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EXHIBIT (d).3
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Agreement dated April 2, 2001 by and between HL Investment Advisors,
LLC, a Connecticut limited liability company (the "Manager") and Alliance
Capital Management L.P., a limited partnership organized under the laws of
Delaware (the "Sub-Adviser") whose principal office is located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Manager serves as the investment adviser and manager for
Fortis Series Fund, 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 one series of the Company, the
Large Cap Growth Series (the "Portfolio");
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Manager and the Sub-Adviser agree as follows:
1. 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 Portfolio 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 Portfolio's
administrative and other direct expenses, including, but not limited to: (a)
fees pursuant to any plan of distribution that the Portfolio may adopt; (b) the
Portfolio's 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 Portfolio's holdings; (d) Federal,
state, local and foreign taxes, including issue and transfer taxes incurred by
or levied on the Portfolio; (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
Portfolio; (o) the Company's
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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.
2. DUTIES OF THE SUB-ADVISER. The Sub-Adviser will deal in good faith
and with due diligence and will use professional skill, care and judgment in the
performance of its duties under this Agreement. In so doing, the Sub-Adviser
shall formulate and implement a continuing program for the management of the
assets of the Portfolio. 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 Portfolio 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 Portfolio. The Manager shall be responsible for the administration
of the investment activities of the Company and the Portfolio, 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.
3. POWERS OF THE SUB-ADVISER.
3.1 The Sub-Adviser's power to direct the investment and
reinvestment of the assets of the Portfolio 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 Portfolio 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 Company agrees to provide
promptly to the Sub-Adviser a copy of the documents mentioned above and all
changes made to such documents.
3.2 While the Sub-Adviser will have day-to-day responsibility
for the discretionary investment decisions to be made on behalf of the
Portfolio, 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 Portfolio's 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
Portfolio's 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.
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3.3 In the event the Sub-Adviser's compliance with any
amendment of the Portfolio's investment objectives, policies and restrictions or
other limitations placed on the Sub-Adviser's investment decisions with respect
to the Portfolio would interfere with the completion of any transaction
commenced on behalf of the Portfolio prior to the Sub-Adviser's knowledge of
such amendment, the Sub-Adviser may complete such transaction unless doing so
would violate any applicable law, rule or regulation. In such an event, the
Sub-Adviser will not be responsible for any loss that may result from the
completion of the transaction.
3.4 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 Portfolio, in its discretion to:
(a) exercise any conversion and/or subscription rights
available in connection with any securities or other investments held
in the Portfolio;
(b) maintain all or part of the Portfolio's assets uninvested
in short-term income-producing instruments for such periods of time as
shall be deemed reasonable and prudent by the Sub-Adviser;
(c) 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 Portfolio, and to pay cash for securities or other
cash and/or securities instruments delivered to the Custodian and/or
credited to the Portfolio upon acquisition of the same for the
Portfolio;
(d) determine how to vote all proxies received with respect to
securities held in the Portfolio and direct the Custodian as to the
voting of such proxies; and
(e) generally, perform any other act necessary to enable the
Sub-Adviser to carry out its obligations under this Agreement.
4. SELECTION OF BROKER-DEALERS. The Sub-Adviser shall select the
brokers and dealers through whom transactions on behalf of the Portfolio 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 the
description of the process contained in the Prospectus.
(a) 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 Portfolio
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 Portfolio 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
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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 Portfolio and the Sub-Adviser's
other clients.
(b) The Sub-Adviser agrees that it will only enter into
transactions that are covered by Section 10(f) or Section 17(e) of the
1940 Act if it has (i) complied with Rule 10f-3 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. Aside from
parties that are known or should be known by the Sub-Adviser, the
Manager shall promptly notify the Sub-Adviser of any additional parties
with whom engaging in a transaction for the Portfolio would result in a
violation of the 1940 Act.
5. REPORTS AND INFORMATION TO BE PROVIDED BY THE SUB-ADVISER. The
Sub-Adviser shall furnish such information and reports relating to the
Portfolio, 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:
(a) Information required by the Manager to determine the
Company's and Portfolio's compliance with the 1940 Act, the Advisers
Act, the Internal Revenue Code, applicable federal and state securities
and insurance laws and other applicable laws and regulations or
regulatory and taxing authorities in the United States and other
relevant countries;
(b) Information required by the Manager to meet the accounting
and operational requirements of the Portfolio. Specific examples of the
types of reports and information that will be needed by the Manager and
the Company are set forth in Exhibit A, attached hereto;
(c) 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;
(d) Information reasonably requested by the Manager to
determine the Portfolio's compliance with Rule 17f-5 under the 1940
Act, relating to foreign custodians and sub-custodians;
(e) 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 Portfolio;
(f) Information required by the Manager to determine
compliance with Rule 10f-3 and Rule 17e-1 under the 1940 Act with
respect to the Sub-Adviser's (or its affiliates') activities on behalf
of the Portfolio; and
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(g) Information reasonably necessary to respond to specific
inquiries from the Company's management and/or Board of Directors.
6. 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 Portfolio. 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 Portfolio. Actions taken by the Sub-Adviser on behalf of the Portfolio 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.
7. DISCLOSURE OF INFORMATION AND CONFIDENTIALITY.
7.1 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 Portfolio.
7.2 Subject to the preceding paragraph, the Sub-Adviser agrees
that all information which has or will come into its possession or knowledge
concerning the Portfolio or its 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 Portfolio are
similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may
disclose such investments without direct reference to the Portfolio. The
Sub-Adviser may also include the name of the Portfolio in a representative
client list.
7.3 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
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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.
7.4 The Manager and the Company agree not to refer to Alliance
Capital Management L.P. or its affiliates in any advertisement or other document
without prior consent of the Sub-Adviser. Similarly, Alliance Capital Management
L.P. and its affiliates shall not refer to the Manager, the Company, the
Portfolio, or any affiliate of the Mananger in any advertisement or other
document without the Manager's prior consent. However, the Parties to this
Agreement agree that they may reference one another as necessary in regulatory
and other legal filings. Further, the parties agree that they will not
unreasonably withhold permission to use their names or otherwise reference them
in materials used to describe the Portfolio and/or the Company.
8. 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 Portfolio's assets, shall provide the Sub-Adviser with a true and
complete copy of each agreement with the Custodian that deals with the
Portfolio's 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.
9. DELEGATION OF THE SUB-ADVISER'S RESPONSIBILITIES. The Sub-Adviser
may not delegate its investment advisory responsibilities as Sub-Adviser to the
Portfolio. 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 Portfolio 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
Portfolio, 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.
10. 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 of
.50 of 1% of the Portfolio's first $100 million of average daily net assets; .45
of 1% of the Portfolio's next $100 million of average daily net assets; and .40
of 1% of the Portfolio's average daily net assets in excess of $200 million. 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 Portfolio as determined as of the close of each
business day of the month pursuant to the Articles
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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 Portfolio 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.
11. REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents and
agrees that:
(a) 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, the Internal Revenue Code, 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.
(b) The Sub-Adviser will maintain, keep current and accurate,
and preserve all records with respect to the Portfolio 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. 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 Portfolio 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.
(c) 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.
(d) 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.
(e) 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 Organization, 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.
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(f) 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.
(g) The Sub-Adviser agrees to notify the Manager of any
changes in the membership of the general partners of the Sub-Adviser
within a reasonable time after such change.
12. REPRESENTATIONS OF THE MANAGER. The Manager represents and agrees
that:
(a) 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 Portfolio. 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.
(b) 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 Portfolio.
(c) 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.
(d) The Manager will maintain, keep current and accurate and
preserve all records with respect to the Portfolio as are required of
it under the Advisers Act and 1940 Act and the rules and regulations
promulgated thereunder with respect to transactions by the Sub-Adviser
on behalf of the Portfolio. In compliance with Rule 31a-3 under the
1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Portfolio are the property of the Company, agrees to
preserve for the persons prescribed
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by Rule 31a-2 under the Act any records which it maintains for the
Portfolio and which are required to be maintained by Rule 31a-1(b)
(2(iii), (5), (6), (7), (9) and (10) under the 1940 Act, and further
agrees to surrender promptly to the Company any records which it
maintains for the Portfolio upon request by the Company.
13. LIABILITY, INDEMNIFICATION AND FORCE MAJEURE.
13.1 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 Portfolio, its shareholders,
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 negligence on their part in the performance of
their duties or from reckless disregard by them of their duties under this
Agreement.
13.2 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 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 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.
13.3 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.
14. TERM, RENEWAL AND TERMINATION.
14.1 This Agreement shall, with respect to the Portfolio,
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 ▇▇▇▇ ▇▇▇) of such Portfolio. 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.
14.2 This Agreement may be terminated with respect to the
Portfolio at any time without the payment of any penalty by the Portfolio (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
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Portfolio (as defined in the 1940 Act); or (3) by the Sub-Adviser on 60 days'
written notice to the Manager and the Company.
14.3 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.
14.4 On the effective date of any termination of this
Agreement or as close to such date as is reasonably possible, the Sub-Adviser
shall provide the Manager with a final report for the Portfolio which will
include the fair market value for each of the Portfolio's investments.
14.5 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.
15. 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 Portfolio, as defined in the 1940 Act.
16. AUTHORITY AND ENFORCEABILITY.
16.1 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.
16.2 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.
17. 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 State of
Connecticut which apply to contracts made and performed in the State of
Connecticut.
18. 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
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Fax: ()
Attn: Legal Department
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If to the Sub-Adviser: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Alliance Capital Management L.P.
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Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
Copy to: ▇▇▇▇▇ ▇▇▇▇▇▇
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.
19. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers.
Attest: HL INVESTMENT ADVISORS, LLC.
By:
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Attest: ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corp.,
General Partner
By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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EXHIBIT A
EXAMPLES OF THE ROUTINE ACCOUNTING AND OPERATIONAL INFORMATION
AND DOCUMENTATION REQUIREMENTS OF THE PORTFOLIO TO BE SATISFIED BY
THE SUB-ADVISER
The following information is to be provided to:
Fortis Series Fund, Inc.
ATTN: Fund Accounting
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FAX: (▇▇▇) ▇▇▇-▇▇▇▇
PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
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.
At the end of each week, by mail, hard copies of documentation for that week's
executed 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. On a weekly
basis, with respect to trades for which no DTC affirmation is available, hard
copies of broker confirmations for such trades.
2. PORTFOLIO HOLDINGS. On a weekly basis, via facsimile and mail, 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. On a daily basis, by telephone or facsimile: (i)
review with the Company's Fund Accounting Department (the "Department") the
prices of the Portfolio's securities, which shall be provided by the Department;
(ii) inform the Department of its agreement or disagreement with such prices;
(iii) provide the Department with the basis for any disagreement it may have
with respect to a particular security's price and its opinion (along with
outside broker quotes) as to what that security's price should be; and (iv) 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.
