SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-12
Capital Appreciation Fund
Managed Assets Trust
The Travelers Series Trust
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(4) Date Filed:
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CAPITAL APPRECIATION FUND
MANAGED ASSETS TRUST
THE TRAVELERS SERIES TRUST
One Cityplace
Hartford, Connecticut 06103
February __, 2006
Dear Contract Owner:
As an Owner of a variable annuity or variable life insurance contract (the
"Contract") issued by The Travelers Insurance Company, The Travelers Life and
Annuity Company, Citicorp Life Insurance Company, First Citicorp Life Insurance
Company, First MetLife Investors Insurance Company and MetLife Investors USA
Insurance Company (each an "Insurance Company"), you have the right to instruct
the Insurance Company how to vote certain shares of one or more of the Capital
Appreciation Fund, Managed Assets Trust and the following series of The
Travelers Series Trust: AIM Capital Appreciation Portfolio, Disciplined Mid Cap
Stock Portfolio, Federated High Yield Portfolio, Mercury Large Cap Core
Portfolio, MFS Value Portfolio, Pioneer Fund, Pioneer Mid Cap Value Portfolio,
Pioneer Strategic Income Portfolio and Style Focus Series: Small Cap Value
Portfolio (individually a "Selling Portfolio" and collectively the "Selling
Portfolios") at a Special Meeting of Shareholders to be held on April 12, 2006.
Although you are not directly a shareholder of any of the Selling Portfolios,
some or all of your Contract value is invested, as provided by your Contract,
in one or more of the Selling Portfolios. Accordingly, you have the right under
your Contract to instruct the Insurance Company how to vote any Selling
Portfolio's shares that are attributable to your Contract at the Special
Meeting. Before the Special Meeting, I would like your vote on the important
proposal described in the accompanying Combined Proxy Statement.
The Combined Proxy Statement describes the proposed reorganizations of the
Selling Portfolios. The proposed reorganizations are part of a restructuring
designed to streamline and rationalize the investment offerings that serve as
funding vehicles for insurance contracts issued by affiliates of Metropolitan
Life Insurance Company. All of the assets of Capital Appreciation Fund, Managed
Assets Trust and the following series of The Travelers Series Trust: AIM
Capital Appreciation Portfolio, Disciplined Mid Cap Stock Portfolio, Federated
High Yield Portfolio, Mercury Large Cap Core Portfolio, MFS Value Portfolio,
Pioneer Fund, Pioneer Mid Cap Value Portfolio, Pioneer Strategic Income
Portfolio and Style Focus Series: Small Cap Value Portfolio would be acquired
by Janus Capital Appreciation Portfolio, Legg Mason Partners Managed Assets
Portfolio, Met/AIM Capital Appreciation Portfolio, Batterymarch Mid-Cap Stock
Portfolio, Federated High Yield Portfolio, Princeton Large-Cap Core Portfolio,
MFS Value Portfolio, Pioneer Fund Portfolio, Pioneer Mid-Cap Value Portfolio,
Pioneer Strategic Income Portfolio and Dreman Small-Cap Value Portfolio
(individually an "Acquiring Portfolio" and collectively the "Acquiring
Portfolios"), respectively, each a newly-organized series of Met Investors
Series Trust, in exchange for shares of the corresponding Acquiring Portfolio
and the assumption by that Acquiring Portfolio of the liabilities of the
applicable Selling Portfolio. Each Selling Portfolio and Acquiring
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Portfolio's investment objective and investment strategies will be either
substantially identical or similar following the reorganizations.
You will receive Class A shares of the applicable Acquiring Portfolio having
an aggregate net asset value equal to the aggregate net asset value of your
Selling Portfolio's shares. For federal income tax purposes, each transaction
is expected to be a non-taxable event for shareholders and Owners.
The Board of Trustees of Capital Appreciation Fund, Managed Assets Trust and
The Travelers Series Trust (collectively the "Trusts") has approved the
proposal for each Selling Portfolio and recommends that you instruct the
Insurance Company to vote FOR the proposal.
I realize that this Combined Proxy Statement will take time to review, but
your vote is very important. Please take the time to familiarize yourself with
the proposal. If you attend the meeting, you may give your voting instructions
in person. If you do not expect to attend the meeting, please complete, date,
sign and return the enclosed voting instructions form in the enclosed
postage-paid envelope. You may also transmit your voting instructions through
the Internet. Instructions on how to complete the voting instructions form or
vote through the Internet are included immediately after the Notice of Special
Meeting.
If you have any questions about the voting instructions form please call the
Trusts at 1-800-842-9368. If we do not receive your completed voting
instructions form or your Internet vote within several weeks, you may be
contacted by Computershare Fund Services, our proxy solicitor, who will remind
you to pass on your voting instructions.
Thank you for taking this matter seriously and participating in this
important process.
Sincerely,
/s/ Elizabeth M. Forget
------------------------------
Elizabeth M. Forget
President
Capital Appreciation Fund
Managed Assets Trust
The Travelers Series Trust
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CAPITAL APPRECIATION FUND
MANAGED ASSETS TRUST
AIM Capital Appreciation Portfolio
Disciplined Mid Cap Stock Portfolio
Federated High Yield Portfolio
Mercury Large Cap Core Portfolio
MFS Value Portfolio
Pioneer Fund
Pioneer Mid Cap Value Portfolio
Pioneer Strategic Income Portfolio
Style Focus Series: Small Cap Value Portfolio
each a series of
THE TRAVELERS SERIES TRUST
One Cityplace
Hartford, Connecticut 06103
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on April 12, 2006
To the Shareholders of Capital Appreciation Fund, Managed Assets Trust and The
Travelers Series Trust (each a "Trust" and collectively the "Trusts"), each a
Massachusetts business trust:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of the
Capital Appreciation Fund, Managed Assets Trust and the following series of The
Travelers Series Trust: AIM Capital Appreciation Portfolio, Disciplined Mid Cap
Stock Portfolio, Federated High Yield Portfolio, Mercury Large Cap Core
Portfolio, MFS Value Portfolio, Pioneer Fund, Pioneer Mid Cap Value Portfolio,
Pioneer Strategic Income Portfolio and Style Focus Series: Small Cap Value
Portfolio (each a "Selling Portfolio") will be held at the offices of Met
Investors Series Trust, 260 Madison Avenue, 10/th/ Floor, New York, New York
10016 on April 12, 2006 at 10:00 a.m. Eastern time and any adjournments thereof
(the "Special Meeting") for the following purpose:
1. TO BE VOTED ON SEPARATELY BY THE RESPECTIVE SHAREHOLDERS OF A SELLING
PORTFOLIO: To consider and act upon an Agreement and Plan of
Reorganization (the "Plan") providing for the acquisition of all of the
assets of a Selling Portfolio by the corresponding series (each an
"Acquiring Portfolio") of Met Investors Series Trust, in exchange for
shares of the Selling Portfolio and the assumption by the corresponding
Acquiring Portfolio of the liabilities of the Selling Portfolio. The
Plan also provides for distribution of these shares of the Selling
Portfolio to shareholders of corresponding Acquiring Portfolio in
liquidation and subsequent termination of the Selling
Portfolio. A vote in favor of the Plan is a vote in favor of the
liquidation and dissolution of the applicable Selling Portfolio.
The Board of Trustees of each Trust has fixed the close of business on
January 31, 2006 as the record date for determination of shareholders entitled
to notice of and to vote at the Special Meeting.
By order of the Board of
Trustees
/s/ Paul G. Cellupica
------------------------------
Secretary
February __, 2006
CONTRACT OWNERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED
TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING VOTING INSTRUCTIONS FORM IN
THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES,
OR FOLLOW THE INSTRUCTIONS IN THE MATERIALS RELATING TO INTERNET VOTING.
INSTRUCTIONS FOR THE PROPER EXECUTION OF THE VOTING INSTRUCTIONS FORM ARE SET
FORTH IMMEDIATELY FOLLOWING THIS NOTICE. IT IS IMPORTANT THAT THE FORM BE
RETURNED PROMPTLY.
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INSTRUCTIONS FOR SIGNING VOTING INSTRUCTIONS FORM
The following general rules for signing voting instructions forms may be of
assistance to you and avoid the time and expense to the Trusts involved in
validating your vote if you fail to sign your voting instructions form properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the voting instructions form.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the
voting instructions form.
3. All Other Accounts: The capacity of the individual signing the voting
instructions form should be indicated unless it is reflected in the form
of registration. For example:
Registration Valid Signature
------------ ---------------
Corporate Accounts
(1) ABC Corp.............................. ABC Corp.
(2) ABC Corp.............................. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer............... John Doe
(4) ABC Corp. Profit Sharing Plan......... John Doe, Trustee
Trust Accounts
(1) ABC Trust............................. Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78........................ Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA......... John B. Smith
(2) Estate of John B. Smith............... John B. Smith, Jr., Executor
INSTRUCTIONS FOR VOTING OVER THE INTERNET
To vote your voting instructions form via the Internet follow the four easy
steps below.
1. Read the accompanying proxy information and voting instructions form.
2. Go to https://vote.proxy-direct.com.
3. Enter the 14-digit "CONTROL NO." from your voting instructions form.
4. Follow the simple online instructions.
You do not need to return your voting instructions form if you vote via the
Internet.
CAPITAL APPRECIATION FUND
MANAGED ASSETS TRUST
AIM Capital Appreciation Portfolio
Disciplined Mid Cap Stock Portfolio
Federated High Yield Portfolio
Mercury Large Cap Core Portfolio
MFS Value Portfolio
Pioneer Fund
Pioneer Mid Cap Value Portfolio
Pioneer Strategic Income Portfolio
Style Focus Series: Small Cap Value Portfolio
each a series of
THE TRAVELERS SERIES TRUST
One Cityplace
Hartford, Connecticut 06103
(800) 842-9368
COMBINED PROXY STATEMENT
DATED FEBRUARY __, 2006
This Combined Proxy Statement (the "Proxy Statement") is being furnished in
connection with the proposed Agreements and Plans of Reorganization
(individually a "Plan" and collectively the "Plans") which will be submitted to
the applicable shareholders of Capital Appreciation Fund, Managed Assets Trust
and the following series of The Travelers Series Trust: AIM Capital
Appreciation Portfolio, Disciplined Mid Cap Stock Portfolio, Federated High
Yield Portfolio, Mercury Large Cap Core Portfolio, MFS Value Portfolio, Pioneer
Fund, Pioneer Mid Cap Value Portfolio, Pioneer Strategic Income Portfolio and
Style Focus Series: Small Cap Value Portfolio (individually a "Selling
Portfolio" and collectively the "Selling Portfolios") for consideration at a
Special Meeting of Shareholders to be held on April 12, 2006 at 10:00 a.m.
Eastern time at the offices of Met Investors Series Trust ("MIST"), 260 Madison
Avenue, 10/th/ Floor, New York, New York 10016, and any adjournments thereof
(the "Meeting"). This Proxy Statement along with a Notice of Special Meeting of
Shareholders and a voting instructions form, is first being mailed to
shareholders of the Selling Portfolios on or about February 28, 2006.
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General
Subject to the approval of the applicable Selling Portfolio's shareholders,
the Board of Trustees of Capital Appreciation Fund, Managed Assets Trust and
The Travelers Series Trust (each a "Trust" and collectively the "Trusts") has
approved the proposed reorganizations of the Selling Portfolios, into
corresponding series of Met Investors Series Trust (individually an "Acquiring
Portfolio" and collectively the "Acquiring Portfolios"), as set forth below:
Selling Portfolio Acquiring Portfolio
----------------- -------------------
Capital Appreciation Fund Janus Capital Appreciation Portfolio
Managed Assets Trust Legg Mason Partners Managed Assets
Portfolio
AIM Capital Appreciation Portfolio Met/AIM Capital Appreciation Portfolio
Disciplined Mid Cap Stock Portfolio Batterymarch Mid-Cap Stock Portfolio
Federated High Yield Portfolio Federated High Yield Portfolio
Mercury Large Cap Core Portfolio Princeton Large-Cap Core Portfolio
MFS Value Portfolio MFS Value Portfolio
Pioneer Fund Pioneer Fund Portfolio
Pioneer Mid Cap Value Portfolio Pioneer Mid-Cap Value Portfolio
Pioneer Strategic Income Portfolio Pioneer Strategic Income Portfolio
Style Focus Series: Small Cap Value Dreman Small-Cap Value Portfolio
Portfolio
The Selling Portfolios and Acquiring Portfolios are sometimes referred to in
this Proxy Statement individually as a "Portfolio" and collectively as the
"Portfolios."
The Travelers Insurance Company, The Travelers Life and Annuity Company,
Citicorp Life Insurance Company, First Citicorp Life Insurance Company, First
MetLife Investors Insurance Company and MetLife Investors USA Insurance Company
(individually an "Insurance Company" and collectively the "Insurance
Companies"), affiliates of Metropolitan Life Insurance Company, a New York life
insurance company ("MetLife"), are the record owners of the Selling Portfolios'
shares and at the Meeting will vote the shares of the respective Selling
Portfolio held in their separate accounts.
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As an owner of a variable life insurance or annuity contract (a "Contract")
issued by an Insurance Company, you have the right to instruct the Insurance
Company how to vote the shares of any Selling Portfolio that are attributable
to your Contract at the Meeting. Although you are not directly a shareholder of
any of the Selling Portfolios, you have this right because some or all of your
Contract value is invested, as provided by your Contract, in one or more of the
Selling Portfolios. For simplicity, in this Proxy Statement:
. "Record Holder" of a Selling Portfolio refers to each Insurance Company
which holds such Selling Portfolio's shares of record unless indicated
otherwise in this Proxy Statement;
. "shares" refers generally to your shares of beneficial interest in a
Selling Portfolio; and
. "shareholder" or "Contract Owner" refers to you.
In the reorganizations, all of the assets of each Selling Portfolio will be
acquired by the corresponding Acquiring Portfolio, in exchange for Class A
shares of that Acquiring Portfolio and the assumption by that Acquiring
Portfolio of the liabilities of the applicable Selling Portfolio (individually
a "Reorganization" and collectively the "Reorganizations"). If a Reorganization
is approved, Class A shares of the applicable Acquiring Portfolio will be
distributed to each Record Holder of the corresponding Selling Portfolio in
liquidation of that Selling Portfolio, and that Selling Portfolio will be
terminated as a series of the Trust. You will then hold that number of full and
fractional shares of the applicable Acquiring Portfolio which have an aggregate
net asset value equal to the aggregate net asset value of your shares of the
corresponding Selling Portfolio.
THE TRUSTEES RECOMMEND THAT YOU VOTE FOR THE PROPOSED
REORGANIZATION WHICH APPLIES TO YOUR SELLING PORTFOLIO.
PROPOSAL 1: APPROVAL OR DISAPPROVAL OF
AGREEMENT AND PLAN OF REORGANIZATION
Overview
Each of Capital Appreciation Fund and Managed Assets Trust is a
Massachusetts business trust which is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"). Each of the other Selling Portfolios is a separate
diversified series of The Travelers Series Trust. The Travelers Series Trust is
also a Massachusetts business trust which is registered as an open-end
management investment company under the 1940 Act. Each of the Acquiring
Portfolios is a separate diversified series of Met Investors Series Trust
("MIST"), a Delaware statutory trust, which is an open-end management
investment company registered under the 1940 Act. Each of the Acquiring
Portfolios is a new series
3
organized specifically to receive all the assets and carry on the business of
the respective Selling Portfolio.
At a regular meeting held on January 25, 2006, all of the Trustees of the
Trusts, including the Trustees who are not "interested persons" (the
"Disinterested Trustees"), as such term is defined in the 1940 Act, considered
and approved the Reorganizations.
Reasons for the Reorganizations
Each Reorganization is part of a restructuring designed to streamline and
rationalize the investment offerings that serve as funding vehicles for
insurance contracts issued by affiliates of MetLife.
Investment Objectives and Investment Strategies
After the Reorganizations, the Acquiring Portfolios will have substantially
identical investment objectives and either substantially identical or similar
investment strategies as they currently have as Selling Portfolios. As
described below, currently Style Focus Series: Small Cap Value Portfolio is
managed by two advisers each of whom manages one-half of the Portfolio's assets
in accordance with a particular style. Following the Reorganization, only one
adviser will manage the Portfolio.
Fundamental Investment Restrictions
The Selling Portfolios and Acquiring Portfolios have adopted certain
fundamental investment restrictions that limit their investment activities.
Unlike non-fundamental investment policies, a fundamental investment
restriction may not be changed without the vote of a majority of a Portfolio's
outstanding voting securities, as defined under the 1940 Act. With certain
exceptions, the Selling Portfolios and Acquiring Portfolios' fundamental
investment restrictions are substantially similar. A Selling Portfolio may not
make loans, except through the purchase of debt obligations and the entry into
repurchase agreements or through lending of its portfolio securities. An
Acquiring Portfolio, however, may participate in loan participations (which
does not include entering into repurchase agreements, lending securities or
acquiring any debt security) to other parties if less than one third of its
total assets would be loaned to other parties. Also, AIM Capital Appreciation
Portfolio may not invest for the purpose of exercising control over or
management of any company, except to the extent consistent with the 1940 Act.
For the Met/AIM Capital Appreciation Portfolio, a similar restriction is
non-fundamental.
Investment Adviser and Sub-Advisers
Travelers Asset Management International Company, LLC ("TAMIC") and
Travelers Investment Advisor, Inc. ("TIA") serve as investment advisers to one
or more of the Selling Portfolios. Met Investors Advisory, LLC (the "Manager")
is the investment manager to the Acquiring Portfolios. Both the Selling
Portfolios and the Acquiring Portfolios have advisers that make day-to-day
investment management
4
decisions on behalf of the Portfolios. Following the Reorganizations, the
advisers that manage the Selling Portfolios will manage the Acquiring
Portfolios, with the exception of Style Focus Series: Small Cap Value
Portfolio. Currently, Style Focus Series: Small Cap Value Portfolio is managed
by TIMCO Investment Management and Dreman Value Management LLC ("Dreman").
Following the Reorganizations, only Dreman will manage MIST's Dreman Small-Cap
Value Portfolio.
The Portfolios and their respective investment advisers have received an
exemptive order from the Securities and Exchange Commission (the "SEC") that
permits the investment adviser, subject to certain conditions, and without the
approval of shareholders to: (a) employ a new unaffiliated sub-adviser for a
Portfolio pursuant to the terms of a new investment sub-advisory agreement, in
each case either as a replacement for an existing sub-adviser or as an
additional sub-adviser; (b) change the terms of any investment sub-advisory
agreement; and (c) continue the employment of an existing sub-adviser on the
same sub-advisory contract terms where a contract has been assigned because of
a change in control of the sub-adviser. In such circumstances, shareholders
would receive notice of such action, including the information concerning the
new sub-adviser that normally is provided in a proxy statement.
Distribution of Shares
Shares of the Portfolios are offered only to insurance company separate
accounts which fund certain variable annuity and variable life insurance
accounts. The Selling Portfolios do not have a distributor. MetLife Investors
Distribution Company serves as the distributor for the Acquiring Portfolios'
shares.
Each Selling Portfolio currently offers only one undesignated class of
shares. The Acquiring Portfolios are each authorized to issue four classes of
shares: Class A, Class B, Class C and Class E. Currently, only Class A, Class B
and Class E shares are offered by some of the Acquiring Portfolios and only
Class A and Class B shares are offered by other Acquiring Portfolios.
In the proposed Reorganization, shareholders of a Selling Portfolio will
receive Class A shares of the corresponding Acquiring Portfolio. Class A shares
of the Acquiring Portfolios are sold at net asset value without any initial or
deferred sales charges and are not subject to distribution-related or
shareholder servicing-related fees.
Fees and Expenses
The fees and expenses to which each Acquiring Portfolio will be subject
following the Reorganizations will be the same as or lower than those to which
the corresponding Selling Portfolio is subject immediately prior to the
Reorganizations.
5
Management of the Portfolios
The overall management of the Selling Portfolios and of the Acquiring
Portfolios is the responsibility of, and is supervised by, the Boards of
Trustees of the Trusts and the Board of Trustees of MIST, respectively.
Board Members
Each Trust and MIST have different Board members. However, it is
contemplated that upon consummation of the Reorganizations, one of the Board
members of the Trusts will serve as an independent Board member of MIST.
Agreement and Plan of Reorganization
The following summary is qualified in its entirety by reference to the Plans
(a form of which is attached as Exhibit A to this Proxy Statement).
Each Plan provides that, with respect to the Portfolios to which it relates,
all of the assets of a Selling Portfolio will be acquired by the corresponding
Acquiring Portfolio in exchange for Class A shares of that Acquiring Portfolio
and the assumption by that Acquiring Portfolio of all of the liabilities of the
Selling Portfolio on or about May 1, 2006 or such other date as may be agreed
upon by the parties (the "Closing Date"). Prior to the Closing Date, each
Selling Portfolio will endeavor to discharge all of its known liabilities and
obligations. Each Selling Portfolio will prepare an unaudited statement of its
assets and liabilities as of the close of regular trading on the New York Stock
Exchange ("NYSE"), normally 4:00 p.m. Eastern time, on the business day next
preceding the Closing Date (the "Valuation Time").
The number of full and fractional Class A shares of an Acquiring Portfolio
to be received by the Record Holders of the corresponding Selling Portfolio
will be determined by multiplying the outstanding shares of such Selling
Portfolio by a factor which shall be computed by dividing the net asset value
per share of the shares of the Selling Portfolio by the net asset value per
share of the Class A shares of the corresponding Acquiring Portfolio. These
computations will take place as of the Valuation Time. The net asset value per
share of each class will be determined by dividing assets, less liabilities, in
each case attributable to the respective class, by the total number of
outstanding shares.
State Street Bank and Trust Company, the custodian for the Selling
Portfolios and the Acquiring Portfolios, will compute the value of each
Portfolio's respective portfolio of securities. The method of valuation
employed will be consistent with the procedures set forth in the Prospectus and
Statement of Additional Information of the Acquiring Portfolios, Rule 22c-1
under the 1940 Act, and with the interpretations of that Rule by the SEC's
Division of Investment Management.
As soon after the Closing Date as conveniently practicable, each Selling
Portfolio will liquidate and distribute pro rata to its Record Holders as of
the close of business on the Closing Date the full and fractional shares of the
corresponding Acquiring Portfolio
6
received by that Selling Portfolio. The liquidation and distribution will be
accomplished by the establishment of accounts in the names of the applicable
Selling Portfolio's Record Holders on the corresponding Acquiring Portfolio's
share records of its transfer agent. Each account will represent the respective
pro rata number of full and fractional shares of an Acquiring Portfolio due to
the corresponding Selling Portfolio's Record Holders. All issued and
outstanding shares of a Selling Portfolio will be canceled. The shares of an
Acquiring Portfolio to be issued will have no preemptive or conversion rights
and no share certificates will be issued. After these distributions and the
winding up of its affairs, each Selling Portfolio will be terminated.
The consummation of each Reorganization is subject to the conditions set
forth in the applicable Plan, including approval, as applicable, by each
Selling Portfolio's shareholders, accuracy of various representations and
warranties and receipt of opinions of counsel. Notwithstanding approval of a
Selling Portfolio's shareholders, a Plan may be terminated (a) by the mutual
agreement of that Selling Portfolio and the corresponding Acquiring Portfolio;
or (b) at or prior to the Closing Date by either party (1) because of a breach
by the other party of any representation, warranty, or agreement contained in
the Plan to be performed at or prior to the Closing Date, or (2) because a
condition to the obligation of the terminating party has not been met and it
reasonably appears that it cannot be met.
Whether or not a Reorganization is consummated, MetLife or one of its
affiliates will pay the expenses incurred by the applicable Selling Portfolio
and the corresponding Acquiring Portfolio in connection with the Reorganization
(including the cost of any proxy-soliciting agent).
If a Selling Portfolio's shareholders do not approve the applicable
Reorganization, the Trustees of the Trusts will consider other possible courses
of action in the best interests of shareholders.
Federal Income Tax Consequences
For the purposes of this "Federal Income Tax Consequences" section, "Record
Holder" refers to the separate accounts through which the Insurance Companies
own shares of the Selling Portfolios. Each Reorganization is intended to
qualify for federal income tax purposes as a tax free reorganization under
section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Assuming each shareholder's Contract is treated as a variable annuity for
federal income tax purposes, each shareholder will not recognize taxable income
as a result of a Reorganization. As a condition to the closing of a
Reorganization, the applicable Acquiring Portfolio and the corresponding
Selling Portfolio will receive an opinion from the law firm of Sullivan &
Worcester LLP to the effect that, on the basis of the existing provisions of
the Code, U.S. Treasury regulations issued thereunder, current administrative
rules, pronouncements and court decisions, and certain representations made by
the Portfolios, for federal income tax purposes, upon consummation of the
Reorganization:
(1) The transfer of all of the assets of a Selling Portfolio solely in exchange
for shares of the corresponding Acquiring Portfolio and the assumption by
that Acquiring Portfolio of the liabilities of the Selling Portfolio
followed by the distribution of the Acquiring Portfolio's shares to the
Record Holders of the Selling Portfolio in dissolution and liquidation of
such Selling Portfolio, will constitute a "reorganization" within the
meaning of section 368(a) of the Code, and the Acquiring Portfolio and
Selling Portfolio will each be a "party to a reorganization" within the
meaning of section 368(b) of the Code;
7
(2) No gain or loss will be recognized by an Acquiring Portfolio upon the
receipt of the assets of the corresponding Selling Portfolio solely in
exchange for the shares of the Acquiring Portfolio and the assumption by
that Acquiring Portfolio of the liabilities of the Selling Portfolio;
(3) No gain or loss will be recognized by a Selling Portfolio on the transfer
of its assets to the corresponding Acquiring Portfolio in exchange for such
Acquiring Portfolio's shares and the assumption by that Acquiring Portfolio
of the liabilities of the Selling Portfolio or upon the distribution
(whether actual or constructive) of the Acquiring Portfolio's shares to the
Selling Portfolio's Record Holders in exchange for their shares of the
Selling Portfolio;
(4) No gain or loss will be recognized by a Selling Portfolio's Record Holders
upon the exchange of their shares of the Selling Portfolio for shares of
the corresponding Acquiring Portfolio in liquidation of the Selling
Portfolio;
(5) The aggregate tax basis of the shares of an Acquiring Portfolio received by
each Record Holder of the corresponding Selling Portfolio pursuant to a
Reorganization will be the same as the aggregate tax basis of the shares of
the Selling Portfolio held by such Record Holder immediately prior to the
Reorganization, and the holding period of the shares of the Acquiring
Portfolio received by each Record Holder of the Selling Portfolio will
include the period during which the shares of the Selling Portfolio
exchanged therefor were held (provided that the shares of the Selling
Portfolio were held as a capital asset on the date of the Reorganization);
(6) The tax basis of the assets of a Selling Portfolio acquired by the
corresponding Acquiring Portfolio will be the same as the tax basis of such
assets to the Selling Portfolio immediately prior to a Reorganization, and
the holding period of such assets in the hands of the Acquiring Portfolio
will include the period during which the assets were held by the Selling
Portfolio; and
(7) An Acquiring Portfolio will succeed to and take into account capital loss
carryovers, if any, of the corresponding Selling Portfolio described in
Section 381(c) of the Code. The Acquiring Portfolio will take any capital
loss carryovers into account subject to the conditions and limitations
specified in Sections 381, 382, 383 and 384 of the Code and the regulations
thereunder.
8
Opinions of counsel are not binding upon the Internal Revenue Service or the
courts. If a Reorganization is consummated but does not qualify as a tax free
reorganization under the Code, each Record Holder of the applicable Selling
Portfolio would recognize a taxable gain or loss equal to the difference
between its tax basis in its Selling Portfolio shares and the fair market value
of the shares of the corresponding Acquiring Portfolio it received.
An Acquiring Portfolio's utilization after a Reorganization of any
pre-Reorganization losses realized by the corresponding Selling Portfolio to
offset gains realized by the Acquiring Portfolio could be subject to limitation
in future years.
Basis for the Board's Recommendation
At a regular meeting held on January 25, 2006, all of the Trustees of the
Trusts, including the Disinterested Trustees, considered and approved the
Reorganizations; they determined that each Reorganization was in the best
interests of shareholders of the applicable Selling Portfolio, and that the
interests of existing shareholders of each Selling Portfolio will not be
diluted as a result of the transactions contemplated by the applicable
Reorganization.
Before approving the Plans, the Trustees evaluated extensive information
provided by the management of the Trusts and reviewed various factors about the
Portfolios and the proposed Reorganizations. The Trustees noted that the same
portfolio management teams that currently manage the Selling Portfolios
generally, with the exception of the Style Focus Series: Small Cap Value
Portfolio where only one of the two advisers currently managing the Portfolio
will continue to manage the Portfolio after the Reorganization, are expected to
manage the Acquiring Portfolios following the Reorganizations.
In addition, the Trustees considered, among other things:
. the terms and conditions of each Reorganization;
. the fact that the Reorganizations would not result in the dilution of
shareholders' interests;
. the effect of each Reorganization on the Contract Owners and the value
of their Contracts;
. the fact that each Selling Portfolio will have substantially identical
investment objectives and either substantially identical or similar
investment strategies after the Reorganizations;
. the fact that each Selling Portfolio will be subject to the same or
lower fees and expenses after the Reorganizations;
9
. the fact that MetLife or one of its affiliates will bear the expenses
incurred by the Portfolios in connection with the Reorganizations and
that no portion of the expenses will be borne directly or indirectly by
the Selling Portfolios, the Acquiring Portfolios or their respective
shareholders;
. the benefits to shareholders, including operating efficiencies, which
may be achieved from participating in the restructuring of the
investment portfolios to be offered in connection with each Insurance
Company's insurance and annuity products and to employee benefit plans;
. the fact that each Acquiring Portfolio will assume all of the
liabilities of the corresponding Selling Portfolio;
. the fact that each Reorganization is expected to be a tax free
transaction for federal income tax purposes; and
. alternatives available to shareholders of the Selling Portfolios,
including the ability to redeem their shares.
During their consideration of the Reorganizations, the Trustees of the
Trusts met with counsel to the Independent Trustees regarding the legal issues
involved.
After consideration of the factors noted above, together with other factors
and information considered to be relevant, and recognizing that there can be no
assurance that any operating efficiencies or other benefits will in fact be
realized, the Trustees of the Trusts concluded that each of the proposed
Reorganizations would be in the best interests of the applicable Selling
Portfolio and its shareholders. Consequently, they approved the Plans and
directed that the Plans be submitted to shareholders of the respective Selling
Portfolios for approval.
The Trustees of MIST have also approved the Plans on behalf of the Acquiring
Portfolios.
REQUIRED VOTE
Approval of a Reorganization will require the affirmative vote of at least
two-thirds of the holders of the outstanding shares of the applicable Selling
Portfolio entitled to vote cast at a shareholders' meeting duly called and at
which a quorum is present (the presence in person or by proxy of holders
entitled to cast at least 25% of the votes at any shareholders' meeting).
Abstentions will be counted for purposes of determining a quorum, but will not
be included in the amount of shares voted. As of the Record Date, the Record
Holders of each Selling Portfolio were the Insurance Companies. Since the
Insurance Companies are the legal owners of the shares, attendance by the
Insurance Companies at the Meeting will constitute a quorum under the
Declarations of Trust of the Trusts.
10
COMPARATIVE INFORMATION ON SHAREHOLDERS' RIGHTS
The operations of each Trust are governed by its Declaration of Trust and
Bylaws, and applicable Massachusetts law. The operations of MIST are governed
by the Agreement and Declaration of Trust and By-Laws of MIST, and applicable
Delaware law. As discussed below, certain of the differences among the Trusts
and MIST derive from provisions of the Trusts' Declarations of Trust and
By-Laws. Shareholders entitled to instruct the Insurance Company to vote at the
Meeting may obtain a copy of MIST's Declaration of Trust and By-Laws, without
charge, upon written or oral request to MIST at the following address 5 Park
Plaza, Suite 1900, Irvine, California 92614 and telephone number (800) 848-3854.
Form of Organization
As noted above, MIST is organized as a Delaware statutory trust and each
Trust is organized as a Massachusetts business trust. MIST and the Trusts are
all open-end management investment companies registered with the SEC under the
1940 Act. MIST and The Travelers Series Trust are each organized as a "series
company" as that term is used in Rule 18f-2 under the 1940 Act. The series of
MIST consist of the Acquiring Portfolios and other mutual funds of various
asset classes; and the series of The Travelers Series Trust consist of the
Selling Portfolios, with the exception of Capital Appreciation Fund and Managed
Assets Trust, and other mutual funds of various asset classes. MIST and the
Trusts each currently offer certain shares of their portfolios to insurance
company separate accounts to serve as an investment vehicle for variable
annuity contracts and variable life insurance policies issued by certain
insurance companies and qualified pension and retirement plans. Each of the
Trusts and MIST is governed by its applicable Declaration of Trust, By-Laws,
and a Board of Trustees, and by applicable Delaware or Massachusetts and
federal law.
Capitalization
The beneficial interests in MIST are represented by an unlimited number of
transferable shares of beneficial interest, $.001 par value per share, of one
or more series. The beneficial interests in The Travelers Series Trust are
represented by an unlimited number of transferable shares of beneficial
interest, $.001 par value per share, of one or more series. The beneficial
interests in Capital Appreciation Fund and Managed Assets Trust are represented
by an unlimited number of transferable shares of beneficial interest without
par value of one class. The Declarations of Trust of The Travelers Series Trust
and MIST permit the Trustees to allocate shares into one or more series, and
classes thereof, with rights determined by the Trustees, all without
shareholder approval. The Declarations of Trust of Capital Appreciation Fund
and Managed Assets Trust do not provide for multiple series or classes.
Fractional shares may be issued by each Portfolio.
Shares of the Selling Portfolios are offered in only one class and represent
an equal proportionate interest in the Portfolio. Shares of the Acquiring
Portfolios are offered in up to four classes (Class A, Class B, Class C and
Class E). Shares of the classes of the Acquiring Portfolios represent an equal
pro rata interest in the Portfolio and
11
generally have identical voting, dividend, liquidation and other rights, other
than the payment of distribution fees. Shareholders of each Portfolio are
entitled to receive dividends and other amounts as determined by the Trustees,
as applicable. Shareholders of each Portfolio vote separately, by Portfolio, as
to matters, such as changes in fundamental investment restrictions, that affect
only their particular Portfolio. Shareholders of each Portfolio vote by class
as to matters, such as approval of or amendments to Rule 12b-1 distribution
plans, that affect only their particular class.
Shareholder Liability
Under Delaware law, shareholders of a Delaware statutory trust are entitled
to the same limitation of personal liability extended to stockholders of
Delaware corporations. To the extent that MIST or a shareholder is subject to
the jurisdiction of courts in other states, it is possible that a court may not
apply Delaware law and may thereby subject shareholders of MIST to liability.
To guard against this risk, MIST's Declaration of Trust (a) provides that any
written obligation of MIST may contain a statement that such obligation may
only be enforced against the assets of MIST or the particular series in
question and the obligation is not binding upon the shareholders of MIST;
however, the omission of such a disclaimer will not operate to create personal
liability for any shareholder; and (b) provides for indemnification out of
MIST's property of any shareholder held personally liable for the obligations
of MIST. Accordingly, the risk of a shareholder of MIST incurring financial
loss beyond that shareholder's investment because of shareholder liability is
limited to circumstances in which: (1) the court refuses to apply Delaware law;
(2) no contractual limitation of liability was in effect; and (3) MIST itself
is unable to meet its obligations. In light of Delaware law, the nature of
MIST's business, and the nature of its assets, the risk of personal liability
to a shareholder of MIST is remote.
Shareholders of a Trust as shareholders of a Massachusetts business trust
may, under certain circumstances, be held personally liable under the
applicable state law for the obligations of the Trust. However, the Declaration
of Trust of each Trust contains an express disclaimer of shareholder liability
and requires notice of such disclaimer be given in each agreement entered into
or executed by the Trust or the Trustees of the Trust, as applicable. The
Declaration of Trust of each Trust also provides for shareholder
indemnification out of the assets of the Trust.
Under Delaware law, shareholders of a Delaware statutory trust are entitled
to the same limitation of personal liability extended to stockholders of
Delaware corporations. No similar statutory or other authority limiting
business trust shareholder liability exists under Massachusetts law. As a
result, Delaware law is generally considered to afford additional protection
against potential shareholder liability.
Shareholder Meetings and Voting Rights
Neither the Trusts on behalf of the Selling Portfolios nor MIST on behalf of
the Acquiring Portfolios is required to hold annual meetings of shareholders.
However, in the case of each Trust and MIST, a meeting of shareholders for the
purpose of voting
12
upon the question of removal of a Trustee must be called when requested in
writing by the holders of at least 10% of the outstanding shares of the Trust
or MIST, as applicable. Special meetings of the Trust shall be called upon the
written request of shareholders owning at least 25% of the outstanding shares
entitled to vote. In addition, the Trusts and MIST are each required to call a
meeting of shareholders for the purpose of electing Trustees if, at any time,
less than a majority of the Trustees then holding office were elected by
shareholders. Neither the Trusts nor MIST currently intend to hold regular
shareholder meetings. Cumulative voting is not permitted in the election of
Trustees of the Trusts or MIST.
Except when a larger quorum is required by applicable law or the applicable
governing documents, with respect to the Trusts, 25% of the shares entitled to
be cast present in person or by proxy constitutes a quorum of consideration of
a matter at a shareholders' meeting but any lesser number is sufficient for
adjourned sessions. Except when a larger quorum is required by applicable law
or the applicable governing documents, with respect to MIST, 33 1/3% of the
shares issued and outstanding constitutes a quorum for consideration of a
matter at a shareholders' meeting but any lesser number is sufficient for
adjourned sessions. Approval of a matter by the shareholders of a Trust
requires the affirmative vote of a majority (greater than 50%) of the shares
present and entitled to vote; a majority of the shares is required to elect a
Trustee of The Travelers Series Trust (unless a larger vote is required by the
applicable governing documents or other law, including the 1940 Act); and a
plurality of shares voted is required to elect a Trustee of either Capital
Appreciation Fund or Managed Assets Trust (unless a larger vote is required by
the applicable governing documents or other law, including the 1940 Act). For
MIST, when a quorum is present at a meeting, a majority (greater than 50%) of
the shares voted is sufficient to act on a matter and a plurality of the shares
voted is required to elect a Trustee (unless otherwise specifically required by
the applicable governing documents or other law, including the 1940 Act). A
Trustee of a Trust may be removed by a vote of two-thirds of the shareholders
or by a vote of two-thirds of the remaining Trustees. A Trustee of MIST may be
removed at a meeting of shareholders by a vote of two-thirds of the outstanding
shares of the Trust, or with or without cause by the vote of two-thirds of the
number of Trustees prior to removal.
Under the Declarations of Trust of the Trusts and MIST, each whole share of
beneficial interest of a Portfolio is entitled to one vote, and each fractional
share is entitled to a proportionate vote.
The Declaration of Trust of each Trust requires shareholder approval to
(1) change the Trust to a corporation or other organization, (2) terminate the
Trust or a Portfolio, or (3) merge the Trust into another entity, or merge or
consolidate or sell or exchange the assets of a Portfolio. The Declaration of
Trust of MIST provides that unless otherwise required by applicable law
(including the 1940 Act), the Board of Trustees may, without obtaining a
shareholder vote: (1) reorganize MIST as a corporation or other entity,
(2) merge MIST into another entity, or merge, consolidate or transfer the
assets and liabilities of a Portfolio or class of shares to another entity, and
(3) combine the assets and liabilities held with respect to two or more series
or classes into a single series
13
or class. The Trustees of MIST may also terminate MIST, a Portfolio, or a class
of shares upon written notice to the shareholders.
Liquidation
In the event of the liquidation of MIST, a Portfolio, or a class of shares,
the shareholders are entitled to receive, when and as declared by the Trustees,
the excess of the assets belonging to MIST, the Portfolio or attributable to
the class over the liabilities belonging to MIST, the Portfolio or attributable
to the class. The assets so distributable to shareholders of the Portfolio will
be distributed among the shareholders in proportion to the number of shares of
a class of the Portfolio held by them on the date of distribution. In the event
of the liquidation of a Trust, the same provisions discussed above generally
would apply.
Liability and Indemnification of Trustees
Under the Declaration of Trust of MIST, a Trustee is liable to any person in
connection with the assets or affairs of the Trust or any Portfolio only for
such Trustee's own willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of the office of
Trustee or the discharge of such Trustee's functions. As provided in the
Declaration of Trust, each Trustee of MIST is entitled to be indemnified
against all liabilities against him or her, including the costs of litigation,
unless it is determined that the Trustee (1) did not act in good faith in the
reasonable belief that such Trustee's action was in or not opposed to the best
interests of the Trust; (2) had acted with willful misfeasance, bad faith,
gross negligence or reckless disregard of such Trustee's duties; and (3) in a
criminal proceeding, had reasonable cause to believe that such Trustee's
conduct was unlawful (collectively, "disabling conduct"). A determination that
the Trustee did not engage in disabling conduct and is, therefore, entitled to
indemnification may be based upon the outcome of a court action or
administrative proceeding or by (a) a vote of a majority of a quorum of those
Trustees who are neither "interested persons" within the meaning of the 1940
Act nor parties to the proceeding or (b) an independent legal counsel in a
written opinion. A Portfolio may also advance money for such litigation
expenses provided that the Trustee undertakes to repay the Portfolio if his or
her conduct is later determined to preclude indemnification and certain other
conditions are met.
Similarly, to protect the Trustees of the Trusts against liability, the
Declaration of Trust of each Trust provides that: (1) the Trustees shall not be
responsible or liable for any neglect or wrongdoing of any officer, agent,
employee, investment adviser or principal underwriter of the Trust, or any act
or omission of any other Trustee; and (2) the Trust shall indemnify each
Trustee against all liabilities and expenses incurred by reason of being or
having been a Trustee except with respect to any matter as to which such
Trustee shall have been finally adjudicated not to have acted in good faith in
the reasonable belief that such Trustee's action was in the best interests of
the Trust. Furthermore, the Declaration of Trust provides that nothing in it
protects a Trustee against any liability to the Trust or its shareholders to
which he or she would otherwise be
14
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
The foregoing is only a summary of certain characteristics of the operations
of the Declarations of Trust of the Trusts and MIST, their By-Laws and Delaware
or Massachusetts law and is not a complete description of those documents or
law. Shareholders should refer to the provisions of such Declarations of Trust,
By-Laws and Delaware or Massachusetts law directly for more complete
information.
VOTING INFORMATION CONCERNING THE MEETING
This Proxy Statement is being sent to shareholders of the Selling Portfolios
in connection with a solicitation of voting instructions by the Trustees of the
Trusts, to be used at the Meeting to be held at 10:00 a.m. Eastern time,
April 12, 2006, at the offices of Met Investors Series Trust, 260 Madison
Avenue, 10/th/ Floor, New York, New York 10016, and at any adjournments thereof.
The Boards of Trustees of the Trusts have fixed the close of business on
January 31, 2006 as the record date (the "Record Date") for determining the
shareholders of the Selling Portfolios entitled to receive notice of the
Meeting and to give voting instructions, and for determining the number of
shares for which such instructions may be given, with respect to the Meeting or
any adjournment thereof. The Insurance Companies, through their separate
accounts, own all of the shares of the Selling Portfolios, and are the Record
Holders of the Selling Portfolios at the close of business on the Record Date.
Each Insurance Company is entitled to be present and vote at the Meeting with
respect to such shares of the Selling Portfolios. Each Insurance Company has
undertaken to vote its shares or abstain from voting its shares of a Selling
Portfolio for the Contract Owners of that Selling Portfolio in accordance with
voting instructions received on a timely basis from those Contract Owners. In
connection with the solicitation of such voting instructions, each Insurance
Company will furnish a copy of this Proxy Statement to Contract Owners.
The number of shares as to which voting instructions may be given under a
Contract is determined by the number of full and fractional shares of a Selling
Portfolio held in a separate account with respect to that particular Contract.
In voting for a Reorganization, each full share of a Selling Portfolio is
entitled to one vote and any fractional share is entitled to a fractional vote.
Voting instructions may be revoked by executing and delivering later-dated
signed voting instructions to the Insurance Company, or by attending the
Meeting in person and instructing the Insurance Company how to vote your
shares. Unless revoked, all valid voting instructions will be voted, or the
Insurance Company will abstain from voting, in accordance with the
specifications thereon or, in the absence of such specifications, FOR approval
of the Plan and the Reorganization contemplated thereby.
If you wish to participate in the Meeting, you may submit the voting
instructions form included with this Proxy Statement, vote by telephone or by
Internet or attend in
15
person and provide your voting instructions to the Insurance Company.
Guidelines on providing voting instructions are immediately after the Notice of
Special Meeting.
If the enclosed voting instructions form is properly executed and returned
in time to be voted at the Meeting, the shares of beneficial interest
represented by the voting instructions form will be voted, or the Insurance
Company will abstain from voting, in accordance with the instructions marked on
the returned voting instructions form.
. Voting instructions forms which are properly executed and returned but
are not marked with voting instructions will be voted FOR a proposed
Reorganization and FOR any other matters deemed appropriate.
Interests in Contracts for which no timely voting instructions are received
will be voted, or the Insurance Company will abstain from voting, in the same
proportion as the Insurance Company votes shares for which it has received
voting instructions from other Contract Owners. The Insurance Company will also
vote, or abstain from voting, any shares in its general account which are not
attributable to Contracts in the same proportion as it votes shares held in all
of the Insurance Company's registered separate accounts, in the aggregate.
Neither the SEC nor the Insurance Company requires any specific minimum
percentage of Contract Owners to vote in order for the Insurance Company to
echo vote the remaining unvoted votes. The Insurance Company may use various
methods of encouraging Contract Owners to vote, including additional
solicitations. The practice of echo voting means that a minority of Contract
Owners may, in practice, determine whether an item passes or fails.
Voting instructions solicitations will be made primarily by mail, but
beginning on or about March 23, 2006 voting instructions solicitations may also
be made by telephone, through the Internet or personal solicitations conducted
by officers and employees of Travelers Asset Management International Company,
LLC, its affiliates or other representatives of the Selling Portfolios (who
will not be paid for their soliciting activities). In addition, proxy
solicitations may be made by Computershare Fund Services, the Trusts' proxy
solicitor. The costs of solicitation and the expenses incurred in connection
with preparing this Proxy Statement and its enclosures will be paid by MetLife
or one of its affiliates. Neither the Trusts, MIST nor the Contract Owners will
bear any costs associated with the Meeting, this proxy solicitation or any
adjourned session.
If shareholders of a Selling Portfolio do not vote to approve the applicable
Reorganization, the Trustees of the applicable Trust will consider other
possible courses of action in the best interests of shareholders. If sufficient
votes to approve a Reorganization are not received, the persons named as
proxies on a proxy form sent to the Record Holders may propose one or more
adjournments of the Meeting to permit further solicitation of voting
instructions. In determining whether to adjourn the Meeting, the following
factors may be considered: the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require an affirmative
vote of a majority of those shares
16
represented at the Meeting in person or by proxy. The persons named as proxies
will vote upon such adjournment after consideration of all circumstances which
may bear upon a decision to adjourn the Meeting.
A shareholder of a Selling Portfolio who objects to a proposed
Reorganization will not be entitled under either Massachusetts law or the
Declaration of the Trust of any of the Trusts to demand payment for, or an
appraisal of, his or her shares. However, shareholders should be aware that
each Reorganization as proposed is not expected to result in recognition of
gain or loss to the Record Holders or Contract Owners for federal income tax
purposes. In addition, if a Reorganization is consummated, the rights of
shareholders to transfer their account balances among investment options
available under the Contracts or to make withdrawals under the Contracts will
not be affected.
The Trusts do not hold annual shareholder meetings. If a Reorganization is
not approved, shareholders of the applicable Selling Portfolio wishing to
submit proposals to be considered for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to the
Secretary of the applicable Trust at the address set forth on the cover of this
Proxy Statement so that they will be received by the Trust in a reasonable
period of time prior to that meeting.
The votes of the shareholders of the Acquiring Portfolios are not being
solicited by this Proxy Statement and are not required to carry out any
Reorganization.
Shareholder Information
The Record Holders of each Selling Portfolio at the close of business on
January 31, 2006 (the Record Date) will be entitled to be present and vote at
the Meeting with respect to shares of the applicable Selling Portfolio owned as
of the Record Date. As of the Record Date, the total number of shares of each
Selling Portfolio outstanding and entitled to vote was as follows:
Number of Shares
Selling Portfolio as of 1/31/06
----------------- ----------------
Capital Appreciation Fund
Managed Assets Trust
AIM Capital Appreciation Portfolio
Disciplined Mid Cap Stock Portfolio
Federated High Yield Portfolio
Mercury Large Cap Core Portfolio
MFS Value Portfolio
Pioneer Fund
Pioneer Mid Cap Value Portfolio
Pioneer Strategic Income Portfolio
Style Focus Series: Small Cap Value Portfolio
17
As of January 31, 2006, the officers and Trustees of the Trusts and MIST
beneficially owned as a group less than 1% of the outstanding shares of each
Selling Portfolio and each Acquiring Portfolio, respectively.
Control Persons and Principal Holders of Securities
On January 31, 2006, to the knowledge of the Trustees and management of the
Trusts, the following entities collectively owned of record 100% of the shares
of each of Capital Appreciation Fund, Managed Assets Trust and the following
series of The Travelers Series Trust: AIM Capital Appreciation Portfolio,
Disciplined Mid Cap Stock Portfolio, Federated High Yield Portfolio, Mercury
Large Cap Core Portfolio, MFS Value Portfolio, Pioneer Fund, Pioneer Mid Cap
Value Portfolio, Pioneer Strategic Income Portfolio and Style Focus Series:
Small Cap Value Portfolio:
Capital Appreciation Fund
- -------------------------
First MetLife Investors Variable First MetLife Investors Insurance
Annuity Account One Company
MetLife Investors USA Separate MetLife Investors USA Insurance
Account A Company
Separate Account CPPVUL1 The Travelers Insurance Company
Separate Account PP
The Travelers Fund ABD for Variable
Annuities
The Travelers Fund BD III for
Variable Annuities
The Travelers Fund UL
The Travelers Fund UL III for
Variable Life Insurance
The Travelers Separate Account Eleven
for Variable Annuities
The Travelers Separate Account Five
for Variable Annuities
The Travelers Separate Account Nine
for Variable Annuities
18
The Travelers Separate Account QP for
Variable Annuities
The Travelers Separate Account QPN for
Variable Annuities
The Travelers Variable Life Insurance
Separate Account Four
TIC Separate Account Thirteen for
Variable Annuities
TIC Variable Annuity Separate Account
2002
Travelers Fund U for Variable Annuities
The Travelers Fund ABD II for Variable The Travelers Life and Annuity Company
Annuities
The Travelers Fund UL II
The Travelers Separate Account Six for
Variable Annuities
The Travelers Separate Account Ten for
Variable Annuities
The Travelers Separate Account Twelve
for Variable Annuities
The Travelers Variable Life Insurance
Separate Account Two
TLAC Separate Account Fourteen for
Variable Annuities
TLAC Variable Annuity Separate Account
2002
Managed Assets Trust
- --------------------
The Travelers Fund ABD for Variable The Travelers Insurance Company
Annuities
The Travelers Fund BD III for Variable
Annuities
The Travelers Fund UL
The Travelers Separate Account Eleven
for Variable Annuities
The Travelers Separate Account Five for
Variable Annuities
The Travelers Separate Account Nine for
Variable Annuities
The Travelers Separate Account QP for
Variable Annuities
The Travelers Separate Account QPN for
Variable Annuities
TIC Separate Account Thirteen for
Variable Annuities
19
TIC Variable Annuity Separate Account
2002
Travelers Fund U for Variable Annuities
The Travelers Fund ABD II for Variable The Travelers Life and Annuity
Annuities Company
The Travelers Fund UL II
The Travelers Separate Account Six for
Variable Annuities
The Travelers Separate Account Ten for
Variable Annuities
The Travelers Separate Account Twelve
for Variable Annuities
TLAC Separate Account Fourteen for
Variable Annuities
TLAC Variable Annuity Separate Account
2002
AIM Capital Appreciation Portfolio
- ----------------------------------
Citicorp Life Variable Annuity Separate Citicorp Life Insurance Company
Account
First Citicorp Life Annuity Separate First Citicorp Life Insurance Company
Account
First MetLife Investors Variable Annuity First MetLife Investors Insurance
Account One Company
MetLife Investors USA Separate Account A MetLife Investors USA Insurance
Company
The Travelers Fund ABD for Variable The Travelers Insurance Company
Annuities
The Travelers Fund BD for Variable
Annuities
The Travelers Fund BD III for Variable
Annuities
The Travelers Fund UL
The Travelers Fund UL III for Variable
Life Insurance
The Travelers Separate Account Eleven
for Variable Annuities
The Travelers Separate Account Five for
Variable Annuities
The Travelers Separate Account Nine for
Variable Annuities
The Travelers Separate Account QP for
Variable Annuities
20
The Travelers Separate Account QPN for
Variable Annuities
The Travelers Separate Account Seven
for Variable Annuities
The Travelers Separate Account TM for
Variable Annuities
The Travelers Variable Life Insurance
Separate Account Three
TIC Separate Account Thirteen for
Variable Annuities
TIC Variable Annuity Separate Account
2002
Travelers Fund U for Variable Annuities
The Travelers Fund BD II for Variable The Travelers Life and Annuity Company
Annuities
The Travelers Fund ABD II for Variable
Annuities
The Travelers Fund UL II
The Travelers Separate Account Eight
for Variable Annuities
The Travelers Separate Account Six for
Variable Annuities
The Travelers Separate Account Ten for
Variable Annuities
The Travelers Separate Account Twelve
for Variable Annuities
The Travelers Variable Life Insurance
Separate Account One
TLAC Separate Account Fourteen for
Variable Annuities
TLAC Variable Annuity Separate Account
2002
Disciplined Mid Cap Stock Portfolio
- -----------------------------------
Separate Account CPPVUL1 The Travelers Insurance Company
Separate Account PP
The Travelers Fund ABD for Variable
Annuities
The Travelers Fund BD for Variable
Annuities
The Travelers Fund BD III for Variable
Annuities
The Travelers Fund UL III for Variable
Life Insurance
The Travelers Separate Account Eleven
for Variable Annuities
21
The Travelers Separate Account Five for
Variable Annuities
The Travelers Separate Account Nine for
Variable Annuities
The Travelers Separate Account QP for
Variable Annuities
The Travelers Separate Account QPN for
Variable Annuities
The Travelers Separate Account TM for
Variable Annuities
The Travelers Variable Life Insurance
Separate Account Four
TIC Separate Account Thirteen for
Variable Annuities
TIC Variable Annuity Separate Account 2002
Travelers Fund U for Variable Annuities
The Travelers Fund BD II for Variable The Travelers Life and Annuity
Annuities Company
The Travelers Fund ABD II for Variable
Annuities
The Travelers Separate Account Six for
Variable Annuities
The Travelers Separate Account Ten for
Variable Annuities
The Travelers Separate Account Twelve for
Variable Annuities
The Travelers Variable Life Insurance
Separate Account Two
TLAC Separate Account Fourteen for
Variable Annuities
TLAC Variable Annuity Separate Account
2002
Federated High Yield Portfolio
- ------------------------------
First MetLife Investors Variable Annuity First MetLife Investors Insurance
Account One Company
MetLife Investors USA Separate Account A MetLife Investors USA Insurance
Company
The Travelers Fund ABD for Variable The Travelers Insurance Company
Annuities
The Travelers Fund BD III for Variable
Annuities
22
The Travelers Separate Account Eleven for
Variable Annuities
The Travelers Separate Account Nine for
Variable Annuities
The Travelers Separate Account QP for
Variable Annuities
The Travelers Separate Account QPN for
Variable Annuities
The Travelers Separate Account TM for
Variable Annuities
The Travelers Variable Life Insurance
Separate Account Four
TIC Separate Account Thirteen for
Variable Annuities
TIC Variable Annuity Separate Account 2002
The Travelers Fund ABD II for Variable The Travelers Life and Annuity
Annuities Company
The Travelers Separate Account Ten for
Variable Annuities
The Travelers Separate Account Twelve for
Variable Annuities
The Travelers Variable Life Insurance
Separate Account Two
TLAC Separate Account Fourteen for
Variable Annuities
TLAC Variable Annuity Separate Account
2002
Mercury Large Cap Core Portfolio
- --------------------------------
Citicorp Life Variable Annuity Separate Citicorp Life Insurance Company
Account
First Citicorp Life Annuity Separate First Citicorp Life Insurance
Account Company
First MetLife Investors Variable Annuity First MetLife Investors Insurance
Account One Company
MetLife Investors USA Separate Account A MetLife Investors USA Insurance
Company
Separate Account CPPVUL1 The Travelers Insurance Company
Separate Account PP
The Travelers Fund ABD for Variable
Annuities
23
The Travelers Fund BD for Variable
Annuities
The Travelers Fund BD III for Variable
Annuities
The Travelers Fund UL III for Variable
Life Insurance
The Travelers Separate Account Eleven for
Variable Annuities
The Travelers Separate Account Five for
Variable Annuities
The Travelers Separate Account Nine for
Variable Annuities
The Travelers Separate Account PF for
Variable Annuities
The Travelers Separate Account QP for
Variable Annuities
The Travelers Separate Account QPN for
Variable Annuities
The Travelers Separate Account TM for
Variable Annuities
TIC Separate Account Thirteen for
Variable Annuities
TIC Variable Annuity Separate Account 2002
Travelers Fund U for Variable Annuities
The Travelers Fund BD II for Variable The Travelers Life and Annuity
Annuities Company
The Travelers Fund ABD II for Variable
Annuities
The Travelers Separate Account PF II for
Variable Annuities
The Travelers Separate Account Six for
Variable Annuities
The Travelers Separate Account Ten for
Variable Annuities
The Travelers Separate Account Twelve for
Variable Annuities
TLAC Separate Account Fourteen for
Variable Annuities
TLAC Variable Annuity Separate Account
2002
MFS Value Portfolio, Pioneer Fund, Pioneer Mid Cap Value Portfolio, Pioneer
Strategic Income Portfolio and Style Focus Series: Small Cap Value Portfolio
- ----------------------------------------------------------------------------
Citicorp Life Variable Annuity Separate Citicorp Life Insurance Company
Account
24
First Citicorp Life Annuity Separate First Citicorp Life Insurance
Account Company
First MetLife Investors Variable Annuity First MetLife Investors Insurance
Account One Company
MetLife Investors USA Separate Account A MetLife Investors USA Insurance
Company
Separate Account CPPVUL1 The Travelers Insurance Company
Separate Account PP
The Travelers Fund ABD for Variable
Annuities
The Travelers Fund BD for Variable
Annuities
The Travelers Fund BD III for Variable
Annuities
The Travelers Fund UL
The Travelers Fund UL III for Variable
Life Insurance
The Travelers Separate Account Eleven for
Variable Annuities
The Travelers Separate Account Five for
Variable Annuities
The Travelers Separate Account Nine for
Variable Annuities
The Travelers Separate Account PF for
Variable Annuities
The Travelers Separate Account QP for
Variable Annuities
The Travelers Separate Account QPN for
Variable Annuities
The Travelers Separate Account Seven for
Variable Annuities
The Travelers Separate Account TM for
Variable Annuities
The Travelers Variable Life Insurance
Separate Account Four
The Travelers Variable Life Insurance
Separate Account Three
TIC Separate Account Thirteen for
Variable Annuities
TIC Variable Annuity Separate Account 2002
Travelers Fund U for Variable Annuities
25
The Travelers Fund BD II for Variable The Travelers Life and Annuity
Annuities Company
The Travelers Fund ABD II for Variable
Annuities
The Travelers Fund BD IV for Variable
Annuities
The Travelers Fund UL II
The Travelers Separate Account Eight for
Variable Annuities
The Travelers Separate Account PF II for
Variable Annuities
The Travelers Separate Account Six for
Variable Annuities
The Travelers Separate Account Ten for
Variable Annuities
The Travelers Separate Account TM II for
Variable Annuities
The Travelers Separate Account Twelve for
Variable Annuities
The Travelers Variable Life Insurance
Separate Account One
The Travelers Variable Life Insurance
Separate Account Two
TLAC Separate Account Fourteen for
Variable Annuities
TLAC Separate Account Twelve for Variable
Annuities
TLAC Variable Annuity Separate Account
2002
The Insurance Companies have advised the Trusts and MIST that as of
January 31, 2006 there were no persons owning Contracts which would entitle
them to instruct the Insurance Companies with respect to more than 5% of the
shares of a Selling Portfolio or an Acquiring Portfolio.
As of the date of this Proxy Statement, MetLife and its affiliates owned
100% of the outstanding shares of MIST and as a result MetLife may be deemed to
be a control person with respect to MIST.
ADDITIONAL INFORMATION
The Investment Adviser and Administrator
TAMIC, located at 242 Trumbull Street, Hartford, Connecticut 06115, serves
as investment adviser and administrator to the following series of The
Travelers Series
26
Trust: Disciplined Mid Cap Stock Portfolio, Federated High Yield Portfolio,
Mercury Large Cap Core Portfolio, MFS Value Portfolio, Pioneer Fund, Pioneer
Mid Cap Value Portfolio and Style Focus Series: Small Cap Value Portfolio. It
also serves as investment adviser to Capital Appreciation Fund and Managed
Assets Trust. The Travelers Insurance Company serves as administrator to
Capital Appreciation Fund and Managed Assets Trust. State Street Bank and Trust
Company serves as sub-administrator to Capital Appreciation Fund and Managed
Assets Trust. TIA, located at One City Place, Hartford, Connecticut 06103,
serves as investment adviser and administrator to AIM Capital Appreciation
Portfolio and Pioneer Strategic Income Portfolio.
Shares of the Selling Portfolios are offered only to insurance company
separate accounts which fund certain variable annuity and variable life
insurance accounts. Accordingly, the Selling Portfolios do not have a principal
underwriter.
Shareholder Reports
You may obtain a copy of each Trust's annual report for the fiscal year
ended October 31, 2005 or December 31, 2005, as applicable, or ask any
questions regarding this Proxy Statement without charge by calling
(800) 842-9368 or by writing to the Secretary of a Trust at One Cityplace,
Hartford, Connecticut 06103.
OTHER BUSINESS
The Trustees of the Trusts do not intend to present any other business at
the Meeting. If, however, any other matters are properly brought before the
meeting, the persons named in the accompanying form of proxy will vote thereon
in accordance with their judgment.
THE TRUSTEES OF THE TRUSTS RECOMMEND APPROVAL OF EACH
PLAN AND ANY UNMARKED VOTING INSTRUCTIONS WILL BE VOTED IN
FAVOR OF APPROVAL OF SUCH PLAN.
27
Exhibit A
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of
January 31, 2006 by and between (i) The Travelers Series Trust (the "Acquired
Trust"), a Massachusetts business trust established under an Agreement and
Declaration of Trust dated October 11, 1991, as amended and restated and in
effect on the date hereof, on behalf of the __________ (the "Acquired Fund"), a
series of the Acquired Trust, and (ii) Met Investors Series Trust (the
"Acquiring Trust"), a Delaware statutory trust established under an Agreement
and Declaration of Trust dated July 27, 2000, as amended and restated and in
effect on the date hereof, on behalf of the __________ (the "Acquiring Fund"),
a series of the Acquiring Trust.
This Agreement is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"), and any successor
provision. The reorganization will consist of the transfer of all of the assets
of the Acquired Fund in exchange solely for shares of beneficial interest of
the Acquiring Fund, the assumption by the Acquiring Fund of the liabilities of
the Acquired Fund and the distribution of such shares of the Acquiring Fund to
the shareholders of the Acquired Fund in liquidation of the Acquired Fund, all
upon the terms and conditions set forth in this Agreement.
In consideration of the premises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows:
1. TRANSFER OF ASSETS OF ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF
LIABILITIES AND ACQUIRING SHARES AND LIQUIDATION OF ACQUIRED FUND.
1.1. Subject to the terms and conditions herein set forth and on the basis of
the representations and warranties contained herein,
(a) The Acquired Trust, on behalf of the Acquired Fund, will transfer and
deliver to the Acquiring Fund, and the Acquiring Fund will acquire, all the
assets of the Acquired Fund as set forth in paragraph 1.2;
(b) The Acquiring Fund will assume all of the Acquired Fund's liabilities
and obligations of any kind whatsoever, whether absolute, accrued, contingent
or otherwise in existence on the Closing Date (as defined in paragraph 1.2
hereof), including without limitation any indemnification obligations of the
Acquired Fund.
(c) The Acquiring Fund will issue and deliver to the Acquired Fund in
exchange for such assets and the assumption of such liabilities the number of
full and fractional Class A shares of the Acquiring Fund equal to the number
of, and having an aggregate net asset value equal to that of, the full and
fractional shares of the Acquired Fund, computed in the manner and as of the
time and date set forth in paragraph 2.1 (with the shares of the Acquiring Fund
to be issued and
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delivered in accordance with this subparagraph (c) being referred to herein as
the "Acquiring Shares"). Such transactions shall take place at the closing
provided for in paragraph 3.1 (the "Closing").
1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund shall
consist of all cash, securities, dividends and interest receivable, receivables
for shares sold and all other assets which are owned by the Acquired Fund on
the closing date provided in paragraph 3.1 (the "Closing Date"), including any
deferred expenses, other than unamortized organizational expenses, shown as an
asset on the books of the Acquired Fund on the Closing Date.
1.3. As provided in paragraph 3.4, as soon after the Closing Date as is
conveniently practicable (the "Liquidation Date"), the Acquired Fund will
liquidate and distribute to its shareholders of record (the "Acquired Fund
Shareholders"), determined as of the close of business on the Valuation Date
(as defined in paragraph 2.1), the Acquiring Shares received by the Acquired
Fund pursuant to paragraph 1.1. Each Acquired Fund Shareholder shall be
entitled to receive that proportion of the Acquiring Shares which shall be
determined by dividing the number of shares of the Acquired Fund held by such
Acquired Fund Shareholder by the total number of shares of the Acquired Fund
outstanding on the Valuation Date. Such liquidation and distribution will be
accomplished by the transfer of the Acquiring Shares then credited to the
account of the Acquired Fund on the books of the Acquiring Fund to open
accounts on the share records of the Acquiring Fund in the names of the
Acquired Fund Shareholders and representing the respective number of Acquiring
Shares due such shareholders. The Acquiring Fund shall not be obligated to
issue certificates representing Acquiring Shares in connection with such
exchange.
1.4. With respect to Acquiring Shares distributable pursuant to paragraph 1.3
to an Acquired Fund Shareholder holding a certificate or certificates for
shares of the Acquired Fund, if any, on the Valuation Date, the Acquiring Trust
will not permit such shareholder to receive Acquiring Share certificates
therefor, exchange such Acquiring Shares for shares of other investment
companies, effect an account transfer of such Acquiring Shares, or pledge or
redeem such Acquiring Shares until the Acquiring Trust has been notified by the
Acquired Fund or its agent that such Shareholder has surrendered all his or her
outstanding certificates for Acquired Fund shares or, in the event of lost
certificates, posted adequate bond.
1.5. Any obligation of the Acquired Fund to make filings with governmental
authorities is and shall remain the responsibility of the Acquired Fund through
the Closing Date and up to and including such later date on which the Acquired
Fund is terminated.
1.6. As promptly as practicable, but in any case within 60 days after the
Closing Date, the Acquired Fund shall furnish to the Acquiring Fund, in such
form as is reasonably satisfactory to the Acquiring Fund, a statement of the
earnings and profits of the Acquired Fund for federal income tax purposes that
will be carried over by the Acquiring Fund as a result of Section 381 of the
Code, which shall have been reviewed by Deloitte & Touche LLP and certified by
the Treasurer of the Acquired Fund.
1.7. As promptly as possible after the Closing Date, the Acquired Fund shall be
terminated pursuant to the provisions of the Acquired Trust's Declaration of
Trust and the laws
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of the Commonwealth of Massachusetts, and, after the Closing Date, the Acquired
Fund shall not conduct any business except in connection with its liquidation.
2. VALUATION.
2.1. For the purpose of paragraph 1, the value of the shares of the Acquired
Fund shall be equal to the net asset value of such shares of the Acquired Fund
computed as of the close of regular trading on the New York Stock Exchange on
the business day next preceding the Closing (such time and date being herein
called the "Valuation Date") using the valuation procedures as adopted by the
Board of Trustees of the Acquiring Trust, and shall be certified by an
authorized officer of the Acquired Trust.
3. CLOSING AND CLOSING DATE.
3.1. The Closing Date shall be on May 1, 2006 or on such other date as the
parties may agree in writing. The Closing shall be held at 9:00 a.m. on the
Closing Date at the offices of Met Investors Advisory, LLC, located at 5 Park
Plaza, Suite 1900, Irvine, California 92614, or at such other time and/or place
as the parties may agree.
3.2. The portfolio securities of the Acquired Fund shall be made available by
the Acquired Fund to State Street Bank and Trust Company, as custodian for the
Acquiring Fund (the "Custodian"), for examination no later than five business
days preceding the Valuation Date. On the Closing Date, such portfolio
securities and all the Acquired Fund's cash shall be delivered by the Acquired
Fund to the Custodian for the account of the Acquiring Fund, such portfolio
securities to be duly endorsed in proper form for transfer in such manner and
condition as to constitute good delivery thereof in accordance with the custom
of brokers or, in the case of portfolio securities held in the U.S. Treasury
Department's book-entry system or by the Depository Trust Company, Participants
Trust Company or other third party depositories, by transfer to the account of
the Custodian in accordance with Rule 17f-4 or Rule 17f-5, as the case may be,
under the Investment Company Act of 1940, as amended (the "1940 Act") and
accompanied by all necessary federal and state stock transfer stamps or a check
for the appropriate purchase price of such transfer stamps. The cash delivered
shall be in the form of currency or certified or official bank checks, payable
to the order of "State Street Bank and Trust Company, custodian for __________,
a series of the Met Investors Series Trust."
3.3. In the event that on the Valuation Date (a) the New York Stock Exchange
shall be closed to trading or general trading thereon shall be restricted, or
(b) trading or the reporting of trading on said Exchange or elsewhere shall be
disrupted so that accurate appraisal of the value of the net assets of the
Acquired Fund is impracticable, the Valuation Date shall be postponed until the
first business day after the day when trading shall have been fully resumed and
reporting shall have been restored; provided that if trading shall not be fully
resumed and reporting restored within three business days after the original
Valuation Date, this Agreement may be terminated by either of the Acquired
Trust or the Acquiring Trust upon the giving of written notice to the other
party.
3.4. At the Closing, the Acquired Fund or its transfer agent shall deliver to
the Acquiring Fund or its designated agent a list of the names and addresses of
the Acquired Fund
A-3
Shareholders and the number of outstanding shares of beneficial interest of the
Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of
business on the Valuation Date, certified by the Secretary or Assistant
Secretary of the Acquired Trust. The Acquiring Trust shall provide to the
Acquired Fund evidence satisfactory to the Acquired Fund that the Acquiring
Shares issuable pursuant to paragraph 1.1 have been credited to the Acquired
Fund's account on the books of the Acquiring Fund. On the Liquidation Date, the
Acquiring Trust shall provide to the Acquired Fund evidence satisfactory to the
Acquired Fund that such Acquiring Shares have been credited pro rata to open
accounts in the names of the Acquired Fund Shareholders as provided in
paragraph 1.3.
3.5. At the Closing each party shall deliver to the other such bills of sale,
instruments of assumption of liabilities, checks, assignments, stock
certificates, receipts or other documents as such other party or its counsel
may reasonably request in connection with the transfer of assets, assumption of
liabilities and liquidation contemplated by paragraph 1.
4. REPRESENTATIONS AND WARRANTIES.
4.1. The Acquired Trust, on behalf of the Acquired Fund, represents and
warrants the following to the Acquiring Trust and to the Acquiring Fund as of
the date hereof and agrees to confirm the continuing accuracy and completeness
in all material respects of the following on the Closing Date:
(a) The Acquired Trust is a business trust duly organized, validly existing
and in good standing under the laws of the Commonwealth of Massachusetts and
has the power to own all of its property and assets and to conduct its business
as currently conducted;
(b) The Acquired Trust is a duly registered investment company classified as
a management company of the open-end type and its registration with the
Securities and Exchange Commission (the "SEC") as an investment company under
the 1940 Act is in full force and effect, and the Acquired Fund is a separate
series thereof duly established, designated and existing in accordance with the
applicable provisions of the Declaration of Trust of the Acquired Trust and the
1940 Act;
(c) The Acquired Trust is not in violation in any material respect of any
provision of its Declaration of Trust or By-Laws or of any agreement,
indenture, instrument, contract, lease or other undertaking to which the
Acquired Trust is a party or by which the Acquired Fund is bound, and the
execution, delivery and performance of this Agreement will not result in any
such violation;
(d) The Acquired Trust has no material contracts or other commitments (other
than this Agreement and such other contracts as may be entered into in the
ordinary course of its business) which if terminated may result in material
liability to the Acquired Fund or under which (whether or not terminated) any
material payments for periods subsequent to the Closing Date will be due from
the Acquired Fund;
(e) No litigation or administrative proceeding or investigation of or before
any court or governmental body is presently pending or threatened against the
Acquired Fund, any of its properties or assets or any person whom the Acquired
Fund may be obligated to indemnify in
A-4
connection with such litigation, proceeding or investigation. The Acquired Fund
knows of no facts which might form the basis for the institution of such
proceedings, and is not a party to or subject to any order, decree or judgment
of any court or governmental body which materially and adversely affects its
business or its ability to consummate the transactions contemplated hereby;
(f) The Annual Report of the Acquired Fund for the year ended December 31,
2005, including the statement of assets and liabilities, the statement of
operations, the statement of changes in net assets, the statement of assets and
liabilities as of December 31, 2005 and the schedule of investments as of
December 31, 2005, copies of which have been furnished to the Acquiring Fund,
fairly reflect the financial condition and results of operations of the
Acquired Fund as of such dates and for the periods then ended in accordance
with generally accepted accounting principles consistently applied, and the
Acquired Fund has no known liabilities of a material amount, contingent or
otherwise, other than those shown on the statement of assets referred to above
or those incurred in the ordinary course of its business since December 31,
2005;
(g) Since December 31, 2005, there has not been any material adverse change
in the Acquired Fund's financial condition, assets, liabilities or business
(other than changes occurring in the ordinary course of business), or any
incurrence by the Acquired Fund of indebtedness, except as disclosed in writing
to the Acquiring Fund. For the purposes of this subparagraph (g), distributions
of net investment income and net realized capital gains, changes in portfolio
securities, changes in the market value of portfolio securities or net
redemptions shall be deemed to be in the ordinary course of business;
(h) By the Closing Date, all federal and other tax returns and reports of
the Acquired Fund required by law to have been filed by such date (giving
effect to extensions) shall have been filed, all federal and other taxes shown
to be due on said returns and reports and any assessments received by the
Acquired Fund shall have been paid so far as due and adequate provision shall
have been made for the payment thereof, and to the best of the Acquired Fund's
knowledge no such return is currently under audit by the Internal Revenue
Service or any state or local tax authority and no assessment has been asserted
with respect to any such return;
(i) For all taxable years and all applicable quarters of such years from the
date of its inception, the Acquired Fund has met, and will continue to meet
through the Closing Date the requirements of Subchapter M of the Code, for
treatment as a "regulated investment company" within the meaning of Sections
851 and 852 of the Code and the diversification requirements of Section 817(h)
of the Code and the regulations thereunder. Neither the Acquired Trust nor the
Acquired Fund has at any time since its inception been liable for nor is now
liable for any material excise tax pursuant to Sections 852 or 4982 of the
Code. The Acquired Fund is in compliance in all material respects with
applicable regulations of the Internal Revenue Service pertaining to the
reporting of dividends and other distributions on and redemptions of its
capital stock and to withholding in respect of dividends and other
distributions to shareholders, and is not liable for any material penalties
which could be imposed thereunder;
(j) The authorized capital of the Acquired Trust consists of an unlimited
number of shares of beneficial interest, $.001 par value per share, of such
number of different series as the Board of Trustees of the Acquired Trust may
authorize from time to time. The outstanding shares
A-5
of beneficial interest in the Acquired Fund are, and at the Closing Date will
be, of one class, having the characteristics described in the Acquired Fund's
then current prospectus or prospectuses and statement of additional information
or statements of additional information (collectively, as amended or
supplemented from time to time, the "Acquired Fund Prospectus"). All issued and
outstanding shares of the Acquired Fund are, and at the Closing Date will be,
duly and validly issued and outstanding, fully paid and (except as set forth in
the Acquired Fund Prospectus), non-assessable by the Acquired Fund and will
have been issued in compliance with all applicable registration or
qualification requirements of federal and state securities laws. No options,
warrants or other rights to subscribe for or purchase, or securities
convertible into, any shares of beneficial interest of the Acquired Fund are
outstanding and none will be outstanding on the Closing Date;
(k) The Acquired Fund's investment operations from inception to the date
hereof have been in compliance in all material respects with the investment
policies and investment restrictions set forth in the Acquired Fund Prospectus,
except as previously disclosed in writing to and accepted by the Acquiring Fund;
(l) The execution, delivery and performance of this Agreement has been duly
authorized by the Trustees of the Acquired Trust, and, upon approval thereof by
the required majority of the shareholders of the Acquired Fund, this Agreement
will constitute the valid and binding obligation of the Acquired Fund,
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and other equitable principles;
(m) The Acquiring Shares to be issued to the Acquired Fund pursuant to
paragraph 1 will not be acquired for the purpose of making any distribution
thereof other than to the Acquired Fund Shareholders as provided in paragraph
1.3;
(n) The information provided by the Acquired Fund for use in the
Registration Statement referred to in paragraph 5.7 and any information
provided by the Acquired Fund for use in any governmental filings in connection
with the transactions contemplated hereby, including without limitation
applications for exemption orders or no-action letters, shall be accurate and
complete in all material respects and shall comply with federal securities and
other laws and regulations applicable thereto;
(o) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Acquired Fund of
the transactions contemplated by this Agreement, except such as may be required
under the Securities Act of 1933, as amended (the "1933 Act"), the Securities
Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act and state
insurance, securities or blue sky laws (which term as used in this Agreement
shall include the laws of the District of Columbia and of Puerto Rico);
(p) At the Closing Date, the Acquired Trust, on behalf of the Acquired Fund,
will have good and marketable title to its assets to be transferred to the
Acquiring Fund pursuant to paragraph 1.1 and will have full right, power and
authority to sell, assign, transfer and deliver the Investments (as defined
below) and any other assets and liabilities of the Acquired Fund to be
transferred to the Acquiring Fund pursuant to this Agreement. At the Closing
Date, subject only
A-6
to the delivery of the Investments and any such other assets and liabilities
and payment therefor as contemplated by this Agreement, the Acquiring Fund will
acquire good and marketable title thereto and will acquire the Investments and
any such other assets and liabilities subject to no encumbrances, liens or
security interests whatsoever and without any restrictions upon the transfer
thereof, except as previously disclosed to and accepted by the Acquiring Fund.
As used in this Agreement, the term "Investments" shall mean the Acquired
Fund's investments shown on the schedule of its investments as of December 31,
2005, referred to in Section 4.1(f) hereof, as supplemented with such changes
in the portfolio as the Acquired Fund shall make, and changes resulting from
stock dividends, stock splits, mergers and similar corporate actions through
the Closing Date;
(q) At the Closing Date, the Acquired Fund will have sold such of its
assets, if any, as are necessary to assure that, after giving effect to the
acquisition of the assets of the Acquired Fund pursuant to this Agreement, the
Acquiring Fund will remain in compliance with such mandatory investment
restrictions as are set forth in the then current prospectus or prospectuses
and the statement of additional information or statements of additional
information of the Acquiring Fund, as amended through the Closing Date;
(r) No registration of any of the Investments under the 1933 Act or under
any state securities or blue sky laws would be required if they were, as of the
time of such transfer, the subject of a public distribution by either of the
Acquiring Fund or the Acquired Fund, except as previously disclosed by the
Acquired Fund to and accepted by the Acquiring Fund; and
(s) The definitive Proxy Statement of the Acquired Fund referred to in
Section 5.3 hereof, as filed with the SEC under the 1934 Act, and relating to
the meeting of the Acquired Fund's shareholders referred to in Section 5.2
hereof (together with the documents incorporated therein by reference, the
"Proxy Statement"), on the date of such filing (i) complied in all material
respects with the provisions of the 1934 Act and the 1940 Act and the rules and
regulations thereunder and (ii) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at the time of the
shareholders meeting referred to in Section 5.2 hereof and on the Closing Date,
the Proxy Statement will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that none of the
representations and warranties in this paragraph shall apply to statements in
or omissions from the Proxy Statement made in reliance upon and in conformity
with information furnished by the Acquiring Fund for use in the Proxy Statement.
4.2. The Acquiring Trust, on behalf of the Acquiring Fund, represents and
warrants the following to the Acquired Trust and to the Acquired Fund as of the
date hereof, as applicable, and agrees to confirm the continuing accuracy and
completeness in all material respects of the following on the Closing Date:
(a) The Acquiring Trust is a statutory trust duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the power to own all of its property and assets and to conduct its business as
currently conducted;
A-7
(b) The Acquiring Trust is a duly registered investment company classified
as a management company of the open-end type and its registration with the SEC
as an investment company under the 1940 Act is in full force and effect, and
the Acquiring Fund is a separate series thereof duly established, designated
and existing in accordance with the applicable provisions of the Agreement and
Declaration of Trust of the Acquiring Trust and the 1940 Act;
(c) The prospectus and statement of additional information of the Acquiring
Fund (collectively, as amended or supplemented from time to time, the
"Acquiring Fund Prospectus") when filed with the SEC will conform in all
material respects to the applicable requirements of the 1933 Act and the rules
and regulations of the SEC thereunder and will not include any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and there are no
material contracts to which the Acquiring Fund is a party that are not referred
to in such Prospectus or in the registration statement of which it is a part;
(d) The Acquiring Fund has no operations or assets other than in connection
with its organization and the transactions contemplated by this Agreement;
(e) The Acquiring Trust is not in violation in any material respect of any
provisions of its Agreement and Declaration of Trust or By-Laws or of any
agreement, indenture, instrument, contract, lease or other undertaking to which
the Acquiring Trust is a party or by which the Acquiring Fund is bound, if any,
and the execution, delivery and performance of this Agreement will not result
in any such violation;
(f) No litigation or administrative proceeding or investigation of or before
any court or governmental body is presently pending or threatened against the
Acquiring Fund or any of its properties or assets. The Acquiring Fund knows of
no facts which might form the basis for the institution of such proceedings,
and is not a party to or subject to any order, decree or judgment of any court
or governmental body which materially and adversely affects its business or its
ability to consummate the transactions contemplated hereby;
(g) The Acquiring Fund was established by the Board of Trustees of the
Acquiring Trust in order to effect the transaction described in this Agreement.
The Acquiring Fund has not yet filed its first federal income tax return and,
thus, has not yet elected to be treated as a "regulated investment company" for
federal income tax purposes. However, upon filing its first income tax return
at the end of its first taxable year, the Acquiring Fund intends to elect to be
a "regulated investment company" and until such time intends to take all steps
to ensure that it qualifies for taxation as a "regulated investment company"
and that the assets of the Acquiring Fund will be sufficiently diversified so
that each segregated asset account investing all its assets in the Acquiring
Fund is adequately diversified within the meaning of Section 817(h) of the Code
and applicable regulations thereunder;
(h) The beneficial interests in MIST are represented by an unlimited number
of transferable shares of beneficial interest, $.001 par value per share, of
one or more series. The outstanding shares of beneficial interest of the
Acquiring Fund are, and at the Closing Date will be, divided into Class A
shares, Class B shares and Class E shares, each having the characteristics
described in the Acquiring Fund Prospectus. All issued and outstanding shares of
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the Acquiring Fund are, and at the Closing Date will be, duly and validly
issued and outstanding, fully paid and non-assessable by the Acquiring Trust,
and will have been issued in compliance with all applicable registration or
qualification requirements of federal and state securities laws. No options,
warrants or other rights to subscribe for or purchase, or securities
convertible into, any shares of beneficial interest of the Acquiring Fund of
any class are outstanding and none will be outstanding on the Closing Date
(except such rights as the Acquiring Fund may have pursuant to this Agreement);
(i) The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the Acquiring Trust, and this
Agreement constitutes the valid and binding obligation of the Acquiring Trust
and the Acquiring Fund enforceable in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights generally and other
equitable principles;
(j) The Acquiring Shares to be issued and delivered to the Acquired Fund
pursuant to the terms of this Agreement will at the Closing Date have been duly
authorized and, when so issued and delivered, will be duly and validly issued
Class A shares of the Acquiring Fund, and will be fully paid and non-assessable
by the Acquiring Trust, and no shareholder of the Acquiring Trust will have any
preemptive right of subscription or purchase in respect thereof;
(k) The information to be furnished by the Acquiring Fund for use in the
Proxy Statement referred to in paragraph 5.3 and any information furnished by
the Acquiring Fund for use in any governmental filings in connection with the
transactions contemplated hereby, including without limitation applications for
exemption orders or no-action letters, shall be accurate and complete in all
material respects and shall comply with federal securities and other laws and
regulations applicable thereto; and
(l) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Acquiring Fund
of the transactions contemplated by this Agreement, except such as may be
required under 1933 Act, the 1934 Act, the 1940 Act and state insurance,
securities or blue sky laws.
5. COVENANTS OF THE ACQUIRED FUND AND THE ACQUIRING FUND.
The Acquiring Trust, on behalf of the Acquiring Fund, and the Acquired
Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with
the other as follows:
5.1. The Acquired Fund will operate its business in the ordinary course between
the date hereof and the Closing Date, it being understood that such ordinary
course of business may include regular and customary periodic dividends and
distributions and any trading activities in anticipation of the transactions
contemplated hereby.
5.2. The Acquired Fund will call a meeting of its shareholders to be held prior
to the Closing Date to consider and act upon this Agreement and take all other
reasonable action necessary to obtain the required shareholder approval of the
transactions contemplated hereby.
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5.3. In connection with the meeting of the Acquired Fund Shareholders referred
to in paragraph 5.2, the Acquired Fund will prepare, file with the SEC and
distribute to its shareholders entitled to vote at such meeting a Proxy
Statement for such meeting in compliance with the applicable requirements of
the 1933 Act, the 1934 Act and the 1940 Act.
5.4. The Acquiring Fund will advise the Acquired Fund promptly if at any time
prior to the Closing Date the Acquiring Fund becomes aware that the assets of
the Acquired Fund include any securities which the Acquiring Fund is not
permitted to acquire.
5.5. Subject to the provisions of this Agreement, the Acquired Fund and the
Acquiring Fund will each take or cause to be taken all action, and do or cause
to be done all things reasonably necessary, proper or advisable to cause the
conditions to the other party's obligations to consummate the transactions
contemplated hereby to be met or fulfilled and otherwise to consummate and make
effective such transactions.
5.6. The Acquiring Fund will use all reasonable efforts to obtain the approvals
and authorizations required by the 1933 Act, the 1940 Act and such of the state
securities or blue sky laws as it may deem appropriate in order to continue its
operations after the Closing Date.
5.7. The Acquiring Trust will prepare and file a registration statement under
the 1933 Act to register the Acquiring Shares and under the 1940 Act (the
"Registration Statement") in compliance with the applicable requirements of the
1933 Act and the 1940 Act.
5.8. The Acquiring Trust agrees to maintain the existing D&O insurance coverage
for the Trustees of the Acquired Trust, with respect to the Acquiring Fund, for
a period of three (3) years following the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund to consummate the transactions provided
for herein shall be subject, at its election, to the performance by the
Acquiring Trust and the Acquiring Fund of all the obligations to be performed
by them hereunder on or before the Closing Date and, in addition thereto, to
the following further conditions:
6.1. The Acquiring Trust, on behalf of the Acquiring Fund, shall have delivered
to the Acquired Trust a certificate executed in its name by its President or
Vice President and its Treasurer or Assistant Treasurer, in form satisfactory
to the Acquired Trust and dated as of the Closing Date, to the effect that the
representations and warranties of the Acquiring Trust on behalf of the
Acquiring Fund made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions contemplated
by this Agreement, and that the Acquiring Trust and the Acquiring Fund have
complied with all the covenants and agreements and satisfied all of the
conditions on their parts to be performed or satisfied under this Agreement at
or prior to the Closing Date.
6.2. The Acquiring Trust, on behalf of the Acquiring Fund, shall have executed
and delivered to the Acquired Fund in Assumption of Liabilities dated as of the
Closing Date pursuant to which the Acquiring Fund will assume all of the
liabilities of the Acquired Fund
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existing at the Valuation Date in connection with the transactions contemplated
by this Agreement, other than liabilities pursuant to this Agreement.
6.3. The Acquired Trust shall have received a favorable opinion from Sullivan &
Worcester LLP, counsel to the Acquiring Trust for the transactions contemplated
hereby, dated the Closing Date and in a form satisfactory to the Acquired
Trust, to the following effect:
(a) The Acquiring Trust is a statutory trust duly organized and validly
existing under the laws of the State of Delaware and has power and authority
necessary to own all of its properties and assets and to carry on its business
substantially as described in the Proxy Statement referred to in paragraph 5.3,
and the Acquiring Fund is a separate series thereof duly constituted in
accordance with the applicable provisions of the 1940 Act and the Declaration
of Trust and By-Laws of the Acquiring Trust; (b) this Agreement has been duly
authorized, executed and delivered on behalf of the Acquiring Fund and,
assuming the Proxy Statement referred to in paragraph 5.3 and the Registration
Statement referred to in paragraph 5.7 comply with applicable federal
securities laws and assuming the due authorization, execution and delivery of
this Agreement by the Acquired Trust on behalf of the Acquired Fund, is the
valid and binding obligation of the Acquiring Fund enforceable against the
Acquiring Fund in accordance with its terms, (i) except as the same may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and general equitable
principles and (ii) insofar as rights of indemnity thereunder may be limited by
federal or state securities laws; (c) the Acquiring Fund has the power to
assume the liabilities to be assumed by it hereunder; (d) the Acquiring Shares
to be issued for transfer to the shareholders of the Acquired Fund as provided
by this Agreement are duly authorized and upon such transfer and delivery will
be validly issued and outstanding and fully paid and nonassessable Class A
shares of beneficial interest in the Acquiring Fund, assuming that as
consideration for such shares not less than the net asset value and the par
value of such shares has been paid and that the conditions set forth in this
Agreement have been satisfied; and no shareholder of the Acquiring Fund has any
preemptive right of subscription or purchase in respect of such shares; (e) the
execution and delivery of this Agreement by the Acquiring Trust on behalf of
the Acquiring Fund did not, and the performance by the Acquiring Trust and the
Acquiring Fund of their respective obligations hereunder will not, violate the
Acquiring Trust's Declaration of Trust or By-Laws, or any provision of any
agreement known to such counsel to which the Acquiring Trust or the Acquiring
Fund is a party or by which either of them is bound or, to the knowledge of
such counsel, result in the acceleration of any obligation or the imposition of
any penalty under any agreement, judgment or decree to which the Acquiring
Trust or the Acquiring Fund is a party or by which either of them is bound;
(f) to the knowledge of such counsel, no consent, approval, authorization or
order of any United States federal or Delaware state court or governmental
authority is required for the consummation by the Acquiring Trust or the
Acquiring Fund of the transactions contemplated by this Agreement except such
as may be required under state securities or blue sky laws or such as have been
obtained; (g) to such counsel's knowledge, there is no legal or governmental
proceeding relating to the Acquiring Trust or the Acquiring Fund existing on or
before the date of mailing of the Proxy Statement referred to in paragraph 5.3
or the Closing Date required to be described in the Proxy Statement referred to
in paragraph 5.3 which are not described therein; (h) the Acquiring Trust is
registered with the SEC as an investment company under the 1940 Act; and (i) to
such counsel's knowledge, there is no litigation or administrative proceeding
or investigation of or before any
A-11
court or governmental body presently pending or threatened as to the Acquiring
Trust or the Acquiring Fund or any of their properties or assets that would
impair the Acquiring Trust's ability to perform its obligations under this
Agreement, and, to such counsel's knowledge, neither the Acquiring Trust nor
the Acquiring Fund is a party to or subject to the provisions of any order,
decree or judgment of any court or governmental body, which materially and
adversely affects its business.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund to complete the transactions provided
for herein shall be subject, at its election, to the performance by the
Acquired Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, to the following further
conditions:
7.1. The Acquired Trust, on behalf of the Acquired Fund, shall have delivered
to the Acquiring Trust a certificate executed in its name by its President or
Vice President and its Treasurer or Assistant Treasurer, in form and substance
satisfactory to the Acquiring Trust and dated the Closing Date, to the effect
that the representations and warranties of the Acquired Fund made in this
Agreement are true and correct at and as of the Closing Date, except as they
may be affected by the transactions contemplated by this Agreement, and that
the Acquired Trust and the Acquired Fund have complied with all the covenants
and agreements and satisfied all of the conditions on their parts to be
performed or satisfied under this Agreement at or prior to the Closing Date;
7.2. The Acquiring Trust shall have received a favorable opinion from
Sullivan & Worcester LLP, counsel to the Acquired Trust for the transactions
contemplated hereby, dated the Closing Date and in a form satisfactory to the
Acquiring Trust, to the following effect:
(a) The Acquired Trust is a business trust duly organized and validly
existing under the laws of the Commonwealth of Massachusetts and has the power
and authority necessary to own all of its properties and assets and to carry on
its business substantially as described in the Acquired Fund Prospectus and the
Proxy Statement referred to in paragraph 5.3, and the Acquired Fund is a
separate series thereof duly constituted in accordance with the applicable
provisions of the 1940 Act and the Declaration of Trust of the Acquired Trust;
(b) this Agreement has been duly authorized, executed and delivered on behalf
of the Acquired Fund and, assuming the Proxy Statement referred to in paragraph
5.3 complies with federal securities laws and assuming the due authorization,
execution and delivery of this Agreement by the Acquiring Trust on behalf of
the Acquiring Fund, is the valid and binding obligation of the Acquired Fund
enforceable against the Acquired Fund in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and
general equitable principles; (c) the Acquired Fund has the power to sell,
assign, transfer and deliver the assets to be transferred by it hereunder, and,
upon consummation of the transactions contemplated hereby, the Acquired Fund
will have duly transferred such assets to the Acquiring Fund; (d) the execution
and delivery of this Agreement by the Acquired Trust on behalf of the Acquired
Fund did not, and the performance by the Acquired Trust and the Acquired Fund
of their respective obligations hereunder will not, violate the Acquired
Trust's Declaration of Trust or By-Laws, or any
A-12
provision of any agreement known to such counsel to which the Acquired Trust or
the Acquired Fund is a party or by which either of them is bound, or, to the
knowledge of such counsel, result in the acceleration of any obligation or the
imposition of any penalty under any agreement, judgment or decree to which the
Acquired Trust or the Acquired Fund is a party or by which either of them is
bound; (e) to the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority is required for
the consummation by the Acquired Trust or the Acquired Fund of the transactions
contemplated by this Agreement, except such as may be required under state
securities or blue sky laws or such as have been obtained; (f) to such
counsel's knowledge, there is no legal or governmental proceedings relating to
the Acquired Trust or the Acquired Fund existing on or before the date of
mailing of the Proxy Statement or the Closing Date required to be described in
such Proxy Statement referred to in paragraph 5.3 which are not described as
required; (g) the Acquired Trust is registered with the SEC as an investment
company under the 1940 Act; (h) to such counsel's knowledge, there is no
litigation or administrative proceeding or investigation of or before any court
or governmental body is presently pending or threatened as to the Acquired
Trust or the Acquired Fund or any of its properties or assets that would impair
the Acquired Trust's ability to perform its obligations under this Agreement,
and, to such counsel's knowledge neither the Acquired Trust nor the Acquired
Fund is a party to or subject to the provisions of any order, decree or
judgment of any court or governmental body, which materially and adversely
affects its business; and (i) all issued and outstanding shares of the Acquired
Fund are validly issued, fully paid and non-assessable (except as set forth in
the Acquired Fund's Prospectus), assuming that as consideration for such shares
not less than the net asset value of such shares has been paid, and assuming
that such shares were issued in accordance with the terms of the Acquired
Fund's registration statement, or any amendments thereto, in effect at the time
of such issuance.
7.3. The Acquired Fund shall have furnished tax returns to the Acquiring Fund,
signed by a partner of Deloitte & Touche LLP, for the fiscal year ended
December 31, 2005.
7.4. The Acquired Fund shall have furnished to the Acquiring Fund a
certificate, signed by the President (or any Vice President) and the Treasurer
of the Acquired Trust, as to the adjusted tax basis in the hands of the
Acquired Fund of the securities delivered to the Acquiring Fund pursuant to
this Agreement.
7.5. The custodian of the Acquired Fund shall have delivered to the Acquiring
Fund a certificate identifying all of the assets of the Acquired Fund held by
such custodian as of the Valuation Date, and the Acquired Fund shall have
delivered to the Acquiring Fund a statement of assets and liabilities of the
Acquired Fund as of the Valuation Date, prepared in accordance with generally
accepted accounting principles consistently applied from the prior audited
period, certified by the Treasurer of the Acquired Fund.
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8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE ACQUIRING FUND
AND THE ACQUIRED FUND.
The respective obligations of the Acquired Trust and the Acquiring Trust
hereunder are each subject to the further conditions that on or before the
Closing Date:
8.1. This Agreement and the transactions contemplated herein shall have been
approved by the vote of the required majority of the holders of the outstanding
shares of the Acquired Fund of record on the record date for the meeting of its
shareholders referred to in paragraph 5.2;
8.2. On the Closing Date no action, suit or other preceding shall be pending
before any court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, this Agreement
or the transactions contemplated hereby;
8.3. All consents of other parties and all other consents, orders and permits
of federal, state and local regulatory authorities (including those of the SEC
and of state blue sky and securities authorities) deemed necessary by the
Acquired Trust or the Acquiring Trust to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of the
Acquiring Fund or the Acquired Fund;
8.4. The Registration Statement referred to in paragraph 5.7 shall have become
effective under the 1933 Act and no stop order suspending the effectiveness
thereof shall have been issued and, to the best knowledge of the parties
hereto, no investigation or proceeding for that purpose shall have been
instituted or be pending, threatened or contemplated under the 1933 Act;
8.5. The Acquired Trust and the Acquiring Trust shall have received a favorable
opinion of Sullivan & Worcester LLP satisfactory to the Acquired Trust and the
Acquiring Trust substantially to the effect that, for federal income tax
purposes:
(a) The transfer of all of the Acquired Fund assets in exchange solely for
the Acquiring Shares and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund followed by the distribution of the Acquiring
Shares to the Acquired Fund Shareholders in dissolution and liquidation of the
Acquired Fund will constitute a "reorganization" within the meaning of
Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will
each be a "party to a reorganization" within the meaning of Section 368(b) of
the Code.
(b) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund solely in exchange for the Acquiring
Shares and the assumption by the Acquiring Fund of the liabilities of the
Acquired Fund.
(c) No gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund assets to the Acquiring Fund in exchange for the
Acquiring Shares and the assumption by the Acquiring Fund of the liabilities of
the Acquired Fund or upon the distribution (whether actual or constructive) of
the Acquiring Shares to the separate accounts as shareholders of Acquired Fund
in exchange for their shares of the Acquired Fund.
(d) No gain or loss will be recognized by the separate accounts as
shareholders of Acquired Fund upon the exchange of their Acquired Fund shares
for the Acquiring Shares in liquidation of the Acquired Fund.
A-14
(e) The aggregate tax basis of the Acquiring Shares received by each
separate account as a shareholder of Acquired Fund pursuant to the
Reorganization will be the same as the aggregate tax basis of the Acquired Fund
shares held by such separate account as a shareholder of Acquired Fund
immediately prior to the Closing, and the holding period of the Acquiring
Shares received by each separate account as a shareholder of Acquired Fund will
include the period during which the Acquired Fund shares exchanged therefore
were held (provided the Acquired Fund shares were held as capital assets on the
date of the Closing).
(f) The tax basis of the Acquired Fund assets acquired by the Acquiring Fund
will be the same as the tax basis of such assets to the Acquired Fund
immediately prior to the Closing, and the holding period of the assets of the
Acquired Fund in the hands of the Acquiring Fund will include the period during
which those assets were held by the Acquired Fund.
(g) The Acquiring Fund will succeed to and take into account capital loss
carryovers, if any, of the Acquired Fund described in Section 381(c) of the
Code. The Acquiring Fund will take any capital loss carryovers into account
subject to the conditions and limitations specified in Sections 381, 382, 383
and 384 of the Code and regulations thereunder.
8.6. At any time prior to the Closing, any of the foregoing conditions of this
Agreement may be waived jointly by the Board of Trustees of the Acquired Trust
and the Board of Trustees of the Acquiring Trust if, in their judgment, such
waiver will not have a material adverse effect on the interests of the
shareholders of the Acquired Fund and the Acquiring Fund.
9. FEES AND EXPENSES.
9.1. Except as otherwise provided in this paragraph 9, Metropolitan Life
Insurance Company agrees that it or one of its affiliates will bear any and all
costs and expenses of the transaction incurred by the Acquiring Fund and the
Acquired Fund, including without limitation portfolio transaction costs
incurred by the Acquiring Fund or the Acquired Fund.
9.2. In the event the transactions contemplated by this Agreement are not
consummated, then Metropolitan Life Insurance Company agrees that it, or one of
its affiliates, shall bear all of the costs and expenses incurred by both the
Acquiring Fund and the Acquired Fund in connection with such transactions.
9.3. Notwithstanding any other provisions of this Agreement, if for any reason
the transactions contemplated by this Agreement are not consummated, neither
the Acquiring Fund nor the Acquired Fund shall be liable to the other for any
damages resulting therefrom, including, without limitation, consequential
damages.
9.4. Notwithstanding any of the foregoing, costs and expenses will in any event
be paid by the party directly incurring them if and to the extent that the
payment by another party of such costs and expenses would result in the
disqualification of such party as a "regulated investment company" within the
meaning of Section 851 of the Code.
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10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES.
10.1. The Acquired Trust on behalf of the Acquired Fund and the Acquiring
Trust, on behalf of the Acquiring Fund, agree that neither party has made any
representation, warranty or covenant to the other not set forth herein and that
this Agreement constitutes the entire agreement between the parties.
10.2. The representations, warranties and covenants contained in this Agreement
or in any document delivered pursuant hereto or in connection herewith shall
not survive the consummation of the transactions contemplated hereunder except
paragraphs 1.1, 1.3, 1.4, 1.5, 1.6, 1.7, 3.4, 4.2(g), 5.8, 7.3, 9, 10, 13 and
14.
11. TERMINATION.
11.1. This Agreement may be terminated by the mutual agreement of the Acquiring
Trust and the Acquired Trust. In addition, either the Acquiring Trust or the
Acquired Trust may at its option terminate this Agreement at or prior to the
Closing Date:
(a) Because of a material breach by the other of any representation,
warranty, covenant or agreement contained herein to be performed by the other
party at or prior to the Closing Date;
(b) If a condition herein expressed to be precedent to the obligations of
the terminating party has not been met and it reasonably appears that it will
not or cannot be met; or
(c) If the transactions contemplated by this Agreement have not been
substantially completed by December 31, 2006, this Agreement shall
automatically terminate on that date unless a later date is agreed to by both
the Acquired Trust and the Acquiring Trust.
(d) If the Board of Trustees of the Acquiring Fund or the Board of Trustees
of the Acquired Fund, as the case may be, determines that the termination of
this Agreement is in the best interests of its shareholders.
12. AMENDMENTS.
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Acquired Trust on behalf of the Acquired Fund and the Acquiring Trust on behalf
of the Acquiring Fund; provided, however, that following the shareholders'
meeting called by the Acquired Fund pursuant to paragraph 5.2, no such
amendment may have the effect of changing the provisions for determining the
number of the Acquiring Shares to be issued to the Acquired Fund Shareholders
under this Agreement to the detriment of such Shareholders without their
further approval.
13. NOTICES.
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail
A-16
addressed to: (i) Met Investors Series Trust, 5 Park Plaza, Irvine, CA 92614,
attn: Secretary; or (ii) The Travelers Series Trust, One Cityplace, Hartford,
CT 06103, attn: Secretary.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON-RECOURSE; FINDERS'
FEES.
14.1. The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
14.3. This Agreement shall be governed by and construed in accordance with the
domestic substantive laws of the State of Delaware, without giving effect to
any choice or conflicts of law rule or provision that would result in the
application of the domestic substantive laws of any other jurisdiction.
14.4. This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
hereof or of any rights or obligations hereunder shall be made by any party
without the written consent of the other party. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
14.5. A copy of the Certificate of Trust of the Acquiring Trust is on file with
the Secretary of State of Delaware and a Certificate of Trust of the Acquired
Trust is on file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that no trustee, director, officer, agent or employee of
either the Acquired Trust or the Acquiring Trust shall have any personal
liability under this Agreement, and that this Agreement is binding only upon
the assets and properties of the Acquired Fund and the Acquiring Fund.
14.6. The Acquired Trust, on behalf of the Acquired Fund, and the Acquiring
Trust, on behalf of the Acquiring Fund, each represents and warrants to the
other that there are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of
the date first above written.
THE TRAVELERS SERIES TRUST,
on behalf of its
By:
------------------------------
Name: Elizabeth M. Forget
Title: President
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MET INVESTORS SERIES TRUST
on behalf of its
By:
------------------------------
Name: Elizabeth M. Forget
Title: President
A-18
PROXY
CAPITAL APPRECIATION FUND
SPECIAL MEETING OF SHAREHOLDERS
April 12, 2006
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Capital Appreciation Fund hereby appoints Elizabeth M. Forget, Paul Cellupica
and Peter Duffy, or any one of them true and lawful attorneys with power of
substitution of each, to vote all shares which the undersigned is entitled to
vote, at the Special Meeting of Shareholders of the Fund to be held on
April 12, 2006, at the offices of Met Investors Series Trust, 260 Madison
Avenue, 10/th/ Floor, New York, New York 10016, at 10:00 a.m. local time, and
at any adjournment thereof ("Meeting"), as follows:
1. To approve an Agreement and Plan of Reorganization whereby Janus Capital
Appreciation Portfolio, a series of Met Investors Series Trust, will
(i) acquire all of the assets of Capital Appreciation Fund and (ii) assume
all of the liabilities of Capital Appreciation Fund.
FOR [_] AGAINST [_] ABSTAIN [_]
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: _______________________, 2006
---------------------------------------------
Name of Insurance Company
---------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------
Signature of Authorized Officer
CAPITAL APPRECIATION FUND
Name(s) of Separate Account(s)
Of the Insurance Company
Owning Shares in this Fund:
________ Insurance Company
Separate Account ____
2 EASY WAYS TO VOTE CAPITAL APPRECIATION FUND
One Cityplace, Hartford, Connecticut 06103
1. Return this voting instruction
form using the enclosed VOTING INSTRUCTION FORM FOR THE
postage-paid envelope. Special Meeting of Shareholders
2. Vote by Internet - see April 12, 2006, 10:00 a.m.
instructions in Proxy Statement.
*** CONTROL NUMBER: ***
CAPITAL APPRECIATION FUND
The undersigned hereby instructs [insert name of insurance company that issued
the variable insurance contract or policy] (the "Company") to vote the shares
of the Capital Appreciation Fund (the "Fund") as to which the undersigned is
entitled to give instructions at the Special Meeting of Shareholders of the
Fund to be held at the offices of Met Investors Series Trust, 260 Madison
Avenue, 10/th/ Floor, New York, New York 10016, at 10:00 a.m. Eastern time on
April 12, 2006, and at any adjournments thereof.
The Company and the Board of Trustees of the Fund solicit your voting
instructions and recommend that you instruct the Company to vote "FOR" the
Proposal. The Company will vote the appropriate number of Fund shares pursuant
to the instruction given. If no instruction is set forth on a returned form as
to the Proposal, the Company will vote FOR the Proposal.
Receipt of the Notice of Special Meeting and the related Proxy Statement is
hereby acknowledged.
Date ________________, 2006
PLEASE SIGN IN BOX BELOW
----------------------------------------
Signature - Please sign exactly as your
name appears at left. Joint owners each
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign in
full corporate name by president or
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Please fold and detach card at perforation before mailing.
The Board of Trustees of the Fund has proposed the matter described below.
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON THE PROPOSAL, CHECK THE
APPROPRIATE BOX BELOW.
FOR AGAINST ABSTAIN
To approve the Agreement and Plan of Reorganization with
respect to the acquisition of Capital Appreciation Fund [_] [_] [_]
by Janus Capital Appreciation Portfolio, a series of Met
Investors Series Trust.
PROXY
MANAGED ASSETS TRUST
SPECIAL MEETING OF SHAREHOLDERS
April 12, 2006
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Managed Assets Trust hereby appoints Elizabeth M. Forget, Paul Cellupica and
Peter Duffy, or any one of them true and lawful attorneys with power of
substitution of each, to vote all shares which the undersigned is entitled to
vote, at the Special Meeting of Shareholders of the Trust to be held on
April 12, 2006, at the offices of Met Investors Series Trust, 260 Madison
Avenue, 10/th/ Floor, New York, New York 10016, at 10:00 a.m. local time, and
at any adjournment thereof ("Meeting"), as follows:
1. To approve an Agreement and Plan of Reorganization whereby Legg Mason
Partners Managed Assets Portfolio, a series of Met Investors Series Trust,
will (i) acquire all of the assets of Managed Assets Trust and (ii) assume
all of the liabilities of Managed Assets Trust.
FOR [_] AGAINST [_] ABSTAIN [_]
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: _______________________, 2006
---------------------------------------------
Name of Insurance Company
---------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------
Signature of Authorized Officer
MANAGED ASSETS TRUST
Name(s) of Separate Account(s)
Of the Insurance Company
Owning Shares in this Trust:
________ Insurance Company
Separate Account ____
2 EASY WAYS TO VOTE MANAGED ASSETS TRUST
One Cityplace, Hartford, Connecticut 06103
1. Return this voting instruction
form using the enclosed VOTING INSTRUCTION FORM FOR THE
postage-paid envelope. Special Meeting of Shareholders
2. Vote by Internet - see April 12, 2006, 10:00 a.m.
instructions in Proxy Statement.
*** CONTROL NUMBER: ***
MANAGED ASSETS TRUST
The undersigned hereby instructs [insert name of insurance company that issued
the variable insurance contract or policy] (the "Company") to vote the shares
of the Managed Assets Trust (the "Trust") as to which the undersigned is
entitled to give instructions at the Special Meeting of Shareholders of the
Trust to be held at the offices of Met Investors Series Trust, 260 Madison
Avenue, 10/th/ Floor, New York, New York 10016, at 10:00 a.m. Eastern time on
April 12, 2006, and at any adjournments thereof.
The Company and the Board of Trustees of the Trust solicit your voting
instructions and recommend that you instruct the Company to vote "FOR" the
Proposal. The Company will vote the appropriate number of Trust shares pursuant
to the instruction given. If no instruction is set forth on a returned form as
to the Proposal, the Company will vote FOR the Proposal.
Receipt of the Notice of Special Meeting and the related Proxy Statement is
hereby acknowledged.
Date ________________, 2006
PLEASE SIGN IN BOX BELOW
----------------------------------------
Signature - Please sign exactly as your
name appears at left. Joint owners each
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign in
full corporate name by president or
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Please fold and detach card at perforation before mailing.
The Board of Trustees of the Trust has proposed the matter described below.
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON THE PROPOSAL, CHECK THE
APPROPRIATE BOX BELOW.
FOR AGAINST ABSTAIN
To approve the Agreement and Plan of Reorganization with
respect to the acquisition of Managed Assets Trust by Legg [_] [_] [_]
Mason Partners Managed Assets Portfolio, a series of Met
Investors Series Trust.
PROXY
THE TRAVELERS SERIES TRUST
(AIM Capital Appreciation Portfolio, Disciplined Mid Cap Stock Portfolio,
Federated High Yield Portfolio, Mercury Large Cap Core Portfolio, MFS Value
Portfolio, Pioneer Fund, Pioneer Mid Cap Value Portfolio, Pioneer Strategic
Income Portfolio and Style Focus Series: Small Cap Value Portfolio, each a
series of the Trust)
SPECIAL MEETING OF SHAREHOLDERS
April 12, 2006
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
series of The Travelers Series Trust (the "Trust") named above (each a
"Portfolio") hereby appoints Elizabeth M. Forget, Paul Cellupica and Jeffrey A.
Tupper, or any one of them true and lawful attorneys with power of substitution
of each, to vote all shares which the undersigned is entitled to vote, at the
Special Meeting of Shareholders of the Portfolios to be held on April 12, 2006,
at the offices of Met Investors Series Trust, 260 Madison Avenue, 10/th/ Floor,
New York, New York 10016, at 10:00 a.m. local time, and at any adjournment
thereof ("Meeting"), as follows:
1. To approve Agreements and Plans of Reorganization whereby a series of Met
Investors Series Trust will (i) acquire all of the assets of the
corresponding Portfolio of the Trust; and (ii) assume all of the liabilities
of the corresponding Portfolio of the Trust.
FOR [_] AGAINST [_] ABSTAIN [_]
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: _______________________, 2006
---------------------------------------------
Name of Insurance Company
---------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------
Signature of Authorized Officer
AIM Capital Appreciation Portfolio, Disciplined Mid Cap Stock Portfolio,
Federated High Yield Portfolio, Mercury Large Cap Core Portfolio, MFS Value
Portfolio, Pioneer Fund, Pioneer Mid Cap Value Portfolio, Pioneer Strategic
Income Portfolio and Style Focus Series: Small Cap Value Portfolio
Name(s) of Separate Account(s)
Of the Insurance Company
Owning Shares in this Portfolio:
________ Insurance Company
Separate Account ____
2 EASY WAYS TO VOTE THE TRAVELERS SERIES TRUST
One Cityplace, Hartford, Connecticut 06103
1. Return this voting instruction
form using the enclosed VOTING INSTRUCTION FORM FOR THE
postage-paid envelope. Special Meeting of Shareholders
2. Vote by Internet - see April 12, 2006, 10:00 a.m.
instructions in Proxy Statement.
*** CONTROL NUMBER: ***
THE TRAVELERS SERIES TRUST
AIM Capital Appreciation Portfolio
Disciplined Mid Cap Stock Portfolio
Federated High Yield Portfolio
Mercury Large Cap Core Portfolio
MFS Value Portfolio
Pioneer Fund
Pioneer Mid Cap Value Portfolio
Pioneer Strategic Income Portfolio
Style Focus Series: Small Cap Value
Portfolio
The undersigned hereby instructs [insert name of insurance company that issued
the variable insurance contract or policy] (the "Company") to vote the shares
of the series of The Travelers Series Trust (the "Trust") named above (each a
"Portfolio") as to which the undersigned is entitled to give instructions at
the Special Meeting of Shareholders of the Portfolio to be held at the offices
of Met Investors Series Trust ("MIST"), 260 Madison Avenue, 10/th/ Floor, New
York, New York 10016, at 10:00 a.m. Eastern time on April 12, 2006 and at any
adjournments thereof.
The Company and the Board of Trustees of the Trust solicit your voting
instructions and recommend that you instruct the Company to vote "FOR" the
Proposal. The Company will vote the appropriate number of Portfolio shares
pursuant to the instruction given. If no instruction is set forth on a returned
form as to the Proposal, the Company will vote FOR the Proposal.
Receipt of the Notice of Special Meeting and the related Proxy Statement is
hereby acknowledged.
Date ________________, 2006
PLEASE SIGN IN BOX BELOW
----------------------------------------
Signature - Please sign exactly as your
name appears at left. Joint owners each
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign in
full corporate name by president or
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Please fold and detach card at perforation before mailing.
The Board of Trustees of the Trust has proposed the matters described below.
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON THE PROPOSAL, CHECK THE
APPROPRIATE BOX BELOW.
FOR AGAINST ABSTAIN
----- ------- -------
To approve the Agreement and Plan of Reorganization with [_] [_] [_]
respect to the acquisition of AIM Capital Appreciation
Portfolio, a series of the Trust, by Met/AIM Capital
Appreciation Portfolio, a series of MIST.
To approve the Agreement and Plan of Reorganization with [_] [_] [_]
respect to the acquisition of Disciplined Mid Cap Stock
Portfolio, a series of the Trust, by Batterymarch
Mid-Cap Stock Portfolio, a series of MIST.
To approve the Agreement and Plan of Reorganization with [_] [_] [_]
respect to the acquisition of Federated High Yield
Portfolio, a series of the Trust, by Federated High
Yield Portfolio, a series of MIST.
To approve the Agreement and Plan of Reorganization with [_] [_] [_]
respect to the acquisition of Mercury Large Cap Core
Portfolio, a series of the Trust, by Princeton Large-Cap
Core Portfolio, a series of MIST.
To approve the Agreement and Plan of Reorganization with [_] [_] [_]
respect to the acquisition of MFS Value Portfolio, a
series of the Trust, by MFS Value Portfolio, a series of
MIST.
To approve the Agreement and Plan of Reorganization with [_] [_] [_]
respect to the acquisition of Pioneer Fund, a series of
the Trust, by Pioneer Fund Portfolio, a series of MIST.
To approve the Agreement and Plan of Reorganization with [_] [_] [_]
respect to the acquisition of Pioneer Mid Cap Value
Portfolio, a series of the Trust, by Pioneer Mid-Cap
Value Portfolio, a series of MIST.
To approve the Agreement and Plan of Reorganization with [_] [_] [_]
respect to the acquisition of Pioneer Strategic Income
Portfolio, a series of the Trust, by Pioneer Strategic
Income Portfolio, a series of MIST.
To approve the Agreement and Plan of Reorganization with [_] [_] [_]
respect to the acquisition of Style Focus Series: Small
Cap Value Portfolio, a series of the Trust, by Dreman
Small-Cap Value Portfolio, a series of MIST.