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| ¨ | 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. | |||
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| 4) | Date Filed: | |||
MML SERIES INVESTMENT FUND PROXY
PLEASE REVIEW AND VOTE PROMPTLY UPON RECEIPT
July 14, 2008November 4, 2011
Dear Variable Annuity Contract Owner or Variable Life Insurance Policy Owner:Holder:
Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, and MML Bay State Life Insurance Company (each, an “Insurance Company”) offer variable annuity contracts and variable life insurance policies which make available a number of investment choices. Separate accounts hold the assets that are issued byunderlie the variable contracts/policies, except those allocated to the Insurance Companies’ general account. Each separate accounts, each of whichaccount is a unit investment trust and consists of certain investment divisions/subaccounts that are available under the annuity contracts and insurance policies funded through the separate accounts.subaccounts/divisions. Each of the investment divisions/subaccountssubaccounts/divisions invests in corresponding mutual funds.
You are receiving this proxy statement due to your indirect investment, through Insurance Company separate accounts, in one or more mutual funds comprising the MML Series Investment Fund (the “Trust”). In this proxy statement, each of those mutual funds is referred to as a “Fund” or the “Funds”; each Fund is a series of the Trust.
If you have had your variable annuity contract or variable life insurance policy for some time, you will recall that, although your Insurance Company in fact owns the shares of the Funds, your Insurance Company periodically asks you to tell it how you would like it to represent your indirect interests at meetings of shareholders of the various families of funds that underlie the investment divisions/subaccounts available in your variable annuity contract or variable life insurance policy.
The MML Series Investment Fund (the “Trust” or the “Funds”) is one of these families of funds.Funds.
Included in this booklet is information about the upcoming shareholders’ meeting of the Funds (the “Special Meeting”) to be held on AugustDecember 15, 2008:2011:
Important Information to Help You Understand and VoteProvide Voting Instructions on the Proposals;
A Notice of Special Meeting of Shareholders of each of the Funds, which summarizes the issues for which you are being asked to provide voting instructions; and
A Proxy Statement for the Special Meeting, which provides comprehensive information on the specific issues being considered at the Special Meeting.
Also enclosed are your voting instruction card(s) and a postage-paid return envelope. You can also voteprovide instructions by telephone or by Internet. Simply call the toll-free number or visit the web site indicated on your voting instruction card(s), enter the control number found on the card(s), and follow the recorded or on-line instructions.
Each proposal has been carefully reviewed by the Funds’ Board of Trustees. The Trustees believe that these proposals are in the interests of shareholders. The Trustees recommend that you voteFOR each proposal.
We encourage you to review each of these items thoroughly. Once you have determined how you would like your Insurance Company to vote your shares at the Special Meeting, please voteprovide your instructions by telephone or by Internet by following the instructions on your voting instruction card, or mark your preferences on your voting instruction card, making sure that you sign and date your voting instruction card before mailing it in the postage-paid envelope.A prompt response on your part will help to ensure that your interests are represented.
Thank you for responding promptly to this important proxy vote.
Sincerely,
Richard J. Byrne
President
MML Series Investment Fund
Important informationInformation to help you understandHelp You Understand and voteProvide Voting Instructions on the proposalsProposals
The following Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed proxy statement. Please read the full text of the proxy statement. Below is a brief overview of the proposals to be voted upon. Your vote isvoting instructions are important.
What proposals am I being asked to vote on?
YouAll variable contract owners and policy holders will be asked to provide voting instructions on the following proposals:
1. To elect a Board of Trustees.
2. To approve an Amended and Restated Agreement and Declaration of Trust.
Depending on the Funds in which you have an interest, you may be asked to voteprovide voting instructions on one or more of the following proposals:proposals for any Fund:
3. To approve an amended and restated investment management agreement.
4. To approve an amended and restated investment management agreement under which Massachusetts Mutual Life Insurance Company (“MassMutual”) provides both investment management and administrative services.
5. To liquidate the MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Emerging Growth Fund, MML NASDAQ-100® Fund, and MML Small Cap Index Fund and distribute the liquidation proceeds to an affiliated money market fund.
6. To change the status of the MML NASDAQ-100 Fund from a diversified fund to a non-diversified fund.
7. To change the fundamental investment objective of the MML Income & Growth Fund.
8. To make certain Funds’ fundamental investment objectives non-fundamental.
9. To change or eliminate certain fundamental investment restrictions.
How do the Trustees recommend that I vote?
The Trustees recommend that youshareholders vote FOR each of the proposals.
How do I vote my shares?provide voting instructions?
You can vote by telephone by callingBy telephone: Call the toll-free number printed on your voting instruction card(s) and following the recorded instructions. You may also vote through the internet by visitingOn-line: Visitwww.proxyweb.com and following the on-line instructions. In addition, you may also vote your shares by completingBy mail: Complete and signingsign the enclosed voting instruction card(s) and mailingmail it (them) in the enclosed postage-paid return envelope.
Proposal 1. To Elect a Board of Trustees.
What are shareholders being asked to do?
Shareholders are being asked to consider the re-election of all of the persons currently serving as Trustees, and who have previously been elected by shareholders.current Trustees. In addition, shareholders are being asked to elect Elaine A. Sarsynski,Nabil N. El-Hage, Maria D. Furman, and C. Ann Merrifield, who hasare not previously been elected by shareholders, andcurrently Trustees, but who currently servesserve as a Trustee. Ms. Sarsynski is Executive Vice PresidentTrustees of the MML Series Investment Fund II and MassMutual and the head of MassMutual’s Retirement Services Division. She was elected by the Board of Trustees to fill the vacancy created by the retirement of Frederick Castellani, the former head of MassMutual’s Retirement Services Division.
What role does the Board play?
The Trustees oversee the Funds’ operations. Among other things, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to thePremier Funds.
Will a majority of the Trustees be independent of MassMutual?
Yes. TheEight of the 10 members of the Board currently consists of 8 individuals. There are two “interested”will be “independent Trustees, and six “non-interested” Trustees,” one of whom also serveswill serve as the independent Chairperson of the Board. Trustees are determined toOnly two will be “interested” by virtueconsidered “interested persons” of among other things, certain affiliations with MassMutual, the Funds, the Trust or various other entities under common control with MassMutual. Trustees who are officers or employeesthe Investment Company Act of MassMutual are compensated by MassMutual. Trustees who are not officers or employees1940, as amended (the “1940 Act”), which is the federal statute that governs the management and administration of MassMutual are compensated bymutual funds, such as those contained in the Trust. You can find a compensation table, which details these fees, and other information regarding the Trustees in the proxy statement.
2. To amend the Declaration of Trust to permit each Fund to issue additional classes of shares.
If the Funds issue additional classes of shares, will it result in changes to the existing shares that I own?
No. The principle difference between your shares and the shares of any new class will be any different or additional expenses the new share classes may bear. Expenses attributable to one class of shares and not to another will be paid by the class to which they are attributable.
Will I still be able to purchase additional shares of the same class that I currently own under my existing variable annuity contract or variable life insurance policy?
Yes. There are no plans to limit your ability to purchase additional shares of the class that you currently own in any Fund through your existing variable annuity contract or variable life insurance policy.
Why are you proposing this change?
By issuing shares in different classes, the Funds are able to tailor the terms of the shares they offer to the needs of different investors or to the demands of different distribution channels. For example, shares of a new class may be subject to distribution or servicing fees, making it possible for the Fund to offer its shares more effectively to certain investors or in certain markets. Sales of new share classes may have the effect of increasing the size of a Fund, potentially resulting over time in increased economies in the operation of the Fund as a whole. Presently, there is only one class of shares of each Fund, except for the MML Equity Index Fund, MML Concentrated Growth Fund and MML Global Fund, each of whose shareholders have previously approved an amendment to the Declaration of Trust to offer shares in multiple classes. If the proposal is approved, it is likely that each Fund will offer a new class of shares that is subject to distribution and servicing fees.
3.Proposal 2. To amend theapprove an Amended and Restated Agreement and Declaration of Trust to allow the Board of Trustees to authorize fund mergers without shareholder approval.Trust.
Why are you proposing this change?
From time to time,The four trusts in the MassMutual may proposemutual fund family were formed at different times, and their current Agreements and Declarations of Trust — their principal governing documents — differ from each other. Those differences can create inefficiencies in the operations of the Fund family that can be disadvantageous to the Trustees that two orfunds in the family and their shareholders and to MassMutual. In addition, the proposed changes provide for increased flexibility and more Funds be combined, typically because they are similar and/or their combination would result in expected efficiencies. In many cases, trusteessubstantial limitations of aliability, which more recent declarations of trust provide to certain other Massachusetts business trust, liketrusts and to their trustees and officers.
How will this change address these issues?
MassMutual believes that adoption of the Trust, may authorize such a combination under applicable law without a shareholder vote. Currently, however, the Funds’proposed Amended and Restated Agreement and Declaration of Trust does not specifically permitfor each of the MassMutual trusts (i) will provide the Trustees greater flexibility to authorize a merger without shareholder approval. The proposed amendment would allowmanage the Trustees to do so.
If shareholders approve the proposed change to the Declaration of Trust, the Board of Trustees may approve such a merger transactionfunds in the future, but, under current law, only if they find that the transaction isfamily in an efficient and cost-effective manner in the best interests of shareholders, (ii) will help the MassMutual trusts to attract and retain attractive candidates to serve as trustees by providing them with broad indemnification rights and limitations on liability, and (iii) will streamline corporate governance among the MassMutual trusts, potentially resulting in reduction or elimination of certain costs and delays over time.
Proposals 3 and 4. To approve an amended and restated investment management agreement.
Will this change affect how the Funds are being managed?
No, this change is not intended to affect how any of the Funds are being managed. Under the amended agreements, MassMutual would continue to provide the same level of service to each Fund it provides under the current investment management agreements.
Will there be any changes to the Funds’ advisory fees?
No, there will be no changes in the advisory fees payable to MassMutual by any of the Funds.
Why are you proposing these changes?
The purpose of the amendments to the investment management agreements is to clarify the respective obligations of the parties and to make the investment management agreements between MassMutual and the various mutual funds advised by MassMutual more consistent.
Why is one form of agreement being proposed for some Funds, and another form for other Funds?
Under its current investment management agreement with some of the Funds, MassMutual provides only investment management services; it provides administrative services to those Funds under a separate form of agreement. For other Funds, MassMutual provides both investment management services and administrative services under a single agreement. The two new forms of agreement correspond to those existing agreements.
What is the effect of the proposed changes?
Very generally, the changes include:
— | Enhanced descriptions of the significant services MassMutual currently performs in cases where a subadviser performs day-to-day portfolio management; | |
— | Provisions revising and clarifying how expenses are allocated between the Funds and MassMutual; and | |
— | Revisions to the standard of care applicable to MassMutual. | |
The Trustees and MassMutual believe that the Trust will benefit from the additional clarity provided by the revisions and more uniform contract provisions across the MassMutual fund family. Some of these proposed changes are expected to be favorable to MassMutual.
Proposal 5. To liquidate the MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Emerging Growth Fund, MML NASDAQ-100 Fund, and MML Small Cap Index Fund and distribute the liquidation proceeds to an affiliated money market fund.
Why are you proposing to liquidate these Funds?
These Funds are being proposed to be liquidated because each Fund either has poor past performance and/or asset levels considered too low for continued viability. In addition, in each case, MassMutual does not believe that the Fund will be successful in attracting new assets from investors.
How will this change affect me as a variable contract owner or policy holder?
If the liquidations are approved, each Fund will be terminated and the liquidation proceeds will be used to purchase shares of an affiliated money market fund. The Insurance Companies have informed the Trust that, as a variable contract owner or policy holder, you will have the option to transfer your interest in a liquidating Fund to another investment option under your variable contract/policy either before or after the liquidation. In addition, variable contract owners and policy holders will not incur any fees or charges as a result of these liquidations. More information about your options is set forth below.
Proposal 6. To change the status of the MML NASDAQ-100 Fund from a diversified fund to a non-diversified fund.
Why are you proposing this change?
The Fund’s investment objective is to approximate as closely as practicable (before fees and expenses) the total return of the NASDAQ-100 Index®. The composition of the Index changed in May 2011 and resulted in an increased number of companies that each represents more than 5% of the Index. As a result, notwithstanding the Fund’s status at the time as a “diversified” investment company, on the basis of discussions with the Staff of the Securities and Exchange Commission (the “SEC”) and MassMutual’s recommendation, the Fund has since operated as a “non-diversified” investment company in order to facilitate approximating the Index’s return. As a non-diversified investment company, the Fund may hold larger positions in a smaller number of stocks than a fund that operates as a diversified investment company.
If this change has already occurred, then why is this vote now necessary?
Approval of this proposal would formalize the Fund’s change to non-diversified status, consistent with MassMutual’s and the SEC Staff’s understanding that the Fund would seek to obtain a shareholder vote within one year approving the change.
Isn’t this Fund being proposed to be liquidated?
Yes, but in the event the Fund’s shareholders do not approve the liquidation, the Board recommends that the Fund’s current investment restriction providing for its shareholdersoperation as a diversified investment company be eliminated so that the Fund can continue to operate as a non-diversified investment company.
Proposal 7. To change the fundamental investment objective of the MML Income & Growth Fund.
Why are you proposing this change?
The Board is recommending that the Fund’s investment objective be changed to state that the Fund “seeks long-term total return and current income.” The Fund’s current investment objective says that the Fund “seeks growth of capital,” and that “income is a secondary objective.” While MassMutual and the transactionsubadviser for the Fund have
indicated that they have no present intention of changing the way the Fund is managed, they believe that a total return objective — investing for both growth and income, without designating income as a secondary objective — better reflects the manner in which the Fund will not dilute shareholders’ interests. There may be cases where a merger would require shareholder approval, such as (under current law) when there aremanaged and the expectations of investors in the Fund.
Proposal 8. To make certain significant differences inFunds’ fundamental investment policies of the two merging Funds.objectives non-fundamental.
How will this change benefit me as a variable contract owner or policy holder?
The amendmentMaking this change will giveempower the Trustees increasedto approve changes to a Fund’s investment objective in the future without the delay and expense of a shareholder vote.
If approved, will MassMutual be proposing changes to the Funds’ investment objectives?
No, MassMutual has no present intention of proposing that the Trustees consider changing any Fund’s investment objective. If the Trustees were ever to approve a change to a Fund’s investment objective, the Prospectus would be modified accordingly.
Proposal 9. To change or eliminate certain fundamental investment restrictions.
What is the purpose of these proposed changes?
Generally, the purpose of these proposed changes is to increase a Fund’s investment flexibility by removing outdated, and/or what MassMutual considers to respondbe unnecessarily restrictive, policies, and to reduce administrative and compliance burdens on the Funds and MassMutual by simplifying these fundamental investment restrictions and bringing them more closely in line with those of other funds in the MassMutual fund family.
Will these changes result in changes to my Fund’s investment approach?
No, MassMutual has informed the Trustees that it does not anticipate any changes in the way in which the Funds are managed as a result of these proposed changes.
How will these changes benefit me as a variable contract owner or policy holder?
MassMutual and the Board believe that maintaining the current fundamental investment restrictions could prevent the Funds from taking advantage of attractive investment opportunities and/or responding to changing conditions. Itregulations in the future — at least without incurring the delays and costs that would also eliminatebe associated with seeking shareholder approval — and that as a result the cost of soliciting shareholder voteschanges have the potential to benefit both the Funds and holding shareholder meetings in appropriate cases.
their shareholders.
MML SERIES INVESTMENT FUND
1295 State Street
Springfield, Massachusetts 01111
MML Large Cap Value Fund
MML Equity Index Fund
MML Growth Equity Fund
MML NASDAQ-100American Funds® Fund
MML Small Cap Growth Equity Fund
MML Emerging Growth Fund
MML Asset AllocationAmerican Fund®s International Fund
MML Equity Income FundAmerican Funds®
MML Income & Growth Fund
MML Growth & Income Fund
MML Blue Chip Growth Fund
MML Large Cap Growth Fund
MML Concentrated Growth Fund
MML Mid Cap Value Fund
MML Mid Cap Growth Fund
MML Small/Mid Cap Value Fund
MML Small Cap Index Fund
MML Global Fund
MML Foreign Core Allocation Fund
MML Conservative Allocation Fund
MML Balanced Allocation Fund
MML Moderate Allocation Fund
MML Growth Allocation Fund
MML Aggressive Allocation Fund
MML Asset Allocation Fund
MML Blue Chip Growth Fund
MML Concentrated Growth Fund
MML Emerging Growth Fund
MML Equity Income Fund
MML Equity Index Fund
MML Foreign Fund
MML Fundamental Value Fund
MML Global Fund
MML Growth & Income Fund
MML Income & Growth Fund
MML Large Cap Growth Fund
MML Large Cap Value Fund
MML Mid Cap Growth Fund
MML Mid Cap Value Fund
MML NASDAQ-100® Fund
MML PIMCO Total Return Fund
MML Small Cap Growth Equity Fund
MML Small Cap Index Fund
MML Small Company Value Fund
MML Small/Mid Cap Value Fund
(each, a “Fund” and collectively, the “Funds”)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on AugustDecember 15, 20082011
Dear Variable Annuity Contract Owner or Variable Life Insurance Policy Owner:Holder:
The netBased on allocations of premiums or contributions you paidother amounts under your variable annuity contract or variable life insurance policy or variable annuity contract offeredissued by Massachusetts Mutual Life Insurance Company (“MassMutual”), C.M. Life Insurance Company, or MML Bay State Life Insurance Company (each, an “Insurance Company”) have been allocated at your direction to investment divisions/subaccounts of a separate account or accounts of your Insurance Company (the “Separate Accounts”). The divisions/subaccounts of the Separate Accounts invest in, among other things, one or more corresponding series of MML Series Investment Fund (the “Trust”), an open-end management investment company consisting of the Funds listed above.
As policy owner or contract owner of record at the close of business on June 10, 2008 (the “Record Date”), you are entitled to instruct your Insurance Company as to how it should vote on certain proposals to be considered at the Special Meeting of each Fund’s shareholders.shareholders of MML Series Investment Fund (the “Trust”) and its constituent Funds.
The Special Meeting of shareholders of each Fund will be held at the offices of the Trust, 1295 State Street, Springfield, MA 01111, on Friday, AugustDecember 15, 20082011 at 10:00 a.m., Springfield time. You are entitled to provide your Insurance Company with voting instructions on some or all of the following proposals to be voted upon at the Special Meeting:Meeting, depending on the identity of the Fund:
| 1. | To elect Richard H. Ayers, Allan W. Blair, |
| 2. | To approve an |
| 3. | To approve an |
| 4. | To |
| 5. | To liquidate certain Funds and distribute the liquidation proceeds to an affiliated money market fund (the MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Emerging Growth Fund, MML NASDAQ-100 Fund, and MML Small Cap Index Fund)(To be voted upon by the shareholders of the applicable Funds, voting separately by Fund). |
| 6. | To change the status of the MML NASDAQ-100 Fund from a diversified fund to a non-diversified fund(To be voted upon by the shareholders of the Fund). |
| 7. | To change the fundamental investment objective of the MML Income & Growth Fund(To be voted upon by the shareholders of the Fund). |
| 8. | To make the investment objective of certain Funds non-fundamental(To be voted upon by the shareholders of the applicable Funds, voting separately by Fund). |
| 9. | To change or |
Attached to this notice is the Proxy Statement of the Funds. You are urged to read this statement carefully before voting by telephone or Internet or completing your voting instruction card.
Andrew M. Goldberg,
Secretary
MML Series Investment Fund
November 4, 2011
It is important that your contract or policy be represented. Please provide voting instructions by telephone or by Internet by following the instructions on your voting instruction card, or promptly mark your voting instructions on the enclosed card; then, sign, date, and mail it in the accompanying postage-paid return envelope. Your prompt response will help ensure that your interests are represented.
MML SERIES INVESTMENT FUND
1295 State Street
Springfield, Massachusetts 01111
MML American Funds® Growth Fund
MML American Funds® International Fund
MML American Funds® Core Allocation Fund
MML Conservative Allocation Fund
MML Balanced Allocation Fund
MML Moderate Allocation Fund
MML Growth Allocation Fund
MML Aggressive Allocation Fund
MML Asset Allocation Fund
MML Blue Chip Growth Fund
MML Concentrated Growth Fund
MML Emerging Growth Fund
MML Equity Income Fund
MML Equity Index Fund
MML Foreign Fund
MML Fundamental Value Fund
MML Global Fund
MML Growth & Income Fund
MML Income & Growth Fund
MML Large Cap Growth Fund
MML Large Cap Value Fund
MML Mid Cap Growth Fund
MML Mid Cap Value Fund
MML NASDAQ-100® Fund
MML PIMCO Total Return Fund
MML Small Cap Growth Equity Fund
MML Small Cap Index Fund
MML Small Company Value Fund
MML Small/Mid Cap Value Fund
(each, a “Fund” and collectively, the “Funds”)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on December 15, 2011
Notice is hereby given that a special meeting of shareholders (the “Meeting”) of MML Series Investment Fund (the “Trust”) and each of its constituent Funds, will be held at the offices of the Trust, 1295 State Street, Springfield, MA 01111, on December 15, 2011 at 10:00 a.m., Springfield time, for the following purposes, all of which are more fully described in the accompanying Proxy Statement dated November 4, 2011:
| 1. | To elect Richard H. Ayers, Allan W. Blair, Nabil N. El-Hage, Maria D. Furman, R. Alan Hunter, Jr., Robert E. Joyal, F. William Marshall, Jr., C. Ann Merrifield, Susan B. Sweeney, and Elaine A. Sarsynski as Trustees for an indefinite term of office(To be voted upon by the shareholders of the Trust as a whole). |
| 2. | To approve an Amended and Restated Agreement and Declaration of Trust(To be voted upon by the shareholders of the Trust as a whole). |
| 3. | To approve an amended and restated investment management agreement (for the MML American Funds Growth Fund, MML American Funds International Fund, MML American Funds Core Allocation Fund, MML Concentrated Growth Fund, MML Equity Index Fund, MML Fundamental Value Fund, MML Global Fund, MML PIMCO Total Return Fund, and MML Small Company Value Fund)(To be voted upon by the shareholders of the applicable Funds, voting separately by Fund). |
| 4. | To approve an amended and restated investment management agreement under which Massachusetts Mutual Life Insurance Company provides both investment management and administrative services (for the MML Conservative Allocation Fund, MML Balanced Allocation Fund, MML Moderate Allocation Fund, MML Growth Allocation Fund, MML Aggressive Allocation Fund, MML Asset Allocation Fund, MML Blue Chip Growth Fund, MML Emerging Growth Fund, MML Equity Income Fund, MML Foreign Fund, MML Growth & Income Fund, MML Income & Growth Fund, MML Large Cap Growth Fund, MML Large Cap Value Fund, MML Mid Cap Growth Fund, MML Mid Cap Value Fund, MML NASDAQ-100 Fund, MML Small Cap Growth Equity Fund, MML Small Cap Index Fund, and MML Small/Mid Cap Value Fund)(To be voted upon by the shareholders of the applicable Funds, voting separately by Fund). |
| 5. | To liquidate certain Funds and distribute the liquidation proceeds to an affiliated money market fund (the MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Emerging Growth Fund, MML NASDAQ-100 Fund, and MML Small Cap Index Fund)(To be voted upon by the shareholders of the applicable Funds, voting separately by Fund). |
| 6. | To change the status of the MML NASDAQ-100 Fund from a diversified fund to a non-diversified fund(To be voted upon by the shareholders of the Fund). |
| 7. | To change the fundamental investment objective of the MML Income & Growth Fund(To be voted upon by the shareholders of the Fund). |
| 8. | To make the investment objective of certain Funds non-fundamental(To be voted upon by the shareholders of the applicable Funds, voting separately by Fund). |
| 9. | To change or eliminate certain fundamental investment restrictions(To be voted upon by the shareholders of the applicable Funds, voting separately by Fund). |
Shareholders of record as of the close of business on September 30, 2011 will be entitled to notice of, and to vote at, the Meeting or any adjournment(s) thereof. If you attend the Meeting, you may vote your shares in person. Any shareholder present at the Meeting may vote personally on all matters brought before the Meeting and, in that event, such shareholder’s proxy will not be used. The enclosed voting instruction card is being solicited on behalf of the Board of Trustees of the Trust.
By order of the Trustees of the Trust,
Andrew M. Goldberg,
Secretary
November 4, 2011
MML SERIES INVESTMENT FUND
1295 State Street
Springfield, MA 01111
MML American Funds® Growth Fund
MML American Funds® International Fund
MML American Funds® Core Allocation Fund
MML Conservative Allocation Fund
MML Balanced Allocation Fund
MML Moderate Allocation Fund
MML Growth Allocation Fund
MML Aggressive Allocation Fund
MML Asset Allocation Fund
MML Blue Chip Growth Fund
MML Concentrated Growth Fund
MML Emerging Growth Fund
MML Equity Income Fund
MML Equity Index Fund
MML Fundamental Value Fund
MML Foreign Fund
MML Global Fund
MML Growth & Income Fund
MML Income & Growth Fund
MML Large Cap Growth Fund
MML Large Cap Value Fund
MML Mid Cap Growth Fund
MML Mid Cap Value Fund
MML NASDAQ-100® Fund
MML PIMCO Total Return Fund
MML Small Cap Growth Equity Fund
MML Small Cap Index Fund
MML Small Company Value Fund
MML Small/Mid Cap Value Fund
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
To Be Held on December 15, 2011
Important Notice Regarding the Availability of this Proxy Statement
This Proxy Statement is available at www.proxyweb.com
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” or the “Trustees”) of MML Series Investment Fund (the “Trust”), of which each of the above-referenced funds (each, a “Fund” and collectively, the “Funds”) is a series, for use at the special meeting of the shareholders of the Funds (the “Meeting”) to be held at the offices of the Trust, 1295 State Street, Springfield, MA 01111, at 10:00 a.m., Springfield time, on December 15, 2011, and at any adjournment(s) thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders (the “Notice”). The Notice, this Proxy Statement, and the enclosed voting instruction card are first being mailed, or otherwise being made available, to shareholders on or about November 4, 2011. Please read this Proxy Statement and keep it for future reference.
The Meeting has been called for the purpose of having the shareholders of the Funds consider and take action upon the proposals listed in the Notice (the “Proposals”). This Proxy Statement contains information you
1
should know before voting on the Proposals. The following are the Proposals presented in this Proxy Statement for which the Funds are soliciting proxies and the Funds that are affected by such Proposals:
Proposal | Affected Funds | |
| Proposal 1: To elect Richard H. Ayers, Allan W. Blair, Nabil N. El-Hage, Maria D. Furman, R. Alan Hunter, Jr., Robert E. Joyal, F. William Marshall, Jr., C. Ann Merrifield, Susan B. Sweeney, and Elaine A. Sarsynski as Trustees for an indefinite term of office. | All Funds | |
| Proposal 2: To approve an Amended and Restated Agreement and Declaration of Trust. | All Funds | |
| Proposal 3: To approve an amended and restated investment management agreement. | MML American Funds Growth Fund MML American Funds International Fund MML American Funds Core Allocation Fund MML Concentrated Growth Fund MML Equity Index Fund MML Fundamental Value Fund MML Global Fund MML PIMCO Total Return Fund MML Small Company Value Fund | |
| Proposal 4: To approve an amended and restated investment management agreement under which Massachusetts Mutual Life Insurance Company (“MassMutual” or the “Adviser”) provides both investment management and administrative services. | MML Conservative Allocation Fund MML Balanced Allocation Fund MML Moderate Allocation Fund MML Growth Allocation Fund MML Aggressive Allocation Fund MML Asset Allocation Fund MML Blue Chip Growth Fund MML Emerging Growth Fund MML Equity Income Fund MML Foreign Fund MML Growth & Income Fund MML Income & Growth Fund MML Large Cap Growth Fund MML Large Cap Value Fund MML Mid Cap Growth Fund MML Mid Cap Value Fund MML NASDAQ-100 Fund MML Small Cap Growth Equity Fund MML Small Cap Index Fund MML Small/Mid Cap Value Fund | |
| Proposal 5: To liquidate certain Funds and distribute the liquidation proceeds to an affiliated money market fund. | MML Asset Allocation Fund MML Concentrated Growth Fund MML Emerging Growth Fund MML NASDAQ-100 Fund MML Small Cap Index Fund | |
| Proposal 6: To change the status of the MML NASDAQ-100 Fund from a diversified fund to a non-diversified fund. | MML NASDAQ-100 Fund | |
2
Proposal | Affected Funds | |
| Proposal 7: To change the fundamental investment objective of the MML Income & Growth Fund. | MML Income & Growth Fund | |
| Proposal 8: To make the investment objective of certain Funds non-fundamental. | MML Asset Allocation Fund MML Blue Chip Growth Fund MML Concentrated Growth Fund MML Emerging Growth Fund MML Equity Income Fund MML Equity Index Fund MML Foreign Fund MML Global Fund MML Growth & Income Fund MML Income & Growth Fund MML Large Cap Growth Fund MML Large Cap Value Fund MML Mid Cap Growth Fund MML Mid Cap Value Fund MML NASDAQ-100® Fund MML Small Cap Growth Equity Fund MML Small Cap Index Fund MML Small/Mid Cap Value Fund | |
| Proposal 9.A: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to diversification of investments. | MML Emerging Growth Fund MML Large Cap Value Fund MML Small Cap Growth Equity Fund | |
| Proposal 9.B: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to borrowing money and issuing senior securities. | MML Emerging Growth Fund MML Equity Index Fund MML Large Cap Value Fund MML NASDAQ-100 Fund MML Small Cap Growth Equity Fund | |
| Proposal 9.C: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to participation in the underwriting of securities. | MML Emerging Growth Fund MML Equity Index Fund MML Large Cap Value Fund MML NASDAQ-100 Fund MML Small Cap Growth Equity Fund | |
| Proposal 9.D: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to investment in real estate and to approve the elimination of certain Funds’ fundamental investment restrictions with respect to investing in oil, gas or other mineral leases, rights, royalty contracts or exploration or development programs. | MML Blue Chip Growth Fund MML Emerging Growth Fund MML Equity Index Fund MML Large Cap Value Fund MML NASDAQ-100 Fund MML Small Cap Growth Equity Fund | |
| Proposal 9.E: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to investment in commodities and commodity contracts. | All Funds except MML Fundamental Value Fund and MML PIMCO Total Return Fund | |
| Proposal 9.F: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to making loans. | MML Emerging Growth Fund MML Equity Index Fund MML Large Cap Value Fund MML NASDAQ-100 Fund MML Small Cap Growth Equity Fund | |
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Proposal | Affected Funds | |
| Proposal 9.G: To approve an amendment of certain Funds’ fundamental investment restriction with respect to concentrating investments in an industry. | All Funds except MML Fundamental Value Fund and MML PIMCO Total Return Fund | |
| Proposal 9.H: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to short sales. | MML Blue Chip Growth Fund MML Emerging Growth Fund MML Large Cap Value Fund MML Small Cap Growth Equity Fund | |
| Proposal 9.I: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to pledging, mortgaging or hypothecating fund assets. | MML Blue Chip Growth Fund MML Emerging Growth Fund MML Large Cap Value Fund MML Small Cap Growth Equity Fund | |
| Proposal 9.J: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to purchasing securities on margin. | MML Equity Index Fund MML NASDAQ-100 Fund | |
| Proposal 9.K: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to making loans to any officer, trustee or director or employee of the Trust or MassMutual, or to MassMutual. | MML Equity Index Fund MML NASDAQ-100 Fund | |
| Proposal 9.L: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to writing, purchasing or selling puts, calls or combinations thereof. | MML Equity Index Fund MML NASDAQ-100 Fund | |
| Proposal 9.M: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to investing in securities of other investment companies. | MML Equity Index Fund MML NASDAQ-100 Fund | |
Timely, properly executed proxies will be voted as you instruct. If no specification is made with respect to a Proposal, shares will be voted in accordance with the recommendation of the Board as to such Proposal. The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying voting instruction card. Supplementary solicitations of proxies may be made by personal interview, mail, telephone, facsimile, or electronic mail (“e-mail”) by officers and Trustees of the Trust and officers and employees of the Adviser, or its affiliates, and other representatives of the Trust. Except with respect to Proposal 5, and as described therein, the Trust will bear the costs incurred in connection with the solicitation of proxies, the costs of holding the Meeting, and other expenses associated with obtaining the approval of the Funds and their shareholders. In the event it becomes necessary or desirable, Broadridge Financial Solutions, Inc. may be paid to solicit shareholders by telephone on behalf of the Funds. The approximate anticipated total cost of this service is $6,000 and, notwithstanding the above, would be paid by MassMutual.
Shareholders of record at the close of business on September 30, 2011 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) thereof. As of the Record Date, the following shares of each Fund were issued and outstanding and entitled to vote:
MML American Funds Growth Fund | 4,777,578.788 | |||
MML American Funds International Fund | 3,627,749.084 | |||
MML American Funds Core Allocation Fund | 34,326,092.638 | |||
MML Conservative Allocation Fund | 32,682,162.576 | |||
MML Balanced Allocation Fund | 36,796,709.637 |
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MML Moderate Allocation Fund | 110,794,227.293 | |||
MML Growth Allocation Fund | 134,140,849.947 | |||
MML Aggressive Allocation Fund | 7,603,499.770 | |||
MML Asset Allocation Fund | 15,323,279.766 | |||
MML Blue Chip Growth Fund | 30,574,571.929 | |||
MML Concentrated Growth Fund | 13,011,260.871 | |||
MML Emerging Growth Fund | 2,111,000.013 | |||
MML Equity Income Fund | 60,431,317.133 | |||
MML Equity Index Fund | 18,883,430.689 | |||
MML Foreign Fund | 37,852,217.167 | |||
MML Fundamental Value Fund | 15,629,594.510 | |||
MML Global Fund | 12,503,707.400 | |||
MML Growth & Income Fund | 16,885,146.406 | |||
MML Income & Growth Fund | 9,307,474.519 | |||
MML Large Cap Growth Fund | 16,418,184.486 | |||
MML Large Cap Value Fund | 19,739,468.146 | |||
MML Mid Cap Growth Fund | 27,452,083.584 | |||
MML Mid Cap Value Fund | 40,499,234.271 | |||
MML NASDAQ-100 Fund | 2,226,415.099 | |||
MML PIMCO Total Return Fund | 21,586,200,129 | |||
MML Small Cap Growth Equity Fund | 15,695,682.632 | |||
MML Small Cap Index Fund | 4,289,325.877 | |||
MML Small Company Value Fund | 6,545,053.674 | |||
MML Small/Mid Cap Value Fund | 21,541,033.455 |
Shareholders of a Fund on the Record Date shall be entitled to one vote for each whole share held, as to any matter on which they are entitled to vote, and each fractional share shall be entitled to a proportionate fractional vote.
The principal executive offices of the Trust are located at 1295 State Street, Springfield, MA 01111. The Trust was established by MassMutual for the purpose of providing an investment vehicle for the separate investment accounts of variable annuity contracts and variable life insurance policies offered by insurance companies, including MassMutual and its life insurance subsidiaries. Accordingly, shares of the Funds are not offered to the general public.
I. PROPOSAL 1: ELECTION OF TRUSTEES
Affected Funds:
All Funds
The Board is currently comprised of the following eight Trustees: Richard H. Ayers, Allan W. Blair, Mary E. Boland, R. Alan Hunter, Jr., Robert E. Joyal, F. William Marshall, Jr., Elaine A. Sarsynski, and Susan B. Sweeney. Ms. Boland is due to retire on December 31, 2011. The Trust’s shareholders have previously elected each of these eight Trustees, with the exception of Ms. Sweeney, who was selected by the Trust’s Nominating Committee and appointed as a Trustee by the Board in May 2009. Ms. Sweeney was recommended by MassMutual’s management. The Board recently authorized that the number of Trustees be increased to ten. The following three individuals were recently recommended by the Trust’s Nominating Committee to also be presented to the Trust’s shareholders for election: Nabil N. El-Hage, Maria D. Furman, and C. Ann Merrifield (together with Ms. Sweeney, the “Nominees”). These three individuals were recommended by MassMutual’s management and currently serve as trustees for two other open-end management investment companies for which MassMutual serves as investment adviser, the MML Series Investment Fund II (“MML Series II”) and the MassMutual Premier Funds (“Premier Funds”).
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If elected, each Trustee of the Trust will serve, effective January 1, 2012, until the next meeting of shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor or until he or she dies, resigns, retires, becomes incapacitated, or is removed. Notwithstanding the foregoing, unless the Trustees determine that it is desirable and in the best interest of the Trust that an exception to the retirement policy of the Trust be made, a Trustee shall retire and cease to serve as a Trustee upon the conclusion of the calendar year in which such Trustee attains the age of seventy-two years.
The following table provides information concerning the Nominees for election by shareholders, Trustees whose re-election is being sought, and the executive officers of the Trust. Unless otherwise noted, (i) each Trustee, Nominee, and officer has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity and (ii) the address of the Trustees and officers is c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111.
Name And Age | Position(s) Held with Trust | Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Directorships Held by Trustee/Nominee | |||||||
Independent Trustees | ||||||||||||
Richard H. Ayers Age: 69 | Chairman2 Trustee | Since 2010 Since 1999 | Retired. | 66 | Director (2008-2011), Celera Corporation; Director (1996-2008), Applera Corporation; Director (2002-2006), Instron Corporation; Chairman (since 2010), Trustee (since 1996), MassMutual Select Funds (open-end investment company). | |||||||
Allan W. Blair Age: 63 | Trustee | Since 2003 | President and Chief Executive Officer (since 1996), Economic Development Council of Western Massachusetts; President and Chief Executive Officer (1993-2006), Westmass Area Development Corporation; President and Chief Executive Officer (since 1984), Westover Metropolitan Development Corporation. | 66 | Director (2001-2007), Future Works, Inc.; Trustee (since 2003), MassMutual Select Funds (open-end investment company). | |||||||
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Name And Age | Position(s) Held with Trust | Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Directorships Held by Trustee/Nominee | |||||||
Nabil N. El-Hage Age: 53 | Nominee | N/A | Consultant (since 2010); Senior Associate Dean for External Relations (2010), Thomas Henry Carroll Ford Foundation Adjunct Professor of Business Administration (2010), Professor of Management Practice (2005-2009), Harvard Business School. | 31 | Director (since 2007), Virtual Radiologic Corporation; Chairman (since 2006), Trustee (since 2003), MassMutual Premier Funds (open-end investment company); Chairman (since 2006), Trustee (since 2005), MML Series Investment Fund II (open-end investment company). | |||||||
Maria D. Furman Age: 57 | Nominee | N/A | Retired. | 31 | Trustee (since 2004), MassMutual Premier Funds (open-end investment company); Trustee (since 2005), MML Series Investment Fund II (open-end investment company). | |||||||
R. Alan Hunter, Jr. Age: 64 | Trustee | Since 2003 | Retired. | 66 | Director (since 2007), Actuant Corporation; Trustee (since 2003), MassMutual Select Funds (open-end investment company). | |||||||
F. William Marshall, Jr. Age: 69 | Trustee | Since 1996 | Retired. | 102 | 3 | Trustee (since 2000), Denver Board — Oppenheimer Funds; Trustee (since 1996), MassMutual Select Funds (open-end investment company). | ||||||
C. Ann Merrifield Age: 60 | Nominee | N/A | Retired; Senior Vice President, Genzyme Business Excellence Initiative (2009-2011), President, Biosurgery (2003-2009), Executive Vice President, Biosurgery (2001-2003), President, Genetics (1997-2001), Genzyme Corporation. | 31 | Director (2002-2007), Playtex Products, Inc.; Trustee (since 2004), MassMutual Premier Funds (open-end investment company); Trustee (since 2005), MML Series Investment Fund II (open-end investment company). | |||||||
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Name And Age | Position(s) Held with Trust | Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other | |||||||
Susan B. Sweeney Age: 59 | Trustee and Nominee | Since 2009 | Senior Vice President and Chief Investment Officer (since 2010), Selective Insurance Group (property and casualty company); Senior Managing Director (2008-2010), Ironwood Capital (private equity firm); Chief Investment Officer, Pension Fund (2002-2007), Office of the Treasurer of the State of Connecticut. | 66 | Trustee (since 2009), MassMutual Select Funds (open-end investment company). | |||||||
Interested Trustees | ||||||||||||
Robert E. Joyal4 Age: 66 | Trustee Vice Chairman | Since 2003 (2005-2007) | Retired. | 68 | 5 | Director (since 2007), Scottish Re Group Ltd.; Director (since 2006) Jefferies Group, Inc. (investment bank); Director (2003-2010), Alabama Aircraft Industries, Inc.; Trustee (since 2003), President (1999-2003), MassMutual Corporate Investors and MassMutual Participation Investors (closed-end investment companies); Director (2005-2006), York Enhanced Strategies Fund (closed-end investment company); Trustee (since 2003), Vice Chairman (2005-2007), MassMutual Select Funds (open-end investment company). | ||||||
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Name And Age | Position(s) Held with Trust | Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other | |||||||
Elaine A. Sarsynski6 Age: 56 | Trustee | Since 2008 | Executive Vice President (since 2006), Senior Vice President and Chief Administrative Officer (2005-2006), MassMutual. | 97 | Trustee (since 2008), MassMutual Select Funds (open-end investment company); Vice Chairperson and Trustee (since 2011), MassMutual Premier Funds (open-end investment company); Vice Chairperson and Trustee (since 2011), MML Series Investment Fund II (open-end investment company). | |||||||
Name And Age | Position(s) | Length of Time Served7 | Principal | Number of Portfolios in Fund Complex Overseen by Officer | ||||||||||||||
Principal Officers | ||||||||||||||||||
Richard J. Byrne Age: 49 | President | Since 2007 | Vice President (since 2007), Assistant Vice President (2003-2007), MassMutual. | 40 | ||||||||||||||
Michael C. Eldredge Age: 47 | Vice President | Since 2009 | Vice President (since 2008), MassMutual; Vice President (1998-2008), ING. | 97 | ||||||||||||||
Andrew M. Goldberg Age: 45 | Vice President, Secretary, Assistant Secretary
| Since 2008
| Assistant Vice President and Counsel (since 2004), Counsel (2001-2004), MassMutual. | 97 | ||||||||||||||
Nicholas H. Palmerino Age: 46 | Chief Financial Officer and Treasurer | Since 2006 | Assistant Vice President (since 2006), MassMutual; Vice President (2006), Consultant (2005-2006), JP Morgan Chase Worldwide Securities Services. | 97 | ||||||||||||||
Philip S. Wellman
| Vice President and
| Since 2007 | Vice President, Associate General Counsel, and Chief Compliance Officer (Mutual Funds and Investment Advisory) (since 2008), Vice President, Associate General Counsel, and Chief Compliance Officer (Mutual Funds) (2007-2008), Assistant Vice President and Associate General Counsel (2006-2007), MassMutual; Director, Office of | 97 | �� | |||||||||||||
9 Name And Age Position(s) Principal Eric H. Wietsma Age: 45
Nominee Qualifications The Trust’s Agreement and Declaration of Trust does not set forth any specific qualifications to serve as a trustee. The charter of the Nominating Committee of the Trust states that all independent Trustee candidates must have a college degree or, in the judgment of the Committee, equivalent business experience; and that the Committee may take into account a wide variety of factors in considering independent Trustee candidates, giving such weight to any individual factor(s) as they deem appropriate, including (but not limited to):
10 In the case of a shareholder recommended candidate, the Committee may also consider any other facts and circumstances attendant to such shareholder submission as may be deemed appropriate by the Committee, including, without limitation, the value of the Funds’ securities owned by the shareholder and the length of time such shares have been held by the shareholder. Different factors may assume greater or lesser significance at particular times, in light of the Board’s present composition and the Committee’s (or the Board’s) perception about future issues and needs. Although the Board does not have a formal diversity policy, the Board endeavors to comprise itself of members with a broad mix of professional and personal backgrounds. The following is a summary of the particular professional and other experience of each Nominee that was relevant to the nomination of that individual (as of the date of this Proxy Statement). Each Trustee or Nominee was nominated to serve or to be re-elected to the Board based on his or her overall experience and the Board did not identify any specific qualification as all-important or controlling. The information in this section should not be understood to mean that any of the Trustees is an “expert” within the meaning of the federal securities laws. Richard H. Ayers—As a director and audit committee member of several publicly traded companies, Mr. Ayers has experience with financial, regulatory, and operational issues. He also held executive positions with a manufacturing company for 25 years and has experience as a governance chairman of a non-profit organization. Mr. Ayers holds a BS and an MS in Industrial Management from Massachusetts Institute of Technology. Allan W. Blair—As a trustee and audit and compliance committee member of a large healthcare system, Mr. Blair has experience with financial, regulatory, and operational issues. He also has served as CEO of several non-profit organizations for over 25 years. Mr. Blair holds a BA from the University of Massachusetts at Amherst and a JD from Western New England College School of Law. Nabil N. El-Hage—As a former CEO or CFO of various public companies, Mr. El-Hage has experience with financial, regulatory, and operational issues. He has also taught corporate finance at the graduate level, and has served as a director for more than a dozen public and private companies and as an associate at a venture capital firm. Mr. El-Hage holds a BS in Electronic Engineering from Yale University and an MBA with high distinction from Harvard University. Maria D. Furman—As a trustee and chairperson or member of the audit and investment committees of various educational organizations, Ms. Furman has experience with financial, regulatory, and operational issues. She also has served as an audit and investment committee member and a director, treasurer and investment committee chair for environmental, educational, and healthcare organizations. Ms. Furman is a CFA charterholder and holds a BA from the University of Massachusetts at Dartmouth. R. Alan Hunter, Jr.—As the former chairman of the board of a non-profit organization and a current director of a publicly traded company, Mr. Hunter has experience with financial, regulatory, and operational issues. He also held executive positions with a manufacturing company. Mr. Hunter holds a BA from Dickinson College and an MBA from the University of Pennsylvania. Robert E. Joyal—As a director of several publicly traded companies, a trustee of various investment companies and a former executive of an investment management company, Mr. Joyal has experience with financial, regulatory, and operational issues. Mr. Joyal is a Chartered Financial Analyst. He holds a BA from St. Michael’s College and an MBA from Western New England College. F. William Marshall, Jr.—As an executive of several banking companies over the past 20 years, Mr. Marshall has experience with financial, regulatory, and operational issues. He has over 35 years of banking experience and has participated on investment and finance committees (including chairperson) of various organizations. Mr. Marshall holds a BSBA from Washington University and completed the Advanced Management Program at Harvard Business School. 11 C. Ann Merrifield—As trustee of a healthcare organization and a former partner of a consulting firm and investment officer at a large insurance company, Ms. Merrifield has experience with financial, regulatory, and operational issues. She also has served as an audit committee member for a manufacturing company. Ms. Merrifield holds a BA and M. Ed. from the University of Maine and an MBA from Amos Tuck School of Business Administration at Dartmouth College. Elaine A. Sarsynski—As an executive of a financial services company and a director of a number of its subsidiaries with over 25 years of financial services experience, Ms. Sarsynski has experience with financial, regulatory, and operational issues. She also has experience managing government and municipal activities and offering consulting services to the real estate industry. Ms. Sarsynski has FINRA Series 7 and 24 registrations and holds a BA from Smith College in economics and an MBA in finance and accounting from Columbia University. Susan B. Sweeney—As an executive of a financial services company with over 30 years of financial services experience, Ms. Sweeney has experience with financial, regulatory, and operational issues. Ms. Sweeney holds a BS in Business Studies from Connecticut Board for State Academic Awards, an MBA from Harvard Business School and a Doctor of Humane Letters from Charter Oak State College. Board Leadership Structure and Risk Oversight As noted above, the Board is currently comprised of eight Trustees, a majority of whom are independent Trustees. The Board is generally responsible for the management and oversight of the business and affairs of the Trust. The Trustees formulate the general policies of the Trust and the Funds, approve contracts, and authorize Trust officers to carry out the decisions of the Board. To assist them in this role, the independent Trustees have retained independent legal counsel. The Board has appointed an independent Trustee Chairman of the Trust. The Chairman presides at Board meetings and may call a Board or committee meeting when he deems it necessary. The Chairman participates in the preparation of Board meeting agendas and may generally facilitate communications among the Trustees, and between the Trustees and the Trust’s management, officers, and independent legal counsel, between meetings. The Chairman may also perform such other functions as may be requested by the Board from time to time. The Board has established the five standing committees described below, and may form working groups or ad hoc committees as needed. The Board believes this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment, and allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. The Board also believes that having a majority of independent Trustees is appropriate and in the best interest of the Funds’ shareholders. However, in the Board’s opinion, having interested persons serve as Trustees brings both corporate and financial viewpoints that are significant elements in its decision-making process. The Board reviews its leadership structure at least annually and may make changes to it at any time, including in response to changes in the characteristics or circumstances of the Trust. As registered investment companies, the Funds are subject to a variety of risks, including, among others, investment risks, financial risks, compliance risks, and operational risks. The Funds’ investment adviser and administrator, MassMutual, has primary responsibility for the Funds’ risk management on a day-to-day basis as part of its overall responsibilities. The Funds’ subadvisers are primarily responsible for managing investment risk as part of their day-to-day investment management responsibilities, as well as operational risks at their respective firms. The Funds’ investment adviser and Chief Compliance Officer also assist the Board in overseeing the significant investment policies of the Funds and monitor the various compliance policies and procedures approved by the Board as a part of its oversight responsibilities. 12 In discharging its oversight responsibilities, the Board considers risk management issues throughout the year by reviewing regular reports prepared by the Funds’ investment adviser and Chief Compliance Officer, as well as special written reports or presentations provided on a variety of risk issues, as needed. For example, the investment adviser reports to the Board quarterly on the investment performance of each of the Funds, the financial performance of the Funds, overall market and economic conditions, and legal and regulatory developments that may impact the Funds. The Funds’ Chief Compliance Officer, who reports directly to the Board’s independent Trustees, provides presentations to the Board at its quarterly meetings and an annual report to the Board concerning (i) compliance matters relating to the Funds, the Funds’ investment adviser and subadvisers, and the Funds’ other key service providers; (ii) regulatory developments; (iii) business continuity programs; and (iv) various risks identified as part of the Funds’ compliance program assessments. The Funds’ Chief Compliance Officer also meets at least quarterly in executive session with the independent Trustees, and communicates significant compliance-related issues and regulatory developments to the Audit Committee between Board meetings. In addressing issues regarding the Funds’ risk management between meetings, appropriate representatives of the investment adviser communicate with the Chairman of the Trust, the Chairman of the Audit Committee, or the Funds’ Chief Compliance Officer. As appropriate, the Trustees confer among themselves, or with the Funds’ Chief Compliance Officer, the investment adviser, other service providers, and independent legal counsel, to identify and review risk management issues that may be placed on the full Board’s agenda. The Board also relies on its committees to administer the Board’s oversight function. The Audit Committee assists the Board in reviewing with the investment adviser and the Funds’ independent auditors, at various times throughout the year, matters relating to the annual audits, financial accounting and reporting matters, and the internal control environment at the service providers that provide financial accounting, and reporting for the Funds. The Audit Committee also meets annually with representatives of the investment adviser’s Corporate Audit Department to review the results of internal audits of relevance to the Funds. The Valuation Committee reviews and makes recommendations concerning the fair valuation of portfolio securities and the Funds’ pricing procedures in general. These and the Board’s other committees present reports to the Board that may prompt further discussion of issues concerning the oversight of the Funds’ risk management. The Board may also discuss particular risks that are not addressed in the committee process. Board Committees and Meetings. The Board had five regularly scheduled meetings in 2010. Each Trustee attended at least 75% of the aggregate number of all meetings of the Board. Nominating Committee. The Trust has a Nominating Committee, consisting of each independent Trustee of the Trust. There are no regular meetings of the Nominating Committee but rather meetings are held as appropriate. The Nominating Committee met once during 2010. The Nominating Committee evaluates the qualifications of Trustee candidates and nominates candidates to the full Board. The Nominating Committee also considers candidates from among the Trustees to serve as chairperson of the Board and annually reviews the compensation of the Trust’s independent trustees. The Nominating Committee will consider and evaluate nominee candidates properly submitted by shareholders of the Trust in the same manner as it considers and evaluates candidates recommended by other sources. A recommendation of a shareholder of the Trust must be submitted as described below to be considered properly submitted for purposes of the Nominating Committee’s consideration. The shareholders of the Trust must submit any such recommendation (a “Shareholder Recommendation”) in writing to the Trust’s Nominating Committee, to the attention of the Secretary, at the address of the principal executive offices of the Trust, which is 1295 State Street, Springfield, MA 01111. The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Trust at least 60 calendar days before the date of the meeting at which the Nominating Committee is to select a nominee for independent Trustee. The Shareholder Recommendation must include: (i) a statement in writing setting forth: (A) the name, age, date of birth, phone number, business address, residence address, nationality, and pertinent qualifications of the person recommended 13 by the shareholder (the “Shareholder Candidate”), including an explanation of why the shareholder believes the Shareholder Candidate will make a good Trustee; (B) the class or series and number of all shares of the Trust owned of record or beneficially by the Shareholder Candidate, as reported to such shareholder by the Shareholder Candidate; (C) any other information regarding the Shareholder Candidate called for with respect to director nominees by paragraphs (a), (d), (e), and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Exchange Act, adopted by the SEC (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission (the “SEC”) or any successor agency applicable to the Trust); (D) any other information regarding the Shareholder Candidate that would be required to be disclosed if the Shareholder Candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the Shareholder Candidate is or will be an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Trust and, if not an “interested person,” information regarding the Shareholder Candidate that will be sufficient for the Trust to make such determination; (ii) the written and signed consent of the Shareholder Candidate to be named as a nominee, consenting to (1) the disclosure, as may be necessary or appropriate, of such Shareholder Candidate’s information submitted in accordance with (i) above and (2) service as a Trustee if elected; (iii) the recommending shareholder’s name and address as it appears on the Trust’s books, the number of all shares of each series of the Trust owned beneficially and of record by the recommending shareholder; (iv) a description of all arrangements or understandings between the recommending shareholder and the Shareholder Candidate and any other person or persons (including their names) pursuant to which the Shareholder Recommendation is being made by the recommending shareholder; and (v) such other information as the Nominating Committee may require the Shareholder Candidate to furnish as it may reasonably require or deem necessary to determine the eligibility of such Shareholder Candidate to serve as a Trustee or to satisfy applicable law. The Nominating Committee Charter is attached asExhibit 1 to this Proxy Statement. The Charter is not currently available to shareholders via a website. Audit Committee. The Trust has an Audit Committee, consisting of Trustees who are independent Trustees of the Trust. The Audit Committee, whose members are Messrs. Hunter and Blair and Ms. Sweeney, makes recommendations to the Trustees as to the engagement or discharge of the Trust’s independent auditors, supervises investigations into matters relating to audit functions, reviews with the Trust’s independent auditors the results of the audit engagement, and considers the audit fees. In 2010, the Audit Committee met five times. Contract Committee. The Trust has a Contract Committee, consisting of each Trustee who is an independent Trustee of the Trust. The Contract Committee met once during 2010. The Contract Committee performs the specific tasks assigned to independent trustees by the 1940 Act, including the periodic consideration of the Trust’s investment management agreements and subadvisory agreements. Governance Committee. The Trust has a Governance Committee, whose members are Messrs. Blair, Joyal, and Marshall, Ms. Boland and Ms. Sarsynski. The Governance Committee met once during 2010. The Governance Committee oversees board governance issues including, but not limited to, the following: (i) to evaluate the board and committee structure and the performance of Trustees, (ii) to consider and address any conflicts, and (iii) to consider the retirement policies of the Board. Valuation Committee. The Trust has a Valuation Committee, consisting of the President, Treasurer, Assistant Treasurers, Vice Presidents (except for the Chief Compliance Officer), Secretary, and Assistant Secretaries of the Trust. The Valuation Committee determines whether market quotations are readily available for investments held by each series of the Trust and determines the fair value of investments held by each series of the Trust for which market quotations are not readily available or are not deemed reliable by the investment adviser. There are no regular meetings of the Valuation Committee but rather meetings are held as appropriate. Trustee Compensation.Effective January 1, 2011, the Trust, on behalf of each Fund, pays each of its Trustees who is not an officer or employee of MassMutual a fee of $8,600 per quarter plus a fee of $2,400 per in-person meeting attended and the annual Contract Committee meeting. The Chairperson of the Board is paid an 14 additional 50% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Audit Committee is paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Contract Committee, the Nominating Committee, and the Governance Committee are paid an additional 5% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who serve on the Audit Committee, other than the Chairperson, are paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees are paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimburses out-of-pocket business travel expenses to such Trustees. Trustees who are officers or employees of MassMutual receive no fees from the Trust. At the start of the 2010 fiscal year, the Trust, on behalf of each Fund, paid each of its Trustees who was not an officer or employee of MassMutual a fee of $7,400 per quarter plus a fee of $2,400 per in-person meeting attended and the annual Contract Committee meeting. The Chairperson of the Board was paid an additional 50% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairperson of the Audit Committee was paid an additional 10% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. The Chairpersons of each of the Contract Committee, the Nominating Committee, and the Governance Committee were paid an additional 5% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. Such Trustees who served on the Audit Committee, other than the Chairperson, were paid an additional 4% of the quarterly fee, the in-person meeting fee, and the Contract Committee meeting fee. No additional fees were paid for attending any other committee meetings or any special telephonic meetings. In addition, the Trust reimbursed out-of-pocket business travel expenses to such Trustees. Trustees who were officers or employees of MassMutual received no fees from the Trust. The following table discloses actual compensation paid to Trustees of the Trust during the 2010 fiscal year. The Trust has no pension or retirement plan, but does have a deferred compensation plan. The plan provides for amounts deferred prior to July 1, 2008, plus interest, to be credited a rate of interest of eight percent (8%). Amounts deferred after July 1, 2008, plus or minus earnings, are “shadow invested” and earn the rate of return equal to the rate of return earned by the funds in which such amounts are shadow invested. Each of the Trustees also served as Trustee of one other registered investment company managed by MassMutual, MassMutual Select Funds.
15 Share Ownership of the Trustees of the Trust and the Nominees. The table below sets forth information regarding the Trustees’ and Nominees’ beneficial ownership of Fund shares, based on the value of such shares as of August 31, 2011. The following table also sets forth information regarding the aggregate dollar range of equity securities beneficially owned by each Trustee and each Nominee as of August 31, 2011 of other funds that are overseen by the Trustee in the same family of funds as the Funds:
The ownership information shown above does not include units of separate investment accounts that invest in one or more registered investment companies overseen by a Trustee in the family of investment companies held in a 401(k) plan or amounts held under a deferred compensation plan that are valued based on “shadow investments” in one or more such registered investment companies. As of August 31, 2011, these amounts were as follows: Mr. Ayers, over $100,000; Mr. Blair, over $100,000; Mr. Hunter, over $100,000; Mr. Joyal, over $100,000; Mr. Marshall, $1 - $10,000, and Ms. Sarsynski, $50,001 - $100,000. To the knowledge of the Trust, as of August 31, 2011, neither the independent Trustees, the Nominees who would qualify as independent Trustees, or their immediate family members owned beneficially or of record securities of an investment adviser, subadviser, principal underwriter, or sponsoring insurance company of the Funds or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser, subadviser, principal underwriter, or sponsoring insurance company of the Funds. Shareholder Communications to the Trustees. Shareholders may send communications to the Trustees by addressing such correspondence directly to the Secretary of the Trust, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111. When writing to the Board, shareholders should identify themselves, the fact that the communication is directed to the Board, the Fund they are writing about, and any relevant information regarding their Fund holdings. Except as provided below, the Secretary shall either (i) provide a copy of each shareholder communication to the Board at its next regularly scheduled meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Board promptly after receipt. The Secretary will also provide a copy of each shareholder communication to the Trust’s Chief Compliance Officer. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trust or its operations, management, activities, policies, 16 service providers, Board, officers, shareholders, or other matters relating to an investment in the Funds or is otherwise ministerial in nature (such as a request for Fund literature, share data, or financial information). The Secretary will provide to the Board on a quarterly basis a summary of the shareholder communications not provided to the Board by virtue of this paragraph. Vote Required. Shareholders of all Funds vote together as a single class on the election of Trustees. The nominees receiving the affirmative vote of a plurality of the votes cast in person or by proxy at the Special Meeting, if a quorum is present, shall be elected.
Affected Funds: All Funds Each of the Funds is a series of shares of the Trust, which is a Massachusetts business trust. The principal governing document of a Massachusetts business trust is typically its declaration of trust. The declaration of trust sets out, among other things, the rights and obligations of the trust’s shareholders and of its trustees and officers, and prescribes to a large extent the manner in which the trust, and its constituent series, or funds, will be operated. The Trust and each of the Funds operates under an Agreement and Declaration of Trust, governed by the laws of The Commonwealth of Massachusetts (the “Current Declaration”). The four trusts in the MassMutual fund complex (each, a “MassMutual Trust”) were formed at different times, and their Current Declarations differ from each other. Those differences can create inefficiencies in the operations of the complex that can be disadvantageous to the funds in the complex and their shareholders and to MassMutual. In addition, the terms of the Current Declarations do not provide for the flexibility and limitations of liability that many more recent declarations of trust provide to Massachusetts business trusts and to their trustees and officers. MassMutual believes that adoption of an amended declaration of trust for each of the MassMutual Trusts (i) will provide the Trustees flexibility to manage the funds in the complex in an efficient and cost-effective manner in the best interests of shareholders, (ii) will help the MassMutual Trusts to attract and retain attractive candidates to serve as trustees by providing them with broad indemnification rights and limitations on liability, and (iii) will streamline corporate governance among the MassMutual Trusts, potentially resulting in reduction or elimination of costs and delays over time. On the basis of those factors and MassMutual’s recommendation, the Trustees have unanimously approved and recommend that shareholders of the Trust vote to approve a Second Amended and Restated Declaration of Trust (the “Proposed Declaration”), a form of which is included herein asExhibit 3. The form of the Proposed Declaration is also being proposed for the other MassMutual Trusts. Under this Proposal the Current Declaration would be amended in a number of ways. A number of the changes are described below. These and certain additional changes are also shown in the comparison chart set forth inExhibit 2, which compares relevant provisions of the Proposed Declaration with corresponding provisions of the Current Declaration. Not all of the differences between the Proposed Declaration and the Current Declaration are described below or in the chart, so you should carefully review the form of Proposed Declaration inExhibit 3. Some of the more significant changes include the following: (i) a change designed to clarify that one standard of care applies to all Trustees, without regard to any actual or implied individual expertise or qualifications of any Trustee or any title or special designation (such as audit committee financial expert) a Trustee may hold, (ii) changes that expand the circumstances under which Trustees and officers may be indemnified by the Trust, (iii) removal of the ability of shareholders to remove trustees, (iv) a change in the quorum requirement for meetings of shareholders from 30% to 10% of shares, (v) removal of provisions related to the ability of shareholders to call shareholder meetings and communicate with other shareholders, (vi) changes 17 that would generally allow the Trustees to amend the Declaration of Trust without a shareholder vote, and (vii) changes adding conditions to the ability of shareholders to bring derivative actions. If you disagree withany one or more of these changes, you might prefer on balance that the Current Declaration not be amended. If that is the case, then you should vote against Proposal 2. If the Proposed Declaration is not approved by shareholders, the Current Declaration will remain in place and the Trustees will consider what action, if any, would be in the best interests of shareholders. If this Proposal is approved, the Adviser plans to review the Trust’s current bylaws and may propose to the Trustees that they adopt Amended and Restated Bylaws for the Trust to make consistent or necessary and appropriate changes based on the Proposed Declaration. No shareholder approval would be required for the Amended and Restated Bylaws. If this Proposal is approved by the shareholders, the Proposed Declaration for the Trust will become effective when a majority of the Trustees has signed the Proposed Declaration and caused it to be filed with the Secretary of State of The Commonwealth of Massachusetts. Summary of Some Important Differences. A summary of some of the important differences (as noted above) between the Proposed Declaration and the Current Declaration is set forth below. Trustee Standard of Care. The Current Declaration and the Proposed Declaration provide that a Trustee will not be personally liable except by reason of his or her “willful misfeasance, bad faith, gross negligence or reckless disregard” of the duties involved in the conduct of the office of Trustee. Section 2 of Article IX of the Proposed Declaration includes language to clarify that any Trustee who serves as chair of the Board, a member or chair of a committee of the Board, lead independent Trustee, if any, or an expert on any topic or in any area (including an audit committee financial expert), will not be subject to any greater standard of care or liability because of such position. The Current Declaration does not contain comparable language, and the proposed change is intended to provide an extra safeguard for the Trustees of the Funds, making it clear that one standard of liability applies for all Trustees, without regard to designation of additional responsibilities or titles, or any actual or implied individual expertise or qualifications. Indemnification of Trustees and Officers. Section 3 of Article VIII of the Proposed Declaration modifies the indemnification provision by adding a provision that creates a rebuttable presumption in favor of a Trustee or officer in determining whether the Trustee or officer engaged in conduct for which indemnification is not available or whether there is reason to believe that the Trustee or officer ultimately will be found entitled to indemnification. The Proposed Declaration provides that, in making either of these determinations, the independent Trustees or independent legal counsel will afford the Trustee or officer a rebuttable presumption that the Trustee or officer has not engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties and has acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. Similarly, Section 5 of Article VIII of the Proposed Declaration modifies the indemnification provision by adding a provision that states that the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenderewill not, in and of itself, create a presumption that a Trustee or officer did not act in good faith and in the reasonable belief that his or her action was in the best interest of the Trust. These changes both provide some certainty to Trustees and other indemnified persons as to the circumstances where they might be denied indemnification, and make it less likely in most circumstances that a person will be denied indemnification. Shareholder Voting Rights. The Proposed Declaration removes the power of shareholders to remove a Trustee; the Board would continue to have the power to remove Trustees. In addition, the Proposed Declaration would reduce the required quorum for a meeting of shareholders from 30% to 10% of the shares entitled to act on a matter. This change would avoid the delay and expense required to ensure that a quorum is present at any meeting, but permits a smaller minority of shareholders to take action on a matter. 18 Shareholder meetings and communications.The Current Declaration provides generally (i) that shareholders holding at least 10% of outstanding shares may call a shareholder meeting if the Trustees fail to do so for a period of 30 days after written application by such shareholders, and (ii) that if ten or more shareholders who have been such for at least six months and hold shares having a net asset value of at least $25,000 or 1% of the outstanding shares apply to the Trustees in writing stating that they wish to communicate with other shareholders with a view to obtaining signatures to request a meeting for consideration of the removal of any or all of the trustees, the Trustees will within five business days after receipt of such application either (1) afford to the applicants access to a list of the names and addresses of all shareholders as recorded on the books of the Trust; or (2) inform the 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. The Proposed Declaration does not contain similar provisions to those described above and so may be seen to limit the ability of the Trust’s shareholders to call meetings of shareholders without the consent of the Trustees or to communicate with other shareholders. Amendment. The Current Declaration provides that, except in certain limited circumstances, the Declaration of Trust may not be amended without a majority shareholder vote. The Proposed Declaration provides that the Trustees may amend the Declaration of Trust without a shareholder vote, except where a shareholder vote is required by any provision of the Declaration of Trust or the Bylaws or by law, or when the Trustees determine in their discretion to require a shareholder vote. Derivative Actions. Under certain circumstances, a shareholder of a corporate entity may have the right to bring a “derivative” action on behalf of the corporate entity, in the name of the corporate entity. The shareholder must typically first make demand on the corporate entity’s governing board, to provide the governing board the opportunity to determine on behalf of the entity whether or not to bring the action. The Proposed Declaration states that a shareholder may not bring a derivative action on behalf of the Trust or any Fund unless the shareholder has made a prior demand on the Trustees that they bring the action on behalf of the Trust or the Fund, and adds a number of related provisions, including among other things that: the Trustees must consider any demand within 45 days of receipt; that any decision by the Trustees to bring or not to bring or to settle any action will be binding upon shareholders; and that demand will only be excused when the shareholder wishing to bring the derivative action makes a specific showing that irreparable injury to the Trust or the Fund in question would otherwise result. Vote Required. Shareholders of all Funds vote together as a single class on the approval of the Proposed Declaration. Approval of the Proposed Declaration with respect to the Trust requires the vote of shareholders holding at least a majority of the shares of each series entitled to vote. III. PROPOSAL 3: TO APPROVE AN AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT Affected Funds: MML American Funds Growth Fund MML American Funds International Fund MML American Funds Core Allocation Fund MML Concentrated Growth Fund MML Equity Index Fund MML Fundamental Value Fund MML Global Fund MML PIMCO Total Return Fund MML Small Company Value Fund The Board has unanimously approved amended and restated investment management agreements (each, an “Amended Agreement” and collectively, the “Amended Agreements”) between MassMutual and the Trust, on 19 behalf of the Funds listed above, and is recommending that shareholders of each Fund approve the Amended Agreement. Generally, the purpose of the Amended Agreements is to clarify the respective obligations of the parties and to bring greater consistency among the investment management agreements between MassMutual and the various mutual funds advised by it. Under the Amended Agreements, MassMutual would continue to provide the same level of service as it provides under the current investment management agreements between MassMutual and the Trust with respect to each Fund (each, a “Current Agreement” and collectively, the “Current Agreements”).There would be no change in the fees payable by any of the Funds. Descriptions of the Current and Amended Agreements, as well as some important differences, are set forth below. If shareholders of a Fund do not approve the Amended Agreement, the Current Agreement will remain in place for that Fund. Description of the Current and Amended Agreements and Proposed Changes. The Current Agreements became effective on the dates set forth in the table below and were last approved by the Board on May 9, 2011. The last time a Current Agreement was submitted to a vote of shareholders of the relevant Fund was when that Fund was organized.
Investment Advisory Services.Under both the Current and Amended Agreements, MassMutual undertakes to act as the investment adviser to the Funds, and agrees to perform its duties and functions under the Agreements in accordance with: (i) the 1940 Act, the Investment Advisers Act of 1940 and any rules and regulations thereunder; (ii) any other applicable provisions of state or federal law; (iii) the Trust’s Agreement and Declaration of Trust and Bylaws; (iv) policies and determinations of the Board; (v) the Fund’s fundamental and non-fundamental policies and investment restrictions as set forth in its registration statement or as may be amended; and (vi) the Fund’s then-current prospectus and statement of additional information. Both the Current and Amended Agreements also contemplate MassMutual’s engagement of subadvisers for the Funds, pursuant to investment subadvisory agreements. MassMutual is responsible for compensating any subadviser to which it delegates any duties. Advisory Fees.For its services under the Current and Amended Agreements, MassMutual is paid an investment advisory fee monthly, at an annual rate based upon the average daily net assets of each Fund as follows:
20 For a description of the amounts the Funds paid to MassMutual for advisory services and the other fees paid to MassMutual and its affiliates by the Funds during the fiscal year ended December 31, 2010, please see the section in this Proposal titled “Additional Information Regarding MassMutual” below. Portfolio Transactions and Brokerage. Under both the Current and Amended Agreements, MassMutual agrees to seek best execution in executing portfolio transactions and selecting broker-dealers for a Fund. Both Agreements provide that, in selecting broker-dealers to execute transactions, MassMutual may take into account all relevant factors and considerations, including, insofar as feasible: (i) the execution capabilities required by the transaction or transactions; (ii) the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; (iii) the importance to the Fund of speed, efficiency, or confidentiality; (iv) the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; and (v) any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Duration and Termination. The Current and Amended Agreements include similar provisions regarding duration and termination. The Current Agreements initially continue in effect for a period of two years, and thereafter, from year to year so long as such continuance is approved at least annually by the Board, including the vote of a majority of the Trustees who are not parties to such Agreements or interested persons of any such party, or by the holders of a majority of the outstanding voting securities of the relevant Fund. The Amended Agreements continue in effect from year to year, so long as such continuance is approved at least annually by the Board or by the holders of a majority of the outstanding voting securities of the relevant Fund, and in either case by a majority of the Trustees who are not parties to such Agreements or interested persons of any such party. The Current Agreements may be terminated: (i) for cause or with the consent of the parties and the Trust by the Trust or MassMutual at any time without penalty upon sixty days’ written notice to the other party and the Trust, or (ii) by the Trust at any time without penalty upon sixty days’ written notice to MassMutual. The Amended Agreements may be terminated without penalty: (i) at any time for cause or by agreement of the parties or (ii) by either party upon sixty days’ written notice to the other party. In addition, each Current and Amended Agreement automatically terminates upon its assignment. Standard of Care and Limitation of Liability. Both the Current and Amended Agreements provide that MassMutual will not be liable to a Fund in the absence of MassMutual’s willful misfeasance, bad faith, or gross negligence, or reckless disregard to its obligations and duties under such Agreement. Similarly, both the Current and Amended Agreements include disclaimers of shareholder and Trustee liability for obligations of the Trust. Description of Certain Differences between the Current and Amended Agreements. The following is a brief description of certain differences between the Current and Amended Agreements. The proposed changes are not expected to affect the nature or quality of the services to be provided to the Funds by MassMutual. A copy of the form of the Amended Agreements, marked to show changes from the form of the Current Agreements, is attached asExhibit 4. The descriptions of the Amended Agreements and differences from the Current Agreements in this Proxy Statement are qualified in their entirety by reference toExhibit 4. The Amended Agreements include provisions intended to clarify MassMutual’s role when a subadviser has been retained on behalf of a Fund. In particular, the Amended Agreements make clear that MassMutual’s obligations to furnish a continuous investment program for a Fund and to make investment decisions on behalf of the Fund and place orders for the purchase and sale of portfolio securities apply only to the extent a subadviser has not been retained for the Fund. The Amended Agreements also make clear that MassMutual retains a number of important obligations under the Agreements even when a subadviser is appointed, including, among others, board reporting, analysis and review of subadviser performance, assistance in the annual advisory contract renewal process, assistance in the identification and vetting of new or replacement subadvisers, and, in general, the performance of all obligations under the Agreements not delegated to the subadviser. The Amended Agreements also indicate that MassMutual will provide advice and recommendations to the Board, and perform such review and oversight functions as the Board may reasonably request, as to the continuing 21
The Amended Agreements have been revised to provide explicitly that MassMutual is not obligated to pay any expenses of or for the Trust or the applicable Fund not expressly assumed by MassMutual pursuant to the Agreement. This provision is consistent with the practice of the parties under the Current Agreements. The provision of the Amended Agreements relating to expenses also has been revised to provide flexibility as to the allocation of certain expenses between the Fund and MassMutual, such as expenses of certain Fund officers, including the Chief Compliance Officer. Although both the Current and Amended Agreements include provisions governing MassMutual’s standard of care and limitations on liability, various provisions in the Amended Agreements have been revised. For example, the Amended Agreements provide that absent willful misfeasance, bad faith, or gross negligence or the reckless disregard of its obligations and duties under the Amended Agreement, MassMutual, including its officers, directors, and partners, will not be subject to any liability to the Trust or the Fund, or to any shareholder, officer, director, partner, or Trustee thereof, for any act or omission in the course of, or connected with, rendering services under the Amended Agreement. The Current Agreement generally contains similar language, providing that MassMutual will not be liable, in the absence of its “willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties” under the Current Agreements for “any loss sustained by reason of good faith errors or omissions in connection with any matters to which this [Current] Agreement relates.” The proposed revisions are intended to provide greater clarity and uniformity to the language. In addition, the Amended Agreements make clear that MassMutual is not liable for the performance of a subadviser. The Amended Agreements also specifically limit MassMutual’s liability in certain circumstances when MassMutual has relied upon the advice of legal counsel or for any action reasonably taken or omitted to be taken in its capacity as investment adviser in reasonable reliance on any document, certificate, or instrument, which it reasonably believes to be genuine and to be signed or presented by the proper person or persons. In some instances, the revised language may have the effect of limiting MassMutual’s liability beyond the extent provided under the Current Agreements. Evaluation by the Board.On August 9, 2011, the Board held a meeting called for the purpose of considering, among other things, the Amended Agreements. In their consideration of the Amended Agreements, the Trustees noted that they recently had approved the continuation of the Current Agreements for all of the affected Funds (except in cases where the Funds were only recently organized), and they considered representations from MassMutual, and other information presented to them since that most recent approval, to the effect that there had been no material adverse change in the nature or quality of the services provided by MassMutual to any of the Funds. The Trustees noted that the differences between the Current and Amended Agreements did not appear intended to change in any material respect the nature or quality of the services to be provided by MassMutual to the Funds, but rather were intended principally to clarify the nature of MassMutual’s obligations to the Funds, particularly in cases where a subadviser has been appointed for some or all of a Fund’s assets, and the standard of care applicable to MassMutual’s performance of its obligations to the Funds. In light of the nature of these proposed changes to the Current Agreements, it was not deemed necessary to evaluate the Funds’ investment performance and whether the Funds’ fees reflected future expected economies of scale, factors that the Board had considered in the most recent approval of the Current Agreements. The Trustees considered that no change was being proposed to the advisory fees paid by any of the Funds to MassMutual, and that MassMutual does not anticipate that the Funds’ expenses will change in any material amount as a result of this proposed change. They also noted that the form of the Amended Agreements is intended to be the form that MassMutual expects to propose for all new mutual funds to be advised by it. On the basis of these and other factors, the Trustees voted to approve the Amended Agreements for all of the Funds and to recommend their approval by the shareholders of each Fund. Prior to voting to approve the Amended Agreements, the independent Trustees met separately in executive session with independent counsel to the independent Trustees, to discuss the Amended Agreements. In arriving at 22 a decision, the Trustees, including the independent Trustees, did not identify any single matter as all-important or controlling. The foregoing summary does not detail all of the matters considered. Additional Information Regarding MassMutual. MassMutual serves as each Fund’s investment adviser and is responsible for providing all necessary investment management and administrative services. 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 provides a broad range of insurance, money management, retirement, and asset accumulation products and services for individuals and businesses. As of December 31, 2010, MassMutual, together with its subsidiaries, had assets under management of approximately $448.3 billion. For providing advisory services, the Funds paid MassMutual the following amounts during the fiscal year ended December 31, 2010:
Additional Services. MassMutual also provides administrative and shareholder services to the Funds under separate Administrative and Shareholder Services Agreements pursuant to which MassMutual is obligated to provide all necessary administrative and shareholder services and to bear some Class specific expenses, such as federal and state registration fees, printing and postage. MassMutual may, at its expense, employ others to supply all or any part of the services to be provided to the Funds pursuant to such Administrative and Shareholder Services Agreements. The Trust, on behalf of each of MML American Funds Growth Fund, MML American Funds International Fund, and MML American Funds Core Allocation Fund, pays MassMutual an administrative services fee monthly at an annual rate of 0.25% of the average daily net assets of Service Class I shares of each Fund. The Trust, on behalf of MML Concentrated Growth Fund, pays MassMutual an administrative services fee monthly at an annual rate based upon the average daily net assets of the applicable share class of the Fund, 0.24% for Class I shares, 0.14% for Class II shares, and 0.24% for Service Class I shares. The Trust, on behalf of MML Equity Index Fund, pays MassMutual an administrative services fee monthly at an annual rate, for each of Class I and Service Class I shares, 0.30% on the first $100 million of the average daily net assets of each of the Class I and Service Class I shares, 0.28% on the next $150 million, and 0.26% on assets over $250 million; for Class II shares, 0.19% of the average daily net assets of the Class II shares; and for Class III shares, 0.05% of the average daily net assets of the Class III shares. The Trust, on behalf of MML Fundamental Value Fund, pays MassMutual an administrative services fee monthly at an annual rate based upon the average daily net assets of the applicable share class of the Fund, 0.10% for Class II shares and 0.10% for Service Class I shares. The Trust, on behalf of MML Global Fund, pays MassMutual an administrative services fee monthly at an annual rate based upon the average daily net assets of the applicable share class of the Fund, 0.28% for Class I shares, 0.18% for Class II shares, and 0.28% for Service Class I shares. The Trust, on behalf of MML PIMCO Total Return Fund, pays MassMutual an administrative services fee monthly at an annual rate based upon the average daily net assets of 23 the applicable share class of the Fund, 0.10% for Class II shares and 0.10% for Service Class I shares. The Trust, on behalf of MML Small Company Value Fund, pays MassMutual an administrative services fee monthly at an annual rate based upon the average daily net assets of the applicable share class of the Fund, 0.25% for Class II shares and 0.25% for Service Class I shares. For providing administrative and shareholder services, the Funds paid MassMutual the following amounts during the fiscal year ended December 31, 2010:
In addition to the services described above, MassMutual also performs the function of transfer agent for the Funds. MassMutual does not receive any separate compensation for acting as transfer agent for the Funds. MML Distributors, LLC (the “Distributor”) acts as a principal underwriter of the Funds, pursuant to a Principal Underwriter Agreement with the Trust dated as of August 15, 2008. The Distributor is a wholly-owned subsidiary of MassMutual. Pursuant to a Distribution and Services Plan (the “Plan”) adopted by the Funds pursuant to Rule 12b-1 under the 1940 Act, Service Class I shares of the Funds pay an annual fee of 0.25% of the average daily net asset value of Service Class I shares. This fee, or a portion thereof, is paid to: (i) the Distributor for services provided and expenses incurred by it in connection with the distribution of Service Class I shares of each Fund; and/or (ii) MassMutual for services provided and expenses incurred by it for purposes of maintaining or providing personal services to Service Class I shareholders. The Funds paid the Distributor or MassMutual the following amounts during the fiscal year ended December 31, 2010 under the Plan:
MassMutual and its affiliates will continue to provide the services discussed in this section following the approval of the Amended Agreements. 24 Information Regarding Interested Directors and Officers of the Trust. For additional information regarding each officer and director of the Trust who is an officer, employee, director, general partner, or shareholder of MassMutual, please see Proposal 1 above. Principal Executive Officer and Directors of MassMutual. The principal executive officer and directors of MassMutual and their principal occupations are set forth in the following table. The address for the principal executive officer and each director is 1295 State Street, Springfield, Massachusetts, 01111.
Comparable Funds for which MassMutual Serves as Investment Adviser. MassMutual currently manages certain funds with investment objectives that are similar to the Funds. The table below identifies each such fund, its net assets as of September 30, 2011, and MassMutual’s investment advisory fee rate with respect to the fund.
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Vote Required. Approval of an Amended Agreement for a Fund requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Special Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. All shares of a Fund vote together as a single class on Proposal 3. Each Fund’s shareholders vote separately from each other Fund’s shareholders on Proposal 3. Special Note Regarding MML Concentrated Growth Fund. Although shareholders of MML Concentrated Growth Fund are being asked to approve the liquidation of that Fund as part of this solicitation, MML Concentrated Growth Fund shareholders are also being asked to approve an Amended Agreement with respect to the Fund in the event that shareholders of MML Concentrated Growth Fund do not approve the liquidation. Please see Proposal 5 below for additional information regarding the proposed liquidation of MML Concentrated Growth Fund. IV. PROPOSAL 4: TO APPROVE AN AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT UNDER WHICH MASSMUTUAL PROVIDES BOTH INVESTMENT MANAGEMENT AND ADMINISTRATIVE SERVICES Affected Funds: MML Conservative Allocation Fund MML Balanced Allocation Fund MML Moderate Allocation Fund MML Growth Allocation Fund MML Aggressive Allocation Fund MML Asset Allocation Fund MML Blue Chip Growth Fund MML Emerging Growth Fund MML Equity Income Fund MML Foreign Fund MML Growth & Income Fund MML Income & Growth Fund MML Large Cap Growth Fund MML Large Cap Value Fund MML Mid Cap Growth Fund 26 MML Mid Cap Value Fund MML NASDAQ-100 Fund MML Small Cap Growth Equity Fund MML Small Cap Index Fund MML Small/Mid Cap Value Fund The Board has unanimously approved amended and restated investment management agreements (each, an “Amended Combined Agreement” and collectively, the “Amended Combined Agreements”) between MassMutual and the Trust, on behalf of the Funds listed above, and is recommending that shareholders of each Fund approve the Amended Combined Agreement. Generally, the purpose of the Amended Combined Agreements is to clarify the respective obligations of the parties and to bring greater consistency among the investment management agreements between MassMutual and the various mutual funds advised by it. Under the Amended Combined Agreements, MassMutual would continue to provide the same level of service as it provides under the current investment management agreements between MassMutual and the Trust with respect to each Fund (each, a “Current Combined Agreement” and collectively, the “Current Combined Agreements”).There would be no increase in the fees payable by any of the Funds. Descriptions of the Current and Amended Combined Agreements, as well as some important differences, are set forth below. If shareholders of a Fund do not approve the Amended Combined Agreement, the Current Combined Agreement will remain in place for that Fund. Description of the Current and Amended Combined Agreements and Proposed Changes. The Current Combined Agreements became effective on the dates set forth in the table below and were last approved by the Board on May 9, 2011. The last time a Current Combined Agreement was submitted to a vote of shareholders of the relevant Fund was when that Fund was organized.
Investment Advisory and Administrative Services.Under both the Current and Amended Combined Agreements, MassMutual undertakes to act as the investment adviser to the Funds, subject to such general or 27 specific instructions as may be given by the Board and in accordance with each Fund’s investment objective, policies, and restrictions as set forth in the Fund’s most recent prospectus. Both the Current and Amended Combined Agreements also contemplate MassMutual’s engagement of subadvisers for the Funds, pursuant to investment subadvisory agreements. MassMutual is responsible for compensating any subadviser to which it delegates any duties. In addition, under both the Current and Amended Combined Agreements, MassMutual undertakes to provide certain administrative services to the Funds and to assume certain expenses of the Fund. Advisory Fees.For its services under the Current and Amended Combined Agreements, MassMutual is paid an investment advisory fee monthly, at an annual rate based upon the average daily net assets of each Fund as follows:
For a description of the amounts the Funds paid to MassMutual for its services under the Current Combined Agreements and the other fees paid to MassMutual and its affiliates by the Funds during the fiscal year ended December 31, 2010, please see the section in this Proposal titled “Additional Information Regarding MassMutual” below. Duration and Termination. The Current and Amended Combined Agreements include similar provisions regarding duration and termination. The Current Combined Agreements initially continue in effect for a period of two years, and thereafter, from year to year so long as such continuance is approved at least annually by the Board, including a majority of the Trustees who are not interested persons of MassMutual or the relevant Fund. The Amended Combined Agreements continue in effect from year to year, so long as such continuance is 28 approved at least annually by the Board or by the holders of a majority of the outstanding voting securities of the relevant Fund, and in either case by a majority of the Trustees who are not parties to such Agreements or interested persons of any such party. The Current Combined Agreements may be terminated by either party without penalty upon sixty days’ written notice to the other party. The Amended Combined Agreements may be terminated without penalty: (i) at any time for cause or by agreement of the parties or (ii) by either party upon sixty days’ written notice to the other party. In addition, each Current and Amended Combined Agreement automatically terminates upon its assignment. Standard of Care and Limitation of Liability. Both the Current and Amended Combined Agreements provide that MassMutual will not be liable to a Fund in the absence of MassMutual’s willful misfeasance, bad faith, or gross negligence, or reckless disregard to its obligations and duties under such Agreement. Similarly, both the Current and Amended Combined Agreements include disclaimers of shareholder and Trustee liability for obligations of the Trust. Description of Certain Differences between the Current and Amended Combined Agreements. The following is a brief description of certain differences between the Current and Amended Combined Agreements. The proposed changes are not expected to affect the nature or quality of the services to be provided to the Funds by MassMutual. A copy of the form of the Amended Combined Agreements, marked to show changes from the form of the Current Combined Agreements, is attached asExhibit 5. The descriptions of the Amended Combined Agreements and differences from the Current Combined Agreements in this Proxy Statement are qualified in their entirety by reference toExhibit 5. The Amended Combined Agreements include provisions intended to clarify MassMutual’s role when a subadviser has been retained on behalf of a Fund. In particular, the Amended Combined Agreements make clear that MassMutual’s obligations to furnish a continuous investment program for a Fund and to make investment decisions on behalf of the Fund and place orders for the purchase and sale of portfolio securities apply only to the extent a subadviser has not been retained for the Fund. The Amended Combined Agreements also make clear that MassMutual retains a number of important obligations under the Agreements even when a subadviser is appointed, including, among others, board reporting, analysis and review of subadviser performance, assistance in the annual advisory contract renewal process, assistance in the identification and vetting of new or replacement subadvisers, and, in general, the performance of all obligations under the Agreements not delegated to the subadviser. The Amended Combined Agreements also indicate that MassMutual will provide advice and recommendations to the Board, and perform such review and oversight functions as the Board may reasonably request, as to the continuing appropriateness of the investment objective, strategies, and policies of the Fund, valuations of portfolio securities, and other matters relating generally to the investment program of the Fund. The Amended Combined Agreements include provisions intended to clarify the services that MassMutual will provide to the Fund in its role as administrator. They state that MassMutual will provide, or provide for, services required for the administration of the Trust and the Fund, and that, subject to determination by MassMutual and the Trust, these services will generally include accounting, shareholder servicing, and transfer agency services. The Amended Combined Agreements also specifically provide that MassMutual may delegate or subcontract its administrative duties under Amended Combined Agreements to one or more affiliated or unaffiliated sub-administrators, subject to approval by the Board. The Amended Combined Agreements explicitly provide that MassMutual is not obligated to pay any expenses of or for the Trust or the applicable Fund not expressly assumed by MassMutual pursuant to the Agreement. The Current Combined Agreements provide that MassMutual will bear all fund accounting and other administrative service expenses, all investment management expenses, and all distribution expenses of the Fund. The provision of the Amended Combined Agreements relating to expenses has also been revised to provide flexibility as to the allocation of certain expenses between the Fund and MassMutual, such as expenses of certain Fund officers, including the Chief Compliance Officer. 29
Although both the Current and Amended Combined Agreements include provisions governing MassMutual’s standard of care and limitations on liability, various provisions in the Amended Combined Agreements have been revised. For example, the Amended Combined Agreements explicitly provide that MassMutual shall have no liability to a Fund or any of its shareholders or to any other person for the failure or refusal of any subadviser to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the subadviser or any employee or agent of the subadviser or any failure by the subadviser to comply with applicable law, the applicable subadvisory agreement, any investment objective or policies of the Fund, or any instructions from the Board or MassMutual. Similarly, the Amended Combined Agreements provide that, so long as MassMutual meets the standard of care set forth therein, MassMutual shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any sub-administrator to perform its obligations in respect of the Fund. The Amended Combined Agreements specifically limit MassMutual’s liability in certain circumstances when MassMutual has relied upon the advice of legal counsel or independent public accountants or for any action reasonably taken or omitted to be taken in its capacity as investment adviser in reasonable reliance on any document, certificate, or instrument, which it reasonably believes to be genuine and to be signed or presented by the proper person or persons. In some instances, the revised language may have the effect of limiting MassMutual’s liability beyond the extent provided under the Current Combined Agreements. The Amended Combined Agreements include language providing explicitly for MassMutual’s receipt of brokerage and research services (“soft dollars”) in connection with portfolio transactions. The Amended Combined Agreements provide that, subject to such policies as the Trustees may determine, MassMutual shall not be deemed to have acted unlawfully or to have breached any duty created by such Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to MassMutual an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if MassMutual determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or MassMutual’s overall responsibilities with respect to the Fund and to other clients of MassMutual as to which MassMutual exercises investment discretion. Evaluation by the Board.On August 9, 2011, the Board held a meeting called for the purpose of considering, among other things, the Amended Combined Agreements. In their consideration of the Amended Combined Agreements, the Trustees noted that they recently had approved the continuation of the Current Combined Agreements for all of the affected Funds, and they considered representations from MassMutual, and other information presented to them since that most recent approval, to the effect that there had been no material adverse change in the nature or quality of the services provided by MassMutual to any of the Funds. The Trustees noted that the differences between the Current and Amended Combined Agreements did not appear intended to change in any material respect the nature or quality of the services to be provided by MassMutual to the Funds, but rather were intended principally to clarify the nature of MassMutual’s obligations to the Funds, particularly in cases where a subadviser or sub-administrator has been appointed for some or all of a Fund’s assets, and the standard of care applicable to MassMutual’s performance of its obligations to the Funds. In light of the nature of these proposed changes to the Current Combined Agreements, it was not deemed necessary to evaluate the Funds’ investment performance and whether the Funds’ fees reflected future expected economies of scale, 30 factors that the Board had considered in the most recent approval of the Current Combined Agreements. The Trustees considered that no change was being proposed to the advisory fees paid by any of the Funds to MassMutual, and that MassMutual does not anticipate that the Funds’ expenses will increase in any material amount as a result of this proposed change. They also noted that many of the provisions in the form of the Amended Combined Agreements are intended to conform to comparable provisions contained in the form of investment management agreement MassMutual expects to propose for all new mutual funds to be advised by it. On the basis of these and other factors, the Trustees voted to approve the Amended Combined Agreements for all of the Funds and to recommend their approval by the shareholders of each Fund. Prior to voting to approve the Amended Combined Agreements, the independent Trustees met separately in executive session with independent counsel to the independent Trustees, to discuss the Amended Combined Agreements. In arriving at a decision, the Trustees, including the independent Trustees, did not identify any single matter as all-important or controlling. The foregoing summary does not detail all of the matters considered. Additional Information Regarding MassMutual.MassMutual serves as each Fund’s investment adviser and is responsible for providing all necessary investment management and administrative services. 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 provides a broad range of insurance, money management, retirement, and asset accumulation products and services for individuals and businesses. As of December 31, 2010, MassMutual, together with its subsidiaries, had assets under management of approximately $448.3 billion. For providing advisory services, the Funds paid MassMutual the following amounts during the fiscal year ended December 31, 2010:
Additional Services. In addition to the services described above, MassMutual also performs the function of transfer agent for the Funds. MassMutual does not receive any separate compensation for acting as transfer agent for the Funds. MML Distributors, LLC (the “Distributor”) acts as a principal underwriter of the Funds, pursuant to a Principal Underwriter Agreement with the Trust dated as of August 15, 2008. The Distributor is a wholly-owned subsidiary of MassMutual. Pursuant to a Distribution and Services Plan (the “Plan”) adopted by the Funds 31 pursuant to Rule 12b-1 under the 1940 Act, Service Class shares of the Funds pay an annual fee of 0.25% of the average daily net asset value of Service Class shares. This fee, or a portion thereof, is paid to: (i) the Distributor for services provided and expenses incurred by it in connection with the distribution of Service Class shares of each Fund; and/or (ii) MassMutual for services provided and expenses incurred by it for purposes of maintaining or providing personal services to Service Class shareholders. The Funds paid the Distributor or MassMutual the following amounts during the fiscal year ended December 31, 2010 under the Plan:
MassMutual and its affiliates will continue to provide the services discussed in this section following the approval of the Amended Combined Agreements. Information Regarding Interested Directors and Officers of the Trust. For additional information regarding each officer and director of the Trust who is an officer, employee, director, general partner, or shareholder of MassMutual, please see Proposal 1 above. Principal Executive Officer and Directors of MassMutual. The principal executive officer and directors of MassMutual and their principal occupations are set forth in the following table. The address for the principal executive officer and each director is 1295 State Street, Springfield, Massachusetts, 01111.
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Comparable Funds for which MassMutual Serves as Investment Adviser. MassMutual currently manages certain funds with investment objectives that are similar to the Funds. The table below identifies each such fund, its net assets as of September 30, 2011, and MassMutual’s investment advisory fee rate with respect to the fund.
33 Affiliated Brokerage Commissions. The following table discloses, for those Funds that paid brokerage commissions to an affiliated broker of its investment adviser or subadviser, the aggregate amount of commissions paid to such affiliated broker and the percentage of the Fund’s aggregate brokerage commissions paid to any such affiliated broker during the fiscal year ended December 31, 2010.
Vote Required. Approval of an Amended Combined Agreement for a Fund requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Special Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. All shares of a Fund vote together as a single class on Proposal 4. Each Fund’s shareholders vote separately from each other Fund’s shareholders on Proposal 4. Special Note Regarding MML Asset Allocation Fund, MML Emerging Growth Fund, MML NASDAQ-100 Fund, and MML Small Cap Index Fund. Although shareholders of each of MML Asset Allocation Fund, MML Emerging Growth Fund, MML NASDAQ-100 Fund, and MML Small Cap Index Fund are being asked to approve the liquidation of each such Fund as part of this solicitation, shareholders of the applicable Funds are also being asked to approve an Amended Combined Agreement with respect to such Fund in the event that shareholders of the applicable Fund do not approve the liquidation. Please see Proposal 5 below for additional information regarding the proposed liquidation of each Fund. V. PROPOSAL 5: TO LIQUIDATE THE MML ASSET ALLOCATION FUND, MML CONCENTRATED GROWTH FUND, MML EMERGING GROWTH FUND, MML NASDAQ-100 FUND, AND MML SMALL CAP INDEX FUND AND DISTRIBUTE THE LIQUIDATION PROCEEDS TO AN AFFILIATED MONEY MARKET FUND Affected Funds: MML Asset Allocation Fund MML Concentrated Growth Fund MML Emerging Growth Fund MML NASDAQ-100 Fund MML Small Cap Index Fund The Board has unanimously approved, and is recommending that shareholders of each Fund approve, a plan of liquidation for the Trust with respect to each Fund (the “Plan”), pursuant to which each Fund would be liquidated on or about April 27, 2012, or such other date as established by the officers of the Trust, and the liquidation proceeds of the Fund would be distributed to the appropriate separate accounts. The Plan is attached asExhibit 6 to this Proxy Statement. 34 Each proposed liquidation, if consummated, would result in: (1) the liabilities (if any) of the relevant Fund being paid by the Fund, (2) the assets of the Fund being sold for cash or permitted to mature, and (3) the reduction of any other assets to cash or cash equivalents, followed by the distribution of the liquidation proceeds to the separate accounts in proportion to their ownership in the Fund. After the distribution of the liquidation proceeds, the Trust would terminate the Fund’s existence. As to each proposed liquidation, each of MassMutual and C.M. Life Insurance Company (“C.M. Life”) (together, the “Insurance Companies”) intends to arrange for the transfer (as described below) of liquidation proceeds distributed to its separate accounts from subaccounts/divisions invested in each Fund to subaccounts/divisions investing in other investment options available under the variable contracts/policies issued through that separate account. Consequently, if variable contract owners and policy holders vote to approve a proposed liquidation, the relevant Fund will be liquidated and, unless contrary transfer instructions are received from variable contract owners or policy holders, the Insurance Companies will reinvest the liquidation proceeds applicable to each variable contract owner’s or policy holder’s interest in that Fund by purchasing shares of the MML Money Market Fund (Initial Class) (“MML Money Market”) or, for those variable contracts/policies where the MML Money Market is not an available investment option, the Oppenheimer Money Fund/VA (Non-Service Shares) (“Oppenheimer Money”). Approval of the Plan is being sought separately for each Fund. If one or more of the Funds does not approve the Plan, then the Meeting for that Fund may be adjourned, as described below. If the Meeting is not adjourned, or if the Plan is not approved at a reconvened Meeting that is not also adjourned, then the applicable Fund will not liquidate, and the Fund will continue to be operated and managed in accordance with its objectives and policies until the Board determines what other action, if any, may be appropriate. If a Fund does not liquidate, the Insurance Companies will not receive any liquidation proceeds and the proceeds will not be reinvested in MML Money Market or Oppenheimer Money. Reasons for the Proposed Liquidations. Each of theMML Concentrated Growth Fund and theMML Emerging Growth Fund has achieved unfavorable investment performance, is relatively small, and is not expected by the Adviser to achieve substantially larger scale. As a result, the Funds are unlikely to achieve substantial economies of scale in the foreseeable future, and the Adviser believes that investors in those Funds might be better served by other investments that may be available to them. TheMML Asset Allocation Fund has achieved unfavorable investment performance and its strategy is now out of favor among investors generally. As a result, the Adviser does not believe that the Fund will experience significant growth in assets in the foreseeable future. In addition, because the strategy is out of favor, the Adviser has not identified a subadviser who might be able to manage the Fund’s portfolio going forward in place of the current subadviser. Each of theMML NASDAQ-100 Fundand theMML Small Cap Index Fund is also relatively small, and is not expected by the Adviser to achieve substantially larger scale. Each of those Funds is an index Fund, and is managed to achieve performance approximating that of a broad-based securities index. The Adviser has informed the Trustees that index funds will no longer be a substantial focus of its variable product mutual fund offerings. Plan of Liquidation.Under the Plan, each Fund will, by the liquidation date (on or about April 27, 2012, or such other date as established by the officers of the Trust), (1) sell its portfolio securities for cash or permit them to mature and reduce any other assets to cash or cash equivalents, (2) pay any liabilities, and (3) distribute any net investment income in the form of dividends. The Plan provides that as of the liquidation date, each Fund will: (1) distribute its assets to shareholders by redeeming their shares for cash, (2) wind up its operations, and (3) terminate its existence. 35 Variable contract owners and policy holders will not incur any transfer fees or other variable contract/policy charges under the Plan. The Adviser will pay all of the Funds’ expenses directly related to the liquidations, as well as the cost specifically related to preparing this proposal for inclusion in the Proxy Statement. In addition, the Adviser will pay for this proposal’s proportionate share of the expenses related to the overall preparation, printing, and mailing of the Proxy Statement, and the solicitation of shareholders (determined based on the number of proposals being presented to shareholders of the various Funds in this Proxy Statement). The expense of liquidating each Fund’s investment portfolio, including brokerage commissions, dealer spreads, custody charges, and other transaction expenses, will also be borne by the Adviser. Effects on Variable Contract Owners and Policy Holders. The Insurance Companies have provided the following information to the Trust for inclusion in this section. Immediately following the distribution of liquidation proceeds to shareholders, the Insurance Companies will reinvest the cash proceeds distributed to each separate account by transferring the proceeds from the subaccounts/divisions that held Fund shares to other subaccounts/divisions pursuant to the transfer instructions timely received from variable contract owners and policy holders. For variable contracts/policies as to which the variable contract owner or policy holder has not provided timely transfer instructions, the Insurance Companies will transfer the contract/policy value to the subaccount/division that invests in shares of either MML Money Market or Oppenheimer Money, as applicable. The proposed liquidations will not in any way affect variable contract owners’ and policy holders’ rights or the obligations of the Insurance Companies under the variable contracts/policies. The adoption of the Plan does not affect variable contract owners’ and policy holders’ rights to redeem shares at the applicable unit value of the subaccount/division invested in a Fund, and variable contract owners and policy holders will continue to have the same rights they previously had to withdraw contract/policy values attributable to the liquidating Funds. Variable contract owners and policy holders should be aware that withdrawal of contract/policy value may involve other charges (e.g., surrender charges) and other adverse consequences under the terms of the variable contracts/policies, and variable contract owners and policy holders should consult the prospectus for their variable contract/policy for more information. At any time prior to the proposed liquidation for a Fund, variable contract owners and policy holders may make one transfer of variable contract/policy value out of any subaccount/division investing in that Fund free of any otherwise applicable transfer charge without that transfer counting as one of a limited number of transfers permitted during any period free of charge by following the transfer procedures described in their variable contract/policy prospectus. If a variable contract owner or policy holder does not transfer contract/policy value prior to a liquidation, then the Insurance Companies will immediately reinvest liquidation proceeds attributable to the owner’s or holder’s variable contract/policy in shares of MML Money Market or Oppenheimer Money, as applicable. However, for ninety (90) days following the liquidations, such variable contract owners and policy holders may make one transfer of contract/policy value attributable to the liquidations out of the subaccount/division investing in MML Money Market or Oppenheimer Money, as applicable, free of any otherwise applicable transfer charge and without that transfer counting as one of a limited number of transfers permitted during any period free of charge. Furthermore, the Insurance Companies have been advised by tax counsel that, if carried out, the proposed liquidations, followed by the transfers of variable contract/policy value to alternative subaccounts/divisions of each separate account, will not create any federal income tax liability for variable contract owners and policy holders. Such tax counsel will deliver to the Trust a written opinion to this effect before the proposed liquidations. In seeking to ensure that variable contract owners and policy holders will make their own investment decisions as to the reinvestment of their contract/policy values allocated to the Funds, the Insurance Companies request that variable contract owners and policy holders follow the transfer procedures described in their variable contract/policy prospectus and provide transfer instructions for any contract/policy values currently allocated to 36 the subaccount/division of a separate account currently invested in shares of a Fund. As of the liquidation date and on behalf of variable contract owners and policy holders who have not exercised their transfer rights prior to the liquidation date, the Insurance Companies will transfer contract/policy value representing liquidation proceeds to the subaccount/division investing in shares of MML Money Market or Oppenheimer Money, as applicable. Shortly after the proposed liquidations, the Insurance Companies will send to those variable contract owners and policy holders who did not provide transfer instructions and whose contract/policy value consequently was transferred to a subaccount/division investing in MML Money Market or Oppenheimer Money, as applicable, a notice explaining that their contract/policy values have been automatically transferred to MML Money Market or Oppenheimer Money, as applicable, and requesting that they provide transfer instructions in the event that they do not want to remain invested in MML Money Market or Oppenheimer Money, as applicable. If a variable contract owner or policy holder does not provide transfer instructions to transfer contract/policy value prior to the liquidation date, a liquidation of a Fund will result in the equivalent of their requesting a transfer to MML Money Market or Oppenheimer Money, as applicable, for shares of the Fund held in any subaccount/division currently investing in the Fund. Therefore, a vote to approve the Plan is a vote in favor of such a transfer for variable contract owners and policy holders who do not provide transfer instructions. This Proxy Statement sets forth information about the proposed liquidations that a variable contract owner and policy holder should know before giving voting instructions to approve or disapprove a proposed liquidation. Current prospectuses for the funds available as investment options under the variable contracts/policies have previously been sent to variable contract owners and policy holders. These prospectuses set forth important information about the other funds that variable contract owners and policy holders should know before providing transfer instructions relating to the reinvestment of their contract/policy values currently allocated to a Fund. A statement of additional information related to each of the prospectuses for the funds has been filed with the SEC and is available free of charge. Additional copies of the fund prospectuses as well as copies of the various statements of additional information may be obtained without charge by calling1-888-309-3539 or by writing MML Series Investment Fund, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111,Attention: Retirement Services Marketing.Copies of the fund prospectuses and various statements of additional information may also be found at http://www.massmutual.com/funds. Board Evaluation and Approval.On August 9, 2011, the Board held a meeting called for the purpose of considering, among other things, the proposed liquidations of the Funds. At the meeting, the Board considered information provided by the Adviser on each Fund’s lack of asset growth and/or poor performance, as applicable. The Board considered, among other things, the following information: 1. Each Fund, other than the MML Asset Allocation Fund, has low asset levels. 2. Each of the MML Asset Allocation Fund, MML Concentrated Growth Fund, and MML Emerging Growth Fund has a poor performance history that may impact that Fund’s ability to attract new assets. 3. If the Funds were retail mutual funds instead of investment options underlying a variable contract/policy, shareholders would be given cash after the liquidations. The Insurance Companies believe that placing variable contract owners’ and policy holders’ contract/policy value in a money market fund is as close to providing cash as is possible. 4. In connection with the proposed liquidations of the Funds, variable contract owners and policy holders having contract/policy values allocated to the Funds will be permitted to make their own decisions regarding reinvestment of such contract/policy values among a variety of alternative investment options offered under their variable contracts/policies through the transfer instruction process. 37 5. Prior to the liquidation date, the Trust will receive an opinion from tax counsel that consummation of the liquidations, followed by the transfers of variable contract/policy values to alternative subaccounts/divisions of each separate account, will not create any federal income tax liability for variable contract owners and policy holders. 6. The Adviser will pay all of the expenses directly related to the liquidations, as well as the cost specifically related to preparing this proposal for inclusion in the Proxy Statement. In addition, the Adviser will pay for this proposal’s proportionate share of the expenses related to the overall preparation, printing, and mailing of the Proxy Statement, and the solicitation of shareholders. The Board discussed how best to further shareholders’ and variable contract owners’ and policy holders’ interests in light of the foregoing information. The Board evaluated the merits of the Plan as one possible response to the circumstances of the Funds. The Board concluded that, under the facts and circumstances, including the Funds’ limited and decreasing asset levels and/or poor performance, it is in the best interests of each Fund and its respective shareholders and underlying variable contract owners and policy holders to liquidate the Fund. Based upon its review on August 9th, and pursuant to a written consent dated October 20, 2011, the Board further concluded that the Plan is in the best interests of each Fund and its respective shareholders, as well as the variable contract owners and policy holders indirectly invested therein. Accordingly, after consideration of the above and such other factors and information it considered relevant, the Board unanimously approved the Plan and voted to recommend to each Fund’s shareholders, and to variable contract owners and policy holders with contract/policy value allocated to any of the Funds, that they approve the Plan. Vote Required. Approval of a Plan for a Fund requires the affirmative vote of shareholders holding at least a majority of the shares of such Fund entitled to vote. All shares of a Fund vote together as a single class on Proposal 5. Each Fund’s shareholders vote separately from each other Fund’s shareholders on Proposal 5. VI. PROPOSAL 6: TO CHANGE THE STATUS OF THE MML NASDAQ-100 FUND FROM A DIVERSIFIED FUND TO A NON-DIVERSIFIED FUND Affected Fund: MML NASDAQ-100 Fund The Board recommends that the MML NASDAQ-100 Fund’s fundamental investment restriction with respect to the diversification of its investments be eliminated so that the Fund can become a “non-diversified” fund.The current fundamental investment restriction of the Fund with respect to diversification of investments states, “The Fund will not purchase securities (other than securities issued, guaranteed or sponsored by the U.S. Government or its agencies or instrumentalities or securities issued by investment companies) of any one issuer if, as a result, more than 5% of the Fund’s total assets would be invested in the securities of such issuer or the Fund would own more than 10% of the outstanding voting securities of such issuer, except that up to 25% of the Fund’s total assets may be invested without regard to these limitations.” Under the 1940 Act, a “diversified” fund generally may not, with respect to 75% of its total assets, invest more than 5% of its total assets in the securities of any one issuer or own more than 10% of the outstanding voting securities of such issuer (except U.S. Government securities, cash, cash items, or the securities of other investment companies). The remaining 25% of the fund’s total assets is not subject to this restriction. The investment objective of the MML NASDAQ-100 Fund is to seek to approximate as closely as practicable (before fees and expenses) the total return of the NASDAQ-100 Index®. As a result of the reconstitution of the Index in May 2011 increasing the number of companies, each representing more than 5% of the Index, however, it became necessary for the Fund to operate as a non-diversified investment company. On the 38 basis of discussions with the Staff of the SEC and MassMutual’s recommendation, the Board authorized the Fund to operate as a non-diversified investment company to the extent necessary and appropriate, in the judgment of the Fund’s subadviser, Northern Trust Investments, Inc., to comply with the Fund’s investment objective following the reconstitution of the Index. This authorization was granted, however, with the understanding that the Fund would seek to obtain a shareholder vote within one year to formally change the Fund’s diversification status. As a non-diversified investment company, the Fund may hold larger positions in a smaller number of stocks than a fund that operates as a diversified investment company. The Board recommends that the Fund’s current fundamental investment restriction with respect to diversification of investments be eliminated so that the Fund formally becomes a non-diversified fund. The Board recommends this action in the event that Proposal 5 above, regarding the liquidation and movement of the Fund’s assets to an affiliated money market fund, is not approved by the Fund’s shareholders, so that the Fund could continue to operate as a non-diversified investment company to the extent necessary to track the Index and comply with the Fund’s investment objective. If Proposal 6 is not adopted by the Fund’s shareholders, the Fund’s fundamental investment restriction with respect to diversification will remain the same and the Trustees will consider what action, if any, would be in the best interests of shareholders. Vote Required. Approval of this Proposal requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Special Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. All shares of the Fund vote together as a single class on Proposal 6. VII. PROPOSAL 7: TO CHANGE THE INVESTMENT OBJECTIVE OF THE MML INCOME & GROWTH FUND Affected Fund: MML Income & Growth Fund The fundamental investment objective of the MML Income & Growth Fund states that the Fund “seeks growth of capital. Income is a secondary objective.” MassMutual recommends that the investment objective be changed to state that the Fund “seeks long-term total return and current income.” The Fund invests both for growth of capital and for current income. While MassMutual and the subadviser for the Fund have indicated that they have no present intention of changing the way in which the Fund is managed, they believe that a total return objective — investing for both growth and income, without designating income as a secondary objective — better reflects the manner in which the Fund will be managed and the expectations of investors in the Fund. The Board recommends that the shareholders of the Fund vote to approve such change to the Fund’s fundamental investment objective. If approved by shareholders, the fundamental investment objective of the MML Income & Growth Fund set forth in the Trust’s currently effective Prospectus will be changed in its entirety to read as identified immediately below: The Fund seeks long-term total return and current income. If Proposal 7 is not adopted by the Fund’s shareholders, the Fund’s investment objective will remain the same and the Trustees will consider what action, if any, would be in the best interests of shareholders. Vote Required. Approval of this Proposal requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 39 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Special Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. All shares of the Fund vote together as a single class on Proposal 7. VIII. PROPOSAL 8: TO MAKE THE FUNDAMENTAL INVESTMENT OBJECTIVE OF CERTAIN FUNDS NON-FUNDAMENTAL Affected Funds: MML Asset Allocation Fund MML Blue Chip Growth Fund MML Concentrated Growth Fund MML Emerging Growth Fund MML Equity Income Fund MML Equity Index Fund MML Foreign Fund MML Global Fund MML Growth & Income Fund MML Income & Growth Fund MML Large Cap Growth Fund MML Large Cap Value Fund MML Mid Cap Growth Fund MML Mid Cap Value Fund MML NASDAQ-100 Fund MML Small Cap Growth Equity Fund MML Small Cap Index Fund MML Small/Mid Cap Value Fund The investment objective of each affected Fund is “fundamental,” meaning that it may only be changed by a vote of shareholders of the Fund. MassMutual recommended to the Board, and the Board is recommending to shareholders of each affected Fund that they vote to make their investment objectives non-fundamental, so that they may be changed by the Board without the necessity of a shareholder vote. MassMutual has no present intention of recommending to the Board that it consider changing any of the affected Funds’ investment objectives as a result of this increased flexibility. However, making this change will empower the Trustees to approve changes to the Funds’ investment objectives in the future in response to changing market conditions or other developments without the delay and expense of a shareholder vote. In addition, this change would bring the Funds in line with other funds in the MassMutual fund complex and with what MassMutual considers to be general current industry practice. If the Trustees were ever to approve a change to a Fund’s investment objective, the prospectus would be modified accordingly. If Proposal 8 is not adopted by a Fund’s shareholders, the affected Fund’s investment objective will remain fundamental and any future changes to the Fund’s investment objective will require a shareholder vote. Vote Required. Approval of this Proposal for a Fund requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Special Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy. All shares of a Fund vote together as a single class on Proposal 8. Each Fund’s shareholders vote separately from each other Fund’s shareholders on Proposal 8. Special Note Regarding MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Emerging Growth Fund, MML NASDAQ-100 Fund, and MML Small Cap Index Fund.Although shareholders of each of MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Emerging 40 Growth Fund, MML NASDAQ-100 Fund, and MML Small Cap Index Fund are being asked to approve the liquidation of each such Fund as part of this solicitation, shareholders of the applicable Funds are also being asked to approve a proposal to make the fundamental investment objective of such Funds non-fundamental, in the event that shareholders of the applicable Fund do not approve the liquidation. Please see Proposal 5 above for additional information regarding the proposed liquidation of each Fund. IX. PROPOSAL 9: MODERNIZATION AND STANDARDIZATION OF CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS As described in the following Proposals 9.A through 9.M, the Board recommends that shareholders of the affected Funds approve certain changes to the Funds’ fundamental investment restrictions. Generally, the purpose of these proposed changes is to increase each Fund’s investment flexibility by removing outdated and/or what MassMutual considers to be unnecessarily restrictive policies (in light of current regulatory requirements) and reduce administrative and compliance burdens by simplifying and making these fundamental investment restrictions uniform across the Funds to the extent practicable. MassMutual does not anticipate any change in the way in which the Funds are managed as a result of changing the Funds’ fundamental restrictions. Background.Proposals 9.A through 9.M relate to current fundamental investment restrictions of the Funds that, in the view of MassMutual and the Board, are either outdated or more restrictive than applicable law and regulation require or track business or industry requirements that no longer apply. For instance, certain of the Funds’ restrictions track state “blue sky” requirements prior to the enactment of the National Securities Market Improvement Act of 1996, a federal law which preempted various state registration and related requirements. MassMutual and the Board believe that maintaining outdated and unnecessarily restrictive fundamental investment restrictions could prevent the Funds from taking advantage of attractive investment opportunities and/or responding to changing regulations or market developments in the future — at least without incurring the delays and costs that would be associated with seeking shareholder approval. Accordingly, although MassMutual does not anticipate any change in the way in which the Funds are managed as a result of standardizing their fundamental investment restrictions, removing unnecessary fundamental investment restrictions would empower the Trustees to approve changes to the Funds’ investment policies in the future without the delay and expense of a shareholder vote. The proposed changes are designed to meet the requirements of applicable law and regulation, in particular the 1940 Act and the rules and regulations thereunder, while providing the Funds with increased flexibility to respond to changes in the regulatory and economic landscape. Moreover, the proposed standardization of the restrictions would simplify the process of monitoring compliance with such restrictions by having such restrictions, to the extent they cover common subject matter, be expressed in the same terms. The discussion in Proposals 9.A through 9.M below highlights the differences between the affected Funds’ current fundamental investment restrictions and, where applicable, a proposed uniform fundamental investment restriction. However, because the current fundamental investment restrictions vary among the Funds, shareholders of each affected Fund should consider comparing their Fund’s current restrictions with the proposed restrictions. Why a Shareholder Vote is Required.The 1940 Act requires registered investment companies like the Funds to have “fundamental” investment restrictions governing certain of their investment practices. Investment companies may also voluntarily designate restrictions relating to other investment practices as “fundamental.” Under the 1940 Act, fundamental investment restrictions may only be changed with the approval of a majority of Fund’s outstanding voting securities (as defined in the 1940 Act). Investment restrictions that are designated as non-fundamental may be changed with approval from the Board, saving the time and expense associated with the shareholder approval in the event a change is to be made. The Board recommends that some of the Funds’ current fundamental investment restrictions be modified and that some be eliminated altogether. The substance of, and additional reasons for, these changes are discussed below in each Proposal 9.A through 9.M. 41 Shareholders of a Fund may vote in favor of or against any of Proposals 9.A through 9.M affecting their Fund. The Trustees, including all of the independent Trustees, approved each of the Proposals 9.A through 9.M discussed below and recommend that the shareholders of each Fund approve each Proposal affecting their Fund.
Affected Funds: MML Large Cap Value Fund MML Emerging Growth Fund MML Small Cap Growth Equity Fund The Board recommends that each affected Fund’s fundamental investment restriction with respect to the diversification of its investments be revised to reflect applicable law and a uniform policy for all of the affected Funds. Each affected Fund is a “diversified” fund as defined in the 1940 Act. Under the 1940 Act, a “diversified” fund generally may not, with respect to 75% of its total assets, invest more than 5% of its total assets in the securities of any one issuer or own more than 10% of the outstanding voting securities of such issuer (except U.S. Government securities, cash, cash items, or the securities of other investment companies). The remaining 25% of the fund’s total assets is not subject to this restriction. The chart below lists the current fundamental investment restrictions of each of the affected Funds with respect to diversification of investments.
The proposed amended fundamental investment restriction is designed to track the statutory definition of “diversified” company and reads as follows: “Each Fund may not purchase securities (other than securities issued, guaranteed or sponsored by the U.S. Government or its agencies or instrumentalities or securities issued by investment companies) of any one issuer if, as a result, more than 5% of a Fund’s total assets would be invested in the securities of such issuer or the Fund would own more than 10% of the outstanding voting securities of such issuer, except that up to 25% of the Fund’s total assets may be invested without regard to these limitations.” The Board recommends that each affected Fund’s current fundamental investment restriction with respect to diversification of investments be amended as proposed in order to conform the Fund’s restrictions to the statutory 42 requirements discussed above. These proposed changes will reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to diversification of investments.
Affected Funds: MML Equity Index Fund MML NASDAQ-100 Fund MML Large Cap Value Fund MML Emerging Growth Fund MML Small Cap Growth Equity Fund The 1940 Act requires the Funds to state the extent to which they may borrow money and issue senior securities. Under Section 18(f)(1) of the 1940 Act, an open-end investment company may not issue senior securities, except that it may borrow from banks, for any purpose, up to 33 1/3% of its total assets (including the amount borrowed). The chart below lists the current fundamental investment restrictions of each of the affected Funds with respect to borrowing money and issuing senior securities.
43 The proposed amended fundamental investment restriction is as follows: “Each Fund may not borrow money or issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding or interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities.” Generally, the affected Funds’ current fundamental investment restrictions are more restrictive than the 1940 Act requirements. Accordingly, the Board recommends that each affected Fund amend its policy so that it will allow each affected Fund to issue senior securities or borrow money to the full extent permitted under applicable law to the extent consistent with the Fund’s investment objectives and policies. The proposed changes would automatically conform each affected Fund’s policy more closely to statutory and regulatory requirements, as they exist from time to time, without incurring the time and expense of obtaining shareholder approval to change the restriction. In addition, the proposed changes would reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to borrowing money and issuing senior securities. With respect to MML Equity Index Fund and MML NASDAQ-100 Fund, the amendment would also have the effect of eliminating these Funds’ fundamental investment restriction regarding pledging, mortgaging, or hypothecating assets. Please see Proposal 9.I below for additional information regarding pledging, mortgaging, and hypothecating assets. Borrowing money creates leverage. The use of leverage has the potential to increase returns to shareholders, but also involves additional risks. Leverage will increase the volatility of the Fund’s investment portfolio and could result in larger losses than if it were not used. If there is a net decrease (or increase) in the value of a Fund’s investment portfolio, any leverage will decrease (or increase) the net asset value per share to a greater extent than if the Fund were not leveraged. The use of leverage is considered to be a speculative investment practice and may result in losses to a Fund. A Fund will typically pay interest or incur other borrowing costs in connection with leverage transactions.
Affected Funds: MML Equity Index Fund MML NASDAQ-100 Fund MML Large Cap Value Fund MML Emerging Growth Fund MML Small Cap Growth Equity Fund The 1940 Act requires the Funds to state the extent to which they intend to engage in the business of underwriting securities issued by other persons. Under applicable law, a person or company generally is considered to be an underwriter if the person or company participates in the public distribution of securities of other issuers, which involves purchasing the securities from another issuer with the intention of re-selling the securities to the public. From time to time, a Fund may purchase securities in a private transaction for investment purposes and later sell the securities to institutional investors. Under these or other circumstances, a Fund could possibly be deemed to be within the technical definition of an underwriter under applicable law. The SEC Staff has issued interpretations that clarify that re-sales of privately placed securities by institutional investors, such as funds, do not necessarily make the institutional investor an underwriter in these circumstances. 44 The chart below lists the current fundamental investment restrictions of each of the affected Funds with respect to participation in the underwriting of securities.
The proposed amended fundamental investment restriction is as follows: “Each Fund may not participate in the underwriting of securities, except to the extent that a Fund may be deemed an underwriter under federal securities laws by reason of acquisitions or distributions of portfolio securities (e.g., investments in restricted securities and instruments subject to such limits as imposed by the Board and/or law).” The Board recommends that this policy be amended as proposed in order to conform the affected Funds’ policies to the statutory and related requirements discussed above. In addition, these proposed changes will reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to underwriting of securities. The affected Funds have no intention of participating in the underwriting of securities (other than to the extent a Fund may be deemed an underwriter under federal securities laws by reason of acquisitions and distributions of portfolio securities).
| TO APPROVE AN AMENDMENT TO CERTAIN FUNDS’ FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTMENT IN REAL ESTATE AND TO APPROVE THE Affected Funds: MML Equity Index Fund MML NASDAQ-100 Fund MML Large Cap Value Fund MML Blue Chip Growth Fund MML Emerging Growth Fund MML Small Cap Growth Equity Fund 45 The 1940 Act requires the Funds to state a fundamental policy regarding the purchase and sale of real estate. The chart below lists the current fundamental investment restriction of each affected Fund with respect to investment in real estate and securities secured by and/or of companies that deal in real estate.
Currently, each Fund’s investment policy restricts its ability to sell real estate even when ownership of the real estate devolves upon such Fund through permissible investments. For instance, it is possible that a Fund could, as a result of an investment in debt securities of a company that deals in real estate, come to hold an interest in real estate if the issuer defaulted on its debt obligations. Accordingly, the Board recommends that this policy be modified to allow the sale of real estate when ownership of real estate results from permissible investments and to clarify that a Fund may invest in real estate-related securities and real estate-backed securities or instruments to the extent consistent with its investment objectives and policies. In addition, one of the restrictions listed in the chart above tracks certain restrictions formerly required by state regulators for investment companies, which are no longer applicable to the Funds. Although MassMutual and the subadvisers do not intend currently to invest any Fund’s assets in oil, gas or other mineral leases, rights, royalty contracts or exploration or development programs, with the exception of readily marketable securities secured or issued by companies not principally engaged in the business of buying and selling such leases, rights, contracts or programs already permitted by the Funds’ current restriction, consistent with the Board’s belief that it is not in the Funds’ best interests to maintain unnecessary fundamental investment restrictions, the Board recommends that each affected Fund’s fundamental investment restriction with respect to investing in oil, gas or other mineral leases, rights, royalty contracts or exploration or development programs be eliminated. The proposed amended fundamental investment restriction is as follows: “Each Fund may not purchase or sell real estate except that it may dispose of real estate acquired as a result of the ownership of securities or other instruments. (This restriction does not prohibit a Fund from investing in securities or other instruments backed by real estate or in securities of companies engaged in the real estate business.)” These proposed changes will also reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to real estate. 46 Risks associated with ownership of real estate include losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses. Securities of companies engaged in the real estate business may be subject to additional risks, such as poor performance by the manager of the company, adverse changes to the tax laws or failure by the company to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended, and the risk of general declines in stock prices. In addition, some companies engaged in the real estate business have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. A company that invests most or all of its assets in mortgages will be subject to additional risks related to mortgage-backed securities, including interest rate risk, extension risk, and prepayment risk, and may be highly volatile and lack liquidity.
Affected Funds: All Funds except MML PIMCO Total Return Fund and MML Fundamental Value Fund The 1940 Act requires the Funds to state a fundamental investment restriction regarding the purchase and sale of commodities. The chart below lists the current fundamental investment restriction of each affected Fund with respect to investment in commodities and commodity contracts.
The proposed amended fundamental investment restriction is as follows: “Each Fund may not purchase commodities or commodity contracts, except that a Fund may enter into futures contracts, options, options on futures, and other financial or commodity transactions to the extent consistent with applicable law and the Fund’s Prospectus and SAI at the time.” The proposed fundamental restriction has been adopted by the newest Funds in the MassMutual fund complex, and the Adviser and the Board consider this policy to be well suited to today’s regulatory and investment environments. The Adviser and the Board therefore recommend that shareholders approve the proposed amended fundamental investment restriction related to investments in commodities. With respect to MML Equity Index Fund, MML NASDAQ-100 Fund, MML Large Cap Value Fund, MML Emerging Growth Fund, and MML Small Cap Growth Equity Fund, the proposed amendment would make it clear that the Funds 47 may utilize futures contracts, options, options on futures, and other financial or commodity transactions to the extent consistent with applicable law and with the Funds’ investment objectives and policies from time to time. With respect to the other affected Funds, the change is intended to make clear that the flexibility provided under the investment restriction would allow the Fund to engage not only in “financial” transactions, but in commodity transactions generally. For each of the affected Funds, the change is also intended to give the Funds maximum flexibility to invest in a variety of modern financial instruments that could technically be considered commodities. MassMutual has proposed that this change be implemented for existing mutual funds managed by it, and adopted by new mutual funds it manages, in order to reflect the fact that increasing numbers of mutual funds are using investments in commodity transactions to meet their investment objectives. The principal benefit to the Funds of this change is the potentially reduced administrative and compliance burdens resulting from the alignment of this restriction with those of the other funds in the MassMutual fund complex. MassMutual does not anticipate any change in the way in which the Funds are managed as a result of changing the Funds’ fundamental restrictions, although the revised policy would generally provide the Funds greater flexibility to enter into commodity transactions in a case where MassMutual or a Fund’s subadviser might consider such transactions appropriate. Exposure to the commodities markets may subject a Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or sectors affecting a particular industry or commodity, such as drought, floods, weather, embargoes, tariffs and international economic, political, and regulatory developments.
Affected Funds: MML Equity Index Fund MML NASDAQ-100 Fund MML Large Cap Value Fund MML Emerging Growth Fund MML Small Cap Growth Equity Fund The 1940 Act requires the Funds to state the extent to which they intend to make loans to other persons. The Board recommends that each Fund’s fundamental investment restriction with respect to making loans be revised to reflect a standard restriction for all the Funds. The chart below lists the current fundamental investment restriction of each affected Fund with respect to making loans.
48 The proposed amended fundamental investment restriction is as follows: “Each Fund may not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding or interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities.” Although MassMutual does not anticipate any change in the way in which each Fund is managed as a result of changing the fundamental investment restriction, the increased flexibility provided by the amendment could assist each Fund, in the future, in achieving its investment objective and responding to changes in applicable law or regulation. The proposed change would also automatically conform each Fund’s lending policy more closely to the exact statutory and regulatory requirements, as they exist from time to time, without incurring the time and expense of obtaining shareholder approval to change the policy. In addition, these proposed changes will reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to making loans. Examples of loan transactions into which a Fund may enter include repurchase agreements and securities loans. When a Fund enters into a repurchase agreement, it typically purchases a security for a relatively short period of time (usually not more than seven days), which the seller agrees to repurchase at a fixed time and price, representing the Fund’s cost plus interest. When a Fund enters into a securities loan, it lends certain of its portfolio securities to broker-dealers or other parties, typically in exchange for a portion of the interest earned on the collateral posted by the borrower or a fee from the borrower. The borrower may also pay the Fund an amount equal to any interest, dividends, or other distributions payable on the securities lent. These transactions must be fully collateralized at all times, but involve risk to the Fund if the seller, in the case of repurchase agreements, or the borrower, in the case of securities loans, should default on its obligations. If the Fund’s counterparty to these transactions should become involved in bankruptcy or insolvency proceedings, it is possible that the Fund may be treated as an unsecured creditor and may be required to return the underlying securities or collateral, as applicable, to the counterparty’s estate.
Affected Funds: All Funds except MML PIMCO Total Return Fund and MML Fundamental Value Fund Under applicable law, an investment company may not concentrate its investments in any industry or group of industries unless it does so pursuant to a fundamental policy that can only be changed with shareholder approval. In addition, the investment company must concentrate its investments consistent with any policy to do so. Although “concentration” is not defined in the 1940 Act, the SEC has generally regarded a fund as concentrating its investments in an industry if the fund invests 25% or more of its net assets in securities of issuers in that industry. 49 The chart below lists the current fundamental investment restrictions of each of the affected Funds with respect to concentrating investments in an industry.
The Board recommends that this policy be changed to read as follows: “Each Fund may not concentrate its investments in any one industry, as determined by the Board, and in this connection a Fund will not acquire securities of companies in any one industry if, immediately after giving effect to any such acquisition, 25% or more of the value of the total assets of the Fund would be invested in such industry, with the following exceptions:
The Board recommends that each affected Fund’s current fundamental investment restriction with respect to concentrating investments in an industry be amended as proposed in order to conform the Funds’ restrictions to the statutory requirements discussed above. In addition, these proposed changes will reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to concentrating investments in an industry. 50
Affected Funds: MML Large Cap Value Fund MML Blue Chip Growth Fund MML Emerging Growth Fund MML Small Cap Growth Equity Fund The chart below lists the current fundamental investment restriction of each affected Fund with respect to short sales.
There are no applicable SEC rules requiring, and the 1940 Act does not require, that the Funds state a fundamental investment policy with respect to short sales. Although MassMutual does not anticipate any change in the way in which the affected Funds are managed as a result of the elimination of this restriction, consistent with the Board’s belief that it is not in the Funds’ best interests to maintain unnecessary fundamental investment restrictions, the Board recommends that each affected Fund’s current fundamental investment restriction with respect to short sales be eliminated. MML Blue Chip Growth Fund currently has a non-fundamental policy regarding short sales, which states that the Fund “may not sell securities short, but reserves the right to sell securities short against the box.” In connection with this Proposal, the Board also voted to make each of MML Large Cap Value Fund, MML Emerging Growth Fund, and MML Small Cap Growth Equity Fund subject to this non-fundamental policy regarding short sales if the elimination of the related fundamental investment policy is approved by the affected Funds’ shareholders. Non-fundamental policies may be changed by a vote of a majority of the Board members at any time. If Fund sells a security short, it will make money if the security’s price goes down (in an amount greater than any transaction costs) and will lose money if the security’s price goes up. There is no limit on the amount of money a Fund may lose on a short sale. A Fund may not be able to close out a short sale when it might wish to do so, or may only do so at an unfavorable price.
Affected Funds: MML Large Cap Value Fund MML Blue Chip Growth Fund MML Emerging Growth Fund MML Small Cap Growth Equity Fund The chart below lists the current fundamental investment restriction of each affected Fund with respect to pledging, mortgaging or hypothecating Fund assets.
51 This restriction tracks certain restrictions formerly required by state regulators for investment companies, which are no longer applicable to the affected Funds. Although MassMutual does not anticipate any change in the way in which the affected Funds are managed as a result of the elimination of this restriction, consistent with the Board’s belief that it is not in the Funds’ best interests to maintain unnecessary fundamental restrictions, the Board recommends that each affected Fund’s fundamental investment restriction with respect to pledging, mortgaging or hypothecating Fund assets be eliminated. The pledging of assets has the risk that it could decrease a Fund’s ability to liquidate assets. If a Fund pledged a large portion of its assets, the ability to meet redemption requests or other obligations could be delayed. In any event, a Fund’s current borrowing limits would remain consistent with limits prescribed under the 1940 Act, which limits any borrowings to 33 1/3% of a Fund’s total assets.
Affected Funds: MML Equity Index Fund MML NASDAQ-100 Fund The chart below lists the current fundamental investment restriction of the affected Fund with respect to purchasing securities on margin.
Margin purchases involve the purchase of securities with money borrowed from a broker. “Margin” is the cash or eligible securities that the borrower places with a broker as collateral against the loan. The affected Funds’ current fundamental limitations prohibit the Funds from purchasing securities on margin, except to obtain such short-term credits as may be necessary for the clearance of transactions and for margin payments made in connection with the use of futures contracts. There are no SEC rules requiring, and the 1940 Act does not require, that funds state a fundamental investment policy with respect to purchasing securities on margin. Although MassMutual does not anticipate any change in the way in which the affected Funds are managed as a result of the elimination of this restriction, the Board believes it is not in the Funds’ best interest to maintain unnecessary fundamental policies. Accordingly, the Board recommends that the affected Funds’ fundamental investment restriction with respect to purchasing securities on margin be eliminated. Each Fund will continue to be subject to investment limitations relating to the borrowing of money. The risks associated with purchasing securities on margin generally are the same as those involved in borrowing generally. Borrowing money creates leverage. The use of leverage has the potential to increase returns to shareholders, but also involves additional risks. Leverage increases the volatility of an investment portfolio and could result in larger losses than if it were not used. The use of leverage is considered to be a speculative investment practice and may result in losses. A Fund would typically pay interest or incur other borrowing costs in connection with leverage transactions. 52
Affected Funds: MML Equity Index Fund MML NASDAQ-100 Fund The chart below lists the current fundamental investment restriction of the affected Funds with respect to making loans to any officer, trustee or director or employee of the Trust or MassMutual, or to MassMutual.
The 1940 Act prohibits the Funds from lending to any person in contravention of the investment policies of the Funds or to any person who controls or is under common control (as defined in Section 2(a)(9) of the 1940 Act) with the Funds, subject to certain exceptions. The 1940 Act, however, does not require that the Funds state a fundamental investment policy on this matter. Consistent with the Board’s belief that it is not in the Funds’ best interests to maintain unnecessary fundamental policies, the Board recommends that each affected Fund’s fundamental investment restriction with respect to making loans to any officer, Trustee or employee of the Trust or to any officer, director or employee of MassMutual, or to MassMutual be eliminated. The Trust does not currently intend to make loans to any officer, Trustee or employee of the Trust or to any officer, director or employee of MassMutual, or to MassMutual.
Affected Funds: MML Equity Index Fund MML NASDAQ-100 Fund The chart below lists the current fundamental investment restriction of each of the affected Funds with respect to writing, purchasing or selling puts, calls or combinations thereof.
The Board recommends that each affected Fund’s fundamental investment restriction with respect to writing, purchasing or selling puts, calls or combinations thereof be eliminated. If this Proposal is approved, the affected Funds would be able to engage in a variety of transactions involving the use of options to the extent consistent with the Funds’ investment objectives and policies. Although MassMutual does not anticipate a change in the way in which the Funds are managed as a result of the elimination of these restrictions, this increased investment flexibility could, in the future, assist each affected Fund in achieving its investment objective. In addition, the elimination of this investment restriction will reduce 53 administrative and compliance burdens by conforming each affected Fund’s fundamental investment restrictions with the other Funds which currently do not have a fundamental investment restriction with respect to investments in options. A Fund may purchase put options to protect portfolio holdings against a decline in market value. Such protection is provided during the life of the put option because the Fund, as holder of the option, is able to sell the underlying security at the exercise price regardless of any decline in its market price. A Fund may also purchase a put option hoping to profit from an anticipated decline in the market value of the underlying security. In order for a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs that the Fund must pay. If the Fund holds the security underlying the option, these costs will reduce any profit the Fund might have realized had it sold the underlying security instead of buying the put option. A Fund may purchase call options to hedge against an increase in the price of securities that the fund wants ultimately to buy. Such hedge protection is provided during the life of the call option since the Fund, as holder of the call option, is able to buy the underlying security at the exercise price regardless of any increase in the underlying security’s market price. A Fund may also purchase a call option as a long directional investment hoping to profit from an anticipated increase in the value of the underlying security. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit the Fund might have realized had it bought the underlying security at the time it purchased the option. A Fund may also buy and sell combinations of put and call options in the same underlying security to earn additional income. The successful use of a Fund’s options strategies depends on the ability of the Adviser or the subadviser(s) to forecast correctly interest rate and market movements. When a Fund purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Fund exercises the option or enters into a closing sale transaction before the option’s expiration. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, the Fund will lose part or all of its investment in the option. This contrasts with an investment by the Fund in the underlying security, since the Fund will not realize a loss if the security’s price does not change. The effective use of options also depends on a Fund’s ability to terminate option positions at times when the Adviser or the subadviser(s) deem it desirable to do so. There is no assurance that a Fund will be able to effect closing transactions at any particular time or at an acceptable price.
Affected Funds: MML Equity Index Fund MML NASDAQ-100 Fund The chart below lists the current fundamental investment restriction of each of the affected Funds with respect to investing in securities of other investment companies.
54 Under the 1940 Act, a Fund’s investment in investment companies generally cannot exceed (i) 3% of the total outstanding voting shares of any one investment company, (ii) 5% of the Fund’s total assets with respect to shares of any one investment company, and (iii) 10% of the Fund’s total assets with respect to shares of investment companies in the aggregate. The 1940 Act, however, does not require investment companies to maintain fundamental investment policies with respect to investing in securities of other investment companies and, in certain instances, exemptive rules and relief may allow a mutual fund to invest in the securities of other investment companies in excess of those limitations. Although MassMutual does not anticipate any changes in the way in which the affected Funds are managed as a result of eliminating this restriction, consistent with the Board’s belief that it is not in the Funds’ best interests to maintain unnecessary fundamental restrictions, the Board recommends that each affected Fund’s fundamental investment restriction with respect to investing in securities of other investment companies be eliminated. If a Fund invests in other investment companies, the Fund, and indirectly that Fund’s shareholders, would bear its ratable share of the investment company’s expenses, including advisory and administrative fees, and would at the same time continue to pay its own fees and expenses. The underlying funds may change their investment objectives or policies without the approval of a Fund. If an underlying fund were to change its investment objective or policies, a Fund may be forced to withdraw its investment from the underlying fund at a disadvantageous time. To the extent that a Fund invests a significant portion of its assets in an underlying fund, it will be particularly sensitive to the risks associated with that underlying fund. Underlying funds that are “non-diversified” because they may invest a significant portion of their assets in a relatively small number of issuers may have more risk because changes in the value of a single security or the impact of a single economic, political, or regulatory occurrence may have a greater adverse impact on the underlying fund’s net asset value. In addition, a Funds’ investment adviser or subadviser may be subject to potential conflicts of interest in determining whether to invest in an underlying fund managed by the investment adviser or subadviser or an affiliate, or by an unaffiliated manager, and may have an economic or other incentive to select an underlying fund managed by it or its affiliate over another pool that may be more appropriate for the fund. Vote Required.Shareholders of each Fund are entitled to vote on each Proposal 9.A through 9.M if the Proposal affects their Fund, voting separately by Fund. Approval of each of Proposals 9.A through 9.M with respect to a Fund requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund. As defined by the 1940 Act, a “majority of the outstanding voting securities” means the vote of (i) 67% or more of the Fund’s shares present at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are represented at the Meeting in person or by proxy, or (ii) more than 50% of the Fund’s outstanding shares, whichever is less. If one or more of Proposal 9.A through 9.M is not adopted by a Fund’s shareholders, the corresponding current fundamental investment restriction(s) of that Fund set forth in this Proxy Statement will remain in effect and the Trustees will consider what action, if any, would be in the best interests of shareholders. To the extent multiple Proposals apply to the same Fund, the adoption of any of these Proposals is not contingent on the adoption of any other Proposal by shareholders of the Fund. Special Note Regarding MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Emerging Growth Fund, MML NASDAQ-100 Fund, and MML Small Cap Index Fund.Although shareholders of each of MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Emerging Growth Fund, MML NASDAQ-100 Fund, and MML Small Cap Index Fund are being asked to approve the liquidation of each such Fund as part of this solicitation, shareholders of the applicable Funds are also being asked to approve a proposal to change certain of the fundamental investment restrictions of such Funds, in the event that shareholders of the applicable Fund do not approve the liquidation. Please see Proposal 5 above for additional information regarding the proposed liquidation of each Fund. IV. OTHER INFORMATION Certain additional information regarding the Trust, the Funds, and the Meeting is presented below. Investment Advisers and Administrators.Massachusetts Mutual Life Insurance Company, located at 1295 State Street, Springfield, Massachusetts 01111, is the investment adviser and administrator of each Fund. 55 AllianceBernstein L.P., located at 1345 Avenue of the Americas, New York, New York 10105, is the subadviser for the MML Small/Mid Cap Value Fund. American Century Investment Management, Inc., located at 4500 Main Street, Kansas City, Missouri 64111, is the subadviser for the MML Mid Cap Value Fund. BlackRock Investment Management, LLC, located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536, is the subadviser for the MML Income & Growth Fund. Capital Guardian Trust Company, located at 333 South Hope Street, 53rd Floor, Los Angeles, California 90071-1406, is the subadviser for the MML Asset Allocation Fund. Davis Selected Advisers, L.P., located at 2949 East Elvira Road, Suite 101, Tuscon, Arizona 85756, is the subadviser for the MML Large Cap Value Fund. Essex Investment Management Company, LLC, located at 125 High Street, 29th Floor, Boston, Massachusetts 02110 and at 1603 Orrington Avenue, Suite 990, Evanston, Illinois 60201, is the subadviser for the MML Emerging Growth Fund. Legg Mason Capital Management, LLC, located at 100 International Drive, Baltimore, Maryland 21202, is the subadviser for the MML Concentrated Growth Fund. Massachusetts Financial Services Company, located at 500 Boylston Street, Boston, Massachusetts 02116, is the subadviser for the MML Global Fund and the MML Growth & Income Fund. Northern Trust Investments, Inc., located at 50 South LaSalle Street, Chicago, Illinois 60603, is the subadviser for the MML Equity Index Fund, MML NASDAQ-100 Fund, and MML Small Cap Index Fund. Pacific Investment Management Company LLC, located at 840 Newport Center Drive, Newport Beach, California 92660, is the subadviser for the MML PIMCO Total Return Fund. Rainier Investment Management, Inc., located at 601 Union Street, Seattle, Washington 98101, is the subadviser for the MML Large Cap Growth Fund. Templeton Investment Counsel, LLC, located at Broward Financial Center, Suite 2100, Fort Lauderdale, Florida 33394, is the subadviser for the MML Foreign Fund. T. Rowe Price Associates, Inc., located at 100 East Pratt Street, Baltimore, Maryland 21202, is the subadviser for the MML Blue Chip Growth Fund, MML Equity Income Fund, MML Mid Cap Growth Fund, and MML Small Company Value Fund. Waddell & Reed Investment Management Company, located at 6300 Lamar Avenue, Overland Park, Kansas 66202, and Wellington Management Company, LLP (“Wellington Management”), located at 280 Congress Street, Boston, Massachusetts 02210, are each subadvisers for a portion of the MML Small Cap Growth Equity Fund. Wellington Management is also the subadviser for the MML Fundamental Value Fund. State Street Bank and Trust Company, located at 200 Clarendon Street, Boston, Massachusetts 02116, is the sub-administrator to the Funds. Independent Registered Public Accounting Firm.The firm of Deloitte & Touche LLP (“Deloitte & Touche”) was selected as the independent registered public accounting firm for each Fund’s 2009 and 2010 fiscal years, as well as the current fiscal year. Deloitte & Touche and its affiliates provide audit services and assistance and consultation in connection with tax returns and the reviewing of various SEC filings. Representatives of Deloitte & Touche are not expected to be present at the Meeting, but will have the opportunity to make a statement if they desire to do so and are expected to be available should any matter arise requiring their presence. Audit Fees.The aggregate Audit Fees billed to the Funds by Deloitte & Touche and its affiliates for professional services rendered for the audit of the Funds’ financial statements, or services that are normally provided by Deloitte & Touche and its affiliates in connection with statutory and regulatory filings or engagements, for the Funds’ past two fiscal years ended December 31, 2009 and 2010 are shown in the table below.
Audit-Related Fees.Audit-Related Fees are for assurance and related services by Deloitte & Touche and its affiliates that are reasonably related to the performance of the audit or review of the Funds’ financial statements, but are not reported as audit fees. Audit-related fees would include, among others: due diligence related to mergers and acquisitions, accounting consultations, and audits in connection with acquisitions, internal control reviews, and consultation concerning financial accounting and reporting standards. No such fees were billed to 56 the Funds by Deloitte & Touche and its affiliates for the Funds’ past two fiscal years ended December 31, 2009 and 2010. The aggregate fees billed to the Funds’ investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Funds by Deloitte & Touche and its affiliates for the Funds’ past two fiscal years ended December 31, 2009 and 2010 are shown in the table below*.
Tax Fees. Tax Fees would include tax compliance, tax advice, and tax planning. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund, and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from taxing authorities. The aggregate Tax Fees billed to the Funds by Deloitte & Touche and its affiliates for the Funds’ past two fiscal years ended December 31, 2009 and 2010 are shown in the table below.
No such fees were billed to the Funds’ investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Funds by Deloitte & Touche and its affiliates for the Funds’ past two fiscal years ended December 31, 2009 and 2010**.
All Other Fees. All other fees would include products and services provided by Deloitte & Touche and its affiliates other than the services reported under the prior three categories. No such fees were billed to the Funds by Deloitte & Touche for the Funds’ past two fiscal years ended December 31, 2009 and 2010. No such fees were billed to the Funds’ investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Funds by Deloitte & Touche and its affiliates for the Funds’ past two fiscal years ended December 31, 2009 and 2010*.
The Trust’s Audit Committee must pre-approve all audit and non-audit services, including tax services, provided by Deloitte & Touche and its affiliates to the Funds. All services described in “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” were pre-approved by the Funds’ Audit Committee. Deloitte & Touche and its affiliates billed the following aggregate non-audit amounts in each Fund’s past two fiscal years ended December 31, 2009 and 2010 to the Fund and each Fund’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Fund. Those billings did not include any prohibited non-audit services as defined by the Exchange Act.
57 The Funds’ Audit Committee has considered whether the provision of non-audit services that were rendered to the Funds’ investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Funds that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account’s independence. Annual and Semi-Annual Reports. Each Fund’s annual report for the fiscal year ended December 31, 2010, and semi-annual report for the period ended June 30, 2011, was previously distributed to shareholders.Each Fund will furnish, without charge, an additional copy of its report for the fiscal year ended December 31, 2010, or semi-annual period ended June 30, 2011, to any shareholder requesting such reports. You can obtain a copy of these reports without charge by writing to the Trust c/o Massachusetts Mutual Life Insurance Company at 1295 State Street, Springfield, Massachusetts 01111 or by calling 888-309-3539. Copies of Proxy Statements. Only one copy of this Proxy Statement may be mailed to households, even if more than one person in a household is a shareholder of record. If you want to receive multiple copies of this Proxy Statement or to receive only one copy in the future, you can submit your request by writing to the Trust c/o Massachusetts Mutual Life Insurance Company at 1295 State Street, Springfield, Massachusetts 01111 or by calling 888-309-3539. Ownership of Fund Shares. All shares of the Funds are owned of record by MassMutual, MML Bay State Life Insurance Company (“MML Bay State”), and C.M. Life as the Funds were established for the purpose of providing an investment vehicle for certain separate investment accounts of variable annuity contracts and variable life insurance policies offered by such companies. Ownership by Variable Annuity Contracts and Variable Life Insurance Policies. As of the Record Date, MassMutual, MML Bay State, and C.M. Life were the record owners of all of the outstanding shares of each Fund and, therefore, may be deemed to be in control (as that term is defined in the 1940 Act) of each Fund. The address of MassMutual, MML Bay State, and C.M. Life is 1295 State Street, Springfield, Massachusetts 01111. However, the following owners of variable annuity contracts and variable life insurance policies that depend upon the investment performance of the Funds have the right to instruct MassMutual, MML Bay State, and C.M. Life as to how shares of the Trust deemed attributable to their variable contracts/policies shall be voted: MassMutual Massachusetts Mutual Variable Life Separate Account I Massachusetts Mutual Variable Life Separate Account III Massachusetts Mutual Variable Annuity Separate Account 4 Panorama® Separate Account C.M. Life C.M. Life Variable Life Separate Account I C.M. Multi-Account A Panorama® Plus Separate Account MML Bay State MML Bay State Variable Life Separate Account I MML Bay State Variable Life Separate Account II MassMutual, MML Bay State, and C.M. Life generally are required to vote shares attributable to such variable contracts/policies but for which no voting instructions were received, including abstentions, in proportion to those votes for which voting instructions were received. There is no required minimum number of votes containing instructions that must be received before MassMutual, MML Bay State, and C.M. Life can vote shares in this manner. Accordingly, there are not expected to be any “broker non-votes.”
58 Ownership by Officers of the Trust. As of August 31, 2011, the officers of the Trust, individually and as a group, owned less than 1% of the outstanding shares of any of the Funds. Certain Matters relating to the Fund, the Trust, and the Meeting. The holders of 30% of the shares of the Trust or a Fund outstanding as of the Record Date, present in person or represented by proxy, constitutes a quorum for the transaction of business at the Meeting with respect to the Trust or that Fund, as the case may be. Each of the Proposals except for the election of Trustees require a greater quorum, as Proposals 2 and 5 require the vote of shareholders holding at least a majority of the shares of each series entitled to vote, and Proposals 3, 4, 6, 7, 8, and 9.A through 9.M require the vote of a “majority of the outstanding voting securities” as defined in the 1940 Act. Any lesser number shall be sufficient for adjournments. If a shareholder executes and returns a proxy but fails to indicate how the votes should be cast as to a Proposal, the proxy will be voted in favor of such Proposal. The Insurance Companies have informed the Trust that, if a variable contract owner or policy holder does not provide voting instructions, shares attributable to the variable contract/policy will be voted in proportion to all voting instructions actually received from variable contract owners or policy holders. The Agreement and Declaration of Trust provides that 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. The Agreement and
A proxy may be revoked by a shareholder at any time before it has been voted, by a written revocation received by the Secretary of the Trust, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA 01111, by properly executing a later-dated proxy, or by attending the Meeting and voting in person. Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Trust as tellers for the Meeting. The tellers will count the total number of votes cast “for” approval of a Proposal for purposes of determining whether sufficient affirmative votes have been cast. In the event that a quorum is not present for purposes of acting on a Proposal, or if sufficient votes in favor of a Proposal are not received by the time of the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The persons named as proxies will vote in favor of such adjournment as to a Proposal those proxies which they are entitled to vote in favor of that Proposal. They will vote against any such adjournment as to a Proposal those proxies required to be voted against that Proposal and will not vote any proxies as to adjournment in respect of a Proposal that direct them to abstain from voting on that Proposal. Any Proposals for which sufficient favorable votes have been received by the time of the Meeting may be acted upon, and such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other Proposal. The costs of any additional solicitation and of any adjourned session will be borne by the Adviser. At the time of the preparation of this Proxy Statement, the Trust’s officers and the Adviser have not been informed of any matters that will be presented for action at the Meeting other than the Proposals listed in the Notice. If other matters are properly presented to the Meeting for action, or any adjournment(s) thereof, the persons named in the properly executed proxies will vote or refrain from voting in accordance with their best judgment on those matters. Shareholder Proposals at Future Meetings. The Trust is not required to hold annual or other periodic meetings of shareholders, except as required by the 1940 Act, and does not intend to do so. The next meeting of 59 shareholders will be held at such time as the Trustees of the Trust may determine or at such time as may be legally required. Any shareholder proposal intended to be presented at such meeting must be received by the Trust at its office a reasonable time before the Trust solicits proxies for that meeting, as determined by the Trustees, to be included in the Trust’s proxy statement and form of proxy relating to such meeting, and must satisfy all other federal and state legal requirements. PLEASE PROVIDE VOTING INSTRUCTIONS BY TELEPHONE OR BY INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED VOTING INSTRUCTION CARD, or COMPLETE, DATE, AND SIGN THE ENCLOSED VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. November 4, 2011 60 Exhibit 1 MML Series Investment Fund MassMutual Select Funds NOMINATING COMMITTEE CHARTER as amended on November 10, 2009 This charter sets forth the purpose, operating guidelines and responsibilities of the Nominating Committee (the “Committee”) of the Boards of Trustees of the MassMutual Select Funds and the MML Series Investment Fund (together, the “Funds”). The charter is reviewed and approved periodically by each Committee. Statement of Purposes and Responsibilities The primary purposes and responsibilities of the Committee are as follows:
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the Funds. The nomination of interested Trustees shall be the responsibility of the entire Board of Trustees. Operating Guidelines The Boards of Trustees of the Funds shall appoint at least three members to serve on the Committee and shall also designate one Committee member to serve as Chair. All members of the Committee shall be “non-interested” Trustees. At the invitation of the Committee, Trustees who are non-Committee members may participate in all or part of any meetings of the Committee and the Committee may give due consideration to the opinions expressed by any non-Committee members. There will be no regular meetings of the Committee. Instead, meetings may be held as deemed appropriate by the Committee, or as called by the Chair.
Exhibit 1-1 Except as provided by law, the following provisions shall govern the conduct of Committee meetings: Notice. Notice shall be given as provided for meetings of the full Board of Trustees of the Funds. Quorum. At any Committee meeting, a majority of the Committee members 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. Action by Vote. When a quorum is present at any meeting, a majority of Committee members present may take any action. Action by Writing. Any action required or permitted to be taken at any Committee meeting may be taken without a meeting if all of the Committee members consent to the action in writing and such written consents are filed with the records of the meetings of the Committee. Such consent shall be treated for all purposes as a vote taken at a Committee meeting. Presence Through Communications Equipment. The members of the Committee may participate in a Committee meeting by means of a conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Minutes. Minutes of the meeting shall be taken and circulated to all members of the Committee in a timely manner. Identification of Independent Trustee Nominees (a)Identification of Independent Trustee Nominees. In identifying potential nominees for the Board, the Committee may consider candidates recommended by one or more of the following sources: (i) the Funds’ current Trustees, (ii) the Funds’ officers, (ii) the Funds’ investment adviser(s), (iv) the Funds’ shareholders (see below) and (v) any other source the Committee deems to be appropriate (e.g., executive search firms). (b)Consideration of Independent Trustee Candidates Recommended by Fund Shareholders. The Committee will consider and evaluate nominee candidates properly submitted by shareholders in the same manner as it considers and evaluates candidates recommended by other sources. To be considered properly submitted, shareholder recommendations for Independent Trustee candidates must be submitted in accordance with the requirements of Appendix A. Qualifications for Independent Trustee Nominees The Committee requires that all Independent Trustee candidates have a college degree or, in the judgment of the Committee, equivalent business experience. The Committee may take into account a wide variety of factors in considering Independent Trustee candidates, giving such weight to any individual factor(s) as they deem appropriate, including (but not limited to):
Exhibit 1-2
In the case of a shareholder recommended candidate, the Committee may also consider any other facts and circumstances attendant to such shareholder submission as may be deemed appropriate by the Committee, including, without limitation, the value of the Funds’ securities owned by the shareholder and the length of time such shares have been held by the shareholder. Different factors may assume greater or lesser significance at particular times, in light of the Board’s present composition and the Committee’s (or the Board’s) perception about future issues and needs. Appendix A Procedures for Shareholders to Submit Nominee Candidates A Fund shareholder must follow the following procedures in order to properly submit a nominee recommendation for the Committee’s consideration.
Exhibit 1-3
Exhibit 1-4 Exhibit 2 Declaration of Trust Comparison Chart*
Exhibit 2-1
Exhibit 2-2
Exhibit 2-3
Exhibit 2-4
Exhibit 2-5
Exhibit 2-6
Exhibit 2-7
Exhibit 2-8
Exhibit 2-9
Exhibit 2-10
Exhibit 2-11
Exhibit 2-12
Exhibit 2-13 Exhibit 3 FORM OF SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF MML SERIES INVESTMENT FUND Exhibit 3-A TABLE OF CONTENTS
Exhibit 3-B SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF MML SERIES INVESTMENT FUND THIS SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made in Springfield, Massachusetts this day of , 2011 by the Trustees hereunder and the holders of shares of beneficial interest issued and to be issued hereunder as hereinafter provided, amends and restates the first Restated Agreement and Declaration of Trust made in Springfield, Massachusetts the 14th day of May, 1993, as amended. WHEREAS, pursuant to Article IX, Section 7 of the first Restated Agreement and Declaration of Trust, as amended, the Trustees of the Trust have determined that the first Restated Agreement and Declaration of Trust should be amended and restated in its entirety as hereinafter set forth; and WHEREAS, the shareholders of the Trust have approved this Second Amended and Restated Agreement and Declaration of Trust as provided in Article IX, Section 7 of the first Restated Agreement and Declaration of Trust, as amended; and WHEREAS, this Trust has been formed to carry on the business of an investment company; and WHEREAS, the Trustees have agreed to manage all property coming into their hands as trustees of a Massachusetts business trust in accordance with the provisions hereinafter set forth; 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 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) “Trust” refers to the Massachusetts business trust established by this Agreement and Declaration of Trust, as amended from time to time; (b) “Trustees” refers to the Trustees of the Trust at this date and the persons serving in such office from time to time in the future; (c) “Shares” means the equal proportionate units into which the beneficial interest in the Trust or in the Trust property belonging to any Series of the Trust (or in the property belonging to any Series allocable to any Class of that Series) (as the context may require) shall be divided from time to time; (d) “Shareholder” means a record owner of Shares; (e) “1940 Act” refers to the Investment Company Act of 1940 and the rules and regulations thereunder, all as amended from time to time; Exhibit 3-1 (f) The terms “Commission” and “principal underwriter” shall have the meanings given them in the 1940 Act; (g) “Declaration of Trust” and “this Declaration” shall mean this Second Amended and Restated Agreement and Declaration of Trust, as further amended or restated from time to time; (h) “Bylaws” shall mean the Bylaws of the Trust as amended from time to time; (i) “Series Company” refers to the form of registered open-end investment company described in Section 18(f)(2) of the 1940 Act or in any successor statutory provision; (j) “Series” refers to the Series of Shares established and designated under or in accordance with the provisions of Article III; and (k) “Class” refers to any class of Shares of a Series established and designated under or in accordance with the provisions of Article III. The Shares of a Class shall represent a subset of Shares of a Series, and the Shares of each Class, together with the Shares of all other Classes of the same Series, shall constitute all Shares of that Series. ARTICLE II Purpose of Trust The purpose of the Trust is to provide investors a managed investment primarily in securities (including options), debt instruments, money market instruments, commodities, commodity contracts and options thereon. ARTICLE III Shares Section 1.Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, without par value. Subject to the provisions of Section 6 of this Article III, each Share shall have the voting rights as provided in Article V hereof, and holders of the Shares of any Series or Class shall be entitled to receive dividends, when and as declared with respect thereto in the manner provided in Article VI, Section 1 hereof. No Share shall have any priority or preference over any other Share of the same Series and Class with respect to dividends or distributions upon termination of the Trust or of such Series or Class made pursuant to Article IX, Section 4 hereof. Unless the Trustees have authorized the issuance of Shares of a Series in two or more Classes, all dividends and distributions shall be made ratably among all Shareholders of a particular Series from the assets belonging to such Series according to the number of Shares of such Series held of record by such Shareholders on the record date for any dividend or distribution or on the date of termination, as the case may be. The Trustees may from time to time divide or combine the Shares of any particular Series or Class into a greater or lesser number of Shares of that Series or Class without thereby changing the proportionate beneficial interest of the Shares of that Series or Class in the assets belonging to that Series (or allocable to the Shares of that Class) or in any way affecting the rights of Shares of any other Series or Class. Section 2.Ownership of Shares. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series and Class. 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 transfer of Shares of each Series and Class 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 Class and as to the number of Shares of each Series and Class held from time to time by each Shareholder. Exhibit 3-2 Section 3.Investments in the Trust. The Trustees shall accept investments in the Trust from such persons and on such terms and for such consideration as they from time to time authorize. Section 4.Status of Shares and Limitation of Personal Liability. Shares shall be deemed to be personal property giving only the rights provided in this instrument. 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 same 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 entitles such representative only to the rights of said deceased Shareholder under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property 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 of each other. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Shareholders, 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. Section 5.Power of Trustees to Change Provisions Relating to Shares. Notwithstanding any other provisions of this Declaration of Trust and without limiting the power of the Trustees to amend the Declaration of Trust as provided elsewhere herein, the Trustees shall have the power to amend this Declaration of Trust, at any time and from time to time, in such manner as the Trustees may determine in their sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the Shares contained in this Declaration of Trust for the purpose of, without limitation, (i) responding to or complying with any regulations, orders, rulings or interpretations of any governmental agency or any laws, now or hereafter applicable to the Trust, or (ii) designating and establishing Series or Classes in addition to the Series or Classes established in Section 6 of this Article III. The establishment and designation of any Series of Shares in addition to the Series established and designated in Section 6 of this Article III shall be effective upon the adoption by vote or written consent of a majority of the then Trustees of a resolution setting forth such establishment and designation and the relative rights and preferences of such Series and such eligibility requirements for investment therein as the Trustees may determine, or as otherwise provided in such resolution. The establishment and designation of any Class of Shares in addition to the Classes established and designated in Section 6 of this Article III shall be effective upon the adoption by vote or written consent of a majority of the then Trustees of a resolution setting forth such establishment and designation and the relative rights and preferences of such Class and such eligibility requirements for investment therein as the Trustees may determine, or as otherwise provided in such resolution. Without limiting the generality of the foregoing, the Trustees may, without the approval of Shareholders: (a) create one or more Series or Classes of Shares (with respect to or in addition to any Series or Classes already existing or otherwise) with such rights and preferences and such eligibility requirements for investment therein as the Trustees shall determine, and reclassify any or all outstanding Shares as shares of particular Series or Classes in accordance with such eligibility requirements; (b) amend any of the provisions set forth in paragraphs (a) through (j) of Section 6 of this Article III; (c) combine one or more Series or Classes of Shares into a single Series or Class on such terms and conditions as the Trustees shall determine; (d) change or eliminate any eligibility requirements for investment in Shares of any Series or Class, including without limitation the power to provide for the issue of Shares of any Series or Class in connection with any consolidation, merger or transfer of assets of the Trust or a Series as set forth in Article IX, Section 5; (e) change the designation of any Series or Class of Shares; Exhibit 3-3 (f) change the method of allocating dividends among the various Series and Classes of Shares; (g) allocate any specific assets or liabilities of the Trust or any specific items of income or expense of the Trust to one or more Series or Classes of Shares; (h) specifically allocate assets to any or all Series or Classes of Shares or create one or more additional Series or Classes of Shares which are preferred over all other Series or Classes of Shares in respect of assets specifically allocated thereto or any dividends paid by the Trust with respect to any net income, however determined, earned from the investment and reinvestment of any assets so allocated or otherwise and provide for any special voting or other rights with respect to such Series or Classes; and (i) divide one or more Series of Shares into one or more Classes on such terms and conditions as the Trustees may determine. Section 6.Establishment and Designation of Series and Classes. Without limiting the authority of the Trustees set forth in Section 5, inter alia, to establish and designate any further Series or Classes or to modify the rights and preferences of any Series or Classes, the following Series and Classes have been and are established and designated as of the date of this amendment and restatement: [To be updated as of signing] Shares of each Series established in this Section 6 shall have the following rights and preferences relative to Shares of each other Series together with such other rights and preferences relative to such other Series as are set forth in any resolution of the Trustees establishing and designating such Series of Shares, and Shares of each Class of a Series divided into two or more Classes shall have such rights and preferences relative to other Classes of the same Series as are set forth below, together with such other rights and preferences relative to such other Classes as are set forth in any resolution of the Trustees establishing and designating such Class of Shares: (a)Assets Belonging to Series. Subject to the provisions of paragraph (c) of this Section 6: All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets belonging to” that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series (collectively “General Assets”), the Trustees shall allocate such General Assets to, between or among any one or more of the Series established and designated from time to time, in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and any General Asset so allocated to a particular Series shall belong to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. (b)Liabilities Belonging to Series. Subject to the provisions of paragraph (c) of this Section 6: The assets belonging to each particular Series shall be charged solely with the liabilities of the Trust in respect to that Series, expenses, costs, charges and reserves attributable to that Series, and any general liabilities of the Trust which are not readily identifiable as belonging to any particular Series but which are allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in a manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, Exhibit 3-4 expenses, costs, charges, and reserves so charged to a Series are herein referred to as “liabilities belonging to” that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. (c)Apportionment of Assets etc. in Case of Series with Multiple Classes. In the case of any Series whose Shares are issued in two or more Classes, to the extent necessary or appropriate to give effect to the relative rights and preferences of any Classes of Shares of such Series, (i) any assets, income, earnings, profits, proceeds, liabilities, expenses, charges, costs, and reserves belonging or attributable to that Series may be allocated or attributed to a particular Class of Shares of that Series or apportioned among two or more Classes of such Series; and (ii) Shares of any Class of such Series may have priority or preference over Shares of other Classes of such Series with respect to dividends or distributions upon termination of the Trust or of such Series of Class or otherwise, provided that no Share shall have any priority or preference over any other Shares of the same Class and that all dividends and distributions to Shareholders of a particular Class shall be made ratably among all Shareholders of such Class according to the number of Shares of such Class held of record by such Shareholders on the record date for any dividend or distribution or on the date of termination, as the case may be. (d)Dividends, Distributions, Redemptions, and Repurchases. Notwithstanding any other provisions of this Declaration, including, without limitation, Article VI, 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 belonging to such Series, nor shall any Shareholder of any particular Series otherwise have any right or claim against the assets belonging to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. (e)Voting. Notwithstanding any of the other provisions of this Declaration, including, without limitation, Section 1 of Article V, the Shareholders of any particular Series or Class shall not be entitled to vote on any matters as to which such Series or Class is not affected. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in this Declaration or in the Bylaws, be voted in the aggregate as a single class without regard to Series or Class of Shares, except that (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more Series or Classes of Shares materially differently, Shares shall be voted by individual Series or Class as the Trustees shall determine, and (ii) when the matter affects only the interests of one or more Series or Classes, only Shareholders of such Series or Classes shall be entitled to vote thereon. (f)Equality. Except to the extent necessary or appropriate to give effect to the relative rights and preferences of any Classes of Shares of a Series, all the Shares of each particular Series shall represent an equal proportionate interest in the assets and liabilities belonging to that Series (subject to the liabilities belonging to that Series), and each Share of any particular Series shall be equal to each other Share of that Series. All the Shares of each particular Class of Shares of a Series shall represent an equal proportionate interest in the assets belonging to that Class (subject to the liabilities belonging to that Class), and each Share of any particular Class shall be equal to each other Share of that Class. (g)Fractions. Any fractional Share of a Series or Class shall carry proportionately all the rights and obligations of a whole share of that Series or Class, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust. (h)Exchange Privilege. The Trustees shall have the authority to provide that the holders of Shares of any Series or Class shall have the right to exchange said Shares for Shares of one or more other Series or Classes of Shares in accordance with such requirements and procedures as may be established by the Trustees. (i)Combination of Series or Classes. The Trustees shall have the authority, without the approval of the Shareholders of any Series or Class, as applicable, unless otherwise required by applicable law, to combine the assets and liabilities belonging to any two or more Series (or the assets allocable to any two or more Classes) into Exhibit 3-5 assets and liabilities belonging (or allocable) to a single Series or Class on such terms and conditions as the Trustees shall determine or consolidate, merge or transfer assets of the Trust or any Series as set forth in Article IX, Section 5. (j)Elimination of Series or Classes. At any time that there are no Shares outstanding of any particular Series previously established and designated, the Trustees may abolish and rescind the establishment and designation of that Series, by vote or written consent of a majority of the then Trustees. At any time that there are no Shares outstanding of any particular Class previously established and designated of a Series, the Trustees may abolish that Class and rescind the establishment and designation thereof, by vote or written consent of a majority of the then Trustees. Section 7.Indemnification of 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 of the Trust or of a particular Series or Class and not because of his or her 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 out of the assets of the Series of which he or she is a Shareholder or former Shareholder to be held harmless from and indemnified against all loss and expense arising from such liability. Section 8.No Preemptive Rights. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. Section 9.Derivative Claims. No Shareholder shall have the right to bring or maintain any court action, proceeding or claim on behalf of this Trust or any Series without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall be excused only when the plaintiff makes a specific showing that irreparable injury to the Trust or Series would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust’s principal office and shall set forth in reasonable detail the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or Series, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders shall be made by the Trustees in their business judgment and shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or a Series shall be subject to the right of the Shareholders under Article V, Section 1 hereof to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained. ARTICLE IV The Trustees Section 1.Election and Tenure. The Trustees may fix the number of Trustees, fill vacancies in the Trustees, including vacancies arising from an increase in the number of Trustees, or remove Trustees with or without cause. Each Trustee shall serve during the continued lifetime of the Trust until he or she dies, resigns or is removed, or, if sooner, until the election and qualification of his or her successor. Any Trustee may resign at any time by written instrument signed by him or her and delivered to any officer of the Trust or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee 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. The Shareholders may fix the number of Trustees and elect Trustees at any meeting of Shareholders called by the Trustees for that purpose and to the extent required by applicable law. Exhibit 3-6 Section 2.Effect of Death, Resignation, Etc. of a Trustee. The death, declination, resignation, retirement, removal or incapacity of the Trustees, or any 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 3.Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities or investment transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may adopt Bylaws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such Bylaws do not reserve that right to the Shareholders; they may fill vacancies in or remove from their number (including any vacancies created by an increase in the number of Trustees); they may remove Trustees from their number with or without cause; they may elect and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and terminate one or more committees consisting of two or more Trustees which may exercise the powers and authority of the Trustees to the extent that the Trustees determine; they may 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 or with a Federal Reserve Bank; they may retain a transfer agent or a shareholder servicing agent, or both; they may provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise; they may set record dates for the determination of Shareholders with respect to various matters; and in general they may 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, lease, or write options with respect to or otherwise deal in any property rights relating to 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 or other property; (e) To hold any security or other property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer of any security or other investment which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security or other property held in the Trust; (g) To join with other security holders or investors in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security or other investment to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security or other investment (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; Exhibit 3-7 (h) 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; (i) To enter into joint ventures, general or limited partnerships and any other combinations or associations; (j) To borrow funds or other property; (k) 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; (1) To purchase and pay for entirely out of Trust property 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, 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 Trustee, officer, employee, agent, investment adviser, 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 liability; (m) To pay pensions as deemed appropriate by the Trustees and to adopt, establish and carry out pension, profit-sharing, 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; (n) To enter into forward commitments, futures contracts and swap contracts and to buy and sell options on futures contracts or swap contracts and to buy, sell, and/or to enter into transactions with respect to any other securities or derivative instruments; and (o) To engage in any other lawful act or activity in which corporations organized under the Massachusetts Business Corporation Act may engage. 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. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder. Section 4.Payment of Expenses by the Trust. The Trustees are authorized to pay or 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, 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, administrator, 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. Section 5.Payment of Expenses by Shareholders. The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder. Exhibit 3-8 Section 6.Ownership of Assets of the Trust. Title to all of the assets of the Trust shall at all times be considered as vested in the Trustees. Section 7.Advisory, Management and Distribution Contracts. Subject to such requirements and restrictions as may be set forth in the Bylaws, the Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any Series with Massachusetts Mutual Life Insurance Company or any other partnership, corporation, trust, association or other organization (the “Manager”); and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other partnership, corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor, principal underwriter or placement agent 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 as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, administrator, adviser, principal underwriter, placement agent, distributor or affiliate or agent of or for any partnership, 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 placement agreement, 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 (ii) any partnership, corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s or distributor’s contract, or placement agreement, 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 (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, (iii) 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, (iv) with respect to the termination of the Trust or any Series or Class to the extent and as provided in Article IX, Section 4, and (v) 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. There shall be no cumulative voting in the election of Trustees. Shares may be voted in 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 Exhibit 3-9 challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or Class are outstanding the Trustees may exercise all rights of Shareholders of that Series or Class with respect to matters affecting that Series or Class and may with respect to that Series or Class take any action required by law, this Declaration of Trust or the Bylaws to be taken by the Shareholders thereof. Section 2.Voting Power and Meetings. Meetings of the Shareholders may be called by the Trustees for the purpose of electing Trustees as provided in Article IV, Section 1 and for such other purposes as may be prescribed by law, by this Declaration of Trust or by the Bylaws. Meetings of the Shareholders may also be called by the Trustees from time to time for the purpose of taking action upon any other matter deemed by the Trustees to be necessary or desirable. A meeting of Shareholders may be held at any place designated by the Trustees. 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 and place of the meeting, to each Shareholder at the Shareholder’s address as it appears on the records of the Trust or by facsimile or other electronic transmission, at least seven days before such meeting, to the telephone or facsimile number or e-mail or other electronic address most recently furnished to the Trust (or its agent) by the Shareholder. Whenever notice of a meeting is required to be given to a Shareholder under this Declaration of Trust or the Bylaws, a written waiver thereof, executed before or after the meeting by such Shareholder or his or her attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. Section 3.Quorum and Required Vote. Except when a larger quorum is required by law, by the Bylaws or by this Declaration of Trust, 10% of the Shares entitled to vote shall constitute a quorum at a Shareholders’ meeting. When any one or more Series or Classes is to vote as a single class separate from any other Shares, 10% of the Shares of such Class shall constitute a quorum at a Shareholders’ meeting of that Class. Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. When a quorum is present at any meeting, a majority of the Shares voted shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the Bylaws or by law, or when the Trustees determine in their discretion to require a larger vote. In any case where Shares of one or more Series or Classes are voted separately, the vote of a majority (or such larger vote as is required as aforesaid) of the Shares voted shall be required to decide such question. Section 4.Action by Written Consent. Any action taken by Shareholders may be taken without a meeting if Shareholders holding a majority of the Shares 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 by the Bylaws) consent to the 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.Record Dates. For the purpose of determining the Shareholders of any Series or Class who are entitled to vote or act at any meeting or any adjournment thereof, the Trustees may from time to time fix a time as the record date for determining the Shareholders of such Series or Class having the right to notice of and to vote at such a meeting and any adjournment thereof, 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. For the purpose of determining the Shareholders of any Series or Class who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a date, which shall be before the date for the payment of such dividend or such other payment, as the record date for determining the Shareholders of such Series or Class having the right to receive such dividend or distribution. Without fixing a record date the Trustees may for voting and/or distribution purposes close the register or transfer books for one or more Series or Classes for all or any part of the period between a record date and a meeting of Shareholders or the payment of a distribution. Nothing in this section shall be construed as precluding the Trustees from setting different record dates for different Series or Classes. Exhibit 3-10 Section 6.Additional Provisions. The Bylaws may include further provisions for Shareholders’ votes and meetings and related matters. ARTICLE VI Net Income, Distributions, and Redemptions and Repurchases Section 1.Distributions of Net Income. The Trustees shall each year, or more frequently if they so determine in their sole discretion, distribute to the Shareholders of each Series or Class, in Shares of that Series or Class, cash or otherwise, an amount approximately equal to the net income attributable to the assets belonging to such Series or Class and may from time to time distribute to the Shareholders of each Series or Class, in shares of that Series or Class, cash or otherwise, such additional amounts, but only from the assets belonging to such Series (or allocable to such Class), as they may authorize. All dividends and distributions on Shares of a particular Series or Class shall be distributed pro rata to the holders of that Series or Class in proportion to the number of Shares of that Series or Class held by such holders and recorded on the books of the Trust at the date and time of record established for that payment of such dividend or distributions. The manner of determining net income, income, asset values, capital gains, expenses, liabilities and reserves of any Series or Class may from time to time be altered as necessary or desirable in the judgment of the Trustees to conform such manner of determination to any other method prescribed or permitted by applicable law. Net income shall be determined by the Trustees or by such person as they may authorize at the times and in the manner provided in the Bylaws. Determinations of net income of any Series or Class and determination of income, asset values, capital gains, expenses, and liabilities made by the Trustees, or by such person as they may authorize, in good faith, shall be binding on all parties concerned. The foregoing sentence shall not be construed to protect any Trustee, officer or agent of the Trust against any liability to the Trust or its security holders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. If, for any reason, the net income of any Series or Class determined at any time is a negative amount, in the discretion of the Trustees the pro rata share of such negative amount allocable to each Shareholder of such Series or Class may constitute a liability of such Shareholder to that Series or Class which shall be paid out of such Shareholder’s account at such times and in such manner as the Trustees may from time to time determine (x) out of the accrued dividend account of such Shareholder, (y) by reducing the number of Shares of that Series or Class in the account of such Shareholder, or (z) otherwise. Section 2.Redemptions and Repurchases. The Trust shall purchase such Shares as offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a person designated by the Trust that the Trust purchase 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 determined in accordance with the policies and procedures that may be adopted from time to time 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. The redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine that such payment is advisable in the interests of the remaining Shareholders of the Series or Class the Shares of which are being redeemed. The fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation or other person in transferring securities selected for delivery as all or part of any payment in kind. Exhibit 3-11 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 described in Section 2 of this Article VI: (i) if at such time such Shareholder owns Shares of any Series or Class having an aggregate net asset value of less than an amount determined from time to time by the Trustees; or (ii) to the extent that such Shareholder owns Shares equal to or in excess of a percentage determined from time to time by the Trustees of the outstanding Shares of the Trust or of any Series or Class. 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 of compensation 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 wrong-doing 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 willful 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 issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, 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 every person who is or has been a Trustee or officer (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 or paid by any Covered Person in connection with the defense or disposition of any claim, action, suit or other proceeding, whether civil, criminal, or other, including appeals, 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 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 to be 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. 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 disinterested Trustees acting on the matter (provided that a majority of the disinterested 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. Exhibit 3-12 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 on the merits by a court, or by any other body before which the proceeding was brought, that such Covered Person 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 (a) approved, 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 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 (the disinterested Trustees to take final action on the consideration of such approval within 60 days of a request thereof by a Covered Person), or (b) 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 indemnification would not protect such Covered Person against any liability to the Trust to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (which opinion the Trustees shall use reasonable diligence to obtain within 60 days of a request therefor by a Covered Person). 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 jurisdiction 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.Rebuttable Presumption. For purposes of the determination or opinion referred to in clause (c) of Section 1 of this Article VIII or clauses (a) or (b) of Section 2 of this Article VIII, the majority of disinterested Trustees acting on the matter or independent legal counsel, as the case may be, shall be entitled to rely upon a rebuttable presumption that the Covered Person has not engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Section 4.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 as defined in Section 2(a)(19) of the 1940 Act (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 5.No Presumption. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Covered Person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Trust or that the person had reasonable cause to believe that the person’s conduct was lawful. Section 6.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 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. Exhibit 3-13 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 any Series shall look only to the assets of the Trust or to the assets of that particular Series for payment under such credit, contract or claim; and neither 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 willful 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 on behalf of the Trust by the Trustees, by any officer or officers or otherwise shall give notice that this Declaration of Trust is on file with the Secretary of State 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 or otherwise 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 or upon the assets belonging to the Series for the benefit of which the Trustees have caused the note, bond, contract, instrument, certificate or undertaking to be made or issued, and may contain such further recital as he or she or they may deem appropriate, but the omission of any such recital shall not operate to bind any Trustee or Trustees or officer or officers or Shareholders or any other person 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 willful 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 counsel or 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. For purposes of (a) any standard of care applicable to a Trustee in the discharge of his or her duties as a trustee and (b) indemnification of a Trustee pursuant to Article VIII of this Declaration of Trust, the conduct of the Trustee shall be evaluated solely by reference to a hypothetical reasonable person, without regard to any special expertise, knowledge or other qualifications of the Trustee. In particular, and without limiting the generality of the foregoing, the appointment, designation or identification of a Trustee as chair of the Trustees, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Trustee, or any other special appointment, designation or identification of a Trustee, shall not result in that Trustee being held to a standard of care that is higher than the standard that would be applicable in the absence of such an appointment, designation or identification or of such knowledge, experience or qualification, nor shall such an appointment, designation or identification or such knowledge, experience or other qualification impose any duties, obligations or liabilities that are greater than would obtain in the absence of such an appointment, designation or identification or such knowledge, experience or qualification. 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.Termination of Trust or Series or Class. Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be terminated at any time by vote of at least 50% of the Shares of each Series entitled to vote and voting separately by Series or by the Trustees by written notice to the Exhibit 3-14 Shareholders. Any Series or Class may be terminated at any time by vote of at least 50% of the Shares of that Series or Class or by the Trustees by written notice to the Shareholders of that Series or Class. Upon termination of the Trust (or any Series or Class, as the case may be), after paying or otherwise providing for all charges, taxes, expenses and liabilities belonging, severally, to each Series (or the applicable Series or attributable to the particular Class, as the case may be), whether due or accrued or anticipated as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets belonging, severally, to each Series (or the applicable Series or attributable to the particular Class, as the case may be), to distributable form in cash or shares or other securities or other property, or any combination thereof, and distribute the proceeds belonging to each Series (or the applicable Series or attributable to the particular Class, as the case may be) to the Shareholders of that Series (or Class as the case may be), as a Series (or Class as the case may be), ratably according to the number of Shares of that Series (or Class as the case may be) held by the several Shareholders on the date of termination. Section 5.Merger, Consolidation or Transfer. The Trust, or any one or more Series or Classes of the Trust, may, either as the successor, survivor or non-survivor, (1) consolidate or merge with one or more other trusts, series, or Classes (including any Series or Classes of the Trust), sub-trusts, partnerships, limited liability companies, associations or corporations organized under the laws of The Commonwealth of Massachusetts or any other state of the United States, to form a consolidated or merged trust, series, Class, sub-trust, partnership, limited liability company, association or corporation under the laws of any state under the laws of which any one of the constituent entities is organized or (2) transfer all or a substantial portion of its assets to one or more other trusts, series, or Classes (including any Series or Classes of the Trust), sub-trusts, partnerships, limited liability companies, associations or corporations organized under the laws of The Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts, series, or classes (including any Series or Classes of the Trust), sub-trusts, partnerships, limited liability companies, associations or corporations transfer all or a substantial portion of its assets to it, any such consolidation, merger or transfer to be upon such terms and conditions as are specified in an agreement and plan of reorganization authorized and approved by the Trustees and entered into by the Trust, or one or more Series or Class, as the case may be, in connection therewith. Unless otherwise required by applicable law, any such consolidation, merger or transfer may be authorized by vote of a majority of the then Trustees without the approval of Shareholders of the Trust or relevant Series or Class. Section 6.Filing of Copies, References, Headings. The original or a copy of this instrument 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 instrument and of each amendment hereto shall be filed by the Trust with the Secretary of State of The Commonwealth of Massachusetts and with 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 instrument or of any such amendments. In this instrument and in any such amendment, references to this instrument, and all expressions like “herein”, “hereof’ and “hereunder” shall be deemed to refer to this instrument 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 instrument. This instrument may be executed in any number of counterparts each of which shall be deemed an original. Section 7.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. Exhibit 3-15 Section 8.Amendments. The Trustees may without shareholder vote amend or otherwise supplement this Declaration of Trust, including without limitation by way of an amendment and restatement. Shareholders shall have the right to vote only (a) to the extent required by applicable law or otherwise required by this Declaration of Trust or the Bylaws as in effect at the time or (b) as the Trustees may otherwise determine. IN WITNESS WHEREOF, this Second Amended and Restated Agreement and Declaration of Trust is hereby adopted by the Trustees as of this [ ] day of [ ], 201[1]. [Signature block follows] Exhibit 3-16 Exhibit 4 FORMOF AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MML [ ] Fund ThisAmended and Restated INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of [date], is between Massachusetts Mutual Life Insurance Company, amutual life insurance company organized under the laws of the Commonwealth of Massachusetts WHEREAS, the Trust is an open-end WHEREAS, the Manager is an investment adviser registered with the Commission as such under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) WHEREAS, the Trust desires to appoint the Manager as its investment manager for the Fund and the Manager is willing to act in such capacity upon the terms herein set forth; WHEREAS, the Trust and the Manager wish to amend and restate the Investment Management Agreement between them originally dated [date]; NOW THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Trust and the Manager hereby agree as follows:
The Trust hereby employs the Manager and the Manager hereby undertakes to act as the investment manager of the Fund, to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth (a) the provisions of the 1940 Act, the Advisers Act and any rules or regulations thereunder; (b) any other applicable provisions of state or federal law; (c) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust as amended from time to time (collectively referred to as the “Trust Documents”); (d) policies and determinations of the Board of Trustees of the Trust; (e) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement or as such policies may, from time to time, be amended by the Board of Trustees, or where necessary, by the Fund’s shareholders; and/or (f) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. Exhibit 4-1 The appropriate officers and employees of the Manager shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and the Trust with respect to any matter dealing with the business and affairs of the Fund
(a) The Manager shall, subject to the direction and control (b)
Exhibit 4-2
The Manager shall perform the obligations hereunder relating generally to the investment program of the Fund that have not been delegated to any Subadviser.
(d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or (e) The Manager (f) The Manager shall not be obligated to pay any expenses of or for the Trust or the Fund not expressly assumed by the Manager pursuant to this Management Agreement.
The Trust shall provide the Manager with the following information about the Fund: (a) cash flow estimates on request; (b) notice of the Fund’s “investable funds” by 9:00 a.m. each business day; and (c) as they are modified, from time to time, current versions of the documents and policies referred to in Subsections (c), (d), (e), and (f) of Section 1 hereof, above.
The Trust agrees to pay the Manager and the Manager 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 at the Exhibit 4-3 annual rate of[varies by Fund] of the average daily net asset value of the Fund, determined at the close of the New York Stock Exchange on each day that the Exchange is open for trading and paid on the last day of each month.The Trust hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
(a) The Manager 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”), including (b) The Manager may effect the purchase and sale of securities (c) The Manager 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 Manager 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; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.
Unless terminated earlier pursuant to Section 7 hereof, this Management Agreement Exhibit 4-4
This Management Agreement shall terminate automatically upon its assignment This Management Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the
(a) Standard of Care. Notwithstanding any other provisions of this Management Agreement, in the absence of willful misfeasance, bad faith, or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager, including its officers, directors, and partners, shall not be subject to any liability to the Trust or the Fund, or to any shareholder, officer, director, partner, or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (b) Legal Advice. On issues that are legal in nature, the Manager will be entitled to receive and act upon the advice of legal counsel of its own selection, which can be counsel for the Trust, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Management Agreement in good faith conformity with such advice. (c)Good Faith Reliance. The Manager will be protected and not be liable, and will be indemnified and held harmless, for any action reasonably taken or omitted to be taken by it in its capacityas investment adviser in reasonable reliance upon any document, certificate, or instrument which it reasonably believes to be genuine and to be signed or presented by the proper person or persons. (d) Damages. Notwithstanding anything in this Management Agreement to the contrary, in no event shall the Manager or the Trust be liable to the other, or to any third party, for special, punitive or consequential damages arising, directly or indirectly from this Management Agreement, even if said party has been advised by the other party of the possibility of such damages. (e) Acts of God.In the event either party is unable to perform its obligations under the terms of this Management Agreement, despite having taken commercially reasonable precautions, because of acts of God, interruption of electrical power or other utilities, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable to the other for any damages resulting from such failure to perform or otherwise from such causes. The Manager and the Trust shall notify each other as soon as reasonably possible following the occurrence of an event described in this subsection.
(a) Subject to the provisions of the Agreement and Declaration of Trust and the 1940 Act, the Manager, at its expense, may, in its discretion, Exhibit 4-5
(b) The Manager will be responsible for payment of all compensation to any (c) The Manager’s obligations to a Fund in respect of the performance by any Subadviser of its obligations in respect of the Fund shall be only those obligations set out in Section 2(b) of this Management Agreement and the applicable subadvisory agreement. Without limiting the generality of the foregoing, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Subadviser to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Subadviser or any employee or agent of the Subadviser or any failure by the Subadviser to comply with applicable law, the applicable subadvisory agreement, any investment objective or policies of the Fund, or any instructions from the Board of Trustees or the Manager.
Exhibit 4-6
Any notice under this Management Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party
The Trust and the Fund recognize the Manager’s ownership and control of the initials “MML” and agree that their right to use such initials is non-exclusive and can be terminated by the Manager at any time. The right of the Trust and the Fund to use of such initials will automatically be terminated if at any time none of the Manager or any subsidiary or affiliate of the Manager is investment manager for the Fund, and the Trust and the Fund agree to cease the use of such initials at and after such time.
This Management Agreement and all performance hereunder will be governed by the laws of the Commonwealth of Massachusetts, without giving effect to principles of conflicts of laws.
For the purposes of this Management Agreement, the terms “affiliated person,” “interested person,” “assignment,” and “majority of the outstanding voting securities” shall have their respective meanings defined in the 1940 Act, subject, however, to such rules, exemptions, and interpretations as may be adopted, granted, or published by the Commission from time to time. IN WITNESS WHEREOF, the Trust and the Manager have caused this Management Agreement to be executed on the day and year first above written. [Signature block follows] Exhibit 4-7 Exhibit 5 FORMOF AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MML [ ] Fund ThisAmended and RestatedINVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated WHEREAS, the Trust is an open-end 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 “1940 Act”); WHEREAS, the Manager is an investment adviser registered with the Commission as such under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and WHEREAS, the Trust, on behalf of the Fund, and the WHEREAS, the Trust and the Manager wish to amend and restate the Investment Management Agreement between them originally dated [date]; NOW 1. (a) The Trust hereby employs the Manager and the Manager hereby undertakes to act as the investment manager and administrator of the Fund, to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth, in each case in accordance with: (i) the provisions of the 1940 Act, the Advisers 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 By-Laws 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; Exhibit 5-1 (v) (in its capacity as investment manager) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement or as such policies may, from time to time, be amended by the Board of Trustees, or where necessary, by the Fund’s shareholders; and/or (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. The appropriate officers and employees of the Manager shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust and the Trust with respect to any matter dealing with the business and affairs of the Fund.
(a) General.The Manager shall, subject to the direction and control of the Trust’s Board of Trustees (i) (except to the extent an investment subadviser (each, a “Subadviser”), as defined below, has been retained in respect of some or all of the assets of the Fund) furnish continuously an investment program for the Fund and make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities; and (ii) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Subadvisers.In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 13 below, the Manager shall take the following actions in respect of the performance by the Subadviser of its obligations in respect of the Fund:
Exhibit 5-2
The Manager shall perform the obligations hereunder relating generally to the investment program of the Fund that have not been delegated to any Subadviser.
(c) Other advisory services. In addition, the Manager shall provide advice and recommendations to the Board of Trustees, and perform such review and oversight functions as the Board of Trustees may reasonably request, as to the continuing appropriateness of the investment objective, strategies, and policies of the Fund, valuations of portfolio securities, and other matters relating generally to the investment program of the Fund. 3. (a) The Manager shall, subject to the direction and control of the Trust’s Board of Trustees, provide, or provide for,
(i) Services to be provided by the Manager will include the following:
Exhibit 5-3
(ii) For clarity, the Manager shall not be required to perform the following services:
(b) The Manager may in its discretion, subject to approval by the Trust’s Board of Trustees, delegate or subcontract some or all of the Manager’s duties under this Section 3 to one or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager.
Exhibit 5-4 shall not disclose or use any records or information obtained pursuant to thisManagement Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The 4. Services to others. Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or subadviser or administrator or sub-administrator for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of its directors, officers, members, stockholders, or employees from buying, selling, or trading any securities for its or their own accounts or for the account of others for whom it or they may be acting. 5. Officers of the Trust. The Manager shall, at its own expense, provide employees of the Manager to serve as officers of the Trust as the Board of Trustees may request. The Manager and the Board of Trustees may from time to time agree that the expense of certain officers of the Trust who may also be employees of the Manager, including without limitation the Chief Compliance Officer of the Trust and any Assistant Chief Compliance Officers, will be borne in part by the Trust and in part by the Manager or entirely by the Trust. 6. Expenses. The Manager shall, except as the Manager and the Fund may otherwise agree, pay all of its own costs and expenses incurred in performing its obligations hereunder, including without limitation the fees and expenses of any Subadviser or Sub-Administrator, but shall not otherwise be obligated to pay any expenses of or for the Trust or the Fund not expressly assumed by the Manager pursuant to this Management Agreement.
The Trust shall provide the Manager with the following information about the Fund: (a) cash flow estimates on request; (b) notice of the Fund’s “investable funds” by 9:00 a.m. each business day; and (c) as they are modified, from time to time, current versions of the documents and policies referred to in Subsections (a)(iii), (iv), (v), and (vi) of Section 1 hereof, above.
The Trust agrees to pay the Manager and the Manager 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 at the annual rate of[varies by Fund] of the average daily net asset value of the Fund, determined at the close of the New York Stock Exchange on each day that the Exchange is open for trading and paid on the last day of each month. The Trust hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust and any Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). 9. Exhibit 5-5 (a) The Manager 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”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions. (b) The Manager may effect the purchase and sale of securities in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the broker acts either as principal or as agent. (c) The Manager 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 Manager 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; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Management Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. (d) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 13 below, the Manager shall report periodically to the Board of Trustees as to the brokerage activities of the Subadviser in respect of the Fund, at such times and in such format as the Board of Trustees may reasonably specify.
Unless terminated earlier pursuant to Section 11 hereof, this Management Agreement shall continue in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees or by the holders of a majority of the outstanding voting securities of the Fund, and in either case by a majority of the Trustees of the Trust who are not parties to this Management Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.
This Management Agreement shall terminate automatically upon its assignment; it may also be terminated without penalty: (i) at any time for cause or by agreement of the parties or (ii) by either party upon sixty days’ written notice to the other party. This Management Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved by the vote of the majority of the Trustees of the Trust who are not parties to this Management Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval and by the holders of a majority of the outstanding voting securities of the Fund, if such approval is required by the 1940 Act or the rules and regulations thereunder. Exhibit 5-6
(a) Standard of Care. Notwithstanding any other provisions of this Management Agreement, in the absence of willful misfeasance, bad faith, or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager, including its officers, directors, and partners, shall not be subject to any liability to the Trust or the Fund, or to any shareholder, officer, director, partner, or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder. (b) Valuation. In computing the net asset value of the Fund, the Manager may rely in good faith upon information furnished to it in respect of (i) the manner of accrual of the liabilities of the Fund and in respect of liabilities of the Fund not appearing on its books of account of the Fund, (ii) reserves, if any, authorized by the Board of Trustees or that no such reserves have been authorized, (iii) the source of the quotations to be used in computing the net asset value, (iv) the value to be assigned to any security for which no price quotations are available, and (v) the method of computation of the public offering price on the basis of the net asset value of the shares, and the Manager shall not be responsible for any loss occasioned by such reliance, or for any good faith reliance on any quotations received from a source pursuant to (iii) above. (c) Legal Advice. On issues that are legal in nature, the Manager will be entitled to receive and act upon the advice of legal counsel of its own selection, which can be counsel for the Trust, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Management Agreement in good faith conformity with such advice. On issues that are related to financial accounting matters, the Manager will be entitled to receive and act upon the advice of the Trust’s independent public accountants. (d)Good Faith Reliance. The Manager will be protected and not be liable, and will be indemnified and held harmless, for any action reasonably taken or omitted to be taken by it in its capacity as investment adviser in reasonable reliance upon any document, certificate, or instrument which it reasonably believes to be genuine and to be signed or presented by the proper person or persons. (e) Damages. Notwithstanding anything in this Management Agreement to the contrary, in no event shall the Manager or the Trust be liable to the other, or to any third party, for special, punitive or consequential damages arising, directly or indirectly from this Management Agreement, even if said party has been advised by the other party of the possibility of such damages. (f) Acts of God.In the event either party is unable to perform its obligations under the terms of this Management Agreement, despite having taken commercially reasonable precautions, because of acts of God, interruption of electrical power or other utilities, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable to the other for any damages resulting from such failure to perform or otherwise from such causes. The Manager and the Trust shall notify each other as soon as reasonably possible following the occurrence of an event described in this subsection.
(a) Subject to the provisions of the Agreement and Declaration of Trust and the 1940 Act, the Manager, at its expense, may, in its discretion, subject to approval by the Trust’s Board of Trustees and, if required by applicable law, the Trust’s shareholders, select and contract with one or more Subadvisers for the Fund with respect to all or a portion of the Fund’s assets. If the Manager retains a Subadviser hereunder, then unless otherwise provided in the applicable subadvisory agreement, the Subadviser (and not the Manager) shall have the obligation (as to the portion of the Fund’s assets for which it acts as subadviser) of furnishing continuously an investment program and determining which securities will be purchased or sold for the Fund, and what portion may be held uninvested, and placing all orders for the purchase and sale of portfolio securities for the Fund and selecting broker-dealers in connection therewith. Exhibit 5-7
(b) The Manager’s obligations to a Fund in respect of the performance by any Subadviser of its obligations in respect of the Fund shall be only those obligations set out in Section 2(b) of this Management Agreement and the applicable subadvisory agreement. Without limiting the generality of the foregoing, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Subadviser to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Subadviser or any employee or agent of the Subadviser or any failure by the Subadviser to comply with applicable law, the applicable subadvisory agreement, any investment objective or policies of the Fund, or any instructions from the Board of Trustees or the Manager.
Any notice under this Management Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at the addresses below or such other address as such other party may designate for the receipt of such notice.
Exhibit 5-8
The Trust and the Fund recognize the Manager’s ownership and control of the initials “MML” and agree that their right to use such initials is non-exclusive and can be terminated by the Manager at any time. The right of the Trust and the Fund to use of such initials will automatically be terminated if at any time none of the Manager or any subsidiary or affiliate of the Manager is investment manager for the Fund, and the Trust and the Fund agree to cease the use of such initials at and after such time.
This Management Agreement and all performance hereunder will be governed by the laws of the Commonwealth of Massachusetts, without giving effect to principles of conflicts of laws.
For the purposes of this Management Agreement, the terms “affiliated person,” “interested person,” “assignment,” and “majority of the outstanding voting securities” shall have their respective meanings defined in the 1940 Act, subject, however, to such rules, exemptions, and interpretations as may be adopted, granted, or published by the Commission from time to time. IN WITNESS WHEREOF, the [Signature block follows] Exhibit 5-9 Exhibit 6 MML SERIES INVESTMENT FUND Plan of Liquidation Plan of Liquidation (the “Plan”) made this [ ] day of [ ], 2011, by MML Series Investment Fund, a Massachusetts business trust that is registered as an open-end management investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”) (the “Trust”), on behalf of its series, MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Emerging Growth Fund, MML NASDAQ-100® Fund, and MML Small Cap Index Fund (each, a “Fund” and, together, the “Funds”). This Plan is intended to accomplish the complete liquidation and dissolution of each of the Funds in conformity with Article IX, Section 4 of the Trust’s Agreement and Declaration of Trust, as amended. Shares of the Funds are offered exclusively to certain registered separate accounts of Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company as a funding vehicle for certain variable annuity contracts and variable life insurance policies (“variable contracts/policies”). Additionally, shares of the MML Concentrated Growth Fund are currently held by the MML Conservative Allocation Fund, MML Balanced Allocation Fund, MML Moderate Allocation Fund, MML Growth Allocation Fund, and MML Aggressive Allocation Fund, each of which is a fund of funds advised by MassMutual. At its meeting on August 9, 2011, and pursuant to a written consent dated October 20, 2011, the Board of Trustees of the Trust (the “Board”), after determining that it is in the best interests of the Trust, each Fund, the shareholders of each Fund, and variable contract owners and policy holders indirectly invested in each Fund (“contract owners and policy holders”), to liquidate and dissolve each Fund, adopted this Plan to govern the liquidation and dissolution of each Fund. 1. Liquidation Date. The liquidation of the Funds shall occur on April 27, 2012, or such other date as established by the officers of the Trust, upon consultation with counsel to the Trust and the Board. The date of such liquidation is hereinafter called the “Liquidation Date.” 2. Shareholder Meetings. The Board will call a meeting of the shareholders of each Fund to be held prior to the Liquidation Date in order to submit to shareholders this Plan for its approval or disapproval. This Plan will only be effective with respect to each Fund after it is approved by that Fund’s shareholders. 3. Tax Opinion. Prior to the Liquidation Date, the Trust will receive an opinion from tax counsel substantially to the effect that no gain or loss will be recognized by contract owners and policy holders indirectly invested in the Funds upon consummation of the Plan, followed by the transfer of variable contract/policy value to alternative subaccounts/divisions of any separate account of MassMutual and C.M. Life Insurance Company. 4. Liquidation of Assets. Prior to the Liquidation Date, all portfolio securities of each Fund not already converted to cash or cash equivalents shall be converted to cash or cash equivalents. 5.Dividend Declaration. For each Fund, the Board will declare and pay a dividend on or before the Liquidation Date on Fund shares representing substantially all of the Fund’s accrued but undistributed net investment income through the Liquidation Date as well as any other dividend necessary to enable the Fund to avoid any liability for federal income and excise taxes. 6. Payment of Liabilities and Distribution. Prior to the Liquidation Date, the officers of the Trust shall make necessary inquiries to determine the claims and obligations of each Fund, including contingent, conditional, or unmatured claims and obligations. Such steps may include obtaining from certain service providers representations and certifications regarding, to the best of their knowledge, present and potential obligations. The officers shall specifically determine whether a reserve may be needed to pay the claims and obligations of each Fund. Such officers shall pay (or make reasonable provision to pay) from each Fund’s assets the amount of all Exhibit 6-1 claims from creditors. The assets of each Fund remaining after payment of (or making reasonable provision to pay) its liabilities (“Net Assets”) shall be distributed ratably among its shareholders of record on the Liquidation Date. The distribution will be made on or as soon as practicable after the Liquidation Date and is expected to consist of cash representing all of the Net Assets of each Fund. 7.Additional Assets. Should any assets of a Fund not be distributed on the Liquidation Date or should additional assets come into the possession of a Fund in the future, the Fund’s investment adviser shall, to the extent reasonably practicable, take steps to distribute such assets to shareholders of record as of the Liquidation Date. 8. Reinvestment of Proceeds. Immediately following the distribution of liquidation proceeds to shareholders, it is the responsibility of MassMutual and C.M. Life Insurance Company to reinvest the cash proceeds distributed to each of their separate accounts pursuant to paragraph 6 hereof by transferring the proceeds from the subaccounts/divisions that hold Fund shares to other subaccounts/divisions. With respect to each variable contract/policy, MassMutual and C.M. Life Insurance Company will transfer contract/policy value from the subaccount(s)/divisions(s) that held the Fund shares to alternative subaccounts/divisions available under the variable contract/policy pursuant to the contract owner’s or policy holder’s prior instructions. For variable contracts/policies as to which the contract owner or policy holder has not provided transfer instructions, MassMutual and C.M. Life Insurance Company will transfer contract/policy value to the subaccount/division that invests in shares of a designated money market fund. 9. Expenses of the Liquidation and Dissolution. Except for the ordinary operating expenses of the Funds through the Liquidation Date, the expenses relating to the dissolution will be borne by MassMutual. The expenses of the dissolution include, but are not limited to, (i) any commissions, transaction costs, and other direct expenses of liquidating portfolio investments incurred by the Funds in connection with their dissolution; (ii) costs associated with the preparation and filing of any proxy materials related to the dissolution (or, if the proposal is to be added to a proxy statement otherwise expected to be sent to shareholders of the Trust, the proportionate cost of adding the liquidation proposal to the proxy material); (iii) costs associated with the solicitation of proxies related to the dissolution (or, if the proposal is to be added to a proxy statement otherwise expected to be sent to shareholders of the Trust, the proportionate cost of soliciting proxies for the liquidation); (iv) costs associated with the preparation and filing of any amendments or supplements to the Trust’s registration statement (including the fees of auditors and financial printers); (v) costs associated with the preparation and distribution of contract owner and policy holder communications (including all printing and mailing costs) (if the proposal is to be added to a proxy statement otherwise expected to be sent to shareholders of the Trust, this will include the proportionate cost of printing and mailing associated with adding the proposal to the proxy statement); (vi) costs associated with the negotiation and preparation of the Plan of Liquidation, legal memoranda, legal opinions, Board materials, and termination documents; (vii) costs associated with the closing of the Funds (including any required federal or state filings); (viii) costs associated with any additional audits or financial statements necessary as a result of this transaction (including the preparation of stub financials (if needed) and the conducting of any final audits and the preparation and filing of the final tax returns); (ix) any fees of banks, brokers (except as provided for under (a) and (b) above), custodians, and transfer agents; and (x) the fees of legal counsel for the Trust. 10. Miscellaneous. As soon after the Liquidation Date as is reasonably practicable, the Trust will: (1) prepare and file all federal and other tax returns and reports of the Funds required by law with respect to all periods ending on or before the Liquidation Date; (2) pay all federal and other taxes due on, but not paid by, the Liquidation Date; (3) prepare and file any required regulatory reports, including, but not limited to, any Form N-SAR Report and Rule 24f-2 notices with respect to the Funds; and (4) take any other steps necessary or proper to effect the termination or dissolution of the Funds under federal or state law. 11. Amendment of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of the Plan as may be necessary or appropriate to effect the dissolution, complete liquidation, and termination of existence of each Fund and the distribution of the Net Assets of each Fund to the shareholders in accordance with the purposes to be accomplished by the Plan. Exhibit 6-2
PROXY CARD MMLSERIESINVESTMENTFUND(“the Trust”) 1295 State Street, Springfield, Massachusetts 01111 Special Meeting of Shareholders to be held on December 15, 2011 The undersigned hereby appoints Jill Nareau Robert, Andrew M. Goldberg, and Nicholas H. Palmerino, and each of them separately as proxies of the undersigned (“Proxies”), with full power of substitution of each, and hereby authorizes each of them to represent and vote all shares of the above-referenced Fund (the “Fund”) held of record as of September 30, 2011 which the undersigned is entitled to vote at the Special Meeting of Shareholders (“the Meeting”) of the Trust, to be held at the offices of the Trust, 1295 State Street, Springfield, MA 01111, on Thursday, December 15, 2011 at 10:00 a.m. (Springfield time), and at any and all of the adjournments thereof, upon such business as may properly be brought before the Meeting. The undersigned hereby acknowledge(s) receipt of a copy of the accompanying Notice of Special Meeting of Shareholders and the Proxy Statement with respect thereto and hereby revoke(s) any proxy or proxies heretofore given. This Proxy may be revoked at any time before it is exercised. This Proxy is being solicited on behalf of the Trust by the Trust’s Board of Trustees. When properly executed, this Proxy will be voted in the manner directed herein by the undersigned shareholder(s), and will be voted in the discretion of the Proxies on any other matters that may properly come before the Meeting or any adjournment(s) thereof. If no direction is given as to a Proposal, the Proxy will be voted FOR approval of such Proposal as set forth In the Proxy Statement.
MML - gv Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE “FOR”THE FOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE “FOR”THE FOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE “FOR”THE FOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
VOTING INSTRUCTION CARD MMLSERIESINVESTMENTFUND(“the Trust”) 1295 State Street, Springfield, Massachusetts 01111 • Special Meeting of Shareholders to be held on December 15, 2011 The undersigned hereby instructs the above referenced Insurance Company to vote at the Special Meeting of Shareholders (“the Meeting”) of the above-referenced Trust (the “Trust”), to be held at the offices of the Trust, 1295 State Street, Springfield, MA 01111, on Thursday, December 15, 2011 at 10:00 a.m. (Springfield time), and at any and all of the adjournments thereof, all shares of the Trust related to the undersigned’s contract/policy as of September 30, 2011 as directed on the reverse side of this Voting Instruction Card. The undersigned hereby acknowledge(s) receipt of a copy of the accompanying Notice of Special Meeting of Shareholders and the Proxy Statement with respect thereto and hereby revoke(s) any voting instruction(s) heretofore given. This Voting Instruction Card may be revoked at any time before it is exercised. This Voting Instruction Card is being solicited by the Insurance Company in connection with a solicitation on behalf of the Trust by the Trust’s Board of Trustees. When properly executed, this Voting Instruction Card will be voted in the manner directed herein by the undersigned contract owner(s)/policy holder(s), and will be voted in the discretion of the Insurance Company on any other matters that may properly come before the Meeting or any adjournment(s) thereof. If no direction is given as to a Proposal, the Insurance Company will vote FOR approval of such Proposal.If you fail to return this Voting Instruction Card or if it is returned unsigned, the Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Fund actually received from contract owners/policy holders in the separate account.
MML - VIC - gv Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE “FOR”THE FOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE “FOR”THE FOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyweb.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS SET FORTH BELOW. Indicate your vote by marking one of the boxes beside each Proposal.THEBOARDOFTRUSTEESOFTHETRUSTRECOMMENDSAVOTE“FOR”THEFOLLOWING: Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.x
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