INVESTMENT SERVICES AGREEMENT
This investment services agreement made by and between HL Investment
Advisors, Inc., a Delaware corporation ("HL Advisors") and The Hartford
Investment Management Company, a Delaware corporation ("HIMCO").
WHEREAS, HL Advisors has entered into an agreement for the provision of
investment management services (the "Principal Advisory Contract") to the
Hartford Series Fund, Inc. (the "Company"), and
WHEREAS, HL Advisors wishes to engage HIMCO to provide investment
management services to the Hartford High Yield HLS Fund (a "Portfolio"), and
WHEREAS, HIMCO is willing to perform such services on behalf of the
Portfolio 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 HIMCO to provide investment management services
with respect to the assets of the Portfolio and to perform the services
hereinafter set forth subject to the terms and conditions of the investment
objectives, policies and restrictions of the Portfolio, and HIMCO hereby
accepts such employment and agrees during such period to assume the
obligations herein set forth for the compensation herein provided.
2. HIMCO shall evaluate and implement an investment program appropriate for
the Portfolio which shall be amended and updated from time to time as
financial and other economic conditions change as determined by HL Advisors
and HIMCO.
3. HIMCO, in consultation with HL Advisors when appropriate, will make all
determinations with respect to the investment of the assets of the
Portfolio 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 the Portfolio's securities
should be exercised.
4. HIMCO will regularly furnish reports with respect to the Portfolio 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 HIMCO's economic outlook and investment
strategy and a discussion of the portfolio activity and the performance of
the Portfolio 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. HIMCO shall manage the 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 the Portfolio as
set forth in the Portfolio's 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 of HL Advisors may from time to time
establish and deliver to HIMCO.
6. HIMCO will select the brokers or dealers that will execute the purchases
and sales of portfolio securities for the Portfolio and place, in the name
of the Portfolio or its nominees, all such orders. When placing such
orders, HIMCO shall use its best efforts to obtain the best net security
price available for the Portfolio. Subject to and in accordance with any
directions that the Board of Directors may issue from time to time, HIMCO
may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if
HIMCO determines in good faith that such amount of commission was
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 HIMCO's overall responsibilities with respect to
the Portfolio and HIMCO'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. HIMCO will promptly
communicate to the Board of Directors such information relating to
portfolio transactions as they may reasonably request.
7. As compensation for the performance of the services by HIMCO hereunder, HL
Advisors shall, as promptly as possible after the last day of each calendar
year quarter, pay HIMCO the equivalent of all direct and indirect expenses
incurred in the performance of its duties under this Agreement.
8. HIMCO 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 HIMCO shall have acted in good faith and with due care; provided,
however, that no provision in this Agreement shall be deemed to protect
HIMCO 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.
9. (a) This Agreement shall become effective on _____________________, 1998,
shall continue in effect for the same term as the Principal Advisory
Contract and shall be submitted to the Company's Board of Directors for
reapproval at the same time as the
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Principal Advisory Contract. 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 the 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 the 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 the
Portfolio's outstanding voting securities, or by HL Advisors on sixty days'
prior written notice to HIMCO, (2) shall immediately terminate in the event
of its assignment, (3) may be terminated by HIMCO on sixty 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 to HIMCO 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 investment management agreement between HL Advisors and
the Company dated May 29, 1998, as amended.
(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 HIMCO 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 HIMCO to engage in any other business or to
render services of any kind to any other corporation, firm, individual or
association.
11. It is the intention of the parties hereto that by this Agreement HIMCO
shall provide HL Advisors with such investment management and advisory
services as may be required by HL Advisors in managing and advising the
Portfolio pursuant to the terms of the Principal Advisory Contract. No
provision of this Agreement shall be construed or interpreted to grant
HIMCO any right or authority not granted to HL Advisors under the Principal
Advisory Contract, or to impose on HIMCO any duty or obligation not
otherwise imposed on HL Advisors under the Principal Advisory Contract.
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12. HL Advisors agrees that neither it nor any affiliate of HL Advisors will
use HIMCO's name or refer to HIMCO or HIMCO's clients in marketing and
promotional materials without prior notification to and authorization by
HIMCO, such authorization not to be unreasonably withheld.
13. 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.
14. 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.
15. 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 on the ______ day of _________________, 1998.
HL INVESTMENT ADVISORS, INC.
________________________________________________________________
By:
Title:
THE HARTFORD INVESTMENT
MANAGEMENT COMPANY
________________________________________________________________
By:
Title:
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