EXHIBIT d.(x)
INVESTMENT SUB-ADIVOSRY AGREEMENT WITH
MASSACHUSETTS FINANCIAL SERVICES COMPANY
INVESTMENT SUB-ADVISORY AGREEMENT
Agreement dated April 30, 2002 by and between HL Investment Advisors,
LLC, a Connecticut limited liability company (the "Manager") and Massachusetts
Financial Services Company, a corporation organized under the laws of Delaware
(the "Sub-Adviser") whose principal office is located at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 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 is comprised of a number of separate series of investments that act as
funding vehicles for various variable annuity contracts and variable universal
life insurance policies issued by Fortis Benefits Insurance Company ("FBIC")
and/or First Fortis Life Insurance Company ("First Fortis");
WHEREAS, the Manager desires to retain the Sub-Adviser to assist the
Manager in furnishing an investment program to the series of the Company
identified in Exhibit A attached hereto (the "Portfolios");
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Manager and the Sub-Adviser agree as follows:
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 Portfolios
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 Portfolios' administrative and other
direct expenses, including, but not limited to: (a) fees pursuant to any plan of
distribution that the Portfolios may adopt; (b) the Portfolios' 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 Portfolios' holdings; (d) Federal, state, local and foreign taxes,
including issue and transfer taxes incurred by or levied on the Portfolios; (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 "affiliated persons" or "interested
persons" [as defined in Section 2(a) of the 1940 Act and the rules, regulations
and releases relating thereto] of the Sub-Adviser; (m) the Company's legal and
auditing expenses; (n) cost of certificates representing shares of the
Portfolios; (o) the Company's costs of stationery and supplies; (p) the
Company's insurance expenses; (q) the Company's association membership
dues; (r) travel expenses of officers and employees of the Sub-Adviser to the
extent such expenses relate to the attendance of such persons at meetings at the
request of the Board of Directors of the Company (except that a representative
of the Sub-Adviser will attend one Board meeting per year, at the Sub-Adviser's
own expense); and (s) travel expenses for attendance at Board of Directors
meetings by members of the Board of Directors of the Company who are not
"interested persons" or "affiliated persons" of the Sub-Adviser. 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.
DUTIES OF THE SUB-ADVISER.
The Sub-Adviser shall formulate and implement a continuing program for the
management of the assets of the Portfolios. 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 Portfolios and shall take such steps as may be
necessary to implement the same, including the placement of purchase and sale
orders on behalf of the Portfolios. The Manager shall be responsible for the
administration of the investment activities of the Company and the Portfolios,
including compliance with the requirements of the 1940 Act, except for the
investment management activities specifically delegated to the Sub-Adviser
pursuant to this Agreement.
The Manager acknowledges that the Sub-Adviser is not the compliance agent for
the Portfolios or for the Manager, and does not have all of the Portfolios'
books and records necessary to perform certain compliance testing. The
Sub-Adviser shall perform such compliance testing as it deems reasonable based
upon its books and records with respect to the Portfolios and shall certify
compliance to the Manager accordingly.
POWERS OF THE SUB-ADVISER.
The Sub-Adviser's power to direct the investment and reinvestment of the assets
of the Portfolios 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
Portfolios 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 Manager agrees to provide promptly to the
Sub-Adviser a copy of the documents mentioned above and all changes made to such
documents, together with a list of companies the securities of which are not to
be bought or sold for the Portfolios (such list shall include each security
name, cusip, sedol and/or applicable ticker) and a list of affiliated brokers
and underwriters for reporting transactions under applicable provisions of the
1940 Act. These documents and any amendments thereto shall not be deemed
effective with respect to the Sub-Adviser until three business days after its
receipt thereof.
While the Sub-Adviser will have day-to-day responsibility for the discretionary
investment decisions to be made on behalf of the Portfolios, the Sub-Adviser
will be subject to oversight by
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 Portfolios' 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 Portfolios' investment policies and restrictions as well as
the requirements of Subchapter M of the Internal Revenue Code and the provisions
of Section 817(h) of the Internal Revenue Code and the regulations promulgated
thereunder.
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 Portfolios, in its discretion to:
exercise any conversion and/or subscription rights available in connection with
any securities or other investments held in the Portfolios;
maintain all or part of the Portfolios' assets uninvested in short-term
income-producing instruments for such periods of time as shall be deemed
reasonable and prudent by the Sub-Adviser;
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 Portfolios, and to pay
cash for securities or other cash and/or securities instruments delivered to the
Custodian and/or credited to the Portfolios upon acquisition of the same for the
Portfolios;
determine how to vote all proxies received with respect to securities held in
the Portfolios and direct the Custodian as to the voting of such proxies; and
generally, perform any other act necessary to enable the Sub-Adviser to carry
out its obligations under this Agreement.
SELECTION OF BROKER-DEALERS. The Sub-Adviser shall select the brokers and
dealers through whom transactions on behalf of the Portfolios 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
applicable law.
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 Portfolios 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 Portfolios 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 Portfolios and the Sub-Adviser's
other clients.
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.
REPORTS AND INFORMATION TO BE PROVIDED BY THE SUB-ADVISER. The Sub-Adviser shall
furnish such information and reports relating to the Portfolios, its holdings
and transactions involving Portfolio securities as the Manager and/or the
Company may reasonably 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:
Information set forth in Exhibit B, attached hereto;
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;
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 Portfolios;
Information required by the Manager to determine compliance with Rules 10f-3,
17a-7 and 17e-1 under the 1940 Act with respect to the Sub-Adviser's (or its
affiliates') activities on behalf of the Portfolios; and
Information reasonably necessary to respond to specific inquiries from the
Company's management and/or Board of Directors.
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 Portfolios. 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 Portfolios. Actions taken by the Sub-Adviser on behalf of the Portfolios 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 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 Investment Advisers Act of 1940, as amended
("Advisers Act") and any rules thereunder.
DISCLOSURE OF INFORMATION AND CONFIDENTIALITY.
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 Portfolios.
Subject to the preceding paragraph, the Sub-Adviser agrees that all information
which has or will come into its possession or knowledge concerning the
Portfolios or their 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 Portfolios are similar to investments
for other clients of the Sub-Adviser, the Sub-Adviser may disclose such
investments without direct reference to the Portfolios. The Sub-Adviser may also
include the names of the Portfolios in a representative client list and disclose
their performance and the sub-advisory fees paid hereunder.
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.
The Manager and the Company agree not to refer to any designation comprised in
whole or in part of the names or marks "Massachusetts Financial Services
Company," "MFS Investment Management" or "MFS" or any other trademark relating
to MFS 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 Portfolios, or any affiliate of the Manager in any
advertisement or other document without the Manager's prior consent. Upon
termination of this Agreement, each party shall cease all use of any such name
or xxxx as soon as reasonably practicable.
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
Portfolios' assets, shall provide the Sub-Adviser with a true and complete copy
of each agreement with the Custodian
that deals with the Portfolios' 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.
DELEGATION OF THE SUB-ADVISER'S RESPONSIBILITIES. The Sub-Adviser may not
delegate its investment advisory responsibilities as Sub-Adviser to the
Portfolios. 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 Portfolios 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
Portfolios, 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.
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 at the annual rate for each
Portfolio set out in Exhibit A. The monthly management fee shall be paid to the
Sub-Adviser 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 Portfolios 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 Portfolios 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.
REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents and agrees that:
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, 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.
The Sub-Adviser will maintain, keep current and accurate, and preserve all
records with respect to the Portfolios 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 and provided that the
Sub-Adviser may keep copies of these records. 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 Portfolios 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.
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.
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.
If the Sub-Adviser's performance of its obligations under this Agreement takes
place in the United Kingdom, the Sub-Adviser shall be and shall remain during
the effectiveness of this Agreement, a member of the Investment Management
Regulatory Organisation, Ltd. ("IMRO") and thereby regulated in the conduct of
Investment Business (as defined in IMRO's rules) by the IMRO. The Company and
the Manager will be treated as a Non-Private Customer (as defined in IMRO's
rules) of the Sub-Adviser.
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.
REPRESENTATIONS OF THE MANAGER. The Manager represents and agrees that:
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
Portfolios. 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.
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 and insurance
laws, and the rules thereunder, as they pertain to the Portfolios.
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.
LIABILITY, INDEMNIFICATION AND FORCE MAJEURE.
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 Portfolios, its shareholders, FBIC contract owners or
First Fortis contract owners in connection with the performance of their duties
under this Agreement, except for loss resulting from willful misfeasance, bad
faith or gross negligence on their part in the performance of their duties or
from reckless disregard by them of their duties under this Agreement.
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
discretions conferred upon it pursuant to this Agreement, except insofar as such
claims allege or are the result of the willful misfeasance, bad faith or gross
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 gross 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.
Neither party shall be held responsible for their non-performance 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.
Promptly after receipt by an indemnified party under this Section 9 of notice of
the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under this Section
9, notify the indemnifying party of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from liability which it
may have to any indemnified party otherwise than under this Section 9. In case
any such action is brought against any indemnified party, and it notified the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish and unless
the indemnified party releases the indemnifying party from any further
obligations under this Section 9 in connection with that action, assume the
defense thereof, with counsel satisfactory to such indemnified party. After
notice from the indemnifying party of its intention to assume the defense of an
action, the indemnified party shall bear the expenses of any additional counsel
obtained by it, and the indemnifying party shall not be liable to such
indemnified party under this section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
TERM, RENEWAL AND TERMINATION.
This Agreement shall, with respect to the Portfolios, 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 Portfolios. 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.
This Agreement may be terminated with respect to the Portfolios at any time
without the payment of any penalty by the Portfolios (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 on 60 days' written notice to the
Manager and the Company.
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.
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.
AMENDMENT. No 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 vote of a majority of the outstanding
shares of the Portfolios, as defined in the 1940 Act.
AUTHORITY AND ENFORCEABILITY.
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.
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.
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 Commonwealth of Massachusetts.
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: Legal Department
If to the Sub-Adviser: Massachusetts Financial Services Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Fax #: (000) 000-0000
Attn: Legal Department
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 given, 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.
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.
HL INVESTMENT ADVISORS, LLC.
By: /s/ Xxxxx X. Xxxxxxxxxxxx
-----------------------------
Senior Vice President
Attest:
/s/ Xxxxx X. Xxxx
---------------------------
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Senior Vice President
Attest:
/s/ Xxxxxx X. Xxxxxx
---------------------------
EXHIBIT A
SERIES OF FORTIS SERIES FUND, INC. TO BE MANAGED BY THE SUB-ADVISER
AND APPLICABLE SUB-ADVISORY FEES
SUB-ADVISORY FEES AS A % OF
SERIES: AVERAGE DAILY NET ASSETS:
Hartford Capital Opportunities For the first $200 million .500%
HLS Fund $200 - $500 million .450%
For assets over $500 million .400%
Hartford Global Equity HLS Fund For the first $200 million .600%
$200 - $500 million .550%
For assets over $500 million .500%
Hartford Investors Growth HLS For the first $200 million .500%
Fund $200 - $500 million .450%
For assets over $500 million .400%
EXHIBIT B
EXAMPLES OF THE ROUTINE ACCOUNTING AND OPERATIONAL
INFORMATION AND DOCUMENTATION REQUIREMENTS OF EACH
PORTFOLIO TO BE SATISFIED BY THE SUB-ADVISER
The following information is to be provided to:
Hartford HLS Series Fund II, Inc.
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 those
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.
2. PORTFOLIO HOLDINGS. On a weekly basis, via facsimile, a list of
the Portfolio's holdings. The list should include the following information, for
each of 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. 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.
