MML SERIES INVESTMENT FUND, 497, 1998-06-05

MML SERIES INVESTMENT FUND
497, 1998-06-05

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Filed Pursuant
to Rule 497(c)

PROSPECTUS

Dated June 1, 1998

MML SMALL CAP VALUE EQUITY FUND
1295 State Street
Springfield, Massachusetts
(413) 744-8480

MML Series Investment Fund ("MML Trust") is a no-load, open-end, management
investment company having separate investment portfolios, each of which has
different investment objectives and is designed to meet different investment
needs. This Prospectus relates only to one such portfolio, MML Small Cap Value
Equity Fund (the "Fund"). The Fund's investment objective is to achieve
long-term growth of capital and income by investing primarily in a diversified
portfolio of equity securities of smaller companies. For further information
about the Fund's investment objective and policies, see "Investment Objective"
on page 3. There is no assurance that the investment objective of the Fund will
be realized.

This Prospectus sets forth concisely the information about MML Trust and the
Fund that a prospective investor ought to know before investing. Certain
additional information about MML Trust and the Fund is contained in a Statement
of Additional Information dated June 1, 1998, as amended from time to time,
which has been filed with the Securities and Exchange Commission and is
incorporated by reference. This additional information is available upon request
and without charge. To obtain such information, please contact the Secretary,
MML Series Investment Fund, 1295 State Street, Springfield, Massachusetts 01111.

This Prospectus may only be used to offer or sell shares of the Fund described
in this Prospectus. Please read this Prospectus carefully and retain it for
future reference for information about MML Trust and the Fund.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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Table of Contents

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Page
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General Information ................................................... 3
Investment Objective .................................................. 3
Investment Practices and Related Risks ................................ 3
Investment Managers ................................................... 5
Capital Shares ........................................................ 6
Net Asset Value ....................................................... 7
Sale and Redemption of Shares ......................................... 7
Tax Status ............................................................ 7
Dividends and Capital Gains Distributions ............................. 8
Investment Performance ................................................ 8
Composite Performance of Similarly Managed Accounts.................... 8
Management of MML Trust ............................................... 9
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I. General Information

MML Series Investment Fund ("MML Trust") is a no-load, open-end, management
investment company having separate investment portfolios, each of which has its
own investment objectives and policies and is designed to meet different
investment needs. This Prospectus provides information regarding MML Small Cap
Value Equity Fund (the "Fund"), a diversified investment portfolio of MML Trust.

MML Trust was organized as a business trust under the laws of The Commonwealth
of Massachusetts pursuant to an Agreement and Declaration of Trust dated
December 19, 1984, as amended from time to time (the "Declaration of Trust").
MML Trust was established by Massachusetts Mutual Life Insurance Company
("MassMutual") for the purpose of providing a vehicle for the investment of
assets of various separate investment accounts established by MassMutual and its
life insurance company subsidiaries, including MML Bay State Life Insurance
Company. Shares of the Fund are offered solely to separate investment accounts
established by MassMutual and its life insurance company subsidiaries.

MassMutual is responsible for providing all investment advisory, management and
administrative services needed by the Fund pursuant to an investment management
agreement. MassMutual has entered into an investment sub-advisory agreement
pursuant to which David L. Babson and Company Incorporated ("Babson") manages
the investment of the assets of the Fund. Both MassMutual and Babson are
registered with the Securities and Exchange Commission (the "SEC") as investment
advisers (MassMutual and Babson are referred to hereinafter collectively as
the "Advisers"). For further information, see "Investment Managers."

II. Investment Objective

The investment objective of the Fund discussed below is a fundamental policy and
may not be changed without the vote of a majority of the Fund's outstanding
voting shares (as used in this Prospectus, a majority of the outstanding voting
shares of the Fund means the lesser of (1) 67% of the Fund's outstanding shares
present at a meeting of the shareholders if more than 50% of the outstanding
shares are present in person or by proxy, or (2) more than 50% of the Fund's
outstanding shares). There is no assurance that the investment objective of the
Fund will be realized. The success of this objective depends to a great extent
upon management's ability to assess changes in business and economic conditions.
For further information about investment policies and techniques, see
"Investment Practices and Related Risks."

The investment objective of the Fund is to achieve long-term growth of capital
and income by investing primarily in a diversified portfolio of equity
securities of smaller companies.

The Fund invests primarily in common stocks, securities convertible into common
stocks and other equity securities (such as warrants and stock rights) which are
issued by companies with a market capitalization, at the time of purchase, of
$750 million or less and which are listed on a national securities exchange or
traded in the over-the-counter market. Mass Mutual is the Fund's investment
adviser and its investment sub-abviser is Babson.

The Fund utilizes a value-oriented strategy in making investment decisions. As
such, investments are made in securities of companies that, in the opinion of
Babson, are of high quality or possess a unique product, market position or
operating characteristics which result in above-average levels of profitability
or superior growth potential and are attractively valued in the marketplace.
Traditional fundamental research techniques are employed to determine investment
quality and growth potential, emphasizing each issuer's historic financial
performance, balance sheet strength, management capability and competitive
position. Valuation parameters are examined to determine the attractiveness of
individual securities. On average, the Fund's holdings will have price/earnings
ratios and price/book value ratios below those of the S&P 500 Composite Stock
Price Index (the "S&P 500 Stock Index"). Consideration also is given to
securities of companies whose current prices do not adequately reflect, in the
opinion of Babson, the ongoing business value of the enterprise.

The Fund's current non-fundamental policy is that, under normal circumstances,
at least 65% of the value of its total assets will be invested (determined at
the time the Fund invests its assets) in equity securities which are issued by
companies with market capitalization, at the time of purchase, of $750 million
or less. The Fund is not, however, required to sell portfolio securities as a
result of an issuer's market capitalization increasing above $750 million.
Consequently, during periods of equity market strength a substantial portion of
the Fund's portfolio may consist of securities issued by companies with a market
capitalization in excess of $750 million. The Fund may purchase securities with
above-average volatility relative to indices like the S&P 500 Stock Index. While
such volatility frequently may involve the opportunity for greater gain, it also
generally involves greater risk of loss and, as a result, the Fund's shares are
suitable only for those investors who are in a financial position to assume such
risk.

III. Investment Practices and Related Risks

The Fund may invest in a wide range of investments and engage in various
investment-related transactions and practices. These practices are pursuant to
non-fundamental policies and therefore may be changed by the Board of Trustees
of MML Trust without the consent of shareholders. Some of the more significant
practices are discussed below.

A. GENERAL

The Fund's net asset value per share should be expected to fluctuate. Investors
should consider the Fund as a part of an overall investment program and should
invest only if they are willing to assume the risks involved. See the Statement
of Additional Information for a further discussion of certain risks.

B. REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS

The Fund may engage in repurchase agreements and reverse repurchase agreements.
A repurchase agreement is a contract pursuant to which the Fund agrees to
purchase a security and

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simultaneously agrees to resell it at an agreed-upon price at a stated time,
thereby determining the yield during the Fund's holding period. A reverse
repurchase agreement is a contract pursuant to which the Fund agrees to sell a
security and simultaneously agrees to repurchase it at an agreed-upon price at a
stated time. For a more detailed description of repurchase agreements and
reverse repurchase agreements and related risks, see the Statement of Additional
Information.

C. SECURITIES LENDING

The Fund may seek additional income by making loans of portfolio securities of
not more than 33% of its total assets taken at current value. Although lending
portfolio securities may involve the risk of delay in recovery of the securities
loaned or possible loss of rights in the collateral should the borrower fail
financially, loans will be made only to borrowers deemed by the Advisers to be
of good standing.

D. HEDGING INSTRUMENTS AND DERIVATIVES

The Fund may buy or sell forward contracts and other similar instruments and may
engage in foreign currency transactions (collectively referred to as "hedging
instruments" or "derivatives"), as more fully discussed in the Statement of
Additional Information. Derivatives normally are used by a portfolio manager to:
(a) protect against possible declines in the market value of the Fund's
portfolio resulting from downward trends in the relevant securities markets; (b)
protect the Fund's unrealized gains or limit its unrealized losses; and (c)
manage the Fund's exposure to changing security prices. Derivatives also may be
used to establish a position in the debt or equity securities markets as a
temporary substitute for purchasing or selling particular debt or equity
securities and to manage the effective maturity or duration of fixed income
securities in the Fund's portfolio.

The Fund may purchase or sell securities on a "when issued" or delayed delivery
basis or may purchase or sell securities on a forward commitment basis ("forward
contracts"). When such transactions are negotiated, the price is fixed at the
time of commitment, but delivery and payment for the securities can take place a
month or more after the commitment date. The securities so purchased or sold are
subject to market fluctuations and no interest accrues to the purchaser during
this period. While the Fund also may enter into forward contracts with the
initial intention of acquiring securities for its portfolio, it may dispose of a
commitment prior to settlement if Babson deems it appropriate to do so.

Certain limitations apply to the use of forward contracts by the Fund. For
example, the Fund will not enter into a forward contract if as a result more
than 25% of its total assets would be held in a segregated account covering such
contracts. For more information about forward contracts and currency
transactions and the extent to which tax considerations may limit the Fund's use
of such instruments, see the Statement of Additional Information.

There can be no assurance that the use of hedging instruments and derivatives by
the Fund will assist it in achieving its investment objective. Risks inherent in
the use of these instruments include: (a) the risk that interest rates and
securities prices will not move in the direction anticipated; (b) the imperfect
correlation between the prices of a forward contract and the price of the
securities being hedged; and (c) the fact that skills needed to use these
strategies are different from those needed to select portfolio securities. As to
forward contracts, the risk exists that the counterparty to the transaction will
be incapable of meeting its commitment, in which case the desired hedging
protection may not be obtained and the Fund may be exposed to risk of loss.

E. RESTRICTED AND ILLIQUID SECURITIES

The Fund does not currently expect to invest in restricted or illiquid
securities. The Fund may, however, invest not more than 15% of its net assets in
illiquid securities. These policies do not limit the purchase of securities
eligible for resale to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, provided that such securities are
determined to be liquid by the Board of Trustees, or by the Advisers pursuant to
Board-approved guidelines. If there is a lack of trading interest in particular
Rule 144A securities, the Fund's holdings of those securities may be illiquid,
resulting in the possibility of undesirable delays in selling these securities
at prices representing fair value.

F. FOREIGN SECURITIES

Investments in foreign securities offer potential benefits not available from
investing solely in securities of domestic issuers, such as the opportunity to
invest in foreign issuers that appear to offer growth potential, or to invest in
foreign countries with economic policies or business cycles different from those
of the United States or foreign stock markets that do not move in a manner
parallel to U.S. markets, thereby diversifying risks of fluctuations in
portfolio value.

Investments in foreign securities entail certain risks, such as the possibility
of one or more of the following: imposition of dividend or interest withholding
or confiscatory taxes; currency blockages or transfer restrictions;
expropriation, nationalization, military coups or other adverse political or
economic developments; less government supervision and

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regulation of securities exchanges, brokers and listed companies; and the
difficulty of enforcing obligations in other countries. Certain markets may
require payment for securities before delivery. The Fund's ability and decisions
to purchase and sell portfolio securities may be affected by laws or regulations
relating to the convertibility of currencies and repatriation of assets.
Further, it may be more difficult for the Fund's agents to keep currently
informed about corporate actions which may affect the prices of portfolio
securities. Communications between the United States and foreign countries may
be less reliable than within the United States, thus increasing the risk of
delayed settlements of portfolio transactions or loss of certificates for
portfolio securities.

G. PORTFOLIO MANAGEMENT

Babson may use trading as a means of managing the portfolio of the Fund in
seeking to achieve its investment objective. Transactions will occur when Babson
believes that the trade, net of transaction costs, will improve income or
capital appreciation potential, or will lessen capital loss potential. Whether
the goals discussed above will be achieved through trading depends on Babson's
ability to evaluate particular securities and anticipate relevant market
factors, including interest rate trends and variations from such trends. If such
evaluations and expectations prove to be incorrect, the Fund's income or capital
appreciation may be reduced and its capital losses may be increased. In
addition, high turnover in the Fund could result in additional brokerage
commissions to be paid by the Fund.

The Fund may pay brokerage commissions to Advest, Inc. ("Advest") and Jefferies
& Co., Inc. ("Jefferies"). Jefferies and Advest are each wholly-owned
subsidiaries of companies for which one Trustee serves as a director.

H. CASH POSITIONS

The Fund may hold cash or cash equivalents to provide for expenses and
anticipated redemption payments and so that an orderly investment program may be
carried out in accordance with the Fund's investment policies. To provide
liquidity or for temporary defensive purposes, the Fund may invest in investment
grade debt securities, government obligations, or money market instruments.

I. INDUSTRY DIVERSIFICATION

As a general rule, the Fund will not acquire securities of issuers in any one
industry (as determined by the Board of Trustees) if as a result more than 25%
of the value of the total assets of the Fund would be invested in such industry,
except that there is no limitation for U.S. Government Securities.

J. CERTAIN DEBT SECURITIES

While the Fund may invest in investment grade debt securities that are rated in
the fourth highest rating category by at least one NRSRO (e.g., Baa3 by Moody's
Investors Service, Inc.) or, if unrated, are judged by Babson to be of
equivalent quality, such securities have speculative characteristics, are
subject to greater credit risk, and may be subject to greater market risk than
higher rated investment grade securities.

K. FUNDAMENTAL INVESTMENT RESTRICTIONS

For a description of fundamental investment restrictions of the Fund which may
not be changed without the affirmative vote of a majority of the outstanding
voting shares of the Fund, reference should be made to the Statement of
Additional Information.

IV. Investment Managers

MassMutual serves as investment manager of the Fund pursuant to an investment
management agreement executed by MassMutual and MML Trust, on behalf of the Fund
(the "Management Agreement"). MassMutual also acts as the Fund's transfer agent
and the dividend paying agent. MassMutual is a mutual life insurance company
organized in 1851 under the laws of The Commonwealth of Massachusetts.
MassMutual provides, directly or through its subsidiaries, a wide range of life
insurance, annuity and disability products, pension and pension-related
products, as well as investment services to individuals, corporations,
investment companies and other institutions. As of December 31, 1997,
MassMutual, together with its subsidiaries, had consolidated assets in excess of
$61 billion and consolidated assets under management in excess of $152
billion.

Under the Management Agreement, MassMutual is authorized to engage in portfolio
transactions on behalf of the Fund, subject to such general or specific
instructions as may be given by the Board of Trustees. The Management Agreement
provides that MassMutual will perform all administrative functions relating to
the Fund and will bear all expenses of the Fund except: (1) taxes and corporate
fees payable to government agencies; (2) brokerage commissions (which may be
higher than other brokers charge if paid to a broker which provides brokerage
and research services to the Advisers for use in providing investment advice
and management to the Fund and other accounts over which the Advisers exercise
investment discretion) and other capital items payable in connection with the
purchase or sale of Fund investments; (3) interest on account of any borrowings
by the Fund; (4) fees and expenses of Trustees of MML Trust who are not
interested persons, as defined in the Investment Company Act of 1940, as amended
(the " 1940 Act"), of the Advisers or MML Trust; (5) fees and expenses of MML
Trust's Advisory Board Members and (6) fees of the Fund's certified independent
public accountants.

For providing the services and bearing the expenses described above, MassMutual
is paid a quarterly fee at the annual rate of .65% of the first $100 million of
the average daily net asset value of the Fund, .60% of the next $200 million,
.55% of the next $200 million and .50% of any excess over $500 million.
MassMutual has unilaterally

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agreed to bear expenses of the Fund (other than the management fee, interest,
taxes, brokerage commissions and extraordinary expenses) in excess of .11% of
average daily net asset value through April 30, 1999.

The Management Agreement automatically terminates: (1) unless its continuance is
specifically approved at least annually, by the affirmative vote of a majority
of the Board of Trustees, which affirmative vote shall include a majority of the
members of the Board who are not interested persons (as defined in the 1940 Act)
of MassMutual or of MML Trust; or (2) upon its assignment. Under the terms of
the Management Agreement, the Fund recognizes MassMutual's control of the
initials " MML" and the Fund agrees that its right to use these initials is non-
exclusive and can be terminated by MassMutual at any time. Under the Management
Agreement, MassMutual's liability regarding its investment management
obligations and duties is limited to situations involving its willful
misfeasance, bad faith, gross negligence or reckless disregard of such
obligations and duties.

MassMutual has entered into an investment sub-advisory agreement (the "Sub-
Advisory Agreement") whereby Babson manages the investment of the assets of the
Fund. Babson is a registered investment adviser that has been providing
investment counseling to institutions and individuals for over 50 years. As of
December 31, 1997, Babson had over $18 billion of assets under management.
Babson is a wholly-owned subsidiary of DLB Acquisition Corporation, a controlled
subsidiary of MassMutual.

Pursuant to the Sub-Advisory Agreement, MassMutual pays Babson a quarterly fee
equal to an annual rate of .25% of the average daily net asset value of the Fund
as of the close of each business day for the investment advisory services Babson
provides with respect to the Fund. The Sub-Advisory Agreement automatically
terminates upon the termination of the Management Agreement.

The Fund's portfolio is managed by George M. Ulrich, Senior Vice President of
Babson. Mr. Ulrich has been associated with Babson since 1996, Concert Capital
Management, Inc. (as a Senior Vice President) from 1993 through 1996 and with
MassMutual from 1983 to 1993.

Securities held by the Fund may also be held by investment companies and other
clients for which Babson acts as investment adviser. If the same security is
purchased or sold for the Fund and such investment companies or clients at the
same time, such purchases or sales normally will be combined, to the extent
practicable, and will be allocated as nearly as practicable on a pro rata basis
in proportion to the amounts to be purchased or sold for each. In determining
the amounts to be purchased or sold, the main factors to be considered will be
the investment objectives of the respective portfolios, the relative size of
portfolio holdings of the same or comparable security, availability of cash for
investment by the various portfolios and the size of their respective investment
commitments. It is believed that the ability of the Fund to participate in
larger volume transactions will, in most cases, produce better execution for the
Fund. In some cases, however, this procedure could have a detrimental effect on
the price and amount of a security available to the Fund or the price at which a
security may be sold. It is the opinion of MML Trust's management that such
execution advantage and the desirability of retaining Babson as investment
sub-adviser of the Fund outweigh the disadvantages, if any, which might result
from this procedure.

V. Capital Shares

MML Trust is a "series" company. To date, shares of six separate series (i.e.,
investment portfolios) have been authorized, one of which constitutes the
interests in the Fund described in this Prospectus. Under MML Trust's
Declaration of Trust, however, the Board of Trustees is authorized to create new
series without the necessity of a vote of shareholders of MML Trust. Each share
of a particular series represents an equal proportionate interest in that series
with each other share of the same series, none having priority or preference
over another. Each series shall be preferred over all other series in respect of
the assets allocated to that series. Each share of a particular series is
entitled to a pro rata share of any distributions declared by that series and,
in the event of liquidation, a pro rata share of the net assets of that series
remaining after satisfaction of outstanding liabilities. When issued, shares are
fully paid and nonassessable and have no preemptive, conversion or subscription
rights.

MML Trust is not required to hold annual meetings of shareholders. Special
meetings may be called for purposes such as electing Trustees, voting on
management agreements, and with respect to such additional matters relating to
MML Trust as may be required by MML Trust's Declaration of Trust and the 1940
Act. Shareholders holding 10% of the shares of MML Trust may call a meeting to
be held to consider removal of Trustees. On any matter submitted to
shareholders, shares of each series entitle their holder to one vote per share
(with proportionate voting for fractional shares), irrespective of the relative
net asset values of the series' shares. On any matters submitted to a vote of
shareholders, all shares of MML Trust then entitled to vote shall be voted by
individual series, except that (i) when required by the 1940 Act, shares shall
be voted in the aggregate and not by individual series, and (ii) when the
Trustees have determined that any matter affects only the interests of one or
more series, then only shareholders of such series shall be entitled to vote
thereon. Shareholder inquiries should be made by contacting the Secretary, MML
Series Investment Fund, 1295 State Street, Springfield, Massachusetts 01111.

The assets of certain variable annuity and variable life insurance separate
accounts for which MassMutual or an affiliate is the depositor are or will be
invested in shares of the Fund. Because these separate accounts are invested in
the same underlying Fund it is possible that material conflicts could arise
between owners of the variable life insurance contracts and owners of the
variable annuity contracts. Possible conflicts could arise if (i) state
insurance regulators should disapprove or require changes in investment
policies,

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investment advisers or principal underwriters or if the depositor should be
permitted to act contrary to actions approved by holders of the variable life or
variable annuity contracts under rules of the SEC, (ii) adverse tax treatment of
the variable life or variable annuity contracts would result from utilizing the
same underlying Fund, (iii) different investment strategies would be more
suitable for the variable annuity contracts than the variable life contracts, or
(iv) state insurance laws or regulations or other applicable laws would prohibit
the funding of both variable life and variable annuity separate accounts by the
Fund.

The Board of Trustees follows monitoring procedures which have been developed to
determine whether material conflicts have arisen and what action, if any, should
be taken in the event of such conflicts. If a material irreconcilable conflict
should arise between owners of the variable life insurance contracts and owners
of the variable annuity contracts, one or the other group of owners may have to
terminate its participation in the Fund. More information regarding possible
conflicts between variable annuity and variable life insurance contracts is
contained in the prospectuses for those contracts.

Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of MML Trust. However, MML Trust's
Declaration of Trust disclaims liability of the shareholders, Trustees of MML
Trust, or officers of MML Trust for acts or obligations of MML Trust, which are
binding only on the assets and property of MML Trust, and requires that notice
of such disclaimer be given in each agreement, obligation, or instrument entered
into or executed by MML Trust or Trustees of MML Trust. MML Trust's Declaration
of Trust provides for indemnification out of MML Trust property for all loss and
expense of any shareholder held personally liable for the obligations of MML
Trust. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is considered remote since it is limited to circumstances
in which the disclaimer is inoperative and MML Trust itself would be unable to
meet its obligations.

VI. Net Asset Value

The net asset value of the Fund's shares is determined once daily as of the
normal close of trading on the New York Stock Exchange (presently 4:00 p.m.) on
each day on which the Exchange is open for trading.

Generally, the Fund values portfolio securities on the basis of market value.
For example, equity securities, including those traded on national securities
exchanges or the NASDAQ National Market System, are valued by one or more
pricing services, as authorized by the Board of Trustees. Normally, the values
are based upon the last reported sale price of the security. Debt obligations
with less than one year but more than sixty days to maturity are valued on the
basis of their market value, and debt obligations having a maturity of sixty
days or less are generally valued at amortized cost when the Board of Trustees
believes that amortized cost approximates market value. If acquired, preferred
stocks will be valued on the basis of their market value if market quotations
are readily available. Futures contracts are valued based on market prices
unless such prices do not reflect the fair value of the contract, in which case
they will be valued by or under the direction of the Board of Trustees. In all
other cases, assets (including restricted securities) will be valued at fair
value as determined in good faith by the Board of Trustees, although the actual
calculations may be made by persons acting pursuant to the direction of the
Board of Trustees.

VII. Sale and Redemption of Shares

The shares of the Fund are sold at their net asset value as next computed after
receipt of the purchase order, without the addition of any selling commission or
"sales load."

The Fund redeems its shares at their net asset value as next computed after
receipt of the request for redemption. The redemption price for shares of the
Fund may be more or less than the shareholder's cost. The redemption price may
be paid in cash or wholly or partly in kind if MML Trust's Board of Trustees
determine that such payment is advisable in the interest of the remaining
shareholders. In making such payment wholly or partly in kind, the Fund will, as
far as may be practicable, deliver securities or property which approximate the
diversification of its entire assets at the time. No fee is charged on
redemption.

Redemption payments will be made within seven days after receipt of the written
request therefor by MML Trust, except that the right of redemption may be
suspended or payments postponed when permitted by applicable law and
regulations.

VIII. Tax Status

It is the policy of the Fund to comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies. As a result, the Fund
will not be subject to federal income tax on any net income or any capital gains
to the extent they are distributed or are deemed to have been distributed to
shareholders.

Regulations issued under Internal Revenue Code Section 817(h) require the Fund
to be adequately diversified in order for a variable annuity and variable life
insurance contract funded by the Fund to receive favorable tax treatment as an
annuity or a life insurance contract. Among other requirements, the regulations
limit the Fund's investment in a single issuer to 55% of its assets; while this
requirement applies to U.S. Government securities, each government agency or
instrumentality is treated for this purpose as a separate issuer. The Fund
intends to comply with these diversification requirements. For further
information, see the Statement of Additional Information.

Tax consequences to investors in the separate investment accounts which are
invested in the Fund are described in the prospectuses for such accounts.

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IX. Dividends and Capital Gains Distributions

The Fund intends to declare capital gain and ordinary income dividends and to
distribute such dividends in a manner designed to avoid a 4% excise tax on
undistributed regulated investment company income imposed by the Tax Reform Act
of 1986. Distributions, if any, are declared and paid annually. Distributions
may be taken either in cash or in additional shares of the Fund at net asset
value on the first business day after the record date for the distribution, at
the option of the shareholder.

X. Investment Performance

The Fund may from time to time advertise certain investment performance figures.
These figures are based on historical returns and are not intended to indicate
future performance.

The Fund may advertise its total return and its holding period return for
various periods of time. Total return is calculated by determining, over a
period of time which will be stated in the advertisement, the average annual
compounded rate of return that an investment in the Fund earned over that
period, assuming reinvestment of all distributions. Holding period return refers
to the percentage change in the value of an investment in the Fund over a period
of time (which period will be stated in the advertisement), assuming
reinvestment of all distributions. Total return differs from holding period
return principally in that total return is an average annual figure while
holding period return is an aggregate figure for the entire period. This
performance information for the Fund may also be compared to a market index.

The Fund may also quote yield. The yield for the Fund refers to the net
investment income earned by the Fund over a 30-day period (which period will be
stated in the advertisement). This income is then assumed to be earned for a
full year and to be reinvested each month for six months. The resulting
semi-annual yield is doubled.

These investment performance figures may be of limited use for comparative
purposes because they do not reflect charges imposed by the separate investment
accounts invested in the Fund which, if included, would decrease the performance
figures. For more information about calculation of the investment performance of
the Fund, see the Fund's Statement of Additional Information.

XI. Composite Performance of Similarly Managed Accounts

Babson also serves as the investment manager of other accounts that have
investment objectives, policies and strategies that are substantially similar to
those of the Fund (collectively, the "Small Cap Value Accounts"). The
performance information shown below is based on a composite of the Small Cap
Value Accounts and has been adjusted to give effect to the estimate fees and
expenses (without giving effect to any expense waivers or reimbursements) of the
Fund during its first year of operation. The performance information shown below
has not been adjusted to give effect to charges imposed by the separate
investment accounts that invest in the Fund, which, if included, would decrease
the performance figures shown. The performance of the Small Cap Value Accounts
composite has been calculated in accordance with standards established by the
Association for Investment Management and Research. The performance represents
total return, which includes capital appreciation and income. During the entire
ten year period ended December 31, 1997, George M. Ulrich, the individual
responsible for the day-to-day portfolio management of the Fund, has been the
portfolio manager of the Small Cap Value Accounts. The following table also
shows the average annual total return of the Russell 2000 Index for the same
periods. The Russell 2000 Index is an unmanaged index that does not incur
expenses and can not be purchased directly by investors.

THE QUOTED PERFORMANCE DATA BELOW DOES NOT REPRESENT THE HISTORICAL PERFORMANCE
OF THE FUND AND SHOULD NOT BE INTERPRETED AS BEING INDICATIVE OF THE FUTURE
PERFORMANCE OF THE FUND. Unlike the Fund, the Small Cap Value Accounts include
accounts that were not registered under the 1940 Act and therefore were not
subject to certain investment restrictions imposed by the 1940 Act. In addition,
the Small Cap Value Accounts include accounts that were not subject to
Subchapter M of the Internal Revenue Code (the "Code"), which imposes certain
limitations on the investment operations of the Fund. If the Small Cap Value
Accounts had all been registered under the 1940 Act, and subject to Subchapter M
of the Code, their performance might have been adversely affected. The Fund's
expenses, timing of purchase and sales of portfolio securities, availability of
cash flows, and brokerage commissions are all additional reasons that the
performance results of the Fund may vary from that of the Small Cap Value
Accounts.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
One-Year Period Three-Year Period Five-Year Period Ten-Year Period
Ended Ended Ended Ended
December 31, 1997 December 31, 1997 December 31, 1997 December 31, 1997
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Small Cap Value Accounts 36.37% 26.03% 16.76% 16.95%
- -----------------------------------------------------------------------------------------------------------------
Russell 2000 index 22.36% 22.34% 16.40% 15.76%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

XII. Management of MML Trust

The affairs of MML Trust are generally supervised by its Board of Trustees and
officers. As stated previously, MassMutual acts as investment manager of the
Fund and Babson is the sub-adviser to the Fund. In those capacities MassMutual
and Babson are part of the management of MML Trust. For more information
concerning the management of MML Trust, reference should be made to the
Statement of Additional Information.

The name MML Series Investment Fund is the designation of Trustees of MML Series
Investment Fund under an Agreement and Declaration of Trust dated December 19,
1984, as amended from time to time. The obligations of MML Series Investment
Fund are not personally binding upon, nor shall resort be had to the property
of, any Trustees of MML Series Investment Fund, shareholders, officers,
employees or agents of MML Series Investment Fund, but only the property of the
relevant series of MML Series Investment Fund shall be bound.

8
<PAGE>

MML SMALL CAP VALUE EQUITY FUND

1295 State Street
Springfield, Massachusetts 01111

---------------------

INVESTMENT MANAGER

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111

INVESTMENT SUB-ADVISER

DAVID L. BABSON AND COMPANY
INCORPORATED
One Memorial Drive
Cambridge, Massachusetts 02142

INDEPENDENT ACCOUNTANTS

COOPERS & LYBRAND L.L.P.
2300 BayBank Tower
1500 Main Street
Springfield, Massachusetts 01101

CUSTODIAN

CITIBANK, N.A.
111 Wall Street
New York, New York 10005

---------------------

For Use With:
. Massachusetts Mutual Variable Annuity Funds 1 and 2
. MML Bay State Variable Life Separate Accounts I, II, III, IV and V
. MML Bay State Variable Annuity Separate Account 1
. Massachusetts Mutual Variable Life Separate Accounts I and II
. Massachusetts Mutual Variable Annuity Separate Accounts 1, 2 and 3
. Massachusetts Mutual Separate Account C
. C.M. Life Variable Life Separate Account I

This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made. No person is authorized to make any
representations in connection with this offering other than those contained in
this Prospectus.

9
<PAGE>

Filed Pursuant
to Rule 497(c)

MML SMALL CAP VALUE EQUITY FUND

STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE PROSPECTUS OF MML SMALL CAP VALUE EQUITY FUND DATED JUNE
1, 1998, AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS"). THE PROSPECTUS MAY BE
OBTAINED FROM THE SECRETARY, MML SERIES INVESTMENT FUND, 1295 STATE STREET,
SPRINGFIELD, MASSACHUSETTS 01111.

DATED JUNE 1, 1998
<PAGE>

TABLE OF CONTENTS

PAGE

GENERAL INFORMATION .................................................. 3
ADDITIONAL INVESTMENT POLICIES ....................................... 3
FUNDAMENTAL INVESTMENT RESTRICTIONS .................................. 8
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS .............................. 9
MANAGEMENT OF MML TRUST .............................................. 9
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES .................. 14
INVESTMENT MANAGEMENT AND OTHER SERVICES ............................. 14
BROKERAGE ALLOCATION ................................................. 15
CAPITAL SHARES ....................................................... 16
PURCHASE, REDEMPTION AND PRICING OF
SECURITIES BEING OFFERED ........................................... 17
TAX STATUS ........................................................... 17
CERTAIN TAX AND ACCOUNTING INFORMATION ............................... 18
INVESTMENT PERFORMANCE ............................................... 19
COUNSEL .............................................................. 19
APPENDIX - SECURITIES RATINGS ........................................ A-1

2
<PAGE>

I. GENERAL INFORMATION

MML Series Investment Fund ("MML Trust") is a no-load, open-end, management
investment company having separate investment portfolios, each of which has its
own investment objectives and policies and is designed to meet different
investment needs. This Statement of Additional Information provides information
regarding MML Small Cap Value Equity Fund (the "Fund"), a diversified investment
portfolio of MML Trust.

MML Trust was organized as a business trust under the laws of The Commonwealth
of Massachusetts pursuant to an Agreement and Declaration of Trust dated
December 19, 1984, as amended from time to time (the "Declaration of Trust").
MML Trust was established by Massachusetts Mutual Life Insurance Company
("MassMutual") for the purpose of providing a vehicle for the investment of
assets of various separate investment accounts established by MassMutual and its
life insurance company subsidiaries, including MML Bay State Life Insurance
Company ("MML Bay State"). Shares of the Fund are offered solely to separate
investment accounts established by MassMutual and its life insurance company
subsidiaries.

II. ADDITIONAL INVESTMENT POLICIES

The Fund has a distinct investment objective which it pursues through its
investment policies, as described in the Prospectus and below. The investment
objective, fundamental investment policies and fundamental investment
restrictions of the Fund may not be changed without the vote of a majority of
the Fund's outstanding shares (which, under the Investment Company Act of 1940
(the "1940 Act") and the rules thereunder and as used in this Statement of
Additional Information and in the Prospectus, means the lesser of (1) 67% of
the shares of the Fund present at a meeting if the holders of more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the outstanding shares of the Fund). The Board of Trustees of
MML Trust may adopt new or amend or delete existing non-fundamental investment
policies and restrictions without shareholder approval.

The following discussion, when applicable, elaborates on the presentation of the
Fund's investment policies contained in the Prospectus. For a description of the
ratings of corporate debt securities and money market instruments in which the
Fund may invest, reference should be made to the Appendix.

WARRANTS AND RIGHTS

The Fund may invest up to 5% of the value of its assets in warrants in an effort
to build a position in the underlying common stocks and, of such 5%, no more
than 2% may be invested in warrants that are not listed on the New York Stock
Exchange or the American Stock Exchange.

A warrant typically gives the holder the right to purchase underlying stock at a
specified price for a designated period of time. Warrants may be a relatively
volatile investment. The holder of a warrant takes the risk that the market
price of the underlying stock may never equal or exceed the exercise price of
the warrant. A warrant will expire without value if it is not exercised or sold
during its exercise period. Rights are similar to warrants, but normally have a
short duration and are distributed directly by the issuer to its shareholders.
Warrants and rights have no voting rights, receive no dividends, and have no
rights to the assets of the issuer.

3
<PAGE>

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

In a repurchase agreement transaction, the Fund acquires a security from, and
simultaneously resells it to, an approved vendor (a U.S. commercial bank or the
U.S. branch of a foreign bank, or a broker-dealer which has been designated a
primary dealer in government securities and which must meet the credit
requirements set by MML Trust's Board of Trustees from time to time) for
delivery on an agreed-upon future date. The resale price exceeds the purchase
price by an amount that reflects an agreed-upon interest rate effective for the
period during which the repurchase agreement is in effect. The majority of these
agreements run from day to day, and delivery pursuant to the resale agreement
typically will occur within one to five days of the purchase. Repurchase
agreements are considered "loans" under the 1940 Act, collateralized by the
underlying security. The Fund's repurchase agreements will require that at all
times while a repurchase agreement is in effect, the value of the collateral
must equal or exceed the repurchase price to fully collateralize the loan.
Additionally, the Fund's Advisers will impose creditworthiness requirements to
confirm that the vendor is financially sound and will continuously monitor the
collateral's value. However, if the seller defaults, the Fund could realize a
loss on the sale of the underlying security. In addition, if the seller should
be involved in bankruptcy or insolvency proceedings, the Fund may incur delay
and costs in selling the underlying security or may suffer a loss of principal
and interest if the Fund is treated as an unsecured creditor and required to
return the underlying securities to the seller's estate.

A reverse repurchase agreement is a contract pursuant to which the Fund agrees
to sell a security and simultaneously agrees to repurchase it at an agreed-upon
price at a stated time. If the Fund engages in reverse repurchase agreements, it
will maintain a segregated account with its custodian containing cash or liquid
securities, having a current market value at all times in an amount sufficient
to repurchase securities pursuant to outstanding reverse repurchase agreements.
Reverse repurchase agreements are borrowings subject to Restriction (2) under
"Fundamental Investment Restrictions."

CERTAIN DEBT SECURITIES

Some U.S. Government Securities are backed by the full faith and credit of the
U.S. Government; others are secured by the right of the issuer to borrow from
the U.S. Treasury; while others are supported only by the credit of the issuing
agency or instrumentality. There can be no assurance that the U.S. Government
will pay interest and principal on securities on which it is not legally
obligated to do so.

The Fund will limit its investments in certificates of deposit and bankers'
acceptances to U.S. dollar denominated obligations of U.S. banks and savings and
loan associations, London branches of U.S. banks ("Eurodollar obligations") and
U.S. branches of foreign banks ("Yankeedollar obligations"). In the case of
foreign banks, the $1 billion deposit requirement will be computed using
exchange rates in effect at the time of the banks' most recently published
financial statements. Eurodollar obligations and Yankeedollar obligations will
not be acquired if as a result more than 25% of the Fund's net assets would be
invested in such obligations. Obligations of foreign banks and of foreign
branches of U.S. banks may be affected by foreign governmental action, including
imposition of currency controls, interest limitations, withholding taxes,
seizure of assets or the declaration of a moratorium or restriction on payments
of principal or interest. Foreign banks and foreign branches of U.S. banks may
provide less public information than, and may not be subject to the same
accounting, auditing and financial recordkeeping standards as, domestic banks.

SECURITIES LENDING

The Fund may seek additional income by making loans of portfolio securities of
not more than 33% of its net assets taken at current market value. Under
applicable regulatory requirements and securities lending agreements (which are
subject to change), the loan collateral must, on each business day, be at least
equal to the value of the loaned securities and must consist of cash (which may
be invested by the Fund in any investment not otherwise prohibited by the
Prospectus or this Statement of Additional Information), bank letters of credit
or securities of the U.S. Government (or its agencies or instrumentalities), or
other cash equivalents in which the Fund is permitted to invest. The terms of
the Fund's loans must also meet certain tests under the Internal Revenue Code
and permit the Fund to reacquire loaned securities on five business days' notice
or in time to vote on any important matter.

4
<PAGE>

RESTRICTED AND ILLIQUID SECURITIES

FOREIGN SECURITIES

The Fund is permitted to invest in foreign securities. The Fund intends to
invest in foreign securities only if: (i) such securities are U.S. denominated;
or (ii) if such securities are not U.S. denominated, the Fund contemporaneously
enters into a foreign currency transaction to hedge the currency risk associated
with the particular foreign security. If the Fund's securities are held abroad,
the countries in which such securities may be held and the sub-custodian holding
them must be approved by the Board of Trustees or its delegate under applicable
rules adopted by the SEC. In buying foreign securities, the Fund may convert
U.S. dollars into foreign currency, but only to effect securities transactions
on foreign securities exchanges and not to hold such currency as an investment.

Investments in foreign securities involve special risks and considerations. As
foreign companies are not generally subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic companies, there may be less publicly available
information about a foreign company than about a domestic company. For example,
foreign markets have different clearance and settlement procedures. Delays in
settlement could result in temporary periods when assets of the Fund are
uninvested. The inability of the Fund to make intended security purchases due to
settlement problems could cause it to miss certain investment opportunities.
They may also entail certain other risks, such as the possibility of one or more
of the following: imposition of dividend or interest withholding or confiscatory
taxes, higher brokerage costs, thinner trading markets, currency blockages or
transfer restrictions, expropriation, nationalization, military coups or other
adverse political or economic developments; less government supervision and
regulation of securities exchanges, brokers and listed companies; and the
difficulty of enforcing obligations in other countries. Purchases of foreign
securities are usually made in foreign currencies and, as a result, the Fund may
incur currency conversion costs and may be affected favorably or unfavorably by
changes in the value of foreign currencies against the U.S. dollar. Further, it
may be more difficult for the Fund's agents to keep currently informed about
corporate actions which may affect the prices of portfolio securities.
Communications between the United States and foreign countries may be less
reliable than within the United States, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio
securities. Certain markets may require payment for securities before delivery.
The Fund's ability and decisions to purchase and sell portfolio securities may
be affected by laws or regulations relating to the convertibility of currencies
and repatriation of assets.

A number of current significant political, demographic and economic developments
may affect investments in foreign securities and in securities of companies with
operations overseas. Such developments include dramatic political changes in
government and economic policies in several Eastern European countries and the
republics composing the former Soviet Union, as well as the unification of the
European Economic Community. The course of any one or more of these events and
the effect on trade barriers, competition and markets for consumer goods and
services are uncertain. Similar considerations are of concern with respect to
developing countries. For example, the possibility of revolution and the
dependence on foreign economic assistance may be greater in these countries than
in developed countries. Management seeks to mitigate the risks associated with
these considerations through diversification and active professional management.

5
<PAGE>

SHORT SALES AGAINST-THE-BOX

Selling short "against-the-box" refers to the sale of securities actually owned
by the seller but held in safekeeping. In such short sales, while the short
position is open, the Fund must own an equal amount of such securities, or by
virtue of ownership of securities have the right, without payment of further
consideration, to obtain an equal amount of securities sold short. Short sales
against-the-box generally produce current recognition of gain (but not loss) for
federal income tax purposes on the constructive sale of securities "in the box"
prior to the time the short position is closed out. The Fund does not currently
intend to engage in short sales against-the-box.

HEDGING INSTRUMENTS AND DERIVATIVES

The Fund currently may use the hedging instruments and derivatives discussed
below. In the future, the Fund may employ hedging instruments and strategies
that are not currently contemplated but which may be developed, to the extent
such investment methods are consistent with the Fund's investment objective,
legally permissible and adequately disclosed.

Forward Contracts - The Fund may purchase or sell securities on a forward
commitment basis ("forward contracts"). When such transactions are negotiated,
the price is fixed at the time of commitment, but delivery and payment for the
securities can take place a month or more after the commitment date. The
securities so purchased or sold are subject to market fluctuations and no
interest accrues to the purchaser during this period. At the time of delivery
the securities may be worth more or less than the purchase or sale price. While
the Fund also may enter into forward contracts with the initial intention of
acquiring securities for its portfolio, it may dispose of a commitment prior to
settlement if Babson deems it appropriate to do so. The Fund may realize short-
term gains or losses upon the sale of forward contracts. If the Fund enters into
a forward contract, it will establish a segregated account with its custodian
consisting of cash or liquid securities, having a current market value equal to
or greater than the aggregate amount of the Fund's commitment under forward
contracts (that is, the purchase price of the underlying security on the
delivery date). As an alternative to maintaining all or part of the segregated
account, the Fund could buy call or put options to "cover" the forward
contracts. The Fund will not enter into a forward contract if as a result more
than 25% of its total assets would be held in a segregated account covering such
contracts.

Currency Transactions - The Fund may engage in currency transactions with
counterparties in order to convert foreign denominated securities or obligations
to U.S. dollar denominated investments. Currency transactions include forward
currency contracts, exchange listed currency futures, exchange listed and OTC
options on currencies, and currency swaps. A forward currency contract involves
a privately negotiated obligation to purchase or sell (with delivery generally
required) a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract. A currency swap is an agreement to exchange cash flows
based on the notional difference among two or more currencies and operates
similarly to an interest rate swap. The Fund may enter into currency
transactions with counterparties which have received (or the guarantors of the
obligations of which have received) a credit rating of A-1 or P-1 by Standard &
Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc. ("Moody's"),
respectively, or that have an equivalent rating from a nationally recognized
statistical rating organization ("NRSRO") or (except for OTC currency options)
are determined to be of equivalent credit quality by the Adviser.

Transaction hedging is entering into a currency transaction with respect to
specific assets or liabilities of the Fund, which will generally arise in
connection with the purchase or sale of its portfolio securities or the receipt
of income therefrom. Position hedging is entering into a currency transaction
with respect to portfolio security positions denominated or generally quoted in
that currency. For example, if the Fund believes that a foreign currency may
suffer a substantial decline against the U.S. dollar, it may enter into a
forward sale contract to sell an amount of that foreign currency approximating
the value of some or all of the Fund's portfolio securities denominated in such
foreign currency. The Fund may also cross-hedge currencies by entering into
transactions to purchase or sell one or more currencies that are expected to
decline in value relative to other currencies to which the Fund has or in which
the Fund expects to have portfolio exposure.

6
<PAGE>

The Fund will not enter into a transaction to hedge currency exposure to an
extent greater, after netting all transactions intended wholly or partially to
offset other transactions, than the aggregate market value (at the time of
entering into the transaction) of the securities held in its portfolio that are
denominated or generally quoted in or currently convertible into such currency,
other than with respect to proxy hedging as described below.

To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the Fund may also engage in proxy
hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a forward contract to sell a currency whose
changes in value are generally considered to be linked to a currency or
currencies in which some or all of the Fund's portfolio securities are or are
expected to be denominated, and to buy U.S. dollars. The amount of the contract
would not exceed the value of the Fund's securities denominated in linked
currencies. For example, if an Adviser considers that the Austrian schilling is
linked to the German deutsche mark (the "D-mark"), the Fund holds securities
denominated in schillings and the Adviser believe that the value of schillings
will decline against the U.S. dollar, the Adviser may enter into a contract to
sell D-marks and buy dollars. Currency hedging involves some of the same risks
and considerations as other transactions with similar instruments. Currency
transactions can result in losses to the Fund if the currency being hedged
fluctuates in value to a degree or in a direction that is not anticipated.
Further, there is the risk that the perceived linkage between various currencies
may not be present during the particular time that the Fund is engaging in proxy
hedging.

Risks Regarding Hedging Instruments and Derivatives - Some of the general risks
associated with hedging and the use of derivatives include: (a) the possible
absence of a liquid secondary market for any particular hedging instrument at
any time; (b) these instruments can be highly volatile; and (c) the possible
need to defer closing out certain positions to avoid adverse tax consequences.
More specific risks are set forth below.

(a) Forward Contracts: Forward contracts involve a risk of loss if the
value of the security to be purchased declines prior to the settlement
date, which risk is in addition to the risk of decline in value of the
Fund's other assets.

(b) Currency Transactions: Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency
control is of great importance to the issuing governments and influences
economic planning and policy, purchases and sales of currency and related
instruments can be negatively affected by government exchange controls,
blockages, and manipulations or exchange restrictions imposed by
governments. These can result in losses to the Fund if it is unable to
deliver or receive currency or funds in settlement of obligations and
could also cause hedges it has entered into to be rendered useless,
resulting in full currency exposure as well as incurring transaction costs.
Buyers and sellers of currency futures are subject to the same risks that
apply to the use of futures generally. Further, settlement of a currency
futures contract for the purchase of most currencies must occur at a bank
based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on
such options is subject to the maintenance of a liquid market which may not
always be available. Currency exchange rates may fluctuate based on factors
extrinsic to that country's economy.

INVESTMENT BASKET

Notwithstanding the Fund's fundamental investment restrictions (except those
imposed as a matter of law), the Board of Trustees may authorize the Fund to
invest in any security or investment-related instrument, or to engage in
investment-related transactions or practices, such as newly developed debt
securities or hedging programs, provided that the Board of Trustees has
determined that to do so is consistent with the Fund's investment objectives and
policies and has adopted reasonable guidelines for use by the Fund's Advisers,
and provided further that at the time of making such investment or entering into
such transaction, such investments or instruments account for not more than 10%
of the Fund's total assets. MML Trust has no current intention of using this
investment basket authority.

7
<PAGE>

III. FUNDAMENTAL INVESTMENT RESTRICTIONS

The Fund is subject to certain fundamental restrictions on its investments,
which may not be changed without the affirmative vote of a majority of the
outstanding shares of the Fund. Investment restrictions that appear below or
elsewhere in this Statement of Additional Information and in the Prospectus
which involve a maximum percentage of securities or assets shall not be
considered to be violated unless an excess over the percentage occurs
immediately after, and is caused by, an acquisition or encumbrance of
securities or assets of, or borrowings by or on behalf of, the Fund. MML Trust
may not, on behalf of the Fund:

(1) Purchase any security (other than U.S. Treasury securities or U.S.
Government Securities) if as a result, with respect to 75% of the Fund's
assets, more than 5% of the value of the total assets (determined at the
time of investment) of the Fund would be invested in the securities of a
single issuer.

(2) Borrow money, except from banks for temporary or emergency purposes not
in excess of one-third of the value of a Fund's assets, except that the
Fund may enter into reverse repurchase agreements or roll transactions. For
purposes of calculating this limitation, entering into portfolio lending
agreements shall not be deemed to constitute borrowing money. The Fund
would not make any additional investments while its borrowings exceeded 5%
of its assets.

(3) Issue senior securities (as defined in the 1940 Act) except for
securities representing indebtedness not prevented by paragraph (2) above.

(4) Make short sales, except for sales "against-the-box."

(5) Act as an underwriter, except to the extent that, in connection with
the disposition of portfolio securities, the Fund may be deemed an
underwriter under applicable laws.

(6) Invest in oil, gas or other mineral leases, rights, royalty contracts
or exploration or development programs, real estate or real estate mortgage
loans. This restriction does not prevent the Fund from purchasing readily
marketable securities secured or issued by companies investing or dealing
in real estate and by companies that are not principally engaged in the
business of buying and selling such leases, rights, contracts or programs.

(7) Purchase physical commodities or commodity contracts (except futures
contracts, including but not limited to contracts for the future delivery
of securities and futures contracts based on securities indices).

(8) Make loans other than by investing in obligations in which the Fund may
invest consistent with its investment objective and policies and other than
repurchase agreements and loans of portfolio securities.

(9) Pledge, mortgage or hypothecate assets taken at market to an extent
greater than 15% of the total assets of the Fund except in connection with
permitted transactions in options, futures contracts and options on futures
contracts, reverse repurchase agreements and securities lending.

(10) Purchase any security (other than securities issued, guaranteed or
sponsored by the U.S. Government or its agencies or instrumentalities) if,
as a result, with respect to 75% of the Fund's assets, the Fund would hold
more than 10% of the outstanding voting securities of an issuer.

Notwithstanding any fundamental investment restriction set forth above or in the
Prospectus, the Fund may: (1) engage in hedging transactions, techniques, and
practices using forward contracts and similar instruments, to the extent and in
a manner permitted by law; and (2) invest in any security or investment-related
instrument, or engage in any investment-related transaction or practice,
provided that the Board of Trustees has determined that to do so is consistent
with the investment objective and policies of the Fund and has adopted
reasonable guidelines for use by

8
<PAGE>

the Fund's Advisers, and provided further that at the time of entering into such
investment or transaction, such investments or instruments account for no more
than 10% of the Fund's total assets. For the foreseeable future, the Fund does
not expect to engage in futures and options transactions or interest rate swap
agreements.

IV. NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

In addition to the investment restrictions described above and those contained
in the Prospectus, the Trustees of MML Trust have voluntarily adopted certain
policies and restrictions which are observed in the conduct of the affairs of
the Fund. These represent intentions of the Trustees based upon current
circumstances. They differ from fundamental investment policies in that the
following additional investment restrictions may be changed or amended by action
of the Trustees without requiring prior notice to or approval of shareholders.

In accordance with such policies and guidelines, the Fund may not:

(1) Invest for the purpose of exercising control over, or management of,
any company.

(2) Invest in securities of other investment companies, except by purchase
in the open market where no commission or profit to a sponsor or dealer
results from such purchase other than the customary broker's commission,
except when such purchase is part of a plan of merger, consolidation,
reorganization or acquisition or except shares of money market funds
advised by the Advisers or an affiliate thereof. It is expected that the
Fund would purchase shares of such money market funds only if arrangements
are made to eliminate duplicate advisory and distribution fees.

V. MANAGEMENT OF MML TRUST

MML Trust has a Board of Trustees, a majority of which must not be "interested
persons," as defined in the "1940 Act", of MML Trust. The Board of Trustees has
established an Advisory Board that has advisory functions only as to investments
made by MML Trust. Trustees of MML Trust, members of the Advisory Board, and
principal officers of MML Trust are listed below together with information on
their age, address, positions with MML Trust, principal occupations during the
past five years and other principal business affiliations.

Gary E. Wendlandt* Chairman and Trustee of MML Trust
1295 State Street
Springfield, MA 01111
Age: 47

Chief Investment Officer (since 1993) and Executive Vice President, MassMutual;
Chairman (since 1995), President (1983-1995) and Trustee, MassMutual Corporate
Investors (closed-end investment company); Chairman (since 1995), President
(1988-1995) and Trustee, MassMutual Participation Investors (closed-end
investment company); Chairman (since 1996), Antares Leveraged Capital Corp.
(finance company); Chairman, HYP Management, Inc. (managing member of MassMutual
High Yield Partners LLC) and MMHC Investment, Inc. (investor in MassMutual High
Yield Partners LLC); Advisory Board Member (since 1996), MassMutual High Yield
Partners LLC (high yield bond fund); President and Director (since 1995), DLB
Acquisition Corporation (holding company for investment advisers); Director,
Oppenheimer Acquisition Corporation (holding company for investment advisers);
Supervisory Director, MassMutual/Carlson CBO N.V. (collateralized bond fund);
Director (since 1994), MassMutual Corporate Value Partners Limited (investor in
debt and equity securities) and MassMutual Corporate Value Limited (parent of
MassMutual Corporate Value Partners Limited); Chairman (since 1994) and Director
(since 1993), MML Realty Management Corporation; Chairman (since 1994), Chief
Executive Officer (1994-1996), Cornerstone Real Estate

- ----------
* "Trustee who is an "interested person" of MML Trust within the definition set
forth in Section 2(a)(19) of the 1940 Act.

9
<PAGE>

Advisers, Inc. (wholly-owned real estate investment adviser subsidiary of
MassMutual Holding Trust); Director, Merrill Lynch Derivative Products, Inc.;
Chairman and Chief Executive Officer (since 1994), MassMutual Institutional
Funds (open-end investment company).

Ronald J. Abdow Trustee of MML Trust
1111 Elm Street
West Springfield, MA 01089
Age: 66

President, Abdow Corporation (operator of restaurants); General Partner, Grove
Investment Group (apartment building syndicator); Trustee, Abdow G&R Trust and
Abdow G&R Co. (owners and operators of restaurant properties); Partner, Abdow
Partnership, Abdow Auburn Associates, and Abdow Hazard Associates (owners and
operators of restaurant properties); Trustee (since 1994), MassMutual
Institutional Funds (open-end investment company).

Mary E. Boland Trustee of MML Trust
67 Market Street
Springfield, MA 01102
Age: 59

Attorney at Law, Egan, Flanagan and Cohen, P.C. (law firm), Springfield, MA;
Director (since 1995), Trustee (until 1995), SIS Bank (formerly, Springfield
Institution for Savings); Trustee (since 1994), MassMutual Institutional Funds
(open-end investment company).

Richard G. Dooley* Vice Chairman and Trustee of MML Trust
1295 State Street
Springfield, MA 01111
Age: 68

Consultant (since 1993), Executive Vice President and Chief Investment Officer
(1978-1993), MassMutual; Director (since 1996), Investment Technology Group,
Inc.; Director, The Advest Group, Inc. (financial services holding company), HSB
Group Inc. (formerly known as Hartford Steam Boiler Inspection and Insurance
Co.), New England Education Loan Marketing Corporation; Director, Kimco Realty
Corp. (shopping center ownership and management); Director (since 1993),
Jefferies Group, Inc. (financial services holding company); Vice Chairman
(since 1995), Chairman (1982-1995), MassMutual Corporate Investors, and Vice
Chairman (since 1995), Chairman (1988-1995), MassMutual Participation Investors
(closed-end investment companies); Trustee (since 1996), MassMutual
Institutional Funds (open-end investment company).

F. William Marshall, Jr. Trustee of MML Trust
1441 Main Street
Springfield, MA 01102
Age: 56

President, Chief Executive Officer and Director (since 1993), SIS Bancorp, Inc
and SIS Bank (formerly, Springfield Institution for Savings); Chairman and Chief
Executive Officer (1990-1993), Bank of Ireland First Holdings, Inc. and First
New Hampshire Banks; Trustee (since 1996), MassMutual Institutional Funds
(open-end investment company).

- ----------
* "Trustee who is an "interested person" of MML Trust within the definition set
forth in Section 2(a)(19) of the 1940 Act.

10
<PAGE>

Charles J. McCarthy Trustee of MML Trust
181 Eton Road
Longmeadow, MA 01106
Age: 74

Proprietor, Synectics Financial Company (venture capital activities, business
consulting and investments); Trustee (since 1994), MassMutual Institutional
Funds (open-end investment company).

John H. Southworth Trustee of MML Trust
195 Eton Road
Longmeadow, MA 01106
Age: 70

Chairman (since 1993), Southworth Company (manufacturer of paper and calendars);
Director (since 1995), Trustee (until 1995), SIS Bank (formerly, Springfield
Institution for Savings); Trustee (since 1994), MassMutual Institutional Funds
(open-end investment company).

Richard H. Ayers Advisory Board Member
1000 Stanley Drive
New Britain, CT 06053
Age: 55

Retired; former adviser to Chairman (1997), Chairman and Chief Executive Officer
(1989-1996) and Director (1985-1996), The Stanley Works (manufacturer of tools,
hardware and specialty hardware products); Director, Southern New England
Telecommunications Corp. and Perkin-Elmer Corp.; Trustee (since 1996),
MassMutual Institutional Funds (open-end investment company).

David E. A. Carson Advisory Board Member
850 Main Street
Bridgeport, CT 06604
Age: 63

Chairman and Chief Executive Officer (since 1997), President and Chief Executive
Officer (1985-1997), People's Bank; Director, United Illuminating Co. (electric
utility); Trustee, American Skandia Trust (open-end investment company); Trustee
(since 1996), MassMutual Institutional Funds (open-end investment company).

Richard W. Greene Advisory Board Member
University Of Rochester
Rochester, NY 14627
Age: 62

Executive Vice President and Treasurer (since 1986), University of Rochester
(private university); Trustee (since 1996), MassMutual Institutional Funds
(open-end investment company).

Beverly C. L. Hamilton Advisory Board Member
515 South Flower Street
Los Angeles, CA 90071
Age: 51

President, ARCO Investment Management Co.; Director, Connecticut Natural Gas;
Director, Emerging Markets Growth Fund (closed-end investment company); Director
(since 1997), United Asset Management Corp. (investment management); Trustee
(since 1996), MassMutual Institutional Funds (open-end investment company).

11
<PAGE>

Stuart H. Reese President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 43

Chief Executive Director (since 1997), Executive Director (1996-1997), Senior
Vice President (1993-1996), MassMutual; President (since 1995), Executive Vice
President (1993-1995), MassMutual Corporate Investors and MassMutual
Participation Investors (closed-end investment companies); Director (since
1996), Antares Leveraged Capital Corp. (finance company) and Charter Oak Capital
Management, Inc. (investment adviser); President and Director (since 1996), HYP
Management Inc. (managing member of MassMutual High Yield Partners LLC), and
MMHC Investment Inc. (investor in funds sponsored by MassMutual); Director
(since 1994), MassMutual Corporate Value Partners Limited (investor in debt and
equity securities) and MassMutual Corporate Value Limited (parent of MassMutual
Corporate Value Partners Limited); Supervisory Director (since 1994),
MassMutual/Carlson CBO N.V. Inc. (collateralized bond fund); President (since
1997), MassMutual/Darby CBO IM Inc. (manager of MassMutual/Darby CBO LLC, a high
yield bond fund); Director (1994-1996), Pace Industries (aluminum die caster);
Advisory Board Member (since 1995), Kirtland Capital Partners; Chairman and
President (1990-1993), Aetna Financial Services, Inc.; President (since 1995),
MassMutual Institutional Funds (open-end investment company).

Mary Wilson Kibbe Senior Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 44

Executive Director (since 1997), Senior Managing Director (1996-1997), Vice
President and Managing Director (1991-1996), MassMutual; Senior Vice President
(since 1996), HYP Management, Inc. (managing member of MassMutual High Yield
Partners LLC) and MMHC Investment, Inc. (investor in funds sponsored by
MassMutual); Vice President, MassMutual Participation Investors and MassMutual
Corporate Investors (closed-end investment companies); Vice President (1991-
1995), Oppenheimer Investment Grade Bond Fund (open-end investment
company).

Charles C. McCobb, Jr. Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 54

Managing Director (since 1997), MassMutual; Managing Director and Vice President
(1994-1997), Citicorp, Inc. (banking); Managing Director (1985-1994), Aetna Life
& Casualty (insurance company); Vice President (since 1996), MassMutual
Corporate Investors and MassMutual Participation Investors (closed-end
investment companies).

Stephen L. Kuhn Vice President and Secretary of MML Trust
1295 State Street
Springfield, MA 01111
Age: 51

Vice President and Associate General Counsel (since 1992), MassMutual; Vice
President and Secretary, MassMutual Participation Investors and MassMutual
Corporate Investors (closed-end investment companies); President,
MassMutual/Carlson CBO Incorporated; Assistant Secretary (since 1996), Antares
Leveraged Capital Corp. (finance company); Chief Legal Officer and Assistant
Secretary (since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Assistant Secretary, Oppenheimer Acquisition Corporation
(holding company for investment adviser); Vice President and Secretary,
MassMutual Institutional Funds (open-end investment company).

12
<PAGE>

Judith A. Martini Vice President of MML Trust
1295 State Street of MML Trust
Springfield, MA 01111
Age: 49

Second Vice President (since 1996), MassMutual; Marketing Manager (1984-1996),
Connecticut Mutual Life Insurance Company (life insurance company).

Raymond B. Woolson Vice President and Chief Financial Officer
1295 State Street of MML Trust
Springfield, MA 01111
Age: 39

Senior Managing Director (since 1996), Second Vice President (1992-1996),
MassMutual; Treasurer, MassMutual Corporate Investors and MassMutual
Participation Investors (closed-end investment companies); Vice President and
Chief Financial Officer (since 1996), HYP Management, Inc. (managing member of
MassMutual High Yield Partners LLC) and MMHC Investment Inc. (investor in funds
sponsored by MassMutual); Vice President and Treasurer, MassMutual/Darby CBO IM
Inc. (manager of MassMutual/Darby CBO LLC, a high yield bond fund); Vice
President and Chief Financial Officer, MassMutual Institutional Funds
(open-end investment company).

Mark B. Ackerman Treasurer of MML Trust
1295 State Street
Springfield, MA 01111
Age: 32

Investment Director (since 1996), Associate Director (1993-1996), MassMutual;
Controller (since 1997), Associate Treasurer (1995-1997), MassMutual
Participation Investors and MassMutual Corporate Investors (closed-end
investment companies); Treasurer (since 1998) Comptroller (1997-1998), Associate
Treasurer (1995-1996), MassMutual Institutional Funds (open-end investment
company).

James T. Birchall Comptroller of MML Trust
1295 State Street
Springfield, MA 01111
Age: 31

Investment Director (since 1997), MassMutual; Financial Officer (1990-1997),
MML Investors Services, Inc. (broker-dealer subsidiary of MassMutual).

The Trustees and officers of MML Trust named above, as a group, own less than
one percent of the shares of any of the series of MML Trust.

MML Trust's Declaration of Trust provides that MML Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with MML
Trust, except if it is determined in the manner specified in the Declaration of
Trust that they have not acted in good faith in the reasonable belief that their
actions were in the best interests of MML Trust or that such indemnification
would relieve any Trustee or officer of any liability to MML Trust or its
shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his or her duties.

The following table discloses actual compensation paid to non-interested
Trustees of MML Trust and members of its Advisory Board during the 1997 fiscal
year. MML Trust paid no compensation to any of its officers. MML Trust has no
pension or retirement plan, but does have a deferred compensation plan.
Currently, no Trustee is entitled to receive any benefits under such deferred
compensation plan. Each of the non-interested Trustees and members of the
Advisory Board also serves as a Trustee of one other registered, open-end
investment company managed by MassMutual.

13
<PAGE>

================================================================================

Total Compensation from
Aggregate Compensation from MML Trust and Fund
Name/Position MML Trust Complex
================================================================================

Ronald J. Abdow
Trustee $16,000 $32,000
- --------------------------------------------------------------------------------

Mary E. Boland
Trustee $16,000 $32,000
- --------------------------------------------------------------------------------

William F. Marshall
Trustee $16,000 $32,000
- --------------------------------------------------------------------------------

Charles J. McCarthy
Trustee $17,000 $34,000
- --------------------------------------------------------------------------------

John H. Southworth
Trustee $17,000 $34,000
- --------------------------------------------------------------------------------

Richard H. Ayers
Advisory Board Member $16,000 $31,674
- --------------------------------------------------------------------------------

David E. A. Carson
Advisory Board Member $16,000 $31,674
- --------------------------------------------------------------------------------

Richard W. Greene
Advisory Board Member $16,000 $31,674
- --------------------------------------------------------------------------------

Beverly C. L. Hamilton
Advisory Board Member $16,000 $31,674
================================================================================

VI. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

It is anticipated that MassMutual, through its separate investment accounts and
direct investment in the Fund, and MML Bay State, through its separate
investment accounts, will be the record owners of all of the outstanding shares
of the Fund and MML Trust and therefore, may be deemed to be in control (as that
term is described in the 1940 Act) of the Fund. However, certain owners of
variable life insurance policies and variable annuity contracts that depend upon
the investment performance of the Fund have the right to instruct MassMutual and
MML Bay State as to how shares of MML Trust deemed attributable to their
contracts shall be voted. MassMutual and MML Bay State generally are required to
vote shares attributable to such contracts but for which no instructions are
received, in proportion to those votes for which instructions were received. The
address of MassMutual and MML Bay State is 1295 State Street, Springfield,
Massachusetts 01111.

VII. INVESTMENT MANAGEMENT AND OTHER SERVICES

MassMutual serves as investment manager of the Fund pursuant to an investment
management agreement between MassMutual and MML Trust on behalf of the Fund (the
"Management Agreement"). Under the Management Agreement, MassMutual is
authorized to engage in portfolio transactions on behalf of the Fund, subject to
such general or specific instructions as may be given by the Board of Trustees
of MML Trust.

14
<PAGE>

Pursuant to the Management Agreement, MassMutual is paid a quarterly fee at the
annual rate of .65% of the first $100 million of the average daily net asset
value of the Fund, .60% of the next $200 million, .55% of the next $200 million
and .50% of any excess over $500 million. MassMutual has agreed to bear
expenses of the Fund (other than the management fee, interest, taxes, brokerage
commissions and extraordinary expenses) in excess of .11% of average daily net
asset value through April 30, 1999.

The Management Agreement may be terminated by the Board of Trustees of MML
Trust, or by vote of a majority of the outstanding shares of the Fund, or by
MassMutual. Such termination requires 60 days' written notice to be given and
may be effected without the payment of any penalty. In addition, the Management
Agreement automatically terminates: (1) unless its continuance is specifically
approved at least annually by the affirmative vote of a majority of the Board of
Trustees of MML Trust, which affirmative vote shall include a majority of the
members of the Board who are not interested persons (as defined in the 1940 Act)
of MassMutual or of MML Trust, or (2) upon its assignment. The Management
Agreement also provides that its continuance will be submitted to the
shareholders of the Fund in the event the use of the initial "MML" is withdrawn
from the Fund by MassMutual.

As permitted by the Management Agreement, MassMutual has entered into an
investment sub-advisory agreement (the "Sub-Advisory Agreement") with Babson
whereby Babson agreed to assume MassMutual's duties to manage the investment of
the assets of the Fund. MassMutual is ultimately responsible for providing
investment advice to the Fund and will continue to provide administrative and
non-investment advisory services to the Fund. MassMutual pays Babson a quarterly
fee equal to an annual rate of .25% of the average daily net asset value of the
Fund as of the close of each business day for the investment advisory services
Babson provides with respect to the Fund. Additionally, Babson has agreed to
assume the expenses associated with fund accounting for the Fund. The Sub-
Advisory Agreement will terminate automatically upon its assignment or upon the
termination of the Management Agreement or by MassMutual or Babson upon sixty
days' written notice or by liquidation of the Fund.

Citibank, N.A., 111 Wall Street, New York, New York 10005, acts as custodian of
the cash and securities of the Fund. As such, it holds in custody the Fund's
portfolio securities and receives and delivers them upon purchases and sales.
Coopers & Lybrand L.L.P. is MML Trust's independent accountant, providing audit
services and assistance and consultation in connection with tax returns and the
reviewing of various SEC filings.

Year 2000 Issue

Like other businesses and governments around the world, MML Trust and the Fund
could be adversely affected if the computer systems used by MassMutual (and
those which with it does business on behalf of MML Trust and the Fund) and MML
Trust's other service providers do not properly recognize the Year 2000. This is
commonly known as the "Year 2000 issue." In 1996, MassMutual began an
enterprise-wide process of identifying, evaluating and implementing changes to
computer systems and applications software to address the Year 2000 issue.
MassMutual has informed MML Trust that this is one of MassMutual's highest
business operational priorities. MassMutual is addressing the Year 2000 issue
internally with modifications to existing programs and conversions to new
programs. MassMutual is also seeking assurances from vendors, service providers,
including the Fund's investment sub-adviser, and others with which MassMutual
and the Fund conduct business in order to identify and resolve Year 2000
issues.

VIII. BROKERAGE ALLOCATION

Purchases and sales of securities on a securities exchange are effected by
brokers, and when the Fund purchases or sells securities on a securities
exchange it pays a brokerage commission for this service. In transactions on
stock exchanges in the United States, these commissions are negotiated, whereas
on many foreign stock exchanges these commissions are fixed. In the over-the-
counter markets, securities are generally traded on a "net" basis with dealers
acting as principal for their own accounts without a stated commission, although
the price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.

The primary consideration in placing portfolio security transactions with
broker-dealers for execution is to obtain and maintain the availability of best
execution at reasonably competitive commission rates. Each Adviser attempts to
achieve this result by selecting broker-dealers to execute portfolio
transactions on the basis of their professional capability, the value and
quality of their brokerage services and the level of their brokerage
commissions.

Under the Management Agreement and as permitted by Section 28(e) of the
Securities Exchange Act of 1934, MassMutual may cause the Fund to pay a broker-
dealer which provides brokerage and research services to the Adviser an amount
of commission for effecting a securities transaction for the Fund in excess of
the amount other broker-dealers would have charged for the transaction if the
Adviser determines in good faith that the greater commission is reasonable in
relation to the value of the brokerage and research services provided by the
executing broker-dealer viewed in terms of either a particular transaction or
the Adviser's overall responsibilities to MML Trust and to its other clients.
The term "brokerage and research services" includes: advice as to the value of
securities, the advisability of investing in, purchasing, or selling securities,
and the availability of securities or of purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts;
and effecting securities transactions and performing functions incidental
thereto such as clearance and settlement. By virtue of the Sub-Advisory
Agreement, Babson is subject to the same rights, obligations and procedures that
apply to MassMutual pursuant to its Management Agreement.

Although commissions paid on every transaction will, in the judgment of the
Adviser, be reasonable in relation to the value of the brokerage services
provided, commissions exceeding those which another broker might charge may be
paid to broker-dealers who were selected to execute transactions on behalf of
MML Trust and the Adviser's other clients in part for providing advice as to the
availability of securities or of purchasers or sellers of securities and
services in effecting securities transactions and performing functions
incidental thereto such as clearance and settlement.

Broker-dealers may be willing to furnish statistical, research and other factual
information or services ("Research") to an Adviser for no consideration other
than brokerage or underwriting commissions. Securities may be bought or sold
through such broker-dealers, but at present, unless otherwise directed by MML
Trust, a commission higher than one charged elsewhere will not be paid to such a
firm solely because it provided Research to the Adviser. Research provided by
brokers is used for the benefit of all of an Adviser's clients and not solely or
necessarily for the benefit of MML Trust. The Adviser attempts to evaluate the
quality of Research provided by brokers. Results of this effort are sometimes
used by the Adviser as a consideration in the selection of brokers to execute
portfolio transactions.

The investment advisory fee that MML Trust pays on behalf of the Fund to
MassMutual will not be reduced as a consequence of an Adviser's receipt of
brokerage and research services. To the extent MML Trust's portfolio
transactions are used to obtain such services, the brokerage commissions paid by
MML Trust will exceed those that might otherwise be paid, by an amount which
cannot now be determined. Such services would be useful and of value to an
Adviser in serving both MML Trust and other clients and, conversely, such
services obtained by the placement of brokerage business of other clients would
be useful to an Adviser in carrying out its obligations to MML Trust.

15
<PAGE>

IX. CAPITAL SHARES

Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of MML Trust. However, MML Trust's
Declaration of Trust disclaims liability of the shareholders, Trustees of MML
Trust, or officers of MML Trust for acts or obligations of MML Trust, which are
binding only on the assets and property of MML Trust, and requires that notice
of such disclaimer be given in each agreement, obligation, or instrument entered
into or executed by MML Trust or Trustees of MML Trust. MML Trust's Declaration
of Trust provides for indemnification out of MML Trust property for all loss and
expense of any shareholder held personally liable for the obligations of MML
Trust. Thus, the risk of a shareholder incurring financial loss on account of
share-holder liability is considered remote since it is limited to circumstances
in which the disclaimer is inoperative and MML Trust itself would be unable to
meet its obligations.

X. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED

MML Trust is a no-load mutual fund. Fund shares are sold at their net asset
value as next computed after receipt of the purchase order, without the addition
of any selling commission or "sales load." The Fund redeems its shares at their
net asset value as next computed after receipt of the request for redemption.
The redemption price may be paid in cash or wholly or partly in kind if MML
Trust's Board of Trustees determine that such payment is advisable in the
interest of the remaining shareholders. In making such payment wholly or partly
in kind, the Fund will, as far as may

16
<PAGE>

be practicable, deliver securities or property which approximate the
diversification of its entire assets at the time. No fee is charged on
redemption. The redemption price may be more or less than the shareholder's
cost. Redemption payments will be paid within seven days after receipt of the
written request therefor by the Fund, except that the right of redemption may be
suspended or payments postponed when permitted by applicable law and
regulations.

The net asset value of the Fund's shares is determined once daily as of the
normal close of the New York Stock Exchange (presently 4:00 p.m.) on each day on
which the Exchange is open for trading. The New York Stock Exchange is not open
for trading on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day and on occasion is closed early or entirely due to weather or
other conditions. The net asset value of the Fund's shares is the total net
asset value of the Fund divided by the number of its shares outstanding. The
total net asset value of the Fund is determined by computing the value of the
total assets of the Fund and deducting total liabilities, including accrued
liabilities.

The manner of determining the value of the total assets of the Fund is as
follows. Equity securities are valued on the basis of valuations furnished by a
pricing service, authorized by the Board of Trustees, which provides the last
reported sale price for securities listed on a national securities exchange or
on the NASDAQ National Market System. If securities are unlisted or there is no
reported sale price, the bid price of the prior trade date will be used.
Long-term bonds are valued on the basis of valuations furnished by a pricing
service, authorized by the Board of Trustees, which determines valuations taking
into account appropriate factors such as institutional-size trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of issue,
trading characteristics and other market data. Debt obligations with less than
one year but more than sixty days to maturity are valued on the basis of their
market value, and debt obligations having a maturity of sixty days or less are
generally valued at amortized cost when the Board of Trustees of MML Trust
believes that amortized cost approximates market value. If acquired, preferred
stocks will be valued on the basis of their market value if market quotations
are readily available. In all other cases, assets (including restricted
securities) are valued at their fair value as determined in good faith by the
Board of Trustees of MML Trust, although the actual calculations may be made by
persons acting pursuant to the direction of the Board.

Futures contracts are valued based on the market price for the futures contract,
unless such price does not reflect the fair value of the contract, in which case
it will be valued by or under the direction of the Board of Trustees of MML
Trust. When the Fund enters into a forward commitment to purchase a security it
will record the security as an asset which will be marked-to-market daily to
reflect the value of the security determined in the manner set forth above. The
obligation to pay the purchase price of the security will be a liability which
remains fixed in amount.

XI. TAX STATUS

It is the policy of the Fund to comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies. As a result, the Fund
will not be subject to federal income tax on any distributed net income or
capital gains. To meet these requirements and to meet other requirements
necessary for it to be relieved of federal income taxes or income and gain it
distributes to the separate investment accounts that invest in the Fund, the
Fund must, among other things, (a) derive at least 90% of its gross income from
dividends, interest, payments with respect to certain securities loans, gains
from the sale or other disposition of stocks, securities or foreign currencies,
or other income (including but not limited to gains from options, futures or
forward contracts) derived with respect to its business of investing in such
stock, securities or currencies; (b) diversify its holdings so that, at the
close of each quarter of its taxable year, (i) at least 50% of the value of its
total assets consists of cash, cash items, U.S. government securities,
securities of other regulated investment companies, and other securities limited
generally with respect to any one issuer to a value not greater than 5% of the
total assets of the Fund and to not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any issuer (other than U.S. government
securities or securities of other regulated investment companies); and (c)
distribute in or with respect to each taxable year at least 90% of the sum of
its taxable net investment income, its net tax-exempt income, and the excess, if
any, of net short-term capital gains over net long-term capital losses for such
year.

17
<PAGE>

The Fund intends to declare capital gain and ordinary income dividends by the
end of each calendar year and to distribute such dividends no later than January
31 of the following year to the extent necessary to avoid the 4% excise tax on
undistributed regulated investment company income enacted by the Tax Reform Act
of 1986. The 4% excise applies to the excess of the required distribution for
the calendar year over the amount treated as distributed for that year. The
required distribution equals 98% of the Fund's ordinary income for the calendar
year plus 98% of its capital gain net income for the one year period ending
October 31 (or December 31, if the Fund so elects) and any shortfall of income
or gains from the prior year not previously so distributed.

The Treasury Department has issued Regulations under Internal Revenue Code
Section 817(h) that pertain to diversification requirements for variable
annuity and life insurance contracts. A variable contract based upon a separate
account will not receive favorable tax treatment as an annuity or life insurance
contract unless the separate account and underlying regulated investment company
investments are adequately diversified. In determining whether a separate
account is adequately diversified, in certain circumstances the separate account
can look through to the assets of the regulated investment company in which it
has invested.

The Regulations require the Fund's assets to be diversified so that no single
investment represents more than 55% of the value of the Fund's total assets, no
two investments represent more than 70% of the Fund's total assets, no three
investments represent more than 80% of the Fund's total assets and no four
investments represent more than 90% of the Fund's total assets. A "safe harbor"
is available to a separate account if it meets the diversification tests
applicable to registered investment companies and not more than 55% of its
assets constitute cash, cash items, government securities and securities of
other registered investment companies.

The applicable Regulations treat all securities of the same issuer as a single
investment. In the case of "government securities", each government agency or
instrumentality shall be treated as a separate issuer for the purpose of the
diversification test (although not for the purpose of the "safe harbor" test
described above). MML Trust intends to comply with these diversification
requirements.

XII. CERTAIN TAX AND ACCOUNTING INFORMATION

As previously indicated, it is the policy of the Fund to meet the requirements
of the Internal Revenue Code to qualify as a regulated investment company under
the federal tax law.

When the Fund writes a call option, an amount equal to the premium received by
it is included in its balance sheet as an asset and as an equivalent liability.
The amount of the liability is subsequently marked-to-market to reflect the
current market value of the option written. The current market value of a
written option is the last sale price on the principal exchange on which such
option is traded or, in the absence of a sale, the mean between the last bid and
offering prices. If an option which the Fund has written on an equity security
expires on its stipulated expiration date, or if the Fund enters into a closing
purchase transaction, it realizes a gain (or loss if the cost of a closing
purchase transaction exceeds the premium received when the option was sold)
without regard to any unrealized gain or loss on the underlying security, and
the liability related to such option is extinguished.

Special rules (including constructive sale, mark-to-market, straddle and wash
sale rules) exist for determining the timing of recognition of income or loss,
the character of such income or loss, and the holding periods of certain of the
Fund's assets in the case of certain transactions involving futures contracts,
forward contracts and options. MML Trust will endeavor to make any available
elections pertaining to such transactions in a manner believed to be in the best
interest of MML Trust.

Pursuant to the Taxpayer Relief Act of 1997 (the "1997 Act"), new "constructive
sale" provisions apply to activities by the Fund which lock-in gain on an
"appreciated financial position." Generally, a "position" is defined to include
stock, a debt instrument, or partnership interest, or an interest in any of the
foregoing, including through a short sale, a swap contract, or a future or
forward contract. Under the 1997 Act, the entry into a short sale, a swap
contract or a future or forward contract relating to an appreciated direct
position in any stock or debt

18
<PAGE>

instrument, or the acquisition of stock or debt instrument at a time when the
Fund occupies an offsetting (short) appreciated position in the stock or debt
instrument, is treated as a "constructive sale" that gives rise to the immediate
recognition of gain (but not loss). The application of these new provisions may
cause the Fund to recognize taxable income from these offsetting transactions in
excess of the cash generated by such activities.

XIII. INVESTMENT PERFORMANCE

The Fund may advertise investment performance figures, including yield. The
Fund's yield will be based upon a stated 30-day period and will be computed by
dividing the net investment income per share earned during the period by the
maximum offering price per share on the last day of the period, according to the
following formula:

YIELD = 2[((a-b)/cd + 1)/6/ - 1]

Where: a = dividends and interest earned during the period.

b= expenses accrued for the period (net of reimbursements, if any).

c= the average daily number of shares outstanding during the period
that were entitled to receive dividends.

d= the maximum offering price (which is the net asset value) per
share on the last day of the period.

The Fund may advertise its total return and its holding period return. Total
return quotations will be based upon a stated period and will be computed by
finding the average annual compounded rate of return over the stated period that
would equate an initial amount invested to the ending redeemable value of the
investment (assuming reinvestment of all distributions), according to the
following formula:

P(1 + T)/n/ = ERV Where: P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value at the end of the
stated period of a hypothetical $1,000 payment made
at the beginning of the stated period.

Holding period return will be based upon a stated period and will be computed by
dividing the ending redeemable value of a hypothetical initial payment by the
value of the initial investment (assuming reinvestment of all distributions).
Each investment performance figure will be carried to the nearest hundredth of
one percent. These investment performance figures do not reflect charges imposed
by the separate investment accounts invested in the Funds which, if included,
would decrease the performance figures.

XIV. COUNSEL

Ropes & Gray, One International Place, Boston, Massachusetts 02110, as counsel
for MML Trust, has rendered its opinion as to certain legal matters regarding
the due authorization and valid issuance of the shares being sold pursuant to
the Fund's Prospectus.

The name MML Series Investment Fund is the designation of Trustees under a
Declaration of Trust dated December 19, 1984, as amended from time to time. The
obligations of such Trust are not personally binding upon, nor shall resort be
had to the property of, any of the Trustees, shareholders, officers, employees
or agents of such Trust, but only the property of the relevant series of MML
Series Investment Fund shall be bound.

19
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APPENDIX

SECURITIES RATINGS

This is a description of Standard & Poor's Ratings Group ("S&P") and Moody's
Investors Service, Inc. ("Moody's") commercial paper and bond ratings:

I. Commercial Paper Ratings:

S&P Commercial Paper Ratings - are graded into four categories, ranging from `A'
for the highest quality obligations to `D' for the lowest. `A' Issues assigned
the highest rating are regarded as having the greatest capacity for timely
payment. Issues in this category are delineated with the numbers 1, 2, and 3 to
indicate the relative degree of safety. The A-1 and A-2 categories are described
as follows:

"A-1": This designation indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus (+) sign designation.

"A-2": Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated `A-1'.

Moody's Commercial Paper Ratings - employs three designations, all judged to be
investment grade, to indicate the relative repayment ability of rated issuers.
The two highest designations are as follows:

Prime-1: Issuers rated Prime-1 (or related supporting institutions) have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics:

. Leading market positions in well-established industries.
. High rates of return on funds employed.
. Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
. Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
. Well established access to a range of financial markets and assured
sources of alternate liquidity.

Prime-2: Issuers rated Prime-2 (or related supporting institutions) have a
strong ability for repayment of senior short-term promissory obligations. This
will normally be evidenced by many of the characteristics cited above, but to
a lesser degree. Earnings trends and coverage ratios, while sound, may be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.

II. Bond Ratings

S&P describes its four highest ratings for corporate debt as follows:

A: AAA - Debt rated "AAA" has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA - Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A-1
<PAGE>

A - Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

B: BBB - Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

The ratings from "AA" to "CCC" may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.

Moody's describes its four highest corporate bond ratings as follows:

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than the Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment some time in the future.

Baa - Bonds which are rated Baa are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

S&P describes its below investment grade ratings for corporate debt as follows:

BB, B, CCC, CC, C - Debt rated "BB", "B", "CCC", "CC" and "C" is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation, "BB"
indicates the lowest degree of speculation and "C" the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

BB - Debt rated "BB" has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.

A-2
<PAGE>

B - Debt rated "B" has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The "B" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.

CCC - Debt rated "CCC" has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, it is not likely to have
the capacity to pay interest and repay principal. The "CCC" rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied "B" or "B-" rating.

CC - The rating "CC" is typically applied to debt subordinated to senior debt
that is assigned an actual or implied "CCC" rating.

C - The rating "C" is typically applied to debt subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.

D - Debt rated "D" is in payment default. The "D" rating category is used
when interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The "D" rating also will be used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

Moody's describes its below investment grade corporate bond ratings as follows:

Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

A-3