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 evaluate and implement 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 as
determined by HL Advisors and Wellington Management.
3. Wellington Management, in consultation with HL Advisors when appropriate,
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 shall manage each Portfolio in conformity with the
Company's Articles of Incorporation and By-laws, each as amended from time
to time, and the Investment Company Act of 1940, as amended, other
applicable laws, and to the investment objectives, policies and
restrictions of each Portfolio as set forth in the Portfolios' prospectus
and statement of additional information, or any investment guidelines or
other instructions received in writing from HL Advisors, and subject
further to such policies and instructions as the Board of Directors or HL
Advisors may from time to time establish and deliver to Wellington
Management.
In addition, Wellington Management will cause the Portfolios to comply with
the requirements of (a) Section 851(b)(2) of the Internal Revenue Code of
1986, as amended regarding derivation of income from specified investment
activities; and (b) Section 851(b)(3) of the Code regarding diversification
of the Portfolios' assets.
6. 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.
7. (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.
8. 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 no provision in this Agreement
shall be deemed to protect Wellington Management, and Wellington Management
shall indemnify HL Advisors, for any and all loss, damage, judgment, fine
or award paid in settlement and attorney's fees related to Wellington
Managements' 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.
9. (a) This Amended and Restated Sub-Advisory Agreement shall become
effective on August 28, 2002. This Agreement, unless sooner terminated
in accordance with 9(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 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
[The remainder of this page is left blank intentionally.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of August 28, 2002.
HL INVESTMENT ADVISORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Senior Vice President
WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President and Partner
ATTACHMENT A
The following series of the Hartford Series Fund, Inc. are made a part of this
agreement:
Hartford Focus HLS Fund
Hartford Global Communications HLS Fund
Hartford Global Financial Services HLS Fund
Hartford Global Health HLS Fund
Hartford Global Leaders HLS Fund
Hartford Global Technology HLS Fund
Hartford Growth and Income HLS Fund
Hartford Growth HLS Fund
Hartford International Capital Appreciation HLS Fund
Hartford International Small Company HLS Fund
Hartford MidCap Value HLS Fund
Hartford Value HLS Fund
Dated: August 28, 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:
GLOBAL COMMUNICATIONS HLS FUND(1), GLOBAL FINANCIAL SERVICES HLS FUND(1), GLOBAL
HEALTH HLS FUND(1) AND GLOBAL TECHNOLOGY HLS FUND(1)
NET ASSET VALUE ANNUAL RATE
First $100,000,000 0.450%
Next $400,000,000 0.350%
Amount Over $500,000,000 0.300%
GROWTH AND INCOME HLS FUND(1)
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%
GLOBAL LEADERS HLS FUND(1), GROWTH HLS FUND(1) AND MIDCAP VALUE HLS FUND(2)
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%
FOCUS HLS FUND(2)
NET ASSET VALUE ANNUAL RATE
First $50,000,000 0.400%
Next $100,000,000 0.300%
Amount Over $150,000,000 0.250%
INTERNATIONAL CAPITAL APPRECIATION HLS FUND(2)
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 0.225%
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(1) Wellington Management will waive sub-advisory fees on the first $50 million
of assets (excluding seed money).
(2) Wellington Management will waive sub-advisory fees until the assets reach
$50 million (excluding seed money) or until six (6) months from seeding the
fund, whichever occurs first.
INTERNATIONAL SMALL COMPANY HLS FUND(2)
NET ASSET VALUE ANNUAL RATE
First $50,000,000 0.400%
Next $100,000,000 0.350%
Amount Over $150,000,000 0.275%
VALUE HLS FUND(2)
NET ASSET VALUE ANNUAL RATE
First $50,000,000 0.350%
Next $100,000,000 0.275%
Next $350,000,000 0.225%
Next $500,000,000 0.200%
Amount Over $1 Billion 0.175%
Dated: August 28, 2002
