EXHIBIT d.(xi)
INVESTMENT SUB-ADIVOSRY AGREEMENT WITH
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
INVESTMENT SUB-ADVISORY AGREEMENT
Agreement dated April 30, 2002 by and between HL Investment Advisors,
LLC, a Connecticut limited liability company (the "Manager") and ▇. ▇▇▇▇ Price
Associates, Inc, a corporation organized under the laws of Maryland (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 Blue Chip Stock 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, if any,
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; (r) 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 use the same level of
professional skill, care and judgment in the performance of its duties under
this Agreement as it does in its management of those investment companies the
Sub-Adviser directly manages. In so doing, the Sub-Adviser shall formulate and
implement a continuing program for the management of the assets of the Portfolio
that is consistent with the Prospectus (as hereinafter defined) and the policies
adopted by the Board. 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. Additional limitations may be placed on the
Sub-Adviser's investment decisions: (i) as required by applicable law; (ii) by
the Company's Board of Directors upon sixty (60) days written notice to the
Sub-Adviser; and/or (iii) by mutual agreement between the Company, the Manager
and the Sub-Adviser. The Company agrees to provide promptly to the Sub-Adviser a
copy of the documents mentioned above and all changes and amendments 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 uninvested assets 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. The Sub-Adviser may
utilize its trading desk in performing its obligations under this Paragraph 4.
The Sub-Adviser agrees that, in placing orders with broker-dealers for the
purchase or sale of portfolio securities, it shall attempt to obtain quality
execution at favorable security prices; provided that, on behalf of the
Portfolio, the Sub-Adviser may, in its discretion, agree to pay a broker-dealer
that furnishes brokerage or research services as such services are defined under
Section 28(e) of the Securities Exchange Act of 1934, as
amended ("1934 Act"), a higher commission than that which might have been
charged by another broker-dealer for effecting the same transactions, if the
Sub-Adviser determines in good faith that such commission is reasonable in
relation to the brokerage and research services provided by the broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of the Sub-Adviser with respect to the accounts as to which it
exercises investment discretion (as such term is defined under Section 3(a)(35)
of the 1934 Act). In no instance will portfolio securities be purchased from or
sold to the Sub-Adviser, or any affiliated person thereof, except in accordance
with the federal securities laws and rules and regulations thereunder.
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. The Manager shall promptly notify the
Sub-Adviser of any parties with whom engaging in a transaction for the Portfolio
would result in a violation of the 1940 Act.
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 and which
information and reports the Sub-Adviser and the Manager and/or the Company
mutually agree that the Sub-Adviser shall provide. The subjects of the reports
and information to be provided by the Sub-Adviser as of the date hereof are the
following:
Information concerning the Sub-Adviser's investment activities that is 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, provided that nothing in this Agreement shall be deemed to require
the Sub-Adviser to perform fund accounting activities;
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 mutually agreeable to the Sub-Adviser and the Manager and/or the
Company that is 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 adequacy of
services provided to the Portfolio by 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, which shall consist of : (i) a copy of the
Sub-Adviser's current Code of Ethics, and any amendments thereto; (ii) a
quarterly certification from the Sub-Adviser that it and relevant personnel have
complied with the Sub-Adviser's Code of Ethics; and (iii) in any circumstance
where a violation of such Code of Ethics has occurred, reasonable information
pertaining to the facts and circumstances surrounding such violation and the
actions taken to remedy such violation;
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 and as mutually agreed upon by
the Sub-Adviser and the Manager and/or the Company.
NON-EXCLUSIVE SERVICES, CONFLICTS OF INTEREST AND MATERIAL NONPUBLICINFORMATION.
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 maybe 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-1under 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 beheld 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 the Sub-Adviser or its
affiliates in any advertisement or other document without prior consent of the
Sub-Adviser. Similarly, the Sub-Adviser 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.
Specifically, the Manager and the Company agree to furnish Sub-Adviser with a
copy of any such advertisement or other document at least five (5) days prior to
its first use, and the Manager and the Company agree to refrain from such use if
Sub-Adviser reasonably objects thereto. However, the Parties to this Agreement
agree that they may reference one another as necessary in regulatory and other
legal filings, subject to the terms of Paragraph 12(a) of this Agreement.
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.
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 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 .5 of
1% of the Portfolio's first $50 million of average daily net assets and .40 of
1% of the Portfolio's average daily net assets in excess of $50 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 1940Act 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.
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.
REPRESENTATIONS OF THE MANAGER. The Manager represents and agrees that:
The Manager 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 Manager will
immediately notify the Sub-Adviser if it becomes aware of the occurrence of any
event that would disqualify the Manager 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 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 that
relate to the Sub-Adviser, the Portfolio or procedures relating to the
Sub-Adviser's management of the Portfolio and the opportunity to review and
comment upon such changes before they are finalized.
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.
Except as qualified elsewhere in this Agreement, the Manager shall continue to
have responsibility for all services to be provided to the Portfolio pursuant to
the Advisory Agreement and, in any event, shall oversee and review the
Sub-Adviser's performance of its duties under this Agreement.
The Adviser has furnished the Sub-Adviser with copies of each of the following
documents and will furnish to the Sub-Adviser at its principal office all future
amendments and supplements to such documents, if any, as soon as practicable
after such documents become available:
The Articles of Incorporation of the Company, as filed with the State of
Maryland Secretary of State, as in effect on the date hereof and as amended from
time to time("Articles");
The By-Laws of the Company as in effect on the date hereof and as amended from
time to time ("By-Laws");
Certified resolutions of the Board of the Company authorizing the appointment of
the Adviser and the Sub-Adviser and approving the form of the Advisory Agreement
and this Agreement;
The Company's Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-1A, as filed with the Securities and Exchange
Commission ("SEC") relating to the Portfolio and its shares and all amendments
thereto ("Registration Statement");
The Company's Prospectus (as defined above); and
Copies of any audited financial statements or reports made by the Company to its
shareholders or to any governmental body or securities exchange, including the
Company's annual and semi-annual reports to shareholders. Further, the Manager
shall furnish the Sub-Adviser with any further documents, materials or
information that the Company and/or the Manager mutually agree with the
Sub-Adviser will enable the Sub-Adviser to perform its duties under this
Agreement.
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, 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
gross 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 gross
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 gross 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, prepared in the manner described in Exhibit A
hereto.
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.
NOTICES. 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
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Legal Department
If to the Sub-Adviser: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(cc: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.)
▇. ▇▇▇▇ Price Associates, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers.
HL INVESTMENT ADVISORS, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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Senior Vice President
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Vice President
Attest:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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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 before
11:00 a.m. eastern time, a listing of the previous day's executed trades. Detail
on short-term trades done for cash management purposes must be sent via
facsimile by 10:30 a.m. eastern time on trade date. With respect to trades for
which no DTC affirmation is available, the Sub-Adviser will instruct the broker
to provide the Company's Fund Accounting Department (the "Department") with
duplicate, hard copy confirmations for such trades.
PORTFOLIO HOLDINGS. On a monthly 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, average cost and
coupon rate. The Sub-Adviser will also notify the Department as soon as
practicable as to a discrepancy in the information the Sub-Adviser has provided
the Department concerning trading information and/or the composition of the
Portfolio.
SECURITY PRICING. On a monthly basis, by telephone or facsimile: (i) review with
the Department the prices of the Portfolio's securities, which shall be provided
by the Department; (ii) inform the Department of any material disagreement with
such prices; (iii) provide the Department with the basis for any material
disagreement it may have with respect to a particular security's price; and (iv)
in any instance, and on any given business day, 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 provided that the Department shall have used reasonable
efforts to determine the price.