Exhibit 5(a)
INVESTMENT MANAGEMENT AGREEMENT
This INVESTMENT MANAGEMENT AGREEMENT (the "Agreement"), dated May 29, 1998 by
and between MML SERIES INVESTMENT FUND (the "Trust") on behalf of MML SMALL CAP
VALUE EQUITY 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 investment management agreement whereby 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 hereby
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engages the Adviser to act as investment manager 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 Trust's Board of Trustees, that are not
interested persons of the Trust or the Adviser, approve the agreement and
provided further, that, to the extent required by the Investment Company Act
of 1940, as amended, and the rules and regulations thereunder, a majority of
the outstanding voting shares 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 THE
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ADVISER. Until the termination of the employment of the Adviser as investment
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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 (which may be higher than other brokers would charge if
paid to a broker which provides brokerage and research services to the
Adviser for use in providing investment advice and management to the Fund and
other accounts over which the Adviser exercises investment discretion) and
other capital items payable in connection with the purchase or sale of the
Fund's investments;
(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, if any; and (6) fees payable
to the Trust's certified independent public accountants. The words "brokerage
and research services" shall have the meaning given in the Securities
Exchange Act of 1934 and the Rules and Regulations thereunder.
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:
0.65% of the first $100 million of average daily net asset value of the
Fund;
0.60% of the next $200 million of average daily net asset value;
0.55% of the next $200 million of average daily net asset value; and
0.50% of the average daily net asset value over $500 million,
determined as of 4:00 p.m. Eastern Time (or at such other time as the Board
of Trustees may establish) on each day the Exchange is open for trading.
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 recognize
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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 the
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Board of Trustees, members of the Advisory Board, 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 and
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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 May 29, 1998
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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,
as amended) 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 shares of the Fund (as defined in the Investment Company Act of
1940, as amended); (2) this Agreement shall immediately terminate in the
event of its assignment (within the meaning of the Investment Company Act of
1940, as amended); 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 shares of the Fund,
if such approval is required by the Investment Company Act of 1940, as
amended, or the rules and regulations thereunder, 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 Trust
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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 relevant series of the of the Trust.
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 Small Cap Value Equity Fund
BY: -------------------------------
ITS: -------------------------------
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
BY: -------------------------------
ITS: -------------------------------
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