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SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
MML Series Investment Fund
---------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
5) Total fee paid:
_________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________________
3) Filing Party:
_________________________________________________________________________
4) Date Filed:
_________________________________________________________________________
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MML SERIES INVESTMENT FUND
1295 State Street
Springfield, Massachusetts 01111
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS OF THE MML EQUITY INDEX FUND
To be Held [ ], 2000
To the Shareholders of the MML Equity Index Fund:
A Special Meeting of Shareholders of the MML Equity Index Fund (the
"Fund"), a series of MML Series Investment Fund (the "Trust"), will be held at
the office of the Trust, 1295 State Street, Springfield, Massachusetts, at 9:30
a.m., Springfield time, [__________], 2000 for the following purposes:
1. To approve a new Investment Sub-Advisory Agreement between
Massachusetts Mutual Life Insurance Company ("MassMutual") and
Deutsche Asset Management on behalf of the Fund, replacing the
Investment Sub-Advisory Agreement with Mellon Equity Associates;
2. To approve an Amendment to the Agreement and Declaration of Trust of
the Trust to permit the Fund to issue additional classes of shares;
3. To approve a proposal allowing MassMutual to enter into new or amended
investment sub-advisory agreements in the future on behalf of the Fund
without Shareholder approval;
4. To transact such other business as may properly come before the
meeting, or any adjournments thereof.
To be entitled to vote at the Special Meeting, a shareholder must have owned
shares of the Fund as of the close of business on [____________], 2000 (the
"Record Date"). MassMutual, MML Bay State Life Insurance Company ("MML
Baystate"), and C.M. Life Insurance Company ("C.M. Life") own of record all of
the outstanding shares of the Fund. However, the owners of variable life
insurance policies and variable annuity contracts that depend upon the
investment performance of certain separate accounts investing in the Fund will
have the right to instruct MassMutual, MML Bay State, and C.M. Life on how to
vote on the proposals listed above.
Shareholders who do not expect to attend the meeting are asked to indicate
voting instructions on the enclosed proxy and to date, sign and return it in the
accompanying postage-paid envelope. To avoid unnecessary duplicate mailings, we
ask your cooperation in promptly mailing your proxy no matter how large or small
your holdings may be. The Board of Trustees of the Trust recommends a vote in
favor of each Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY.
By Order of the Board of Trustees,
/s/ Thomas M. Kinzler
THOMAS M. KINZLER
Vice President and Secretary
Springfield, Massachusetts
February __, 2000
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MML SERIES INVESTMENT FUNDS
MML EQUITY INDEX FUND
1295 State Street
Springfield, Massachusetts 01111
PROXY STATEMENT
General Information
The enclosed proxy is solicited by and on behalf of the Board of Trustees
of MML Series Investment Fund (the "Trust") in connection with a Special Meeting
of Shareholders of the MML Equity Index Fund (the "Fund"), a series of the
Trust, to be held at 1295 State Street, Springfield, Massachusetts, at 9:30
a.m., [___________], 2000 (the "Special Meeting") for the purposes described
below. The cost of preparing and mailing this Proxy Statement, the Notice of
Special Meeting, the Proxy Instruction Forms and any additional material which
may hereafter be furnished in connection with the solicitation of proxies will
be paid by Massachusetts Mutual Life Insurance Company ("MassMutual") pursuant
to the terms of its Investment Management Agreement with the Trust on behalf of
the Fund.
This Proxy Statement and the enclosed Proxy Instruction Form were first
sent to shareholders on or about February __, 2000. A shareholder giving the
proxy has the power to revoke it at any time before it is exercised. A proxy
may be revoked only by the Trust's receipt of a signed and dated written notice
of revocation, by filing a duly executed Proxy Instruction Form bearing a later
date, or by attending the Special Meeting, requesting the return of the proxy,
and voting in person.
The Special Meeting will be held for the following purposes:
(1) To approve a new Investment Sub-Advisory Agreement between MassMutual
and Deutsche Asset Management on behalf of the Fund, replacing the
Investment Sub-Advisory Agreement with Mellon Equity Associates;
(2) To approve an amendment to the Agreement and Declaration of Trust of
the Trust as it relates to the Fund to permit the Fund to issue
additional classes of shares;
(3) To approve a proposal allowing MassMutual to enter into new or amended
investment sub-advisory agreements in the future on behalf of the Fund
without shareholder approval;
(4) To transact such other business as may properly come before the
meeting or any adjournments thereof.
To be entitled to notice of and to vote at the Special Meeting, a
shareholder must have owned shares of the Fund as of the close of business on
[____________], 2000 (the "Record Date"). Shareholders entitled to vote shall
have one vote for each share of the Fund owned and a
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proportionate fractional vote for each fractional share owned. Proxy Instruction
Forms are enclosed for this purpose. On the Record Date, there were [______]
votes eligible to be cast at this meeting.
MassMutual, MML Bay State Life Insurance Company ("MML Baystate"), and C.M.
Life Insurance Company ("C.M. Life") own of record all of the outstanding shares
of the Fund. However, the owners of variable life insurance policies
(hereinafter referred to as "Variable Life Shareholders") and variable annuity
contracts (hereinafter referred to as "Variable Annuity Shareholders") that
depend upon the investment performance of the following separate accounts will
have the right to instruct the MassMutual, MML Bay State, and C.M. Life as to
how shares of the Fund deemed attributable to their contracts on February __,
2000 shall be voted:
Massachusetts Mutual Variable Annuity Separate Account 4;
Massachusetts Mutual Variable Life Separate Accounts I and II;
MML Bay State Variable Life Separate Account I;
MML Bay State Variable Annuity Separate Account 1;
C.M. Life Variable Life Separate Account I; and
C.M. Multi-Account A.
Quorum and Vote Required
With respect to all Proposals the Trust's Agreement and Declaration of
Trust (the "Declaration of Trust") provides that 30% of the shares of the Fund
entitled to vote, present in person or represented by proxy, constitutes a
quorum for the transaction of business at the Special Meeting.
Under the Investment Company Act of 1940, as amended (the "1940 Act"),
approval of Proposals 1 and 3 requires the affirmative vote of at least 67% of
the shares of the Fund entitled to vote and present at the Special Meeting
(provided that more than 50% of the outstanding shares of the Fund entitled to
vote are present or represented by proxy at the Special Meeting) or more than
50% of the outstanding shares of the Fund entitled to vote, whichever is less.
Approval of Proposal 2 requires the affirmative vote of more than 50% of the
outstanding shares of the Fund entitled to vote. With respect to all Proposals,
withholding a vote or an abstention from voting has the effect of a negative
vote.
MassMutual, MML Bay State, and C.M. Life will vote shares on a Proposal for
which they have not received instructions from Variable Life Shareholders or
Variable Annuity Shareholders in proportion to those votes for which
instructions were received by MassMutual, MML Bay State, and C.M. Life. If a
shareholder executes and returns a proxy but fails to indicate how the votes
should be cast, the proxy will be voted in favor of each Proposal.
A copy of the Trust's Annual Report for the fiscal year ended December 31,
1999 is available without charge upon request and may be obtained by calling 1-
800-234-5606 or by writing the Trust at the address above.
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The Trust was established by MassMututal for the purpose of providing a
vehicle for the investment of various separate accounts of MassMututal and its
life insurance subsidiaries, including MML Bay State and C.M. Life. Shares of
the Fund are offered solely to separate accounts established by MassMututal and
its life insurance company subsidiaries.
PROPOSAL 1
APPROVAL OF THE NEW INVESTMENT SUB-ADVISORY AGREEMENT
The Board of Trustees of the Trust is proposing that shareholders of the
Fund approve a new Investment Sub-Advisory Agreement ("New Agreement") between
MassMutual and Deutsche Asset Management ( "Deutsche Asset Management" or the
"Sub-Adviser" ) on behalf of the Fund.
MassMutual provides portfolio management services for the Fund. MassMutual
currently retains Mellon Equity Associates ("Mellon Equity") as sub-adviser to
manage the assets of the Fund. Upon approval of the Proposal, Deutsche Asset
Management will replace Mellon Equity as sub-adviser and assume day-to-day
portfolio management responsibility for the Fund.
Investment Objective of the Fund
As sub-adviser, Deutsche Asset Management will be responsible for providing
a continuous investment program for the Fund in accordance with the Fund's
investment objective, which is to seek to match, as closely as possible (before
the deduction of expenses), the performance of the S&P 500 Index(R), which
emphasizes stocks of large U.S. companies.
Unlike a Fund which is "actively managed", which involves the investment
adviser buying and selling securities based on research and analysis, an index
fund, such as the Fund, tries to match, as closely as possible, the performance
of a target index by holding all the securities in the index. Indexing is
appealing for the following reasons: indexing provides simplicity because it is
a straightforward market-matching strategy; index funds generally provide
diversification by investing in a wide variety of companies and industries; an
index fund's performance is predictable in that the fund's value is expected to
move in the same direction, up or down, as the target index; index funds tend to
have lower costs because they do not have many of the expenses of actively
managed funds such as research; index funds usually have relatively low trading
activity and therefore brokerage commissions tend to be lower; and index funds
generally realize low capital gains.
To attempt to match the risk and return characteristics of the S&P 500
Index(R) as closely as possible, the Fund invests in securities of the companies
in the S&P 500 Index(R) in proportion to their index weightings. MassMutual
seeks a correlation between the performance of the Fund,
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before expenses, and the Index of 98% or better. A figure of 100% would indicate
perfect correlation.
Please note that the Fund is not sponsored, endorsed, sold or promoted by
Standard & Poor's Corporation ("S&P"). S&P makes no representation or warranty,
express or implied, to shareholders of the Fund regarding the advisability of
investing in securities generally or in the Fund particularly or the ability of
the S&P 500 Index(R) to track general stock market performance. S&P's only
relationship to the Fund is the licensing of certain trademarks and trade names
of S&P and of the S&P 500 Index(R), which is determined, composed and calculated
without regard to the Fund. S&P does not guarantee the accuracy and/or
completeness of the S&P 500 Index(R) or any data included therein.
General Information Concerning the New Agreement
The terms and provisions of the New Agreement that will be entered into
between MassMutual and the Sub-Adviser are generally similar to the terms and
provisions of the Investment Sub-Advisory Agreement now in effect with Mellon
Equity (the "Existing Agreement"), except that fees payable by MassMutual to the
Sub-Adviser are lower and there are certain differences with respect to the
termination provisions and indemnification and brokerage matters. The following
discussion of the New Agreement is qualified in its entirety by reference to the
form of the New Agreement attached to this Proxy Statement as Appendix 1. The
form of the New Agreement was approved by the Board of Trustees, including a
majority of those Trustees who are not parties to such agreement or "interested
persons" (as defined in the 1940 Act) of any such party (the "Independent
Trustees"), at a meeting held on February 14, 2000.
The New Agreement generally provides that, subject to the direction and
control by the Trustees and MassMutual, the Sub-Adviser shall regularly provide
investment advice and recommendations to the Fund with respect to the Fund's
investments, investment policies and the purchase, sale or other disposition of
other investments, supervise and monitor continuously the investment program of
the Fund and the composition of its portfolio and arrange for the purchase of
securities and other investments for the Fund and the sale of securities and
other investments held in the portfolio of the Fund. The Sub-Adviser provides
such services in accordance with the Fund's investment objective, investment
policies and investment restrictions as stated in the Trust's registration
statement filed with the Securities and Exchange Commission ("SEC"), as
supplemented and amended from time to time.
The New Agreement provides that it will continue in effect for a period of
two years from its effective date and thereafter on an annual basis, provided
such continuance is approved at least annually (a) by the vote of a majority of
the Board of Trustees, including the vote of a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, or (b) by the vote of a "majority" of the outstanding voting
securities of the Fund, within the meaning of the 1940 Act. The New Agreement
provides that it may not be materially amended without a majority vote of the
outstanding voting securities of the Fund, except to the extent permitted by the
terms of any exemptive relief that may be granted by the SEC, and also provides
that it terminates automatically in the event of its assignment (as defined
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by the 1940 Act).
The Existing Agreement may be terminated at any time, without penalty, (a)
by MassMutual upon 60 days' written notice to Mellon Equity, (b) by the Trust by
vote of a majority of the Board of Trustees, or by vote of a majority of the
outstanding voting securities of the Fund, upon 60 days' written notice to
Mellon Equity, or (c) by Mellon Equity upon 90 days' written notice to the Fund
and MassMutual.
The New Agreement may be terminated by MassMutual or the Trustees (i)
immediately upon notice if the Sub-Adviser's registration under the Investment
Adviser's Act of 1940 is suspended, terminated, lapsed or not renewed, (ii)
immediately upon notice if the Sub-Adviser is bankrupt or insolvent, seeks an
arrangement with creditors, is dissolved or terminated or ceases to exist, (iii)
immediately upon notice if MassMutual determines in good faith, for any reason,
that such termination is appropriate for the protection of the Fund, including
without limitation a good faith determination by MassMutual or the Trustees that
the Sub-Adviser has breached an obligation or duty under the New Agreement, or
(iv) in their sole discretion, without penalty, upon 90 days' prior written
notice to the Sub-Adviser. The New Agreement may also be terminated at any
time, without penalty, by vote of the holders of a "majority" of the outstanding
voting securities of the Fund (within the meaning of the 1940 Act) or by the
Sub-Adviser, upon 90 days' prior written notice to MassMutual and the Fund.
The fee rates payable by MassMutual to Deutsche Asset Management under the
New Agreement will be lower than those payable to Mellon Equity under the
Existing Agreement. Under the Existing Agreement, Mellon Equity's fee is 0.09%
of the first $100,000,000 of the average daily net asset value of the Fund, .07%
of the next $150,000,000 and .05% on net assets thereafter. Mellon Equity
received $37,805 in sub-advisory fees from the fund for the year ended December
31, 1999. Under the New Agreement, Deutsche Asset Management's fee will be .01%
on the first $1,000,000,000 of all MassMutual-advised assets for which Deutsche
Asset Management serves as sub-adviser and .0075% on such MassMutual-advised
assets in excess of $1,000,000,000. Under this fee arrangement, sub-adviser
would have received $4,200 in fees for the year ended December 31, 1999, which
would have been an 88% reduction in fees payable by MassMutual to the sub-
adviser. In addition to the foregoing differences in fees, the Existing
Agreement provides that the fees for the custody services for the Fund, provided
by Boston Safe Deposit and Trust Company, are deducted from Mellon Equity's sub-
advisory fee. The New Agreement contains no such provision; custody fees will
be borne directly by the Fund.
The New Agreement provides that Sub-Adviser shall not be liable for any
loss sustained by reason of good faith errors or omissions in connection with
any matters to which the New Agreement relates, although the New Agreement also
provides that nothing therein shall be deemed to protect the Sub-Adviser from
acts or omissions in breach of such Agreement or from willful misfeasance, bad
faith or gross negligence in the performance of its duties, or reckless
disregard to its obligations and duties under the New Agreement. The Existing
Agreement provides that Mellon Equity shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund or MassMutual,
although the Existing Agreement also provides that nothing therein shall be
deemed to protect or purport to protect Mellon Equity against any
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liability to MassMutual, the Fund or the Fund's shareholders to which Mellon
Equity would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of Mellon Equity's duties thereunder, or by
reason of Mellon Equity's reckless disregard of its obligations and duties under
the Existing Agreement.
The New Agreement also provides that the Sub-Adviser shall indemnify and
hold harmless MassMutual and the Fund (and any of their controlling persons,
shareholders, partners, directors, officers and/or employees), against any loss,
claim, damage, liability or expense (a "Loss") to which such persons may become
subject, insofar as such Loss arises out of or is based on claims or certain
other proceedings relating to the New Agreement or the sub-advisory services
provided to the Fund by the Sub-Adviser, provided that the Loss is related to,
is based upon or arises out of an act or omission of the Sub-Adviser or its
officers, directors, employees, affiliates or controlling persons that
constitutes willful misfeasance, bad faith, gross negligence, fraud, willful
misconduct, a breach of the New Agreement, or a violation of applicable federal
or state securities laws, rules and regulations. In addition, the New Agreement
provides that MassMutual shall indemnify and hold harmless the Sub-Adviser (and
any of its controlling persons, shareholders, partners, directors, officers
and/or employees), against any Loss to which such persons may become subject,
insofar as such Loss arises out of or is based on claims or certain other
proceedings relating to the New Agreement, the sub-advisory services provided to
the Fund by the Sub-Adviser, the operation of the Fund, or the content of
certain disclosure documents, provided that the Loss is not related to or based
upon, or does not arise out of, an act or omission of the Sub-Adviser or its
officers, directors, employees, affiliates or controlling persons that
constitutes willful misfeasance, bad faith, gross negligence, fraud, willful
misconduct, a breach of the New Agreement, or a violation of applicable federal
or state securities laws, rules and regulations. The Existing Agreement
contains no indemnification provisions, either in favor of the Fund or in favor
of the sub-adviser.
Under the terms of the Existing Agreement, Mellon Equity is permitted to
select broker-dealers to effect the Fund's portfolio transactions and is to seek
to obtain the best execution of orders. In making this determination, however,
Mellon Equity is not permitted to consider the provision of brokerage research
services (as such term is defined in Section 28(e) of the Securities Exchange
Act of 1934) in allocating brokerage transactions for the Fund. In comparison,
the New Agreement permits the Sub-Adviser to select broker-dealers, but it
instead allows the Sub-Adviser to take the provision of brokerage research
services into account in allocating brokerage transactions.
Information About the New Sub-Adviser
The table below provides certain information concerning each person who
serves on the board of directors and as a principal executive officer of
Deutsche Asset Management.
Name/Address Principal Occupation
- ------------ --------------------
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Deutsche Asset Management is an investment management firm organized as a
[corporation]. [ ] owns all of the outstanding voting securities of Deutsche
Asset Management. Deutsche Asset Management is located at [______________].
Deutsche Asset Management has assets under management in excess of
[____________] and manages directly or sub-advises in excess of $[_____________]
in funds or portfolios with an investment objective similar to the Fund's to
replicate the S&P 500 Index(R).
One of the funds for which Deutsche Asset Management serves as a
sub-adviser is the Spartan Market Index Fund. The Spartan Market Index Fund has
similar investment objectives and policies to those of the Fund. Information on
the approximate size of the Spartan Market Index Fund as of [December 31, 1999]
and the annual rate at which sub-adviser fees are paid (as a percentage of the
daily average net asset value of the fund) is set forth below.
Fund Size Fee
- ---- ---- ---
Spartan Market Index Fund $[ ] [ ]%
On March 11, 1999, Bankers Trust Company ("BT"), an indirect subsidiary of
Deutsche Bank AG, announced that it had reached an agreement with the United
States Attorney's Office in the Southern District of New York to resolve an
investigation concerning inappropriate transfers of unclaimed funds and related
recordkeeping problems that occurred between 1994 and early 1996. Pursuant to
its agreement with the U.S. Attorney's Office, BT pleaded guilty to misstating
entries in the bank's books and records and agreed to pay a $60 million fine to
federal authorities. Separately, BT agreed to pay a $3.5 million fine to the
State of New York. The events leading up to the guilty plea did not arise out
of the investment advisory or mutual fund management activities of BT or its
affiliates.
As a result of the plea, under the provisions of the 1940 Act, absent an
order from the SEC, Deutsche Asset Management would not be able to provide sub-
advisory services to the Fund. The SEC has granted a temporary order to permit
BT and its affiliates (including Deutsche Asset Management) to continue to
provide investment advisory services to registered investment companies and this
temporary order would allow Deutsche Asset Management to provide the services to
the Fund contemplated by the New Agreement. However, there can be no assurance
that the SEC will grant a permanent order and the failure by BT to receive such
a permanent order could result in Deutsche Asset Management not being able to
provide sub-advisory services to the Fund.
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Trustee Review
The Trustees have determined that the New Agreement is in the best interest
of the shareholders of the Fund and recommend its approval by such shareholders.
The Trustees reviewed the future prospects of the Fund in light of
MassMutual's desire to consolidate all index fund assets managed by MassMutual
with one indexing sub-adviser in order to create the opportunity for lower fees
by aggregating all assets. During the course of their review and deliberation
of the proposal, the Trustees evaluated the potential benefits and detriments to
the Fund and its shareholders. The Trustees, including the Independent
Trustees, reviewed all material provided by Deutsche Asset Management, and
requested and received all information which they deemed relevant to form a
judgment as to whether the New Agreement is in the best interest of the Fund and
its shareholders.
A primary consideration of the Independent Trustees was that they expect no
diminution in the scope and quality of sub-advisory and other services to be
provided by Deutsche Asset Management under the New Agreement from those
provided by Mellon Equity under the Existing Agreement. The Independent
Trustees considered the fact that the New Agreement would have terms and
conditions substantially identical to those of the sub-advisory contracts with
respect to other funds in the Trust which are sub-advised by unaffiliated
investment sub-advisers.
The Board of Trustees recommends a vote for approval of the new Investment Sub-
Advisory Agreement.
PROPOSAL 2
TO APPROVE AN AMENDMENT TO THE DECLARATION OF TRUST
TO PERMIT THE FUND TO ISSUE ADDITIONAL CLASSES OF SHARES
The Declaration of Trust currently does not provide for the issuance of
more than one class of shares for each series (or fund) of the Trust. The Board
of Trustees recommends that it be authorized to amend the Declaration of Trust
to permit the Trustees, without further shareholder action, to issue one or more
additional classes of shares of the Fund, having such preferences and special or
relative rights and privileges as the Trustees may determine.
The purpose of this amendment would be to permit the Trust to take
advantage of alternative methods of selling shares of the Fund or of providing
different levels of services to different shareholders in the Fund. Presently,
there is only one class of share of the Fund, and there is no differentiation in
levels of fees charged. Although the Fund's shares are only available in
connection with the purchase of variable life insurance policies and/or variable
annuity contracts through separate accounts of MassMutual, MML Bay State and
C.M. Life, the
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Fund is currently considering offering to separate accounts alternative
arrangements for buying shares that would bear different distribution or
servicing fees.
Any additional classes of shares of the Fund would participate on a
proportionate basis with all other classes of shares in all other respects,
including investment income, realized and unrealized gains and losses on
portfolio investments, and other operating expenses. All classes of shares will
generally vote together as a single class, except when a particular matter
affects a class materially differently from other classes, in which case a class
will vote separately as to that matter.
The offering of new classes of shares is not expected to have any adverse
affect on the Fund's current shareholders. Costs attributable to any new classes
of shares will be borne solely by shareholders of any such class, and not
current shareholders, unless they elect to purchase shares of a newly created
class.
The Trustees believe that offering different classes of shares of the Fund
may lead to increased sales, resulting in greater investment flexibility and, to
the extent of any increase in the size of the Fund, possible reductions in
operating expense ratios for all classes due to economies of scale, thus
benefiting both existing, and future shareholders.
The proposed amendment would permit the creation of additional classes of
shares for other purposes of well. However, the Trustees have no present
intention of creating additional classes of shares for purposes other than as
described above.
The Board of Trustees recommends a vote for approval of the Amendment.
PROPOSAL 3
TO APPROVE A PROPOSAL ALLOWING MASSMUTUAL TO ENTER
INTO NEW OR AMENDED INVESTMENT SUB-ADVISORY AGREEMENTS
WITHOUT SHAREHOLDER APPROVAL
The Board of Trustees is proposing that shareholders grant approval to
permit MassMutual to enter into new or amended investment sub-advisory
agreements with a sub-adviser with respect to the Fund without obtaining
shareholder approval of such investment sub-advisory agreements, and to permit
such sub-adviser to manage the assets of the Fund pursuant to such agreements.
This Proposal is being submitted to the shareholders for approval as required by
the terms of an exemptive application which the Trust and MassMutual expect to
file with the SEC (the "SEC Exemption Request") and will not become effective
with respect to the Fund unless and until (a) the SEC has granted the relief
requested in the SEC Exemption Request and (b) this Proposal has been approved
by the shareholders of the Fund.
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The 1940 Act generally provides that an investment adviser or sub-adviser
to a mutual fund may act as such only pursuant to a written agreement which has
been approved by a vote of a majority of the outstanding voting securities of
the fund as well as by a vote of a majority of the trustees of the fund who are
not parties to such agreement or Interested Persons of any party to such
agreement. The Trust and MassMutual, however, have filed with the SEC the SEC
Exemption Request. If the SEC Exemption Request is granted, MassMutual would be
permitted, under specified conditions, to enter into new and amended investment
sub-advisory agreements for the management of the Fund, including agreements
with new sub-advisers and agreements with existing sub-advisers if there is a
material change in the terms of the investment sub-advisory agreement or if
there is an "assignment," as defined in the 1940 Act, or other event causing
termination of the existing investment sub-advisory agreement, without obtaining
the approval of the Fund's shareholders of such new or amended investment sub-
advisory agreements. Such agreements must nevertheless be approved by the
Independent Trustees, in accordance with the requirements of the 1940 Act.
While the conditions will be established in the course of the exemption process,
prior exemptive orders suggest that one of the conditions of the SEC Exemption
Request would be that within 90 days after entering into a new or amended
agreement without shareholder approval, the Fund would have to provide to
shareholders an information statement setting forth substantially the
information that would be required to be contained in a proxy statement for a
meeting of shareholders to vote on the approval of the agreement. Furthermore,
shareholder approval would still be required to amend the Investment Management
Agreement between the Fund and MassMutual (including any amendment to raise the
management fee rate payable under the Investment Management Agreement) or to
enter into a new Investment Management Agreement with MassMutual or any other
adviser.
The Trust is requesting shareholder approval of this Proposal for several
reasons. The Investment Management Agreement permits the Fund to utilize an
adviser/sub-adviser management structure whereby MassMutual, acting as the
Fund's investment adviser, delegates day-to-day portfolio management
responsibilities to a sub-adviser. Under such a structure, the Fund's sub-
adviser acts in a capacity similar to a portfolio manager who is employed by
such mutual fund's investment adviser and who manages the portfolio under the
oversight and supervision of the investment adviser. If MassMutual were to
change sub-advisers for the Fund, MassMutual would continue in its role as
adviser and would continue to exercise oversight and supervision of the Fund's
investment affairs as conducted by the new sub-adviser. The Trust believes that
these situations are analogous to a situation where an investment adviser of a
mutual fund replaces an employee who manages the fund's investment portfolio
with a different manager, which does not require shareholder approval under the
1940 Act.
In addition, the shareholder approval requirement under the 1940 Act may
cause the Fund's shareholders to incur unnecessary expenses, such as the
expenses involved in holding, and soliciting proxies for, a shareholder meeting,
and could hinder the prompt implementation of sub-advisory changes that are in
the best interest of the shareholders, such as prompt engagement or replacement
of a sub-adviser if circumstances so warrant. The Trustees believe that without
the ability to promptly retain a new sub-adviser and/or replace an existing sub-
adviser, or to reapprove existing investment sub-advisory agreements, as the
case may be, investors' expectations may be frustrated. For instance, the Fund
and its shareholders could be
10
<PAGE>
disadvantaged under the following circumstances: (i) where MassMutual determines
to terminate the Fund's sub-adviser due to unsatisfactory performance or another
appropriate reason, (ii) where the Fund's sub-adviser resigns, ceases operations
or is otherwise incapable of providing investment sub-advisory services on
behalf of the Fund, or (iii) where there has been an assignment of an investment
sub-advisory agreement with a current sub- adviser (for instance, due to a
change in control of the sub-adviser) or some other event causing the
termination of the investment sub-advisory agreement. In many cases, these
events are beyond the control of the Trust and the Fund. In such circumstances,
MassMutual may deem it in the best interests of the Fund to retain a new
sub-adviser or to reinstate a terminated investment sub-advisory agreement with
a current sub-adviser promptly. For these reasons, the Trustees believe that
approval of the Proposal would benefit shareholders.
By approving the Proposal, shareholders will forego any benefits associated
with shareholder review of proposed investment sub-advisory agreements, such as
the ability to consider a sub-adviser's performance record.
In deciding to recommend the Proposal, the Trustees considered, among other
matters, that the Proposal would be beneficial to the Fund by reducing or
eliminating the costs of shareholder meetings and the possible negative impact
caused by a delay in replacing or hiring a new sub-adviser, or reapproving
existing investment sub-advisory arrangements. They also considered that the
Fund would forego any benefits associated with shareholder scrutiny of proposed
portfolio management agreements. To this end, the Trustees considered that,
even in the absence of shareholder scrutiny and approval, any proposal to add or
replace a sub-adviser, or to materially amend an investment sub-advisory
agreement with an existing sub-adviser, would receive careful review. First,
MassMutual would assess the Fund's needs and, if it believed that the Fund would
benefit from a new or replacement sub-adviser, MassMutual would review the
relevant universe of available investment managers. Second any recommendations
made by MassMutual would have to be approved by a majority of the Board of
Trustees, including a majority of the Independent Trustees. Finally, in the
absence of shareholder approval, any retention of a new or replacement sub-
adviser or any amendment of an existing investment sub-advisory agreement would
have to comply with conditions contained in the SEC Exemption Request, assuming
it is granted.
There is no assurance that the SEC will grant the SEC Exemption Request,
and the Trust reserves the right to withdraw the SEC Exemption Request if the
Trustees believe such action is in the best interest of the Fund and its
shareholders. The SEC may also impose other requirements on MassMutual as a
condition to granting the SEC Exemption Request.
The Board of Trustees recommends shareholder approval of the proposed grant
of authority to permit the adviser to enter into new or amended investment sub-
advisory agreements with sub-advisers without obtaining shareholder approval of
such agreements, and to permit such sub-advisers to manage the assets of the
Fund pursuant to such investment sub-advisory agreements.
11
<PAGE>
The Board of Trustees of the Trust recommends a vote for approval of the
proposed grant of authority to MassMutual.
SHAREHOLDER PROPOSALS AT FUTURE MEETINGS
The Trust is not required, and does not intend, to hold annual meetings of
shareholders. Shareholders wishing to submit a proposal to be considered for
presentation at the next meeting of shareholders should send their written
proposal to MML Series Investment Fund, 1295 State Street, Springfield,
Massachusetts 01111, Attention: Secretary, so that they are received within a
reasonable time before any such meeting.
OTHER MATTERS AND DISCRETION OF SHAREHOLDERS
At the date of this Proxy Statement the only business which management
intends to present or knows that others will present is the business set forth
in the Notice of Meeting. If other matters lawfully come before the meeting,
and on all procedural matters at said meeting, it is the intention that the
shares represented by duly executed proxies, shall be voted in accordance with
the best judgment of MassMutual, MML Bay State or C.M. Life, as the case may be.
By Order of the Board of Directors
/s/ Thomas M. Kinzler
Thomas M. Kinzler
Vice President and Secretary
Springfield, Massachusetts
February __, 2000
12
<PAGE>
Appendix 1
Form of
INVESTMENT SUB-ADVISORY AGREEMENT
This Investment Sub-Advisory Agreement (this "Sub-Advisory Agreement"), is by
and between Deutsche Asset Management (the "Sub-Adviser") and Massachusetts
Mutual Life Insurance Company, a mutual life insurance company organized under
the laws of the Commonwealth of Massachusetts ("MassMutual"), for the MML Equity
Index Fund (the "Fund"), a series of MML Series Investment Fund (the "Trust"), a
Massachusetts business trust which is an open-end diversified management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of 1940, as
amended (the "Act"), effective as of the 1st day of May, 2000.
WHEREAS, the Trust has appointed MassMutual as the investment adviser for the
Fund pursuant to the terms of an Investment Advisory Agreement (the "Advisory
Agreement");
WHEREAS, the Advisory Agreement provides that MassMutual may, at its option,
subject to approval by the Trustees of the Trust and, to the extent necessary,
the shareholders of the Fund, appoint a sub-adviser to assume certain
responsibilities and obligations of MassMutual under the Advisory Agreement;
WHEREAS, MassMutual and the Sub-Adviser are investments advisers registered with
the Commission as such under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"); and
WHEREAS, MassMutual desires to appoint the Sub-Adviser as its sub-adviser for
the Fund and the Sub-Adviser is willing to act in such capacity upon the terms
herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, MassMutual, the Fund and the Sub-Adviser, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. General Provision.
-----------------
(a) MassMutual hereby employs the Sub-Adviser and the Sub-Adviser
hereby undertakes to act as the investment sub-adviser of the Fund to provide
investment advice and to perform for the Fund such other duties and functions as
are hereinafter set forth. The Sub-Adviser shall, in all matters, give to the
Fund and the Trust's Board of Trustees, directly or through MassMutual, the
benefit of the Sub-Adviser's best judgment, effort, advice and recommendations
and shall, at all times conform to, and use its best efforts to ensure the Fund
conforms to:
(i) the provisions of the Act and any rules or regulations
thereunder;
(ii) any other applicable provisions of state or federal law;
(iii) the provisions of the Agreement and Declaration of Trust and
Bylaws of the Trust, as amended from time to time (collectively referred to
as the "Trust Documents");
(iv) policies and determinations of the Board of Trustees of the
Trust and MassMutual;
13
<PAGE>
(v) the fundamental and non-fundamental policies and investment
restrictions of the Fund as reflected in the Trust's registration statement
under the Act or as such policies may, from time to time, be amended by the
Fund's shareholders; and
(vi) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time (collectively referred to as the
"Disclosure Documents").
(b) The appropriate officers and employees of the Sub-Adviser shall be
available upon reasonable notice for consultation with any of the Trustees and
officers of the Trust and MassMutual with respect to any matter dealing with the
business and affairs of the Fund, such as the valuation of portfolio securities
of the Fund, including but not limited to securities that are either not
registered for public sale or securities not traded on any securities market.
2. Duties of the Sub-Adviser.
-------------------------
(a) The Sub-Adviser shall, subject to the direction and control by the
Trust's Board of Trustees or MassMutual, to the extent MassMutual's direction is
not inconsistent with that of the Board of Trustees, (i) regularly provide
investment advice and recommendations to the Fund, directly or through
MassMutual, with respect to the Fund's investments, investment policies and the
purchase, sale or other disposition of securities and other investments; (ii)
supervise and monitor continuously the investment program of the Fund and the
composition of its portfolio and determine what securities or other investments
shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions
of Section 6 hereof, for the purchase of securities and other investments for
the Fund and the sale of securities and other investments held in the portfolio
of the Fund; (iv) provide reports on the foregoing to the Board of Trustees at
each Board meeting; and (v) undertake to do anything incidental to the foregoing
to facilitate the performance of the Sub-Adviser's obligations hereunder,
including voting or exercising any consent rights with respect to such
securities or investments.
(b) The Sub-Adviser shall provide to MassMutual such reports for the Fund,
and in such time frames, as MassMutual shall reasonably request or as required
by applicable law or regulation.
(c) Provided that none of MassMutual, the Fund or the Trust shall be
required to pay any compensation other than as provided by the terms of this
Sub-Advisory Agreement and subject to the provisions of Section 5 hereof, the
Sub-Adviser may obtain investment information, research or assistance from any
other person, firm or corporation to supplement, update or otherwise improve its
investment management services.
(d) Provided that nothing herein shall be deemed to protect the Sub-
Adviser from acts or omissions in breach of this Sub-Advisory Agreement or from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or reckless disregard to its obligations and duties under this Sub-
Advisory Agreement, the Sub-Adviser shall not be liable for any loss sustained
by reason of good faith errors or omissions in connection with any matters to
which this Sub-Advisory Agreement relates.
(e) The Sub-Adviser shall make all material disclosures to MassMutual and
the Fund regarding itself and its partners, officers, directors, shareholders,
employees, affiliates or any person who controls any of the foregoing,
including, but not limited to, information regarding any change in control
14
<PAGE>
in the Sub-Adviser or any change in its key personnel, information regarding any
material adverse change in the condition (financial or otherwise) of the Sub-
Adviser or any person who controls the Sub-Adviser, information regarding the
investment performance and general investment methods of the Sub-Adviser, its
principals and affiliates, information that MassMutual reasonably deems material
to the Fund or necessary to enable MassMutual to monitor the performance of the
Sub-Adviser and information that is required, in the reasonable judgment of
MassMutual, to be disclosed in any filings required by any governmental agency
or by any applicable law, regulation, rule or order.
(f) The Sub-Adviser shall provide MassMutual with any information in the
Sub-Adviser's possession necessary for supervising the activities of its
personnel, including professional, administrative and clerical personnel,
including the compilation and maintenance of such records with respect to the
Fund's operations as may reasonably be required.
(g) The Sub-Adviser shall provide MassMutual, upon reasonable prior
written request by MassMutual to the Sub-Adviser, with access to inspect at the
Sub-Adviser's office the books and records of the Sub-Adviser relating to the
Fund and the Sub-Adviser's performance hereunder and such other books and
records of the Sub-Adviser as are necessary to confirm that the Sub-Adviser has
complied with its obligations and duties under this Sub-Advisory Agreement.
3. Other Activities.
----------------
(a) Nothing in this Sub-Advisory Agreement shall prevent MassMutual or the
Sub-Adviser or any officer thereof from acting as investment adviser or sub-
adviser for any other person, firm, corporation or other entity and shall not
in any way limit or restrict MassMutual or the Sub-Adviser or any of their
respective directors, officers, members, stockholders, partners or employees
from buying, selling, or trading any securities for its own account or for the
account of others for whom it or they may be acting, provided that such
activities are in compliance with U.S. federal and state securities laws,
regulations and rules and will not adversely affect or otherwise impair the
performance by any party of its duties and obligations under this Sub-Advisory
Agreement.
(b) The Sub-Adviser agrees that it will not knowingly or deliberately
favor any other account managed or controlled by it or any of its principals or
affiliates over the Fund. The Sub-Adviser, upon reasonable request and receipt
of adequate assurances of confidentiality, shall provide MassMutual with an
explanation of the differences, if any, in performance between the Fund and any
other account with investment objectives and policies similar to the Fund for
which the Sub-Adviser, or any one of its principals or affiliates, acts as
investment adviser. To the extent that a particular investment is suitable for
both the Fund and the Sub-Adviser's other clients, such investment will be
allocated among the Fund and such other clients in a manner that is fair and
equitable in the circumstances.
4. Compensation of the Sub-Adviser.
-------------------------------
MassMutual agrees to pay the Sub-Adviser and the Sub-Adviser agrees to accept as
full compensation for the performance of all functions and duties on its part to
be performed pursuant to the provisions hereof, a fee paid quarterly, in
arrears, at the following rate: an annual rate of .01% on the first $1 billion
of Aggregate Assets; and .075% on Aggregate Assets in excess of $1 billion. For
the purposes of this Sub-Advisory Agreement, "Aggregate Assets" shall mean the
aggregate of (i) the average daily net assets of the Fund determined at the
close of the New York Stock Exchange on each day that the Exchange is open for
trading, and (ii) the average daily net assets of all other funds or accounts of
MassMutual or its affiliates, including other funds registered under the Act,
for which the Sub-Adviser
15
<PAGE>
provides investment advisory services determined at the close of the Exchange on
each day that the Exchange is open for trading. MassMutual shall pay the
Sub-Advisor such fee on the first business day immediately following the end of
each calendar quarter. Aggregate Assets for which the Sub-Adviser provides
investment advisory services shall mean only equity securities and securities
convertible into equity securities, but shall not include cash or cash
equivalents.
5. Portfolio Transactions and Brokerage.
------------------------------------
(a) The Sub-Adviser is authorized, in arranging the purchase and sale of
the Fund's publicly-traded portfolio securities, to employ or deal with such
members of securities exchanges, brokers or dealers (hereinafter "broker-
dealers"), as may, in its best judgment, implement the policy of the Fund to
obtain, at reasonable expense, the best execution (prompt and reliable execution
at the most favorable security price obtainable) of the Fund's portfolio
transactions.
(b) The Sub-Adviser may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker to effect
such transactions, and may enter into a contract in which the broker acts either
as principal or as agent.
(c) The Sub-Adviser shall select broker-dealers to effect the Fund's
portfolio transactions on the basis of its estimate of their ability to obtain
best execution of particular and related portfolio transactions. The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by the Sub-Adviser on the basis of all relevant
factors and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and
willingness of the broker-dealer to facilitate the Fund's portfolio transactions
by participating therein for its own account; the importance to the Fund of
speed, efficiency or confidentiality; the broker-dealer's apparent familiarity
with sources from or to whom particular securities might be purchased or sold;
other matters involved in the receipt of brokerage and research services in
accordance with Section 28(e) of the Securities Exchange Act of 1934, as
amended; as well as any other matters relevant to the selection of a broker-
dealer for particular and related transactions of the Fund; and such other
considerations as the Board of Trustees of the Trust or MassMutual determine and
provide to the Sub-Adviser from time to time.
6. Representations And Warranties of The Sub-Adviser.
-------------------------------------------------
The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory
licenses, registrations and approvals required by law as may be necessary to
perform its obligations under this Sub-Advisory Agreement and to act as
contemplated by the Trust Documents and the Disclosure Documents, including
without limitation registration as an investment adviser under the Advisers Act,
and will maintain and renew any required licenses, registrations, approvals and
memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or
contemplated action, suit or proceeding before or by any court, governmental,
administrative or self-regulatory body or arbitration panel to which the Sub-
Adviser or any of its principals or affiliates is a party, or to which any of
the assets of the Sub-Adviser is subject, which reasonably might be expected to
(i) result in any material adverse change in the Sub-Adviser's condition
(financial or otherwise), business or prospects,
16
<PAGE>
(ii) affect adversely in any material respect any of the Sub-Adviser's assets,
(iii) materially impair the Sub-Adviser's ability to discharge its obligations
under this Sub-Advisory Agreement, or (iv) result in a matter which would
require an amendment to the Sub-Adviser's Form ADV, Part II; and the Sub-Adviser
has not received any notice of an investigation by the Securities and Exchange
Commission or any state regarding U.S. federal or state securities laws,
regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser
and its affiliates and the controlling persons, affiliates, stockholders,
directors, officers and employees of any of the foregoing are accurate in all
material respects and do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make such information not
misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has
supplied to, or made available for review by, MassMutual (and if requested by
MassMutual to its designated auditor) all documents, statements, agreements and
workpapers reasonably requested by it relating to accounts covered by the Sub-
Adviser's performance results and which are in the Sub-Adviser's possession or
to which it has access.
The foregoing representations and warranties shall be continuing during the term
of this Sub-Advisory Agreement.
7. Covenants of the Sub-Adviser.
----------------------------
(a) If at any time during the term of this Sub-Advisory Agreement, the
Sub-Adviser discovers any fact or omission, or any event or change of
circumstances occurs, which would make the Sub-Adviser's representations and
warranties in Section 6 inaccurate or incomplete in any material respect, or
which might render the Disclosure Documents untrue or misleading in any material
respect, the Sub-Adviser will provide prompt written notification to the Fund
and MassMutual of any such fact, omission, event or change of circumstances, and
the facts related thereto.
(b) The Sub-Adviser agrees that, during the term of this Sub-Advisory
Agreement, and for so long as investment in the Fund is being offered for sale,
it will provide the Fund and the Sub-Adviser with updated information relating
to the Sub-Adviser's performance results as reasonably required from time to
time by the Fund and MassMutual. The Sub-Adviser shall use its best efforts to
provide such information within a reasonable period of time after the end of the
month to which such updated information relates and the information is available
to it.
8. Confidentiality.
---------------
All information and advice furnished by one party to the other party (including
their respective agents, employees and representatives) hereunder shall be
treated as confidential and shall not be disclosed to third parties, except as
may be necessary to comply with applicable laws, rules and regulations,
subpoenas or court orders.
9. Duration.
--------
Unless terminated earlier pursuant to Section 10 hereof, this Sub-Advisory
Agreement shall remain in effect for a period of two years from the date hereof.
Thereafter it shall continue in effect from year to year, unless terminated
pursuant to Section 10 hereof, so long as such continuance shall be approved at
least annually by the Trust's Board of Trustees, including the vote of the
majority of the Trustees of the
17
<PAGE>
Trust who are not parties to this Sub-Advisory Agreement or "interested persons"
(as defined in the Act) of any such party cast in person at a meeting called for
the purpose of voting on such approval, or by the holders of a "majority" (as
defined in the Act) of the outstanding voting securities of the Fund.
10. Termination.
-----------
(a) This Sub-Advisory Agreement shall terminate automatically upon its
unauthorized assignment (within the meaning of the Act), the termination of the
Advisory Agreement or the dissolution of the Fund.
(b) The Sub-Advisory Agreement may be terminated by MassMutual or the Board
of Trustees of the Trust: (i) by written notice to the Sub-Adviser with
immediate effect, if the Sub-Adviser's registration under the Adviser's Act is
suspended, terminated, lapsed or not renewed; (ii) by written notice to the Sub-
Adviser with immediate effect, if the Sub-Adviser is bankrupt or insolvent,
seeks an arrangement with creditors, is dissolved or terminated or ceases to
exist; (iii) by written notice to the Sub-Adviser with immediate effect, if
MassMutual determines in good faith, for any reason, that such termination is
appropriate for the protection of the Fund, including without limitation a good
faith determination by MassMutual or the Board of Trustees of the Trust that the
Sub-Adviser has breached an obligation or duty under this Sub-Advisory
Agreement; or (iv) in their sole discretion, without penalty, upon ninety days
prior written notice to Sub-Adviser. This Sub-Advisory Agreement also may be
terminated at any time, without penalty, by the vote of the holders of a
"majority" of the outstanding voting securities of the Fund (as defined in the
Act).
(c) The Sub-Advisory Agreement may be terminated by the Sub-Adviser,
without penalty at any time, upon ninety days' prior written notice, to
MassMutual and the Trust.
11. Indemnification.
---------------
(a) In any action in which MassMutual or the Fund or any of its or their
controlling persons, or any shareholders, partners, directors, officers and/or
employees of any of the foregoing, are parties, the Sub-Adviser agrees to
indemnify and hold harmless the foregoing persons against any loss, claim,
damage, charge, liability or expense (including, without limitation, reasonable
attorneys' and accountants' fees) to which such persons may become subject,
insofar as such loss, claim, damage, charge, liability or expense arises out of
or is based upon any demands, claims, liabilities, expenses, lawsuits, actions
or proceedings relating to this Sub-Advisory Agreement or to the advisory
services for the account of the Fund provided by the Sub-Adviser, provided that
the loss, claim, damage, liability, cost or expense related to, was based upon,
or arose out of an act or omission of the Sub-Adviser or its officers,
directors, employees, affiliates or controlling persons constituting willful
misfeasance, bad faith, gross negligence, fraud, willful misconduct, a breach of
this Sub- Advisory Agreement, or a violation of applicable federal or state
securities laws, rules and regulations.
(b) In any action in which the Sub-Adviser or any of its controlling
persons, or any shareholders, partners, directors, officers and/or employees of
any of the foregoing, are parties, MassMutual agrees to indemnify and hold
harmless the foregoing persons against any loss, claim, settlement, damage,
charge, liability or expense (including, without limitation, reasonable
attorneys' and accountants' fees) to which such persons may become subject,
insofar as such loss, claim, settlement, damage, charge, liability or expense
arises out of or is based upon any demands, claims, liabilities, expenses,
lawsuits, actions or proceedings relating to this Sub-Advisory Agreement, the
advisory services for the account of the Fund provided by the Sub-Adviser, the
operation of the Fund or the
18
<PAGE>
contents of the Disclosure Documents, provided that the loss, claim, damage,
liability, cost or expense did not relate to, or was not based upon, or did not
arise out of an act or omission of the Sub-Adviser, its shareholders, or any of
its partners, officers, directors, employees, agents or controlling persons
constituting willful misfeasance, bad faith, gross negligence, fraud, willful
misconduct, a breach of this Sub-Advisory Agreement, or a violation of
applicable federal or state securities laws, rules and regulations.
(c) Promptly after receipt by an indemnified party under this Section 11 of
notice of any claim or dispute or commencement of any action or litigation, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section 11, notify the indemnifying party of the
commencement thereof; but the omission to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 11 except to the extent, if any, that such
failure or delay prejudiced the other party in defending against the claim. In
case any such claim, dispute, action or litigation is brought or asserted
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, to assume the defense thereof, with
counsel specially approved in writing by such indemnified party, such approval
not to be unreasonably withheld, following notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof; in
which event, the indemnifying party will not be liable to such indemnified party
under this Section 11 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof, but shall
continue to be liable to the indemnified party in all other respects as
heretofore set forth in this Section 11. Notwithstanding any other provisions of
this Section 11, if, in any claim, dispute, action or litigation as to which
indemnity is or may be available, any indemnified party reasonably determines
that its interests are or may be, in whole or in part, adverse to the interests
of the indemnifying party, the indemnified party may retain its own counsel,
with the choice of counsel subject to the consent of the indemnifying party
(which consent shall not be withheld unreasonably), in connection with such
claim, dispute, action or litigation and shall continue to be indemnified by the
indemnifying party for any legal or any other expenses reasonably incurred in
connection with investigating or defending such claim, dispute, action or
litigation.
12. Disclaimer of Shareholder Liability.
-----------------------------------
MassMutual and the Sub-Adviser understand that the obligations of the Trust
under this Sub-Advisory Agreement are not binding upon any Trustee or
shareholder of the Trust personally, but bind only the Trust and the Trust's
property. MassMutual and the Sub-Adviser represent that each has notice of the
provisions of the Trust Documents disclaiming shareholder and Trustee liability
for acts or obligations of the Trust.
13. Notice.
------
Any notice under this Sub-Advisory Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party, with a copy to the
Trust, at the addresses below or such other address as such other party may
designate for the receipt of such notice.
If to MassMutual: Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Vernon J. Meyer
Vice President
19
<PAGE>
If to the Sub-Adviser: [Deutsche Asset Management]
With a copy to: [________________________]
If to either MassMutual or the Sub-Adviser, copies to:
MML Series Investment Fund
1295 State Street
Springfield, MA 01111
Attention: Thomas M. Kinzler
Vice President
14. No Assignment.
-------------
No assignment (within the meaning of the Act) of this Sub-Advisory Agreement may
be made without the express written consent of all parties hereto.
15. Amendments to this Sub-Advisory Agreement.
-----------------------------------------
This Sub-Advisory Agreement may be amended only by a written instrument approved
in writing by all parties hereto.
16. Governing Law.
-------------
This Sub-Advisory Agreement shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Massachusetts, without giving
effect to principles of conflict of laws.
17. Survival.
--------
The provisions of this Sub-Advisory Agreement shall survive the termination or
other expiration of this Sub-Advisory Agreement with respect to any matter
arising while this Sub-Advisory Agreement was in effect.
18. Successors.
----------
This Sub-Advisory Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and permitted assigns.
19. Entire Agreement.
----------------
This Sub-Advisory Agreement constitutes the entire agreement among the parties
hereto with respect to the matters referred to herein, and no other agreement,
oral or otherwise, shall be binding on the parties hereto.
20. No Waiver.
---------
No failure or delay on the part of any party hereto in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or
20
<PAGE>
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. Any waiver granted hereunder must be in writing
and shall be valid only in the specific instance in which given.
21. Severability.
------------
If any one or more provisions in this Sub-Advisory Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not effect any other provision
of this Sub-Advisory Agreement, but this Sub-Advisory Agreement shall be
construed so as to effectuate the intent of the parties hereto as nearly as
possible without giving effect to such invalid, illegal or unenforceable
provision had never been contained herein.
22. Counterparts.
------------
This Sub-Advisory Agreement may be executed in any number of counterparts, each
of which shall constitute an original, but all of which when taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Fund, MassMutual and the Sub-Adviser have caused this
Sub-Advisory Agreement to be executed as of the day and year first above
written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: __________________________________
Name: ________________________________
Title: _______________________________
DEUTSCHE ASSET MANAGEMENT
By: __________________________________
Name: ________________________________
Title: _______________________________
ACKNOWLEDGED:
MML SERIES INVESTMENT FUND
on behalf of MML Equity Index Fund
By: _________________________________
Name: _______________________________
Title: ______________________________
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VOTING INSTRUCTION CARD
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
MML BAY STATE LIFE INSURANCE COMPANY
C.M. LIFE INSURANCE COMPANY
VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS OF THE MML EQUITY
INDEX FUND, A SERIES OF MML SERIES INVESTMENT FUND, TO BE HELD ON [ ], 2000.
MML EQUITY INDEX FUND (The "Fund")
This Instruction Card is solicited by the following insurance companies:
Massachusetts Mutual Life Insurance Company ("MassMutual"), MML Bay State Life
Insurance Company and C.M. Life Insurance Company (collectively, the "Insurance
Companies"), each of which has issued certain variable annuity contracts and/or
variable life insurance policies, from owners of such variable annuity contracts
and/or variable life insurance policies who have specified that a portion of
their investment be allocated to this Fund, a series of the MML Series
Investment Fund (the "Trust").
The undersigned contract/policy owner hereby instructs that the votes
attributable to the undersigned's interest with respect to the above-referenced
Fund be cast as directed on the reverse side at the Special Meeting of the
Shareholders of the Fund on [ ] at 9:30 a.m. Springfield
time. The undersigned, by completing this form, does hereby authorize the
Insurance Companies to exercise their discretion in voting upon such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
Please mark your proxy, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the United States.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as
custodian, attorney, executor, administrator, trustee, etc., please give your
full title as such. All joint owners should sign this proxy. If the account is
registered in the name of a corporation, partnership or other entity, a duly
authorized individual must sign on its behalf and give title.
Signature of Policyowner: _____________________ Date: ___________________, 2000
PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF EACH OF THE PROPOSALS
SET FORTH BELOW.
For each Proposal, indicate your vote by marking one of the boxes under each
Proposal. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
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(1) To approve a new Investment Sub-Advisory Agreement between MassMututal and
Deutsche Asset Management on behalf of the Fund
FOR ______________ AGAINST ___________ ABSTAIN ___________
(2) To approve an amendment to the Agreement and Declaration of Trust of the
Trust as it relates to the Fund to permit the Fund to issue additional
classes of shares
FOR ______________ AGAINST ___________ ABSTAIN ___________
(3) To approve a proposal allowing MassMutual to enter into new or amended
investment sub-advisory agreements on behalf of the Fund without
shareholder approval.
FOR ______________ AGAINST ___________ ABSTAIN ___________
