EXHIBIT(d)
INVESTMENT MANAGEMENT AGREEMENT
This Agreement is made by and between Hartford Investment Financial
Services, LLC, a Delaware limited liability company ("HIFSCO") and
Hartford-Fortis Series Fund, Inc., a Maryland corporation (the "Company"),
whereby HIFSCO will act as investment manager to each series of the Company
listed on Attachment A (each a "Portfolio" and together the "Portfolios") and
any future series as agreed to between HIFSCO and the Company.
WHEREAS, the Company and HIFSCO wish to enter into an agreement setting
forth the services to be performed by HIFSCO 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 HIFSCO and HIFSCO 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.
HIFSCO 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
HIFSCO 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) HIFSCO 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) HIFSCO shall provide such economic and statistical data relating
to each Portfolio and such information concerning important
economic, political and other developments as HIFSCO shall deem
appropriate or as shall be requested by the Company's Board of
Directors.
3. ADMINISTRATIVE SERVICES.
In addition to the performance of investment advisory services HIFSCO
shall perform the following services in connection with the management
of the Company:
(a) assist in the supervision of all aspects of the Company's
operation, including the coordination of all matters relating to
the functions of the custodian, transfer agent or other
shareholder servicing agents (if any), accountants, attorneys and
other parties performing services or operational functions for
the Company;
(b) provide the Company with the services of persons, who may be
HIFSCO's officers or employees, competent to serve as officers of
the Company and to perform such administrative and clerical
functions as are necessary in order to provide effective
administration for the Company, including the preparation and
maintenance of required reports, books and records of the
Company; and
(c) provide the Company with adequate office space and related
services necessary for its operations as contemplated in this
Agreement.
4. SUB-ADVISERS AND SUB-CONTRACTORS.
HIFSCO, 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. In addition, HIFSCO may subcontract for any of the
administrative services listed in Section 3.
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5. BROKERAGE TRANSACTIONS.
When placing orders for the purchase or sale of a Portfolio's
securities, HIFSCO 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, HIFSCO 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 HIFSCO 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 HIFSCO's 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. HIFSCO or the subadviser will
promptly communicate to the Board of Directors such information
relating to portfolio transactions as the Board may reasonably request.
6. 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 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 HIFSCO or of any entity controlling,
controlled by or under common control with HIFSCO, who may also serve
as officers, directors or employees of the Company shall not receive
any compensation from the Company for their services.
7. COMPENSATION OF HIFSCO.
As compensation for the services rendered by HIFSCO, each Portfolio
shall pay to HIFSCO 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:
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The Hartford Tax-Free National Fund
Net Asset Value Annual Rate
--------------- -----------
First $50,000,000 0.80%
Next $50,000,000 0.70%
The Hartford Tax-Free Minnesota Fund
Net Asset Value Annual Rate
--------------- -----------
First $50,000,000 0.72%
Next $50,000,000 0.70%
The Hartford U.S. Government Securities Fund
Net Asset Value Annual Rate
--------------- -----------
First $50,000,000 0.80%
Next $50,000,000 0.70%
The Hartford Growth Fund
The Hartford Growth Opportunities Fund
The Hartford SmallCap Growth Fund
The Hartford Value Opportunities Fund
Net Asset Value Annual Rate
--------------- -----------
First $100,000,000 1.00%
Next $150,000,000 0.80%
Over $250,000,000 0.70%
HIFSCO, or an affiliate of HIFSCO, may agree to subsidize any of the
Portfolios to any level that HIFSCO, 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.
8. LIABILITY OF HIFSCO.
HIFSCO 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 HIFSCO shall have acted in good faith and with due care; provided,
however, that no provision in this Agreement shall be deemed to protect
HIFSCO against any liability to the Company or its shareholders by
reason of its willful misfeasance, bad faith or gross negligence (or,
alternatively, in respect of any Portfolio for which the sub-adviser at
the time of such loss is The Hartford Investment Management Company,
its negligence) in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
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9. DURATION OF AGREEMENT.
(a) This Agreement shall be effective on February 19, 2002 and shall
continue in effect through February 18, 2004. 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 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 HIFSCO; (2) shall immediately
terminate in the event of its assignment and (3) may be
terminated by HIFSCO 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. OTHER ACTIVITIES.
Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of HIFSCO to engage in any other
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
HIFSCO to engage in any other business or to render services of any
kind to any other corporation, firm individual or association.
11. 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.
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12. 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.
13. 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 19th day of February 2002.
HARTFORD INVESTMENT FINANCIAL
SERVICES, LLC
/s/ Xxxxx X. Xxxxxxxxxxxx
-----------------------------
By: Xxxxx X. Xxxxxxxxxxxx
Title: Senior Vice President
HARTFORD-Fortis SERIES Fund,
Inc., on behalf of its series listed on
Attachment A
/s/ Xxxxx X. Xxxxxxxxxxxx
-----------------------------
By: Xxxxx X. Xxxxxxxxxxxx
Title: President
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ATTACHMENT A
HARTFORD-FORTIS SERIES FUND, INC.
The following series of Hartford-Fortis Series Fund, Inc. are made a part of
this Agreement:
The Hartford SmallCap Growth Fund
The Hartford Growth Opportunities Fund
The Hartford Value Opportunities Fund
The Hartford Growth Fund
The Hartford Tax-Free Minnesota Fund
The Hartford Tax-Free National Fund
The Hartford U.S. Government Securities Fund
