Exhibit 4(a)
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, made this 21st day of April, 1993, by and
between Mutual of America Life Insurance Company (the "Adviser"), a New York
mutual life insurance company, and Mutual of America Investment Corporation (the
"Company"), a Maryland corporation.
W I T N E S S E T H
WHEREAS, the Company is engaged in business as a diversified open-end
management investment Company and is registered as such under the Investment
Company Act of 1940, (the "Investment Company Act");
WHEREAS, the Company is comprised of seven separate Funds, each of which
pursues its investment objective through separate investment policies;
WHEREAS, the Adviser renders advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Company desires to retain the Adviser to render investment
supervisory and corporate administration services to the Company in the manner
and on the terms hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Adviser and the Company agree as follows:
1. General. For the period and on the terms set forth in this Agreement,
the Adviser shall manage the investment and reinvestment of the assets of the
existing Funds of the Company, (the Money Market Fund, the Stock Fund, the
Equity Index Fund, the Bond Fund, the Short-Term Bond Fund, the Mid-Term Bond
Fund and the Composite Fund) and of any additional funds created in the future
(collectively, the existing and any additional funds are hereinafter referred to
as "Funds"). The Adviser agrees during such period, at its own expense and
subject to the supervision of the Board of Directors of the Company, to render
the investment advisory services and assume the obligations herein set forth,
for the compensation provided by this Agreement.
2. Investment Management Services. In carrying out its obligations to
manage the investment and reinvestment of the assets of the Company, the Adviser
shall as appropriate and consistent with the limitations set forth in Paragraph
3 hereof:
(a) perform research and obtain and evaluate pertinent economic,
statistical and financial data relevant to the investment policies of each of
the Funds as set forth in the then effective registration statement for the
Company, as amended from time to time, filed with the Securities and Exchange
Commission ("Registration Statement");
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(b) consult with the Board of Directors of the Company and furnish to
the Board of Directors of the Company recommendations with respect to an overall
investment plan for each of the Funds for approval, modification or rejection by
the Board of Directors of the Company;
(c) seek out, present and recommend specific investment opportunities,
consistent with any overall investment plans approved by the Board of Directors
of the Company;
(d) take such steps as are necessary to implement any overall
investment plans approved by the Board of Directors of the Company, including
making and carrying out decisions to acquire or dispose of permissible
investments, management of investments and any other property of the Company,
and providing or obtaining such services as may be necessary in managing,
acquiring or disposing of investments;
(e) regularly report to the Board of Directors of the Company with
respect to the implementation of any approved overall investment plans and any
other activities in connection with management of the assets of the Company;
(f) maintain all required accounts, records, memoranda, instructions or
authorizations relating to the acquisition or disposition of investments for
each Fund; and
(g) provide all the office space, facilities, equipment, material and
personnel necessary to fulfill its obligations under this Agreement.
3. Supplemental Information. If, in the judgment of the Adviser, the
Funds of the Company would be benefited by supplemental investment research from
other persons or entities, outside the context of a specific brokerage
transaction, the Adviser is authorized to obtain and pay a reasonable flat fee
for such information. Supplemental investment research shall be limited to
statistical and other factual information, advice regarding economic factors and
trends and advice as to occasional transactions in specific securities, and
shall not involve general advice or recommendations regarding the purchase or
sale of securities. The expenses of the Adviser may not necessarily be reduced
as a result of receipt of such supplemental information.
4. Limitations on Management Services. The Adviser shall render
investment advisory services with respect to assets allocated to the Company and
effect all purchases and sales of investments for each Fund thereof in a manner
consistent with:
(a) the investment objectives, policies and restrictions for each
Fund of the Company as stated in the Registration Statement;
(b) the Rules and Regulations of the Company; and
(c) the provisions of the Investment Company Act of 1940.
Any investment program undertaken by the Adviser pursuant to this Agreement
shall at all times be subject to any directives of the Board of Directors of the
Company or any duly constituted committee thereof acting pursuant to like
authority.
5. Brokerage and Research Services. The Adviser shall, subject to the
supervision of the Board of Directors of the Company, arrange for the placement
of orders for each of the Funds, either
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directly with the issuer, with any broker-dealer or underwriter that specializes
in the securities for which the order is made or with any other broker or dealer
selected by the Adviser, subject to the following limitations.
The Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Funds and will
use its best efforts to obtain the most favorable net results, taking into
account all appropriate factors, including price, dealer spread or commission,
if any, size of the transaction and difficulty of execution. However, in
addition to seeking the best price and execution, the Adviser may also take into
consideration research and statistical information and wire and other quotation
services provided to the Adviser. In any event, the Adviser shall select only
brokers whose commissions it believes are reasonable. The Adviser will
periodically evaluate the statistical data, research and other investment
services provided by brokers and dealers to it. Such services may be used by the
Adviser in connection with the performance of its obligations under this
Agreement or in connection with other advisory activities or investment
operations.
6. Compensation. As compensation for its investment advisory services to
the Company, the Adviser shall receive an amount calculated as a daily charge at
the annual rates of .125% of the value of the net assets of the Equity Index
Fund, 0.25% of the value of the net assets of the Money Market Fund and 0.50% of
the value of the net assets of the Stock Fund, the Bond Fund, the Short-Term
Bond Fund, the Mid-Term Bond Fund and the Composite Fund, respectively (computed
in accordance with the Investment Company Act and the Registration Statement).
7. Expenses. The Adviser shall be responsible for all expenses incurred
in performing the investment advisory services herein set forth, including costs
of compensating and furnishing office space for officers and employees of the
Adviser connected with investment and economic research, trading and investment
management for the Funds of the Company. All brokers' commissions, transfer
taxes and other fees relating to purchases and sales of investments for each
Fund of the Company shall be paid out of assets allocated to such Fund.
8. Services Not Exclusive. The services rendered by the Adviser pursuant
to this Agreement are not to be deemed exclusive, and the Adviser may render
similar services to other entities so long as its services under this Agreement
are not impaired or interfered with.
It is understood that the Adviser or its affiliates may use any
investment research obtained for the benefit of the Company in providing
investment advice to its other investment advisory accounts or for use in
managing their own accounts. Conversely, such supplemental information obtained
by the placement of business for the Company or other entities advised by the
Adviser may be considered by and may be useful to the Adviser in carrying out
its obligations to the Company.
When the Adviser deems the purchase or sale of a security to be in the
best interests of a Fund of the Company, as well as other accounts or companies,
it may, to the extent permitted by applicable laws and regulations, but will not
be obligated to, aggregate the securities to be sold or purchased for such Fund
with those to be sold or purchased for other accounts or companies in order to
obtain favorable execution and low brokerage commissions. In that event,
allocation of the securities purchased or sold, as well as the expenses incurred
in the transaction, will be made by the Adviser in the manner it considers to be
most equitable and consistent with its fiduciary obligations
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to the Company and to such other accounts or companies. The Company recognizes
that in some cases this procedure may adversely affect the size of the position
obtainable for it.
9. Term of Agreement. This Agreement will continue from year to year but
only so long as such continuance is specifically approved at least annually
either (i) by the Board of Directors of the Fund or (ii) by a vote of a majority
of the outstanding voting securities of the Fund, provided that in either event
such continuance will also be approved by the vote of a majority of the
directors who are not interested persons (as defined in the Investment Company
Act) of the Fund, or of the Insurance Company, cast in person at a meeting
called for the purpose of voting on such approval. In connection with such
approvals, the Board of Directors of the Company shall request and evaluate, and
the Adviser shall furnish, such information as may be reasonably necessary to
evaluate the terms of this Agreement. This Agreement:
(a) shall not be terminated by the Adviser without the prior
approval of a new investment advisory agreement by vote of a majority of
the outstanding shares of each Fund of the Company;
(b) shall be subject to termination, without the payment of any
penalty, by the Board of Directors of the Company, or by vote of a
majority of the outstanding shares of the Company, or with respect to a
particular Fund by vote of a majority of the outstanding shares of that
Fund, in each case on sixty days written notice to the Adviser;
(c) shall not be amended without specific approval of such amendment
by (i) the Board of Directors of the Company, or by the vote of a majority
of the outstanding shares of each Fund affected by such amendment, and
(ii) a majority of those members of the Board of Directors of the Company
who are not parties to this Agreement or interested persons of such a
party, cast in person at a meeting called for the purpose of voting on
such approval; and
(d) shall automatically terminate upon assignment by either party.
10. Recordkeeping. The Adviser agrees that all accounts and records that
it maintains for the Company shall be the property of the Company and that it
will surrender promptly to the designated officers of the Company any or all
such accounts and records upon request. The Adviser further agrees to preserve
for the period prescribed by the rules and regulations of the Securities and
Exchange Commission all such records and accounts as are required to be
maintained pursuant to said rules. The Adviser also agrees that it will maintain
all records and accounts regarding the investment activities of each of the
Funds in a confidential manner. All such accounts or records shall be made
available, within five (5) business days of a written request, to the Company's
accountants or auditors during regular business hours at the Adviser's offices.
In addition, the Adviser will provide any materials as are required to be
maintained pursuant to said rules. The Adviser also agrees that it will maintain
all records and accounts reasonably related to the investment advisory services
provided hereunder, as may reasonably be requested in writing by the members of
the Board of Directors of the Company or as may be required by any governmental
agency having jurisdiction over the Adviser or the Company.
11. Interested and Affiliated Persons. It is understood that members,
officers, employees or agents of the Company may also be interested in the
Adviser as directors, officers, employees, agents or otherwise.
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12. Liability of the Adviser. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties on the
part of the Adviser (or its officers, directors, agents, employees, controlling
persons, and any other person or entity affiliated with the Adviser or retained
by it to perform or assist in the performance of its obligations under this
Agreement), neither the Adviser nor any of its officers, directors, employees or
agents shall be subject to liability to the Company or any shareholder of the
Company for any act or omission in the course of, or connected with, rendering
services hereunder, including without limitation, any error of judgment or
mistake of law or for any loss suffered by the Company or any shareholder of the
Company in connection with the matters to which this Agreement relates, except
to the extent specified in Section 36(b) of the Investment Company Act
concerning loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services.
13. Governing Law. This Agreement is subject to the provisions of the
Investment Company Act, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder, including such exemptions
therefrom as the Securities and Exchange Commission may grant. Words and phrases
used herein shall be interpreted in accordance with that Act and those rules and
regulations, and such exemptions. Without limiting the generality of the
foregoing, (a) the term "assigned" shall not include any transaction exempted
from Section 15(a)(4) of the Investment Company Act by an order of the
Securities and Exchange Commission, and (b) as used with respect to the Company
or any of its Funds, the term "majority of the outstanding shares" means the
lesser of (i) 67% of the shares represented at a meeting at which more than 50%
of the outstanding shares are represented, or (ii) more than 50% of the
outstanding shares.
14. Miscellaneous. The Adviser shall submit to all regulatory and
administrative bodies having jurisdiction over the operations of the Adviser or
the Company, present or future, any materials, reasonably related to the
investment advisory services provided hereunder, as may be reasonably requested
in writing by the Board of Directors of the Company or as may be required by any
governmental agency having jurisdiction.
WITNESS WHEREOF, the parties hereto have caused this Investment Advisory
Agreement to be duly executed as of the day and year first above written.
MUTUAL OF AMERICA LIFE INSURANCE
COMPANY
/s/ Xxxxxxx Xxxxxxxx
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MUTUAL OF AMERICA INVESTMENT
CORPORATION
/s/ Xxxxxxx X. Xxxxxxxxx
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