EXHIBIT 5.2
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the ____ day of _________, 1996, by and
between Connecticut Mutual Investment Accounts, Inc. on behalf of Connecticut
Mutual Total Return Account (the "Fund") and OppenheimerFunds, Inc. ("OFI").
WHEREAS, the Fund is a series of Connecticut Mutual Investment Accounts,
Inc. (the "Company"), 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 (the "Investment
Company Act"), and OFI is a registered investment adviser;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:
1. GENERAL PROVISION.
The Fund hereby employs OFI and OFI hereby undertakes to act as the
investment adviser of the Fund and to perform for the Fund such other
duties and functions as are hereinafter set forth. OFI shall, in all
matters, give to the Fund 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 Fund to conform to (i)
the provisions of 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 Company's Articles of Incorporation and By-Laws
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 Fund as reflected its registration statement under the
Investment Company Act or as such policies may, from time to time, be
amended by the Fund's shareholders; and (vi) the Prospectus and Statement
of Additional Information of the Fund in effect from time to time. The
appropriate officers and employees of OFI 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 Fund including the valuation of any of the Fund's portfolio
securities which are either not registered for public sale or not being
traded on any securities market.
2. INVESTMENT MANAGEMENT.
(a) OFI shall, subject to the direction and control by the Company's Board
of Directors, (i) regularly provide, alone or in consultation with any
subadvisor or subadvisors appointed pursuant to this Agreement and
subject to the provisions of any investment subadvisory agreement
respecting the responsibilities of such subadvisor or subadvisors,
investment advice and recommendations to the Fund with respect to its
investments, investment policies and the purchase and sale of
securities; (ii) supervise 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; and (iii) arrange,
subject to the provisions of paragraph "7" 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.
(b) Provided that the Fund shall not be required to pay any compensation
other than as provided by the terms of this Agreement and subject to
the provisions of paragraph "7" hereof, OFI 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 OFI from
willful misfeasance, bad faith or gross negligence in the performance
of its duties, or reckless disregard of its obligations and duties
under the Agreement, OFI shall not be liable for any loss sustained by
reason of good faith errors or omissions in connection with any
matters to which this Agreement relates.
(d) Nothing in this Agreement shall prevent OFI or any officer thereof
from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OFI or any of
its directors, officers 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 OFI of its
duties and obligations under this Agreement and under the Investment
Advisers Act of 1940.
3. OTHER DUTIES OF OFI.
OFI shall, at its own expense, employ, and supervise the activities of, all
administrative and clerical personnel or other firms, agents or
contractors, as shall be required to provide effective corporate
administration for the Fund, including the compilation and maintenance of
such records with respect to its operations as may reasonably be required
(other than those the Fund's custodian or transfer agent is contractually
obligated to compile and maintain); the preparation and filing of such
reports with respect thereto as shall be required by the Commission;
composition of periodic reports with respect to its operations for the
shareholders of the Fund; composition of proxy materials for meetings of
the Fund's shareholders and the composition of such registration statements
as may be required by federal securities laws for continuous public sale of
shares of the Fund. OFI shall, at its own cost and expense, also provide
the Fund with adequate office space, facilities and equipment.
4. ALLOCATION OF EXPENSES.
All other costs and expenses not expressly assumed by OFI under this
Agreement, or to be paid by the principal distributor of the shares of the
Fund, shall be paid by the Fund, including, but not limited to: (i)
interest and taxes; (ii) brokerage commissions; (iii) premiums for fidelity
and other insurance coverage requisite to its operations; (iv) the fees and
expenses of its Directors; (v) legal and audit expenses; (vi) custodian and
transfer agent fees and expenses; (vii) expenses incident to the redemption
of its shares; (viii) expenses incident to the issuance of its shares
against payment therefor by or on behalf of the subscribers thereto; (ix)
fees and expenses, other than as hereinabove provided, incident to the
registration under federal securities laws of shares of the Fund for public
sale; (x) expenses of printing and mailing reports, notices and proxy
materials to shareholders of the Fund; (xi) except as noted above, all
other expenses incidental to holding meetings of the Fund's shareholders;
and (xii) such extraordinary non-recurring expenses as may arise, including
litigation, affecting the Fund and any obligation which
the Fund may have to indemnify its officers and Directors with respect
thereto. Any officers or employees of OFI or any entity controlling,
controlled by or under common control with OFI, who may also serve as
officers, Directors or employees of the Fund shall not receive any
compensation from the Fund for their services.
5. COMPENSATION OF OFI.
The Fund agrees to pay OFI and OFI 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 computed on the aggregate net
assets value of the Fund as of the close of each business day and payable
monthly at the annual rates set for the in Appendix A.
6. USE OF NAME "XXXXXXXXXXX."
OFI hereby grants to the Fund a royalty-free, non-exclusive license to use
the name "Xxxxxxxxxxx" in the name of the Fund for the duration of this
Agreement and any extensions or renewals thereof. To the extent necessary
to protect OFI's rights to the name "Xxxxxxxxxxx" under applicable law,
such license shall allow OFI to inspect, and subject to control by the
Fund's Board of Directors, control the name and quality of services offered
by the Fund under such name. Such license may, upon termination of this
Agreement, be terminated by OFI, in which event the Fund shall promptly
take whatever action may be necessary to change its name and discontinue
any further use of the name "Xxxxxxxxxxx" in the name of the Fund or
otherwise. The name "Xxxxxxxxxxx" may be used or licensed by OFI in
connection with any of its activities, or licensed by OFI to any other
party.
7. PORTFOLIO TRANSACTIONS AND BROKERAGE.
(a) OFI 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 Investment Company 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
"7," the benefit of such investment information or research as may be
of significant assistance to the performance by OFI of its investment
management functions.
(b) OFI 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 OFI 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.
(c) OFI shall have discretion, in the interests of the Fund, to allocate
brokerage on the Funds 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 Section 28(e)(3) of the Securities
Exchange Act of 1934) for the Fund and/or other accounts for which OFI
and its affiliates exercise "investment discretion" (as that term is
defined in Section 3(a)(35) of the Securities Exchange Act of 1934)
and to cause the Fund to pay such broker-dealers a commission for
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 OFI 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
that particular transaction or the overall responsibilities of OFI and
its investment advisory affiliates with respect to the accounts as to
which they exercise investment discretion. In reaching such
determination, OFI 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, OFI shall be
prepared to show that 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 Directors
were reasonable in relation to the benefits to the Fund.
(d) OFI shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions 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 expense
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 the Board of Directors and the
provisions of this paragraph "7."
(e) The Fund recognizes that an affiliated broker-dealer (i) may act as
one of the Fund's regular brokers so long as it is lawful for it so to
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 remuneration received or to be
received by it are determined in accordance with procedures
contemplated by any rule, regulation or order adopted under the
Investment Company Act for determining the permissible level of such
commissions.
(f) Subject to the foregoing provisions of this paragraph "7," OFI may
also consider sales of Fund shares and shares of the other investment
companies managed by OFI or its affiliates as a factor in the
selection of broker-dealers for the Fund's portfolio transactions.
8. DURATION.
This Agreement will take effect on the date first set forth above and will
continue in effect until December 31, 1997, and thereafter, from year to
year, so long as such continuance shall be approved at least annually in
the manner contemplated by Section 15 of the Investment Company Act.
9. TERMINATION.
This Agreement may be terminated (i) by OFI at any time without penalty
upon giving the Fund sixty days' written notice (which notice may be waived
by the Fund); or (ii) by the Fund at any time without penalty upon sixty
days' written notice to OFI (which notice may be waived by OFI) provided
that such termination by the Fund shall be directed or approved by the vote
of a majority of all of the Directors of the Fund then in office or by the
vote of the holders of a "majority" (as defined in the Investment Company
Act) of the outstanding voting securities of the Fund.
10. ASSIGNMENT OR AMENDMENT.
This Agreement may not be amended without the affirmative vote or written
consent of the holders of the "majority" of the outstanding voting
securities of the Fund and shall automatically and immediately terminate in
the event of its "assignment," as defined in the Investment Company Act.
11. DISCLAIMER OF SHAREHOLDER LIABILITY.
OFI understands that the obligations of the Fund under this Agreement are
not binding upon any Director or shareholder of the Fund personally, but
bind only the Fund and the Fund's property. OFI represents that it has
notice of the provisions of the Company's Articles of Incorporation
disclaiming shareholder liability for acts or obligations of the Fund.
12. DEFINITIONS.
The terms and provisions of this Agreement shall be interpreted and defined
in a manner consistent with the provisions and definitions of the
Investment Company Act.
CONNECTICUT MUTUAL INVESTMENT
ACCOUNTS, INC.
on behalf of Connecticut Mutual
Total Return Account
By:
--------------------------------
OppenheimerFunds, Inc.
By:
--------------------------------
APPENDIX A
The Fund agrees to pay OFI and OFI 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 computed on the aggregate net assets
of the Fund as of the close of each business day payable monthly at the
following annual rates:
Net Asset Value Annual Rate
--------------- -----------
First $300,000,000 0.625%
Next $100,000,000 0.500%
Amount over $400,000,000 0.450%
SCHEDULE OF OMITTED INVESTMENT ADVISORY AGREEMENTS
Due to the substantial similarity of the investment
agreements among OppenheimerFunds, Inc. ("OFI") and the
Registrant, on behalf of the respective series of the Registrant,
the following form of investment advisory agreement on behalf of
Connecticut Mutual Total Return Account and this schedule of
omitted documents is filed in accordance with the requirements of
Rule 8b-31 under the Investment Company Act of 1940.
1. Investment Advisory Agreement among OFI and the
Registrant, on behalf of Connecticut Mutual Liquid Account.
Advisory Fee (Appendix A):
The Fund agrees to pay OFI and OFI 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 computed on the aggregate net
assets of the Fund as of the close of each business day
payable monthly at the following annual rates:
Net Asset Value Annual Rate
--------------- -----------
First $200,000,000 0.50%
Next $100,000,000 0.45%
Amount over $300,000,000 0.40%
2. Investment Advisory Agreement among OFI and the
Registrant, on behalf of Connecticut Mutual Income Account.
Advisory Fee (Appendix A):
The Fund agrees to pay OFI and OFI 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 computed on the aggregate net
assets of the Fund as of the close of each business day
payable monthly at the following annual rates:
Net Asset Value Annual Rate
--------------- -----------
First $300,000,000 0.625%
Next $100,000,000 0.500%
Amount over $400,000,000 0.450%
3. Investment Advisory Agreement among OFI and the
Registrant, on behalf of Connecticut Mutual Government
Securities Account.
Advisory Fee (Appendix A):
The Fund agrees to pay OFI and OFI 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 computed on the aggregate net
assets of the Fund as of the close of each business day
payable monthly at the following annual rates:
Net Asset Value Annual Rate
--------------- -----------
First $300,000,000 0.625%
Next $100,000,000 0.500%
Amount over $400,000,000 0.450%
4. Investment Advisory Agreement among OFI and the
Registrant, on behalf of Connecticut Mutual Growth Account.
Advisory Fee (Appendix A):
The Fund agrees to pay OFI and OFI 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 computed on the aggregate net
assets of the Fund as of the close of each business day
payable monthly at the following annual rates:
Net Asset Value Annual Rate
--------------- -----------
First $300,000,000 0.625%
Next $100,000,000 0.500%
Amount over $400,000,000 0.450%
5. Investment Advisory Agreement among OFI and the
Registrant, on behalf of CMIA LifeSpan Balanced Account.
Advisory Fee (Appendix A):
The Fund agrees to pay OFI and OFI 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 computed on the aggregate net
assets of the Fund as of the close of each business day
payable monthly at the following annual rates:
Net Asset Value Annual Rate
--------------- -----------
First $250,000,000 0.85%
Amount over $250,000,000 0.75%
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6. Investment Advisory Agreement among OFI and the
Registrant, on behalf of CMIA LifeSpan Capital Appreciation
Account.
Advisory Fee (Appendix A):
The Fund agrees to pay OFI and OFI 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 computed on the aggregate net
assets of the Fund as of the close of each business day
payable monthly at the following annual rates:
Net Asset Value Annual Rate
--------------- -----------
First $250,000,000 0.85%
Amount over $250,000,000 0.75%
7. Investment Advisory Agreement among OFI and the
Registrant, on behalf of CMIA LifeSpan Diversified Income Account.
Advisory Fee (Appendix A):
The Fund agrees to pay OFI and OFI 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 computed on the aggregate net
assets of the Fund as of the close of each business day
payable monthly at the following annual rates:
Net Asset Value Annual Rate
--------------- -----------
First $250,000,000 0.75%
Amount over $250,000,000 0.65%
-3-
