Exhibit 5(a)
INVESTMENT MANAGEMENT AGREEMENT
This INVESTMENT MANAGEMENT AGREEMENT (the "Agreement"), dated as of
[__________________], 1997 by and between MML SERIES INVESTMENT FUND (the
"Trust") on behalf of MML EQUITY INDEX FUND (the "Fund") AND MASSACHUSETTS
MUTUAL LIFE INSURANCE COMPANY (the "Adviser").
WHEREAS, the Trust, on behalf of the Fund, and the Adviser wish to enter
into an agreement setting forth the terms on which the Adviser will (1) perform
certain investment management services for the Fund, (2) perform administrative
functions relating to the Fund, and (3) assume certain expenses of the Fund.
NOW, THEREFORE, in consideration of the covenants and mutual promises of
the parties made to each other, it is hereby covenanted and agreed as follows:
1. INVESTMENT MANAGEMENT SERVICES TO BE RENDERED TO THE FUND. The Fund
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hereby engages the Adviser to act as investment adviser for and to manage
the investment and reinvestment of the assets of the Fund, subject to such
general or specific instructions as may be given by the Board of Trustees
of the Trust. The Adviser hereby agrees, at its own expense, to render the
services and to assume the obligations of investment manager.
2. SUB-ADVISORY AGREEMENTS. The Adviser may enter into sub-advisory
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agreements with persons ("Sub-Advisers") pursuant to which the Adviser
delegates any or all of its functions hereunder to one or more Sub-Advisers
provided that a majority of the Trustees of the Trust who are not
interested persons of the Trust or the Adviser or any Sub-Adviser, approve
the agreement and provided further, that, to the extent required by the
Investment Company Act of 1940 and the Rules and Regulations thereunder, a
majority of the outstanding voting securities of the Fund must also approve
the agreement. The Adviser shall pay all compensation of any such Sub-
Advisers and will have the right to terminate the services of any Sub-
Adviser at any time on no more than 60 days' notice, subject to the
approval of the Board of Trustees, and thereupon shall at such time assume
the responsibilities of such Sub-Adviser unless and until a successor Sub-
Adviser is selected.
3. ADMINISTRATIVE SERVICES TO BE PROVIDED AND EXPENSES TO BE ASSUMED BY
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THE ADVISER. Until the termination of the employment of the Adviser as
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investment manager for the Fund, the Adviser will provide, or provide for,
all services required for the administration of the Trust and the Fund, and
will assume all expenses of the Trust and the Fund other than those
expenses referred to in the following paragraph.
The Adviser shall not be obligated to pay and the Fund or the Trust shall pay:
(1) taxes and corporate fees payable to governmental agencies; (2) brokerage
commissions and other capital items payable in connection with the purchase or
sale of the Fund's investment; (3) interest on account of any borrowings by the
Fund; (4) fees and expenses of the Trust's Trustees who are not interested
persons (as defined in the Investment Company Act of 1940) of the Adviser or of
the Trust; (5) fees and expenses of the Trust's Advisory Board Members; (6) fees
payable to the Trust's certified independent public accountants; and (7) any
required trademark licensing fees.
In placing portfolio transactions for the Fund, the Adviser will follow such
practices as may from time to time be set forth in the Trust's most recent
prospectus or specified by its Board of Trustees.
4. COMPENSATION TO BE PAID BY THE FUND TO THE ADVISER. For the services
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rendered hereunder, the Fund shall pay to the Adviser as of the last day of each
calendar quarter a fee at the annual rate of: [.40% of the first $100,000,000 of
average daily net asset value of the Fund determined as of the close of the New
York Stock Exchange on each day the Exchange is open for trading; .38% of the
next $150,000,000 and .36% on any net assets thereafter] or such lesser amount
as MassMutual may from time to time inform the Fund, on a date prior to the
accrual of such fee, that MassMutual chooses to change the Fund.
5. SERVICES OF THE ADVISER TO THE TRUST AND THE FUND NOT EXCLUSIVE. The
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services of the Adviser to the Trust and the Fund under this Agreement are not
to be deemed exclusive and the Adviser shall be free to render similar services
to others.
6. USE OF NAME BY THE TRUST AND THE FUND. The Trust and the Fund
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recognize the Adviser's control of the initials "MML" and agrees that its right
to use these initials is non-exclusive and can be terminated by the Adviser at
any time. The use of such initials will automatically be terminated if at any
time the Adviser or a wholly-owned subsidiary of the Adviser ceases to be
investment manager for the Fund. If, at any time, the use of the initials "MML"
is terminated, the continuance of this Agreement will be submitted to
shareholders of the Fund at a meeting specifically called for that purpose.
7. INTERESTED AND AFFILIATED PERSONS. It is understood that members of
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the Board of Trustees, officers, employees or agents of the Trust or the Fund
may also be directors, officers, employees or agents of the Adviser, and that
the Adviser, its directors, officers, employees or agents maybe interested in
the Fund as shareholders or otherwise.
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8. RECORDS AND CONFIDENTIALITY. All records pertaining to the operation
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and administration of the Trust and the Fund (whether prepared by the Adviser or
supplied to the Adviser by the Trust or the Fund) are the property and subject
to the control of the Trust. In the event of the termination of this Agreement,
all such records in the possession of the Adviser shall be promptly turned over
to the Trust free from any claim or retention of rights. All such records shall
be deemed to be confidential in nature and the Adviser shall not disclose or use
any records or information obtained pursuant to this Agreement in any manner
whatsoever except as expressly authorized by the Trust or as required by federal
or state regulatory authorities. The Adviser shall submit to all regulatory and
administrative bodies having jurisdiction over the operations of the Adviser or
the Trust, present or future, any information, reports or other material
obtained pursuant to this Agreement which any such body may request or require
pursuant to applicable laws or regulations.
9. LIABILITY REGARDING INVESTMENT MANAGEMENT. In the absence of willful
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misfeasance, bad faith or gross negligence in the performance of its obligations
and duties under this Agreement, or of reckless disregard of such obligations
and duties, neither the Adviser nor any of its officers, directors, employees or
agents shall be subject to liability for any act or omission in the course of,
or connected with, rendering services or performing its obligations hereunder.
10. TERMINATION AND AMENDMENT. This Agreement is effective as of the date
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first written above and will continue in effect from year to year after the date
hereof, as long as it is specifically approved at least annually by vote of the
Board of Trustees of the Trust including the vote of a majority of such Trustees
who are not interested persons (as defined in the Investment Company Act of
1940) of the Adviser or of the Fund; provided, however, that (1) this Agreement
may at any time be terminated by the Trust on 60 days' written notice to the
Adviser without the payment of any penalty either by vote of the Board of
Trustees of the Trust or by the vote of a majority of the outstanding voting
securities of the Fund (as defined in the Investment Company Act of 1940); (2)
this Agreement shall immediately terminate in the event of its assignment
(within the meaning of the Investment Company Act of 1940); and (3) this
Agreement may be terminated by the Adviser on 60 days' written notice to the
Trust without the payment of any penalty. Any notice under this Agreement shall
be given in writing, addressed and delivered, or mailed postpaid, to the other
party at the principal office of such party.
This Agreement may be amended at any time by mutual consent of the parties,
provided that such consent on the part of the Fund shall have been approved at a
meeting by the vote of a majority of the outstanding voting securities of the
Fund and by the vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust or interested persons of the Adviser.
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11. OBLIGATION OF THE TRUST. A copy of the Agreement and Declaration of
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Trust of the Trust is on file with the Secretary of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trustees as Trustees of the Trust and not individually, and that
the obligations of this Agreement are not binding upon any of the Trustees or
shareholders individually, but are binding only upon the assets and property of
the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
MML SERIES INVESTMENT FUND
on behalf of MML EQUITY INDEX FUND
By: _______________________________
Its: _______________________________
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: _______________________________
Its: _______________________________
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