Exhibit 5 (c)
INVESTMENT SUB-ADVISORY AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
And
HARBOURVIEW ASSET MANAGEMENT CORPORATION
(With respect to MassMutual International Equity Fund)
INVESTMENT SUB-ADVISORY AGREEMENT
---------------------------------
This INVESTMENT SUB-ADVISORY AGREEMENT (the "Sub-Advisory Agreement"),
is by and between HarbourView Asset Management Corporation ("HarborView" the
"Sub-Adviser"), and Massachusetts Mutual Life Insurance Company ("MassMutual")
effective this 30th day of September, 1994.
WHEREAS, MassMutual International Equity Fund (the "Fund") is a series
of MassMutual Institutional Funds (the "Trust"), a Massachusetts business trust
which is an open-end diversified management investment company registered as
such with the Securities and Exchange Commission (the "Commission") pursuant to
the Investment Company Act of 1940, as amended (the "Act"), and the Trust has
appointed MassMutual as the investment adviser for the Fund, pursuant to the
terms of an Investment Management Agreement (the "Advisory Agreement");
WHEREAS, the Advisory Agreement provides that MassMutual may, at its
option, subject to approval by the Trustees of the Trust and, to the extent
necessary, shareholders of the Fund, appoint a sub-adviser to assume certain
responsibilities and obligations of MassMutual under the Advisory Agreement;
WHEREAS, MassMutual and the Sub-Adviser are investment advisers
registered with the Commission as such under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), and
WHEREAS, MassMutual desires to appoint the Sub-Adviser as its
sub-adviser for the Fund and the Sub-Adviser is willing to act in such capacity
upon the terms herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, MassMutual and the Sub-Adviser, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. General Provision.
-----------------
MassMutual hereby employs the Sub-Adviser and the Sub-Adviser hereby
undertakes to act as the investment sub-adviser of the Fund to provide
investment advice and to perform for the Fund such other duties and
functions as are hereinafter set forth. The Sub-Adviser shall, in all
matters, give to the Fund and the Trust's Board of Trustees, directly
or through MassMutual, the benefit of the Sub-Adviser's best judgment,
effort, advice and recommendations and shall, at all times conform to,
and use its best efforts to enable the Fund to conform to:
(a) the provisions of the Act and any rules or regulations
thereunder;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the Agreement and Declaration of Trust
and By-Laws of the Trust as amended from time to time
(collectively referred to as the "Trust Documents");
(d) policies and determinations of the Board of Trustees of
the Trust and MassMutual;
(e) the fundamental and non-fundamental policies and
investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment
Company Act or as such policies may, from time to time,
be amended by the Fund's shareholders; and
(f) the Prospectus and Statement of Additional Information of
the Fund in effect from time to time.
The appropriate officers and employees of the Sub-Adviser shall be
available upon reasonable notice for consultation with any of the
Trustees and officers of the Trust and MassMutual with respect to any
matter dealing with the business and affairs of the Fund, such as the
valuation of portfolio securities of the Fund, including but not
limited to securities that are either not registered for public sale or
securities not traded on any securities market.
2. Duties of the Sub-Adviser.
--------------------------
(a) The Sub-Adviser shall, subject to the direction and control by
the Trust's Board of Trustees or MassMutual, to the extent
MassMutual's direction is not inconsistent with that of the
Board of Trustees, (i) regularly provide investment advice and
recommendations to the Fund, directly or through MassMutual,
with respect to the Fund's investments, investment policies
and the purchase and sale of securities; (ii) supervise and
monitor continuously the investment program of the Fund and
the composition of its portfolio and determine what securities
shall be purchased or sold by the Fund; (iii) arrange, subject
to the provisions of Section 5 hereof, for the purchase of
securities and other investments for the Fund and the sale of
securities and other investments held in the portfolio of the
Fund; and (iv) provide reports on the foregoing to the Board
of Trustees at each Board meeting.
(b) Provided that none of MassMutual, the Fund or the Trust shall
be required to pay any compensation other than as provided by
the terms of this Sub-Advisory Agreement and subject to the
provisions of Section 5 hereof, the Sub-Adviser may obtain
investment information, research or assistance from any other
person, firm or corporation to supplement, update or otherwise
improve its investment management services.
(c) Provided that nothing herein shall be deemed to protect the
Sub-Adviser from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or reckless
disregard to its obligations and duties under this
Sub-Advisory Agreement, the Sub-Adviser shall not be liable
for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this
Sub-Advisory Agreement relates.
(d) Nothing in this Sub-Advisory Agreement shall prevent
MassMutual, Sub-Adviser, their affiliates, or any officer
thereof from acting as investment adviser or sub-adviser for
any other person, firm or corporation and shall not in any way
limit or restrict MassMutual or the Sub-Adviser or any of
their respective directors, officers, members, stockholders or
employees from buying, selling, or trading any securities for
its own account or for the account of others for whom it or
they may be acting, provided that such activities will not
adversely affect or otherwise impair
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the performance by any party of its duties and obligations
under this Sub-Advisory Agreement.
(e) The Sub-Adviser shall cooperate with MassMutual by providing
MassMutual with any information in the Sub-Adviser's
possession reasonably necessary for supervising the activities
of all administrative and clerical personnel as shall be
reasonably required to provide corporate administration for
the Fund, including the compilation and maintenance of such
records with respect to its operations as may reasonably be
required. The Sub-Adviser shall, at its own expense, provide
such officers for the Trust as its Board may request.
3. Duties of MassMutual
--------------------
MassMutual shall provide the Sub-Adviser with the following information
about the Fund:
(a) cash flow estimates on request;
(b) notice of the Fund's "investable funds" by 9:00 a.m. each
business day;
(c) as they are modified, from time to time, current versions of
the documents and policies referred to in Subsections (c),
(d), (e) and (f) of Section 1 hereof, above.
4. Compensation of the Sub-Adviser.
--------------------------------
MassMutual agrees to pay the Sub-Adviser and the Sub-Adviser agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee at the annual rate .50% of the average daily net asset value of the
Fund, determined at the close of the New York Stock Exchange on each
day that the Exchange is open for trading and paid on the last day of
each week.
5. Portfolio Transactions and Brokerage.
-------------------------------------
(a) The Sub-Adviser is authorized, in arranging the Fund's
portfolio transactions, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers
including "affiliated" broker-dealers (as that term is defined
in the Act)(hereinafter "broker'dealers"), as may, in its best
judgment, implement the policy of the Fund to obtain, at
reasonable expense, the "best execution" (prompt and reliable
execution at the most favorable security price obtainable) of
the Fund's portfolio transactions as well as to obtain,
consistent with the provisions of subparagraph (c) of this
paragraph 5, the benefit of such investment information or
research as may be of significant assistance to the
performance by Sub-Adviser of its investment management
functions.
(b) The Sub-Adviser shall select broker dealers to effect the
Fund's portfolio transactions on the basis of its estimate of
their ability to obtain best execution of particular and
related portfolio transactions. The abilities of a broker-
dealer to obtain best execution of particular portfolio
transactions will be judged by Sub-Adviser on the basis of all
relevant factors and considerations, including, insofar as
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feasible, the execution capabilities required by the
transaction(s); the ability and willingness of the broker-
dealer to facilitate the Fund's portfolio transactions by
participating therein for its own account; the importance to
the Fund of speed, efficiency and confidentiality; the broker-
dealer's apparent familiarity with sources from or to whom
particular securities might be purchased or sold; as well as
any other matters relevant to the selection of a broker-dealer
for particular and related transactions of the Fund.
(c) The Sub-Adviser shall have discretion, in the interests of the
Fund, to allocate brokerage on the Fund's portfolio
transactions to broker-dealers other than affiliated broker-
dealers, qualified to obtain best execution of such
transactions who provide brokerage and/or research services
(as such services are defined in (S)28(e)(3) of the Securities
and Exchange Act of 1934) for the Fund and/or any other
accounts for which Sub-Adviser and its affiliates exercise
"investment discretion" (as that term is defined in
(S)3(a)(35) of the Securities and Exchange Act of 1934) and to
cause the Fund to pay such broker-dealers a commission for the
effecting a portfolio transaction for the Fund that is in
excess of the amount of commission another broker-dealer
adequately qualified to effect such transaction would have
charged for effecting that transaction, if the Sub-Adviser
determines in good faith that such commission is reasonable in
relation to the value of the brokerage and/or research
services provided by such broker-dealer, viewed in terms of
either the particular transaction or the overall
responsibilities of Sub-Adviser and its investment advisory
affiliates with respect to the accounts as to which they
exercise investment discretion. In reaching such
determination, Sub-Adviser will not be required to place or
attempt to place a specific dollar value on the brokerage
and/or research services provided or being provided by such
broker-dealer. In demonstrating that such determinations were
made in good faith, Sub-Adviser shall be prepared to show all
commissions were allocated for the purposes contemplated by
this Agreement and that the total commissions paid by the Fund
over a representative period selected by the Fund's Trustees
were reasonable in relation to the benefits to the Fund.
(d) Sub-Adviser shall have no duty or obligation to seek advance
competitive bidding for the most favorable commission rate
applicable to any particular portfolio transaction or to
select any broker-dealer on the basis of its purported or
"posted" commission rate but will to the best of its ability,
endeavor to be aware of the current level of the charges of
eligible broker-dealers and to minimize the expenses incurred
by the Fund for effecting its portfolio transactions to the
extent consistent with the interests and policies of the Fund
as established by the determinations of its Board of Trustees
and the provisions of this Paragraph 5.
(e) The Fund recognizes that an affiliated broker-dealer (i) may
act as its regular broker as long as it is lawful for it to so
act; (ii) may be a major recipient of brokerage commissions
paid by the Fund; and (iii) may effect portfolio transactions
for the Fund only if the commissions, fees or other
renumerations received or to be received by it are determined
in accordance with the procedures contemplated by a ny rule,
regulation or order adopted under the Act for determining the
permissible level of such commissions.
(f) Subject to the foregoing provisions of this Paragraph 5,
Sub-Adviser may also
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consider sales of Fund shares and shares of other investment
companies managed by Sub-Adviser or its affiliates as a factor
in the selection of broker-dealers for the Fund's portfolio
transactions.
6. Duration.
---------
Unless terminated earlier pursuant to Section 7 hereof, this
Sub-Advisory Agreement shall remain in effect until June 30, 1995.
Thereafter it shall continue in effect from year to year, so long as
such continuance shall be approved at least annually by the Trust's
Board of Trustees, including the vote of the majority of the Trustees
of the Trust who are not parties to this Sub-Advisory Agreement or
"interested persons" (as defined in the Act) of any such party cast in
person at a meeting called for the purpose of voting on such approval,
or by the holders of a "majority" (as defined in the Act) of the
outstanding voting securities of the Fund.
7. Termination.
------------
This Sub-Advisory Agreement shall terminate automatically upon its
assignment or in the event upon the termination of the Advisory
Agreement; it may also be terminated: (i) for cause or with the consent
of the parties and the Trust by MassMutual or the Sub-Adviser at any
time without penalty upon sixty days' written notice to the other party
and the Trust; or (ii) by the Trust at any time without penalty upon
sixty days' written notice to MassMutual and the Sub-Adviser provided
that such termination by the Trust shall be directed or approved by a
vote of a majority of all of the Trustees of the Trust then in office
or by the vote of the holders of a "majority" of the outstanding voting
securities of the Fund (as defined in the Act).
8. Disclaimer of Shareholder Liability.
------------------------------------
MassMutual and the Sub-Adviser understand that the obligations of the
Trust under this Sub-Advisory Agreement are not binding upon any
Trustee or shareholder of the Trust personally, but bind only the Trust
and the Trust's property. MassMutual and the Sub-Adviser represent that
each has notice of the provisions of the Trust Documents disclaiming
shareholder and Trustee liability for acts or obligations of the Trust.
9. Notice.
-------
Any notice under this Sub-Advisory Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party,
with a copy to the Trust, at the addresses below or such other address
as such other party may designate for the receipt of such notice.
if to MassMutual:
Massachusetts Mutual Life Insurance Company
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxx X. XxXxxxxxxx, Xx
Vice President and Managing Director
If to the Sub-Adviser:
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HarbourView Asset Management Corporation
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx Xxxxxxx
Executive Vice President and General Counsel
If to either party, copies to:
MassMutual Institutional Funds
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Investors Bank & Trust
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxx
IN WITNESS WHEREOF, MassMutual and the Sub-Adviser have caused this
Sub-Advisory Agreement to be executed on the day and year first above written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxx X. XxXxxxxxxx, Xx.
--------------------------------------
Xxxxx X. XxXxxxxxxx, Xx.
Vice President and Managing Director
HARBOURVIEW ASSET MANAGEMENT
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
Accepted and Acknowledged:
--------------------------
MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
MASSMUTUAL INTERNATIONAL EQUITY FUND
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By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
President
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