SPECIMEN INVEST SUB-ADVISORY DATED 01/01/2000
EXHIBIT
D(14)
SPECIMEN FORM
OF
INVESTMENT
SUB-ADVISORY AGREEMENT
THIS INVESTMENT
SUB-ADVISORY AGREEMENT (the “Agreement”) is by and between
Massachusetts Mutual Life Insurance Company, a mutual life insurance company
organized under the laws of The Commonwealth of Massachusetts (hereinafter
“MassMutual”), and Xxxxx X. Xxxxxx and Company Incorporated, a
corporation organized under the laws of The Commonwealth of Massachusetts
(hereinafter “DLB”) and a registered investment adviser under the
Investment Advisers Act of 1940, as amended. This Agreement is effective as
of January 1, 2000.
WHEREAS, MassMutual
has entered into an investment management agreement with MML Series
Investment Fund (the “Trust”) on behalf of [MML Money Market Fund,
MML Managed Bond Fund, MML Blend Fund] (the “Fund”), dated as of
May 3, 1999 (the “Management Agreement”). Pursuant to the
Management Agreement, MassMutual is responsible for providing investment
management services to the Fund;
WHEREAS, MassMutual
desires to appoint DLB as its investment sub-adviser for the [Fund] [Money
Market and Bond segments of the MML Blend Fund] and DLB is willing to act in
such capacity; and
NOW, THEREFORE,
MassMutual and DLB hereby agree as follows:
Section
1 – Investment Advisory Services:
MassMutual hereby
employs DLB and DLB hereby undertakes to act as the investment sub-adviser
to the Fund and to provide the investment advisory, accounting and other
services as are specifically hereinafter set forth. DLB shall, subject to
the direction and supervision of the Trust’s Board of Trustees, provide
a continuing and suitable investment program for the Fund in accordance with
the respective investment objectives and policies of the Fund. In the
performance of its duties hereunder, DLB will, at its expense:
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| (a)
manage the investment and reinvestment of the assets of the
Fund;
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| (b)
supervise and monitor the investment program of the Fund, including
portfolio composition and identification of securities to be purchased or
sold;
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| (c)
arrange, subject to the provisions of Section 10 hereof, for the
purchase and sale of securities for the Fund;
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| (d)
furnish to MassMutual such statistical information regarding the
Fund’s investments which the Fund may hold or contemplate purchasing,
as MassMutual or the Fund may reasonably request;
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| (e) at
the request of the Trust’s Board of Trustees (the “Board of
Trustees”) or its designee, prepare and present written reports
concerning the performance of the Fund;
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| (f) take
appropriate steps to keep MassMutual informed of important developments
materially affecting the investment performance of the Fund;
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| (g)
notify MassMutual in writing immediately of any change in DLB’s
status as a registered investment adviser under federal law;
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| (h) make
available to MassMutual on an as-needed basis (but no less frequently than
quarterly), information in its possession necessary to prepare annual,
semi-annual and quarterly statements of portfolio holdings;
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| (i) make
available to MassMutual information in its possession necessary to prepare
tax returns, as well as reports to and filings with the Securities and
Exchange Commission, state insurance authorities, state corporation
authorities and/or state “Blue Sky” authorities;
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| (j)
agree to provide or contract for calculations of the Fund’s net
asset value and each unit value derived therefrom (if any) as a result of
different asset charges daily or at such lesser frequency as MassMutual may
request, and to have the party responsible for calculating such unit values,
if different than MassMutual, advise MassMutual of such unit values no
later than 6:00 p.m. eastern time on each valuation day;
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| (k)
regularly make reports regarding the Fund’s performance at
meetings of the Board of Trustees;
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| (l)
attend periodic meetings of MassMutual’s General Agents or
other significant special events upon reasonable request, at which
meetings DLB shall present reports on such aspects of its performance as
MassMutual shall request;
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| (m) make
available its SEC Form ADV, Parts I and II, and other licensing forms to
MassMutual upon request; and
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| (n) as
directed by MassMutual, vote all proxies solicited by or with respect to
the equity securities held by the Fund in accordance with DLB’s
Statement of Policy and Procedures Regarding the Voting of Securities, a
copy of which shall be provided at least annually to
MassMutual.
Section
2 – Standard of Care:
DLB agrees to
exercise its best judgment, effort, advice, and recommendations in rendering
its services and shall, at all times conform to, and use its best efforts to
enable the Fund to conform to:
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| (a) the
provisions of the Investment Company Act of 1940, as amended, the
Investment Advisers Act of 1940, as amended, and any rules or regulations
thereunder;
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| (b) any
other applicable provisions of state or federal law;
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| (c) the
provisions of the Agreement and Declaration of Trust and Bylaws of the
Trust, as amended from time to time (collectively referred to as the
“Trust Documents”);
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| (d)
policies and determinations of the Board of Trustees of the Trust
and MassMutual;
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| (e) the
fundamental and non-fundamental policies and investment restrictions of
the Fund as reflected in the Trust’s registration statement under the
Investment Company Act of 1940, as amended, or as such policies may, from
time to time, be amended by the Fund’s shareholders; and
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| (f) the
Prospectus and Statement of Additional Information of the Fund in effect
from time to time.
MassMutual agrees
that DLB shall not be liable hereunder for any error of judgment or mistake
of law or for any loss suffered by the Fund, MassMutual, CM Life Insurance
Company (“CM Life”) or MML Bay State Life Insurance Company
(“MML Bay State”) with respect to the Fund, provided that nothing
herein shall be deemed to protect or purport to protect DLB against any
liability to MassMutual, CM Life or MML Bay State or their respective
policyowners to which DLB would otherwise be subject by reason of the
willful misfeasance, bad faith or gross negligence of DLB, its directors,
officers, employees or agents in the performance of DLB’s duties
hereunder, or by reason of the reckless disregard of DLB’s obligations
and duties hereunder.
Section
3 – Expenses:
(a) DLB
shall be responsible only for expenses incurred in connection with the
performance of its services under this Agreement. The expenses to be borne
by DLB include the following: (1) the compensation and benefits of all
directors, officers, employees, and agents of DLB; (2) any license or
similar fees in connection with DLB’s use of computer software; (3)
premiums on any insurance policies purchased by DLB, including any fidelity
insurance purchased pursuant to Section 6 hereof; (4) those expenses
associated with fund accounting for the Fund; and (5) any other expenses
incurred by DLB in connection with the performance of its duties
hereunder.
(b)
MassMutual or the Fund shall be responsible for all expenses related
to the Fund, other than those expressly assumed by DLB hereunder. Expenses
to be borne by MassMutual include, but are not limited to, the following:
(1) premiums on any insurance policies purchased to cover the Fund by
MassMutual; (2) charges of custodians for the Fund; (3) outside legal
expenses of MassMutual or the Trust; and (4) expenses of MassMutual
attributable to contract owner services (including, without limitation,
telephone and personnel expenses).
Section
4 – Duties of MassMutual:
MassMutual will be
responsible for establishing and maintaining appropriate custodial
account(s), payment of charges of custodians, and arranging to have DLB
informed of all receipts and disbursements of cash, cash on hand, and
securities positions.
Section
5 – Compensation:
In consideration of
the services rendered pursuant to this Agreement, MassMutual shall pay DLB,
and DLB agrees to accept as full compensation for the performance of all
functions and duties assumed and expenses to be borne pursuant to this
Agreement a quarterly fee equal to an annual rate of [.05% for MML Money
Market Fund, .10% for the MML Managed Bond Fund; .09% for the Money Market
and Bond segments of the MML Blend Fund] of the average daily net value of
the Fund as of the close of each business day.
Section
6 – Fidelity Insurance and Errors and Omissions
Coverage:
DLB agrees to
maintain and provide evidence of fidelity insurance and errors and omissions
coverage relating to its services hereunder in such amounts and with such
carriers as are common in the investment advisory industry.
Section
7 – Books and Records:
DLB agrees that all
books and records maintained relating to the Fund are the property of the
Trust. DLB may disclose the Trust’s books and records to DLB’s
governmental regulators, and upon subpoena or with the written consent of
the Trust. DLB may maintain copies of such books and records for its own
regulatory purposes. DLB agrees to furnish the Massachusetts Commissioner of
Insurance (or, at MassMutual’s request, any other state insurance
authority) with any information or reports in connection with its services
hereunder which the Commissioner may request to ascertain whether the life
insurance operations of MassMutual are being conducted in a manner
consistent with applicable law.
Section
8 – Non-Exclusive Contract; Other Activities of DLB and
Affiliates:
Nothing in this
Agreement shall prevent MassMutual, DLB or any officers, directors or
employees thereof from acting as investment adviser or sub-adviser for any
other person, firm, or corporation provided, however, DLB will not enter
into an investment advisory agreement with any competitors of MassMutual or
its affiliates without the prior approval of DLB Acquisition
Corporation’s Board of Directors. This Agreement shall not limit or
restrict MassMutual or DLB, or any of their respective directors, officers,
stockholders 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 be in violation
of any securities laws or statements of policy on conflict of interest and
or trading and will not adversely affect or otherwise impair the performance
by any party of its duties and obligations under this Agreement.
Section
9 – Allocation of Securities Purchased or Sold for More than
One Account:
DLB and MassMutual
agree that when the purchase or sale of securities of the same issuer is
suitable for the investment objectives of two or more accounts managed by
DLB, the securities purchased or sold will be allocated in a manner believed
by DLB to be in keeping with its fiduciary duties to each
account.
Section
10 – Portfolio Transactions and Brokerage:
In placing portfolio
transactions for the Fund, DLB 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 Directors.
Section
11 – No Partnership or Joint Venture:
Neither MassMutual,
the Trust, the Fund, nor DLB are partners of or joint venturers with each
other, and nothing herein shall be construed so as to make them such
partners or joint venturers or impose any liability as such on any of
them.
Section
12 – Duration and Termination of this
Agreement:
This Agreement shall
remain in full force and effect for one year from the date and year first
written above and from year to year thereafter to the extent approved at
least annually by vote of a majority of Trustees of the Trust that are not
interested persons of the Trust or any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and
specifically either the Board of Trustees or by a vote of a majority of the
outstanding voting securities of the Fund. This Agreement shall terminate:
(a) automatically in the event of the Fund’s liquidation; (b)
automatically upon the termination of the Management Agreement; (c)
automatically in the event of its assignment (as defined in the Investment
Company Act of 1940, as amended); (d) by MassMutual without penalty upon 60
days’ written notice to DLB; and (e) by DLB without penalty upon 60
days’ written notice to the Fund and MassMutual.
Section
13 – Amendment of this Agreement:
This Agreement may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. Any amendment to this Agreement must be
approved by the Trustees and/or shareholders of the Fund to the extent and
in the manner such approval is required by the Investment Company Act of
1940, as amended, and the rules and regulations thereunder.
Section
14 – Miscellaneous:
The captions in this
Agreement are included for convenience of reference only and in no way
define or delimit any of the provisions hereof, or otherwise affect their
construction or effect. This Agreement may be executed 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.
Section
15 – Notice:
Any notice under this
Agreement shall be in writing, addressed and delivered or mailed, postage
prepaid, to the other party at the address below or such other address as
such other party may designate for the receipt of such notice.
If to MassMutual:
Massachusetts Mutual Life Insurance Company
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| 0000 Xxxxx
Xxxxxx
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| Xxxxxxxxxxx,
Xxxxxxxxxxxxx 00000-0000
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| Attention: Xxxxxx Xxxxx
If to DLB: Xxxxx X.
Xxxxxx and Company Incorporated
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| Xxx Xxxxxxxx
Xxxxx
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| Xxxxxxxxx,
Xxxxxxxxxxxxx 00000
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