INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 1st day of March, 1996, by and between
Connecticut Mutual Financial Services Series Fund I, Inc. on behalf of its
Growth 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 business 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.
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(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 "▇▇▇▇▇▇▇▇▇▇▇."
OFI hereby grants to the Fund a royalty-free, non-exclusive license to use
the name "▇▇▇▇▇▇▇▇▇▇▇" 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 "▇▇▇▇▇▇▇▇▇▇▇" 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 "▇▇▇▇▇▇▇▇▇▇▇" in the name of the
Fund or otherwise. The name "▇▇▇▇▇▇▇▇▇▇▇" 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 provisions
of subparagraph "(c)" of this paragraph "7," the benefit 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 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.
(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, 1998, 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
not 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 Growth
Portfolio
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., President
OppenheimerFunds, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior Vice President
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:
Money Market Portfolio
Net Asset Value Annual Rate
First $200,000,000......................................0.50%
Next $100,000,000.......................................0.45%
Amount over $300,000,000................................0.40%
Government Securities Portfolio, Income Portfolio and Growth Portfolio:
Government
Securities
Portfolio Income
Annual Portfolio Growth Portfolio
Net Asset Value Rate Annual Rate Annual Rate
First $300,000,000 0.525% 0.575% 0.625%
Next $100,000,000 0.500% 0.500% 0.500%
Amount over $400,000,000 0.450% 0.450% 0.450%
International Equity Portfolio:
Net Asset Value Annual Rate
First $250,000,000......................................1.00%
Amount over $250,000,000................................0.90%
Capital Appreciation Portfolio and Balanced Portfolio:
Net Asset Value Annual Rate
First $250,000,000......................................0.85%
Amount over $250,000,000................................0.75%
Total Return Portfolio:
Net Asset Value Annual Rate
First $600,000,000.....................................0.625%
Amount over $600,000,000..............................0.0450%
Diversified Income Portfolio:
Net Asset Value Annual Rate
First $250,000,000......................................0.75%
Amount over $250,000,000................................0.65%
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