EXHIBIT 99.5(D)
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, made this ____ day of _________, 1996, by and between
Mutual of America Capital Management Corporation, a Delaware corporation (the
"Adviser"), and Xxxxxx-Xxxxxxxxx Asset Management, Inc., a California
corporation (the "Subadviser").
W I T N E S S E T H
WHEREAS, Mutual of America Institutional Funds, Inc. (the "Investment
Company") intends to engage in business as a diversified open-end management
investment company and is registering as such under the Investment Company Act
of 1940 (the "Investment Company Act"); and
WHEREAS, the Investment Company is comprised of two separate Funds, one of
which is designated, and is hereinafter referred to, as the "All America Fund";
and
WHEREAS, the Adviser renders advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Investment Company entered into an investment advisory agreement
dated __________, 1996 (the "Investment Advisory Agreement") with Mutual of
America Capital Management Corporation (the "Adviser"); and
WHEREAS, the Adviser renders investment advisory and supervisory services and
corporate administration services to the Investment Company, on the terms and
conditions set forth in the Investment Advisory Agreement; and
WHEREAS, the Subadviser renders advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Adviser desires to retain the Subadviser to render investment
advisory and corporate administration services to the Adviser in connection with
the Adviser's responsibilities to the All America Fund with respect to such
assets of the All America Fund as shall be allocated to the Subadviser (the
"Allocated Assets") 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 Subadviser agree as follows:
1. General. For the period and on the terms set forth in this Agreement, the
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Subadviser shall manage the investment and reinvestment of the Allocated Assets
of the All America Fund. The Subadviser agrees during such period, at its own
expense and subject to the supervision of the Adviser and the Board of Directors
of the Investment 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
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the investment and reinvestment of the Allocated Assets of the All America Fund,
the Subadviser shall as appropriate and consistent with the limitations set
forth in Paragraph 4 hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical
and financial data relevant to the investment policies of the All America Fund
as set forth in the then effective registration statement for the Investment
Company, as amended from time to time, filed with the Securities and Exchange
Commission (the "Registration Statement");
(b) consult with the Adviser and the Board of Directors of the Investment
Company and furnish to the Adviser and the Board of Directors of the Investment
Company recommendations with respect to an overall investment plan for the
Allocated Assets of the All America Fund for approval, modification or rejection
by the Adviser or the Board of Directors of the Investment Company;
(c) seek out, present and recommend specific investment opportunities,
consistent with any overall investment plans approved by the Adviser and the
Board of Directors of the Investment Company;
(d) take such steps as are necessary to implement any overall investment plans
approved by the Adviser and the Board of Directors of the Investment Company,
including making and carrying out decisions to acquire or dispose of permissible
investments, management of investments and any other property constituting the
Allocated Assets of the All America Fund, and providing or obtaining such
services as may be necessary in managing, acquiring or disposing of investments;
(e) regularly report to the Adviser and the Board of Directors of the
Investment Company with respect to the implementation of any approved overall
investment plans and any other activities in connection with the management of
the Allocated Assets of the All America Fund;
(f) maintain all required accounts, records, memoranda, instructions or
authorizations relating to the acquisition or disposition of investments for the
All America 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 Subadviser, the
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Allocated Assets of the All America Fund would be benefited by supplemental
investment research from other persons or entities, outside the context of a
specific brokerage transaction, the Subadviser 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
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involve general advice or recommendations regarding the purchase or sale of
securities. The expenses of the Subadviser may not necessarily be reduced as a
result of receipt of such supplemental information.
4. Limitations on Management Services. The Subadviser shall render investment
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advisory services with respect to the Allocated Assets of the All America Fund
and effect all purchases and sales of investments for the Allocated Assets of
the All America Fund in a manner consistent with:
(a) the investment objectives, policies and restrictions for the All America
Fund as stated in the Registration Statement;
(b) the Rules and Regulations of the Investment Company; and
(c) the provisions of the Investment Company Act.
Any investment program undertaken by the Subadviser pursuant to this Agreement
shall at all times be subject to any directives of the Adviser and the Board of
Directors of the Investment Company or any duly constituted committee thereof
acting pursuant to like authority.
5. Brokerage and Research Services. The Subadviser shall, with respect to the
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Allocated Assets of the All America Fund, subject to the supervision of the
Adviser and the Board of Directors of the Investment Company, arrange for the
placement of orders for the All America Fund, either 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
Subadviser, subject to the following limitations.
The Subadviser is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities constituting the
Allocated Assets of the All America Fund 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 Subadviser may also take into consideration research and
statistical information and wire and other quotation services provided to the
Subadviser. In any event, the Subadviser shall select only brokers whose
commissions it believes are reasonable. The Subadviser 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 Subadviser 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
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Adviser, the Subadviser shall receive an amount calculated daily at the annual
rate of .30% of the value of the net assets constituting the Allocated Assets of
the All America Fund.
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7. Expenses. The Subadviser shall be responsible for all expenses incurred in
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performing the investment advisory services herein set forth, including costs of
compensating and furnishing office space for officers and employees of the
Subadviser connected with investment and economic research, trading and
investment management for the All America Fund. All brokers' commissions,
transfer taxes and other fees relating to purchases and sales of investments for
the All America Fund shall be paid out of assets of the All America Fund.
8. Services Not Exclusive. The services rendered by the Subadviser pursuant
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to this Agreement are not to be deemed exclusive, and the Subadviser 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 Subadviser or its affiliates may use any investment
research obtained for the benefit of the All America Fund 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 All America Fund or other entities advised
by the Subadviser may be considered by and may be useful to the Subadviser in
carrying out its obligations to the All America Fund.
When the Subadviser deems the purchase or sale of a security to be in the best
interests of the All America Fund 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 the All
America 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 Subadviser in the manner it
considers to be most equitable and consistent with its fiduciary obligations to
the All America Fund and to such other accounts or companies. The Investment
Company recognizes that in some cases this procedure may adversely affect the
size of the position obtainable for the All America Fund.
9. Term of Agreement. This Agreement will continue from year to year but only
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so long as such continuance is specifically approved at least annually either
(i) by the Board of Directors of the Investment Company or (ii) by a vote of a
majority of the outstanding voting securities of the All America 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 Investment Company, the Adviser, or the
Subadviser, cast in person at a meeting called for the purpose of voting on such
approval. In connection with such approvals, the Adviser and the Board of
Directors of the Investment Company shall request and evaluate, and the
Subadviser 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 Subadviser without the prior approval of a
new subadvisory agreement with respect to the Allocated Assets of the All
America Fund by vote of a majority of the outstanding shares of the All America
Fund;
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(b) shall be subject to termination, without the payment of any penalty, by
the Adviser or the Board of Directors of the Investment Company, or by vote of a
majority of the outstanding shares of the All America Fund, in each case on
sixty days' written notice to the Subadviser;
(c) shall not be amended without specific approval of such amendment by the
Adviser and (i) the Board of Directors of the Investment Company, or by the vote
of a majority of the outstanding shares of the All America Fund, and (ii) a
majority of those members of the Board of Directors of the Investment 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 Subadviser agrees that all accounts and records that it
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maintains for the Investment Company shall be the property of the Investment
Company and that it will surrender promptly to the designated officers of the
Investment Company any or all such accounts and records upon request. The
Subadviser 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 Subadviser
also agrees that it will maintain all records and accounts regarding the
investment activities with respect to the Allocated Assets of the All America
Fund in a confidential manner. All such accounts or records shall be made
available, within five (5) business days of a written request, to the Investment
Company's accountants or auditors during regular business hours at the
Subadviser's offices. In addition, the Subadviser will provide any materials as
are required to be maintained pursuant to said rules. The Subadviser 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 Adviser or the members of the Board of Directors of the
Investment Company or as may be required by any governmental agency having
jurisdiction over the Adviser, the Subadviser, or the Investment Company.
11. Interested and Affiliated Persons. It is understood that members,
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officers, employees or agents of the Investment Company or the Adviser may also
be interested in the Subadviser as directors, officers, employees, agents or
otherwise.
12. Liability of the Subadviser. In the absence of willful misfeasance, bad
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faith, gross negligence or reckless disregard of obligations or duties on the
part of the Subadviser (or its officers, directors, agents, employees,
controlling persons, and any other person or entity affiliated with the
Subadviser or retained by it to perform or assist in the performance of its
obligations under this Agreement), neither the Subadviser nor any of its
officers, directors, employees or agents shall be subject to liability to the
Investment Company or any shareholder of the Investment 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 Investment Company or any shareholder of the Investment
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.
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13. Governing Law. This Agreement is subject to the provisions of the
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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
Investment Company or the All America Fund, 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 Subadviser shall submit to all regulatory and
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administrative bodies having jurisdiction over the operations of the Adviser,
the Subadviser or the Investment Company, present or future, any materials,
reasonably related to the investment advisory services provided hereunder, as
may be reasonably requested in writing by the Adviser or the Board of Directors
of the Investment Company or as may be required by any governmental agency
having jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Subadvisory Agreement
to be duly executed as of the day and year first above written.
MUTUAL OF AMERICA CAPITAL
MANAGEMENT CORPORATION
By:______________________________
Name:
Title:
XXXXXX-XXXXXXXXX ASSET MANAGEMENT, INC.
By:_______________________________
Name:
Title:
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