EXHIBIT (d).2
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
THIS AGREEMENT, made this 1st day of May 1994, by and between Fortis
Series Fund, Inc., a Minnesota corporation (the "Fund") and Fortis Advisers,
Inc., a Minnesota corporation ("Advisers").
1. INVESTMENT ADVISORY AND MANAGEMENT SERVICES.
The Fund hereby engages Advisers, and Advisers hereby agrees to act,
as investment adviser for, and to manage the affairs, business and the
investment of the assets of the High Yield Series, the Growth & Income Series,
and the Aggressive Growth Series of the Fund. Each such Series is herein
individually referred to as a "Series," and the Series are herein collectively
referred to as the "Series."
The investment of the assets of the Series shall at all times be
subject to the applicable provisions of the Articles of Incorporation, Bylaws,
Registration Statement and current Prospectus of the Fund and shall conform to
the policies and purposes of the Fund and the Series as set forth in the
Registration Statement and Prospectus and as interpreted from time to time by
the Board of Directors of the Fund. Within the framework of the investment
policies of the Series, Advisers shall have the sole and exclusive
responsibility for the management of the Series and the making and execution of
all investment decisions for the Series. Advisers shall report to the Board of
Directors regularly at such times and in such detail as the Board may from time
to time determine to be appropriate, in order to permit the Board to determine
the adherence of Advisers to the investment policies of the Series.
Advisers shall, at its own expense, furnish the Fund suitable office
space, and all necessary office facilities, equipment and personnel for
servicing the investments of the Fund. Advisers shall arrange, if required by
the Fund, for officers, employees or other affiliates of Advisers to serve
without compensation from the Fund as directors, officers, or employees of the
Fund if duly elected to such positions by the shareholders or directors of the
Fund.
Advisers shall create and maintain all reports, books and records
relating to its
activities and obligations under this Agreement in such a manner as will meet
the obligations of the Fund under the Investment Company Act of 1940, applicable
federal and state tax and insurance laws and regulations and any other law or
regulation which may be or become applicable to the Fund. All such reports,
books and records shall be the property of the Fund. Furthermore, such reports,
books and records shall at all reasonable times be available for copying and
otherwise open to inspection and audit by the Securities and Exchange
Commission, banking and insurance regulators and other authorities and
regulators having authority over the Fund, and by officers and employees of, and
auditors employed by, the Fund. Advisers hereby further agrees that, upon the
termination of this Agreement, all reports, books and records pertaining to
Adviser's activities under this Agreement shall be promptly segregated and
returned to the Fund free from any claim or retention of rights by Advisers.
2. COMPENSATION FOR SERVICES.
In payment for all services, facilities, equipment and personnel, and
for other costs of Advisers hereunder, the Fund shall pay to advisers a monthly
fee for each Series, which fee shall be paid to Advisers not later than the
fifth business day of the month following the month in which such services are
rendered. Each such monthly fee shall be at the rate or rates set forth below
and shall be based on the average of the net asset values of all of the issued
and outstanding shares of the respective Series as determined as of the close of
each business day of the month pursuant to the Article of Incorporation, Bylaws
and currently effective Prospectus and Statement of Additional Information of
the Fund. The following table sets forth the fees on a monthly and annual
basis:
Equivalent
Monthly Annual Average Asset
Rate Rate Values of the Series
---- ---- --------------------
High Yield Series 1/12 of .5% .5% On the first $250,000,000
1/12 of .45% .45% On average assets over $250,000,000
Growth & Income Series 1/12 of .7% .7% On the first $100,000,000
1/12 of .6% .6% On average assets over $100,000,000
Aggressive Growth Series 1/12 of .7% .7% On the first $100,000,000
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1/12 of .6% .6% On average assets over $100,000,000
The fees shall be prorated for any fraction of a month at the
commencement or termination of this Agreement.
3. ALLOCATION OF EXPENSES.
(a) In addition to the fees described in Section 2 hereof, the Fund
shall pay all its expenses which are not assumed by Advisers, Fortis Investors,
Inc. ("Investors") or any other person. These Fund expenses include, by way of
example, but not by way of limitation, the fees and expenses of directors and
officers of the Fund who are not "affiliated persons" of Advisers, interest
expenses, taxes, brokerage fees and commissions, fees and expenses of
registering and qualifying the Fund and its shares for distribution under
federal and state securities laws, expenses of preparing prospectuses and of
printing and distributing prospectuses and Statements of Additional Information
annually to existing shareholders and existing insurance contract owners,
custodian charges, auditing and legal expenses, insurance expenses, association
membership dues, and the expense of reports to shareholders, shareholders'
meetings, and proxy solicitations. Advisers shall bear the costs of acting as
the Fund's transfer agent, registrar, and dividend disbursing agent.
(b) Advisers (or Investors or Fortis Benefits Insurance Company or
First Fortis Life Insurance Company) shall bear all promotional expenses in
connection with the distribution of the Fund's shares, including paying for
prospectuses and shareholder reports for new shareholders and new insurance
contract owners, and the costs of sales literature.
4. LIMIT ON EXPENSES.
Out of its advisory fee, but not in excess thereof, Advisers shall
reimburse the Fund for each Series' expenses from the date of the initial public
offering until the date a Series' aggregate net assets first reach $10,000,000,
to the extent that the aggregate expenses of the Series (including the
investment advisory and management fees for such Series under paragraph 2 of
this Agreement, but excluding interest, taxes, brokerage fees and commissions)
exceed an amount equal, on an annual basis, to the following percentage of the
average daily net assets of
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the Series:
High Yield Series .80%
Growth & Income Series 1.00%
Aggressive Growth Series 1.00%
5. FREEDOM TO DEAL WITH THIRD PARTIES.
Advisers shall be free to render services to others similar to those
rendered under this Agreement or of a different nature except as such services
may conflict with the services to be rendered or the duties to be assumed
hereunder.
6. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.
This Agreement shall be effective as to each Series on May 1, 1994.
Wherever referred to in this Agreement, the vote or approval of the holders of a
majority of the outstanding voting securities of a Series or of the Fund shall
mean the vote of 67% or more of such securities if the holders of more than 50%
of such securities are present in person or by proxy or the vote of more than
50% of such securities, whichever is less.
Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect only so long as such continuance is specifically approved at
least annually (a) by the Board of Directors of the Fund, or, with respect to a
particular Series, by the vote of the holders of a majority of the outstanding
voting securities of such Series, and (b) by a majority of the directors who are
not interested persons of Advisers or of the Fund cast in person at a meeting
called for the purpose of voting on such approval; provided that, if a majority
of the outstanding voting securities of any of the Series approves this
Agreement, this Agreement shall continue in effect with respect to such
approving Series whether or not the shareholders of any other Series of the Fund
approve this Agreement.
This Agreement may be terminated at any time without the payment of
any penalty by the vote of the Board of Directors of the Fund, or by Advisers,
upon sixty (60) days'
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written notice to the other party. This Agreement may be terminated with
respect to a particular Series at any time without the payment of any penalty by
the vote of the holders of a majority of the outstanding voting securities of
such Series, upon sixty (60) days' written notice to Advisers. Any termination
may be made effective with respect to both the investment advisory and
management services provided for in this Agreement or with respect to either of
such kinds of services. This Agreement shall automatically terminate in the
event of its assignment.
7. AMENDMENTS TO AGREEMENT.
No material amendment to this Agreement shall be effective until
approved by vote of the holders of majority of the outstanding voting securities
of the Series which have approved and are subject to this Agreement. In
addition, if a majority of the outstanding voting securities of any Series of
the Fund votes to amend this Agreement, such amendment shall be effective with
respect to such Series whether or not the shareholders of any other Series vote
to adopt such amendment.
8. NOTICES. Any notice under this Agreement shall be in writing,
addressed, delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate in writing for receipt of such notice.
IN WITNESS WHEREOF, the Fund and Advisers have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.
FORTIS SERIES FUND, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Its President
FORTIS ADVISERS, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Its President
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