Exhibit D(2)
INVESTMENT MANAGEMENT AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
and
MML SERIES INVESTMENT FUND
(as to the MML Equity, MML Money Market, MML Blend, MML Small Cap Value MML
Equity, MML Equity Index, MML Growth Equity and MML Small Cap Growth Equity
Fund)
INVESTMENT MANAGEMENT AGREEMENT
This INVESTMENT MANAGEMENT AGREEMENT (the "Agreement"), dated May 3,
1999 by and between MML Series Investment Fund (the "Trust") on behalf of [MML
Equity, MML Money Market, MML Blend, MML Small Cap Value Equity, MML Equity
Index, MML Growth Equity and MML Small Cap Growth Equity Fund] (the "Fund") and
Massachusetts Mutual Life Insurance Company (the "Adviser").
WHEREAS, the Trust, on behalf of the Fund, and the Adviser wish to enter
into an investment management agreement 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;
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 hereby
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engages the Adviser to act as investment manager 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.
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.
2. Sub-Advisory Agreements. The Adviser may enter into sub-advisory agreements
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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, to the extent
required by the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder, 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 of such Sub-Adviser unless and until a successor Sub-Adviser is
selected.
3. Administrative Services to be Provided and Expenses to be Assumed by the
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Adviser. 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, all services
required for the administration of the Trust and the Fund. The Trust (or the
Fund) shall bear its own expenses, with the following exceptions: the Adviser
shall bear the cost of investment advisory services, fund accounting and other
administrative service expenses, and distribution expenses.
4. Compensation to be Paid by the Fund to the Adviser. For the services rendered
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hereunder, the Fund shall pay to the Adviser as of the last day of each calendar
quarter a fee at the annual rate of: (see Appendix for various compensation
amounts) determined as of 4:00 p.m. Eastern Time (or at such other time as the
Board of Trustees may establish) on each day the Exchange is open for trading.
5. Services of the Adviser to the Trust and the Fund Not Exclusive. The services
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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.
6. Use of Name by the Trust and the Fund. The Trust and the Fund recognize the
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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.
7. Interested and Affiliated Persons. It is understood that members of the Board
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of Trustees, members of the Advisory Board, 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.
8. Records and Confidentiality. All records pertaining to the operation and
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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.
9. 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.
10. Termination and Amendment. This Agreement is effective as of May 3, 1999 and
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will continue in effect for two years and from year to year thereafter 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, as
amended) 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, as amended); (2)
this Agreement shall immediately terminate in the event of its assignment
(within the meaning of the Investment Company Act of 1940, as amended); 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, if such
approval is required by the Investment Company Act of 1940, as amended, or the
rules and regulations thereunder, and 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.
11. Obligation of the Trust. A copy of the Agreement and Declaration of Trust of
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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 relevant series of the of the Trust.
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 Equity, MML Money Market, MML
Blend, MML Small Cap Value Equity, MML Equity Index,
MML Growth Equity and MML Small Cap Growth Equity
Fund
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Senior Vice President
APPENDIX
COMPENSATION AMOUNTS FOR THE FOLLOWING FUNDS
MML EQUITY FUND, MML MONEY MARKET, and MML BLEND
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.50% on first $100 million
.45% on next $200 million
.40% on next $200 million
.35% over $500 million
MML SMALL CAP VALUE EQUITY FUND
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.65% on first $100 million
.60% on next $100 million
.55% on next $300 million
.50% over $500 million
EQUITY INDEX FUND
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.40% on first $100 million
.38% on next $150 million
.36% over $250 million
MML GROWTH EQUITY FUND
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.80% on first $300 million
.77% on next $300 million
.75% on next $300 million
.37% on next $600 million
.25% on assets over $1.5 billion
MML SMALL CAP GROWTH EQUITY FUND
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1.075% on first $100 million
1.050% on next $100 million
1.025% on next $300 million
1.000% on assets over $500 million