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EXHIBIT (d).8
INTERIM INVESTMENT SUB-ADVISORY AND MANAGEMENT AGREEMENT
THIS AGREEMENT is made this 2nd day of April 2001, by and between HL
Investment Advisors, LLC, a Connecticut limited liability company ("HL
Advisors") and Hartford Investment Management Company, a Delaware corporation
("HIMCO").
WHEREAS, HL Advisors has entered into an interim agreement for the
provision of investment management services (the "Principal Advisory Contract")
to Fortis Series Fund, Inc. (the "Fund"), and
WHEREAS, HL Advisors wishes to engage HIMCO to provide investment
management services as sub-adviser to the series of shares of the Fund listed on
Attachment A (each a "Series" and together the "Series"), and
WHEREAS, HIMCO is willing to perform such services on behalf of the
Series 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. INVESTMENT ADVISORY AND MANAGEMENT SERVICES.
HL Advisors hereby engages HIMCO, and HIMCO hereby agrees to act, as
sub-adviser for, and to manage the investment of the assets of, the Series of
the Fund identified in Exhibit A.
The investment of the assets of the Series shall at all times be
subject to the applicable provisions of the Articles of Incorporation and
By-laws of the Fund and the current Registration Statement (including the
Prospectus and Statement of Additional Information) of the Series and shall
conform to the policies and restrictions of the Series as set forth in such
Registration Statement and any additional limitations as may be adopted from
time to time by the Board of
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Directors of the Fund and communicated to HIMCO. Within the framework of the
investment policies, restrictions and limitations of the Series, HIMCO 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; provided,
however, that the appointment of HIMCO as sub-adviser for a Series pursuant
hereto shall in no way limit or diminish HL Advisors' obligations and
responsibilities under the Interim Investment Advisory and Management Agreement.
HIMCO shall report to HL Advisors and 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 HIMCO
to the investment policies, restrictions and limitations of such Series.
HIMCO 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 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. HIMCO hereby further agrees that, upon the
termination of this Agreement, all reports, books and records pertaining to
HIMCO's activities under this Agreement shall be promptly segregated and
returned to the Fund free from any claim or retention of rights by HIMCO.
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2. COMPENSATION FOR SERVICES.
(a) In payment for all services, facilities, equipment and personnel,
and for other costs of HIMCO hereunder, HL Advisors shall pay to HIMCO a monthly
fee for each Series, which fee shall be paid to HIMCO 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 Articles of Incorporation,
By-Laws and currently effective Prospectus and Statement of Additional
Information of the Series. Exhibit A sets forth the fee on an annual basis.
A Series' monthly fee is one-twelfth (1/12) of its annual fee. The fee
shall be prorated for any fraction of a month at the commencement or termination
of this Agreement.
(b) Further:
(i) Any compensation paid under this Agreement shall be held
in an interest-bearing escrow account with the Series' custodian or a
bank (as defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act"), mutually acceptable to the parties hereto.
(ii) If the holders of a majority of a Series' outstanding
voting securities approve a new Investment Sub-Advisory Agreement with
HIMCO before 150 days after April 2, 2001, the amount in the escrow
account (including interest earned thereon) with respect to such
Portfolio shall be paid to HIMCO.
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(iii) If the holders of a majority of a Series' outstanding
voting securities do not approve a new Investment Sub-Advisory
Agreement with HIMCO, HIMCO shall be paid, from the escrow account, an
amount equal to the lesser of:
(a) any costs incurred in performing this Agreement
with respect to such Series (plus interest earned on that
amount in the escrow account); and
(b) the total amount in the escrow account with
respect to such Series (plus interest earned thereon).
3. FREEDOM TO DEAL WITH THIRD PARTIES.
HIMCO 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.
4. EFFECTIVE DATE DURATION AND TERMINATION OF AGREEMENT.
This Agreement shall become effective on April 2, 2001 with respect to
each Series and will continue in effect with respect to a Series until the
earlier of (i) the date when a new Investment Sub-Advisory Agreement between HL
Advisors and HIMCO is implemented with respect to that Series and (ii) the date
150 days after the date of this Agreement.
This Agreement may be terminated at any time with respect to a Series,
without the payment of any penalty, by the Directors of the Series, by the vote
of a majority of the outstanding voting securities of the Series, or by HL
Advisors, on ten days' written notice to HIMCO, or by HIMCO on sixty days'
written notice to HL Advisors. This Agreement will automatically terminate,
without the payment of any penalty, in the event of its assignment (as defined
in the Investment Company Act).
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Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding voting securities 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.
5. AMENDMENTS TO AGREEMENT.
No material amendment to this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Series that 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.
(a) 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.
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IN WITNESS WHEREOF, HL Advisors and HIMCO have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
HL INVESTMENT ADVISORS, LLC
/s/ Xxxxx X. Xxxxxxxxxxxx
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By:
Title: Senior Vice President
HARTFORD INVESTMENT MANAGEMENT COMPANY
/s/ Xxxxxx X. Xxxxxxx
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By:
Title: President
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SCHEDULE A
Portfolios Sub-Advisory Rate
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Fortis Diversified Income Series Cost Reimbursement
Fortis High Yield Series Cost Reimbursement
Fortis Money Market Series Cost Reimbursement
Fortis U.S. Government Securities Series Cost Reimbursement
