INVESTMENT SUB-ADVISORY AGREEMENT
Agreement dated October 1, 2004 by and
between HL Investment Advisors, LLC, a
Connecticut limited liability company (the
"Manager") and Northern Capital Management,
LLC, a limited liability company organized
under the laws of Delaware (the "Sub-Adviser")
whose principal office is located at 0000
Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxx 00000.
WHEREAS, the Manager serves as the
investment adviser and manager for Hartford
HLS Series Fund II, Inc. (the "Company"),
an open-end, management investment company
registered with the Securities and Exchange
Commission ("SEC") pursuant to the Investment
Company Act of 1940, as amended ("1940 Act"),
that comprises a number of separate series;
WHEREAS, the Manager desires to retain
the Sub-Adviser to assist the Manager in
furnishing an investment program with respect
to one series of the Company, the Hartford
MidCap Stock HLS Fund (the "Portfolio);
NOW, THEREFORE, in consideration of the
mutual agreements herein made, the Manager
and the Sub-Adviser agree as follows:
1. APPOINTMENT AND EXPENSES OF THE
SUB-ADVISER. The Manager hereby appoints
the Sub-Adviser to serve as sub-adviser with
respect to the assets of the Portfolio,
(the "Assets") and to perform the services
hereinafter set forth and the Sub-Adviser
hereby accepts such appointment. The
Sub-Adviser agrees, for the compensation
herein provided, to assume all obligations
herein provided and bear all its personnel
and other expenses associated with the
performance of its services hereunder.
The Company shall be responsible for the
Portfolio's administrative and other direct
expenses, including, but not limited to:
(a) fees pursuant to any plan of distribution
that the Portfolio may adopt; (b) the
Portfolio's brokerage and commission
expenses, including all ordinary and
reasonable transaction costs; (c) fees
and expenses of pricing services used by
the Company to determine the value of the
Portfolio's holdings; (d) Federal, state,
local and foreign taxes, including issue
and transfer taxes incurred by or levied on
the Portfolio; (e) interest charges on any
Portfolio borrowings; (f) the Company's
organizational and offering expenses;
(g) the cost of the Company's personnel
providing services to the Company;
(h) fees and expenses of registering the
Company's shares under the appropriate
Federal securities laws and of qualifying
the Company's shares under applicable state
securities laws and pursuant to any foreign
laws; (i) expenses of printing and
distributing reports to the Company's
shareholders, proxy materials, prospectuses
and distribution of dividends; (j) costs of
the Company's shareholders' meetings and
proxy solicitation; (k) charges and expenses
of the Company's custodian and registrar,
transfer agent and dividend disbursing agent;
(l) compensation of the Company's officers,
directors and employees that are not employed
by the Manager or its affiliates; (m) the
Company's legal and auditing expenses;
(n) cost of certificates representing shares
of the Portfolio; (o) the Company's costs of
stationery and supplies; (p) the Company's
insurance expenses; (q) the Company's
association membership dues; and (r) travel
expenses for attendance at Board of Directors
meetings by members of the Board of Directors
of the Company who are not employed by the
Manager or its affiliates. The Sub-Adviser
shall for all purposes herein be deemed to
be an independent contractor and shall,
except as expressly provided or authorized
(whether herein or otherwise), have no
authority to act for or on behalf of the
Company in any way or otherwise be deemed
an agent of the Company.
2. DUTIES OF THE SUB-ADVISER. The
Sub-Adviser will deal in good faith and
with due diligence and will use professional
skill, care and judgment in the performance
of its duties under this Agreement. In so
doing, the Sub-Adviser shall formulate and
implement a continuing program for the
management of the Assets of the Portfolio.
The Sub-Adviser shall amend and update such
program from time to time as financial and
other economic conditions warrant. The
Sub-Adviser shall make all determinations
with respect to the investment of the
Assets of the Portfolio and shall take
such steps as may be necessary to implement
the same, including the placement of purchase
and sale orders with respect to the Assets
on behalf of the Portfolio. The Sub-Adviser
shall not be responsible for providing
investment advice, and shall not act as
sub-adviser, with respect to any assets
of the Company, or any portfolio thereof,
other than the Assets of the Portfolio.
The Manager shall be responsible for the
administration of the investment activities
of the Company and the Portfolio, including
compliance with the requirements of the
1940 Act, the Internal Revenue Code of 1986,
as amended, and all other applicable federal
and state laws and regulations, except for
the investment management activities
specifically delegated to the Sub-Adviser
pursuant to this Agreement.
3. POWERS OF THE SUB-ADVISER.
3.1. The Sub-Adviser's power to
direct the investment and reinvestment of
the Assets of the Portfolio shall be exercised
in accordance with applicable law, the
Company's Articles of Incorporation and the
investment objectives, policies and
restrictions set forth in the then-current
Prospectus and Statement of Additional
Information (collectively the "Prospectus")
relating to the Portfolio contained in the
Company's Registration Statement under the
1940 Act and the Securities Act of 1933, as
amended. The Company and/or the Manager may
also place additional limitations on the
Sub-Adviser's investment decisions by
written notice to the Sub-Adviser. The
Company agrees to provide promptly to the
Sub-Adviser a copy of the documents mentioned
above and all changes made to such documents.
The Sub-Adviser shall not be bound by any
changes to the Company's Articles of
Incorporation or the Prospectus relating to
the Portfolio until the Sub-Adviser has
received written notice of any such change.
3.2. While the Sub-Adviser will
have day-to-day responsibility for the
discretionary investment decisions to be
made on behalf of the Assets of the Portfolio,
the Sub-Adviser will be subject to oversight
and supervision of the Manager. Such
oversight, however, shall not require
prior approval of discretionary investment
decisions made by the Sub-Adviser except
as may be required by applicable law, the
Portfolio's investment policies and
restrictions and/or any limitations
imposed on the Sub-Adviser by the Company
and/or the Manager pursuant to the preceding
paragraph. The Manager shall retain the
right to instruct the Sub-Adviser to effect
any transactions necessary to ensure
compliance with the Portfolio's investment
policies and restrictions as well as the
requirements of Subchapter M of the
Internal Revenue Code, the provisions of
Section 817(h) of the Internal Revenue
Code and the regulations promulgated
thereunder or as otherwise required by law.
3.3. In the event the
Sub-Adviser's compliance with any amendment
of the Portfolio's investment objectives,
policies and restrictions or other
limitations placed on the Sub-Adviser's
investment decisions with respect to the
Portfolio would interfere with the
completion of any transaction commenced on
behalf of the Portfolio prior to the
Sub-Adviser's knowledge of such amendment,
upon receipt of such amendment, the
Sub-adviser shall immediately notify the
Manager of such pending transaction. The
Sub-Adviser may proceed with such
transaction unless and until the
Sub-Adviser receives written notice
from the Manager to terminate such
transaction provided that proceeding
with the transaction would not violate
any applicable law, rule or regulation.
So long as the Sub-Adviser complies with
all provisions of this Section 3.3, the
Sub-Adviser will not be responsible for
any loss that may result from the
completion of the transaction.
3.4. Further, and except as
may be qualified elsewhere in this Agreement,
the Sub-Adviser is hereby authorized, for
and on behalf of the Company, with respect
to the Assets of the Portfolio, in its
discretion to:
(a) exercise any conversion
and/or subscription rights available in
connection with any securities or other
investments held in the Portfolio;
(b) maintain all or part of
the Portfolio's Assets uninvested in
short-term income-producing instruments
for such periods of time as shall be
deemed reasonable and prudent by the
Sub-Adviser;
(c) instruct the Custodian,
in accordance with the Custodian Agreement,
to deliver for cash received, securities
or other cash and/or securities instruments
sold, exchanged, redeemed or otherwise
disposed of from the Portfolio, and to pay
cash for securities or other cash and/or
securities instruments delivered to the
Custodian and/or credited to the Portfolio
upon acquisition of the same for the
Portfolio;
(d) determine how to vote all
proxies received with respect to securities
held in the Portfolio and direct the
Custodian as to the voting of such proxies;
And
(e) generally, perform any other
act necessary to enable the Sub-Adviser to
carry out its obligations under this
Agreement.
4. SELECTION OF BROKER-DEALERS. The
Sub-Adviser shall select the brokers and
dealers through whom transactions on behalf
of the Portfolio will be executed and the
markets on or in which such transactions
will be executed and shall place, in the
name of the Portfolio or its nominee (or
appropriate foreign equivalent), all such
orders. In selecting brokers and dealers
to execute such transactions, and in
negotiating brokerage commissions, and in
obtaining research, statistical and other
information from brokers and dealers in
connection with Portfolio transactions,
the Sub-Adviser shall comply with the
description of the process contained
in the Prospectus.
4.1. It is understood that
certain other clients (including other
funds, portfolios and accounts) of the
Sub-Adviser may have investment objectives
and policies similar to those of the
Portfolio and that the Sub-Adviser may,
from time to time, make recommendations
that result in the purchase (or sale) of
a particular security by its other clients
and the Portfolio during the same period
of time. If transactions on behalf of
more than one client during the same
period increase the demand for securities
being purchased or the supply of securities
being sold, there may be an adverse effect
on price or quantity. In such event, the
Sub-Adviser shall allocate the securities
or investments to be purchased or sold, as
well as the expenses incurred in the
transactions (including price) in a manner
the Sub-Adviser considers equitable and
consistent with its obligations to the
Portfolio and the Sub-Adviser's other
clients.
4.2. The Sub-Adviser agrees that
it will only enter into transactions that
are covered by Section 10(f), Section 17(a)
or Section 17(e) of the 1940 Act if it has
(i) complied with Rule 10f-3, Rule 17a-7
or Rule 17e-1 thereunder, respectively, or
the terms of an appropriate exemptive order
issued to the Company by the SEC, and
(ii) has complied with the procedures
adopted thereunder by the Board of
Directors of the Company which may,
pursuant to authority granted by the
Company, be supplemented by interpretive
guidelines of the Manager. The
Sub-Adviser shall not consult with any
other sub-adviser of the Company, or
any portfolio thereof, concerning any
transaction of the Company, or any
portfolio thereof, in securities or
other assets other than for purposes
of complying with the conditions of
paragraphs (a) and (b) of Rule 12d3-1
under the 1940 Act. Aside from parties
that are known or should be known by
the Sub-Adviser, the Manager shall
promptly notify the Sub-Adviser of any
additional parties with whom engaging
in a transaction for the Portfolio
would result in a violation of the
1940 Act.
5. REPORTS AND INFORMATION TO BE
PROVIDED BY THE SUB-ADVISER. The Sub-Adviser
shall furnish such information and reports
relating to the Portfolio, its holdings and
transactions involving Portfolio securities
as the Manager and/or the Company may require
to fulfill its or their legal responsibilities
or to meet regulatory requirements or
discharge other duties they may have.
Among the subjects of the reports and
information to be provided by the Sub-Adviser
are the following:
(a) Information required by the Manager
to determine the Company's and the Portfolio's
compliance with the 1940 Act, the Investment
Advisers Act of 1940, as amended (the
"Advisers Act"), the Internal Revenue Code,
applicable federal and state securities and
insurance laws and other applicable laws
and regulations or regulatory and taxing
authorities in the United States and other
relevant countries;
(b) Information required by the Manager
to meet the accounting and operational
requirements of the Portfolio. Specific
examples of the types of reports and
information that will be needed by the
Manager and the Company are set forth in
Exhibit A, attached hereto;
(c) Information required by the
Manager to satisfy its reporting obligations
to the Company arising from the Investment
Advisory and Management Agreement between
the Manager and the Company;
(d) Information requested by the
Manager to determine the Portfolio's
compliance with Rule 17f-5 and 17f-7 under
the 1940 Act, relating to foreign custodians,
sub-custodians and foreign securities
depositories;
(e) Information required by the Manager
to determine the Sub-Adviser's compliance with
Rule 17j-1 under the 1940 Act with respect to
the Sub-Adviser's activities on behalf of the
Portfolio;
(f) Information required by the Manager
to determine compliance with Rule 10f-3,
Rule 17a-7 and Rule 17e-1 under the 1940 Act
with respect to the Sub-Adviser's (or its
affiliates') activities on behalf of the
Portfolio; and
(g) Information necessary to respond
to specific inquiries from the Company's
management and/or Board of Directors.
6. NON-EXCLUSIVE SERVICES, CONFLICTS
OF INTEREST AND MATERIAL NONPUBLIC
INFORMATION. The Manager understands that
the Sub-Adviser and its affiliates may
furnish investment management and advisory
services to others, and that the Sub-Adviser
and its affiliates shall be at all times
free, in their discretion, to make
recommendations to, and investments for,
others which may or may not correspond
to investments made for the Portfolio.
The Manager further understands that the
Sub-Adviser, its affiliates, and any
officer, director, stockholder, employee
or any member of their families may or
may not have an interest in the securities
whose purchase and sale the Sub-Adviser
effects for the Portfolio. Actions taken
by the Sub-Adviser on behalf of the
Portfolio may be the same as, or different
from, actions taken by the Sub-Adviser on
its own behalf or for others or from
actions taken by the Sub-Adviser's
affiliates, officers, directors,
partners, employees of the Sub-Adviser
or its affiliates, or the family members
of such persons or other investors.
The Sub-Adviser represents that it has
in effect a code of ethics that complies
with Rule 17j-1 under the 1940 Act and
Rule 204A-1 under the Advisers Act and
has procedures in place that, taken
together, provide reasonable enforcement
of the code's provisions. Similarly,
the Sub-Adviser represents that, with
respect to the use of nonmaterial nonpublic
information, it has complied, and will
continue to comply, with Section 204A of
the Advisers Act and any rules thereunder.
7. DISCLOSURE OF INFORMATION AND
CONFIDENTIALITY.
7.1. The Sub-Adviser, the
Company and the Manager, either during
or after the termination of this Agreement,
are authorized with respect to matters
arising out of this Agreement to make any
disclosures and/or participate in any
conduct required by any applicable law,
rule, regulation, self-regulating
organization, investment exchange or any
other body having regulatory or enforcement
responsibility with respect to any
investment business conducted by the
Sub-Adviser on behalf of the Portfolio.
7.2. Subject to the preceding
paragraph, the Sub-Adviser agrees that all
information which has or will come into its
possession or knowledge concerning the
Portfolio or its investments in connection
with this Agreement shall be held by the
Sub-Adviser in confidence. The Sub-Adviser
shall make no use of such information other
than for the performance of this Agreement,
shall disclose such information only to the
directors, officers or employees of the
Sub-Adviser or its affiliated firms or of
any third party appointed pursuant to this
Agreement requiring such information and
shall not disclose such information to any
other person without the written consent of
the Company; provided, however, that to the
extent the investments for the Portfolio are
similar to investments for other clients of
the Sub-Adviser, the Sub-Adviser may
disclose such investments without direct
reference to the Portfolio. The Sub-Adviser
may also include the name of the Portfolio
in a representative client list.
7.3. Subject to the preceding
paragraph, the Company and the Manager
agree that all information which has or
will come into their possession or knowledge
concerning the operations and procedures of
the Sub-Adviser shall be held by the Company
and the Manager in confidence. The Company
and the Manager shall make no use of such
information other than for the performance
of this Agreement, shall disclose such
information only to their directors, officers
or employees or those of its affiliated
firms and shall not disclose such information
to any other person without the written
consent of the Sub-Adviser.
7.4. The Manager and the Company
agree not to refer to the Sub-Adviser or its
affiliates in any advertisement or other
document without prior consent of the
Sub-Adviser. Similarly, the Sub-Adviser
and its affiliates shall not refer to the
Manager, the Company, the Portfolio, or
any affiliate of the Manager in any
advertisement or other document without
the Manager's prior consent. However,
the parties to this Agreement agree that
they may reference one another as necessary
in regulatory and other legal filings.
Further, the parties agree that they will
not unreasonably withhold permission to
use their names or otherwise reference
them in materials used to describe the
Portfolio and/or the Company.
8. DEALINGS WITH THE CUSTODIAN.
The Manager shall notify the Sub-Adviser
of the appointment of the custodian(s)
("Custodian") for all or any portion of
the Portfolio's Assets, shall provide the
Sub-Adviser with a true and complete copy
of each agreement with the Custodian that
deals with the Portfolio's Assets
("Custodian Agreements"), and shall
provide the Sub-Adviser with the names
of persons authorized to act on behalf
of the Custodian and such other
information as the Sub-Adviser shall
reasonably require. The Sub-Adviser
agrees to give instructions in accordance
with the terms of the applicable Custodian
Agreements. The Company agrees to provide
promptly to the Sub-Adviser a copy of all
relevant Custodian Agreements, and all
changes made to such documents.
9. DELEGATION OF THE SUB-ADVISER'S
RESPONSIBILITIES. The Sub-Adviser may not
delegate its investment advisory
responsibilities as Sub-Adviser to the
Portfolio. However, the Sub-Adviser may
employ, retain or otherwise avail itself
of the services and facilities of persons
and entities within its own organization
or any other organization for the purpose
of providing the Sub-Adviser, the Manager
or the Portfolio with such information,
advice or assistance, including but not
limited to advice regarding economic
factors and trends and advice as to
transactions in specific securities,
as the Sub-Adviser may deem necessary,
appropriate or convenient for the discharge
of its obligations hereunder or as may
otherwise be helpful to the Manager or
the Portfolio, or in the discharge of the
Sub-Adviser's overall responsibilities
with respect to the other accounts for
which it serves as investment manager or
investment adviser. The Sub-Adviser's
acquisition of information, advice or
assistance pursuant to this paragraph
shall be at the Sub-Adviser's own expense
and shall not relieve the Sub-Adviser of
any of its obligations under this Agreement.
10. COMPENSATION. For the services to
be rendered under this Agreement and the
facilities to be furnished, the Manager shall
pay to the Sub-Adviser for each fiscal year
of the Company, a monthly management fee as
set forth in attached Exhibit B hereto. The
monthly management fee shall be paid to the
Sub-Adviser as promptly as possible not
later than the tenth business day of the
month following the month in which such
services were rendered and shall be based
upon the average net asset values of all
the issued and outstanding shares of the
Assets of the Portfolio, as determined as
of the close of each business day of the
month pursuant to the Articles of
Incorporation, Bylaws and currently
effective Prospectus of the Portfolio.
Payments of the monthly management fee
will be accompanied by documentation that
verifies the calculation of such fee. If
the management of the Portfolio by the
Sub-Adviser commences or terminates at
any time other than the beginning or end
of a month, the management fee shall be
prorated for that portion of such month
during which this Agreement was in force.
11. REPRESENTATIONS OF THE SUB-ADVISER.
The Sub-Adviser represents and agrees that:
(a) The Sub-Adviser is registered as
an "investment adviser" under the Advisers
Act and is currently in compliance in all
material respects and shall at all times
continue to comply in all material respects
with the requirements imposed upon it by the
Advisers Act, the 1940 Act, the Internal
Revenue Code, state securities laws and all
applicable rules and regulations thereunder
as they relate to the services provided
under this Agreement. The Sub-Adviser will
immediately notify the Manager if it becomes
aware of the occurrence of any event that
would disqualify the Sub-Adviser from serving
as an investment adviser of an investment
company pursuant to Section 9 of the
1940 Act or any other applicable law or
regulation.
(b) The Sub-Adviser will maintain, keep
current and accurate, and preserve all records
with respect to the Portfolio as are required
of it under the Advisers Act and the 1940 Act,
in the manner provided by such Acts and the
rules thereunder. The Sub-Adviser agrees
that such records are the property of the
Company, and following termination of this
Agreement will be surrendered to the Company
promptly upon request except to the extent
that they are required to be retained by the
Sub-Adviser under applicable law. Further,
such records shall be open to inspection by
the Company. The Sub-Adviser will also
assure that the Company will have the same
access as the Sub-Adviser has to records
relating to the Portfolio that are held by
relevant third parties. Such inspections
will be at reasonable times during business
hours and only upon reasonable notice of
the Company's desire to make an inspection.
(c) The Sub-Adviser agrees to advise
the Manager of any developments, such as
the reassignment of a portfolio manager,
that would require Prospectus disclosure
and to provide any necessary information
related to such developments.
(d) The Sub-Adviser has provided
the Manager and the Company with a copy
of its most recent and complete Form ADV
and will promptly furnish them with copies
of any material amendments to the Form.
(e) The Sub-Adviser shall furnish
the Manager with a certificate, signed by
a duly authorized officer of the Sub-Adviser
that designates the officers or employees of
the Sub-Adviser having authority to act for
and on behalf of the Sub-Adviser in
connection with this Agreement. The
Sub-Adviser agrees that, until such time
as the Manager is otherwise informed in
writing by a duly authorized officer of
the Sub-Adviser, the Manager shall be
authorized and entitled to rely on any
notice, instruction, request, order or
other communication, given either in
writing or orally, and reasonably believed
by the Manager in good faith to be given by
an authorized representative of the
Sub-Adviser.
12. REPRESENTATIONS OF THE MANAGER.
The Manager represents and agrees that:
(a) The Manager is registered as an
"investment adviser" under the Advisers
Act and has provided to the Sub-Adviser a
copy of its most recent and complete Form
ADV, along with a copy of the Investment
Advisory and Management Agreement between
the Manager and the Company and the current
Company Prospectus regarding the Portfolio.
After any amendment to the documents
referenced in this paragraph, the Manager
will promptly furnish a copy of such amended
document to the Sub-Adviser. In addition,
the Manager will provide the Sub-Adviser
with notice of proposed changes in the
Prospectus and the opportunity to review
and comment upon such changes before they
are finalized, wherever possible.
(b) The Manager and the Company are
currently in material compliance and shall
at all times continue to be in material
compliance with the relevant requirements
of the Advisers Act, the 1940 Act, all
applicable state securities laws, and the
rules thereunder, as they pertain to the
Portfolio.
(c) The Manager shall furnish the
Sub-Adviser with a certificate, signed
by a duly authorized officer of the Manager
that designates the officers or employees
of the Manager having authority to act for
and on behalf of the Manager in connection
with this Agreement. The Manager agrees
that, until such time as the Sub-Adviser
is otherwise informed in writing by a duly
authorized officer of the Manager, the
Sub-Adviser shall be authorized and entitled
to rely on any notice, instruction, request,
order or other communication, given either
in writing or orally, and reasonably
believed by the Sub-Adviser in good faith
to be given by an authorized representative
of the Manager.
13. LIABILITY, INDEMNIFICATION AND
FORCE MAJEURE.
13.1. The Sub-Adviser, its
affiliated firms or its or their employees,
officers, or directors will not be liable
for any error of judgment or mistake of law
or for any loss suffered by the Portfolio,
its shareholders or contract owners in
connection with the performance of their
duties under this Agreement, except for loss
resulting from willful misfeasance, bad faith
or negligence on their part in the performance
of their duties or from reckless disregard by
them of their duties under this Agreement.
13.2. The Manager shall indemnify
the Sub-Adviser against all claims which may
be made against the Sub-Adviser in connection
with the exercise of the powers and discretion
conferred upon it pursuant to this Agreement,
including reasonable attorneys' fees incurred
in connection with any such claim, EXCEPT
insofar as such claims allege or are the result
of the willful misfeasance, bad faith or
negligence of the Sub-Adviser or any of its
affiliated firms or its or their employees,
officers or directors or its or their breach
of this Agreement or violation of applicable
law. Conversely, the Sub-Adviser shall
indemnify the Manager and the Company against
all claims alleging or resulting from the
willful misfeasance, bad faith or negligence
of the Sub-Adviser or any of its affiliated
firms or its or their employees, officers or
directors or its or their breach of this
Agreement or violation of applicable law,
including reasonable attorneys' fees
incurred in connection with any such claim.
13.3. Neither party shall be held
responsible for their nonperformance of any of
their obligations under this Agreement by
reason of any cause beyond their control,
including any breakdown or failure of
transmission, communication or computer
facilities, postal or other strikes or
similar industrial action and the failure
of any relevant exchange, clearing house
and/or broker for any reason to perform
its obligations; provided, however, that
each party shall have adequate disaster
recovery plans and facilities in place at
all times.
14. TERM, RENEWAL AND TERMINATION.
14.1. This Agreement shall, with
respect to the Portfolio, become effective as
of the date first above written and shall
remain in force for two years thereafter, and
for successive annual periods thereafter but
only so long as each such continuance is
specifically approved at least annually by
(1) a majority of the Directors of the
Company who are not parties to this Agreement
or interested persons of any such parties
(other than as Directors of the Company), by
vote cast in person at a meeting called for
the purpose of voting on such approval; or
(2) a vote of the holders of a majority of
the outstanding voting securities (as
defined in the 0000 Xxx) of such Portfolio.
It shall be the duty of the Directors of
the Company to request and evaluate, and
the duty of the Manager and Sub-Adviser to
furnish, such information as may be
reasonably necessary to evaluate the terms
of this Agreement and any renewal hereof.
14.2. This Agreement may be
terminated with respect to the Portfolio
at any time without the payment of any
penalty by the Portfolio (1) by a vote of
a majority of the entire Board of Directors
of the Company on sixty (60) days' written
notice to the Manager and the Sub-Adviser;
(2) by vote of the holders of a majority of
the outstanding voting securities of such
Portfolio (as defined in the 1940 Act); or
(3) by the Sub-Adviser or the Manager on
60 days' written notice to the other and
to the Company.
14.3. This Agreement shall
automatically terminate in the event of
its assignment, as that term is defined
in Section 2(a)(4) of the 1940 Act and
the rules thereunder.
14.4. On the effective date
of any termination of this Agreement or
as close to such date as is reasonably
possible, the Sub-Adviser shall provide
the Manager with a final report for the
Portfolio which will include the fair
market value for each of the Portfolio's
nvestments.
14.5. Upon the Manager's
receipt or service of any notice given
by or to the Company concerning the
termination of the Manager's appointment
as the investment adviser to the Company,
the Manager shall immediately forward a
copy of such notice to the Sub-Adviser
and the Sub-Adviser's appointment under
this Agreement shall terminate on the
same date as the termination of the
Manager's appointment.
15. AMENDMENT. No material amendment
to or modification of this Agreement shall
be effective unless and until it is set
forth in a written amendment signed by the
Manager and the Sub-Adviser and approved
by the Board of Directors of the Company
and, if required by the 1940 Act, by the
vote of a majority of the outstanding
shares of the Portfolio, as defined in
the 1940 Act.
16. AUTHORITY AND ENFORCEABILITY.
16.1. Each of the parties to
this Agreement hereby represents that it
is duly authorized and empowered to execute,
deliver, and perform this Agreement and
that such actions do not conflict with or
violate any provision of law, rule,
regulation, other legal requirement,
contract or other instrument to which
it is a party or to which it is subject
and that this Agreement constitutes a
valid and binding obligation, inuring
to the benefit of the Manager and the
Sub-Adviser and their respective successors,
enforceable in accordance with its terms.
16.2. If any provision of this
Agreement shall be held or made invalid or
unenforceable by a court decision, statute,
rule or otherwise, the remainder of this
Agreement shall not be affected thereby and
any such invalid or unenforceable provision
shall be deemed to be replaced with a valid
and enforceable provision that most closely
reflects the intention of the parties.
17. APPLICABLE LAW. To the extent
that state law is not preempted by the
provisions of any law of the United States
heretofore or hereafter enacted, as the same
may be amended from time to time, this
Agreement shall be administered, construed
and enforced according to the laws of the
State of Connecticut which apply to
contracts made and to be performed in the
State of Connecticut.
18. NOTICES. All notices hereunder
shall be in writing and shall be delivered
in person or by facsimile (followed by
delivery in person) to the parties at the
addresses set forth below:
If to the Manager:
HL Investment Advisors, LLC
000 Xxxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000.
Fax #: (000) 000-0000
Attn: Xxxxx X. Xxxx
If to the Sub-Adviser:
Northern Capital Management, LLC
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
Fax # 000-000-0000
Attn: Xxxx Xxxxx
or such other name or address as may be
given in writing to the other party.
Unless specifically provided elsewhere,
notice given as provided above shall be
deemed to have been received, if by
personal delivery, on the day of such
delivery, and if by facsimile and mail,
on the date on which such facsimile is
sent.
19. EXECUTION. This Agreement
may be executed in two or more counterparts,
each of which shall be deemed to be an
original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto
have caused this instrument to be executed
by their duly authorized officers.
Attest: HL INVESTMENT ADVISORS, LLC.
By: /s/ Xxxxx Xxxxxxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title:
Attest: NORTHERN CAPITAL MANAGEMENT, LLC.
By: /s/ Xxxx X. Xxxxx
---------------------------
Name: Xxxx X. Xxxxx
Title:
EXHIBIT A
EXAMPLES OF THE ROUTINE ACCOUNTING AND
OPERATIONALINFORMATION AND DOCUMENTATION
REQUIREMENTS OF THEPORTFOLIO[S] TO BE
SATISFIED BY THE SUB-ADVISER
The following information is to
be provided to:
[Name of Registrant]
[Attn: Fund Accounting
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
FAX: (000) 000-0000
PHONE: (000) 000-0000]
1. DOCUMENTATION OF TRADES. On a
daily basis, via facsimile a listing of
that day's executed trades and copies of
the trade tickets for that day's trades.
At the end of each week, by mail, hard
copies of documentation for that week's
executed trades. The signature or
initials of the portfolio manager or duly
authorized officer or employee of the
Sub-Adviser should be placed on the trade
tickets to validate the authenticity of
the trading information. With respect to
trades for which no DTC affirmation is
available, hard copies of broker
confirmations for such trades.
2. PORTFOLIO HOLDINGS. On a weekly
basis, via facsimile and mail a list of
the Portfolio's holdings. The list should
include the following information, for the
Portfolio's holdings, where applicable:
long description, cusip/sedol number,
maturity date, par/principal amounts,
market value, market price, coupon rate
and bond rating.
3. SECURITY PRICING. On a daily
basis, by telephone or facsimile (i) review
with the Company's Fund Accounting Department
(the "Department") the prices of the
Portfolio's securities, which shall be
provided by the Department; (ii) inform
the Department of its agreement or
disagreement with such prices; (iii) provide
the Department with the basis for any
disagreement it may have with respect
to a particular security's price and
its opinion (along with outside broker
quotes) as to what that security's price
should be; and (iv) in any instance where
the pricing services utilized by the
Department do not provide a price for
a security held by the Portfolio, provide
the Department with reasonable assistance
in determining a price for such security.
EXHIBIT B
FEE SCHEDULE
ASSETS ANNUAL RATE
First $50 Million 40 bps
Next $100 Million 30 bps
Next $350 Million 25 bps
Over $500 Million 20 bps
