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EXHIBIT (d).13
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
This Interim 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 Fortis Series Fund, 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
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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 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:
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Portfolios Sub-Advisory Rate
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Assets Annual Rate
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Fortis Asset Allocation Series First $50 Million 0.325%
Next $100 Million 0.250%
Next $350 Million 0.200%
Over $500 Million 0.150%
Fortis Aggressive Growth Series First $50 Million 0.400%
Next $100 Million 0.300%
Next $350 Million 0.250%
Over $500 Million 0.200%
Fortis Growth & Income Series First $50 Million 0.325%
Next $100 Million 0.250%
Next $350 Million 0.200%
Over $500 Million 0.150%
Fortis Value Series First $50 Million 0.400%
Next $100 Million 0.300%
Next $350 Million 0.250%
Over $500 Million 0.200%
Fortis Growth Stock Series First $50 Million 0.400%
Next $100 Million 0.300%
Next $350 Million 0.250%
Over $500 Million 0.200%
Fortis Global Growth Series 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.
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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 2, 2001 and
shall continue in effect through April 1, 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.
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(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.
[The remainder of this page is left blank intentionally.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the 2nd day of April, 2001.
HL INVESTMENT ADVISORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxxx
Title: Senior Vice President
WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Senior Vice President
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ATTACHMENT A
The following series of Fortis Series Fund, Inc. are made a part of
this Agreement:
Fortis Aggressive Growth Series
Fortis Asset Allocation Series
Fortis Global Growth Series
Fortis Growth & Income Series
Fortis Growth Stock Series
Fortis Value Series
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