Exhibit 5(a)(2)
INVESTMENT MANAGEMENT AGREEMENT
This INVESTMENT MANAGEMENT AGREEMENT (the "Agreement"), dated this April
16, 1993 by and between MML Series Investment Fund (the "Trust") on behalf of
MML Money Market Fund (the "Fund") and Massachusetts Mutual Life Insurance
Company (the "Adviser").
WHEREAS, the Trust, on behalf of the Fund, and the Adviser entered into an
Investment Management Agreement (the "Management Agreement"), dated April 26,
1985 whereby the Adviser will (1) perform certain investment management services
for the Fund, (2) perform administrative functions relating to the Fund, and (3)
assume certain expenses of the Fund;
WHEREAS, the Trust, on behalf of the Fund, and the Adviser wish to enter
into a new agreement, substantially identical to the Management Agreement in all
respects except that the Agreement will contain a new Section 11 not contained
in the Management Agreement. The new Section 11 would provide that the Adviser
could enter into sub-advisory agreements with such persons and under such terms
as approved by the Trust's Board of Trustees and its shareholders.
NOW, THEREFORE, in consideration of the covenants and mutual promises of
the parties made to each other, it is hereby covenanted and agreed as follows:
1. Investment Management Services to be Rendered to the Fund. The Fund
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hereby engages the Adviser to act as investment adviser for and to manage the
investment and reinvestment of the assets of the Fund, subject to such general
or specific instructions as may be given by the Board of Trustees of the Trust.
The Adviser hereby agrees, at its own expense, to render the services and to
assume the obligations of investment manager.
2. Administrative Services to be Provided and Expenses to be Assumed by the
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Advisor. Until the termination of the employment of the Adviser as investment
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manager for the Fund, the Adviser will provide, or provide for, in its offices
all services required for the administration of the Trust and the Fund, and will
assume all expenses of the Trust and the Fund other than those expenses referred
to in the following paragraph.
The adviser shall not be obligated to pay and the Fund or the Trust shall pay:
(1) taxes and corporate fees payable to governmental agencies; (2) brokerage
commissions (which may be higher than other brokers would charge if paid to a
broker which provides brokerage and research services to the Adviser for use
in providing investment advice and management to the Fund and other accounts
over which the Adviser exercises investment discretion) and other capital
items payable in connection with the purchase or sale of the Fund's
investment; (3) interest on account of any borrowings by the Fund;
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(4) fees and expenses of the Trust's Trustees who are not interested persons
(as defined in the Investment Company Act of 1940) of the Adviser or of the
Trust; and (5) fees payable to the Trust's certified independent public
accountants. The words "brokerage and research services" shall have the
meaning given in the Securities Exchange Act of 1934 and the Rules and
Regulations thereunder.
In placing portfolio transactions for the Fund, the Adviser will follow such
practices as may from time to time be set forth in the Trust's most recent
prospectus or specified by its Board of Trustees.
3. Compensation to be Paid by the Fund to the Adviser. For the services
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rendered hereunder, the Fund shall pay to the Adviser as of the last day of each
calendar quarter a fee at the annual rate of:
0.50% of the first $100 million of average daily net asset value of the
Fund,
0.45% of the next $200 million of average daily net asset value,
0.40% of the next $200 million of average daily net asset value, and
0.35% of the average daily net asset value over $500 million,
determined as of the close of the New York Stock Exchange on each day the
Exchange is open for trading.
4. Services of the Adviser to the Trust and the Fund Not Exclusive. The
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services of the Adviser to the Trust and the Fund under this agreement are not
to be deemed exclusive and the Adviser shall be free to render similar services
to others.
5. Use of Name by the Trust and the Fund. The Trust and the Fund recognize
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the Adviser's control of the initials "MML" and agrees that its right to use
these initials is non-exclusive and can be terminated by the Adviser at any
time. The use of such initials will automatically be terminated if at any time
the Adviser or a wholly-owned subsidiary of the Adviser ceases to be investment
manager for the Fund. If, at any time, the use of the initials "MML" is
terminated, the continuance of this agreement will be submitted to shareholders
of the Fund at a meeting specifically called for that purpose.
6. Interested and Affiliated Persons. It is understood that members of the
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Board of Trustees, officers, employees or agents of the Trust or the Fund may
also be directors, officers, employees or agents of the Adviser, and that the
Adviser, its directors, officers, employees or agents maybe interested in the
Fund as shareholders or otherwise.
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7. Records and Confidentiality. All records pertaining to the operation
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and administration of the Trust and the Fund (whether prepared by the Adviser or
supplied to the Adviser by the Trust or the Fund) are the property and subject
to the control of the Trust. In the event of the termination of this agreement,
all such records in the possession of the Adviser shall be promptly turned over
to the Trust free from any claim or retention of rights. All such records shall
be deemed to be confidential in nature and the Adviser shall not disclose or use
any records or information obtained pursuant to this agreement in any manner
whatsoever except as expressly authorized by the Trust or as required by federal
or state regulatory authorities. The Adviser shall submit to all regulatory and
administrative bodies having jurisdiction over the operations of the Adviser or
the Trust, present or future, any information, reports or other material
obtained pursuant to this agreement which any such body may request or require
pursuant to applicable laws or regulations.
8. Liability Regarding Investment Management. In the absence of willful
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misfeasance, bad faith or gross negligence in the performance of its obligations
and duties under this agreement, or of reckless disregard of such obligations
and duties, neither the Adviser nor any of its officers, directors, employees or
agents shall be subject to liability for any act or omission in the course of,
or connected with, rendering services or performing its obligations hereunder.
9. Termination and Amendment. This agreement is effective as of April 30,
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1993 and will continue in effect form year to year after the date hereof as long
as it is specifically approved at least annually by vote of the Board of
Trustees of the Trust including the vote of a majority of such Trustees who are
not interested persons (as defined in the Investment Company Act of 1940) of the
Adviser or of the Fund; provided, however, that (1) this agreement may at any
time be terminated by the Trust on 60 days' written notice to the Adviser
without the payment of any penalty either by vote of the Board of Trustees of
the Trust or by the vote of a majority of the outstanding shares of the Fund (as
defined in the Investment Company Act of 1940); (2) this agreement shall
immediately terminate in the he event of its assignment (within the meaning of
the Investment Company Act of 1940); and (3) this agreement may be terminated by
the Adviser on 60 days' written notice to the Trust without the payment of any
penalty. Any notice under this agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at the principal office of
such party.
This agreement may be amended at any time by mutual consent of the parties,
provided that such consent on the part of the Fund shall have been approved at a
meeting by the vote of a majority of the outstanding shares of the Fund any by
the vote of a majority of the Trustees of the Trust who are not interested
persons of the Trust or interested persons of the Adviser.
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10. Obligation of the Trust. A copy of the Agreement and Declaration of
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Trust of the Trust is on file with the Secretary of the Commonwealth of
Massachusetts, and notice is hereby given that this agreement is executed on
behalf of the Trustees as Trustees of the Trust and not individually, and that
the obligations of this agreement are not binding upon any of the Trustees or
shareholders individually, but are binding only upon the assets and property of
the Trust.
11. Sub-Advisory Agreements. The Adviser may enter into sub-advisory
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agreements with persons ("Sub-Advisers") pursuant to which the Adviser delegates
any or all of its functions hereunder to one or more Sub-Advisers provided that
a majority of the Trust's Board of Trustees, that are not interested persons of
the Trust or the Adviser; approve the agreement and provided further, that a
majority of the outstanding voting shares of the Fund must also approve the
agreement. The Adviser shall pay all compensation of any such Sub-Advisers and
will have the right to terminate the services of any Sub-Adviser at any time on
no more than 60 days' notice, subject to the approval of the Board of Trustees,
and thereupon shall at such time assume the responsibilities if such Sub-Adviser
unless and until a successor Sub-Adviser is selected.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed on the day and year first above written.
MML SERIES INVESTMENT FUND
on behalf of MML Money Market Fund
By:
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Its:
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MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
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Its:
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