AGREEMENT REGARDING
CONTINUATION OF SUB-ADVISORY AGREEMENT(S)
WITH LAZARD ASSET MANAGEMENT LLC
(Please complete and return this form as soon
as possible)
By my signature below, on behalf of the fund or
funds listed below (the Fund(s)), the firm
identified below (the Manager) and Lazard
Asset Management LLC (▇▇▇) hereby agree
as follows:
1. Notwithstanding any assignment and termination
of any existing sub-advisory agreements between the
Manager and ▇▇▇, that will result from a public
offering of shares of Lazard Ltd described in the
letter from ▇▇▇ dated February 9, 2005, the Manager
and ▇▇▇ hereby agree that all terms and conditions
set forth in the sub-advisory agreement will
continue in full force and effect.
2. The Board(s) of Directors/Trustees of the
Fund(s) have duly authorized the continuation of
the sub-advisory agreements.
3. The undersigned has authority to enter into
this Agreement.
LIST APPLICABLE FUNDS HERE
Hartford International Stock HLS Fund
Agreed to and accepted this 12th day of
April, 2005
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
(Authorized Signatory)
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
LAZARD ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(Authorized Signatory)
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
Please return this form to ▇▇▇ by fax to: (212)
▇▇▇-▇▇▇▇, and by mail to: Lazard Asset
Management LLC, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇.
INVESTMENT SUB-ADVISORY AGREEMENT
Agreement dated this 30th day of
April, 2002 by and between HL Investment
Advisors, LLC, a Connecticut limited
liability company (the "Manager") and
Lazard Asset Management, a division of
Lazard Freres & Co. LLC, a limited liability
company organized under the laws of New
York (the "Sub-Adviser").
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);
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
International Stock HLS Fund (the
"Portfolio");
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 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; (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.
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 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.
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.
3.2 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.
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, 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.
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 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) 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
(e) generally, perform
any other act necessary to enable the
Sub-Adviser to carry out its
obligations under this Agreement.
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 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.
4.1 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.
4.2 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.
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 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:
(a) Information
reasonably 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;
(b) Information
reasonably 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
reasonably 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;
(d) 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;
(e) Information
reasonably 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
reasonably 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
(g) Information
reasonably 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 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.
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 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.
7.3 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.
7.4 The Manager and the
Company agree not to refer to Lazard Asset
Management, Lazard Freres & Co. LLC or
their affiliates in any advertisement or other
document without prior consent of the Sub-
Adviser. Similarly, Lazard Asset
Management, Lazard Freres & Co. LLC and
their 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 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.
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.
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 year of the Company, a
monthly management fee at the annual rate
of .45 of 1% of the Portfolio's first $100
million of average daily net assets and .375
of 1% of the Portfolio's average daily net
assets in excess of $100 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.
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.
(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) 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.
(f) 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 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.
(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 and insurance 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.
13. LIABILITY, INDEMNIFICATION AND
FORCE MAJEURE.
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, its
shareholders, FBIC 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.
13.2 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 discretion conferred upon it
pursuant to this Agreement, including
reasonable attorneys' fees incurred in
connection with any such claim, 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, including reasonable attorneys' fees
incurred in connection with any such claim.
13.3 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.
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 1940 Act) 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 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.
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.
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 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
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Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Legal Department
If to the Sub-Adviser:
Lazard Asset Management
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Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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.
19. CHANGE IN
MEMBERSHIP. The Sub-Adviser shall
notify the Manager of any change in the
membership of the Sub-Adviser within a
reasonable period of time following such a
change.
20. 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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left blank.]
IN WITNESS WHEREOF, the
parties hereto have caused this instrument to
be executed by their duly authorized
officers.
Attest: HL INVESTMENT ADVISORS, LLC
By: /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
Attest: LAZARD ASSET MANAGEMENT
a division of Lazard
Freres & Co. LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 4/30/02
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
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 that day's
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.
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.