EXHIBIT 99.2
MML SERIES INVESTMENT FUND
BY-LAWS
As Xxxxxxx and Restated August 6, 1993
Table of Contents
Page
ARTICLE I: Declaration of Trust and Principal Office
Section 1.1 Agreement and Declaration of Trust................. 1
Section 1.2 Principal Office of the Trust...................... 1
ARTICLE II: Meetings of Trustees
Section 2.1 Annual and Regular Meetings........................ 1
Section 2.2 Special Meetings................................... 1
Section 2.3 Notice............................................. 1
Section 2.4 Quorum............................................. 1
ARTICLE III: Officers
Section 3.1 Enumeration, Qualification......................... 2
Section 3.2 Election........................................... 2
Section 3.3 Tenure............................................. 2
Section 3.4 Powers............................................. 2
Section 3.5 President.......................................... 2
Section 3.6 Treasurer, Comptroller............................. 2
Section 3.7 Secretary.......................................... 3
Section 3.8 Resignations and Removals.......................... 3
ARTICLE IV: Committees
Section 4.1 Quorum, Voting..................................... 3
ARTICLE V: Reports
Section 5.1 General............................................ 3
ARTICLE VI: Fiscal Year
Section 6.1 General.............................................. 3
ARTICLE VII: Seal
Section 7.1 General.............................................. 4
ARTICLE VIII: Execution of Papers
Section 8.1 General.............................................. 4
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Page
ARTICLE IX: Issuance of Shares and Share
Certificates
Section 9.1 Sale of Shares....................................... 4
Section 9.2 Share Certificates................................... 4
Section 9.3 Loss of Certificates................................. 5
Section 9.4 Discontinuance of Issuance of Certificates........... 5
ARTICLE X: Conduct of the Trust's Business
Section 10.1 Determination of Net Asset Value Per Share.......... 5
ARTICLE XI: Shareholders
Section 11.1 Shareholders' Meetings.............................. 6
Section 11.2 Record Dates........................................ 6
ARTICLE XII: Amendments to the Bylaws
Section 12.1 General............................................. 6
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ARTICLE I: Declaration of Trust and Principal Office
1.1. Agreement and Declaration of Trust. These Bylaws shall be
subject to the Agreement and Declaration of Trust, as from time to time in
effect (the "Declaration of Trust"), of MML Series Investment Fund, the
Massachusetts voluntary association established by the Declaration of Trust (the
"Trust").
1.2. Principal Office of the Trust. The principal office of the Trust
shall be located in Springfield, Massachusetts.
ARTICLE II: Meetings of Trustees
2.1. Annual and Regular Meetings. Regular meetings of the Trustees
may be held without call or notice at such places and at such times as the
Trustees may from time to time determine, provided that notice of the first
regular meeting following any such determination shall be given to absent
Trustees. A meeting of the Trustees may be held without call or notice
immediately after and at the same place as any meeting of the shareholders.
2.2. Special Meetings. Special meetings of the Trustees may be held
at any time and at any place designated in the call of the meeting when called
by the President or the Treasurer or by two or more Trustees, sufficient notice
thereof being given to each Trustee by the Secretary or an Associate Secretary
or by the officer or the Trustees calling the meeting.
2.3. Notice. It shall be sufficient notice to a Trustee of a special
meeting to send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to the Trustee at his or
her usual or last known business or residence address or to give notice to him
or her in person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting need not be given to any Trustee if a written waiver of
notice, executed by him or her before or after the meeting, is filed with the
records of the meeting, or to any Trustee who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him or
her. Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.
2.4. Quorum. At any meeting of the Trustees a majority of the
Trustees then in office shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice.
ARTICLE III: Officers
3.1. Enumeration, Qualification. The officers of the Trust shall be a
President, a Treasurer, a Comptroller, a Secretary, and such other officers, if
any, as the Trustees from time to time may in their discretion elect. The Trust
may also have such agents as the Trustees from time to time may in their
discretion appoint. Any officer may, but need not, be a Trustee. Any two or
more offices may be held by the same person. A Trustee or officer may, but need
not, be a shareholder.
3.2. Election. The President, the Treasurer, the Comptroller and the
Secretary shall be elected annually by the Trustees. Other officers, if any,
may be elected or appointed by the Trustees at said meeting or at any other
time. Vacancies in any office may be filled at any time.
3.3. Tenure. The President, the Treasurer, the Comptroller and the
Secretary shall hold office for one year and until their respective successors
are chosen and qualified, or in each case until he or she sooner dies, resigns,
is removed or becomes disqualified. Each other officer shall hold office and
each agent shall retain authority at the pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of these Bylaws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to the office occupied by him or her as if the Trust were organized as a
Massachusetts business corporation and such other duties and powers as the
Trustees may from time to time designate.
3.5. President. Unless the Trustees otherwise provide, the President
shall preside at all meetings of the shareholders and of the Trustees. The
President shall be the chief executive officer.
3.6. Treasurer, Comptroller. The Treasurer shall, subject to the
provisions of the Declaration of Trust and to any arrangement made by the
Trustees with a custodian, investment adviser or manager, or transfer,
shareholder servicing or similar agent, be in charge of the cash, assets,
securities, property and valuable papers of the Trust and shall have such other
duties and powers as may be designated from-time to time by the Trustees or by
the President.
The Comptroller shall be in charge of its books of account and
accounting records. The Comptroller shall be responsible for preparation of
financial statements of the Trust and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the President.
3.7. Secretary. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the shareholders or Trustees, an assistant
or associate secretary, or if there be none or if he or she is absent, a
temporary secretary chosen at such meeting, shall record the proceedings thereof
in the aforesaid books.
3.8. Resignations and Removals. Any Trustee or officer may resign at
any time by written instrument signed by him or her and delivered to the
President or the Secretary or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by them with or without
cause. Except to the extent expressly provided in a written agreement with the
Trust, no Trustee or officer resigning and no Trustee or officer removed shall
have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal.
ARTICLE IV: Committees
4.1. Quorum, Voting. A majority of the members of any Committee of
the Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a majority of
the members present (a quorum being present) or evidenced by one or more
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writings signed by such a majority. Members of a Committee may participate in a
meeting of such Committee by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.
ARTICLE V: Reports
5.1. General. The Trustees and officers shall render reports at the
time and in the manner required by the Declaration of Trust or any applicable
law. Officers and Committees shall render such additional reports as they may
deem desirable or as may from time to time be required by the Trustees.
ARTICLE VI: Fiscal Year
6.1. General. Except as from time to time otherwise provided by the
Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Treasurer, and subsequent fiscal
years shall end on such date in subsequent years.
ARTICLE VII: Seal
7.1. General. The seal of the Trust shall consist of a flat-faced die
with the word "Massachusetts", together with the name of the Trust and the year
of its organization cut or engraved thereon but, unless otherwise required by
the Trustees, the seal shall not be necessary to be placed on, and its absence
shall not impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
ARTICLE VIII: Execution of Papers
8.1. General. Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President, one of the Vice Presidents, the Secretary or the Treasurer and
need not bear the seal of the Trust.
ARTICLE IX: Issuance of Shares and Share Certificates
9.1. Sale of Shares. Except as otherwise determined by the Trustees,
the Trust will issue and sell for cash or securities from time to time, full and
fractional shares of its shares of beneficial interest, such shares to be issued
and sold at a price of not less than net asset value per share as from time to
time determined in accordance with the Declaration of Trust and these Bylaws
and, in the case of fractional shares, at a proportionate reduction in such
price. In the case of shares sold for securities, such securities shall be
valued in accordance with the provisions for determining value of assets of the
Trust as stated in the Declaration of Trust and these Bylaws. The officers of
the Trust are severally authorized to take all such actions as may be necessary
or desirable to carry out this Section 9.1.
9.2. Share Certificates. In lieu of issuing certificates for shares,
the Trustees or the transfer agent may either issue receipts therefor or may
keep accounts upon the books of the Trust for the record holders of such shares,
who
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shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a
certificate stating the number of shares owned by him, in such form as shall be
prescribed from time to time by the Trustees. Such certificates shall be signed
by the President or any Vice-President and by the Treasurer or any Assistant
Treasurer. Such signatures may be by facsimile if the certificate is signed by
a transfer agent, or by a registrar, other than a Trustee, officer or employee
of the Trust. In case any officer who has signed or whose facsimile signature
has been placed on such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the same effect as if
he were such officer at the time of its issue.
9.3. Loss of Certificates. In the case of the alleged loss,
destruction or mutilation of a share certificate a duplicate, certificate may be
issued in place thereof, upon such terms as the Trustees may prescribe.
9.4. Discontinuance of Issuance of Certificates. The Trustees may at
any time discontinue the issuance of share certificates and may, by written
notice to each shareholder, require the surrender of share certificates to the
Trust for cancellation. Such surrender and cancellation shall not affect the
ownership of shares in the Trust.
ARTICLE X: Conduct of the Trust's Business
10.1. Determination of Net Asset Value Per Share. Net asset value per
share of each series of shares of the Trust shall mean: (i) the value of all the
assets of such series; (ii) less total liabilities of such series; (iii) divided
by the number of shares of such series outstanding, in each case at the time of
each determination. The net asset value per share of each series shall be
determined as of the normal close of trading on the New York Stock Exchange on
each day on which such Exchange is open or at such other times and on such other
days as the Trustees may determine. As of any time other than the normal close
of trading on such Exchange, the Trustees may cause the net asset value per
share last determined to be determined again in a similar manner or adjusted to
reflect changes in market values of securities in the portfolio, such adjustment
to be made on the basis of changes in selected security prices determined by the
Trustees to be relevant to the portfolio of such series or in averages or in
other standard and readily ascertainable market data, and the Trustees may fix
the time when such redetermined or adjusted net asset value per share of each
series shall become effective.
In valuing the portfolio investments of any series for determination
of net asset value per share of such series, securities for which market
quotations are readily available shall be valued at prices which, in the opinion
of the Trustees or the person designated by the Trustees to make the
determination, most nearly represent the market value of such securities, and
other securities and assets shall be valued at their fair value as determined by
or pursuant to the direction of the Trustees, which in the case of short-term
debt obligations, commercial paper and repurchase agreements may, but need not,
be on the basis of quoted yields for securities of comparable
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maturity, quality and type, or on the basis of amortized cost. Expenses and
liabilities of the Trust shall be accrued each day. Liabilities may include such
reserves for taxes, estimated accrued expenses and contingencies as the Trustees
or their designates may in their sole discretion deem fair and reasonable under
the circumstances. No accruals shall be made in respect of taxes on unrealized
appreciation of securities owned unless the Trustees shall otherwise determine.
Dividends payable by the Trust shall be deducted as at the time of but
immediately prior to the determination of net asset value per share on the
record date therefor.
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ARTICLE XI: Shareholders
11.1. Shareholders' Meeting. The Trustees, and in some cases the
shareholders, may call meetings of the shareholders as provided in the
Declaration of Trust.
11.2. Record Dates. For the purpose of determining the shareholders
who are entitled to vote or act at any meeting or an adjournment thereof, or who
are entitled to receive payment of any dividend or of any other distribution,
the Trustees may from time to time fix a time, which shall be not more than 60
days before the date of any meeting of shareholders or the date for the payment
of any dividend or of any other distribution, as the record date for determining
the shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only shareholders of record on such record date shall have such
right notwithstanding any transfer of shares on the books of the Trust after the
record date; or without fixing such record date the Trustees may for any of such
purposes close the register or transfer books for all or any part of such
period.
ARTICLE XII: Amendments to the Bylaws
12.1. General. These Bylaws may be amended or repealed, in whole or
in part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.
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