EXECUTION COPY
INVESTMENT SUB-ADVISORY AGREEMENT
Agreement dated as of March 20, 2006 by and between HL Investment Advisors,
LLC, a Connecticut limited liability company (the "Manager") and SSgA Funds
Management, Inc., a Massachusetts corporation (the "Sub-Adviser") whose
principal office is located at State Street Financial Center, ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
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 comprises a number of separate series;
WHEREAS, the Board of Directors of the Company and the Manager desire to
retain the Sub-Adviser to render investment advisory services to that discrete
portion of the assets of one series of the Company, the SmallCap Value HLS Fund
(the "Portfolio") deemed appropriate from time to time by the Manager in its
discretion (the "Assets"), subject to the periodic review by the Board of
Directors, in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Manager and the Sub-Adviser agree as follows:
1. APPOINTMENT AND EXPENSES OF THE SUB-ADVISER. The Manager hereby appoints
the Sub-Adviser to serve as sub-adviser with respect to the Assets, 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 employed by the Manager or its affiliates;
(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;
and (r) travel expenses for attendance at Board of Directors' meetings by
members of the Board of Directors of the Company who are not employed by the
Manager or its affiliates. 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.
2. 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, in accordance with the provisions of Section 3 hereof, 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 with respect to the Assets on behalf
of the Portfolio. The Sub-Adviser shall not be responsible for providing
investment advice, and shall not act as sub-adviser, with respect to any assets
of the Company, or any portfolio thereof, other than the Assets 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, the Internal Revenue Code of 1986, as
amended, and all other applicable federal and state laws and regulations, except
for the investment management activities specifically delegated to the
Sub-Adviser pursuant to this Agreement.
3. POWERS OF THE SUB-ADVISER.
3.1. 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. The Sub-Adviser shall not be bound by any changes to the Company's
Articles of Incorporation or the Prospectus relating to the Portfolio and shall
have no responsibility to monitor compliance with limitations or restrictions
specifically applicable to the Company imposed by such changes until the
Sub-Adviser has received written notice of any such change, limitation or
restriction.
3.2. While the Sub-Adviser will have day-to-day responsibility for the
discretionary investment decisions to be made on behalf of the Assets of the
Portfolio, the
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Sub-Adviser will be subject to oversight and supervision of 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 regulations promulgated
thereunder, or as otherwise required by law.
3.3. 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,
upon receipt of such amendment, the Sub-Adviser shall immediately notify the
Manager of such pending transaction. The Sub-Adviser may proceed with such
transaction unless and until the Sub-Adviser receives written notice from the
Manager to terminate such transaction provided that proceeding with the
transaction would not violate any applicable law, rule or regulation. So long as
the Sub-Adviser complies with all provisions of this Section 3.3, the
Sub-Adviser will not be responsible for any loss that may result from the
completion of the transaction.
3.4. 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 Assets of the Portfolio, in its discretion to:
(a) exercise any conversion and/or subscription rights available
in connection with any securities or other investments held in the
Portfolio;
(b) 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;
(c) 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;
(d) provided the Custodian has timely forwarded the relevant
proxy materials, 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, all in accordance with the Sub-Adviser's proxy policy, a
copy of which has been delivered to the Manager; and
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(e) generally, perform any other act necessary to enable the
Sub-Adviser to carry out its obligations under this Agreement.
3.5. The Sub-Adviser shall not be responsible for filing proofs of
claim on behalf of the Company;
4. SELECTION OF BROKER-DEALERS. The Sub-Adviser shall select the brokers
and dealers through whom transactions on behalf of the Portfolio will be
executed (including, to the extent permissible under applicable law and
regulations, affiliates of the Sub-Adviser) 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. In
selecting brokers or dealers to execute a particular transaction and in
evaluating the best terms available with respect to such transaction under the
circumstances, so long as the Sub-Adviser endeavors to obtain best execution,
the Sub-Adviser is authorized to consider the brokerage and research services
(within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as
amended) (the "34 Act") provided to the Sub-Adviser.
4.1. It is understood that certain other clients (including other
funds, portfolios and accounts) of the Sub-Adviser may invest in securities
similar to those in which the Portfolio invests 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. In connection with its management of the Portfolio and
consistent with its obligations to the Portfolio and such other clients, the
Sub-Adviser, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities or investments to
be sold or purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. 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.
4.2. The Sub-Adviser agrees that it will only enter into transactions
that are covered by Section 10(f), Section 17(a) or Section 17(e) of the 1940
Act if it has (i) complied with Rule 10f-3, Rule 17a-7 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 Sub-Adviser shall not consult with any other sub-adviser of the
Company, or any portfolio thereof, concerning any transaction of the
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Company, or any portfolio thereof, in securities or other assets other than for
purposes of complying with the conditions of paragraphs (a) and (b) of Rule
12d3-1 under the 1940 Act. Aside from parties that are 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.
4.3. The Manager hereby agrees and consents that the Sub-Adviser and
its affiliates are authorized (but not required) to execute agency cross
transactions (collectively "cross transactions") for the Portfolio provided such
transactions comply with Rule 206(3)-2 under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), Rule 17e-1 under the 1940 Act and any
applicable laws or regulations.
5. 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 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:
(a) Information required by the Manager to determine the Company's and
the 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;
(b) 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;
(c) Information required by the Manager to satisfy its reporting
obligations to the Company arising from the Investment Management Agreement
between the Manager and the Company;
(d) Information requested by the Manager to determine the Portfolio's
compliance with Rules 17f-5 and 17f-7 under the 1940 Act, relating to
foreign custodians and sub-custodians and foreign securities depositories;
(e) 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;
(f) Information required by the Manager to determine compliance with
Rule 10f-3, Rule 17a-7 and Rule 17e-1 under the 1940 Act and Rule 206(3)-2
under the Advisers Act, with respect to the Sub-Adviser's (or its
affiliates') activities on behalf of the Portfolio; and
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(g) Information necessary to respond to specific inquiries from the
Company's management and/or Board of Directors.
6. 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 Rule 204A-1 under the Advisers 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 material nonpublic information, it has complied, and will continue to comply,
with Section 204A of the Advisers Act and any rules thereunder.
7. DISCLOSURE OF INFORMATION AND CONFIDENTIALITY.
7.1. 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.
7.2. Subject to Section 7.1, 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.
7.3. Subject to Section 7.1, the Company and the Manager agree that
all information which has or will come into their possession or knowledge
concerning the
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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.
7.4. During the term of this Agreement, the Manager and the Company
agree to furnish the Sub-Adviser at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature or other material prepared
for distribution to shareholders of the Company or the public, which refer to
the Sub-Adviser in any way, prior to use thereof and not to use material without
the Sub-Adviser's prior approval. 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. 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.
8. 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 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 provided to the Sub-Adviser by the
Manager. The Company agrees to provide promptly to the Sub-Adviser a copy of all
relevant Custodian Agreements, and all changes made to such documents.
9. 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. Except with respect to research services obtained in
accordance with Section 28(e) of the 34 Act, 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.
10. 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
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year of the Company, a monthly management fee as set forth in Exhibit B hereto.
Expense caps or fee waivers for the Portfolio that may be agreed to by the
Manager, but not agreed to by the Sub-Adviser, shall not cause a reduction in
the amount of the payment to the Sub-Adviser by the Manager. 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 Assets 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.
11. REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents and
agrees that:
(a) 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.
(b) 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.
(c) 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.
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(d) 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.
(e) 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.
12. REPRESENTATIONS OF THE MANAGER. The Manager represents and agrees that:
(a) 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 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.
(b) 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 laws, and the rules thereunder, as they pertain to the
Portfolio.
(c) 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.
(d) The Company is either (i) excluded from the definition of the term
"pool" under Section 4.5 of the General Regulations under the Commodity
Exchange Act ("Rule 4.5"), or (ii) a qualifying entity under Rule 4.5(b)
for which a notice of eligibility has been filed.
13. LIABILITY, INDEMNIFICATION AND FORCE MAJEURE.
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13.1. 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, or its shareholders 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.
13.2. The Manager shall indemnify the Sub-Adviser, its affiliated
persons, its officers, directors and employees, for any liability and expenses,
including reasonable attorneys' fees, which may be sustained as a result of the
Manager's willful misconduct, bad faith, negligence, reckless disregard of its
duties hereunder or violation of applicable law, including, without limitation,
the 1940 Act and federal and state securities laws, or as a result of any untrue
statement of a material fact contained in the Registration Statement, Prospectus
covering shares of the Portfolio, Portfolio marketing materials and advertising,
including any amendment thereof or any supplement thereto, or the omission to
state therein a material fact required to be stated therein or necessary to make
the statement therein not misleading, if such a statement or omission was made
other than in reliance upon and in conformity with written information furnished
by the Sub-Adviser, or any affiliated person of the Sub-Adviser or other than
upon verbal information confirmed by the Sub-Adviser in writing; provided,
however, that in no case is the Manager's indemnity in favor of the Sub-Adviser
or any affiliated person or controlling person of the Sub-Adviser deemed to
protect such person against any liability to which any such person would
otherwise be subject by reason of willful misconduct, bad faith or negligence in
the performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement. Without limiting the foregoing, the
Sub-Adviser shall have no liability for any act or omission taken by the
Manager, another Sub-Adviser, or any other third party other than third parties
retained, employed or otherwise acting at the behest of the Sub-Adviser, in
respect of any portion of the Portfolio's assets not managed by the Sub-Adviser
pursuant to this Agreement.
13.3. The Sub-Adviser shall indemnify the Manager, its affiliated
persons, its officers, directors and employees, for any liability and expenses,
including reasonable attorneys' fees, which may be sustained as a result of the
Sub-Adviser's willful misconduct, bad faith, gross negligence, reckless
disregard of its duties hereunder or violation of applicable law, including,
without limitation, the 1940 Act and federal and state securities laws, or as a
result of any untrue statement of a material fact contained in the Registration
Statement, including any amendment thereof or any supplement thereto, or the
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, if such a statement or
omission was made in reliance upon and in conformity with written information
furnished by the Sub-Adviser to the Manager, the Portfolio, the Company or any
affiliated person of the Manager, the Portfolio or the Company or upon verbal
confirmation confirmed by the Sub-Adviser in writing, or to the extent of, and
as a result of, the failure of the Sub-Adviser to execute, or cause to be
executed, portfolio investment transactions according to the requirements of the
1940 Act; provided, however, that in no case is the Sub-Adviser's indemnity in
favor of the Manager or any affiliated person or controlling person of the
Manager deemed to protect such person against any liability to which any such
person would otherwise be
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subject by reason of willful misconduct, bad faith or negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
13.4. Neither party shall be held responsible for their nonperformance
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 ;provided, however, that each party shall have
adequate disaster recovery plans and facilities in place at all times.
14. TERM, RENEWAL AND TERMINATION.
14.1. 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.
14.2. 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 (as defined in the 1940 Act) of
such Portfolio; or (3) by the Sub-Adviser or the Manager on 60 days' written
notice to the other and to the Company.
14.3. 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.
14.4. 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.
14.5. 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.
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15. AMENDMENT. No material 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 Board of Directors
of the Company and, if required by the 1940 Act, by the vote of a majority of
the outstanding shares of the Portfolio, as defined in the 1940 Act.
16. AUTHORITY AND ENFORCEABILITY
16.1. 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.
16.2. 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.
17. 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.
18. 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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
If to the Sub-Adviser: SSgA Funds Management, Inc.
State Street Financial Center
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax # (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Chief Compliance Officer
or such other name or address as may be given in writing to the other party.
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Unless specifically provided elsewhere, notice given as provided above shall be
deemed to have been received, 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.
19. 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ ------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Manager
Attest: SSgA FUNDS MANAGEMENT, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------ ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: President
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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:
SmallCap Value HLS Fund
Attn: Mutual Fund Accounting
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
1. DOCUMENTATION OF TRADES. On a daily basis at approximately 8:00 am
central time, a listing of the previous day's executed trades shall be sent via
email to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as a CSV file. Manager will be set up as an
interested party for DTC confirms.
2. PORTFOLIO HOLDINGS. On a daily basis at approximately 11:00 am central
time, a list of the Portfolio's positions for the previous day shall be sent via
email to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The list should include the following
information where applicable: long description, cusip/sedol number, maturity
date, par/principal amounts, market value, market price and coupon rate.
3. SECURITY PRICING. On a daily basis, by facsimile or other means, in any
instance where the pricing services utilized by the Company's Fund Accounting
Department (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. A broker and a representative of the Sub-Adviser shall
be available to assist the Manager with fair value pricing of a security on any
day that such pricing becomes necessary.
4. CANCELS AND CORRECTS: Trades which are canceled or corrected will be
sent via email (▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) or facsimile within a reasonable
timeframe following the canceled or corrected trade. The Sub-Adviser will call
Mutual Fund Accounting at the above telephone number immediately following a
canceling or correcting trade.
5. COMMISSIONS: On a quarterly basis, a report of commissions in an Excel
file will be sent by the 3rd business day following the end of such month via
e-mail to: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Such report shall include the fund number,
trade date, CUSIP, description of the security, transaction code, shares,
principal, trade order number, commission paid and broker code (broker
commission of credit).
EXHIBIT B
MANAGEMENT FEES
NET ASSET VALUE PERCENTAGE
----------------- ----------
First $50 million .50%
Next $50 million .45%
Over $100 million .40%
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