MML SERIES INVESTMENT FUND, 485BPOS, 1998-05-29

MML SERIES INVESTMENT FUND
485BPOS, 1998-05-29

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Rule 485(b)
Registration No. 2-39334
File No. 811-2224

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _______ [_]

Post-Effective Amendment No. 40 [X]

-------

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 25 [X]
----

MML SERIES INVESTMENT FUND
--------------------------
(Exact Name of Registrant Specified in Charter)

1295 State Street, Springfield, Massachusetts 01111
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (413) 788-8411
--------------

Name and Address of Agent for Service:
--------------------------------------
Stephen L. Kuhn, Esq.
Vice President and Secretary
MML Series Investment Fund
1295 State Street
Springfield, MA 01111

Copy to:
J.B. Kittredge, Esq.
Ropes & Gray
One International Place
Boston, MA 02110

Approximate Date of Proposed Public Offering: As soon as practical after the
effective date of this Registration Statement

It is proposed that this filing will become effective (check appropriate line)

[_] immediately upon filing pursuant to paragraph (b)

[X] on June 1, 1998 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on [date] pursuant to paragraph (a)(1) of rule 485
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on [date] pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

[_] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

The Index to Exhibits is located at Page 1 of Part C (Item 24(b)).

TO: THE SECURITIES AND EXCHANGE COMMISSION

Registrant submits this Post-Effective Amendment No. 40 to its Registration
Statement No. 2-39334 under the Securities Act of 1933 and this Amendment No. 25
to its Registration Statement No. 811-2224 under the Investment Company Act of
1940. This Post-Effective Amendment relates solely to the MML Small Cap Value
Equity Fund. No information relating to any other series of Registrant is
amended or superseded hereby.

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MML SERIES INVESTMENT FUND

CROSS-REFERENCE SHEET: MML SMALL CAP VALUE EQUITY FUND
------------------------------------------------------

ITEM NO. OF FORM N1-A PROSPECTUS LOCATION OR CAPTION
- ---------------------- ------------------------------

PART A
- ------

1 Prospectus Cover Page

2 Not Applicable

3(a) and (b) Not Applicable

3(c) Investment Performance, Composite
Performance of Similarly Managed Accounts

3(d) Not Applicable

4(a), (b) and (c) General Information; Investment Objective;
Investment Practices and Related Risks

5(a) Management of MML Trust

5(b)-(g) Investment Managers; Back Cover Page of
Prospectus

5A Not Applicable

6(a) and (b) General Information; Capital Shares

6(c) and (d) Not Applicable

6(e) Capital Shares

6(f) Dividends and Capital Gains Distributions

6(g) Tax Status; Dividends and Capital Gains
Distributions

6(h) Not Applicable

7 General Information; Sale and Redemption of
Shares

7(a) Not Applicable

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7(b) Net Asset Value

7(c)-(g) Not Applicable

8(a) Sale and Redemption of Shares

8(b)-(d) Not Applicable

9 Not Applicable

ITEM NO. OF FORM N-1A STATEMENT OF ADDITIONAL
- ---------------------- -----------------------
INFORMATION LOCATION OR CAPTION
-------------------------------

PART B
- ------

10(a) and (b) Cover Page

11 Table of Contents

12 General Information

13(a) Additional Investment Policies

13(b) Fundamental Investment Restrictions;
Non-Fundamental Investment Restrictions

13(c) Additional Investment Policies

13(d) Not Applicable

14(a)-(c) Management of MML Trust

15(a)-(b) Control Persons and Principal Holders of
Securities

15(c) Management of MML Trust

16(a)-(b), (h), (i) Management of MML Trust; Investment
Management and Other Services; Counsel

16(c)-(g) Not Applicable

17(a), (c) Brokerage Allocation

17(b), (d) and (e) Not Applicable

18(a) Capital Shares

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18(b) Not Applicable

19(a) and (b) Purchase, Redemption and Pricing of
Securities Being Offered

19(c) Not Applicable

20 Tax Status; Certain Tax and Accounting
Information

21 Not Applicable

22 Investment Performance

23 Not Applicable

PART C
- ------

Information to be included in Part C is set forth under the appropriate item so
numbered, in part C of this Registration Statement.
<PAGE>

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.

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

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.

-----------------------
<PAGE>

Table of Contents

<TABLE>
<CAPTION>
Page
----

<S> <C>
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
</TABLE>

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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

4
<PAGE>

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.

7
<PAGE>

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 37.35% 27.01% 17.74% 17.93%
- -----------------------------------------------------------------------------------------------------------------
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

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>

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 ........................................... 16
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
<PAGE>

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
<PAGE>

PART C: OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS:

Not Applicable

(B) EXHIBITS:

Exhibit 1: Registrant's Agreement and Declaration of Trust, as restated May
14, 1993 incorporated by reference to Exhibit No. 1 to Post-
Effective Amendment No. 38 to Registrant's Registration Statement
on Form N-1A (as filed with the SEC via EDGAR).

Exhibit 2: Registrant's By-Laws, as amended and restated August 6, 1993
incorporated by reference to Exhibit No. 2 to Post-Effective
Amendment No. 38 to Registrant's Registration Statement on Form N-
1A (as filed with the SEC via EDGAR).

Exhibit 3: Not Applicable.

Exhibit 4: Not Applicable.

Exhibit 5(a) Investment Management Agreement between MML Series Investment Fund
(the "Trust"), on behalf of the MML Small Cap Value Equity Fund
(the "Fund"), and Massachusetts Mutual Life Insurance Company
("MassMutual")/1/.

Exhibit 5(b) Investment Sub-Advisory Agreement between MassMutual and David L.
Babson and Company Incorporated /1/.

Exhibit 6: Not Applicable.

Exhibit 7: Not Applicable.

Exhibit 8: Custodian Agreement between the Trust, on behalf of the
Fund, and Citibank, N.A. /1/.

Exhibit 9: Not Applicable.

Exhibit 10: Opinion of counsel as to the legality of shares being
registered/1/.

Exhibit 11 (a): Consent of Ropes & Gray (see Exhibit 10).

(b): Powers of Attorney for Ronald J. Abdow, Charles J. McCarthy,
John H. Southworth, and Mary Boland incorporated by reference
to Exhibit 11(b) to Post-Effective Amendment No. 38 to
Registrant's Registration Statement on Form N-1A (as filed
with the SEC via EDGAR.

Exhibit 12: Not Applicable.

Exhibit 13: Not Applicable.

Exhibit 14: Not Applicable.

C-1
<PAGE>

Exhibit 15: Not Applicable.

Exhibit 16: Not Applicable.

Exhibit 17: Not Applicable.

Exhibit 18: Not Applicable.

/1/ Filed herewith.

ITEM 25: PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
------------------------------------------------------------

At the date of this Post-Effective Amendment, Registrant did not, directly
or indirectly, control any person.

Registrant was organized by MassMutual primarily for the purpose of
providing a vehicle for the investment of assets of various separate investment
accounts established by MassMutual and life insurance company subsidiaries of
MassMutual. The assets in such separate accounts are, under state law, assets of
the life insurance companies which have established such accounts. Thus, at any
time MassMutual and its life insurance company subsidiaries will own such
outstanding shares of Registrant's series as are purchased with separate account
assets; however, where required to do so, MassMutual and its subsidiaries will
vote such shares only in accordance with instructions received from owners of
the contracts pursuant to which sums are placed in such separate accounts.

The following entities are, or may be deemed to be, controlled by MassMutual
through the direct or indirect ownership of such entities' stock.

1. CM Assurance Company, a Connecticut life, accident, disability and health
insurer, all the stock of which is owned by MassMutual.

2. CM Benefit Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.

3. C.M. Life Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.

4. MML Bay State Life Insurance Company, a Connecticut life and health
insurer, all the stock of which is owned by MassMutual.

5. MML Distributors, LLC, formerly known as Connecticut Mutual Financial
Services, LLC, a registered broker-dealer incorporated as a limited
liability company in Connecticut. MassMutual has a 99% ownership interest
and G.R. Phelps & Co. has a 1% ownership interest therein.

6. MassMutual Holding Company, a Delaware holding company, all the stock of
which is owned by MassMutual.

7. MassMutual of Ireland, Limited, incorporated in the Republic of Ireland,
which formerly operated as a group life and health claim office for
MassMutual, all of the stock of which is owned by MassMutual.

8. MML Series Investment Fund, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares of which are
owned by separate accounts of MassMutual and companies controlled by
MassMutual.

9. MassMutual Institutional Funds, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares of which are
owned by MassMutual.

10. G.R. Phelps & Co., Inc., a Connecticut corporation which formerly operated
as a securities broker-dealer, all the stock of which is owned by
MassMutual Holding Company.

11. MML Investors Services, Inc. is a, registered broker-dealer incorporated in
Massachusetts. MassMutual Holding Company owns 86% of the capital stock and
G.R. Phelps & Co., Inc. owns 14% of the capital stock of MML Investors
Services, Inc.

C-2

<PAGE>

12. MassMutual Holding MSC, Inc., a Massachusetts corporation, which acts as a
holding company for MassMutual positions in investment entities organized
outside the United States. MassMutual Holding Company owns all the
outstanding shares of MassMutual Holding MSC, Inc.

13. MassMutual Holding Trust I, a Massachusetts business trust, which acts as a
holding company for certain MassMutual investment subsidiaries. MassMutual
Holding Company owns all the outstanding shares of MassMutual Holding
Trust I.

14. MassMutual Holding Trust II, a Massachusetts business trust, which acts as
a holding company for certain MassMutual investment subsidiaries.
MassMutual Holding Company owns all the outstanding shares of MassMutual
Holding Trust II.

15. MassMutual International, Inc., a Delaware corporation that acts as a
holding company of and provides services to international insurance
companies, all of the stock of which is owned by MassMutual Holding
Company.

16. MML Insurance Agency, Inc., a licensed insurance broker incorporated in
Massachusetts, all of the stock of which is owned by MML Investors
Services, Inc.

17. MML Securities Corporation, a "Massachusetts Securities Corporation", all
of the stock of which is owned by MML Investors Services, Inc.

18. DISA Insurance Services Agency of America, Inc. (Alabama), a licensed
insurance broker incorporated in Alabama. MML Insurance Agency, Inc. owns
all the shares of outstanding stock.

19. Diversified Insurance Services Agency of America, Inc. (Hawaii), a licensed
insurance broker incorporated in Hawaii. MML Insurance Agency, Inc. owns
all the shares of outstanding stock.

20. MML Insurance Agency of Mississippi, P.C., a Mississippi professional
corporation that operates as an insurance broker, and is controlled by MML
Insurance Agency, Inc.

21. MML Insurance Agency of Nevada, Inc., a Nevada corporation that operates as
an insurance broker, all of the stock of which is owned by MML Insurance
Agency, Inc.

22. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Ohio and operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. through a voting trust agreement.

23. MML Insurance Agency of Texas, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Texas and operates as an insurance
broker.

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<PAGE>

The outstanding capital stock is controlled by MML Insurance Agency, Inc.
through an irrevocable proxy arrangement.

24. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation which
operates as a collateralized bond obligation fund. MassMutual Holding MSC,
Inc. owns 99% of the outstanding shares.

25. MassMutual Corporate Value Limited, a Cayman Islands corporation that owns
approximately 93% of MassMutual Corporate Value Partners Limited.
MassMutual Holding MSC, Inc. owns 46.19% of the outstanding capital stock
of MassMutual Corporate Value Limited.

26 MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high yield bond fund. MassMutual Corporate Value Limited
holds an approximately 93% ownership interest in this company.

27. 9048-5434 Quebec, Inc., a Quebec corporation, which operates as the owner
of hotel property in Montreal, Quebec, Canada. MassMutual Holding MSC, Inc.
owns all the shares of 9048-5434 Quebec, Inc.

28. 1279342 Ontario Limited, an Ontario corporation, which operates as the
owner of a hotel property in Ontario, Canada. MassMutual Holding MSC, Inc.
owns all the shares of 1279342 Ontario Limited.

29. Antares Leveraged Capital Corp., a Delaware corporation that operates as a
finance company. MassMutual Holding Trust I owns approximately 99% of the
capital stock of Antares.

30. Charter Oak Capital Management, Inc., a Delaware corporation that operates
as an investment manager. MassMutual Holding Trust I owns 80% of the
capital stock of Charter Oak.

31. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity real estate
advisory corporation, all the stock of which is owned by MassMutual Holding
Trust I.

32. DLB Acquisition Corporation ("DLB") is a Delaware corporation, which serves
as a holding company for David L. Babson and Company, Incorporated.
MassMutual Holding Trust I owns 85% of the outstanding capital stock of
DLB.

33. Oppenheimer Acquisition Corporation ("OAC") is a Delaware corporation,
which serves as a holding company for OppenheimerFunds, Inc. MassMutual
Holding Trust I owns 89% of the capital stock of OAC.

34. David L. Babson and Company Incorporated, a registered investment adviser
incorporated in Massachusetts, all of the stock of which is owned by
DLB.

35. Babson Securities Corporation, a registered broker-dealer incorporated in
Massachusetts, all of the stock of which is owned by David L. Babson and
Company, Incorporated.

C-4
<PAGE>

36. Babson-Stewart-Ivory International, a Massachusetts general partnership,
which operates as a registered investment adviser. David L. Babson and
Company Incorporated holds a 50% ownership interest in the partnership.

37. Potomac Babson Incorporated, a Massachusetts corporation, is a registered
investment adviser. David L. Babson and Company Incorporated owns 60% of
the outstanding shares of Potomac Babson Incorporated.

38. OppenheimerFunds, Inc., a registered investment adviser incorporated in
Colorado, all of the stock of which is owned by OAC.

39. Centennial Asset Management Corporation, a Delaware corporation that serves
as the investment adviser and general distributor of the Centennial Funds.
OppenheimerFunds, Inc. owns all the stock of Centennial Asset Management
Corporation.

40. HarbourView Asset Management Corporation, a registered investment adviser
incorporated in New York, all the stock of which is owned by
OppenheimerFunds, Inc.

41. MultiSource Service, Inc., a registered broker-dealer incorporated in
Colorado that operates as a clearing broker, 80% of the stock of which is
owned by OppenheimerFunds, Inc.

42. OppenheimerFunds Distributor, Inc., a registered broker-dealer incorporated
in New York, all the stock of which is owned by OppenheimerFunds, Inc.

43. Oppenheimer Partnership Holdings, Inc., a Delaware holding company, all the
stock of which is owned by OppenheimerFunds, Inc.

44. Oppenheimer Real Asset Management, Inc., a commodity trading adviser
incorporated in Delaware, all the stock of which is owned by
OppenheimerFunds, Inc.

45. Shareholder Financial Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by OppenheimerFunds, Inc.

46. Shareholder Services, Inc., a transfer agent incorporated in Colorado, all
the stock of which is owned by OppenheimerFunds, Inc.

47. Centennial Capital Corporation, a Delaware corporation that formerly
sponsored a unit investment trust. Centennial Asset Management Corporation
owns all the outstanding shares of Centennial Capital Corporation.

48. Cornerstone Office Management, LLC, a Delaware limited liability company
that is 50% owned by Cornerstone Real Estate Advisers, Inc. and 50% owned
by MML Realty Management Corporation.

C-5
<PAGE>

49. Cornerstone Suburban Office Investors, LP, a Delaware limited partnership,
which operates as a real estate operating company. Cornerstone Office
Management, LLC holds a 1% general partnership interest in this fund and
MassMutual holds a 99% limited partnership interest.

50. CM Advantage, Inc., a Connecticut corporation that acts as a general
partner in real estate limited partnerships. MassMutual Holding Trust II
owns all of the outstanding stock.

51. CM International, Inc., a Delaware corporation that holds a mortgage pool
and issues collateralized mortgage obligations. MassMutual Holding Trust II
owns all the outstanding stock of CM International, Inc.

52. CM Property Management, Inc., a Connecticut real estate holding company,
all the stock of which is owned by MassMutual Holding Trust II.

53. HYP Management, Inc., a Delaware corporation which is the LLC Manager for
MassMutual High Yield Partners LLC and owns 1.28% of the LLC units of such
entity. MassMutual Holding Trust II owns all the outstanding stock of HYP
Management, Inc.

54. MMHC Investment, Inc., a Delaware corporation which is a passive investor
in MassMutual/Darby CBO LLC, MassMutual High Yield Partners LLC and other
MassMutual investments. MassMutual Holding Trust II owns all the
outstanding stock of MMHC Investment, Inc.

55. MassMutual High Yield Partners LLC, a Delaware limited liability company,
that operates as a high yield bond fund. MassMutual holds 5.28%, MMHC
Investment Inc. holds 35.99%, and HYP Management, Inc. hold 1.28% for a
total of 42.55% of the ownership interest in this company.

56. MML Realty Management Corporation, a former property manager incorporated
in Massachusetts, all the stock of which is owned by MassMutual Holding
Trust II.

57. 505 Waterford Park Limited Partnership, a Delaware limited partnership,
which holds title to an office building in Minneapolis, Minnesota. MML
Realty Management Corporation holds a 1% general partnership interest in
this partnership and MassMutual holds a 99% limited partnership interest.

58. MassMutual/Darby CBO IM Inc., a Delaware corporation which operates as the
LLC Manager of MassMutual/Darby CBO LLC. MMHC Investment, Inc. owns 50% of
the capital stock of this company.

59. MassMutual/Darby CBO LLC, a Delaware limited liability company that
operates as a fund investing in high yield debt securities of U.S. and
emerging market issuers. MassMutual holds 1.79%, MMHC Investment Inc. holds
44.91% and MassMutual High Yield Partners LLC holds 2.39% of the ownership
interest in this company.

60. Urban Properties, Inc., a Delaware real estate holding and development
company, all the stock of which is owned by MassMutual Holding Trust II.

61. Westheimer 335 Suites, Inc., was incorporated in Delaware to serve as a
general partner of the Westheimer 335 Suites Limited Partnership.
MassMutual Holding Trust II owns all the stock of Westheimer 335 Suites,
Inc.

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62. Westheimer 335 Suites Limited Partnership, a Texas limited partnership of
which Westheimer 335 Suites, Inc. is the general partner.

63. MassMutual Internacional (Argentina) S.A., an Argentine corporation, which
operates as a holding company. MassMutual International Inc. owns 99.9% of
the outstanding shares and MassMutual Holding Company owns the remaining
0.1% of the shares.

64. MassMutual Internacional (Chile) S.A., a Chilean corporation, which
operates as a holding company. MassMutual International Inc. owns 99.9% of
the outstanding shares and MassMutual Holding Company owns the remaining
0.1% of the shares.

65. MassMutual International (Bermuda) Ltd., a Bermuda life insurance company,
all of the stock of which is owned by MassMutual International Inc.

66. MassMutual International (Luxembourg) S.A., a Luxembourg corporation, which
operates as an insurance company. MassMutual International Inc. owns 99.9%
of the outstanding shares and MassMutual Holding Company owns the remaining
0.1% of the shares.

67. MassLife Seguros de Vida S.A., a life insurance company incorporated in
Argentina. MassMutual International Inc. owns 99.9% of the outstanding
capital stock of MassLife Seguros de Vida S.A.

68. MassMutual Services, S.A., an Argentine corporation, which operates as a
service company. MassMutual Internacional (Argentina) S.A. owns 99.9% of
the outstanding shares and MassMutual International, Inc. owns 0.1% of the
shares.

69. Mass Seguros de Vida S.A., a life insurance company incorporated in Chile.
MassMutual International (Chile) S.A. owns 33.5% of the outstanding capital
stock of Mass Seguros de Vida S.A.

70. Origen Inversiones S.A., a Chilean corporation which operates as a holding
company. MassMutual Internacional (Chile) S.A. holds a 33.5% ownership
interest in this corporation.

71. Compania Seguros de VidaCorp, S.A. a Chilean insurance company. Origen
Inversiones S.A. owns 99% of the outstanding shares of this company.

72. Oppenheimer Series Fund Inc., a Maryland corporation and a registered
open-end investment company of which MassMutual and its affiliates own a
majority of the outstanding shares issued by the fund.

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73. Panorama Series Fund, Inc., a registered open-end investment company
organized as a Maryland corporation. Shares of the fund are sold only to
MassMutual and its affiliates.

74. The DLB Fund Group, an open-end management investment company advised by
David L. Babson and Company Incorporated. MassMutual owns at least 25% of
several of the series of the DLB Fund Group.

MassMutual acts as the investment adviser to each of the following investment
companies, and as such may be deemed to control them.

1. MML Series Investment Fund, a registered open-end Massachusetts business
trust, all of the shares are owned by separate accounts of MassMutual and
companies controlled by MassMutual.

2. MassMutual Corporate Investors, a registered closed-end Massachusetts
business trust.

3. MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high-yield bond fund. MassMutual Corporate Value Limited
holds an approximately 93% ownership interest in this company.

4. MassMutual High Yield Partners LLC, a Delaware limited liability company,
that operates as a high yield bond fund. MassMutual holds 5.28%, MMHC
Investment Inc. holds 35.99%, and HYP Management, Inc. hold 1.28% for a
total of 42.55% of the ownership interest in this company.

5. MassMutual Institutional Funds, a registered open-end Massachusetts
business trust, all of the shares of which are owned by MassMutual.

6. MassMutual Participation Investors, a registered closed-end Massachusetts
business trust.

7. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation which
operates as a collateralized bond obligation fund. MassMutual Holding MSC,
Inc. owns 99% of the outstanding shares.

8. MassMutual/Darby CBO, LLC, a Delaware limited liability Company that
operates as a fund investing in high yield debt securities of U.S. and
emerging market issuers. Mass Mutual owns 1.79%, MMHC Investment, Inc. owns
44.91% and Mass Mutual High Yield Partners LLC owns 2.39% of the ownership
interest in this Company.

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ITEM 26: NUMBER OF HOLDERS OF SECURITIES
- -------- -------------------------------

As of the date of this Post-Effective Amendment, the number of holders of record
of each class of securities of the Fund was as follows:

Title of Class Number of Record Holders
-------------- ------------------------

Shares of
Beneficial 0
Interest

ITEM 27: INDEMNIFICATION
- -------- ---------------

Article VIII of Registrant's Agreement and Declaration of Trust provides for the
indemnification of Registrant's Trustees and officers. Registrant undertakes to
apply the indemnification provisions of its Agreement and Declaration of Trust
in a manner consistent with Securities and Exchange Commission Release No. IC-
11330 so long as the interpretation of Section 17(h) and 17(i) of the Investment
Company Act of 1940 set forth in such Release shall remain in effect and be
consistently applied.

Trustees and officers of Registrant are also indemnified by MassMutual pursuant
to its by-laws which apply to subsidiaries, including Registrant. No
indemnification is provided with respect to any liability to any entity which is
registered as an investment company under the Investment Company Act of 1940 or
to the security holders thereof, where the basis for such liability is willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of office.

MassMutual's directors' and officers' liability insurance program, which covers
Registrant's Trustees and officers, consists of two distinct coverages. The
first coverage reimburses MassMutual, subject to specified limitations, for
amounts which MassMutual is legally obligated to pay out under its
indemnification by-law, discussed above. The second coverage directly protects a
Trustee or officer of Registrant against liability shareholder derivative and
similar lawsuits which are indemnifiable under the law. There are, however,
specific acts giving rise to liability which are excluded from this coverage.
For example, no Trustee or officer is insured against personal liability for
libel or slander, acts of deliberate dishonesty, fines or penalties, illegal
personal profit or advantage at the expense of Registrant or its shareholders,
violation of employee benefit plans, regulatory statutes, and similar acts which
would traditionally run contrary to public policy and hence reimbursement by
insurance.

MassMutual's present insurance coverage has an overall limit of $60 million
annually ($15 million of which is underwritten by Continental Casualty Company
$15 million of which is underwritten by

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<PAGE>

Executive Risk Indemnity, Inc., $15 million of which is underwritten by Federal
Insurance Co. and $15 million of which is underwritten by Sargasso Mutual
Insurance Company). There is a deductible of $200,000 per claim under the
corporate coverage. There is no deductible for individual trustees or officers.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

Item 28: Business and Other Connections of the Investment Adviser
- -----------------------------------------------------------------

a. The Investment Adviser

MassMutual is the investment adviser for the Registrant. MassMutual is a mutual
life insurance company organized as a Massachusetts corporation which was
originally chartered in 1851. As a mutual life insurance company, MassMutual has
no shareholders. MassMutual's primary business is ordinary life insurance. It
also provides, directly or through its subsidiaries, a wide range of annuity and
disability products, and pension and pension-related products and services, as
well as investment services to individuals, and corporations and other
institutions, in all 50 states of the United States and the District of
Columbia. MassMutual is also licensed to transact business in Puerto Rico, and
six provinces of Canada, but has no export sales. Effective February 29, 1996,
Connecticut Mutual Life Insurance Company merged into MassMutual.

MassMutual's principal lines of business are (i) the Individual Protection
business and Individual Accumulation business, which provide life insurance
including variable and universal life insurance, annuities and disability income
insurance to individuals and small businesses; (ii) Retirement Services, which
provides group pension investment products and administrative services,
primarily to sponsors of tax qualified retirement plans; and (iii) MassMutual
Investment Management Group, which provides advisory services for MassMutual's
general investment account and separate investment

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<PAGE>

accounts, as well as for various closed-end and open-end investment companies
and external institutional clients, through its own staff and those of
Oppenheimer Funds Inc. and David L. Babson and Company, Inc., in which
MassMutual indirectly owns a controlling interest.

The directors and executive vice presidents of MassMutual, their positions and
their other business affiliations and business experience for the past two years
are listed below.

Directors

ROGER G. ACKERMAN, Director, Chairman, Human Resources Committee and Member
Board Affairs Committee

Chairman and Chief Executive Officer (since 1996), President and Chief
Operating Officer (1990-1996), Corning Incorporated (manufacturer of
specialty materials, communication equipment and consumer products), One
Riverfront Plaza, Corning, New York; Director, Dow Corning Corporation
(producer of silicone products), 2200 West Salzburg Road, Midland,
Michigan; The Pittson Company (mining and marketing of coal for electric
utility and steel industries), One Pickwick Plaza, Greenwich,
Connecticut.

JAMES R. BIRLE, Director, and Member, Auditing and Investment Committees

Chairman (since 1997), President (1994-1997) and Founder (since 1994),
Resolute Partners, LLC (private merchant bank), 2 Soundview Drive,
Greenwich, Connecticut; Director (since 1996), IKON Office Solutions
(diversified office products and technology solutions), 825 Duportail Road,
Valley Forge, Pennsylvania; Director: Drexel Industries, Inc., Connecticut
Health and Education Facilities Authority, and Transparency International;
Trustee, Villanova University; Trustee (1995-1997), The Sea Research
Foundation; Director (1991-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.

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<PAGE>

GENE CHAO, Director, Chairman, Auditing Committee and Member, Dividend Policy
Committee

Chairman, President and Chief Executive Officer, Computer Projections, Inc.
(computer graphics), 733 S.W. Vista Avenue, Portland, Oregon; Director
(since 1996), Monowave Corporation, 2171 Boyer Avenue East, Seattle,
Washington; Director (since 1997), National Captioning Institute, 1900
Gallows Road, Vienna, Virginia; Director (1990-1996), Connecticut Mutual
Life Insurance Company, 140 Garden Street, Hartford, Connecticut.

PATRICIA DIAZ DENNIS, Director and Member, Auditing and Human Resources
Committees

Senior Vice President and Assistant General Counsel, SBC Communications
Inc. (telecommunications), 175 East Houston, San Antonio, Texas; Director
(since 1997), Citadel Comunications Corp.; Trustee: Tomas Rivera Policy
Institute, and Radio and Television News Directors Foundation; Director:
National Public Radio, Reading Is Fundamental, and Foundation for Women's
Resources; Trustee (1995-1997), Federal Communications Bar Association
Foundation; Director (1995-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.

ANTHONY DOWNS, Director and Member, Auditing and Investment Committees

Senior Fellow, The Brookings Institution (non-profit policy research
center), 1775 Massachusetts Avenue, N.W., Washington, D.C.; Director (since
1998), Counselors of Real Estate, 430 N. Michigan Avenue, Chicago,
Illinois; Director: The Pittway Corporation (publications and security
equipment), 200 South Wacker Drive, Suite 700, Chicago, Illinois; National
Housing Partnerships Foundation (non-profit organization to own and manage
rental housing), 1225 Eye Street, N.W., Washington, D.C.; Bedford Property
Investors, Inc. (real estate investment trust), 3658 Mt. Diablo Boulevard,
Lafayette, California; General Growth Properties, Inc. (real estate
investment trust), 215 Keo Way, Des Moines, Iowa; NAACP Legal and
Educational Defense Fund, Inc. (civil rights organization), 99 Hudson
Street, New York, New York; Trustee: Urban Institute (public policy
research organization), 2100 M Street, N.W., Washington, D.C. and Urban
Land Institute (educational and research organization), 625 Indiana Avenue,
N.W., Washington, D.C.

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JAMES L. DUNLAP, Director, Chairman, Dividend Policy Committee and Member, Board
Affairs Committee

Vice Chairman (since 1988), President and Chief Operating Officer (1996-
1998), Ocean Energy Inc. (formerly United Meridian Corporation) (oil
exploration), 1201 Louisiana, Houston, Texas; Senior Vice President (1987-
1996), Texaco, Inc. (producer of petroleum products), 2000 Westchester
Avenue, White Plains, New York.

WILLIAM B. ELLIS, Director and Member, Dividend Policy and Investment Committees

Senior Fellow (since 1995), Yale University School of Forestry and
Environmental Studies, New Haven, Connecticut; Chairman (1983-1995) and
Chief Executive Officer (1983-1993), Northeast Utilities (electric
utility), 107 Selden Street, Berlin, Connecticut; Director, HSB Group, Inc.
(formerly known as The Hartford Steam Boiler Inspection and Insurance
Company) (property and casualty insurer), One State Street, Hartford,
Connecticut; Director (since 1996), Advest Group, Inc. (financial services
holding company), 90 State House Square, Hartford, Connecticut; Director
(since 1995), Catalytica Combustion Systems, Inc.; Director, The National
Museum of National History of the Smithsonian Institution, Washington,
D.C.; Director (1985-1996), Connecticut Mutual Life Insurance Company, 140
Garden Street, Hartford, Connecticut.

ROBERT M. FUREK, Director and Member, Dividend Policy and Auditing Committees

Chairman (since 1997), State Board of Trustees for the Hartford Public
School System, 1 State Street, Suite 2310, Hartford, Connecticut; President
(1994-1996), International Distillers and Vintners, Inc.; President and
Chief Executive Officer (1987-1996), Heublein, Inc. (beverage distributor),
450 Columbus Boulevard, Hartford, Connecticut; Partner (since 1997),
Resolute Partners LLC (private merchant bank), 2 Soundview Drive,
Greenwich, Connecticut; Director, The Dexter Corporation (producer of
specialty chemicals and papers), One Elm Street, Windsor Locks,
Connecticut; Corporator, The Bushnel Memorial, Hartford, Connecticut;
Trustee, Colby College, Mayflower Hill Drive, Waterville, Maine; Director
(1990-1996), Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.

CHARLES K. GIFFORD, Director and Member, Investment and Board Affairs Committees

Chairman and Chief Executive Officer (since 1995), and President (1989-
1996), BankBoston, N.A., Chairman (since 1998 and 1995-1996), Chief
Executive Officer (since 1995), President (1989-1996) and BankBoston
Corporation (bank holding company), 100 Federal Street, Boston,
Massachusetts; Director, Member of Audit and Compensation Committees,
Boston Edison Co. (public utility electric company), 800 Boylston Street,
Boston, Massachusetts.

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<PAGE>

WILLIAM N. GRIGGS, Director and Member, Investment and Human Resources
Committees

Managing Director, Griggs & Santow Inc. (financial consultants), 75 Wall
Street, New York, New York; Director (1990-1997), T/SF Communications, Inc.
(diversified publishing and communications company), Tulsa, Oklahoma.

GEORGE B. HARVEY, Director, and Member, Board Affairs and Dividend Policy
Committees

Retired; Chairman, President and Chief Executive Officer (1983-1996),
Pitney Bowes, Inc. (office machines manufacturer), One Elmcroft Road,
Stamford, Connecticut; Director: Merrill Lynch & Co., Inc. (financial
services holding company), 250 Vesey Street, World Financial Center, North
Tower, New York, New York; The McGraw-Hill Companies, Inc. (multimedia
publishing and information services), 1221 Avenue of the Americas, New
York, New York; Stamford Hospital, Stamford, Connecticut; Pfizer, Inc.
(pharmaceutical and health-care products), 235 East 42nd Street, New York,
New York; Director (1994-1997), The Catalyst; Member, Board of Overseers,
Wharton School of Finance, University of Pennsylvania; Director (1989-
1996), Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut

BARBARA B. HAUPTFUHRER, Director and Member, Board Affairs and Investment
Committees

Director and Member, Compensation, Nominating and Audit Committees, The
Vanguard Group of Investment Companies including among others the following
funds: Vanguard/Windsor Fund, Vanguard/Wellington Fund, Vanguard/Morgan
Growth Fund, Vanguard/Wellesley Income Fund, Vanguard/Explorer Fund,
Vanguard Municipal Bond Fund, Vanguard Fixed Income Securities Fund,
Vanguard Index Trust, Vanguard World Fund, Vanguard/Star Fund, Vanguard
Ginnie Mae Fund, Vanguard/Primecap Fund, Vanguard Convertible Securities
Fund, Vanguard Quantitative Fund, Vanguard/Trustees Commingled Equity Fund,
Vanguard/Trustees Commingled Fund-International, Vanguard Money Market
Trust, Vanguard/Windsor II, Vanguard Asset Allocation Fund and Vanguard
Equity Income Fund (principal offices, Drummers Lane, Valley Forge,
Pennsylvania); Director, Chairman of Retirement Benefits Committee and
Pension Fund Investment Review - USA and Canada and Member, Audit, Finance
and Executive Committees, The Great Atlantic & Pacific Tea Company, Inc.
(operator of retail food stores), 2 Paragon Drive, Montvale, New Jersey;
Director, Chairman of Nominating Committee and Member, Compensation
Committee, Knight-Ridder, Inc. (publisher of daily newspapers and operator
of cable television and business information systems), One Herald Plaza,
Miami, Florida; Director and Member, Compensation Committee, Raytheon
Company (electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Director and Member, Executive Committee and Chairman, Human
Resources and Independent Directors Committees, IKON Office

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Solutions (diversified office products and technology solutions), 825
Duportail Road, Valley Forge, Pennsylvania.

SHELDON B. LUBAR, Director and Member, Human Resources and Investment Committees

Chairman, Lubar & Co. Incorporated (investment management and advisory
company), Chairman and Director, The Christiana Companies, Inc. (real
estate development); Director: SLX Energy, Inc. (oil and gas exploration);
Member, Advisory Committee, Venture Capital Fund, L.P. (principal offices,
700 North Water Street, Milwaukee, Wisconsin); Director: Firstar
Corporation (bank holding company), 777 East Wisconsin Avenue, Milwaukee,
Wisconsin; Director (1982-1997), Grey Wolf Drilling Co. (contract oil and
gas drilling), 2000 Post Oak Boulevard, Houston, Texas; Director: Marshall
Erdman and Associates, Inc. (design, engineering, and construction firm),
5117 University Avenue, Madison, Wisconsin; MGIC Investment Corporation
(investment company), MGIC Plaza, 111 E. Kilbourn Avenue, Milwaukee,
Wisconsin; Ameritech, Inc. (regional holding company for telephone
companies), 30 South Wacker Drive, Chicago, Illinois; EVI, Inc., 5 Post Oak
Park, Houston, Texas; Director (since 1997), Jefferies & Co. (financial
services), 11100 Santa Monica Boulevard, Los Angeles, California; Director
(1984-1998), Firstar Bank, 777 East Wisconsin Avenue, Milwaukee Wisconsin.

WILLIAM B. MARX, JR., Director and Member, Dividend Policy and Board Affairs
Committees

Retired; Consultant (1996-1997); Senior Executive Vice President (1996),
Lucent Technologies, Inc. (public telecommunications systems and software),
600 Mountain Road, Murray Hill, New Jersey; Director (since 1996),
California Microwave, Inc., Redwood City, California; Member, National
Board of Directors, Junior Achievement, Colorado Springs, Colorado; Member
(since 1996), Advisory Council, Graduate School of Business, Stanford
University, Stanford, California; Chairman, Executive Committee (since
1996), National Minority Supplier Development Council, Inc., 15 West 39th
Street, New York, New York.

JOHN F. MAYPOLE, Director and Member, Board Affairs and Human Resources
Committees

Managing Partner, Peach State Real Estate Holding Company (real estate
investment company), P.O. Box 1223, Toccoa, Georgia; Consultant to
institutional investors; Co-owner of family businesses (including Maypole
Chevrolet-Geo, Inc. and South Georgia Car Rentals, Inc.); Director (since
1996), Coating Technologies International; Director, Chairman, Audit
Committee and Member, Finance Committee and Executive Committee, Bell
Atlantic Corporation (telecommunications), 1717 Arch Street, Philadelphia,
Pennsylvania; Director (since 1996), TCX International, Inc.; Chairman
(1997) Director (1992-1997).

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Briggs Industries, Inc. (plumbing fixtures), 4350 W. Cypress Street, Tampa,
Florida; Director (1989-1997), Blodgett Corporation; Director, Chairman,
Compensation Committee and Member, Audit Committee, Dan River, Inc.
(textile manufacturer), 2291 Memorial Drive, Danville, Virginia; Director,
Davies, Turner & Co.; Director, (1987-1996), Igloo Corporation
(portable coolers), 1001 W. Sam Houston Parkway North, Houston, Texas;
Director (1989-1996), Connecticut Mutual Life Insurance Company, 140 Garden
Street, Hartford, Connecticut.

JOHN J. PAJAK, President, Chief Operating Officer, Director and Member, Dividend
Policy and Investment Committees

President, Director and Chief Operating Officer (since 1996), Vice Chairman
and Chief Administrative Officer (1996), Executive Vice President (1987-
1996) of MassMutual; Director, MassMutual Holding Company (wholly-owned
holding company subsidiary of MassMutual); Trustee (since 1996), MassMutual
Holding Trust I (wholly-owned holding company subsidiary of MassMutual
Holding Company); Director (since 1996), MassMutual International Inc.
(wholly-owned subsidiary of MassMutual Holding Company to act as service
provider for international insurance companies); DLB Acquisition
Corporation (holding Company for investment advisers) and Oppenheimer
Acquisition Corporation (parent of OppenheimerFunds Inc., an investment
management company); (principal offices, 1295 State Street, Springfield,
Massachusetts); Trustee, Sisters of Providence Health System (operator of
hospitals), 146 Chestnut Street, Sringfield, Massachusetts.

THOMAS B. WHEELER, Chairman, Chief Executive Officer, Chairman, Investment
Committee and Member, Dividend Policy and Board Affairs Committees

Chairman (since 1996), Chief Executive Officer (since 1988), and President
(1987-1996) of MassMutual; Chairman (since 1996), MassMutual Holding Trust
I (wholly-owned holding company subsidiary of MassMutual Holding Company);
MassMutual International Inc. (wholly-owned subsidiary of MassMutual
Holding Company to act as service provider for international insurance
companies); Chairman and

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Chief Executive Officer, DLB Acquisition Corporation (holding company for
investment advisers); Chairman and Director, Oppenheimer Acquisition Corp.
(parent of OppenheimerFunds, Inc., an investment management company),
(principal offices, 1295 State Street, Springfield, Massachusetts);
Director, BankBoston N.A. and BankBoston Corporation (bank holding
company), 100 Federal Street, Boston, Massachusetts; Member, Executive
Committee, Massachusetts Capital Resources Company, 545 Boylston Street,
Boston, Massachusetts; Director, Textron, Inc. (diversified manufacturing
company), 40 Westminster Street, Providence, Rhode Island.

ALFRED M. ZEIEN, Director, Chairman, Board Affairs Committee and Member, Human
Resources Committee

Chairman and Chief Executive Officer, The Gillette Company (manufacturer of
personal care products), Prudential Tower Building, Boston, Massachusetts;
Director: Polaroid Corporation (manufacturer of photographic products), 549
Technology Square, Cambridge, Massachusetts; BankBoston Corporation
(bank holding company), 100 Federal Street, Boston, Massachusetts; and
Raytheon Corporation (electronics manufacturer), 141 Spring Street,
Lexington, Massachusetts; Trustee (1984-1997), University Hospital of
Boston, Massachusetts; Trustee, Marine Biology Laboratory and Woods Hole
Oceanographic Institute, Woods Hole, Massachusetts; Director (1981-1996),
Repligen Corporation (biotechnology), One Kendall Square, Cambridge,
Massachusetts.

Executive Vice Presidents

LAWRENCE V. BURKETT, JR., Executive Vice President and General Counsel

Executive Vice President and General Counsel of MassMutual; President,
Chief Executive Officer and Director (since 1996), CM Assurance Company, CM
Benefit Insurance Company, C.M. Life Insurance Company and MML Bay State
Life Insurance Company (wholly-owned insurance company subsidiaries of
MassMutual); Director (since 1996), MassMutual Holding MSC, Inc. and
Trustee (since 1996), MassMutual Holding Trust I and MassMutual Holding
Trust II (wholly-owned holding company subsidiaries of MassMutual Holding
Company); Director (since 1996): MassMutual International Inc. (wholly-
owned subsidiary of MassMutual Holding Company to act as service provider
for international insurance companies); G.R. Phelps, Inc. (wholly-owned
broker-dealer subsidiary of MassMutual Holding Company); CM Advantage
Inc.(wholly-owned subsidiary of MassMutual Holding Trust II to act as
general partner in real estate

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limited partnerships); Director, MassMutual Holding Company (wholly-owned
holding company subsidiary of MassMutual); (principal offices, 1295 State
Street, Springfield, Massachusetts); Chairman and Director (since 1996),
MML Investors Services, Inc. (wholly-owned broker-dealer subsidiary of
MassMutual Holding Company); Director (since 1997) MML Securities
Corporation (a wholly-owned subsidiary of MML Investors Services, Inc. that
is a "Massachusetts Securities Corporation"); (principal offices, 1414 Main
Street, Springfield, Massachusetts); Director, Cornerstone Real Estate
Advisers, Inc. (wholly-owned real estate investment adviser subsidiary of
MassMutual Holding Company), One Financial Plaza, Suite 1700, Hartford,
Connecticut; Chairman (since 1997), Vice President (since 1996) and
Director, Sargasso Mutual Insurance Co., Ltd., Victoria Hall, Victoria
Street, Hamilton, Bermuda; Director, MassMutual of Ireland, Ltd. (wholly-
owned subsidiary of MassMutual that formerly provided group insurance claim
services), One Earlsfort Centre, Hatch Street, Dublin, Ireland; Director,
MassMutual International (Bermuda) Ltd. (wholly-owned subsidiary of
MassMutual Holding Company that distributes variable insurance products in
overseas markets) (principal offices, 41 Cedar Avenue, Hamilton, Bermuda).

PETER J. DABOUL, Executive Vice President

Executive Vice President (since 1997), Senior Vice President (1990-1997) of
MassMutual, 1295 State Street, Springfield, Massachusetts.

JOHN B. DAVIES, Executive Vice President

Executive Vice President of MassMutual; Director (since 1996), CM Assurance
Company, CM Benefit Insurance Company, C.M. Life Insurance Company and MML
Bay State Life Insurance Company (wholly-owned insurance company
subsidiaries of MassMutual); Director (since 1996), MassMutual Holding MSC,
Inc. and Trustee (since 1996), MassMutual Holding Trust II (wholly-owned
holding company subsidiaries of MassMutual Holding Company) (principal
offices, 1295 State Street, Springfield, Massachusetts); Director:
Cornerstone Real Estate Advisers, Inc. (wholly-owned real estate investment
adviser subsidiary of MassMutual Holding Company), One Financial Plaza,
Suite 1700, Hartford, Connecticut; and Life Underwriter Training Council,
7625 Wisconsin Avenue, Bethesda, Maryland; Director, MML Investors
Services, Inc. (wholly-owned broker-dealer subsidiary of MassMutual Holding
Company); Director and Chairman (1994-1997), MML Insurance Agency, Inc.
(wholly-owned subsidiary of MML Investors Services, Inc.); Director (1994-
1997), MML Insurance Agency of Ohio, Inc. (subsidiary of MML Insurance
Agency, Inc.); Director (1995-1997), MML Insurance Agency of Nevada, Inc.
(subsidiary of MML Insurance Agency, Inc.); Director (1996-1997): MML
Insurance Agency of Mississippi, P.C., DISA Insurance Services of America,
Inc. (Alabama), and Diversified Insurance Services of America, Inc.
(Hawaii) (subsidiaries of MML Insurance Agency, Inc.) (principal offices,
1414 Main Street, Springfield, Massachusetts).

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DANIEL J. FITZGERALD, Executive Vice President

Executive Vice President (since 1994), Corporate Financial Operations
(1994-1997)of MassMutual; Director (since 1996), President and Chief
Executive Officer (since 1997) MassMutual International Inc. (wholly-owned
subsidiary of MassMutual Holding Company to act as service provider for
international insurance companies) (principal offices, 1295 State Street,
Springfield, Massachusetts); Director, MassMutual of Ireland, Ltd. (wholly-
owned subsidiary of MassMutual that formerly provided group insurance claim
services), One Earlsfort Centre, Hatch Street, Dublin, Ireland.

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JAMES E. MILLER, Executive Vice President

Executive Vice President (since 1997 and 1987-1996) of MassMutual, 1295
State Street, Springfield, Massachusetts; Senior Vice President (1996-
1997), UniCare Life & Health Insurance Company, Springfield, Massachusetts.

JOHN V. MURPHY, Executive Vice President

Executive Vice President (since 1997) of MassMutual, 1295 State Street,
Springfield, Massachusetts; Executive Vice President, Director and Chief
Operating Officer (1995-1997), David L. Babson and Company Incorporated
(wholly-owned investment advisory subsidiary of DLB Acquisition
Corporation); Chief Operating Officer (1993-1996), Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of DLB
Acquisition Corporation), (principal offices, One Memorial Drive,
Cambridge, Massachusetts); Senior Vice President and Director (1995-1997),
Potomac Babson Incorporated (investment advisory subsidiary of David L.
Babson and Company Incorporated), New York, New York; Director
and Senior Vice President (1995-1997), DLB Acquisition Corporation (holding
company for investment advisers); Director (since 1997), Oppenheimer
Acquisition Corporation (parent of OppenheimerFunds Inc., an investment
management company); Trustee (since 1997), MassMutual Institutional Funds
(open-end investment company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Director 1989-1998, Emerald Isle Bancorp and
Hibernia Savings Bank (wholly-owned subsidiary of Emerald Isle Bancorp) 730
Hancock Street, Quincy, Massachusetts.

GARY E. WENDLANDT, Executive Vice President and Chief Investment Officer

Chief Investment Officer and Executive Vice President of MassMutual;
Chairman and Trustee: MassMutual Corporate Investors and MassMutual
Participation Investors (closed-end investment companies); MML Series
Investment Fund (open-end investment company); Chairman, Chief Executive
Officer and Member, Investment Pricing Committee, MassMutual Institutional
Funds (open-end investment company); Advisory Board Member (since 1996),
MassMutual High Yield Partners LLC (high yield bond fund); Chairman (since
1996) and President (since 1997), MassMutual Holding MSC, Inc. and
MassMutual Holding Trust II (wholly-owned holding company subsidiaries of
MassMutual Holding Company); Chairman (since 1996) HYP Management, Inc.
(wholly-owned subsidiary of MassMutual Holding Trust II to act as managing
member of MassMutual High Yield Partners LLC); and MMHC Investment, Inc.
(wholly-owned subsidiary of MassMutual Holding Trust II); President and
Trustee (since 1996), MassMutual Holding Trust I (wholly-owned holding
company subsidiary of MassMutual Holding Company); Vice Chairman and
Director (since 1996), MassMutual International Inc. (wholly-owned
subsidiary of MassMutual Holding Company to act as service provider for
international insurance companies); Director (since 1996), MassMutual
International (Chile) S.A. and CM Advantage Inc. (wholly-owned subsidiary
of MassMutual Holding Trust II to act as general partner in real estate
limited partnerships); President and Director, DLB Acquisition Corporation
(holding company for investment advisers) and Director, Oppenheimer
Acquisition Corporation (parent of OppenheimerFunds Inc., an investment
management company); Chairman, Chief Executive Officer, President and
Director, MassMutual Holding Company (wholly-owned holding company
subsidiary of MassMutual); Chairman and Director, MML Realty Management
Corporation (wholly-owned real estate management subsidiary of MassMutual
Holding Company) (principal offices, 1295 State Street, Springfield,
Massachusetts);

C-20
<PAGE>

Chairman and Member, Executive Auditing and Compensation Committees,
Cornerstone Real Estate Advisers, Inc. (wholly-owned real estate investment
advisory subsidiary of MassMutual Holding Trust I), One Financial Plaza,
Suite 1700, Hartford, Connecticut; Supervisory Director, MassMutual/Carlson
CBO N.V. (collateralized bond fund), 14 John Gorsiraweg, Willemstad,
Curacao, Netherlands Antilles; Director: Merrill Lynch Derivative Products,
Inc., World Financial Center, North Tower, New York, New York; MassMutual
Corporate Value Partners Limited (investor in debt and equity securities)
and MassMutual Corporate Value Limited (parent of MassMutual Corporate
Value Partners Limited) (principal offices, c/o BankAmerica Trust and
Banking Corporation, Box 1092, George Town, Grand Cayman, Cayman Islands,
British West Indies); Mass Seguros de Vida, S.A., Huerfanos No. 770,
Santiago, Chile; President and Director, MassMutual International (Bermuda)
Ltd. (wholly-owned subsidiary of MassMutual Holding Company that
distributes variable insurance products in overseas markets), 41 Cedar
Avenue, Hamilton, Bermuda; Chairman (since 1996), Anatares Leveraged
Capital Corp. (finance company), Chicago, Illinois.

JOSEPH M. ZUBRETSKY, Executive Vice President And Chief Financial Officer

Executive Vice President and Chief Financial Officer (since 1997) of
MassMutual, 1295 State Street, Springfield, Massachusetts; Chief Financial
Officer (1996-1997), Healthsource, Hooksett, New Hampshire; Partner (1990-
1996), Coopers & Lybrand LLP (certified public accountants), Hartford,
Connecticut; Director (since 1997): Antares Leverage Capital Corp. (finance
company), Chicago, Illinois; DLB Acquisition Corporation (holding company
for investment adviser); Oppenheimer Acquisition Corporation (parent of
OppenheimerFunds, Inc., an investment management company); MassMutual
Holding Company (wholly-owned holding company subsidiary of MassMutual);
MassMutual Holding MSC, Inc. (wholly owned holding company subsidiary of
MassMutual Holding Company); MassMutual International, Inc. (wholly-owned
subsidiary of MassMutual Holding Company to act as service provider for
international insurance companies); Trustee (since 1997), MassMutual
Holding Trust I and MassMutual Holding Trust II (wholly-owned holding
company subsidiaries of MassMutual Holding Company) (principal offices,
1295 State Street, Springfield, Massachusetts).

b. The Investment Sub-Adviser

C-21

David L. Babson and Company Incorporated

The directors and executive officers of David L. Babson and Company
Incorporated, their positions and their other business affiliations and business
experience for the past two years are as follows:

<PAGE>

Directors and Executive Officers

HANI K. FINDAKLY, Director

Director (since 1996), David L. Babson and Company Inc., One Memorial Drive,
Cambridge, Massachusetts; President (since 1996), Potomac Babson Inc.
(registered investment adviser), 1290 Avenue of the Americas, New York, New
York; President (1989-1995), Potomac Capital, Inc. (registered investment
adviser), 1290 Avenue of the Americas, New York, New York.

RONALD E. GWOZDZ, Director and Executive Vice President

Director (since 1995), Executive Vice President (since 1996) and Senior Vice
President (1991-1996), David L. Babson and Company Inc., One Memorial Drive,
Cambridge, Massachusetts.

JAMES W. MACALLEN, Director, President and Chief Executive Officer

Director, President and Chief Executive Officer (since 1998) and Executive Vice
President (1996-1998), David L. Babson and Company Inc., One Memorial Drive,
Cambridge, Massachusetts; Senior Vice President (1996), Concert Capital
Management, Inc. (former investment advisory subsidiary of DLB Acquisition
Corporation), One Memorial Drive, Cambridge, Massachusetts; Principal (1994-
1995), Hagler, Mastrovita & Hewitt (investment counsel), 225 Franklin Street,
Boston, Massachusetts.

EDWARD L. MARTIN, Director and Executive Vice President

Director (since 1990), Executive Vice President (since 1995) and Senior Vice
President (1988-1995), David L. Babson and Company Inc., One Memorial Drive,
Cambridge, Massachusetts; Director and Senior Vice President (since 1996),
Potomac Babson Inc. (registered investment adviser), 1290 Avenue of the
Americas, New York, New York.

PETER C. SCHLIEMANN, Director and Executive Vice President

Executive Vice President (since 1992), Senior Vice President (1984-1992) and
Director (since 1982), David L. Babson and Company Inc., One Memorial Drive,
Cambridge, Massachusetts; Director (1996), Concert Capital Management, Inc.
(former investment advisory subsidiary of DLB Acquisition Corporation), One
Memorial Drive, Cambridge, Massachusetts.

FRANK L. TARANTINO, Senior Vice President, Clerk and Chief Operating Officer

Senior Vice President, Clerk and Chief Operating Officer (since 1997), David L.
Babson and Company Inc., One Memorial Drive, Cambridge, Massachusetts;
President (1993-1997), Liberty Securities Corporation (broker-dealer), 600
Atlantic Avenue, Boston, Massachusetts.

PETER C. THOMPSON, Director and Chairman

C-22
<PAGE>

Director (since 1977) and Chairman (since 1998) and President (until 1988),
David L. Babson and Company Inc., One Memorial Drive, Cambridge, Massachusetts.;
Director (1996), Concert Capital Management, Inc. (former investment advisory
subsidiary of DLB Acquisition Corporation), One Memorial Drive, Cambridge,
Massachusetts; Director (since 1996), Potomac Babson Inc. (registered investment
adviser) 1290 Avenue of the Americas, New York, New York.

JONATHAN B. TREAT, Director and Senior Vice President

Director and Senior Vice President (since 1992), David L. Babson and Company
Inc., One Memorial Drive, Cambridge, Massachusetts.

ROLAND W. WHITRIDGE, Director and Senior Vice President

Director (since 1990) and Senior Vice President (since 1992), David L. Babson
and Company Inc., One Memorial Drive, Cambridge, Massachusetts.

C-23
<PAGE>

ITEM 29: PRINCIPAL UNDERWRITERS
- -------- ----------------------

Not Applicable.

ITEM 30: LOCATION OF ACCOUNTS AND RECORDS
- -------- --------------------------------

(Declaration of Trust and Bylaws)
MML Series Investment Fund
1295 State Street
Springfield, Massachusetts 01111

(With respect to its services as Advisor)
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111

(With respect to its services as Sub-Advisor)
David L. Babson and Company Incorporated
One Memorial Drive
Cambridge, Massachusetts 02142

(With respect to its services as Custodian)
Citibank, N.A.
111 Wall Street
New York, New York 10005

(With respect to its service as Counsel)
Ropes & Gray
One International Place
Boston, Massachusetts

ITEM 31: MANAGEMENT SERVICES
- -------- -------------------

Not Applicable.
- ---------------

ITEM 32: UNDERTAKINGS
- -------- ------------

Not Applicable

C-24
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, Registrant certifies that it has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Springfield
and in The Commonwealth of Massachusetts on the 29th day of May, 1998. The
Registrant certifies that this Post-Effective Amendment meets the requirement
for effectiveness pursuant to Rule 485(b) under the Securities Act of 1933.

MML SERIES INVESTMENT FUND

By: /s/ Raymond B. Woolson
---------------------------------------------
Raymond B. Woolson
Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities indicated and on this 29th day of May, 1998.

SIGNATURE TITLE
--------- -----

/s/ Gary E. Wendlandt Chairman & Trustee
--------------------------
Gary E. Wendlandt

/s/ Richard G. Dooley Trustee
--------------------------
Richard G. Dooley

* Trustee
---------------------------
Mary E. Boland

* Trustee
---------------------------
Ronald J. Abdow

Trustee
---------------------------
F. William Marshall, Jr.

* Trustee
---------------------------
Charles J. McCarthy

* Trustee
---------------------------
John H. Southworth

/s/ Stuart H. Reese President
---------------------------
Stuart H. Reese

/s/ Raymond B. Woolson Vice President and
---------------------------- Chief Financial Officer
Raymond B. Woolson (Principal Financial Officer)

/s/ James T. Birchall Comptroller
----------------------------
James T. Birchall

*By:/s/ Stephen L. Kuhn
-------------------
Stephen L. Kuhn
Attorney-in-Fact

NOTICE

THE NAME MML SERIES INVESTMENT FUND IS THE DESIGNATION OF THE TRUSTEES 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 OF THE TRUSTEES,
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.

C-25

<PAGE>

INDEX TO EXHIBITS

EXHIBIT NO. TITLE OF EXHIBIT
- ----------- ----------------

5A Investment Management Agreement

5B Investment Sub-Advisory Agreement

8 Custodian Agreement

10 Opinion of Counsel

C-26

<PAGE>

Exhibit 5(a)

INVESTMENT MANAGEMENT AGREEMENT

This INVESTMENT MANAGEMENT AGREEMENT (the "Agreement"), dated May 29, 1998 by
and between MML SERIES INVESTMENT FUND (the "Trust") on behalf of MML SMALL CAP
VALUE EQUITY FUND (the "Fund") and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(the "Adviser").

WHEREAS, the Trust, on behalf of the Fund, and the Adviser wish to enter into
an investment management agreement whereby the Adviser will (1) perform certain
investment management services for the Fund, (2) perform administrative
functions relating to the Fund, and (3) assume certain expenses of the Fund;

NOW, THEREFORE, in consideration of the covenants and mutual promises of the
parties made to each other, it is hereby covenanted and agreed as follows:

1. INVESTMENT MANAGEMENT SERVICES TO BE RENDERED TO THE FUND. The Fund hereby
---------------------------------------------------------
engages the Adviser to act as investment manager for and to manage the
investment and reinvestment of the assets of the Fund, subject to such
general or specific instructions as may be given by the Board of Trustees of
the Trust. The Adviser hereby agrees, at its own expense, to render the
services and to assume the obligations of investment manager.

2. SUB-ADVISORY AGREEMENTS. The Adviser may enter into sub-advisory
-----------------------
agreements with persons ("Sub-Advisers") pursuant to which the Adviser
delegates any or all of its functions hereunder to one or more Sub-Advisers
provided that a majority of the Trust's Board of Trustees, that are not
interested persons of the Trust or the Adviser, approve the agreement and
provided further, that, to the extent required by the Investment Company Act
of 1940, as amended, and the rules and regulations thereunder, a majority of
the outstanding voting shares of the Fund must also approve the agreement.
The Adviser shall pay all compensation of any such Sub-Advisers and will have
the right to terminate the services of any Sub-Adviser at any time on no more
than 60 days' notice, subject to the approval of the Board of Trustees, and
thereupon shall at such time assume the responsibilities of such Sub-Adviser
unless and until a successor Sub-Adviser is selected.

3. ADMINISTRATIVE SERVICES TO BE PROVIDED AND EXPENSES TO BE ASSUMED BY THE
------------------------------------------------------------------------
ADVISER. Until the termination of the employment of the Adviser as investment
-------
manager for the Fund, the Adviser will provide, or provide for, all services
required for the administration of the Trust and the Fund, and will assume
all expenses of the Trust and the Fund other than those expenses referred to
in the following paragraph.

The Adviser shall not be obligated to pay and the Fund or the Trust shall
pay: (1) taxes and corporate fees payable to governmental agencies; (2)
brokerage commissions (which may be higher than other brokers would charge if
paid to a broker which provides brokerage and research services to the
Adviser for use in providing investment advice and management to the Fund and
other accounts over which the Adviser exercises investment discretion) and
other capital items payable in connection with the purchase or sale of the
Fund's investments;
<PAGE>

(3) interest on account of any borrowings by the Fund; (4) fees and expenses
of the Trust's Trustees who are not interested persons (as defined in the
Investment Company Act of 1940) of the Adviser or of the Trust; (5) fees and
expenses of the Trust's Advisory Board members, if any; and (6) fees payable
to the Trust's certified independent public accountants. The words "brokerage
and research services" shall have the meaning given in the Securities
Exchange Act of 1934 and the Rules and Regulations thereunder.

In placing portfolio transactions for the Fund, the Adviser will follow such
practices as may from time to time be set forth in the Trust's most recent
prospectus or specified by its Board of Trustees.

4. COMPENSATION TO BE PAID BY THE FUND TO THE ADVISER. For the services
--------------------------------------------------
rendered hereunder, the Fund shall pay to the Adviser as of the last day of
each calendar quarter a fee at the annual rate of:

0.65% of the first $100 million of average daily net asset value of the
Fund;

0.60% of the next $200 million of average daily net asset value;

0.55% of the next $200 million of average daily net asset value; and

0.50% of the average daily net asset value over $500 million,

determined as of 4:00 p.m. Eastern Time (or at such other time as the Board
of Trustees may establish) on each day the Exchange is open for trading.

5. SERVICES OF THE ADVISER TO THE TRUST AND THE FUND NOT EXCLUSIVE. The
---------------------------------------------------------------
services of the Adviser to the Trust and the Fund under this Agreement are
not to be deemed exclusive and the Adviser shall be free to render similar
services to others.

6. USE OF NAME BY THE TRUST AND THE FUND. The Trust and the Fund recognize
-------------------------------------
the Adviser's control of the initials "MML" and agrees that its right to use
these initials is non-exclusive and can be terminated by the Adviser at any
time. The use of such initials will automatically be terminated if at any
time the Adviser or a wholly-owned subsidiary of the Adviser ceases to be
investment manager for the Fund. If, at any time, the use of the initials
"MML" is terminated, the continuance of this Agreement will be submitted to
shareholders of the Fund at a meeting specifically called for that purpose.

7. INTERESTED AND AFFILIATED PERSONS. It is understood that members of the
---------------------------------
Board of Trustees, members of the Advisory Board, officers, employees or
agents of the Trust or the Fund may also be directors, officers, employees or
agents of the Adviser, and that the Adviser, its directors, officers,
employees or agents maybe interested in the Fund as shareholders or
otherwise.

2
<PAGE>

8. RECORDS AND CONFIDENTIALITY. All records pertaining to the operation and
---------------------------
administration of the Trust and the Fund (whether prepared by the Adviser or
supplied to the Adviser by the Trust or the Fund) are the property and
subject to the control of the Trust. In the event of the termination of this
agreement, all such records in the possession of the Adviser shall be
promptly turned over to the Trust free from any claim or retention of rights.
All such records shall be deemed to be confidential in nature and the Adviser
shall not disclose or use any records or information obtained pursuant to
this Agreement in any manner whatsoever except as expressly authorized by the
Trust or as required by federal or state regulatory authorities. The Adviser
shall submit to all regulatory and administrative bodies having jurisdiction
over the operations of the Adviser or the Trust, present or future, any
information, reports or other material obtained pursuant to this Agreement
which any such body may request or require pursuant to applicable laws or
regulations.

9. LIABILITY REGARDING INVESTMENT MANAGEMENT. In the absence of willful
-----------------------------------------
misfeasance, bad faith or gross negligence in the performance of its
obligations and duties under this Agreement, or of reckless disregard of such
obligations and duties, neither the Adviser nor any of its officers,
directors, employees or agents shall be subject to liability for any act or
omission in the course of, or connected with, rendering services or
performing its obligations hereunder.

10. TERMINATION AND AMENDMENT. This Agreement is effective as of May 29, 1998
-------------------------
and will continue in effect from year to year after the date hereof as long
as it is specifically approved at least annually by vote of the Board of
Trustees of the Trust including the vote of a majority of such Trustees who
are not interested persons (as defined in the Investment Company Act of 1940,
as amended) of the Adviser or of the Fund; provided, however, that (1) this
Agreement may at any time be terminated by the Trust on 60 days' written
notice to the Adviser without the payment of any penalty either by vote of
the Board of Trustees of the Trust or by the vote of a majority of the
outstanding shares of the Fund (as defined in the Investment Company Act of
1940, as amended); (2) this Agreement shall immediately terminate in the
event of its assignment (within the meaning of the Investment Company Act of
1940, as amended); and (3) this Agreement may be terminated by the Adviser on
60 days' written notice to the Trust without the payment of any penalty. Any
notice under this Agreement shall be given in writing, addressed and
delivered, or mailed postpaid, to the other party at the principal office of
such party.

This Agreement may be amended at any time by mutual consent of the parties,
provided that such consent on the part of the Fund shall have been approved
at a meeting by the vote of a majority of the outstanding shares of the Fund,
if such approval is required by the Investment Company Act of 1940, as
amended, or the rules and regulations thereunder, and by the vote of a
majority of the Trustees of the Trust who are not interested persons of the
Trust or interested persons of the Adviser.

3
<PAGE>

11. OBLIGATION OF THE TRUST. A copy of the Agreement and Declaration of Trust
-----------------------
of the Trust is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this agreement is executed on
behalf of the Trustees as Trustees of the Trust and not individually, and
that the obligations of this agreement are not binding upon any of the
Trustees or shareholders individually, but are binding only upon the assets
and property of the relevant series of the of the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.

MML SERIES INVESTMENT FUND
on behalf of MML Small Cap Value Equity Fund

BY: -------------------------------

ITS: -------------------------------

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY

BY: -------------------------------

ITS: -------------------------------

<PAGE>

Exhibit 5(b)

INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
AND DAVID L. BABSON AND COMPANY INC.

Regarding MML Series Investment Fund -- The MML Small Cap Value Equity Fund
---------------------------------------------------------------------------

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the "Agreement") is by and between
Massachusetts Mutual Life Insurance Company, a mutual life insurance company
organized under the laws of The Commonwealth of Massachusetts (hereinafter
"MassMutual"), and David L. Babson and Company Incorporated, a corporation
organized under the laws of The Commonwealth of Massachusetts (hereinafter
"DLB") and a registered investment adviser under the Investment Advisers Act of
1940, as amended. This Agreement is effective as of May 29, 1998.

WHEREAS, MassMutual has entered into an investment management agreement with MML
Series Investment Fund (the "Trust") on behalf of MML Small Cap Value Equity
Fund (the "Fund"), dated as of May 29, 1998 (the "Management Agreement").
Pursuant to the Management Agreement, MassMutual is responsible for providing
investment management services to the Fund;

WHEREAS, MassMutual desires to appoint DLB as its investment sub-adviser for the
Fund and DLB is willing to act in such capacity; and

WHEREAS, MassMutual, as the sole shareholder of the Fund, approved this
Agreement on May 29, 1998.

NOW, THEREFORE, MassMutual and DLB hereby agree as follows:

SECTION 1--INVESTMENT ADVISORY SERVICES:
- ----------------------------------------

MassMutual hereby employs DLB and DLB hereby undertakes to act as the investment
sub-adviser to the Fund and to provide the investment advisory, accounting and
other services as are specifically hereinafter set forth. DLB shall, subject to
the direction and supervision of the Trust's Board of Trustees, provide a
continuing and suitable investment program for the Fund in accordance with the
respective investment objectives and policies of the Fund. In the performance of
its duties hereunder, DLB will, at its expense:

(A) manage the investment and reinvestment of the assets of the Fund;

(B) supervise and monitor the investment program of the Fund, including
portfolio composition and identification of securities to be purchased or
sold;

(C) arrange, subject to the provisions of Section 10 hereof, for the
purchase and sale of securities for the Fund;
<PAGE>

(D) furnish to MassMutual such statistical information regarding the Fund's
investments which the Fund may hold or contemplate purchasing, as MassMutual
or the Fund may reasonably request;

(E) at the request of the Trust's Board of Trustees (the "Board of
Trustees") or its designee, prepare and present written reports concerning
the performance of the Fund;

(F) take appropriate steps to keep MassMutual informed of important
developments materially affecting the investment performance of the Fund;

(G) notify MassMutual in writing immediately of any change in DLB's status
as a registered investment adviser under federal law;

(H) make available to MassMutual on an as-needed basis (but no less
frequently than quarterly), information in its possession necessary to
prepare annual, semi-annual and quarterly statements of portfolio holdings;

(I) make available to MassMutual information in its possession necessary to
prepare tax returns, as well as reports to and filings with the Securities
and Exchange Commission, state insurance authorities, state corporation
authorities and/or state "Blue Sky" authorities;

(J) agree to provide or contract for calculations of the Fund's net
asset value and each unit value derived therefrom (if any) as a result of
different asset charges daily or at such lesser frequency as MassMutual may
request, and to have the party responsible for calculating such unit values,
if different than MassMutual, advise MassMutual of such unit values no later
than 6:00 p.m. eastern time on each valuation day;

(K) regularly make reports regarding the Fund's performance at meetings of
the Board of Trustees;

(L) attend periodic meetings of MassMutual's General Agents or other
significant special events upon reasonable request, at which meetings DLB
shall present reports on such aspects of its performance as MassMutual shall
request;

(M) make available its SEC Form ADV, Parts I and II, and other licensing
forms to MassMutual upon request; and

(N) as directed by MassMutual, vote all proxies solicited by or with respect
to the equity securities held by the Fund in accordance with DLB's Statement
of Policy and Procedures Regarding the Voting of Securities, a copy of which
shall be provided at least annually to MassMutual.

2
<PAGE>

Section 2--Standard of Care:
- ----------------------------

DLB agrees to exercise its best judgment, effort, advice, and recommendations in
rendering its services and shall, at all times conform to, and use its best
efforts to enable the Fund to conform to:

(A) the provisions of the Investment Company Act of 1940, as amended, the
Investment Advisers Act of 1940, as amended, and any rules or regulations
thereunder;

(B) any other applicable provisions of state or federal law;

(C) the provisions of the Agreement and Declaration of Trust and Bylaws of
the Trust, as amended from time to time (collectively referred to as the
"Trust Documents");

(D) policies and determinations of the Board of Trustees of the Trust and
MassMutual;

(E) the fundamental and non-fundamental policies and investment restrictions
of the Fund as reflected in the Trust's registration statement under the
Investment Company Act of 1940, as amended, or as such policies may, from
time to time, be amended by the Fund's shareholders; and

(F) the Prospectus and Statement of Additional Information of the Fund in
effect from time to time.

MassMutual agrees that DLB shall not be liable hereunder for any error of
judgment or mistake of law or for any loss suffered by the Fund, MassMutual or
MML Bay State Life Insurance Company ("MML Bay State") with respect to the Fund,
provided that nothing herein shall be deemed to protect or purport to protect
DLB against any liability to MassMutual, MML Bay State or their respective
policyowners to which DLB would otherwise be subject by reason of the willful
misfeasance, bad faith or gross negligence of DLB, its directors, officers,
employees or agents in the performance of DLB's duties hereunder, or by reason
of the reckless disregard of DLB's obligations and duties hereunder.

SECTION 3--EXPENSES:
- --------------------

(A) DLB shall be responsible only for expenses incurred in connection with
the performance of its services under this Agreement. The expenses to be
borne by DLB include the following: (1) the compensation and benefits of all
directors, officers, employees, and agents of DLB; (2) any license or
similar fees in connection with DLB's use of computer software; (3) premiums
on any insurance policies purchased by DLB, including any fidelity insurance
purchased pursuant to Section 6 hereof; (4) those expenses associated with
fund accounting for the Fund; and (5) any other expenses incurred by DLB in
connection with the performance of its duties hereunder.

3
<PAGE>

(B) MassMutual or the Fund shall be responsible for all expenses related to
the Fund, other than those expressly assumed by DLB hereunder. Expenses to
be borne by MassMutual include, but are not limited to, the following: (1)
premiums on any insurance policies purchased to cover the Fund by
MassMutual; (2) charges of custodians for the Fund; (3) outside legal
expenses of MassMutual or the Trust; and (4) expenses of MassMutual
attributable to contract owner services (including, without limitation,
telephone and personnel expenses).

SECTION 4--DUTIES OF MASSMUTUAL:
- --------------------------------

MassMutual will be responsible for establishing and maintaining appropriate
custodial account(s), payment of charges of custodians, and arranging to have
DLB informed of all receipts and disbursements of cash, cash on hand, and
securities positions.

SECTION 5--COMPENSATION:
- ------------------------

In consideration of the services rendered pursuant to this Agreement, MassMutual
shall pay DLB, and DLB agrees to accept as full compensation for the performance
of all functions and duties assumed and expenses to be borne pursuant to this
Agreement a quarterly fee equal to an annual rate of .25% of the average daily
net value of the Fund as of the close of each business day.

Section 6--Fidelity Insurance and Errors and Omissions Coverage:
- ----------------------------------------------------------------

DLB agrees to maintain and provide evidence of fidelity insurance and errors and
omissions coverage relating to its services hereunder in such amounts and with
such carriers as are common in the investment advisory industry.

Section 7--Books and Records:
- -----------------------------

DLB agrees that all books and records maintained relating to the Fund are the
property of the Trust. DLB may disclose the Trust's books and records to DLB's
governmental regulators, and upon subpoena or with the written consent of the
Trust. DLB may maintain copies of such books and records for its own regulatory
purposes. DLB agrees to furnish the Massachusetts Commissioner of Insurance
(or, at MassMutual's request, any other state insurance authority) with any
information or reports in connection with its services hereunder which the
Commissioner may request to ascertain whether the life insurance operations of
MassMutual are being conducted in a manner consistent with applicable law.

Section 8--Non-Exclusive Contract; Other Activities of DLB and Affiliates:
- --------------------------------------------------------------------------

4
<PAGE>

Nothing in this Agreement shall prevent MassMutual, DLB or any officers,
directors or employees thereof from acting as investment adviser or sub-adviser
for any other person, firm, or corporation provided, however, DLB will not enter
into an investment advisory agreement with any competitors of MassMutual or its
affiliates without the prior approval of DLB Acquisition Corporation's Board of
Directors. This Agreement shall not limit or restrict MassMutual or DLB, or any
of their respective directors, officers, stockholders or employees from buying,
selling, or trading any securities for its or their own account or for the
account of others for whom it or they may be acting, provided that such
activities will not be in violation of any securities laws or statements of
policy on conflict of interest and or trading and will not adversely affect or
otherwise impair the performance by any party of its duties and obligations
under this Agreement.

Section 9--Allocation of Securities Purchased or Sold for More than One Account:
- --------------------------------------------------------------------------------

DLB and MassMutual agree that when the purchase or sale of securities of the
same issuer is suitable for the investment objectives of two or more accounts
managed by DLB, the securities purchased or sold will be allocated in a manner
believed by DLB to be in keeping with its fiduciary duties to each account.

SECTION 10--Portfolio Transactions and Brokerage:
- -------------------------------------------------

In placing portfolio transactions for the Fund, DLB will follow such practices
as may from time to time be set forth in the Trust's most recent prospectus or
specified by its Board of Directors.

SECTION 11--No Partnership or Joint Venture:
- --------------------------------------------

Neither MassMutual, the Trust, the Fund, nor DLB are partners of or joint
venturers with each other, and nothing herein shall be construed so as to make
them such partners or joint venturers or impose any liability as such on any of
them.

Section 12--Duration and Termination of this Agreement:
- -------------------------------------------------------

This Agreement shall remain in full force and effect for one year from the date
and year first written above and from year to year thereafter to the extent
approved at least annually by vote of a majority of Trustees of the Trust that
are not interested persons of the Trust or any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and
specifically either the Board of Trustees or by a vote of a majority of the
outstanding voting securities of the Fund. This Agreement shall terminate: (a)
automatically in the event of the Fund's liquidation; (b) automatically upon the
termination of the Management Agreement; (c) automatically in the event of its
assignment (as defined in the Investment Company Act of 1940, as amended); (d)
by MassMutual without penalty upon 60 days' written notice to DLB; and (e) by
DLB without penalty upon 60 days' written notice to the Fund and MassMutual.

5
<PAGE>

SECTION 13--AMENDMENT OF THIS AGREEMENT:
- ----------------------------------------

This Agreement may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. Any amendment to this
Agreement must be approved by the Trustees and/or shareholders of the Fund to
the extent and in the manner such approval is required by the Investment Company
Act of 1940, as amended, and the rules and regulations thereunder.

SECTION 14--MISCELLANEOUS:
- --------------------------

The captions in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof, or otherwise
affect their construction or effect. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

Section 15--Notice:
- -------------------

Any notice under this Agreement shall be in writing, addressed and delivered or
mailed, postage prepaid, to the other party at the address below or such other
address as such other party may designate for the receipt of such notice.

If to MassMutual: Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111-0001
Attention: Raymond B. Woolson
Senior Managing Director

If to DLB: David L. Babson and Company Incorporated
One Memorial Drive
Cambridge, Massachusetts 02142
Attention: James W. MacAllen
President, Chief Executive Officer and Chief Investment
Officer

A copy of any notice shall also be sent to:

MML Series Investment Fund
1295 State Street
Springfield, Massachusetts 01111-0001
Attention: Stuart H. Reese
President

Section 16--Governing Law:
- --------------------------

6
<PAGE>

This Agreement shall be administered, construed and enforced in accordance with
the laws of The Commonwealth of Massachusetts relating to contracts performed in
that Commonwealth except to the extent superseded by federal securities laws or
Employee Retirement Income Security Act of 1974, as amended (hereinafter
"ERISA"), the Investment Advisers Act of 1940, as amended, or other Federal or
state law.

IN WITNESS WHEREOF, MassMutual and DLB have caused this Agreement to be
executed as of the day and year first written above.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:
--------------------------------------------
Raymond B. Woolson
Senior Managing Director

DAVID L. BABSON AND COMPANY INCORPORATED

By:
--------------------------------------------
James W. MacAllen
President, Chief Executive Officer and Chief Investment
Officer

ACCEPTED AND AGREED TO BY MML SERIES INVESTMENT FUND, ON BEHALF OF MML SMALL CAP
VALUE EQUITY FUND

By:
----------------------------------------------
Stuart H. Reese
President

<PAGE>

Exhibit 8

CUSTODIAL SERVICES AGREEMENT

WHEREAS, Citibank, N.A. (the "Bank"), Citicorp and the MML Series Investment
Fund (the "Trust") have previously entered into an Investment Company Custodial
Services Agreement dated as of November 10, 1994 in respect to the MML Equity
Fund, a series of the Trust (the "Agreement"), a copy of which is annexed
hereto; and

WHEREAS, the Trust desires to have the Bank act as custodian for the MML Small
Cap Value Equity Fund (the "Fund"), a series of the Trust, substantially upon
the terms and conditions specified in the Agreement; and

WHEREAS, the Bank has agreed to provide such custodial services and to act as
Foreign Custodial Manager pursuant to a Foreign Custody Manager Addendum with
regard to the non-U.S. investments of the Fund held under this agreement:

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter
set forth, the Bank and the Trust on behalf of the Fund agree as follows:

1. The Agreement is incorporated herein by reference and all references therein
to the Fund shall be deemed to refer to the MML Small Cap Value Equity Fund.
The Agreement as incorporate herein shall be the valid, binding and
enforceable obligation of the Bank, the Trust and the Fund as of the date
specified below.

2. The Agreement is amended as follows:

a. The fourth Whereas paragraph on page 1 is deleted.
b. Sections 4(B), 4(C), 4(D), 7, and 8 are deleted.
c. Section 6 is amended to add to the last sentence the following: "and only in
accordance with the requirements of Rule 17f-4".
d. Section 15(A) is amended to change the referenced U.S. Tax Identification
Number to 04-3420558.
----------
e. Section 19 is amended to provide that the address for notices to the Fund
shall be marked "Attention: Raymond B. Woodson", to delete the reference to
Citicorp, and to provide that the copy to be mailed or delivered to Mass
Mutual Life Insurance Company should be sent to "Attention: Edward M. Kline".
f. Section 22(B) is amended to read as follows: "This Agreement together with
the Foreign Custody Manager Addendum contains the entire agreement among the
parties relating to custody of Property and supersedes all prior agreements
on this subject".

IN WITNESS WHEREOF, the parties hereto have caused this Custodial Services
Agreement dated as of May 28, 1998 to be executed by their respective offices
thereunto duly authorized.

CITIBANK, N.A. MML SERIES INVESTMENT FUND
ON BEHALF OF MML SMALL CAP
VALUE EQUITY FUND

BY: BY:
---------------------- ----------------------
NAME: NAME:
-------------------- --------------------
TITLE: TITLE: VP & CFO
------------------- -------------------

1
<PAGE>

U.S. INVESTMENT COMPANY
CUSTODIAL SERVICES AGREEMENT

CUSTODIAL SERVICES AGREEMENT dated as of November 10, 1994 among CITIBANK,
N.A., a national banking association having an office at 111 Wall Street, New
York, New York 10005 and acting through such office in New York (the "Bank"),
CITICORP, a corporation organized under the laws of the State of Delaware,
having an office at Citicorp Center, 153 East 53rd Street, New York, New York
10043 and MML Series Investment Fund, a Business Trust organized under the laws
of Massachusetts, having an office at 1295 State Street, Springfield,
Massachusetts, 01111 (the "Trust").

WITNESSETH:

THAT WHEREAS, the Trust represents that it is a management investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act");

WHEREAS, the Trust further represents that it is duly incorporated,
organized or associated and in good standing under the laws of its state of
incorporation, organization or association and the consummation of transactions
contemplated hereby or directed by it hereunder will not violate any applicable
laws, regulations or orders;

WHEREAS, the Trust represents that it is authorized to (a) open and
maintain a custody account (the "Custody Account") with the Bank to hold certain
property ("Property"), including but not limited to stocks, bonds or other
securities ("Securities"), cash and other property owned or held by the Fund,
(b) to enter into this Agreement and (c) direct all actions and transactions
contemplated hereunder;

WHEREAS, the MML Equity Fund is a series of the Trust (the "Fund"); and

WHEREAS, on June 12, 1992, the Securities and Exchange Commission issued an
order (the "Exemptive Order") which, among other things, exempts certain
indirect subsidiaries of Citicorp (the "Exempt Subsidiaries") from the
shareholders' equity requirements of Rule 17f-5 promulgated under the Investment
Company Act;

NOW, THEREFORE, in consideration of the premises and of the agreements
hereinafter set forth, the parties hereby agree as follows:

1. APPOINTMENT AND ACCEPTANCE

The Fund hereby appoints the Bank as custodian of the Property and as its
agent hereunder, and the Bank agrees to act as such upon the terms and
conditions hereinafter provided.

2. DELIVERY; SAFEKEEPING

The Fund has heretofore delivered, or will deliver or cause to be
delivered, Property to the Bank, which Property the Bank agrees to keep safely
as custodian for the Fund. The Bank shall not surrender possession of Property
except upon properly authorized Instructions (as hereinafter defined) of the
Fund or as may be required by due process of applicable law.

32
<PAGE>

3. IDENTIFICATION AND SEGREGATION OF ASSETS

With respect to Property in the Custody Account:

(A) Except as otherwise provided in this Agreement, the Bank will
separately identify on its books as belonging to the Fund and, to the extent
practicable, segregate all Property held pursuant to this Agreement by the Bank
or any other entity authorized to hold Property in accordance with Section 6 or
7 hereof.

(B) The Bank shall supply to the Fund from time to time as mutually agreed
upon a written statement with respect to all of the Property in the Custody
Account. In the event that the Fund does not inform the Bank in writing of any
exceptions or objections within sixty (60) days after receipt of such statement,
the Fund shall be deemed to have approved such statement.

4. STANDARD OF CARE

(A) The Bank shall exercise the same standard of care that it exercises
over its own assets in the safekeeping, handling, servicing, and disposition of
the Property in accordance with this Agreement. The Bank will exercise the due
care expected of a professional custodian for hire with respect to the Property
in its possession or control.

(B) The Bank shall be responsible for the acts or omissions of any Exempt
Subsidiary acting as a foreign subcustodian pursuant to the Exemptive Order or
any subsequent exemptive order issued by the Securities and Exchange Commission
to the same extent as if the act or omission of such Exempt Subsidiary were that
of the Bank.

(C) Except as otherwise provided above, the Bank shall use reasonable care
in selecting, and shall be responsible only for the proper selection of, any
foreign subcustodian or foreign depository.

(D) The Bank's delegation of duties to an Exempt Subsidiary shall not
relieve the Bank of any responsibility to the Fund for any loss due to such
delegation, except such losses or damages which may result from (i) political
risk, including, but not limited to losses resulting from exchange control
restrictions, confiscation, expropriation, nationalization, insurrection, civil
strife or armed hostilities and (ii) other risk of loss for which neither the
Bank nor any foreign subcustodian would be liable under Rule 17f-5 promulgated
under the Investment Company Act.

(E) In the event the Fund enters into triparty repurchase agreements
pursuant to which collateral therefor is to be held by a custodian other than
the Bank and the Fund instructs the Bank to deliver Property to such custodian,
the Bank shall be under no duty to determine whether such custodian satisfies
the requirements of Section 17(f) of the Investment Company Act or the Rules
promulgated thereunder. Citibank shall have no further duties or obligations
under this Agreement with respect to such Property.

(F) The Bank is not under any duty to supervise the investments of the
Fund, or to advise or make any recommendation to the Fund with respect to the
purchase or sale of any of the Securities or the investment of any cash. The
Fund shall have the sole and exclusive responsibility for investment of Property
held hereunder.

33
<PAGE>

5. PERFORMANCE BY THE BANK

(A) General

The Bank's performance of its duties hereunder and the day-to-day
operations of the Custody Account shall be in accordance with written service
standards furnished to, and accepted by the Fund in writing, by the Bank from
time to time, provided that at all times the Bank shall use at least the due
care expected of a professional custodian for hire in the performance of its
duties. Such service standards, as amended from time to time, are incorporated
herein by reference.

(B) Receipt, Delivery and Disposal of Securities

The Bank shall, or shall instruct any other entity authorized to hold
Property in accordance with Section 6 or 7 hereof to, receive or deliver
Securities and credit or debit the Fund's account, in accordance with properly
authorized Instructions from the Fund. The Bank or such entity shall also
receive in custody all stock dividends, fights and similar securities issued in
connection with Securities held hereunder, shall surrender for payment, in a
timely manner, all items maturing or called for redemption and shall take such
other action as the Fund may direct in properly authorized Instructions.

Securities held hereunder may be registered in the name of the Bank, any
entity authorized to hold Property in accordance with Section 6 or 7 hereof, or
a nominee of the Bank or any such authorized entity, and the Fund shall be
informed upon request of all such registrations. Securities in registered form
will be transferred upon request of the Fund into such names or registrations as
it may specify in properly authorized Instructions.

(D) Cash Accounts

(i) All cash received or held by the Bank or by any entity
authorized to hold Property in accordance with Section 7 hereof as interest,
dividends, proceeds from transfer, and other payments for or with respect to the
Securities shall be (x) held in a cash account in accordance with properly
authorized Instructions received by the Bank or such entity, or (y) if specified
in the Fund's Instructions, converted to or from U.S. dollars and remitted to
the Fund. The Fund shall bear any foreign exchange risk in connection with any
such conversion. In effecting any currency conversions hereunder, the Bank or
such entity may use any methods or agencies as it may see fit including the
Bank's or such entity's facilities at customary rates.

(ii) The Fund agrees, with respect to all payments for purchases of
Securities to be deposited in the Custody Account, that funds for settlement
will be on deposit by the settlement date at the location of settlement, in good
available funds and in the currency of settlement. The Fund acknowledges that
nothing in this Agreement shall obligate the Bank to extend credit, grant
financial accommodation or otherwise advance moneys to the Fund for the purpose
of making any payments for purchases or part thereof or otherwise carrying out
any Instructions.

34
<PAGE>

(iii) The Fund authorizes the Bank from time to time to cause the
branch of the Bank located in London, England ("Citibank London") to establish a
multicurrency cash account reflecting cash received by any Eligible Foreign
Custodian (as hereinafter defined) on the Fund's behalf. Citibank London will
maintain such cash account in accordance with the requirements of Section 7
hereof applicable to an entity authorized to hold Property hereunder.

(E) Reports

(i) If the Bank has in place a system for providing
telecommunication access or other means of electronic access by customers to the
Bank's reporting system for Property in the Custody Account, then, at the Fund's
election, the Bank shall provide the Fund with such instructions and passwords
as may be necessary in order for the Fund to have such electronic access through
the terminal device under the control of the Fund. Such electronic access shall
be restricted to information relating to the Custody Account. If electronic
access to such reporting system is requested by the Fund, the Fund agrees to
assume full responsibility for the consequences of such use, including any
misuse or unauthorized use of the terminal device, instructions or passwords
referred to above, and agrees to defend and indemnify the Bank and hold the Bank
harmless from and against any and all liabilities, losses, damages, costs,
counsel fees, and other expenses of every nature suffered or incurred by the
Bank by reason of or in connection with the negligent or wrongful acts of the
Fund, its agents or employees, as to the terminal device, unless such
liabilities, losses, damages, costs, counsel fees and other expenses can be
shown to be the result of negligent or wrongful acts of the Bank, the Bank's
employees or the Bank's agents. Further, in the event the Fund elects to have
electronic access, the Bank shall provide the Fund on each business day a report
of the preceding business day's transactions relating to the Custody Account and
of the closing or net balances of each business day. If the Fund does not choose
to have electronic access, the Bank shall provide the Fund with such reports of
transactions in the Custody Account by such means as may be mutually agreed
upon.

(ii) The Bank agrees to use reasonable efforts to furnish the Fund
with such information regarding Property held hereunder as the Fund may
reasonably request in connection with its complying with requests of any
regulatory authorities having jurisdiction over the Fund.

(iii) The Bank shall also, subject to restrictions under applicable
law, obtain from any entity that it directly or indirectly controls or is
controlled by, and shall seek to obtain from any other entity with which the
Bank maintains the physical possession of any of the Property in the Custody
Account records of such entity relating to the Property in the Custody Account
as may be required by the Fund or its agents in connection with an internal
examination by the Fund of its own affairs. Upon a reasonable request from the
Fund, the Bank shall furnish to the Fund such reports (or portions thereof) of
the external auditors of each entity that it directly or indirectly controls or
is controlled by, and shall use its best efforts to furnish to the Fund reports
(or portions thereof) of the external auditors of each such other entity
relating directly to such entity's system of internal accounting controls
applicable to its duties under its agreement with the Bank.

35
<PAGE>

(F) Access

During the Bank's regular banking, any officer or employee of the Fund, any
independent accountant(s) selected by the Fund and any person designated by any
regulatory authority having jurisdiction over the Fund shall be entitled to
examine on the Bank's premises, Property held by the Bank on its premises and
the Bank's records regarding Property held hereunder deposited with entities
authorized to hold Property in accordance with Section 6 or 7 hereof, but only
upon the Fund's furnishing the Bank with properly authorized Instructions to
that effect, provided, that such examination shall be consistent with the Bank's
obligations of confidentiality to other parties. The Bank's costs and expenses
in facilitating such examinations shall be borne by the Fund, provided that such
costs and expenses shall not be deemed to include the Bank's costs in providing
to the Fund: (i) the "single audit report" of the independent certified public
accountants engaged by the Bank and (ii) such reports and documents as this
Agreement contemplates that the Bank shall furnish routinely to the Fund.

(G) Voting and other Action

(i) The Bank will transmit to the Fund upon receipt, and will
instruct any entities authorized to hold Property in accordance with Section 6
of 7 hereof to transmit to the Fund upon receipt, all financial reports,
stockholder communications, notices, proxies and proxy soliciting materials
received from issuers of the Securities, and all information relating to
exchange or tender offers received from offers with respect to the Securities.
Such proxies will be executed by the registered holder if the registered holder
is other than the Fund, but the manner in which Securities are to be voted will
not be indicated. Neither the Bank nor any other entity holding Property
hereunder shall vote any of the Securities or authorize the voting of any
Securities or give any consent or take any other action with respect thereto,
except as otherwise provided herein.

(ii) In the event of tender offers, the Fund will hand deliver or
telecopy Instructions to the Bank as to the action to be taken with respect
thereto, designating such Instructions as being related to a tender offer. The
Fund shall hold the Bank harmless from any adverse consequences of the Fund's
use of any other method of transmitting Instructions relating to a tender offer.

(iii) The Fund agrees that if it gives an Instruction after 2:00 PM
eastern time with respect to U.S. domestic custody for the performance of an act
on the last permissible date of a period established by a tender offer or on the
last permissible date for the performance of such act, the Fund shall hold the
Bank harmless from any adverse consequences in connection with acting upon or
failing to act upon such Instructions. With respect to non-U.S. domestic
custody, the Fund agrees that if it gives an Instruction for the performance of
an act on the last permissible date of a period established by a tender offer or
on the last permissible date for the performance of such act, the Fund shall
hold the Bank harmless from any adverse consequences In connection with acting
upon or failing to act upon such Instructions.

(iv) The Bank is authorized to accept and open on the Fund's behalf
all mail or communications relating to the Property received by the Bank or
directed in its care.

36
<PAGE>

6. AUTHORIZED USE OF U.S. DEPOSITORIES

The Fund authorizes the Bank, for any Securities held hereunder, to use the
services of any United States securities depository permitted to perform such
services for registered investment companies and their custodians under Rule
17f-4 promulgated under the Investment Company Act, including but not limited
to, The Depository Trust Company, the Federal Reserve Book Entry System and
Participants Trust Company ("U.S. Depositories"). The Bank will deposit
Securities held hereunder with a U.S. Depository only in an account which holds
assets of customers of the Bank.

7. USE OF FOREIGN CUSTODIANS

(A) Authorization

(i) The Bank may cause Securities which are foreign securities
within the meaning of Rule 17f-5(c)(1) promulgated under the Investment Company
Act ("Foreign Securities") and amounts of cash and cash equivalents reasonably
required to effect the Fund's Foreign Securities transactions ("Cash") in the
Custody Account to be held in such country or other jurisdiction as the Fund
shall direct in properly authorized Instructions.

(ii) Subject to prior approval by the board of trustees of the Fund,
the Bank may hold such Foreign Securities and Cash in subcustody accounts, which
shall be deemed part of the Custody Account and which have been established by
the Bank with (x) branches of "Qualified U.S. Banks", as defined in Rule 17f-
5(c)(3) promulgated under the Investment Company Act ("Branches"), or (y)
foreign custodians which satisfy the provisions of Rule 17f-5(c)(2)(i) or (ii)
promulgated under the Investment Company Act, or (z) Exempt Subsidiaries or
other foreign custodians which are exempt from such provisions under the
Exemptive Order or any other order or release issued by the Securities and
Exchange Commission (such Branches, foreign custodians and Exempt Subsidiaries,
collectively, the "Eligible Foreign Custodians").

(iii) Subject to prior approval by the board of trustees of the Fund,
the Bank or an Eligible Foreign Custodian is authorized to hold Foreign
Securities of the Fund in an account with any foreign securities depository or
foreign clearing agency which in the Bank's judgment satisfies the provisions of
Rule 17f-5(c)(iii) or (iv) promulgated under the Investment Company Act, or
which is exempt from such provisions under an order, no-action letter or release
issued by the Securities and Exchange Commission ("Eligible Foreign Securities
Depository").

(iv) Any Foreign Securities or Cash held by an Eligible Foreign
Custodian or an Eligible Foreign Securities Depository, shall be subject to
applicable laws, regulations, restrictions, customs, procedures, and market
practices (i) to which such Eligible Foreign Custodian or Eligible Foreign
Securities Depository is subject, (ii) as exist in the country in which such
Foreign Securities and Cash is held, and (iii) of the country of the currency in
which the Property is denominated. In the event that local laws or regulations
to which an Eligible Foreign Custodian or Eligible Foreign Securities Depository
is subject change in a way that would prevent or limit the performance of duties
and obligations by the Eligible Foreign Custodian or Foreign Securities
Depository, such duties and obligations shall be superseded and neither the Bank
nor any other member of the Citicorp organization shall be liable therefor or
for any damages in any way resulting from such prevented or limited performance.
The Fund acknowledges that, as is normally the case with respect to the deposits
outside the United States, deposits with Citibank London and any other entity
authorized to hold Property pursuant to the Agreement are not insured by the
Federal Deposit Insurance Corporation.

37
<PAGE>

(B) Provision of Information Regarding Foreign Custodians and Securities
Depositories

(i) The Bank shall use its best efforts to assist the Fund in
obtaining the following:

(a) As to each country in which Property is held, information
concerning whether, and to what extent, applicable foreign law would restrict
the access afforded the Fund's independent public accountants to books and
records kept by a foreign custodian or foreign securities depository used in
that country;

(b) As to each country in which Property is held, information
concerning whether, and to what extent, applicable foreign law would restrict
the Fund's ability to recover its assets in the event of the bankruptcy of a
foreign custodian or foreign securities depository used in that country;

(c) As to each country in which Property is held, information
concerning whether, and to what extent, applicable foreign law would restrict
the Fund's ability to recover assets that are lost while under the control of a
foreign custodian or foreign securities depository used in that country;

(d) As to each country in which Property is held, information
concerning whether under applicable foreign currency exchange regulations the
Fund's cash and cash equivalents held in that country are readily convertible to
U.S. dollars;

(e) Information relating to whether each foreign custodian or
foreign securities depository used would provide a level of safeguards for
maintaining the Fund's Securities not materially different from that provided by
the Bank in maintaining the Securities in the United States;

(f) Information concerning whether each foreign custodian or
foreign securities depository used has offices in the United States in order to
facilitate the assertion of jurisdiction over and enforcement of judgments
against such custodian or depository; and

(g) As to each foreign securities depository used, information
concerning the number of participants in, and operating history of, such
depository.

(ii) During the term of this Agreement, the Bank shall use its best
efforts to provide the Fund with prompt notice of any material changes in the
facts or circumstances upon which any of the foregoing information or statements
were based.

(iii) Notwithstanding any of the foregoing provisions of this
subsection (b) of this Section 7, the Bank's undertaking to assist the Fund in
obtaining the information referred to in this subsection (b) of the this Section
7 shall neither increase the Bank's duty of care nor reduce the Fund's
responsibility to determine for itself the prudence of entrusting its assets to
any particular foreign custodian or foreign securities depository.

The Bank will deposit Property of the Fund with an Eligible Foreign
Custodian only in an account which holds exclusively assets of customers of the
Bank. In the event that an Eligible Foreign Custodian is authorized to hold any
of the Foreign Securities placed in its care in an Eligible Foreign Securities
Depository pursuant to the provisions of subsection (A) of this Section 7, the
Bank will direct such Eligible Foreign Custodian to identify such Foreign
Securities on its books as being held for the account of the Bank as custodian
for its customers.

38
<PAGE>

(D) Instructions to Eligible Foreign Custodians; Instructions to Eligible
Foreign Securities Depositories

Any Property in the Custody Account held by an Eligible Foreign Custodian
will be subject only to the instructions of the Bank or its agents; and any
Foreign Securities held in an Eligible Foreign Securities Depository for the
account of an Eligible Foreign Custodian will be subject only to the
instructions of such Eligible Foreign Custodian, as subcustodian for the Bank.

(E) Contracts between the Bank and Exempt Subsidiaries

The Bank's contract with each Exempt Subsidiary provides:

(i) an acknowledgement by such Exempt Subsidiary that it is acting
as a foreign custodian for U.S. Investment Companies or their custodians
pursuant to the terms of the Exemptive Order;

(ii) that the Fund is entitled to enforce the terms of the
subcustodian agreement between the Bank and the Exempt Subsidiary and is
entitled to seek relief directly against the Exempt Subsidiary; and

(iii) an acknowledgement by such Exempt Subsidiary that at all times
it shall act with at least the due care expected of a professional custodian in
performing its duties.

8. CITICORP GUARANTEE

Citicorp agrees that it shall be liable, in accordance with the terms of a
guarantee issued in compliance with the conditions of the Exemptive Order, for
losses incurred by the Fund resulting from bankruptcy or insolvency of Exempt
Subsidiaries operating pursuant to the terms of the Exemptive Order. Citicorp's
obligations hereunder shall terminate automatically with respect to an Exempt
Subsidiary at such time as such obligations are no longer required by the
Exemptive Order. Obligations arising prior to the date of such termination shall
survive the termination.

9. USE OF AGENTS

The Bank may, subject to applicable laws, rules and regulations, appoint
agents, whether in its own name or that of the Fund, to perform any of the
duties of the Bank hereunder, and the Bank may delegate to any such agent so
appointed any of its functions under this Agreement.

10. INSTRUCTIONS

(A) The Bank is authorized to rely and act upon instructions
("Instructions") in writing which are signed by persons ("Authorized Persons")
named in a list provided to the Bank from time to time, which list must be
certified by the Fund's Secretary or Assistant Secretary and include
authenticated specimen signatures of all Authorized Persons.

(B) The Fund agrees that the Bank is authorized to rely and act upon such
Instructions in accordance with this Section 10 and the Funds Transfer
Procedures attached hereto and incorporated herein by reference (including each
Schedule A) to this Agreement and to debit or credit the applicable account(s)
of the Fund accordingly and that such Funds Transfer Procedures and method(s) of
transmission are commercially reasonable.

39
<PAGE>

(C) The Bank shall be entitled to rely upon the continued authority of any
Authorized Person to give Instructions until the Bank receives notice from the
Fund to the contrary; and the Bank shall be entitled to rely upon any
Instructions it believes in good faith to have been given by an Authorized
Person.

(D) The Bank is further authorized to rely upon any Instructions received
by any other means and identified as having been given or authorized by any
Authorized Person, regardless of whether such Instructions shall in fact have
been authorized or given by any of such Authorized Persons, provided that the
Bank and the Fund shall have agreed upon the means of transmission and the
method of identification for such Instructions. Instructions received by any
other means shall include but not be limited to verbal Instructions only in
connection with delivery against payment or receipt against payment transactions
and transfer from one account with the Bank to another with the Bank and
provided that such verbal Instructions are promptly confirmed in writing by the
Fund. Notwithstanding the foregoing, in the event any such verbal Instructions
are not subsequently confirmed in writing, as provided above, the Fund agrees to
hold the Bank harmless and without liability for any claims or losses in
connection with such verbal Instructions.

(E) The Fund agrees to be bound by any Instruction, whether or not
authorized, given to the Bank in its name and accepted by the Bank in accordance
with the provisions hereof (including but not limited to the Funds Transfer
Procedures and Schedule A thereto) and further agrees to indemnify and hold the
Bank harmless from and against any loss, liability, claim or expense (including
legal fees and expenses) associated with the Bank's acting upon such
Instructions as provided herein, except such as may arise from the Bank's own
negligence, bad faith or willful misconduct.

(F) The Fund may appoint one or more investment managers ("Investment
Managers") with respect to the Custody Account. The Bank is authorized to act
upon Instructions received from any Investment Manager to the same extent that
the Bank would act upon the Instructions of an Authorized Person, provided that
the Bank has received written evidence of the Investment Manager's appointment
and written confirmation from the Investment Manager evidencing acceptance of
such appointment. The Investment Manager shall provide to the Bank from time to
time a list of persons authorized to give Instructions on behalf of the
Investment Manager. The list must be certified by the Investment Manager's
Secretary or Assistant Secretary and include authenticated specimen signatures
of such persons.

(G) If the Fund should choose to have telecommunication or other means of
electronic access to the Bank's reporting system for Property in the Custody
Account, pursuant to paragraph (E) of Section 5, the Bank is also authorized to
rely and act upon any Instructions received by it through a terminal device,
provided that such Instructions are accompanied by code words which the Bank has
furnished to the Fund, or an Authorized Person, by any method mutually agreed to
by the Bank and the Fund, provided that the Bank has not been notified by the
Fund, or any such Authorized Person to cease to recognize such code words,
regardless of whether such Instructions shall in fact have been given or
authorized by the Fund or any such Authorized Person.

11. SEGREGATED ACCOUNT

The Bank, upon receipt of Instructions, shall establish and maintain a
Segregated Account or Accounts as described by the Securities and Exchange
Commission ("SEC") in Investment Company Act Release No. 10666, or any
subsequent release or releases of the SEC relating to the maintenance of
Segregated Accounts by registered investment companies (the "Release"). Upon
receipt of Instructions, the Bank shall transfer into such Account or Accounts
cash and/or Portfolio Securities:

(A) In accordance with the provisions of any agreement among the Fund, the
Bank and a broker-dealer registered under the Exchange Act and a member of the
NASD or any Futures Commission Merchant registered under the Commodity Exchange
Act, relating to compliance with the rules of the Options Clearing Corporation
and of any registered national securities exchange or the Commodity Futures
Trading Commission or any registered Contract Market, or of any similar
organizations regarding escrow or other arrangements in connection with
transactions by the Fund;

40
<PAGE>

(B) For the purpose of segregating cash or securities in connection with
options purchased or written by the Fund or commodity futures purchased or
written by the Fund;

(C) For the deposit of any Portfolio Securities which the Fund has agreed
to sell on a forward commitment basis or other purpose on which the Release
applies;

(D) For other proper corporate purposes, but only, in the case of this
clause (D), upon receipt of, in addition to Instructions, a certified copy of a
resolution of the Board, or of the Executive Committee signed by an officer of
the Fund and certified by the Secretary or an Assistant Secretary, setting forth
the purpose or purposes of such Segregated Account and declaring such purposes
to be proper corporate purposes; and

(E) Assets may be withdrawn from the Segregated Account pursuant to
Instructions only:

(i) In accordance with the provisions of any agreements referred in
(a) or (b) above;

(ii) For sale or delivery to meet the Fund's obligations under
outstanding firm commitment or when-issued agreements for the purchase of
Portfolio Securities and under reverse repurchase agreements;

(iii) For exchange for other liquid assets of equal or greater value
deposited in the Segregated Account;

(iv) To the extent that the Fund's outstanding forward commitment or
when-issued agreements for the purchase of portfolio securities or reverse
repurchase agreements are sold to other parties or the Fund's obligations
thereunder are met from assets of the Fund other than those in the Segregated
Account; or

(v) For delivery upon settlement of a forward commitment agreement
for the sale of Portfolio Securities.

Notwithstanding anything herein to the contrary, the Bank shall have no
duty to, and shall not be obligated to determine or ascertain whether any such
Segregated Account, or any withdrawals or additions to such account is in
compliance with the rules, regulations and releases of the SEC, or that any such
Segregated Account or withdrawals or additions to such Segregated Account is
consistent with any other agreements or contracts the Fund may enter into from
time to time. Unless otherwise agreed to in writing, the Bank's sole
responsibility with respect to any Segregated Account or Accounts contemplated
in this Section shall be to act upon the Fund's Instructions.

12. THE FUND

(A) The Fund agrees that no printed material or other matter in any
language (including without limitation, prospectuses, statements of additional
information, notices to shareholders, annual reports and promotional material)
which mention the Bank's or Citicorp's name or the rights, powers or duties of
the custodian of the Fund shall be issued by the Fund or on the Fund's behalf
unless the Bank shall first have given its specific written consent thereto;
provided, however, that no prior consent shall be required if the only reference
to the Bank's or Citicorp's name is in identifying the Bank as the Fund's
custodian.

41
<PAGE>

(B) The Fund shall give prior notice to the Bank of any change in its
place of incorporation or organization, mailing address, or sponsors, or any
significant change in management, investment objectives, fees or redemption
rights.

(C) The Fund confirms that it is, and agrees that in the future it will
be, audited at least annually by an independent accounting firm and that it
mails, and in the future will mail, an audited financial report of the Fund to
its shareholders at least annually.

13. FEES AND EXPENSES

Fees and expenses for the services rendered under this Agreement shall be
mutually agreed upon by the parties in writing. The Bank shall be entitled to
debit the Custody Account for such fees and expenses.

14. LIENS

The Bank shall have a lien on the Property in the Custody Account to secure
payment of fees and expenses for the services rendered under this Agreement.
Except as otherwise provided in paragraph 22(D), if the Bank advances cash or
securities to the Fund for any purpose or in the event that the Bank or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of its duties
hereunder, except such as may arise from its or Its nominee's negligent action,
negligent failure to act or willful misconduct, any Property at any time held
for the Custody Account shall be security therefor and the Fund hereby grants a
security interest therein to the Bank. The Fund shall promptly reimburse the
Bank for any such advance of cash or securities or any such taxes, charges,
expenses, assessments, claims or liabilities upon request for payment. Except as
otherwise provided in paragraph 22(D), should the Fund fail to so reimburse the
Bank, the Bank shall be entitled to dispose of such Property to the extent
necessary to obtain reimbursement. The Bank shall be entitled to debit any
account of the Fund with the Bank including, without limitation, the Custody
Account in connection with any such advance and any interest on such advance as
the Bank deems reasonable.

15. TAX STATUS/WITHHOLDING TAXES

(A) The Fund's U.S. Tax Identification Number is MML Equity Fund 04-
2476032.

(B) The Fund may be required from time to time to file such proof of
taxpayer status or residence, to execute such certificates and to make such
representations and warranties, or to provide any other information or
documents, as the Bank and/or the Eligible Foreign Custodian may deem necessary
or proper to fulfill the Bank's and/or Eligible Foreign Custodian's obligations
under applicable law. The Fund shall provide the Bank and/or Eligible Foreign
Custodian in a timely manner, with copies of originals if necessary and
appropriate, or any such proofs of residence, taxpayer status, beneficial
ownership and any other information or documents which the Bank and/or a
Eligible Foreign Custodian may reasonably request.

(C) If any tax or other governmental charge or assessment shall become
payable with respect to any payment due to the Fund ("Taxes"), such Taxes shall
be withheld from such payment in accordance with applicable law. The Bank and/or
the Eligible Foreign Custodian may withhold any interest, any dividends or other
distributions or securities receivable in respect of Securities, proceeds from
the sale or distribution of Securities ("Payments"), or may sell for the account
of the Fund any part thereof or all of the Securities, and may apply such
Payment in satisfaction of such Taxes, the Fund remaining liable for any
deficiency. If any Taxes shall become payable with respect to any payment made
to the Fund by the Bank or a Eligible Foreign Custodian in a prior year, the
Bank and the Eligible Foreign Custodian may withhold Payments in satisfaction of
such prior year's Taxes. The Fund shall indemnify and hold harmless the Bank and
the Eligible Foreign Custodian, its officers, employees, agents and affiliated
companies against any Taxes, penalties, additions to tax, and interest, and
costs and expenses related thereto, arising out of claims against the Bank and
the Eligible Foreign Custodian by any governmental authority for failure to
withhold Taxes or arising out of any reclaim or refund of taxes or other tax
benefit obtained by the Bank or the Eligible Foreign Custodian for the Fund.

42
<PAGE>

(D) This Section 15 shall survive the termination of this Agreement and
continue in force until the time for assessment of all Taxes expires.

16. AMENDMENT

This Agreement may not be amended except by a written agreement among the
parties hereto.

17. TERMINATION

Either the Bank or the Fund may terminate this Agreement upon sixty (60)
days' written notice to the other parties.

18. CONFIDENTIALITY

Subject to the foregoing provisions of this Agreement and subject to any
applicable law, the Fund and the Bank shall each use best efforts to maintain
the confidentiality of matters concerning Property in the Custody Account.

19. NOTICES

All notices and other communications hereunder, except for Instructions and
reports relating to the Property which are transmitted through the Bank's
electronic reporting system for Property in the Custody Account, shall be in
writing, telex or telecopy or, if verbal, shall be promptly confirmed in
writing, and shall be hand-delivered, telexed, telecopied or mailed by prepaid
first class mail (except that notice of termination, if mailed, shall be by
prepaid registered or certified mail) to each party at its address set forth
above, if to the Fund, marked "Attention Hamline C. Wilson", and if to the Bank,
marked "Citibank as Custodian for "MML Series Investment Fund", and if to
Citicorp, marked "Attention of Office of Corporate Finance, Gregory C. Ehlke,
Vice President", and, if to any of the preceding, a copy shall be promptly
mailed or delivered to Mass Mutual Life Insurance Company, 1295 State Street,
Springfield, Massachusetts 01111, Attention, Allan B. Bixby, Vice President and
Treasurer, or at such other address as either party may give notice of to the
other.

20. ASSIGNMENT

No party may assign, transfer or charge all or any of its rights and
benefits hereunder without the written consent of the other parties. Any
purported assignments made in contravention of this Section shall be null and
void and of no effect whatsoever.

21. GOVERNING LAW

This Agreement shall be governed by and construed according to the laws of
the State of New York and the parties agree that the courts of the State of New
York shall have jurisdiction to hear and determine any suit, action or
proceeding and to settle any disputes which may arise out to or in connection
with this Agreement, and, for such purposes, each irrevocably submits to the
non-exclusive jurisdiction of such courts.

22. MISCELLANEOUS

(A) This Agreement may be executed in several counterparts, each of which
shall be an original, but all of which shall constitute one and the same
instrument.

(B) This Agreement contains the entire agreement among the parties
relating to custody of Property and supersedes all prior agreements on this
subject.

43
<PAGE>

(C) The captions of the various sections and subsections of this Agreement
have been inserted only for the purposes of convenience and shall not be deemed
in any manner to modify, explain, enlarge or restrict any of the provisions of
this Agreement.

(D) A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Board of Trustees
of the Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets and property of the Trust; provided, however,
that the Agreement and Declaration of Trust of the Trust provides that the
assets of a particular series of the Trust shall under no circumstances be
charged with liabilities attributable to any other series of the Trust and that
all persons extending credit to, or contracting with or having any claim against
a particular series of the Trust shall look only to the assets of that
particular series for payment of such credit, contract or claim.

44
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized.

CITICORP, N.A. CITICORP

BY: /s/Wilma J. Williams BY: /s/Gregory C. Ehlke

NAME: Wilma J. Williams NAME: Gregory C. Ehlke

TITLE: North American Investors Services TITLE: Vice President
111 Wall Street/24th Floor
(212)657-9320

MML SERIES INVESTMENT FUND ON BEHALF OF MML EQUITY FUND

BY: /s/Stephen L. Kuhn

NAME: Stephen L. Kuhn

TITLE: Vice President -Secretary

45
<PAGE>

FOREIGN CUSTODY MANAGER ADDENDUM

U.S. INVESTMENT COMPANY CUSTODIAL SERVICES AGREEMENT, dated as of May 28, 1998,
by and between, MML Series Investment Fund (the "Trust"), on behalf of MML Small
Cap Value Equity Fund (the "Client") and CITIBANK, N.A. (the "Custodian").

The Client desires to have the Custodian assume and discharge the responsibility
of the Client's board of trustees (hereinafter the "Board") to select, contract
with and monitor certain custodians on non-U.S. assets of the Client by the
Custodian pursuant to the Custodial Services Agreement (the "Agreement"). The
Custodian agrees to accept the delegation and to perform the responsibility as
provided in this Addendum.

(A) FOREIGN CUSTODY MANAGER;
(i) The Board hereby delegates to the Custodian, and the Custodian hereby
accepts the delegation to it, of the obligation to serve as the Client's
"Foreign Custody Manager" (as defined in Rule 17f-5(a)(2) under the
Investment Company Act of 1940, as amended from time to time), in respect
to the Client's foreign investments held from time to time by the Custodian
with any Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1)) and
that is not a Compulsory Depository as defined below. Foreign investments
are any Property (as defined in the Agreement) for which the primary market
is outside the U.S.A.

(ii) As Foreign Custody Manager, the Custodian shall:

(1) select Eligible Foreign Custodians to serve as foreign
custodians and place and maintain the Client's foreign investments
with such foreign custodians;

(2) in selecting an Eligible Foreign Custodian, first determine
that foreign investments placed and maintained in the safekeeping of
each Eligible Foreign Custodian shall be subject to reasonable care,
based on the standards applicable to custodians in the relevant
market, after having considered all factors relevant to the
safekeeping of such investments including, without limitation, those
factors set forth in Rule 17f-5(c)(1)(i)-(iv);

(3) enter into written agreement with each Eligible Foreign
Custodian selected by the Custodian hereunder;

(4) determine that the written contract with each Eligible Foreign
Custodian (or, in the case of an Eligible Foreign Custodian that is a
Securities Depository (as defined Rule 17f-5) such contract (which
may be between the Custodian and the Securities Depository or between
an Eligible Foreign Custodian selected by the Custodian and the
Securities Depository), the rules or established practices or
procedures of the Securities Depository, or any combination of the
foregoing) requires that the Eligible Foreign Custodian will provide
reasonable care for the foreign investments, based on the standards
specified in Rule 17f-5(c)(1), and that all such contracts, rules,
practices and procedures satisfy the requirements of Rule 17f-
5(c)(2);

(5) provide written reports (x) notifying the Board of the
placement of foreign investments with each Eligible Foreign
Custodian, such reports to be provided at such
<PAGE>

time as the Board deems reasonable and appropriate, but not less than
quarterly, and (y) promptly notifying the Board of the occurrence of
any material change in the arrangements with an Eligible Foreign
Custodian;

(6) monitor the continued appropriateness of (x) maintaining the
foreign investments with Eligible Foreign Custodians selected
hereunder and (y) the governing contractual arrangements; it being
understood, however, that in the event the Custodian shall determine
that any Eligible Foreign Custodian would no longer afford the
foreign investments reasonable care, the Custodian shall promptly so
advise the Client and shall then act in accordance with Instructions
(as defined in the Agreement) with respect to the disposition of the
foreign investments; and

(7) exercise such reasonable care, prudence and diligence in
serving as the Foreign Custody Manager as the Custodian exercises in
performing its responsibility under the Agreement for the safekeeping
of the Client's Property (as defined in the Agreement).

(iii) Nothing in this paragraph shall relieve the Custodian of any
responsibility otherwise provided in the Agreement or this Addendum for
loss or damage suffered by the Client from an act of negligence or willful
misconduct on the part of the Custodian.

(iv) Nothing in this Addendum shall require the Custodian to make any
selection on behalf to the Client that would entail consideration of any
factor reasonably related to the systemic risk of holding assets in a
particular country including, but not limited to, such country's financial
infrastructure and prevailing settlement practices. The Custodian agrees to
provide to the Client such information relating to such risk as the Client
shall reasonably request from time to time and such other information as
the Custodian generally makes available to customers with regard to such
countries and risk.

(v) Citibank represents that it is qualified under Rule 17f-5 as a
Foreign Custody Manager and will notify the Fund if it ceases to be
qualified to Act as a Foreign Custody Manager.

(B) COMPULSORY DEPOSITORIES:

(i) Notwithstanding the provisions of Section A above, the Custodian
shall not serve as Foreign Custody Manager in respect of any Compulsory
Depository, as defined below. The Custodian, through its branches or any
Subcustodians, shall be entitled to deposit and maintain the foreign
investments in Compulsory Depositories as the Custodian deems prudent and
appropriate, unless otherwise instructed by the Client or its delegate;

(ii) Prior to depositing the foreign investments in any Compulsory
Depository, the Custodian shall notify the Client that a Compulsory
Depository will be used and provide the Client, in respect of the
Compulsory Depository, with current information of the type the Custodian
provided to clients in the Custodian's informational binders entitled "SEC
Rule 17f-5 Package". The Custodian, shall make its representatives
available to consult, in good faith, with such of the Client's delegates as
the Client shall designate regarding the advisability of depositing the
Client's foreign investments with any Compulsory Depository;

(iii) The Custodian shall provide the Client with reports regarding
Compulsory Depositories as provided in Section (A)(ii)(5), above and shall
provide the Client with such other
<PAGE>

information with regard to any Compulsory Depository as the Client shall
reasonably request, and

(iv) A "Compulsory Depository" shall mean a Securities Depository that is
non-U.S. Securities Depository the use of which is mandatory (x) by law or
regulation, (y) because securities cannot be withdrawn from the Securities
Depository or (z) because maintaining securities outside the Securities
Depository is not consistent with the prevailing local custodial practices.
The Custodian shall supply to the Client from time to time a schedule of
the Compulsory Depositories in which the Custodian holds the Client's
foreign investments.

(i) The Client may terminate this delegation upon written notice to the
Custodian.

(ii) The Custodian may terminate its acceptance of this delegation upon
ninety (90) days written notice to the Client.

(D) Limitation of Trust Liability:

A copy of the Agreement and Declaration of Trust of the Trust is on the
file with the Secretary of the Commonwealth of Massachusetts, and notice
is hereby given that this instrument is executed on behalf of the Board of
Trustees of the Trust as Trustees and not individually and that the
obligations of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding upon the assets and property of
the Trust, provided, however, that the Agreement and Declaration of Trust
of the Trust provides that the assets of a particular series of the Trust
shall under no circumstances be charged with liabilities attributable to
any other series of the Trust and that all persons extending credit to, or
contracting with or having any claim against a particular series of the
Trust shall look only to the assets of that particular series for payment
of such credit, contract or claim.

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed as of
the 27th day of May, 1998, by their respective officers thereunto duly
authorized.

CITIBANK, N.A., NEW YORK OFFICE MML SERIES INVESTMENT FUND
ON BEHALF OF MML SMALL CAP
VALUE EQUITY FUND

By: By: /s/ [INITIALS J.D. APPEAR HERE]
------------------------------- -------------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title: Vice President & Chief
---------------------------- Financial Officer
-----------------------------

<PAGE>

Exhibit 10

[LETTERHEAD OF ROPES & GRAY APPEARS HERE]

May 15, 1998

MML Series Investment Fund
1295 State Street
Springfield, MA 01111

Ladies and Gentlemen:

We are furnishing this opinion in connection with the proposed offer and
sale from time to time by MML Series Investment Fund (the "Trust") of an
indefinite number of shares of beneficial interest (the "Shares") in MML Small
Cap Value Equity Fund (the "Fund") pursuant to a post-effective amendment to the
Trust's Registration Statement on Form N-1A (File No. 2-39334) under the
Securities Act of 1933, as amended.

We are familiar with the action taken by the Trustees of the Trust to
authorize the issuance of the Shares. We have examined the Trust's records of
Trustee action, its By-Laws and its Agreement and Declaration of Trust, as
amended to date. We have examined such other documents as we deem necessary for
the purposes of this opinion.

We assume that, upon sale of the Shares, the Trust will receive the
authorized consideration therefor, which will at least equal the net asset value
of the Shares.

We assume that appropriate action has been taken to register or qualify the
sale of the Shares under any applicable state laws regulating offerings and
sales of securities.

Based upon the foregoing, we are of the opinion that the Trust is
authorized to issue an unlimited number of Shares, and that, when the Shares are
issued and sold after the post-effective amendment to the Registration Statement
has been declared effective and the authorized consideration therefor is
received by the Trust, they will be validly issued, fully paid and nonassessable
by the Trust.

The Trust is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust or any
series of the Trust (a "Series"). However, the Agreement and Declaration of
Trust (i) provides that all persons extending credit to,

<PAGE>

ROPES & GRAY

MML Series Investment Fund -2- May 15, 1998

contracting with or having any claim against the Trust or a Series shall look
only to the assets of the Trust or the assets of the Series and that the
shareholders shall not be liable therefor, and (ii) requires that notice of
such disclaimer of shareholder liability be given in every note, bond,
contract, instrument, writing, certificate or undertaking made or issued by
the Trustees or by any officers or officer of the Trust. The Agreement and
Declaration of the Trust provides for indemnification out of the assets of a
particular Series for all loss and expense of any shareholder held personally
liable for the obligations of that Series solely by reason of his or her being
or having been a shareholder. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the relevant Series would be unable to meet its obligations.

We consent to the filing of this opinion as an exhibit to the aforesaid
post-effective amendment to the Trust's Registration Statement.

Very truly yours,

/s/ Ropes & Gray

Ropes & Gray