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Rule 485(a)
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. 38 [X]
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 23 [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: October 22, 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 have filed a Rule 24f-2 Notice with respect to
Registrant's fiscal year ended December 31, 1997 on March 10, 1998.
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. 38 to its Registration
Statement No. 2-39334 under the Securities Act of 1933 and this Amendment No. 23
to its Registration Statement No. 811-2224 under the Investment Company Act of
1940. This Post-Effective Amendment relates solely to the MML Small Cap Value
Equity 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 SMALL CAP VALUE EQUITY FUND
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ITEM NO. OF FORM N1-A PROSPECTUS LOCATION OR CAPTION
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PART A
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1 Prospectus Cover Page
2 Not Applicable
3(a) and (b) Not Applicable
3(c) Investment Performance, Related Performance
3(d) Not Applicable
4(a), (b) and (c) General Information; Investment Objectives;
Investment Practices and Related Risks
5(a) Management of MML Trust
5(b), (d), (e), (f) and (g) Investment Managers; 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
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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) Additional Investment Policies
13(b) Fundamental Investment Restrictions;
Non-Fundamental Investment Restrictions
13(c) Additional Investment Policies
13(d) Brokerage Allocation
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; Counsel
16(d), (g) Not Applicable
17(a), (c) Brokerage Allocation
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 Tax Status; Certain Tax and Accounting
Information
21 Not Applicable
22 Investment Performance
23 Not Applicable
PART C
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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 June 1, 1998
MML SMALL CAP VALUE EQUITY FUND
1295 State Street
Springfield, Massachusetts
(413) 744-8480
MML Series Investment Fund ("MML Trust") is a no-load, open-end, management
investment company having separate investment portfolios, each of which has
different investment objectives and is designed to meet different investment
needs. This Prospectus relates only to one such portfolio, MML Small Cap Value
Equity Fund (the "Fund"). The Fund's investment objective is to achieve
long-term growth of capital and income by investing primarily in a diversified
portfolio of equity securities of smaller companies. For further information
about the Fund's investment objective and policies, see "Investment Objective"
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 June 1, 1998, as amended from time to time,
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. Please read this Prospectus carefully and retain it for
future reference for information about MML Trust and the Fund.
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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
Page
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General Information ................................................... 3
Investment Objective .................................................. 3
Investment Practices and Related Risks ................................ 3
Investment Managers ................................................... 5
Capital Shares ........................................................ 6
Net Asset Value ....................................................... 7
Sale and Redemption of Shares ......................................... 7
Tax Status ............................................................ 7
Dividends and Capital Gains Distributions ............................. 8
Investment Performance ................................................ 8
Related Performance ................................................... 8
Management of MML Trust ............................................... 9
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I. General Information
MML Series Investment Fund ("MML Trust") is a no-load, open-end, management
investment company having separate investment portfolios, each of which has its
own investment objectives and policies and is designed to meet different
investment needs. This Prospectus provides information regarding MML Small Cap
Value Equity Fund (the "Fund"), a diversified investment portfolio 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 its 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. MassMutual has entered into an investment sub-advisory agreement
pursuant to which David L. Babson and Company Incorporated ("Babson") manages
the investment of the assets of the Fund. Both MassMutual and Babson are
registered with the Securities and Exchange Commission (the "SEC") as investment
advisers (MassMutual and Babson are referred to hereinafter collectively as
the "Advisers"). For further information, see "Investment Managers."
II. Investment Objective
The investment objective of the Fund discussed below 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
shares are present in person or by proxy, or (2) more than 50% of the Fund's
outstanding shares). There is no assurance that the investment objective of the
Fund will be realized. The success of this objective depends to a great extent
upon management's ability to assess changes in business and economic conditions.
For further information about investment policies and techniques, see
"Investment Practices and Related Risks."
The investment objective of the Fund is to achieve long-term growth of capital
and income by investing primarily in a diversified portfolio of equity
securities of smaller companies.
The Fund invests primarily in common stocks, securities convertible into common
stocks and other equity securities (such as warrants and stock rights) which are
issued by companies with a market capitalization, at the time of purchase, of
$750 million or less and which are listed on a national securities exchange or
traded in the over-the-counter market.
The Fund utilizes a value-oriented strategy in making investment decisions. As
such, investments are made in securities of companies that, in the opinion of
Babson, are of high quality or possess a unique product, market position or
operating characteristics which result in above-average levels of profitability
or superior growth potential and are attractively valued in the marketplace.
Traditional fundamental research techniques are employed to determine investment
quality and growth potential, emphasizing each issuer's historic financial
performance, balance sheet strength, management capability and competitive
position. Valuation parameters are examined to determine the attractiveness of
individual securities. On average, the Fund's holdings will have price/earnings
ratios and price/book value ratios below those of the S&P 500 Composite Stock
Price Index (the "S&P 500 Stock Index"). Consideration also is given to
securities of companies whose current prices do not adequately reflect, in the
opinion of Babson, the ongoing business value of the enterprise.
The Fund may purchase securities with above-average volatility relative to
indices like the S&P 500 Stock Index. While such volatility frequently may
involve the opportunity for greater gain, it also generally involves greater
risk of loss and, as a result, the Fund's shares are suitable only for those
investors who are in a financial position to assume such risk.
III. Investment Practices and Related Risks
The Fund may invest in a wide range of investments and engage in various
investment-related transactions and practices. These practices are pursuant to
non-fundamental policies and therefore may be changed by the Board of Trustees
of MML Trust without the consent of shareholders. Some of the more significant
practices are discussed below.
A. 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 assume the risks involved. See the Statement
of Additional Information for a further discussion of certain risks.
B. REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS
The Fund may engage in repurchase agreements and reverse repurchase agreements.
A repurchase agreement is a contract pursuant to which the Fund agrees to
purchase a security and
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simultaneously agrees to resell it at an agreed-upon price at a stated time,
thereby determining the yield during the Fund's holding period. A reverse
repurchase agreement is a contract pursuant to which the Fund agrees to sell a
security and simultaneously agrees to repurchase it at an agreed-upon price at a
stated time. For a more detailed description of repurchase agreements and
reverse repurchase agreements and related risks, see the Statement of Additional
Information.
C. SECURITIES LENDING
The Fund may seek additional income by making loans of portfolio securities of
not more than 33% of its total assets taken at current value. Although lending
portfolio securities may involve the risk of delay in recovery of the securities
loaned or possible loss of rights in the collateral should the borrower fail
financially, loans will be made only to borrowers deemed by the Advisers to be
of good standing.
D. HEDGING INSTRUMENTS AND DERIVATIVES
The Fund may buy or sell forward contracts and other similar instruments and may
engage in foreign currency transactions (collectively referred to as "hedging
instruments" or "derivatives"), as more fully discussed in the Statement of
Additional Information. Derivatives normally are used by a portfolio manager to:
(a) protect against possible declines in the market value of the Fund's
portfolio resulting from downward trends in the relevant securities markets; (b)
protect the Fund's unrealized gains or limit its unrealized losses; and (c)
manage the Fund's exposure to changing security prices. Derivatives also may be
used to establish a position in the debt or equity securities markets as a
temporary substitute for purchasing or selling particular debt or equity
securities and to manage the effective maturity or duration of fixed income
securities in a Fund's portfolio.
As stated above, the Fund may purchase or sell securities on a "when issued" or
delayed delivery basis or may purchase or sell securities on a forward
commitment basis ("forward contracts"). When such transactions are negotiated,
the price is fixed at the time of commitment, but delivery and payment for the
securities can take place a month or more after the commitment date. The
securities so purchased or sold are subject to market fluctuations and no
interest accrues to the purchaser during this period. While the Fund also may
enter into forward contracts with the initial intention of acquiring securities
for its portfolio, it may dispose of a commitment prior to settlement if Babson
deems it appropriate to do so.
Certain limitations apply to the use of forward contracts by the Fund. For
example, the Fund will not enter into a forward contract if as a result more
than 25% of its total assets would be held in a segregated account covering such
contracts. For more information about forward contracts and currency
transactions and the extent to which tax considerations may limit the Fund's use
of such instruments, see the Statement of Additional Information.
There can be no assurance that the use of hedging instruments and derivatives by
the Fund will assist it in achieving its investment objective. Risks inherent in
the use of these instruments include: (a) the risk that interest rates and
securities prices will not move in the direction anticipated; (b) the imperfect
correlation between the prices of a forward contract and the price of the
securities being hedged; and (c) the fact that skills needed to use these
strategies are different from those needed to select portfolio securities. As to
forward contracts, the risk exists that the counterparty to the transaction will
be incapable of meeting its commitment, in which case the desired hedging
protection may not be obtained and the Fund may be exposed to risk of loss. As
to currency transactions, risks exist that purchases and sales of currency and
related instruments can be negatively affected by government exchange controls,
blockages, and manipulations or exchange restrictions imposed by governments
which could result in losses to the Fund if it is unable to deliver or receive
currency or funds in settlement of obligations. It also could cause hedges it
has entered into to be rendered useless, resulting in full currency exposure as
well as incurring transaction costs.
E. RESTRICTED AND ILLIQUID SECURITIES
The Fund does not currently expect to invest in restricted or illiquid
securities. The Fund may, however, invest not more than 15% of its net assets in
illiquid securities. These policies do not limit the purchase of securities
eligible for resale to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, provided that such securities are
determined to be liquid by the Board of Trustees, or by the Advisers pursuant to
Board-approved guidelines. If there is a lack of trading interest in particular
Rule 144A securities, the Fund's holdings of those securities may be illiquid,
resulting in the possibility of undesirable delays in selling these securities
at prices representing fair value.
F. FOREIGN SECURITIES
Investments in foreign securities offer potential benefits not available from
investing solely in securities of domestic issuers, such as the opportunity to
invest in foreign issuers that appear to offer growth potential, or to invest in
foreign countries with economic policies or business cycles different from those
of the United States or foreign stock markets that do not move in a manner
parallel to U.S. markets, thereby diversifying risks of fluctuations in
portfolio value.
Investments in foreign securities entail certain risks, such as the possibility
of one or more of the following: imposition of dividend or interest withholding
or confiscatory taxes; currency blockages or transfer restrictions;
expropriation, nationalization, military coups or other adverse political or
economic developments; less government supervision and
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regulation of securities exchanges, brokers and listed companies; and the
difficulty of enforcing obligations in other countries. Certain markets may
require payment for securities before delivery. The Fund's ability and decisions
to purchase and sell portfolio securities may be affected by laws or regulations
relating to the convertibility of currencies and repatriation of assets.
Further, it may be more difficult for the Fund's agents to keep currently
informed about corporate actions which may affect the prices of portfolio
securities. Communications between the United States and foreign countries may
be less reliable than within the United States, thus increasing the risk of
delayed settlements of portfolio transactions or loss of certificates for
portfolio securities.
G. PORTFOLIO MANAGEMENT
Babson may use trading as a means of managing the portfolio of the Fund in
seeking to achieve its investment objective. Transactions will occur when Babson
believes that the trade, net of transaction costs, will improve income or
capital appreciation potential, or will lessen capital loss potential. Whether
the goals discussed above will be achieved through trading depends on Babson's
ability to evaluate particular securities and anticipate relevant market
factors, including interest rate trends and variations from such trends. If such
evaluations and expectations prove to be incorrect, the Fund's income or capital
appreciation may be reduced and its capital losses may be increased. In
addition, high turnover in the Fund could result in additional brokerage
commissions to be paid by the Fund.
The Fund may pay brokerage commissions to Advest, Inc. ("Advest") and Jefferies
& Co., Inc. ("Jefferies"). Jefferies and Advest are each wholly-owned
subsidiaries of companies for which one Trustee serves as a director.
H. CASH POSITIONS
The Fund may hold cash or cash equivalents to provide for expenses and
anticipated redemption payments and so that an orderly investment program may be
carried out in accordance with the Fund's investment policies. To provide
liquidity or for temporary defensive purposes, the Fund may invest in investment
grade debt securities, government obligations, or money market instruments.
I. INDUSTRY DIVERSIFICATION
As a general rule, the Fund will not acquire securities of issuers in any one
industry (as determined by the Board of Trustees) if as a result more than 25%
of the value of the total assets of the Fund would be invested in such industry,
except that there is no limitation for U.S. Government Securities.
J. CERTAIN DEBT SECURITIES
While the Fund may invest in investment grade debt securities that are rated in
the fourth highest rating category by at least one NRSRO (e.g., Baa3 by Moody's)
or, if unrated, are judged by Babson to be of equivalent quality, such
securities have speculative characteristics, are subject to greater credit risk,
and may be subject to greater market risk than higher rated investment grade
securities.
K. FUNDAMENTAL INVESTMENT RESTRICTIONS
For a description of fundamental investment restrictions of the Fund which may
not be changed without the affirmative vote of a majority of the outstanding
voting shares of the Fund, reference should be made to the Statement of
Additional Information.
IV. Investment Managers
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 "Management Agreement"). MassMutual also acts as the Fund's transfer agent
and the dividend paying agent. MassMutual is a mutual life insurance company
organized in 1851 under the laws of The Commonwealth of Massachusetts.
MassMutual provides, directly or through its subsidiaries, a wide range of life
insurance, annuity and disability products, pension and pension-related
products, as well as investment services to individuals, corporations investment
companies and other institutions. As of December 31, 1997, MassMutual, together
with its subsidiaries, had consolidated assets in excess of $61 billion and
consolidated assets under management in excess of $152 billion.
Under the 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. The 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 (which may be
higher than other brokers charge if paid to a broker which provides brokerage
and research services to the Advisers or for use in providing investment advice
and management to the Fund and other accounts over which the Advisers exercise
investment discretion) and other capital items payable in connection with the
purchase or sale of Fund 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; and (5) fees of the Fund's
independent certified public accountants.
For providing the services and bearing the expenses described above, MassMutual
is paid a quarterly fee at the annual rate of [.65]% of the first $100 million
of the average daily net asset value of the Fund, [.60]% of the next $200
million, [.55]% of the next $200 million and [.50]% of any excess over $500
million. MassMutual has unilaterally
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agreed to bear expenses of the Fund (other than the management fee, interest,
taxes, brokerage commissions and extraordinary expenses) in excess of .11% of
average daily net asset value through May 31, 1999.
The Management Agreement automatically terminates: (1) unless its continuance is
specifically approved at least annually, commencing on May 4, 2000, by the
affirmative vote of a majority of the Board of Trustees, 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 MassMutual or of MML Trust; or (2) upon
its assignment. Under the terms of the 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 Management 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.
MassMutual has entered into a sub-advisory agreement (the "Sub-Advisory
Agreement") whereby Babson manages the investment of the assets of the Fund.
Babson is a registered investment adviser that has been providing investment
counseling to institutions and individuals for over 50 years. As of December 31,
1997, Babson had over $18 billion of assets under management. Babson is a
wholly-owned subsidiary of DLB Acquisition Corporation, a controlled subsidiary
of MassMutual.
The Fund's portfolio is managed by George M. Ulrich, Senior Vice President of
Babson. Mr. Ulrich has been associated with Babson since 1996, Concert Capital
Management, Inc. (as a Senior Vice President) from 1993 through 1996 and with
MassMutual from 1983 to 1993.
Pursuant to the Sub-Advisory Agreement, MassMutual pays Babson a quarterly fee
equal to an annual rate of .25% of the average daily net asset value of the Fund
as of the close of each business day for the investment advisory services Babson
provides with respect to the Fund. The Sub-Advisory Agreement automatically
terminates upon the termination of the Management Agreement.
Securities held by the Fund may also be held by investment companies and other
clients for which Babson acts as investment adviser. If the same security is
purchased or sold for the Fund and such investment companies or clients at the
same time, such purchases or sales 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. It is believed 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 Babson as investment
sub-adviser of the Fund outweigh the disadvantages, if any, which might result
from this procedure.
V. Capital Shares
MML Trust is a "series" company. To date, shares of six separate series (i.e.,
investment portfolios) 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.
The assets of certain variable annuity and variable life insurance separate
accounts for which MassMutual or an affiliate is the depositor are or will be
invested in shares of the Fund. Because these separate accounts are invested in
the same underlying Fund it is possible that material conflicts could arise
between owners of the variable life insurance contracts and owners of the
variable annuity contracts. Possible conflicts could arise if (i) state
insurance regulators should disapprove or require changes in investment
policies,
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investment advisers or principal underwriters or if the depositor should be
permitted to act contrary to actions approved by holders of the variable life or
variable annuity contracts under rules of the SEC, (ii) adverse tax treatment of
the variable life or variable annuity contracts would result from utilizing the
same underlying Fund, (iii) different investment strategies would be more
suitable for the variable annuity contracts than the variable life contracts, or
(iv) state insurance laws or regulations or other applicable laws would prohibit
the funding of both variable life and variable annuity separate accounts by the
Fund.
The Board of Trustees follows monitoring procedures which have been developed to
determine whether material conflicts have arisen and what action, if any, should
be taken in the event of such conflicts. If a material irreconcilable conflict
should arise between owners of the variable life insurance contracts and owners
of the variable annuity contracts, one or the other group of owners may have to
terminate its participation in the Fund. More information regarding possible
conflicts between variable annuity and variable life insurance contracts is
contained in the prospectuses for those contracts.
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, Trustees of MML
Trust, 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 Trustees of MML Trust. 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.
VI. 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 or the NASDAQ National Market System, are valued by one or more
pricing services, as authorized by the Board of Trustees. 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, and debt obligations having a maturity of sixty
days or less are generally valued at amortized cost when the Board of Trustees
believes that amortized cost approximates market value. If acquired, preferred
stocks will be valued on the basis of their market value if market quotations
are readily available. 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. In all
other cases, assets (including restricted securities) 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 of Trustees.
VII. 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. 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.
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.
VIII. 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 annuity and variable life
insurance contract funded by the Fund to receive favorable tax treatment as an
annuity or a life insurance contract. Among other requirements, the regulations
limit the 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.
7
<PAGE>
IX. 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 first business day after the record date for the distribution, at
the option of the shareholder.
X. 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 a market index.
The Fund may also quote yield. The yield for the Fund refers to the net
investment income earned by the Fund over a 30-day period (which period will be
stated in the advertisement). This income is then assumed to be earned for a
full year and to be reinvested each month for six months. The resulting
semi-annual yield is doubled.
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 Fund's Statement of Additional Information.
XI. Related Performance
Because the Fund had not commenced operations prior to the date of this
Prospectus, it has no operating history or performance to report. The Fund is,
however, modeled after MassMutual Small Cap Value Equity Fund, a separate
investment portfolio of MassMutual Institutional Funds (the "MMIF Small Cap
Fund"). The Fund has the same investment adviser and the same investment
sub-adviser as the MMIF Small Cap Fund. Furthermore, the Fund has the same
investment objective and will be managed using substantially similar investment
policies and strategies as the MMIF Small Cap Fund. It is expected that the
Fund's investment characteristics will closely resemble those of the MMIF Small
Cap Fund.
The MMIF Small Cap Fund commenced operations on October 3, 1994 subsequent to
the transfer of assets by a separate investment account of MassMutual (the
"SIA") to the MMIF Small Cap Fund, having substantially the same investment
objectives, policies and strategies, in exchange for shares of the MMIF Small
Cap Fund. While the SIA continues to exist, its assets consist solely of Class S
shares of the MMIF Small Cap Fund. Except for the seed capital provided by
MassMutual, the MMIF Small Cap Fund's portfolio of investments on October 3,
1994 was the same as the portfolio of the SIA immediately prior to the transfer.
The SIA is not registered as an investment company as it is exempt from
registration under the 1940 Act. Since the SIA is the predecessor of the MMIF
Small Cap Fund, the performance for the Class S shares of the MMIF Small Cap
Fund is calculated for periods prior to the transfer of the SIA assets to the
MMIF Small Cap Fund. Such calculations include the SIA's total return, adjusted
to reflect the deduction of fees and expenses applicable to the Class S shares,
as set forth in the Fee Table of the MMIF Small Cap Fund's initial prospectus
(dated October 3, 1994). These fees and expenses were, without giving effect to
the voluntary fee waiver described in such prospectus but including any charges
at the SIA level, 0.657% of the MMIF Small Cap Fund's net assets.
Average Annual Total Return of the Class S shares of the MMIF Small Cap Fund for
- ----------------------------------------------------------------------------
the periods ended December 31, 1997. All returns have been adjusted for the
Fund's anticipated expenses.
1 Year 3 Year 5 Year 10 Year
MMIF Small Cap Fund and % % % %
its predecessor SIA
This quoted performance data does not represent the historical performance of
the Fund and should not be interpreted as being indicative of the future
performance of the Fund. The Fund's future performance may differ from the MMIF
Small Cap Fund due to, among other things, differences in expenses, assets sizes
and cash flows between the Fund and the MMIF Small Cap Fund. For example, the
MMIF Small Cap Fund had net assets of approximately $691 million as of December
31, 1997, whereas the Fund is expected to begin operation on June 1, 1998 with
approximately $[ ]. The quoted performance data of the MMIF Small Cap Fund
includes the performance of its predecessor SIA. The SIA was not subject to
certain investment restrictions, diversification requirements, and other
restrictions by the 1940 Act and the Code which, if applicable, may have
adversely affected its performance results.
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 Babson is the sub-adviser to the Fund. In those capacities MassMutual
and Babson 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 Trustees of MML Trust
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 Trustees of MML Trust,
shareholders, officers, employees or agents of such Trust, but only the property
of the relevant series of MML Trust shall be bound.
8
<PAGE>
MML SMALL CAP VALUE EQUITY FUND
1295 State Street
Springfield, Massachusetts 01111
---------------------
INVESTMENT MANAGER
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111
INVESTMENT SUB-ADVISER
DAVID L. BABSON AND COMPANY
INCORPORATED
One Memorial Drive
Cambridge, Massachusetts 02142
INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2300 BayBank Tower
1500 Main Street
Springfield, Massachusetts 01101
CUSTODIAN
CITIBANK, N.A.
111 Wall Street
New York, New York 10005
---------------------
For Use With:
. Massachusetts Mutual Variable Annuity Funds 1 and 2
. MML Bay State Variable Life Separate Accounts I, II, III, IV and V
. MML Bay State Variable Annuity Separate Account 1
. Massachusetts Mutual Variable Life Separate Accounts I and II
. Massachusetts Mutual Variable Annuity Separate Accounts 1, 2 and 3
. Massachusetts Mutual Separate Account C
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.
9
<PAGE>
MML SMALL CAP VALUE EQUITY 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 SMALL CAP VALUE EQUITY FUND DATED JUNE
1, 1998, AS AMENDED FROM TIME TO TIME, (THE "PROSPECTUS"). THE PROSPECTUS MAY BE
OBTAINED FROM THE SECRETARY, MML SERIES INVESTMENT FUND, 1295 STATE STREET,
SPRINGFIELD, MASSACHUSETTS 01111.
DATED JUNE 1, 1998
<PAGE>
TABLE OF CONTENTS
PAGE
GENERAL INFORMATION .................................................. 3
ADDITIONAL INVESTMENT POLICIES ....................................... 3
FUNDAMENTAL INVESTMENT RESTRICTIONS .................................. 8
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS .............................. 9
MANAGEMENT OF MML TRUST .............................................. 9
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES .................. 14
INVESTMENT MANAGEMENT AND OTHER SERVICES ............................. 14
BROKERAGE ALLOCATION ................................................. 15
CAPITAL SHARES ....................................................... 16
PURCHASE, REDEMPTION AND PRICING OF
SECURITIES BEING OFFERED ........................................... 16
TAX STATUS ........................................................... 17
CERTAIN TAX AND ACCOUNTING INFORMATION ............................... 18
INVESTMENT PERFORMANCE ............................................... 19
COUNSEL .............................................................. 19
APPENDIX - SECURITIES RATINGS ........................................ A-1
2
<PAGE>
I. GENERAL INFORMATION
MML Series Investment Fund ("MML Trust") is a no-load, open-end, management
investment company having separate investment portfolios, each of which has its
own investment objectives and policies and is designed to meet different
investment needs. This Statement of Additional Information provides information
regarding MML Small Cap Value Equity Fund (the "Fund"), a diversified investment
portfolio 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 its 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. MassMutual has entered into an investment sub-advisory agreement
pursuant to which David L. Babson and Company Incorporated ("Babson") manages
the investment of the assets of the Fund. Both MassMutual and Babson are
registered with the Securities and Exchange Commission (the "SEC") as investment
advisers (MassMutual and Babson are referred to hereinafter collectively as the
"Advisers").
II. ADDITIONAL INVESTMENT POLICIES
The Fund has a distinct investment objective which it pursues through its
investment policies, as described in the Prospectus and below. The investment
objective, fundamental investment policies and fundamental investment
restrictions of the Fund may not be changed without the vote of a majority of
the Fund's outstanding shares (which, under the Investment Company Act of 1940
(the "1940 Act") and the rules thereunder and as used in this Statement of
Additional Information and in the Prospectus, means the lesser of (1) 67% of
the shares of the Fund present at a meeting if the holders of more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the outstanding shares of the Fund). The Board of Trustees of
MML Trust may adopt new or amend or delete existing non-fundamental investment
policies and restrictions without shareholder approval.
The following discussion, when applicable, elaborates on the presentation of the
Fund's investment policies contained in the Prospectus. For a description of the
ratings of corporate debt securities and money market instruments in which the
Fund may invest, reference should be made to the Appendix.
WARRANTS AND RIGHTS
The Fund may invest up to 5% of the value of its assets in warrants in an effort
to build a position in the underlying common stocks and, of such 5%, no more
than 2% may be invested in warrants that are not listed on the New York Stock
Exchange or the American Stock Exchange.
A warrant typically gives the holder the right to purchase underlying stock at a
specified price for a designated period of time. Warrants may be a relatively
volatile investment. The holder of a warrant takes the risk that the market
price of the underlying stock may never equal or exceed the exercise price of
the warrant. A warrant will expire without value if it is not exercised or sold
during its exercise period. Rights are similar to warrants, but normally have a
short duration and are distributed directly by the issuer to its shareholders.
Warrants and rights have no voting rights, receive no dividends, and have no
rights to the assets of the issuer.
3
<PAGE>
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
In a repurchase agreement transaction, the Fund acquires a security from, and
simultaneously resells it to, an approved vendor (a U.S. commercial bank or the
U.S. branch of a foreign bank, or a broker-dealer which has been designated a
primary dealer in government securities and which must meet the credit
requirements set by MML Trust's Board of Trustees from time to time) for
delivery on an agreed-upon future date. The resale price exceeds the purchase
price by an amount that reflects an agreed-upon interest rate effective for the
period during which the repurchase agreement is in effect. The majority of these
agreements run from day to day, and delivery pursuant to the resale agreement
typically will occur within one to five days of the purchase. Repurchase
agreements are considered "loans" under the 1940 Act, collateralized by the
underlying security. The Fund's repurchase agreements will require that at all
times while a repurchase agreement is in effect, the value of the collateral
must equal or exceed the repurchase price to fully collateralize the loan.
Additionally, the Fund's Advisers will impose creditworthiness requirements to
confirm that the vendor is financially sound and will continuously monitor the
collateral's value. However, if the seller defaults, the Fund could 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.
A reverse repurchase agreement is a contract pursuant to which the Fund agrees
to sell a security and simultaneously agrees to repurchase it at an agreed-upon
price at a stated time. If the Fund engages in reverse repurchase agreements, it
will maintain a segregated account with its custodian containing cash or liquid
securities, having a current market value at all times in an amount sufficient
to repurchase securities pursuant to outstanding reverse repurchase agreements.
Reverse repurchase agreements are borrowings subject to Restriction (2) under
"Fundamental Investment Restrictions."
CERTAIN DEBT SECURITIES
Some U.S. Government Securities are backed by the full faith and credit of the
U.S. Government; others are secured by the right of the issuer to borrow from
the U.S. Treasury; while others are supported only by the credit of the issuing
agency or instrumentality. There can be no assurance that the U.S. Government
will pay interest and principal on securities on which it is not legally
obligated to do so.
The Fund will limit its investments in certificates of deposit and bankers'
acceptances to U.S. dollar denominated obligations of U.S. banks and savings and
loan associations, London branches of U.S. banks ("Eurodollar obligations") and
U.S. branches of foreign banks ("Yankeedollar obligations"). In the case of
foreign banks, the $1 billion deposit requirement will be computed using
exchange rates in effect at the time of the banks' most recently published
financial statements. Eurodollar obligations and Yankeedollar obligations will
not be acquired if as a result more than 25% of the Fund's net assets would be
invested in such obligations. Obligations of foreign banks and of foreign
branches of U.S. banks may be affected by foreign governmental action, including
imposition of currency controls, interest limitations, withholding taxes,
seizure of assets or the declaration of a moratorium or restriction on payments
of principal or interest. Foreign banks and foreign branches of U.S. banks may
provide less public information than, and may not be subject to the same
accounting, auditing and financial recordkeeping standards as, domestic banks.
SECURITIES LENDING
The Fund may seek additional income by making loans of portfolio securities of
not more than 33% of its net assets taken at current market value. Under
applicable regulatory requirements and securities lending agreements (which are
subject to change), the loan collateral must, on each business day, be at least
equal to the value of the loaned securities and must consist of cash, bank
letters of credit or securities of the U.S. Government (or its agencies or
instrumentalities), or other cash equivalents in which the Fund is permitted to
invest. The terms of the Fund's loans must also meet certain tests under the
Internal Revenue Code and permit the Fund to reacquire loaned securities on five
business days' notice or in time to vote on any important matter.
4
<PAGE>
RESTRICTED AND ILLIQUID SECURITIES
The Fund does not currently expect to invest in restricted or illiquid
securities. The Fund may, however, invest not more than 15% of its net assets in
illiquid securities. These policies do not limit the purchase of securities
eligible for resale to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, provided that such securities are
determined to be liquid by the Board of Trustees, or by the Advisers pursuant to
Board-approved guidelines. If there is a lack of trading interest in particular
Rule 144A securities, the Fund's holdings of those securities may be illiquid,
resulting in the possibility of undesirable delays in selling these securities
at prices representing fair value.
FOREIGN SECURITIES
The Fund is permitted to invest in foreign securities. The Fund intends to
invest in foreign securities only if: (i) such securities are U.S. denominated;
or (ii) if such securities are not U.S. denominated, the Fund contemporaneously
enters into a foreign currency transaction to hedge the currency risk associated
with the particular foreign security. If the Fund's securities are held abroad,
the countries in which such securities may be held and the sub-custodian holding
them must be approved by the Board of Trustees or its delegate under applicable
rules adopted by the SEC. In buying foreign securities, the Fund may convert
U.S. dollars into foreign currency, but only to effect securities transactions
on foreign securities exchanges and not to hold such currency as an investment.
Investments in foreign securities involve special risks and considerations. As
foreign companies are not generally subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic companies, there may be less publicly available
information about a foreign company than about a domestic company. For example,
foreign markets have different clearance and settlement procedures. Delays in
settlement could result in temporary periods when assets of the Fund are
uninvested. The inability of the Fund to make intended security purchases due to
settlement problems could cause it to miss certain investment opportunities.
They may also entail certain other risks, such as the possibility of one or more
of the following: imposition of dividend or interest withholding or confiscatory
taxes, higher brokerage costs, thinner trading markets, currency blockages or
transfer restrictions, expropriation, nationalization, military coups or other
adverse political or economic developments; less government supervision and
regulation of securities exchanges, brokers and listed companies; and the
difficulty of enforcing obligations in other countries. Purchases of foreign
securities are usually made in foreign currencies and, as a result, the Fund may
incur currency conversion costs and may be affected favorably or unfavorably by
changes in the value of foreign currencies against the U.S. dollar. Further, it
may be more difficult for the Fund's agents to keep currently informed about
corporate actions which may affect the prices of portfolio securities.
Communications between the United States and foreign countries may be less
reliable than within the United States, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio
securities. Certain markets may require payment for securities before delivery.
The Fund's ability and decisions to purchase and sell portfolio securities may
be affected by laws or regulations relating to the convertibility of currencies
and repatriation of assets.
A number of current significant political, demographic and economic developments
may affect investments in foreign securities and in securities of companies with
operations overseas. Such developments include dramatic political changes in
government and economic policies in several Eastern European countries and the
republics composing the former Soviet Union, as well as the unification of the
European Economic Community. The course of any one or more of these events and
the effect on trade barriers, competition and markets for consumer goods and
services are uncertain. Similar considerations are of concern with respect to
developing countries. For example, the possibility of revolution and the
dependence on foreign economic assistance may be greater in these countries than
in developed countries. Management seeks to mitigate the risks associated with
these considerations through diversification and active professional management.
5
<PAGE>
SHORT SALES AGAINST-THE-BOX
Selling short "against-the-box" refers to the sale of securities actually owned
by the seller but held in safekeeping. In such short sales, while the short
position is open, the Fund must own an equal amount of such securities, or by
virtue of ownership of securities have the right, without payment of further
consideration, to obtain an equal amount of securities sold short. Short sales
against-the-box generally produce current recognition of gain (but not loss) for
federal income tax purposes on the constructive sale of securities "in the box"
prior to the time the short position is closed out. The Fund does not currently
intend to engage in short sales against-the-box.
HEDGING INSTRUMENTS AND DERIVATIVES
The Fund currently may use the hedging instruments and derivatives discussed
below. In the future, the Fund may employ hedging instruments and strategies
that are not currently contemplated but which may be developed, to the extent
such investment methods are consistent with the Fund's investment objective,
legally permissible and adequately disclosed.
Forward Contracts - The Fund may purchase or sell securities on a forward
commitment basis ("forward contracts"). When such transactions are negotiated,
the price is fixed at the time of commitment, but delivery and payment for the
securities can take place a month or more after the commitment date. The
securities so purchased or sold are subject to market fluctuations and no
interest accrues to the purchaser during this period. At the time of delivery
the securities may be worth more or less than the purchase or sale price. While
the Fund also may enter into forward contracts with the initial intention of
acquiring securities for its portfolio, it may dispose of a commitment prior to
settlement if Babson deems it appropriate to do so. The Fund may realize short-
term gains or losses upon the sale of forward contracts. If the Fund enters into
a forward contract, it will establish a segregated account with its custodian
consisting of cash or liquid securities, having a current market value equal to
or greater than the aggregate amount of the Fund's commitment under forward
contracts (that is, the purchase price of the underlying security on the
delivery date). As an alternative to maintaining all or part of the segregated
account, the Fund could buy call or put options to "cover" the forward
contracts. The Fund will not enter into a forward contract if as a result more
than 25% of its total assets would be held in a segregated account covering such
contracts.
Currency Transactions - The Fund may engage in currency transactions with
counterparties in order to convert foreign denominated securities or obligations
to U.S. dollar denominated investments. Currency transactions include forward
currency contracts, exchange listed currency futures, exchange listed and OTC
options on currencies, and currency swaps. A forward currency contract involves
a privately negotiated obligation to purchase or sell (with delivery generally
required) a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract. A currency swap is an agreement to exchange cash flows
based on the notional difference among two or more currencies and operates
similarly to an interest rate swap. The Fund may enter into currency
transactions with counterparties which have received (or the guarantors of the
obligations of which have received) a credit rating of A-1 or P-1 by Standard &
Poor's Ratings Group ("S&P") or Moody's Investors Service ("Moody's"),
respectively, or that have an equivalent rating from a nationally recognized
statistical rating organization ("NRSRO") or (except for OTC currency options)
are determined to be of equivalent credit quality by the adviser.
Transaction hedging is entering into a currency transaction with respect to
specific assets or liabilities of the Fund, which will generally arise in
connection with the purchase or sale of its portfolio securities or the receipt
of income therefrom. Position hedging is entering into a currency transaction
with respect to portfolio security positions denominated or generally quoted in
that currency. For example, if the Fund believes that a foreign currency may
suffer a substantial decline against the U.S. dollar, it may enter into a
forward sale contract to sell an amount of that foreign currency approximating
the value of some or all of the Fund's portfolio securities denominated in such
foreign currency. The Fund may also cross-hedge currencies by entering into
transactions to purchase or sell one or more currencies that are expected to
decline in value relative to other currencies to which the Fund has or in which
the Fund expects to have portfolio exposure.
6
<PAGE>
The Fund will not enter into a transaction to hedge currency exposure to an
extent greater, after netting all transactions intended wholly or partially to
offset other transactions, than the aggregate market value (at the time of
entering into the transaction) of the securities held in its portfolio that are
denominated or generally quoted in or currently convertible into such currency,
other than with respect to proxy hedging as described below.
To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the Fund may also engage in proxy
hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a forward contract to sell a currency whose
changes in value are generally considered to be linked to a currency or
currencies in which some or all of the Fund's portfolio securities are or are
expected to be denominated, and to buy U.S. dollars. The amount of the contract
would not exceed the value of the Fund's securities denominated in linked
currencies. For example, if the Advisers consider that the Austrian schilling is
linked to the German deutsche mark (the "D-mark"), the Fund holds securities
denominated in schillings and the Advisers believe that the value of schillings
will decline against the U.S. dollar, the Advisers may enter into a contract to
sell D-marks and buy dollars. Currency hedging involves some of the same risks
and considerations as other transactions with similar instruments. Currency
transactions can result in losses to the Fund if the currency being hedged
fluctuates in value to a degree or in a direction that is not anticipated.
Further, there is the risk that the perceived linkage between various currencies
may not be present during the particular time that the Fund is engaging in proxy
hedging.
Risks Regarding Hedging Instruments and Derivatives - Some of the general risks
associated with hedging and the use of derivatives include: (a) the possible
absence of a liquid secondary market for any particular hedging instrument at
any time; (b) these instruments can be highly volatile; and (c) the possible
need to defer closing out certain positions to avoid adverse tax consequences.
More specific risks are set forth below.
(a) Forward Contracts: Forward contracts involve a risk of loss if the
value of the security to be purchased declines prior to the settlement
date, which risk is in addition to the risk of decline in value of the
Fund's other assets.
(b) Currency Transactions: Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency
control is of great importance to the issuing governments and influences
economic planning and policy, purchases and sales of currency and related
instruments can be negatively affected by government exchange controls,
blockages, and manipulations or exchange restrictions imposed by
governments. These can result in losses to the Fund if it is unable to
deliver or receive currency or funds in settlement of obligations and
could also cause hedges it has entered into to be rendered useless,
resulting in full currency exposure as well as incurring transaction costs.
Buyers and sellers of currency futures are subject to the same risks that
apply to the use of futures generally. Further, settlement of a currency
futures contract for the purchase of most currencies must occur at a bank
based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on
such options is subject to the maintenance of a liquid market which may not
always be available. Currency exchange rates may fluctuate based on factors
extrinsic to that country's economy.
INVESTMENT BASKET
Notwithstanding the Fund's fundamental investment restrictions (except those
imposed as a matter of law), the Board of Trustees may authorize the Fund to
invest in any security or investment-related instrument, or to engage in
investment-related transactions or practices, such as newly developed debt
securities or hedging programs, provided that the Board of Trustees has
determined that to do so is consistent with the Fund's investment objectives and
policies and has adopted reasonable guidelines for use by the Fund's Advisers,
and provided further that at the time of making such investment or entering into
such transaction, such investments or instruments account for not more than 10%
of the Fund's total assets. MML Trust has no current intention of using this
investment basket authority.
7
<PAGE>
III. FUNDAMENTAL INVESTMENT RESTRICTIONS
The Fund is subject to certain fundamental restrictions on its investments,
which may not be changed without the affirmative vote of a majority of the
outstanding shares of the Fund. Investment restrictions that appear below or
elsewhere in this Statement of Additional Information and in the Prospectus
which involve a maximum percentage of securities or assets shall not be
considered to be violated unless an excess over the percentage occurs
immediately after, and is caused by, an acquisition or encumbrance of
securities or assets of, or borrowings by or on behalf of, the Fund. MML Trust
may not, on behalf of the Fund:
(1) Purchase any security (other than U.S. Treasury securities or U.S.
Government Securities) if as a result, with respect to 75% of the Fund's
assets, more than 5% of the value of the total assets (determined at the
time of investment) of the Fund would be invested in the securities of a
single issuer.
(2) Borrow money, except from banks for temporary or emergency purposes not
in excess of one-third of the value of a Fund's assets, except that the
Fund may enter into reverse repurchase agreements or roll transactions. For
purposes of calculating this limitation, entering into portfolio lending
agreements shall not be deemed to constitute borrowing money. The Fund
would not make any additional investments while its borrowings exceeded 5%
of its assets.
(3) Issue senior securities (as defined in the 1940 Act) except for
securities representing indebtedness not prevented by paragraph (2) above.
(4) Make short sales, except for sales "against the box."
(5) Act as an underwriter, except to the extent that, in connection with
the disposition of portfolio securities, the Fund may be deemed an
underwriter under applicable laws.
(6) Invest in oil, gas or other mineral leases, rights, royalty contracts
or exploration or development programs, real estate or real estate mortgage
loans. This restriction does not prevent the Fund from purchasing readily
marketable securities secured or issued by companies investing or dealing
in real estate and by companies that are not principally engaged in the
business of buying and selling such leases, rights, contracts or programs.
(7) Purchase physical commodities or commodity contracts (except futures
contracts, including but not limited to contracts for the future delivery
of securities and futures contracts based on securities indices).
(8) Make loans other than by investing in obligations in which the Fund may
invest consistent with its investment objective and policies and other than
repurchase agreements and loans of portfolio securities.
(9) Pledge, mortgage or hypothecate assets taken at market to an extent
greater than 15% of the total assets of the Fund except in connection with
permitted transactions in options, futures contracts and options on futures
contracts, reverse repurchase agreements and securities lending.
(10) Purchase any security (other than securities issued, guaranteed or
sponsored by the U.S. Government or its agencies or instrumentalities) if,
as a result, with respect to 75% of the Fund's assets, the Fund would hold
more than 10% of the outstanding voting securities of an issuer.
Notwithstanding any fundamental investment restriction set forth above or in the
Prospectus, the Fund may: (1) engage in hedging transactions, techniques, and
practices using forward contracts and similar instruments, to the extent and in
a manner permitted by law; and (2) invest in any security or investment-related
instrument, or engage in any investment-related transaction or practice,
provided that the Board of Trustees has determined that to do so is consistent
with the investment objective and policies of the Fund and has adopted
reasonable guidelines for use by
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the Fund's Advisers, and provided further that at the time of entering into such
investment or transaction, such investments or instruments account for no more
than 10% of the Fund's total assets. For the foreseeable future, the Fund does
not expect to engage in futures and options transactions or interest rate swap
agreements.
IV. NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
In addition to the investment restrictions described above and those contained
in the Prospectus, the Trustees of MML Trust have voluntarily adopted certain
policies and restrictions which are observed in the conduct of the affairs of
the Fund. These represent intentions of the Trustees based upon current
circumstances. They differ from fundamental investment policies in that the
following additional investment restrictions may be changed or amended by action
of the Trustees without requiring prior notice to or approval of shareholders.
In accordance with such policies and guidelines, the Fund may not:
(1) Invest for the purpose of exercising control over, or management of,
any company.
(2) Invest in securities of other investment companies, except by purchase
in the open market where no commission or profit to a sponsor or dealer
results from such purchase other than the customary broker's commission,
except when such purchase is part of a plan of merger, consolidation,
reorganization or acquisition or except shares of money market funds
advised by the Advisers or an affiliate thereof. It is expected that the
Fund would purchase shares of such money market funds only if arrangements
are made to eliminate duplicate advisory and distribution fees.
V. MANAGEMENT OF MML TRUST
MML Trust has a Board of Trustees, a majority of which must not be "interested
persons," as defined in the ("1940 Act") of MML Trust. 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.
Gary E. Wendlandt* Chairman and Trustee of MML Trust
1295 State Street
Springfield, MA 01111
Age: 47
Chief Investment Officer (since 1993) and Executive Vice President, MassMutual;
Chairman (since 1995), President (1983-1995) and Trustee, MassMutual Corporate
Investors (closed-end investment company); Chairman (since 1995), President
(1988-1995) and Trustee, MassMutual Participation Investors (closed-end
investment company); Chairman (since 1996), Antares Leveraged Capital Corp.
(finance company); Chairman, HYP Management, Inc. (managing member of MassMutual
High Yield 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); Director,
Oppenheimer Acquisition Corporation (holding company for investment advisers);
Supervisory Director, MassMutual/Carlson CBO N.V. (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
- ----------
* "Trustee who is an "interested person" of MML Trust within the definition set
forth in Section 2(a)(19) of the 1940 Act.
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<PAGE>
Advisers, Inc. (wholly-owned real estate investment adviser subsidiary of
MassMutual Holding Trust); Director, Merrill Lynch Derivative Products, Inc.;
Chairman and Chief Executive Officer (since 1994), MassMutual Institutional
Funds (open-end investment company).
Ronald J. Abdow Trustee of MML Trust
1111 Elm Street
West Springfield, MA 01089
Age: 66
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).
Mary E. Boland Trustee of MML Trust
67 Market Street
Springfield, MA 01102
Age: 59
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, MA 01111
Age: 68
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), HSB
Group Inc. (formerly known as Hartford Steam Boiler Inspection and Insurance
Co.), New England Education Loan Marketing Corporation; Director, Kimco Realty
Corp. (shopping center ownership and management); Director (since 1993),
Jefferies Group, Inc. (financial services holding 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); Trustee (since 1994), MassMutual
Institutional Funds (open-end investment company).
F. William Marshall, Jr. Trustee of MML Trust
1441 Main Street
Springfield, MA 01102
Age: 56
President, Chief Executive Officer and Director (since 1993), SIS Bancorp, Inc
and 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).
- ----------
* "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>
Charles J. McCarthy Trustee of MML Trust
181 Eton Road
Longmeadow, MA 01106
Age: 74
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: 70
Chairman (since 1993), 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: 55
Retired; former adviser to Chairman (1997), Chairman and Chief Executive Officer
(1989-1996) and Director (1985-1996), The Stanley Works (manufacturer of tools,
hardware and specialty hardware products); Director, Southern New England
Telecommunications Corp. and Perkin-Elmer Corp.; Trustee (since 1996),
MassMutual Institutional Funds (open-end investment company).
David E. A. Carson Advisory Board Member
850 Main Street
Bridgeport, CT 06604
Age: 63
Chairman (since 1997), President and Chief Executive Officer (1985-1997),
People's Bank; Director, United Illuminating Co. (electric utility); 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: 62
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: 51
President, ARCO Investment Management Co.; Director, Connecticut Natural Gas;
Director, Emerging Markets Growth Fund (closed-end investment company); Director
(since 1997), United Asset Management Corp. (investment management); Trustee
(since 1996), MassMutual Institutional Funds (open-end investment company).
11
<PAGE>
Stuart H. Reese President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 43
Chief Executive Director (since 1997), Executive Director (1996-1997), Senior
Vice President (1993-1996), 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) and Charter Oak Capital
Management, Inc. (investment adviser); 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); 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 1994),
MassMutual/Carlson CBO N.V. Inc. (collateralized bond fund); President (since
1997), MassMutual/Darby CBO IM Inc. (manager of MassMutual/Darby CBO LLC, a high
yield bond fund); Director (1994-1996), Pace Industries (aluminum die caster);
Advisory Board Member (since 1995), Kirtland Capital Partners; Chairman and
President (1990-1993), Aetna Financial Services, Inc.; President (since 1995),
MassMutual Institutional Funds (open-end investment company).
Mary Wilson Kibbe Senior Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 44
Executive Director (since 1997), Senior Managing Director (1996-1997), 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 and MassMutual
Corporate Investors (closed-end investment companies); Vice President
(1991-1995), Oppenheimer Investment Grade Bond Fund (open-end investment
company).
Charles C. McCobb, Jr. Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 54
Managing Director (since 1997), MassMutual; Managing Director and Vice President
(1994-1997), Citicorp, Inc. (banking); Managing Director (1985-1994), Aetna Life
& Casualty (insurance company); Vice President (since 1996), MassMutual
Corporate Investors and MassMutual Participation Investors (closed-end
investment companies).
Stephen L. Kuhn Vice President and Secretary of MML Trust
1295 State Street
Springfield, MA 01111
Age: 51
Vice President and Associate General Counsel (since 1992), MassMutual; Vice
President and Secretary, MassMutual Participation Investors and MassMutual
Corporate Investors (closed-end investment companies); President,
MassMutual/Carlson CBO Incorporated; Assistant Secretary (since 1996), Antares
Leveraged Capital Corp. (finance company); Chief Legal Officer and Assistant
Secretary (since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Assistant Secretary, Oppenheimer Acquisition Corporation
(holding company for investment adviser); Vice President and Secretary,
MassMutual Institutional Funds (open-end investment company).
12
<PAGE>
Judith A. Martini Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 49
Second Vice President (since 1996), MassMutual; Marketing Manager (1984-1996),
Connecticut Mutual Life Insurance Company (life insurance company).
Raymond B. Woolson Treasurer of MML Trust
1295 State Street
Springfield, MA 01111
Age: 39
Senior Managing Director (since 1996), Second Vice President (1992-1996),
MassMutual; Treasurer, MassMutual Corporate Investors and MassMutual
Participation Investors (closed-end investment companies) and MassMutual
Institutional Funds (open-end investment 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); Vice President and Treasurer, MassMutual/Darby
CBO IM Inc. (manager of MassMutual/Darby CBO LLC, a high yield bond fund).
Mark B. Ackerman Comptroller of MML Trust
1295 State Street
Springfield, Ma 01111
Age: 32
Investment Director (since 1996), Associate Director (1993-1996), MassMutual;
Controller (since 1997), Associate Treasurer (1995-1997), MassMutual
Participation Investors and MassMutual Corporate Investors (closed-end
investment companies); Comptroller (since 1997), Associate Treasurer
(1995-1996), 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 any of the series of MML Trust.
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 of MML Trust and members of its Advisory Board during the 1997 fiscal
year. MML Trust paid no compensation to any of its officers. MML Trust has no
pension or retirement plan, but does have a deferred compensation plan.
Currently, no Trustee is entitled to receive any benefits under such deferred
compensation plan. Each of the non-interested Trustees and members of the
Advisory Board also serves as a Trustee of one other registered, open-end
investment company managed by MassMutual.
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================================================================================
Total Compensation from
Aggregate Compensation from MML Trust and Fund
Name/Position MML Trust Complex
================================================================================
Ronald J. Abdow
Trustee $16,000 $32,000
- --------------------------------------------------------------------------------
Mary E. Boland
Trustee $16,000 $32,000
- --------------------------------------------------------------------------------
William F. Marshall
Trustee $16,000 $32,000
- --------------------------------------------------------------------------------
Charles J. McCarthy
Trustee $17,000 $34,000
- --------------------------------------------------------------------------------
John H. Southworth
Trustee $17,000 $34,000
- --------------------------------------------------------------------------------
Richard H. Ayers
Advisory Board Member $16,000 $31,674
- --------------------------------------------------------------------------------
David E. A. Carson
Advisory Board Member $16,000 $31,674
- --------------------------------------------------------------------------------
Richard W. Greene
Advisory Board Member $16,000 $31,674
- --------------------------------------------------------------------------------
Beverly C. L. Hamilton
Advisory Board Member $16,000 $31,674
================================================================================
VI. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
It is anticipated that MassMutual, through its separate investment accounts and
direct investment in the Fund, and MML Bay State, through its separate
investment accounts, will be the record owners of all of the outstanding shares
of the Fund and MML Trust. Therefore, MassMutual is presumed to be in control
(as that term is described in the 1940 Act) of the Fund. However, certain owners
of variable life insurance policies and variable annuity contracts that depend
upon the investment performance of the Fund have the right to instruct
MassMutual and MML Bay State as to how shares of MML Trust 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 are received, in proportion to those votes for which instructions
were received. MassMutual's address and MML Bay State's address are 1295 State
Street, Springfield, Massachusetts 01111.
VII. 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
"Management Agreement"). Under the 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.
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<PAGE>
Pursuant to the Management Agreement, MassMutual is paid a quarterly fee at the
annual rate of [.65% of the first $100 million of the average daily net asset
value of the Fund, .60% of the next $200 million, .055% of the next $200 million
and .50% of any excess over $500 million.] MassMutual has agreed to bear
expenses of the Fund (other than the management fee, interest, taxes, brokerage
commissions and extraordinary expenses) in excess of .11% of average daily net
asset value through May 31, 1999.
The Management Agreement 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, the Management
Agreement automatically terminates: (1) unless its continuance is specifically
approved at least annually, commencing May 4, 2000, 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 MassMutual or of MML Trust, or (2) upon its
assignment. The Management Agreement also provides that its continuance will be
submitted to the shareholders of the Fund in the event the use of the initial
"MML" is withdrawn from the Fund by MassMutual.
As permitted by the Management Agreement, MassMutual has entered into an
investment sub-advisory agreement (the "Sub-Advisory Agreement") with Babson
whereby Babson agreed to assume MassMutual's duties to manage the investment of
the assets of the Fund. 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.
MassMutual pays Babson a quarterly fee equal to an annual rate of .25% of the
average daily net asset value of the Fund as of the close of each business day
for the investment advisory services Babson provides with respect to the Fund.
Additionally, Babson has agreed to assume the expenses associated with fund
accounting for the Fund, Babson, however, has no responsibility for providing
such fund accounting services. The Sub-Advisory Agreement will terminate
automatically upon its assignment or upon the termination of the Management
Agreement or by MassMutual upon sixty days' written notice or by liquidation of
the Fund.
Citibank, N.A., 111 Wall Street, New York, New York 10005, acts as custodian of
the cash and securities of the Fund. As such, it holds in custody the Fund's
portfolio securities and receives and delivers them upon purchases and sales.
Coopers & Lybrand L.L.P. is MML Trust's independent accountant, providing audit
services and assistance and consultation in connection with tax returns and the
reviewing of various SEC filings.
VIII. BROKERAGE ALLOCATION
Transactions on U.S. stock exchanges, commodities markets and futures markets
and other agency transactions involve the payment by the Fund of negotiated
brokerage commissions. Such commissions vary among different brokers. A
particular broker may charge different commissions according to such factors as
the difficulty and size of the transactions. Transactions in foreign investments
often involve the payment of fixed brokerage commissions, which may be higher
than those in the United States. There is generally no stated commission in the
case of securities traded in the over-the-counter markets, but the price paid by
the Fund usually includes an undisclosed dealer commission or mark-up. In
underwritten offerings, the price paid by the Fund includes a disclosed, fixed
commission or discount retained by the underwriter or dealer.
It has for many years been a common practice in the investment advisory business
for advisers of investment companies and other institutional investors to
receive brokerage and research services (as defined in the Securities Exchange
Act of 1934, as amended (the "1934 Act")) from broker-dealers that execute
portfolio transactions for the clients of such advisers and from third parties
with which such broker-dealers have arrangements. Consistent with this practice,
Babson may receive brokerage and research services and other similar services
from many broker-
15
<PAGE>
dealers with which Babson places the Fund's portfolio transactions and from
third parties with which these broker-dealers have arrangements. These services
may include such matters as general economic and market reviews, industry and
company reviews, evaluations of investments, recommendations as to the purchase
and sale of investments, newspapers, magazines, pricing services, quotation
services, news services and personal computers utilized by Babson's investment
professionals. Where the services referred to above are not used exclusively by
Babson for research purposes, Babson, based upon allocations of expected use,
would bear that portion of the cost of these services which directly relates to
its non-research use. Some of these services may be of value to Babson or its
affiliates in advising various of their clients (including the Fund), although
not all of these services would necessarily be useful and of value in managing
the Fund. The management fee paid by the Fund is not reduced because Babson or
its affiliates may receive these services even though the Advisers might
otherwise be required to purchase some of these services for cash.
Employees of Babson are primarily responsible for the portfolio decision of the
Fund. Babson places orders for the purchase and sale of portfolio investments
for the Fund and buy and sell investments for the Fund through a substantial
number of brokers and dealers. In so doing, Babson uses its best efforts to
obtain for the Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage commissions as described
below. In seeking the most favorable price and execution, Babson, having in mind
the Fund's best interests, consider all factors they deem relevant, including,
by way of illustration, price, the size of the transaction, the nature of the
market for the security or other investment, the amount of the commission, the
timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker-dealer in other
transactions.
As permitted by Section 28(e) of the 1934 Act, and by the Management Agreement,
MassMutual may cause the Fund to pay a broker-dealer which provides "brokerage
and research services" (as defined in the 1934 Act) to MassMutual an amount of
disclosed commission for effecting securities transactions on stock exchanges
and other transactions for the Fund on an agency basis in excess of the
commission which another broker-dealer would have charged for effecting that
transaction. By virtue of the Sub-Advisory Agreement, Babson is subject to the
same rights, obligations and procedures that apply to MassMutual pursuant to the
Management Agreement. The Advisers' authority to cause the Fund to pay any such
greater commissions is also subject to such policies as the Trustees may adopt
from time to time. It is the position of the staff of the SEC that Section 28(e)
does not apply to the payment of such greater commissions in "principal"
transactions. Accordingly, Babson will use its best effort to obtain the most
favorable price and execution available with respect to such transactions, as
described above.
IX. CAPITAL SHARES
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, Trustees of MML
Trust, 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 Trustees of MML Trust. 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
share-holder 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.
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
16
<PAGE>
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 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
normal close of the New York Stock Exchange (presently 4:00 p.m.) on each day on
which the Exchange is open for trading. The New York Stock Exchange is not open
for trading on New Year's Day, Martin Luther King, Jr. Day, Presidents' 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's shares 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 as
follows. 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 listed on a national securities exchange or
on the NASDAQ National Market System. If securities are unlisted or there is no
reported sale price, the bid price of the prior trade date will be used.
Long-term bonds are valued on the basis of valuations furnished by a pricing
service, authorized by the Board of Trustees, which determines valuations taking
into account appropriate factors such as institutional-size trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of issue,
trading characteristics and other market data. 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. If acquired, preferred
stocks will be valued on the basis of their market value if market quotations
are readily available. 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. When the Fund enters into a forward commitment to purchase a security it
will record the security as an asset which will be marked-to-market daily to
reflect the value of the security determined in the manner set forth above. The
obligation to pay the purchase price of the security will be a liability which
remains fixed in amount.
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 and to meet other requirements
necessary for it to be relieved of federal income taxes or income and gain it
distributes to the separate investment accounts that invest in the Fund, 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) diversify its holdings so that, at the
close of each quarter of its taxable year, (i) at least 50% of the value of 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 (c)
distribute in or with respect to each taxable year at least 90% of the sum of
its taxable net investment income, its net tax-exempt income, and the excess, if
any, of net short-term capital gains over net long-term capital losses for such
year.
17
<PAGE>
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.
The Treasury Department has issued Regulations under Internal Revenue Code
Section 817(h), that pertain to diversification requirements for variable
annuity and life insurance contracts. A variable contract based upon a separate
account will not receive favorable tax treatment as an annuity or 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.
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.
When the Fund writes a call option, an amount equal to the premium received by
it is included in its balance sheet as an asset and as an equivalent liability.
The amount of the liability is subsequently marked-to-market to reflect the
current market value of the option written. The current market value of a
written option is the last sale price on the principal exchange on which such
option is traded or, in the absence of a sale, the mean between the last bid and
offering prices. If an option which the Fund has written on an equity security
expires on its stipulated expiration date, or if the Fund enters into a closing
purchase transaction, it realizes a gain (or loss if the cost of a closing
purchase transaction exceeds the premium received when the option was sold)
without regard to any unrealized gain or loss on the underlying security, and
the liability related to such option is extinguished.
Special rules (including constructive sale, 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.
Pursuant to the Taxpayer Relief Act of 1997 (the "1997 Act"), new "constructive
sale" provisions apply to activities by the Fund which lock-in gain on an
"appreciated financial position." Generally, a "position" is defined to include
stock, a debt instrument, or partnership interest, or an interest in any of the
foregoing, including through a short sale, a swap contract, or a future or
forward contract. Under the 1997 Act, the entry into a short sale, a swap
contract or a future or forward contract relating to an appreciated direct
position in any stock or debt
18
<PAGE>
instrument, or the acquisition of stock or debt instrument at a time when the
Fund occupies an offsetting (short) appreciated position in the stock or debt
instrument, is treated as a "constructive sale" that gives rise to the immediate
recognition of gain (but not loss). The application of these new provisions may
cause the Fund to recognize taxable income from these offsetting transactions in
excess of the cash generated by such activities.
XIII. INVESTMENT PERFORMANCE
The Fund may advertise investment performance figures, including yield. The
Fund's yield will be based upon a stated 30-day period and will be computed by
dividing the net investment income per share earned during the period by the
maximum offering price per share on the last day of the period, according to the
following formula:
YIELD = 2[((a-b)/cd + 1)/6/ - 1]
Where: a = dividends and interest earned during the period.
b= expenses accrued for the period (net of reimbursements, if any).
c= the average daily number of shares outstanding during the period
that were entitled to receive dividends.
d= the maximum offering price (which is the net asset value) per
share on the last day of the period.
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 initial payment 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 Funds which, if included,
would decrease the performance figures.
XIV. COUNSEL
Ropes & Gray, One International Place, Boston, Massachusetts 02110, as counsel
for MML 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 a
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 only the property of the relevant series of MML
Series Investment Fund shall be bound.
19
<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 and A-2 categories are 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.
"A-2": Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated `A-1'.
Moody's Commercial Paper Ratings - employs three designations, all judged to be
investment grade, to indicate the relative repayment ability of rated issuers.
The two highest designations are 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.
Prime-2: Issuers rated Prime-2 (or related supporting institutions) have a
strong ability for repayment of senior short-term promissory obligations. This
will normally be evidenced by many of the characteristics cited above, but to
a lesser degree. Earnings trends and coverage ratios, while sound, may be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.
II. Bond Ratings
S&P describes its four 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.
A-1
<PAGE>
A - Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
B: BBB - Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
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 four 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.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment some time in the future.
Baa - Bonds which are rated Baa are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
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.
S&P describes its below investment grade ratings for corporate debt as follows:
BB, B, CCC, CC, C - Debt rated "BB", "B", "CCC", "CC" and "C" is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation, "BB"
indicates the lowest degree of speculation and "C" the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
BB - Debt rated "BB" has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.
A-2
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B - Debt rated "B" has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The "B" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.
CCC - Debt rated "CCC" has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, it is not likely to have
the capacity to pay interest and repay principal. The "CCC" rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied "B" or "B-" rating.
CC - The rating "CC" is typically applied to debt subordinated to senior debt
that is assigned an actual or implied "CCC" rating.
C - The rating "C" is typically applied to debt subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.
C1 - The rating "C1" is reserved for income bonds on which no interest is
being paid.
D - Debt rated "D" is in payment default. The "D" rating category is used
when interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The "D" rating also will be used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
Moody's describes its below investment grade corporate bond ratings as follows:
Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
C - Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
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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, 1993/1/.
Exhibit 2: Registrant's By-Laws, as amended and restated August 6, 1993/1/.
Exhibit 3: Not Applicable.
Exhibit 4: Not Applicable.
Exhibit 5(a) Investment Management Agreement between MML Series Investment Fund
(the "Trust"), on behalf of the MML Small Cap Value Equity Fund
(the "Fund"), and Massachusetts Mutual Life Insurance Company
("MassMutual")/2/.
Exhibit 5(b) Investment Sub-Advisory Agreement between MassMutual and David L.
Babson and Company Incorporated /2/.
Exhibit 6: Not Applicable.
Exhibit 7: Not Applicable.
Exhibit 8: Custodian Agreement between the Trust, on behalf of the
Fund, and Citibank, N.A. /2/.
Exhibit 9: Not Applicable.
Exhibit 10: Opinion of counsel as to the legality of shares being
registered/2/.
Exhibit 11 (a): Consent of Ropes & Gray/2/.
(b): Powers of Attorney for Ronald J. Abdow, Charles J. McCarthy,
John H. Southworth, and Mary Boland/1/.
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.
Exhibit 27: Not Applicable.
/1/ Filed herewith.
/2/ To be filed by Amendment.
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. CM Assurance Company, a Connecticut life, accident, disability and health
insurer, all the stock of which is owned by MassMutual.
2. CM Benefit Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.
3. C.M. Life Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.
4. MML Bay State Life Insurance Company, a Connecticut life and health
insurer, all the stock of which is owned by MassMutual.
5. 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 therein.
6. MassMutual Holding Company, a Delaware holding company, all the stock of
which is owned by MassMutual.
7. MassMutual of Ireland, Limited, incorporated in the Republic of Ireland,
which formerly operated as a group life and health claim office for
MassMutual, all of the stock of which is owned by MassMutual.
8. 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.
9. MassMutual Institutional Funds, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares of which are
owned by MassMutual.
10. G.R. Phelps & Co., Inc., a Connecticut corporation which formerly operated
as a securities broker-dealer, all the stock of which is owned by
MassMutual Holding Company.
11. MML Investors Services, Inc. is a, registered broker-dealer incorporated in
Massachusetts. MassMutual Holding Company owns 86% of the capital stock and
G.R. Phelps & Co., Inc. owns 14% of the capital stock of MML Investors
Services, Inc.
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12. MassMutual Holding MSC, Inc., a Massachusetts corporation, which acts as a
holding company for MassMutual positions in investment entities organized
outside the United States. MassMutual Holding Company owns all the
outstanding shares of MassMutual Holding MSC, Inc.
13. MassMutual Holding Trust I, a Massachusetts business trust, which acts as a
holding company for certain MassMutual investment subsidiaries. MassMutual
Holding Company owns all the outstanding shares of MassMutual Holding
Trust I.
14. MassMutual Holding Trust II, a Massachusetts business trust, which acts as
a holding company for certain MassMutual investment subsidiaries.
MassMutual Holding Company owns all the outstanding shares of MassMutual
Holding Trust II.
15. 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.
16. MML Insurance Agency, Inc., a licensed insurance broker incorporated in
Massachusetts, all of the stock of which is owned by MML Investors
Services, Inc.
17. MML Securities Corporation, a "Massachusetts Securities Corporation", all
of the stock of which is owned by MML Investors Services, Inc.
18. DISA 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.
19. 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.
20. MML Insurance Agency of Mississippi, P.C., a Mississippi professional
corporation that operates as an insurance broker, and is controlled by MML
Insurance Agency, Inc.
21. 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.
22. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Ohio and operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. through a voting trust agreement.
23. MML Insurance Agency of Texas, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Texas and operates as an insurance
broker.
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The outstanding capital stock is controlled by MML Insurance Agency, Inc.
through an irrevocable proxy arrangement.
24. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation which
operates as a collateralized bond obligation fund. MassMutual Holding MSC,
Inc. and Carlson Investment Management Co. together own 99% of the
outstanding shares.
25. MassMutual Corporate Value Limited, a Cayman Islands corporation that owns
approximately 93% of MassMutual Corporate Value Partners Limited.
MassMutual Holding MSC, Inc. owns 46.19% of the outstanding capital stock
of MassMutual Corporate Value Limited.
26 MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high yield bond fund. MassMutual Corporate Value Limited
holds an approximately 93% ownership interest in this company.
27. 9048-5434 Quebec, Inc., a Quebec corporation, which operates as the owner
of hotel property in Montreal, Quebec, Canada. MassMutual Holding MSC, Inc.
owns all the shares of 9048-5434 Quebec, Inc.
28. Antares Leveraged Capital Corp., a Delaware corporation that operates as a
finance company. MassMutual Holding Trust I owns approximately 98.7% of the
capital stock of Antares.
29. 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.
30. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity real estate
advisory corporation, all the stock of which is owned by MassMutual Holding
Trust I.
31. DLB Acquisition Corporation ("DLB") is a Delaware corporation, which serves
as a holding company for David L. Babson and Company, Incorporated.
MassMutual Holding Trust I owns 83.7% of the outstanding capital stock of
DLB.
32. 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.
33. David L. Babson and Company, Incorporated, a registered investment adviser
incorporated in Massachusetts, all of the stock of which is owned by DLB.
34. 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.
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<PAGE>
35. 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.
36. 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.
37. OppenheimerFunds, Inc., a registered investment adviser incorporated in
Colorado, all of the stock of which is owned by OAC.
38. 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.
39. HarbourView Asset Management Corporation, a registered investment adviser
incorporated in New York, all the stock of which is owned by
OppenheimerFunds, Inc.
40. MultiSource Service, Inc., a registered broker-dealer incorporated in
Colorado that operates as a clearing broker, 80% of the stock of which is
owned by OppenheimerFunds, Inc.
41. OppenheimerFunds Distributor, Inc., a registered broker-dealer incorporated
in New York, all the stock of which is owned by OppenheimerFunds, Inc.
42. Oppenheimer Partnership Holdings, Inc., a Delaware holding company, all the
stock of which is owned by OppenheimerFunds, Inc.
43. Oppenheimer Real Asset Management, Inc., a commodity pool operator
incorporated in Delaware, all the stock of which is owned by
OppenheimerFunds, Inc.
44. Shareholder Financial Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by OppenheimerFunds, Inc.
45. Shareholder Services, Inc., a transfer agent incorporated in Colorado, all
the stock of which is owned by OppenheimerFunds, Inc.
46. Centennial Capital Corporation, a Delaware corporation that formerly
sponsored a unit investment trust. Centennial Asset Management Corporation
owns all the outstanding shares of Centennial Capital Corporation.
47. 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.
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48. 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.
49. 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.
50. CM International, Inc., a Delaware corporation that holds a mortgage pool
and issues collateralized mortgage obligations. MassMutual Holding Trust II
owns all the outstanding stock of CM International, Inc.
51. CM Property Management, Inc., a Connecticut real estate holding company,
all the stock of which is owned by MassMutual Holding Trust II.
52. 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.
53. MMHC Investment, Inc., a Delaware corporation which is a passive investor
in MassMutual/Darby CBO LLC, MassMutual High Yield Partners LLC and other
MassMutual investments. MassMutual Holding Trust II owns all the
outstanding stock of MMHC Investment, Inc.
54. 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.
55. MML Realty Management Corporation, a former property manager incorporated
in Massachusetts, all the stock of which is owned by MassMutual Holding
Trust II.
56. 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.
57. MassMutual/Darby CBO IM Inc., a Delaware corporation which operates as the
LLC Manager of MassMutual/Darby CBO LLC. MMHC Investment, Inc. owns 50% of
the capital stock of this company.
58. MassMutual/Darby CBO LLC, a Delaware limited liability company that
operates as a fund investing in high yield debt securities of U.S. and
emerging market issuers. MassMutual holds 1.79%, MMHC Investment Inc. holds
44.91% and MassMutual High Yield Partners LLC holds 2.39% of the ownership
interest in this company.
59. Urban Properties, Inc., a Delaware real estate holding and development
company, all the stock of which is owned by MassMutual Holding Trust II.
60. 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.
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61. Westheimer 335 Suites Limited Partnership, a Texas limited partnership of
which Westheimer 335 Suites, Inc. is the general partner.
62. MassMutual Internacional (Argentina) S.A., an Argentine corporation, which
operates as a holding company. MassMutual International Inc. owns 99.9% of
the outstanding shares and MassMutual Holding Company owns the remaining
0.1% of the shares.
63. MassMutual Internacional (Chile) S.A., a Chilean corporation, which
operates as a holding company. MassMutual International Inc. owns 99.9% of
the outstanding shares and MassMutual Holding Company owns the remaining
0.1% of the shares.
64. MassMutual International (Bermuda) Ltd., a Bermuda life insurance company,
all of the stock of which is owned by MassMutual International Inc.
65. MassMutual International (Luxembourg) S.A., a Luxembourg corporation, which
operates as an insurance company. MassMutual International Inc. owns 99.9%
of the outstanding shares and MassMutual Holding Company owns the remaining
0.1% of the shares.
66. MassLife Seguros de Vida S.A., a life insurance company incorporated in
Argentina. MassMutual International Inc. owns 99.9% of the outstanding
capital stock of MassLife Seguros de Vida S.A.
67. MassMutual Services, S.A., an Argentine corporation, which operates as a
service company. MassMutual Internacional (Argentina) S.A. owns 99.9% of
the outstanding shares and MassMutual International, Inc. owns 0.1% of the
shares.
68. Mass Seguros de Vida S.A., a life insurance company incorporated in Chile.
MassMutual International (Chile) S.A. owns 33.5% of the outstanding capital
stock of Mass Seguros de Vida S.A.
69. 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.
70. Compania Seguros de VidaCorp, S.A. a Chilean insurance company. Origen
Inversiones S.A. owns 99% of the outstanding shares of this company.
71. Oppenheimer Series Fund Inc., a Maryland corporation and a registered
open-end investment company of which MassMutual and its affiliates own a
majority of the outstanding shares issued by the fund.
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72. 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.
73. The DLB Fund Group, an open-end management investment company advised by
David L. Babson and Company Incorporated. MassMutual owns at least 25% of
several of the series of the DLB Fund Group.
MassMutual acts as the investment adviser to each of the following investment
companies, and as such may be deemed to control them.
1. 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.
2. MassMutual Corporate Investors, a registered closed-end Massachusetts
business trust.
3. MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high-yield bond fund. MassMutual Corporate Value Limited
holds an approximately 93% ownership interest in this company.
4. 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.
5. MassMutual Institutional Funds, a registered open-end Massachusetts
business trust, all of the shares of which are owned by MassMutual.
6. MassMutual Participation Investors, a registered closed-end Massachusetts
business trust.
7. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation which
operates as a collateralized bond obligation fund. MassMutual Holding MSC,
Inc. and Carlson Investment Management Co. each own 50% of the outstanding
shares.
8. MassMutual/Darby CBO, LLC, a Delaware limited liability Company that
operates as a fund investing in high yield debt securities of U.S. and
emerging market issuers. Mass Mutual owns 1.79%, MMHC Investment, Inc. owns
44.91% and Mass Mutual High Yield Partners LLC owns 2.39% of the ownership
interest in this Company.
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ITEM 26: NUMBER OF HOLDERS OF SECURITIES
- -------- -------------------------------
As of the date of this Post-Effective Amendment, 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 Continental Casualty Company
$15 million of which is underwritten by
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Executive Risk Indemnity, Inc., $15 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 the Registrant. MassMutual is a mutual
life insurance company organized as a Massachusetts corporation which was
originally chartered in 1851. As a mutual life insurance company, MassMutual has
no shareholders. MassMutual's primary business is ordinary life insurance. It
also provides, directly or through its subsidiaries, a wide range of annuity and
disability products, and pension and pension-related products and services, as
well as investment services to individuals, and corporations and other
institutions, in all 50 states of the United States and the District of
Columbia. MassMutual is also licensed to transact business in Puerto Rico, and
six provinces of Canada, but has no export sales. Effective February 29, 1996,
Connecticut Mutual Life Insurance Company merged into MassMutual.
MassMutual's principal lines of business are (i) the Individual Line, which
provides life insurance including variable and universal life insurance,
annuities and disability income insurance to individuals and small businesses;
(ii) Pension Management, which provides group pension investment products and
administrative services, primarily to sponsors of tax qualified retirement
plans; (iii) Life and Health Benefits Management, which previously provided
group life and health insurance products and related services to corporations
and other institutions; this line was transferred to a subsidiary in December
1994, and the subsidiary was subsequently sold in March of 1996; and (iv)
MassMutual Investment Management Group, which provides advisory services for
MassMutual's general investment account and separate investment
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accounts, as well as for various closed-end and open-end investment companies
and external institutional clients, through its own staff and those of
Oppenheimer Funds Inc. and David L. Babson and Company, Inc., in which
MassMutual indirectly owns a controlling interest.
The directors and executive vice presidents of MassMutual, their positions and
their other business affiliations and business experience for the past two 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.
JAMES R. BIRLE, Director, Chairman, Dividend Policy Committee and Member,
Investment Committee
Chairman (since 1997), President (1994-1997) and Founder (since 1994),
Resolute Partners, LLC (private merchant bank), 2 Soundview Drive,
Greenwich, Connecticut; Director (since 1996), IKON Office Solutions
(diversified office products and technology solutions), 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, The Carlyle Group (merchant banking corporation), 1001
Pennsylvania Avenue, N.W., Washington, D.C.; Director: Ashland Oil 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; General
Dynamics Corporation (manufacturer of military equipment), 3190 Fairview
Park Drive, Falls Church, Virginia; Kaman Corporation (diversified
manufacturer), 1332 Blue Hills Avenue, Bloomfield, Connecticut; 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,
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Illinois; Sun Resorts Ltd., N.V.; Westinghouse Electric Corporation
(electronic systems, electric power generating equipment and broadcasting),
11 Stanwix Street, Pittsburgh, Pennsylvania; Chairman, Neurogen Corporation
and Texas Biotechnology Corporation; Trustee, The Rand Corporation;
Director (until 1997), CB Commercial Real Estate Group, Inc. (real estate
broker subsidiary of Carlyle Holding Corporation), 533 Fremont Avenue, Los
Angeles, California; Bell Atlantic Corporation (telecommunications), 1717
Arch Street, Philadelphia, Pennsylvania; Chairman; Director (1989-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street, Hartford,
Connecticut.
GENE CHAO, Director and Member, Auditing and Dividend Policy Committees
Chairman, President and Chief Executive Officer, Computer Projections, Inc.
(computer graphics), 733 S.W. Vista Avenue, Portland, Oregon; 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.;
Trustee: Federal Communications Bar Association Foundation, Tomas Rivera
Policy Institute, and Radio and Television News Directors Foundation;
Director: National Public Radio, Reading Is Fundamental, and Foundation for
Women's Resources; Director (1995-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.
ANTHONY DOWNS, Director and Member, Auditing 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.
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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.
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, HSB Group, Inc.
(formerly known as 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), 90 State House Square, 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
Chairman (since 1997), State Board of Trustees for the Hartford Public
School System, 1 State Street, Suite 2310, Hartford, Connecticut; President
(1994-1996), International Distillers and Vintners, Inc.; 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, The Bushnel Memorial, Hartford,
Connecticut; Trustee, Colby College, Mayflower Hill Drive, Waterville,
Maine; Director (1990-1996), Connecticut Mutual Life Insurance Company, 140
Garden Street, Hartford, Connecticut.
CHARLES K. GIFFORD, Director and Member, Investment and Auditing Committees
Chairman and Chief Executive Officer (since 1995), and President (1989-
1996), BankBoston, N.A., and Chief Executive Officer (since 1995),
President (1989-1996) and Chairman (1995-1996) of BankBoston Corporation
(bank holding company), 100 Federal Street, Boston, Massachusetts;
Director, Member of Audit and Compensation Committees, Boston Edison
Co. (public utility electric company), 800 Boylston Street, Boston,
Massachusetts.
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WILLIAM N. GRIGGS, Director, Chairman, Auditing Committee and Member, Investment
Committee
Managing Director, Griggs & Santow Inc. (financial 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 (until 1997); 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 Chairman, Human
Resources and Independent Directors Committees, IKON Office
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Solutions (diversified office products and technology solutions), 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), 700 North Water Street, 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; Ameritech, Inc. (regional holding company for telephone
companies), 30 South Wacker Drive, Chicago, Illinois, Director (since
1995), Energy Ventures, Inc., 5 Post Oak Park, Houston, Texas.
WILLIAM B. MARX, JR., Director and Member, Dividend Policy and Board Affairs
Committees
Retired; Consultant (1996-1997); Senior Executive Vice President (1996),
Lucent Technologies, Inc. (public telecommunications systems and software),
600 Mountain Road, Murray Hill, New Jersey; Director (since 1996),
California Microwave, Inc., Redwood City, California; Member, National
Board of Directors, Junior Achievement, Colorado Springs, Colorado; 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 (since
1996), Coating Technologies International; Director, Chairman, Audit
Committee and Member, Finance Committee, Executive Committee and Human
Resources Committee, Bell Atlantic Corporation (telecommunications), 1717
Arch Street, Philadelphia, Pennsylvania; Chairman (since 1997) Director
(since 1992), Chairman, Compensation
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Committee, and Member, Audit Committee, Briggs Industries, Inc. (plumbing
fixtures), 4350 W. Cypress Street, Tampa, Florida; Director, Chairman,
Audit Committee and Member, Human Resource Committee, Blodgett Corporation;
Director and Member, Senior Management Committee, Dan River, Inc. (textile
manufacturer), 2291 Memorial Drive, Danville, Virginia; Director, Davies,
Turner & Company; Director, Chairman, Products Committee and Member,
Compensation and Audit Committee (until 1996), Igloo Corporation (portable
coolers), 1001 W. Sam Houston Parkway North, Houston, Texas; 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 (1971-1996); Bankers Trust New York Corp. (bank
holding company) and Bankers Trust Company (principal offices, 280 Park
Avenue, New York, New York); Director (1975-1996), 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, 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 (since 1996) DLB
Acquisition Corporation (holding Company for investment advisers) and
Oppenheimer Acquisition Corporation (parent of OppenheimerFunds Inc., an
investment management company); 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.
THOMAS B. WHEELER, Chairman and 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 provider for
international insurance companies); Chairman and
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Chief Executive Officer, DLB Acquisition Corporation (holding company for
investment advisers); Chairman and Director, Oppenheimer Acquisition Corp.
(parent of OppenheimerFunds, Inc., an investment management company),
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, BankBoston N.A.
and BankBoston Corporation (bank holding company), 100 Federal Street,
Boston, Massachusetts; Member, Executive Committee, Massachusetts
Capital Resources Company, 545 Boylston Street, Boston, Massachusetts;
Director, Textron, Inc. (diversified manufacturing company), 40 Westminster
Street, Providence, Rhode Island.
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; BankBoston 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, Marine Biology Laboratory and Woods Hole
Oceanographic Institute, Woods Hole, Massachusetts; Director (1981-1996),
Repligen Corporation (biotechnology), One Kendall Square, Cambridge,
Massachusetts.
Executive Vice Presidents
LAWRENCE V. BURKETT, JR., Executive Vice President and General Counsel
Executive Vice President and General Counsel 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 1997), MML Securities Corporation (a wholly-owned
subsidiary of MML Investors Services, Inc. that is a "Massachusetts
Securities Corporation"); 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
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limited partnerships); Director, 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, 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, Cornerstone Real Estate
Advisers, Inc. (wholly-owned real estate investment adviser subsidiary of
MassMutual Holding Company), One Financial Plaza, Suite 1700, Hartford,
Connecticut; Vice President (since 1996) and Director, Sargasso Mutual
Insurance Co., Ltd., Victoria Hall, Victoria Street, Hamilton, Bermuda;
Director, MassMutual of Ireland, Ltd. (wholly-owned subsidiary of
MassMutual that formerly provided group insurance claim services), One
Earlsfort Centre, Hatch Street, Dublin, Ireland; Chairman (1994-1996),
Director (1993-1996), MML Reinsurance (Bermuda) Ltd. (wholly-owned property
and casualty reinsurance subsidiary of MassMutual Holding Company) and
Director, 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).
PETER J. DABOUL, Executive Vice President
Executive Vice President (since 1997), Senior Vice President (1990-1997) of
MassMutual, 1295 State Street, Springfield, Massachusetts.
JOHN B. DAVIES, Executive Vice President
Executive Vice President 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, 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.,
DISA Insurance Services of America, Inc. (Alabama), and Diversified
Insurance Services of America, Inc. (Hawaii) (subsidiaries of MML Insurance
Agency, Inc.) (principal offices, 1414 Main Street, Springfield,
Massachusetts); Director: 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.
C-18
<PAGE>
DANIEL J. FITZGERALD, Executive Vice President
Executive Vice President (since 1994), Corporate Financial Operations
(1994-1997)of MassMutual; Director (since 1996), President and Chief
Executive Officer (since 1997) MassMutual International Inc. (wholly-owned
subsidiary of MassMutual Holding Company to act as service provider for
international insurance companies); Director, MassMutual of Ireland, Ltd.
(wholly-owned subsidiary of MassMutual that formerly provided group
insurance claim services), One Earlsfort Centre, Hatch Street, Dublin,
Ireland
C-19
<PAGE>
JAMES E. MILLER, Executive Vice President
Executive Vice President (since 1997 and 1987-1996) of MassMutual, 1295
State Street, Springfield, Massachusetts; Senior Vice President (1996-
1997), UniCare Life & Health Insurance Company, Springfield, Massachusetts.
JOHN V. MURPHY, Executive Vice President
Executive Vice President (since 1997) of MassMutual 1295 State Street,
Springfield, Massachusetts; 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 Director (1995-1997),
Potomac Babson Incorporated (investment advisory subsidiary of David L.
Babson and Company Incorporated), New York, New York; Director (since 1995)
and Senior Vice President (1995-1997), DLB Acquisition Corporation (holding
company for investment advisers); Director (since 1997), Oppenheimer
Acquisition Corporation (parent of OppenheimerFunds Inc., an investment
management company); Trustee (since 1997), MassMutual Institutional Funds
(open-end investment company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Director, Emerald Isle Bancorp and Hibernia
Savings Bank (wholly-owned subsidiary of Emerald Isle Bancorp) 730 Hancock
Street, Quincy, Massachusetts.
GARY E. WENDLANDT, Executive Vice President and Chief Investment Officer
Chief Investment Officer and Executive Vice President of MassMutual;
Chairman and Trustee, MassMutual Corporate Investors and Chairman and
Trustee, MassMutual Participation Investors (closed-end investment
companies); Chairman and Trustee, MML Series Investment Fund (open-end
investment company); Chairman, Chief Executive Officer and Member,
Investment Pricing Committee, 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) 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), MassMutual International (Chile) S.A.
and CM Advantage Inc. (wholly-owned subsidiary of MassMutual Holding Trust
II to act as general partner in real estate limited partnerships);
President and Director, DLB Acquisition Corporation (holding company for
investment advisers) and Oppenheimer Acquisition Corporation (parent of
OppenheimerFunds Inc., an investment management company); Chairman, Chief
Executive Officer, President and Director, MassMutual Holding Company
(wholly-owned holding company subsidiary of MassMutual); Chairman and
Director, MML Realty Management Corporation (wholly-owned real estate
management subsidiary of MassMutual Holding Company);
C-20
<PAGE>
: 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; 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; 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, Mass Seguros de
Vida, S.A., Huerfanos No. 770, Santiago, Chile; President and Director,
MassMutual International (Bermuda) Ltd. (wholly-owned subsidiary of
MassMutual Holding Company that distributes variable insurance products in
overseas markets), 41 Cedar Avenue, Hamilton, Bermuda; Chairman (since
1996), Anatares Leveraged Capital Corp. (finance company), Chicago,
Illinois.
JOSEPH M. ZUBRETSKY, Executive Vice President And Chief Financial Officer
Executive Vice President and Chief Financial Officer (since 1997) of
MassMutual, 1295 State Street, Springfield, Massachusetts; Chief Financial
Officer (1996-1997) Healthsource, Hooksett, New Hampshire; Partner (1990-
1996), Coopers & Lybrand LLC (certified public accountants), Hartford,
Connecticut; Director (since 1997): Antares Leverage Capital Corp. (finance
company), Chicago, Illinois; DLB Acquisition Corporation (holding company
for investment adviser); Oppenheimer Acquisition Corporation (parent of
OppenheimerFunds, Inc., an investment management company); MassMutual
Holding Company (wholly-owned holding company subsidiary of MassMutual);
MassMutual Holding MSC, Inc. (wholly owned holding company subsidiary of
MassMutual Holding Company); MassMutual International, Inc. (wholly-owned
subsidiary of MassMutual Holding Company to act as service provider for
international insurance companies); Trustee (since 1997), MassMutual
Holding Trust I and MassMutual Holding Trust II (wholly-owned holding
company subsidiaries of MassMutual Holding Company) (principal offices,
1295 State Street, Springfield, Massachusetts).
b. The Investment Sub-Adviser
The directors and executive officers of Babson, their positions and their other
business affiliations and business experience for the past two years are as
follows:
C-21
<PAGE>
Directors and Executive Officers
HANI K. FINDAKLY, Director
Director (since 1996), David L. Babson and Company, Inc., One Memorial Drive,
Cambridge, Massachusetts; President (since 1996), Potomac Babson Inc.
(registered investment adviser), 1290 Avenue of the Americas, New York, New
York; President (1989-1995), Potomac Capital, Inc. (registered investment
adviser), 1290 Avenue of the Americas, New York, New York.
RONALD E. GWOZDZ, Director and Executive Vice President
Director (since 1995), Executive Vice President (since 1996) and Senior Vice
President (1991-1996), David L. Babson and Company, Inc., One Memorial Drive,
Cambridge, Massachusetts.
JAMES W. MACALLEN, Director and Executive Vice President
Director and Executive Vice President (since 1996), David L. Babson and Company,
Inc., One Memorial Drive, Cambridge, Massachusetts; Senior Vice President
(1996), Concert Capital Management, Inc. (former investment advisory subsidiary
of DLB Acquisition Corporation), One Memorial Drive, Cambridge, Massachusetts;
Principal (1994-1995), Hagler, Mastrovita & Hewitt (investment counsel), 225
Franklin Street, Boston, Massachusetts.
EDWARD L. MARTIN, Director and Executive Vice President
Director (since 1990), Executive Vice President (since 1995) and Senior Vice
President (1988-1995), David L. Babson and Company, Inc., One Memorial Drive,
Cambridge, Massachusetts; Director and Senior Vice President (since 1996),
Potomac Babson Inc. (registered investment adviser), 1290 Avenue of the
Americas, New York, New York.
PETER C. SCHLIEMANN, Director and Executive Vice President
Executive Vice President (since 1992), Senior Vice President (1984-1992) and
Director (since 1982), David L. Babson and Company, Inc., One Memorial Drive,
Cambridge, Massachusetts; Director (1996), Concert Capital Management, Inc.
(former investment advisory subsidiary of DLB Acquisition Corporation), One
Memorial Drive, Cambridge, Massachusetts.
FRANK L. TARANTINO, Senior Vice President, Clerk and Chief Operating Officer
Senior Vice President, Clerk and Chief Operating Officer (since 1997), David L.
Babson and Company, Inc., One Memorial Drive, Cambridge, Massachusetts;
President (1993-1997), Liberty Securities Corporation (broker-dealer), 600
Atlantic Avenue, Boston, Massachusetts.
PETER C. THOMPSON, Director and President
C-22
<PAGE>
President and Director (since 1983), David L. Babson and Company, Inc., One
Memorial Drive, Cambridge, Massachusetts.; Director (1996), Concert Capital
Management, Inc. (former investment advisory subsidiary of DLB Acquisition
Corporation), One Memorial Drive, Cambridge, Massachusetts; Director (since
1996), Potomac Babson Inc. (registered investment adviser) 1290 Avenue of the
Americas, New York, New York.
JONATHAN B. TREAT, Director and Senior Vice President
Director and Senior Vice President (since 1992), David L. Babson and Company,
Inc., One Memorial Drive, Cambridge, Massachusetts.
ROLAND W. WHITRIDGE, Director and Senior Vice President
Director (since 1990) and Senior Vice President (since 1992), David L. Babson
and Company, Inc., One Memorial Drive, Cambridge, Massachusetts.
C-23
<PAGE>
ITEM 29: PRINCIPAL UNDERWRITERS
- -------- ----------------------
Not Applicable.
ITEM 30: LOCATION OF ACCOUNTS AND RECORDS
- -------- --------------------------------
(Articles of Incorporation and Bylaws)
MassMutual Institutional Fund
1295 State Street
Springfield, Massachusetts 01111
(With respect to its services as Advisor)
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
(With respect to its services as Sub-Advisor)
David L. Babson and Company, Incorporated
One Memorial Drive
Cambridge, Massachusetts 02142
(With respect to its services as Custodian)
Citibank, N.A.
111 Wall Street
New York, New York 10005
(With respect to its service as Counsel)
Ropes & Gray
One International Place
Boston, Massachusetts
ITEM 31: MANAGEMENT SERVICES
- -------- -------------------
Not Applicable.
- ---------------
ITEM 32: UNDERTAKINGS
- -------- ------------
Not Applicable
C-24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, 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 17th day of March, 1998.
MML SERIES INVESTMENT FUND
By: /s/ Stuart H. Reese
---------------------------------------------
Stuart H. Reese
President
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 indicated and on this 17th day of March, 1998.
SIGNATURE TITLE
--------- -----
/s/ Gary E. Wendlandt Chairman & Trustee
--------------------------
Gary E. Wendlandt
/s/ Richard G. Dooley Trustee
--------------------------
Richard G. Dooley
* Trustee
---------------------------
Mary E. Boland
* Trustee
---------------------------
Ronald J. Abdow
Trustee
---------------------------
F. William Marshall, Jr.
* Trustee
---------------------------
Charles J. McCarthy
* Trustee
---------------------------
John H. Southworth
/s/ Stuart H. Reese President
---------------------------
Stuart H. Reese
/s/ Raymond B. Woolson Treasurer
---------------------------- (Principal Financial Officer)
Raymond B. Woolson
/s/ Mark B. Ackerman Comptroller
----------------------------
Mark B. Ackerman
*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 SERIES INVESTMENT FUND 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 SERIES INVESTMENT FUND, BUT
ONLY THE PROPERTY OF THE RELEVANT SERIES OF MML SERIES INVESTMENT FUND SHALL BE
BOUND.
C-25
<PAGE>
EXHIBIT 99.1
MML SERIES INVESTMENT FUND
RESTATED AS OF MAY 14, 1993
AGREEMENT AND DECLARATION OF TRUST
<PAGE>
TABLE OF CONTENTS
Page
----
Recitals.............................................................. 1
ARTICLE I: NAME AND DEFINITIONS
Section 1 Name........................................................ 1
Section 2 Definitions................................................. 1
ARTICLE II: PURPOSE OF THE TRUST
ARTICLE III: SHARES
Section 1 Division of Beneficial Interest............................. 2
Section 2 Ownership of Shares......................................... 3
Section 3 Investment in the Trust..................................... 3
Section 4 No Preemptive Rights, etc................................... 3
Section 5 Status of Shares and Limitation of Personal Liability....... 3
ARTICLE IV: THE TRUSTEES
Section 1 Election, Term of Office and Removal....................... 4
Section 2 Vacancies.................................................. 5
Section 3 Powers..................................................... 5
Section 4 Action by Trustees......................................... 8
Section 5 Payment of Expenses by the Trust........................... 8
Section 6 Ownership of Assets of the Trust........................... 9
Section 7 Advisory, Management and Distribution...................... 9
ARTICLE V: SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1 Voting Powers............................................. 10
Section 2 Meetings.................................................. 11
Section 3 Quorum and Required Vote.................................. 11
Section 4 Action by Written Consent................................. 11
Section 5 Additional Provisions..................................... 12
-i-
<PAGE>
Page
----
ARTICLE VI: DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES
Section 1 Distributions............................................... 12
Section 2 Redemptions and Repurchases................................. 12
Section 3 Redemptions at the Option of the Trust...................... 13
Section 4 Dividends, Distributions, Redemptions and Repurchases....... 13
ARTICLE VII: COMPENSATION AND LIMITATION OF
LIABILITY OF TRUSTEES
Section 1 Compensation................................................ 13
Section 2 Limitation of Liability..................................... 13
ARTICLE VIII: INDEMNIFICATION
Section 1 Trustees, Officers, etc..................................... 14
Section 2 Compromise Payment.......................................... 15
Section 3 Indemnification Not Exclusive............................... 15
Section 4 Shareholders................................................ 16
ARTICLE IX: MISCELLANEOUS
Section 1 Trustees, Shareholders, etc. Not Personally Liable; Notice.. 16
Section 2 Trustee's Good Faith Action, Expert Advice, No Bond or
Surety.................................................... 17
Section 3 Liability of Third Persons Dealing with Trustees............ 17
Section 4 Duration and Termination of Trust........................... 17
Section 5 Filing of Copies, References, Headings...................... 17
Section 6 Applicable Law.............................................. 18
Section 7 Amendments.................................................. 18
-ii-
<PAGE>
RESTATED AGREEMENT AND DECLARATION OF TRUST (the "Restated Declaration
of Trust") made at Springfield, Massachusetts, this 14th day of May, 1993,
approved by the Board of Trustees of MML Series Investment Fund (the "Trust")
and approved by the holders of shares of beneficial interest of the Trust.
WITNESSETH that
WHEREAS, the Trust was formed on December 19, 1984 pursuant to the
terms of an Agreement and Declaration of Trust (the "Declaration of Trust") for
the purpose of conducting the business of an investment company;
WHEREAS, the Trust's Board of Trustees (the "Board of Trustees")
agreed to manage all property coming into their hands as Trustees of a
Massachusetts voluntary association with transferable shares in accordance with
the provisions hereinafter set forth;
WHEREAS, the Declaration of Trust was amended on April 29, 1985 (the
"Amended Declaration of Trust");
WHEREAS, the Board of Trustees approved additional amendments to the
Amended Declaration of Trust at a meeting of the Board of Trustees held on
February 5, 1993 and said amendments were also approved by the holders of shares
of beneficial interest of the Trust at the April 16, 1993 Annual Meeting of
Shareholders of the Trust.
NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets, which they may from time to time acquire in
any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon
the following terms and conditions for the pro rata benefit of the holders from
time to time of Shares in this Trust as hereinafter set forth.
ARTICLE I
Name and Definitions
Section 1. Name. This Trust shall be known as "MML Series Investment
Fund", and the Trustees shall conduct the business of the Trust under that name
or any other name as they may from time to time determine.
Section 2. Definitions. Whenever used herein, unless otherwise
required by the context or specifically provided:
(a) The "Trust" refers to the Massachusetts business trust
established by the Declaration of Trust, as amended from time to time;
(b) "Trustees" refers to the Trustees of the Trust named herein
or elected in accordance with Article IV;
(c) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided
from time to time or, if more than one series of Shares is authorized by
the Trustees, the equal proportionate transferable units into which each
series of Shares shall be divided from time to time;
(d) "Shareholder" means a record owner of Shares;
<PAGE>
(e) The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended from time to time;
(f) The terms "Affiliated Person", "Assignment", "Commission",
"Interested Person", "Principal Underwriter" and "Majority Shareholder
Vote" (the 67% or 50% requirement of the third sentence of Section 2(a)(42)
of the 1940 Act, whichever may be applicable) shall have the meanings given
them in the 1940 Act;
(g) "Declaration of Trust" shall mean the Agreement and
Declaration of Trust of December 19, 1984, as amended or restated from time
to time;
(h) "Restated Declaration of Trust" shall mean this Restated
Agreement and Declaration of Trust, as of May, 1993, as amended or restated
from time to time; and
(i) "Bylaws" shall mean the Bylaws of the Trust as amended from
time to time.
ARTICLE II
Purpose of the Trust
--------------------
The purpose of the Trust is to provide investors a managed investment
primarily in securities, debt instruments and other investments.
ARTICLE III
Shares
------
Section 1. Division of Beneficial Interest. The Shares of the Trust
shall be issued in one or more series as the Trustees may, without shareholder
approval, authorize. Each series shall be preferred over all other series in
respect of the assets allocated to that series. The beneficial interest in each
series shall at all times be divided into Shares, with or without par value as
the Trustees may prescribe, each of which shall represent an equal proportionate
interest in the series with each other Share of the same series, none having
priority or preference over another. The number of Shares authorized shall be
unlimited. The Trustees may from time to time divide or combine the Shares into
a greater or lesser number without thereby changing the proportionate beneficial
interests in the series.
Section 2. Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or a transfer or similar agent. No
certificates certifying the ownership of Shares shall be issued except as the
Trustees may otherwise determine from time to time. The Trustees may make such
rules as they consider appropriate for the issuance of Share certificates, the
transfer of Shares and similar matters. The record books of the Trust as kept
by the Trust or any transfer or similar agent, as the case may be, shall be
conclusive as to who are the Shareholders of each series and as to the number of
Shares of each series held from time to time by each Shareholder.
Section 3. Investment in the Trust. The Trustees shall accept
investments in the Trust from such persons and on such terms and for such
consideration, which may consist of cash or tangible or intangible property or
2
<PAGE>
a combination thereof, as they from time to time authorize. When Shares of the
Trust have been issued for such consideration, such Shares shall be fully paid
and nonassessable.
All consideration received by the Trust for the issue or sale of
Shares of each series, together with all income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong to the
series of Shares with respect to which the same were received by the Trust for
all purposes and shall be so handled upon the books of account of the Trust and
are herein referred to as "assets of" such series.
Section 4. No Preemptive Rights, etc. Shareholders shall have no
preemptive or other right to subscribe to any additional Shares or other
securities issued by the Trust, and shall have no appraisal or conversion rights
with respect to the Shares of the Trust owned by them.
Section 5. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights provided
in this Declaration of Trust. Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto. The death of a Shareholder during the
continuance of the Trust shall not operate to terminate the Trust nor entitle
the representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but only to the
rights of said decedent under this Trust. Ownership of Shares shall not entitle
the Shareholder to any title in or to the whole or any part of the assets of the
Trust or right to call for a partition or division of the same or for an
accounting, nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer, employee or
agent of the Trust shall have any power to bind personally any Shareholder, nor
except as specifically provided herein, to call upon any Shareholder for the
payment of any sum of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay.
ARTICLE IV
The Trustees
Section 1. Election, Term of Office and Removal. The Shareholders
shall elect a Board of Trustees. Each Trustee shall serve until the next
meeting of Shareholders held for the purpose of electing Trustees and until his
or her successor is elected and qualified, or until such Trustee sooner dies,
resigns, retires, becomes incapacitated, or is removed as hereinafter provided.
By a vote of a majority of the Trustees then in office, the Trustees may fix the
number of Trustees and may fill vacancies, including vacancies created by an
increase in the number of Trustees.
Any Trustee may resign his or her trust (without need for prior or
subsequent accounting) by an instrument in writing signed by him or her and
delivered to the Chairman of the Board, or the Secretary, or any Assistant
Secretary, and the Trust may accept the resignation upon delivery or as of any
later date, up to and including any date specified in the instrument. Any of
3
<PAGE>
the Trustees may be removed with or without cause by the affirmative vote of a
majority of the remaining Trustees.
Any Trustee may also be removed by Shareholders by either (1) a vote
of Shareholders of record holding not less than two-thirds of the Shares then
outstanding, cast in person or by proxy at a meeting of Shareholders
specifically called for that purpose, or (2) a written declaration filed with
the Secretary of the Trust signed by Shareholders of record holding not less
than two-thirds of the Shares then outstanding. The Trustees shall promptly
call a meeting of Shareholders for the purpose of voting upon the question of
removal of any or all of the Trustees when requested in writing to do so by the
record holders of not less than 10% of the Shares then outstanding.
The death, declination, resignation, retirement, removal or incapacity
of the Trustees, or any one of them, shall not operate to annul the Trust or to
revoke any existing agency created pursuant to the terms of this Declaration of
Trust.
Section 2. Vacancies. The Trustees may fill any vacancy by written
instrument signed by a majority of the Trustees then in office, provided that
immediately after filling any such vacancy, at least two-thirds of the Trustees
then holding office shall have been elected to such office by the Shareholders.
In the event that at any time less than a majority of the Trustees
holding office at that time were elected by the Shareholders, a special meeting
of Shareholders pursuant to Article V, Section 2 shall be held promptly and in
any event within 60 days (unless the Commission shall by order extend such
period), for the purpose of electing Trustees to fill any existing vacancies.
Whenever a vacancy in the number of Trustees shall occur, until such vacancy is
filled as provided in this Section, the Trustees in office, regardless of their
number, shall have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by this Declaration of Trust.
Whenever ten or more Shareholders who have been such for at least six
months preceding the date of application and who hold in the aggregate either
Shares having a net asset value of at least $25,000 or at least 1% of the
outstanding Shares of the Trust, whichever is less, shall apply to the Trustees
in writing, stating that they wish to communicate with other Shareholders with a
view to obtaining signatures to a request for a meeting for consideration of the
removal of any or all of the Trustees and accompanied by a form of communication
and request which they wish to transmit, the Trustees shall within five business
days after receipt of such application either (1) afford to such applicants
access to a list of the names and addresses of all Shareholders as recorded on
the books of the Trust; or (2) inform such applicants as to the approximate
number of Shareholders of record, and the approximate cost of mailing to them
the proposed communication and form of request. If the Trustees elect to follow
the course specified in clause (2) of the preceding sentence, the Trustees shall
comply with the provisions of Section 16(c) of the 1940 Act or any successor
thereto, and any rule, release or order promulgated thereunder.
Section 3. Powers. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the Trustees, and they
4
<PAGE>
shall have all powers necessary or convenient to carry out that responsibility.
Without limiting the foregoing, the Trustees may: adopt Bylaws not inconsistent
with this Declaration of Trust providing for the conduct of the business of the
Trust and may amend and repeal them to the extent that such Bylaws do not
reserve that right to the Shareholders; fill vacancies in their number
(including any vacancies created by an increase in the number of Trustees) or
remove from their number; elect and remove such officers and appoint and
terminate such agents as they consider appropriate; appoint from their own
number, and terminate, any one or more committees consisting of two or more
Trustees, including an executive committee which may, when the Trustees are not
in session, exercise some or all of the power and authority of the Trustees as
the Trustees may determine; employ one or more custodians of the assets of the
Trust and may authorize such custodians to employ subcustodians and to deposit
all or any part of such assets in a system or systems for the central handling
of securities; retain a transfer agent or a Shareholder servicing agent, or
both, to provide for the distribution of Shares by the Trust, through one or
more principal underwriters or otherwise, set record dates for the determination
of Shareholders with respect to various matters, and in general delegate such
authority as they consider desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or employee of the Trust or to any
such custodian or underwriter.
Without limiting the foregoing, the Trustees shall have power and
authority:
(a) To invest and reinvest cash, and to hold cash uninvested;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, write
options on and lease any or all of the assets of the Trust;
(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver proxies or powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such power
and discretion with relation to securities or property as the Trustees
shall deem proper;
(d) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the
name of the Trustees or of the Trust or in the name of a custodian,
subcustodian or other depositary or a nominee or nominees or otherwise;
(f) To allocate assets, liabilities and expenses of the Trust to a
particular series of Shares or to apportion the same among two or more
series, provided that any investment in a particular series of Shares shall
be an asset of that series, and that any liabilities or expenses incurred
by a particular series of Shares shall be payable solely out of the assets
of that series.
(g) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security of which
is or was held by the Trust; to consent to any
5
<PAGE>
contract, lease, mortgage, purchase or sale of property by such corporation
or issuer, and to pay calls or subscriptions with respect to any assets
held by the Trust;
(h) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit
any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority
with relation to any security (whether or not so deposited or transferred)
as the Trustees shall deem proper, and to agree to pay, and to pay, such
portion of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;
(i) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not limited
to claims for taxes;
(j) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(k) To borrow funds;
(l) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge
the Trust property or any part thereof to secure any of or all such
obligations;
(m) To purchase and pay for entirely out of the assets of the Trust
such insurance as they may deem necessary or appropriate for the conduct of
the business, including without limitation, insurance policies insuring the
assets of the Trust and payment of distributions and principal on its
portfolio investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers or managers,
principal underwriters, or independent contractors of the Trust
individually against all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any such
person as Shareholder, Trustee, officer, employee, agent, investment
adviser or manager, principal underwriter, or independent contractor,
including any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to indemnify such
person against such liability; and
(n) To pay pensions for faithful service, as deemed appropriate by the
Trustees, and to adopt, establish and carry out pension, profit-sharing,
deferred compensation, share bonus, share purchase, savings, thrift and
other retirement, incentive and benefit plans, trusts and provisions,
including the purchasing of life insurance and annuity contracts as a means
of providing such retirement and other benefits, for any or all of the
Trustees, officers, employees and agents of the Trust.
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The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by trustees.
Section 4. Action by Trustees. Except as otherwise provided herein or
from time to time in the Bylaws, any action to be taken by the Trustees may be
taken by a majority of the Trustees present at a meeting of Trustees (a quorum
being present, as provided herein or in the Bylaws), within or without
Massachusetts, including any meeting held by means of a conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting, or by written consents of a
majority of the Trustees then in office, provided such written consents are
filed with the records of the meetings of Trustees. Such consent shall be
treated for all purposes as a vote taken at a meeting of Trustees.
Section 5. Payment of Expenses by the Trust. The Trustees are authorized
to pay or to cause to be paid out of the principal or income of the Trust, or
partly out of principal and partly out of income, as they deem fair, or to
arrange for the Shareholders to pay, in whole or in part, all expenses, fees,
charges, taxes and liabilities incurred or arising in connection with the Trust,
or in connection with the management thereof, including, but not limited to, the
Trustees' compensation and such expenses and charges for the services of the
Trust's officers, employees, investment adviser or manager, principal
underwriter, auditor, counsel, custodian, transfer agent, Shareholder servicing
agent, and such other agents or independent contractors and such other expenses
and charges as the Trustees may deem necessary or proper to incur, provided,
however, that all expenses, fees, charges, taxes and liabilities incurred or
arising in connection with a particular series of Shares as determined by the
Trustees, shall be payable solely out of the assets or by the Shareholders of
that series.
Section 6. Ownership of Assets of the Trust. Title to all of the assets
of each series of Shares and of the Trust shall at all times be considered as
vested in the Trustees.
Section 7. Advisory, Management and Distribution. Subject to a favorable
Majority Shareholder Vote, the Trustees may, at any time and from time to time,
contract for exclusive or nonexclusive advisory and/or management services with
any corporation, trust, association or other organization (the "Manager"), every
such contract to comply with such requirements and restrictions as may be set
forth in the Bylaws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and restrictions as the
Trustees may determine, including, without limitation, authority to determine
from time to time what investments shall be purchased, held, sold or exchanged
and what portion, if any, of the assets of the Trust or any series of Shares
shall be held uninvested and to make changes in the investments of the Trust or
any series of Shares. The Trustees may also, at any time and from time to time,
contract with the Manager or any other corporation, trust, association or other
organization, appointing it exclusive or nonexclusive distributor or principal
underwriter for the Shares, every such contract to comply with such requirements
and restrictions as may be set forth in the Bylaws; and any such contract may
contain such other terms interpretive of or in addition to said requirements and
restrictions as the Trustees may determine. The fact that:
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(a) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter or distributor or agent of or for any
corporation, trust, association, or other organization, or of or for any
parent or affiliate of any organization, with which an advisory or
management contract, or principal underwriter's or distributor's contract,
or transfer, Shareholder servicing or other agency contract may have been
or may hereafter be made, or that any such organization, or any parent or
affiliate thereof, is a Shareholder or has an interest in the Trust, or
that
(b) any corporation, trust, association or other organization with
which an advisory or management contract or principal underwriter's or
distributor's contract, or transfer, Shareholder servicing or other agency
contract may have been or may hereafter be made also has an advisory or
management contract, or principal underwriter's or distributor's contract,
or transfer, Shareholder servicing or other agency contract with one or
more other corporations, trusts, associations, or other organizations, or
has other business or interests
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
ARTICLE V
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. The Shareholders shall have power to vote only
(a) for the election of Trustees and with respect to the removal of Trustees
pursuant to Article IV, Sections 1 and 2; (b) with respect to any Manager as
provided in Article IV, Section 6, (c) with respect to any termination of this
Trust to the extent and as provided in Article IX, Section 4, (d) with respect
to any amendment of this Declaration of Trust to the extent and as provided in
Article IX, Section 7, (e) to the same extent as the stockholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should or should not be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders, and (f) with
respect to such additional matters relating to the Trust as may be required by
this Declaration of Trust, the Bylaws or any registration of the Trust with the
Commission (or any successor agency) or any state, or as the Trustees may
consider necessary or desirable.
Each whole Share shall be entitled to one vote as to any matter on which it
is entitled to vote and each fractional Share shall be entitled to a
proportionate fractional vote. Notwithstanding any other provision of this
Declaration of Trust, on any matter submitted to a vote of Shareholders all
Shares of the Trust then entitled to vote shall be voted by individual series,
except when required by the 1940 Act, Shares shall be voted in the aggregate and
not by individual series; and except when the Trustees have determined that the
matter affects only the interests of one or more series, then only Shareholders
of such series shall be entitled to vote thereon. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in
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person or by proxy. A proxy with respect to Shares held in the name of two or
more persons shall be valid if executed by any one of them unless at or prior to
exercise of the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a Shareholder shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the challenger.
Until Shares are issued, the Trustees may exercise all rights of Shareholders
and may take any action required by law, this Declaration of Trust or the Bylaws
to be taken by Shareholders.
Section 2. Meetings. No annual or regular meeting of Shareholders is
required. Special meetings of the Shareholders of the Trust or of any one or
more series of Shares may also be called by the Trustees from time to time for
the purpose of taking action upon any matter requiring the vote or authority of
the Shareholders as herein provided or upon any other matter deemed by the
Trustees to be necessary or desirable. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees by mailing
such notice at least seven days before such meeting, postage prepaid, stating
the time, place and purpose of the meeting, to each Shareholder at the
Shareholder's address as it appears on the records of the Trust. If the Trustees
shall fail to call or give notice of any meeting of Shareholders for a period of
30 days after written application by Shareholders holding at least 10% of the
Shares outstanding as of the date of the written application requesting a
meeting to be called for a purpose requiring action by the Shareholders as
provided herein or in the Bylaws, then Shareholders holding at least 10% of the
Shares outstanding as of the date of the written application may call and give
notice of such meeting, and thereupon the meeting shall be held in the manner
provided for herein in case of call thereof by the Trustees. If the meeting is a
meeting of the Shareholders of one or more series of Shares, but not a meeting
of all Shareholders of the Trust, then only the Shareholders of such one or more
series shall be entitled to notice of and to vote at the meeting.
Section 3. Quorum and Required Vote. Thirty percent (30%) of the Shares
entitled to vote shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of this
Declaration of Trust permits or requires that holders of any series shall vote
as a series, then thirty percent (30%) of the Shares of that series entitled to
vote shall be necessary to constitute a quorum for the transaction of business
by that series. Any lesser number shall be sufficient for adjournments. Any
adjourned session or sessions may be held, within a reasonable time after the
date set for the original meeting, without the necessity of further notice.
Except when a larger vote is required by any provision of this Declaration of
Trust, by law or the Bylaws, a majority of the Shares voted shall decide any
questions and a plurality shall elect a Trustee, provided that where any
provision of law or of this Declaration of Trust permits or requires that the
holders of any series shall vote as a series, then a majority of the Shares of
that series voted on the matter (or a plurality with respect to the election of
a Trustee) shall decide that matter insofar as that series is concerned.
Section 4. Action by Written Consent. Any action taken by Shareholders
may be taken without a meeting if a majority of Shareholders entitled to vote on
the matter (or such larger proportion thereof as shall be required by any
express provision of this Declaration of Trust or the Bylaws) consent to the
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action in writing and such written consents are filed with the records of the
meetings of Shareholders. Such consent shall be treated for all purposes as a
vote taken at a meeting of Shareholders.
Section 5. Additional Provisions. The Bylaws may include further
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VI
Distributions, Redemptions and Repurchases
Section 1. Distributions. The Trustees may each year, or more
frequently if they so determine, distribute to the Shareholders of each series
such income and capital gains, accrued or realized, as the Trustees may
determine, after providing for actual and accrued expenses and liabilities
(including such reserves as the Trustees may establish) determined in accordance
with good accounting practices. The Trustees shall have full discretion to
determine which items shall be treated as income and which items as capital and
their determination shall be binding upon the Shareholders. Distributions of
each year's income of each series shall be distributed pro rata to Shareholders
in proportion to the number of Shares of each series held by each of them. At
any time and from time to time in their discretion, the Trustees may distribute
to the Shareholders of any one or more series all or any part of the principal
of such series. Such distributions shall be made in cash, property or Shares or
a combination thereof as determined by the Trustees. Any such distribution paid
in Shares will be paid at the net asset value thereof as determined in
accordance with the Bylaws.
Section 2. Redemptions and Repurchases. The Trust shall redeem such
Shares as are offered by any Shareholder for redemption, upon the presentation
of any certificate for the Shares to be redeemed, a proper instrument of
transfer and a request directed to the Trust or a person designated by the Trust
that the Trust redeem such Shares, or in accordance with such other procedures
for redemption as the Trustees may from time to time authorize; and the Trust
will pay therefor the net asset value thereof, as next determined in accordance
with the Bylaws. Payment for said Shares shall be made by the Trust to the
Shareholder within seven days after the date on which the request is made. The
obligation to redeem set forth in this Section 2 is subject to the provision
that in the event that any time the New York Stock Exchange is closed for other
than customary weekends or holidays, or, if permitted by rules of the
Commission, during periods when trading on the Exchange is restricted or during
any emergency which makes it impractical for the Trust to dispose of its
investments or to determine fairly the value of its net assets, or during any
other period permitted by order of the Commission for the protection of
investors, such obligation may be suspended or postponed by the Trustees. The
Trust may also purchase or repurchase Shares at a price not exceeding the net
asset value of such Shares in effect when the purchase or repurchase or any
contract to purchase or repurchase is made.
Section 3. Redemptions at the Option of the Trust. The Trust shall
have the right at its option and at any time to redeem Shares of any Shareholder
at the net asset value thereof as determined in accordance with the Bylaws: (a)
if at such time such Shareholder owns fewer Shares than, or Shares having an
aggregate net asset value of less than, an amount determined from time to time
by the Trustees; or (b) to the extent that such Shareholder owns Shares of a
particular series of Shares equal to or in excess of a
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percentage of the Shares of that series determined from time to time by the
Trustees; or (c) to the extent that such Shareholder owns Shares of the Trust
representing a percentage equal to or in excess of such percentage of the
aggregate number of outstanding Shares of the Trust or the aggregate net asset
value of the Trust determined from time to time by the Trustees.
Section 4. Dividends, Distributions, Redemptions and Repurchases. No
dividend or distribution (including, without limitation, any distribution paid
upon termination of the Trust or of any series) with respect to, nor any
redemption or repurchase of, the Shares of any series shall be effected by the
Trust other than from the assets of such series.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Section 1. Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust; they may fix the amount of their
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, legal, accounting, investment banking or other
services and payment for the same by the Trust.
Section 2. Limitation of Liability. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, manager or principal underwriter of the Trust, nor shall any
Trustee be responsible for the act or omission of any other Trustee, but nothing
herein contained shall protect any Trustee against any liability to which he or
she would otherwise be subject by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever executed or done by or on behalf of the
Trust or any series of Shares or the Trustees or any of them in connection with
the Trust shall be conclusively deemed to have been executed or done only in or
with respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
ARTICLE VIII
Indemnification
Section 1. Trustees, Officers, etc. The Trust shall indemnify each
of its Trustees and officers (including persons who serve at the Trust's request
as directors, officers or trustees of another organization in which the Trust
has any interest as a shareholder, creditor or otherwise) (hereinafter referred
to as a "Covered Person") against all liabilities and expenses, including but
not limited to amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees reasonably incurred by any Covered Person
in connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered
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Person may be or may have been threatened, while in office or thereafter, by
reason of being or having been such a Covered Person except with respect to any
matter as to which such Covered Person shall have been finally adjudicated in a
decision on the merits in any such action, suit or other proceeding (a) not to
have acted in good faith in the reasonable belief that such Covered Person's
action was in the best interests of the Trust or (b) to be liable to the Trust
or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such Covered
Person's office.
Expenses, including counsel fees so incurred by any such Covered
Person (but excluding amounts paid in satisfaction of judgments, in compromise
or as fines or penalties), shall be paid from time to time by the Trust in
advance of the final disposition of any such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such Covered Person to repay
amounts so paid to the Trust if it is ultimately determined that indemnification
of such expenses is not authorized under this Article, provided, however, that
either (a) such Covered Person shall have provided appropriate security for such
undertaking, (b) the Trust shall be insured against losses arising from any such
advance payments or (c) either a majority of the Trustees who are disinterested
persons and are not Interested Persons (provided that a majority of such
Trustees then in office act on the matter), or independent legal counsel in a
written opinion, shall have determined, based upon a review of readily available
facts (as opposed to a full trial type inquiry) that there is reason to believe
that such Covered Person will be found entitled to indemnification under this
Article.
Section 2. Compromise Payment. As to any matter disposed of (whether
by a compromise payment, pursuant to a consent decree or otherwise) without an
adjudication by a court, or by any other body before which the proceeding was
brought, that such Covered Person either (a) did not act in good faith in the
reasonable belief that his or her action was in the best interests of the Trust
or (b) is liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, indemnification shall be provided
if (i) approved as in the best interests of the Trust, after notice that it
involves such indemnification, by at least a majority of the disinterested
Trustees acting on the matter (provided that a majority of the disinterested
Trustees then in office act on the matter) upon a determination, based upon a
review of readily available facts (as opposed to a full trial type inquiry) that
such Covered Person acted in good faith in the reasonable belief that his or her
action was in the best interests of the Trust and is not liable to the Trust or
its Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his or her
office, or (ii) there has been obtained an opinion in writing of independent
legal counsel, based upon a review of readily available facts (as opposed to a
full trial type inquiry) to the effect that such Covered Person appears to have
acted in good faith in the reasonable belief that his or her action was in the
best interests of the Trust and that such indemnification would not protect such
Person against any liability to the Trust to which he or she would otherwise be
subject by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office. Any
approval pursuant to this Section shall not prevent the recovery from any
Covered Person of any amount paid to such Covered Person in accordance with this
Section as indemnification if such Covered Person is subsequently adjudicated by
a court of competent
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jurisdiction not to have acted in good faith in the reasonable belief that such
Covered Person's action was in the best interests of the Trust or to have been
liable to the Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.
Section 3. Indemnification Not Exclusive. The right of
indemnification hereby provided shall not be exclusive of or affect any other
rights to which such Covered Person may be entitled. As used in this Article
VIII, the term "Covered Person" shall include such person's heirs, executors and
administrators and a "disinterested Trustee" is a Trustee who is not an
Interested Person of the Trust, (or who has been exempted from being an
Interested Person by any rule, regulation or order of the Commission) and
against whom none of such actions, suits or other proceedings or another action,
suit or other proceeding on the same or similar grounds is then or has been
pending. Nothing contained in this Article shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees or
officers, and other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person.
Section 4. Shareholders. In case any Shareholder or former
Shareholder shall be held to be personally liable solely by reason of his or her
being or having been a Shareholder and not because of his or her agreements,
acts or omissions or for some other reason, the Shareholder or former
Shareholder (or his or her heirs, executors, administrators or other legal
representatives or in the case of a corporation or other entity, its corporate
or other general successor) shall be entitled to be held harmless from and
indemnified against all loss and expense arising from such liability, but only
out of the assets of the particular series of Shares of which he or she is or
was a Shareholder.
ARTICLE IX
Miscellaneous
Section 1. Trustees, Shareholders, etc. Not Personally Liable;
Notice. All persons extending credit to, contracting with or having any claim
against the Trust or a particular series of Shares shall look only to the assets
of the Trust or the assets of that particular series of Shares for payment under
such credit, contract or claim; and neither the Shareholders nor the Trustees,
nor any of the Trust's officers, employees or agents, whether past, present or
future, shall be personally liable therefor. Nothing in this Declaration of
Trust shall protect any Trustee against any liability to which such Trustee
would otherwise be subject by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee.
Every note, bond, contract, instrument, certificate or undertaking
made or issued by the Trustees or by any officer or officers shall give notice
that this Declaration of Trust is on file with the Secretary of The Commonwealth
of Massachusetts and shall recite that the same was executed or made by or on
behalf of the Trust or by them as Trustee or Trustees or as officer or officers
and not individually and that the obligations of such instrument are not binding
upon any of them or the Shareholders individually but are binding only upon the
assets and property of the Trust, and may contain such further
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recital as he or she or they may deem appropriate, but the omission thereof
shall not operate to bind any Trustee or Trustees or officer or officers or
Shareholder or Shareholders individually.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A Trustee shall be liable for his or
her own wilful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of the office of Trustee, and for nothing
else, and shall not be liable for errors of judgment or mistakes of fact or law.
The Trustees may take advice of counselor other experts with respect to the
meaning and operation of this Declaration of Trust, and shall be under no
liability for any act or omission in accordance with such advice or for failing
to follow such advice. The Trustees shall not be required to give any bond as
such, nor any surety if a bond is required.
Section 3. Liability of Third Persons Dealing with Trustees No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
Section 4. Duration and Termination of Trust. Unless terminated as
provided herein, the Trust shall continue without limitation of time. The Trust
may be terminated at any time by vote of Shareholders holding at least a
majority of the Shares of each series entitled to vote or by the Trustees by
written notice to the Shareholders. Any series of Shares may be terminated at
any time by vote of Shareholders holding at least a majority of the Shares of
such series entitled to vote or by the Trustees by written notice to the
Shareholders of such series.
Upon termination of the Trust or of any one or more series of Shares,
after paying or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated of the Trust or of the
particular series as may be determined by the Trustees, the Trust shall in
accordance with such procedures as the Trustees consider appropriate reduce the
remaining assets to distributable form in cash or shares or other securities, or
any combination thereof, and distribute the proceeds to the Shareholders of the
series involved, ratably according to the number of Shares of such series held
by the several Shareholders of such series on the date of termination.
Section 5. Filing of Copies, References, Headings. The original or a
copy of this Declaration of Trust and of each amendment hereto shall be kept at
the office of the Trust where it may be inspected by any Shareholder. A copy of
this Declaration of Trust and of each amendment hereto shall be filed by the
Trust with the Secretary of The Commonwealth of Massachusetts and with the
Springfield City Clerk, as well as any other governmental office where such
filing may from time to time be required. Anyone dealing with the Trust may rely
on a certificate by an officer of the Trust as to whether or not any such
amendments have been made and as to any matters in connection with the Trust
hereunder, and, with the same effect as if it were the original, may rely on a
copy certified by an officer of the Trust to be a copy of this Declaration of
Trust or of any such amendments. In this Declaration of Trust and in any such
amendment, references to this Declaration of Trust, and all expressions like
"herein", "hereof" and "hereunder" shall be deemed to refer
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to this Declaration of Trust as amended or affected by any such amendments.
Headings are placed herein for convenience of reference only and shall not be
taken as a part hereof or control or affect the meaning, construction or effect
of this Declaration of Trust. This Declaration of Trust may be executed in any
number of counterparts each of which shall be deemed an original.
Section 6. Applicable Law. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is to be governed by
and construed and administered according to the laws of said Commonwealth. The
Trust shall be of the type commonly called a Massachusetts business trust, and
without limiting the provisions hereof, the Trust may exercise all powers which
are ordinarily exercised by such a trust.
Section 7. Amendments. This Declaration of Trust may be amended at
any time by an instrument in writing signed by a majority of the then Trustees
when authorized to do so by vote of Shareholders holding a majority of the
Shares of each series entitled to vote, except that an amendment which shall
affect the holders of one or more series of Shares but not the holders of all
outstanding series shall be authorized by vote of the Shareholders holding a
majority of the Shares entitled to vote of each series affected and no vote of
Shareholders of a series not affected shall be required. Amendments having the
purpose of changing the name of the Trust or of supplying any omission, curing
any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision contained herein shall not require authorization by
Shareholder vote.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals in the City of Springfield, Massachusetts for themselves and their
assigns, as of the 14th day of May, 1993.
/s/ Gary E. Wendlardt
----------------------------------
Trustee
/s/ Richard G. Dooley
----------------------------------
Trustee
/s/ Mary E. Boland
----------------------------------
Trustee
/s/ Charles J. McCarthy
----------------------------------
Trustee
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THE COMMONWEALTH OF MASSACHUSETTS
Springfield, May 14, 1993
Hampden, ss.
Then personally appeared each of the above named Trustees, and acknowledged
the foregoing instrument to be their free act and deed, before me,
/s/ Nancy M. Wood
----------------------------
Notary/Public
My commission expires: 12/16/94
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EXHIBIT 99.2
MML SERIES INVESTMENT FUND
BY-LAWS
As Amended and Restated August 6, 1993
<PAGE>
Table of Contents
Page
ARTICLE I: Declaration of Trust and Principal Office
Section 1.1 Agreement and Declaration of Trust................. 1
Section 1.2 Principal Office of the Trust...................... 1
ARTICLE II: Meetings of Trustees
Section 2.1 Annual and Regular Meetings........................ 1
Section 2.2 Special Meetings................................... 1
Section 2.3 Notice............................................. 1
Section 2.4 Quorum............................................. 1
ARTICLE III: Officers
Section 3.1 Enumeration, Qualification......................... 2
Section 3.2 Election........................................... 2
Section 3.3 Tenure............................................. 2
Section 3.4 Powers............................................. 2
Section 3.5 President.......................................... 2
Section 3.6 Treasurer, Comptroller............................. 2
Section 3.7 Secretary.......................................... 3
Section 3.8 Resignations and Removals.......................... 3
ARTICLE IV: Committees
Section 4.1 Quorum, Voting..................................... 3
ARTICLE V: Reports
Section 5.1 General............................................ 3
ARTICLE VI: Fiscal Year
Section 6.1 General.............................................. 3
ARTICLE VII: Seal
Section 7.1 General.............................................. 4
ARTICLE VIII: Execution of Papers
Section 8.1 General.............................................. 4
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Page
ARTICLE IX: Issuance of Shares and Share
Certificates
Section 9.1 Sale of Shares....................................... 4
Section 9.2 Share Certificates................................... 4
Section 9.3 Loss of Certificates................................. 5
Section 9.4 Discontinuance of Issuance of Certificates........... 5
ARTICLE X: Conduct of the Trust's Business
Section 10.1 Determination of Net Asset Value Per Share.......... 5
ARTICLE XI: Shareholders
Section 11.1 Shareholders' Meetings.............................. 6
Section 11.2 Record Dates........................................ 6
ARTICLE XII: Amendments to the Bylaws
Section 12.1 General............................................. 6
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ARTICLE I: Declaration of Trust and Principal Office
1.1. Agreement and Declaration of Trust. These Bylaws shall be
subject to the Agreement and Declaration of Trust, as from time to time in
effect (the "Declaration of Trust"), of MML Series Investment Fund, the
Massachusetts voluntary association established by the Declaration of Trust (the
"Trust").
1.2. Principal Office of the Trust. The principal office of the Trust
shall be located in Springfield, Massachusetts.
ARTICLE II: Meetings of Trustees
2.1. Annual and Regular Meetings. Regular meetings of the Trustees
may be held without call or notice at such places and at such times as the
Trustees may from time to time determine, provided that notice of the first
regular meeting following any such determination shall be given to absent
Trustees. A meeting of the Trustees may be held without call or notice
immediately after and at the same place as any meeting of the shareholders.
2.2. Special Meetings. Special meetings of the Trustees may be held
at any time and at any place designated in the call of the meeting when called
by the President or the Treasurer or by two or more Trustees, sufficient notice
thereof being given to each Trustee by the Secretary or an Associate Secretary
or by the officer or the Trustees calling the meeting.
2.3. Notice. It shall be sufficient notice to a Trustee of a special
meeting to send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to the Trustee at his or
her usual or last known business or residence address or to give notice to him
or her in person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting need not be given to any Trustee if a written waiver of
notice, executed by him or her before or after the meeting, is filed with the
records of the meeting, or to any Trustee who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him or
her. Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.
2.4. Quorum. At any meeting of the Trustees a majority of the
Trustees then in office shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice.
ARTICLE III: Officers
3.1. Enumeration, Qualification. The officers of the Trust shall be a
President, a Treasurer, a Comptroller, a Secretary, and such other officers, if
any, as the Trustees from time to time may in their discretion elect. The Trust
may also have such agents as the Trustees from time to time may in their
discretion appoint. Any officer may, but need not, be a Trustee. Any two or
more offices may be held by the same person. A Trustee or officer may, but need
not, be a shareholder.
3.2. Election. The President, the Treasurer, the Comptroller and the
Secretary shall be elected annually by the Trustees. Other officers, if any,
may be elected or appointed by the Trustees at said meeting or at any other
time. Vacancies in any office may be filled at any time.
<PAGE>
3.3. Tenure. The President, the Treasurer, the Comptroller and the
Secretary shall hold office for one year and until their respective successors
are chosen and qualified, or in each case until he or she sooner dies, resigns,
is removed or becomes disqualified. Each other officer shall hold office and
each agent shall retain authority at the pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of these Bylaws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to the office occupied by him or her as if the Trust were organized as a
Massachusetts business corporation and such other duties and powers as the
Trustees may from time to time designate.
3.5. President. Unless the Trustees otherwise provide, the President
shall preside at all meetings of the shareholders and of the Trustees. The
President shall be the chief executive officer.
3.6. Treasurer, Comptroller. The Treasurer shall, subject to the
provisions of the Declaration of Trust and to any arrangement made by the
Trustees with a custodian, investment adviser or manager, or transfer,
shareholder servicing or similar agent, be in charge of the cash, assets,
securities, property and valuable papers of the Trust and shall have such other
duties and powers as may be designated from-time to time by the Trustees or by
the President.
The Comptroller shall be in charge of its books of account and
accounting records. The Comptroller shall be responsible for preparation of
financial statements of the Trust and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the President.
3.7. Secretary. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the shareholders or Trustees, an assistant
or associate secretary, or if there be none or if he or she is absent, a
temporary secretary chosen at such meeting, shall record the proceedings thereof
in the aforesaid books.
3.8. Resignations and Removals. Any Trustee or officer may resign at
any time by written instrument signed by him or her and delivered to the
President or the Secretary or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by them with or without
cause. Except to the extent expressly provided in a written agreement with the
Trust, no Trustee or officer resigning and no Trustee or officer removed shall
have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal.
ARTICLE IV: Committees
4.1. Quorum, Voting. A majority of the members of any Committee of
the Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a majority of
the members present (a quorum being present) or evidenced by one or more
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<PAGE>
writings signed by such a majority. Members of a Committee may participate in a
meeting of such Committee by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.
ARTICLE V: Reports
5.1. General. The Trustees and officers shall render reports at the
time and in the manner required by the Declaration of Trust or any applicable
law. Officers and Committees shall render such additional reports as they may
deem desirable or as may from time to time be required by the Trustees.
ARTICLE VI: Fiscal Year
6.1. General. Except as from time to time otherwise provided by the
Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Treasurer, and subsequent fiscal
years shall end on such date in subsequent years.
ARTICLE VII: Seal
7.1. General. The seal of the Trust shall consist of a flat-faced die
with the word "Massachusetts", together with the name of the Trust and the year
of its organization cut or engraved thereon but, unless otherwise required by
the Trustees, the seal shall not be necessary to be placed on, and its absence
shall not impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
ARTICLE VIII: Execution of Papers
8.1. General. Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President, one of the Vice Presidents, the Secretary or the Treasurer and
need not bear the seal of the Trust.
ARTICLE IX: Issuance of Shares and Share Certificates
9.1. Sale of Shares. Except as otherwise determined by the Trustees,
the Trust will issue and sell for cash or securities from time to time, full and
fractional shares of its shares of beneficial interest, such shares to be issued
and sold at a price of not less than net asset value per share as from time to
time determined in accordance with the Declaration of Trust and these Bylaws
and, in the case of fractional shares, at a proportionate reduction in such
price. In the case of shares sold for securities, such securities shall be
valued in accordance with the provisions for determining value of assets of the
Trust as stated in the Declaration of Trust and these Bylaws. The officers of
the Trust are severally authorized to take all such actions as may be necessary
or desirable to carry out this Section 9.1.
9.2. Share Certificates. In lieu of issuing certificates for shares,
the Trustees or the transfer agent may either issue receipts therefor or may
keep accounts upon the books of the Trust for the record holders of such shares,
who
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shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a
certificate stating the number of shares owned by him, in such form as shall be
prescribed from time to time by the Trustees. Such certificates shall be signed
by the President or any Vice-President and by the Treasurer or any Assistant
Treasurer. Such signatures may be by facsimile if the certificate is signed by
a transfer agent, or by a registrar, other than a Trustee, officer or employee
of the Trust. In case any officer who has signed or whose facsimile signature
has been placed on such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the same effect as if
he were such officer at the time of its issue.
9.3. Loss of Certificates. In the case of the alleged loss,
destruction or mutilation of a share certificate a duplicate, certificate may be
issued in place thereof, upon such terms as the Trustees may prescribe.
9.4. Discontinuance of Issuance of Certificates. The Trustees may at
any time discontinue the issuance of share certificates and may, by written
notice to each shareholder, require the surrender of share certificates to the
Trust for cancellation. Such surrender and cancellation shall not affect the
ownership of shares in the Trust.
ARTICLE X: Conduct of the Trust's Business
10.1. Determination of Net Asset Value Per Share. Net asset value per
share of each series of shares of the Trust shall mean: (i) the value of all the
assets of such series; (ii) less total liabilities of such series; (iii) divided
by the number of shares of such series outstanding, in each case at the time of
each determination. The net asset value per share of each series shall be
determined as of the normal close of trading on the New York Stock Exchange on
each day on which such Exchange is open or at such other times and on such other
days as the Trustees may determine. As of any time other than the normal close
of trading on such Exchange, the Trustees may cause the net asset value per
share last determined to be determined again in a similar manner or adjusted to
reflect changes in market values of securities in the portfolio, such adjustment
to be made on the basis of changes in selected security prices determined by the
Trustees to be relevant to the portfolio of such series or in averages or in
other standard and readily ascertainable market data, and the Trustees may fix
the time when such redetermined or adjusted net asset value per share of each
series shall become effective.
In valuing the portfolio investments of any series for determination
of net asset value per share of such series, securities for which market
quotations are readily available shall be valued at prices which, in the opinion
of the Trustees or the person designated by the Trustees to make the
determination, most nearly represent the market value of such securities, and
other securities and assets shall be valued at their fair value as determined by
or pursuant to the direction of the Trustees, which in the case of short-term
debt obligations, commercial paper and repurchase agreements may, but need not,
be on the basis of quoted yields for securities of comparable
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maturity, quality and type, or on the basis of amortized cost. Expenses and
liabilities of the Trust shall be accrued each day. Liabilities may include such
reserves for taxes, estimated accrued expenses and contingencies as the Trustees
or their designates may in their sole discretion deem fair and reasonable under
the circumstances. No accruals shall be made in respect of taxes on unrealized
appreciation of securities owned unless the Trustees shall otherwise determine.
Dividends payable by the Trust shall be deducted as at the time of but
immediately prior to the determination of net asset value per share on the
record date therefor.
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ARTICLE XI: Shareholders
11.1. Shareholders' Meeting. The Trustees, and in some cases the
shareholders, may call meetings of the shareholders as provided in the
Declaration of Trust.
11.2. Record Dates. For the purpose of determining the shareholders
who are entitled to vote or act at any meeting or an adjournment thereof, or who
are entitled to receive payment of any dividend or of any other distribution,
the Trustees may from time to time fix a time, which shall be not more than 60
days before the date of any meeting of shareholders or the date for the payment
of any dividend or of any other distribution, as the record date for determining
the shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only shareholders of record on such record date shall have such
right notwithstanding any transfer of shares on the books of the Trust after the
record date; or without fixing such record date the Trustees may for any of such
purposes close the register or transfer books for all or any part of such
period.
ARTICLE XII: Amendments to the Bylaws
12.1. General. These Bylaws may be amended or repealed, in whole or
in part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.
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<PAGE>
Exhibit 99.11
POWER OF ATTORNEY
-----------------
KNOW ALL BY THESE PRESENTS, That the undersigned Trustee of MML Series
Investment Fund, does hereby constitute and appoint THOMAS J. FINNEGAN, JR.,
STEPHEN L. KUHN and PETER MACDOUGALL, and each of them individually, with full
power of substitution, as his true and lawful attorneys and agents to take any
and all action and execute any and all instruments on his behalf as Trustee of
MML Series Investment Fund which said attorneys and agents may deem necessary or
advisable to enable MML Series Investment Fund to comply with the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and any
rules, regulations, orders or other requirements of the United States Securities
and Exchange Commission thereunder, in connection with
(i) the registration of MML Series Investment Fund under the Investment
Company Act of 1940, as amended; and
(ii) the registration of shares of beneficial interest of MML Series
Investment Fund under the Securities Act of 1933, as amended, to be
offered by MML Series Investment Fund,
including specifically, but without limitation of the foregoing, power and
authority to sign the name of the undersigned in his behalf as Trustee to the
Registration Statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and to any instruments or documents filed or to be filed as a
part of or in connection with such Registration Statement, including any and all
amendments thereto; and the undersigned hereby ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has set his hand this 25th day of
April, 1985.
/s/ Charles J. McCarthy
-----------------------------------
Charles J. McCarthy
Trustee
Witness:
/s/ Stephen L. Kuhn
- -------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL BY THESE PRESENTS, That the undersigned Trustee of MML Series
Investment Fund, does hereby constitute and appoint THOMAS J. FINNEGAN, JR.,
STEPHEN L. KUHN and PETER MACDOUGALL, and each of them individually, with full
power of substitution, as his true and lawful attorneys and agents to take any
and all action and execute any and all instruments on his behalf as Trustee of
MML Series Investment Fund which said attorneys and agents may deem necessary or
advisable to enable MML Series Investment Fund to comply with the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and any
rules, regulations, orders or other requirements of the United States Securities
and Exchange Commission thereunder, in connection with
(i) the registration of MML Series Investment Fund under the Investment
Company Act of 1940, as amended; and
(ii) the registration of shares of beneficial interest of MML Series
Investment Fund under the Securities Act of 1933, as amended, to be
offered by MML Series Investment Fund,
including specifically, but without limitation of the foregoing, power and
authority to sign the name of the undersigned in his behalf as Trustee to the
Registration Statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and to any instruments or documents filed or to be filed as a
part of or in connection with such Registration Statement, including any and all
amendments thereto; and the undersigned hereby ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has set his hand this 25th day of
April, 1985.
/s/ John H. Southworth
-----------------------------------
John H. Southworth
Trustee
Witness:
/s/ Stephen L. Kuhn
- -------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL BY THESE PRESENTS, That the undersigned Trustee of MML Series
Investment Fund, does hereby constitute and appoint THOMAS J. FINNEGAN, JR.,
STEPHEN L. KUHN and PETER MACDOUGALL, and each of them individually, with full
power of substitution, as his true and lawful attorneys and agents to take any
and all action and execute any and all instruments on his behalf as Trustee of
MML Series Investment Fund which said attorneys and agents may deem necessary or
advisable to enable MML Series Investment Fund to comply with the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and any
rules, regulations, orders or other requirements of the United States Securities
and Exchange Commission thereunder, in connection with
(i) the registration of MML Series Investment Fund under the Investment
Company Act of 1940, as amended; and
(ii) the registration of shares of beneficial interest of MML Series
Investment Fund under the Securities Act of 1933, as amended, to be
offered by MML Series Investment Fund,
including specifically, but without limitation of the foregoing, power and
authority to sign the name of the undersigned in his behalf as Trustee to the
Registration Statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and to any instruments or documents filed or to be filed as a
part of or in connection with such Registration Statement, including any and all
amendments thereto; and the undersigned hereby ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has set his hand this 25th day of
April, 1985.
/s/ Mary E. Boland
-----------------------------------
Mary E. Boland
Trustee
Witness:
/s/ Stephen L. Kuhn
- -------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The Undersigned Trustee of MML Series Investment Fund (the "Fund") does
hereby constitute and appoint Stephen L. Kuhn, Richard M. Howe and Peter
MacDougall, and each of them individually, as his true and lawful attorneys and
agents.
Such attorneys and agents shall have full power of substitution and to
take any and all action and execute any and all instruments on the Undersigned's
behalf as Trustee of the Fund that said attorneys and agents may deem necessary
or advisable to enable the Fund to comply with the Securities Act of 1933, as
amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the
"1940 Act"), and any rules, regulations, orders or other requirements of the
Securities and Exchange Commission (the "Commission") thereunder. This power of
attorney applies to the registration, under the 1933 Act and the 1940 Act, of
shares of beneficial interest of the Fund to be offered by the Fund. It
specifically authorizes such attorneys and agents to sign the Undersigned's name
on his behalf as President and/or Trustee to the Registration Statements and to
any instruments or documents filed or to be filed with the Commission under the
1933 Act and the 1940 Act in connection with such Registration Statements,
including any and all amendments to such statements, documents, or instruments.
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has set his hand this 20th day of March,
1994.
/s/ Ronald J. Abdow
----------------------------------
Ronald J. Abdow
Trustee
Witness:
/s/ Stephen L. Kuhn
- ----------------------------
