EXHIBIT d.(vii)
Form of Amended and Restated
Investment Services Agreement with Hartford Investment Management Company
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 1, 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 sixty days' prior written notice to HIMCO, (2) shall
immediately terminate in the event of its assignment, (3) may be
terminated by HIMCO 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
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 1, 2002.
HL INVESTMENT ADVISORS LLC
By: _____________________________
HARTFORD INVESTMENT
MANAGEMENT COMPANY
By: _____________________________
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 1, 2002