EXHIBIT 5
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the ____ day of _________, 1996, by and
between Connecticut Mutual Financial Services Series Fund I, Inc. on behalf of
its Total Return Portfolio (the "Fund"), and OppenheimerFunds, Inc. ("OFI").
WHEREAS, the Fund is a series of Connecticut Mutual Financial Services
Series Fund I, 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 busines 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 rovisions of subparagraph "(c)" of this paragraph
"7," the enefit 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 ransactions;
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
to 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 FINANCIAL
SERVICES SERIES FUND I, INC.
on behalf of Total Return Portfolio
By:
--------------------------------------
OppenheimerFunds, Inc.
By:
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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 $600,000,000 0.625%
Amount over $600,000,000 0.0450%
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
Total Return Portfolio 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 Money Market Portfolio.
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 Income Portfolio.
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 0.575%
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 Government Securities Portfolio.
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 0.525%
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 Growth Portfolio.
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 LifeSpan Balanced Portfolio.
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 LifeSpan Capital Appreciation
Portfolio.
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 LifeSpan Diversified Income Portfolio.
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%
8. Investment Advisory Agreement among OFI and the
Registrant, on behalf of International Portfolio.
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 1.00%
Amount over $250,000,000 0.90%
-3-
