INVESTMENT SUB-ADVISORY AGREEMENT
This Investment Sub-Advisory Agreement is made by and between HL
Investment Advisors, Inc., a Connecticut corporation ("HL Advisors") and
Wellington Management Company, LLP, a Massachusetts partnership ("Wellington
Management").
WHEREAS, HL Advisors has entered into an agreement for the provision of
investment management services to the Hartford Series Fund, Inc. (the "Company")
currently comprised of the Hartford Growth and Income HLS Fund, and
WHEREAS, HL Advisors wishes to engage the services of Wellington
Management Company as Sub-Adviser to the Hartford Income and Growth HLS Fund,
("Portfolio") and any future series (together the "Portfolios") as agreed to
between HL Advisors and the Company), 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 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; (b) Section 851(b)(3) of the Code regarding the
limitation of gains from the disposition of securities and certain other
investments held less than three months; and (c) 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:
Net Asset Value Annual Rate
--------------- -----------
First $50,000,000 0.325%
Next $100,000,000 0.250%
Next $350,000,000 0.200%
Over $500,000,000 0.150%
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.
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 Managements' 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 and shall
continue in effect through _______________, 199_. 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.
(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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day of , 1998.
HL INVESTMENT ADVISORS, INC.
By:___________________________________
Name:
Title:
WELLINGTON MANAGEMENT COMPANY, LLP
By:___________________________________
Name:
Title: