EXHIBIT d.(xiii)
INVESTMENT SUB-ADVISORY AGREEMENT ITH
WELLINGTON MANAGEMENT COMPANY, LLP
INVESTMENT SUB-ADVISORY AGREEMENT
This Investment Sub-Advisory Agreement is made by and between HL
Investment Advisors, LLC, a Connecticut limited liability company ("HL
Advisors") and Wellington Management Company, LLP, a Massachusetts limited
liability partnership ("Wellington Management").
WHEREAS, HL Advisors has entered into an agreement for the provision of
investment management services to Hartford HLS Series Fund II, Inc. (the
"Company"), and
WHEREAS, HL Advisors wishes to engage the services of Wellington
Management as Sub-Adviser to the series of shares of the Company listed on
Attachment A (each, a "Portfolio" and together the "Portfolios"), and
WHEREAS, Wellington Management is willing to perform advisory services
on behalf of the Portfolios 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. HL Advisors hereby employs Wellington Management to serve as Sub-Adviser
with respect to the assets of the Portfolios and to perform the services
hereinafter set forth subject to the terms and conditions of the
investment objectives, policies and restrictions of each Portfolio, and
Wellington Management hereby accepts such employment and agrees during
such period to assume the obligations herein set forth for the
compensation herein provided.
2. Wellington Management shall evaluate and implement an investment program
appropriate for each Portfolio which program shall be amended and
updated from time to time as financial and other economic conditions
change as determined by HL Advisors and Wellington Management.
3. Wellington Management, in consultation with HL Advisors when
appropriate, will make all determinations with respect to the investment
of the assets of the Portfolios 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 the
Company's Board of Directors of the manner in which voting rights,
rights to consent to corporate action, and any other non-investment
decisions pertaining to a Portfolio's securities should be exercised.
4. Wellington Management will regularly furnish reports with respect to the
Portfolios at periodic meetings of the Company's Board of Directors and
at such other times as may be reasonably requested by the Company's
Board of Directors, which reports shall include Wellington Management's
economic outlook and
investment strategy and a discussion of the portfolio activity and the
performance of the Portfolios since the last report. Copies of all such
reports shall be furnished to HL Advisors for examination and review
within a reasonable time prior to the presentation of such reports to
the Company's Board of Directors.
5. Wellington Management shall manage each Portfolio in conformity with the
Company's Articles of Incorporation and By-laws, each as amended from
time to time, and the Investment Company Act of 1940, as amended, other
applicable laws, and to the investment objectives, policies and
restrictions of each Portfolio as set forth in the Portfolios'
prospectus and statement of additional information, or any investment
guidelines or other instructions received in writing from HL Advisors,
and subject further to such policies and instructions as the Board of
Directors or HL Advisors may from time to time establish and deliver to
Wellington Management.
In addition, Wellington Management will cause the Portfolios to comply
with the requirements of (a) Section 851(b)(2) of the Internal Revenue
Code of 1986, as amended (the "Code") regarding derivation of income
from specified investment activities, and (b) Section 851(b)(4) of the
Code regarding diversification of the Portfolios' assets.
6. Wellington Management will select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the
Portfolios and place, in the name of each Portfolio or its nominees, all
such orders. When placing such orders, Wellington Management shall use
its best efforts to obtain the best net security price available for
each Portfolio. Subject to and in accordance with any directions that
the Board of Directors may issue from time to time, Wellington
Management may also be authorized to effect individual securities
transactions at commission rates in excess of the minimum commission
rates available, if Wellington Management 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 Wellington
Management's overall responsibilities with respect to the Portfolios and
Wellington Management'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. Wellington
Management will promptly communicate to the Board of Directors such
information relating to portfolio transactions as they may reasonably
request.
7. (a) As compensation for the performance of the services by
Wellington Management hereunder, HL Advisors shall pay to
Wellington Management, as promptly as possible after the last
day of each calendar year quarter, a fee accrued daily and paid
quarterly, based upon the following annual rates and calculated
based upon the average daily net asset values of each of the
Portfolios as follows:
PORTFOLIOS SUB-ADVISORY RATE
---------- -----------------
ASSETS ANNUAL RATE
------ -----------
Hartford SmallCap Growth HLS Fund First $50 Million 0.400%
Next $100 Million 0.300%
Next $350 Million 0.250%
Over $500 Million 0.200%
Hartford Value Opportunities HLS Fund First $50 Million 0.400%
Next $100 Million 0.300%
Next $350 Million 0.250%
Over $500 Million 0.200%
Hartford Growth Opportunities HLS Fund First $50 Million 0.400%
Next $100 Million 0.300%
Next $350 Million 0.250%
Over $500 Million 0.200%
Wellington Management may waive all or a portion of its
fees from time to time as agreed between the parties.
If it is necessary to calculate the fee for a period of
time which is not a calendar quarter, then the fee shall be (i)
calculated at the annual rates provided above but prorated for
the number of days elapsed in the period in question, as a
percentage of the total number of days in such period, (ii)
based upon the average of each Portfolio's daily net asset value
for the period in question, and (iii) paid within a reasonable
time after the close of such period.
(b) Wellington Management will bear all expenses in connection with
the performance of its services under this Agreement.
(c) Wellington Management will not be entitled to receive any
payment for the performance of its services hereunder from the
Portfolios.
(d) Wellington Management agrees to notify HL Advisors of any change
in Wellington Management's personnel that are directly involved
in the management of the Portfolios within a reasonable time
following the occurrence of such change.
8. Wellington Management shall not be liable for any loss or losses
sustained by reason of any investment including the purchase, holding or
sale of any security as long as Wellington Management shall have acted
in good faith and with due care; provided, however, that no provision in
this Agreement shall be deemed to protect Wellington Management, and
Wellington Management shall indemnify HL Advisors, for any and all loss,
damage, judgment, fine or award paid in settlement and attorney's fees
related to Wellington Management's' willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
9. (a) This Agreement shall become effective on April 30, 2002 and
shall continue in effect through June 3, 2003. 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 the 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 with respect to each
Portfolio at any time without the payment of any penalty either
by vote of the members of the Board of Directors of the Company
or by a vote of a majority of any Portfolio's outstanding voting
securities, or by HL Advisors on written notice to Wellington
Management, (2) shall immediately terminate in the event of its
assignment, (3) may be terminated by Wellington Management on
ninety days' prior written notice to HL Advisors, but such
termination will not be effective until HL Advisors shall have
contracted with one or more persons to serve as a successor
Sub-Adviser for the Portfolio (or HL Advisors or an affiliate of
HL Advisors agrees to manage the Portfolio) and such person(s)
shall have assumed such position, and (4) will terminate
automatically upon termination of the advisory agreement between
HL Advisors and the Company of even date herewith.
(c) As used in this Agreement, the terms "assignment," "interested
parties" and "vote of a majority of the Company's outstanding
voting securities" 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
or parties at the current office address provided by each party.
10. Nothing in this Agreement shall limit or restrict the right of any
partner, officer, or employee of Wellington Management to engage in any
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
Wellington Management to engage in any other business or to render
services of any kind to any other corporation, firm, individual or
association.
11. HL Advisors agrees that neither it nor any affiliate of HL Advisors will
use Wellington Management's name or refer to Wellington Management or
Wellington Management's clients in marketing and promotional materials
without
prior notification to and authorization by Wellington Management, such
authorization not to be unreasonably withheld.
12. 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. 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.
14. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the 30th day of April, 2002.
HL INVESTMENT ADVISORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Senior Vice President
WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
ATTACHMENT A
The following series of Hartford HLS Series Fund II, Inc. are made a
part of this Agreement:
Hartford SmallCap Growth HLS Fund
Hartford Growth Opportunities HLS Fund
Hartford Value Opportunities HLS Fund
