EXHIBIT d.(iv)
INVESTMENT SUB-ADVISORY AGREEMENT WITH
ALLIANCE CAPITAL MANAGEMENT, LP
INVESTMENT SUB-ADVISORY AGREEMENT
Agreement dated April 30, 2002 by and between HL Investment Advisors,
LLC, a Connecticut limited liability company (the "Manager") and Alliance
Capital Management L.P., a limited partnership organized under the laws of
Delaware (the "Sub-Adviser") whose principal office is located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Manager serves as the investment adviser and manager for
Hartford HLS Series Fund II, Inc. (the "Company"), an open-end, management
investment company registered with the Securities and Exchange Commission
("SEC") pursuant to the Investment Company Act of 1940, as amended ("1940 Act"),
that is comprised of a number of separate series of investments that act as
funding vehicles for various variable annuity contracts and variable universal
life insurance policies issued by Fortis Benefits Insurance Company ("FBIC")
and/or First Fortis Life Insurance Company ("First Fortis");
WHEREAS, the Manager desires to retain the Sub-Adviser to assist the
Manager in furnishing an investment program to one series of the Company, the
Hartford LargeCap Growth HLS Fund (the "Portfolio");
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Manager and the Sub-Adviser agree as follows:
APPOINTMENT AND EXPENSES OF THE SUB-ADVISER.
The Manager hereby appoints the Sub-Adviser to serve as sub-adviser with respect
to the assets of the Portfolio and to perform the services hereinafter set forth
and the Sub-Adviser hereby accepts such appointment. The Sub-Adviser agrees, for
the compensation herein provided, to assume all obligations herein provided and
bear all its personnel and other expenses associated with the performance of its
services hereunder. The Company shall be responsible for the Portfolio's
administrative and other direct expenses, including, but not limited to: (a)
fees pursuant to any plan of distribution that the Portfolio may adopt; (b) the
Portfolio's brokerage and commission expenses, including all ordinary and
reasonable transaction costs; (c) fees and expenses of pricing services used by
the Company to determine the value of the Portfolio's holdings; (d) Federal,
state, local and foreign taxes, including issue and transfer taxes incurred by
or levied on the Portfolio; (e) interest charges on any Portfolio borrowings;
(f) the Company's organizational and offering expenses; (g) the cost of the
Company's personnel providing services to the Company; (h) fees and expenses of
registering the Company's shares under the appropriate Federal securities laws
and of qualifying the Company's shares under applicable state securities laws
and pursuant to any foreign laws; (i) expenses of printing and distributing
reports to the Company's shareholders, proxy materials, prospectuses and
distribution of dividends; (j) costs of the Company's shareholders' meetings and
proxy solicitation; (k) charges and expenses of the Company's custodian and
registrar, transfer agent and dividend disbursing agent; (l) compensation of the
Company's officers, directors and employees that are not "affiliated persons" or
"interested persons" [as defined in Section 2(a) of the 1940 Act and the rules,
regulations and releases relating thereto] of the Sub-Adviser; (m) the Company's
legal and auditing expenses; (n) cost of certificates representing shares of the
Portfolio; (o) the
Company's costs of stationery and supplies; (p) the Company's insurance
expenses; (q) the Company's association membership dues; I travel expenses of
officers and employees of the Sub-Adviser to the extent such expenses relate to
the attendance of such persons at meetings at the request of the Board of
Directors of the Company (EXCEPT that a representative of the Sub-Adviser will
attend one Board meeting per year, at the Sub-Adviser's own expense); and (s)
travel expenses for attendance at Board of Directors meetings by members of the
Board of Directors of the Company who are not "interested persons" or
"affiliated persons" of the Sub-Adviser. The Sub-Adviser shall for all purposes
herein be deemed to be an independent contractor and shall, except as expressly
provided or authorized (whether herein or otherwise), have no authority to act
for or on behalf of the Company in any way or otherwise be deemed an agent of
the Company.
DUTIES OF THE SUB-ADVISER.
The Sub-Adviser will deal in good faith and with due diligence and will use
professional skill, care and judgment in the performance of its duties under
this Agreement. In so doing, the Sub-Adviser shall formulate and implement a
continuing program for the management of the assets of the Portfolio. The
Sub-Adviser shall amend and update such program from time to time as financial
and other economic conditions warrant. The Sub-Adviser shall make all
determinations with respect to the investment of the assets of the Portfolio and
shall take such steps as may be necessary to implement the same, including the
placement of purchase and sale orders on behalf of the Portfolio. The Manager
shall be responsible for the administration of the investment activities of the
Company and the Portfolio, including compliance with the requirements of the
1940 Act, except for the investment management activities specifically delegated
to the Sub-Adviser pursuant to this Agreement.
POWERS OF THE SUB-ADVISER.
The Sub-Adviser's power to direct the investment and reinvestment of the assets
of the Portfolio shall be exercised in accordance with applicable law, the
Company's Articles of Incorporation and the investment objectives, policies and
restrictions set forth in the then-current Prospectus and Statement of
Additional Information (collectively the "Prospectus") relating to the Portfolio
contained in the Company's Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended. The Company and/or the Manager may also
place additional limitations on the Sub-Adviser's investment decisions by
written notice to the Sub-Adviser. The Company agrees to provide promptly to the
Sub-Adviser a copy of the documents mentioned above and all changes made to such
documents.
While the Sub-Adviser will have day-to-day responsibility for the discretionary
investment decisions to be made on behalf of the Portfolio, the Sub-Adviser will
be subject to oversight by the Manager. Such oversight, however, shall not
require prior approval of discretionary investment decisions made by the
Sub-Adviser except as may be required by applicable law, the Portfolio's
investment policies and restrictions and/or any limitations imposed on the
Sub-Adviser by the Company and/or the Manager pursuant to the preceding
paragraph. The Manager shall retain the right to instruct the Sub-Adviser to
effect any transactions necessary to ensure compliance with the Portfolio's
investment policies and restrictions as well as the requirements of Subchapter M
of the Internal Revenue Code and the provisions of Section 817(h) of the
Internal Revenue Code and the regulations promulgated thereunder.
In the event the Sub-Adviser's compliance with any amendment of the Portfolio's
investment objectives, policies and restrictions or other limitations placed on
the Sub-Adviser's investment decisions with respect to the Portfolio would
interfere with the completion of any transaction commenced on behalf of the
Portfolio prior to the Sub-Adviser's knowledge of such amendment, the
Sub-Adviser may complete such transaction unless doing so would violate any
applicable law, rule or regulation. In such an event, the Sub-Adviser will not
be responsible for any loss that may result from the completion of the
transaction.
Further, and except as may be qualified elsewhere in this Agreement, the
Sub-Adviser is hereby authorized, for and on behalf of the Company, with respect
to the Portfolio, in its discretion to:
exercise any conversion and/or subscription rights available in connection with
any securities or other investments held in the Portfolio;
maintain all or part of the Portfolio's assets uninvested in short-term
income-producing instruments for such periods of time as shall be deemed
reasonable and prudent by the Sub-Adviser;
instruct the Custodian, in accordance with the Custodian Agreement, to deliver
for cash received, securities or other cash and/or securities instruments sold,
exchanged, redeemed or otherwise disposed of from the Portfolio, and to pay cash
for securities or other cash and/or securities instruments delivered to the
Custodian and/or credited to the Portfolio upon acquisition of the same for the
Portfolio;
determine how to vote all proxies received with respect to securities held in
the Portfolio and direct the Custodian as to the voting of such proxies; and
generally, perform any other act necessary to enable the Sub-Adviser to carry
out its obligations under this Agreement.
SELECTION OF BROKER-DEALERS.
The Sub-Adviser shall select the brokers and dealers through whom transactions
on behalf of the Portfolio will be executed and the markets on or in which such
transactions will be executed and shall place, in the name of the Portfolio or
its nominee (or appropriate foreign equivalent), all such orders. In selecting
brokers and dealers to execute such transactions, and in negotiating brokerage
commissions, and in obtaining research, statistical and other information from
brokers and dealers in connection with Portfolio transactions, the Sub-Adviser
shall comply with the description of the process contained in the Prospectus.
It is understood that certain other clients (including other funds, portfolios
and accounts) of the Sub-Adviser may have investment objectives and policies
similar to those of the Portfolio and that the Sub-Adviser may, from time to
time, make recommendations that
result in the purchase (or sale) of a particular security by its other clients
and the Portfolio during the same period of time. If transactions on behalf of
more than one client during the same period increase the demand for securities
being purchased or the supply of securities being sold, there may be an adverse
effect on price or quantity. In such event, the Sub-Adviser shall allocate the
securities or investments to be purchased or sold, as well as the expenses
incurred in the transactions (including price) in a manner the Sub-Adviser
considers equitable and consistent with its obligations to the Portfolio and the
Sub-Adviser's other clients.
The Sub-Adviser agrees that it will only enter into transactions that are
covered by Section 10(f) or Section 17(e) of the 1940 Act if it has (i) complied
with Rule 10f-3 or Rule 17e-1 thereunder, respectively, or the terms of an
appropriate exemptive order issued to the Company by the SEC, and (ii) has
complied with the procedures adopted thereunder by the Board of Directors of the
Company which may, pursuant to authority granted by the Company, be supplemented
by interpretive guidelines of the Manager. Aside from parties that are known or
should be known by the Sub-Adviser, the Manager shall promptly notify the
Sub-Adviser of any additional parties with whom engaging in a transaction for
the Portfolio would result in a violation of the 1940 Act.
(c) Subject to the Sub-Adviser's obligations to seek best execution
and the above referenced securities regulations, the Manager, on behalf of the
Portfolio, hereby authorizes the Sub-Adviser, in its sole discretion, to execute
brokerage transactions with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC ("SCB LLC"), an
affiliate of the Sub-Adviser, or any other broker-dealer deemed to be an
affiliate of the Sub-Adviser (together with SCB LLC, the "Affiliated
Broker-Dealers") pursuant to and in compliance with Rule 17e-1 under the
Investment Company Act of 1940. In all such dealings, the Affiliated
Broker-Dealers shall be authorized and entitled to retain any commissions,
remuneration or profits which may be made in such transactions and shall not be
liable to account for the same to the Manager.
The Manager further authorizes the Sub-Adviser, through its Affiliated
Broker-Dealers, to execute agency cross transactions (the "Agency Cross
Transactions") on behalf of the Portfolio pursuant to and in compliance with
Rule 206(3)-2 under the Investment Advisers Act of 1940. Agency Cross
Transactions are transactions which may be effected by the Affiliated
Broker-Dealers acting for both the Portfolio and the counterparty of the
transaction. Agency Cross Transactions enable the Sub-Adviser to aggregate
purchases or sales of securities for the Portfolio at a set price and possibly
avoid an unfavorable price movement that may be created by placing such purchase
or sale order into the market. As such, the Sub-Adviser believes that Agency
Cross Transactions can provide meaningful benefits for the Portfolio and its
clients generally. The Manager should be aware, however, that in any Agency
Cross Transaction an Affiliated Broker-Dealer will be receiving commissions from
both sides of the trade and, therefore, there is a potentially conflicting
division of loyalties and responsibilities.
REPORTS AND INFORMATION TO BE PROVIDED BY THE SUB-ADVISER.
The Sub-Adviser shall furnish such information and reports relating to the
Portfolio, its holdings and transactions involving Portfolio securities as the
Manager and/or the Company may reasonably require to fulfill its or their legal
responsibilities or to meet regulatory requirements or discharge other duties
they may have. Among the subjects of the reports and information to be provided
by the Sub-Adviser are the following:
Information required by the Manager to determine the Company's and Portfolio's
compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code,
applicable federal and state securities and insurance laws and other applicable
laws and regulations or regulatory and taxing authorities in the United States
and other relevant countries;
Information required by the Manager to meet the accounting and operational
requirements of the Portfolio. Specific examples of the types of reports and
information that will be needed by the Manager and the Company are set forth in
Exhibit A, attached hereto;
Information required by the Manager to satisfy its reporting obligations to the
Company arising from the Investment Advisory and Management Agreement between
the Manager and the Company;
Information reasonably requested by the Manager to determine the Portfolio's
compliance with Rule 17f-5 under the 1940 Act, relating to foreign custodians
and sub-custodians;
Information required by the Manager to determine the Sub-Adviser's compliance
with Rule 17j-1 under the 1940 Act with respect to the Sub-Adviser's activities
on behalf of the Portfolio;
Information required by the Manager to determine compliance with Rule 10f-3 and
Rule 17e-1 under the 1940 Act with respect to the Sub-Adviser's (or its
affiliates') activities on behalf of the Portfolio; and
Information reasonably necessary to respond to specific inquiries from the
Company's management and/or Board of Directors.
NON-EXCLUSIVE SERVICES, CONFLICTS OF INTEREST AND MATERIAL NONPUBLIC
INFORMATION.
The Manager understands that the Sub-Adviser and its affiliates may furnish
investment management and advisory services to others, and that the Sub-Adviser
and its affiliates shall be at all times free, in their discretion, to make
recommendations to, and investments for, others which may or may not correspond
to investments made for the Portfolio. The Manager further understands that the
Sub-Adviser, its affiliates, and any officer, director, stockholder, employee or
any member of their families may or may not have an interest in the securities
whose purchase and sale the Sub-Adviser effects for the Portfolio. Actions taken
by the Sub-Adviser on behalf of the Portfolio may be the same as, or different
from, actions taken by the Sub-Adviser on its own behalf or for others or from
actions taken by the Sub-Adviser's affiliates, officers, directors, partners,
employees of the Sub-Adviser or its affiliates, or the family members of such
persons or other investors. The Sub-Adviser represents that it has in effect a
code of ethics that complies with Rule 17j-1 under the 1940 Act and has
procedures in place that, taken together, provide reasonable enforcement of the
code's provisions. Similarly, the Sub-Adviser represents that, with respect to
the use of nonmaterial nonpublic information, it has complied, and will continue
to comply, with Section 204A of the Investment Advisers Act of 1940, as amended
("Advisers Act") and any rules thereunder.
DISCLOSURE OF INFORMATION AND CONFIDENTIALITY.
The Sub-Adviser, the Company and the Manager, either during or after the
termination of this Agreement, are authorized with respect to matters arising
out of this Agreement to make any disclosures and/or participate in any conduct
required by any applicable law, rule, regulation, self-regulating organization,
investment exchange or any other body having regulatory or enforcement
responsibility with respect to any investment business conducted by the
Sub-Adviser on behalf of the Portfolio.
Subject to the preceding paragraph, the Sub-Adviser agrees that all information
which has or will come into its possession or knowledge concerning the Portfolio
or its investments in connection with this Agreement shall be held by the
Sub-Adviser in confidence. The Sub-Adviser shall make no use of such information
other than for the performance of this Agreement, shall disclose such
information only to the directors, officers or employees of the Sub-Adviser or
its affiliated firms or of any third party appointed pursuant to this Agreement
requiring such information and shall not disclose such information to any other
person without the written consent of the Company; provided, however, that to
the extent the investments for the Portfolio are similar to investments for
other clients of the Sub-Adviser, the Sub-Adviser may disclose such investments
without direct reference to the Portfolio. The Sub-Adviser may also include the
name of the Portfolio in a representative client list.
Subject to the preceding paragraph, the Company and the Manager agree that all
information which has or will come into their possession or knowledge concerning
the operations and procedures of the Sub-Adviser shall be held by the Company
and the Manager in confidence. The Company and the Manager shall make no use of
such information other than for the performance of this Agreement, shall
disclose such information only to their directors, officers or employees or
those of its affiliated firms and shall not disclose such information to any
other person without the written consent of the Sub-Adviser.
The Manager and the Company agree not to refer to Alliance Capital Management
L.P. or its affiliates in any advertisement or other document without prior
consent of the Sub-Adviser. Similarly, Alliance Capital Management L.P. and its
affiliates shall not refer to the Manager, the Company, the Portfolio, or any
affiliate of the Manager in any advertisement or other document without the
Manager's prior consent. However, the Parties to this Agreement agree that they
may reference one another as necessary in regulatory and other legal filings.
Further, the parties agree that they will not unreasonably withhold permission
to use their names or otherwise reference them in materials used to describe the
Portfolio and/or the Company.
7.5 Notwithstanding the foregoing, the Manager hereby
authorizes the Sub-Adviser to disclose through whatever means it deems
appropriate (CHECK THE APPROPRIATE BOXES BELOW):
(a) Yes / / No / / that the Manager is an investment
management client of the Sub-Adviser;
(b) Yes / / No / / the type of investment mandate(s) that
the Sub-Adviser is managing for the
Portfolio from time to time (e.g.,
domestic equity); and/or
(c) Yes / / No / / solely in the limited context of the
Sub-Adviser's responses to Request for
Proposals, the value of the assets
managed for the Portfolio by the
Sub-Adviser from time to time.
If the Manager does not check either "yes" or "no" to any of the requested
disclosure authorizations indicated in (a) through (c) above, the Manager shall
be deemed to have no objection to the Sub-Adviser disclosing information. The
Manager may revoke these authorizations at any time by written notice to the
Sub-Adviser.
DEALINGS WITH THE CUSTODIAN. The Manager shall notify the Sub-Adviser of the
appointment of the custodian(s) ("Custodian") for all or any portion of the
Portfolio's assets, shall provide the Sub-Adviser with a true and complete copy
of each agreement with the Custodian that deals with the Portfolio's assets
("Custodian Agreements"), and shall provide the Sub-Adviser with the names of
persons authorized to act on behalf of the Custodian and such other information
as the Sub-Adviser shall reasonably require. The Sub-Adviser agrees to give
instructions in accordance with the terms of the applicable Custodian
Agreements. The Company agrees to provide promptly to the Sub-Adviser a copy of
all relevant Custodian Agreements, and all changes made to such documents.
DELEGATION OF THE SUB-ADVISER'S RESPONSIBILITIES.
The Sub-Adviser may not delegate its investment advisory responsibilities as
Sub-Adviser to the Portfolio. However, the Sub-Adviser may employ, retain or
otherwise avail itself of the services and facilities of persons and entities
within its own organization or any other organization for the purpose of
providing the Sub-Adviser, the Manager or the Portfolio with such information,
advice or assistance, including but not limited to advice regarding economic
factors and trends and advice as to transactions in specific securities, as the
Sub-Adviser may deem necessary, appropriate or convenient for the discharge of
its obligations hereunder or as may otherwise be helpful to the Manager or the
Portfolio, or in the discharge of the Sub-Adviser's overall responsibilities
with respect to the other accounts for which it serves as investment manager or
investment adviser. The Sub-Adviser's acquisition of information, advice or
assistance pursuant to this paragraph shall be at the Sub-Adviser's own expense
and shall not relieve the Sub-Adviser of any of its obligations under this
Agreement.
COMPENSATION.
For the services to be rendered under this Agreement and the facilities to be
furnished, the Manager shall pay to the Sub-Adviser for each fiscal year of the
Company, a monthly management fee at the annual rate of .50 of 1% of the
Portfolio's first $100 million of average daily net assets; .45 of 1% of the
Portfolio's next $100 million of average daily net assets; and .40 of 1% of the
Portfolio's average daily net assets in excess of $200 million. The monthly
management fee shall be paid to the Sub-Adviser not later than the tenth
business day of the month following the month in which such services were
rendered and shall be based upon the average net asset values of all the issued
and outstanding shares of the Portfolio as determined as of the close of each
business day of the month pursuant to the Articles of Incorporation, Bylaws and
currently effective Prospectus of the Portfolio. Payments of the monthly
management fee will be accompanied by documentation that verifies the
calculation of such fee. If the management of the Portfolio by the Sub-Adviser
commences or terminates at any time other than the beginning or end of a month,
the management fee shall be prorated for that portion of such month during which
this Agreement was in force.
REPRESENTATIONS OF THE SUB-ADVISER.
The Sub-Adviser represents and agrees that:
The Sub-Adviser is registered as an "investment adviser" under the Advisers Act
and is currently in compliance in all material respects and shall at all times
continue to comply in all material respects with the requirements imposed upon
it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state
securities laws and all applicable rules and regulations thereunder as they
relate to the services provided under this Agreement. The Sub-Adviser will
immediately notify the Manager if it becomes aware of the occurrence of any
event that would disqualify the Sub-Adviser from serving as an investment
adviser of an investment company pursuant to Section 9 of the 1940 Act or any
other applicable law or regulation.
The Sub-Adviser will maintain, keep current and accurate, and preserve all
records with respect to the Portfolio as are required of it under the Advisers
Act and the 1940 Act, in the manner provided by such Acts and the rules
thereunder. The Sub-Adviser agrees that such records are the property of the
Company, and following termination of this Agreement will be surrendered to the
Company promptly upon request except to the extent that they are required to be
retained by the Sub-Adviser under applicable law. Further, such records shall be
open to inspection by the Company. The Sub-Adviser will also assure that the
Company will have the same access as the Sub-Adviser has to records relating to
the Portfolio that are held by relevant third parties. Such inspections will be
at reasonable times during business hours and only upon reasonable notice of the
Company's desire to make an inspection.
The Sub-Adviser agrees to advise the Manager of any developments, such as the
reassignment of a portfolio manager, that would require Prospectus disclosure
and to provide any necessary information related to such developments.
The Sub-Adviser has provided the Manager and the Company with a copy of its most
recent and complete Form ADV and will promptly furnish them with copies of any
material amendments to the Form.
If the Sub-Adviser's performance of its obligations under this Agreement takes
place in the United Kingdom, the Sub-Adviser shall be and shall remain during
the effectiveness of this Agreement, a member of the Investment Management
Regulatory Organization, Ltd. ("IMRO") and thereby regulated in the conduct of
Investment Business (as defined in IMRO's rules) by the IMRO. The Company and
the Manager will be treated as a Non-Private Customer (as defined in IMRO's
rules) of the Sub-Adviser.
The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly
authorized officer of the Sub-Adviser that designates the officers or employees
of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser
in connection with this Agreement. The Sub-Adviser agrees that, until such time
as the Manager is otherwise informed in writing by a duly authorized officer of
the Sub-Adviser, the Manager shall be authorized and entitled to rely on any
notice, instruction, request, order or other communication, given either in
writing or orally, and reasonably believed by the Manager in good faith to be
given by an authorized representative of the Sub-Adviser.
The Sub-Adviser agrees to notify the Manager of any changes in the membership of
the general partners of the Sub-Adviser within a reasonable time after such
change.
REPRESENTATIONS OF THE MANAGER.
The Manager represents and agrees that:
The Manager is registered as an "investment adviser" under the Advisers Act and
has provided to the Sub-Adviser a copy of its most recent and complete Form ADV,
along with a copy of the Investment Advisory and Management Agreement between
the Manager and the Company and the current Company Prospectus regarding the
Portfolio. After any amendment to the documents referenced in this paragraph,
the Manager will promptly furnish a copy of such amended document to the
Sub-Adviser. In addition, the Manager will provide the Sub-Adviser with notice
of proposed changes in the Prospectus and the opportunity to review and comment
upon such changes before they are finalized, wherever possible.
The Manager and the Company are currently in material compliance and shall at
all times continue to be in material compliance with the relevant requirements
of the Advisers Act, the 1940 Act, all applicable state securities and insurance
laws, and the rules thereunder, as they pertain to the Portfolio.
The Manager shall furnish the Sub-Adviser with a certificate, signed by a duly
authorized officer of the Manager that designates the officers or employees of
the Manager having authority to act for and on behalf of the Manager in
connection with this Agreement. The Manager agrees that, until such time as the
Sub-Adviser is otherwise informed in writing by a duly authorized officer of the
Manager, the Sub-Adviser shall be authorized and entitled to rely on any notice,
instruction, request, order or other communication, given either in writing or
orally, and reasonably believed by the Sub-Adviser in good faith to be given by
an authorized representative of the Manager.
The Manager will maintain, keep current and accurate and preserve all records
with respect to the Portfolio as are required of it under the Advisers Act and
1940 Act and the rules and regulations promulgated thereunder with respect to
transactions by the Sub-Adviser on behalf of the Portfolio. In compliance with
Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for the Portfolio are the property of the Company, agrees to
preserve for the persons prescribed by Rule 31a-2 under the Act any records
which it maintains for the Portfolio and which are required to be maintained by
Rule 31a-1(b) (2(iii), (5), (6), (7), (9) and (10) under the 1940 Act, and
further agrees to surrender promptly to the Company any records which it
maintains for the Portfolio upon request by the Company.
LIABILITY, INDEMNIFICATION AND FORCE MAJEURE.
The Sub-Adviser, its affiliated firms or its or their employees, officers, or
directors will not be liable for any error of judgment or mistake of law or for
any loss suffered by the Portfolio, its shareholders, FBIC contract owners or
First Fortis contract owners in connection with the performance of their duties
under this Agreement, except for loss resulting from willful misfeasance, bad
faith or negligence on their part in the performance of their duties or from
reckless disregard by them of their duties under this Agreement.
The Manager shall indemnify the Sub-Adviser against all claims which may be made
against the Sub-Adviser in connection with the exercise of the powers and
discretions conferred upon it pursuant to this Agreement, EXCEPT insofar as such
claims allege or are the result of the willful misfeasance, bad faith or
negligence of the Sub-Adviser or
any of its affiliated firms or its or their employees, officers or directors or
its or their breach of this Agreement or violation of applicable law.
Conversely, the Sub-Adviser shall indemnify the Manager and the Company against
all claims alleging or resulting from the willful misfeasance, bad faith or
negligence of the Sub-Adviser or any of its affiliated firms or its or their
employees, officers or directors or its or their breach of this Agreement or
violation of applicable law.
Neither party shall be held responsible for their non-performance of any of
their obligations under this Agreement by reason of any cause beyond their
control, including any breakdown or failure of transmission, communication or
computer facilities, postal or other strikes or similar industrial action and
the failure of any relevant exchange, clearing house and/or broker for any
reason to perform its obligations.
TERM, RENEWAL AND TERMINATION.
This Agreement shall, with respect to the Portfolio, become effective as of the
date first above written and shall remain in force for two years thereafter, and
for successive annual periods thereafter but only so long as each such
continuance is specifically approved at least annually by (1) a majority of the
Directors of the Company who are not parties to this Agreement or interested
persons of any such parties (other than as Directors of the Company), by vote
cast in person at a meeting called for the purpose of voting on such approval;
or (2) a vote of the holders of a majority of the outstanding voting securities
(as defined in the ▇▇▇▇ ▇▇▇) of such Portfolio. It shall be the duty of the
Directors of the Company to request and evaluate, and the duty of the Manager
and Sub-Adviser to furnish, such information as may be reasonably necessary to
evaluate the terms of this Agreement and any renewal hereof.
This Agreement may be terminated with respect to the Portfolio at any time
without the payment of any penalty by the Portfolio (1) by a vote of a majority
of the entire Board of Directors of the Company on sixty (60) days' written
notice to the Manager and the Sub-Adviser; (2) by vote of the holders of a
majority of the outstanding voting securities of such Portfolio (as defined in
the 1940 Act); or (3) by the Sub-Adviser on 60 days' written notice to the
Manager and the Company.
This Agreement shall automatically terminate in the event of its assignment, as
that term is defined in Section 2(a)(4) of the 1940 Act and the rules
thereunder.
On the effective date of any termination of this Agreement or as close to such
date as is reasonably possible, the Sub-Adviser shall provide the Manager with a
final report for the Portfolio which will include the fair market value for each
of the Portfolio's investments.
Upon the Manager's receipt or service of any notice given by or to the Company
concerning the termination of the Manager's appointment as the investment
adviser to the Company, the Manager shall immediately forward a copy of such
notice to the Sub-Adviser and the Sub-Adviser's appointment under this Agreement
shall terminate on the same date as the termination of the Manager's
appointment.
AMENDMENT.
No amendment to or modification of this Agreement shall be effective unless and
until it is set forth in a written amendment signed by the Manager and the
Sub-Adviser and
approved by the vote of a majority of the outstanding shares of the Portfolio,
as defined in the 1940 Act.
AUTHORITY AND ENFORCEABILITY.
Each of the parties to this Agreement hereby represents that it is duly
authorized and empowered to execute, deliver, and perform this Agreement and
that such actions do not conflict with or violate any provision of law, rule,
regulation, other legal requirement, contract or other instrument to which it is
a party or to which it is subject and that this Agreement constitutes a valid
and binding obligation, inuring to the benefit of the Manager and the
Sub-Adviser and their respective successors, enforceable in accordance with its
terms.
If any provision of this Agreement shall be held or made invalid or
unenforceable by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby and any such invalid or
unenforceable provision shall be deemed to be replaced with a valid and
enforceable provision that most closely reflects the intention of the parties.
APPLICABLE LAW. To the extent that state law is not preempted by the provisions
of any law of the United States heretofore or hereafter enacted, as the same may
be amended from time to time, this Agreement shall be administered, construed
and enforced according to the laws of the State of Connecticut which apply to
contracts made and to be performed in the State of Connecticut.
All notices hereunder shall be in writing and shall be delivered in person or by
facsimile (followed by delivery in person) to the parties at the addresses set
forth below:
If to the Manager: HL Investment Advisors, LLC
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Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Legal Department
If to the Sub-Adviser: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Alliance Capital Management L.P.
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Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
Copy to: ▇▇▇▇▇ ▇▇▇▇▇▇
or such other name or address as may be given in writing to the other party.
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and if by facsimile and mail, on the date on which such facsimile is
sent.
EXECUTION. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers.
Attest: HL INVESTMENT ADVISORS, LLC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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Senior Vice President
Attest: ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corp.,
General Partner
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Assistant General Counsel
and Senior Vice President
EXHIBIT A
EXAMPLES OF THE ROUTINE ACCOUNTING AND OPERATIONAL INFORMATION
AND DOCUMENTATION REQUIREMENTS OF THE PORTFOLIO TO BE SATISFIED BY
THE SUB-ADVISER
The following information is to be provided to:
Hartford HLS Series Fund II, Inc.
Attn: Fund Accounting
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FAX: (▇▇▇) ▇▇▇-▇▇▇▇
PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
1. DOCUMENTATION OF TRADES. On a daily basis, via facsimile, a
listing of that day's executed trades and copies of the trade tickets for those
trades. At the end of each week, by mail, hard copies of documentation for that
week's executed trades. The signature or initials of the portfolio manager or
duly authorized officer or employee of the Sub-Adviser should be placed on the
trade tickets to validate the authenticity of the trading information. On a
weekly basis, with respect to trades for which no DTC affirmation is available,
hard copies of broker confirmations for such trades.
2. PORTFOLIO HOLDINGS. On a weekly basis, via facsimile and mail, a
list of the Portfolio's holdings. The list should include the following
information, for each of the Portfolio's holdings, where applicable: long
description, cusip/sedol number, maturity date, par/principal amounts, market
value, market price, coupon rate and bond rating.
3. SECURITY PRICING. On a daily basis, by telephone or facsimile:
(i) review with the Company's Fund Accounting Department (the "Department") the
prices of the Portfolio's securities, which shall be provided by the Department;
(ii) inform the Department of its agreement or disagreement with such prices;
(iii) provide the Department with the basis for any disagreement it may have
with respect to a particular security's price and its opinion (along with
outside broker quotes) as to what that security's price should be; and (iv) in
any instance where the pricing services utilized by the Department do not
provide a price for a security held by the Portfolio, provide the Department
with reasonable assistance in determining a price for such security.