Exhibit 5(b)
INVESTMENT SUB-ADVISORY AGREEMENT
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
[ ], 1997
Mellon Equity Associates
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Sirs:
MML Equity Index Fund (the "Fund"), a series of MML Series Investment
Fund, a Massachusetts business trust (the "Trust"), desires to employ its
capital by investing and reinvesting the same in investments of the type and in
accordance with the limitations specified in the Fund's Prospectus and Statement
of Additional Information as from time to time in effect, copies of which
(including any amendments thereto) have been and will be submitted to Mellon
Equity Associates, a Pennsylvania business trust ("Mellon Equity"), and in such
manner and to such extent as from time to time may be approved by the Trust's
Board of Trustees. The Fund employs Massachusetts Mutual Life Insurance Company
("MassMutual") pursuant to a written agreement (the "Management Agreement"), a
copy of which has been furnished to Mellon Equity. MassMutual desires to employ
Mellon Equity to act as the Fund's investment sub-adviser.
In this connection, it is understood that from time to time Mellon Equity
will employ or associate with itself such person or persons as Mellon Equity may
believe to be particularly fitted to assist Mellon Equity in the performance of
this Agreement. The compensation of such person or persons shall be paid by
Mellon Equity and no obligation may be incurred on the Fund's behalf in any such
respect.
Subject to the supervision and approval of MassMutual, Mellon Equity will
provide investment management of the Fund's portfolio in accordance with the
Fund's investment objective, policies and restrictions as stated in the Fund's
Prospectus and Statement of Additional Information as from time to time in
effect. In connection therewith, Mellon Equity will supervise the Fund's
investments and, if appropriate, the sale and reinvestment of the Fund's assets.
Mellon Equity is authorized to invest the Fund's assets in securities issued by
Mellon Bank Corporation, to the extent required or permitted by the Fund's
investment objective, policies and restrictions, and to the extent permitted by
the U.S. Securities and Exchange Commission or other applicable authorities.
Mellon Equity will furnish to
MassMutual or the Fund such statistical information, with respect to the
investments that the Fund may hold or contemplate purchasing, as MassMutual or
the Fund may reasonably request. The Fund and MassMutual wish to be informed of
important developments materially affecting the Fund's portfolio and shall
expect Mellon Equity, on its own initiative, to furnish to the Fund or
MassMutual from time to time such information as Mellon Equity may believe
appropriate for this purpose.
Mellon Equity shall exercise its best judgment in rendering the services to
be provided hereunder, and MassMutual agrees, as an inducement to Mellon
Equity's undertaking the same, that Mellon Equity shall not be liable hereunder
for any error of judgment or mistake of law or for any loss suffered by the Fund
or MassMutual, provided that nothing herein shall be deemed to protect or
purport to protect Mellon Equity against any liability to MassMutual, the Fund
or the Fund's security holders to which Mellon Equity would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of Mellon Equity's duties hereunder, or by reason of Mellon Equity's
reckless disregard of its obligations and duties hereunder.
In consideration of the services rendered pursuant to this Agreement,
MassMutual will pay Mellon Equity, on the [ ] business day of each month,
out of the management fee it receives and only to the extent thereof, a fee
calculated daily and paid monthly at the annual rate of [.09% of the first
$100,000,000 of the average daily net asset value of the Fund; .07% of the next
$150,000,000; and .05% on any net assets thereafter, for the preceding month.]
So long as Mellon Equity is the sole investment sub-adviser for the Fund, Mellon
Equity shall pay the fees for the custody services for the Fund, which will be
provided by Boston Safe Deposit and Trust Company.
Net asset value shall be computed on such days and at such time or times as
described in the Fund's then-current Prospectus and Statement of Additional
Information. The fee for the period from the date hereof to the end of the
month hereof shall be pro-rated according to the proportion which such period
bears to the full monthly period, and upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full monthly period.
For the purpose of determining fees payable to Mellon Equity, the value of the
Fund's net assets shall be computed in the manner specified in the Trust's
charter documents or the Fund's Prospectus and Statement of Additional
Information for the computation of the value of the Fund's net assets.
Mellon Equity will bear all expenses in connection with the performance of
its services under this Agreement. All other expenses to be incurred in the
operation of the Fund (other than those borne by MassMutual) will be borne by
the Fund, except to the extent specifically assumed by Mellon Equity.
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MassMutual understands that Mellon Equity now acts, and that from time to
time hereafter may act, as investment adviser to one or more other investment
companies and fiduciary or other managed accounts, and MassMutual has no
objection to Mellon Equity so acting. When purchase or sale of securities of the
same issuer is suitable for the investment objectives of the Fund and one or
more other investment companies or accounts managed by Mellon Equity which track
an equity index and have available funds for investment, such purchases or sales
may and normally will be combined, to the extent practicable, and will be
allocated as nearly as practicable on a pro rata basis in proportion to the
amounts to be purchased or sold for each. In determining the amounts to be
purchased or sold, the main factors Mellon Equity will consider will be the
investment objectives of the respective portfolios, the relative size of
portfolio holdings of the same or comparable security, availability of cash for
investment by the various portfolios and the size of their respective investment
commitments. Mellon Equity believes that the ability of the Fund to participate
in larger volume transactions will, in most cases, produce better execution for
the Fund although it is recognized that in some cases this procedure may
adversely affect the price paid or received by the Fund or the size of the
position obtainable for or disposed of by the Fund.
In allocating brokerage transactions for the Fund, Mellon Equity shall seek
to obtain the best execution of orders at the most favorable net price. Subject
to this determination, Mellon Equity may consider, among other things, the sale
of shares of the Fund [or other funds advised by Mellon Equity] as a factor in
the selection of broker-dealers to execute portfolio transactions for the Fund;
provided, Mellon Equity may not consider the provision of brokerage research
services (as such term is defined in Section 28(e) of the Securities Exchange
Act of 1934, as amended) in allocating brokerage transactions for the Fund.
In addition, it is understood that the persons employed by Mellon Equity to
assist in the performance of its duties hereunder will not devote their full
time to such services and nothing contained herein shall be deemed to limit or
restrict Mellon Equity's rights or the right of any of its affiliates to engage
in and devote time and attention to other businesses or to render services of
whatever kind or nature, provided that such activities will not adversely affect
or otherwise impair the performance of Mellon Equity's duties and obligations
hereunder.
This Agreement shall continue until [ ], 1999, and thereafter shall
continue automatically for successive annual periods ending on [ ] of
each year, provided such continuance is specifically approved at least annually
by (i) the Trust's Board of Trustees or (ii) vote of a majority (as defined in
the Investment Company Act of 1940, as amended) of the Fund's outstanding voting
securities, provided that in either event its continuance also is approved by a
majority of the Trust's Board members who are not "interested persons" (as
defined in said Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable without penalty (i) by MassMutual upon 60 days' written notice to
Mellon Equity, (ii) by the Trust's Board of Trustees or by vote of the holders
of a majority of the Fund's outstanding voting securities upon 60 days' written
notice to Mellon Equity, or (iii) by Mellon
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Equity upon not less than 90 days' written notice to the Fund and MassMutual.
This Agreement also will terminate automatically in the event of its assignment
(as defined in said Act). In addition, notwithstanding anything herein to the
contrary, if the Management Agreement terminates for any reason, this Agreement
shall terminate effective upon the date the Management Agreement terminates.
Mellon Equity agrees that all records pertaining to the operation and
administration of the Trust and the Fund (whether prepared by Mellon Equity or
supplied to Mellon Equity by MassMutual, 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 Mellon Equity's possession 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 Mellon Equity 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. Mellon Equity shall submit
to all regulatory and administrative bodies having jurisdiction over the
operations of Mellon Equity, MassMutual 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.
Mellon Equity agrees that neither MassMutual, the Trust, the Fund nor
Mellon Equity 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.
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 Fund.
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If the foregoing is in accordance with your understanding, will Mellon
Equity kindly so indicate by signing and returning to MassMutual the enclosed
copy hereof.
Very truly yours,
MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY
By: ___________________________
Name:
Title:
Accepted and Agreed to By:
MELLON EQUITY ASSOCIATES
By:_____________________
Name:
Title:
Accepted and Agreed to By:
MML SERIES INVESTMENT FUND, on behalf of MML Equity Index Fund
By:_____________________
Name:
Title:
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