INVEST AGRMNT ON BEHALF OF MML OTC 100 FUND
EXHIBIT
D(12)
INVESTMENT
MANAGEMENT AGREEMENT
This INVESTMENT
MANAGEMENT AGREEMENT (the “Agreement”), dated as of May 1, 2000 by
and between MML Series Investment Fund (the “Trust”) on behalf of
MML OTC 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 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 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 Adviser. Until the termination of the
employment of the Adviser as investment 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 all fund
accounting and other administrative service expenses, all investment
management expenses, and all distribution expenses of the Fund.
4.
Compensation to be Paid by the Fund to the
Adviser. For the services 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 .45% on the first $200 million of assets; .44% on
the next $200 million of assets; and .42% on assets in excess of $400
million, 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 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 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 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 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
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 1, 2000 and 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 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.
