INVEST AGRMNT ON BEHALF OF MML EQUITY INDEX FUND
EXHIBIT
D(10)
INVESTMENT
MANAGEMENT AGREEMENT
This INVESTMENT
MANAGEMENT AGREEMENT (the “Management Agreement”), is between
Massachusetts Mutual Life Insurance Company, a Massachusetts corporation
(the “Manager”), and MML Series Investment Fund, a Massachusetts
business trust (the “Trust”), effective this 1st day of May,
2000.
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, MML Equity
Index 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:
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| (a) the
provisions of the Act, the Advisers Act and any rules or regulations
thereunder;
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| (b) any
other applicable provisions of state or federal law;
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| (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”);
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| (d)
policies and determinations of the Board of Trustees of the
Trust;
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| (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
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| (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 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 of .10% 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:
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| (1)
Furnish continuously an investment program as to those assets of the
Trust and the Fund as allocated by the Manager;
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| (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
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| (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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| Vice
President
If to the Trust: MML
Series Investment Fund
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| 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.
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| MASSACHUSETTS
MUTUAL
LIFE
INSURANCE
COMPANY
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