EXHIBIT d.(viii)
INVESTMENT SUB-ADVISORY AGREEMENT WITH
HARTFORD INVESTMENT MANAGEMENT COMPANY
INVESTMENT SUB-ADVISORY AGREEMENT
This investment sub-advisory agreement is made by and between HL
Investment Advisors, LLC, a Connecticut limited liability company ("HL
Advisors"), and 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 Hartford
HLS Series Fund II, Inc. (the "Company"), and
WHEREAS, HL Advisors wishes to engage HIMCO to provide investment
management services to the series of shares of the Company listed on Attachment
A (each a "Portfolio" and together the "Portfolios"), and
WHEREAS, HIMCO is willing to perform such 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:
HL Advisors hereby employs HIMCO to provide investment management services 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 HIMCO hereby accepts such
employment and agrees during such period to assume the obligations herein set
forth for the compensation herein provided.
HIMCO shall evaluate and implement an investment program appropriate for each
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.
HIMCO, 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.
HIMCO 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 HIMCO's economic outlook and 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.
HIMCO 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 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.
HIMCO 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, HIMCO
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, 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 Portfolios 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.
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.
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 negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement.
(a) This Agreement shall become effective on April 30, 2002, 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 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 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 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 another 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 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.
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.
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 Portfolios 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.
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.
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.
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.
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 30th day of April, 2002.
HL INVESTMENT ADVISORS, LLC
/s/ Xxxxx X. Xxxxxxxxxxxx
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By: Xxxxx X. Xxxxxxxxxxxx
Title: Senior Vice President
HARTFORD INVESTMENT
MANAGEMENT COMPANY
/s/ Xxxxx X. Xxxxxxxxxxxx
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By: Xxxxx X. Xxxxxxxxxxxx
Title: President
ATTACHMENT A
The following series of Hartford HLS Series Fund II, Inc. are made part
of this Agreement:
Hartford U.S. Government Securities HLS Fund
