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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form
Please print or type.
1. Name and address of issuer: MML Series Investment Fund
1295 State Street
Springfield, MA 01111-0001
2. Name of each series or class of funds for which this notice is filed:
MML Equity Fund
MML Money Market Fund
MML Managed Bond Fund
MML Blend Fund
3. Investment Company Act File Number: 811-2224
Securities Act File Number: 2-39334
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration.
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NOT APPLICABLE
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
NOT APPLICABLE
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year.
Number of Shares: 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number of Shares: 0
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 1,951,178.396
Aggregate Sales Price: $5,864,090.87
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 1,951,178.396
Aggregate Sales Price: $5,864,090.87
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(See Instruction B.7):
Number of Shares: 0
Aggregate Sales Price: 0
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule
24f-2 (from Item 10): $5,864,090.87
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 6,836,662.29
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on
rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): (972,571.42)
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)] 0
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
SIGNATURE
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By (Signature and Title)* /s/Hamline C. Wilson
Hamline C. Wilson
Vice President and
Chief Financial Officer
Date: February 20, 1997
* Please print the name and title of the signing officer below the signature.
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February 20, 1997
MML Series Investment Fund
1295 State Street
Springfield, Massachusetts 01111
Ladies and Gentlemen:
MML Series Investment Fund, a Massachusetts business trust (the "Trust"), is a
subsidiary of Massachusetts Mutual Life Insurance Company ("MassMutual"). While
Ropes & Gray represents the Trust on certain matters, you have requested that
the undersigned provide a legal opinion in connection with the filing by the
Trust of a Notice pursuant to Rule 24f-2 under the Investment Company Act of
1940 (the "Rule") for the Trust's fiscal year ended December 31, 1996.
In accordance with the Rule, the Trust has registered an indefinite number of
shares of beneficial interest, $.01 par value per share, under the Securities
Act of 1933, as amended. In accordance with the no-action letter dated June 20,
1995 from the Office of Insurance Products, Division of Investment Management of
the Securities and Exchange Commission, the Trust has calculated registration
fees pursuant to the Rule based on all of its sales and redemptions of
securities during the fiscal year ended December 31, 1996, except sales to and
redemptions from insurance company separate accounts that issued securities on
which registration fees were paid to the Commission pursuant to Section 6(b) of
the Securities Act of 1933 as amended. The purpose of the Notice is to make
definite the registration of 1,951,178.396 shares the ("Shares").
I am Vice President and Associate General Counsel of MassMutual. As such, I am
familiar with the action taken by the Trustees of the Trust to authorize the
issuance of the Shares. I have examined the Trust's records of Trustee and
shareholder action, its Agreement and Declaration of Trust (the "Declaration of
Trust"), and its By-laws. I have also examined such other documents as I have
deemed necessary for the purpose of this opinion.
I have assumed that appropriate action has been taken to register or qualify the
sale of the Shares under any applicable state laws regulating offerings and
sales of securities. I have also assumed that, upon sale of the Shares, the
Trust received the authorized consideration therefor.
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MML Series Investment Fund
February 20, 1997
Page 2
Based on the foregoing, I am of the opinion that the Shares were validly issued,
fully paid and, except as set forth in the next paragraph, non-assessable by the
Trust.
The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust or any
series of the Trust (a "Series"). However, the Declaration of Trust (i)
provides that all persons extending credit to, contracting with or having any
claim against the Trust or any Series shall look only to the assets of the Trust
or the assets of that particular Series for payment under such credit, contract
or claim and that the shareholders shall not be liable therefor, and (ii)
requires that notice of such disclaimer of shareholder liability be given in
every note, bond, contract, instrument, writing, certificate or undertaking made
or issued by the Trustees or by any officers or officer. The Declaration of
Trust provides that if any shareholder is charged or held personally liable
solely by reason of being or having been a shareholder, the shareholder shall be
entitled to be held harmless from and indemnified against all loss and expense
arising from such liability, but only out of the assets of the particular Series
of which he or she is or was a shareholder. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the relevant Series would be unable to meet its
obligations.
I consent to the filing of this opinion as an exhibit to the Notice that the
Trust will file with the Securities and Exchange Commission pursuant to the
Rule. This opinion is rendered to you in connection with that Notice and is
solely for your benefit. This opinion may not be relied upon by any other
person, firm or other entity for any purpose, without my prior written consent.
Very truly yours,
/s/ Stephen L. Kuhn
Stephen L. Kuhn
Vice President and
Associate General Counsel
