ADMINISTRATIVE & SHAREHOLDERS SERVICES AGRMNT
EXHIBIT
H(2)
FORM
OF
ADMINISTRATIVE AND
SHAREHOLDER SERVICES AGREEMENT
as to MML Equity
Index Fund
This ADMINISTRATIVE
AND SHAREHOLDER SERVICES AGREEMENT (the “Agreement”), dated as of
the 1st day of May, 2000 (the “Effective Date”) is by and between
MML Series Investment Fund (the “Trust”) on behalf of MML Equity
Index Fund (the “Fund”) and Massachusetts Mutual Life Insurance
Company (the “Manager”).
WHEREAS, the Fund is
a series of the Trust, a Massachusetts business trust which is 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, as amended (the “1940 Act”),
and
WHEREAS, the Trust,
on behalf of the Fund, and the Manager wish to enter into this Agreement
whereby the Manager will provide, or cause to be provided, administrative
and shareholder services for the Fund and 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:
ARTICLE
I: ADMINISTRATIVE AND SHAREHOLDER
SERVICES
A. General
Responsibilities. Subject to the exceptions set
forth in Sub-Section C hereof and subject to the direction and control of
the Board of Trustees of the Trust, the Manager will provide, or cause to be
provided, all services required for the administration of the Trust and the
Fund, including fund accounting, shareholder servicing, and transfer agency
services.
B. Specific
Responsibilities. Without limiting the
responsibilities of the Manager, the Manager will:
1.
Maintain office facilities (which may be in the offices of the Manager
or a corporate affiliate but shall be in such location as the Trust
reasonably determines).
2. Furnish
statistical and research data, clerical services and stationery and office
supplies.
3. Compile
data for, prepare for execution by the Fund and file all the Fund’s
federal and state tax returns and required tax filings other than those
required by this Agreement to be made by the Fund’s custodian and
transfer agent.
4. Prepare
compliance filings pursuant to state securities laws with the advice of the
Trust’s counsel.
5. Prepare
the Trust’s Annual and Semi-Annual Reports to Shareholders and
amendments to its Registration Statements (on Form N-1A or any replacement
therefor).
6. Compile
data for, prepare and file timely Notices to the SEC required pursuant to
Rule 24f-2 under the 1940 Act.
7.
Determine the daily pricing of the portfolio securities and
computation of the net asset value and the net income of Fund in accordance
with the Prospectus, resolutions of the Trust’s Board of Trustees, and
the procedures set forth in EXHIBIT A: NET ASSET VALUE
CALCULATIONS.
8. Keep
and maintain the financial accounts and records of the Fund and provide the
Trust with certain reports, as needed or requested by the Fund.
9. Provide
officers for the Trust as requested by the Trust’s Board of
Trustees.
10.
Perform fund accounting services for the Fund as set forth in EXHIBIT
B: FUND ACCOUNTING FUNCTIONS.
11.
Generally assist in all aspects of the operations of the
Fund.
C. Excepted
Responsibilities. The Manager shall not perform
the following services pursuant to this Agreement:
1. Those
performed by the custodian for the Trust under the Custodian Agreement
between the Trust and Investors Bank & Trust Company or any successor
custodian (the “Bank”);
2. Those
performed by the distributor(s) of the Trust’s shares, if
any;
3. Those
provided by the Trust’s independent legal counsel;
4. Those
performed by the independent public accountants for the Trust;
5. Those
performed by the Fund’s investment manager;
6. Those
provided by the Trust’s independent trustees; and
7. Those
provided by a transfer agent, if any.
D. Sub-contract
Rights. The Manager may in its discretion
(subject only to approval by the Trust’s Board of Trustees) delegate or
subcontract some or all of the Manager’s duties, but shall remain
ultimately responsible for the provision of such services. The Manager shall
be responsible for payment of all compensation to any person or entity that
Manager delegates any duties hereunder.
ARTICLE
II: EXPENSES
A. Expenses. The
Manager shall assume all expenses of the Trust and the Fund, including the
Manager’s reasonable out-of-pocket disbursements; provided, however,
that 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 Manager for use in providing investment advice and management to the
Fund and other accounts over which the Manager exercises investment
discretion) and other capital items payable in connection with the purchase
or sale of the Fund’s investments (The words “brokerage and
research services” shall have the meaning given in the Securities
Exchange Act of 1934 and the Rules and Regulations thereunder.);
3.
Interest on account of any borrowing by the Fund;
4. Fees
and expenses of the Trust’s Trustees who are not interested persons (as
defined in the 0000 Xxx) of the Manager or of the Trust;
5. Fees
payable to the Trust’s certified independent public
accountants;
6. Fees
paid to the Trust’s independent legal counsel;
7. Fees
paid to the Fund’s custodian;
8. Fees
paid to the Fund’s Investment Manager; and
9.
Payments due pursuant to any 12b-1 Plan adopted by the Trust and
applicable to the Fund.
ARTICLE
III: COMPENSATION
The Manager’s
Compensation. For the services to be rendered and
the facilities to be furnished by the Manager as provided for in this
Agreement, the Trust will compensate the Manager as the Trust and the
Manager may from time to time agree.
ARTICLE
IV: STANDARD OF CARE
A. Standard of
Care. The Manager shall use reasonable care in
performing its duties hereunder. In the performance of such duties, the
Manager its directors, officers, employees, and agents, successors and
assigns
will be protected and will not be liable, and will be indemnified and held
harmless by the Trust, for any error of judgment, mistake of law, or any
other loss, claim, damages, liabilities, or expenses arising by reason of it
acting hereunder, except in the case of the negligence, willful misconduct,
bad faith, reckless disregard of duties or obligations hereunder, including
knowing violations of law, or fraud of the Manager, or of its officers,
employees, or agents, except as otherwise set forth in this Article IV.
Notwithstanding anything herein to the contrary, the Manager shall have no
discretion over the Trust’s assets or choice of investments and shall
not be held liable hereunder for any losses suffered by the
Fund.
B. Legal Advice. On issues
that are legal in nature, the Manager will be entitled to receive and act
upon the advice of independent legal counsel of its own selection, provided
such counsel is chosen with reasonable care and which can be counsel for the
Trust, and will be without liability for any action taken or thing done or
omitted to be done in accordance with this Agreement in good faith
conformity with such advice. Except as otherwise agreed to by the Trust, the
Manager shall pay the fees and expenses of such counsel, unless such counsel
is the Trust’s counsel. On issues that are related to financial
accounting matters, the Manager will be entitled to receive and act upon the
advice of the Trust’s independent public accountants, provided that the
Manager promptly notifies the Trust that it has sought such advice and
discloses the nature of the matter. Except as otherwise agreed to by the
parties, the Trust shall bear the expenses and costs of obtaining advice
from its independent public accountants, if such advice is sought pursuant
to this subsection B of Article IV.
C. Good
Faith Reliance. The Manager will be protected and
not be liable, and will be indemnified and held harmless, for any action
taken or omitted to be taken by it in reliance upon any document,
certificate or instrument which it reasonably believes to be genuine and to
be signed or presented by the proper person or persons.
D. Damages. Notwithstanding
anything in this Agreement to the contrary, in no event shall the Manager or
the Trust be liable to the other, or to any third party, for special,
punitive or consequential damages arising, directly or indirectly from this
Agreement, even if said party has been advised by the other party of the
possibility of such damages.
E. Acts
of God. In the event either party is unable to
perform its obligations under the terms of this Agreement because of acts of
God, interruption of electrical power or other utilities, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable to the
other for any damages resulting from such failure to perform or otherwise
from such causes. The Manager, the Trust and MassMutual shall notify each
other as soon as reasonably possible following the occurrence of an event
described in this subsection.
ARTICLE
V: EFFECTIVE DATE, TERMINATION AND
AMENDMENT
A. Effective Date. This
Agreement will become effective on the Effective Date and, unless sooner
terminated as provided herein, will continue for an initial term of one-year
from the Effective Date and thereafter shall
continue for
successive one year periods; provided, however, that such continuance shall
be specifically approved at least annually by (i) the Board of Trustees of
the Trust, or (ii) by a vote of a majority of the outstanding shares of the
Fund (as defined in the 1940 Act), provided, however, that in either event
the continuance is also approved at least annually by a majority of the
Trust’s Trustees who are not parties to this Agreement or interested
persons (as defined in the 1940 Act) (other than a Trustee of the Trust) of
the Manager or of the Trust by vote case in person at a meeting called for
the purpose of voting on such approval.
B. Termination. Anything to
the contrary herein notwithstanding, this Agreement may at any time be
terminated (i) by the Trust on 90 days’ written notice to the Manager
without the payment of any penalty either by the Board of Trustees of the
Trust, (ii) by vote of majority of the outstanding shares of the Fund (as
defined in the 1940 Act), or (iii) by the Manager on 90 days’ written
notice to the Trust without the payment of any penalty by the Manager. 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.
C. Amendment. This Agreement may be
amended at any time by mutual written consent of the parties.
ARTICLE
VI: MISCELLANEOUS
A. Services Not
Exclusive. The services of the Manager to the
Trust and the Fund under this Agreement are not exclusive and the Manager
shall be free to render similar services to others.
B. Use
of Name by the Trust. The Trust recognizes the
Manager’s control of the name “MassMutual” and agrees that
its right to use this name is non-exclusive and can be terminated by the
Manager at any time. The use of such name will automatically be terminated
if at any time the Manager, a subsidiary or an affiliate of the Manager
ceases to be investment manager for the Fund.
C. Interested and Affiliated
Persons. It is understood that members of the
Board of Trustees, officers, employees or agents of the Trust or the Fund
may also be directors, officers, employees or agents of the Manager or of
one or more Sub-Advisers of one or more series of the Trust, and that the
Manager and such Sub-Advisers, and their directors, officers, employees or
agents may be interested in the Fund as shareholders or
otherwise.
D. Records and
Confidentiality. All records pertaining to the
operation and administration of the Trust and the Fund (whether prepared by
the Manager or supplied to the Manager 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
Manager 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 Manager 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 Manager shall submit to all regulatory and
administrative bodies having jurisdiction over the operations of the Manager
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.
E. Disclaimer of
Liability. 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
instrument is executed on behalf of the Board of Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument
are not binding upon any of the Trustees or shareholders individually but
are binding upon the assets and property of the Trust; provided, however,
that the Agreement and Declaration of Trust of the Trust provides that the
assets of a particular series of the Trust shall under no circumstances be
charged with liabilities attributable to any other series of the Trust and
that all persons extending credit to, or contracting with or having any
claim against a particular series of the Trust, shall look only to the
assets of that particular series for payment of such credit, contract or
claim.
F. Notices. Any notice or other
instrument in writing authorized or required by this Agreement to be given
to either party hereto will be sufficiently given if addressed to such party
and mailed or delivered to it at its office at the address set forth below;
namely:
(a) In the
case of notices sent to the Trust to:
|
| MML Series
Investment Fund
|
| 0000 Xxxxx
Xxxxxx
|
| Xxxxxxxxxxx,
Xxxxxxxxxxxxx 00000
|
| Attention: Xxxxxx
X. Xxxxxxx
|
| Vice President and
Secretary
(b) In the
case of notices sent to the Manager to:
|
| Massachusetts
Mutual Life Insurance Company
|
| 0000 Xxxxx
Xxxxxx
|
| Xxxxxxxxxxx,
Xxxxxxxxxxxxx 00000
|
| Attn:
In the case of
notices sent to either party, a copy to the Bank to:
|
| Investors Bank
& Trust Company
|
| 000 Xxxxxxxxx
Xxxxxx
|
| Xxxxxx,
Xxxxxxxxxxxxx 00000
or at such other
place as such party may from time to time designate in writing.
G. Insurance Coverage. The
Fund and the Trust and the Manager shall each at all times maintain such
insurance coverages adequate for the nature of its operations, including
directors and officers, errors and omissions, and fidelity bond insurance
coverages.
H. Intentionally Omitted.
| | | | | | | | | | | |