EXHIBIT INDEX TO FORM N-SAR
OF MASSMUTUAL PARTICIPATION INVESTORS
FOR THE PERIOD ENDED JUNE 30, 2000
EXHIBIT NO. DESCRIPTION
77Q(e) New Or Amended Investment Advisory Contract
For Period Ended 06/30/00
File No. 811-5331
77Q(e) New or Amended Investment Advisory Contract
Effective January 1, 2000, Massachusetts Mutual Life Insurance Company
(the "Former Investment Adviser") assigned its rights and interest in the
Investment Advisory Contract and Administrative Services dated as of October
7, 1988 between it and Registrant to David L. Babson & Company Inc., which is
a majority-owned subsidiary of the Former Investment Adviser. A copy of the
Assignment and Novation Agreement is attached hereto.
MASSMUTUAL PARTICIPATION INVESTORS
ASSIGNMENT AND NOVATION AGREEMENT
This Assignment Agreement is made as of January 1, 2000, by and among
Massachusetts Mutual Life Insurance Company ("Assignor"), a life insurance
company organized under the laws of the Commonwealth of Massachusetts and
David L. Babson and Company Inc. ("Assignee"), a Massachusetts corporation,
and MassMutual Participation Investors, a Massachusetts business trust (the
"Trust").
WHEREAS, the employees of Assignor's Investment Management Division,
along with its investment management business, will be transferred to the
Assignee as of January 1, 2000 pursuant to a corporate restructuring (the
"Restructuring");
WHEREAS, the Assignee is an investment adviser registered with the
Securities and Exchange Commission pursuant to the Investment Advisers Act of
1940, as amended, and the regulations promulgated thereunder;
WHEREAS, the Assignor is a party to that certain Investment Advisory
and Administrative Services Contract dated October 7, 1988 (the "Contract"),
by and between the Trust and Assignor, whereby Assignor agrees to provide
investment services to the Trust;
WHEREAS, the Assignor wishes to assign its rights, and transfer its
obligations, under the Contract to Assignee, and Assignee wishes to succeed
to such rights and assume the obligations of Assignor under the Contract;
WHEREAS, the Restructuring will not result in a change in actual
control or management of the Investment Management Division and accordingly
will not result in an "assignment" (as defined in the Investment Company Act
of 1940) of the Contract by virtue of Rule 2a-6 thereunder;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree as follows:
1. Assignment and Assumption.
Effective as of January 1, 2000 (the "Effective Date"), Assignor
hereby assigns, transfers and sets over to Assignee all the right, title and
interest, powers, privileges and remedies of Assignor under the Contract, and
Assignor hereby transfers and Assignee hereby assumes all duties, liabilities
and obligations of Assignor under the Contract, with the exception of the
duty to co-invest, which shall be retained by Assignor, as set forth below:
(a) Assignor agrees to retain its duty, as set forth in Section 2 of
the Contract, to request each issuer of securities which Assignor
is prepared to purchase at direct placement, and which would be
consistent with the investment policies of the Trust, to offer such
securities also to the Trust, and Assignor will use its best
efforts
to insure that such request is acceded to.
(b) Assignor agrees to retain its duty, as set forth in Section 5, to
share expenses incurred jointly by Assignor and the Trust which are
directly associated with the purchase of an issue (or part of an
issue) of securities by both Assignor and the Trust or with the
sale
of securities by both Assignor and the Trust (including, without
limitation, any expenses of the distribution of such securities
registered for sale under the Securities Act of 1933), any such
expenses to be shared by Assignor and the Trust in proportion to
the
amount each is purchasing or selling.
(c) Assignor agrees to retain its duty, as set forth in Section 7 of
the
Contract, to invest concurrently with the Trust for its general
account in each issue purchased by the Trust at direct placement,
subject to such orders of the Securities and Exchange Commission as
may apply.
2. Representations
Each party hereby represents that (i) it is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization or incorporation, (ii) it has power to execute and deliver this
Assignment Agreement and to perform its obligations under this Assignment
Agreement and has taken all necessary action to authorize such execution and
delivery and performance of such obligations, (iii) its execution and
delivery of this Assignment Agreement do not violate or conflict with any
law, rule or regulation applicable to it, any provision of its charter or by-
laws (or comparable constituent documents), any order or judgment of any
court or other agency of government applicable to it or any of its assets,
(iv) all authorizations of and exemptions, actions or approvals by, and all
notices to or filings with any governmental or other authority that are
required to have been obtained or made by the party at the time this
representation is made with respect to this Assignment Agreement have been
obtained or made and are in full force and effect and all conditions of any
such authorizations, exemptions, actions or approvals have been complied
with, and (v) this Assignment Agreement constitutes the party's legal, valid
and binding obligation, enforceable against the party in accordance with its
terms (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally and subject
as to enforceability to equitable principles or general application
(regardless of whether enforcement is sought in a proceeding in equity or at
law).
3. Trust's Agreement and Acceptance.
The foregoing Assignment is hereby accepted and agreed to by the Trust.
The Trust agrees that, except with respect to the ongoing duties of
MassMutual set forth in clauses (a), (b) and (c) of Section 1, MassMutual is
hereby released from its obligations under the Contract and the Trust shall
look solely to Assignee for fulfillment of the obligations of MassMutual
under the Contract.
4. Amendments
No amendment of this Assignment Agreement will be effective unless in
writing and signed by each of the parties.
5. Governing Law
This Assignment Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without
reference to choice of law doctrine.
6. Counterparts
This Assignment Agreement may be executed in counterparts, each of
which may be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement
as of the date first above written.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: /s/Michael D. Hays
Name: Michael D. Hays
Title: Senior Vice President
DAVID L. BABSON AND COMPANY INCORPORATED
By: /s/Robert E. Joyal
Name: Robert E. Joyal
Title: Senior Managing Director
Agreed to and accepted by:
MASSMUTUAL PARTICIPATION INVESTORS
The foregoing agreement is executed on behalf of the Trust under a
Declaration of Trust, dated April 7, 1988, as amended, and as on file with
the Secretary of the Commonwealth of Massachusetts. The obligations of the
foregoing agreement are not binding upon any of the Trustees, shareholders,
officers, employees or agents of the Trust individually but are binding only
upon the assets and property of the Trust.
By: /s/Charles C. McCobb, Jr.
Name: Charles C. McCobb, Jr.
Title: Chief Financial Officer
