Exhibit 5(a)
INVESTMENT MANAGEMENT AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
And
MASSMUTUAL INSTITUTIONAL FUNDS
(As To MassMutual Prime Fund)
INVESTMENT MANAGEMENT AGREEMENT
-------------------------------
This INVESTMENT MANAGEMENT AGREEMENT (the "Management Agreement"), is
between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation
(the "Manager"), and MassMutual Institutional Funds, a Massachusetts business
trust (the "Trust"), effective this 30th day of September, 1994.
WHEREAS, the Trust 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
"Act");
WHEREAS, MassMutual Prime Fund (the "Fund") is a series of the Trust;
WHEREAS, the Manager is an investment adviser registered with the
Commission as such under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and
WHEREAS, the Trust desires to appoint the Manager as its investment
manager for the Fund and the Manager is willing to act in such capacity upon the
terms herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Trust and the Manager hereby agree as follows:
1. General Provision.
------------------
The Trust hereby employs the Manager and the Manager hereby undertakes to
act as the investment manager of the Fund, to provide investment advice and
to perform for the Fund such other duties and functions as are hereinafter
set forth. The Manager shall, in all matters, give to the Fund and the
Trust's Board of Trustees the benefit of the Manager's best judgment,
effort, advice and recommendations and shall, at all times conform to, and
use its best efforts to enable the Fund to conform to:
(a) the provisions of the Act, the Advisers Act and any rules or
regulations thereunder;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the Agreement and Declaration of Trust and By-
Laws of the Trust as amended from time to time (collectively
referred to as the "Trust Documents");
(d) policies and determinations of the Board of Trustees of the
Trust;
(e) the fundamental and non-fundamental policies and investment
restrictions of the Fund as reflected in the Trust's registration
statement or as such policies may, from time to time, be amended
by the Board of Trustees, or where necessary, by the Fund's
shareholders; and/or
(f) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time.
The appropriate officers and employees of the Manager shall be available
upon reasonable notice for consultation with any of the Trustees and
officers of the Trust and the Trust with respect to any matter dealing with
the business and affairs of the Fund, such as the valuation of portfolio
securities of the Fund, including but not limited to securities that are
either not registered for public sale or securities not traded on any
securities market.
2. Duties of the Manager.
----------------------
(a) The Manager shall, subject to the direction and control by the Trust's
Board of Trustees (i) regularly provide investment advice and
recommendations to the Fund, with respect to the Fund's investments,
investment policies and the purchase and sale of securities; (ii)
supervise and monitor continuously the investment program of the Fund
and the composition of its portfolio and determine what securities
shall be purchased or sold by the Fund; (iii) arrange, subject to the
provisions of Section 5 hereof, for the purchase of securities and
other investments for the Fund and the sale of securities and other
investments held in the portfolio of the Fund; and (iv) provide
reports on the foregoing to the Board of Trustees at each Board
meeting.
(b) Provided that neither the Trust nor the Fund shall be required to pay
any compensation other than as provided by the terms of this
Management Agreement and subject to the provisions of Section 5
hereof, the Manager may obtain investment information, research or
assistance from any other person, firm or corporation to supplement,
update or otherwise improve its investment management services.
(c) Provided that nothing herein shall be deemed to protect the Manager
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard to its obligations
and duties under this Management Agreement, the Manager shall not be
liable for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this Management
Agreement relates.
(d) Nothing in this Management Agreement shall prevent the Manager or any
officer thereof from acting as investment adviser or sub-adviser for
any other person, firm or corporation and shall not in any way limit
or restrict the Manager or any of their respective directors,
officers, members, stockholders or employees from buying, selling, or
trading any securities for its own account or for the account of
others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the
performance by any party of its duties and obligations under this
Management Agreement.
(e) The Manager shall cooperate with the Trust by providing the Trust with
any information in the Manager's possession necessary for supervising
the activities of all administrative and clerical personnel as shall
be required to provide corporate administration for the Fund,
including the compilation and maintenance of such records with respect
to its operations as may reasonably be required. The Manager shall,
at its own expense, provide such officers for the Trust as its Board
may request.
2
3. Duties of the Trust.
--------------------
The Trust shall provide the Manager with the following information about
the Fund:
(a) cash flow estimates on request;
(b) notice of the Fund's "investable funds" by 9:00 a.m. each business
day;
(c) as they are modified, from time to time, current versions of the
documents and policies referred to in Subsections (c), (d), (e) and
(f) of Section 1 hereof, above.
4. Compensation of the Manager.
----------------------------
The Trust agrees to pay the Manager and the Sub-Adviser agrees to accept as
full compensation for the performance of all functions and duties on its
part to be performed pursuant to the provisions hereof, a fee at the annual
rate .45% of the average daily net asset value of the Fund, determined at
the close of the New York Stock Exchange on each day that the Exchange is
open for trading and paid on the last day of each month.
5. Portfolio Transactions and Brokerage.
-------------------------------------
(a) The Manager is authorized, in arranging the purchase and sale of the
Fund's publicly-traded portfolio securities, to employ or deal with
such members of securities exchanges, brokers or dealers (hereinafter
"broker- dealers"), including "affiliated" broker-dealers, as that
term is defined in the Act, as may, in its best judgment, implement
the policy of the Fund to obtain, at reasonable expense, the best
execution (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions.
(b) The Manager may effect the purchase and sale of securities (which are
otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker in
such to effect said transactions, and may enter into a contract in
which the broker acts either as principal or as agent.
(c) The Manager shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain
best execution of particular and related portfolio transactions. The
abilities of a broker-dealer to obtain best execution of particular
portfolio transaction(s) will be judged by the Manager on the basis of
all relevant factors and considerations including, insofar as
feasible, the execution capabilities required by the transaction or
transactions; the ability and willingness of the broker-dealer to
facilitate the Fund's portfolio transactions by participating therein
for its own account; the importance to the Fund of speed, efficiency
or confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased or
sold; as well as any other matters relevant to the selection of a
broker-dealer for particular and related transactions of the Fund.
6. Duration.
---------
Unless terminated earlier pursuant to Section 7 hereof, this Management
Agreement shall
3
remain in effect until June 30, 1995. Thereafter it shall continue in
effect from year to year, so long as such continuance shall be approved at
least annually by the Trust's Board of Trustees, including the vote of the
majority of the Trustees of the Trust who are not parties to this
Management Agreement or "interested persons" (as defined in the Act) of any
such party cast in person at a meeting called for the purpose of voting on
such approval, or by the holders of a "majority" (as defined in the Act) of
the outstanding voting securities of the Fund.
7. Termination.
------------
This Management Agreement shall terminate automatically upon its assignment
or in the event upon the termination of the Advisory Management Agreement;
it may also be terminated: (i) for cause or with the consent of the parties
and the Trust by the Trust or the Manager at any time without penalty upon
sixty days' written notice to the other party and the Trust; or (ii) by the
Trust at any time without penalty upon sixty days' written notice to the
Trust and the Manager provided that such termination by the Trust shall be
directed or approved by a vote of a majority of all of the Trustees of the
Trust then in office or by the vote of the holders of a "majority" of the
outstanding voting securities of the Fund (as defined in the Act).
8. Investment Sub-Advisory Contracts.
----------------------------------
(a) Subject to the provisions of the Agreement and Declaration of Trust
and the 1940 Act, the Manager, at its expense, may, in its discretion
(subject only to approval by the Trust's Board of Trustees and, if
necessary, the Trust's shareholders) select and contract with an investment
sub-adviser (the "Sub-Adviser") for the Fund. So long as any Sub-Adviser
serves as Sub-Adviser to the Fund, it must be a party to a Sub-Investment
Advisory Agreement in substantially the form attached hereto as Schedule A
----------
(the "Sub-Adviser Agreement") and will be obligated to:
(1) Furnish continuously an investment program as to those assets of
the Trust and the Fund as allocated by the Manager;
(2) In connection therewith, adhere to such guidelines as may be
established by the Manager from time to time to insure compliance with
applicable investment objectives, policies and restrictions of the
Trust and the Fund; and
(3) Place all orders for the purchase and sale of investments of the
Fund.
(b) The Manager will be responsible for payment of all compensation to any
Sub-Adviser and other persons and entities to which Manager delegates any
duties hereunder.
9. Disclaimer of Shareholder Liability.
------------------------------------
The Trust and the Manager understand that the obligations of the Trust
under this Management Agreement are not binding upon any Trustee or
shareholder of the Trust personally, but bind only the Trust and the
Trust's property. The Manager represents that it has notice of the
provisions of the Trust Documents disclaiming shareholder and Trustee
liability for acts or obligations of the Trust.
4
10. Notice.
-------
Any notice under this Management Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party, with a copy
to the Trust, at the addresses below or such other address as such other
party may designate for the receipt of such notice.
If to the Manager:
Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇
Vice President and Managing Director
If to the Trust:
MassMutual Institutional Funds
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Vice President and Secretary
IN WITNESS WHEREOF, the Trust and the Manager have caused this Management
Agreement to be executed on the day and year first above written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Vice President and Managing Director
MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
MASSMUTUAL PRIME FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
5
INVESTMENT MANAGEMENT AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
And
MASSMUTUAL INSTITUTIONAL FUNDS
(As To MassMutual Short-Term Bond Fund)
INVESTMENT MANAGEMENT AGREEMENT
-------------------------------
This INVESTMENT MANAGEMENT AGREEMENT (the "Management Agreement"), is
between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation
(the "Manager"), and MassMutual Institutional Funds, a Massachusetts business
trust (the "Trust"), effective this 30th day of September, 1994.
WHEREAS, the Trust 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
"Act");
WHEREAS, MassMutual Short-Term Bond Fund (the "Fund") is a series of
the Trust;
WHEREAS, the Manager is an investment adviser registered with the
Commission as such under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and
WHEREAS, the Trust desires to appoint the Manager as its investment
manager for the Fund and the Manager is willing to act in such capacity upon the
terms herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Trust and the Manager hereby agree as follows:
1. General Provision.
------------------
The Trust hereby employs the Manager and the Manager hereby undertakes to
act as the investment manager of the Fund, to provide investment advice and
to perform for the Fund such other duties and functions as are hereinafter
set forth. The Manager shall, in all matters, give to the Fund and the
Trust's Board of Trustees the benefit of the Manager's best judgment,
effort, advice and recommendations and shall, at all times conform to, and
use its best efforts to enable the Fund to conform to:
(a) the provisions of the Act, the Advisers Act and any rules or
regulations thereunder;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the Agreement and Declaration of Trust and By-
Laws of the Trust as amended from time to time (collectively
referred to as the "Trust Documents");
(d) policies and determinations of the Board of Trustees of the
Trust;
(e) the fundamental and non-fundamental policies and investment
restrictions of the Fund as reflected in the Trust's registration
statement or as such policies may, from time to time, be amended
by the Board of Trustees, or where necessary, by the Fund's
shareholders; and/or
(f) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time.
The appropriate officers and employees of the Manager shall be available
upon reasonable notice for consultation with any of the Trustees and
officers of the Trust and the Trust with respect to any matter dealing with
the business and affairs of the Fund, such as the
valuation of portfolio securities of the Fund, including but not limited to
securities that are either not registered for public sale or securities not
traded on any securities market.
2. Duties of the Manager.
----------------------
(a) The Manager shall, subject to the direction and control by the Trust's
Board of Trustees (i) regularly provide investment advice and
recommendations to the Fund, with respect to the Fund's investments,
investment policies and the purchase and sale of securities; (ii)
supervise and monitor continuously the investment program of the Fund
and the composition of its portfolio and determine what securities
shall be purchased or sold by the Fund; (iii) arrange, subject to the
provisions of Section 5 hereof, for the purchase of securities and
other investments for the Fund and the sale of securities and other
investments held in the portfolio of the Fund; and (iv) provide
reports on the foregoing to the Board of Trustees at each Board
meeting.
(b) Provided that neither the Trust nor the Fund shall be required to pay
any compensation other than as provided by the terms of this
Management Agreement and subject to the provisions of Section 5
hereof, the Manager may obtain investment information, research or
assistance from any other person, firm or corporation to supplement,
update or otherwise improve its investment management services.
(c) Provided that nothing herein shall be deemed to protect the Manager
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard to its obligations
and duties under this Management Agreement, the Manager shall not be
liable for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this Management
Agreement relates.
(d) Nothing in this Management Agreement shall prevent the Manager or any
officer thereof from acting as investment adviser or sub-adviser for
any other person, firm or corporation and shall not in any way limit
or restrict the Manager or any of their respective directors,
officers, members, stockholders or employees from buying, selling, or
trading any securities for its own account or for the account of
others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the
performance by any party of its duties and obligations under this
Management Agreement.
(e) The Manager shall cooperate with the Trust by providing the Trust with
any information in the Manager's possession necessary for supervising
the activities of all administrative and clerical personnel as shall
be required to provide corporate administration for the Fund,
including the compilation and maintenance of such records with respect
to its operations as may reasonably be required. The Manager shall,
at its own expense, provide such officers for the Trust as its Board
may request.
3. Duties of the Trust.
--------------------
The Trust shall provide the Manager with the following information about
the Fund:
(a) cash flow estimates on request;
2
(b) notice of the Fund's "investable funds" by 9:00 a.m. each business
day;
(c) as they are modified, from time to time, current versions of the
documents and policies referred to in Subsections (c), (d), (e) and
(f) of Section 1 hereof, above.
4. Compensation of the Manager.
----------------------------
The Trust agrees to pay the Manager and the Sub-Adviser agrees to accept as
full compensation for the performance of all functions and duties on its
part to be performed pursuant to the provisions hereof, a fee at the annual
rate .45% of the average daily net asset value of the Fund, determined at
the close of the New York Stock Exchange on each day that the Exchange is
open for trading and paid on the last day of each month.
5. Portfolio Transactions and Brokerage.
-------------------------------------
(a) The Manager is authorized, in arranging the purchase and sale of the
Fund's publicly-traded portfolio securities, to employ or deal with
such members of securities exchanges, brokers or dealers (hereinafter
"broker- dealers"), including "affiliated" broker-dealers, as that
term is defined in the Act, as may, in its best judgment, implement
the policy of the Fund to obtain, at reasonable expense, the best
execution (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions.
(b) The Manager may effect the purchase and sale of securities (which are
otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker in
such to effect said transactions, and may enter into a contract in
which the broker acts either as principal or as agent.
(c) The Manager shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain
best execution of particular and related portfolio transactions. The
abilities of a broker-dealer to obtain best execution of particular
portfolio transaction(s) will be judged by the Manager on the basis of
all relevant factors and considerations including, insofar as
feasible, the execution capabilities required by the transaction or
transactions; the ability and willingness of the broker-dealer to
facilitate the Fund's portfolio transactions by participating therein
for its own account; the importance to the Fund of speed, efficiency
or confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased or
sold; as well as any other matters relevant to the selection of a
broker-dealer for particular and related transactions of the Fund.
6. Duration.
---------
Unless terminated earlier pursuant to Section 7 hereof, this Management
Agreement shall remain in effect until June 30, 1995. Thereafter it shall
continue in effect from year to year, so long as such continuance shall be
approved at least annually by the Trust's Board of Trustees, including the
vote of the majority of the Trustees of the Trust who are not parties to
this Management Agreement or "interested persons" (as defined in the Act)
of any such party cast in person at a meeting called for the purpose of
voting on such
3
approval, or by the holders of a "majority" (as defined in the Act) of the
outstanding voting securities of the Fund.
7. Termination.
------------
This Management Agreement shall terminate automatically upon its assignment
or in the event upon the termination of the Advisory Management Agreement;
it may also be terminated: (i) for cause or with the consent of the parties
and the Trust by the Trust or the Manager at any time without penalty upon
sixty days' written notice to the other party and the Trust; or (ii) by the
Trust at any time without penalty upon sixty days' written notice to the
Trust and the Manager provided that such termination by the Trust shall be
directed or approved by a vote of a majority of all of the Trustees of the
Trust then in office or by the vote of the holders of a "majority" of the
outstanding voting securities of the Fund (as defined in the Act).
8. Investment Sub-Advisory Contracts.
----------------------------------
(a) Subject to the provisions of the Agreement and Declaration of Trust and
the 1940 Act, the Manager, at its expense, may, in its discretion (subject
only to approval by the Trust's Board of Trustees and, if necessary, the
Trust's shareholders) select and contract with an investment sub-adviser
(the "Sub-Adviser") for the Fund. So long as any Sub-Adviser serves as Sub-
Adviser to the Fund, it must be a party to a Sub-Investment Advisory
Agreement in substantially the form attached hereto as Schedule A (the
----------
"Sub-Adviser Agreement") and will be obligated to:
(1) Furnish continuously an investment program as to those assets of
the Trust and the Fund as allocated by the Manager;
(2) In connection therewith, adhere to such guidelines as may be
established by the Manager from time to time to insure compliance with
applicable investment objectives, policies and restrictions of the
Trust and the Fund; and
(3) Place all orders for the purchase and sale of investments of the
Fund.
(b) The Manager will be responsible for payment of all compensation to any
Sub-Adviser and other persons and entities to which Manager delegates any
duties hereunder.
9. Disclaimer of Shareholder Liability.
------------------------------------
The Trust and the Manager understand that the obligations of the Trust
under this Management Agreement are not binding upon any Trustee or
shareholder of the Trust personally, but bind only the Trust and the
Trust's property. The Manager represents that it has notice of the
provisions of the Trust Documents disclaiming shareholder and Trustee
liability for acts or obligations of the Trust.
10. Notice.
-------
Any notice under this Management Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party, with a copy
to the Trust, at the addresses
4
below or such other address as such other party may designate for the
receipt of such notice.
If to the Manager:
Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇
Vice President and Managing Director
If to the Trust:
MassMutual Institutional Funds
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Vice President and Secretary
IN WITNESS WHEREOF, the Trust and the Manager have caused this Management
Agreement to be executed on the day and year first above written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Vice President and Managing Director
MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
MASSMUTUAL SHORT-TERM BOND FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
5
INVESTMENT MANAGEMENT AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
And
MASSMUTUAL INSTITUTIONAL FUNDS
(As To MassMutual Core Bond Fund)
INVESTMENT MANAGEMENT AGREEMENT
-------------------------------
This INVESTMENT MANAGEMENT AGREEMENT (the "Management Agreement"), is
between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation
(the "Manager"), and MassMutual Institutional Funds, a Massachusetts business
trust (the "Trust"), effective this 30th day of September, 1994.
WHEREAS, the Trust 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
"Act");
WHEREAS, MassMutual Core Bond Fund (the "Fund") is a series of the
Trust;
WHEREAS, the Manager is an investment adviser registered with the
Commission as such under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and
WHEREAS, the Trust desires to appoint the Manager as its investment
manager for the Fund and the Manager is willing to act in such capacity upon the
terms herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Trust and the Manager hereby agree as follows:
1. General Provision.
------------------
The Trust hereby employs the Manager and the Manager hereby undertakes
to act as the investment manager of the Fund, to provide investment
advice and to perform for the Fund such other duties and functions as
are hereinafter set forth. The Manager shall, in all matters, give to
the Fund and the Trust's Board of Trustees the benefit of the Manager's
best judgment, effort, advice and recommendations and shall, at all
times conform to, and use its best efforts to enable the Fund to conform
to:
(a) the provisions of the Act, the Advisers Act and any rules or
regulations thereunder;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the Agreement and Declaration of Trust and
By-Laws of the Trust as amended from time to time
(collectively referred to as the "Trust Documents");
(d) policies and determinations of the Board of Trustees of the
Trust;
(e) the fundamental and non-fundamental policies and investment
restrictions of the Fund as reflected in the Trust's
registration statement or as such policies may, from time to
time, be amended by the Board of Trustees, or where
necessary, by the Fund's shareholders; and/or
(f) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time.
The appropriate officers and employees of the Manager shall be available
upon reasonable
notice for consultation with any of the Trustees and officers of the
Trust and the Trust with respect to any matter dealing with the business
and affairs of the Fund, such as the valuation of portfolio securities
of the Fund, including but not limited to securities that are either not
registered for public sale or securities not traded on any securities
market.
2. Duties of the Manager.
----------------------
(a) The Manager shall, subject to the direction and control by the
Trust's Board of Trustees (i) regularly provide investment advice
and recommendations to the Fund, with respect to the Fund's
investments, investment policies and the purchase and sale of
securities; (ii) supervise and monitor continuously the investment
program of the Fund and the composition of its portfolio and
determine what securities shall be purchased or sold by the Fund;
(iii) arrange, subject to the provisions of Section 5 hereof, for
the purchase of securities and other investments for the Fund and
the sale of securities and other investments held in the portfolio
of the Fund; and (iv) provide reports on the foregoing to the Board
of Trustees at each Board meeting.
(b) Provided that neither the Trust nor the Fund shall be required to
pay any compensation other than as provided by the terms of this
Management Agreement and subject to the provisions of Section 5
hereof, the Manager may obtain investment information, research or
assistance from any other person, firm or corporation to
supplement, update or otherwise improve its investment management
services.
(c) Provided that nothing herein shall be deemed to protect the Manager
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard to its obligations
and duties under this Management Agreement, the Manager shall not
be liable for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this Management
Agreement relates.
(d) Nothing in this Management Agreement shall prevent the Manager or
any officer thereof from acting as investment adviser or sub-
adviser for any other person, firm or corporation and shall not in
any way limit or restrict the Manager or any of their respective
directors, officers, members, stockholders or employees from
buying, selling, or trading any securities for its own account or
for the account of others for whom it or they may be acting,
provided that such activities will not adversely affect or
otherwise impair the performance by any party of its duties and
obligations under this Management Agreement.
(e) The Manager shall cooperate with the Trust by providing the Trust
with any information in the Manager's possession necessary for
supervising the activities of all administrative and clerical
personnel as shall be required to provide corporate administration
for the Fund, including the compilation and maintenance of such
records with respect to its operations as may reasonably be
required. The Manager shall, at its own expense, provide such
officers for the Trust as its Board may request.
3. Duties of the Trust.
--------------------
The Trust shall provide the Manager with the following information about
the Fund:
2
(a) cash flow estimates on request;
(b) notice of the Fund's "investable funds" by 9:00 a.m. each business
day;
(c) as they are modified, from time to time, current versions of the
documents and policies referred to in Subsections (c), (d), (e) and
(f) of Section 1 hereof, above.
4. Compensation of the Manager.
----------------------------
The Trust agrees to pay the Manager and the Sub-Adviser agrees to accept
as full compensation for the performance of all functions and duties on
its part to be performed pursuant to the provisions hereof, a fee at the
annual rate .45% of the average daily net asset value of the Fund,
determined at the close of the New York Stock Exchange on each day that
the Exchange is open for trading and paid on the last day of each month.
5. Portfolio Transactions and Brokerage.
-------------------------------------
(a) The Manager is authorized, in arranging the purchase and sale of
the Fund's publicly-traded portfolio securities, to employ or deal
with such members of securities exchanges, brokers or dealers
(hereinafter "broker- dealers"), including "affiliated" broker-
dealers, as that term is defined in the Act, as may, in its best
judgment, implement the policy of the Fund to obtain, at reasonable
expense, the best execution (prompt and reliable execution at the
most favorable security price obtainable) of the Fund's portfolio
transactions.
(b) The Manager may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such
terms and conditions as are customary in such transactions, may use
a broker in such to effect said transactions, and may enter into a
contract in which the broker acts either as principal or as agent.
(c) The Manager shall select broker-dealers to effect the Fund's
portfolio transactions on the basis of its estimate of their
ability to obtain best execution of particular and related
portfolio transactions. The abilities of a broker-dealer to obtain
best execution of particular portfolio transaction(s) will be
judged by the Manager on the basis of all relevant factors and
considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the
ability and willingness of the broker-dealer to facilitate the
Fund's portfolio transactions by participating therein for its own
account; the importance to the Fund of speed, efficiency or
confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased or
sold; as well as any other matters relevant to the selection of a
broker-dealer for particular and related transactions of the Fund.
6. Duration.
---------
Unless terminated earlier pursuant to Section 7 hereof, this Management
Agreement shall remain in effect until June 30, 1995. Thereafter it
shall continue in effect from year to
3
year, so long as such continuance shall be approved at least annually by
the Trust's Board of Trustees, including the vote of the majority of the
Trustees of the Trust who are not parties to this Management Agreement
or "interested persons" (as defined in the Act) of any such party cast
in person at a meeting called for the purpose of voting on such
approval, or by the holders of a "majority" (as defined in the Act) of
the outstanding voting securities of the Fund.
7. Termination.
------------
This Management Agreement shall terminate automatically upon its
assignment or in the event upon the termination of the Advisory
Management Agreement; it may also be terminated: (i) for cause or with
the consent of the parties and the Trust by the Trust or the Manager at
any time without penalty upon sixty days' written notice to the other
party and the Trust; or (ii) by the Trust at any time without penalty
upon sixty days' written notice to the Trust and the Manager provided
that such termination by the Trust shall be directed or approved by a
vote of a majority of all of the Trustees of the Trust then in office or
by the vote of the holders of a "majority" of the outstanding voting
securities of the Fund (as defined in the Act).
8. Investment Sub-Advisory Contracts.
----------------------------------
(a) Subject to the provisions of the Agreement and Declaration of Trust
and the 1940 Act, the Manager, at its expense, may, in its discretion
(subject only to approval by the Trust's Board of Trustees and, if
necessary, the Trust's shareholders) select and contract with an
investment sub-adviser (the "Sub-Adviser") for the Fund. So long as any
Sub-Adviser serves as Sub-Adviser to the Fund, it must be a party to a
Sub-Investment Advisory Agreement in substantially the form attached
hereto as Schedule A (the "Sub-Adviser Agreement") and will be
----------
obligated to:
(1) Furnish continuously an investment program as to those assets
of the Trust and the Fund as allocated by the Manager;
(2) In connection therewith, adhere to such guidelines as may be
established by the Manager from time to time to insure compliance
with applicable investment objectives, policies and restrictions
of the Trust and the Fund; and
(3) Place all orders for the purchase and sale of investments of
the Fund.
(b) The Manager will be responsible for payment of all compensation to
any Sub-Adviser and other persons and entities to which Manager
delegates any duties hereunder.
9. Disclaimer of Shareholder Liability.
------------------------------------
The Trust and the Manager understand that the obligations of the Trust
under this Management Agreement are not binding upon any Trustee or
shareholder of the Trust personally, but bind only the Trust and the
Trust's property. The Manager represents that it has notice of the
provisions of the Trust Documents disclaiming shareholder and Trustee
liability for acts or obligations of the Trust.
4
10. Notice.
-------
Any notice under this Management Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party,
with a copy to the Trust, at the addresses below or such other address
as such other party may designate for the receipt of such notice.
If to the Manager:
Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇
Vice President and Managing Director
If to the Trust:
MassMutual Institutional Funds
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Vice President and Secretary
IN WITNESS WHEREOF, the Trust and the Manager have caused this
Management Agreement to be executed on the day and year first above written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Vice President and Managing Director
MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
MASSMUTUAL CORE BOND FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
5
INVESTMENT MANAGEMENT AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
And
MASSMUTUAL INSTITUTIONAL FUNDS
(As To MassMutual Balanced Fund)
INVESTMENT MANAGEMENT AGREEMENT
-------------------------------
This INVESTMENT MANAGEMENT AGREEMENT (the "Management Agreement"), is
between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation
(the "Manager"), and MassMutual Institutional Funds, a Massachusetts business
trust (the "Trust"), effective this 30th day of September, 1994.
WHEREAS, the Trust 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
"Act");
WHEREAS, MassMutual Balanced Fund (the "Fund") is a series of the Trust;
WHEREAS, the Manager is an investment adviser registered with the
Commission as such under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and
WHEREAS, the Trust desires to appoint the Manager as its investment
manager for the Fund and the Manager is willing to act in such capacity upon the
terms herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Trust and the Manager hereby agree as follows:
1. General Provision.
------------------
The Trust hereby employs the Manager and the Manager hereby undertakes
to act as the investment manager of the Fund, to provide investment
advice and to perform for the Fund such other duties and functions as
are hereinafter set forth. The Manager shall, in all matters, give to
the Fund and the Trust's Board of Trustees the benefit of the Manager's
best judgment, effort, advice and recommendations and shall, at all
times conform to, and use its best efforts to enable the Fund to conform
to:
(a) the provisions of the Act, the Advisers Act and any rules or
regulations thereunder;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the Agreement and Declaration of Trust and
By-Laws of the Trust as amended from time to time
(collectively referred to as the "Trust Documents");
(d) policies and determinations of the Board of Trustees of the
Trust;
(e) the fundamental and non-fundamental policies and investment
restrictions of the Fund as reflected in the Trust's
registration statement or as such policies may, from time to
time, be amended by the Board of Trustees, or where
necessary, by the Fund's shareholders; and/or
(f) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time.
The appropriate officers and employees of the Manager shall be available
upon reasonable
notice for consultation with any of the Trustees and officers of the
Trust and the Trust with respect to any matter dealing with the business
and affairs of the Fund, such as the valuation of portfolio securities
of the Fund, including but not limited to securities that are either not
registered for public sale or securities not traded on any securities
market.
2. Duties of the Manager.
----------------------
(a) The Manager shall, subject to the direction and control by the
Trust's Board of Trustees (i) regularly provide investment advice
and recommendations to the Fund, with respect to the Fund's
investments, investment policies and the purchase and sale of
securities; (ii) supervise and monitor continuously the investment
program of the Fund and the composition of its portfolio and
determine what securities shall be purchased or sold by the Fund;
(iii) arrange, subject to the provisions of Section 5 hereof, for
the purchase of securities and other investments for the Fund and
the sale of securities and other investments held in the portfolio
of the Fund; and (iv) provide reports on the foregoing to the
Board of Trustees at each Board meeting.
(b) Provided that neither the Trust nor the Fund shall be required to
pay any compensation other than as provided by the terms of this
Management Agreement and subject to the provisions of Section 5
hereof, the Manager may obtain investment information, research or
assistance from any other person, firm or corporation to
supplement, update or otherwise improve its investment management
services.
(c) Provided that nothing herein shall be deemed to protect the
Manager from willful misfeasance, bad faith or gross negligence in
the performance of its duties, or reckless disregard to its
obligations and duties under this Management Agreement, the
Manager shall not be liable for any loss sustained by reason of
good faith errors or omissions in connection with any matters to
which this Management Agreement relates.
(d) Nothing in this Management Agreement shall prevent the Manager or
any officer thereof from acting as investment adviser or sub-
adviser for any other person, firm or corporation and shall not in
any way limit or restrict the Manager or any of their respective
directors, officers, members, stockholders or employees from
buying, selling, or trading any securities for its own account or
for the account of others for whom it or they may be acting,
provided that such activities will not adversely affect or
otherwise impair the performance by any party of its duties and
obligations under this Management Agreement.
(e) The Manager shall cooperate with the Trust by providing the Trust
with any information in the Manager's possession necessary for
supervising the activities of all administrative and clerical
personnel as shall be required to provide corporate administration
for the Fund, including the compilation and maintenance of such
records with respect to its operations as may reasonably be
required. The Manager shall, at its own expense, provide such
officers for the Trust as its Board may request.
3. Duties of the Trust.
--------------------
The Trust shall provide the Manager with the following information about
the Fund:
2
(a) cash flow estimates on request;
(b) notice of the Fund's "investable funds" by 9:00 a.m. each business
day;
(c) as they are modified, from time to time, current versions of the
documents and policies referred to in Subsections (c), (d), (e)
and (f) of Section 1 hereof, above.
4. Compensation of the Manager.
----------------------------
The Trust agrees to pay the Manager and the Sub-Adviser agrees to accept
as full compensation for the performance of all functions and duties on
its part to be performed pursuant to the provisions hereof, a fee at the
annual rate .45% of the average daily net asset value of the Fund,
determined at the close of the New York Stock Exchange on each day that
the Exchange is open for trading and paid on the last day of each month.
5. Portfolio Transactions and Brokerage.
-------------------------------------
(a) The Manager is authorized, in arranging the purchase and sale of
the Fund's publicly-traded portfolio securities, to employ or deal
with such members of securities exchanges, brokers or dealers
(hereinafter "broker- dealers"), including "affiliated" broker-
dealers, as that term is defined in the Act, as may, in its best
judgment, implement the policy of the Fund to obtain, at
reasonable expense, the best execution (prompt and reliable
execution at the most favorable security price obtainable) of the
Fund's portfolio transactions.
(b) The Manager may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such
terms and conditions as are customary in such transactions, may
use a broker in such to effect said transactions, and may enter
into a contract in which the broker acts either as principal or as
agent.
(c) The Manager shall select broker-dealers to effect the Fund's
portfolio transactions on the basis of its estimate of their
ability to obtain best execution of particular and related
portfolio transactions. The abilities of a broker-dealer to obtain
best execution of particular portfolio transaction(s) will be
judged by the Manager on the basis of all relevant factors and
considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the
ability and willingness of the broker-dealer to facilitate the
Fund's portfolio transactions by participating therein for its own
account; the importance to the Fund of speed, efficiency or
confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased
or sold; as well as any other matters relevant to the selection of
a broker-dealer for particular and related transactions of the
Fund.
6. Duration.
---------
Unless terminated earlier pursuant to Section 7 hereof, this Management
Agreement shall remain in effect until June 30, 1995. Thereafter it
shall continue in effect from year to
3
year, so long as such continuance shall be approved at least annually by
the Trust's Board of Trustees, including the vote of the majority of the
Trustees of the Trust who are not parties to this Management Agreement
or "interested persons" (as defined in the Act) of any such party cast
in person at a meeting called for the purpose of voting on such
approval, or by the holders of a "majority" (as defined in the Act) of
the outstanding voting securities of the Fund.
7. Termination.
------------
This Management Agreement shall terminate automatically upon its
assignment or in the event upon the termination of the Advisory
Management Agreement; it may also be terminated: (i) for cause or with
the consent of the parties and the Trust by the Trust or the Manager at
any time without penalty upon sixty days' written notice to the other
party and the Trust; or (ii) by the Trust at any time without penalty
upon sixty days' written notice to the Trust and the Manager provided
that such termination by the Trust shall be directed or approved by a
vote of a majority of all of the Trustees of the Trust then in office or
by the vote of the holders of a "majority" of the outstanding voting
securities of the Fund (as defined in the Act).
8. Investment Sub-Advisory Contracts.
----------------------------------
(a) Subject to the provisions of the Agreement and Declaration of
Trust and the 1940 Act, the Manager, at its expense, may, in its
discretion (subject only to approval by the Trust's Board of
Trustees and, if necessary, the Trust's shareholders) select and
contract with an investment sub-adviser (the "Sub-Adviser") for
the Fund. So long as any Sub-Adviser serves as Sub-Adviser to the
Fund, it must be a party to a Sub-Investment Advisory Agreement in
substantially the form attached hereto as Schedule A (the
----------
"Sub-Adviser Agreement") and will be obligated to:
(1) Furnish continuously an investment program as to those
assets of the Trust and the Fund as allocated by the
Manager;
(2) In connection therewith, adhere to such guidelines as
may be established by the Manager from time to time to
insure compliance with applicable investment objectives,
policies and restrictions of the Trust and the Fund; and
(3) Place all orders for the purchase and sale of
investments of the Fund.
(b) The Manager will be responsible for payment of all compensation to
any Sub-Adviser and other persons and entities to which Manager
delegates any duties hereunder.
9. Disclaimer of Shareholder Liability.
------------------------------------
The Trust and the Manager understand that the obligations of the Trust
under this Management Agreement are not binding upon any Trustee or
shareholder of the Trust personally, but bind only the Trust and the
Trust's property. The Manager represents that it has notice of the
provisions of the Trust Documents disclaiming shareholder and Trustee
liability for acts or obligations of the Trust.
4
10. Notice.
-------
Any notice under this Management Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party,
with a copy to the Trust, at the addresses below or such other address
as such other party may designate for the receipt of such notice.
If to the Manager:
Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇
Vice President and Managing Director
If to the Trust:
MassMutual Institutional Funds
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Vice President and Secretary
IN WITNESS WHEREOF, the Trust and the Manager have caused this
Management Agreement to be executed on the day and year first above written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Vice President and Managing Director
MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
MASSMUTUAL BALANCED FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
5
INVESTMENT MANAGEMENT AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
And
MASSMUTUAL INSTITUTIONAL FUNDS
(As To MassMutual Value Equity Fund)
INVESTMENT MANAGEMENT AGREEMENT
-------------------------------
This INVESTMENT MANAGEMENT AGREEMENT (the "Management Agreement"), is
between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation
(the "Manager"), and MassMutual Institutional Funds, a Massachusetts business
trust (the "Trust"), effective this 30th day of September, 1994.
WHEREAS, the Trust 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
"Act");
WHEREAS, MassMutual Value Equity Fund (the "Fund") is a series of the
Trust;
WHEREAS, the Manager is an investment adviser registered with the
Commission as such under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and
WHEREAS, the Trust desires to appoint the Manager as its investment manager
for the Fund and the Manager is willing to act in such capacity upon the terms
herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the Trust and the Manager hereby agree as follows:
1. General Provision.
------------------
The Trust hereby employs the Manager and the Manager hereby undertakes to
act as the investment manager of the Fund, to provide investment advice and
to perform for the Fund such other duties and functions as are hereinafter
set forth. The Manager shall, in all matters, give to the Fund and the
Trust's Board of Trustees the benefit of the Manager's best judgment,
effort, advice and recommendations and shall, at all times conform to, and
use its best efforts to enable the Fund to conform to:
(a) the provisions of the Act, the Advisers Act and any rules or
regulations thereunder;
(b) any other applicable provisions of state or federal law
(c) the provisions of the Agreement and Declaration of Trust and By-
Laws of the Trust as amended from time to time (collectively
referred to as the "Trust Documents");
(d) policies and determinations of the Board of Trustees of the
Trust;
(e) the fundamental and non-fundamental policies and investment
restrictions of the Fund as reflected in the Trust's registration
statement or as such policies may, from time to time, be amended
by the Board of Trustees, or where necessary, by the Fund's
shareholders; and/or
(f) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time.
The appropriate officers and employees of the Manager shall be available
upon reasonable
notice for consultation with any of the Trustees and officers of the Trust
and the Trust with respect to any matter dealing with the business and
affairs of the Fund, such as the valuation of portfolio securities of the
Fund, including but not limited to securities that are either not
registered for public sale or securities not traded on any securities
market.
2. Duties of the Manager.
----------------------
(a) The Manager shall, subject to the direction and control by the Trust's
Board of Trustees (i) regularly provide investment advice and
recommendations to the Fund, with respect to the Fund's investments,
investment policies and the purchase and sale of securities; (ii)
supervise and monitor continuously the investment program of the Fund
and the composition of its portfolio and determine what securities
shall be purchased or sold by the Fund; (iii) arrange, subject to the
provisions of Section 5 hereof, for the purchase of securities and
other investments for the Fund and the sale of securities and other
investments held in the portfolio of the Fund; and (iv) provide
reports on the foregoing to the Board of Trustees at each Board
meeting.
(b) Provided that neither the Trust nor the Fund shall be required to pay
any compensation other than as provided by the terms of this
Management Agreement and subject to the provisions of Section 5
hereof, the Manager may obtain investment information, research or
assistance from any other person, firm or corporation to supplement,
update or otherwise improve its investment management services.
(c) Provided that nothing herein shall be deemed to protect the Manager
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard to its obligations
and duties under this Management Agreement, the Manager shall not be
liable for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this Management
Agreement relates.
(d) Nothing in this Management Agreement shall prevent the Manager or any
officer thereof from acting as investment adviser or sub-adviser for
any other person, firm or corporation and shall not in any way limit
or restrict the Manager or any of their respective directors,
officers, members, stockholders or employees from buying, selling, or
trading any securities for its own account or for the account of
others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the
performance by any party of its duties and obligations under this
Management Agreement.
(e) The Manager shall cooperate with the Trust by providing the Trust with
any information in the Manager's possession necessary for supervising
the activities of all administrative and clerical personnel as shall
be required to provide corporate administration for the Fund,
including the compilation and maintenance of such records with respect
to its operations as may reasonably be required. The Manager shall,
at its own expense, provide such officers for the Trust as its Board
may request.
3. Duties of the Trust.
--------------------
The Trust shall provide the Manager with the following information about
the Fund:
2
(a) cash flow estimates on request;
(b) notice of the Fund's "investable funds" by 9:00 a.m. each business
day;
(c) as they are modified, from time to time, current versions of the
documents and policies referred to in Subsections (c), (d), (e) and
(f) of Section 1 hereof, above.
4. Compensation of the Manager.
----------------------------
The Trust agrees to pay the Manager and the Sub-Adviser agrees to accept as
full compensation for the performance of all functions and duties on its
part to be performed pursuant to the provisions hereof, a fee at the annual
rate .45% of the average daily net asset value of the Fund, determined at
the close of the New York Stock Exchange on each day that the Exchange is
open for trading and paid on the last day of each month.
5. Portfolio Transactions and Brokerage.
-------------------------------------
(a) The Manager is authorized, in arranging the purchase and sale of the
Fund's publicly-traded portfolio securities, to employ or deal with
such members of securities exchanges, brokers or dealers (hereinafter
"broker- dealers"), including "affiliated" broker-dealers, as that
term is defined in the Act, as may, in its best judgment, implement
the policy of the Fund to obtain, at reasonable expense, the best
execution (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions.
(b) The Manager may effect the purchase and sale of securities (which are
otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker in
such to effect said transactions, and may enter into a contract in
which the broker acts either as principal or as agent.
(c) The Manager shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain
best execution of particular and related portfolio transactions. The
abilities of a broker-dealer to obtain best execution of particular
portfolio transaction(s) will be judged by the Manager on the basis of
all relevant factors and considerations including, insofar as
feasible, the execution capabilities required by the transaction or
transactions; the ability and willingness of the broker-dealer to
facilitate the Fund's portfolio transactions by participating therein
for its own account; the importance to the Fund of speed, efficiency
or confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased or
sold; as well as any other matters relevant to the selection of a
broker-dealer for particular and related transactions of the Fund.
6. Duration.
---------
Unless terminated earlier pursuant to Section 7 hereof, this Management
Agreement shall remain in effect until June 30, 1995. Thereafter it shall
continue in effect from year to
3
year, so long as such continuance shall be approved at least annually by
the Trust's Board of Trustees, including the vote of the majority of the
Trustees of the Trust who are not parties to this Management Agreement or
"interested persons" (as defined in the Act) of any such party cast in
person at a meeting called for the purpose of voting on such approval, or
by the holders of a "majority" (as defined in the Act) of the outstanding
voting securities of the Fund.
7. Termination.
------------
This Management Agreement shall terminate automatically upon its assignment
or in the event upon the termination of the Advisory Management Agreement;
it may also be terminated: (i) for cause or with the consent of the parties
and the Trust by the Trust or the Manager at any time without penalty upon
sixty days' written notice to the other party and the Trust; or (ii) by the
Trust at any time without penalty upon sixty days' written notice to the
Trust and the Manager provided that such termination by the Trust shall be
directed or approved by a vote of a majority of all of the Trustees of the
Trust then in office or by the vote of the holders of a "majority" of the
outstanding voting securities of the Fund (as defined in the Act).
8. Investment Sub-Advisory Contracts.
----------------------------------
(a) Subject to the provisions of the Agreement and Declaration of Trust
and the 1940 Act, the Manager, at its expense, may, in its discretion
(subject only to approval by the Trust's Board of Trustees and, if
necessary, the Trust's shareholders) select and contract with an investment
sub-adviser (the "Sub-Adviser") for the Fund. So long as any Sub-Adviser
serves as Sub-Adviser to the Fund, it must be a party to a Sub-Investment
Advisory Agreement in substantially the form attached hereto as Schedule A
----------
(the "Sub-Adviser Agreement") and will be obligated to:
(1) Furnish continuously an investment program as to those assets of
the Trust and the Fund as allocated by the Manager;
(2) In connection therewith, adhere to such guidelines as may be
established by the Manager from time to time to insure compliance with
applicable investment objectives, policies and restrictions of the
Trust and the Fund; and
(3) Place all orders for the purchase and sale of investments of the
Fund.
(b) The Manager will be responsible for payment of all compensation to any
Sub-Adviser and other persons and entities to which Manager delegates any
duties hereunder.
9. Disclaimer of Shareholder Liability.
------------------------------------
The Trust and the Manager understand that the obligations of the Trust
under this Management Agreement are not binding upon any Trustee or
shareholder of the Trust personally, but bind only the Trust and the
Trust's property. The Manager represents that it has notice of the
provisions of the Trust Documents disclaiming shareholder and Trustee
liability for acts or obligations of the Trust.
4
10. Notice.
-------
Any notice under this Management Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party, with a copy
to the Trust, at the addresses below or such other address as such other
party may designate for the receipt of such notice.
If to the Manager:
Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇
Vice President and Managing Director
If to the Trust:
MassMutual Institutional Funds
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Vice President and Secretary
IN WITNESS WHEREOF, the Trust and the Manager have caused this Management
Agreement to be executed on the day and year first above written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Vice President and Managing Director
MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
MASSMUTUAL VALUE EQUITY FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
5
INVESTMENT MANAGEMENT AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
And
MASSMUTUAL INSTITUTIONAL FUNDS
(As To MassMutual Small Cap Value Equity Fund)
INVESTMENT MANAGEMENT AGREEMENT
-------------------------------
This INVESTMENT MANAGEMENT AGREEMENT (the "Management Agreement"), is
between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation
(the "Manager"), and MassMutual Institutional Funds, a Massachusetts business
trust (the "Trust"), effective this 30th day of September, 1994.
WHEREAS, the Trust 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
"Act");
WHEREAS, MassMutual Small Cap Value Equity Fund (the "Fund") is a series
of the Trust;
WHEREAS, the Manager is an investment adviser registered with the
Commission as such under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and
WHEREAS, the Trust desires to appoint the Manager as its investment manager
for the Fund and the Manager is willing to act in such capacity upon the terms
herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the Trust and the Manager hereby agree as follows:
1. General Provision.
------------------
The Trust hereby employs the Manager and the Manager hereby undertakes to
act as the investment manager of the Fund, to provide investment advice and
to perform for the Fund such other duties and functions as are hereinafter
set forth. The Manager shall, in all matters, give to the Fund and the
Trust's Board of Trustees the benefit of the Manager's best judgment,
effort, advice and recommendations and shall, at all times conform to, and
use its best efforts to enable the Fund to conform to:
(a) the provisions of the Act, the Advisers Act and any rules or
regulations thereunder;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the Agreement and Declaration of Trust and By-
Laws of the Trust as amended from time to time (collectively
referred to as the "Trust Documents");
(d) policies and determinations of the Board of Trustees of the
Trust;
(e) the fundamental and non-fundamental policies and investment
restrictions of the Fund as reflected in the Trust's registration
statement or as such policies may, from time to time, be amended
by the Board of Trustees, or where necessary, by the Fund's
shareholders; and/or
(f) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time.
The appropriate officers and employees of the Manager shall be available
upon reasonable
notice for consultation with any of the Trustees and officers of the Trust
and the Trust with respect to any matter dealing with the business and
affairs of the Fund, such as the valuation of portfolio securities of the
Fund, including but not limited to securities that are either not
registered for public sale or securities not traded on any securities
market.
2. Duties of the Manager.
----------------------
(a) The Manager shall, subject to the direction and control by the Trust's
Board of Trustees (i) regularly provide investment advice and
recommendations to the Fund, with respect to the Fund's investments,
investment policies and the purchase and sale of securities; (ii)
supervise and monitor continuously the investment program of the Fund
and the composition of its portfolio and determine what securities
shall be purchased or sold by the Fund; (iii) arrange, subject to the
provisions of Section 5 hereof, for the purchase of securities and
other investments for the Fund and the sale of securities and other
investments held in the portfolio of the Fund; and (iv) provide
reports on the foregoing to the Board of Trustees at each Board
meeting.
(b) Provided that neither the Trust nor the Fund shall be required to pay
any compensation other than as provided by the terms of this
Management Agreement and subject to the provisions of Section 5
hereof, the Manager may obtain investment information, research or
assistance from any other person, firm or corporation to supplement,
update or otherwise improve its investment management services.
(c) Provided that nothing herein shall be deemed to protect the Manager
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard to its obligations
and duties under this Management Agreement, the Manager shall not be
liable for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this Management
Agreement relates.
(d) Nothing in this Management Agreement shall prevent the Manager or any
officer thereof from acting as investment adviser or sub-adviser for
any other person, firm or corporation and shall not in any way limit
or restrict the Manager or any of their respective directors,
officers, members, stockholders or employees from buying, selling, or
trading any securities for its own account or for the account of
others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the
performance by any party of its duties and obligations under this
Management Agreement.
(e) The Manager shall cooperate with the Trust by providing the Trust with
any information in the Manager's possession necessary for supervising
the activities of all administrative and clerical personnel as shall
be required to provide corporate administration for the Fund,
including the compilation and maintenance of such records with respect
to its operations as may reasonably be required. The Manager shall,
at its own expense, provide such officers for the Trust as its Board
may request.
3. Duties of the Trust.
--------------------
The Trust shall provide the Manager with the following information about
the Fund:
2
(a) cash flow estimates on request;
(b) notice of the Fund's "investable funds" by 9:00 a.m. each business
day;
(c) as they are modified, from time to time, current versions of the
documents and policies referred to in Subsections (c), (d), (e) and
(f) of Section 1 hereof, above.
4. Compensation of the Manager.
----------------------------
The Trust agrees to pay the Manager and the Sub-Adviser agrees to accept as
full compensation for the performance of all functions and duties on its
part to be performed pursuant to the provisions hereof, a fee at the annual
rate .55% of the average daily net asset value of the Fund, determined at
the close of the New York Stock Exchange on each day that the Exchange is
open for trading and paid on the last day of each month.
5. Portfolio Transactions and Brokerage.
-------------------------------------
(a) The Manager is authorized, in arranging the purchase and sale of the
Fund's publicly-traded portfolio securities, to employ or deal with
such members of securities exchanges, brokers or dealers (hereinafter
"broker- dealers"), including "affiliated" broker-dealers, as that
term is defined in the Act, as may, in its best judgment, implement
the policy of the Fund to obtain, at reasonable expense, the best
execution (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions.
(b) The Manager may effect the purchase and sale of securities (which are
otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker in
such to effect said transactions, and may enter into a contract in
which the broker acts either as principal or as agent.
(c) The Manager shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain
best execution of particular and related portfolio transactions. The
abilities of a broker-dealer to obtain best execution of particular
portfolio transaction(s) will be judged by the Manager on the basis of
all relevant factors and considerations including, insofar as
feasible, the execution capabilities required by the transaction or
transactions; the ability and willingness of the broker-dealer to
facilitate the Fund's portfolio transactions by participating therein
for its own account; the importance to the Fund of speed, efficiency
or confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased or
sold; as well as any other matters relevant to the selection of a
broker-dealer for particular and related transactions of the Fund.
6. Duration.
---------
Unless terminated earlier pursuant to Section 7 hereof, this Management
Agreement shall remain in effect until June 30, 1995. Thereafter it shall
continue in effect from year to
3
year, so long as such continuance shall be approved at least annually by
the Trust's Board of Trustees, including the vote of the majority of the
Trustees of the Trust who are not parties to this Management Agreement or
"interested persons" (as defined in the Act) of any such party cast in
person at a meeting called for the purpose of voting on such approval, or
by the holders of a "majority" (as defined in the Act) of the outstanding
voting securities of the Fund.
7. Termination.
------------
This Management Agreement shall terminate automatically upon its assignment
or in the event upon the termination of the Advisory Management Agreement;
it may also be terminated: (i) for cause or with the consent of the parties
and the Trust by the Trust or the Manager at any time without penalty upon
sixty days' written notice to the other party and the Trust; or (ii) by the
Trust at any time without penalty upon sixty days' written notice to the
Trust and the Manager provided that such termination by the Trust shall be
directed or approved by a vote of a majority of all of the Trustees of the
Trust then in office or by the vote of the holders of a "majority" of the
outstanding voting securities of the Fund (as defined in the Act).
8. Investment Sub-Advisory Contracts.
----------------------------------
(a) Subject to the provisions of the Agreement and Declaration of Trust
and the 1940 Act, the Manager, at its expense, may, in its discretion
(subject only to approval by the Trust's Board of Trustees and, if
necessary, the Trust's shareholders) select and contract with an investment
sub-adviser (the "Sub-Adviser") for the Fund. So long as any Sub-Adviser
serves as Sub-Adviser to the Fund, it must be a party to a Sub-Investment
Advisory Agreement in substantially the form attached hereto as Schedule A
----------
(the "Sub-Adviser Agreement") and will be obligated to:
(1) Furnish continuously an investment program as to those assets of
the Trust and the Fund as allocated by the Manager;
(2) In connection therewith, adhere to such guidelines as may be
established by the Manager from time to time to insure compliance with
applicable investment objectives, policies and restrictions of the
Trust and the Fund; and
(3) Place all orders for the purchase and sale of investments of the
Fund.
(b) The Manager will be responsible for payment of all compensation to any
Sub-Adviser and other persons and entities to which Manager delegates any
duties hereunder.
9. Disclaimer of Shareholder Liability.
------------------------------------
The Trust and the Manager understand that the obligations of the Trust
under this Management Agreement are not binding upon any Trustee or
shareholder of the Trust personally, but bind only the Trust and the
Trust's property. The Manager represents that it has notice of the
provisions of the Trust Documents disclaiming shareholder and Trustee
liability for acts or obligations of the Trust.
4
10. Notice.
-------
Any notice under this Management Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party, with a copy
to the Trust, at the addresses below or such other address as such other
party may designate for the receipt of such notice.
If to the Manager:
Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇
Vice President and Managing Director
If to the Trust:
MassMutual Institutional Funds
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Vice President and Secretary
IN WITNESS WHEREOF, the Trust and the Manager have caused this Management
Agreement to be executed on the day and year first above written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Vice President and Managing Director
MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
MASSMUTUAL SMALL CAP VALUE EQUITY FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
5
INVESTMENT MANAGEMENT AGREEMENT
Between
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
And
MASSMUTUAL INSTITUTIONAL FUNDS
(As To MassMutual International Equity Fund)
INVESTMENT MANAGEMENT AGREEMENT
-------------------------------
This INVESTMENT MANAGEMENT AGREEMENT (the "Management Agreement"), is
between Massachusetts Mutual Life Insurance Company, a Massachusetts corporation
(the "Manager"), and MassMutual Institutional Funds, a Massachusetts business
trust (the "Trust"), effective this 30th day of September, 1994.
WHEREAS, the Trust 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
"Act");
WHEREAS, MassMutual International Equity Fund (the "Fund") is a series
of the Trust;
WHEREAS, the Manager is an investment adviser registered with the
Commission as such under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and
WHEREAS, the Trust desires to appoint the Manager as its investment
manager for the Fund and the Manager is willing to act in such capacity upon the
terms herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Trust and the Manager hereby agree as follows:
1. General Provision.
------------------
The Trust hereby employs the Manager and the Manager hereby undertakes to
act as the investment manager of the Fund, to provide investment advice and
to perform for the Fund such other duties and functions as are hereinafter
set forth. The Manager shall, in all matters, give to the Fund and the
Trust's Board of Trustees the benefit of the Manager's best judgment,
effort, advice and recommendations and shall, at all times conform to, and
use its best efforts to enable the Fund to conform to:
(a) the provisions of the Act, the Advisers Act and any rules or
regulations thereunder;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the Agreement and Declaration of Trust and By-
Laws of the Trust as amended from time to time (collectively
referred to as the "Trust Documents");
(d) policies and determinations of the Board of Trustees of the
Trust;
(e) the fundamental and non-fundamental policies and investment
restrictions of the Fund as reflected in the Trust's registration
statement or as such policies may, from time to time, be amended
by the Board of Trustees, or where necessary, by the Fund's
shareholders; and/or
(f) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time.
The appropriate officers and employees of the Manager shall be available
upon reasonable notice for consultation with any of the Trustees and
officers of the Trust and the Trust with
respect to any matter dealing with the business and affairs of the Fund,
such as the valuation of portfolio securities of the Fund, including but
not limited to securities that are either not registered for public sale or
securities not traded on any securities market.
2. Duties of the Manager.
----------------------
(a) The Manager shall, subject to the direction and control by the Trust's
Board of Trustees (i) regularly provide investment advice and
recommendations to the Fund, with respect to the Fund's investments,
investment policies and the purchase and sale of securities; (ii)
supervise and monitor continuously the investment program of the Fund
and the composition of its portfolio and determine what securities
shall be purchased or sold by the Fund; (iii) arrange, subject to the
provisions of Section 5 hereof, for the purchase of securities and
other investments for the Fund and the sale of securities and other
investments held in the portfolio of the Fund; and (iv) provide
reports on the foregoing to the Board of Trustees at each Board
meeting.
(b) Provided that neither the Trust nor the Fund shall be required to pay
any compensation other than as provided by the terms of this
Management Agreement and subject to the provisions of Section 5
hereof, the Manager may obtain investment information, research or
assistance from any other person, firm or corporation to supplement,
update or otherwise improve its investment management services.
(c) Provided that nothing herein shall be deemed to protect the Manager
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard to its obligations
and duties under this Management Agreement, the Manager shall not be
liable for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this Management
Agreement relates.
(d) Nothing in this Management Agreement shall prevent the Manager or any
officer thereof from acting as investment adviser or sub-adviser for
any other person, firm or corporation and shall not in any way limit
or restrict the Manager or any of their respective directors,
officers, members, stockholders or employees from buying, selling, or
trading any securities for its own account or for the account of
others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the
performance by any party of its duties and obligations under this
Management Agreement.
(e) The Manager shall cooperate with the Trust by providing the Trust with
any information in the Manager's possession necessary for supervising
the activities of all administrative and clerical personnel as shall
be required to provide corporate administration for the Fund,
including the compilation and maintenance of such records with respect
to its operations as may reasonably be required. The Manager shall,
at its own expense, provide such officers for the Trust as its Board
may request.
3. Duties of the Trust.
--------------------
The Trust shall provide the Manager with the following information about
the Fund:
2
(a) cash flow estimates on request;
(b) notice of the Fund's "investable funds" by 9:00 a.m. each business
day;
(c) as they are modified, from time to time, current versions of the
documents and policies referred to in Subsections (c), (d), (e) and
(f) of Section 1 hereof, above.
4. Compensation of the Manager.
----------------------------
The Trust agrees to pay the Manager and the Sub-Adviser agrees to accept as
full compensation for the performance of all functions and duties on its
part to be performed pursuant to the provisions hereof, a fee at the annual
rate .85% of the average daily net asset value of the Fund, determined at
the close of the New York Stock Exchange on each day that the Exchange is
open for trading and paid on the last day of each month.
5. Portfolio Transactions and Brokerage.
-------------------------------------
(a) The Manager is authorized, in arranging the purchase and sale of the
Fund's publicly-traded portfolio securities, to employ or deal with
such members of securities exchanges, brokers or dealers (hereinafter
"broker- dealers"), including "affiliated" broker-dealers, as that
term is defined in the Act, as may, in its best judgment, implement
the policy of the Fund to obtain, at reasonable expense, the best
execution (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions.
(b) The Manager may effect the purchase and sale of securities (which are
otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker in
such to effect said transactions, and may enter into a contract in
which the broker acts either as principal or as agent.
(c) The Manager shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain
best execution of particular and related portfolio transactions. The
abilities of a broker-dealer to obtain best execution of particular
portfolio transaction(s) will be judged by the Manager on the basis of
all relevant factors and considerations including, insofar as
feasible, the execution capabilities required by the transaction or
transactions; the ability and willingness of the broker-dealer to
facilitate the Fund's portfolio transactions by participating therein
for its own account; the importance to the Fund of speed, efficiency
or confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased or
sold; as well as any other matters relevant to the selection of a
broker-dealer for particular and related transactions of the Fund.
6. Duration.
---------
Unless terminated earlier pursuant to Section 7 hereof, this Management
Agreement shall remain in effect until June 30, 1995. Thereafter it shall
continue in effect from year to year, so long as such continuance shall be
approved at least annually by the Trust's Board
3
of Trustees, including the vote of the majority of the Trustees of the
Trust who are not parties to this Management Agreement or "interested
persons" (as defined in the Act) of any such party cast in person at a
meeting called for the purpose of voting on such approval, or by the
holders of a "majority" (as defined in the Act) of the outstanding voting
securities of the Fund.
7. Termination.
------------
This Management Agreement shall terminate automatically upon its assignment
or in the event upon the termination of the Advisory Management Agreement;
it may also be terminated: (i) for cause or with the consent of the parties
and the Trust by the Trust or the Manager at any time without penalty upon
sixty days' written notice to the other party and the Trust; or (ii) by the
Trust at any time without penalty upon sixty days' written notice to the
Trust and the Manager provided that such termination by the Trust shall be
directed or approved by a vote of a majority of all of the Trustees of the
Trust then in office or by the vote of the holders of a "majority" of the
outstanding voting securities of the Fund (as defined in the Act).
8. Investment Sub-Advisory Contracts.
----------------------------------
(a) Subject to the provisions of the Agreement and Declaration of Trust
and the 1940 Act, the Manager, at its expense, may, in its discretion
(subject only to approval by the Trust's Board of Trustees and, if
necessary, the Trust's shareholders) select and contract with an investment
sub-adviser (the "Sub-Adviser") for the Fund. So long as any Sub-Adviser
serves as Sub-Adviser to the Fund, it must be a party to a Sub-Investment
Advisory Agreement in substantially the form attached hereto as Schedule A
----------
(the "Sub-Adviser Agreement") and will be obligated to:
(1) Furnish continuously an investment program as to those assets of
the Trust and the Fund as allocated by the Manager;
(2) In connection therewith, adhere to such guidelines as may be
established by the Manager from time to time to insure compliance with
applicable investment objectives, policies and restrictions of the
Trust and the Fund; and
(3) Place all orders for the purchase and sale of investments of the
Fund.
(b) The Manager will be responsible for payment of all compensation to any
Sub-Adviser and other persons and entities to which Manager delegates any
duties hereunder.
9. Disclaimer of Shareholder Liability.
------------------------------------
The Trust and the Manager understand that the obligations of the Trust
under this Management Agreement are not binding upon any Trustee or
shareholder of the Trust personally, but bind only the Trust and the
Trust's property. The Manager represents that it has notice of the
provisions of the Trust Documents disclaiming shareholder and Trustee
liability for acts or obligations of the Trust.
10. Notice.
-------
4
Any notice under this Management Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party, with a copy
to the Trust, at the addresses below or such other address as such other
party may designate for the receipt of such notice.
If to the Manager:
Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇
Vice President and Managing Director
If to the Trust:
MassMutual Institutional Funds
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Vice President and Secretary
IN WITNESS WHEREOF, the Trust and the Manager have caused this Management
Agreement to be executed on the day and year first above written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Vice President and Managing Director
MASSMUTUAL INSTITUTIONAL FUNDS on behalf of
MASSMUTUAL INTERNATIONAL EQUITY FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President