. REPORTS AND INFORMATION TO BE PROVIDED BY THE SUB-ADVISER. The
Sub-Adviser shall furnish such information and reports relating to the
Portfolios, its holdings and transactions involving Portfolio securities as the
Manager and/or the Company may reasonably 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 set forth in Exhibit B, attached hereto;
(b) 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;
(c) 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 Portfolios;
(d) Information required by the Manager to determine compliance with
Rules 10f-3, 17a-7 and 17e-1 under the 1940 Act with respect to the
Sub-Adviser's (or its affiliates') activities on behalf of the Portfolios; and
(e) Information reasonably 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 Portfolios. 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 Portfolios. Actions taken by the Sub-Adviser on behalf of the Portfolios 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
-4-
5
represents that it has in effect a code of ethics that complies with Rule 17j-1
under the 1940 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
Investment Advisers Act of 1940, as amended ("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 Portfolios.
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 Portfolios or their 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 Portfolios are
similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may
disclose such investments without direct reference to the Portfolios. The
Sub-Adviser may also include the names of the Portfolios in a representative
client list and disclose their performance and the sub-advisory fees paid
hereunder.
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 any designation
comprised in whole or in part of the names or marks "Massachusetts Financial
Services Company," "MFS Investment Management" or "MFS" or any other trademark
relating to MFS 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 Portfolios, or any affiliate of the Manager in
any advertisement or other document without the Manager's prior consent. Upon
termination of this Agreement, each party shall cease all use of any such name
or xxxx as soon as reasonably practicable.
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
-5-
6
Portfolios' assets, shall provide the Sub-Adviser with a true and complete copy
of each agreement with the Custodian that deals with the Portfolios' 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
Portfolios. 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 Portfolios 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
Portfolios, 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 at the annual rate for
each Portfolio set out in Exhibit A. The monthly management fee shall be paid to
the Sub-Adviser 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 Portfolios 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 Portfolios 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, 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.
-6-
7
(b) The Sub-Adviser will maintain, keep current and accurate, and
preserve all records with respect to the Portfolios 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 and provided that the
Sub-Adviser may keep copies of these records. 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 Portfolios 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) If the Sub-Adviser's performance of its obligations under this
Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall
remain during the effectiveness of this Agreement, a member of the Investment
Management Regulatory Organization, Ltd. ("IMRO") and thereby regulated in the
conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The
Company and the Manager will be treated as a Non-Private Customer (as defined in
IMRO's rules) of the Sub-Adviser.
(f) 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 Portfolios. 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.
-7-
8
(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
and insurance laws, and the rules thereunder, as they pertain to the Portfolios.
(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 Portfolios, its shareholders, contract
owners or First Fortis contract owners in connection with the performance of
their duties under this Agreement, except for loss resulting from willful
misfeasance, bad faith or gross 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 discretions conferred upon it pursuant to this Agreement, except
insofar as such claims allege or are the result of the willful misfeasance, bad
faith or gross 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 gross 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.
13.3. Neither party shall be held responsible for their non-performance
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.
13.4. Promptly after receipt by an indemnified party under this Section
9 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 9, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from liability
which it may have to any indemnified party otherwise than under this Section 9.
In case any such action is brought against any indemnified party, and it
notified the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein
-8-
9
and, to the extent that it may wish and unless the indemnified party releases
the indemnifying party from any further obligations under this Section 9 in
connection with that action, assume the defense thereof, with counsel
satisfactory to such indemnified party. After notice from the indemnifying party
of its intention to assume the defense of an action, the indemnified party shall
bear the expenses of any additional counsel obtained by it, and the indemnifying
party shall not be liable to such indemnified party under this section for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.
14. TERM, RENEWAL AND TERMINATION.
14.1. This Agreement shall, with respect to the Portfolios, 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 Portfolios. 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 Portfolios
at any time without the payment of any penalty by the Portfolios (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 on 60 days' written notice
to the Manager and 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. 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 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 vote of a majority of the
outstanding shares of the Portfolios, 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
-9-
10
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 Commonwealth
of Massachusetts.
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 #:
Attn: Legal Department
If to the Sub-Adviser: Massachusetts Financial Services Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Fax #: (000) 000-0000
Attn: Legal Department
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 given, 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.
-10-
11
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers.
HL INVESTMENT ADVISORS, LLC.
By: /s/ Xxxxx X. Xxxxxxxxxxxx
----------------------------
Attest:
/s/ Xxxxx X. Xxxx
-----------------------------
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Attest:
/s/ Xxxxxx X. Xxxxx
----------------------------
-11-
12
EXHIBIT A
SERIES OF FORTIS SERIES FUND, INC. TO BE MANAGED BY THE SUB-ADVISER
AND APPLICABLE SUB-ADVISORY FEES
SERIES: SUB-ADVISORY FEES AS A % OF
AVERAGE DAILY NET ASSETS:
Capital Opportunities Series For the first $200 million .500%
$200 - $500 million .450%
For assets over $500 million .400%
Global Equity Series For the first $200 million .600%
$200 - $500 million .550%
For assets over $500 million .500%
Investors Growth Series For the first $200 million .500%
$200 - $500 million .450%
For assets over $500 million .400%
-12-
13
EXHIBIT B
EXAMPLES OF THE ROUTINE ACCOUNTING AND OPERATIONAL INFORMATION
AND DOCUMENTATION REQUIREMENTS OF EACH PORTFOLIO TO BE SATISFIED
BY THE SUB-ADVISER
The following information is to be provided to:
Fortis Series Fund, Inc.
ATTN: Fund Accounting
X.X. Xxx 00000
Xx. Xxxx, XX 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 those 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.
2. PORTFOLIO HOLDINGS. On a weekly basis, via facsimile, a list of the
Portfolio's holdings. The list should include the following information, for
each of 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. 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.
-13-
