EXHIBIT d.(i)
Form of Amended and Restated
Investment Management Agreement
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
This Amended and Restated Investment Management Agreement ("Agreement")
is made by and between HL Investment Advisors LLC, a Connecticut corporation
("HL Advisors") and Hartford Series Fund, Inc., a Maryland corporation (the
"Company") whereby HL Advisors will act as investment manager to each series of
the Company as listed on Attachment A (each a "Portfolio" and together the
"Portfolios") and any future series as agreed to between HL Advisors and the
Company.
WHEREAS, the Company and HL Advisors wish to enter into an agreement
setting forth the services to be performed by HL Advisors for each Portfolio of
the Company as listed on Attachment A and the terms and conditions under which
such services will be performed.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein contained, the parties hereto agree as follows:
1. GENERAL PROVISION.
The Company hereby employs HL Advisors and HL Advisors hereby
undertakes to act as the investment manager of the Company and to
each Portfolio and to perform for the Company such other duties and
functions as are hereinafter set forth and such other duties as may
be necessary or appropriate in connection with its services as
investment manager. HL Advisors shall, in all matters, give to the
Company and its Board of Directors the benefit of its best judgment,
effort, advice and recommendations and shall, at all times conform
to, and use its best efforts to enable the Company to conform to (i)
the provisions of the Investment Company Act of 1940 (the
"Investment Company Act") and any rules or regulations thereunder,
(ii) any other applicable provisions of state or federal law; (iii)
the provisions of the Articles of Incorporation and By-Laws of the
Company as amended from time to time; (iv) policies and
determinations of the Board of Directors of the Company; (v) the
fundamental policies and investment restrictions of the Company and
Portfolios as reflected in the Company's registration statement
under the Investment Company Act or as such policies may, from time
to time, be amended by the Company's shareholders, and (vi) the
Prospectus and Statement of Additional Information of the Company in
effect from time to time. The appropriate officers and employees of
HL Advisors shall be available upon reasonable notice for
consultation with any of the Directors and officers of the Company
with respect to any matters dealing with the business and affairs of
the Company including the valuation of any of each Portfolios'
securities which are either not registered for public sale or not
being traded on any securities market.
2. INVESTMENT MANAGEMENT SERVICES
(a) HL Advisors shall, subject to the direction and control by
the Company's Board of Directors, (i) regularly provide
investment advice and recommendations to each Portfolio with
respect to its investments, investment policies and the
purchase and sale of securities; (ii) supervise continuously
the investment program of each Portfolio and the composition
of its portfolio securities and determine what securities
shall be purchased or sold by each Portfolio; and (iii)
arrange, subject to the provisions of paragraph 5 hereof, for
the purchase of securities and other investments for each
Portfolio and the sale of securities and other investments
held in each Portfolio.
(b) HL Advisors shall provide such economic and statistical data
relating to each Portfolio and such information concerning
important economic, political and other developments as HL
Advisors shall deem appropriate or as shall be requested by
the Company's Board of Directors.
3. SUB-ADVISERS AND SUB-CONTRACTORS.
HL Advisors, upon approval of the Board of Directors and
shareholders where appropriate, may engage one or more investment
advisers which are either registered as such or specifically exempt
from registration under the Investment Advisers Act of 1940, to act
as sub-advisers to provide, with respect to existing and future
Portfolios of the Company, some or all of the services set forth in
this Agreement.
4. BROKERAGE TRANSACTIONS.
When placing orders for the purchase or sale of a Portfolio's
securities, HL Advisors or any subadviser approved in accordance
with Section 3 of this Agreement, shall use its best efforts to
obtain the best net security price available for a Portfolio.
Subject to and in accordance with any directions which the Board of
Directors may issue from time to time, HL Advisors or the
subadviser, if applicable, may also be authorized to effect
individual securities transactions at commission rates in excess of
the minimum commission rates available, if HL Advisors or the
subadviser, if applicable, determines in good faith that such amount
of commission is reasonable in relation to the value of the
brokerage or research services provided by such broker or dealer,
viewed in terms of either that particular transaction or HL
Advisors' or the subadviser's overall responsibilities with respect
to a Portfolio and other advisory clients. The execution of such
transactions shall not be deemed to represent an unlawful act or
breach of any duty created by this Agreement or otherwise. HL
Advisors or the subadviser will promptly communicate to the Board of
Directors such information relating to portfolio transactions as the
Board may reasonably request.
5. EXPENSES.
Expenses to be paid by the Company, include, but are not limited to
(i) interest and taxes; (ii) brokerage commissions; (iii) premium
for fidelity and other insurance coverage requisite to the Company's
operations; (iv) the fees and expenses of its non-interested
directors; (v) legal, audit and fund accounting expenses; (vi)
custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) fees and expenses
related to the registration under federal and state securities laws
of shares of the Company for public sale; (ix) expenses of printing
and mailing prospectuses, reports, notices and proxy material to
shareholders of the Company; (x) all other expenses incidental to
holding meetings of the Company's shareholders; and (xi) such
extraordinary non-recurring expenses as may arise, including
litigation affecting the Company and any obligation which the
Company may have to indemnify its officers and Directors with
respect thereto. Any officer or employee of HL Advisors or of any
entity controlling, controlled by or under common control with HL
Advisors, who may also serve as officers, directors or employees of
the Company shall not receive any compensation from the Company for
their services.
6. COMPENSATION OF HL ADVISORS.
As compensation for the services rendered by HL Advisors, each
Portfolio shall pay to HL Advisors as promptly as possible after
the last day of each month during the term of this Agreement, a fee
accrued daily and paid monthly, as shown on Attachment B attached
hereto.
HL Advisors, or an affiliate of HL Advisors, may agree to subsidize
any of the Portfolios to any level that HL Advisors, or any such
affiliate, may specify. Any such undertaking may be modified or
discontinued at any time.
If it is necessary to calculate the fee for a period of time which
is less than a month, then the fee shall be (i) calculated at the
annual rates provided above but prorated for the number of days
elapsed in the month in question as a percentage of the total number
of days in such month, (ii) based upon the average of the
Portfolio's daily net asset value for the period in question, and
(iii) paid within a reasonable time after the close of such period.
7. LIABILITY OF HL ADVISORS.
HL Advisors shall not be liable for any loss or losses sustained by
reason of any investment including the purchase, holding or sale of
any security, or with respect to the administration of the Company,
as long as HL Advisors shall have acted in good faith and with due
care; provided, however, that no provision in this Agreement shall
be deemed to protect HL Advisors against any liability to the
Company or its shareholders by reason of its willful misfeasance,
bad faith or gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under
this Agreement.
8. DURATION OF AGREEMENT.
(a) This Amended and Restated Investment Management Agreement
shall be effective on August 1, 2002. This Agreement, unless
sooner terminated in accordance with 8(b) below, shall
continue in effect from year to year provided that its
continuance is specifically approved at least annually (1) by
a vote of a majority of the members of the Board of Directors
of the Company or by a vote of a majority of the outstanding
voting securities of each Portfolio, and (2) in either event,
by the vote of a majority of the members of the Company's
Board of Directors who are not parties to this Agreement or
interested persons of any such party, cast in person at a
meeting called for the purpose of voting on this Agreement.
(b) This Agreement (1) may be terminated at any time without the
payment of any penalty either by a vote of a majority of the
members of the Board of Directors of the Company or by a vote
of a majority of the Portfolio's outstanding voting
securities, on sixty days' prior written notice to HL
Advisors; (2) shall immediately terminate in the event of its
assignment and (3) may be terminated by HL Advisors on sixty
days' prior written notice to the Portfolio, but such
termination will not be effective until the Portfolio shall
have contracted with one or more persons to serve as a
successor investment adviser for the Portfolio and such
person(s) shall have assumed such position.
(c) As used in this Agreement, the terms "assignment", "interested
person" and "vote of majority of the Company's outstanding
voting securities" shall have the meanings set forth for such
terms in the 1940 Act, as amended.
(d) Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other
party to this Agreement to whom such notice is to be given at
such party's current address.
10. ADDITIONAL SERIES.
The amendment of this Agreement for the sole purpose of adding one
or more Portfolios shall not be deemed an amendment affecting an
already existing Portfolio and requiring the approval of
shareholders of that Portfolio.
11. INVALID PROVISIONS.
If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
12. GOVERNING LAW.
To the extent that federal securities laws do not apply, this
Agreement and all performance hereunder shall be governed by the
laws of the State of Connecticut which apply to contracts made and
to be performed in the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of August 1, 2002.
HL INVESTMENT ADVISORS LLC
By: ____________________________
HARTFORD SERIES FUND, INC.
By: ____________________________
ATTACHMENT A
The following series of the Hartford Series Fund, Inc. are made a part of this
agreement:
Hartford Focus HLS Fund
Hartford Global Communications HLS Fund
Hartford Global Financial Services HLS Fund
Hartford Global Health HLS Fund
Hartford Global Leaders HLS Fund
Hartford Global Technology HLS Fund
Hartford Growth and Income HLS Fund
Hartford Growth HLS Fund
Hartford High Yield HLS Fund
Hartford International Capital Appreciation HLS Fund
Hartford International Small Company HLS Fund
Hartford MidCap Value HLS Fund
Hartford Value HLS Fund
Dated: August 1, 2002
ATTACHMENT B
The advisory fee shall be accrued daily and paid monthly, based upon the
following annual rates and upon the calculated daily net asset value of the
Portfolio:
GLOBAL LEADERS HLS FUND, GROWTH AND INCOME HLS FUND AND HIGH YIELD HLS FUND
NET ASSET VALUE ANNUAL RATE
First $250,000,000 0.575%
Next $250,000,000 0.525%
Next $500,000,000 0.475%
Amount Over $1 Billion 0.425%
VALUE HLS FUND, GROWTH HLS FUND AND MIDCAP VALUE HLS FUND
NET ASSET VALUE ANNUAL RATE
First $250,000,000 0.625%
Next $250,000,000 0.575%
Next $500,000,000 0.525%
Amount Over $1 Billion 0.475%
GLOBAL COMMUNICATIONS HLS FUND, GLOBAL FINANCIAL SERVICES HLS FUND, GLOBAL
HEALTH HLS FUND, GLOBAL TECHNOLOGY HLS FUND, INTERNATIONAL CAPITAL APPRECIATION
HLS FUND, INTERNATIONAL SMALL COMPANY HLS FUND AND FOCUS HLS FUND
NET ASSET VALUE ANNUAL RATE
First $250,000,000 0.650%
Next $250,000,000 0.600%
Amount Over $500,000,000 0.550%
Dated: August 1, 2002