AMENDED AND RESTATED
INVESTMENT SERVICES AGREEMENT
This Amended and Restated Investment Services Agreement ("Agreement") made
by and between HL Investment Advisors, LLC, a Delaware corporation ("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 the
Hartford Series Fund, Inc. (the "Company"), currently comprised of the
portfolios listed on Attachment A (each a "Portfolio" and together the
"Portfolios"), and,
WHEREAS, HL Advisors wishes to engage HIMCO to provide investment
management services to each Portfolio of the Company, and
WHEREAS, HIMCO is willing to perform such services on behalf of each
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 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 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.
6. 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.
7. 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 HIMCO shall be liable for 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.
8. (a) This Amended and Restated Investment Services Agreement shall be
effective on August 28, 2002. This Agreement 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 8(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 ninety
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.
(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.
9. 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.
10. 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.
11. 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.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of August 28, 2002.
HL INVESTMENT ADVISORS, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Senior Vice President
HARTFORD INVESTMENT
MANAGEMENT COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
President
ATTACHMENT A
The following series of the Hartford Series Fund, Inc. are made a part of this
agreement:
Hartford Bond HLS Fund
Hartford Index HLS Fund
Hartford Money Market HLS Fund
Hartford Mortgage Securities HLS Fund
Dated: August 28, 2002