AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
This Amended and Restated Investment Management Agreement ("Agreement") is
made by and between HL Investment Advisors, LLC, a Connecticut corporation ("HL
Advisors") and Hartford Series Fund, Inc., a Maryland corporation (the
"Company") whereby HL Advisors will act as investment manager to each series of
the Company as listed on Attachment A (each a "Portfolio" and together the
"Portfolios") and any future series as agreed to between HL Advisors and the
Company.
WHEREAS, the Company and HL Advisors wish to enter into an agreement
setting forth the services to be performed by HL Advisors for each Portfolio of
the Company as listed on Attachment A and the terms and conditions under which
such services will be performed.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree as follows:
1. GENERAL PROVISION.
The Company hereby employs HL Advisors and HL Advisors hereby
undertakes to act as the investment manager of the Company and to each
Portfolio and to perform for the Company such other duties and
functions as are hereinafter set forth and such other duties as may be
necessary or appropriate in connection with its services as investment
manager. HL Advisors shall, in all matters, give to the Company and
its Board of Directors the benefit of its best judgment, effort,
advice and recommendations and shall, at all times conform to, and use
its best efforts to enable the Company to conform to (i) the
provisions of the Investment Company Act of 1940 (the "Investment
Company Act") and any rules or regulations thereunder, (ii) any other
applicable provisions of state or federal law; (iii) the provisions of
the Articles of Incorporation and By-Laws of the Company as amended
from time to time; (iv) policies and determinations of the Board of
Directors of the Company; (v) the fundamental policies and investment
restrictions of the Company and Portfolios as reflected in the
Company's registration statement under the Investment Company Act or
as such policies may, from time to time, be amended by the Company's
shareholders, and (vi) the Prospectus and Statement of Additional
Information of the Company in effect from time to time. The
appropriate officers and employees of HL Advisors shall be available
upon reasonable notice for consultation with any of the Directors and
officers of the Company with respect to any matters dealing with the
business and affairs of the Company including the valuation of any of
each Portfolios' securities which are either not registered for public
sale or not being traded on any securities market.
2. INVESTMENT MANAGEMENT SERVICES
(a) HL Advisors shall, subject to the direction and control by the
Company's Board of Directors, (i) regularly provide investment
advice and recommendations to each Portfolio with respect to its
investments, investment policies and the purchase and sale of
securities; (ii) supervise continuously the investment program of
each Portfolio and the composition of its portfolio securities
and determine what securities shall be purchased or sold by each
Portfolio; and (iii) arrange, subject to the provisions of
paragraph 4 hereof, for the purchase of securities and other
investments for each Portfolio and the sale of securities and
other investments held in each Portfolio.
(b) HL Advisors shall provide such economic and statistical data
relating to each Portfolio and such information concerning
important economic, political and other developments as HL
Advisors shall deem appropriate or as shall be requested by the
Company's Board of Directors.
3. SUB-ADVISERS AND SUB-CONTRACTORS.
HL Advisors, upon approval of the Board of Directors and shareholders
where appropriate, may engage one or more investment advisers which
are either registered as such or specifically exempt from registration
under the Investment Advisers Act of 1940, to act as sub-advisers to
provide, with respect to existing and future Portfolios of the
Company, some or all of the services set forth in this Agreement.
4. BROKERAGE TRANSACTIONS.
When placing orders for the purchase or sale of a Portfolio's
securities, HL Advisors or any subadviser approved in accordance with
Section 3 of this Agreement, shall use its best efforts to obtain the
best net security price available for a Portfolio. Subject to and in
accordance with any directions which the Board of Directors may issue
from time to time, HL Advisors or the subadviser, if applicable, may
also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available,
if HL Advisors or the subadviser, if applicable, 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 HL
Advisors' or the subadviser's overall responsibilities with respect to
a Portfolio and 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. HL Advisors
or the subadviser will promptly communicate to the Board of Directors
such information relating to portfolio transactions as the Board may
reasonably request.
5. EXPENSES.
Expenses to be paid by the Company, include, but are not limited to
(i) interest and taxes; (ii) brokerage commissions; (iii) premium for
fidelity and other insurance coverage requisite to the Company's
operations; (iv) the fees and expenses of its non-interested
directors; (v) legal, audit and fund accounting expenses; (vi)
custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) fees and expenses
related to the registration under federal and state securities laws of
shares of the Company for public sale; (ix) expenses of printing and
mailing prospectuses, reports, notices and proxy material to
shareholders of the Company; (x) all other expenses incidental to
holding meetings of the Company's shareholders; and (xi) such
extraordinary non-recurring expenses as may arise, including
litigation affecting the Company and any obligation which the Company
may have to indemnify its officers and Directors with respect thereto.
Any officer or employee of HL Advisors or of any entity controlling,
controlled by or under common control with HL Advisors, who may also
serve as officers, directors or employees of the Company shall not
receive any compensation from the Company for their services.
6. COMPENSATION OF HL ADVISORS.
As compensation for the services rendered by HL Advisors, each
Portfolio shall pay to HL Advisors as promptly as possible after the
last day of each month during the term of this Agreement, a fee
accrued daily and paid monthly, as shown on Attachment B attached
hereto.
HL Advisors, or an affiliate of HL Advisors, may agree to subsidize
any of the Portfolios to any level that HL Advisors, or any such
affiliate, may specify. Any such undertaking may be modified or
discontinued at any time.
If it is necessary to calculate the fee for a period of time which is
less than a month, then the fee shall be (i) calculated at the annual
rates provided above but prorated for the number of days elapsed in
the month in question as a percentage of the total number of days in
such month, (ii) based upon the average of the Portfolio's daily net
asset value for the period in question, and (iii) paid within a
reasonable time after the close of such period.
7. LIABILITY OF HL ADVISORS.
HL Advisors shall not be liable for any loss or losses sustained by
reason of any investment including the purchase, holding or sale of
any security, or with respect to the administration of the Company, as
long as HL Advisors shall have acted in good faith and with due care;
provided, however, that no provision in this Agreement shall be deemed
to protect HL Advisors against any liability to the Company or its
shareholders by reason of its 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.
8. DURATION OF AGREEMENT.
(a) This Amended and Restated Investment Management Agreement shall
be effective on August 28, 2002. This Agreement, unless sooner
terminated in accordance with 8(b) below, shall continue in
effect from year to year provided that its continuance is
specifically approved at least annually (1) by a vote of a
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 at any time without the
payment of any penalty either by a vote of a majority of the
members of the Board of Directors of the Company or by a vote of
a majority of the Portfolio's outstanding voting securities, on
sixty days' prior written notice to HL Advisors; (2) shall
immediately terminate in the event of its assignment and (3) may
be terminated by HL Advisors on sixty days' prior written notice
to the Portfolio, but such termination will not be effective
until the Portfolio shall have contracted with one or more
persons to serve as a successor investment adviser for the
Portfolio and such person(s) shall have assumed such position.
(c) As used in this Agreement, the terms "assignment", "interested
person" and "vote of majority of the Company's outstanding voting
securities" shall have the meanings set forth for such terms in
the 1940 Act, as amended.
(d) Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party
to this Agreement to whom such notice is to be given at such
party's current address.
10. ADDITIONAL SERIES.
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.
11. INVALID PROVISIONS.
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.
12. GOVERNING LAW.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of August 28, 2002.
HL INVESTMENT ADVISORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxxx
Senior Vice President
HARTFORD SERIES FUND, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxxx
President
ATTACHMENT A
The following series of the Hartford Series Fund, Inc. are made a part of this
agreement:
Hartford Focus HLS Fund
Hartford Global Communications HLS Fund
Hartford Global Financial Services HLS Fund
Hartford Global Health HLS Fund
Hartford Global Leaders HLS Fund
Hartford Global Technology HLS Fund
Hartford Growth and Income HLS Fund
Hartford Growth HLS Fund
Hartford High Yield HLS Fund
Hartford International Capital Appreciation HLS Fund
Hartford International Small Company HLS Fund
Hartford MidCap Value HLS Fund
Hartford Value HLS Fund
Dated: August 28, 2002
ATTACHMENT B
The advisory fee shall be accrued daily and paid monthly, based upon the
following annual rates and upon the calculated daily net asset value of the
Portfolio:
GLOBAL LEADERS HLS FUND, GROWTH AND INCOME HLS FUND, HIGH YIELD HLS FUND,
NET ASSET VALUE ANNUAL RATE
First $250,000,000 0.575%
Next $250,000,000 0.525%
Next $500,000,000 0.475%
Amount Over $1 Billion 0.425%
VALUE HLS FUND, GROWTH HLS FUND AND MIDCAP VALUE HLS FUND
NET ASSET VALUE ANNUAL RATE
First $250,000,000 0.625%
Next $250,000,000 0.575%
Next $500,000,000 0.525%
Amount Over $1 Billion 0.475%
GLOBAL COMMUNICATIONS HLS FUND, GLOBAL FINANCIAL SERVICES HLS FUND, GLOBAL
HEALTH HLS FUND, GLOBAL TECHNOLOGY HLS FUND, INTERNATIONAL CAPITAL APPRECIATION
HLS FUND, INTERNATIONAL SMALL COMPANY HLS FUND AND FOCUS HLS FUND
NET ASSET VALUE ANNUAL RATE
First $250,000,000 0.650%
Next $250,000,000 0.600%
Amount Over $500,000,000 0.550%
Dated: August 28, 2002
