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Rule 485(a)(2)
Registration No. 2-39334
File No. 811-2224
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _______ [ ]
Post-Effective Amendment No. 35 [X]
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 20 [X]
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MML SERIES INVESTMENT FUND
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(Exact Name of Registrant Specified in Charter)
1295 State Street, Springfield, Massachusetts 01111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (413) 788-8411
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Name and Address of Agent for Service:
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Stephen L. Kuhn, Esq.
Vice President and Secretary
MML Series Investment Fund
1295 State Street
Springfield, MA 01111
Approximate Date of Proposed Public Offering: May 1, 1997
It is proposed that this filing will become effective (check appropriate line)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on [date] pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on [date] pursuant to paragraph (a)(1) of rule 485
[X] 75 days after filing pursuant to paragraph (a)(2)
[ ] on [date] pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
STATEMENT PURSUANT TO RULE 24F-2
Registrant has registered an indefinite number or amount of its shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Registrant will file a Rule 24f-2 Notice with respect to
Registrant's fiscal year ended December 31, 1996 on or about February 28, 1997.
The Index to Exhibits is located at Page 1 of Part C (Item 24(b)).
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TO: THE SECURITIES AND EXCHANGE COMMISSION
Registrant submits this Post-Effective Amendment No. 35 to its Registration
Statement No. 2-39334 under the Securities Act of 1933 and this Amendment No. 20
to its Registration Statement No. 811-2224 under the Investment Company Act of
1940. This Post-Effective Amendment relates solely to the MML Equity Index Fund.
No information relating to any other series of Registrant is amended or
superseded hereby.
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MML SERIES INVESTMENT FUND
CROSS-REFERENCE SHEET: MML EQUITY INDEX FUND
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ITEM NO. OF FORM N1-A PROSPECTUS LOCATION OR CAPTION
- ---------------------- ------------------------------
PART A
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1 Prospectus Cover Page
2 Not Applicable
3(a) and (b) Not Applicable
3(c) Investment Performance
3(d) Not Applicable
4(a), (b) and (c) General Information; MML Equity Index Fund;
Investment Considerations and Risks;
Fundamental Investment Restrictions;
Appendix
5(a) Management of MML Trust
5(b), (d), (e), (f) and (g) The Advisers; Back Cover Page of Prospectus
5(c) Not Applicable
5A Not Applicable
6(a) and (b) General Information; Capital Shares
6(c) and (d) Not Applicable
6(e) Capital Shares
6(f) Dividends and Capital Gains Distributions
6(g) Tax Status; Dividends and Capital Gains
Distributions
6(h) Not Applicable
7 General Information; Sale and Redemption of
Shares
7(a) Not Applicable
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7(b) Net Asset Value
7(c)-(g) Not Applicable
8(a) Sale and Redemption of Shares
8(b)-(d) Not Applicable
9 Not Applicable
ITEM NO. OF FORM N-1A STATEMENT OF ADDITIONAL
- ---------------------- -----------------------
INFORMATION LOCATION OR CAPTION
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PART B
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10(a) and (b) Cover Page
11 Table of Contents
12 General Information
13(a) Investment Objective and Management Policies
13(b) Investment Restrictions
13(c) Investment Objective and Management Policies
13(d) Portfolio Transactions
14(a)-(c) Management of MML Trust
15(a)-(b) Control Persons and Principal Holders of
Securities
15(c) Management of MML Trust
16(a), (b), (c), (e), (h), (i) Management of MML Trust; Investment
Management and Other Services; Independent
Auditors
16(d), (g) Not Applicable
17(a), (c) Portfolio Transactions
17(b), (d) and (e) Not Applicable
18(a) Capital Shares
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18(b) Not Applicable
19(a) and (b) Purchase, Redemption and Pricing of
Securities Being Offered
19(c) Not Applicable
20 Certain Tax and Accounting Information
21 Not Applicable
22 Investment Performance
23 Not Applicable
PART C
- ------
Information to be included in Part C is set forth under the appropriate item so
numbered, in part C of this Registration Statement.
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PROSPECTUS
DATED MAY 1, 1997
MML EQUITY INDEX FUND
1295 STATE STREET
SPRINGFIELD, MASSACHUSETTS
(413) 788-8411
MML Series Investment Fund ("MML Trust") is a no-load, open-end management
investment company having five separate series of shares, each of which has
different investment objectives and is designed to meet different investment
needs. This Prospectus relates only to one of the series, MML Equity Index Fund
(the "Fund").
MML EQUITY INDEX FUND--The Fund is a non-diversified series of MML Trust. The
Fund's investment objective is to provide investment results that correspond to
the price and yield performance of publicly traded common stocks in the
aggregate, as represented by the Standard & Poor's 500 Composite Stock Price
Index (the "Index"). As such, the Fund will invest in common stocks that
comprise the Index. The Fund is also permitted to invest in Standard & Poor's
Depositary Receipts ("SPDRs"). See "Appendix--Investment Techniques". In
anticipation of taking a market position, the Fund is also permitted to purchase
and sell stock index futures. The Fund is neither sponsored by nor affiliated
with Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
For further information about the Fund's investment objective and policies, see
"MML EQUITY INDEX FUND" on page 3. There is no assurance that the investment
objective of the Fund will be realized.
This Prospectus sets forth concisely the information about MML Trust and the
Fund that a prospective investor ought to know before investing. Certain
additional information about MML Trust and the Fund is contained in a Statement
of Additional Information dated May 1, 1997, which has been filed with the
Securities and Exchange Commission and is incorporated by reference. This
additional information is available upon request and without charge. To obtain
such information, please contact the Secretary, MML Series Investment Fund, 1295
State Street, Springfield, Massachusetts 01111.
THIS PROSPECTUS MAY ONLY BE USED TO OFFER OR SELL SHARES OF THE FUND DESCRIBED
IN THIS PROSPECTUS. This Prospectus should be retained for future reference for
information about MML Trust and the Fund.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
GENERAL INFORMATION............................................. 3
MML EQUITY INDEX FUND........................................... 3
INVESTMENT CONSIDERATIONS AND RISKS............................. 6
FUNDAMENTAL INVESTMENT RESTRICTIONS............................. 7
THE ADVISERS.................................................... 7
CAPITAL SHARES.................................................. 10
NET ASSET VALUE................................................. 11
SALE AND REDEMPTION OF SHARES................................... 11
TAX STATUS...................................................... 11
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS....................... 12
INVESTMENT PERFORMANCE.......................................... 12
MANAGEMENT OF MML TRUST......................................... 13
APPENDIX........................................................ 14
</TABLE>
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I. GENERAL INFORMATION
MML Equity Index Fund (the "Fund") is one of five separate series of shares of
MML Series Investment Fund ("MML Trust"), a no-load, open-end management
investment company. The Fund is a non-diversified series of MML Trust. MML Trust
was organized as a business trust under the laws of the Commonwealth of
Massachusetts pursuant to an Agreement and Declaration of Trust dated December
19, 1984, as amended from time to time (the "Declaration of Trust"). MML Trust
was established by Massachusetts Mutual Life Insurance Company ("MassMutual")
for the purpose of providing a vehicle for the investment of assets of various
separate investment accounts established by MassMutual and its life insurance
company subsidiaries, including MML Bay State Life Insurance Company. Shares of
the Fund are offered solely to separate investment accounts established by
MassMutual and life insurance company subsidiaries.
MassMutual is responsible for providing all investment advisory, management, and
administrative services needed by the Fund pursuant to an investment management
agreement with MML Trust, on behalf of the Fund. MassMutual has entered into an
investment sub-advisory agreement with Mellon Equity Associates ("Mellon
Equity"), which provides that Mellon Equity will serve as the Fund's investment
sub-adviser, providing day-to-day management of the Fund's investments. Both
MassMutual and Mellon Equity are registered with the Securities and Exchange
Commission as investment advisers under the Investment Advisers Act of 1940, as
amended. (MassMutual and Mellon Equity are referred to hereafter collectively as
the "Advisers".) For further information, see "The Advisers" on page 7.
II. MML EQUITY INDEX FUND
INVESTMENT OBJECTIVE
The Fund's investment objective is to provide investment results that correspond
to the price and yield performance of publicly traded common stocks in the
aggregate, as represented by the Standard & Poor's 500 Composite Stock Price
Index/1/ (the "Index").
This investment objective of the Fund is a fundamental policy and may not be
changed without the vote of a majority of the Fund's outstanding voting shares
(as used in this Prospectus, a majority of the outstanding voting shares of the
Fund means the lesser of (1) 67% of the Fund's outstanding shares present at a
meeting of the shareholders if more than 50% of the outstanding
___________________________
/1/ "Standard & Poor's", "S&P", "Standard & Poor's 500", "S&P 500" and "500" are
trademarks of The McGraw-Hill Companies and have been licensed for use by the
Fund. The Fund is not sponsored, endorsed, sold or promoted by Standard &
Poor's, a division of the McGraw-Hill Companies ("S&P"), or The McGraw-Hill
Companies, Inc. S&P makes no representation regarding the advisability of
investing in the Fund.
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shares are present in person or by proxy, or (2) more than 50% of the Fund's
outstanding shares). As explained below, there is no assurance that the
investment objective of the Fund will be realized.
MANAGEMENT POLICIES
The Fund attempts to duplicate the investment results of the Index, which is
composed of 500 selected common stocks, most of which are listed on the New York
Stock Exchange. Standard & Poor's ("S&P") chooses the stocks to be included in
the Index solely on a statistical basis. The Fund attempts to be fully invested
at all times in the stocks that comprise the Index, Standard and Poor's
Depositary Receipts ("SPDRs") and stock index futures as described below and, in
any event, in the normal course of management, at least 80% of the Fund's net
assets will be so invested. Inclusion of a stock in the Index in no way implies
an opinion by S&P as to its attractiveness as an investment. The Fund uses the
Index as the standard performance comparison because it represents approximately
70% of the total market value of all United States common stocks and is well
known to investors. An investment in the Fund involves risks similar to those of
investing in common stocks.
The weightings of stocks in the Index are based on each stock's relative total
market capitalization; that is, its market price per share times the number of
shares outstanding. Because of this weighting, as of November 30, 1996,
approximately 47.4% of the Index was composed of the 50 largest companies.
Mellon Equity generally selects stocks for the Fund's portfolio in the order of
their weightings in the Index beginning with the heaviest weighted stocks. With
respect to the Fund's assets invested in the stocks in the Index, the percentage
of such assets invested in each stock is approximately the same as the
percentage it represents in the Index.
No attempt is made to manage the portfolio in the traditional sense using
economic, financial and market analysis. The Fund is managed using a computer
program to determine which stocks are to be purchased or sold to replicate the
Index to the extent feasible. From time to time, administrative adjustments may
be made in the Fund's portfolio because of changes in the composition of the
Index, but such changes should be infrequent.
The Fund believes that the indexing approach described above is an effective
method of substantially duplicating Index performance. It is a reasonable
expectation that there will be a close correlation between the Fund's
performance and that of the Index in both rising and falling markets. The Fund
will attempt to achieve a correlation between the performance of its portfolio
and that of the Index of at least 0.95, without taking into account expenses. A
correlation of 1.00 would indicate perfect correlation, which would be achieved
when the Fund's net asset value, including the value of its dividends and
capital gains distributions, increases or decreases in exact proportion to
changes in the Index. The Fund's ability to correlate its performance with the
Index, however, may be affected by, among other things, changes in securities
markets, the manner in which the Index is calculated by S&P and the timing of
purchases and redemptions of Fund shares. In the future, MML Trust's Board,
subject to the approval of shareholders of the Fund,
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may select another index if such a standard of comparison is deemed to be more
representative of the performance of common stocks.
The Fund's ability to duplicate the performance of the Index also depends to
some extent on the size of the Fund's portfolio and the size of cash flows into
and out of the Fund. Investment changes to accommodate these cash flows are made
to maintain the similarity of the Fund's portfolio to the Index to the maximum
practicable extent.
From time to time to increase its income, the Fund may lend securities from its
portfolio. See "Appendix-- Investment Techniques." When the Fund has cash
reserves, the Fund may invest in money market instruments consisting of U.S.
Government securities, time deposits, certificates of deposit, bankers'
acceptances, high-grade commercial paper, and repurchase agreements. See the
Statement of Additional Information for a description of these instruments.
The Fund may invest in SPDRs, an investment intended to provide investment
results that generally correspond to the price and yield performance of the
Index, when, in the opinion of Mellon Equity, available cash balances would not
otherwise allow the Fund to invest such cash balances in a manner which
adequately corresponds to the Index. SPDRs represent an interest in the
portfolio of S&P 500 stocks held by a unit investment trust, and SPDR holders
are entitled to receive dividends which accrue to stocks held by the unit
investment trust, less trust expenses. The Fund also may purchase stock index
futures in anticipation of taking a market position when, in the opinion of
Mellon Equity, available cash balances do not permit an economically efficient
trade in the cash market. The Fund also may sell stock index futures to
terminate existing positions it may have as a result of its purchases of stock
index futures. Investments in stock index futures typically require greater
available cash balances than do investments in SPDRs. See also "Investment
Considerations and Risks" and "Appendix--Investment Techniques" below, and
"Investment Objective and Management Policies" in the Statement of Additional
Information.
The Fund is not sponsored, endorsed, sold or promoted by S&P. S&P makes no
representation or warranty, express or implied, to the shareholders of the Fund
or any member of the public regarding the advisability of investing in
securities generally or in the Fund particularly or the ability of the Index to
track general stock market performance. S&P's only relationship to the Fund is
the licensing of certain trademarks and trade names of S&P and of the Index,
which is determined, composed and calculated by S&P without regard to the Fund.
S&P has no obligation to take the needs of the Fund or the shareholders of the
Fund into consideration in determining, composing or calculating the Index. S&P
is not responsible for and has not participated in the determination of the
prices and amount of the Fund or the timing of the issuance or sale of the Fund
or in the determination or calculation of the equation by which the Fund is to
be converted into cash. S&P has no obligation or liability in connection with
the administration, marketing or trading of the Fund.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO
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LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND,
SHAREHOLDERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P
500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
III. INVESTMENT CONSIDERATIONS AND RISKS
GENERAL--The Fund's net asset value per share should be expected to fluctuate.
Investors should consider the Fund as a part of an overall investment program
and should invest only if they are willing to undertake the risks involved. See
"Investment Objective and Management Policies--Management Policies" in the
Statement of Additional Information for a further discussion of certain risks.
EQUITY SECURITIES--Equity securities fluctuate in value, often based on factors
unrelated to the value of the issuer of the securities, and such fluctuations
can be pronounced. Changes in the value of the Fund's investments will result in
changes in the value of its shares and thus the Fund's total return to
investors.
FOREIGN SECURITIES--Since the stocks of some foreign issuers are included in the
Index, the Fund's portfolio may contain securities of such foreign issuers which
may subject the Fund to additional investment risks with respect to those
securities that are different in some respects from those incurred by a fund
which invests only in securities of domestic issuers. Such risks include
possible adverse political and economic developments, seizure or nationalization
of foreign deposits or adoption of governmental restrictions which might
adversely affect the value of the securities of a foreign issuer to investors
located outside the country of the issuer, whether from currency blockage or
otherwise.
USE OF DERIVATIVES--The Fund may invest, to a limited extent, in derivatives
("Derivatives"). These are financial instruments which derive their performance,
at least in part, from the performance of an underlying asset or index. The
Derivatives the Fund may use include stock index futures. While Derivatives can
be used effectively in furtherance of the Fund's investment objective, under
certain market conditions, they can increase the volatility of the Fund's net
asset value, can decrease the liquidity of the Fund's portfolio and make more
difficult the accurate pricing of the Fund's portfolio. See "Appendix--
Investment Techniques--Use of Derivatives" and "Investment Objective and
Management Policies--Management Policies-- Derivatives" in the Statement of
Additional Information.
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NON-DIVERSIFIED STATUS--The classification of the Fund as "non-diversified"
means that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the Investment Company Act of
1940, as amended (the "1940 Act"). A "diversified" investment company is
required by the 1940 Act generally, with respect to 75% of its total assets, to
invest not more than 5% of such assets in the securities of a single issuer.
Since a relatively high percentage of the Fund's assets may be invested in the
securities of a limited number of issuers, some of which may be within the same
economic sector, the Fund's portfolio may be more sensitive to the changes in
market value of a single issuer or industry. However, to meet Federal tax
requirements, at the close of each quarter the Fund may not have more than 25%
of its total assets invested in any one issuer and, with respect to 50% of total
assets, not more than 5% of its total assets invested in any one issuer. These
limitations do not apply to U.S. Government securities.
IV. FUNDAMENTAL INVESTMENT RESTRICTIONS
For a description of fundamental investment restrictions that apply to the Fund,
which may not be changed without a vote of a majority of the outstanding shares
of the Fund, reference should be made to the Statement of Additional
Information.
V. THE ADVISERS
MASSMUTUAL
MassMutual serves as investment manager of the Fund pursuant to an investment
management agreement executed by MassMutual and MML Trust, on behalf of the Fund
(the "Investment Management Agreement"). MassMutual is a registered investment
adviser and is a mutual life insurance company organized in 1851 under the laws
of The Commonwealth of Massachusetts. MassMutual is licensed to transact a life
insurance business in all states of the United States, the District of Columbia
and certain Provinces of Canada. At December 31, 1996, MassMutual, together with
its subsidiaries, had total assets of approximately $55.7 billion and in excess
of $130.8 billion in assets under management.
Under the Investment Management Agreement, MassMutual is authorized to engage in
portfolio transactions on behalf of the Fund, subject to such general or
specific instructions as may be given by the Board of Trustees of MML Trust.
MassMutual also acts as the transfer agent and the dividend paying agent. First
Data Services Group, Inc. provides fund accounting services for the Fund.
The Investment Management Agreement provides that MassMutual will perform all
administrative functions relating to the Fund and will bear all expenses of the
Fund except: (1) taxes and corporate fees payable to government agencies; (2)
brokerage commissions and other capital items payable in connection with the
purchase or sale of the Fund investments; (3) interest
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on account of any borrowings by the Fund; (4) fees and expenses of MML Trustees
of MML Trust who are not interested persons, as defined in the 1940 Act, of the
Advisers or MML Trust; (5) fees and expenses of MML Trust's Advisory Board
Members; (6) fees of the Fund's independent certified public accountants; and
(7) any required trademark licensing fees.
For providing the services described above, MassMutual is paid a quarterly fee
at the annual rate of [.40% of the first $100,000,000 of the average daily net
asset value of the Fund; .38% of the next $150,000,000 and .36% of any net
assets thereafter.] MassMutual has agreed to bear expenses of the Fund (other
than the management fee, interest, taxes, any required trademark licensing fees,
custodial fees (which will be paid by Mellon Equity as described below),
brokerage commissions and extraordinary expenses) in excess of .11% of average
daily net asset value through April 30, 1998. The imposition of the Fund's
management fee, as well as other operating expenses, will have the effect of
reducing shareholders' return and will affect the ability of the Fund to track
the Index exactly.
The Investment Management Agreement between MassMutual and the Fund
automatically terminates: (1) unless its continuance is specifically approved at
least annually by the affirmative vote of a majority of the Board of Trustees of
MML Trust, which affirmative vote shall include a majority of the members of the
Board who are not interested persons (as defined in the 1940 Act) of the
Advisers or of MML Trust, or (2) upon its assignment. Under the terms of the
Investment Management Agreement, the Fund recognizes MassMutual's control of the
initials "MML" and the Fund agrees that its right to use these initials is non-
exclusive and can be terminated by MassMutual at any time. Under the agreement,
MassMutual's liability regarding its investment management obligations and
duties is limited to situations involving its willful misfeasance, bad faith,
gross negligence or reckless disregard of such obligations and duties.
MELLON EQUITY
Pursuant to an investment sub-advisory agreement (the "Sub-Advisory Agreement")
with MassMutual, Mellon Equity, located at 500 Grant Street, Pittsburgh,
Pennsylvania 15258, serves as the Fund's investment sub-adviser, providing day-
to-day management of the Fund's investments. Mellon Equity, a registered
investment adviser formed in 1987, became a Pennsylvania Business Trust as of
December 31, 1991 and is an indirect wholly-owned subsidiary of Mellon Bank
Corporation. As of December 31, 1996, Mellon Equity and its employees managed
approximately $11 billion and served as the investment adviser or sub-adviser of
9 other investment companies.
Mellon Bank Corporation is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under the Federal
Bank Holding Company Act of 1956, as amended. Mellon Bank Corporation provides a
comprehensive range of financial products and services in domestic and selected
international markets. Through its subsidiaries, Mellon Bank Corporation managed
more than $226 billion in assets as of September 30, 1996, including
approximately $65 billion in proprietary mutual fund assets.
8
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The Sub-Advisory Agreement provides that MassMutual will pay Mellon Equity a
monthly fee equal at an annual rate of [.09% of the first $100,000,000 of the
average daily net asset value of the Fund; .07% of the next $150,000,000; and
.05% on any assets thereafter.] Pursuant to the Sub-Advisory Agreement, Mellon
Equity has agreed that so long as it is the sole investment sub-adviser to the
Fund, Mellon Equity shall pay the fees for the custody services for the Fund
which will be provided by Boston Safe Deposit and Trust Company (which is an
indirect subsidiary of Mellon Bank Corporation).
The Sub-Advisory Agreement between MassMutual and Mellon Equity automatically
terminates: (1) unless its continuance is specifically approved at least
annually by the affirmative vote of a majority of the Board of Trustees of MML
Trust, which affirmative vote shall include a majority of the members of the
Board who are not interested persons (as defined in the 1940 Act) of the
Advisers or of MML Trust; (2) upon its assignment; or (3) upon the termination
of the Investment Management Agreement. Under the terms of the Sub-Advisory
Agreement, Mellon Equity's liability regarding its investment management
obligations and duties is limited to situations involving its willful
misfeasance, bad faith, gross negligence or reckless disregard of such
obligations and duties.
The Sub-Advisory Agreement acknowledges that when purchase or sale of securities
of the same issuer is suitable for the Fund and one or more other investment
companies or accounts managed by Mellon Equity which attempt to track an equity
index, such purchases or sales may and normally will be combined, to the extent
practicable, and will be allocated as nearly as practicable on a pro rata basis
in proportion to the amounts to be purchased or sold for each. In determining
the amounts to be purchased or sold, the main factors to be considered will be
the investment objectives of the respective portfolios, the relative size of
portfolio holdings of the same or comparable security, availability of cash for
investment by the various portfolios and the size of their respective investment
commitments. Mellon Equity believes that the ability of the Fund to participate
in larger volume transactions will, in most cases, produce better execution for
the Fund. In some cases, however, this procedure could have a detrimental effect
on the price and amount of a security available to the Fund or the price at
which a security may be sold. It is the opinion of MML Trust's management that
such execution advantage and the desirability of retaining Mellon Equity as
index manager of the Fund outweigh the disadvantages, if any, which might result
from this procedure.
In allocating brokerage transactions for the Fund, Mellon Equity seeks to obtain
the best execution of orders at the most favorable net price. Subject to this
determination, Mellon Equity may consider, among other things, the sale of
shares of the Fund as a factor in the selection of broker-dealers to execute
portfolio transactions for the Fund. Mellon Equity will not consider the
provision of brokerage or research services (as such term is defined in Section
28(e) of the Securities Exchange Act of 1934, as amended) in allocating
brokerage transactions for the Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
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VI. CAPITAL SHARES
MML Trust is a "series" company which is authorized to issue an unlimited number
of shares in separate series of the same class. To date, shares of five separate
series have been authorized, one of which constitutes the interests in the Fund.
Under MML Trust's Declaration of Trust, however, the Board of Trustees is
authorized to create new series without the necessity of a vote of shareholders
of MML Trust. Each share of a particular series represents an equal
proportionate interest in that series with each other share of the same series,
none having priority or preference over another. Each series shall be preferred
over all other series in respect of the assets allocated to that series. Each
share of a particular series is entitled to a pro rata share of any
distributions declared by that series and, in the event of liquidation, a pro
rata share of the net assets of that series remaining after satisfaction of
outstanding liabilities. When issued, shares are fully paid and nonassessable
and have no preemptive, conversion or subscription rights.
MML Trust is not required to hold annual meetings of shareholders. Special
meetings may be called for purposes such as electing Trustees, voting on
management agreements, and with respect to such additional matters relating to
MML Trust as may be required by MML Trust's Declaration of Trust and the 1940
Act. Shareholders holding 10% of the shares of MML Trust may call a meeting to
be held to consider removal of Trustees. On any matter submitted to
shareholders, shares of each series entitle their holder to one vote per share
(with proportionate voting for fractional shares), irrespective of the relative
net asset values of the series' shares. On any matters submitted to a vote of
shareholders, all shares of MML Trust then entitled to vote shall be voted by
individual series, except that (i) when required by the 1940 Act, shares shall
be voted in the aggregate and not by individual series, and (ii) when the
Trustees have determined that any matter affects only the interests of one or
more series, then only shareholders of such series shall be entitled to vote
thereon. Shareholder inquiries should be made by contacting the Secretary, MML
Series Investment Fund, 1295 State Street, Springfield, Massachusetts 01111.
Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of MML Trust. However, MML Trust's
Declaration of Trust disclaims liability of the shareholders, MML Trustees, or
officers of MML Trust for acts or obligations of MML Trust, which are binding
only on the assets and property of MML Trust, and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by MML Trust or MML Trustees. MML Trust's Declaration of Trust provides
for indemnification out of MML Trust property for all loss and expense of any
shareholder held personally liable for the obligations of MML Trust. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is considered remote since it is limited to circumstances in which the
disclaimer is inoperative and MML Trust itself would be unable to meet its
obligations.
10
<PAGE>
VII. NET ASSET VALUE
The net asset value of the Fund's shares is determined once daily as of the
normal close of trading on the New York Stock Exchange (presently 4:00 p.m.) on
each day on which the Exchange is open for trading.
Generally, the Fund values portfolio securities on the basis of market value.
For example, equity securities, including those traded on national securities
exchanges, the NASDAQ national market system, or over-the-counter securities not
so listed, are valued by one or more pricing services, as authorized by the
Board of Trustees of MML Trust. Normally, the values are based upon the last
reported sale price of the security. Debt obligations with less than one year
but more than sixty days to maturity are valued on the basis of their market
value. Debt obligations having a maturity of sixty days or less are generally
valued at amortized cost when the Board of Trustees of MML Trust believes that
amortized cost approximates market value. Futures contracts are valued based on
market prices unless such prices do not reflect the fair value of the contract,
in which case they will be valued by or under the direction of the Board of
Trustees of MML Trust. In all other cases, assets will be valued at fair value
as determined in good faith by the Board of Trustees, although the actual
calculations may be made by persons acting pursuant to the direction of the
Board.
VIII. SALE AND REDEMPTION OF SHARES
The shares of the Fund are sold at their net asset value as next computed after
receipt of the purchase order, without the addition of any selling commission or
"sales load."
The Fund redeems its shares at their net asset value as next computed after
receipt of the request for redemption. The redemption price for shares of the
Fund may be more or less than the shareholder's cost. No fee is charged on
redemption.
Redemption payments will be made within seven days after receipt of the written
request therefor by MML Trust, except that the right of redemption may be
suspended or payments postponed when permitted by applicable law and
regulations.
IX. TAX STATUS
It is the policy of the Fund to comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies. As a result, the Fund
will not be subject to federal income tax on any net income or any capital gains
to the extent they are distributed or are deemed to have been distributed to
shareholders.
Regulations issued under Internal Revenue Code Section 817(h) require the Fund
to be adequately diversified in order for a variable life insurance contract
funded by the Fund to receive favorable tax treatment as a life insurance
contract. Among other requirements, the regulations limit the
11
<PAGE>
Fund's investment in a single issuer to 55% of its assets; while this
requirement applies to U.S. Government securities, each government agency or
instrumentality is treated for this purpose as a separate issuer. The Fund
intends to comply with these diversification requirements. For further
information, see the Statement of Additional Information.
Tax consequences to investors in the separate investment accounts which are
invested in the Fund are described in the prospectuses for such accounts.
X. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund intends to declare capital gain and ordinary income dividends and to
distribute such dividends in a manner designed to avoid a 4% excise tax on
undistributed regulated investment company income imposed by the Tax Reform Act
of 1986. Distributions, if any, are declared and paid annually. Distributions
may be taken either in cash or in additional shares of the Fund at net asset
value on the day after the record date for the distribution, at the option of
the shareholder.
XI. INVESTMENT PERFORMANCE
The Fund may from time to time advertise certain investment performance figures.
These figures are based on historical returns and are not intended to indicate
future performance.
The Fund may advertise its total return and its holding period return for
various periods of time. Total return is calculated by determining, over a
period of time which will be stated in the advertisement, the average annual
compounded rate of return that an investment in the Fund earned over that
period, assuming reinvestment of all distributions. Holding period return refers
to the percentage change in the value of an investment in the Fund over a period
of time (which period will be stated in the advertisement), assuming
reinvestment of all distributions. Total return differs from holding period
return principally in that total return is an average annual figure while
holding period return is an aggregate figure for the entire period. This
performance information for the Fund may also be compared to the Index.
These investment performance figures may be of limited use for comparative
purposes because they do not reflect charges imposed by the separate investment
accounts invested in the Fund which, if included, would decrease the performance
figures. For more information about calculation of the investment performance of
the Fund, see the Statement of Additional Information.
12
<PAGE>
XII. MANAGEMENT OF MML TRUST
The affairs of MML Trust are generally supervised by its Board of Trustees and
officers. As stated previously, MassMutual acts as investment manager of the
Fund and Mellon Equity is the sub-adviser to the Fund. In those capacities
MassMutual and Mellon Equity are part of the management of MML Trust. For more
information concerning the management of MML Trust, reference should be made to
the Statement of Additional Information.
The name MML Series Investment Fund is the designation of MML Trustees under an
Agreement and Declaration of Trust dated December 19, 1984, as amended from time
to time. The obligations of such Trust are not personally binding upon, nor
shall resort be had to the property of, any of MML Trustees, shareholders,
officers, employees or agents of such Trust, but MML Trust's property only shall
be bound.
13
<PAGE>
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY--The Fund is permitted to borrow money only for temporary or
emergency purposes, in an amount up to 5% of the value of its total assets
(including the amount borrowed) valued at the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made.
USE OF DERIVATIVES--The Fund may invest in the types of Derivatives enumerated
under "Description of the Fund--Investment Considerations and Risks--Use of
Derivatives." These instruments and certain related risks are described more
specifically under "Investment Objective and Management Policies--Management
Policies--Derivatives" in the Statement of Additional Information.
Although the Fund will not be a commodity pool, Derivatives subject the Fund to
the rules of the Commodity Futures Trading Commission which limit the extent to
which the Fund can invest in certain derivatives. The Fund may invest in stock
index futures contracts for hedging purposes without limit. However, the Fund
may not invest in such contracts for other purposes if the sum of the amount of
initial margin deposits, other than for bona fide hedging purposes, exceeds 5%
of the liquidation value of the Fund's assets, after taking into account
unrealized gains and unrealized losses on such contracts.
STANDARD & POOR'S DEPOSITARY RECEIPTS ("SPDRS")--The Fund may invest in SPDRs
when, in the opinion of Mellon Equity, available cash balances would not
otherwise allow the Fund to invest such cash balances in a manner which
adequately corresponds to the Index. Investments in SPDRs typically require
less available cash balances than do investments in stock index futures.
SPDRs represent an interest in the portfolio of S&P 500 stocks held by a unit
investment trust. SPDRs trade on the American Stock Exchange and may be bought
and sold like common stock at any time during the trading day. An investment in
SPDRs is intended to provide investment results that generally correspond to the
price and yield performance of the Index.
LENDING PORTFOLIO SECURITIES--The Fund may lend securities from its portfolio to
brokers, dealers and other financial institutions desiring to borrow securities
to complete certain transactions. The Fund continues to be entitled to payments
in amounts equal to the interest, dividends or other distributions payable on
the loaned securities which affords the Fund an opportunity to earn interest on
the amount of the loan and income on the loaned securities' collateral. Loans of
portfolio securities may not exceed 10% of the value of the Fund's total assets,
and the Fund will receive collateral consisting of cash, U.S. Government
securities or irrevocable letters of credit which will be maintained at all
times in an amount equal to at least
A1
<PAGE>
100% of the current market value of the loaned securities. Such loans are
terminable by the Fund at any time upon specified notice. The Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
A2
<PAGE>
MML EQUITY INDEX FUND
1295 State Street
Springfield, Massachusetts 01111
_________________________
INVESTMENT MANAGER
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111
INVESTMENT SUB-ADVISER
MELLON EQUITY ASSOCIATES
500 Grant Street
Suite 3700
Pittsburgh, Pennsylvania 15258
INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2300 BayBank Tower
Springfield, Massachusetts 01101
CUSTODIAN
BOSTON SAFE DEPOSIT AND
TRUST COMPANY
One Boston Place
Boston, Massachusetts 02108
___________________________
For use with MassMutual Variable Life Separate Account I and MML Bay State
Variable Life Separate Account I.
This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made. No person is authorized to make any
representations in connection with this offering other than those contained in
this Prospectus.
<PAGE>
Rule 485(a)(2)
Registration No. 2-39334
File No. 811-2224
MML EQUITY INDEX FUND
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE PROSPECTUS OF MML EQUITY INDEX FUND DATED MAY 1, 1997
(THE "PROSPECTUS"), A SERIES OF MML SERIES INVESTMENT FUND. THE PROSPECTUS MAY
BE OBTAINED WITHOUT CHARGE FROM THE SECRETARY, MML SERIES INVESTMENT FUND, 1295
STATE STREET, SPRINGFIELD, MASSACHUSETTS 01111.
DATED MAY 1, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
GENERAL INFORMATION............................................. 3
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES.................... 3
INVESTMENT RESTRICTIONS......................................... 7
MANAGEMENT OF MML TRUST......................................... 8
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.............16
INVESTMENT MANAGEMENT AND OTHER SERVICES........................16
PORTFOLIO TRANSACTIONS..........................................17
CAPITAL SHARES..................................................19
PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED....19
TAX STATUS......................................................20
CERTAIN TAX AND ACCOUNTING INFORMATION..........................22
INVESTMENT PERFORMANCE..........................................22
INDEPENDENT AUDITORS............................................23
COUNSEL.........................................................23
APPENDIX........................................................A1
</TABLE>
<PAGE>
I. GENERAL INFORMATION
MML Equity Index Fund (the "Fund") is one of five separate series of shares of
MML Series Investment Fund ("MML Trust"). MML Trust is a no-load, open-end
management investment company that was established by Massachusetts Mutual Life
Insurance Company ("MassMutual") for the purpose of providing a vehicle for the
investment of assets of various separate investment accounts established by
MassMutual and life insurance company subsidiaries of MassMutual. Shares of MML
Trust are not offered to the general public but solely to separate investment
accounts established by MassMutual and its life insurance company subsidiaries,
including MML Bay State Life Insurance Company ("MML Bay State"). MML Trust was
formed as a voluntary association of the type known as a "business trust"
organized under the laws of the Commonwealth of Massachusetts pursuant to an
Agreement and Declaration of Trust dated December 19, 1984, as amended from time
to time (the "Declaration of Trust").
MassMutual is responsible for providing all investment advisory, management, and
administrative services needed by the Fund pursuant to an investment management
agreement. MassMutual has entered into an investment sub-advisory agreement with
Mellon Equity Associates ("Mellon Equity"), which provides that Mellon Equity
will serve as the Fund's investment sub-adviser, providing day-to-day management
of the Fund's investments. Both MassMutual and Mellon Equity are registered
with the Securities and Exchange Commission (the "SEC") as investment advisers
under the Investment Advisers Act of 1940, as amended (MassMutual and Mellon
Equity are referred to hereinafter collectively as the "Advisers").
II. INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in conjunction with the
discussion of the Fund's investment objective, techniques and policies described
in the Prospectus. The fundamental investment objective and investment
restrictions of the Fund (as described in the Prospectus and below) may not be
changed without a vote of a majority of the Fund's outstanding shares. A
"majority of the outstanding shares" of the Fund means the lesser of (1) 67% of
the Fund's outstanding shares present at a meeting of the shareholders if more
than 50% of the outstanding shares are present in person or by proxy or (2) more
than 50% of the Fund's outstanding shares. All other investment policies and
techniques of the Fund may be changed by the Board of Trustees of MML Trust
without a vote of shareholders. For example, such other policies and techniques
include investment in new types of hedging programs which may be devised in the
future, or which are presently in disuse but may become more prominent in the
future, and minor changes in investment policies which may be made in response
to changes in regulatory requirements which are reflected in the present
policies of the Fund. The Fund's investment objective is to provide investment
results that correspond to the price and yield performance of publicly traded
common stocks in the aggregate, as represented by the Standard & Poor's 500
Composite Stock Price Index (the "Index"). There is no assurance that the
investment objective of the Fund will be realized.
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<PAGE>
In managing its portfolios of investments, the Fund may purchase various
securities, investment related instruments and make use of various investment
techniques, including those described below.
OTHER PORTFOLIO SECURITIES
Money Market Instruments. The Fund may invest, in the circumstances described
- -------------------------
under "MML Equity Index Fund-Management Policies" in the Fund's Prospectus, in
the following types of money market instruments.
U.S. Government Securities -- Securities issued or guaranteed by the U.S.
--------------------------
Government or its agencies or instrumentalities include U.S. Treasury securities
that differ in their interest rates, maturities and times of issuance. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury; others
by discretionary authority of the U.S. Government to purchase certain
obligations from the agency or instrumentality; and others only by the credit of
the agency or instrumentality. These securities bear fixed, floating or variable
rates of interest. While the U.S. Government provides financial support for such
U.S. Government-sponsored agencies and instrumentalities, no assurance can be
given that it will always do so since it is not so obligated by law.
Repurchase Agreements -- In a repurchase agreement, the Fund buys, and the
---------------------
seller agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. The Fund's
custodian or sub-custodian will have custody of, and will hold in a segregated
account, securities acquired by the Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the SEC to be loans by the
Fund. In an attempt to reduce the risk of incurring a loss on a repurchase
agreement, the Fund will enter into repurchase agreements only with domestic
banks with total assets in excess of one billion dollars or primary government
securities dealers reporting to the Federal Reserve Bank of New York, with
respect to securities of the type in which the Fund may invest, and will require
that additional securities be deposited with it if the value of the securities
purchased should decrease below resale price. However, if the Seller defaults,
the Fund may realize a loss on the sale of the underlying security. In addition,
if the seller should be involved in bankruptcy or insolvency proceedings, the
Fund may incur delay and costs in selling the underlying security or may suffer
a loss of principal and interest if the Fund is treated as an unsecured creditor
and required to return the underlying securities to the seller's estate.
Bank Obligations -- The Fund may purchase certificates of deposit, time
----------------
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to
-4-
<PAGE>
such securities issued by foreign subsidiaries or foreign branches of domestic
banks and domestic and foreign branches of foreign banks, the Fund may be
subject to additional investment risks that are different in some respects from
those incurred by a fund which invests only in debt obligations of U.S. domestic
issuers.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation of a
bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and the drawer to pay the face amount of the
instruments upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
Commercial Paper -- Commercial paper consists of short-term, unsecured
----------------
promissory notes issued to finance short-term credit needs. The commercial paper
purchased by the Fund will consist only of direct obligations which, at the time
of their purchase, are (a) rated at least Prime-1 by Moody's Investors Service,
Inc. ("Moody's") or A-1 by Standard & Poor's Ratings Group ("S&P"), a division
of The McGraw-Hill Companies, Inc., (b) issued by companies having an
outstanding unsecured debt issue currently rated at least Aa by Moody's or at
least AA-by S&P, or (c) if unrated, determined by Mellon Equity to be of
comparable quality to those rated obligations which may be purchased by the
Fund.
MANAGEMENT POLICIES
Lending Portfolio Securities. In connection with its securities lending
- -----------------------------
transactions, the Fund may return to the borrower or a third party which is
unaffiliated with the Fund, and which is acting as a "placing broker," a part of
the interest earned from the investment of cash collateral received for
securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned: (1)
the Fund must receive at least 100% cash collateral from the borrower; (2) the
borrower must increase such collateral whenever the market value of the
securities rises above the level of such collateral; (3) the Fund must be able
to terminate the loan at any time; (4) the Fund must receive reasonable interest
on the loan, as well as any dividends, interest or other distributions payable
on the loaned securities, and any increase in market value; (5) the Fund may pay
only reasonable custodian fees in connection with the loan; and (6) while voting
rights on the loaned securities may pass to the borrower, the Fund's Board must
terminate the loan and regain the right to vote the securities if a material
event adversely affecting the investment occurs.
-5-
<PAGE>
Derivatives. The Fund may invest in Derivatives (as defined in the Prospectus)
- ------------
in anticipation of taking a market position when, in the opinion of Mellon
Equity, available cash balances do not permit an economically efficient trade in
the cash market. Derivatives may provide a cheaper, quicker or more
specifically focused way for the Fund to invest than "traditional" securities
would.
Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed.
Derivatives may entail investment exposures that are greater than their
cost would suggest, meaning that a small investment in Derivatives could have a
large potential impact on the Fund's performance.
Investments in Derivatives may lower the Fund's return or result in a loss.
The Fund also could experience losses if its Derivatives were poorly correlated
with its other investments, or if the Fund were unable to liquidate its position
because of an illiquid secondary market. The market for many Derivatives is, or
suddenly can become, illiquid. Changes in liquidity may result in significant,
rapid and unpredictable changes in the prices for Derivatives.
Stock Index Futures. A stock index future obligates the Fund to pay or receive
- --------------------
an amount of cash equal to a fixed dollar amount specified in the futures
contract multiplied by the difference between the settlement price of the
contract on the contract's last trading day and the value of the index based on
the stock prices of the securities that comprise it at the opening of trading in
such securities on the next business day. The Fund purchases and sells futures
contracts on the stock index for which it can obtain the best price with
consideration also given to liquidity.
Using futures in anticipation of market transactions involves certain
risks. Although the Fund intends to purchase or sell futures contracts only if
there is an active market for such contracts, no assurance can be given that a
liquid market will exist for any particular contract at any particular time. In
addition, the price of stock index futures may not correlate perfectly with the
movement in the stock index due to certain market distortions. First, all
participants in the futures market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit requirements,
investors may close futures contracts through offsetting transactions which
would distort the normal relationship between the index and futures markets.
Secondly, from the point of view of speculators, the deposit requirements in the
futures market are less onerous than margin requirements in the securities
market. Therefore, increased participation by speculators in the futures market
also may cause temporary price distortions. Because of the possibility of price
distortions in the futures market and the imperfect correlation between
movements in the stock index and movements in the price of stock index futures,
the use of stock index futures may not result in a successful hedging
transaction.
-6-
<PAGE>
In connection with its futures transactions, the Fund may be required to
establish and maintain at its custodian bank or a registered futures commission
merchant a segregated account consisting of cash or high quality money market
instruments in an amount equal to the market value of the underlying commodity
less any amount deposited as margin.
Standard & Poor's Depositary Receipts ("SPDRs"). The Fund may invest in SPDRs
- -----------------------------------------------
when, in the opinion of Mellon Equity, available cash balances would not
otherwise allow the Fund to invest in such cash balances in a manner which
adequately corresponds to the Index. Investments in SPDRs typically require
less available cash balances than do investments in stock index futures.
SPDRs represent an interest in the portfolio of S&P 500 stocks held by a
unit investment trust. SPDRs trade on the American Stock Exchange and may be
bought and sold like common stock at any time during the trading day. An
investment in SPDRs is intended to provide investment results that generally
correspond to the price and yield performance of the Index.
III. INVESTMENT RESTRICTIONS
The following is a description of certain restrictions on investments of the
Fund which may not be changed without a vote of a majority of the outstanding
shares of the Fund.
The Fund will not:
1. Purchase securities on margin, except for such short-term credits as
are necessary for the clearance of transactions, and except that the Fund
may deposit and maintain funds with its custodian or brokers as margin in
connection with its use of financial futures contracts;
2. Purchase commodities or commodity contracts, except to the extent that
the Fund may enter into futures contracts, as described in the Prospectus
and this Statement of Additional Information;
3. Borrow money or pledge, mortgage or hypothecate its assets, except as
described in the Fund's Prospectus and the Statement of Additional
Information and in connection with entering into futures contracts.
Collateral arrangements with respect to initial or variation margin for
futures contracts will not be deemed to be pledges of the Fund's assets.
4. Act as an underwriter of securities of other issuers or purchase
securities subject to restrictions on disposition under the Securities Act
of 1933 (so-called "restricted securities"). The Fund may not enter into
repurchase agreements providing for settlement in more than seven days or
purchase securities which are not readily marketable, if, in the aggregate.
more than 10% of the value of the Fund's net assets would be so invested.
The Fund will not enter into time deposits maturing in more than seven days
and time
-7-
<PAGE>
deposits maturing from two business through seven calendar days will not
exceed 10% of the Fund s total assets.
5. Write, purchase or sell puts, calls or combinations thereof;
6. Make loans to any officer, Trustee or employee of the Trust or to any
officer, director or employee of MassMutual, or to MassMutual;
7. Purchase or sell real estate or interests in real estate, although the
Fund may purchase and sell marketable securities secured by, or of
companies investing or dealing in, real estate;
8. Purchase securities of investment companies except as permitted under
the Investment Company Act of 1940, as amended (the "1940 Act").
9. Invest more than 25% of its assets in investments in any particular
industry or industries (including banking), except to the extent the Index
also is so concentrated.
10. Make loans, except through the acquisition of bonds, debentures,
notes, commercial paper, bankers' acceptances or other evidences of
indebtedness in which the Fund is authorized to invest. However, the Fund
may lend portfolio securities with respect to not more than 10% of the
total assets of the Fund taken at current value.
11. Issue senior securities, except to evidence borrowings permitted by
investment restriction (3) described above.
In addition to the investment restrictions adopted as fundamental policies
set forth above, the Fund operates with certain non-fundamental policies which
may be changed by vote of a majority of the Board members at any time. The Fund
may not sell securities short, but reserves the right to sell securities short
against the box. If a percentage restriction is adhered to at the time of
investment, a later change in percentage resulting from a change in values or
assets will not constitute a violation of such restriction.
IV. MANAGEMENT OF MML TRUST
MML Trust has a Board of Trustees, a majority of whom are not "Interested
Persons" as defined in the 1940 Act. The Board of Trustees has established an
Advisory Board that has advisory functions only as to investments made by MML
Trust. Trustees of MML Trust, members of the Advisory Board, and principal
officers of MML Trust are listed below together with information on their age,
address, positions with MML Trust, principal occupations during the past five
years and other principal business affiliations.
-8-
<PAGE>
GARY E. WENDLANDT* Chairman and Trustee of MML Trust
1295 State Street
Springfield, MA 01111
Age: 46
Chief Investment Officer (since 1993) and Executive Vice President,
MassMutual; Chairman and Chief Executive Officer, MassMutual Institutional
Funds; Chairman (since 1995), President (1983-1995) and Trustee, MassMutual
Corporate Investors; Chairman (since 1995), President (1988-1995) and
Trustee, MassMutual Participation Investors; Chairman (since 1996), Antares
Leveraged Capital Corp. (finance company); Chairman, HYP Management, Inc.
(managing members of MassMutual High Yield Business Partners LLC) and MMHC
Investment, Inc. (investor in MassMutual High Yield Partners LLC); Advisory
Board Member (since 1996), MassMutual High Yield Partners LLC (high yield
bond fund); President and Director (since 1995), DLB Acquisition
Corporation (holding company for investment advisers); President and Chief
Executive Officer (1994-1996), Director (1992-1996), Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of MassMutual
Holding Company); Director, Oppenheimer Acquisition Corporation (investment
advisory holding company); Supervisory Director, MassMutual/Carlson CBO
N.V. Inc. (collateralized bond fund); Director (since 1994), MassMutual
Corporate Value Partners Limited (investor in debt and equity securities)
and MassMutual Corporate Value Limited (parent of MassMutual Corporate
Value Partners Limited); Chairman (since 1994) and Director (since 1993),
MML Realty Management Corporation; Chairman (since 1994), Chief Executive
Officer (1994-1996), Cornerstone Real Estate Advisers, Inc. (wholly-owned
real estate investment adviser subsidiary of MassMutual Holding Trust);
Director, Merrill Lynch Derivative Products, Inc.; Chairman (1994-1995) and
Director (1993-1995), MML Real Estate Corporation.
RONALD J. ABDOW Trustee of MML Trust
1400 Elm Street
West Springfield, MA 01089
Age: 65
President, Abdow Corporation (operator of restaurants); General Partner,
Grove Investment Group (apartment building syndicator); Trustee, Abdow G&R
Trust and Abdow G&R Co. (owners and operators of restaurant properties);
Partner, Abdow Partnership, Abdow Auburn Associates, and Abdow Hazard
Associates (owners and operators of restaurant properties); Trustee (since
1994), MassMutual Institutional Funds (open-end investment company).
______________________________
* Trustee who is an "interested person" of MML Trust within the definition set
forth in Section 2(a)(19) of the 1940 Act.
-9-
<PAGE>
MARY E. BOLAND Trustee of MML Trust
67 Market Street
Springfield, MA 01102
Age: 57
Attorney at Law, Egan, Flanagan and Cohen, P.C. (law firm), Springfield,
MA; Director (since 1995), Trustee (until 1995), SIS Bank (formerly,
Springfield Institution for Savings); Trustee (since 1994), MassMutual
Institutional Funds (open-end investment company).
RICHARD G. DOOLEY* Vice Chairman and Trustee of MML Trust
1295 State Street
Springfield, Massachusetts
Age: 67
Consultant (since 1993), Executive Vice President and Chief Investment
Officer (1978-1993), MassMutual; Director (since 1996), Investment
Technology Group, Inc.; Director, The Advest Group, Inc. (financial
services holding company), Hartford Steam Boiler Inspection and Insurance
Co., New England Education Loan Marketing Corporation; Trustee, Kimco
Realty Corp. (shopping center ownership and management); Director (since
1993), Jefferies Group, Inc. (financial services holding company); Director
and Vice President, Oppenheimer Acquisition Corporation (investment
advisory holding company); Trustee (since 1996), MassMutual Institutional
Funds (open-end investment company); Vice Chairman (since 1995), Chairman
(1982-1995), MassMutual Corporate Investors, and Vice Chairman (since
1995), Chairman (1988-1995), MassMutual Participation Investors (closed-end
investment companies); Director (1992-1995), Chairman (1982-1992) Concert
Capital Management, Inc. (an indirect investment advisory subsidiary of
MassMutual); Director (1993-1995), Luxonen S.A. (Swedish investment fund);
Supervisory Director (1991-1995), MassMutual/Carlson CBO N.V. Inc.
(collateralized bond fund); Director (1984-1993), MML Real Estate
Corporation (real estate management subsidiary of MassMutual Holding
Company) and MML Realty Management Corporation (subsidiary of MassMutual
Holding Company to manage real estate projects).
______________________________
* Trustee who is an "interested person" of MML Trust within the definition
set forth in Section 2(a)(19) of the 1940 Act.
-10-
<PAGE>
F. WILLIAM MARSHALL, JR. Trustee of MML Trust
1441 Main Street
Springfield, MA 01102-3034
Age: 55
President, Chief Executive Officer and Director (since 1993), SIS Bank
(formerly, Springfield Institution for Savings); Chairman and Chief
Executive Officer (1990-1993), Bank of Ireland First Holdings, Inc. and
First New Hampshire Banks; Trustee (since 1996), MassMutual Institutional
Funds (open-end investment company).
CHARLES J. MCCARTHY Trustee of MML Trust
181 Eton Road
Longmeadow, MA 01106
Age: 73
Proprietor, Synectics Financial Company (venture capital activities,
business consulting and investments); Trustee (since 1994), MassMutual
Institutional Funds (open-end investment company).
JOHN H. SOUTHWORTH Trustee of MML Trust
195 Eton Road
Longmeadow, MA 01106
Age: 69
Chairman (since 1993) and President (1984-1992), Southworth Company
(manufacturer of paper and calendars); Director (since 1995), Trustee
(until 1995), SIS Bank (formerly, Springfield Institution for Savings);
Trustee (since 1994), MassMutual Institutional Funds (open-end investment
company).
RICHARD H. AYERS Advisory Board Member
1000 Stanley Drive
New Britain, CT 06053
Age: 54
Adviser to Chairman (since 1997), Chairman and Chief Executive Officer
(1989-1996) and Director (since 1985), The Stanley Works (manufacturer of
tools, hardware and specialty hardware and specialty hardware products);
Director (since 1986), Southern New England Telecommunications Corp.;
Director, (since 1988) Perkin-Elmer Corp.; Trustee (since 1996), MassMutual
Institutional Funds (open-end investment company).
-11-
<PAGE>
DAVID E. A. CARSON Advisory Board Member
850 Main Street
Bridgeport, CT 06604
Age: 62
President and Chief Executive Office, People's Bank; Director, United
Illuminating Co.; Trustee, American Skandia Trust (open-end investment
company); Trustee (since 1996), MassMutual Institutional Funds (open-end
investment company).
RICHARD W. GREENE Advisory Board Member
University Of Rochester
Rochester, NY 14627
Age: 61
Executive Vice President and Treasurer (since 1986), University of
Rochester (private university); Trustee (since 1996), MassMutual
Institutional Funds (open-end investment company).
BEVERLY C. L. HAMILTON Advisory Board Member
515 South Flower Street
Los Angeles, CA 90071
Age: 50
President, ARCO Investment Management Co.; Vice President, Atlantic
Richfield Company; Director (since 1992), Connecticut Natural Gas;
Director, Emerging Markets Growth Fund (closed-end investment company);
Trustee (since 1996), MassMutual Institutional Funds (open-end investment
company).
STUART H. REESE President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 41
Executive Director (since 1997) Senior Vice President (1993-1997),
MassMutual; President (since 1995), Executive Vice President (1993-1995),
MassMutual Corporate Investors and MassMutual Participation Investors
(closed-end investment companies); Director (since 1996), Antares Leveraged
Capital Corp. (finance company); President and Director (since 1996), HYP
Management Inc. (managing member of MassMutual High Yield Partners LLC),
and MMHC Investment Inc. (investor in MassMutual High Yield Partners LLC);
President (since 1995), MassMutual Institutional Funds (open-end investment
company); Director (since 1994), MassMutual Corporate Value Partners
Limited (investor in debt and equity securities) and MassMutual Corporate
Value Limited (parent of MassMutual Corporate Value Partners Limited);
Supervisory Director (since
-12-
<PAGE>
1994), MassMutual/Carlson CBO N.V. Inc. (collateralized bond fund);
Director (since 1994), Pace Industries (aluminum die caster); Vice
President and Managing Director (1990-1992), Capital Markets Group of Aetna
Life & Casualty Company; Chairman and President (1990-1993), Aetna
Financial Services, Inc.
HAMLINE C. WILSON Vice President and Chief Financial
1295 State Street Officer of MML Trust
Springfield, MA 01111
Age: 59
Senior Managing Director (since 1996), Vice President and Managing Director
(1989-1996), MassMutual; Vice President and Chief Financial Officer (since
1994), MassMutual Institutional Funds (open-end investment company),
MassMutual Corporate Investors and MassMutual Participation Investors
(closed-end investment companies); Investment Officer (since 1992), Vice
President (1983-1992), Concert Capital Management, Inc.
STEPHEN L. KUHN Vice President and Secretary
1295 State Street of MML Trust
Springfield, MA 01111
Age: 50
Vice President and Associate General Counsel, MassMutual; Vice President
and Secretary, MassMutual Institutional Funds, MassMutual Participation
Investors and MassMutual Corporate Investors; President, MassMutual/Carlson
CBO N.V. Inc. (collateralized bond fund); Assistant Secretary (since 1996),
Antares Leveraged Capital Corp.; Chief Legal Officer and Assistant
Secretary (since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Assistant Clerk (1994-1996), Chief Legal Officer
(1993-1996), and Clerk (1992-1994), Concert Capital Management, Inc.
MARY E. WILSON Senior Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 43
Senior Managing Director (since 1996), Vice President and Managing Director
(1991-1996), MassMutual; Senior Vice President (since 1996), HYP
Management, Inc. (managing member of MassMutual High Yield Partners LLC)
and MMHC Investment, Inc. (investor in MassMutual High Yield Partners LLC);
Vice President, MassMutual Participation Investors; Vice President (since
1992), MassMutual Corporate Investors; Vice President (1991-1995)
Oppenheimer Investment Grade Bond Fund.
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<PAGE>
NANCY S. MUISE Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 47
Second Vice President, MassMutual.
RAYMOND B. WOOLSON Treasurer of MML Trust
1295 State Street
Springfield, MA 01111
Age: 38
Managing Director (since 1996), Second Vice President (1992-1996),
Director/Fund Account Administration (1989-1992), MassMutual; Treasurer,
MassMutual Corporate Investors, MassMutual Participation Investors and
MassMutual Institutional Funds; Second Vice President (since 1994),
MassMutual Holding Company; Vice President and Chief Financial Officer
(since 1996), HYP Management, Inc. (managing member of MassMutual High
Yield Partners LLC) and MMHC Investment Inc. (investor in Mass Mutual High
Yield Partners LLC).
MARK ACKERMAN Comptroller of MML Trust
1295 State Street
Springfield, Ma 01111
Age: 31
Investment Director (since 1994), Associate Director (1990-1994),
MassMutual; Associate Treasurer (since 1995), MassMutual Participation
Investors and MassMutual Corporate Investors; Associate Treasurer (since
1995), MassMutual Institutional Funds (open-end investment company).
The Trustees and officers of MML Trust named above, as a group, own less than
one percent of the shares of both the Trust and the Fund.
MML Trust's Declaration of Trust provides that MML Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with MML
Trust, except if it is determined in the manner specified in the Declaration of
Trust that they have not acted in good faith in the reasonable belief that their
actions were in the best interests of MML Trust or that such indemnification
would relieve any Trustee or officer of any liability to MML Trust or its
shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his or her duties.
The following table discloses actual compensation paid to non-interested
Trustees during the 1996 fiscal year and members of the Advisory Board. MML
Trust paid no compensation to any of its officers. MML Trust has no pension or
retirement plan, but does have a deferred
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<PAGE>
compensation plan. One Trustee elected in 1994 to receive these benefits over a
three year period, beginning in 1994 when he became 67 years old. All of the
non-interested Trustees and the members of the Advisory Board also serve as
Trustees of one other investment company managed by MassMutual.
COMPENSATION TABLE
FOR THE FISCAL YEAR COMPLETED DECEMBER 31, 1996
<TABLE>
<CAPTION>
TOTAL
DEFERRED ESTIMATED COMPEN-
AGGREGATE COMPENSATION ANNUAL SATION
COMPEN- PLAN BENEFITS BENEFITS FROM
SATION FROM ACCRUED AS UPON MML
NAME/POSITION MML TRUST PART OF MML RETIRE- TRUST AND
TRUST EXPENSES MENT FUND
COMPLEX
====================================================================================
<S> <C> <C> <C> <C>
RONALD J. ABDOW, TRUSTEE $16,000 N/A N/A $16,000
- ------------------------------------------------------------------------------------
MARY E. BOLAND, TRUSTEE $16,000* N/A N/A $16,000*
- ------------------------------------------------------------------------------------
WILLIAM F. MARSHALL, TRUSTEE $11,333 N/A N/A $11,333
- ------------------------------------------------------------------------------------
CHARLES J. MCCARTHY, TRUSTEE $17,000 N/A N/A $17,000
- ------------------------------------------------------------------------------------
JOHN H. SOUTHWORTH, TRUSTEE $17,000 $2,310 $39,245 $58,555
- ------------------------------------------------------------------------------------
RICHARD H. AYERS, $ 4,000 N/A N/A $4,000
ADVISORY BOARD MEMBER
- ------------------------------------------------------------------------------------
DAVID E.A. CARSON, $ 4,000 N/A N/A $4,000
ADVISORY BOARD MEMBER
- ------------------------------------------------------------------------------------
RICHARD W. GREENE, $ 4,000 N/A N/A $4,000
ADVISORY BOARD MEMBER
- ------------------------------------------------------------------------------------
BEVERLY C. L. HAMILTON, $ 4,000 N/A N/A $4,000
ADVISORY BOARD MEMBER
====================================================================================
</TABLE>
- ----------------
*$8,000 of this amount was paid by MassMutual.
-15-
<PAGE>
V. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Upon the consummation of the offering contemplated hereby, MassMutual and MML
Bay State will be the owners of record of all of the outstanding shares of the
Fund and could be deemed to control the Fund. However, certain owners of
variable life insurance contracts that depend upon the investment performance of
the Fund will have the right to instruct MassMutual and MML Bay State as to how
shares of the Fund deemed attributable to their contracts shall be voted.
MassMutual and MML Bay State generally are required to vote shares attributable
to such contracts but for which no instructions were received, in proportion to
those votes for which instructions were received. MassMutual's address is 1295
State Street, Springfield, Massachusetts 01111. MML Bay State's address is 1295
State Street, Springfield, Massachusetts 01111.
VI. INVESTMENT MANAGEMENT AND OTHER SERVICES
MassMutual serves as investment manager of the Fund pursuant to an investment
management agreement between MassMutual and MML Trust on behalf of the Fund (the
"Investment Management Agreement"). Under the Investment Management Agreement,
MassMutual is authorized to engage in portfolio transactions on behalf of the
Fund, subject to such general or specific instructions as may be given by the
Board of Trustees of MML Trust. The Investment Management Agreement also
provides that MassMutual will perform all administrative functions relating to
the Fund and will bear all expenses of the Fund except: (1) taxes and corporate
fees payable to government agencies; (2) brokerage commissions 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
Trustees of MML Trust who are not interested persons, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), of the Advisers or
MML Trust; (5) fees and expenses of the MML Trust's Advisory Board Members; (6)
fees of the Fund's independent certified public accountants; and (7) any
required trademark licensing fees. Under the Investment Management Agreement,
the Fund pays MassMutual a quarterly fee based on the average daily net assets
of the Fund at the annual rate of [.40% of the first $100,000,000 of average
daily net asset value of the Fund; .38% of the next $150,000,000 and .36% of any
net assets thereafter.]
The Investment Management Agreement with the Fund may be terminated by the Board
of Trustees of MML Trust, or by vote of a majority of the outstanding shares of
the Fund, or by MassMutual. Such termination requires 60 days' written notice to
be given and may be effected without the payment of any penalty. In addition,
such agreement automatically terminates: (1) unless its continuance is
specifically approved at least annually by the affirmative vote of a majority of
the Board of Trustees of MML Trust, which affirmative vote shall include a
majority of the members of the Board who are not interested persons (as defined
in the Investment Company Act of 1940 as amended) of the Advisers or of MML
Trust, or (2) upon its assignment.
-16-
<PAGE>
The Investment Management Agreement also provides that its continuance will be
submitted to the shareholders of the Fund in the event the use of the initials
"MML" is withdrawn from the Fund by MassMutual.
As permitted by the Investment Management Agreement, MassMutual has entered into
an investment sub-advisory agreement with Mellon Equity (the "Sub-Advisory
Agreement") whereby Mellon Equity agreed to serve as the Fund's investment sub-
adviser, providing day-to-day management of the Fund's investments. MassMutual
is ultimately responsible for providing investment advice to the Fund and will
continue to provide administrative and non-investment advisory services to the
Fund. For the investment advisory services Mellon Equity provides with respect
to the Fund, MassMutual pays Mellon Equity a monthly fee equal to an annual rate
of [.09% of the first $100,000,000 of the average daily net asset value of the
Fund; .07% of the next $150,000,000 and .05% on net any assets thereafter.] The
Sub-Advisory Agreement will terminate automatically upon its assignment or upon
the termination of the Investment Management Agreement by Mellon Equity upon 90
days' written notice or by the Fund or MassMutual upon 60 days' written notice
or by liquidation of the Fund.
As of December 31, 1991 Mellon Equity Associates became a Pennsylvania Business
Trust. Mellon Bank N.A. holds a 99% beneficial interest in Mellon Equity and
provides accounting services, record keeping and marketing services to Mellon
Equity. MMIP, Inc. holds a 1% beneficial interest in Mellon Equity. Mellon
Equity is also an indirect wholly-owned subsidiary of Mellon Bank Corporation.
Boston Safe Deposit and Trust Company, an indirect subsidiary of Mellon Bank
Corporation, acts as Custodian to the Fund. Boston Safe Deposit and Trust
Company is located at One Boston Place, Boston, Massachusetts 02108. Under its
Custody Agreement with the Fund, Boston Safe Deposit and Trust Company holds the
Fund's portfolio securities and keeps all necessary accounts and records.
Pursuant to the Sub-Advisory Agreement, the Custodian's fees for its services to
the Fund will be paid by Mellon Equity.
First Data Investor Services Group, Inc., located at 4400 Computer Drive,
Westborough, Massachusetts 01581 will provide fund accounting services for the
Fund.
VII. PORTFOLIO TRANSACTIONS
The Fund has no obligation to deal with any dealer or group of dealers in the
execution of transactions in portfolio securities. The Fund's Investment
Management Agreement with MassMutual provides that MassMutual will follow such
practices in placing portfolio transactions for the Fund as may from time to
time be set forth in its Prospectus or specified by
-17-
<PAGE>
the Board of Trustees of MML Trust. Consistent with this agreement, the present
policy of the Fund and the Advisers is that the Advisers, in placing brokerage
transactions for the Fund, are to seek best execution by responsible brokerage
firms at reasonably competitive commission rates. Mellon Equity will not
consider the provision of brokerage research services (as such term is defined
in Section 28(e) of the Securities Exchange Act of 1934, as amended) in
allocating brokerage transactions for the Fund.
By virtue of the Sub-Advisory Agreement, Mellon Equity is subject to the same
rights, obligations and procedures that apply to MassMutual pursuant to its
Investment Management Agreement with the Fund. Mellon Equity assumes general
supervision over placing orders on behalf of the Fund for the purchase or sale
of portfolio securities. Allocation of brokerage transactions, including their
frequency, is made in the best judgment of Mellon Equity. The primary
consideration is to obtain executions at the most favorable and reasonable
commission rates in relation to the benefits received. Mellon Equity attempts to
achieve these results by choosing brokers to execute transactions based on (1)
their professional capabilities (including use of capital, clearance, and
settlement procedures, and participation in underwritings and corporate finance
issues), (2) the value and quality of their services, and (3) the comparative
brokerage commission rates which they offer.
Portfolio turnover will result from changes in the composition of the Index and
from purchases and redemptions of Fund shares and the reinvestment of Fund
dividends. Portfolio turnover may vary from year to year, as well as within a
year. High turnover rates are likely to result in comparatively greater
brokerage expenses. The overall reasonableness of brokerage commissions paid is
evaluated by Mellon Equity based upon its knowledge of available information as
to the general level of commissions paid by other institutional investors for
comparable services. The allocation of orders among brokers and the commission
rates paid are reviewed periodically by the Board of Trustees of MML Trust.
Purchases and sales of equity securities on a securities exchange are effected
through brokers who charge a negotiated commission for their services. Orders
may be directed to any broker, to the extent and in the manner permitted by
applicable law. In the over-the-counter market, securities are generally traded
on a "net" basis with dealers acting as principal for their own accounts without
a stated commission, although the price of the security usually includes a
profit to the dealer. In underwritten offerings, securities are purchased at a
fixed price that includes an amount of compensation to the underwriter,
generally referred to as the underwriter's concession or discount.
Except in the case of equity securities purchased by the Fund, purchases and
sales of securities usually will be principal transactions. Portfolio securities
normally will be purchased from or sold to dealers serving as market makers for
the securities at a net price. The Fund may purchase securities directly from
the issuer. Generally, money market securities are traded on a net basis
-18-
<PAGE>
and do not involve brokerage commissions. The cost of the Fund's investment
portfolio securities transactions will consist primarily of dealer spreads and
underwriting commissions.
Purchase and sale orders of the securities held by the Fund may be combined with
those of other investment companies and accounts which attempt to track an
equity index that Mellon Equity manages, and for which it has brokerage
placement authority, in the interest of seeking the best overall terms. When
Mellon Equity determines that a particular security should be bought or sold for
the Fund and other accounts managed by Mellon Equity, Mellon Equity undertakes
to allocate those transactions among the participants equitably.
Under the 1940 Act, persons affiliated with the Fund such as MassMutual, Mellon
Equity and, in some cases, their affiliates are prohibited from dealing with the
Fund as a principal in the purchase and sale of securities unless an exemptive
order allowing such transactions is obtained from the SEC or an exemption is
otherwise available.
IX. CAPITAL SHARES
Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for obligations of MML Trust. However, MML Trust's
Declaration of Trust disclaims liability of the shareholders, Trustees, or
officers of MML Trust for acts or obligations of MML Trust, which are binding
only on the assets and property of MML Trust, and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by MML Trust or the Trustees of MML Trust. The Declaration of Trust
provides for indemnification out of MML Trust property for all loss and expense
of any shareholder held personally liable for the obligations of MML Trust.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which MML Trust itself
would be unable to meet its obligations. Management believes that in view of the
above the risk of personal liability to shareholders is remote.
X. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED
MML Trust is a no-load mutual fund. Fund shares are sold at their net asset
value as next computed after receipt of the purchase order, without the addition
of any selling commission or "sales load." The Fund redeems its shares at their
net asset value as next computed after receipt of the request for redemption.
The redemption price may be paid in cash or wholly or partly in kind if MML
Trust's Board of Trustees determine that such payment is advisable in the
interest of the remaining shareholders. In making such payment wholly or partly
in kind, the Fund will, as far as may be practicable, deliver securities or
property which approximate the diversification of its entire assets at the time.
No fee is charged on redemption. The redemption price may be more or less than
the shareholder's cost. Redemption payments will be paid within seven days
-19-
<PAGE>
after receipt of the written request therefor by the Fund, except that the right
of redemption may be suspended or payments postponed when permitted by
applicable law and regulations.
The net asset value of the Fund's shares is determined once daily as of the
close of the New York Stock Exchange on each day on which the Exchange is open
for trading (currently 4:00 p.m. for normal trading). The New York Stock
Exchange is not open for trading on New Year's Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day and on occasion is closed early or entirely due to weather or
other conditions. The net asset value of the Fund share is the total net asset
value of the Fund divided by the number of its shares outstanding. The total net
asset value of the Fund is determined by computing the value of the total assets
of the Fund and deducting total liabilities, including accrued liabilities.
The manner of determining the value of the total assets of the Fund is briefly
discussed below. Equity securities are valued on the basis of valuations
furnished by a pricing service, authorized by the Board of Trustees, which
provides the last reported sale price for securities which are listed on a
national securities exchange, on the NASDAQ national market system, or which are
unlisted. If there is no reported sale price, the bid price of the prior trade
date will be used. Debt obligations with less than one year but more than sixty
days to maturity are valued on the basis of their market value, and debt
obligations having a maturity of sixty days or less are generally valued at
amortized cost when the Board of Trustees of MML Trust believes that amortized
cost approximates market value. In all other cases, assets (including restricted
securities) are valued at their fair value as determined in good faith by the
Board of Trustees of MML Trust, although the actual calculations may be made by
persons acting pursuant to the direction of the Board.
Futures contracts are valued based on the market price for the futures contract,
unless such price does not reflect the fair value of the contract, in which case
it will be valued by or under the direction of the Board of Trustees of MML
Trust.
XI. TAX STATUS
It is the policy of the Fund to comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies. As a result, the Fund
will not be subject to federal income tax on any distributed net income or
capital gains. To meet these requirements, the Fund must, among other things,
(a) derive at least 90% of its gross income from dividends, interest, payments
with respect to certain securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies, or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies; (b) derive less than 30% of its gross income from the sale or the
other disposition of securities and certain other assets held less than three
months; (c) diversify its holdings so that, at the close of each quarter of its
taxable year, (i) at least 50% of the value of
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<PAGE>
its total assets consists of cash, cash items, U.S. government securities,
securities of other regulated investment companies, and other securities limited
generally with respect to any one issuer to a value not greater than 5% of the
total assets of the Fund and to not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any issuer (other than U.S. government
securities or securities of other regulated investment companies); and (d)
distribute in or with respect to each taxable year at least 90% of its dividend,
interest and certain other income (including, in general, net short-term capital
gains) for such year.
The Treasury Department has issued Regulations under Internal Revenue Code
Section 817(h) that pertain to diversification requirements for variable life
insurance contracts. A variable contract based upon a separate account will not
receive favorable tax treatment as a life insurance contract unless the separate
account and underlying regulated investment company investments are adequately
diversified. In determining whether a separate account is adequately
diversified, in certain circumstances the separate account can look through to
the assets of the regulated investment company in which it has invested.
The Regulations require the Fund's assets to be diversified so that no single
investment represents more than 55% of the value of the Fund's total assets, no
two investments represent more than 70% of the Fund's total assets, no three
investments represent more than 80% of the Fund's total assets and no four
investments represent more than 90% of the Fund's total assets. A "safe harbor"
is available to a separate account if it meets the diversification tests
applicable to registered investment companies and not more than 55% of its
assets constitute cash, cash items, government securities and securities of
other registered investment companies.
The applicable Regulations treat all securities of the same issuer as a single
investment. In the case of "government securities", each government agency or
instrumentality shall be treated as a separate issuer for the purpose of the
diversification test (although not for the purpose of the "safe harbor" test
described above). MML Trust intends to comply with these diversification
requirements.
The Fund intends to declare capital gain and ordinary income dividends by the
end of each calendar year and to distribute such dividends no later than January
31 of the following year to the extent necessary to avoid the 4% excise tax on
undistributed regulated investment company income enacted by the Tax Reform Act
of 1986. The 4% excise applies to the excess of the required distribution for
the calendar year over the amount treated as distributed for that year. The
required distribution equals 98% of the Fund's ordinary income for the calendar
year plus 98% of its capital gain net income for the one year period ending
October 31 (or December 31, if the fund so elects) and any shortfall of income
or gains from the prior year not previously so distributed.
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<PAGE>
XII. CERTAIN TAX AND ACCOUNTING INFORMATION
As previously indicated, it is the policy of the Fund to meet the requirements
of the Internal Revenue Code to qualify as a regulated investment company under
the federal tax law. One of these requirements is that less than 30% of its
gross income can be derived from gains from the sale or other disposition of
certain assets (including securities) held for or considered under Internal
Revenue Code rules to have been held for less than three months. Accordingly,
the Fund will be restricted in selling newly acquired positions, engaging in
certain option writing activities and certain hedging activities.
Special rules (including mark-to-market, straddle and wash sale rules) exist for
determining the timing of recognition of income or loss, the character of such
income or loss, and the holding periods of certain of the Fund's assets in the
case of certain transactions involving futures contracts, forward contracts and
options. MML Trust will endeavor to make any available elections pertaining to
such transactions in a manner believed to be in the best interest of MML Trust.
XIII. INVESTMENT PERFORMANCE
The Fund may advertise its total return and its holding period return. Total
return quotations will be based upon a stated period and will be computed by
finding the average annual compounded rate of return over the stated period that
would equate an initial amount invested to the ending redeemable value of the
investment (assuming reinvestment of all distributions), according to the
following formula:
P(1+T)/n/=ERV Where: P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value at the end of the
stated period of a hypothetical $1,000 payment made
at the beginning of the stated period.
Holding period return will be based upon a stated period and will be computed by
dividing the ending redeemable value of a hypothetical investment by the value
of the initial investment (assuming reinvestment of all distributions). Each
investment performance figure will be carried to the nearest hundredth of one
percent. These investment performance figures do not reflect charges imposed by
the separate investment accounts invested in the Fund which, if included, would
decrease the performance figures.
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<PAGE>
XIV. INDEPENDENT AUDITORS
Coopers & Lybrand L.L.P. is the Fund's independent accountant, providing audit
and tax return preparation services and assistance and consultation in
connection with review of various SEC filings.
XV. COUNSEL
Ropes & Gray, One International Place, Boston, Massachusetts 02110, as counsel
for the Trust, has rendered its opinion as to certain legal matters regarding
the due authorization and valid issuance of the shares being sold pursuant to
the Fund's Prospectus.
THE NAME MML SERIES INVESTMENT FUND IS THE DESIGNATION OF TRUSTEES UNDER AN
AGREEMENT AND DECLARATION OF TRUST DATED DECEMBER 19, 1984, AS AMENDED FROM TIME
TO TIME. THE OBLIGATIONS OF SUCH TRUST ARE NOT PERSONALLY BINDING UPON, NOR
SHALL RESORT BE HAD TO THE PROPERTY OF, ANY OF THE TRUSTEES, SHAREHOLDERS,
OFFICERS, EMPLOYEES OR AGENTS OF SUCH TRUST, BUT MML TRUST'S PROPERTY ONLY SHALL
BE BOUND.
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<PAGE>
APPENDIX
SECURITIES RATINGS
This is a description of Standard & Poor's Ratings Group ("S&P") and Moody's
Investors Service, Inc. ("Moody's") commercial paper and bond ratings:
I. COMMERCIAL PAPER RATINGS:
S&P COMMERCIAL PAPER RATINGS--are graded into four categories, ranging from 'A'
for the highest quality obligations to 'D' for the lowest. 'A' Issues assigned
the highest rating are regarded as having the greatest capacity for timely
payment. Issues in this category are delineated with the numbers 1, 2, and 3 to
indicate the relative degree of safety. The A-1 category is described as
follows:
"A-1": This designation indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus (+) sign
designation.
MOODY'S COMMERCIAL PAPER RATINGS--employs three designations, all judged to be
investment grade, to indicate the relative repayment ability of rated issuers.
The highest designation is as follows:
PRIME-1: Issuers rated Prime-1 (or related supporting institutions) have
a superior ability for repayment of senior short-term debt obligations.
Prime-1 repayment ability will often be evidenced by many of the following
characteristics:
. Leading market positions in well-established industries.
. High rates of return on funds employed.
. Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
. Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
. Well established access to a range of financial markets and assured
sources of alternate liquidity.
A1
<PAGE>
II. BOND RATINGS
S&P DESCRIBES ITS TWO HIGHEST RATINGS FOR CORPORATE DEBT AS FOLLOWS:
A: AAA--Debt rated AAA has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small
degree.
The ratings from AA to CCC may be modified by the addition of a plus or minus
sign to show relative standing within the major rating categories.
MOODY'S DESCRIBES ITS TWO HIGHEST CORPORATE BOND RATINGS AS FOLLOWS:
Aaa--Bonds which are rated AAA are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
Aa--Bonds which are rated AA are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long term risks appear somewhat
larger than the Aaa securities.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
A2
<PAGE>
PART C: OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
Not Applicable
(B) EXHIBITS:
Exhibit 1: Registrant's Agreement and Declaration of Trust, as restated May
14, 1993, incorporated by reference to Exhibit 1 of Post-Effective
Amendment No. 32 to Registrant's Registration Statement on Form N-
1A.
Exhibit 2: Registrant's By-Laws, as amended and restated August 6, 1993,
incorporated by reference to Exhibit 2 of Post-Effective Amendment
No. 32 to Registrant's Registration Statement on Form N-1A.
Exhibit 3: Not Applicable.
Exhibit 4: Not Applicable.
Exhibit5(a) Form of Investment Management Agreement between MML Series
Investment Fund (the "Trust"), on behalf of the MML Equity Index
Fund (the "Fund"), and Massachusetts Mutual Life Insurance Company
("MassMutual").
Exhibit 5(b) Form of Investment Sub-Advisory Agreement between MassMutual and
Mellon Equity Associates.
Exhibit 6: Not Applicable.
Exhibit 7: Not Applicable.
Exhibit 8: Form of Custodian Agreement between the Trust, on behalf of the
Fund and Boston Safe Deposit and Trust Company.
Exhibit 9: Not Applicable.
Exhibit 10: Opinion of counsel as to the legality of shares being registered.
Exhibit 11: Not Applicable
Exhibit 12: Not Applicable.
Exhibit 13: Not Applicable.
Exhibit 14: Not Applicable.
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Exhibit 15: Not Applicable.
Exhibit 16: Not Applicable.
Exhibit 17: Not Applicable.
Exhibit 18: Not Applicable.
ITEM 25: PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
------------------------------------------------------------
At the date of this Post-Effective Amendment, Registrant did not, directly
or indirectly, control any person. Registrant was organized by MassMutual
primarily for the purpose of providing a vehicle for the investment of assets of
various separate investment accounts established by MassMutual and life
insurance company subsidiaries of MassMutual. The assets in such separate
accounts are, under state law, assets of the life insurance companies which have
established such accounts. Thus, at any time MassMutual and its life insurance
company subsidiaries will own such outstanding shares of Registrant's series as
are purchased with separate account assets; however, where required to do so,
MassMutual and its subsidiaries will vote such shares only in accordance with
instructions received from owners of the contracts pursuant to which sums are
placed in such separate accounts. The following entities are, or may be deemed
to be, controlled by MassMutual through the direct or indirect ownership of such
entities' stock.
1. MassMutual Holding Company, a Delaware corporation, all the stock of which
is owned by MassMutual.
2. MML Series Investment Fund, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares of which are
owned by separate accounts of MassMutual and companies controlled by
MassMutual.
3. MassMutual Institutional Funds, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares are owned by
MassMutual.
4. MML Bay State Life Insurance Company, a Missouri corporation, all the stock
of which is owned by MassMutual.
5. MassMutual of Ireland, Ltd., incorporated in the Republic of Ireland, to
operate a group life and health claim office for MassMutual, all of the
stock of which is owned by MassMutual.
6. CM Assurance Company, a Connecticut life, accident, disability and health
insurer, all the stock of which is owned by MassMutual.
7. CM Benefit Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.
8. C.M. Life Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.
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<PAGE>
9. MML Distributors, LLC, formerly known as Connecticut Mutual Financial
Services, LLC, a registered broker-dealer incorporated as a limited
liability company in Connecticut. MassMutual has a 99% ownership interest
and G.R. Phelps & Co. has a 1% ownership interest.
10. Panorama Series Fund, Inc., a registered open-end investment company
organized as a Maryland corporation. Shares of the fund are sold only to
MassMutual and its affiliates.
11. MassMutual Holding Trust I, a Massachusetts business trust, which acts as a
holding company for certain MassMutual subsidiaries and affiliates, all of
the stock of which is owned by MassMutual Holding Company.
12. MassMutual Holding Trust II, a Massachusetts business trust, which acts as
a holding company for certain MassMutual subsidiaries and affiliates, all
of the stock of which is owned by MassMutual Holding Company.
13. MassMutual Holding MSC, Inc., a Massachusetts corporation, which acts as a
holding company for certain MassMutual subsidiaries and affiliates, all of
the stock of which is owned by MassMutual Holding Company.
14. MML Investors Services, Inc., registered broker-dealer incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding
Company.
15. G.R. Phelps & Company, Inc., Connecticut corporation which formerly
operated as a securities broker-dealer, all the stock of which is owned by
MassMutual Holding Company.
16. MassMutual International, Inc., a Delaware corporation that acts as a
holding company of and provides services to international insurance
companies, all of the stock of which is owned by MassMutual Holding
Company.
17. MassLife Seguros de Vida S.A. (Argentina), a life insurance company
incorporated in Argentina. MassMutual International Inc. owns 99.99% of the
outstanding capital stock of MassLife Seguros de Vida S.A.
18. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity real estate
advisory corporation, all the stock of which is owned by MassMutual Holding
Trust I.
19. DLB Acquisition Corporation ("DLB") is a Delaware corporation, which
serves as a holding company for certain investment advisory subsidiaries of
MassMutual. MassMutual Holding Trust I owns 83.7% of the outstanding
capital stock of DLB.
20. Oppenheimer Acquisition Corporation ("OAC") is a Delaware corporation,
which serves as a holding company for OppenheimerFunds, Inc. MassMutual
Holding Trust I owns 86% of the capital stock of OAC
21. Antares Leveraged Capital Corp., a Delaware corporation that operates as a
finance company, all of the stock of which is owned by MassMutual Holding
Trust I.
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<PAGE>
22. Charter Oak Capital Management, Inc., a Delaware corporation that operates
as an investment manager. MassMutual Holding Trust I owns 80% of the
capital stock of Charter Oak.
23. MML Realty Management Corporation, a property manager incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding Trust
II.
24. Westheimer 335 Suites, Inc., was incorporated in Delaware to serve as a
general partner of the Westheimer 335 Suites Limited Partnership.
MassMutual Holding Trust II owns all the stock of Westheimer 335 Suites,
Inc.
25. CM Advantage, Inc., a Connecticut corporation that acts as a general
partner in real estate limited partnerships. MassMutual Holding Trust II
owns all of the outstanding stock.
26. CM International, Inc., a Delaware corporation that holds a mortgage pool
and issues collateralized bond obligations. MassMutual Holding Trust II
owns all the outstanding stock of CM International, Inc.
27. CM Property Management, Inc., a Connecticut real estate holding company,
all the stock of which is owned by MassMutual Holding Trust II.
28. Urban Properties, Inc., a Delaware real estate holding and development
company, all the stock of which is owned by MassMutual Holding Trust II.
29. MMHC Investment, Inc., a Delaware corporation which is a passive investor
in MassMutual High Yield Partners LLC. MassMutual Holding Trust II owns
all the outstanding stock of MMHC Investment, Inc.
30. HYP Management, Inc., a Delaware corporation which is the LLC Manager for
MassMutual High Yield Partners LLC and owns 1.28% of the LLC units of such
entity. MassMutual Holding Trust II owns all the outstanding stock of HYP
Management, Inc.
31. MassMutual Corporate Value Limited, a Cayman Islands corporation that owns
approximately 90% of MassMutual Corporate Value Partners Limited.
MassMutual Holding MSC, Inc. owns 46.19% of the outstanding capital stock
of MassMutual Corporate Value Limited.
32. MassMutual International (Bermuda) Ltd., a Bermuda life insurance company,
all of the stock of which is owned by MassMutual International Inc.
33. MassMutual Internacional (Chile) S.A. a Chilean corporation, which operates
as a holding company. MassMutual International Inc. owns 99% of the
outstanding shares and MassMutual Holding Company owns the remaining 1% of
the shares.
34. MassMutual International (Luxembourg) S.A. a Luxembourg corporation, which
operates as an insurance company. MassMutual International Inc. owns 99%
of the outstanding shares and MassMutual Holding Company owns the remaining
1% of the shares.
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<PAGE>
35. Mass Seguros de Vida S.A., a life insurance company incorporated in Chile.
MassMutual Holding Company owns 33.5% of the outstanding capital stock of
Mass Seguros de Vida S.A.
36. MML Insurance Agency, Inc., a licensed insurance broker incorporated in
Massachusetts, all of the stock of which is owned by MML Investors
Services, Inc.
37. MML Securities Corporation, a Massachusetts securities corporation, all of
the stock of which is owned by MML Investors Services, Inc.
38. OppenheimerFunds, Inc., a registered investment adviser incorporated in
Colorado, all of the stock of which is owned by Oppenheimer Acquisition
Corporation
39. David L. Babson and Company, Incorporated, a registered investment adviser
incorporated in Massachusetts, all of the stock of which is owned by DLB
Acquisition Corporation.
40. Cornerstone Office Management, LLC, a Delaware limited liability company
that is 50% owned by Cornerstone Real Estate Advisers, Inc. and 50% owned
by MML Realty Management Corporation.
41. Westheimer 335 Suites Limited Partnership, a Texas limited partnership of
which Westheimer 335 Suites, Inc. is the general partner.
42. MassMutual High Yield Partners LLC, a Delaware limited liability company,
that operates as a high yield bond fund. MassMutual holds 5.28%, MMHC
Investment Inc. holds 35.99%, and HYP Management, Inc. hold 1.28% for a
total of 42.55% of the ownership interest in this company.
43 MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high yield bond fund. MassMutual Corporate Value
Limited holds an approximately 90% ownership interest in this company.
44. First Israel Mezzanine Investors, Ltd., an Israeli corporation which
operates as managing general partner of First Israel Mezzanine Investors
Fund, LP. MassMutual holds a 33% ownership interest in First Israel
Mezzanine Investors, Ltd.
45. First Israel Mezzanine Investors Fund, LP, a Delaware limited partnership,
of which MassMutual holds a 37.5% ownership interest.
46. MBD Mezzanine Investments, LLC, a Delaware limited liability company, which
operates as the participating general partner of First Israel Mezzanine
Investors Fund, LP. MassMutual holds a 33% ownership interest in MBD
Mezzanine Investments, LLC.
47. Diversified Insurance Services Agency of America, Inc. (Alabama), a
licensed insurance broker incorporated in Alabama. MML Insurance Agency,
Inc. owns all the shares of outstanding stock.
48. Diversified Insurance Services Agency of America, Inc. (Hawaii), a licensed
insurance broker incorporated in Hawaii. MML Insurance Agency, Inc. owns
all the shares of outstanding stock.
5
<PAGE>
49. MML Insurance Agency of Nevada, Inc., a Nevada corporation that operates as
an insurance broker, all of the stock of which is owned by MML Insurance
Agency, Inc.
50. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Ohio that operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. by means of a voting trust.
51. MML Insurance Agency of Texas, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Texas that operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. by means of a voting trust.
52. MML Insurance Agency of Mississippi, P.C., a Mississippi professional
corporation that operates as an insurance broker, all of the stock of which
is owned by MML Insurance Agency, Inc.
53. Origen Inversiones S.A., a Chilean corporation which operates as a holding
company. MassMutual Internacional (Chile) S.A. holds a 33.5% ownership
interest in this corporation.
54. Babson Securities Corporation, a registered broker-dealer incorporated in
Massachusetts, all of the stock of which is owned by David L. Babson and
Company, Incorporated.
55. Potomac Babson Incorporated, a Massachusetts corporation, is a registered
investment adviser. David L. Babson and Company Incorporated owns 60% of
the outstanding shares of Potomac Babson Incorporated.
56. Babson-Stewart-Ivory International, a Massachusetts general partnership,
which operates as a registered investment adviser. David L. Babson and
Company Incorporated holds a 50% ownership interest in the partnership.
57. Oppenheimer Value Stock Fund ("OVSF) is a series of Oppenheimer Integrity
Funds, a Massachusetts business trust. OVSF is a registered open-end
investment company of which MassMutual owns 40% of the outstanding shares
of beneficial interest.
58. Oppenheimer Series Fund I Inc., a Maryland corporation and a registered
open-end investment company of which MassMutual and its affiliates own
approximately 27% of the outstanding shares of beneficial interest.
59. Centennial Asset Management Corporation, a Delaware corporation that serves
as the investment adviser and general distributor of the Centennial Funds.
OppenheimerFunds, Inc. owns all the stock of Centennial Asset Management
Corporation.
60. HarbourView Asset Management Corporation, a registered investment adviser
incorporated in New York, all the stock of which is owned by
OppenheimerFunds, Inc.
61. Main Street Advisers, Inc., a Delaware corporation, all the stock of which
is owned by OppenheimerFunds, Inc.
6
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62. OppenheimerFunds Distributor, Inc., a registered broker-dealer incorporated
in New York, all the stock of which is owned by OppenheimerFunds, Inc.
63. Oppenheimer Partnership Holdings, Inc., a Delaware holding company, all the
stock of which is owned by OppenheimerFunds, Inc.
64. Shareholder Financial Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by OppenheimerFunds, Inc.
65. Shareholder Services, Inc., a transfer agent incorporated in Colorado, all
the stock of which is owned by OppenheimerFunds, Inc.
66. MultiSource Service, Inc., a Colorado corporation that operates as a
clearing broker, all of the stock of which is owned by OppenheimerFunds,
Inc.
67. Centennial Capital Corporation, a former sponsor of unit investment trust
incorporated in Delaware, all the stock of which is owned by Centennial
Asset Management Corporation.
68. Compensa Compania Seguros De Vida, a Chilean insurance company. Origen
Inversiones S.A. owns 99% of the outstanding shares of this company
69. Cornerstone Suburban Office Investors, LP, a Delaware limited partnership,
which operates as a real estate operating company. Cornerstone Office
Management, LLC holds a 1% general partnership interest in this fund and
MassMutual holds a 99% limited partnership interest.
70. 505 Waterford Park Limited Partnership, a Delaware limited partnership,
which holds title to an office building in Minneapolis, Minnesota. MML
Realty Management Corporation holds a 1% general partnership interest in
this partnership and MassMutual holds a 99% limited partnership interest.
71. The DLB Fund Group, an open-end management investment company, of which
MassMutual owns at least 25% of each series.
MassMutual is the investment adviser the following investment companies, and as
such may be deemed to control them.
1. MassMutual Corporate Investors, a registered closed-end Massachusetts
business trust.
2. MassMutual Participation Investors, a registered closed-end Massachusetts
business trust.
3. MML Series Investment Fund, a registered open-end Massachusetts business
trust, all of the shares are owned by separate accounts of MassMutual and
companies controlled by MassMutual.
4. MassMutual Institutional Funds, a registered open-end Massachusetts
business trust, all of the shares are owned by MassMutual.
7
<PAGE>
5. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation that issued
Collateralized Bond Obligations on or about May 1, 1991, which is owned
equally by MassMutual interests (MassMutual and MassMutual Holding MSC,
Inc.) and Carlson Investment Management Co.
6. MassMutual Corporate Value Partners, Limited, an off-shore unregistered
investment company.
7. MassMutual High Yield Partners LLC, a high yield bond fund organized as
Delaware limited liability company.
ITEM 26: NUMBER OF HOLDERS OF SECURITIES
- -------- -------------------------------
As of February 14, 1997, the number of holders of record of each class of
securities of the Fund was as follows:
Title of Class Number of Record Holders
-------------- ------------------------
Shares of
Beneficial 0
Interest
ITEM 27: INDEMNIFICATION
- -------- ---------------
Article VIII of Registrant's Agreement and Declaration of Trust provides for the
indemnification of Registrant's Trustees and officers. Registrant undertakes to
apply the indemnification provisions of its Agreement and Declaration of Trust
in a manner consistent with Securities and Exchange Commission Release No. IC-
11330 so long as the interpretation of Section 17(h) and 17(i) of the Investment
Company Act of 1940 set forth in such Release shall remain in effect and be
consistently applied.
Trustees and officers of Registrant are also indemnified by MassMutual pursuant
to its by-laws which apply to subsidiaries, including Registrant. No
indemnification is provided with respect to any liability to any entity which is
registered as an investment company under the Investment Company Act of 1940 or
to the security holders thereof, where the basis for such liability is willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of office.
MassMutual's directors' and officers' liability insurance program, which covers
Registrant's Trustees and officers, consists of two distinct coverages. The
first coverage reimburses MassMutual, subject to specified limitations, for
amounts which MassMutual is legally obligated to pay out under its
indemnification by-law, discussed above. The second coverage directly protects a
Trustee or officer of Registrant against liability shareholder derivative and
similar lawsuits which are indemnifiable under the law. There are, however,
specific acts giving rise to liability which are excluded from this coverage.
For example, no Trustee or officer is insured against personal liability for
libel or slander, acts of deliberate dishonesty, fines or penalties, illegal
personal profit or advantage at the expense of Registrant or its shareholders,
violation of employee benefit plans, regulatory statutes, and similar acts which
would traditionally run contrary to public policy and hence reimbursement by
insurance.
MassMutual's present insurance coverage has an overall limit of $60 million
annually ($15 million of which is underwritten by National Union Fire Insurance
Company, $15 million of which is underwritten by
8
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Executive Risk Indemnity, Inc., $10 million of which is underwritten by
Continental Casualty Co., $5 million of which is underwritten by Federal
Insurance Co. and $15 million of which is underwritten by Sargasso Mutual
Insurance Company). There is a deductible of $200,000 per claim under the
corporate coverage. There is no deductible for individual trustees or officers.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
ITEM 28: BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
- -------- --------------------------------------------------------
A. THE INVESTMENT ADVISER
----------------------
MassMutual is the investment adviser for Registrant. MassMutual conducts a life
insurance business in all states of the United States, the District of Columbia
and certain provinces of Canada. MassMutual was incorporated in Massachusetts in
1851. As a mutual company, MassMutual belongs to its members. The insurance
premiums which MassMutual receives are invested primarily in debt securities,
and the income which it receives from its investments in excess of the amounts
it must reserve for the payment of insurance benefits is credited to its
members. It conducts no other business which is substantial in relation to its
business as a mutual life insurance company. As of December 31, 1996,
MassMutual, together with its subsidiaries, had total assets of approximately
$55.7 billion and assets under management in excess of $130.8 billion. Effective
February 29, 1996, Connecticut Mutual Life Insurance Company merged into
MassMutual. Effective March 31, 1996, MassMutual sold its group life and health
insurance business.
The directors and executive vice presidents of MassMutual, their positions and
their other business affiliations and business experience for the past two
fiscal years are listed below.
DIRECTORS
ROGER G. ACKERMAN, DIRECTOR AND MEMBER, AUDITING AND HUMAN RESOURCES COMMITTEES
Chairman and Chief Executive Officer (since 1996), President and Chief
Operating Officer (1990-1996), Corning Incorporated (manufacturer of
specialty materials, communication equipment and consumer products), One
Riverfront Plaza, Corning, New York; Director (since 1993), Dow Corning
Corporation (producer of silicone products), 2200 West Salzburg Road,
Midland, Michigan; Director, The Pittson Company (mining and marketing of
coal for electric utility and steel industries) One Pickwick Plaza,
Greenwich, Connecticut.
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JAMES R. BIRLE, DIRECTOR, CHAIRMAN, DIVIDEND POLICY COMMITTEE AND MEMBER,
INVESTMENT COMMITTEE
President and Founder (since 1994), Resolute Partners, LLC (private
merchant bank), 2 Greenwich Plaza, Suite 100, Greenwich, Connecticut;
General Partner (1988-1994), The Blackstone Group, 34 Park Avenue, New
York, New York; Co-Chairman and Chief Executive Officer, Wickes Companies,
Inc. (diversified manufacturer and distributor), 3340 Ocean Park Boulevard,
Santa Monica, California; Director (since 1996), Alco Standard Corporation
(diversified office products and paper distributor), 825 Duportail Road,
Valley Forge, Pennsylvania; Director: Drexel Industries, Inc., Connecticut
Health and Education Facilities Authority, and Transparency International;
Trustee, Villanova University and The Sea Research Foundation; Director
(1991-1996), Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
FRANK C. CARLUCCI, III, DIRECTOR AND MEMBER, BOARD AFFAIRS AND DIVIDEND POLICY
COMMITTEES
Chairman (since 1993), Vice Chairman (1989-1993), The Carlyle Group
(merchant banking corporation), 1001 Pennsylvania Avenue, N.W., Washington,
D.C.; Director: Ashland Inc. (producer of petroleum products), 1000 Ashland
Drive, Russell, Kentucky; BDM International, Inc. (professional and
technical services to public and private sector), 7915 Jones Branch Drive,
McLean, Virginia; Bell Atlantic Corporation (telecommunications), 1717 Arch
Street, Philadelphia, Pennsylvania; CB Commercial Real Estate Group, Inc.
(real estate broker subsidiary of Carlyle Holding Corporation), 533 Fremont
Avenue, Los Angeles, California; East New York Savings Bank; General
Dynamics Corporation (manufacturer of military equipment), 3190 Fairview
Park Drive, Falls Church, Virginia; Kaman Corporation (diversified
manufacturer), 1332 Blue Hills Avenue, Bloomfield, Connecticut; Neurogen
Corporation; Northern Telecom Ltd. (digital telecommunications systems),
2920 Matheson Boulevard East, Mississauga, Ontario, Canada; The Quaker Oats
Company (manufacturer of food products), 321 North Clark Street, Chicago,
Illinois; The Rand Corporation; Sun Resorts Ltd., N.V.; Westinghouse
Electric Corporation (electronic systems, electric power generating
equipment and broadcasting), 11 Stanwix Street, Pittsburgh, Pennsylvania;
Director (1989-1996), Connecticut Mutual Life Insurance Company, 140 Garden
Street, Hartford, Connecticut.
GENE CHAO, DIRECTOR AND MEMBER, AUDITING AND DIVIDEND POLICY COMMITTEES
Chairman and Chief Executive Officer, Computer Projections, Inc. (computer
graphics), 733 S.W. Vista Avenue, Portland, Oregon; Chairman and Chief
Executive Officer, American Leadership Forum (non-profit leadership and
community building organization); Director (1990-1996), Connecticut Mutual
Life Insurance Company, 140 Garden Street, Hartford, Connecticut.
PATRICIA DIAZ DENNIS, DIRECTOR AND MEMBER, AUDITING AND HUMAN RESOURCES
COMMITTEES
Senior Vice President and Assistant General Counsel (since 1995), SBC
Communications Inc. (telecommunications), 175 East Houston, San Antonio,
Texas; Special Counsel-Communication Law Matters (1993-1995), Sullivan &
Cromwell (law firm), 1701 Pennsylvania Avenue, N.W., Washington, D.C.;
Assistant Secretary of State for Human Rights and Humanitarian Affairs
(1992-1993), U.S. Department of State, Washington, D.C.; Trustee (since
1995), Federal Communications Bar Association Foundation; Trustee (since
1993), Radio and Television News Directors
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Foundation; Director (since 1993), National Public Radio; Director, Reading
Is Fundamental and Foundation for Women's Resources; Trustee, Tomas Rivera
Center; Director (1995-1996), Connecticut Mutual Life Insurance Company,
140 Garden Street, Hartford, Connecticut.
ANTHONY DOWNS, DIRECTOR AND MEMBER, DIVIDEND POLICY AND INVESTMENT COMMITTEES
Senior Fellow, The Brookings Institution (non-profit policy research
center), 1775 Massachusetts Avenue, N.W., Washington, D.C.; Director: The
Pittway Corporation (publications and security equipment), 200 South Wacker
Drive, Suite 700, Chicago, Illinois; National Housing Partnerships
Foundation (non-profit organization to own and manage rental housing), 1225
Eye Street, N.W., Washington, D.C.; Bedford Property Investors, Inc. (real
estate investment trust), 3658 Mt. Diablo Boulevard, Lafayette, California;
General Growth Properties, Inc. (real estate investment trust), 215 Keo
Way, Des Moines, Iowa; NAACP Legal and Educational Defense Fund, Inc.
(civil rights organization), 99 Hudson Street, New York, New York; Trustee:
Urban Institute (public policy research organization), 2100 M Street, N.W.,
Washington, D.C. and Urban Land Institute (educational and research
organization, 625 Indiana Avenue, N.W., Washington, D.C.
JAMES L. DUNLAP, DIRECTOR AND MEMBER, HUMAN RESOURCES AND BOARD AFFAIRS
COMMITTEES
President and Chief Operating Officer (since 1996), United Meridian
Corporation (oil exploration), 1201 Louisiana, Houston, Texas; Senior Vice
President (1987-1996), Texaco, Inc. (producer of petroleum products), 2000
Westchester Avenue, White Plains, New York and President (1987-1994),
Texaco USA, 1111 Bagby, Houston, Texas.
WILLIAM B. ELLIS, DIRECTOR AND MEMBER, AUDITING AND INVESTMENT COMMITTEES
Senior Fellow (since 1995), Yale University School of Forestry and
Environmental Studies, New Haven, Connecticut; Chairman (1983-1995) and
Chief Executive Officer (1983-1993), Northeast Utilities (electric
utility), 107 Selden Street, Berlin, Connecticut; Director, The Hartford
Steam Boiler Inspection and Insurance Company (property and casualty
insurer), One State Street, Hartford, Connecticut; Director (since 1996),
Advest Group, Inc. (financial services holding company), 280 Trumbull
Street, Hartford, Connecticut; Director (since 1995), Catalytica Combustion
Systems, Inc.; Director, The National Museum of National History of the
Smithsonian Institution, Washington, D.C.; Director (1985-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street, Hartford,
Connecticut.
ROBERT M. FUREK, DIRECTOR AND MEMBER, DIVIDEND POLICY AND INVESTMENT COMMITTEES
Retired; President and Chief Executive Officer (1987-1996), Heublein, Inc.
(beverage distributor), 450 Columbus Boulevard, Hartford, Connecticut;
Director, The Dexter Corporation (producer of specialty chemicals and
papers), One Elm Street, Windsor Locks, Connecticut; Corporator, Hartford
Hospital and The Bushnell Memorial, Hartford, Connecticut; Trustee, Colby
College, Mayflower Hill Drive, Waterville, Maine; Director (1990-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street, Hartford,
Connecticut.
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CHARLES K. GIFFORD, DIRECTOR AND MEMBER, INVESTMENT AND AUDITING COMMITTEES
Chief Executive Officer (since 1995), Chairman (1995-1996) and President
(1989-1996), The First National Bank of Boston and Bank of Boston
Corporation (bank holding company), 100 Federal Street, Boston,
Massachusetts; Director, Member of Audit Committee, Boston Edison Co.
(public utility electric company), 800 Boylston Street, Boston,
Massachusetts.
WILLIAM N. GRIGGS, DIRECTOR, CHAIRMAN, AUDITING COMMITTEE AND MEMBER, INVESTMENT
COMMITTEE
Managing Director, Griggs & Santow Inc. (business consultants), 75 Wall
Street, New York, New York; Director, T/SF Communications, Inc.
(diversified publishing and communications company), Tulsa, Oklahoma.
GEORGE B. HARVEY, DIRECTOR, CHAIRMAN, HUMAN RESOURCES COMMITTEE AND MEMBER,
BOARD AFFAIRS COMMITTEE
Retired; Chairman, President and Chief Executive Officer (1983-1996),
Pitney Bowes, Inc. (office machines manufacturer), One Elmcroft Road,
Stamford, Connecticut; Director: Merrill Lynch & Co., Inc. (financial
services holding company), 250 Vesey Street, World Financial Center, North
Tower, New York, New York; The McGraw-Hill Companies, Inc. (multimedia
publishing and information services), 1221 Avenue of the Americas, New
York, New York; Stamford Hospital, Stamford, Connecticut; Pfizer, Inc.
(pharmaceutical and health-care products), 235 East 42nd Street, New York,
New York; The Catalyst; Member, Board of Overseers, Wharton School of
Finance, University of Pennsylvania; Director (1989-1996), Connecticut
Mutual Life Insurance Company, 140 Garden Street, Hartford, Connecticut.
BARBARA B. HAUPTFUHRER, DIRECTOR AND MEMBER, BOARD AFFAIRS AND INVESTMENT
COMMITTEES
Director and Member, Compensation, Nominating and Audit Committees, The
Vanguard Group of Investment Companies including among others the following
funds: Vanguard/Windsor Fund, Vanguard/Wellington Fund, Vanguard/Morgan
Growth Fund, Vanguard/Wellesley Income Fund, Vanguard/Gemini Fund,
Vanguard/Explorer Fund, Vanguard Municipal Bond Fund, Vanguard Fixed Income
Securities Fund, Vanguard Index Trust, Vanguard World Fund, Vanguard/Star
Fund, Vanguard Ginnie Mae Fund, Vanguard/Primecap Fund, Vanguard
Convertible Securities Fund, Vanguard Quantitative Fund, Vanguard/Trustees
Commingled Equity Fund, Vanguard/Trustees Commingled Fund-International,
Vanguard Money Market Trust, Vanguard/Windsor II, Vanguard Asset Allocation
Fund and Vanguard Equity Income Fund (principal offices, Drummers Lane,
Valley Forge, Pennsylvania); Director, Chairman of Retirement Benefits
Committee and Pension Fund Investment Review - USA and Canada and Member,
Audit, Finance and Executive Committees, The Great Atlantic & Pacific Tea
Company, Inc. (operator of retail food stores), 2 Paragon Drive, Montvale,
New Jersey; Director, Chairman of Nominating Committee and Member,
Compensation Committee, Knight-Ridder, Inc. (publisher of daily newspapers
and operator of cable television and business information systems), One
Herald Plaza, Miami, Florida; Director and Member, Compensation Committee,
Raytheon Company (electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Director and Member, Executive Committee and
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Chairman, Human Resources and Independent Directors Committees, Alco
Standard Corp. (diversified office products and paper distributor), 825
Duportail Road, Valley Forge, Pennsylvania.
SHELDON B. LUBAR, DIRECTOR, CHAIRMAN, BOARD AFFAIRS COMMITTEE AND MEMBER,
INVESTMENT COMMITTEE
Chairman, Lubar & Co. Incorporated (investment management and advisory
company), 777 East Wisconsin Avenue, Milwaukee, Wisconsin; Chairman and
Director, The Christiana Companies, Inc. (real estate development);
Director: Firstar Bank, Firstar Corporation (bank holding company), SLX
Energy, Inc. (oil and gas exploration); Member, Advisory Committee, Venture
Capital Fund, L.P. (principal offices, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin); Director: Grey Wolf Drilling Co. (contract oil and
gas drilling), 2000 Post Oak Boulevard, Houston, Texas; Marshall Erdman and
Associates, Inc. (design, engineering, and construction firm), 5117
University Avenue, Madison, Wisconsin; MGIC Investment Corporation
(investment company), MGIC Plaza, 111 E. Kilbourn Avenue, Milwaukee,
Wisconsin; Director (since 1995), Energy Ventures, Inc., 5 Post Oak Park,
Houston, Texas; Director (since 1993), Ameritech, Inc. (regional holding
company for telephone companies), 30 South Wacker Drive, Chicago, Illinois;
Director (1989-1995), Prideco, Inc. (drill collar manufacturer), 6039
Thomas Road, Houston, Texas; Director (1989-1994), Schwitzer, Inc. (holding
company for engine parts manufacturers), P.O. Box 15075, Asheville, North
Carolina; and Briggs & Stratton (small engine manufacturer), 3300 North
124th Street, Milwaukee, Wisconsin.
WILLIAM B. MARX, JR., DIRECTOR AND MEMBER, DIVIDEND POLICY AND BOARD AFFAIRS
COMMITTEES
Consultant (since 1996); Senior Executive Vice President (1996), Lucent
Technologies, Inc. (public telecommunications systems and software), 600
Mountain Road, Murray Hill, New Jersey; Executive Vice President and Chief
Executive Officer, Multimedia Products Group (1994-1995) and Network
Systems Group (1993-1994), AT&T (global communications and network
computing company), 295 North Maple Avenue, Basking Ridge, New Jersey;
Group Executive and President (1989-1993), AT&T Network Systems
(manufacturer and marketer of network telecommunications equipment), 475
South Street, Morristown, New Jersey; Member (since 1996), Advisory
Council, Graduate School of Business, Stanford University, Stanford,
California; Chairman, Executive Committee (since 1996), National Minority
Supplier Development Council, Inc., 15 West 39th Street, New York, New
York.
JOHN F. MAYPOLE, DIRECTOR AND MEMBER, BOARD AFFAIRS AND HUMAN RESOURCES
COMMITTEES
Managing Partner, Peach State Real Estate Holding Company (real estate
investment company), P.O. Box 1223, Toccoa, Georgia; Consultant to
institutional investors; Co-owner of family businesses (including Maypole
Chevrolet-Geo, Inc. and South Georgia Car Rentals, Inc.); Director,
Chairman, Finance Committee and Member, Executive Committee and Human
Resources Committee on Directors, Bell Atlantic Corporation
(telecommunications), 1717 Arch Street, Philadelphia, Pennsylvania;
Director and Chairman, Compensation Committee, Briggs Industries, Inc.
(plumbing fixtures), 4350 W. Cypress Street, Tampa, Florida; Director,
Chairman, Audit Committee and Member, Compensation Committee, Blodgett
Corporation; Director, Chairman, Products Committee and Member,
Compensation and Audit Committee, Igloo Corporation
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(portable coolers), 1001 W. Sam Houston Parkway North, Houston, Texas;
Director and Member, Senior Management Committee, Dan River, Inc. (textile
manufacturer), 2291 Memorial Drive, Danville, Virginia; Director, Davies,
Turner & Company; Director (1989-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.
DONALD F. MCCULLOUGH, DIRECTOR AND MEMBER, DIVIDEND POLICY AND AUDITING
COMMITTEES
Retired (since 1988); former Chairman and Chief Executive Officer, Collins
& Aikman Corp. (manufacturer of textile products), 210 Madison Avenue, New
York, New York; Director: Bankers Trust New York Corp. (bank holding
company) and Bankers Trust Company (principal offices, 280 Park Avenue, New
York, New York); Melville Corporation (specialty retailer), One Theall
Road, Rye, New York.
JOHN J. PAJAK, PRESIDENT AND CHIEF OPERATING OFFICER, DIRECTOR AND MEMBER,
DIVIDEND POLICY AND INVESTMENT COMMITTEES
President, Director and Chief Operating Officer (since 1996), Vice Chairman
and Chief Administrative Officer (1996), Executive Vice President (1987-
1996) of MassMutual; Director (since 1994), MassMutual Holding Company
(wholly-owned holding company subsidiary of MassMutual); Trustee (since
1996), MassMutual Holding Trust I (wholly-owned holding company subsidiary
of MassMutual Holding Company); Director (since 1996), MassMutual
International Inc. (wholly-owned subsidiary of MassMutual Holding Company
to act as service provider for international insurance companies); Director
(1994-1996), MassMutual Holding Company Two, Inc. (former wholly-owned
holding company subsidiary of MassMutual); MassMutual Holding Company Two
MSC, Inc. (former wholly-owned holding company subsidiary of MassMutual
Holding Company Two, Inc.); and Mirus Insurance Company (formerly MML
Pension Insurance Company, a wholly-owned insurance subsidiary of
MassMutual Holding Company Two MSC, Inc.) (principal offices, 1295 State
Street, Springfield, Massachusetts); Director (1995-1996), National Capital
Health Plan, Inc. (health maintenance organization), Washington, D.C.
BARBARA SCOTT PREISKEL, DIRECTOR AND MEMBER, AUDITING AND HUMAN RESOURCES
COMMITTEES
Attorney-at-Law, 60 East 42nd Street, New York, New York; Director:
Textron, Inc. (diversified manufacturing company), 40 Westminster Street,
Providence, Rhode Island; General Electric Company (diversified
manufacturer electrical products), 3135 Easton Turnpike, Fairfield,
Connecticut; The Washington Post Company (publisher of daily newspaper),
Washington, D.C.; American Stores Company (operator of supermarkets and
drugstores), 709 East South Temple, Salt Lake City, Utah.
THOMAS B. WHEELER, CHAIRMAN, CHIEF EXECUTIVE OFFICER, CHAIRMAN, INVESTMENT
COMMITTEE AND MEMBER, DIVIDEND POLICY AND BOARD AFFAIRS COMMITTEES
Chairman (since 1996), Chief Executive Officer (since 1988), and President
(1987-1996) of MassMutual; Chairman (since 1996), MassMutual Holding Trust
I (wholly-owned holding company subsidiary of MassMutual Holding Company);
Director (since 1996), MassMutual International Inc. (wholly-owned
subsidiary of MassMutual Holding Company to act as service
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provider for international insurance companies); Chairman and Chief
Executive Officer (since 1995), DLB Acquisition Corporation (holding
company for investment advisers); Chairman of the Board of Directors (1994-
1996), Mirus Insurance Company (formerly MML Pension Insurance Company, a
wholly-owned insurance subsidiary of MassMutual Holding Company Two MSC,
Inc.) (principal offices, 1295 State Street, Springfield, Massachusetts);
Director, The First National Bank of Boston and Bank of Boston Corporation
(bank holding company), 100 Federal Street, Boston, Massachusetts and
Massachusetts Capital Resources Company, 545 Boylston Street, Boston,
Massachusetts; Chairman and Director, Oppenheimer Acquisition Corp. (parent
of OppenheimerFunds, Inc., an investment management company), Two World
Trade Center, New York, New York; Director (since 1993), Textron, Inc.
(diversified manufacturing company), 40 Westminster Street, Providence,
Rhode Island; Chairman of the Board of Directors (1992-1995), Concert
Capital Management, Inc. (wholly-owned investment advisory subsidiary of
DLB Acquisition Corporation), One Memorial Drive, Cambridge, Massachusetts.
ALFRED M. ZEIEN, DIRECTOR AND MEMBER, BOARD AFFAIRS AND HUMAN RESOURCES
COMMITTEES
Chairman and Chief Executive Officer, The Gillette Company (manufacturer of
personal care products), Prudential Tower Building, Boston, Massachusetts;
Director: Polaroid Corporation (manufacturer of photographic products), 549
Technology Square, Cambridge, Massachusetts; Repligen Corporation
(biotechnology), One Kendall Square, Cambridge, Massachusetts; Bank of
Boston Corporation (bank holding company), 100 Federal Street, Boston,
Massachusetts; and Raytheon Corporation (electronics manufacturer), 141
Spring Street, Lexington, Massachusetts; Trustee, University Hospital of
Boston, Massachusetts; Trustee (since 1994), Marine Biology Laboratory and
Woods Hole Oceanographic Institute, Woods Hole, Massachusetts.
EXECUTIVE VICE PRESIDENTS
LAWRENCE V. BURKETT, JR., EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
Executive Vice President and General Counsel (since 1993), Senior Vice
President and Deputy General Counsel (1992-1993), and Senior Vice President
and Associate General Counsel (1988-1992) of MassMutual; President, Chief
Executive Officer and Director (since 1996), CM Assurance Company, CM
Benefit Insurance Company, C.M. Life Insurance Company and MML Bay State
Life Insurance Company (wholly-owned insurance company subsidiaries of
MassMutual); Director (since 1996), MassMutual Holding MSC, Inc. and
Trustee (since 1996), MassMutual Holding Trust I and MassMutual Holding
Trust II (wholly-owned holding company subsidiaries of MassMutual Holding
Company); Director (since 1996): MassMutual International Inc. (wholly-
owned subsidiary of MassMutual Holding Company to act as service provider
for international insurance companies); G.R. Phelps, Inc. (wholly-owned
broker-dealer subsidiary of MassMutual Holding Company); CM Advantage
Inc.(wholly-owned subsidiary of MassMutual Holding Trust II to act as
general partner in real estate limited partnerships); Director (since
1994), MassMutual Holding Company (wholly-owned holding company subsidiary
of MassMutual); Director (1994-1996), MassMutual Holding Company Two, Inc.
(former wholly-owned holding company subsidiary of MassMutual), MassMutual
Holding Company Two MSC, Inc. (former wholly-owned holding company
subsidiary of MassMutual Holding Company Two, Inc.) and Mirus Insurance
Company (formerly MML Pension Insurance Company, a wholly-owned insurance
subsidiary of MassMutual Holding Company Two MSC, Inc.) (principal offices,
1295 State Street, Springfield,
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<PAGE>
Massachusetts); Chairman and Director (since 1996), MML Investors Services,
Inc. (wholly-owned broker-dealer subsidiary of MassMutual Holding Company),
1414 Main Street, Springfield, Massachusetts; Director (since 1994),
Cornerstone Real Estate Advisers, Inc. (wholly-owned real estate investment
adviser subsidiary of MassMutual Holding Company), One Financial Plaza,
Suite 1700, Hartford, Connecticut; Director (since 1993), Sargasso Mutual
Insurance Co., Ltd., Victoria Hall, Victoria Street, Hamilton, Bermuda;
MassMutual of Ireland, Ltd. (wholly-owned subsidiary of MassMutual to
provide group insurance claim services), IDA Industrial Estate, Tipperary
Town, Ireland; Chairman (since 1994), Director (1993-1996), MML Reinsurance
(Bermuda) Ltd. (wholly-owned property and casualty reinsurance subsidiary
of MassMutual Holding Company) and Director (since 1995), MassMutual
International (Bermuda) Ltd. (wholly-owned subsidiary of MassMutual Holding
Company that distributes variable insurance products in overseas markets)
(principal offices, 41 Cedar Avenue, Hamilton, Bermuda).
JOHN B. DAVIES, EXECUTIVE VICE PRESIDENT
Executive Vice President (since 1994), Associate Executive Vice President
(1993-1994), General Agent (1982-1993) of MassMutual; Director (since
1996), CM Assurance Company, CM Benefit Insurance Company, C.M. Life
Insurance Company and MML Bay State Life Insurance Company (wholly-owned
insurance company subsidiaries of MassMutual); Director (since 1996),
MassMutual Holding MSC, Inc. and Trustee (since 1996), MassMutual Holding
Trust II (wholly-owned holding company subsidiaries of MassMutual Holding
Company); (principal offices, 1295 State Street, Springfield,
Massachusetts); Director (since 1994), MML Investors Services, Inc.
(wholly-owned broker-dealer subsidiary of MassMutual Holding Company), MML
Insurance Agency, Inc. (wholly-owned subsidiary of MML Investors Services,
Inc.), MML Insurance Agency of Ohio, Inc. (subsidiary of MML Insurance
Agency, Inc.); Director (since 1995), MML Insurance Agency of Nevada, Inc.
(subsidiary of MML Insurance Agency, Inc.) Director (since 1996), MML
Insurance Agency of Mississippi, P.C., Diversified Insurance Services
Agency of America, Inc. (Alabama), and Diversified Insurance Services
Agency of America, Inc. (Hawaii) (wholly-owned subsidiaries of MML
Insurance Agency, Inc.) (principal offices, 1414 Main Street, Springfield,
Massachusetts); Director (since 1994), Cornerstone Real Estate Advisers,
Inc. (wholly-owned real estate investment adviser subsidiary of MassMutual
Holding Company), One Financial Plaza, Suite 1700, Hartford, Connecticut;
and Life Underwriter Training Council, 7625 Wisconsin Avenue, Bethesda,
Maryland.
DANIEL J. FITZGERALD, EXECUTIVE VICE PRESIDENT, CORPORATE FINANCIAL OPERATIONS
Executive Vice President, Corporate Financial Operations (since 1994),
Senior Vice President (1991-1994) of MassMutual; Director (since 1996), CM
Assurance Company, CM Benefit Insurance Company, and C.M. Life Insurance
Company (wholly-owned insurance company subsidiaries of MassMutual);
Antares Leveraged Capital Corp. (finance company); CM Advantage Inc. and
Westheimer 335 Suites, Inc. (wholly-owned subsidiaries of MassMutual
Holding Trust II to act as general partners in real estate limited
partnerships); HYP Management, Inc. (wholly-owned subsidiary of MassMutual
Holding Trust II to act as managing member of MassMutual High Yield
Partners LLC); MMHC Investment, Inc. (wholly-owned subsidiary of MassMutual
Holding Trust II); MassMutual International Inc. (wholly-owned subsidiary
of MassMutual Holding Company to act as service provider for international
insurance companies); MassMutual Holding MSC, Inc. (wholly-owned holding
company subsidiary of MassMutual Holding Company); Trustee
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(since 1996), MassMutual Holding Trust I and MassMutual Holding Trust II
(wholly-owned holding company subsidiaries of MassMutual Holding Company);
Director (since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Director (since 1994), MML Bay State Life Insurance
Company (wholly-owned insurance subsidiary of MassMutual); Vice President
(since 1994), Director (since 1993), MassMutual Holding Company (wholly-
owned holding company subsidiary of MassMutual); Director (since 1993), MML
Realty Management Corporation (wholly-owned real estate management
subsidiary of MassMutual Holding Company); Vice President and Director
(1994-1996), MassMutual Holding Company Two, Inc. and MassMutual Holding
Company Two MSC, Inc. (former direct and indirect wholly-owned holding
company subsidiaries of MassMutual); Director (1994-1996), Mirus Insurance
Company (formerly MML Pension Insurance Company, a wholly-owned insurance
subsidiary of MassMutual Holding Company Two MSC, Inc.); Director (1994-
1995), MML Real Estate Corporation (wholly-owned real estate management
subsidiary of MassMutual Holding Company) (principal offices, 1295 State
Street, Springfield, Massachusetts); Director (1994-1996), Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of DLB
Acquisition Corporation), One Memorial Drive, Cambridge, Massachusetts;
Director and Member, Compensation Committee (since 1994), Cornerstone Real
Estate Advisers, Inc., One Financial Plaza, Suite 1700, Hartford,
Connecticut; Director, and Member, Audit and Compensation Committees (since
1994), MML Investors Services, Inc. (wholly-owned broker dealer subsidiary
of MassMutual Holding Company) and Director (since 1992), MML Insurance
Agency, Inc. (wholly-owned subsidiary of MML Investors Services, Inc.);
Director (since 1996), MML Insurance Agency of Ohio, Inc., MML Insurance
Agency of Nevada, Inc., MML Insurance Agency of Mississippi, P.C.,
Diversified Insurance Services Agency of America, Inc. (Alabama), and
Diversified Insurance Services Agency of America, Inc. (Hawaii) (wholly-
owned subsidiaries of MML Insurance Agency, Inc.) (principal offices, 1414
Main Street, Springfield, Massachusetts) Director (since 1994), MassMutual
of Ireland, Ltd. (wholly-owned subsidiary of MassMutual to provide group
insurance claim services), IDA Industrial Estate, Tipperary Town, Ireland.
JOHN V. MURPHY, EXECUTIVE VICE PRESIDENT
Executive Vice President (since 1997) of MassMutual; Executive Vice
President, Director and Chief Operating Officer (1995-1997), David L.
Babson and Company Incorporated (wholly-owned investment advisory
subsidiary of DLB Acquisition Corporation), Chief Operating Officer (1993-
1996), Concert Capital Management, Inc. (wholly-owned investment advisory
subsidiary of DLB Acquisition Corporation), (principal offices, One
Memorial Drive, Cambridge, Massachusetts); Senior Vice President and Chief
Financial Officer (1985-1993), Liberty Financial Companies (financial
services firm), Boston, Massachusetts; Senior Vice President and Director
(since 1996), Potomac Babson Incorporated (investment advisory subsidiary
of David L. Babson and Company Incorporated), New York, New York; Director
and Senior Vice President (since 1995), DLB Acquisition Corporation
(holding company for investment advisers) and Trustee (since 1997),
MassMutual Institutional Funds (open-end investment company) (principal
offices, 1295 State Street, Springfield, Massachusetts).
GARY E. WENDLANDT, EXECUTIVE VICE PRESIDENT AND CHIEF INVESTMENT OFFICER
Chief Investment Officer (since 1993) and Executive Vice President of
MassMutual; Chairman (since 1995), Trustee (since 1986) and President
(1983-1995), MassMutual Corporate Investors and
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Chairman (since 1995), Trustee (since 1988) and President (1988-1995),
MassMutual Participation Investors (closed-end investment companies);
Chairman (since 1995), Vice Chairman and Trustee (1993-1995) and President
(1988-1993), MML Series Investment Fund (open-end investment company);
Chairman, Chief Executive Officer and Member, Investment Pricing Committee
(since 1994), MassMutual Institutional Funds (open-end investment company);
Advisory Board Member (since 1996), MassMutual High Yield Partners LLC
(high yield bond fund); Chairman and President (since 1996), MassMutual
Holding MSC, Inc. and MassMutual Holding Trust II (wholly-owned holding
company subsidiaries of MassMutual Holding Company); Chairman (since 1996):
Antares Leveraged Capital Corp. (finance company); Chairman, HYP
Management, Inc. (wholly-owned subsidiary of MassMutual Holding Trust II to
act as managing member of MassMutual High Yield Partners LLC) and MMHC
Investment, Inc. (wholly-owned subsidiary of MassMutual Holding Trust II);
President and Trustee (since 1996), MassMutual Holding Trust I (wholly-
owned holding company subsidiary of MassMutual Holding Company); Vice
Chairman and Director (since 1996), MassMutual International Inc. (wholly-
owned subsidiary of MassMutual Holding Company to act as service provider
for international insurance companies); Director (since 1996), CM Advantage
Inc. (wholly-owned subsidiary of MassMutual Holding Trust II to act as
general partner in real estate limited partnerships); President and
Director (since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Chairman and Chief Executive Officer (since 1994),
President (since 1993) and Director, MassMutual Holding Company (wholly-
owned holding company subsidiary of MassMutual); Chairman (since 1994) and
Director (since 1993), MML Realty Management Corporation (wholly-owned real
estate management subsidiary of MassMutual Holding Company); Chairman
(1994-1995) and Director (1993-1995), MML Real Estate Corporation
(wholly-owned real estate management subsidiary of MassMutual Holding
Company) Chairman, President and Chief Executive Officer (1994-1996),
MassMutual Holding Company Two, Inc. (former wholly-owned holding company
subsidiary of MassMutual); Chairman and President (1994-1996), Chief
Executive Officer (1995-1996), MassMutual Holding Company Two MSC, Inc.
(former wholly-owned holding company subsidiary of MassMutual Holding
Company Two, Inc.); (principal offices, 1295 State Street, Springfield,
Massachusetts); Chairman and Member, Executive and Compensation Committees
(since 1994), Member, Audit Committee (since 1995), and Chief Executive
Officer (1994-1996), Cornerstone Real Estate Advisers, Inc. (wholly-owned
real estate investment advisory subsidiary of MassMutual Holding Trust I),
One Financial Plaza, Suite 1700, Hartford, Connecticut; President and Chief
Executive Officer (1994-1996) and Director (1992-1996), Concert Capital
Management, Inc.(wholly-owned investment advisory subsidiary of DLB
Acquisition Corporation) One Memorial Drive, Cambridge, Massachusetts;
Director, Oppenheimer Acquisition Corporation (parent of OppenheimerFunds,
Inc., an investment management company), Two World Trade Center, New York,
New York; Supervisory Director, MassMutual/Carlson CBO N.V. (collateralized
bond fund), 14 John Gorsiraweg, Willemstad, Curacao, Netherlands Antilles;
Director, Merrill Lynch Derivative Products, Inc., World Financial Center,
North Tower, New York, New York; Director (since 1994), MassMutual
Corporate Value Partners Limited (investor in debt and equity securities)
and MassMutual Corporate Value Limited (parent of MassMutual Corporate
Value Partners Limited) (principal offices, c/o BankAmerica Trust and
Banking Corporation, Box 1092, George Town, Grand Cayman, Cayman Islands,
British West Indies); Director (since 1995), Mass Seguros de Vida, S.A.,
Huerfanos No.770, Santiago, Chile; President and Director (since 1995),
MassMutual International (Bermuda) Ltd. (wholly-owned subsidiary of
MassMutual Holding Company that distributes variable insurance products in
overseas markets), 41 Cedar Avenue, Hamilton, Bermuda.
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B. THE SUB-INVESTMENT ADVISER
--------------------------
Mellon Equity is the Sub-Investment Adviser for Registrant. Mellon Equity
provides investment advisory services, primarily to institutional and employee
benefit customers.
The trustees and executive officers of Mellon Equity their positions and their
other business affiliations and business experience for the past two years are
as follows:
CHRISTOPHER MARK CONDRON, TRUSTEE
WILLIAM KEITH SMITH, TRUSTEE
The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166 (Mutual
Funds) Vice Chairman (January, 1995 - Present). Director (August 1994 -
Present). Access Capital Strategies Corp., Boston, Massachusetts (Investment
Advisers) Director (July 1994 - Present). Shearson Summit Euromanagement, Inc.,
Pittsburgh, Pennsylvania (Mellon Sub Trust) Director, Chairman, CEO, President
(September 1993 -Present). Shearson Summit Europartners, Inc., Pittsburgh,
Pennsylvania (Mellon Sub Trust) Director, Chairman, CEO, President (September
1993 - Present). Shearson Summit Management, Pittsburgh, Pennsylvania (Mellon
Sub Trust) Director, Chairman, CEO, President (September 1993 - Present).
Shearson Summit Partners, Inc., Pittsburgh, Pennsylvania (Mellon Sub Trust)
Director, Chairman, CEO, President (September 1993 - Present). Shearson Venture
Capital, Inc., Pittsburgh, Pennsylvania, (Mellon Sub Trust) Director, Chairman,
CEO, President (September 1993 - Present). The Boston Company, Inc., Boston,
Massachusetts (Financial Services) Director (May 1993 - Present). The Boston
Company Asset Management, Inc., One Boston Place, Boston, Massachusetts 02108
(Investment Adviser) Director (June 1993 - Present). The Boston Company
Overseas Banking Corp., New York, New York (Holding Company) President (June
1993 - December 1995). The Boston Company Advisors, Inc., Boston, Massachusetts
(Investment Adviser) Director (June 1993 - November 1995). TBC Securities Co.,
Inc., Boston, Massachusetts (Financial Services) Director and President (June
1993 - Present). Wellington-Medford II Properties, Inc., Boston, Massachusetts
(Real Estate Sub) Director and President (June 1993 - Present). First Boylston
Corporation, Boston, Massachusetts (Real Estate Sub) Director and President
(June 1993 -October 1995). Boston Safe Deposit & Trust Company, One Boston
Place, Boston, Massachusetts 02108 (Banking) Director, Chairman and CEO (May
1993 - Present). Boston Group Holdings, Inc., Boston, Massachusetts (Holding
Company) Director and Chairman (May 1993 - Present). The Boston Company, Inc.,
One Boston Place, Boston, Massachusetts 02108 (Financial Services) Chairman and
CEO (May 1993 - Present). Mellon Europe Limited, London England, (Banking)
Director (December 1992 - Present). Laurel Capital Advisors, Suite 3435, One
Mellon Bank Center, Pittsburgh, Pennsylvania 15258 (Investment Adviser) Trustee
(December 1991 - Present). Mellon Bond Associates, Pittsburgh, Pennsylvania
(Investment Adviser) Trustee (December 1991 - Present). Mellon Global Investing
Corp., One Mellon Bank Center, Pittsburgh, Pennsylvania 15258 (Mellon Sub Trust)
Director (October 1991 - Present). Mellon Financial Services Corp. #17, One
Executive Drive, Fort Lee, New Jersey 07024 (Mellon Sub Trust) Director and
Chairman (June 1991 - Present). Mellon Accounting Services, Inc., Suite 3102, 3
M Mellon Bank Center, Pittsburgh, Pennsylvania 15258 (Mellon Sub Trust) Director
(March 1991 - Present). MGIC-UK Ltd., London England EC2M 4LR (Investment
Adviser) Director (March 1991 - Present). Pareto Partners, London, England
(Investment Adviser) Partner Rep. (November 1990 - Present). Mellon Capital
Management Corp., 595 Market Street, San Francisco, California 94105 (Investment
Adviser) Director (December 1987 - Present). Franklin Portfolio Associates
Trust, One Post Office Square, Boston,
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Massachusetts 02109 (Investment Adviser) Trustee (December 1987 - Present).
Mellon Financial Company, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258
(Mellon Sub Debt) Director and Chairman (August 1987 - Present). Mellon Bank
Corporation, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258 (Banking)
Director and Vice Chairman (July 1987 -Present). Mellon Bank, N.A., One Mellon
Bank Center, Pittsburgh, Pennsylvania 15258 (Banking) Director and Vice Chairman
(July 1987 -Present).
PHILIP RICHARD ROBERTS, TRUSTEE AND CHAIRMAN
Certus Asset Advisors Corporation, One Bush Street, San Francisco, California
94104 (Investment Adviser) Director (May 1995 - Present). Access Capital
Strategies Corporation, Boston, Massachusetts (Investment Adviser) Director
(July 1994 - Present). Mellon, McMahan Real Estate Advisors, San Francisco,
California (Investment Adviser) Director (August 1993 - April 1994). Mellon
Capital Management Corporation, 545 Market Street, San Francisco, California
94105 (Investment Adviser) Director (August 1993 - Present). Mellon Bank, N.A.,
One Mellon Bank Center, Pittsburgh, Pennsylvania 15256 (Banking) Executive Vice
President (August 1993 - Present). The Boston Company Asset Mgmt. Inc., One
Boston Place, Boston, Massachusetts 02108 (Investment Adviser) Director (August
1993 -January 1996). Franklin Portfolio Associates Trust, Suite 3360, One Post
Office Square, Boston, Massachusetts 02109 (Investment Adviser) Trustee (July
1993 - Present). Mellon Asia Limited, c/o Plaza Business Center, 35/F Central
Plaza, 18 Harbour Road, Hong Kong (Investment Adviser) Director (July 1993 -
Present). The Boston Company, Inc., One Boston Place, Boston, Massachusetts
02108 (Financial Services) Executive Vice President (June 1993 - Present).
Boston Safe Deposit & Trust Company, One Boston Place, Boston, Massachusetts
02108 (Banking) Executive Vice President (June 1993 - Present). CCF-Mellon
Partners, Pittsburgh, Pennsylvania (Investment Adviser) Partner Rep. (May 1992-
Present). Mellon-France Corporation, Pittsburgh, Pennsylvania (Investment
Adviser) Director, Chair, President & CEO (May 1994 - Present). Laurel Capital
Advisors, Pittsburgh, Pennsylvania (Investment Adviser) Trustee and Vice
President (January 1992 - Present). Mellon Bond Associates, Suite 4135, One
Mellon Bank Center, Pittsburgh, Pennsylvania 15258 (Investment Adviser) Trustee
and Chairman (December 1991 - Present). Mellon Global Investing Corporation, One
Mellon Bank Center, Pittsburgh, Pennsylvania 15258 (Investment Adviser)
Director, Chairman, President & CEO (October 1991 - Present). MGIC-UK Limited, 6
Devonshire Square, London, England EC2M 4LR (Investment Adviser) Director (March
1991 - Present). Pareto Partners, London, England (Investment Adviser) Partner
Rep. (March 1991 - Present).
JAMES MILTON GOCKLEY, TRUSTEE AND ASSISTANT GENERAL COUNSEL
EXECUTIVE OFFICERS:
WILLIAM PAUL RYDELL, TRUSTEE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
WILLIAM BRIAN TUNNEY, TREASURER AND CHIEF FINANCIAL OFFICER
Shearson Summit Euromanagement Inc., Pittsburgh, Pennsylvania (Mellon Sub Trust)
Director, VP and Treasurer (September 1993 - Present). Shearson Summit
Europartners Inc., Pittsburgh, Pennsylvania (Mellon Sub Trust) Director, VP and
Treasurer (September 1993 -
20
<PAGE>
Present). Shearson Summit Management Inc., Pittsburgh, Pennsylvania (Mellon Sub
Trust) Director, VP and Treasurer (September 1993 - Present). Shearson Summit
Partners Inc., Pittsburgh, Pennsylvania (Mellon Sub Trust) Director, VP and
Treasurer, Pittsburgh, Pennsylvania (Mellon Sub Trust) Director VP and Treasurer
(September 1993 -Present). Shearson Venture Capital Inc., Pittsburgh,
Pennsylvania (Mellon Sub Trust) Director, VP and Treasurer (September 1993 -
Present). Mellon Bond Associates, One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258 (Investment Adviser) Treasurer (September 1993 - Present).
Laurel Capital Advisors, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258
(Investment Adviser) Treasurer (September 1993 - Present). Mellon Securities
Trust Company, 120 Broadway, New York 10271 (Mellon Sub Trust) Treasurer (July
1993 - Present).
ROBERT ALEXANDER WILK, SENIOR VICE PRESIDENT AND PORTFOLIO MANAGER
JOHN ROBERT O'TOOLE, SENIOR VICE PRESIDENT AND SENIOR PORTFOLIO
STEVEN ANTHONY FALCI, SENIOR VICE PRESIDENT AND SENIOR PORTFOLIO MANAGER
NYNEX Corporation, New York, New York (Pension Investment) Managing Director,
Portfolio Manager (April 1986 - March 1994).
RONALD PAUL GALA, VICE PRESIDENT AND PORTFOLIO MANAGER
JOHN WRAY KELLER, DIRECTOR OF EQUITY TRADING
Virginia Retirement System, Richmond Virginia (Pension Management) Equity Trader
(August 1988 -February 1994).
KENNETH AUSTIN BARKER, SENIOR VICE PRESIDENT, QUANTITATIVE ANALYSIS AND SYSTEMS
ITEM 29: PRINCIPAL UNDERWRITERS
- -------- ----------------------
Not Applicable.
ITEM 30: LOCATION OF ACCOUNTS AND RECORDS
- -------- --------------------------------
Each account, book or other document required to be maintained by Registrant
pursuant to Section 31 (a) of the Investment Company Act of 1940 and Rules 31a-1
to 31a-3 thereunder are maintained by Registrant at 1295 State Street,
Springfield, Massachusetts 01111 by Mellon Equity Associates at 500 Grant
Street, Pittsburgh, Pennsylvania 15258, by First Data Investor Services Group,
Inc. at 4400 Computer Drive Westborough, Massachusetts 01581 and by Boston Safe
Deposit and Trust Company at One Boston Place, Boston, Massachusetts 02108.
ITEM 31: MANAGEMENT SERVICES
- -------- -------------------
Not Applicable.
- ---------------
ITEM 32: UNDERTAKINGS
- -------- ------------
1. The Registrant, with respect MML Equity Index Fund, undertakes to file a
post-effective amendment, including financial statements which need not be
certified, within 4 to 6 months from the effective date if this
Registration Statement under the Securities Act of 1933, as amended.
21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, Registrant certifies that it has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Springfield and in the Commonwealth of
Massachusetts on the 14th day of February, 1997.
MML SERIES INVESTMENT FUND
By: /s/ Hamline C. Wilson
---------------------------------------------
Hamline C. Wilson
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on this 14th day of February, 1997.
SIGNATURE TITLE
--------- -----
* Trustee
--------------------------
Gary E. Wendlandt
* Trustee
--------------------------
Richard G. Dooley
* Trustee
---------------------------
Mary E. Boland
* Trustee
---------------------------
Ronald J. Abdow
* Trustee
---------------------------
Charles J. McCarthy
* Trustee
---------------------------
John H. Southworth
22
<PAGE>
SIGNATURE TITLE
--------- -----
* President
---------------------------
Stuart H. Reese (Principal Executive Officer)
/s/ Hamline C. Wilson Chief Financial Officer
----------------------------
Hamline C. Wilson (Principal Financial &
Accounting Officer)
*By:/s/ Stephen L. Kuhn
-------------------
Stephen L. Kuhn
Attorney-in-Fact
NOTICE
THE NAME MML SERIES INVESTMENT FUND IS THE DESIGNATION OF THE TRUSTEES UNDER AN
AGREEMENT AND DECLARATION OF TRUST DATED DECEMBER 19, 1984, AS AMENDED FROM TIME
TO TIME. THE OBLIGATIONS OF MML TRUST ARE NOT PERSONALLY BINDING UPON, NOR SHALL
RESORT BE HAD TO THE PROPERTY OF, ANY OF THE TRUSTEES, SHAREHOLDERS, OFFICERS,
EMPLOYEES OR AGENTS OF MML TRUST, BUT MML TRUST'S PROPERTY ONLY SHALL BE BOUND.
23
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. TITLE OF EXHIBIT
- ----------- ----------------
5(a) Form of Investment Management Agreement between MML Series Investment
Fund (the "Trust"), on behalf of MML Equity Index Fund (the "Fund"),
and Massachusetts Mutual Life Insurance Company ("MassMutual").
5(b) Form of Investment Sub-Advisory Agreement between MassMutual and
Mellon Equity Associates.
8 Form of Custodian Agreement between the Trust, on behalf of the Fund,
and Boston Safe Deposit and Trust Company
10 Opinion of counsel as to the legality of shares being registered.
24
<PAGE>
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
---------------------------------------------------------
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
-----------------------
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
--------------------------------------------------------------------
THE ADVISER. Until the termination of the employment of the Adviser as
-----------
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.
<PAGE>
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
--------------------------------------------------
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
---------------------------------------------------------------
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 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 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.
-2-
<PAGE>
8. RECORDS AND CONFIDENTIALITY. All records pertaining to the operation
---------------------------
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
-----------------------------------------
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
-------------------------
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.
-3-
<PAGE>
11. OBLIGATION OF THE TRUST. A copy of the Agreement and Declaration of
-----------------------
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.
-4-
<PAGE>
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: _______________________________
-5-
<PAGE>
Exhibit 5(b)
INVESTMENT SUB-ADVISORY AGREEMENT
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111
[ ], 1997
Mellon Equity Associates
500 Grant Street
Pittsburgh, PA 15258
Dear Sirs:
MML Equity Index Fund (the "Fund"), a series of MML Series Investment
Fund, a Massachusetts business trust (the "Trust"), desires to employ its
capital by investing and reinvesting the same in investments of the type and in
accordance with the limitations specified in the Fund's Prospectus and Statement
of Additional Information as from time to time in effect, copies of which
(including any amendments thereto) have been and will be submitted to Mellon
Equity Associates, a Pennsylvania business trust ("Mellon Equity"), and in such
manner and to such extent as from time to time may be approved by the Trust's
Board of Trustees. The Fund employs Massachusetts Mutual Life Insurance Company
("MassMutual") pursuant to a written agreement (the "Management Agreement"), a
copy of which has been furnished to Mellon Equity. MassMutual desires to employ
Mellon Equity to act as the Fund's investment sub-adviser.
In this connection, it is understood that from time to time Mellon Equity
will employ or associate with itself such person or persons as Mellon Equity may
believe to be particularly fitted to assist Mellon Equity in the performance of
this Agreement. The compensation of such person or persons shall be paid by
Mellon Equity and no obligation may be incurred on the Fund's behalf in any such
respect.
Subject to the supervision and approval of MassMutual, Mellon Equity will
provide investment management of the Fund's portfolio in accordance with the
Fund's investment objective, policies and restrictions as stated in the Fund's
Prospectus and Statement of Additional Information as from time to time in
effect. In connection therewith, Mellon Equity will supervise the Fund's
investments and, if appropriate, the sale and reinvestment of the Fund's assets.
Mellon Equity is authorized to invest the Fund's assets in securities issued by
Mellon Bank Corporation, to the extent required or permitted by the Fund's
investment objective, policies and restrictions, and to the extent permitted by
the U.S. Securities and Exchange Commission or other applicable authorities.
Mellon Equity will furnish to
<PAGE>
MassMutual or the Fund such statistical information, with respect to the
investments that the Fund may hold or contemplate purchasing, as MassMutual or
the Fund may reasonably request. The Fund and MassMutual wish to be informed of
important developments materially affecting the Fund's portfolio and shall
expect Mellon Equity, on its own initiative, to furnish to the Fund or
MassMutual from time to time such information as Mellon Equity may believe
appropriate for this purpose.
Mellon Equity shall exercise its best judgment in rendering the services to
be provided hereunder, and MassMutual agrees, as an inducement to Mellon
Equity's undertaking the same, that Mellon Equity shall not be liable hereunder
for any error of judgment or mistake of law or for any loss suffered by the Fund
or MassMutual, provided that nothing herein shall be deemed to protect or
purport to protect Mellon Equity against any liability to MassMutual, the Fund
or the Fund's security holders to which Mellon Equity would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of Mellon Equity's duties hereunder, or by reason of Mellon Equity's
reckless disregard of its obligations and duties hereunder.
In consideration of the services rendered pursuant to this Agreement,
MassMutual will pay Mellon Equity, on the [ ] business day of each month,
out of the management fee it receives and only to the extent thereof, a fee
calculated daily and paid monthly at the annual rate of [.09% of the first
$100,000,000 of the average daily net asset value of the Fund; .07% of the next
$150,000,000; and .05% on any net assets thereafter, for the preceding month.]
So long as Mellon Equity is the sole investment sub-adviser for the Fund, Mellon
Equity shall pay the fees for the custody services for the Fund, which will be
provided by Boston Safe Deposit and Trust Company.
Net asset value shall be computed on such days and at such time or times as
described in the Fund's then-current Prospectus and Statement of Additional
Information. The fee for the period from the date hereof to the end of the
month hereof shall be pro-rated according to the proportion which such period
bears to the full monthly period, and upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full monthly period.
For the purpose of determining fees payable to Mellon Equity, the value of the
Fund's net assets shall be computed in the manner specified in the Trust's
charter documents or the Fund's Prospectus and Statement of Additional
Information for the computation of the value of the Fund's net assets.
Mellon Equity will bear all expenses in connection with the performance of
its services under this Agreement. All other expenses to be incurred in the
operation of the Fund (other than those borne by MassMutual) will be borne by
the Fund, except to the extent specifically assumed by Mellon Equity.
-2-
<PAGE>
MassMutual understands that Mellon Equity now acts, and that from time to
time hereafter may act, as investment adviser to one or more other investment
companies and fiduciary or other managed accounts, and MassMutual has no
objection to Mellon Equity so acting. When purchase or sale of securities of the
same issuer is suitable for the investment objectives of the Fund and one or
more other investment companies or accounts managed by Mellon Equity which track
an equity index and have available funds for investment, such purchases or sales
may and normally will be combined, to the extent practicable, and will be
allocated as nearly as practicable on a pro rata basis in proportion to the
amounts to be purchased or sold for each. In determining the amounts to be
purchased or sold, the main factors Mellon Equity will consider will be the
investment objectives of the respective portfolios, the relative size of
portfolio holdings of the same or comparable security, availability of cash for
investment by the various portfolios and the size of their respective investment
commitments. Mellon Equity believes that the ability of the Fund to participate
in larger volume transactions will, in most cases, produce better execution for
the Fund although it is recognized that in some cases this procedure may
adversely affect the price paid or received by the Fund or the size of the
position obtainable for or disposed of by the Fund.
In allocating brokerage transactions for the Fund, Mellon Equity shall seek
to obtain the best execution of orders at the most favorable net price. Subject
to this determination, Mellon Equity may consider, among other things, the sale
of shares of the Fund [or other funds advised by Mellon Equity] as a factor in
the selection of broker-dealers to execute portfolio transactions for the Fund;
provided, Mellon Equity may not consider the provision of brokerage research
services (as such term is defined in Section 28(e) of the Securities Exchange
Act of 1934, as amended) in allocating brokerage transactions for the Fund.
In addition, it is understood that the persons employed by Mellon Equity to
assist in the performance of its duties hereunder will not devote their full
time to such services and nothing contained herein shall be deemed to limit or
restrict Mellon Equity's rights or the right of any of its affiliates to engage
in and devote time and attention to other businesses or to render services of
whatever kind or nature, provided that such activities will not adversely affect
or otherwise impair the performance of Mellon Equity's duties and obligations
hereunder.
This Agreement shall continue until [ ], 1999, and thereafter shall
continue automatically for successive annual periods ending on [ ] of
each year, provided such continuance is specifically approved at least annually
by (i) the Trust's Board of Trustees or (ii) vote of a majority (as defined in
the Investment Company Act of 1940, as amended) of the Fund's outstanding voting
securities, provided that in either event its continuance also is approved by a
majority of the Trust's Board members who are not "interested persons" (as
defined in said Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable without penalty (i) by MassMutual upon 60 days' written notice to
Mellon Equity, (ii) by the Trust's Board of Trustees or by vote of the holders
of a majority of the Fund's outstanding voting securities upon 60 days' written
notice to Mellon Equity, or (iii) by Mellon
-3-
<PAGE>
Equity upon not less than 90 days' written notice to the Fund and MassMutual.
This Agreement also will terminate automatically in the event of its assignment
(as defined in said Act). In addition, notwithstanding anything herein to the
contrary, if the Management Agreement terminates for any reason, this Agreement
shall terminate effective upon the date the Management Agreement terminates.
Mellon Equity agrees that all records pertaining to the operation and
administration of the Trust and the Fund (whether prepared by Mellon Equity or
supplied to Mellon Equity by MassMutual, 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 Mellon Equity's possession 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 Mellon Equity 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. Mellon Equity shall submit
to all regulatory and administrative bodies having jurisdiction over the
operations of Mellon Equity, MassMutual 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.
Mellon Equity agrees that neither MassMutual, the Trust, the Fund nor
Mellon Equity are partners of or joint venturers with each other, and nothing
herein shall be construed so as to make them such partners or joint venturers or
impose any liability as such on any of them.
A copy of the Agreement and Declaration of 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.
-4-
<PAGE>
If the foregoing is in accordance with your understanding, will Mellon
Equity kindly so indicate by signing and returning to MassMutual the enclosed
copy hereof.
Very truly yours,
MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY
By: ___________________________
Name:
Title:
Accepted and Agreed to By:
MELLON EQUITY ASSOCIATES
By:_____________________
Name:
Title:
Accepted and Agreed to By:
MML SERIES INVESTMENT FUND, on behalf of MML Equity Index Fund
By:_____________________
Name:
Title:
-5-
<PAGE>
Exhibit 8
---------
CUSTODY AGREEMENT
AGREEMENT dated as of ______________________, 1997, between MML SERIES
INVESTMENT FUND, a business trust organized under the laws of the Commonwealth
of Massachusetts (the " Trust") on behalf of its series, MML Equity Index Fund
(the "Fund"), having its principal office and place of business at 1295 State
Street, Springfield, Massachusetts 01111-0001, and BOSTON SAFE DEPOSIT AND TRUST
COMPANY (the "Custodian"), a Massachusetts trust company with its principal
place of business at One Boston Place, Boston, Massachusetts 02108.
W I T N E S S E T H:
- - - - - - - - - -
That for and in consideration of the mutual promises hereinafter set forth,
the Fund and the Custodian agree as follows:
1. Definitions.
-----------
Whenever used in this Agreement or in any Schedules to this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
(a) "Affiliated Person" shall have the meaning of the term within
Section 2(a)3 of the 1940 Act.
(b) "Authorized Person" shall be deemed to include the Chairman of the
Board of Trustees, the President, and any Vice President, the Secretary,
the Treasurer or any other person, whether or not any such person is an
officer or employee of the Trust, duly authorized by the Board of Trustees
of the Trust to give Oral Instructions and Written Instructions on behalf
of the Fund and listed in the certification annexed hereto as Appendix A or
----------
such other certification as may be received by the Custodian from time to
time.
(c) "Book-Entry System" shall mean the Federal Reserve/Treasury book-
entry system for United States and federal agency Securities, its successor
or successors and its nominee or nominees.
(d) "Business Day" shall mean any day on which the Fund, the Custodian,
the Book-Entry System and appropriate clearing corporation(s) are open for
business.
(e) "Certificate" shall mean any notice, instruction or other instrument
in writing, authorized or required by this Agreement to be given to the
Custodian, which is actually
1
<PAGE>
received by the Custodian and signed on behalf of the Fund by any two
Authorized Persons or any two officers thereof.
(f) "Master Trust Agreement" shall mean the Declaration of Trust of the
Trust dated December 19, 1994 as the same may be amended from time to time.
(g) "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission
under Section 17(a) of the Securities Exchange Act of 1934, as amended, its
successor or successors and its nominee or nominees, in which the Custodian
is hereby specifically authorized to make deposits. The term "Depository"
shall further mean and include any other person to be named in a
Certificate authorized to act as a depository under the 1940 Act, its
successor or successors and its nominee or nominees.
(h) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the government of the United States or agencies or
instrumentalities thereof ("U.S. government securities"), commercial paper,
bank certificates of deposit, bankers' acceptances and short-term corporate
obligations, where the purchase or sale of such securities normally
requires settlement in federal funds on the same day as such purchase or
sale, and repurchase and reverse repurchase agreements with respect to any
of the foregoing types of securities.
(i) "Oral Instructions" shall mean verbal instructions actually received
by the Custodian from a person reasonably believed by the Custodian to be
an Authorized Person.
(j) "Prospectus" shall mean the Fund's current prospectus and statement
of additional information relating to the registration of the Fund's Shares
under the Securities Act of 1933, as amended.
(k) "Shares" refers to shares of beneficial interest of the Fund.
(l) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities, commodities interests and investments from time to time owned
by the Fund.
(m) "Transfer Agent" shall mean the person which performs the transfer
agent, dividend disbursing agent and shareholder servicing agent functions
for the Fund.
2
<PAGE>
(n) "Written Instructions" shall mean a written communication actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person by any system, including, without
limitation, electronic transmissions, facsimile and telex.
(o) The "1940 Act" refers to the Investment Company Act of 1940, and the
Rules and Regulations thereunder, all as amended from time to time.
2. Appointment of Custodian.
------------------------
(a) The Fund hereby constitutes and appoints the Custodian as custodian
of all the Securities and monies at the time owned by or in the possession
of the Fund during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such custodian and agrees
to perform the duties thereof as hereinafter set forth.
3. Compensation
------------
The Custodian agrees to look solely to Mellon Equity Associates for all of
its compensation for services rendered hereunder.
4. Custody of Cash and Securities.
------------------------------
(a) Receipt and Holding of Assets.
-----------------------------
The Fund will deliver or cause to be delivered to the Custodian all
Securities and monies owned by it at any time during the period of this
Agreement. The Custodian will not be responsible for such Securities and
monies until actually received by it. The Fund shall instruct the Custodian
from time to time in its sole discretion, by means of Written Instructions,
or, in connection with the purchase or sale of Money Market Securities, by
means of Oral Instructions confirmed in writing in accordance with
Section 11(h) hereof or Written Instructions, as to the manner in which and
in what amounts Securities and monies are to be deposited on behalf of the
Fund in the Book-Entry System or the Depository; provided, however, that
prior to the deposit of Securities of the Fund in the Book-Entry System or
the Depository, including a deposit in connection with the settlement of a
purchase or sale, the Custodian shall have received a Certificate
specifically approving such deposits by the Custodian in the Book-Entry
System or the Depository. Securities and monies of the Fund deposited in
the Book-Entry System or the Depository will be represented in accounts
which include only assets held by the Custodian for customers,
3
<PAGE>
including but not limited to accounts for which the Custodian acts in a
fiduciary or representative capacity.
(b) Accounts and Disbursements. The Custodian shall establish and
--------------------------
maintain a separate account for the Fund and shall credit to the separate
account all monies received by it for the account of such Fund and shall
disburse the same only:
1. In payment for Securities purchased for the Fund, as provided in
Section 5 hereof;
2. In payment of dividends or distributions with respect to the
Shares, as provided in Section 7 hereof;
3. In payment of original issue or other taxes with respect to the
Shares, as provided in Section 8 hereof;
4. In payment for Shares which have been redeemed by the Fund, as
provided in Section 8 hereof;
5. Pursuant to Written Instructions setting forth the name and
address of the person to whom the payment is to be made, the amount
to be paid and the purpose for which payment is to be made, provided
that in the event of disbursements pursuant to this sub-section
4(b)(5), the Fund shall indemnify and hold the Custodian harmless
from any claims or losses arising out of such disbursements in
reliance on such Written Instructions which it, reasonably in good
faith, believes to be received from duly Authorized Persons; or
6. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Fund, as provided in
Section 11(i).
(c) Confirmation and Statements. Promptly after the close of business on
---------------------------
each day, the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund during said
day. Where securities purchased by the Fund are in a fungible bulk of
securities registered in the name of the Custodian (or its nominee) or
shown on the Custodian's account on the books of the Depository or the
Book-Entry System, the Custodian shall by book entry or otherwise identify
the quantity of those securities belonging to the Fund. At least monthly,
and upon reasonable written request by the Fund, the Custodian shall
furnish the Fund with a detailed statement of the Securities and monies
held for the Fund under this Agreement.
4
<PAGE>
(d) Registration of Securities and Physical Separation. All Securities
--------------------------------------------------
held for the Fund which are issued or issuable only in bearer form, except
such Securities as are held in the Book-Entry System, shall be held by the
Custodian in that form; all other Securities held for the Fund may be
registered in the name of the Fund, in the name of the Custodian, in the
name of any duly appointed registered nominee of the Custodian as the
Custodian may from time to time determine, or in the name of the Book-Entry
System or the Depository or their successor or successors, or their nominee
or nominees. The Custodian shall use such method of registration and
safekeeping of the Securities as it is instructed by the Fund. The Fund
agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in
the name of its registered nominee or in the name of the Book-Entry System
or the Depository, any Securities which it may hold for the account of the
Fund and which may from time to time be registered in the name of the Fund.
The Custodian shall hold all such Securities specifically held for the Fund
which are not held in the Book-Entry System or the Depository in a separate
account for the Fund in the name of the Fund physically segregated at all
times from those of any other person or persons.
(e) Segregated Accounts. Upon receipt of a Written Instruction the
-------------------
Custodian will establish segregated accounts on behalf of the Fund to hold
liquid or other assets as it shall be directed by a Written Instruction and
shall increase or decrease the assets in such segregated accounts only as
it shall be directed by subsequent Written Instruction.
(f) Collection of Income and Other Matters Affecting Securities. Unless
-----------------------------------------------------------
otherwise instructed to the contrary by a Written Instruction, the
Custodian by itself, or through the use of the Book-Entry System or the
Depository with respect to Securities therein deposited, shall with respect
to all Securities held for the Fund in accordance with this Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed, retired or
otherwise become payable. Notwithstanding the foregoing, the
Custodian shall have no responsibility to the Fund for monitoring or
ascertaining any call, redemption or retirement dates with respect to
put bonds which are owned by the Fund and held by the Custodian or
its nominees. Nor shall the Custodian have any responsibility or
liability to the Fund for any loss by the Fund for any missed
payments or other defaults resulting therefrom, unless the Custodian
received timely notification from the Fund specifying the time, place
and manner for the presentment of any such put bond owned by the Fund
and held by the Custodian or its nominee. The Custodian shall not be
responsible and assumes no liability to the Fund for the accuracy or
5
<PAGE>
completeness of any notification the Custodian may furnish to the
Fund with respect to put bonds;
3. Surrender Securities in temporary form for definitive
Securities;
4. Execute any necessary declarations or certificates of ownership
under the Federal income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect; and
5. Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the
account of the Fund all rights and similar Securities issued with
respect to any Securities held by the Custodian hereunder for the
Fund.
6. Promptly transmit to the Fund to the attention of _____________
at the address listed in Section 14, Paragraph (d) hereof, any
communication relating to a security held by the Custodian for the
Fund. The Fund shall notify the Custodian in writing of any change of
the person at the Fund to whom any communications relating to a
security should be directed.
7. The Custodian shall promptly notify the Fund in writing, by
facsimile transmission or in such other manner as such Fund and
Custodian may agree in writing if any amount payable with respect to
Securities or other assets of such Fund is not received by the
Custodian when due.
(g) Delivery of Securities and Evidence of Authority. Upon receipt of a
------------------------------------------------
Written Instruction and not otherwise, except for subparagraphs 5, 6, 7,
and 8 of this Section 4(g) which may be effected by Oral or Written
Instructions, the Custodian, directly or through the use of the Book-Entry
System or the Depository, shall:
1. Execute and deliver or cause to be executed and delivered to
such persons as may be designated in such Written Instructions,
proxies, consents, authorizations, and any other instruments whereby
the authority of the Fund as owner of any Securities may be
exercised;
2. Deliver or cause to be delivered any Securities held for the
Fund in exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the exercise
of any conversion privilege;
6
<PAGE>
3. Deliver or cause to be delivered any Securities held for the
Fund to any protective committee, reorganization committee or other
person in connection with the reorganization, refinancing, merger,
consolidation or recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this Agreement
in the separate account for the Fund such certificates of deposit,
interim receipts or other instruments or documents as may be issued
to it to evidence such delivery;
4. Make or cause to be made such transfers or exchanges of the
assets specifically allocated to the separate account of the Fund and
take such other steps as shall be stated in Written Instructions to
be for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund;
5. Deliver Securities upon sale of such Securities for the account
of the Fund pursuant to Section 5;
6. Deliver Securities upon the receipt of payment in connection
with any repurchase agreement related to such Securities entered into
by the Fund;
7. Deliver Securities owned by the Fund to the issuer thereof or
its agent when such Securities are called, redeemed, retired or
otherwise become payable; provided, however, that in any such case
the cash or other consideration is to be delivered to the Custodian.
Notwithstanding the foregoing, the Custodian shall have no
responsibility to the Fund for monitoring or ascertaining any call,
redemption or retirement dates with respect to the put bonds which
are owned by the Fund and held by the Custodian or its nominee. Nor
shall the Custodian have any responsibility or liability to the Fund
for any loss by the Fund for any missed payment or other default
resulting therefrom unless the Custodian received timely notification
from the Fund specifying the time, place and manner for the
presentment of any such put bond owned by the Fund and held by the
Custodian or its nominee. The Custodian shall not be responsible and
assumes no liability to the Fund for the accuracy or completeness of
any notification the Custodian may furnish to the Fund with respect
to put bonds;
8. Deliver Securities for delivery in connection with any loans of
Securities made by the Fund but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian and the
Fund which may be in the form of cash or U.S. government securities
or a letter of credit;
7
<PAGE>
9. Deliver Securities for delivery as security in connection with
any borrowings by the Fund requiring a pledge of Fund assets, but
only against receipt of amounts borrowed;
10. Deliver Securities upon receipt of Written Instructions from the
Fund for delivery to the Transfer Agent or to the holders of Shares
in connection with distributions in kind, as may be described from
time to time in the Fund's Prospectus, in satisfaction of requests by
holders of Shares for repurchase or redemption;
11. Deliver Securities as collateral in connection with short sales
by the Fund of common stock for which the Fund owns the stock or owns
preferred stocks or debt securities convertible or exchangeable,
without payment or further consideration, into shares of the common
stock sold short;
12. Deliver Securities for any purpose expressly permitted by and in
accordance with procedures described in the Fund's Prospectus; and
13. Deliver Securities for any other proper business purpose, but
only upon receipt of, in addition to Written Instructions, a
certified copy of a resolution of the Board of Trustees signed by an
Authorized Person and certified by the Secretary of the Trust,
specifying the Securities to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such purpose to be a
proper business purpose, and naming the person or persons to whom
delivery of such Securities shall be made.
(h) Endorsement and Collection of Checks, Etc. The Custodian is hereby
-----------------------------------------
authorized to endorse and collect all checks, drafts or other orders for
the payment of money received by the Custodian for the account of the Fund.
5. Purchase and Sale of Investments of the Fund.
--------------------------------------------
(a) Promptly after each purchase of Securities for the Fund, the Fund
shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Written Instruction,
and (ii) with respect to each purchase of Money Market Securities, either a
Written Instruction or Oral Instruction, in either case specifying with
respect to each purchase: (1) the name of the issuer and the title of the
Securities; (2) the number of shares or the principal amount purchased and
accrued interest, if any; (3) the date of purchase and settlement; (4) the
purchase price per unit; (5) the total amount payable upon such purchase;
(6) the name of the person from whom or the broker through whom
8
<PAGE>
the purchase was made, if any; (7) whether or not such purchase is to be
settled through the Book-Entry System or the Depository; and (8) whether
the Securities purchased are to be deposited in the Book-Entry System or
the Depository. The Custodian shall receive the Securities purchased by or
for the Fund and upon receipt of Securities shall pay out of the monies
held for the account of the Fund the total amount payable upon such
purchase, provided that the same conforms to the total amount payable as
set forth in such Written or Oral Instruction.
(b) Promptly after each sale of Securities of the Fund, the Fund shall
deliver to the Custodian (i) with respect to each sale of Securities which
are not Money Market Securities, a Written Instruction, and (ii) with
respect to each sale of Money Market Securities, either Written Instruction
or Oral Instructions, in either case specifying with respect to such sale:
(1) the name of the issuer and the title of the Securities; (2) the number
of shares or principal amount sold, and accrued interest, if any; (3) the
date of sale; (4) the sale price per unit; (5) the total amount payable to
the Fund upon such sale; (6) the name of the broker through whom or the
person to whom the sale was made; and (7) whether or not such sale is to be
settled through the Book-Entry System or the Depository. The Custodian
shall deliver or cause to be delivered the Securities to the broker or
other person designated by the Fund upon receipt of the total amount
payable to the Fund upon such sale, provided that the same conforms to the
total amount payable to the Fund as set forth in such Written or Oral
Instruction. Subject to the foregoing, the Custodian may accept payment in
such form as shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing among dealers
in Securities.
6. Lending of Securities.
---------------------
If the Fund is permitted by the terms of the Master Trust Agreement
and as disclosed in its Prospectus to lend securities, within 24 hours
before each loan of Securities, the Fund shall deliver to the Custodian a
Written Instruction specifying with respect to each such loan: (a) the name
of the issuer and the title of the Securities; (b) the number of shares or
the principal amount loaned; (c) the date of loan and delivery; (d) the
total amount to be delivered to the Custodian, and specifically allocated
against the loan of the Securities, including the amount of cash collateral
and the premium, if any, separately identified; (e) the name of the broker,
dealer or financial institution to which the loan was made; and (f) whether
the Securities loaned are to be delivered through the Book-Entry System or
the Depository.
Promptly after each termination of a loan of Securities, the Fund
shall deliver to the Custodian a Written Instruction specifying with
respect to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be returned;
9
<PAGE>
(b) the number of shares or the principal amount to be returned; (c) the
date of termination; (d) the total amount to be delivered by the Custodian
(including the cash collateral for such Securities minus any offsetting
credits as described in said Written Instruction); (e) the name of the
broker, dealer or financial institution from which the Securities will be
returned; and (f) whether such return is to be effected through the Book-
Entry System or the Depository. The Custodian shall receive all Securities
returned from the broker, dealer or financial institution to which such
Securities were loaned and upon receipt thereof shall pay the total amount
payable upon such return of Securities as set forth in the Written
Instruction. Securities returned to the Custodian shall be held as they
were prior to such loan.
7. Payment of Dividends or Distributions.
-------------------------------------
(a) The Fund shall furnish to the Custodian the vote of the Board of
Trustees of the Trust certified by the Secretary (i) authorizing the
declaration of distributions on a specified periodic basis and authorizing
the Custodian to rely on Oral or Written Instructions specifying the date
of the declaration of such distribution, the date of payment thereof, the
record date as of which shareholders entitled to payment shall be
determined, the amount payable per share to the shareholders of record as
of the record date and the total amount payable to the Transfer Agent on
the payment date, or (ii) setting forth the date of declaration of any
distribution by the Fund, the date of payment thereof, the record date as
of which shareholders entitled to payment shall be determined, the amount
payable per share to the shareholders of record as of the record date and
the total amount payable to the Transfer Agent on the payment date.
(b) Upon the payment date specified in such vote, Oral Instructions or
Written Instructions, as the case may be, the Custodian shall pay out the
total amount payable to the Transfer Agent of the Fund.
8. Sale and Redemption of Shares of the Fund.
-----------------------------------------
(a) Whenever the Fund shall sell any Shares, the Fund shall deliver or
cause to be delivered to the Custodian a Written Instruction duly
specifying:
1. The number of Shares sold, trade date, and price; and
2. The amount of money to be received by the Custodian for the sale
of such Shares.
10
<PAGE>
The Custodian understands and agrees that Written Instructions may be
furnished subsequent to the purchase of Shares and that the information
contained therein will be derived from the sales of Shares as reported to
the Fund by the Transfer Agent.
(b) Upon receipt of money from the Transfer Agent, the Custodian shall
credit such money to the separate account of the Fund.
(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 8, the Custodian shall pay all original issue or
other taxes required to be paid in connection with such issuance upon the
receipt of a Written Instruction specifying the amount to be paid.
(d) Except as provided hereafter, whenever any Shares are redeemed, the
Fund shall cause the Transfer Agent to promptly furnish to the Custodian
Written Instructions, specifying:
1. The number of Shares redeemed; and
2. The amount to be paid for the Shares redeemed.
The Custodian further understands that the information contained in
such Written Instructions will be derived from the redemption of Shares as
reported to the Fund by the Transfer Agent.
(e) Upon receipt from the Transfer Agent of advice setting forth the
number of Shares received by the Transfer Agent for redemption and that
such Shares are valid and in good form for redemption, the Custodian shall
make payment to the Transfer Agent of the total amount specified in a
Written Instruction issued pursuant to paragraph (d) of this Section 8.
(f) Notwithstanding the above provisions regarding the redemption of
Shares, whenever such Shares are redeemed pursuant to any check redemption
privilege which may from time to time be offered by the Fund, the
Custodian, unless otherwise instructed by a Written Instruction shall, upon
receipt of advice from the Fund or its agent stating that the redemption is
in good form for redemption in accordance with the check redemption
procedure, honor the check presented as part of such check redemption
privilege out of the monies specifically allocated to the Fund in such
advice for such purpose.
9. Indebtedness.
------------
11
<PAGE>
(a) The Fund will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Fund borrows money for temporary
administrative or emergency purposes using Securities as collateral for
such borrowings, a notice or undertaking in the form currently employed by
any such bank setting forth the amount which such bank will loan to the
Fund against delivery of a stated amount of collateral. The Fund shall
promptly deliver to the Custodian Written Instructions stating with respect
to each such borrowing: (1) the name of the bank; (2) the amount and terms
of the borrowing, which may be set forth by incorporating by reference an
attached promissory note, duly endorsed by the Fund, or other loan
agreement; (3) the time and date, if known, on which the loan is to be
entered into (the "borrowing date"); (4) the date on which the loan becomes
due and payable; (5) the total amount payable to the Fund on the borrowing
date; (6) the market value of Securities to be delivered as collateral for
such loan, including the name of the issuer, the title and the number of
shares or the principal amount of any particular Securities; (7) whether
the Custodian is to deliver such collateral through the Book-Entry System
or the Depository; and (8) a statement that such loan is in conformance
with the 1940 Act and the Fund's Prospectus.
(b) Upon receipt of the Written Instruction referred to in subparagraph
(a) above, the Custodian shall deliver on the borrowing date the specified
collateral and the executed promissory note, if any, against delivery by
the lending bank of the total amount of the loan payable, provided that the
same conforms to the total amount payable as set forth in the Written
Instruction. The Custodian may, at the option of the lending bank, keep
such collateral in its possession, but such collateral shall be subject to
all rights therein given the lending bank by virtue of any promissory note
or loan agreement. The Custodian shall deliver as additional collateral in
the manner directed by the Fund from time to time such Securities as may be
specified in Written Instruction to collateralize further any transaction
described in this Section 9. The Fund shall cause all Securities released
from collateral status to be returned directly to the Custodian, and the
Custodian shall receive from time to time such return of collateral as may
be tendered to it. In the event that the Fund fails to specify in Written
Instruction all of the information required by this Section 9, the
Custodian shall not be under any obligation to deliver any Securities.
Collateral returned to the Custodian shall be held hereunder as it was
prior to being used as collateral.
10. Persons Having Access to Assets of the Fund.
-------------------------------------------
(a) No trustee or agent of the Fund, and no officer, director, employee
or agent of the Fund's investment adviser, of any sub-investment adviser of
the Fund, or of the Fund's administrator, shall have physical access to the
assets of the Fund held by the Custodian or be authorized or permitted to
withdraw any investments of the Fund, nor shall the Custodian deliver any
assets of the Fund to any such person. No officer, director, employee or
agent
12
<PAGE>
of the Custodian who holds any similar position with the Fund's investment
adviser, with any sub-investment adviser of the Fund or with the Fund's
administrator shall have access to the assets of the Fund.
(b) Nothing in this Section 10 shall prohibit any duly authorized
officer, employee or agent of the Trust, or any duly authorized officer,
director, employee or agent of the investment adviser, of any sub-
investment adviser of the Fund or of the Fund's administrator, from giving
Oral Instructions or Written Instructions to the Custodian or executing a
Certificate so long as it does not result in delivery of or access to
assets of the Fund prohibited by paragraph (a) of this Section 10.
11. Concerning the Custodian.
------------------------
(a) Standard of Conduct. Notwithstanding any other provision of this
-------------------
Agreement, neither the Custodian nor its nominee shall be liable for any
loss or damage, including counsel fees, resulting from its action or
omission to act or otherwise, except for any such loss or damage arising
out of the negligence or willful misconduct of the Custodian or any of its
employees, sub-custodians or agents. The Custodian may, with respect to
questions of law, apply for and obtain the advice and opinion of counsel to
the Fund at the expense of the Fund or its own counsel at its own expense,
and shall be fully protected with respect to anything done or omitted by it
in good faith in conformity with such advice or opinion. The Custodian
shall not be liable to the Fund for any loss or damage resulting from the
use of the Book-Entry System or the Depository.
(b) Limit of Duties. Without limiting the generality of the foregoing,
---------------
the Custodian shall be under no duty or obligation to inquire into, and
shall not be liable for:
1. The validity of the issue of any Securities purchased by the
Fund, the legality of the purchase thereof, or the propriety of the
amount paid therefor;
2. The legality of the sale of any Securities by the Fund or the
propriety of the amount for which the same are sold;
3. The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;
4. The legality of the redemption of any Shares, or the propriety of
the amount to be paid therefor;
5. The legality of the declaration or payment of any distribution of
the Fund;
13
<PAGE>
6. The legality of any borrowing for temporary administrative or
emergency purposes.
(c) No Liability Until Receipt. The Custodian shall not be liable for, or
--------------------------
considered to be the Custodian of, any money, whether or not represented by
any check, draft, or other instrument for the payment of money, received by
it on behalf of the Fund until the Custodian actually receives and collects
such money directly or by the final crediting of the account representing
the Fund's interest in the Book-Entry System or the Depository.
(d) Amounts Due from Transfer Agent. The Custodian shall not be under any
-------------------------------
duty or obligation to take action to effect collection of any amount due to
the Fund from the Transfer Agent nor to take any action to effect payment or
distribution by the Transfer Agent of any amount paid by the Custodian to
the Transfer Agent in accordance with this Agreement.
(e) Collection Where Payment Refused. The Custodian shall not be under any
--------------------------------
duty or obligation to take action to effect collection of any amount, if the
Securities upon which such amount is payable are in default, or if payment
is refused after due demand or presentation, unless and until (i) it shall
be directed to take such action by a Certificate and (ii) it shall be
assured to its satisfaction of reimbursement of its costs and expenses in
connection with any such action.
(f) Appointment of Agents and Sub-Custodians. Subject to the approval of
----------------------------------------
the Board of Trustees of the Trust, the Custodian may appoint one or more
banking institutions, including but not limited to banking institutions
located in foreign countries, to act as Depository or Depositories or as
sub-custodian or as sub-custodians of Securities and monies at any time
owned by the Fund. The Custodian shall use reasonable care in selecting a
sub-custodian located in a country other than the United States ("Foreign
Sub-Custodian"), and shall oversee the maintenance of any Securities or
monies of the Fund by any Foreign Sub-Custodian. In addition, the Custodian
shall hold the Fund harmless from, and indemnify the Fund against, any loss
that occurs as a result of the failure of any Foreign Sub-Custodian to
exercise reasonable care with respect to the safekeeping of Securities and
monies of the Fund. Notwithstanding the generality of the foregoing,
however, the Custodian shall not be liable for any losses resulting from or
caused by events or circumstances beyond its reasonable control, including,
but not limited to, losses resulting from nationalization, expropriation,
devaluation, revaluation, confiscation, seizure, cancellation, destruction
or similar action by any governmental authority, de facto or de jure; or
enactment, promulgation, imposition or enforcement by any such governmental
authority of currency restrictions, exchange controls, taxes, levies or
other charges affecting
14
<PAGE>
the Fund's property; or acts of war, terrorism, insurrection or revolution;
or any other similar act or event beyond the Custodian's or its agent's
control. This Section shall survive the termination of this Agreement.
(g) No Duty to Ascertain Authority. The Custodian shall not be under any
------------------------------
duty or obligation to ascertain whether any Securities at any time delivered
to or held by it for the Fund are such as may properly be held by the Fund
under the provisions of the Master Trust Agreement and the Prospectus.
(h) Reliance on Certificates and Instructions. The Custodian shall be
-----------------------------------------
entitled to rely upon any Certificate, notice or other instrument in writing
received by the Custodian and reasonably believed by the Custodian in good
faith to be genuine and to be signed by an officer or Authorized Person of
the Fund. The Custodian shall be entitled to rely upon any Written
Instructions or Oral Instructions actually received by the Custodian
pursuant to the applicable Sections of this Agreement and reasonably
believed by the Custodian to be genuine and to be given by an Authorized
Person. The Fund agrees to forward to the Custodian Written Instructions
from an Authorized Person confirming such Oral Instructions in such manner
so that such Written Instructions are received by the Custodian, whether by
hand delivery, facsimile transmissions, telex or otherwise, by the close of
business on the same day that such Oral Instructions are given to the
Custodian. The Fund agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the validity of the
transactions or enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no liability to the
Fund in acting upon Oral Instructions given to the Custodian hereunder
concerning such transactions provided such instructions reasonably believed
by the Custodian in good faith to have been received from a duly Authorized
Person.
(i) Overdraft Facility and Security for Payment. In the event that the
-------------------------------------------
Custodian is directed by Written Instruction (or Oral Instructions confirmed
in writing in accordance with Section 11(h) hereof) to make any payment or
transfer of monies on behalf of the Fund for which there would be, at the
close of business on the date of such payment or transfer, insufficient
monies held by the Custodian on behalf of the Fund, the Custodian may, in its
sole discretion, provide an overdraft (an "Overdraft") to the Fund in an
amount sufficient to allow the completion of such payment or transfer. Any
Overdraft provided hereunder: (a) shall be payable on the next Business Day,
unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue
interest from the date of the Overdraft to the date of payment in full by the
Fund at a rate agreed upon in writing, from time to time, by the Custodian
and the Fund. The Custodian and the Fund acknowledge that the purpose of
such Overdraft is to temporarily finance the purchase of Securities for
prompt delivery in accordance with the terms hereof, to meet unanticipated or
unusual redemptions, to allow the settlement of
15
<PAGE>
foreign exchange contracts or to meet other emergency expenses not reasonably
foreseeable by the Fund. The Custodian shall promptly notify the Fund in
writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or
in such other manner as the Fund and the Custodian may agree in writing. To
secure payment of any Overdraft, the Fund hereby grants to the Custodian a
continuing security interest in and right of setoff against the Securities
and cash in the Fund's account from time to time in the full amount of such
Overdraft. Should the Fund fail to pay promptly any amounts owed hereunder,
the Custodian shall be entitled to use available cash in the Fund's account
and to liquidate Securities in the account as is necessary to meet the Fund's
obligations under the Overdraft. In any such case, and without limiting the
foregoing, the Custodian shall be entitled to take such other actions(s) or
exercise such other options, powers and rights as the Custodian now or
hereafter has as a secured creditor under the Massachusetts Uniform
Commercial Code or any other applicable law.
(j) Inspection of Books and Records. The books and records of the Custodian
-------------------------------
shall be open to inspection and audit at reasonable times by officers and
auditors employed by the Fund and by the appropriate employees of the
Securities and Exchange Commission.
The Custodian shall provide the Fund with any report obtained by the
Custodian on the system of internal accounting control of the Book-Entry
System or the Depository and with such reports on its own systems of
internal accounting control as the Fund may reasonably request from time to
time.
12. Term and Termination.
---------------------
(a) This Agreement shall become effective on the date first set forth above
(the "Effective Date") and shall continue in effect thereafter until such
time as this Agreement may be terminated in accordance with the provisions
hereof.
(b) Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which shall be not less than 60 days after the date of receipt of such
notice. In the event such notice is given by the Fund, it shall be
accompanied by a certified vote of the Board of Trustees of the Trust,
electing to terminate this Agreement and designating a successor custodian
or custodians, which shall be a person qualified to so act under the 1940
Act.
In the event such notice is given by the Custodian, the Fund shall, on
or before the termination date, deliver to the Custodian a certified vote of
the Board of Trustees of the Trust, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the Custodian
may designate a successor custodian, which shall be a person
16
<PAGE>
qualified to so act under the 1940 Act. If the Fund fails to designate a
successor custodian, the Fund shall upon the date specified in the notice of
termination of this Agreement and upon the delivery by the Custodian of all
Securities (other than Securities held in the Book-Entry System which cannot
be delivered to the Fund) and monies then owned by the Fund, be deemed to be
its own custodian and the Custodian shall thereby be relieved of all duties
and responsibilities pursuant to this Agreement, other than the duty with
respect to Securities held in the Book-Entry System which cannot be
delivered to the Fund.
(c) Upon the date set forth in such notice under paragraph (b) of this
Section 12, this Agreement shall terminate to the extent specified in such
notice, and the Custodian shall upon receipt of a notice of acceptance by
the successor custodian on that date deliver directly to the successor
custodian all Securities and monies then held by the Custodian on behalf of
the Fund, after deducting all fees, expenses and other amounts for which it
shall then be entitled to payment or reimbursement by the Fund.
13. Limitation of Liability.
------------------------
The Fund and the Custodian agree that the obligations of the Fund under
this Agreement shall not be binding upon any of the Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or future, of
the Trust, individually, but are binding only upon the assets and property
of the Fund, as provided in the Master Trust Agreement. The execution and
delivery of this Agreement have been authorized by the Trustees of the
Trust, and signed by an authorized officer of the Trust, acting as such.
Neither such authorization by such Trustees nor such execution and delivery
by such officer shall be deemed to have been made by any of them or any
shareholder of the Fund individually or to impose any liability on any of
them or any shareholder of the Fund personally, but shall bind only the
assets and property of the Fund as provided in the Master Trust Agreement.
The Master Trust Agreement is on file with the Secretary of the Commonwealth
of Massachusetts.
14. Miscellaneous.
--------------
(a) Annexed hereto as Appendix A is a certification signed by the Secretary
----------
of the Trust setting forth the names and the signatures of the present
Authorized Persons. The Fund agrees to furnish to the Custodian a new
certification in similar form in the event that any such present Authorized
Person ceases to be such an Authorized Person or in the event that other or
additional Authorized Persons are elected or appointed. Until such new
certification shall be received, the Custodian shall be fully protected in
acting under the provisions of this Agreement upon Oral Instructions or
signatures of the present Authorized Persons as set forth in the last
delivered certification.
17
<PAGE>
(b) Annexed hereto as Appendix B is a certification signed by the Secretary
----------
of the Trust setting forth the names and the signatures of the present
officers of the Trust. The Fund agrees to furnish to the Custodian a new
certification in similar form in the event any such present officer ceases
to be an officer of the Trust or in the event that other or additional
officers are elected or appointed. Until such new certification shall be
received, the Custodian shall be fully protected in acting under the
provisions of this Agreement upon the signature of an officer as set forth
in the last delivered certification.
(c) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed, delivered, or transmitted by
facsimile with hard copy confirmation to follow, at its offices at One
Boston Place, Boston, Massachusetts 02108 (fax number: (617) 382-2671) or
at such other place as the Custodian may from time to time designate in
writing.
(d) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund, shall be sufficiently given if
addressed to the Fund and mailed or delivered to it at its offices at 1295
State Street, Springfield, MA 01111 or at such other place as the Fund may
from time to time designate in writing.
(e) This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties with the same formality as this
Agreement (i) authorized, or ratified and approved by a vote of the Board of
Trustees of the Trust or (ii) authorized, or ratified and approved by such
other procedures as may be permitted or required by the 1940 Act.
(f) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written
consent of the Custodian, or by the Custodian without the written consent of
the Fund authorized or approved by a vote of the Board of Trustees of the
Trust and any attempted assignment without such written consent shall be
null and void. Nothing in this Agreement shall give or be construed to give
or confer upon any third party any rights hereunder.
(g) The Fund represents that a copy of the Master Trust Agreement is on
file with the Secretary of the Commonwealth of Massachusetts and with the
Springfield City Clerk.
(h) This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts.
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<PAGE>
(i) The captions of the Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(j) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
19
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective representatives duly authorized as of the day and
year first above written.
MML SERIES INVESTMENT FUND
on behalf of Equity Index Fund
By:
Name:
Title:
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By:
Name:
Title:
20
<PAGE>
APPENDIX A
----------
I, _____________________________________, the Secretary of MML SERIES
INVESTMENT FUND, a business trust organized under the laws of the Commonwealth
of Massachusetts, do hereby certify that:
The following individuals have been duly authorized as Authorized Persons
give Oral Instructions and Written Instructions on behalf of the MML Equity
Index Fund and the specimen signatures set forth opposite their respective names
are their true and correct signatures:
Name Signature
---- ---------
MML SERIES INVESTMENT FUND
By:
Secretary
Dated:
21
<PAGE>
APPENDIX B
----------
I, ______________________________, the Secretary of MML SERIES
INVESTMENT FUND (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, do hereby certify that:
The following individuals serve in the following positions with the
Trust and each individual has been duly elected or appointed to each such
position and qualified therefor in conformity with the Trust's Master Trust
Agreement and the specimen signatures set forth opposite their respective names
are their true and correct signatures:
Name Position Signature
- ---- -------- ---------
Chairman of the Board
President
Treasurer
Secretary
Vice President and
Investment Officer
Vice President and
Investment Officer
MML SERIES INVESTMENT FUND
By:
Secretary
Dated:
22
<PAGE>
Exhibit 10
[Ropes & Gray Letterhead]
February 14, 1997
MML Series Investment Fund
1295 State Street
Springfield, MA 01111
Ladies and Gentlemen:
We are furnishing this opinion in connection with the proposed offer and
sale from time to time by MML Series Investment Fund (the "Trust") of an
indefinite number of shares of beneficial interest (the "Shares") in MML Equity
Index Fund (the "Fund") pursuant to a post-effective amendment to the Trust's
Registration Statement on Form N-1A (File No. 811-2224) under the Securities Act
of 1933, as amended.
We are familiar with the action taken by the Trustees of the Trust to
authorize the issuance of the Shares. We have examined the Trust's records of
Trustee action, its By-Laws and its Agreement and Declaration of Trust, as
amended to date. We have examined such other documents as we deem necessary for
the purposes of this opinion.
We assume that, upon sale of the Shares, the Trust will receive the
authorized consideration therefor, which will at least equal the net asset value
of the Shares.
We assume that appropriate action has been taken to register or qualify the
sale of the Shares under any applicable state laws regulating offerings and
sales of securities.
Based upon the foregoing, we are of the opinion that the Trust is
authorized to issue an unlimited number of Shares, and that, when the Shares are
issued and sold after the post-effective amendment to the Registration Statement
has been declared effective and the authorized consideration therefor is
received by the Trust, they will be validly issued, fully paid and nonassessable
by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business
<PAGE>
MML Series Investment Fund -2- February 14, 1997
trust". Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust or any
series of the Trust ( a "Series"). However, the Agreement and Declaration of
Trust (i) provides that all persons extending credit to, contracting with or
having any claim against the Trust or a Series shall look only to the assets of
the Trust or the assets of the Series and that the shareholders shall not be
liable therefor, and (ii) requires that notice of such disclaimer of shareholder
liability be given in every note, bond, contract, instrument, certificate or
other undertaking issued by or on behalf of the Trust. The Agreement and
Declaration of Trust provides for indemnification out of the assets of a
particular Series for all loss and expense of any shareholder held personally
liable for the obligations of that Series solely by reason of his or her being
or having been a shareholder. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the relevant Series would be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to the aforesaid
post-effective amendment to the Trust's Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
