EXHIBIT d.(iii)
Form of Amended and Restated
Investment Advisory Agreement
INVESTMENT ADVISORY AGREEMENT
This Amended and Restated Investment Management Agreement
("Agreement") is made by and between HL Investment Advisors LLC, 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.
WITNESSETH:
WHEREAS, the Company and HL Advisors wish to enter into an Agreement
setting forth the terms upon which HL Advisors will perform certain services
for each Portfolio of the Company as listed on Attachment A.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein contained, the parties hereto agree as follows:
1. The Company hereby employs HL Advisors to manage the investment and
reinvestment of the assets of each Portfolio subject to the terms and
conditions of the investment objectives, policies, and restrictions of each
Portfolio and to the supervision of the Board of Directors of the Company (the
"Board of Directors") for the period and on the terms set forth herein. HL
Advisors hereby accepts such employment and agrees during such period to assume
the obligations herein set forth for the compensation herein provided.
2. In carrying out its obligations to manage the investment and
reinvestment of the assets of each Portfolio, HL Advisors shall:
a. Make all determinations with respect to the investment of the assets
of each Portfolio 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 as to the manner in which voting rights,
rights to consent to corporate action, and any other non-investment decisions
pertaining to each Portfolio's portfolio securities should be exercised.
b. Regularly furnish reports to the Company at periodic meetings of the
Board of Directors and at such other times as may be reasonably requested by the
Board of Directors, which reports shall include HL Advisor's economic outlook
and investment strategy, and a discussion of the portfolio activity and
performance of each Portfolio since the last such report.
c. Select the brokers or dealers that will execute the purchases and
sales of portfolio securities for each Portfolio and place, in the name of each
Portfolio or its nominee, all such orders. When placing such orders, HL Advisors
shall use its best efforts to obtain the best net price available for each
Portfolio. Subject to and in accordance with any directions which the Board of
Directors may issue from time to time, HL Advisors may also be authorized to
effect individual securities transactions at commission rates in excess of the
minimum commission rates available if HL Advisors determines in good faith that
such amount of commission was
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 Advisor's overall responsibilities with respect to each
Portfolio and HL Advisor'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. HL Advisors will promptly
communicate to the Board of Directors such information relating to portfolio
transactions as they may reasonably request.
3. a. As compensation for the performance of the services by HL
Advisors, each Portfolio will 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, as shown on Attachment B attached hereto.
b. To the extent that HL Advisors recaptures commissions or fees on
behalf of each Portfolio, it will reduce the compensation payable to it by each
Portfolio by the net amount of such commissions or fees recaptured, after
deduction of direct charges incurred therewith.
c. If the compensation payable under this Agreement shall commence as
of a date which shall not be the first day of a month or if this Agreement is
terminated as of a date which shall not be the last day of a month, such fee,
which shall be paid in case of termination as promptly as possible after the
date of termination, shall be prorated from the date of commencement or to the
date of termination as the case may be
d. The daily net asset value of each Portfolio shall be calculated on
each day on which the New York Stock Exchange is open for business at the close
of such Exchange.
4. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of HL Advisors to engage in any other business or
to devote his 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 HL Advisors to engage in any other business or to
render services of any kind to any other corporation, firm, individual or
association.
5. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of the obligations and duties of HL Advisors hereunder, HL
Advisors shall not be subject to liability to each Portfolio or to any
Shareholder for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
6. (a) This Agreement shall become effective as of August 1, 2002. This
Agreement, unless sooner terminated, 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 in interest of the Shareholders, and (2)
in either event, by the vote of a majority of the members of the Board of
Directors who are not parties to the Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on the
Agreement.
(b) This Agreement (1) may be terminated at any time without the
payment of any penalty either by a vote of the majority of the members of the
Board of Directors or by a vote of the majority in interest of the Shareholders,
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 ninety days prior written notice to the Company, but such
termination will not be effective until the Company has contracted with one or
more persons to serve as a successor Manager for each Portfolio. HL Advisors
hereby agrees that, in the event of a termination under this subparagraph (b),
it will continue to act as investment adviser until its successor or successors
assume such undertaking.
(c) As used in this Section the terms "assignment" and "interested
person" 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 in the office of
such party.
7. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the 1st day of August, 2002.
ATTEST: HARTFORD SERIES FUND, INC.
__________________________ By:_______________________
ATTEST: HL INVESTMENT ADVISORS LLC
__________________________ By:_______________________
ATTACHMENT A
The following series of the Hartford Series Fund, Inc. are made a part of
this agreement:
Hartford Bond HLS Fund
Hartford Index HLS Fund
Hartford Money Market HLS Fund
Hartford Mortgage Securities HLS Fund
Dated: August 1, 2002
ATTACHMENT B
The 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:
INDEX HLS FUND
NET ASSET VALUE ANNUAL RATE
All Assets 0.200%
MONEY MARKET HLS FUND AND MORTGAGE SECURITIES HLS FUND
NET ASSET VALUE ANNUAL RATE
All Assets 0.250%
BOND HLS FUND
NET ASSET VALUE ANNUAL RATE
First $250,000,000 0.325%
Next $250,000,000 0.300%
Next $500,000,000 0.275%
Amount Over $1 Billion 0.250%
Dated: August 1, 2002
