INVESTMENT MANAGEMENT AGREEMENT
This Agreement is made by and between HL Investment Advisors, Inc., a
Connecticut corporation ( "HL Advisors") and Hartford Series Fund, Inc., a
Maryland corporation (the "Company") whereby HL Advisors will act as investment
manager to each series of the Company as listed on Attachment A (each a
"Portfolio" and together the "Portfolios") and any future series as agreed to
between HL Advisors and the Company.
WHEREAS, the Company and HL Advisors wish to enter into an agreement
setting forth the services to be performed by HL Advisors for each Portfolio of
the Company and the terms and conditions under which such services will be
performed.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree as follows:
1. General Provision.
The Company hereby employs HL Advisors and HL Advisors hereby
undertakes to act as the investment manager of the Company and to each
Portfolio and to perform for the Company such other duties and
functions as are hereinafter set forth and such other duties as may be
necessary or appropriate in connection with its services as investment
manager. HL Advisors shall, in all matters, give to the Company and its
Board of Directors the benefit of its best judgment, effort, advice and
recommendations and shall, at all times conform to, and use its best
efforts to enable the Company to conform to (i) the provisions of the
Investment Company Act of 1940 (the "Investment Company Act") and any
rules or regulations thereunder, (ii) any other applicable provisions
of state or federal law; (iii) the provisions of the Articles of
Incorporation and By-Laws of the Company as amended from time to time;
(iv) policies and determinations of the Board of Directors of the
Company; (v) the fundamental policies and investment restrictions of
the Company and Portfolios as reflected in the Company's registration
statement under the Investment Company Act or as such policies may,
from time to time, be amended by the Company's shareholders, and (vi)
the Prospectus and Statement of Additional Information of the Company
in effect from time to time. The appropriate officers and employees of
HL Advisors shall be available upon reasonable notice for consultation
with any of the Directors and officers of the Company with respect to
any matters dealing with the business and affairs of the Company
including the valuation of any of each Portfolios' securities which are
either not registered for public sale or not being traded on any
securities market.
2. Investment Management Services
(a) HL Advisors shall, subject to the direction and control by the
Company's Board of Directors, (i) regularly provide investment
advice and recommendations to each Portfolio with respect to its
investments, investment policies and the purchase and sale of
securities; (ii) supervise continuously the investment program of
each Portfolio and the composition of its portfolio securities and
determine what securities shall be purchased or sold by each
Portfolio; and (iii) arrange, subject to the provisions of
paragraph 5 hereof, for the purchase of securities and other
investments for each Portfolio and the sale of securities and other
investments held in each Portfolio.
(b) HL Advisors shall provide such economic and statistical data
relating to each Portfolio and such information concerning
important economic, political and other developments as HL Advisors
shall deem appropriate or as shall be requested by the Company's
Board of Directors.
3. Sub-Advisers and Sub-Contractors.
HL Advisors, upon approval of the Board of Directors and shareholders
where appropriate, may engage one or more investment advisers which are
either registered as such or specifically exempt from registration
under the Investment Advisers Act of 1940, to act as sub-advisers to
provide, with respect to existing and future Portfolios of the Company,
some or all of the services set forth in Sections 2 and 5 of this
Agreement.
4. Brokerage Transactions.
When placing orders for the purchase or sale of a Portfolio's
securities, HL Advisors or any subadviser approved in accordance with
Section 4 of this Agreement, shall use its best efforts to obtain the
best net security price available for a Portfolio. Subject to and in
accordance with any directions which the Board of Directors may issue
from time to time, HL Advisors or the subadviser, if applicable, may
also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available,
if HL Advisors or the subadviser, if applicable, 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 HL
Advisors' or the subadviser's overall responsibilities with respect to
a Portfolio and 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. HL Advisors or the
subadviser will
promptly communicate to the Board of Directors such information
relating to portfolio transactions as the Board may reasonably request.
5. Expenses.
Expenses to be paid by the Company, include, but are not limited to (i)
interest and taxes; (ii) brokerage commissions; (iii) premium for
fidelity and other insurance coverage requisite to the Company's
operations; (iv) the fees and expenses of its non-interested directors;
(v) legal, audit and fund accounting expenses; (vi) custodian and
transfer agent fees and expenses; (vii) expenses incident to the
redemption of its shares; (viii) fees and expenses related to the
registration under federal and state securities laws of shares of the
Company for public sale; (ix) expenses of printing and mailing
prospectuses, reports, notices and proxy material to shareholders of
the Company; (x) all other expenses incidental to holding meetings of
the Company's shareholders; and (xi) such extraordinary non-recurring
expenses as may arise, including litigation affecting the Company and
any obligation which the Company may have to indemnify its officers and
Directors with respect thereto. Any officer or employee of HL Advisors
or of any entity controlling, controlled by or under common control
with HL Advisors, who may also serve as officers, directors or
employees of the Company shall not receive any compensation from the
Company for their services.
6. Compensation of HL Advisors.
As compensation for the services rendered by HL Advisors, each
Portfolio shall pay to HL Advisors as promptly as possible after the
last day of each month during the term of this Agreement, a fee accrued
daily and paid monthly, based upon the following annual rates and upon
the calculated daily net asset value of the Portfolio:
Net Asset Value Annual Rate
--------------- -----------
First $250,000,000 0.575%
Next $250,000,000 0.525%
Next $500,000,000 0.475%
Amount Over $1 0.425%
Billion
HL Advisors, or an affiliate of HL Advisors, may agree to subsidize any
of the Portfolios to any level that HL Advisors, or any such affiliate,
may specify. Any such undertaking may be modified or discontinued at
any time.
If it is necessary to calculate the fee for a period of time which is
less than a month, then the fee shall be (i) calculated at the annual
rates provided above but prorated for the number of days elapsed in the
month in question as a percentage of the total
number of days in such month, (ii) based upon the average of the
Portfolio's daily net asset value for the period in question, and (iii)
paid within a reasonable time after the close of such period.
7. Liability of HL Advisors.
HL Advisors shall not be liable for any loss or losses sustained by
reason of any investment including the purchase, holding or sale of any
security, or with respect to the administration of the Company, as long
as HL Advisors shall have acted in good faith and with due care;
provided, however, that no provision in this Agreement shall be deemed
to protect HL Advisors against any liability to the Company or its
shareholders by reason of 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. Duration of Agreement.
(a) This Agreement shall be effective on _________________ , 1998 and
shall continue in effect through ___________________ , 199_. 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 a 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 at any time without the
payment of any penalty either by a vote of a majority of the
members of the Board of Directors of the Company or by a vote of a
majority of the Portfolio's outstanding voting securities, on sixty
days' prior written notice to HL Advisors; (2) shall immediately
terminate in the event of its assignment and (3) may be terminated
by HL Advisors on sixty days' prior written notice to the
Portfolio, but such termination will not be effective until the
Portfolio shall have contracted with one or more persons to serve
as a successor investment adviser for the Portfolio and such
person(s) shall have assumed such position.
(c) As used in this Agreement, the terms "assignment", "interested
person" and "vote of majority of the Company's outstanding voting
securities" shall have the meanings set forth for such terms in the
1940 Act, as amended.
(d) Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party to
this Agreement to whom such notice is to be given at such party's
current address.
10. Additional Series.
The amendment of this Agreement for the sole purpose of adding one or
more Portfolios shall not be deemed an amendment affecting an already
existing Portfolio and requiring the approval of shareholders of that
Portfolio.
11. Invalid Provisions.
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.
12. Governing Law.
To the extent that federal securities laws do not apply, this Agreement
and all performance hereunder shall be governed by the laws of the
State of Connecticut which apply to contracts made and to be performed
in the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the ________________ day of _________________, 1998.
HL INVESTMENT ADVISORS, INC.
__________________________________
By:
Title:
HARTFORD SERIES FUND, INC.
on behalf of:
Hartford Growth and Income HLS Fund
__________________________________
By:
Title:
ATTACHMENT A
The following series of the Hartford Series Fund, Inc. is made a part of this
agreement:
Hartford Growth and Income HLS Fund
Dated:
