INVESTMENT MANAGEMENT AGREEMENT
for the MassMutual Premier Funds
This INVESTMENT MANAGEMENT AGREEMENT (the "Management Agreement"), is between
Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (the
"Manager"), and the MassMutual Premier Funds, a Massachusetts business trust
(the "Trust"), effective this 29th day of October, 2004.
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, the MassMutual Premier 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:
(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 Manager 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 0.85% 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 two years from the date first above
written. 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.
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
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Attention:
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Vice President
If to the Trust: MassMutual Premier Funds
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President
With a copy to: Babson Capital Management LLC
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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:
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MASSMUTUAL PREMIER FUNDS
on behalf of the MASSMUTUAL INTERNATIONAL
EQUITY FUND
By:
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