Exhibit 99.d(xii)
INVESTMENT SUB-ADVISORY AGREEMENT
This Investment Sub-Advisory Agreement is made by and between HL Investment
Advisors, LLC, a Connecticut limited liability company ("HL Advisors") and
Holland Capital Management, L.P., a Delaware limited partnership ("Holland").
WHEREAS, HL Advisors has entered into an agreement for the provision of
investment management services to Hartford HLS Series Fund II, Inc. (the
"Company"), and
WHEREAS, HL Advisors wishes to engage the services of Holland as
Sub-Adviser to the series of shares of the Company known as Hartford LargeCap
Growth HLS Fund (the "Portfolio"), and
WHEREAS, Holland is willing to perform advisory services on behalf of the
Portfolio 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 Holland to serve as Sub-Adviser with respect to
the assets of the Portfolio and to perform the services hereinafter set
forth subject to the terms and conditions of the investment objectives,
policies and restrictions of the Portfolio, and Holland hereby accepts such
employment and agrees during such period to assume the obligations herein
set forth for the compensation herein provided.
2. Holland shall evaluate and implement an investment program appropriate for
the 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 Holland.
3. Holland, in consultation with HL Advisors when appropriate, will make all
determinations with respect to the investment of the assets of the
Portfolio and the purchase or sale of portfolio securities, and shall take
such steps as may be necessary to implement the same. Holland shall have
day-to-day responsibility for the discretionary investment decisions to be
made on behalf of the Portfolio, subject to oversight by HL Advisors. Such
oversight shall not require prior approval of Holland's discretionary
investment decisions except as may be required by, and any restriction
imposed by, the Company's Board of Directors or HL Advisors. Holland shall
also be responsible for the voting of proxies related to the Portfolio's
securities.
4. Holland will regularly furnish reports with respect to the Portfolio 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 Holland's economic outlook and investment
strategy and a discussion of the Portfolio's activity and the performance
of the Portfolio 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. Holland shall manage the 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 the investment objectives, policies and restrictions of the Portfolio
as set forth in the Portfolio's 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 Company's Board of Directors or HL Advisors may from
time to time establish and deliver to Holland.
In addition, Holland will use its best efforts to cause the Portfolio to
comply with the requirements of (a) Section 851(b)(2) of the Internal
Revenue Code of 1986, as amended (the "Code") regarding derivation of
income from specified investment activities, and (b) Sections 851(b)(4) and
817(h) of the Code regarding diversification of the Portfolio's assets.
This does not include the effect of actions taken or omitted by HL
Advisors, the Portfolio or the Portfolio's custodian that are taken or
omitted without Holland's express direction to take or omit to take such
action(s).
6. Holland will select the brokers or dealers that will execute the purchases
and sales of portfolio securities for the Portfolio and place all such
orders in the name of each Portfolio or its nominees. HL Advisors shall
take such action as are necessary or appropriate so that Holland may advise
Portfolio's custodian of trades effected for or on account of the
Portfolio, for custodian to follow the instructions of Holland for the
clearance and settlement of such trades and for Portfolio's custodian to
settle the trades Holland has effected for or on account of the Portfolio.
When placing orders, Holland shall use its best efforts to obtain the best
net security price available for the Portfolio. Subject to and in
accordance with any directions that the Board of Directors may issue from
time to time, Holland is authorized to effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if Holland 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 Holland's overall responsibilities
with respect to the Portfolio and Holland'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. Holland
will promptly communicate to the Board of Directors such information
relating to portfolio transactions as they may reasonably request. It is
understood and agreed that Holland has other clients with investment
objectives and policies the same as or similar to those of the Portfolio,
and Holland may, from time to time, make recommendations and effect
transactions for such other clients at the same or similar times and in the
same securities on the same or other side of the market as transactions for
Portfolio. Holland may aggregate transactions for Portfolio with
transactions for other Holland clients, in the same security at or about
the same time. In such event, Holland shall equitably allocate the
securities bought or sold, the net proceeds of sale or cost of securities
purchased consistent with its obligations to Portfolio and Holland's other
clients.
7. (a) As compensation for the performance of the services by Holland
hereunder, HL Advisors shall pay to Holland, as promptly as possible
after the last day of each calendar year quarter, a fee accrued daily
and paid quarterly, based upon the following annual rates and
calculated based upon the average daily net asset values of the
Portfolio as follows:
SUB-ADVISORY RATE
-----------------
PORTFOLIO ASSETS ANNUAL RATE
--------- ------ -----------
Hartford LargeCap Growth Fund First $100 Million 0.400%
Next $100 Million 0.300%
Next $300 Million 0.250%
Next $500 Million 0.200%
Over $1 Billion 0.150%
Holland 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) Holland will be responsible for its expenses in connection with the
performance of its services under this Agreement. Holland will not, in
any way, be obligated to pay any of the costs or expenses of HL
Advisors, the Portfolio and the Company other than any indemnification
obligation provided for in this Agreement and any liabilities of
Holland
to any one or more of the foregoing arising by operation of law or
agreement separate from this Agreement.
(c) Holland will be paid its fees and indemnification by HL Advisors and
will not be entitled to receive any payment for the performance of its
services hereunder from the Portfolio or the Company.
(d) Holland agrees to notify HL Advisors of any change in Holland's
personnel that are directly involved in the management of the
Portfolio within a reasonable time following the occurrence of such
change.
8. Holland 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 Holland shall have acted in good faith and with due care; provided,
however, that no provision in this Agreement shall be deemed to protect
Holland, and Holland shall indemnify HL Advisors and hold harmless HL
Advisors, for any and all loss, damage, judgment, fine or award paid in
settlement and attorney's fees related to Holland's willful misfeasance,
bad faith or negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties under this Agreement.
Holland shall be indemnified and held harmless for any loss, damages,
claim, judgment, fine or settlement of any of the foregoing and attorneys'
fees and expenses, arising out of or relating to this Agreement other than
by reason of Holland's willful misfeasance, bad faith, negligence or
reckless disregard of its obligations and duties under this Agreement.
9. (a) This Agreement shall become effective on December 22, 2003 and shall
continue in effect for two years. 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, if such an in
person meeting is required under the Investment Company Act of 1940,
as amended.
(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 60 days' written notice to Holland, (2) shall immediately
terminate in the event of its assignment, (3) may be terminated by
Holland 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 dated April 30, 2002.
(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 Holland 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 Holland 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 Holland's name or refer to Holland or Holland's clients in marketing
and promotional materials without prior notification to and authorization
by Holland, 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the 12th day of December, 2003.
HL INVESTMENT ADVISORS, LLC
By:/s/ Xxxxx X. Xxxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxxx
Title: Senior Vice President
HOLLAND CAPITAL MANAGEMENT, L.P.
By: Holland Capital Management, Inc., its
general partner
By:/s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President
