EXHIBIT 5.3
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
THIS INVESTMENT SUB-ADVISORY AGREEMENT is by and between
Xxxxxx-Xxxxxxx Ivory International, a partnership organized under the laws
of the Commonwealth of Massachusetts (the "Sub-Adviser"), and
OppenheimerFunds, Inc., a Colorado corporation ("OFI"), effective
____________, 1996.
WHEREAS, LifeSpan Balanced Portfolio (the "Fund") is a series of
Connecticut Mutual Financial Services Series Fund I, Inc. (the "Company"), a
Maryland corporation 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
"1940 Act"), and the Company has appointed OFI 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 OFI may, at its option,
subject to approval by the Board of Directors of the Company, and, to the
extent necessary, shareholders of the Fund, appoint a sub-adviser to assume
certain responsibilities and obligations of OFI under the Advisory Agreement;
WHEREAS, OFI and the Sub-Adviser are investment advisers registered as
such with the Commission, and OFI desires to appoint the Sub-Adviser as a
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, OFI and the Sub-Adviser, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. GENERAL PROVISION.
OFI hereby employs the Sub-Adviser and the Sub-Adviser hereby undertakes
to act as the investment sub-adviser of the international portion of the
portfolio of the Fund designated by OFI (the "Sub-Account") and 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 Company's Board of Directors,
directly or through OFI, 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 1940 Act and any rules or regulations
thereunder;
(b) the provisions of Subchapter M of the Internal Revenue Code, as it
may be amended from time to time;
(c) any other applicable provisions of state or federal law;
(d) the provisions of the Articles of Incorporation and By-Laws of the
Company as amended from time to time;
(e) policies and determinations of the Board of Directors of the Company
and OFI;
(f) the fundamental policies and investment restrictions of the Fund as
reflected in the Company's registration statement under the 1940 Act
or as such fundamental policies and investment restrictions may,
from time to time, be amended by the Fund's shareholders;
(g) the Prospectus and Statement of Additional Information of the Fund
in effect from time to time; and
(h) any investment guidelines or other instructions received in writing
from OFI.
The appropriate officers and employees of the Sub-Adviser shall be
available upon reasonable notice for consultation with any of the
Directors and officers of the Company and OFI with respect to any
matters dealing with the business and affairs of the Fund including
without limitation the valuation of portfolio securities of the
Sub-Account that are either not registered for public sale or not traded
on any securities market.
In the performance of its duties hereunder, the Sub-Adviser is and
shall be an independent contractor and unless otherwise expressly
provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Company, the Fund or OFI in any
way or otherwise be deemed to be an agent of the Company, the Fund or
OFI.
2. DUTIES OF THE SUB-ADVISER.
(a) The Sub-Adviser shall, subject to the direction and control by the
Company's Board of Directors or OFI, to the extent OFI's direction
is not inconsistent with that of the Board of Directors,
(i) regularly provide investment advice and recommendations to the
Fund, directly or through OFI, with respect to the Sub-Account's
investments, investment policies and the purchase and sale of
securities; (ii) supervise and monitor continuously the investment
program of the Fund with respect to the Sub-Account and the portfolio
composition of the Sub-Account and determine what securities shall
be purchased or sold for the Sub-Account of the Fund; (iii) arrange,
subject to the provisions of paragraph 5 hereof, for the purchase of
securities and other investments for the Sub-Account of the Fund and
the sale of securities and other portfolio investments held in the
Sub-Account of the Fund; and (iv) provide reports on the foregoing to
the Board of Directors at each Board meeting.
(b) Provided that neither OFI nor the Fund or the Company shall be
required to pay any compensation other than as provided by the
terms of this Agreement and subject to the provisions of paragraph
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 of its
obligations and duties under this Agreement, the Sub-Adviser shall
not be liable for any loss sustained by reason of good faith errors
or omissions inconnection with any matters to which this Agreement
relates.
(d) Nothing in this Agreement shall prevent OFI 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 OFI or the Sub-Adviser or any of their respective
directors, officers, stockholders, partners or employees from buying,
selling or trading any securities for its or their 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
Agreement.
(e) The Sub-Adviser shall cooperate with OFI by providing OFI 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 effective corporate administration for the
Fund, including the compilation and maintenance of such records with
respect to its operations as may reasonably be required. Any
records required to be maintained shall be the property of the
Company and shall be surrendered promptly to the Company on request.
The Sub-Adviser shall, at its own expense, provide such officers
for the Company as its Board may request.
3. DUTIES OF OFI.
OFI shall provide (or cause to be provided to) the Sub-Adviser the
following information about the Sub-Account:
(a) cash flow estimates on request;
(b) notice of the Sub-Account's "investable funds" by 11:00 a.m. each
business day;
(c) as they are modified, from time to time, current versions of the
documents and policies referred to in subparagraphs (d), (e), (f),
(g) and (h) of paragraph 1 above.
4. COMPENSATION OF THE SUB-ADVISER.
The Sub-Adviser will bear its own costs of providing services
hereunder. The Sub-Adviser shall not be responsible for the Fund's
expenses. OFI 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 computed on the net asset value of the Sub-Account of the Fund as of
the close of each business day and payable monthly by the tenth business
day of the following month, at the following annual rates:
.75% of the first $10 million of average net assets in the
Sub-Account;
.625% of the next $15 million of average net assets in the
Sub-Account;
.50% of the next $25 million of average net assets in the
Sub-Account; and
.375% of the average net assets in excess of $50 million in the
Sub-Account.
For any period less than a full month during which this Agreement is
in effect, the fee shall be pro-rated according to the proportion which
such period bears to a full month (a month being the calendar month of
which such period is part). The Fund shall have no responsibility for
any fee payable to the Sub-Adviser.
5. PORTFOLIO TRANSACTIONS AND BROKERAGE.
(a) In connection with purchases or sales of portfolio securities on
behalf of the Fund, neither the Sub-Adviser nor any of its partners,
directors, officers or employees will act as a principal or agent or
receive directly or indirectly any compensation in connection with
the purchase or sale of securities by the Fund, other than as
provided herein. The Sub-Adviser is authorized, in arranging the
purchase and sale of the Sub-Account's portfolio securities, to
employ or deal with such members of securities exchanges, brokers or
dealers (hereinafter "broker-dealers"), including broker-dealers that
are "affiliated" broker-dealers (as that term is defined in the 1940
Act), as may, in the Sub-Adviser's 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. All
transactions effected through any affiliated brokers shall be
effected in compliance with Section 17(e) of the 1940 Act and any
written procedures established from time to time by the Board of
Directors of the Company pursuant to Rule 17e-1 under the 1940 Act,
as it may be amended from time to time, copies of which procedures
shall be provided to the Sub-Adviser by OFI.
(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 to effect said transactions, and may enter into a
contract in which the broker acts either as principal or as agent.
(c) The Sub-Adviser shall select broker-dealers to effect the
Sub-Account'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
Sub-Account'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.
(d) The Sub-Adviser shall not be responsible for payment of brokerage
commissions.
(e) Provided that such aggregation is in the best interests of the Fund,
the Sub-Adviser may aggregate orders for the purchase and sale of
securities for the Sub-Account with similar orders being made
simultaneously for other funds managed by the Sub-Adviser, if, in the
Sub-Adviser's reasonable judgment, such aggregation is equitableand
consistent with the Sub-Adviser's fiduciary obligation to the Fund
and shall result in an overall economic benefit to the Fund, taking
into consideration the advantageous sale or purchase price,
brokerage commissions or other expenses.
(f) The Sub-Adviser will advise OFI and the Fund's Custodian promptly
of each purchase and sale of a portfolio security, specifying the
name of the issuer, the description and amount or number of shares
of the security purchased or sold, the market price, commissions and
gross or net price, trade date, settlement date and identity of the
effecting broker or dealer, and such other information as may be
reasonably required. From time to time as the Board of Directors of
the Company or OFI may reasonably request, the Sub-Adviser will
furnish to the Company's officers and to its Directors, at the
Sub-Adviser's expense, reports on portfolio transactions and reports
on issuers of securities held in the Sub-Account, all in such detail
as the Fund or OFI shall reasonably request.
6. DURATION.
This Agreement will take effect on __________________, 1996, and
unless earlier terminated pursuant to paragraph 7 shall remain in effect
until December 31, 1998. Thereafter it shall continue in effect from year
to year, so long as such continuance and the continuance of OFI as
Adviser to the Fund shall be approved at least annually by the Company's
Board of Directors, including the vote of the majority of the Directors
of the Company who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) 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 0000 Xxx)
of the outstanding voting securities of the Fund and by such a vote of
the Company's Board of Directors.
7. TERMINATION.
This Agreement shall terminate automatically upon its assignment or in
the event of the Company's termination of the Advisory Agreement; it may
also be terminated: (i) by-the Sub-Adviser at any time without penalty
upon ninety days' written notice to OFI and the Company; or (ii) by the
Company at any time without penalty upon sixty days' written notice to
OFI and the Sub-Adviser provided that such termination by the Company
shall be directed or approved by a vote of a majority of all of the
Directors of the Company 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 1940 Act); or (iii) by OFI, upon 60 days' written
notice to the Fund and the Sub-Adviser.
8. NOTICE.
Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party, with a copy to
the Company, at the addresses below or such other address as such other
party may designate for the receipt of such notice.
If to OFI:
OppenheimerFunds, Inc.
Xxx Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
If to the Sub-Adviser:
Xxxxxx-Xxxxxxx Ivory International
Xxx Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention:______________________
If to either party, copy to:
LifeSpan Balanced Portfolio
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Chairman
9. No provisions of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be
effective until its approval by vote of the holders of a majority of the
outstanding voting securities of the Fund and by the Board of Directors
of the Company, including a majority of the Directors who are not
interested persons of OFI, the Sub-Adviser or the Fund, cast in person at
a meeting called for the purpose of voting on such approval.
10. The Sub-Adviser represents that it has reviewed the Registration
Statement of the Company, including any amendments or supplements
thereto, and any Proxy Statement relating to the approval of this
Agreement, as filed with the Securities and Exchange Commission and
represents and warrants that with respect to disclosure about the
Sub-Adviser or information relating directly or indirectly to the
Sub-Adviser, such Registration Statement or Proxy Statement contains,
as of the date hereof, no untrue statement of any material fact and
does not omit any statement of material fact which was required to be
stated therein or necessary to make the statements contained therein not
misleading. The Sub-Adviser further represents and warrants that it is
an investment adviser registered under the Investment Advisers Act of
1940, as amended, and under the laws of all jurisdictions in which the
conduct of its business hereunder requires such registration.
11. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
12. It is expressly understood and stipulated that the Sub-Adviser must look
solely to the property of the Fund for the enforcement of any claims
against the Fund and shall not look to or have recourse to the assets of
the Company generally or any other series of the Company.
13. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, OFI and the Sub-Adviser have caused this Agreement to
be executed on the day and year first above written.
OppenheimerFunds, Inc.
By: __________________________________
(Name) (Title)
XXXXXX-XXXXXXX IVORY INTERNATIONAL, a
Partnership
By: __________________________________
(Name) (Title)
SCHEDULE OF OMITTED INVESTMENT SUBADVISORY AGREEMENT
Due to the substantial similarity of the investment
subadvisory agreements among OppenheimerFunds, Inc. ("OFI") and
Xxxxxx-Xxxxxxx Ivory International ("Babson") for the respective
series of the Registrant, the following form of investment
subadvisory agreement for LifeSpan Balanced 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 Subadvisory Agreement among OFI and
Babson for LifeSpan Capital Appreciation Portfolio.
2. Investment Subadvisory Agreement among OFI and
Babson for International Portfolio.
