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 he 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 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.
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.
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 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
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
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 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.
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.
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 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
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 Directo
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
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, 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 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.
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.
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 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
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
