EXHIBIT 5(B)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
AND
XXXXX X. XXXXXX AND COMPANY INCORPORATED
(WITH RESPECT TO MASSMUTUAL SMALL CAP VALUE EQUITY FUND)
INVESTMENT SUB-ADVISORY AGREEMENT
---------------------------------
This INVESTMENT SUB-ADVISORY AGREEMENT (the "Sub-Advisory Agreement"),
is by and between Xxxxx X. Xxxxxx and Company Incorporated, organized under the
laws of the Commonwealth of Massachusetts (the "Sub-Adviser"), and Massachusetts
Mutual Life Insurance Company, a Massachusetts corporation ("MassMutual"),
effective this 1st day of January, 1997.
WHEREAS, the MassMutual Small Cap Value 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 Advisory 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
Bylaws 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
3
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
or the Sub-Adviser 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 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
necessary for supervising the activities of all administrative
and clerical personnel as shall be 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 paid weekly at the annual rate .25% 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.
4
5. PORTFOLIO TRANSACTIONS AND BROKERAGE.
-------------------------------------
(a) The Sub-Adviser is authorized, in arranging the purchase and sale
of the Fund's publicly-traded portfolio securities, to employ or
deal with such members of securities exchanges, brokers or
dealers (hereinafter "broker- dealers"), including "affiliated"
broker-dealers, as that term is defined in the Act, 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.
(b) The Sub-Adviser may effect the purchase and sale of securities
(which are otherwise publicly traded) in private transactions on
such terms and conditions as are customary in such transactions,
may use a broker in such to effect said transactions, and may
enter into a contract in which the broker acts either as
principal or as agent.
(c) 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 transaction(s) will
be judged by the Sub-Adviser on the basis of all relevant factors
and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; 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 or
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.
6. DURATION.
---------
Unless terminated earlier pursuant to Section 7 hereof, this Sub-
Advisory Agreement shall remain in effect until August 2, 1997.
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
5
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: Hamline X. Xxxxxx
Senior Managing Director
If to the Sub-Adviser:
Xxxxx X. Xxxxxx and Company Incorporated
Xxx Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
Chief Operating Officer
If to either party, copies to:
MassMutual Institutional Funds
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
President
6
Investors Bank & Trust
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx, Esq.
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: ___________________________________
Hamline X. Xxxxxx
Senior Managing Director
XXXXX X. XXXXXX AND COMPANY INCORPORATED
BY: ____________________________________
Xxxx X. Xxxxxx
Chief Operating Officer
ACCEPTED AND ACKNOWLEDGED:
--------------------------
MASSMUTUAL INSTITUTIONAL FUNDS ON BEHALF OF
MASSMUTUAL SMALL CAP VALUE EQUITY FUND
BY: _____________________________________
Xxxxxx X. Xxxxx
President
7
EXHIBIT 5(B)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
AND
XXXXX X. XXXXXX AND COMPANY INCORPORATED
(WITH RESPECT TO THE VALUE EQUITY SECTOR OF THE MASSMUTUAL BALANCED FUND)
INVESTMENT SUB-ADVISORY AGREEMENT
---------------------------------
This INVESTMENT SUB-ADVISORY AGREEMENT (the "Sub-Advisory Agreement"), is
by and between Xxxxx X. Xxxxxx and Company Incorporated, organized under the
laws of the Commonwealth of Massachusetts (the "Sub-Adviser"), and Massachusetts
Mutual Life Insurance Company, a Massachusetts corporation ("MassMutual"),
effective this 1st day of January, 1997.
WHEREAS, the MassMutual Balanced 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, including the
Equity Sector of the Fund, pursuant to the terms of an Investment Advisory
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 Bylaws 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,
3
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 or
the Sub-Adviser 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 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
necessary for supervising the activities of all administrative and
clerical personnel as shall be 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 su ch
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 paid
weekly at the annual rate .13% 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.
4
5. PORTFOLIO TRANSACTIONS AND BROKERAGE.
-------------------------------------
(a) The Sub-Adviser is authorized, in arranging the purchase and sale of
the Fund's publicly-traded portfolio securities, to employ or deal
with such members of securities exchanges, brokers or dealers
(hereinafter "broker-dealers"), including "affiliated" broker-dealers,
as that term is defined in the Act, 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.
(b) The Sub-Adviser may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such terms
and conditions as are customary in such transactions, may use a broker
in such to effect said transactions, and may enter into a contract in
which the broker acts either as principal or as agent.
(c) 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 transaction(s) will be judged by the
Sub-Adviser on the basis of all relevant factors and considerations
including, insofar as feasible, the execution capabilities required by
the transaction or transactions; 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 or 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.
6. DURATION.
---------
Unless terminated earlier pursuant to Section 7 hereof, this Sub-Advisory
Agreement shall remain in effect until August 2, 1997. 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
5
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: Hamline X. Xxxxxx
Senior Managing Director
If to the Sub-Adviser:
Xxxxx X. Xxxxxx and Company Incorporated
Xxx Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
Chief Operating Officer
If to either party, copies to:
MassMutual Institutional Funds
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
6
President
Investors Bank & Trust
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx, Esq.
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: ___________________________________
Hamline X. Xxxxxx
Senior Managing Director
XXXXX X. XXXXXX AND COMPANY
INCORPORATED
By: ____________________________________
Xxxx X. Xxxxxx
Chief Operating Officer
ACCEPTED AND ACKNOWLEDGED:
--------------------------
MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
the Value Equity Sector of the MASSMUTUAL BALANCED FUND
By: _____________________________________
Xxxxxx X. Xxxxx
President
7
INVESTMENT SUB-ADVISORY AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
And
XXXXX X. XXXXXX AND COMPANY INCORPORATED
(With respect to MassMutual Value Equity Fund)
INVESTMENT SUB-ADVISORY AGREEMENT
---------------------------------
This INVESTMENT SUB-ADVISORY AGREEMENT (the "Sub-Advisory Agreement"), is
by and between Xxxxx X. Xxxxxx and Company Incorporated, organized under the
laws of the Commonwealth of Massachusetts (the "Sub-Adviser"), and Massachusetts
Mutual Life Insurance Company, a Massachusetts corporation ("MassMutual"),
effective this 1st day of January, 1997.
WHEREAS, the MassMutual Value 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 Advisory 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 Bylaws 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,
3
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 omissions in connection with
any matters to which this Sub-Advisory Agreement relates.
(d) Nothing in this Sub-Advisory Agreement shall prevent MassMutual or the
Sub-Adviser 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 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
necessary for supervising the activities of all administrative and
clerical personnel as shall be 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 paid
weekly at the annual rate .13% 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.
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5. PORTFOLIO TRANSACTIONS AND BROKERAGE.
------------------------------------
(a) The Sub-Adviser is authorized, in arranging the purchase and sale of
the Fund's publicly-traded portfolio securities, to employ or deal
with such members of securities exchanges, brokers or dealers
(hereinafter "broker- dealers"), including "affiliated" broker-
dealers, as that term is defined in the Act, 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.
(b) The Sub-Adviser may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such terms
and conditions as are customary in such transactions, may use a broker
in such to effect said transactions, and may enter into acts a
contract either in which as the broker principal or as agent.
(c) The Sub-Adviser shall select broker-dealer 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 transaction(s) will be judged by the
Sub-Adviser on the basis of all relevant factors and considerations
including, insofar as feasible, the execution capabilities required by
the transaction or transactions; 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 or 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 transactions of the Fund.
6. DURATION.
---------
Unless terminated earlier pursuant to Section 7 hereof, this Sub-Advisory
Agreement shall remain in effect until August 2, 1997. 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
5
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: Hamline X. Xxxxxx
Senior Managing Director
If to the Sub-Adviser:
Xxxxx X. Xxxxxx and Company Incorporated
Xxx Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
Chief Operating Officer
If to either party, copies to:
MassMutual Institutional Funds
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
6
President
Investors Bank & Trust
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx, Esq.
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:___________________________________
Hamline X. Xxxxxx
Senior Managing Director
XXXXX X. XXXXXX AND COMPANY
INCORPORATED
By:____________________________________
Xxxx X. Xxxxxx
Chief Operating Officer
Accepted and Acknowledged:
--------------------------
MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
MASSMUTUAL VALUE EQUITY FUND
By:_____________________________________
Xxxxxx X. Xxxxx
President
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