EXHIBIT(d).2
INVESTMENT SUB-ADVISORY AGREEMENT
This Investment Sub-Advisory Agreement is made by and between Hartford
Investment Financial Services, LLC, a Delaware limited liability company
("HIFSCO") and Wellington Management Company, LLP, a Massachusetts limited
liability partnership ("Wellington Management").
WHEREAS, HIFSCO has entered into an agreement for the provision of
investment management services to Hartford-Fortis Series Fund, Inc. (the
"Company"), and
WHEREAS, HIFSCO wishes to engage the services of Wellington Management
as Sub-Adviser to each 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. HIFSCO 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 HIFSCO and Wellington Management.
3. Wellington Management, in consultation with HIFSCO 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
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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 HIFSCO 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 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 HIFSCO, and
subject further to such policies and instructions as the Board of
Directors or HIFSCO 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, HIFSCO 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:
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Assets Annual Rate
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The Hartford SmallCap Growth Fund First $50 Million 0.400%
The Hartford Growth Opportunities Fund Next $100 Million 0.300%
The Hartford Value Opportunities Fund Next $350 Million 0.250%
Over $500 Million 0.200%
The Hartford Growth Fund First $50 Million 0.400%
Next $100 Million 0.300%
Next $350 Million 0.250%
Next $500 Million 0.200%
Over $1 Billion 0.175%
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 HIFSCO 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 HIFSCO, 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.
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9. (a) This Agreement shall become effective on February 19, 2002 and
shall continue in effect through February 18, 2004. 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 HIFSCO 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 HIFSCO, but such termination
will not be effective until HIFSCO shall have contracted with one
or more persons to serve as a successor Sub-Adviser for the
Portfolio (or HIFSCO or an affiliate of HIFSCO 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 HIFSCO 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. HIFSCO agrees that neither it nor any affiliate of HIFSCO 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 19th day of February 2002.
HARTFORD INVESTMENT FINANCIAL
SERVICES, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Senior Vice President
WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/ Xxxxxx XxXxxxxxx
------------------------------
Name: Xxxxxx XxXxxxxxx
Title: President
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ATTACHMENT A
The Hartford SmallCap Growth Fund
The Hartford Growth Opportunities Fund
The Hartford Growth Fund
The Hartford Value Opportunities Fund
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