Exhibit 4(f)
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, made this 2nd day of May, 1994, by and between
Mutual of America Capital Management Corporation, a Delaware corporation (the
"Adviser"), and Xxxx Xxxxx Management, Inc., a New York corporation (the
"Subadviser").
W I T N E S S E T H
WHEREAS, Mutual of America Investment Corporation (the "Investment
Company") is engaged in business as a diversified open-end management investment
company and is registered as such under the Investment Company Act of 1940 (the
"Investment Company Act"); and
WHEREAS, the Investment Company is comprised of eight separate Funds, one
of which is designated, and is hereinafter referred to, as the "All America
Fund"; and
WHEREAS, the Adviser renders advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Investment Company entered into an investment advisory
agreement dated April 21, 1993 (the "Original Investment Advisory Agreement")
with Mutual of America Life Insurance Company (the "Insurance Company"); and
WHEREAS, the obligations of the Insurance Company under the Original
Investment Advisory Agreement were assumed by the Adviser, pursuant to an
assumption agreement dated November 3, 1993, between the Insurance Company and
the Adviser (the "Assumption Agreement"), which was accepted and agreed to by
the Investment Company as of such date (the Original Investment Advisory
Agreement and the Assumption Agreement together, the "Investment Advisory
Agreement"); and
WHEREAS, the Adviser renders investment supervisory and corporate
administration services to the Investment Company, on the terms and conditions
set forth in the Investment Advisory Agreement; and
WHEREAS, the Investment Advisory Agreement was supplemented on December
30, 1993 with respect to the management of the assets of the All America Fund;
and
WHEREAS, the Subadviser renders advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Adviser desires to retain the Subadviser to render
investment supervisory services to the Adviser in connection with the Adviser's
responsibilities to the All America Fund with respect to such assets of the All
America Fund as shall be allocated to the Subadviser (the "Allocated Assets") in
the manner and on the terms hereinafter set forth;
NOW THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the Adviser and the Subadviser agree as follows:
1. General. For the period and on the terms set forth in this Agreement,
the Subadviser shall manage the investment and reinvestment of the Allocated
Assets of the All America Fund. The Subadviser agrees during such period, at its
own expense and subject to the supervision of the Adviser and the Board of
Directors of the Investment Company, to render the investment advisory services
and assume the obligations herein set forth, for the compensation provided by
this Agreement.
2. Investment Management Services. In carrying out its obligations to
manage the investment and reinvestment of the Allocated Assets of the All
America Fund, the Subadviser shall as appropriate and consistent with the
limitations set forth in Paragraph 3 hereof:
(a) perform research and obtain and evaluate pertinent economic,
statistical and financial data relevant to the investment policies of the
All America Fund as set forth in the then effective registration statement
for the Investment Company, as amended from time to time, filed with the
Securities and Exchange Commission (the "Registration Statement");
(b) review with the Adviser and the Board of Directors of the
Investment Company the overall investment plan for the Allocated Assets of
the All America Fund;
(c) make investments consistent with any overall investment plans
previously approved by the Adviser and the Board of Directors of the
Investment Company;
(d) take such steps as are necessary to implement any overall
investment plans approved by the Adviser and the Board of Directors of the
Investment Company, including making and carrying out decisions to acquire
or dispose of permissible investments, management of investments and any
other property constituting the Allocated Assets of the All America Fund,
and providing or obtaining such services as may be necessary in managing,
acquiring or disposing of investments;
(e) regularly report to the Adviser and the Board of Directors of
the Investment Company with respect to all investment activity associated
with the management of the Allocated Assets of the All America Fund;
(f) maintain all required accounts, records, memoranda, instructions
or authorizations relating to the acquisition or disposition of
investments for the All America Fund; and
(g) provide all the office space, facilities, equipment, material
and personnel necessary to fulfill its obligations under this Agreement.
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3. Limitations on Management Services. The Subadviser shall render
investment advisory services with respect to the Allocated Assets of the All
America Fund and effect all purchases and sales of investments for the Allocated
Assets of the All America Fund in a manner consistent with:
(a) the investment objectives, policies and restrictions for the
Allocated Assets of the All America Fund as stated in the Registration
Statement;
(b) the procedures and guidelines adopted by the Board of Directors
of the Investment Company; and
(c) the provisions of the Investment Company Act.
Any investment program undertaken by the Subadviser pursuant to this
Agreement shall at all times be subject to any directives of the Adviser and the
Board of Directors of the Investment Company or any duly constituted committee
thereof acting pursuant to like authority.
4. Brokerage and Research Services. The Subadviser shall, with respect to
the Allocated Assets of the All America Fund, subject to the supervision of the
Adviser and the Board of Directors of the Investment Company, arrange for the
placement of orders for the All America Fund, either directly with the issuer,
with any broker-dealer or underwriter that specializes in the securities for
which the order is made or with any other broker or dealer selected by the
Subadviser, subject to the following limitations.
The Subadviser is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities constituting the
Allocated Assets of the All America Fund and will use its best efforts to obtain
the most favorable net results, taking into account all appropriate factors,
including price, dealer spread or commission, if any, size of the transaction
and difficulty of execution. However, in selecting brokers or dealers to execute
a particular transaction and in evaluating the best overall terms available, the
Subadviser may consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to All
America Fund and/or other accounts over which the Subadviser or an affiliate
exercises investment discretion. The Subadviser will periodically evaluate the
statistical data, research and other investment services provided by brokers and
dealers to it. Such services may be used by the Subadviser in connection with
the performance of its obligations under this Agreement or in connection with
other advisory activities or investment operations.
5. Compensation. As compensation for its investment advisory services to
the Adviser, the Subadviser shall receive an amount calculated daily at the
annual rate of .45% of the value of the net assets constituting the Allocated
Assets of the All America Fund.
6. Expenses. The Subadviser shall be responsible for all expenses
incurred in performing the investment advisory services herein set forth,
including costs of compensating
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and furnishing office space for officers and employees of the Subadviser
connected with investment and economic research, trading and investment
management for the All America Fund. All brokers' commissions, transfer taxes
and other fees relating to purchases and sales of investments for the All
America Fund shall be paid out of assets of the All America Fund.
7. Services Not Exclusive. The services rendered by the Subadviser
pursuant to this Agreement are not to be deemed exclusive, and the Subadviser
may render similar services to other entities so long as its services under this
Agreement are not impaired or interfered with.
It is understood that the Subadviser or its affiliates may use any
investment research obtained for the benefit of the All America Fund in
providing investment advice to its other investment advisory accounts or for use
in managing their own accounts. Conversely, such supplemental information
obtained by the placement of business for the All America Fund or other entities
advised by the Subadviser may be considered by and may be useful to the
Subadviser in carrying out its obligations to the All America Fund.
When the Subadviser deems the purchase or sale of a security to be in the
best interests of the All America Fund as well as other accounts or companies,
it may, to the extent permitted by applicable laws and regulations but will not
be obligated to, aggregate the securities to be sold or purchased for the All
America Fund with those to be sold or purchased for other accounts or companies
in order to obtain favorable execution and low brokerage commissions. In that
event, allocation of the securities purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Subadviser in the manner it
considers to be most equitable and consistent with its fiduciary obligations to
the All America Fund and to such other accounts or companies. The Investment
Company recognizes that in some cases this procedure may adversely affect the
price paid or received by All America Fund or the size of the position
obtainable or disposable for the All America Fund.
8. Term of Agreement. This Agreement will continue from year to year but
only so long as such continuance is specifically approved at least annually
either (i) by the Board of Directors of the Investment Company or (ii) by a vote
of a majority of the outstanding voting securities of the All America Fund,
provided that in either event such continuance will also be approved by the vote
of a majority of the directors who are not interested persons (as defined in the
Investment Company Act) of the Investment Company, the Adviser, or the
Subadviser, cast in person at a meeting called for the purpose of voting on such
approval. In connection with such approvals, the Adviser and the Board of
Directors of the Investment Company shall request and evaluate, and the
Subadviser shall furnish, such information as may be reasonably necessary to
evaluate the terms of this Agreement. This Agreement:
(a) shall be subject to termination, without the payment of any
penalty, by the Subadviser on one hundred eighty days' written notice to
the Adviser and the Investment Company;
(b) shall be subject to termination, without the payment of any
penalty, by the Adviser or the Board of Directors of the Investment
Company, or by vote of a majority of the
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outstanding shares of the All America Fund, in each case on sixty days'
written notice to the Subadviser;
(c) shall not be amended without specific approval of such amendment
by the Adviser and (i) the Board of Directors of the Investment Company,
or by the vote of a majority of the outstanding shares of the All America
Fund, and (ii) a majority of those members of the Board of Directors of
the Investment Company who are not parties to this Agreement or interested
persons of such a party, cast in person at a meeting called for the
purpose of voting on such approval; and
(d) shall automatically terminate upon assignment by either party.
9. Recordkeeping. The Subadviser agrees that all accounts and records
that it maintains for the Investment Company shall be the property of the
Investment Company and that it will surrender promptly to the designated
officers of the Investment Company any or all such accounts and records upon
request. The Subadviser further agrees to preserve for the period prescribed by
the rules and regulations of the Securities and Exchange Commission all such
records and accounts as are required to be maintained pursuant to said rules.
The Subadviser also agrees that it will maintain all records and accounts
regarding the investment activities with respect to the Allocated Assets of the
All America Fund in a confidential manner. All such accounts or records shall be
made available, within five (5) business days of a written request, to the
Investment Company's accountants or auditors during regular business hours at
the Subadviser's offices. In addition, the Subadviser will provide any materials
as are required to be maintained pursuant to said rules. The Subadviser also
agrees that it will maintain all records and accounts reasonably related to the
investment advisory services provided hereunder, as may reasonably be requested
in writing by the Adviser or the members of the Board of Directors of the
Investment Company or as may be required by any governmental agency having
jurisdiction over the Adviser, the Subadviser, or the Investment Company.
10. Interested and Affiliated Persons. It is understood that members,
officers, employees or agents of the Investment Company or the Adviser may also
be interested in the Subadviser as directors, officers, employees, agents or
otherwise.
11. Liability of the Subadviser. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties on
the part of the Subadviser (or its officers, directors, agents, employees,
controlling persons, and any other person or entity affiliated with the
Subadviser or retained by it to perform or assist in the performance of its
obligations under this Agreement), neither the Subadviser nor any of its
officers, directors, employees or agents shall be subject to liability to the
Investment Company or any shareholder of the Investment Company for any act or
omission in the course of, or connected with, rendering services hereunder,
including without limitation, any error of judgment or mistake of law, or for
any loss suffered by the Investment Company or any shareholder of the Investment
Company in connection with the matters to which this Agreement relates, except
to the extent
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specified in the Investment Company Act concerning loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services.
12. Governing Law. This Agreement is subject to the provisions of the
Investment Company Act, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder, including such exemptions
therefrom as the Securities and Exchange Commission may grant. Words and phrases
used herein shall be interpreted in accordance with that Act and those rules and
regulations, and such exemptions.
13. Miscellaneous. The Subadviser shall submit to all regulatory and
administrative bodies having jurisdiction over the operations of the Adviser,
the Subadviser or the Investment Company, present or future, any materials,
reasonably related to the investment advisory services provided hereunder, as
may be reasonably requested in writing by the Adviser or the Board of Directors
of the Investment Company or as may be required by any governmental agency
having jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Subadvisory
Agreement to be duly executed as of the day and year first above written.
MUTUAL OF AMERICA CAPITAL
MANAGEMENT CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Senior Executive Vice President
& CFO
XXXX XXXXX MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Treasurer
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