MML SERIES INVESTMENT FUND, 485BPOS, 1999-04-29

MML SERIES INVESTMENT FUND
485BPOS, 1999-04-29

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT (NO. 2-39334) UNDER THE
SECURITIES ACT OF 1933
Pre-Effective Amendment No.

Post-Effective Amendment No. 42
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 27

MML SERIES INVESTMENT FUND

(Exact Name of Registrant as Specified in Declaration of Trust)

1295 State Street, Springfield, Massachusetts 01111
(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, Massachusetts 01111

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

It is proposed that this filing become effective May 3, 1999, pursuant to
paragraph (b) of Rule 485.

Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective.

We have elected to register an indefinite number of shares pursuant to
Regulation 24f-2 under the Investment Company Act of 1940.
<PAGE>

TO THE SECURITIES AND EXCHANGE COMMISSION:

Registrant submits this Post-Effective Amendment No. 42 to its Registration
Statement No. 2-39334 under the Securities Act of 1933 and this Amendment No. 27
to its Registration Statement no. 911-2225 under the Investment Company Act of
1940. This Post-Effective Amendment relates to MML Equity Fund, MML Money Market
Fund, MML Blend Fund, MML Managed Bond Fun, MML Equity Index Fund, MML Small Cap
Value Equity Fund, MML Growth Equity Fund, MML Small Cap Growth Equity Fund. No
other information relating to any other series of Registrant is amended or
superceded hereby.
<PAGE>

Prospectus

Dated May 3, 1999

MML Series Investment Fund

This prospectus describes the following funds.

MML Equity Fund seeks to achieve a superior rate of return over time from both
capital appreciation and current income and to preserve capital by investing in
equity securities.

MML Money Market Fund seeks to maximize current income, preserve capital and
maintain liquidity by investing in money market instruments.

MML Managed Bond Fund seeks a high rate of return consistent with capital
preservation, by investing primarily in investment grade, publicly-traded, fixed
income securities.

MML Blend Fund seeks a high total rate of return over time consistent with
prudent investment risk and capital preservation, by investing in equity, fixed
income and money market securities.

MML Equity Index Fund seeks investment results that correspond to the price and
yield performance of publicly traded common stocks in the aggregate, as
represented by the Standard & Poor's 500 Composite Stock Price Index.(1)

MML Small Cap Value Equity Fund seeks long-term growth of capital and income by
investing primarily in small company stocks.

MML Growth Equity Fund seeks growth of capital and income over time by investing
primarily in equity securities of large companies with long-term growth
potential.

MML Small Cap Growth Equity Fund seeks growth of capital over time by investing
primarily in equity securities of smaller and medium-size companies with
long-term growth potential.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any statement to the
contrary is a crime.

- ----------
(1) "Standard & Poor's," "Standard & Poor's 500" and "S&P 500" are trademarks of
The McGraw-Hill Companies and have been licensed for use by the Fund. The Fund
is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of
The McGraw-Hill Companies ("S&P"), or The McGraw Hill Companies, Inc. Standard &
Poor's makes no representation regarding the advisability of investing in the
Fund.

1
<PAGE>

Table Of Contents

Summary Information ....................................................... 3

About the Funds
MML Equity Fund ...................................................... 4
MML Money Market Fund ................................................ 6
MML Managed Bond Fund ................................................ 8
MML Blend Fund ....................................................... 10
MML Equity Index Fund ................................................ 12
MML Small Cap Value Equity Fund ...................................... 14
MML Growth Equity Fund ............................................... 15
MML Small Cap Growth Equity Fund ..................................... 16

Summary of Principal Risks ................................................ 17

Principal Risks by Fund ................................................... 20

Fees and Expenses ......................................................... 21

About the Investment Adviser and Sub-Advisers
Massachusetts Mutual Life Insurance Company .......................... 22
David L. Babson and Company, Inc. .................................... 22
Mellon Equity Associates, LLP ........................................ 22
Massachusetts Financial Services Company ............................. 22
J.P. Morgan Investment Management Inc. ............................... 23
Waddell & Reed Investment Management Company ......................... 23

Advisers' Prior Performance
Babson ............................................................... 24
MFS .................................................................. 26
J.P. Morgan and Waddell & Reed ....................................... 28

Investing in the Funds
Buying and Redeeming Shares .......................................... 30
Determining Net Asset Value .......................................... 30

Distributions and Taxation ................................................ 31

Investment Performance .................................................... 33

Financial Highlights ...................................................... 34

Appendix - Additional Investment Policies and Risk Considerations ......... 39

2
<PAGE>

Summary Information

The MML Series Investment Fund provides a broad range of investment choices. The
following summary identifies each Fund's investment objectives, principal
investment strategies, and principal investment risks. A "Summary of Principal
Risks" of investing in the Funds begins on page 17.

For each Fund in existence for more than one year, we have provided a bar chart
showing how the investment returns of that Fund have varied in the past ten
years, or in the years since the Fund began if it is less than ten years old.
The table following each bar chart shows how that Fund's average annual returns
for the last one, five and ten years (or, for newer Funds, for shorter periods)
compares to returns of broad-based securities market indices.

MML Growth Equity Fund, MML Small Cap Growth Equity Fund and MML Small Cap Value
Equity Fund recently commenced operations, and consequently cannot provide
annual total return information. For these Funds, we have provided performance
information based on a composite of portfolios managed with similar investment
objectives by the investment sub-adviser, set forth in the section called
"Advisers' Prior Performance."

Past performance is not necessarily an indication of future performance. It is
possible to lose money on investments in the Funds.

3
<PAGE>

About The Funds

MML Equity Fund

Investment Objectives

This Fund's primary objective is to achieve a superior total rate of return over
an extended period of time from both capital appreciation and current income.
Its secondary objective is the preservation of capital when business and
economic conditions indicate that investing for defensive purposes is
appropriate.

Principal Investment Strategies

The Fund invests primarily in dividend paying stocks, securities convertible
into stocks, and other securities (such as warrants and stock rights) whose
value is based on stock prices. The Fund's portfolio manager follows a "value"
approach that favors the stocks of companies having below-average-share-price to
company earnings ("P/E") ratios and higher dividend yields relative to their
industry groups. The Fund generally invests in publicly traded stocks of
companies with market capitalizations greater than $2 billion and a history of
operations of five years or more.

Principal Investment Risks

Among the principal risks of investing in the Fund are:

o Market Risk,
o Credit Risk,
o Management Risk,
o Derivatives Risk,
o Liquidity Risk,
o Foreign Investment Risk, and
o Leveraging Risk

These risks, and others that may affect your investment in the Fund, are
discussed in more detail in the Summary of Principal Risks following this
section.

Past Performance

The bar chart and table below show the Fund's annual returns and its long-term
performance. The bar chart shows you how the Fund's performance has varied from
year to year. The table compares the Fund's performance over time to the S&P
500, a widely recognized unmanaged index of stock performance. The Fund's
returns are net of its expenses, but do not reflect additional fees and expenses
that are deducted by the variable annuity or variable life contracts through
which you invest. Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

Average Annual Total Returns
(for the periods ended December 31, 1998)

* The S&P 500(R) is the Standard & Poor's Composite 500 Stock Price Index, a
widely recognized, unmanaged measure of common stock total return performance.

4
<PAGE>

MML Equity Fund
Annual Performance

[THE FOLLOWING TABLE WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
Years
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns 23.04% -0.51% 25.56% 10.48% 9.52% 4.10% 31.13% 20.25% 28.59% 16.20%
</TABLE>

Best Quarter: Q 12/31/98 16.16%
Worst Quarter: Q 9/30/90 -11.66%

5
<PAGE>

MML Money Market Fund

Investment Objectives

This Fund's investment objectives are to achieve high current income, the
preservation of capital, and liquidity. These objectives are of equal
importance.

Principal Investment Strategies

The Fund invests in high quality debt instruments that have a remaining maturity
not exceeding 397 days. The Fund invests principally in the following types of
short-term securities:

o commercial and other corporate obligations

o securities issued or guaranteed by the U.S. Government or its agencies

o certificates evidencing participation in bank loans

o certificates of deposit and bankers' acceptances.

It is important to note that this Fund seeks to maintain, but does not
guarantee, a stable net asset value of $1 per share. An investment in the Fund
is neither insured nor guaranteed by the Federal Deposit Insurance Corporation
or any other government agency. Although the Fund seeks to preserve the value of
your investment at $1.00 per share, you could lose money if you invest in the
Fund.

Other Principal Investment Strategies

The Fund's policy is to invest 100% of its net assets in securities having the
highest rating of at least one nationally recognized statistical rating
organization or, if unrated, that MassMutual judges to be of equivalent quality.
The Fund may invest no more than 5% of its net assets in securities that have
the second highest rating, or, if unrated, that MassMutual judges to be of
second highest quality.

Principal Investment Risks

Among the principal risks of investing in the Fund are:

o Market Risk,

o Credit Risk,

o Management Risk,

o Derivatives Risk, and

o Leveraging Risk

These risks, and others that may affect your investment in the Fund, are
discussed in more detail in the Summary of Principal Risks following this
section.

Past Performance

The bar chart and table below show the Fund's annual returns and its long-term
performance. The table shows you how the Fund's performance has varied from year
to year. The table compares the Fund's performance over time to a broad-based
money market fund index. The Fund's returns are net of its expenses, but do not
reflect additional fees and expenses that are deducted by the variable annuity
or variable life contracts through which you invest. Keep in mind that the
Fund's past performance does not indicate how it will perform in the future.

Average Annual Total Returns
(for the periods ended December 31, 1998)

* Lipper Taxable Money Market Funds Index is an unmanaged index of taxable money
market mutual funds.

The Fund's 7-day yield on December 31, 1998 was 4.79%.

6
<PAGE>

MML Money Market Fund
Annual Performance

[THE FOLLOWING TABLE WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
Years
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns 9.16% 8.12% 6.01% 3.48% 2.75% 3.84% 5.58% 5.01% 5.18% 5.16%
</TABLE>

Best Quarter: Q 6/30/89 2.35%
Worst Quarter: Q 6/30/93 .67%

7
<PAGE>

MML Managed Bond Fund

Investment Objective

This Fund's investment objective is to achieve as high a total rate of return on
an annual basis as is considered consistent with the preservation of capital.

Principal Investment Strategies

The Fund invests primarily in investment grade debt securities, including:

o domestic and foreign corporate bonds

o bonds issued or guaranteed by the U.S. Government or its agencies

o mortgage-backed and other asset-backed securities

o money market securities, including commercial paper

Some of these investments may be in securities that are not denominated in U.S.
dollars and others may be purchased subject to legal restrictions on resale, but
no more than 15% may be illiquid at the time of purchase. If the Fund purchases
a security that is not denominated in U.S. dollars, the Fund will enter into a
currency transaction either to hedge the foreign currency risk or effectively
convert the debt security to U.S. dollars.

Principal Investment Risks

Among the principal risks of investing in the Fund are:

o Market Risk,

o Credit Risk,

o Management Risk,

o Prepayment Risk,

o Liquidity Risk,

o Derivatives Risk,

o Foreign Investment Risk,

o Emerging Markets Risk,

o Currency Risk, and

o Leveraging Risk

These risks, and others that may affect your investment in the Fund, are
discussed in more detail in the Summary of Principal Risks following this
section.

Past Performance

The bar chart and table below show the Fund's annual returns and its long-term
performance. The bar chart shows you how the Fund's performance has varied from
year to year. The table compares the Fund's performance over time to a
broad-based bond market index. The Fund's returns are net of its expenses, but
do not reflect additional fees and expenses that are deducted by the variable
annuity or variable life contracts through which you invest. Keep in mind that
the Fund's past performance does not indicate how it will perform in the future.

Average Annual Total Returns
(for the periods ended December 31, 1998)

* The Lehman Brothers Government/Corporate Index is an unmanaged measure of
major U.S. government and investment grade corporate bonds with more than one
year remaining until the scheduled payment of principal.

8
<PAGE>

MML Managed Bond Fund
Annual Performance

[THE FOLLOWING TABLE WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
Years
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns 12.83% 8.37% 16.66% 7.31% 11.81% -3.76% 19.14% 3.25% 9.91% 8.14%
</TABLE>

Best Quarter: Q 6/30/89 6.81%
Worst Quarter: Q 3/31/94 -3.43%

9
<PAGE>

MML Blend Fund

Investment Objective

This Fund seeks to achieve as high a level of total rate of return over an
extended period of time as is considered consistent with prudent investment risk
and the preservation of capital.

Principal Investment Strategies

The Fund's portfolio consists of three segments:

o Money Market Segment's objectives are to achieve high current income and to
preserve capital.

o Bond Segment's objective is to achieve as high a total rate of return on an
annual basis as is considered consistent with the preservation of capital.

o Equity Segment's primary objective is to achieve a superior rate of return
over time from both capital appreciation and current income.

The Fund adjusts the mix of investments among these three market segments based
on MassMutual's judgment about each segment's potential for returns related to
the corresponding risk. These adjustments normally will be made in a gradual
manner over a period of time. Under normal circumstances at least 25% of the
Fund's total assets will be invested in debt securities. In addition, under
normal circumstances, no investment will be made that would result in more than
90% of the Fund's net assets being invested in the Equity Segment or more than
50% of the Fund's net assets being invested in the Bond Segment. Up to 100% of
the Fund's net assets may be invested in the Money Market Segment. No minimum
percentage has been established for any of the segments.

Principal Investment Risks

Among the principal risks of investing in the Fund are:

o Market Risk,

o Credit Risk,

o Management Risk,

o Prepayment Risk,

o Liquidity Risk,

o Derivatives Risk,

o Foreign Investment Risk,

o Emerging Markets Risk,

o Currency Risk, and

o Leveraging Risk

These risks, and others that may affect your investment in the Fund, are
discussed in more detail in the Summary of Principal Risks following this
section.

Past Performance

The bar chart and table below show the Fund's annual returns and its long-term
performance. The bar chart shows you how the Fund's performance has varied from
year to year. The table compares the Fund's performance over time to two
broad-based market indices, as well as a more specialized index. The Fund's
returns are net of its expenses, but do not reflect additional fees and expenses
that are deducted by the variable annuity or variable life contracts through
which you invest. Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

10
<PAGE>

Average Annual Total Returns
(for the periods ended December 31, 1998)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
One Year Five Years Ten Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
MML Blend Fund 13.56% 14.60% 13.70%
- --------------------------------------------------------------------------------
S&P 500 Index* 28.58% 24.70% 19.29%
- --------------------------------------------------------------------------------
Lehman Brothers 9.46% 7.30% 9.33%
Government/
Corporate Index**
- --------------------------------------------------------------------------------
Lipper Balanced 15.09% 13.87% 13.32%
Fund Index***
- --------------------------------------------------------------------------------
</TABLE>

* The S&P 500(R) is the Standard & Poor's Composite 500 Stock Price Index, a
widely recognized, unmanaged measure of common stock total return performance.

**The Lehman Brothers Government/Corporate Index is an unmanaged measure of
major U.S. government and investment grade corporate bonds with more than one
year remaining until the scheduled payment of principal.

***The Lipper Balanced Fund Index is an unmanaged, equally weighted measure of
the 30 largest mutual funds within their investment objective category.

MML Blend Fund
Annual Performance

[THE FOLLOWING TABLE WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
Years
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns 19.96% 2.37% 24.00% 9.36% 9.70% 2.48% 23.28% 13.95% 20.89% 13.56%
</TABLE>

Best Quarter: Q 6/30/97 10.03%
Worst Quarter: Q 9/30/90 -7.96%

11
<PAGE>

MML Equity Index Fund

Investment Objective

The Fund's investment objective is to provide investment results that correspond
to the price and yield performance of publicly traded common stocks in the
aggregate, as represented by Standard & Poor's 500 Composite Stock Price Index.

Principal Investment Strategies

The Fund seeks to duplicate the investment results of the Standard & Poor's 500
Composite Stock Price Index by investing primarily in the following securities:

o 500 selected common stocks that comprise the index, most of which are
listed on the New York Stock Exchange

o Standard & Poor's Depositary Receipts

o stock index futures

Under normal circumstances, at least 80% of the Fund's total assets will be
invested in these securities. The percentage of the Fund's assets invested in
each stock in the index is approximately the same as the percentage it
represents in the Index. There may be circumstances when the Fund is not
invested in every stock included in the Index.

Principal Investment Risks

Among the principal risks of investing in the Fund are:

o Market Risk,

o Credit Risk,

o Management Risk,

o Derivatives Risk,

o Foreign Investment Risk, and

o Leveraging Risk

These risks, and others that may affect your investment in the Fund, are
discussed in more detail in the Summary of Principal Risks following this
section.

Past Performance

The bar chart and table below show the Fund's annual returns and its long-term
performance. The bar chart shows you how the Fund's performance has varied from
year to year. The table compares the Fund's performance over time to a
broad-based stock market index. The Fund's returns are net of its expenses, but
do not reflect additional fees and expenses that are deducted by the variable
annuity or variable life contracts through which you invest. Keep in mind that
the Fund's past performance does not indicate how it will perform in the future.

Average Annual Total Returns*
(for the period ending December 31, 1998)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
One Year Since Inception
- --------------------------------------------------------------------------------
<S> <C> <C>
MML Equity Index Fund 28.22% 31.03%
- --------------------------------------------------------------------------------
S&P 500** 28.58% 31.23%
- --------------------------------------------------------------------------------
</TABLE>

*MML Equity Index Fund commenced operations on May 1, 1997.

**The S&P 500(R) is the Standard & Poor's Composite Index of 500 Stocks, a
widely recognized, unmanaged index of common stock prices.

12
<PAGE>

MML Equity Index Fund
Annual Performance

[THE FOLLOWING TABLE WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
Years
1998
<S> <C>
Average Annual Total Returns 28.22%
</TABLE>

Best Quarter: Q 12/30/98 21.2%
Worst Quarter: Q 9/30/98 -10.13%

13
<PAGE>

MML Small Cap Value Equity
Fund

Investment Objective

This Fund seeks to achieve long-term growth of capital and income by investing
primarily in a diversified portfolio of equity securities of smaller companies.

Principal Investment Strategies

The Fund invests primarily in stocks, securities convertible into stocks, and
other securities such as warrants and stock rights, whose value is based on
stock prices. The Fund generally invests in publicly traded stocks of companies
with a market capitalization, at the time of purchase, of $750 million or less.

Principal Investment Risks

Among the principal risks of investing in the Fund are:

o Market Risk,

o Small Company Risk,

o Credit Risk,

o Management Risk,

o Liquidity Risk,

o Derivatives Risk,

o Foreign Investment Risk, and

o Leveraging Risk

These risks, and others that may affect your investment in the Fund, are
discussed in more detail in the Summary of Principal Risks following this
section.

Past Performance

This Fund commenced operations on June 1, 1998, and therefore cannot provide
annual total return information. Performance information for the Fund's
sub-adviser, David L. Babson and Company, Inc., is provided in the "Advisers'
Prior Performance" section of this Prospectus.

14
<PAGE>

MML Growth Equity Fund

Investment Objective

This Fund seeks long-term growth of capital and future income.

Principal Investment Strategies

The Fund seeks to achieve its objective by investing its assets, except for
working cash balances, primarily in the common stocks and securities convertible
into common stocks of companies which the investment sub-adviser, Massachusetts
Financial Services Company ("MFS"), believes offer better than average prospects
for long-term growth.

The sub-adviser uses a bottom-up investment style, which means that securities
are selected based upon fundamental analysis performed by the portfolio manager
and the sub-adviser's large group of equity research analysts.

In managing the Fund, MFS seeks to purchase securities of companies that it
considers well-run and poised for growth, particularly companies which
demonstrate:

o a strong franchise, strong cash flows and a recurring revenue stream

o a strong industry position, where there is potential for high profit
margins and/or substantial barriers to new entry in the industry

o a strong management with a clearly defined strategy

o new products or services

The Fund may invest up to 30% of its net assets in foreign securities, including
companies in emerging markets. The Fund may have exposure to foreign currencies
through its foreign investments, its direct holdings of foreign currencies, or
through its use of foreign currency exchange contracts for the purchase or sale
of a fixed quantity of foreign currency at a future date.

Principal Investment Risks

Among the principal risks of investing in the Fund are:

o Market Risk,

o Growth Company Risk,

o Credit Risk,

o Management Risk,

o Derivatives Risk,

o Foreign Investment Risk,

o Emerging Markets Risk,

o Currency Risk, and

o Leveraging Risk

These risks, and others that may affect your investment in the Fund, are
discussed in more detail in the Summary of Principal Risks following this
section.

Past Performance

This Fund commenced operations on May 3, 1999, and therefore cannot provide
annual total return information. Performance information for the Fund's
sub-adviser, Massachusetts Financial Services Company, is provided in the
"Advisers' Prior Performance" section of this Prospectus.

15
<PAGE>

MML Small Cap Growth Equity
Fund

Investment Objective

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

This Fund seeks to achieve its objective by keeping its assets invested in
common stocks and securities which are convertible into stock, as market
conditions warrant. The Fund may maintain cash reserves for liquidity and
defensive purposes. The Fund will generally buy securities of companies whose
market capitalization is greater than $100 million but less than $1.5 billion at
the time of purchase. The Fund is not required to invest in dividend-paying
stocks, since current income is not an objective of the Fund.

MassMutual has retained two sub-advisers to manage the Fund, each being
responsible to manage a portion of the assets of the portfolio.

J.P. Morgan Investment Management Inc.'s ("J.P. Morgan") investment process
emphasizes in-depth proprietary research and stock valuation and selection. The
sub-adviser's research analysts forecast companies' prospects over a relatively
long period - often as much as five years - in an effort to gain insight into a
company's real growth potential. J.P. Morgan uses a variety of valuation models
to quantify the research team's findings and rank companies in each industry
according to their relative value. Using the research and rankings, companies
are chosen focusing on each company's business strategy and competitive
environment. The sub-adviser seeks to buy stocks for the Fund that are ranked as
undervalued or fairly valued and are poised for long-term growth. While J.P.
Morgan holds stocks in many industries, it tends to emphasize industries with
higher growth potential, such as technology, health care and consumer services.

Waddell & Reed Investment Management Company ("Waddell & Reed") uses a bottom-up
process, generally emphasizing long-term growth potential and superior financial
characteristics, such as: annual revenue and earnings growth rate of 25%+,
pre-tax margins of 20%+, and debt-free capital structure.

Generally, companies also are considered which are strong niche players with a
defensible market position, have active involvement of the founder-entrepreneur,
and demonstrate commitment to their employees, customers, suppliers and
shareholders.

Waddell & Reed typically buys companies with an anticipated three-year holding
period, and therefore expects this portion of the Fund's portfolio to have lower
than 50% annual turnover.

Principal Investment Risks

Among the principal risks of investing in the Fund are:

o Market Risk,

o Small Company Risk

o Credit Risk,

o Growth Company Risk,

o Management Risk,

o Liquidity Risk,

o Derivatives Risk,

o Foreign Investment Risk,

o Emerging Markets Risk,

o Currency Risk, and

o Leveraging Risk

These risks, and others that may affect your investment in the Fund, are
discussed in more detail in the Summary of Principal Risks following this
section.

Past Performance

This Fund commenced operations on May 3, 1999, and therefore cannot provide
annual total return information. Performance information for the Fund's two
sub-advisers, J.P. Morgan and Waddell & Reed, is provided in the "Advisers'
Prior Performance" section of this Prospectus.

16
<PAGE>

Summary Of Principal Risks

The value of your investment in a Fund changes with the values of the
investments in a Fund's portfolio. Many factors can affect those values. Factors
that may affect a particular Fund's portfolio as a whole are called "principal
risks." They are summarized in this section. The chart at the end of this
section displays similar information. All Funds could be subject to additional
principal risks because the types of investments made by each Fund can change
over time. Investments mentioned in this summary and described in greater detail
under "Additional Investment Policies and Risk Considerations" appear in bold
type. This section also includes more information about the Funds, their
investments and the related risks. Although the Funds strive to reach their
stated goals, they cannot offer guaranteed results. You could make money in
these Funds, but you also have the potential to lose money.

o Market Risk. All the Funds are subject to market risk, which is the general
risk of unfavorable market-induced changes in the value of a security. MML
Money Market Fund, MML Managed Bond Fund, MML Equity Index Fund and MML
Blend Fund's Bond and Money Market Segments are subject to market risk
because they invest some or all of their assets in debt securities such as
bonds, notes and asset-backed securities. Debt securities are obligations
of the issuer to make payments of principal and/or interest on future
dates. As interest rates rise, your investment in these Funds is likely to
be worth less because their debt securities are likely to be worth less.

This kind of market risk, also called interest rate risk, is generally
greater for debt securities with longer maturities and portfolios with
longer durations. Even the highest quality debt securities are subject to
market risk which is generally greater for lower-rated securities or
comparable unrated securities.

In the case of stocks and other equity securities, market risk is the
result of a number of factors, including general economic and market
conditions, prospects of the securities' issuer, changing interest rates,
and real or perceived economic and competitive industry conditions.

MML Equity Fund, the Equity Segment of MML Blend Fund, MML Growth Fund, MML
Small Cap Value Fund and MML Small Cap Growth Fund maintain substantial
exposure to equities and do not attempt to time the market. Because of this
exposure, the possibility that stock market prices in general will decline
over short or even extended periods subjects these Funds to unpredictable
declines in the value of their shares, as well as periods of poor
performance. Market risk also includes more specific risks affecting the
issuer, such as management performance, financial leverage, industry
problems and reduced demand for the issuer's goods or services.

o Smaller Company Risk. Market risk and liquidity risk are particularly
pronounced for stocks of companies with relatively small market
capitalizations. These companies may have limited product lines, markets or
financial resources or they may depend on a few key employees. MML Small
Cap Value Equity Fund and MML Small Cap Growth Equity Fund generally have
the greatest exposure to this risk.

o Growth Company Risk. Market risk is also particularly pronounced for
"growth" companies. The prices of growth company securities held by MML
Growth Equity Fund and MML Small Cap Growth Equity Fund may fall to a
greater extent than the overall equity markets (e.g. as represented by the
S&P 500 Index) because of changing economic, political or market factors.
Growth company securities tend to be more volatile in terms of price swings
and trading volume.

17
<PAGE>

o Credit Risk. All of the Funds are subject to credit risk. This is the risk
that the issuer or the guarantor of a debt security, or the counterparty to
a derivatives contract or securities loan, will be unable or unwilling to
make timely principal and/or interest payments, or to otherwise honor its
obligations. There are varying degrees of credit risk, which are often
reflected in credit ratings. Credit risk is particularly significant for
MML Managed Bond Fund and the Bond Segment of MML Blend Fund to the extent
they invest in below investment-grade securities. These debt securities and
similar unrated securities, which are commonly known as "junk bonds," have
speculative elements or are predominantly speculative credit risks. MML
Managed Bond Fund and the Bond Segment of MML Blend Fund invest in foreign
debt securities and, accordingly, are also subject to increased credit risk
because of the difficulties of requiring foreign entities, including
issuers of sovereign debt, to honor their contractual commitments, and
because a number of foreign governments and other issuers are already in
default.

o Management Risk. Each Fund is subject to management risk because it is an
actively managed investment portfolio. Management risk is the chance that
poor security selection will cause the Fund to underperform other funds
with similar investment objectives. The Funds' investment advisers manage
the Funds according to the traditional methods of active investment
management, that is, by buying and selling of securities based upon
economic, financial and market analysis and investment judgment. The Funds'
investment advisers apply their investment techniques and risk analyses in
making investment decisions for the Funds, but there can be no guarantee
they will produce the desired result.

o Prepayment and Reinvestment Risk. Prepayment risk is the risk that
principal will be repaid at a different rate than anticipated, causing the
return on mortgage-backed securities to be less than expected when
purchased. MML Managed Bond Fund and the Bond Segment of MML Blend Fund may
be subject to prepayment risk if they invest in mortgage-related or other
asset-backed securities that may be prepaid. These securities have variable
maturities that tend to lengthen when interest rates are rising, which is
the least desirable time. These Funds are also subject to reinvestment
risk, which is the chance that cash flows from securities will be
reinvested at lower rates in a falling interest rate environment.

o Liquidity Risk. Liquidity risk exists when particular investments are
difficult to purchase or sell, possibly preventing a Fund from selling
these illiquid securities at an advantageous price. Investments in
derivatives, foreign securities, private placements and securities with
small market capitalization and substantial market and/or credit risk tend
to have greater liquidity risk. Accordingly, MML Managed Bond Fund, MML
Small Cap Value Equity Fund, MML Small Cap Growth Equity Fund and the Bond
Segment of MML Blend Fund may be subject to liquidity risk.

o Derivatives Risk. All Funds may use derivatives, which are financial
contracts whose value depends on, or is derived from, the value of an
underlying asset, reference rate or index. The Funds will sometimes use
derivatives as part of a strategy designed to reduce other risks and
sometimes will use derivatives for leverage, which increases opportunities
for gain but also involves greater risk. In addition to other risks such as
the credit risk of the counterparty, derivatives involve the risk of
mispricing or improper valuation and the risk that changes in the value of
the derivative may not correlate perfectly with relevant assets, rates and
indices. In addition, a Fund's use of derivatives may affect the timing and
amount of taxes payable by shareholders.

o Foreign Investment Risk. Funds investing in foreign securities may
experience more rapid and extreme changes in value than Funds with
investments solely in securities of U.S. companies. This is because the
securities markets of many foreign countries are relatively small, with a
limited number of companies representing a small number of

18
<PAGE>

industries. In addition, foreign securities issuers are not usually subject
to the same degree of regulation as U.S. issuers. Reporting, accounting and
auditing standards of foreign countries differ, in some cases
significantly, from U.S. standards. Also, nationalization, expropriation or
confiscatory taxation, currency blockage, political changes or diplomatic
developments could adversely affect a Fund's investments in a foreign
country. In the event of nationalization, expropriation or other
confiscation, a Fund could lose its entire investment. Adverse developments
in certain regions, such as Southeast Asia, can also adversely affect
securities of other countries whose economies appear to be unrelated.

MML Equity Fund, MML Managed Bond Fund, the Bond Segment of MML Blend Fund,
MML Growth Equity Fund and MML Small Cap Growth Equity Fund are subject to
foreign investment risk. Because the Standard & Poor's 500 Composite Stock
Price Index includes the stocks of some foreign issuers, MML Equity Index
Fund may also invest in these foreign securities, subjecting this Fund to
foreign investment risk.

o Emerging Markets Risk. When the Adviser or Sub-Adviser deems those
investments are consistent with the Fund's investment objectives and
policies, MML Growth Equity Fund, MML Small Cap Growth Equity Fund, MML
Blend Fund and MML Managed Bond may invest in emerging markets, subject to
the applicable restrictions on foreign investments. Emerging markets are
generally considered to be the countries having "emerging market economies"
based on factors such as the country's foreign currency debt rating, its
political and economic stability, the development of its financial and
capital markets and the level of its economy. Investing in foreign
securities in emerging markets involves special risks, including less
liquidity and more price volatility than securities of comparable domestic
issuers or in established foreign markets. Emerging markets also may be
concentrated towards particular industries. There may also be different
clearing and settlement procedures, or an inability to handle large volumes
of transactions. These could result in settlement delays and temporary
periods when a portion of a Fund's assets are not invested, or a loss in
value due to illiquidity.

o Currency Risk. MML Managed Bond Fund, the Bond Segment of MML Blend Fund,
MML Growth Equity Fund and MML Small Cap Growth Equity Fund are subject to
currency risk to the extent that they invest in securities of foreign
companies that are traded in, and receive revenues in, foreign currencies.
Currency risk is caused by uncertainty in foreign currency exchange rates.
Fluctuations in the value of the U.S. dollar relative to foreign currencies
may enhance or diminish returns a U.S. investor would receive on foreign
investments. The Funds may, but will not necessarily, engage in foreign
currency transactions in order to protect the value of portfolio holdings
denominated in particular currencies against fluctuations in value. There
is a risk that those currencies will decline in value relative to the U.S.
dollar, or, in the case of hedging positions, that the U.S. dollar will
decline in value relative to the currency hedged.

The Bond Segment of MML Blend Fund and MML Managed Bond Fund intend to
invest in foreign securities if (i) such securities are denominated in U.S.
dollars, or (ii) if not denominated in U.S. dollars, these Funds will enter
into a foreign currency transaction intended to hedge the currency risk
associated with a particular foreign security.

o Leveraging Risk. When a Fund borrows money or otherwise leverages its
portfolio, the value of an investment in that Fund will be more volatile
and all other risks will tend to be compounded. All of the Funds may take
on leveraging risk by investing collateral from securities loans, by using
derivatives and by borrowing money to repurchase shares or to meet
redemption requests.

19
<PAGE>

Principal Risks by Fund

The following chart summarizes the Principal Risks of each Fund. Risks not
marked for a particular Fund may, however, still apply to some extent to that
Fund at various times.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Smaller Growth Pre Foreign Emerging
Market Company Company Credit Management payment Liquidity Derivative Investment Markets Currency Leveraging
Fund Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MML Equity
Fund X X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
MML Money
Market Fund X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
MML Managed
Bond Fund X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
MML Blend
Fund X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
MML Equity
Index Fund X X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
MML Small
Cap Value
Equity Fund X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
MML Growth
Equity Fund X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
MML Small
Cap Growth
Equity Fund X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

20
<PAGE>

Fees and Expenses

As an investor, you pay certain fees and expenses in connection with your
investment. These fees and expenses will vary depending on the Fund in which you
invest. The fee tables shown below are meant to assist you in understanding
these fees and expenses. Annual Fund Operating Expenses refer to the costs of
operating the Funds. These costs are deducted from a Fund's assets, which means
you pay them indirectly.

This table describes the fees and expenses you may pay if you invest in the
Funds.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
MML MM
MML MML MML Small Cap MML Small Cap
MML Money Managed MML Equity Value Growth Growth
Equity Market Bond Blend Index Equity Equity Equity
==========================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Fund
Operating
Expenses
(expenses that
are deducted
from Fund
assets)
% of average daily
net assets 0.0039% 0.0380% 0.0287% 0.0042% 0.1992% 0.6179% 0.25% 0.25%

Management
Fees 0.3672% 0.4563% 0.4525% 0.3672% 0.3996% 0.6715% 0.80% 1.075%

Other
Expenses -0.507%* -0.14%* -0.14%*

Total** 0.3710% 0.4942% 0.4812% 0.3714% 0.4965% 0.7815% 0.91% 1.185%
==========================================================================================================
</TABLE>

*MassMutual has agreed to bear the expenses (other than the management fees,
interest, taxes, brokerage commissions and extraordinary expenses) in excess of
.11% of the average daily net asset values through April 30, 2000 for MML Equity
Fund, MML Money Market Fund, MML Managed Bond Fund, MML Blend Fund, MML Small
Cap Value Equity Fund, MML Growth Equity Fund and MML Small Cap Growth Fund.
Such agreement cannot be terminated unilaterally by MassMutual.

**Other Expenses and Total Operating Expenses for MML Growth Equity Fund and MML
Small Cap Growth Equity Fund are based on estimated amounts for the first fiscal
year of these Funds.

EXAMPLES. These examples are intended to help you compare the cost of investing
in MML Series Investment Fund with the cost of investing in other mutual funds.
The examples assume you invest $10,000 in the shares of the Funds for the time
periods indicated, that your investment earns a 5% return each year and that
each Fund's operating expenses remain the same. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
MML MM
MML MML MML Small Cap MML Small Cap
MML Money Managed MML Equity Value Growth Growth
Equity Market Bond Blend Index Equity Equity Equity
==========================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year $38.96 $51.89 $50.53 $39.00 $62.86 $82.06 $95.55 $124.43

3 Years $122.34 $162.75 $158.50 $122.47 $196.95 $369.00 $326.47 $388.80

5 Years $213.59 $283.77 $276.39 $213.81 $343.02 $677.57 N/A N/A

10 Years $481.16 $637.09 $620.73 $481.67 $767.87 $1,552.99 N/A N/A
==========================================================================================================
</TABLE>

Since the Funds do not impose any shareholder fees, the figures shown would be
the same whether you sold your shares at the end of a period or kept them.

21
<PAGE>

About The Investment Adviser and
Sub-Advisers

MassMutual is the Funds' investment manager and is responsible for providing all
necessary investment management and administrative services. Founded in 1851,
MassMutual is a mutual life insurance company that provides a broad portfolio of
insurance, money management, retirement and asset accumulation products and
services for individuals and businesses. MassMutual, together with its
subsidiaries, has assets in excess of $67 billion and assets under management in
excess of $176 billion. MassMutual uses its subsidiary, David L. Babson and
Company, Inc., to help manage certain Funds.

In 1998, each Fund paid MassMutual an investment management fee based on a
percentage of its average daily net assets as follows: MML Equity Fund, .37%;
MML Money Market Fund, .46%; MML Managed Bond Fund, .45%; MML Blend Fund, .37%;
MML Equity Index Fund, .40%; MML Small Cap Value Equity Fund, .39%.

Ms. Mary Wilson Kibbe is the person principally responsible for the
day-to-day management of MML Money Market Fund, MML Managed Bond Fund and
the Money Market and Bond Segments of MML Blend Fund. She has managed these
accounts since their inception. She has been associated with MassMutual
since 1982 and is responsible for overseeing all public fixed income
trading for MassMutual and its insurance company subsidiaries.

David L. Babson and Company, Inc. ("Babson") manages the investments of MML
Equity Fund, the Equity Segment of MML Blend Fund, and MML Small Cap Value Fund.
Babson has provided investment advice to individual and institutional investors
for more than 50 years and manages more than $19 billion.

Mr. Walter T. McCormick is the person principally responsible for the
day-to-day management of MML Equity Fund and the Equity Segment of MML
Blend Fund. Mr. McCormick, who has 14 years of investment experience,
joined Babson and began managing these accounts in July 1998. Prior to
that, he managed equity portfolios for Keystone Investments, Inc.

George M. Ulrich is the person principally responsible for the day-to-day
management of MML Small Cap Value Equity Fund. He has managed the Fund
since its inception and has 32 years of investment experience. He joined
Babson in 1996 and has been associated with the MassMutual organization as
a portfolio manager since 1983.

Mellon Equity Associates, LLP ("Mellon Equity") serves as MML Equity Index
Fund's investment sub-adviser, providing day-to-day management of the Fund's
investments. Mellon Equity is a Pennsylvania business trust founded in 1987
whose beneficial owners are Mellon Bank N.A. and MMIP, Inc. (a wholly owned
subsidiary of Mellon Bank Corporation ("Mellon Bank")). Mellon Equity is a
registered investment adviser. As of December 31, 1998, Mellon Equity had
approximately $9 billion assets under management, and serves as the investment
adviser or sub-adviser of 18 other investment companies.

Massachusetts Financial Services Company ("MFS") manages the investments of the
MML Growth Equity Fund. MFS has approximately $95 billion in assets under
management. MFS is an indirect, wholly-owned subsidiary of Sun Life
Assurance Company of Canada.

Mr. Stephen Pesek is primarily responsible for the day-to-day management of
the portfolio of MML Growth Equity Fund. He has been a with MFS since 1994,
and is a Vice President of MFS. He manages other portfolios with similar
objectives to the Fund.

22
<PAGE>

J.P. Morgan Investment Management Inc. ("J.P. Morgan") manages 50% of the
portfolio of MML Small Cap Growth Equity Fund. J.P. Morgan manages over $277
billion in assets, and $56.4 billion in U.S. institutional equity assets.

Ms. Candice Eggress is primarily responsible for the day-to-day management
of the portfolio of the Fund. Ms. Eggress has been with J.P. Morgan since
May of 1996 as a member of the U.S. small company portfolio management
team, and from June of 1993 to May of 1996 held a similar position with
Weiss, Peck & Greer. Ms. Eggress manages other portfolios for J.P. Morgan
with similar investment objectives to the Fund.

Ms. Saira Malik is a J.P. Morgan professional who assists Ms. Eggress with
the day-to-day management of the portfolio of the Fund. Ms. Malik has been
with J.P. Morgan since July of 1995 as a small company equity analyst and
portfolio manager after graduating from the University of Wisconsin with an
M.S. in finance. Ms. Malik manages or assists with managing other
portfolios for J.P. Morgan with similar investment objectives to the Fund.

Waddell & Reed Investment Management Company ("Waddell & Reed") manages 50% of
the portfolio of MML Small Cap Growth Equity Fund. Waddell & Reed has
approximately $27 billion in assets under management, including approximately
$3.4 billion in institutional assets.

Mr. Mark Seferovich, CFA is primarily responsible for the day-to-day
management of the portfolio of MML Small Cap Growth Equity Fund. Mr.
Seferovich is a senior vice president of Waddell & Reed and the lead
portfolio manager of its small cap style. He joined Waddell & Reed in
February 1989 as manager of small capitalization growth equity funds. From
1982 to 1988 he was a portfolio manager for Security Management Company and
prior to that was security analyst/portfolio manager with Reimer & Koger
Associates.

Mr. Grant Sarris, CFA is a Waddell & Reed professional who assists Mr.
Seferovich in the day-to-day management of the portfolio of the Fund. Mr.
Sarris is currently a vice president and portfolio manager for Waddell &
Reed. He joined Waddell & Reed in 1991 as an investment analyst. In 1996 he
was named assistant portfolio manager of the small capitalization growth
equity style. Prior to joining Waddell & Reed, he was an intern with
Shin-Nihon Kohan, Ltd. in Tokyo.

23
<PAGE>

Advisers' Prior Performance

Babson

Babson serves as the investment manager of other accounts that have investment
objectives, policies and strategies that are substantially similar to those of
MML Small Cap Value Equity 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 estimated 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, 1998, 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. 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 purchases 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.

The following table also shows the average annual total return of the Russell
2000 Index(R) for the same periods.

The quoted performance does not represent the historical performance of the Fund
and should not be interpreted as being indicative of the future performance of
the Fund.

Composite Performance of
Small Cap Value Accounts

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1 Yr. Period 3 Yr. Period 5 Yr. Period 10 Yr. Period
Ended Ended Ended Ended
12/31/98 12/31/98 12/31/98 12/31/98
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Small Cap
Value
Accounts -8.93% 15.18% 11.91% 13.08%
- --------------------------------------------------------------------------------
Russell 2000
Index* -2.55% 11.58% 11.87% 12.92%
- --------------------------------------------------------------------------------
</TABLE>

*The Russell 2000 Index(R) is a widely recognized unmanaged index consisting of
2,000 small capitalization common stocks.

24
<PAGE>

Composite Performance of Small Cap Value Accounts

<TABLE>
<CAPTION>
Years
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns 18.61% -5.46% 29.21% 17.45% 14.46% -4.31% 20.07% 22.93% 36.48% -8.93%
</TABLE>

Best Quarter: Q 6/30/97 18.65%
Worst Quarter: Q 9/30/98 -19.08

Set forth below is the composite annual performance and average annual total
returns for the Small Cap Value Accounts, without considering investment
management, administrative or custody fees.

<TABLE>
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
19.27% -4.91% 29.87% 17.87% 14.89%

1994 1995 1996 1997 1998
---- ---- ---- ---- ----
-3.9% 20.63% 23.67% 37.35% -8.3%

<CAPTION>
One Year Three Year Five Year Ten Year
- -------- ---------- --------- --------
<S> <C> <C> <C>
-8.3% 20.63% 14.89% 19.27%
</TABLE>

25
<PAGE>

MFS

Performance data shown below is based on a composite of all other portfolios
managed by MFS, the Fund's sub-adviser, adjusted to reflect the fees and
expenses of the Fund (the "Growth Equity Accounts"). Some of these portfolios
are mutual funds registered with the SEC, and some are private accounts. All the
portfolios have substantially the same investment objectives and policies and
are managed in accordance with essentially the same investment strategies and
techniques as those of the Fund. However, the private account portfolios are not
registered with the SEC and therefore are not subject to the limitations,
diversification requirements and other restrictions which the Fund, as a
registered mutual fund, will be subject to. The performance of the private
accounts may have been adversely affected if they had been registered with the
SEC.

The performance information shown below is a composite of portfolios managed by
the Fund's sub-adviser with similar investment objectives and policies and
without significant client-imposed restrictions, adjusted to reflect the fees
and expenses of the Fund. The performance information shown below has not been
adjusted to give effect to charges imposed by the separate accounts that invest
in the Fund, which, if included, would decrease the performance figures shown.
The following table also shows the average annual total return of the S&P 500
Index for the same periods.

The quoted performance does not represent the historical performance of the Fund
and should not be interpreted as being indicative of the future performance of
the Fund.

Composite Performance of
Growth Equity Accounts

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1 Yr. 3 Yr. 5 Yr. 10 Yr.
Period Period Period Period
Ended Ended Ended Ended
12/31/98 12/31/98 12/31/98 12/31/98
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth Equity
Accounts 40.58% 36.73% 24.94% 21.46%
- --------------------------------------------------------------------------------
S&P 500* 28.58% 28.23% 24.70% 19.29%
- --------------------------------------------------------------------------------
</TABLE>

*The S&P 500(R) is the Standard & Poor's Composite 500 Stock Price Index, a
widely recognized, unmanaged measure of common stock total return performance.

26
<PAGE>

Composite of Growth Equity Accounts'
Annual Performance

[THE FOLLOWING TABLE WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
Years
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns 35.40% -5.30% 47.57% 6.18% 14.24% -7.09% 28.21% 22.72% 48.18% 40.58%
</TABLE>

Best Quarter: Q 12/31/98 25.91%
Worst Quarter: Q 9/30/90 -25.25%

Set forth below is the composite annual performance and average annual total
returns for MFS for its Growth Equity Accounts, without considering investment
management, administrative or custody fees:

<TABLE>
<S> <C> <C> <C> <C>
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
36.44% -4.26% 48.61% 7.22% 15.28%

1994 1995 1996 1997 1998
---- ---- ---- ---- ----
-6.05% 29.25% 23.76% 49.22% 41.62%

<CAPTION>
One Year Three Year Five Year Ten Year
- -------- ---------- --------- --------
<S> <C> <C> <C>
41.62% 37.77% 26.00% 22.52%
</TABLE>

27
<PAGE>

J.P. Morgan and Waddell & Reed

Both J.P. Morgan and Waddell & Reed provide investment management services for
other accounts that have investment objectives, policies and strategies that are
similar to those of MML Small Cap Growth Equity Fund (collectively, the "Small
Cap Growth Equity Accounts").

The J.P. Morgan performance data is based on the historical performance of all
discretionary investment management accounts under its management with
substantially similar investment objectives and policies as the Fund, adjusted
to reflect the fees and expenses of the Fund. Some of these portfolios are
mutual funds registered with the SEC, and some are private accounts. The private
account portfolios are not registered with the SEC and therefore are not subject
to the limitations, diversification requirements and other restrictions which
the Fund, as a registered mutual fund, will be subject to. In addition, the
private accounts managed by J.P. Morgan includes 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. The performance of the
private accounts may have been adversely affected if they had been registered
with the SEC and subject to Subchapter M of the Code.

From January 1, 1996, the Waddell & Reed performance data is based on a
composite of all accounts it manages with substantially similar investment
objectives and policies as the Fund, adjusted to reflect the fees and expenses
of the Fund. From inception of the Waddell & Reed's Small Cap Composite on April
1, 1989 through December 31, 1995, performance is based on data of Small Cap
style mutual fund portfolios managed by Waddell & Reed. The private account
portfolios are not registered with the SEC and therefore are not subject to the
limitations, diversification requirements and other restrictions which the Fund,
as a registered mutual fund, will be subject to. In addition, the private
accounts managed by Waddell & Reed includes 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. The performance of the
private accounts may have been adversely affected if they had been registered
with the SEC and subject to Subchapter M of the Code.

The composite performance shown is a composite of portfolios managed by each of
the Fund's Sub-Advisers with similar investment objectives and policies and
without significant client-imposed restrictions, adjusted to reflect the fees
and expenses of the Fund. The performance information shown for both J.P. Morgan
and Waddell & Reed has not been adjusted to give effect to charges imposed by
the separate accounts that invest in the Fund, which, if included, would
decrease the performance figures shown.

Composite performance for each of the Sub-Adviser's portfolios is provided
solely to illustrate that Sub-Adviser's performance in managing portfolios with
investment objectives similar to the applicable Fund. Such performance is not
indicative of future rates of return. Prior performance of the Sub-Advisers is
no indication of future performance of any of the Funds.

Composite Performance of
Small Cap Growth Accounts

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1 Yr. 3 Yr. 5 Yr. 10 Yr.
Period Period Period Period
Ended Ended Ended Ended
12/31/98 12/31/98 12/31/98 12/31/98
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J.P. Morgan
Small Cap
Growth
Accounts 0.82% 17.24% N/A N/A
- --------------------------------------------------------------------------------
Waddell &
Reed
Small Cap
Growth
Accounts 54.76% 31.11% 27.57% N/A
- --------------------------------------------------------------------------------
Russell 2000
Growth Index* -2.49% 11.58% 11.88% N/A
- --------------------------------------------------------------------------------
</TABLE>

* The Russell 2000(R) Growth Index is an unmanaged index consisting of 2,000
common stocks of small-capitalization, growth-oriented companies.

28
<PAGE>

Composite of Small Cap Growth Accounts'
Annual Performance

[THE FOLLOWING TABLE WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
Years
Average Annual Total Returns 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Waddell & Reed N/A 2.02% 89.15% 4.43% 11.03% 11.88% 34.01% 6.50% 36.74% 54.76%
J.P. Morgan N/A N/A N/A N/A N/A N/A 41.92% 24.02% 28.87% 0.82%

</TABLE>

J.P. Morgan's Best Quarter: Q 12/31/98 23.92%
J.P. Morgan's Worst Quarter: Q 9/30/98 -22.02%
Waddell & Reed's Best Quarter: Q 12/31/98 36.60%
Waddell & Reed's Worst Quarter: Q 9/30/90 -18.12%

Set forth below is the composite annual performance and average annual total
returns for J.P. Morgan, without considering investment management,
administrative or custody fees:

<TABLE>
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
N/A N/A N/A N/A N/A

<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
N/A 43.24% 25.34% 30.19% 2.14%

<CAPTION>
One Year Three Year Five Year Ten Year
-------- ---------- --------- --------
<S> <C> <C> <C>
2.14% 18.56% N/A N/A
</TABLE>

Set forth below is the composite annual performance and average annual total
returns for Waddell & Reed, without considering investment management,
administrative or custody fees:

<TABLE>
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
N/A 3.34% 90.46% 5.75% 12.35%

<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
13.2% 35.33% 7.81% 38.06% 56.1%

<CAPTION>
One Year Three Year Five Year Ten Year
-------- ---------- --------- --------
<S> <C> <C> <C>
56.10% 32.45% 28.91% N/A
</TABLE>

29
<PAGE>

Investing In The Funds

Buying and Redeeming Shares

MML Series Investment Fund provides an investment vehicle for the separate
investment accounts of variable life and variable annuity contracts offered by
companies such as MassMutual. Shares of MML Series Investment Fund are not
offered to the general public.

The shares of each Fund are sold at their net asset value (NAV) as next computed
after receipt of the purchase order, without the deduction of any selling
commission or "sales load." The Funds' generally determine their NAV at 4:00
p.m. Eastern time every day the New York Stock Exchange is open. Your purchase
order will be priced at the next net asset value calculated after your order is
accepted by the Funds. The Funds will suspend selling their shares during any
period when the determination of NAV is suspended.

The Funds redeem their shares at their next NAV computed after the Funds'
transfer agent receives your redemption request. You will usually receive
payment for your shares within 7 days after the transfer agent receives your
written redemption request. The Funds can also suspend or postpone payment, when
permitted by applicable law and regulations.

The redemption price may be paid in cash or wholly or partly in kind if the
Funds' determine that such payment is advisable in the interest of the remaining
shareholders. In making such payment wholly or partly in kind, a 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.

Determining Net Asset Value

The Funds generally determine their NAV's at 4:00 p.m. Eastern time on each day
the New York Stock Exchange is open.

The Funds generally value portfolio securities based on market value. For
example, equity securities and long-term bonds are valued on the basis of
valuations provided by one or more pricing services approved by the Funds' Board
of Trustees. Short-term securities with more than 60 days to maturity from the
date of purchase are valued at fair market value. Money market securities with a
maturity of 60 days or less are generally valued at their amortized cost.

30
<PAGE>

Distributions and Taxation

Distributions

The declaration and distribution policies specific to each Fund are outlined
below.

o MML Equity, MML Equity Index, MML Small Cap Value Equity , MML Growth
Equity and MML Small Cap Growth Equity Funds. Distributions, if any, are
declared and paid annually. Distributions may be taken either in cash or in
additional shares of the respective Funds at net asset value on the first
business day after the record date for the distribution, at the option of
the shareholder.

o MML Managed Bond and MML Blend Funds. Dividends from net investment income
are declared and paid quarterly. Capital gains declarations and
distributions of net capital gains, if any, are made annually.
Distributions may be taken either in cash or in additional shares of the
applicable Fund at the option of the shareholder shares are valued at net
asset value on the first business day after the record date for the
distribution.

o MML Money Market Fund. The net income of MML Money Market Fund, as defined
below, is determined as of the normal close of trading on the New York
Stock Exchange on each day the Exchange is open. All the net income is
declared as a dividend to shareholders of record as of that time. Dividends
are distributed promptly after the end of each calendar month in additional
shares of MML Money Market Fund at the then current net asset value, or in
cash, at the option of the shareholder.

For this purpose the net income of MML Money Market Fund consists of all
interest income accrued on its portfolio, plus realized gains or minus
realized losses, and less all expenses and liabilities chargeable against
income. Interest income includes discount earned (including both original
issue and market discount) on paper purchased at a discount, less
amortization of premium, accrued to the date of maturity. Expenses,
including the compensation payable to MassMutual, are accrued each day.

If MML Money Market Fund incurs or anticipates any unusual expense, loss or
depreciation that would adversely affect its net asset value per share or
income for a particular period, the Fund would consider whether to adhere
to the dividend policy described above or to revise it in the light of the
then prevailing circumstances. For example, if MML Money Market Fund's net
asset value per share were reduced, or were anticipated to be reduced,
below $1.00, the Fund might suspend further dividend payments until the net
asset value returned to $1.00. Thus, such expenses, losses or depreciation
might result in an investor receiving no dividends for the period during
which the shares were held and in receiving upon redemption a price per
share lower than the purchase price.

Taxation

Each Fund intends to continue to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code. As a result, none of the Funds will
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.

Generally, owners of variable life and variable annuity contracts are not taxed
currently on income or gains realized with respect to such contracts. However,
some distributions from such contracts may be taxable at ordinary income tax
rates. In addition, distributions made to an owner who is younger than 59 1/2
years may be subject to a 10% penalty tax. Investors should ask their own tax
advisors for more information on their own tax situation, including possible
foreign, state or local taxes.

31
<PAGE>

In order for investors to receive the favorable tax treatment available to
holders of variable annuity and variable life contracts, the separate accounts
underlying such contracts, as well as the Funds in which these accounts invest,
must meet certain diversification requirements. Each Fund intends to comply with
these requirements. If a Fund does not meet these requirements, income from the
contracts would be taxable currently to the holders of such contracts.

A Fund's investment in foreign securities may be subject to foreign withholding
taxes. In that case, the Fund's yield on those securities would be decreased.

Please refer to the Statement of Additional Information for more information
regarding the tax treatment of the Funds. Please refer to the prospectuses of
the separate accounts with interests in the Funds for a discussion of the tax
consequences of variable annuity and variable life contracts.

32
<PAGE>

Investment Performance

From time to time, each of the Funds may advertise investment performance
figures. These figures are based on historical earnings and should not be used
to predict the future performance of a Fund.

Yields and total returns shown for the Funds are net of the Funds' operating
expenses, but do not take into account charges and expenses attributable to the
variable annuity or variable life insurance contracts through which you invest.
These expenses reduce the returns and yields you ultimately receive, so you
should bear those expenses in mind when evaluating the performance of the Funds
and when comparing the yields and returns of the Funds with those of other
mutual funds.

MML Money Market Fund may advertise its yield and its effective yield. The yield
of MML Money Market Fund refers to the income generated by the Fund over a
seven-day period (the specific period will be stated in the advertisement). This
income is then assumed to be earned each week over a 52-week period. The
effective yield is calculated similarly, but the income earned by an investment
in the Fund is assumed to be reinvested.

MML Managed Bond Fund, MML Blend Fund, MML Equity Fund, MML Equity Index Fund,
MML Small Cap Value Equity Fund, MML Growth Equity Fund, and MML Small Cap
Growth Equity Fund may also quote yield. The yield for each of these Funds
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.

Each of the Funds may advertise its total return and its holding period return
for various periods of time. Total return is calculated by determining the
average annual compounded rate of return that an investment in the Fund earned
over a specified period, assuming reinvestment of all distributions. Holding
period return refers to the percentage change in the value of an investment in a
Fund over a period of time assuming reinvestment of all distributions. Total
return and holding period return differ from yield. The return figures include
capital changes in an investment while yield measures the rate of net income
generated by a Fund. The difference between total return and holding period
return is that total return is an average annual figure while holding period
return is an aggregate figure for the entire period.

For more information about the investment performance of the Funds, see the
Statement of Additional Information.

33
<PAGE>

Financial Highlights

The Financial Highlights table is intended to help you understand the Funds'
financial performance for the past 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Funds' financial statements, are included in the Annual Report, which
is available on request. Financial highlights are not available for MML Growth
Equity Fund and MML Small Cap Growth Equity Fund since they commenced operations
on May 3, 1999.

Selected per share data for each series share outstanding throughout each year
ended December 31:

<TABLE>
<CAPTION>
MML EQUITY FUND

1998 1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
Net asset value:
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning of year $ 35.443 $ 29.786 $ 25.924 $ 20.520 $20.510 $19.862 $ 18.735
--------- --------- --------- --------- ------- ------- ---------
Income from investment operations:
Net investment income 0.724 0.709 0.703 0.634 0.594 0.524 0.543
Net realized and unrealized
gain (loss) on investments 5.016 7.806 4.547 5.754 0.248 1.365 1.420
--------- --------- --------- --------- ------- ------- ---------
Total from investment operations 5.740 8.515 5.250 6.388 0.842 1.889 1.963
--------- --------- --------- --------- ------- ------- ---------
Less distributions:
Dividends from net investment income (0.724) (0.709) (0.703) (0.634) (0.594) (0.524) (0.543)
Distribution from net realized gains (1.261) (2.149) (0.685) (0.350) (0.238) (0.717) (0.288)
Distribution in excess of net realized
gains - - - - - - (0.005)
--------- --------- --------- --------- ------- ------- ---------
Total distributions (1.985) (2.858) (1.388) (0.984) (0.832) (1.241) (0.836)
========= ========= ========= ========= ======= ======= =========
Net asset value:
End of year $ 39.198 $ 35.443 $ 29.786 $ 25.924 $20.520 $20.510 $ 19.862
========= ========= ========= ========= ======= ======= =========

Total return 16.20% 28.59% 20.25% 31.13% 4.10% 9.52% 10.48%
Net assets (in millions):
End of year $2,938.11 $2,363.44 $1,701.99 $1,248.90 $820.78 $663.09 $ 490.62
Ratio of expenses to average
net assets 0.37% 0.35% 0.38% 0.41% 0.43% 0.44% 0.46%
Ratio of net investment income
to average net assets 1.95% 2.03% 2.65% 2.89% 3.04% 3.23% 3.09%
Portfolio turnover rate 14.03% 15.30% 11.42% 11.72 9.99% 11.28% 9.07%
<CAPTION>
1991 1990 1989
---- ---- ----
Net asset value:
<S> <C> <C> <C>
Beginning of year $ 15.659 $16.764 $ 14.929
-------- ------- --------
Income from investment operations:
Net investment income 0.563 0.636 0.694
Net realized and unrealized
gain (loss) on investments 3.440 (0.722) 2.746
-------- ------- --------
Total from investment operations 4.003 (0.086) 3.440
======== ======= ========
Less distributions:
Dividends from net investment income (0.562) (0.665) (0.711)
Distribution from net realized gains (0.365) (0.354) (0.894)
Distribution in excess of net realized
gains - - -
-------- ------- --------
Total distributions (0.927) (1.019) (1.605)
-------- ------- --------
Net asset value:
End of year $ 18.735 $15.659 $ 16.764
======== ======= ========
Total return 25.56% (0.51%) 23.04%
Net assets (in millions):
End of year $ 355.04 $235.45 $226.41
Ratio of expenses to average
net assets 0.48% 0.49% 0.50%
Ratio of net investment income
to average net assets 3.43% 4.09% 4.30%
Portfolio turnover rate 9.37% 13.50% 15.71
</TABLE>

<PAGE>

MML MONEY MARKET FUND

<TABLE>
<CAPTION>
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------- ------- ------- ------- ------- ------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value:
Beginning of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
------- ------- ------- ------- ------- ------- ------- ------- -------- -------
Income from investment
operations:
Net investment income 0.500 0.051 0.049 0.054 0.038 0.027 0.034 0.059 0.078 0.088
------- ------- ------- ------- ------- ------- ------- ------- -------- -------
Total from investment
operations: 0.500 0.051 0.049 0.054 0.038 0.027 0.034 0.059 0.078 0.088
------- ------- ------- ------- ------- ------- ------- ------- -------- -------
Less distributions:
Dividends from net
investment income (0.500) (0.051) (0.049) (0.054) (0.038) (0.027) (0.034) (0.059) (0.078) (0.088)
------- ------- ------- ------- ------- ------- ------- ------- -------- -------
Total distributions (0.500) (0.051) (0.049) (0.054) (0.038) (0.027) (0.034) (0.059) (0.078) (0.088)
------- ------- ------- ------- ------- ------- ------- ------- -------- -------
Net asset value:
End of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
======= ======= ======= ======= ======= ======= ======= ======= ======== =======
Total return 5.16% 5.18% 5.01% 5.58% 3.84% 2.75% 3.48% 6.01% 8.12% 9.16%

Net assets (in millions)
End of year $178.43 $141.17 $145.23 $108.92 $ 91.79 $ 73.66 $ 84.56 $ 94.41 $ 114.59 $ 70.16

Ratio of expenses to
average net assets 0.49% 0.52% 0.52% 0.54% 0.55% 0.54% 0.53% 0.52% 0.54% 0.54%

Ratio of net investment
income to average net
assets 5.05% 5.07% 4.92% 5.43% 3.81% 2.71% 3.42% 5.91% 7.80% 8.79%

MML MANAGED BOND FUND
<CAPTION>
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
-------- --------- --------- --------- ---------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value:
Beginning of year $ 12.410 $12.048 $12.448 $11.141 $12.405 $12.041 $12.219 $11.318 $11.354 $10.919
-------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income from investment
operations:
Net investment income 0.756 0.801 0.776 0.782 0.792 0.785 0.870 0.903 0.943 0.918
Net realized and
unrealized gain (loss)
on investments and
forward commitments 0.236 0.356 (0.401) 1.307 (1.264) 0.618 0.001 0.916 (0.036) 0.454
-------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total from investment
operations 0.992 1.157 0.375 2.089 (0.472) 1.403 0.871 1.819 0.907 1.372
-------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less distributions:
Dividends from net
investment income (0.749) (0.795) (0.775) (0.782) (0.792) (0.784) (0.869) (0.902) (0.943) (0.918)
Distribution from net
realized gains (0.057) -- -- -- -- (0.255) (0.158) (0.016) -- (0.019)
Distribution in excess
of net realized
gains -- -- -- -- -- -- (0.022) -- -- --
-------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions (0.806) (0.795) (0.775) (0.782) (0.792) (1.039) (1.049) (0.918) (0.943) (0.937)
-------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value:
End of year $12.596 $12.410 $12.048 $12.448 $11.141 $12.405 $12.041 $12.219 $11.318 $11.354
======== ======= ======= ======= ======= ======= ======= ======= ======= =======
Total return 8.14% 9.91% 3.25% 19.14% (3.76%) 11.81% 7.31% 16.66% 8.38% 12.83%
Net assets (in
millions):
End of year $254.11 $205.32 $181.57 $158.70 $121.21 $129.11 $ 88.15 $ 66.98 $ 43.07 $ 40.03
Ratio of expenses to
average net assets 0.48% 0.47% 0.51% 0.52% 0.52% 0.54% 0.56% 0.57% 0.57% 0.59%
Ratio of net investment
income to average net
assets 6.07% 6.06% 6.54% 6.63% 6.69% 6.37% 7.28% 7.96% 8.40% 8.35%
Portfolio turnover rate 41.18% 41.99% 46.12% 70.00% 32.77% 58.81% 39.51% 61.85% 69.93% 64.77%
</TABLE>

35
<PAGE>

MML BLEND FUND

<TABLE>
<CAPTION>
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
-------- --------- --------- --------- --------- --------- --------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value:
Beginning of year $ 24.080 $ 21.973 $ 20.519 $ 17.672 $ 18.305 $ 17.846 $ 17.307 $14.839 $15.428 $13.876
-------- --------- --------- --------- --------- --------- --------- -------- -------- -------
Income from invest-
ment operations:
Net investment income 0.417 0.843 0.824 0.811 0.707 0.655 0.707 0.736 0.792 0.823
Net realized and un-
realized gain (loss)
on investments and
forward commitments 2.360 3.692 1.990 3.246 (0.271) 1.057 0.880 2.771 (0.445) 1.921
-------- --------- --------- --------- --------- --------- --------- -------- -------- -------
Total from investment
operations 2.777 4.535 2.814 4.057 0.436 1.712 1.587 3.507 0.347 2.744
-------- --------- --------- --------- --------- --------- --------- -------- -------- -------
Less distributions:
Dividends from net in-
vestment income (0.416) (0.843) (0.824) (0.811) (0.707) (0.655) (0.707) (0.736) (0.811) (0.835)
Distribution from net
realized gains (1.358) (1.585) (0.536) (0.399) (0.359) (0.598) (0.326) (0.303) (0.125) (0.357)
Distribution in excess
of net realized
gains -- -- -- -- (0.003) -- (0.015) -- -- --
-------- --------- --------- --------- --------- --------- --------- -------- -------- -------
Total distributions (1.774) (2.428) (1.360) (1.210) (1.069) (1.253) (1.048) (1.039) (0.936) (1.192)
-------- --------- --------- --------- --------- --------- --------- -------- -------- -------
Net asset value:
End of year $ 25.083 $ 24.080 $ 21.973 $ 20.519 $ 17.672 $ 18.305 $ 17.846 $17.307 $14.839 $15.428
======== ========= ========= ========= ========= ========= ========= ======== ======== =======
Total return 13.56% 20.89% 13.95% 23.28% 2.48% 9.70% 9.36% 24.00% 2.37% 19.96%
Net assets (in
millions):
End of year $2,814.69 $2,471.83 $2,093.99 $1,823.14 $1,444.26 $1,296.54 $1,013.28 $797.04 $574.15 $524.29
Ratio of expenses
to average net
assets 0.37% 0.38% 0.38% 0.38% 0.39% 0.40% 0.41% 0.42% 0.44% 0.45%
Ratio of net invest-
ment income to
average net assets 3.43% 3.56% 3.87% 4.19% 3.93% 3.60% 4.07% 4.54% 5.37% 5.57%
Portfolio turnover
rate 28.64% 21.20% 19.10% 30.78% 26.59% 20.20% 25.43% 26.92% 24.55% 22.39%
</TABLE>

Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.

<PAGE>

MML EQUITY INDEX FUND

<TABLE>
<CAPTION>
For the Period
May 1, 1997
(Commencement of
For the year Ended Operations) through
December 31, 1998 December 31.1997*
------------------ -------------------
<S> <C> <C>
Net asset value:
Beginning of period $12.080 $ 10.000
------- --------
Income from investment operations:
Net investment income 0.128 0.092
Net realized and unrealized gain on investments 3.284 2.101
------- --------
Total from investment operations 3.412 2.193
------- --------
Less distributions:
Dividends from net investment income (0.128) (0.092)
Distributions from net realized gains (0.104) (0.021)
------- --------
Total distributions (0.232) (0.113)
------- --------
Net asset value:
End of year $15.260 $ 12.080
======= ========
Total return *** 28.22% 21.39% **
Net assets (in millions): $36.07 $ 24.20
Ratio of operating expenses to average net assets:
Before expense waiver 0.60% 0.43% **
After expense waiver 0.50% --
Ratio of net investment income to average net assets:
Before expense waiver 0.91% 0.80% **
After expense waiver 1.01% --
Portfolio turnover rate 5.19% 2.00%
</TABLE>

* The Fund commenced operations on May 1, 1997.

** Percentages represent results for the period and are not annualized.

*** Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for the period shown.

37
<PAGE>

MML SMALL CAP VALUE EQUITY FUND

<TABLE>
<CAPTION>
For the Period
June 1, 1998
(Commencement of
Operations) through
December 31, 1998
-------------------
<S> <C>
Net asset value:
Beginning of period $ 10.000
--------
Income from investment operations:
Net investment income 0.029
Net realized and unrealized loss on investments (1.506)
--------
Total from investment operations (1.477)
--------
Less distributions:
Dividends from net investment income (0.030)
--------
Total distributions (0.030)
--------
Net asset value:
End of year $ 8.493
========
Total return ** (14.77%)
Net assets (in millions): $10.44
Ratio of expenses to average net assets:
Before expense waiver 0.85% *
After expense waiver 0.44% *
Ratio of net investment income to average net assets
Before expense waiver 0.81% *
After expense waiver 0.42% *
Portfolio turnover rate 23.40% *
</TABLE>

* Percentages represent results for the period and are not annualized.

** Total return shown in the Financial Highlights table does not reflect
expenses that apply at the separate account level or to related insurance
products. Inclusion of these charges would reduce the total return figures
for the period shown.

<PAGE>

Appendix

ADDITIONAL INVESTMENT POLICIES AND RISK CONSIDERATIONS

The Funds may invest in a wide range of investments and engage in various
investment-related transactions and practices. These practices may be changed by
the Board of Trustees without the consent of shareholders. Some of the more
significant practices and some associated risks are discussed below.

Year 2000 Issue

Like other businesses and governments around the world, the Funds could be
adversely affected if the computer systems used by the Funds' service providers
and those with which they do business 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
its computer systems to address the Year 2000 Issue. MassMutual is addressing
the Year 2000 Issue internally with modifications to existing programs and
conversions to new programs. MassMutual has advised the Funds that the Year 2000
Issue is one of MassMutual's highest business operational priorities. MassMutual
is also seeking assurances from the Funds' other service providers, including
sub-advisers to the Funds, and others with which MassMutual and the Funds
conduct business to identify and resolve Year 2000 issues. In addition, because
the Year 2000 issue affects virtually all organizations, the companies in which
the Funds invest could be adversely impacted by the Year 2000 Issue. The extent
of such impact cannot be predicted.

Derivatives Transactions

Although each Fund is authorized to engage in transactions involving
derivatives, as more fully described in the Statement of Additional Information,
the Funds' use of derivatives, other than forward contracts, is minimal.

The Funds may use derivatives to attempt to:

o protect against possible declines in the market value of a Fund's portfolio
resulting from downward trends in relevant markets (for example, in the
debt securities markets generally due to increasing interest rates);

o facilitate selling securities for investment reasons;

o protect a Fund's unrealized gains or limit unrealized losses in the value
of its securities;

o establish a position in the relevant securities markets as a temporary
substitute for purchasing or selling particular securities;

o manage the effective maturity or duration of fixed-income securities in a
Fund's portfolio; or

o manage its exposure to changing security prices (collectively, "Derivatives
Transactions").

Most, if not all, of these derivatives transactions will involve the portfolios
of MML Managed Bond Fund and the Bond Segment of MML Blend Fund as MML Series
Investment Fund has no present intent to enter into derivatives transactions
with regard to MML Equity Fund, the Equity or Money Market Segments of MML Blend
Fund, MML Small Cap Value Equity Fund, MML Growth Equity Fund or MML Small Cap
Growth Equity Fund. The Funds will not use derivatives for speculative purposes.

MML Equity Index Fund may buy or sell stock index futures and other similar
instruments, as more fully discussed in the Statement of Additional Information.
MML Equity Index Fund may purchase stock index futures in anticipation of taking
a market position when, in the opinion of Mellon Equity, available cash balances
do not permit an economically efficient trade in the cash market. The Fund also
may sell stock index futures to terminate existing

39
<PAGE>

positions it may have as a result of its purchases of stock index futures.
Investments in stock index futures typically require greater available cash
balances than do investments in Standard & Poor's Depositary Receipts.

Although MML Equity Index Fund will not be a commodity pool, derivatives subject
this Fund to the rules of the Commodity Futures Trading Commission which limit
the extent to which the Fund can invest in certain derivatives. The Fund may
invest in stock index futures contracts for hedging purposes without limit.
However, MML Equity Index Fund may not invest in such contracts for other
purposes if the sum of the amount of initial margin deposits, other than for
bona fide hedging purposes, exceeds 5% of the liquidation value of the Fund's
assets, after taking into account unrealized gains and unrealized losses on such
contracts.

Standard & Poor's Depositary Receipts

MML Equity Index Fund may invest in Standard & Poor's Depositary Receipts when,
in the opinion of Mellon Equity, available cash balances would not otherwise
allow the Fund to invest such cash balances in a manner that adequately
corresponds to the Index. Investments in these depositary receipts typically
require less available cash balances than do investments in stock index futures.

These depositary receipts represent an interest in the portfolio of S&P 500
stocks held by a unit investment trust. They trade on the American Stock
Exchange and may be bought and sold like common stock at any time during the
trading day. Holders of the depositary receipts are entitled to receive
dividends that accrue to stocks held by the unit investment trust, less trust
expenses. An investment in these depositary receipts is intended to provide
investment results that generally correspond to the price and yield performance
of the Index.

Forward Contracts or "When Issued"
Securities

Each Fund may purchase or sell securities on a "when issued" or delayed delivery
or 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 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.

There can be no assurance that the use of forward contracts or other derivatives
by any of the Funds will assist it in achieving its investment objectives. Risks
inherent in the use of derivatives include:

o the risk that interest rates and securities prices will not move in the
direction anticipated;

o imperfect correlation between the prices of forward contracts and the
prices of the securities being hedged;

o the fact that skills needed to use these strategies are different from
those needed to select portfolio securities; and

o the fact that forward contracts involve a risk of loss if the value of the
security to be purchased declines prior to the settlement date. This is in
addition to the risk of decline of the Fund's other assets.

A Fund will not enter into a forward contract if, as a result, more than 25% of
the Fund's total assets would be in one or more segregated accounts covering
forward contracts.

Options and Futures Contracts

MML Growth Equity Fund and MML Small Cap Growth Equity Fund may engage in
options transactions, such as writing covered put and call options on securities
and purchasing put and call options on securities. These strategies are designed
to increase a Fund's portfolio return, or to protect the value of the portfolio,
by offsetting a decline in portfolio value through the options purchased.
Writing options, however, can only constitute a partial hedge, up to the amount
of the premium, and due to transaction costs.

These Funds may also write covered call and put options and purchase call and
put options on stock indexes in order to increase portfolio income or to protect
the Fund against declines in

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the value of portfolio securities. In addition, these Funds may also purchase
and write options on foreign currencies to protect against declines in the
dollar value of portfolio securities and against increases in the dollar cost of
securities to be acquired.

MML Growth Equity Fund and MML Small Cap Growth Equity Fund may also enter into
stock index futures contracts. These Funds enter into foreign currency futures
contracts. These transactions are hedging strategies. They are designed to
protect a Fund's current or intended investments from the effects of changes in
exchange rates or market declines. A Fund will incur brokerage fees when it
purchases and sells futures contracts. Futures contracts entail risk of loss in
portfolio value, if the Sub-Adviser is incorrect in anticipating the direction
of exchange rates or the securities markets.

These Funds may also purchase and write options on these futures contracts. This
strategy also is intended to protect against declines in the values of portfolio
securities or against increases in the costs of securities to be acquired. Like
other options, options on futures contracts constitute only a partial hedge up
to the amount of the premium, and due to transaction costs.

While these strategies will generally be used by a Fund for hedging purposes,
there are risks. For example, the Sub-Adviser may incorrectly forecast the
direction of exchange rates or of the underlying securities index or markets.
When these hedging transactions are unsuccessful, the Fund may experience
losses. When a Fund enters into these transactions to increase portfolio value
(i.e., other than for hedging purposes), there is a liquidity risk that no
market will arise for resale and the Fund could also experience losses. Options
and Futures Contracts strategies and risks are described more fully in the
Statement of Additional Information.

Portfolio Management

MassMutual, Babson, MFS, J.P. Morgan and Waddell & Reed (collectively the
"Advisers") intend to use trading as a means of managing the portfolios of the
Funds in seeking to achieve their investment objectives. The Advisers, on behalf
of the Funds, will engage in trading when they believe that the trade, net of
transaction costs, will improve interest income or capital appreciation
potential, or will lessen capital loss potential.

Whether the goals discussed above will be achieved through trading depends on
the Advisers' ability to evaluate particular securities and anticipate relevant
market factors, including interest rate trends and variations from these trends.
Such trading places an added burden on the Advisers' ability to obtain relevant
information, evaluate it properly and take advantage of their evaluations by
completing transactions on a favorable basis. If the Advisers' evaluations and
expectations prove to be incorrect, a Fund's income or capital appreciation may
be reduced and its capital losses may be increased. Portfolio trading involves
transaction costs, but, as explained above, will be engaged in when the Advisers
believe the result of trading, net of transaction costs, will benefit the Funds.

Restricted And Illiquid Securities

None of the Funds currently expect to invest in restricted or illiquid
securities. However, each Fund may invest not more than 15% (10% in the case of
MML Money Market Fund) 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 such securities are determined to be liquid by Funds' 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, a 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.

Securities Lending

MML Blend Fund, MML Equity Index Fund, MML Growth Equity Fund and MML Small Cap
Growth Equity Fund may seek additional income by making loans of portfolio
securities of not more than 33% of their respective total assets taken at
current value. MML Managed Bond Fund may also make loans of portfolio securities
of not more than 10% of its total assets taken at current value. 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.

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<PAGE>

Loans will be made only to borrowers deemed by the Advisers to be of good
standing.

Cash Positions

Each Fund, other than MML Money Market Fund, may hold cash or cash equivalents
to provide for liquidity (e.g., expenses and anticipated redemption payments) 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, each Fund may invest any portion of its assets in investment grade
debt securities and MML Equity Fund may also invest in non-convertible preferred
stocks. Taking this type of temporary defensive position may affect a Fund's
ability to achieve its investment objective.

Roll Transactions

To take advantage of attractive financing opportunities in the mortgage market
and to enhance current income, MML Blend Fund may engage in dollar roll
transactions. A dollar roll transaction involves a sale by a Fund of a
Government National Mortgage Association certificate or other mortgage-backed
securities to a financial institution, such as a bank or a broker-dealer,
concurrent with an agreement by a Fund to repurchase a similar security from the
institution at a later date at an agreed-upon price. The securities that are
repurchased will bear the same interest rate as those sold, but generally will
be collateralized by different pools of mortgages with different prepayment
histories than those sold. Dollar roll transactions involve potential risks of
loss which are different from those related to the securities underlying the
transaction. For a more detailed description of dollar roll transactions, see
the Statement of Additional Information.

Money Market Instruments

All Funds, including MML Equity Index Fund, may invest in money market
instruments when they have cash reserves. These investments consist of U.S.
government securities, time deposits, certificates of deposit, bankers'
acceptances, high-grade commercial paper, and repurchase agreements. The
Statement of Additional Information describes these instruments more fully.

Foreign Securities

Investments in foreign securities offer potential benefits not available from
investing solely in securities of domestic issuers. These include 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 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. A 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 a 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.

MML Growth Equity Fund and MML Small Cap Growth Equity Fund may also invest in
foreign securities known as American Depositary Receipts ("ADRs"), Global
Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs"). ADRs,
GDRs and EDRs represent securities or a pool of securities of an underlying
foreign or, in the case of GDRs and EDRs, U.S. or non-U.S. issuer. They are
subject to many of the same risks as foreign securities. ADRs, GDRs and EDRs are
more completely described in the Statement of Additional Information.

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<PAGE>

Mortgage-Backed U.S. Government
Securities and CMOs

The Funds may invest in mortgage-backed U.S. securities and collateralized
mortgage obligations ("CMOs"). These securities represent participation
interests in pools of residential mortgage loans made by lenders such as banks
and savings and loan associations. The pools are assembled for sale to investors
(such as the Funds) by government agencies and also, in the case of CMOs, by
private issuers, which issue or guarantee the securities relating to the pool.
Such securities differ from conventional debt securities which generally provide
for periodic payment of interest in fixed or determinable amounts (usually
semi-annually) with principal payments at maturity or specified call dates. Some
mortgage-backed U.S. government securities in which a Fund may invest may be
backed by the full faith and credit of the U.S. Treasury (e.g., direct
pass-through certificates of Government National Mortgage Association); some are
supported by the right of the issuer to borrow from the U.S. Government (e.g.,
obligations of Federal Home Loan Mortgage Corporation); and some are backed by
only the credit of the issuer itself (e.g., Federal National Mortgage
Association). Those guarantees do not extend to the value or yield of the
mortgage-backed securities themselves or to the net asset value of a Fund's
shares. These government agencies may also issue derivative mortgage backed
securities such as CMOs.

The expected yield on mortgage-backed securities is based on the average
expected life of the underlying pool of mortgage loans. The actual life of any
particular pool will be shortened by any unscheduled or early payments of
principal. Principal prepayments generally result from the sale of the
underlying property or the refinancing or foreclosure of underlying mortgages.
The occurrence of prepayments is affected by a wide range of economic,
demographic and social factors and, accordingly, it is not possible to predict
accurately the average life of a particular pool. Yield on such pools is usually
computed by using the historical record of prepayments for that pool, or, in the
case of newly-issued mortgages, the prepayment history of similar pools. The
actual prepayment experience of a pool of mortgage loans may cause the yield
realized by a Fund to differ from the yield calculated on the basis of the
expected average life of the pool.

Prepayments tend to increase during periods of falling interest rates, while
during periods of rising interest rates prepayments will most likely decline.
When prevailing interest rates rise, the value of a pass-through security may
decrease as do the values of other debt securities. When prevailing interest
rates decline, the value of a pass-through security is not likely to rise to the
extent that the values of other debt securities rise, because of the prepayment
feature of pass-through securities. A Fund's reinvestment of scheduled principal
payments and unscheduled prepayments it receives may occur at times when
available investments offer higher or lower rates than the original investment,
thus affecting the yield of the Fund. Monthly interest payments received by the
Fund have a compounding effect which may increase the yield to the Fund more
than debt obligations that pay interest semi-annually. Because of those factors,
mortgage-backed securities may be less effective than Treasury bonds of similar
maturity at maintaining yields during periods of declining interest rates. A
Fund may purchase mortgage-backed securities at a premium or at a discount.
Accelerated prepayments adversely affect yields for pass-through securities
purchased at a premium (i.e., at a price in excess of their principal amount)
and may involve additional risk of loss of principal because the premium may not
have been fully amortized when the obligation is repaid. The opposite is true
for pass-through securities purchased at a discount.

Asset-Backed Securities

These securities, issued by trusts and special purpose entities, are backed by
pools of assets, such as automobile and credit-card receivables and home equity
loans, that pass through the payments on the underlying obligations to the
security holders (less servicing fees paid to the originator or fees for any
credit enhancement). The value of an asset-backed security is affected by
changes in the market's perception of the asset backing the security, the
creditworthiness of the servicing agent for the loan pool, the originator of the
loans, or the financial institution providing any credit enhancement, and is
also affected if any credit enhancement has been

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<PAGE>

exhausted. Payments of principal and interest passed through to holders of
asset-backed securities are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee by
another entity or having a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally applies to
only a fraction of the asset-backed security's par value until exhausted. If the
credit enhancement of an asset-backed security held by a Fund has been
exhausted, and if any required payments of principal and interest are not made
with respect to the underlying loans, the Fund may experience losses or delays
in receiving payment.

The risks of investing in asset-backed securities are ultimately dependent upon
payment of consumer loans by the individual borrowers. As a purchaser of an
asset-backed security, the Funds would generally have no recourse to the entity
that originated the loans in the event of default by a borrower. The underlying
loans are subject to prepayments, which shorten the weighted average life of
asset-backed securities and may lower their return, in the same manner as
described above for prepayments of a pool of mortgage loans underlying
mortgage-backed securities. However, asset-backed securities do not have the
benefit of the same security interest in the underlying collateral as do
mortgage-backed securities.

Industry Concentration

As a general rule, a 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,
with the following exceptions:

o In the case of MML Money Market Fund there is no limitation in respect of
certificates of deposit and bankers' acceptances.

o MML Money Market Fund, MML Managed Bond Fund and the Bond Segment of MML
Blend Fund each may invest up to 40% of the value of their respective total
assets in each of the electric utility and telephone industries. However,
it currently is MassMutual's intent not to invest more than 25% of any one
of these Funds' total assets in either the electric utility or telephone
industries.

Industry Diversification

MML Equity Index Fund is classified as non-diversified, which means that the
proportion of the Fund's assets that may be invested in the securities of a
single issuer is not limited by the Investment Company Act of 1940, as amended
(the "1940 Act"). A "diversified" investment company is required by the 1940 Act
generally, with respect to 75% of its total assets, to invest not more than 5%
of such assets in the securities of a single issuer. Since a relatively high
percentage of the Fund's assets may be invested in the securities of a limited
number of issuers, some of which may be within the same economic sector, the
Fund's portfolio may be more sensitive to the changes in market value of a
single issuer or industry. However, to meet Federal tax requirements, at the
close of each quarter the Fund may not have more than 25% of its total assets
invested in any one issuer and, with respect to 50% of total assets, not more
than 5% of its total assets invested in any one issuer. These limitations do not
apply to U.S. government securities.

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MML SERIES INVESTMENT FUND
1295 State Street
Springfield, Massachusetts 01111-0001

Learning More About the Funds

You can learn more about the Funds by reading the Funds' Annual and Semiannual
Reports and the Statement of Additional Information (SAI). This information is
available free upon request. In the Annual and Semiannual Reports, you will find
a discussion of market conditions and investment strategies that significantly
affected each Fund's performance during the period covered by the report and a
listing of portfolio securities. The SAI will provide you more detail regarding
the organization and operation of the Funds, including their investment
strategies. The SAI is incorporated by reference into this Prospectus and is
therefore legally considered a part of this Prospectus.

How to Obtain Information

From MML Series Investment Fund: You may request information about the Funds
(including the Annual/Semiannual Reports and the SAI) or make shareholder
inquiries by calling 1-800-767-1000, ext. 8480 or by writing MML Series
Investment Fund, c/o Massachusetts Mutual Life Insurance Company, 1295 State
Street, Springfield, Massachusetts 01111-0111, Attention Shareholder Services,
F471.

From the SEC: You may review information about the Funds (including the SAI) at
the SEC's Public Reference Room in Washington, D.C. (call 1-800-SEC-0330 for
information regarding the operation of the SEC's public reference room). You can
get copies of this information, upon payment of a copying fee, by writing to the
SEC's Public Reference Section, Washington, D.C. 20549-6009. Alternatively, if
you have access to the Internet, you may obtain information about the Funds from
the SEC's Internet site at http://www.sec.gov. When obtaining information about
the Funds from the SEC, you may find it useful to reference the Funds' SEC file
number: 811-2224.

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<PAGE>

MML SERIES
INVESTMENT FUND
1295 State Street
Springfield, Massachusetts 01111

INVESTMENT MANAGER

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111

INVESTMENT SUB-ADVISERS

David L. Babson and Company, Incorporated
One Memorial Drive
Cambridge, Massachusetts 02142

Mellon Equity Associates, LLP
500 Grant Street
Suite 3700
Pittsburgh, Pennsylvania 15258

Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116-3741

J.P. Morgan Investment Management, Inc.
522 Fifth Avenue
New York New York 10036

Waddell & Reed Investment Management Company
630 Lamar
Overland Park, KS 66202-4247

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP
2300 Tower Square
1500 Main Street
Springfield, Massachusetts 01101

CUSTODIANS

Citibank, N.A.
111 Wall Street
New York, New York

Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02108

Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116

PRINCIPAL UNDERWRITER

MML Distributors, LLC
1414 Main Street
Springfield, Massachusetts 01144

CO-UNDERWRITER

MML Investors Services, Inc.
1414 Main Street
Springfield, MA 01144

LEGAL COUNSEL

Ropes & Gray
One International Place
Boston, Massachusetts 02110

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<PAGE>

MML SERIES INVESTMENT FUND
1295 State Street
Springfield, Massachusetts 01111

STATEMENT OF ADDITIONAL INFORMATION

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE PROSPECTUS OF MML SERIES INVESTMENT FUND DATED MAY 3,
1999, AS AMENDED FROM TIME-TO-TIME (THE "PROSPECTUS"). THIS STATEMENT OF
ADDITIONAL INFORMATION INCORPORATES HEREIN THE FINANCIAL STATEMENTS OF THE FUNDS
BY REFERENCE TO THE FUNDS' ANNUAL REPORT AS OF DECEMBER 31, 1998 (THE "ANNUAL
REPORT"). THE PROSPECTUS AND THE ANNUAL REPORT MAY BE OBTAINED WITHOUT CHARGE
UPON REQUEST FROM THE SECRETARY, MML SERIES INVESTMENT FUND, 1295 STATE STREET,
SPRINGFIELD, MASSACHUSETTS 01111 OR BY CALLING 1-800-767-1000, EXT. 8480.

THIS STATEMENT OF ADDITIONAL INFORMATION RELATES TO THE FOLLOWING FUNDS:

. MML EQUITY FUND
. MML MONEY MARKET FUND
. MML MANAGED BOND FUND
. MML BLEND FUND
. MML EQUITY INDEX FUND
. MML SMALL CAP VALUE EQUITY FUND
. MML GROWTH EQUITY FUND
. MML SMALL CAP GROWTH EQUITY FUND

DATED MAY 3, 1999

B-1
<PAGE>

TABLE OF CONTENTS

PAGE
----

GENERAL INFORMATION........................................... B-3

INVESTMENT PRACTICES OF THE FUNDS AND RELATED RISKS........... B-3

INVESTMENT RESTRICTIONS....................................... B-34

MANAGEMENT OF MML TRUST....................................... B-40

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES........... B-47

INVESTMENT MANAGEMENT AND OTHER SERVICES...................... B-47

BROKERAGE ALLOCATION AND PORTFOLIO TRANSACTIONS............... B-53

CAPITAL SHARES................................................ B-57

PURCHASE, REDEMPTION AND PRICING OF
SECURITIES BEING OFFERED.................................... B-58

TAX STATUS.................................................... B-61

CERTAIN TAX AND ACCOUNTING INFORMATION........................ B-62

INVESTMENT PERFORMANCE........................................ B-63

EXPERTS....................................................... B-65

APPENDIX Securities Ratings.................................. A-1

B-2
<PAGE>

I. GENERAL INFORMATION

MML Series Investment Fund ("MML Trust") is a no-load, open-end, investment
management company having separate investment portfolios. This Statement of
Additional Information provides information regarding the following seven
diversified investment portfolios: MML Equity Fund ("MML Equity"); MML Money
Market Fund ("MML Money Market"); MML Managed Bond Fund ("MML Managed Bond");
MML Blend Fund ("MML Blend"); MML Small Cap Value Equity Fund ("MML Small Cap
Value Equity"); MML Growth Equity Fund ("MML Growth Equity"); MML Small Cap
Growth Equity Fund ("MML Small Cap Growth Equity "); and one non-diversified
investment portfolio, MML Equity Index Fund ("MML Equity Index") (collectively,
the "Funds" of MML Trust). Each Fund has its own investment objectives and
policies and is designed to meet different investment needs.

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 and C.M. Life Insurance Company. Shares of the Funds 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 Funds pursuant to investment management
agreements. MassMutual has entered into investment sub-advisory agreements
pursuant to which David L. Babson and Company Incorporated ("Babson") manages
the investment of the assets of MML Equity, MML Small Cap Value and the Equity
Segment of MML Blend; Mellon Equity Associates, LLP ("Mellon Equity") manages
the investment of the assets of MML Equity Index; and Massachusetts Financial
Services Company ("MFS") manages the investment of the assets of MML Growth
Equity. MassMutual has an investment sub-advisory agreement with each of J.P.
Morgan Investment Management Inc. ("J.P. Morgan") and Waddell & Reed Investment
Management Company ("Waddell & Reed") whereby each has agreed to manage a
portion of the investments of MML Small Cap Growth. MassMutual, Babson, Mellon
Equity, MFS, J.P. Morgan and Waddell & Reed are registered with the Securities
and Exchange Commission (the "SEC") as investment advisers. (MassMutual,
Babson, Mellon Equity, MFS, J.P. Morgan and Waddell & Reed are referred to
hereinafter collectively as the "Advisers").

II. INVESTMENT PRACTICES OF THE FUNDS AND RELATED RISKS

Each Fund has a distinct investment objective that it pursues through its
investment policies. The following information supplements and should be read in
conjunction with the discussion of the Funds' investment objectives, techniques
and policies described in the Prospectus. The fundamental investment objectives
and investment restrictions of each Fund (as described in the Prospectus and
below) may not be changed without a vote of a majority of such Fund's

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<PAGE>

outstanding shares. A "majority of the outstanding shares" of any Fund means
the lesser of (1) 67% of such 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 such Fund's outstanding shares. All
other investment policies and techniques of each Fund may be changed by the
Board of Trustees of MML Trust without a vote of shareholders. For example,
such other policies and techniques include investment in new types of debt
instruments which may be devised in the future, or which are presently in disuse
but may become more prominent in the future, and minor changes in investment
policies which may be made in response to changes in regulatory requirements
which are reflected in the present policies of such Fund. There is no assurance
that the investment objectives of the Funds will be realized. The success of
these objectives depends to a great extent upon the Advisers' ability to assess
changes in business and economic conditions.

In managing their portfolios of investments, the Funds may purchase various
securities, investment related instruments and make use of various investment
techniques, including those described below. For a description of ratings of
corporate debt securities and money market instruments in which the Funds may
invest, reference should be made to the Appendix.

A. MML Equity

Normally, the assets of MML Equity will be invested primarily in common stocks
and other equity type securities such as preferred stocks, securities
convertible into common stock and warrants. Investments are made in securities
of companies which, in the opinion of Babson, are of high quality, offer above-
average dividend growth potential and are attractively valued in the
marketplace. Investment quality and dividend growth potential are evaluated
using fundamental analysis emphasizing each issuer's historical financial
performance, balance sheet strength, management capability and competitive
position. Various valuation parameters are examined to determine the
attractiveness of individual securities. On average, the Fund's portfolio
securities will have price/earnings ratios and price/book value ratios below
those of the Standard & Poor's 500 Composite Stock Price Index. Consideration
is also given to securities of companies whose current prices do not adequately
reflect, in the opinion of Babson, the ongoing business value of the enterprise.
These investments may be maintained in both rising and declining markets.

B. MML Managed Bond

It is a non-fundamental policy of MML Managed Bond to invest all of its assets
in investment grade, publicly traded, fixed-income securities.

Except when invested for defensive purposes, at least 80% of total invested
assets at market value at the time of a purchase will consist of U.S. Government
securities and investment grade quality debt securities which have been rated in
the top four rating categories by S&P (AAA, AA, A or BBB) or Moody's (Aaa, Aa, A
or Baa) or, if unrated, which are judged by MassMutual to be of equivalent
quality to securities so rated. For these purposes, a rating of BBB by S&P

B-4
<PAGE>

includes a security that has been rated BBB- by S&P, and a security rated Baa by
Moody's includes a security that has been rated Baa3 by Moody's. While debt
securities rated BBB or Baa are investment grade securities, they have
speculative characteristics and are subject to greater credit risk, and may be
subject to greater market risk, than higher rated investment grade
securities.

While MML Managed Bond has no current expectation to invest in non-investment
grade securities, the Fund may invest up to twenty percent (20%) of its assets
in non-investment grade debt instruments and preferred stocks. Lower quality
debt instruments involve greater volatility of price and yield, and greater risk
of loss of principal and interest. These instruments generally reflect a
greater possibility of an adverse change in financial conditions that would
affect the ability of the issuer to make payments of principal and interest.
The market price for lower quality securities generally responds to short-term
corporate and market developments to a greater extent than higher-rated
securities because such developments are perceived to have a more direct
relationship to the ability of an issuer of lower quality securities to meet its
ongoing debt obligations.

In implementing these policies, MML Managed Bond may invest in (1) obligations
(payable in U.S. dollars) issued or guaranteed as to principal and interest by
the Government of Canada, a Province of Canada, or any instrumentality or
political subdivision thereof, provided that no such investment will be made if
it would result in more than 25% of MML Managed Bond's net assets being invested
in such securities, and (2) securities of foreign issuers, provided, however,
MML Managed Bond may invest not more than 10% of its net assets in such
securities, except as provided in (1) above.

If MML Managed Bond disposes of an obligation prior to maturity, it may realize
a loss or a gain. An increase in interest rates will generally reduce the value
of portfolio investments, and a decline in interest rates will generally
increase the value or portfolio investments. In addition, investments are
subject to the ability of the issuer to make payment at maturity.

Normally, the Fund's duration will range from four to seven years. Portfolio
changes will be accomplished primarily through the reinvestment of cash flows
and selective trading.

C. MML Blend

Each market segment of MML Blend has its own specific investment objective.
Within the Equity Segment, MML Blend will attempt to achieve a superior total
rate of return over an extended period of time from both capital appreciation
and current income. Within the Bond Segment, MML Blend will attempt to achieve
as high a total rate of return on an annual basis as is considered consistent
with the preservation of capital. Within the Money Market Segment, MML Blend
will attempt to achieve high current income, the preservation of capital and
liquidity.

B-5
<PAGE>

The Equity Segment generally invests in equity-type securities in substantially
the same manner as described in the discussion of MML Equity. The Bond Segment
generally invests in the types of bonds and other debt securities described in
the above discussion of MML Managed Bond with maturities usually exceeding one
year. The Bond Segment may also invest in debt securities not described above,
including lower quality securities and non-rated securities acquired directly
from issuers in direct placement transactions, provided no such transaction
shall cause such debt securities to exceed 10% of MML Blend's total assets.
Lower quality debt instruments generally provide higher yields but are generally
subject to greater market fluctuations and risk of loss of income and principal
than higher quality debt securities. During 1998, no debt securities were
acquired by MML Blend which were not rated at least BBB by S&P or Baa by
Moody's.

The Money Market Segment invests in money market instruments and other debt
securities with maturities generally not exceeding one year. For example, it
may invest in:

(a) U.S. Treasury Bills and other U.S. Government securities;

(b) obligations (payable in U.S. dollars) issued or guaranteed as to
principal and interest by the Government of Canada (such obligations
may not exceed 25% of MML Blend's total assets);

(c) commercial paper, including variable amount master notes, issued by
companies with an unsecured debt issue outstanding having a rating at
the time of purchase within the two highest grades as determined by
Moody's (P-1 or P-2) or S&P (A-1 or A-2);

(d) publicly-traded bonds, debentures and notes having a rating within the
four highest grades as determined by Moody's (Aaa, Aa, A or Baa) or
S&P (AAA, AA, A or BBB); or

(e) securities of foreign issuers, provided that such securities of
foreign issuers not be more than 10% of the segment's total
assets.

D. MML Equity Index

MML Equity Index attempts to duplicate the investment results of Standard &
Poor's 500 Composite Stock Price Index (the "Index"), which is composed of 500
selected common stocks, most of which are listed on the New York Stock Exchange.
Standard & Poor's ("S&P") has an Index Committee that is responsible for the
overall management of the Index. The Index Committee looks at a company's
market value, industry group classification, capitalization, trading activity,
financial and operating condition before making a decision to include it in the
Index. New companies are added to the Index only when there is a vacancy.
Companies are removed from the Index for four major reasons: merger with (or
acquisition by) another company, financial operating failure, lack of
representation of leading American industries, or restructuring.

B-6
<PAGE>

The Fund attempts to be fully invested at all times in the stocks that comprise
the Index, Standard and Poor's Depositary Receipts ("SPDRs") and stock index
futures as described below and, in any event, in the normal course of
management, at least 80% of the Fund's net assets will be so invested.
Furthermore, while MML Equity Index does intend to invest in every stock
included in the Index, there may be circumstances, such as during the Fund's
early stages, when it may have relatively small assets, when the Fund is not
invested in every such stock. Inclusion of a stock in the Index in no way
implies an opinion by S&P as to its attractiveness as an investment. The Fund
uses the Index as the standard performance comparison because it represents
approximately 73% of the total market value of all United States common stocks
and is well known to investors. An investment in the Fund involves risks
similar to those of investing in common stock.

The weightings of stocks in the Index are based on each stock's relative total
market capitalization; that is, its market price per share times the number of
shares outstanding. Because of this weighting, as of December 31, 1998,
approximately 54.93% of the Index was composed of the 50 largest companies.
Mellon Equity generally selects stocks for MML Equity Index's portfolio in the
order of their weightings in the Index beginning with the heaviest weighted
stocks. With respect to the Fund's assets invested in the stocks in the Index,
the percentage of such assets invested in each stock is approximately the same
as the percentage it represents in the Index.

No attempt is made to manage the portfolio in the traditional sense using
economic, financial and market analysis. MML Equity Index is managed using a
computer program to determine which stocks are to be purchased or sold to
replicate the Index to the extent feasible. From time-to-time, administrative
adjustments may be made in the Fund's portfolio because of changes in the
composition of the Index, but such changes should be infrequent.

MML Equity Index believes that the indexing approach described above is an
effective method of substantially duplicating Index performance. It is a
reasonable expectation that there will be a close correlation between the Fund's
performance and that of the Index in both rising and falling markets. The Fund
will attempt to achieve a correlation between the performance of its portfolio
and that of the Index of at least .95, without taking into account expenses. A
correlation of 1.00 would indicate perfect correlation, which would be achieved
when the Fund's net asset value, including the value of its dividends and
capital gains distributions, increases or decreases in exact proportion to
changes in the Index. The Fund's ability to correlate its performance with the
Index, however, may be affected by, among other things, changes in securities
markets, the manner in which the Index is calculated by S&P and the timing of
purchases and redemptions of Fund shares.

MML Equity Index's ability to duplicate the performance of the Index also
depends to some extent on the size of the Fund's portfolio and the size of cash
flows into and out of the Fund. Investment changes to accommodate these cash
flows are made to maintain the similarity of the Fund's portfolio to the Index
to the maximum practicable extent.

B-7
<PAGE>

MML Equity Index is not sponsored, endorsed, sold or promoted by S&P. S&P makes
no representation or warranty, express or implied, to the shareholders of the
Fund or any member of the public regarding the advisability of investing in
securities generally or in the Fund particularly or the ability of the Index to
track general stock market performance. S&P's only relationship to the Fund is
the licensing of certain trademarks and trade names of S&P and of the Index,
which is determined, composed and calculated by S&P without regard to the Fund.
S&P has no obligation to take the needs of the Fund or the shareholders of the
Fund into consideration in determining, composing or calculating the Index. S&P
is not responsible for and has not participated in the determination of the
prices and amount of the Fund or the timing of the issuances or sale of the Fund
or in the determination or calculation of the equation by which the Fund is to
be converted into cash. S&P has no obligation or liability in connection with
the administration, marketing or trading of the Fund.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX
OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY THE FUND, SHAREHOLDERS OF THE FUND OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.
S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL,
PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

E. MML Small Cap Value Equity

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 over $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.

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

B-8
<PAGE>

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.

F. MML Growth Equity

The Fund's non-fundamental investment policy is to provide long-term growth of
capital and future income rather than current income. The Fund invests its
assets generally in the common stocks and securities convertible into common
stocks of companies that the Adviser, MFS, believes offer better than average
prospects for long-term growth.

The Fund uses a bottom-up investment style in managing this Fund. Investments
are selected based upon fundamental analysis. MFS seeks to purchase securities
of companies that it considers well run and poised for growth. MFS looks
particularly for companies that demonstrate the following characteristics:

. a strong franchise
. strong cash flows
. a recurring revenue stream.
. strong industry position, with potential for high profit margins
and substantial barriers to new entry in the industry
. strong management with a clearly defined strategy
. new products or services

MML Growth Equity may invest in foreign securities and may have exposure to
foreign currencies through its investments in these securities, its direct
holdings of foreign currencies or through the use of foreign currency exchange
contracts for the purchase or sale of a fixed quantity of foreign currency at a
future date.

B-9
<PAGE>

G. MML Small Cap Growth Equity

MML Small Cap Growth Equity seeks capital appreciation over time by investing
primarily in common stocks of smaller companies that the Advisers believe offer
potential for long-term growth.

The Fund invests primarily in common stocks and securities convertible into
stock. The Fund may maintain cash reserves for liquidity purposes. The Fund
generally buys securities of companies whose market capitalization is greater
than $100 million but less than $1.5 billion at the time of purchase. The Fund
is not required to invest in dividend-paying stocks, since current income is not
an objective of the Fund.

J.P. Morgan, one of the Fund's Advisers, selects investments based on in-depth
proprietary research and stock valuation and selection. J.P. Morgan's research
analysts forecast companies' prospects over a relatively long period often as
much as five years to gain insight into a company's real growth potential.
J.P. Morgan uses a variety of valuation models to quantify the research team's
findings and rank companies in each industry according to their relative value.
Using the research and rankings, J.P. Morgan chooses companies for the Fund by
focusing on each company's business strategy and competitive environment. J.P.
Morgan seeks to buy stocks of companies ranked as undervalued or fairly valued
and poised for long-term growth. While the Fund holds stocks in many
industries, it tends to emphasize those industries with higher growth potential
such as technology, healthcare and consumer services.

The Fund's other investment Adviser, Waddell & Reed, uses a bottom-up investment
selection process, generally emphasizing long-term growth and superior financial
characteristics, such as annual revenue and earnings growth rate of 25%+, pre-
tax margins of 20%+, and debt-free capital structure.

Generally, companies also are considered that are niche players with a
defensible market position, active involvement of the founder-entrepreneur, and
a commitment to their employees, customers, suppliers and shareholders.

Waddell & Reed buys companies with an anticipated three-year holding period and
therefore expects this portion of the Fund's portfolio to have lower than 50%
annual turnover.

H. Derivatives

Although each Fund is authorized to engage in Derivatives Transactions as
indicated in the Prospectus, the Funds have no current expectation of entering
into such transactions in a material way other than the use of forward
contracts. Nonetheless, the following is a discussion of the Funds' authority
to enter into Derivative Transactions and a description of such transactions and
instruments. Examples of Derivative Transactions include entering into
financial futures transactions, writing covered call options on securities

B-10
<PAGE>

and futures or covered puts on securities and futures and entering into forward
contracts, swap agreements, and other similar instruments (collectively referred
to as "Derivatives").

The Funds may use Derivatives to try to: (a) protect against possible declines
in the market value of a Fund's portfolio resulting from downward trends in the
relevant securities markets (for example, in the debt securities markets
generally due to increasing interest rates); (b) protect a Fund's unrealized
gains or limit unrealized losses in the value of its securities; (c) facilitate
selling securities for investment reasons; (d) establish a position in the
relevant securities markets as a temporary substitute for purchasing particular
securities; (e) manage its exposure to changing security prices; or (f) manage
the effective maturity or duration of fixed income securities in a Fund's
portfolio (collectively "Derivatives Transactions"). MML Equity Index may
invest in Derivatives in anticipation of taking a market position when, in the
opinion of Mellon Equity, available cash balances do not permit an economically
efficient trade in the cash market. Derivatives may provide a cheaper, quicker
or more specially focused way for the Fund to invest than "traditional"
securities would.

1. Forward Contracts - Each Fund may purchase or sell securities on a
"when issued," delayed delivery or 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
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. The
Funds use forward contracts to manage interest rate exposure, as a
temporary substitute for purchasing or selling particular debt securities,
or to take delivery of the underlying security rather than closing out the
forward contract.

While MML Small Cap Value Equity, MML Growth Equity and MML Small Cap
Growth Equity may also enter into forward contracts with the initial
intention of acquiring securities for its portfolio, these Funds may
dispose of a commitment prior to settlement if the Advisor deems it
appropriate to do so. The Funds may realize short-term gains or losses
upon the sale of forward contracts. If a 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. MML Small Cap Value Equity, MML Growth
Equity and MML Small Cap Growth Equity will not enter into a forward
contract if as a result more than 25% of that Fund's total assets would be
held in a segregated account covering such contracts.

2. Currency Transactions and Swaps - MML Equity, MML Money Market, MML
Managed Bond and MML Blend may invest in debt securities of foreign issuers
that are not denominated in U.S. dollars. In such cases, these Funds will
enter into currency

B-11
<PAGE>

transactions either to hedge the foreign currency risks or to effectively
convert the debt security to U.S. dollars.

MML Small Cap Value Equity, MML Growth Equity and MML Small Cap Growth
Equity 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 MML Small Cap Value
Equity, MML Growth Equity or MML Small Cap Growth Equity believe that a
foreign currency may suffer a substantial decline against the U.S. dollar,
that Fund 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. These Funds 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 these Funds have or in which the Funds expect
to have portfolio exposure.

None of MML Small Cap Value Equity, MML Growth Equity or MML Small Cap
Growth Equity will 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, MML Small Cap Value Equity,
MML Growth Equity and

B-12
<PAGE>

MML Small Cap Growth Equity 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 believes 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 Funds 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 Funds are engaging in proxy hedging.

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 that may not always be available. Currency exchange rates may
fluctuate based on factors extrinsic to that country's economy.

3. Interest Rate Swap Agreements - Swap Agreements - An interest rate swap
agreement involves the exchange by the Fund with another party of their
respective commitments to pay or receive interest, such as an exchange of
floating rate payments for fixed rate payments with respect to a notional
amount of principal. Interest rate and yield curve swaps may be used by
the Advisers on behalf of a Fund as a hedging technique to preserve a
return or spread on a particular investment or portion of its portfolio or
to protect against any increase in the price of securities a Fund
anticipates purchasing in the future. The Funds intend to use these
transactions as hedges and not as speculative investments. A Fund usually
will enter into such agreements on a net basis whereby the two payments of
interest are netted with only one party paying the net amount, if any, to
the other.

B-13
<PAGE>

MML Growth Equity and MML Small Cap Growth Equity may also engage in the
following types of swap transaction, including, but not limited to, floors
and collars and options on interest rate swaps.

4. Futures - The Funds may enter into exchange-traded futures contracts
for the purchase or sale of debt obligations in order to hedge against
anticipated changes in interest rates. The purpose of hedging in debt
obligations is to establish the effective rate of return on portfolio
securities with more certainty than would otherwise be possible. A futures
contract on debt obligations is a binding contractual commitment which, if
held to maturity, will result in an obligation to make or accept delivery,
during a particular month, of obligations having a standardized face value
and rate of return. By entering into a futures contract for the purchase of
a debt obligation, a Fund will legally obligate itself to accept delivery
of the underlying security and pay the agreed price; by entering into a
futures contract for the sale of a debt obligation it will legally obligate
itself to make delivery of the security against payment of the agreed
price. Positions taken in the futures markets are not normally held to
maturity, but are instead liquidated through offsetting transactions which
may result in a profit or a loss as explained below.

While futures contracts based on debt securities provide for the delivery
and acceptance of securities, such deliveries and acceptances usually are
not made. Generally, the futures contract is terminated by entering into
an offsetting transaction. The closing out of a futures contract sale is
effected by a Fund's entering into a futures contract purchase for the same
aggregate amount of the specific type of financial instrument and the same
delivery date. If the price in the sale exceeds the price in the
offsetting purchase, the Fund immediately is paid the difference and thus
realizes the gain. If the offsetting purchase price exceeds the sale
price, a Fund pays the difference and realizes the loss. Similarly, the
closing out of a futures contract purchase is effected by a Fund's entering
into a futures contract sale for the same aggregate amount of the specific
type of financial instrument and the same delivery date. If the offsetting
sale price exceeds the purchase price, the Fund realizes a gain, and if the
purchase price exceeds the offsetting sale price, the Fund realizes a loss.
Instead of entering into an offsetting position, however, a Fund might make
or take delivery of the underlying securities whenever it appears
economically advantageous for it to do so.

Unlike the purchase or sale of a security, no price is paid or received by
a Fund upon the purchase or sale of a futures contract. The Fund will
incur brokerage fees in connection with its futures transactions, however,
and will be required to deposit and maintain funds with a registered
futures commission merchant or its custodian bank in a segregated account
as margin to guarantee performance of its future obligations. A Fund
initially will be required to deposit with its custodian bank or a
registered futures commission merchant an amount of "initial margin"
consisting of cash or U.S. Treasury bills currently equal to approximately
1 1/2% of the contract amount. The nature of initial margin in futures
transactions is different from that of margin in security transactions in
that a futures contract initial margin does not involve the borrowing of
funds by a Fund to

B-14
<PAGE>

finance the transactions. Rather, the initial margin is in the nature of a
performance bond or good faith deposit on the contract which is returned to
the Fund upon termination of the futures contract, assuming all contractual
obligations have been satisfied. Subsequent payments to and from the broker
will be made on a daily basis as the price of the underlying debt security
fluctuates, making the long and short positions in the futures contract
more or less valuable, a process known as "mark to the market".

To compensate for the imperfect correlation of movements in the price of
debt securities being hedged and movements in the price of futures
contracts, a Fund may buy or sell futures contracts in a greater dollar
amount than the dollar amount of the securities being hedged if the
historical volatility of the prices of such securities has been greater
than the historical volatility of the futures contracts. Conversely, a
Fund may buy or sell fewer futures contracts if the historical volatility
of the price of the securities being hedged is less than the historical
volatility of the futures contracts.

Options on Futures Contracts: Unlike a futures contract, which requires
the parties to buy and sell a security or make a cash settlement payment
based on changes in a financial instrument or securities index on an agreed
date, an option on a futures contract entitles its holder to decide on or
before a future date whether to enter into such a contract. If the holder
decides not to exercise its option, the holder may close out the option
position by entering into an offsetting transaction or may decide to let
the option expire and forfeit the premium thereon. The purchaser of an
option on a futures contract pays a premium for the option but makes no
initial margin payments or daily payments of cash in the nature of
"variation" margin payments to reflect the change in the value of the
underlying contract as does a purchaser or seller of a futures
contract.

The seller of an option on a futures contract receives the premium paid by
the purchaser and may be required to pay initial margin. Amounts equal to
the initial margin and any additional collateral required on any options on
futures contracts sold by a Fund are paid by a Fund into a segregated
account, in the name of the Futures Commission Merchant, as required by the
1940 Act and the SEC's interpretations thereunder.

Combined Positions: MML Growth Equity and MML Small Cap Growth Equity are
permitted to purchase and write options in combination with each other, or
in combination with futures or forward contracts, to adjust the risk and
return characteristics of the overall position. For example, a Fund may
purchase a put option and write a call option on the same underlying
instrument, in order to construct a combined position whose risk and return
characteristics are similar to selling a futures contract. Another
possible combined position would involve writing a call option at one
strike price and buying a call option at a lower price, in order to reduce
the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and
close out.

5. Call and Put Options

B-15
<PAGE>

Call Options give the holder the right to buy a security at a stated price,
or strike price, within a stated period. A call option can be exercised
during the exercise period if the spot price rises above the strike price;
if not, the option expires. A call option backed by the securities
underlying the option is a covered call option. The owner of the security
will normally sell covered call options to collect premium income or to
reduce price fluctuations of the security. A covered call option limits
the capital appreciation of the underlying security. As a writer of a call
option, a Fund receives a premium, that may be an additional source of
income for the Fund, for agreeing to sell the underlying security at a
fixed price during the option period if the option is exercised. So long
as the Fund remains obligated as a writer of a call, it forgoes the
opportunity to profit from increases in the market price of the underlying
security above the exercise price of the option, except insofar as the
premium represents such profit.

Each Fund may write covered call options which are traded on a national
securities exchange with respect to securities in its portfolio, provided
that at all times it will have in its portfolio the securities which it may
be obligated to deliver if the option is exercised. Each Fund may write
call options on securities in its portfolio in an attempt to realize a
greater current return than would be realized on the securities alone or to
provide greater flexibility in disposing of such securities. The Fund may
also enter into "closing purchase transactions" in order to terminate its
obligation as a writer of a call option prior to the expiration of the
option. The writing of call options could result in increases in the Funds'
portfolio turnover rate, especially during periods when market prices of
the underlying securities appreciate.

Put Options give the holder the right to sell the underlying securities to
the Fund during the term of the option at a fixed exercise price up to a
stated expiration date or, in the case of certain options, on such date.
Put options are "covered" by a Fund, for example, when it has established a
segregated account with its custodian bank consisting of cash, U.S.
Government issued securities and other liquid high quality debt securities.
Each Fund may also write straddles (combinations of calls and puts on the
same underlying security). The writing of straddles generates additional
premium income but may present greater risk.

6. Options on Indexes -- MML Growth Equity and MML Small Cap Growth Equity
may also purchase options on indexes. Options on securities indexes are
similar to options on securities, except that the exercise of securities
index options is settled by cash payment and does not involve the actual
purchase or sale of securities. In addition, these options are designed to
reflect price fluctuations in a group of securities or segment of the
securities market rather than price fluctuations in a single security. A
Fund, in purchasing or selling index options, is subject to the risk that
the value of its portfolio securities may not change as much as an index
because a Fund's investments generally will not match the composition of an
index.

For a number of reasons, a liquid market may not exist and thus a Fund may
not be able

B-16
<PAGE>

to close out an option position that it has previously entered into. When a
Fund purchases an OTC option, it will be relying on its counterparty to
perform its obligations, and a Fund may incur additional losses if the
counterparty is unable to perform.

7. Exchange Traded and OTC Options -- All options purchased or sold by MML
Growth Equity and MML Small Cap Growth Equity will be traded on a
securities exchange or will be purchased or sold by securities dealers (OTC
options) that meet creditworthiness standards approved by a Funds' Board of
Trustees. While exchange-traded options are obligations of the Options
Clearing Corporation, in the case of OTC options, a Fund relies on the
dealer from which it purchased the option to perform if the option is
exercised. Thus, when a Fund purchases an OTC option, it relies on the
dealer from which it purchased the option to make or take delivery of the
underlying securities. Failure by the dealer to do so would result in the
loss of the premium paid by a Fund as well as loss of the expected benefit
of the transaction.

Provided that a Fund has arrangements with certain qualified dealers who
agree that the Fund may repurchase any option it writes for a maximum price
to be calculated by a predetermined formula, a Fund may treat the
underlying securities used to cover written OTC options as liquid. In these
cases, the OTC option itself would only be considered illiquid to the
extent that the maximum repurchase price under the formula exceeds the
intrinsic value of the option.

8. Interest Rate Caps - The purchase of an interest rate cap entitles the
purchaser, to the extent a specific index exceeds a predetermined interest
rate, to receive payments on a contractually-based notional amount from the
party selling the interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specific index falls
below a predetermined interest rate, to receive payments of interest on a
contractually-based notional principal amount from the party selling the
interest rate floor. In instances determined by the Board of Trustees, a
Fund selling caps and floors would maintain, in a segregated account, cash
or high-grade liquid assets having an aggregate net asset value at least
equal to the full amount, accrued on a daily basis, of the Fund's
obligations with respect to any caps or floors.

9. Other Derivatives - The Funds may use other derivatives that are or
become appropriate in the context of each Fund's investment objectives and
in a manner and to an extent permitted by law and authorized by the Board
of Trustees pursuant to guidelines proposed by MassMutual.

Derivatives Limitations The policies limiting the use of Derivatives are non-
fundamental policies established by the Board of Trustees. The policies may be
changed by the Board without obtaining shareholder approval. MML Trust's
current non-fundamental policies are:

B-17
<PAGE>

1. a Fund would not enter into a futures contract if, immediately after
entering into the futures contract, more than 5% of the Fund's total
assets would be committed to initial margin deposits on such
contracts;

2. a Fund will not purchase a put or call option on securities or
investment related instruments if, as a result, more than 5% of its
total assets would be attributable to premiums paid for such options;

3. a Fund would not write a covered call or put option if as a result
more than 20% of the Fund's total assets would be in one or more
segregated accounts covering call and put options;

4. a Fund would not enter into a forward contract if as a result more
than 25% of the Fund's total assets would be in one or more segregated
accounts covering forward contracts; and

5. a Fund is required at all times to maintain its assets at a level at
least three times the amount of all of its borrowings (the "300% asset
coverage test"). Borrowings for this purpose include obligations under
any futures contract on a debt obligation.

Segregated Accounts - If a Fund enters into forward contracts, it must cover
such contracts by, for example, establishing a segregated account with its
custodian bank consisting of cash, U.S. Government issued securities and other
liquid high quality debt securities. The assets of the account must have a value
equal to or greater than the aggregate amount of that Fund's commitment under
forward contracts (that is, greater than the aggregate of the purchase price of
the underlying security on the delivery date). If the value of the securities in
the segregated account declines, additional cash or high grade liquid assets
will be placed in the account so that the value of the account will equal the
amount of the Fund's commitments. At the time of entering into a forward
contract, the segregated account covering such forwards shall not exceed 25% of
the Fund's assets. As an alternative to maintaining all or part of the
segregated account, a Fund could buy call or put options to "cover" the forward
contracts. Forward contracts involve a risk of a 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 of the Fund's other assets. A Fund may realize
short-term gains or losses upon the sale of forward contracts.

Risks in Using Derivatives - There can be no assurance that the use of
Derivatives by any of the Funds will assist it in achieving its investment
objectives. Derivatives can be volatile and involve various types and degrees
of risk, depending upon the characteristic of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the charter of the risk, to which its portfolio is
exposed. Derivatives may entail investment exposures that are greater than
their cost would suggest, meaning that a small investment in Derivatives could
have a large potential impact on the Fund's performance. Risks inherent in the
use of futures, options, forward contracts, and swaps include:

B-18
<PAGE>

. the risk that interest rates and securities prices will not move in
the direction anticipated;

. imperfect correlation between the price of futures, options, forward
contracts and the prices of the securities being hedged;

. the fact that skills needed to use these strategies are different from
those needed to select portfolio securities;

. the possible absence of a liquid secondary market for any particular
instrument at any time;

. futures contracts and options can be highly volatile;

. the writing of call options could result in increases in the Funds'
portfolio turnover rate, especially during periods when market prices
of the underlying securities appreciate;

. the possible need to defer closing out certain hedged positions to
avoid adverse tax consequences;

. the risk that a Fund will not be able to effect closing purchase
transactions as to call options it has written at any particular time
or at any acceptable price; and

. forward contracts involve a risk of a loss if the value of the
security to be purchased declines prior to the settlement date, which
is in addition to the risk of decline of the Funds' other assets.

I. Other Investment Practices

1. Repurchase Agreements - MML Money Market, MML Managed Bond, MML
Blend, MML Equity Index, MML Small Cap Value Equity, MML Growth Equity
and MML Small Cap Growth Equity may enter into repurchase agreements.
While it is the current expectation that not more than 5% of each such
Fund's total assets would be invested in repurchase agreements at any
one time, each such Fund may invest not more than 10% of their
respective total assets in such agreements. Under a repurchase
agreement, a 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 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. A repurchase agreement is considered
to be a loan by a Fund for purposes of its investment

B-19
<PAGE>

restrictions, collateralized by the underlying security. Investments in
repurchase agreements will be limited to transactions with financial
institutions which are believed by MassMutual to present minimal credit
risks.

In an attempt to reduce the risk of incurring a loss on a repurchase
agreement, MML Equity Index will enter into repurchase agreements only with
domestic banks with total assets in excess of one billion dollars or
primary government securities dealers reporting to the Federal Reserve Bank
of New York, with respect to securities of the type in which the Fund may
invest, and will require that additional securities be deposited with it if
the value of the securities purchased should decrease below sale price.

While the repurchase agreements will provide that the underlying security
at all times shall have a value at least equal to the resale price stated
in the agreement, 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.

2. Reverse Repurchase Agreements - MML Blend, MML Small Cap Value Equity,
MML Managed Bond, MML Growth Equity and MML Small Cap Growth Equity may
engage in reverse repurchase agreements, which are agreements in which the
Fund agrees to sell a security and simultaneously agrees to repurchase it
at an agreed-upon price at a stated time. Each such Fund will maintain a
segregated account with its custodian which will contain cash or high-grade
debt obligations 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 the 300% asset coverage test described in the Prospectus. See
"Investment Restrictions" in the Prospectus.

3. Restricted and Illiquid Securities - None of the Funds currently
expects to invest in restricted or illiquid securities, although, as a non-
fundamental policy, each Fund may invest no more than 15% (10% in the case
of MML Money Market) of its net assets in illiquid securities. However,
this policy does not limit the purchases of securities eligible for resale
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), provided that
such securities are determined to be liquid by the Board of Trustees or the
Adviser if such determination is pursuant to Board-approved guidelines.

Although the Board of Trustees is responsible for determining the liquidity
of restricted securities, it is not required to specifically approve and
review each restricted security recommended by the Advisers for the Funds'
portfolios. With respect to Rule 144A securities, for example, the Board
of Trustees is responsible for establishing guidelines for determining the
liquidity and value of securities and monitoring the Adviser's

B-20
<PAGE>

implementation of the guidelines. Such guidelines have been adopted and
take into account trading activity and the availability of reliable pricing
information, among other factors. 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 undesirable delays in selling these
securities at prices representing their fair value. Securities not
registered for sale to the general public but can be resold to
institutional investors may not be considered illiquid, provided that a
dealer or institutional trading market exists. The institutional trading
market is relatively new and liquidity of the Funds' investments could be
impaired if trading does not develop or declines.

Restricted securities frequently can be purchased at a discount from the
price of unrestricted securities of the same class, and the valuation of
such securities in the Funds' portfolios (which will be their fair value as
determined in good faith by the Board of Trustees of MML Trust or pursuant
to the direction of the Board of Trustees subject to its review) will
generally reflect such discount in whole or in part until the restriction
is eliminated. With the exceptions of Rule 144A securities and commercial
paper, the Funds generally do not expect to purchase restricted securities
unless the issuer has agreed to pay the expenses of registering such
securities under the Securities Act. However, under some circumstances the
Funds may dispose of such securities privately at a discount or pay the
cost of registration. A considerable period may elapse between the time a
Fund decides to sell restricted securities and the time a suitable
purchaser is found or registration is effected. Any such lapse of time
would reduce the Fund's flexibility and also delay its ability to dispose
of such securities, thereby subjecting the Fund to the risk of a market
decline in the interim or, in a thin market, a decline caused by the
proposed sale itself. In disposing of restricted securities, the Funds may
be underwriters as that term is defined in the Securities Act.

4. Warrants and Rights - MML Small Cap Value Equity, MML Equity, MML Blend
and MML Small Cap Growth Equity may each invest in warrants. A warrant
typically gives the holder the right to purchase an underlying stock at a
specified price for a designated period of time. Warrants may be a
relatively volatile investment for the holder. 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.
MML Small Cap Value Equity may invest up to 5% of the value of its assets
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.

MML Small Cap Value Equity may also invest in rights. Rights are similar
to warrants, but normally have a short duration and are distributed
directly by the issuer to its shareholders.

B-21
<PAGE>

Warrants and rights have no voting rights, receive no dividends and have no
rights to the assets of the issuer.

5. Foreign Securities - Generally, the Funds may invest not more than 10%
of their respective net assets in the securities of foreign issuers (with
the exception of MML Growth Equity), whether or not the securities are
listed on a domestic or foreign exchange. It is the current expectation,
however, that MML Equity will make no such investments. If such
investments are made by MML Managed Bond or MML Blend, it is presently
expected that no more than 5% of the Fund's respective net assets will be
invested in such securities. Investments in Canadian securities have their
own limitations as set forth in the Prospectus. MML Growth Equity may
invest not more than 30% of its net assets in the securities of foreign
issuers, whether or not the securities are listed on a domestic or foreign
exchange. Foreign securities also include securities of foreign issuers
(i) represented by American Depositary Receipts (ADRs), (ii) traded in the
United States over-the-counter markets, or (iii) listed on a U.S.
securities exchange.

MML Small Cap Value Equity, MML Growth Equity and MML Small Cap Growth
Equity are permitted to invest in foreign securities, but intend to make
such investments 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 these
Funds' 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, MML Small Cap Value Equity, MML Growth
Equity and MML Small Cap Growth Equity 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.

ADR's are issued by a U.S. depository institution, but they represent a
specified quantity of shares of a non-U.S. stock company. ADR's trade on
U.S. securities exchanges, and therefore are not treated as "foreign
securities" for purposes of the limitations on a Fund's investments in
foreign securities, although they are subject to many of the same risks as
foreign securities as described below.

MML Growth Equity and MML Small Cap Growth Equity also may invest in
sponsored or unsponsored Global Depositary Receipts ("GDRs") and European
Depositary Receipts ("EDRs") to the extent they become available. GDRs and
EDRs are typically issued by foreign depositaries and are evidence of
ownership interests in a security or pool of securities issued by either a
foreign or a U.S. corporation. Holders of unsponsored GDRs and EDRs
generally bear all the costs associated with establishing them. The
depositary of an unsponsored GDR or EDR is under no obligation to
distribute shareholder communications received from the underlying issuer
or to pass through to the GDR or EDR holders any voting rights with respect
to the securities or pools of securities

B-22
<PAGE>

represented by the GDR or EDR. GDRs and EDRs also may not be denominated in
the same currency as the underlying securities. Registered GDRs and EDRs
are generally designed for use in U.S. securities markets, while bearer
form GDRs and EDRs are generally designed for non-U.S. securities markets.
The Funds will treat the underlying securities of a GDR or EDR as the
investment for purposes of its investment policies and restrictions.

In making foreign investments, each Fund will be subject to a number of
factors and risks not generally associated with investments in domestic
securities. For example, foreign securities usually are denominated in
foreign currencies which means that their value will be affected favorably
or unfavorably by changes in the strength of the U.S. Dollar relative to
other currencies as well as to other factors that affect security prices.
Moreover, foreign issuers are not subject to uniform legal, accounting,
auditing, and financial standards and requirements comparable to those
applicable to U.S. issuers. Other risks include:

. imposition of dividend or interest withholding or confiscatory taxes

. higher brokerage costs

. thinner trading markets, currency blockages or transfer restrictions

. military coups or other adverse political or economic developments

. applicability of less stringent regulation of foreign securities
markets

. the availability of less information about the issuer of the security
in question

. possible seizure, expropriation or nationalization of foreign assets

. less government supervision and regulation of securities exchanges,
brokers and listed companies

. the difficulty of enforcing obligations in other countries

. greater expenses because of the increased transaction costs on
non-U.S. securities markets and the increased costs of maintaining the
custody of foreign securities.

Foreign securities markets also have different clearance and settlement
procedures. Delays in settlement could result in temporary periods when
assets of the Funds are uninvested. The inability of a Fund to make
intended security purchases due to settlement problems could cause it to
miss certain investment opportunities.

B-23
<PAGE>

Purchases of foreign securities are usually made in foreign currencies and,
as a result, Funds investing in foreign securities 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 Funds' agents to keep currently informed about
corporate actions that 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 Funds' 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
judgment.

In addition to the general risks of investing in foreign securities,
investments in emerging markets involve special risks. Securities of many
issuers in emerging markets may be less liquid and more volatile than
securities of comparable domestic issuers. Emerging markets may have
different clearance and settlement procedures, and in certain markets there
have been times when settlements have been unable to keep pace with the
volume of securities transactions, making it difficult to conduct such
transactions. Delays in settlement could result in temporary periods when
a portion of the assets of a Fund is uninvested and no return is earned
thereon. The inability of a Fund to make intended security purchases due
to settlement problems could cause a Fund to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to
settlement problems could result in losses to a Fund due to subsequent
declines in values of the portfolio securities, decrease in the level of
liquidity in a Fund's portfolio, or, if a Fund has entered into a contract
to sell the security, possible liability to the purchaser. Certain markets
may require payment for securities before delivery, and in such markets a
Fund bears the risk that the securities will not be delivered and that the
Fund's payments will not be returned. Securities prices in emerging
markets can be significantly more volatile than in the more developed
nations of the world, reflecting the greater uncertainties of investing in
less established markets and economics. In particular, countries with
emerging markets may have relatively unstable

B-24
<PAGE>

governments, present the risk of nationalization of businesses,
restrictions on foreign ownership, or prohibitions of repatriation of
assets, and may have less protection of property rights than more developed
countries. The economics of countries with emerging markets may be
predominantly based on only a few industries, may be highly vulnerable to
changes in local or global trade conditions, and may suffer from extreme
and volatile debt burdens or inflation rates. Local securities markets may
trade a small number of securities and may be unable to respond effectively
to increases in trading volume, potentially making prompt liquidation of
substantial holdings difficult or impossible at times. Securities of
issuers located in countries with emerging markets may have limited
marketability and may be subject to more abrupt or erratic price movements.

Certain emerging markets may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in
an emerging market's balance of payments or for other reasons, a country
could impose temporary restrictions on foreign capital remittances. A Fund
could be adversely affected by delays in, or a refusal to grant, any
required governmental approval for repatriation of capital, as well as by
the application to that Fund of any restrictions on investments.

Investment in certain foreign emerging market debt obligations may be
restricted or controlled to varying degrees. These restrictions or
controls may at times preclude investment in certain foreign emerging
market debt obligations and increase the expenses of a Fund.

6. Lending Portfolio Securities - The SEC currently requires that the
following conditions must be met whenever portfolio securities are
loaned:

(a) the Fund must receive at least 100% cash collateral from the borrower;

(b) the borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral;

(d) the Fund must receive reasonable interest on the loan, as well as any
dividends, interest or other distributions payable on the loaned
securities, and any increase in market value;

(e) the Fund may pay only reasonable custodian fees in connection with the
loan; and

(f) while voting rights on the loaned securities may pass to the borrower,
the Fund's Board must terminate the loan and regain the right to vote
the securities if a material event adversely affecting the investment
occurs.

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<PAGE>

In connection with its securities lending transactions, a Fund may return
to the borrower or a third party unaffiliated with the Fund, and acting as
a "placing broker," a part of the interest earned from the investment of
cash collateral received for securities loaned.

7. 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, a 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 for federal income tax
purposes on the constructive sale of securities "in the box" prior to the
time the short position is closed out. None of the Funds currently intends
to engage in short sales against-the-box.

8. Money Market Instruments: Large Denominations - Certain money market
instruments are available only in relatively large denominations, and
others may carry higher yields if purchased in relatively large
denominations. For example, yields on certificates of deposit for
$1,000,000 or more could be higher than yields on certificates of deposit
for less than $1,000,000. Also, it is believed that an institutional
purchaser of money market instruments who can invest relatively large sums
on a regular basis may have investment opportunities not available to those
who invest smaller sums less frequently. Certain of the investment
restrictions of the Funds, and in particular MML Money Market, limit the
percentage of assets which may be invested in certain industries or in
securities of any issuer. Accordingly, while MML Money Market has
relatively small net assets and net cash flow from sales and redemptions of
shares, it may be unable to invest in money market instruments paying the
highest yield available at a particular time.

9. MML Money Market Investments - For so long as MML Money Market values
its portfolio instruments on the basis of amortized cost (see "Purchase,
Redemptions and Pricing of Securities Being Offered"), its investments are
subject to portfolio maturity, portfolio quality and portfolio
diversification requirements imposed by Rule 2a-7 under the Investment
Company Act of 1940 (the "1940 Act"). MML Money Market must maintain a
dollar-weighted average portfolio maturity of 90 days or less, generally
must purchase instruments having remaining maturities of thirteen months
(397 days) or less, and must invest only in United States dollar-
denominated securities determined to be of high quality with minimal credit
risks.

MML Money Market's non-fundamental investment policy is that, at the time
it acquires a security, it will invest 100% of its net assets in First Tier
Securities, but it retains the right to invest no more than 5% of its net
assets in Second Tier Securities. A security qualifies as a First Tier
Security if (a) two nationally recognized statistical rating organizations
("NRSROs") have both given it their highest ratings, even if other NRSROs
have rated it lower, or (b) one NRSRO has given it the highest rating, if
the security has been rated by one NRSRO. In addition to Standard & Poor's
Ratings Group ("S&P") and Moody's Investors Service, Inc., ("Moody's")
other NRSROs include: Duff

B-26
<PAGE>

& Phelps, Inc., Fitch Investors, Inc., IBCA Limited and IBCA, Inc. A Second
Tier Security is one that is rated in the second highest rating category by
one or more NRSROs. In certain circumstances, unrated securities may
qualify as First or Second Tier Securities if MassMutual determines that
such securities are of comparable quality to First or Second Tier
Securities. A rating or determination of comparable quality is no guarantee
that a portfolio instrument will not decline in creditworthiness and/or
value.

MML Money Market's investment in certificates of deposit and bankers'
acceptances will be limited to obligations of banks having deposits of at
least $1,000,000,000 as of their most recently published financial
statements. The obligations of U.S. banks in which MML Money Market may
invest include Eurodollar obligations of their foreign branches. In the
case of foreign banks, the $1,000,000,000 deposit requirement will be
computed using exchange rates in effect at the time of their most recently
published financial statements.

Obligations of foreign issuers, including foreign branches of U.S. banks,
will not be acquired if MML Money Market's investment in such obligations
would exceed in the aggregate 25% of its net assets. Foreign branches of
U.S. banks and foreign banks may provide less public information and may
not be subject to the same accounting, auditing and financial record-
keeping standards as domestic banks.

The high quality debt instruments in which MML Money Market invests may not
offer as high a yield as may be achieved from lower quality instruments
having less safety. While MML Money Market invests exclusively in First
and Second Tier Securities, an investment in MML Money Market is not
without risk. If MML Money Market disposes of an obligation prior to
maturity, it may realize a loss or gain. An increase in interest rates
will generally reduce the value of portfolio investments. In addition,
investments are subject to the ability of the issuer to make payment at
maturity. MML Money Market will reassess whether a particular security
presents minimal credit risks in certain circumstances. For example, if a
security ceases to be a Tier 2 Security, MML Money Market would dispose of
any such security as soon as practical.

At present, obligations of United States agencies or instrumentalities
which MassMutual intends to purchase for the portfolio of MML Money Market
include principally obligations of Government National Mortgage Association
(which are backed by the full faith and credit of the United States) and
obligations of the Federal National Mortgage Association, Federal Farm
Credit Banks and the Federal Home Loan Banks (which may be backed only by
the credit of the issuer itself).

10. Other Money Market Investments - MML Equity Index and MML Small Cap
Value Equity may invest in the following types of money market
instruments:

U.S. Government Securities - Some U.S. Government Securities, which
are securities issued or guaranteed by the U.S. Government or its
agencies or

B-27
<PAGE>

instrumentalities, including U.S. Treasury securities that differ in
their interest rates, maturities and times of issuance, are backed by
the full faith and credit of the Government. Other U.S. Government
Securities are secured by the right of the issuer to borrow from the
U.S. Treasury. Other U.S. Government Securities are supported by
discretionary authority of the U.S. Government to purchase certain
obligations from the agency or instrumentality. Other U.S. Government
Securities are supported only by the credit of the issuing agent or
instrumentality. These securities bear fixed, floating or variable
rates of interest. 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.

Bank Obligations - MML Equity Index may purchase certificates of
deposit, time deposits, bankers' acceptances and other short-term
obligations issued by domestic banks, foreign subsidiaries or foreign
branches of domestic banks, domestic and foreign branches of foreign
banks, domestic savings and loan associations and other banking
institutions. With respect to such securities issued by foreign
subsidiaries or foreign branches of domestic banks and domestic and
foreign branches of foreign banks, MML Equity Index may be subject to
additional investment risks that are different in some respect from
those incurred by a fund which invests only in debt obligations of
U.S. domestic issuers.

Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specific
period of time.

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than
seven days) at a stated interest rate.

Bankers acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and the drawer to pay the face
amount of the instruments upon maturity. The other short-term
obligations may include uninsured, direct obligations bearing fixed,
floating or variable interest rates.

Commercial Paper - Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The
commercial paper purchased by MML Equity Index will consist only of
direct obligations which, at the time of their purchase, are (a) rated
at least Prime-1 by Moody's Investors Service, Inc. ("Moody's) or A-1
by Standard & Poor's Ratings Group ("S&P"), a division of The McGraw-
Hill Companies, Inc., (b) issued by companies having an outstanding
unsecured debt issue currently rated at least Aa by Moody's or at
least AA- by S&P, or (c) if unrated, determined by Mellon Equity to be
of comparable quality to those rated obligations which may be
purchased by the Fund.

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<PAGE>

MML Small Cap Value Equity 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.

11. Mortgage-Backed U.S. Government Securities and CMOs - MML Equity, MML
Money Market, MML Managed Bond and MML Blend may invest in mortgage-backed
U.S. securities and collateralized mortgage obligations ("CMOs"). These
securities represent participation interests in pools of residential
mortgage loans made by lenders such as banks and savings and loan
associations. The pools are assembled for sale to investors (such as the
Funds) by government agencies and also, in the case of CMOs, by private
issuers, which issue or guarantee the securities relating to the pool.
Such securities differ from conventional debt securities which generally
provide for periodic payment of interest in fixed or determinable amounts
(usually semi-annually) with principal payments at maturity or specified
call dates. Some mortgage-backed U.S. Government Securities in which a
Fund may invest may be backed by the full faith and credit of the U.S.
Treasury (e.g., direct pass-through certificates of Government National
Mortgage Association); some are supported by the right of the issuer to
borrow from the U.S. Government (e.g., obligations of Federal Home Loan
Mortgage Corporation); and some are backed by only the credit of the issuer
itself (e.g., Federal National Mortgage Association). Those guarantees do
not extend to the value or yield of the mortgage-backed securities
themselves or to the net asset value of a Fund's shares. These government
agencies may also issue derivative mortgage-backed securities such as
CMOs.

The expected yield on mortgage-backed securities is based on the average
expected life of the underlying pool of mortgage loans. The actual life of
any particular pool will be shortened by any unscheduled or early payments
of principal. Principal prepayments generally result from the sale of the
underlying property or the refinancing or foreclosure of underlying
mortgages. The occurrence of prepayments is affected by a wide range of
economic, demographic and social factors and, accordingly, it is not
possible to predict accurately the average life of a particular pool.
Yield on such pools is usually computed by using the historical record of
prepayments for that pool, or, in the case of newly-issued mortgages, the
prepayment history of similar pools. The actual prepayment experience of

B-29
<PAGE>

a pool of mortgage loans may cause the yield realized by a Fund to differ
from the yield calculated on the basis of the expected average life of the
pool.

Prepayments tend to increase during periods of falling interest rates and
decrease during periods of rising interest rates. When prevailing interest
rates rise, the value of a pass-through security may decrease as do the
values of other debt securities, but, when prevailing interest rates
decline, the value of a pass-through security is not likely to rise to the
extent of the value of other debt securities, because of the prepayment
feature of pass-through securities. A Fund's reinvestment of scheduled
principal payments and unscheduled prepayments it receives may occur at
times when available investments offer higher or lower rates than the
original investment, thus affecting the yield of the Fund. Monthly
interest payments received by the Fund have a compounding effect which may
increase the yield to the Fund more than debt obligations that pay interest
semi-annually. Because of those factors, mortgage-backed securities may be
less effective than U.S. Treasury bonds of similar maturity at maintaining
yields during periods of declining interest rates. A Fund may purchase
mortgage-backed securities at a premium or at a discount. Accelerated
prepayments adversely affect yields for pass-through securities purchased
at a premium (i.e., at a price in excess of their principal amount) and may
involve additional risk of loss of principal because the premium may not
have been fully amortized at the time the obligation is repaid. The
opposite is true for pass-through securities purchased at a discount.

12. Asset-Backed Securities - These securities are issued by trusts and
special purpose entities. They are backed by pools of assets, such as
automobile and credit-card receivables and home equity loans. Payments on
the underlying obligations are passed through to the security holders (less
servicing fees paid to the originator or fees for any credit enhancement).
The value of an asset-backed security is affected by changes in the
market's perception of the asset backing the security, the creditworthiness
of the servicing agent for the loan pool, the originator of the loans, or
the financial institution providing any credit enhancement, and is also
affected if any credit enhancement has been exhausted. Payments of
principal and interest passed through to holders of asset-backed securities
are typically supported by some form of credit enhancement, such as a
letter of credit, surety bond, limited guarantee by another entity or
having a priority to certain of the borrower's other securities. The
degree of credit enhancement varies, and generally applies to only a
fraction of the asset-backed security's par value until exhausted. If the
credit enhancement of an asset-backed security held by a Fund has been
exhausted, and if any required payments of principal and interest are not
made with respect to the underlying loans, the Fund may experience losses
or delays in receiving payment.

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<PAGE>

lower their return, similar to prepayments of a pool of mortgage loans
underlying mortgage-backed securities described above. However,
asset-backed securities do not have the benefit of the same security
interest in the underlying collateral as do mortgage-backed securities.

13. Lower Quality Debt Instruments and Preferred Stock - MML Managed Bond
and MML Blend may invest in debt instruments and preferred stock not rated
in the top four rating categories by S&P or Moody's. MML Managed Bond may
invest not more than 20% of its total invested assets in such investments
and MML Blend may invest not more than 10% of its total assets in such
investments. Lower quality debt instruments involve greater volatility of
price and yield, and greater risk of loss of principal and interest, and
generally reflect a greater possibility of an adverse change in financial
condition which would affect the ability of the issuer to make payments of
principal and interest. The market price for lower quality securities
generally responds to short-term corporate and market developments to a
greater extent than higher-rated securities because such developments are
perceived to have a more direct relationship to the ability of an issuer of
lower quality securities to meet its ongoing debt obligations. Because of
the relatively high risks associated with investments in lower quality
securities, an investor should carefully consider the manner in which MML
Managed Bond and MML Blend seeks to achieve their respective investment
objectives and such investor's ability to assume these risks before
investing in MML Managed Bond or MML Blend.

14. Investment Basket - The Board of Trustees, notwithstanding any of the
investment restrictions set forth in this Statement of Additional
Information or those set forth in the Prospectus, except those imposed as a
matter of law, may authorize one or more Funds to invest in any security or
investment related instrument, or to engage in investment related
transactions or practices, such as newly developed debt instruments or
hedging programs. The Board must determine 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. Moreover, at the time of making
such an investment or entering into such transaction, such investments or
instruments cannot account for more than 10% of the Fund's total assets.
MML Trust has no current plans to use this investment basket
authority.

15. Variable Rate Master Demand Notes - While the Money Market Segment of
MML Blend may purchase variable rate master demand notes, it has never done
so and has no current intention of doing so in the foreseeable future.

16. Stock Index Futures - A stock index future obligates a Fund to pay or
receive an amount of cash equal to a fixed dollar amount specified in the
futures contract multiplied by the difference between the settlement price
of the contract on the contract's last trading day and the value of the
index based on the stock prices of the securities that comprise it at the
opening of trading in such securities on the next business day. MML Equity
Index purchases and sells futures contracts on the stock index for which
it can obtain the best

B-31
<PAGE>

price with consideration also given to liquidity.

Using futures in anticipation of market transactions involves certain
risks. Although the Fund intends to purchase or sell futures contracts
only if there is an active market for such contracts, no assurance can be
given that a liquid market will exist for any particular contract at any
particular time. In addition, the price of stock index futures may not
correlate perfectly with the movement in the stock index due to certain
market distortions. First, all participants in the futures market are
subject to margin deposit and maintenance requirements. Rather than
meeting additional margin deposit requirements, investors may close futures
contracts through offsetting transactions which would distort the normal
relationship between the index and futures markets. Secondly, from the
point of view of speculators, the deposit requirements in the futures
market are less onerous than margin requirements in the securities market.
Therefore, increased participation by speculators in the futures market
also may cause temporary price distortions. Because of the possibility of
price distortions in the futures market and the imperfect correlation
between movements in the stock index and movements in the price of stock
index futures, the use of stock index futures may not result in a
successful hedging transaction.

In connection with its futures transactions, MML Equity Index may be
required to establish and maintain at its custodian bank or a registered
futures commission merchant a segregated account consisting of cash or high
quality money market instruments in an amount equal to the market value of
the underlying commodity less any amount deposited as margin.

17. Standard & Poor's Depositary Receipts ("SPDRs") - An investment in
SPDRs is intended to provide investment results that generally correspond
to the price and yield performance of the S&P 500 Composite Stock Price
Index (the "Index"). MML Equity Index may invest in SPDRs when, in the
opinion of Mellon Equity, available cash balances would not otherwise allow
the Fund to invest such cash balances in a manner which adequately
corresponds to the Index. Investments in SPDRs typically require less
available cash balances than do investments in stock index futures. SPDRs
represent an interest in the portfolio of S&P 500 stocks held by a unit
investment trust. SPDR holders are entitled to receive dividends which
accrue to stocks held by the unit investment trust, less trust expenses.
SPDRs trade on the American Stock Exchange and may be bought and sold like
common stock at any time during the trading day.

18. Trading Activity - It is the policy of MML Equity not to invest for
the purpose of exercising management or control. It is also the policy of
MML Equity not to engage in arbitrage activities. In seeking a high rate of
return from interest income and capital appreciation as well as in seeking
to preserve capital values, MassMutual intends to engage in the active
management of MML Managed Bond's portfolio. MML Money Market will make
portfolio investments primarily in anticipation of or in response to
changing economic and money market conditions and trends. Trading activity
is expected to be relatively low. However, it is anticipated from time to
time that MML

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<PAGE>

Money Market will take advantage of temporary disparities in the yield
relationships among the different segments of the money market or among
particular instruments within the same segment of the market to make
purchases and sales when management deems that such transactions will
improve the yield or the quality of the portfolio.

The Advisers intend to use trading as a means of managing the portfolio of
MML Blend, MML Growth Equity and MML Small Cap Growth Equity in seeking to
achieve their investment objectives. Portfolio trading involves
transaction costs, but will be engaged in when the Advisers believe the
result of the trading, net of transaction costs, will benefit the
Funds.

19. Roll Transactions - To take advantage of attractive financing
opportunities in the mortgage market and to enhance current income, MML
Blend may engage in dollar roll transactions. A dollar roll transaction
involves a sale by the Fund of a GNMA certificate or other mortgage-backed
securities to a financial institution, such as a bank or a broker-dealer,
concurrent with an agreement by the Fund to repurchase a similar security
from the institution at a later date at an agreed-upon price. The
securities that are repurchased will bear the same interest rate as those
sold, but generally will be collateralized by different pools of mortgages
with different prepayment histories than those sold. Dollar roll
transactions involve potential risks of loss which are different from those
related to the securities underlying the transaction. The securities that
are repurchased will bear the same interest rate as those sold, but
generally will be collateralized by different pools of mortgages with
different prepayment histories than those sold. During the period between
the sale and repurchase, the Fund will not be entitled to receive the
interest and principal payments on the securities sold. Proceeds of the
sale will be invested in additional instruments for the Fund. The Fund is
compensated for agreeing to repurchase the security by the difference
between the current sales price and the price for the future purchase
(often referred to as the "drop") as well as by the interest earned on the
cash proceeds of the initial sale. Dollar rolls may be renewed over a
period of several months with a different repurchaser and repurchase price
and a cash settlement made at each renewal without physical delivery of
securities. Moreover, the Fund may enter into a dollar roll transaction
involving a security not then in the Fund's portfolio so long as the
transaction is preceded by a firm commitment agreement pursuant to which
the Fund has agreed to buy the securities on a future date.

The Fund will not use such transactions for leveraging purposes and,
accordingly, will segregate cash or other liquid securities in an amount
sufficient to meet it obligations under the roll transactions. Dollar roll
transactions involve potential risks of loss which are different from those
related to the securities underlying the transaction. For example, if the
counterparty were to become insolvent, the Fund's right to purchase from
the counterparty may be restricted. Additionally, the market value of the
securities sold by the Fund may decline below the repurchase price of those
securities to be purchased.

B-33
<PAGE>

III. INVESTMENT RESTRICTIONS

The following is a description of certain fundamental restrictions on
investments of the Funds (in addition to those described in the Prospectus)
which may not be changed without a vote of a majority of the outstanding shares
of the applicable Fund.

MML Equity, MML Money Market, MML Managed Bond and MML Blend will not:

1. Make an investment in the securities of any issuer if such investment when
made would cause more than 5% of the value of the total assets of the Fund
to be invested in such securities (other than U.S. Government securities),
or, in the case of MML Equity, would cause more than 10% of the outstanding
securities of any class of such issuer to be held by MML Equity;

2. Purchase securities on margin, except for such short-term credits as are
necessary for the clearance of transactions, and except that each of MML
Equity, MML Money Market, MML Managed Bond and MML Blend may deposit and
maintain funds with its custodian or brokers as margin in connection with
its use of financial futures contracts (see "Investment Practices of the
Funds and Related Risks - Derivatives");

3. Purchase commodities or commodity contracts, except to the extent that each
of MML Equity, MML Money Market, MML Managed Bond and MML Blend may enter
into financial futures contracts (see the Prospectus and "Investment
Practices of the Funds and Related Risks - Derivatives");

4. Purchase the securities of companies which (including predecessors) are
less than three years old, if such purchase would cause more than 5% of the
value of the total assets of the Fund to be invested in such companies;

5. Hold more than 10% of the voting securities of any one company;

6. Purchase or hold the securities of any company, if to the knowledge of the
Board of Trustees of MML Trust, persons who are officers or directors of
MassMutual or officers or Trustees of MML Trust, and who individually own
more than 1/2 of 1% of the securities of that company, together own more
than 5% of such securities;

7. Make short sales of securities;

8. Write, purchase or sell puts, calls or combinations thereof, except each of
MML Equity, MML Money Market, MML Managed Bond and MML Blend may write call
options on the securities in its portfolio and enter into closing purchase
transactions with respect thereto (see "Investment Practices of the Funds
and Related Risks - Derivatives - Call and Put Options");

9. Make loans to any officer, Trustee or employee of the Trust or to any
officer, director or employee of MassMutual, or to MassMutual;

B-34
<PAGE>

10. Purchase or sell real estate or interests in real estate, although it may
purchase and sell marketable securities secured by, or of companies
investing or dealing in, real estate;

11. Invest in securities of other investment companies, except (A) as part of a
merger, consolidation or other corporate acquisition, or (B) by purchases
in the open market at no more than customary brokers' commissions, as a
result of which not more than 5% of the value of the total assets of the
Fund would be so invested and no more than 3% of the total outstanding
voting stock of any one investment company would be held;

12. Participate in the underwriting of securities, except to the extent that
each Fund may be deemed an underwriter under federal securities laws by
reason of acquisitions or distributions of portfolio securities (e.g.,
investments in restricted securities and instruments subject to such limits
as imposed by the Board and/or law);

13. Make loans, except (i) through the acquisition of bonds, debentures, notes
or other evidences of indebtedness in which the Fund is authorized to
invest, (ii) in the case of MML Money Market, MML Managed Bond and MML
Blend, through repurchase agreements (repurchase agreements of each such
Fund maturing in more than seven days not to exceed 10% of the value of the
total assets of such Fund), (iii) in the case of MML Managed Bond, through
the lending of portfolio securities with respect to not more than 10% of
the total assets of the fund taken at current value, and (iv) in the case
of MML Blend, through the lending of portfolio securities with respect to
not more than 33% of the total assets of the Fund taken at current value.
(The present intention is that securities loans would be made to
broker-dealers only pursuant to agreements requiring that the loans be
continuously secured by collateral in cash or U.S. Government securities at
least equal at all times to the market value of the securities lent. The
borrower pays the Fund an amount equal to any interest or dividends on the
securities lent. The Fund also receives a portion of the interest on the
securities purchased with the cash collateral (high-grade interest-bearing
short-term obligations), or a fee from the borrower. Although voting
rights, or rights to consent, with respect to the securities lent pass to
the borrower, the Fund retains the right to call the loans at any time on
reasonable notice, and it will do so in order to vote the securities on a
material event affecting the investment. Such loans may also be called in
order to sell the securities involved);

14. Issue senior securities, except to evidence permitted borrowings;

15. Pledge or mortgage assets at market to an extent greater than 15% of the
total assets of the Fund taken at cost;

16. Borrow money, except from banks as a temporary measure for extraordinary or
emergency purposes (but not for the purpose of making investments), and
except to the extent that each Fund engages in financial futures
transactions and in reverse repurchase agreements, provided (a) that the
aggregate amount of all such borrowings at the time of borrowing does

B-35
<PAGE>

not exceed 10% of the total assets of the Fund taken at cost, and (b) that
immediately after the borrowing, and at all times thereafter, there will be
an asset coverage of at least 300% for all of the Fund's borrowings
(including all obligations under financial futures contracts on debt
obligations; or

17. Concentrate its investments in any one industry, as determined by the Board
of Trustees, and in this connection it will not acquire securities of
companies in any one industry if, immediately after giving effect to any
such acquisition, more than 25% of the value of the total assets of the
Fund would be invested in such industry, with the following exceptions:

(a) In the case of MML Money Market there is no limitation in respect
of certificates of deposit and bankers' acceptances.

(b) MML Money Market, MML Managed Bond and the Bond Segment of MML
Blend each may invest up to 40% of the value of their respective
total assets in each of the electric utility and telephone
industries. However, it currently is MassMutual's intent not to
invest more than 25% of any one of these Fund's total assets in
either the electric utility or telephone industries.

MML Equity Index Fund

The following is a description of certain restrictions on investments of MML
Equity Index which may not be changed without a vote of a majority of the
outstanding shares of the Fund:

1. Purchase securities on margin, except for such short-term credits as are
necessary for the clearance of transactions, and except that the Fund may
deposit and maintain funds with its custodian or brokers as margin in
connection with its use of financial futures contracts;

2. Purchase commodities or commodity contracts, except to the extent that the
Fund may enter into futures contracts, as described in the Prospectus and
this Statement of Additional Information;

3. Borrow money or pledge, mortgage or hypothecate its assets, except (i) in
connection with entering into futures contracts and (ii) temporary or
emergency purposes, in an amount up to 5% of the value of its total assets
(including the amount borrowed) valued at the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the
borrowing is made. Collateral arrangements with respect to initial or
variation margin for futures contracts will not be deemed to be pledges of
the Fund's asset;

4. Act as an underwriter of securities of other issuers or purchase securities
subject to restrictions on disposition under the Securities Act of 1933, as
amended (so-called "restricted securities"). The Fund may not enter into
repurchase agreements providing for settlement in more than seven days or
purchase securities which are not readily marketable, if, in the aggregate,
more than 10% of the value of the Fund's net assets would be so invested.
The

B-36
<PAGE>

Fund will not enter into time deposits maturing in more than seven days
and time deposits maturing from two business through seven calendar days
will not exceed 10% of the Fund's total assets;

5. Write, purchase or sell puts, calls or combinations thereof;

6. Make loans to any officer, Trustee or employee of MML Trust or to any
officer, director or employee of MassMutual, or to MassMutual;

7. Purchase or sell real estate or interests in real estate, although the Fund
may purchase and sell marketable securities secured by, or of companies
investing or dealing in, real estate;

8. Purchase securities of investment companies except as permitted under the
Investment Company Act of 1940, as amended (the "1940 Act");

9. Invest more than 25% of its assets in investments in any particular
industry or industries (including banking), except to the extent the Index
also is so concentrated;

10. Make loans, except through the acquisition of bonds, debentures, notes,
commercial paper, bankers' acceptances or other evidences of indebtedness
in which the Fund is authorized to invest. However, the Fund may lend
portfolio securities with respect to not more than 33% of the total assets
of the Fund taken at current value; or

11. Issue senior securities, except to evidence borrowings permitted by
investment restriction (3) described above.

In addition to the investment restrictions adopted as fundamental policies set
forth above, the Fund operates with certain non-fundamental policies which may
be changed by vote of a majority of the Board members at any time. The Fund may
not sell securities short, but reserves the right to sell securities short
against the box. If a percentage restriction is adhered to at the time of
investment, a later change in percentage resulting from a change in values or
assets will not constitute a violation of such restriction.

MML Small Cap Value Equity Fund, MML Growth Equity Fund and MML Small Cap Growth
Equity 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 violated unless an excess over
the percentage occurs immediately after, and is caused by, an acquisition or
encumbrance of securities or assets or, or borrowings by or on behalf of, MML
Small Cap Value Equity, MML Growth Equity and MML Small Cap Growth Equity. MML
Small Cap Value Equity, MML Growth Equity and MML Small Cap Growth Equity will
not:

B-37
<PAGE>

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 the 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
arrangements 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
contract, 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.

B-38
<PAGE>

Notwithstanding any fundamental investment restriction set forth above or the
Prospectus, MML Small Cap Value Equity, MML Growth Equity and MML Small Cap
Growth Equity may each (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 that Fund and has adopted
reasonable guidelines for use by that 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 that Fund's total assets. For the
foreseeable future, MML Small Cap Value Equity, MML Growth Equity and MML Small
Cap Growth Equity do not expect to engage in futures and options transactions or
interest rate swap agreements.

In addition to the fundamental investment restrictions of MML Small Cap Value
Equity, MML Growth Equity and MML Small Cap Growth Equity 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 these Funds. 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, MML Small Cap
Value Equity, MML Growth Equity and MML Small Cap Growth Equity 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.

IV. 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.

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<PAGE>

Stuart H. Reese* Chairman, Trustee and President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 44

Chief Investment Officer (since 1999), Chief Executive Director (1997-1999),
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 Capital Corporation
(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 II 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);
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; President (since 1995), Chairman and Trustee (since 1999),
MassMutual Institutional Funds (open-end investment company).

Ronald J. Abdow Trustee of MML Trust
1111 Elm Street
West Springfield, MA 01089
Age: 68

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).

Richard H. Ayers Trustee of MML Trust
176 Sewall Road
Wolfreboro, NH 03894
Age: 57

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).

Mary E. Boland Trustee of MML Trust
67 Market Street

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

B-40
<PAGE>

Springfield, MA 01102
Age: 60

Attorney at Law, Egan, Flanagan and Cohen, P.C. (law firm), Springfield, MA;
Director (1995-1999), Trustee (until 1995), SIS Bank (formerly, Springfield
Institution for Savings); Director (since 1999), SIS/Family F.S.B. (formerly SIS
Bank); Trustee (since 1994), MassMutual Institutional Funds (open-end investment
company).

David E. A. Carson Trustee of MML Trust
850 Main Street
Bridgeport, CT 06604
Age: 65

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).

B-41
<PAGE>

Richard G. Dooley* Trustee of MML Trust
1295 State Street
Springfield, MA 01111
Age: 70

Consultant (since 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.), Nellie Mae, 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), Trustee (since 1974), MassMutual Corporate Investors, and Trustee
(since 1988), Vice Chairman (since 1995), Chairman (1988-1995), MassMutual
Participation Investors (closed-end investment companies); Director (since
1996), Charter Oak Capital Management, Inc.; Trustee (since 1996), MassMutual
Institutional Funds (open-end investment company).

Richard W. Greene Trustee of MML Trust
University Of Rochester
Rochester, NY 14627
Age: 64

Vice President for Investments and Treasurer (since 1998), Executive Vice
President and Treasurer (1986-1998), University of Rochester (private
university); Trustee (since 1996), MassMutual Institutional Funds (open-end
investment company).

Beverly L. Hamilton Trustee of MML Trust
515 South Flower Street
Los Angeles, CA 90071
Age: 53

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).

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

B-42
<PAGE>

F. William Marshall, Jr. Trustee of MML Trust
1441 Main Street
Springfield, MA 01102
Age: 57

Chairman (since 1999), SIS and Family Bank, F.S.B. (formerly SIS Bank);
President, Chief Executive Officer and Director (1993-1999), SIS Bancorp, Inc
and SIS Bank (formerly, Springfield Institution for Savings); Director (since
1999), Peoples Heritage Financial Group, Inc.; 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).

Charles J. McCarthy Trustee of MML Trust
181 Eton Road
Longmeadow, MA 01106
Age: 76

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

Robert J. O'Connell* Trustee of MML Trust
1295 State Street
Springfield, MA 01111
Age: 55

President, Chief Executive Officer, Director, Member, Board Affairs Committee
and Dividend Policy Committee, Chairman Investment Committee of MassMutual Life
Insurance Company; Director, C.M. Life Insurance Company and MML Bay State Life
Insurance Company (wholly-owned insurance company subsidiaries of MassMutual),
Cornerstone Real Estate Advisers, Inc. (wholly-owned real estate investment
advisory subsidiary of MassMutual Holding Trust I), One Financial Plaza, Suite
1700, Hartford, Connecticut; DLB Acquisition Corporation (holding company for
investment advisers), MassMutual Holding MSC, Inc., Trustee, MassMutual Holding
Trust II (wholly-owned holding company subsidiaries of MassMutual Holding Co.),
MassMutual Holding Trust I (wholly-owned holding company subsidiary of
MassMutual Holding Co.), Director, MassMutual International, Inc., (wholly-owned
subsidiary of MassMutual Holding Company to act as service provider for
international insurance companies, MassMutual Holding Company (wholly-owned
holding company subsidiary of MassMutual), MassMutual Benefits Management, Inc.,
Life Office Management Association; Director, President and Chief Executive
Officer (1991-1998), AIG Life Insurance Company, American International Life
Assurance of New York, Delaware American Life Insurance Co., Pacific Union
Assurance Company; Director (1991-1998) AIG Life Insurance Company of

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

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

B-43
<PAGE>

Puerto Rico; Senior Vice President (1991-1998), Life Insurance of American
International Group, Inc., American Life Insurance Company, DE; Senior Vice
President, Group Management Division (1991-1998) of American International
Group, Inc.; Trustee (since 1999), MML Series Investment Fund (open-end
investment company).

John H. Southworth Trustee of MML Trust
195 Eton Road
Longmeadow, MA 01106
Age: 72

Chairman (since 1994), 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).

Michael D. Hays Chief Financial Officer of MML Trust
1295 State Street
Springfield, MA 01111
Age: 56

Senior Vice President (since 1998), Senior Vice President and Actuary (1986-
1998), MassMutual; Chief Financial Officer (since 1999), MassMutual
Institutional Funds (open-end investment company).

Mary Wilson Kibbe Senior Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 45

Executive Director (since 1982), 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 II 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: 55

Managing Director (since 1997), MassMutual; Managing Director and Vice President
(1994-1997), Citicorp, Inc. (banking); Managing Director (1973-1994), Aetna Life
& Casualty (insurance company);

B-44
<PAGE>

Vice President and Chief Financial Officer (since 1998), MMCI Subsidiary Trust
and MMPI Subsidiary Trust (wholly-owned subsidiaries of MassMutual Corporate
Investors and MassMutual Participation Investors, respectively); Chief Financial
Officer (since 1998), MMHC Investment, Inc. (investor in funds sponsored by
MassMutual) and HYP High Yield Partners II LLC.

Stephen L. Kuhn Vice President and Secretary of MML Trust
1295 State Street
Springfield, MA 01111
Age: 52

Vice President and Deputy General Counsel (since 1998), Vice President and
Associate General Counsel (1992-1998), MassMutual; Vice President and Secretary,
MassMutual Participation Investors and MassMutual Corporate Investors (closed-
end investment companies); Assistant Secretary (since 1996), Antares Capital
Corporation (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 advisers); Vice President and Secretary, MassMutual
Institutional Funds (open-end investment company).

Judith A. Martini Vice President of MML Trust
140 Garden Street
Hartford, CT 06154
Age: 50

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

Mark B. Ackerman Treasurer of MML Trust
1295 State Street
Springfield, MA 01111
Age: 34

Investment Director (since 1996), Associate Investment Director (1993-1996),
MassMutual; Controller (1997-1998), Associate Treasurer (1995-1997), MassMutual
Participation Investors and MassMutual Corporate Investors (closed-end
investment companies); Treasurer (since 1998) MMCI Subsidiary Trust and MMPI
Subsidiary Trust (wholly-owned subsidiaries of MassMutual Corporate Investors
and MassMutual Participation Investors, respectively); Treasurer (since 1998),
Comptroller (1997-1998), Associate Treasurer (1995-1996), MassMutual
Institutional Funds (open-end investment company).

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

B-45
<PAGE>

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 1998 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 serve as a Trustee of one other registered investment
company managed by MassMutual.

<TABLE>
<CAPTION>
========================================================================================
Aggregate Compensation from Total Compensation from MML
Name/Position MML Trust Trust and Fund Complex
========================================================================================
<S> <C> <C>
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
Trustee $16,000 $32,000
- ----------------------------------------------------------------------------------------
David E. A. Carson
Trustee $16,000 $32,000
- ----------------------------------------------------------------------------------------
Richard W. Greene
Trustee $16,000 $32,000
- ----------------------------------------------------------------------------------------
Beverly L. Hamilton
Trustee $16,000 $32,000
========================================================================================
</TABLE>

V. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

B-46
<PAGE>

MassMutual, through its separate investment account and direct investment in MML
Equity Index, was the owner of record of all of the outstanding shares of MML
Equity Index as of April 1, 1999 and, therefore, may be deemed to be in control
(as that term is defined in the 1940 Act) of MML Equity Index. MassMutual, MML
Bay State and C.M. Life Insurance Company ("C.M. Life") were the record owners
of all of the outstanding shares of each of the other series of MML Trust (with
the exception of MML Growth Equity and MML Small Cap Growth Equity) as of April
1, 1999 and therefore, may be deemed to be in control (as that term is defined
in the 1940 Act) of each of the other series of MML Trust. MML Growth Equity
and MML Small Cap Growth Equity did not commence operations until May 3, 1999.
However, certain owners of variable life insurance policies and variable annuity
contracts that depend upon the investment performance of the Funds have the
right to instruct MassMutual, MML Bay State and C.M. Life as to how shares of
MML Trust deemed attributable to their contracts shall be voted. MassMutual,
MML Bay State and C.M. Life generally are required to vote shares attributable
to such contracts but for which no instructions were received, in proportion to
those votes for which instructions were received. The address of MassMutual,
MML Bay State and C.M. Life is 1295 State Street, Springfield, Massachusetts
01111.

VI. INVESTMENT MANAGEMENT AND OTHER SERVICES

MassMutual serves as investment manager of each Fund pursuant to a separate
investment management agreement between MassMutual and MML Trust on behalf of
each Fund (the "Management Agreements"). Under the Management Agreements, which
are substantially identical, MassMutual is authorized to engage in portfolio
transactions on behalf of the Funds, subject to such general or specific
instructions as may be given by the Board of Trustees of MML Trust.

Pursuant to the Management Agreements, MassMutual is paid a quarterly fee at the
annual rate, for each of MML Equity, MML Money Market, MML Managed Bond and MML
Blend, of .50% of the first $100 million of the average daily net asset value of
each Fund, .45% of the next $200 million, .40% of the next $200 million and .35%
of any excess over $500 million. 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 MML Small Cap Value Equity, .60% of the next $200 million, .55% of the
next $200 million and .50% of any excess over $500 million. MassMutual is paid
a quarterly fee at the annual rate of .40% of the first $100 million of the
average daily net assets of MML Equity Index, .38% of the next $150 million and
.36% of any net assets thereafter. MassMutual has agreed to bear expenses of
each MML Equity, MML Money Market, MML Managed Bond, MML Blend and MML Small Cap
Value Equity (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, 2000. This agreement cannot be terminated
unilaterally by MassMutual. For the period ended December 31, 1998, MassMutual
paid $36,434 for MML Small Cap Value Equity. MassMutual had a similar agreement
to bear the expenses of MML Equity Index. This agreement terminated as of April
30, 1998. During 1998, MassMutual paid $29,698 for MML Equity Index.
For the Management Agreement relating to MML Growth Equity, MassMutual is paid a
quarterly fee at the annual rate of .80% on the first $300 million of the
average daily net asset value of the Fund, .77% on the next $300 million, .75%
on the next $300 million, .37% on the next $600

B-47
<PAGE>

million, and .25% on assets over $1.5 billion. For the Management Agreement
relating to MML Small Cap Growth Equity, MassMutual is paid a quarterly fee at
the annual rate of 1.075% on the first $100 million, 1.050% on the next $100
million, l.025% on the next $300 million and 1.000% on assets over $500
million.

The Management Agreements also provide that MassMutual will perform all
administrative functions relating to the Fund. With respect to each Fund except
MML Managed Bond, MML Trust agrees to bear its own expenses, however, MassMutual
has agreed to bear the cost of investment advisory services, fund accounting and
other administrative expenses, and distribution expenses. The Management
Agreement relating to MML Managed Bond provides that MassMutual will perform all
administrative functions relating to that Fund and will bear all expenses of
that Fund except: (1) taxes and corporate fees payable to government agencies;
(2) brokerage commissions 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 person, as described in the 1940 Act, or advisers of the Trust; and
(5) fees of the Fund's independent certified public accountants.

The net asset values of the Funds at December 31, 1998 and the investment
management fees each paid during the past three years were:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Fund Net Assets Investment Management Fees
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Dec. 31, 1998 1996 1997 1998
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MML Equity Fund $74,956,036 $5,787,673 $8,082,863 10,216,960
- --------------------------------------------------------------------------------------------
MML Money Market Fund 178,423,757 612,946 703,344 693,453
- --------------------------------------------------------------------------------------------
MML Managed Bond Fund 20,173,153 820,434 913,026 1,034,821
- --------------------------------------------------------------------------------------------
MML Blend Fund 112,214,264 7,525,674 8,933,947 10,258,337
- --------------------------------------------------------------------------------------------
MML Equity Index Fund* 36,069,277 N/A 61,760 117,348
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
MML Small Cap Value Equity 10,260,184 N/A N/A 35,260
Fund**
- --------------------------------------------------------------------------------------------
</TABLE>

*MML Equity Index Fund commenced operations on May 1, 1997.
**MML Small Cap Value Equity Fund commenced operations on June 1, 1998.

MML Growth Equity Fund and MML Small Cap Growth Fund commenced operations on May
3, 1999.

B-48
<PAGE>

The Management Agreement with each Fund may be terminated by the Board of
Trustees of MML Trust, or by vote of a majority of the outstanding shares of
such 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, each such 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. Under the terms of each Management Agreement, each Fund
recognizes MassMutual's control of the initials "MML" and each Fund agrees that
its right to use these initials is non-exclusive and can be terminated by
MassMutual at any time. Each Management Agreement 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.

David L. Babson and Company Incorporated

Pursuant to three investment sub-advisory agreements (the "Sub-Advisory
Agreements") between MassMutual and Babson, Babson serves as the Investment Sub-
Adviser to MML Equity, MML Small Cap Value Equity and the Equity Segment of MML
Blend, and provides day-to-day management of these Funds' investments. Babson
is located at One Memorial Drive, Cambridge, Massachusetts 02142. Babson and its
employees manage approximately $19 billion in assets.

MassMutual pays Babson a quarterly fee for the investment advisory services
Babson provides with respect to each of the Funds for which Babson serves as
sub-adviser. This quarterly fee is equal to an annual rate of .13% of the
average daily net asset value of MML Equity, .13% of the average daily net asset
value of the Equity Segment of MML Blend, and .25% of the average daily net
asset value of MML Small Cap Value Equity, as of the close of each business day.
Additionally, Babson agrees to assume the expenses associated with fund
accounting for MML Equity, MML Small Cap Value Equity and the Equity Segment of
MML Blend; Babson has no responsibility for providing such fund accounting
services, however.

MassMutual's Sub-Advisory Agreements with Babson will terminate automatically
upon their assignment or upon the termination of the respective Management
Agreement or by MassMutual upon sixty days' written notice or by liquidation of
MML Equity, MML Small Cap Value or the Equity Segment of MML Blend.

Mellon Equity Associates, LLP

MassMutual has also entered into an investment sub-advisory agreement with
Mellon Equity pursuant to which Mellon Equity serves as MML Equity Index's
investment sub-adviser, providing day-to-day management of the Fund's
investments. Mellon Equity is located at 500 Grant Street, Suite 3700
Pittsburgh, Pennsylvania 15258. Effective January 1, 1998, Mellon Equity, a
subsidiary of Mellon Bank Corporation, was reorganized as a Pennsylvania
limited

B-49
<PAGE>

liability partnership. Mellon Bank, N.A. is the 99% limited partner and MMIP,
Inc. is the 1% general partner of Mellon Equity. Mellon Equity and its employees
managed approximately $9 billion and served as the investment adviser or sub-
adviser of 18 other investment companies.

MassMutual pays Mellon Equity a monthly fee equal to an annual rate of .09% of
the first $100 million of the average daily net asset value of MML Equity Index;
.07% of the next $150 million, and .05% of any net assets thereafter for the
investment advisory services Mellon Equity provides with respect to MML Equity
Index. MassMutual's Sub-Advisory Agreement with Mellon Equity will terminate
automatically (i) upon its assignment, (ii) upon the termination of the
Investment Management Agreement, (iii) 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 the
Advisers or of MML Trust, or (iv) by Mellon Equity upon 90 days' written notice
by MML Equity Index or MassMutual upon 60 days' written notice or by liquidation
of the Fund.

The Sub-Advisory Agreement acknowledges that when the purchase or sale of
securities of the same issuer is suitable for the Fund and one or more other
investment companies or accounts managed by Mellon Equity which attempt to track
an equity index, such purchases or sales may and 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. Mellon Equity believes 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 and advantage and the
desirability of retaining Mellon Equity as index manager of the Fund outweigh
the disadvantages, if any, which might result from this procedure.

Massachusetts Financial Services Company

MassMutual has also entered into an investment sub-advisory agreement with MFS
pursuant to which MFS serves as MML Growth Equity `s investment sub-adviser,
providing day-to-day management of the Fund's investments. MFS is located at
500 Boylston Street, Boston, Massachusetts 02116-3741. MFS is an indirect,
wholly-owned subsidiary of Sun Life Assurance Company of Canada. MFS manages
approximately $95 billion in assets.

MassMutual pays MFS a monthly fee equal to an annual rate of .80% on the first
$300 million of aggregate net assets under management, .77% on the next $300
million, .75% on the next $300 million, .37% on the next $600 million, and .25%
on assets over $1.5 billion. As used in the section, aggregate net assets under
management means the aggregate of (i) average daily net assets of the specified
Fund, plus (ii) the average daily net assets of all other funds or accounts of

B-50
<PAGE>

MassMutual or its affiliates, including other funds registered under the 1940
Act, for which the sub-adviser provides sub-advisory services. MFS also
provides investment sub-advisory services for MassMutual Growth Equity Fund, a
series of MassMutual Institutional Fund, an open-end investment company for
which MassMutual acts as investment manager.

MassMutual's sub-advisory agreement with MFS will terminate automatically upon
their assignment or upon the termination of the respective Management Agreement
or by MassMutual upon sixty days' written notice or by liquidation of MML Growth
Equity.

J.P. Morgan Investment Management Inc. and Waddell & Reed Investment Management
Company

MassMutual has also entered into investment sub-advisory agreements with J.P.
Morgan and Waddell & Reed pursuant to which each serves as investment sub-
adviser for a portion of the investments of MML Small Cap Growth Equity. J.P.
Morgan is located at 522 Fifth Avenue, New York, New York 10036. Waddell & Reed
is located at 6300 Lamar, Overland Park, Kansas 66202-4247. J.P. Morgan manages
more than $277 billion in assets. Waddell & Reed has approximately $27 billion
in assets under management.

J.P. Morgan and Waddell & Reed both act as sub-adviser for MML Small Cap Growth
Equity. Each sub-adviser manages 50% of the net assets of the Fund's portfolio.
Initially, each sub-adviser will be allocated their portion of the Fund's net
assets based on cash flow received by the Fund. Annually, the Fund's portfolio
will be rebalanced so that each sub-adviser's allocation is 50% of the net
assets. MassMutual pays J.P. Morgan a monthly fee equal to an annual rate of
.60% on the first $200 million of aggregate net assets under management (as
defined above), .55% on the next $300 million, and .50% on assets over $500
million. MassMutual pays Waddell & Reed a monthly fee equal to an annual rate
of .75% on the first $100 million of aggregate net assets under management (as
defined above), and .70% on assets over $100 million. J.P. Morgan and Waddell &
Reed both provide sub-advisory services for MassMutual Small Cap Growth Equity
Fund, a series of MassMutual Institutional Fund, an open-end investment company
for which MassMutual acts as investment manager.

MassMutual's sub-advisory agreements with J.P. Morgan and Waddell & Reed will
terminate automatically upon their assignment or upon the termination of the
respective Management Agreement or by MassMutual upon sixty days' written notice
or by liquidation of MML Small Cap Growth Equity.

MassMutual is ultimately responsible for providing investment advice to these
Funds and will continue to provide administrative and non-investment advisory
services to the Funds.

Securities held by the Funds are also frequently held by the Advisers in their
investment accounts and/or by other investment clients for which the Advisers
act as investment advisers. If the same security is purchased or sold for any
Fund and such investment account or clients at the same time, such purchases or
sales normally will be combined, to the extent practicable, and will be

B-51
<PAGE>

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 Funds to participate in larger volume
transactions will, in most cases, produce better execution for the Funds. In
some cases, however, this procedure could have a detrimental effect on the price
and amount of a security available to a 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 the Advisers as investment managers
of the Funds outweigh the disadvantages, if any, which might result from this
procedure.

Other service providers of the Funds are as follows:

. PricewaterhouseCoopers, LLP, 2300 Tower Square, 1500 Main Street,
Springfield, Massachusetts 01101, the independent accountant for each of
the Funds, provides audit services and assistance and consultation in
connection with tax returns and the reviewing of various SEC filings.

. Citibank, N.A., 111 Wall Street, New York, New York 10005, acts as
custodian of the cash and securities of each of MML Equity, MML Money
Market, MML Managed Bond, MML Small Cap Value Equity and MML Blend. As
such, it holds in custody each Fund's portfolio securities and receives and
delivers them upon purchases and sales.

. Boston Safe Deposit and Trust Company, an indirect subsidiary of Mellon
Bank Corporation, acts as custodian of MML Equity Index. Boston Safe
Deposit and Trust Company is located at One Boston Place, Boston,
Massachusetts 02108. Under its Custody Agreement with MML Equity Index,
Boston Safe Deposit and Trust Company holds the Fund's portfolio securities
and keeps all necessary accounts and records. Pursuant to its Sub-Advisory
Agreement with MassMutual, Mellon Equity has agreed that so long as it is
the sole investment sub-adviser to MML Equity Index, the fees for the
custody services provided by Boston Safe Deposit and Trust Company will be
deducted from Mellon Equity's fee. In order to secure payment by the
Custodian of overdrafts, the Fund has granted the Custodian a continuing
security interest in and a right of set off against assets in the Fund's
account with the Custodian.

. IBT, 200 Clarendon Street, Boston, Massachusetts 02116, acts as custodian
and sub-administrator for MML Growth Equity's and MML Small Cap Growth
Equity's investments. As custodian, IBT has custody of MML Growth Equity's
and MML Small Cap Growth Equity's securities and maintains certain
financial and accounting books and records. As custodian, IBT does not
assist in, and is not responsible for, the investment decisions and
policies of these Funds.

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. MassMutual has entered into an accounting services agreement with First
Data Investor Services Group, Inc. ("First Data"), located at 4400 Computer
Drive, Westborough, Massachusetts 01581. Pursuant to the agreement, First
Data provides certain accounting services and financial administration
services and is compensated by MassMutual for providing such services to
MML Equity Index.

Year 2000 Issue

Like other businesses and governments around the world, MML Trust could be
adversely affected if the computer systems used by MassMutual (and those with
which it does business on behalf of MML Trust) 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, customers, service providers and others
with which MassMutual and MML Trust conduct business in order to identify and
resolve Year 2000 issues.

VI. BROKERAGE ALLOCATION AND PORTFOLIO TRANSACTIONS

MML Equity Fund, MML Money Market Fund, MML Managed Bond Fund, MML Blend Fund,
MML Small Cap Value Equity Fund, MML Growth Equity Fund and MML Small Cap Growth
Equity Fund.

Purchases and sales of securities on a securities exchange are effected by
brokers, and each Fund which purchases or sells securities on a securities
exchange 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.

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Under each Management Agreement and as permitted by Section 28(e) of the
Securities Exchange Act of 1934, MassMutual may cause a 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 a Fund in excess
of the amount other broker-dealers would have charged for the transaction. The
Adviser must first determine 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 Agreements, Babson is subject to the same rights,
obligations and procedures that apply to MassMutual pursuant to its Management
Agreements with MML Equity, MML Small Cap Value Equity and MML Blend; Mellon
Equity is subject to the same rights, obligations and procedures that apply to
MassMutual pursuant to its Management Agreement with MML Equity Index; MFS is
subject to the same rights, obligations and procedures that apply to MassMutual
pursuant to its Management Agreement with MML Growth Equity; and J.P. Morgan and
Waddell & Reed are subject to the same rights, obligations and procedures that
apply to MassMutual pursuant to its Management Agreement with MML Small Cap
Growth Equity.

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 each 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

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<PAGE>

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.

Brokerage commissions paid by the Funds for the fiscal years ended December 31,
1998, December 31, 1997 and December 31, 1996, respectively, were as follows:
MML Equity $966,952.09, $1,252,897 and $794,996; and MML Blend $705,119.47,
$777,304 and $535,301. MML Small Cap Value Equity paid brokerage commissions of
$14,899.50 for the fiscal year ended December 31, 1998. This Fund commenced
operations on June 1, 1998. MML Money Market and MML Managed Bond did not incur
any brokerage commissions during these periods. MML Growth Equity and MML Small
Cap Growth Equity did not commence operations until May 3, 1999. In 1998, MML
Trust's securities transactions involving $750,470.52 in brokerage commissions
were placed with brokers who furnished research services. During 1998, no
recapture for the benefit of MML Trust of any brokerage commissions or similar
fees paid by MML Trust on portfolio transactions has been effected.

MML Trust paid aggregate brokerage commissions to Jefferies & Co. ("Jefferies")
of $9,845 in 1997 and $6,776.00 in 1998. In 1998, MML Trust also paid brokerage
commissions to Advest, Inc. ("Advest") of $3,192.00. A Trustee of MML Trust is
a director of the parent companies of Jefferies and Advest.

MML Equity Index Fund

MML Equity Index has no obligation to deal with any dealer or group of dealers
in the execution of transactions in portfolio securities. The Fund's Investment
Management Agreement with MassMutual provides that MassMutual will follow such
practices in placing portfolio transactions for the Fund as may from time to
time be set forth in its Prospectus or specified by the Board of Trustees of MML
Trust. Consistent with this agreement, the present policy of MML Equity Index
and the Advisers is that the Advisers, in placing brokerage transactions for the
Fund, are to seek best execution by responsible brokerage firms at reasonably
competitive commission rates. Mellon Equity will not consider the provision of
brokerage research services (as such term is defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended) in allocating brokerage
transactions for the Fund.

By virtue of the Sub-Advisory Agreement, Mellon Equity is subject to the same
rights, obligations and procedures that apply to MassMutual pursuant to its
Investment Management Agreement with the Fund. Mellon Equity assumes general
supervision over placing orders on behalf of the Fund for the purchase or sale
of portfolio securities. Allocation of brokerage transactions, including their
frequency, is made in the best judgment of Mellon Equity. The primary
consideration is to obtain executions at the most favorable and reasonable
commission rates in relation to the benefits received. Mellon Equity attempts
to achieve these results by choosing brokers to execute transactions based on
(1) their professional capabilities (including use of capital, clearance and
settlement procedures, and participation in underwriting and

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<PAGE>

corporate finance issues), (2) the value and quality of their services and (3)
the comparative brokerage commission rates which they offer.

Portfolio turnover will result from changes in the composition of the Index and
from purchases and redemptions of MML Equity Index shares and the reinvestment
of Fund dividends. Portfolio turnover may vary from year to year, as well as
within a year. High turnover rates are likely to result in comparatively
greater brokerage expenses. The overall reasonableness of brokerage commissions
paid is evaluated by Mellon Equity based upon its knowledge of available
information as to the general level of commission paid by other institutional
investors for comparable services. The allocation of orders among brokers and
the commission rates paid are reviewed periodically by the Board of Trustees of
MML Trust. Brokerage commissions paid by MML Equity Index for the eight-month
period ended December 31, 1997 were $11,863 and for the year ended December 31,
1998 were $2,022.00.

Purchases and sales of equity securities on a securities exchange are effected
through brokers who charge a negotiated commission for their services. Orders
may be directed to any broker, to the extent and in the manner permitted by
applicable law. In the over-the-counter market, 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 that includes an amount of compensation to the underwriter,
generally referred to as the underwriter's concession or discount.

Except in the case of equity securities purchased by MML Equity Index, purchases
and sales of securities usually will be principal transactions. Portfolio
securities normally will be purchased from or sold to dealers serving as market
makers for the securities at a net price. MML Equity Index may purchase
securities directly from the issuer. Generally, money market securities are
traded on a net basis and do not involve a brokerage commission. The cost of
the Fund's investment portfolio securities transactions will consist primarily
of dealer spreads and underwriting commissions. Purchase and sale orders of the
securities held by the Fund may be combined with those of other investment
companies and accounts which attempt to track an equity index that Mellon Equity
manages, and for which it has brokerage placement authority, in the interest of
seeking the best overall terms. When Mellon Equity determines that a particular
security should be bought or sold for the Fund and other accounts managed by
Mellon Equity, Mellon Equity undertakes to allocate those transactions among the
participants equitably.

Under the 1940 Act, persons affiliated with MML Equity Index, such as
MassMutual, Mellon Equity and, in some cases, their affiliates, are prohibited
from dealing with the Fund as a principal in the purchase and sale of securities
unless an exemptive order allowing such transactions is obtained from the SEC or
an exemption is otherwise available.

VIII. CAPITAL SHARES

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MML Trust is a "series" company. To date, shares of eight series (i.e.,
investment portfolios) have been authorized, which constitute the interests in
the Funds described in this Statement of Additional Information. Under MML
Trust's Declaration of Trust, however, the Board of Trustees is authorized to
create new series in addition to the Funds 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 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 invested in
shares of the Funds. Because these separate accounts are invested in the same
underlying Funds 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,
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 Funds, (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
same Funds.

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

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owners may have to terminate its participation in the Funds. 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 obligations of MML Trust. However, MML Trust's
Declaration of Trust disclaims liability of the shareholders, Trustees, 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 the Trustees. The 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.

IX. 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." Each 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 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 each 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 each Fund share is the total net asset
value of the applicable Fund divided by the number of its shares outstanding.
The total net asset value of each Fund is determined by computing the value of
the total assets of the Fund and deducting total liabilities, including accrued
liabilities. It is the intention of MML Money Market Fund to maintain a per
share net asset value of $1.00, although this cannot be assured.

Except as to MML Money Market, the manner of determining the value of the total
assets of each Fund is briefly discussed below. 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

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<PAGE>

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.

MML Money Market Fund

MML Money Market's portfolio instruments are valued on the basis of amortized
cost which involves initially valuing an instrument at its cost and thereafter
making a constant amortization to maturity of any discount or premium,
regardless of the impact of changes in market interest rates on the market value
of the instrument. While this method provides certainty of valuation, it may
result in periods in which the value, as determined by amortized cost, is higher
or lower than the price MML Money Market would receive if it sold the
instrument. During periods of declining interest rates, the daily yield on
shares of MML Money Market computed as described below may tend to be higher
than a like computation made by a fund with identical investments utilizing a
method of valuation based upon market prices and estimates of market prices for
its portfolio instruments. Thus, if the use of amortized cost by MML Money
Market resulted in a lower aggregate portfolio value on a particular day, a
prospective investor in MML Money Market would be able to obtain a somewhat
higher yield than would result from investment in a fund utilizing market
values, and existing investors in MML Money Market would receive less investment
income. The converse would apply in a period of rising interest rates.

The valuation of MML Money Market's portfolio instruments based upon their
amortized cost and the concomitant maintenance of MML Money Market Fund's per
share net asset value of $1.00 is permitted in accordance with Rule 2a-7 of the
SEC.

The Board of Trustees has established procedures designed to stabilize, to the
extent reasonably possible, MML Money Market's price per share as computed for
the purpose of sales and redemptions at $1.00. Such procedures include periodic
review of MML Money Market's portfolio holdings to determine the extent of any
deviation in MML Money Market's net asset value from $1.00 per share calculated
by using available market quotations, and whether such deviation may result in
material dilution or is otherwise unfair to investors or existing shareholders.
In the event the Board of Trustees determines that such a deviation exists, it
may take such corrective action as it regards as necessary and appropriate,
including: the sale of portfolio instruments prior to maturity in order to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends; redemptions of shares in kind; or establishing

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a net asset value per share by using available market quotations, in which case
the net asset value could possibly be greater or less than $1.00 per share.

Since the net income of MML Money Market is declared as a dividend each time it
is determined, the net asset value per share of MML Money Market remains at
$1.00 per share immediately after each determination and dividend declaration.
Any increase in the value of a shareholder's investment in MML Money Market
representing the reinvestment of dividend income is reflected by an increase in
the number of shares of MML Money Market Fund in the shareholder's account,
which increase is recorded promptly after the end of each calendar month.

For this purpose the net income of MML Money Market (from the time of the
immediately preceding determination thereof) consists of all interest income
accrued on its portfolio, plus realized gains or minus realized losses, and less
all expenses and liabilities chargeable against income. Interest income
includes discount earned (including both original issue and market discount) on
paper purchased at a discount, less amortization of premium, accrued ratably to
the date of maturity. Expenses, including the compensation payable to
MassMutual, are accrued each day.

Should MML Money Market incur or anticipate any unusual expense, or loss or
depreciation which would adversely affect its net asset value per share or
income for a particular period, the Board of Trustees would at that time
consider whether to adhere to the present dividend policy described above or to
revise it in the light of the then prevailing circumstances. For example, if
MML Money Market's net asset value per share were reduced, or were anticipated
to be reduced, below $1.00, the Board of Trustees might suspend further dividend
payments until the net asset value returned to $1.00. Thus, such expenses or
losses or depreciation might result in an investor receiving no dividends for
the period during which he held his shares and in his receiving upon redemption
a price per share lower than what he paid.

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 MML Managed Bond, MML Blend or MML Small Cap Value Equity 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.

X. TAX STATUS

It is the policy of each of the Funds to comply, and in 1998 each of the Funds
did comply, with the provisions of the Internal Revenue Code applicable to
regulated investment companies. As a result, the Funds 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 on income and gain it distributes to the
separate investment accounts that invest in the Funds, each Fund must, among
other things:

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1. 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 stock, 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;

2. 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

3. 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.

Each 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 tax 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 a 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 each of 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

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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.

XI. CERTAIN TAX AND ACCOUNTING INFORMATION

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

When a 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 a 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 Funds 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 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 a Fund to recognize taxable income
from these offsetting transactions in excess of the cash generated by such
activities.

XII. INVESTMENT PERFORMANCE

B-62
<PAGE>

MML Money Market may advertise investment performance figures, including its
yield and its effective yield. MML Money Market's yield will be calculated by
computing the net change, exclusive of capital changes, in the value of a
hypothetical pre-existing account having a balance of one share at the beginning
of a stated seven-day period and dividing the difference by the value of the
account at the beginning of the base period to obtain the base period return,
and then multiplying the base period return by (365/7). The Fund's effective
yield will be calculated by computing the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the beginning of a stated seven-day period and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and then compounding the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7 and subtracting 1
from the result.

MML Equity, MML Managed Bond, MML Blend, MML Small Cap Value Equity, MML Growth
Equity and MML Small Cap Growth Equity may advertise investment performance
figures, including yield. Each 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.

Each of the Funds 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.

B-63
<PAGE>

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.

MML Equity's yield, based on the 30-day period ended December 31, 1998 was
1.23%. The Fund's total returns for the 1, 5, 10, 15 and 20 year periods each
ended December 31, 1998 were 16.20%, 19.66%, 16.39%, 15.76% and 16.86%,
respectively. The Fund's holding period returns for the 1, 5, 10, 15 and 20
year periods each ended December 31, 1998 were 16.20%, 145.28%, 356.13%, 797.91%
and 2155.97%, respectively.

MML Money Market's yield for the seven-day period ended December 31, 1998 was
4.79% and its effective yield for such period was 4.90%. The Fund's total
returns for the 1, 5, 10 and 15 year periods each ended December 31, 1998 were
5.16%, 4.95%, 5.41% and 6.16%, respectively. The Fund's total return for the
period beginning December 16, 1981 and ending December 31, 1998 was 6.66%. The
Fund's holding period returns for the 1, 5,10 and 15 year periods each ended
December 31, 1998 were 5.16%, 27.33%, 69.38% and 145.24%, respectively. The
Fund's holding period return for the period beginning December 16, 1981 and
ending December 31, 1998 was 199.10%.

MML Managed Bond's yield, based on the 30-day period ended December 31, 1998,
was 5.33%. The Fund's total returns for the 1, 5, 10 and 15 year periods each
ended December 31, 1998 were 8.14%, 7.07%, 9.19% and 10.16%, respectively. The
Fund's total return for the period beginning December 16, 1981 and ending
December 31, 1998 was 10.24%. The Fund's holding period returns for the 1, 5,
10 and 15 year periods each ended December 31, 1998 were 8.14%, 40.70%, 140.81%
and 327.21%, respectively. The Fund's holding period return for the period
beginning December 16, 1981 and ending December 31, 1998 was 426.49%.

MML Blend's yield, based on the 30-day period ended December 31, 1998 was 2.12%.
The Fund's total return for the 1, 5 and 10 year periods ended December 31, 1998
were 13.56%, 14.60% and 13.70%, respectively. The Fund's total return for the
period beginning February 3, 1984 and ending December 31, 1998 was 13.67%. The
Fund's holding period return for the 1, 5 and 10 year periods ended December 31,
1998 were 13.56%, 97.63% and 261.07%, respectively. The Fund's holding period
return for the period beginning February 3, 1984 and ending December 31, 1998
was 575.16%.

MML Equity Index's total return for the one year period ended December 31, 1998
was 28.22%. The Fund's total return for the period beginning May 1, 1997 and
ending December 31, 1998 was 31.03%. The Fund's holding period return for the
one year period ended December 31, 1998 was 28.22%. The Fund's holding period
return for the period beginning May 1, 1997 and ending December 31, 1998 was
56.97%.

B-64
<PAGE>

MML Growth Equity and MML Small Cap Growth Equity commenced operations on May 3,
1999.

XIII. EXPERTS

The financial statements of each of the Funds are set forth in the Funds' Annual
Report as of December 31, 1998 and are incorporated herein by reference in
reliance on the report of PricewaterhouseCoopers, LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing. A
copy of the Funds' Annual Report as of December 31, 1998 is available, without
charge, upon request.

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.

B-65
<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

A-1
<PAGE>

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 -- 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

A-2
<PAGE>

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.

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.

A-3
<PAGE>

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-4
<PAGE>

Part C
- ------

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.

PART C: OTHER INFORMATION
- -------------------------

Item 23: Exhibits
- ------------------------------------------

Exhibit A:

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

Exhibit B:

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

Exhibit C:

Not Applicable.

Exhibit D:

(1) Copy of Investment Management Agreement between Registrant on behalf of the
MML Managed Bond Fund and MassMutual Life Insurance Company ("MassMutual")
incorporated by reference to Exhibit No. 5(a)(3) of Post-Effective Amendment
("PEA") No. 39 to Registrant's Registration Statement on Form N-1A (as filed
with the SEC via Edgar).

(2) Copy of Investment Management Agreement between certain of Registrant's
series and Massachusetts Mutual Life Insurance Company ("MassMutual")./1/

(3) Investment Sub-Advisory Agreement regarding the MML Blend Fund
(Equity/Sector) incorporated by reference to Exhibit No. 5(a)of Post-Effective
Amendment ("PEA") No. 39 to Registrant's Registration Statement on Form N-1A (as
filed with the SEC via EDGAR).

(4) Investment Sub-Advisory Agreement regarding the MML Equity Fund,
incorporated by reference to Exhibit No. 5(a) of PEA No. 39 to Registrant's
Post-Effective Amendment No. 39 to Registrant's Registration Statement on Form
N-1A (as filed with the SEC via EDGAR).

(5) Investment Sub-Advisory Agreement for MML Equity Index Fund, incorporated by
reference to Exhibit No. 5(b) of PEA No. 37 to Registrant's Registration
Statement on Form N-1A (as filed with the SEC via EDGAR).

(6) Investment Sub-Advisory Agreement for the MML Small Cap Value Equity Fund
between MassMutual and David L. Babson and Company, Inc. incorporated by
reference of Exhibit No. 5(a) of PEA Amendment No. 40 to Registrant's
Registration Statement on Form N-1A (as filed with the Sec via EDGAR).

(7) Investment Sub-Advisory Agreement for the MML Growth Equity Fund between
MassMutual and Massachusetts Financial Services Company ("MFS")./1/
<PAGE>

(8) Investment Sub-Advisory Agreement for the MML Small Cap Growth Equity Fund
between MassMutual and J.P. Morgan Investment Management Company./1/

(9) Investment Sub-Advisory Agreement for the MML Small Cap Growth Equity Fund
between MassMutual and Waddell & Reed Investment Management Company ("Waddell &
Reed")./1/

Exhibit E:

Not Applicable.

Exhibit F:

Not Applicable.

Exhibit G:

(1) Custodian Agreement between Registrant, on behalf of MML Equity Fund, and
Citibank, N.A. ("Citibank")/2/.

(2) Custodian Agreement between Registrant, on behalf of MML Money Market Fund
and Citibank/2/.

(3) Custodian Agreement between Registrant, on behalf of MML Managed Bond Fund
and Citibank/2/.

(4) Custodian Agreement between Registrant, on behalf of MML Blend Fund, and
Citibank/2/.

(5) Citibank Domestic Custody Services Standards (for MML Equity Fund, MML Money
Market Fund, MML Managed Bond Fund and MML Blend Fund)/2/.

(6) Form of Custodian Agreement between Registrant, on behalf of MML Equity
Index Fund, and Boston Safe Deposit and Trust Company, incorporated by reference
to Exhibit 8 of Post-Effective Amendment No. 35 to Registrant's Registration
Statement on Form N-1A (as filed with the SEC via EDGAR).

(7) Form of Custodian Agreement between Registrant, on behalf of MML Growth
Equity Fund & MML Small Cap Growth Equity Fund, and Investors Bank & Trust
Company ("IBT"). /1/.

(8) Custodian Agreement between Registrant, on behalf of MML Small Cap Value
Equity Fund, and Citibank. /2/

Exhibit H:

Accounting Services Agreement dated as of April 28, 1997 between the Trust, on
behalf of MML Equity Index Fund, and First Data Investor Services Group, Inc.,
incorporated by reference to Exhibit 9 of Post-Effective Amendment No. 37 to
Registrant's Registration Statement on Form N-1A (as filed with the SEC via
EDGAR).

Exhibit I:

(1) Opinion of counsel as to the legality of shares being registered (for MML
Equity Fund, MML Money Market Fund, MML Managed Bond Fund and MML Blend Fund)
previously filed with Registrant's Rule 24F-2 Notice filed electronically on
February 27, 1997.

(2) Opinion of counsel as to the legality of shares being registered (for MML
Equity Index Fund) previously filed as Exhibit 10 of Post-Effective Amendment
No. 35 to Registrant's Registration Statement on Form N-1A.
<PAGE>

(3) Opinion and Consent of counsel as to the legality of shares being registered
for the MML Small Cap Growth Equity Fund and MML Growth Equity Fund./1/

(4) Consents of Independent Accountants./1/.

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

(6) Powers of Attorney for Michael D. Hays, Richard H. Ayers, David E.A. Carson,
Richard W. Greene, Beverly L. Hamilton, F. William Marshall. /1/

Exhibit J:

Not Applicable.

Exhibit K:

Not Applicable.

Exhibit L:

Not Applicable.

Exhibit M:

Not Applicable.

Exhibit N:

Financial Data Schedules/1/.

- ------------------------------------------
/1/ Filed herewith.

/2/ Incorporated by reference to Registrant's Post-Effective Amendment ("PEA")
No. 39 to the Registration Statement filed via EDGAR on April 30, 1998.

ITEM 24: PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

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 corporation which operates as a life and
health insurance company, all the stock of which is owned by MassMutual. This
subsidiary is inactive.
<PAGE>

2. CM Benefit Insurance Company, a Connecticut corporation which operates as a
life and health insurance company, all the stock of which is owned by
MassMutual. This subsidiary is inactive.

3. C.M. Life Insurance Company, a Connecticut corporation which operates as a
life and health insurance company, all the stock of which is owned by
MassMutual.

4. MML Bay State Life Insurance Company, a Connecticut corporation which
operates as a life and health insurance company, all the stock of which is owned
by MassMutual.

5. MML Distributors, LLC, a Connecticut limited liability company which operates
as a securities broker-dealer. MassMutual has a 99% ownership interest and G.R.
Phelps & Co. has a 1% ownership interest.

6. MassMutual Holding Company, a Delaware corporation which operates as a
holding company for certain MassMutual entities, all the stock of which is owned
by MassMutual.
<PAGE>

7. MassMutual of Ireland, Limited, a corporation organized in the Republic of
Ireland which formerly operated to provide claims service to holders of
MassMutual group life and health insurance contracts. This subsidiary is
inactive and will be dissolved in the near future. All of the stock of which is
owned by MassMutual.

8. MML Series Investment Fund, a Massachusetts business trust which operates as
an open-end investment company. All the shares issued by the Trust are owned by
MassMutual and certain of its affiliates.

9. MassMutual Institutional Funds, a Massachusetts business trust which operates
as an open-end investment company, 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. This subsidiary is inactive and expected to be dissolved.

11. MassMutual Mortgage Finance, LLC, a Delaware limited liability company which
makes, acquires, holds and sells mortgage loans.

12. MML Investors Services, Inc., a Massachusetts corporation which operates as
a securities broker-dealer. MassMutual Holding Company owns 86% of the capital
stock and G.R. Phelps & Co. Inc., owns 14% of the capital stock of MML Investor
Services, Inc.

13. 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. This subsidiary qualifies as a
"Massachusetts Security Corporation" under Chapter 63 of Massachusetts General
Laws.

14. MassMutual Holding Trust I, a Massachusetts business trust, which operates
as a holding company for separately staffed MassMutual investment subsidiaries.
MassMutual Holding Company owns all the outstanding shares of MassMutual Holding
Trust I.

15. MassMutual Holding Trust II, a Massachusetts business trust, which operates
as a holding company for non-staffed MassMutual investment subsidiaries.
MassMutual Holding Company owns all the outstanding shares of MassMutual Holding
Trust II.

16. MassMutual International, Inc., a Delaware corporation which operates as a
holding company for those entities constituting MassMutual's international
insurance operations, all of the stock of which is owned by MassMutual Holding
Company.

17. MML Insurance Agency, Inc., a Massachusetts corporation which operates as an
insurance broker, all of the stock of which is owned by MML Investors Services,
Inc.

18. MML Securities Corporation, a Massachusetts corporation which operates as a
"Massachusetts Securities Corporation", under Section 63 of the Massachusetts
General Laws, all of the stock of which is owned by MML Investors Services, Inc.

19. DISA Insurance Services of America, Inc., an Alabama corporation which
operates as an insurance broker. MML Insurance Agency, Inc. owns all the shares
of outstanding stock.

20. Diversified Insurance Services of America, Inc., a Hawaii corporation which
operates as an insurance broker. MML Insurance Agency, Inc. owns all the shares
of outstanding stock.

21. MML Insurance Agency of Mississippi, P.C., a Mississippi corporation that
operates as an insurance broker and is controlled by MML Insurance Agency, Inc.
<PAGE>

22. 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.

23. MML Insurance Agency of Ohio, Inc., an Ohio corporation which operates as an
insurance broker and is controlled by MML Insurance Agency, Inc. through a
voting trust agreement.

24. MML Insurance Agency of Texas, Inc., a Texas corporation which operates as
an insurance broker and is controlled by MML Insurance Agency, Inc. through an
irrevocable proxy arrangement.

25. MassMutual Corporate Value Limited, a Cayman Islands corporation which holds
88.33% ownership interest in MassMutual Corporate Value Partners Limited,
another Cayman Islands Corporation operating as a high yield bond fund
(MassMutual Holding MSC, Inc. 46.41%).

26. MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high yield bond fund. MassMutual Corporate Value Limited
holds approximately 88% ownership interest in this company and MassMutual holds
approximately 5% ownership interest in this company.

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

28. 1279342 Ontario Limited, a Canadian corporation, which operates as the owner
of Deerhurst Resort in Huntsville Ontario, Canada. MassMutual Holding MSC, Inc.
owns all of the shares of 1279342 Ontario Limited.

29. Antares Capital Corporation, 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 a manager of institutional investment portfolios. MassMutual Holding Trust I
owns 80% of the capital stock of Charter Oak.

31. Cornerstone Real Estate Advisers, Inc., a Massachusetts corporation which
operates as an investment adviser, all the stock of which is owned by MassMutual
Holding Trust I.

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

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

34. David L. Babson and Company Incorporated, a Massachusetts corporation which
operates as an investment adviser, all of the stock of which is owned by DLB.

35. Babson Securities Corporation, a Massachusetts corporation which operates as
a securities broker-dealer, all of the stock of which is owned by David L.
Babson and Company Incorporated.

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

37. Potomac Babson Incorporated, a Massachusetts corporation which operates as
an investment adviser. David L. Babson and Company Incorporated owns 60% of the
outstanding shares of Potomac Babson Incorporated.

38. OppenheimerFunds, Inc., a Colorado corporation which operates as an
investment adviser to the OppenheimerFunds, all of the stock of which is owned
by OAC.

39. Centennial Asset Management Corporation, a Delaware corporation that
operates 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 New York corporation, which
operates as an investment adviser, all the stock of which is owned by
OppenheimerFunds, Inc.

41. OppenheimerFunds Distributor, Inc., a New York corporation, which operates
as a securities broker dealer, all the stock of which is owned by
OppenheimerFunds, Inc.

42. Oppenheimer Partnership Holdings, Inc., a Delaware corporation which
operates as a holding company, all the stock of which is owned by
OppenheimerFunds, Inc.

43. Oppenheimer Real Asset Management, Inc., a Delaware corporation which is the
sub-adviser to a mutual fund investing in the commodities markets, all the stock
of which is owned by OppenheimerFunds, Inc.

44. Shareholder Financial Services, Inc., a Colorado corporation which operates
as a transfer agent for mutual funds, all the stock of which is owned by
OppenheimerFunds, Inc.

45. Shareholder Services, Inc., a Colorado corporation which operates as a
transfer agent for various Oppenheimer and MassMutual funds, all the stock of
which is owned by OppenheimerFunds, Inc.

46. 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.

47. Cornerstone Office Management, LLC, a Delaware limited liability company
which serves as the general partner of Cornerstone Suburban Office, LP that is
50% owned by Cornerstone Real Estate Advisers, Inc. and 50% owned by MML Realty
Management Corporation.

48. 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.

49. CM Advantage, Inc., a Connecticut corporation that serves as a general
partner in real estate limited partnerships. This subsidiary is largely inactive
and will be dissolved in the near future. MassMutual Holding Trust II owns all
of the outstanding stock.

50. CM International,Inc., a Delaware corporation which is the issuer of
collateralized mortgage obligation securities. MassMutual Holding Trust II owns
all the outstanding stock of CM International, Inc.

51. CM Property Management, Inc., a Connecticut corporation which serves as the
General Partner of Westheimer 335 Suites Limited Partnership. The Partnership
holds a ground lease with respect to hotel property in Houston, Texas, all the
stock of which is owned by MassMutual Holding Trust II.
<PAGE>

52. HYP Management, Inc., a Delaware corporation which operates as the "LLC
Manager" of MassMutual High Yield Partners II LLC, a high yield bond fund.
MassMutual Holding Trust II owns all the outstanding stock of HYP Management,
Inc.

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

54. MassMutual High Yield Partners II LLC, a Delaware limited liability company,
that operates as a high yield bond fund. MassMutual holds approximately 2.52%,
MMHC Investment Inc. holds approximately 34.87%, and HYP Management, Inc. holds
approximately 3.82%, for an approximate total of 41.21% of the ownership
interest in this company.

55. MML Realty Management Corporation, a Massachusetts Corporation which
formerly operated as a manager of properties owned by MassMutual, all the stock
of which is owned by MassMutual Holding Trust II.

56. MassMutual Benefits Management, Inc., (formerly Westheimer 335 Suites, Inc.)
a Delaware Corporation which supports MassMutual with benefit plan
administration and planning services. MassMutual Holding Trust II owns all of
the outstanding stock.

57. Somers CDO, Limited, a Cayman Islands corporation that operates as a fund
investing in high yield debt securities of primarily U.S. issues. MMHC
Investment Inc., holds 38.10% of the subordinated notes of this issue which are
treated as equity for tax purposes. Registrant is the collateral manager of
Somers CDO, Limited.

58. 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 and MassMutual
holds a 99% limited partnership interest.

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

60. 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.

61. Urban Properties, Inc., a Delaware corporation which serves as a general
partner of real estate limited partnerships and as a real estate holding
company, all the stock of which is owned by MassMutual Holding Trust II.

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

63. MassMutual Internacional (Argentina) S.A., a corporation organized in the
Argentine Republic, which operates as a holding company. MassMutual
International Inc. owns 99% of the outstanding shares and MassMutual Holding
Company owns the remaining 1% of the shares.

64. MassMutual Internacional (Chile) S.A., a corporation organized in the
Republic of Chile, which operates as a holding company. MassMutual International
Inc. owns 99% of the outstanding shares and MassMutual Holding Company owns the
remaining 1% of the shares.

65. MassMutual International (Bermuda) Ltd., a corporation organized in Bermuda,
which operates as a life insurance company, all of the stock of which is owned
by MassMutual International Inc.
<PAGE>

66. MassMutual International (Luxembourg) S.A., a corporation organized in the
Grand Duchy of Luxembourg, which operates as a life insurance company.
MassMutual International Inc. owns 99% of the outstanding shares and MassMutual
Holding Company owns the remaining 1% of the shares.

67. MassLife Seguros de Vida S.A., a corporation organized in the Argentine
Republic, which operates as a life insurance company. MassMutual International
Inc. owns 99.9% of the outstanding capital stock of MassLife Seguros de Vida
S.A.

68. MassMutual Services, S.A., a corporation organized in the Argentine Republic
which operates as a service company. MassMutual Internacional (Argentina) S.A.
owns 99% of the outstanding shares and MassMutual International, Inc. owns 1% of
the shares.

69. Mass Seguros de Vida S.A., a corporation organized in the Republic of Chile,
which operates as a life insurance company. 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 corporation organized in the Republic of Chile
which operates as a holding company. MassMutual Internacional (Chile) S.A. holds
a 33.5% ownership interest in this corporation.

71. Compania de Seguros VidaCorp, S.A., a corporation organized in the Republic
of Chile, which operates as an insurance company. Origen Inversiones S.A. owns
99% of the outstanding shares of this company.

72. Oppenheimer Series Fund Inc., a Maryland corporation which operates as an
investment company of which MassMutual and its affiliates own a majority of
certain series of shares issued by the fund.

73. Panorama Series Fund, Inc., a Maryland corporation which operates as an
open-end investment company. All shares issued by the fund are owned by
MassMutual and certain affiliates.

74. The DLB Fund Group, a Massachusetts business trust which operates as an
open-end investment company advised by David L. Babson and Company Incorporated.
MassMutual owns at least 25% of each series of shares issued by the fund.

75. Saar Holdings CDO, Limited, a Cayman Islands corporation that operates as a
collateralized debt obligation fund investing in high yield debt securities of
primarily U.S. issuers including, to a limited extent, convertible high yield
bonds. MMHC Investment Inc. holds 40% of the mandatorily redeemable preferred
shares of this issuer. Such preferred shares are treated as equity for tax
purposes. Registrant is the collateral manager of Saar Holdings CDO, Limited.

76. Enhanced Mortgage-Backed Securities Fund Limited, a special purpose company
incorporated with limited liability in the Cayman Islands investing primarily in
residential and commercial mortgage backed securities and through the
application of various portfolio optimization techniques. Massachusetts Mutual
Life Insurance Company is the Investment Manager and Valuation Agent and holds
100& of the Class B notes and 48% of the Class C Certificates and at least 25%
of the aggregate principal amount of Class C Certificates directly or through a
wholly owned affiliate.

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

1. MML Series Investment Fund, a Massachusetts business trust which operates as
an open-end investment company. All shares issued by the trust are owned by
MassMutual and certain of its affiliates.
<PAGE>

2. MassMutual Corporate Investors, a Massachusetts business trust which operates
as a closed-end investment company. MassMutual serves as Investment Adviser to
the 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 approximately 2.52%,
MMHC Investment Inc. holds approximately 34.87%, and HYP Management, Inc. holds
approximately 3.82% for an approximate total of 41.21% of the ownership interest
in this company.

5. MassMutual Institutional Funds, a Massachusetts business trust which operates
as an open-end investment company, all of the shares of which are owned by
MassMutual.

6. MassMutual Participation Investors, a Massachusetts business trust which
operates as a closed-end investment company. MassMutual serves as investment
adviser to the Trust.

7. 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 owns 1.79%, MMHC Investment, Inc. owns 44.91% and MassMutual
High Yield Partners LLC owns 2.39% of the ownership interest in this Company.

8. Somers CDO, Limited, a Cayman Islands corporation that operates as a fund
investing in high yield debt securities of primarily U.S. issues. MMHC
Investment Inc., holds 38.10% of the subordinated notes of this issue which are
treated as equity for tax purposes. Registrant is the collateral manager of
Somers CDO, Limited.

ITEM 25: 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 (the "1940 Act") 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 1940 Act 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, consist 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 from 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.
<PAGE>

MassMutual's present insurance coverage has an overall limit of $75 million
annually ($15 million of which is underwritten by Continental Casualty Company,
$20 million of which is underwritten by Executive Risk Indemnity, Inc., $25
million of which is underwritten by Federal Insurance Co.("Chubb"), 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 (the "1933 Act") 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
1933 Act, 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 1933 Act and will be governed by the
final adjudication of such issue.

Item 26: 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 accounts, as well as for various
closed-end and open-end investment companies and external institutional clients,
through its own staff and those of OppenheimerFunds 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), 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
<PAGE>

(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 Greenwich Plaza, Suite 100,
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.

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; Vice
Chairman (since 1997), National Captioning Institute, 1900 Gallows Road, Vienna,
Virginia.

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

Senior Vice President-Regulatory & Public Affairs, SBC Communications Inc.
(telecommunications), 175 East Houston, San Antonio, Texas; Director, (since
1997) Citadel Communications 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, Universidad
Autonoma de Mexico (UNAM) Foundation, Bexar County Woman's Bar Association;
Trustee (1995-1997), Federal Communications Bar Association Foundation;.

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.

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

Vice Chairman (since 1998), President and Chief Operating Officer (since
1996-1998), Ocean Energy, Inc. (formerly United Meridian Corporation) (oil
exploration), 1201 Louisiana, Houston, Texas.

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; Director, 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), 280 Trumbull Street, Hartford,
Connecticut; Director (since 1995), Catalytica
<PAGE>

Combustion Systems, Inc.; Director, The National Museum of National History of
the Smithsonian Institution, Washington, D.C.

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

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.

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

Chairman and Chief Executive Officer (since 1995) of BankBoston, N.A., and
Chairman (since 1998), Chief Executive Officer (since 1995), Director, Member of
Audit and Compensation Committees, Boston Edison Co. (public utility electric
company), 800 Boylston Street, Boston, Massachusetts.

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

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

Retired; 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
Independent Directors Committees, IKON Office Solutions (diversified office
products and technology solutions), 825 Duportail Road, Valley Forge,
Pennsylvania.

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

Chairman, Lubar & Co. Incorporated (investment management and advisory
company); Chairman and Director (1986-1999), The Christiana Companies, Inc.
(real estate development), Director (1999), C2, Inc., 700 N. Water Street Suite
1200, Milwaukee, Wisconsin; 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:
<PAGE>

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; Weatherford International, Inc. (formerly 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; Executive Vice President and Chief
Executive Officer, Multimedia Products Group (1994-1995), AT&T (global
communications and network computing company), 295 North Maple Avenue, Basking
Ridge, 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.

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 (1996-1998), Coating Technologies
International; Director, Chairman, Audit Committee and Executive Committee, Bell
Atlantic Corporation (telecommunications), 1717 Arch Street, Philadelphia,
Pennsylvania; Director (since 1996), TCX International, Inc.; Chairman (1997),
Director (1992-1997), 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 & Company; 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.

ROBERT J. O'CONNELL, Director, Member, Board Affairs Committee and Dividend
Policy Committee, Chairman Investment Committee

President and Chief Executive Officer of Massachusetts Mutual Life
Insurance Company; Director, C.M. Life Insurance Company and MML Bay State Life
Insurance Company (wholly-owned insurance company subsidiaries of MassMutual),
Cornerstone Real Estate Advisers, Inc. (wholly-owned real estate investment
advisory subsidiary of MassMutual Holding Trust I), One Financial Plaza, Suite
1700, Hartford, Connecticut; DLB Acquisition Corporation (holding company for
investment advisers), MassMutual Holding MSC, Inc., Trustee, MassMutual Holding
Trust II (wholly-owned holding company subsidiaries of MassMutual Holding Co.),
MassMutual Holding Trust I (wholly-owned holding company subsidiary of
MassMutual Holding Co.), Director, MassMutual International, Inc., (wholly-owned
subsidiary of MassMutual Holding Company to act as service provider for
international insurance companies, MassMutual Holding Company (wholly-owned
holding company subsidiary of MassMutual), MassMutual Benefits Management, Inc.,
Life Office Management Association, MassMutual Institutional Funds (since 1999)
and MML Series Investment Fund (sine 1999)(open end investment companies);
Director, President and Chief Executive Officer (1991-1998), AIG Life Insurance
Company, American International Life Assurance of New York, Delaware American
Life Insurance Co., Pacific Union Assurance Company; Director (1991-1998) AIG
Life Insurance Company of Puerto Rico; Senior Vice President (1991-1998), Life
Insurance of American International Group, Inc., American
<PAGE>

Life Insurance Company, DE; Senior Vice President, Group Management Division
(1991-1998) of American International Group, Inc.

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

Chairman (1999), Chief Executive Officer (1988-1999), and President
(1987-1996) of MassMutual; Chairman (1996-1999), 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 Chief Executive Officer, DLB Acquisition Corporation (holding
company for investment advisers); Chairman and Director, Oppenheimer Acquisition
Corp. (holding company for investment advisers), (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.

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 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
<PAGE>

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.

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.

JAMES E. MILLER, Executive Vice President

Executive Vice President (since 1997) 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; President and Chief Executive Officer (1999), MML
Bay State Life Insurance Company; 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);
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 (1997-1999), 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.

STUART H. REESE, Chief Investment Officer and Executive Vice President

Chief Investment Officer and Executive Vice President (since 1999) of
MassMutual; President (since 1994) and Director (since 1999), MML Series
Investment Fund and MassMutual Institutional Fund (open end investment
companies); President (since 1995) of MassMutual Corporate Investors and
MassMutual Participation Investors (closed end investment companies); Director
(since 1993), MML Pension Insurance Company, MML Bay
<PAGE>

State, MML Bay State Life Insurance Company (wholly owned insurance company
subsidiary of MassMutual), MassMutual Corporate Value Partners (since
1994),(high yield bond fund); Advisory Board Member, Kirtland Capital Partners
(since 1995); Director (since 1996), MassMutual High Yield Partners (high yield
bond fund), CM Assurance Company, CM Benefit Insurance Company, CM Life
Insurance Company (wholly owned insurance company subsidiaries of MassMutual),
CM International, Inc. (issuer of collateralized mortgage obligation
securities), Antares Capital Corporation (finance company), Charter Oak Capital
Management, Inc. (manager of institutional investment portfolio), and State
House I Corporation.

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; Director (since
1997): Antares Capital Corporation (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-Advisers

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:

Directors and Executive Officers

JOHN E. DEITELBAUM, Vice President and General Counsel

Vice President and General Counsel (since 1998), David L. Babson and Company,
Inc. (investment advisory), One Memorial Drive, Cambridge, Massachusetts;
Counsel, (1996-1998), Massachusetts Mutual Life Insurance Company, 1295 State
Street, Springfield, Massachusetts (life insurance company)

DEANNE B. DUPONT, Treasurer and Vice-President

Treasurer (since 1996), Vice-President (since 1995) David L. Babson and Company,
Inc. (investment advisory), One Memorial Drive, Cambridge, Massachusetts.

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

Chairman and Chief Executive Officer (since 1998), Director and Chief Investment
Officer (since 1996) David L. Babson and Company Inc. (investment advisory), One
Memorial Drive, Cambridge, Massachusetts; Senior Vice President (1996-1997),
Concert Capital Management, Inc.(investment advisory); Senior
Vice-President(since 1996) Potomac Babson Incorporated (investment advisory)
1290 Avenue of the Americas, New York, New York.

EDWARD L. MARTIN, Director and Executive Vice President

Director (since 1990), Executive Vice President (since 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.
<PAGE>

PETER C. SCHLIEMANN, Director and Executive Vice President

Executive Vice President (since 1992), and Director (since 1982), David L.
Babson and Company Inc., One Memorial Drive, Cambridge, Massachusetts; Director
(1996-1997), 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.

JONATHAN B. TREAT, Director and Senior Vice President

Director and Senior Vice President (since 1992), Portfolio Manager (since 1988),
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), Portfolio Manager
(since 1974) David L. Babson and Company Inc., One Memorial Drive, Cambridge,
Massachusetts.

The trustees and executive officers of Mellon Equity, their positions and their
other business affiliations and business experience for the past two years are
as follows:

CHRISTOPHER MARK CONDRON, Executive Committee Member

President, COO, The Dreyfus Corporation; Trustee, Franklin Portfolio Associates
Trust; Partner, Representative Pareto Partners; President, The Boston Company
Asset Management Inc.; Director, Certus Asset Advisors Corporation;
CEO/Director, The Boston Company of Southern California; Executive Committee
Member, Access Capital Strategies Corp.; Trustee, Mellon Bond Associates, LLP;
Director, Mellon Capital Management Corp.; Director/President, The Boston
Company Income Securities Advisors Inc.; President, Chief Operating Officer,
Director, The Boston Company Asset Management Inc.; Director, Mellon Bank, N.A.;
Executive VP/Chairman, Mellon Bank Corporation; Vice Chairman, The Boston
Company Financial Services Inc.; Director, Vice Chairman, The Boston Company
Inc., Boston Safe Deposit & Trust Co. of California

RONALD PHILLIP O'HANLEY, Chairman, Executive Committee Member

Director Franklin Portfolio Holdings, Inc., The Boston Company Asset Management
Inc., Boston Safe Advisors, Inc., Mellon Capital Management Corporation, Certus
Asset Advisors Corporation and Mellon-France Corporation; Chairman, Executive
Committee Member Mellon Bond Associates LLP; Director, Chairman, President,
Chief Executive Officer, Mellon Global Investing Corp.

JAMES MILTON GOCKLEY, Executive Committee Member

Vice President, Chief Legal Officer Franklin Portfolio Associates Trust; Vice
President Mellon Securities Trust Company, Boston Safe Deposit and Trust
Company, Mellon Accounting Services, Inc., Mellon Capital Management Corp.,
Mellon-France Corporation; General Counsel The Boston Company, Inc.; Vice
President, Executive Committee Member Mellon Bond Associates, LLP; Trustee/Vice
President Mellon Financial Services Corp.; Vice President, Assistant General
Counsel, Assistant Secretary Mellon Bank, N.A
<PAGE>

JOAN ANTONIAZZI GREENE

Treasurer, Mellon Bond Associates, LLP; Assistant Treasurer, Mellon Securities
Trust Company

WILLIAM P. RYDELL, President and CEO, Executive Committee Member

Vice President, Mellon Bank, N.A.; Group Manager The Dreyfus Corporation

ROBERT A. WILK, Senior Vice President

Vice President, Mellon Bank, N.A.; Portfolio Manager, The Dreyfus Corporation

JOHN R. O'TOOLE, Senior Vice President

Vice President, Mellon Bank, N.A.; Portfolio Manager, The Dreyfus Corporation

STEVEN A. FALCI, Senior Vice President

Vice President, Mellon Bank, N.A.; Portfolio Manager, The Dreyfus Corporation

RONALD P. GALA, Senior Vice President

Vice President, Mellon Bank, N.A.; Portfolio Manager, The Dreyfus Corporation

SCOTT D. PITZ, Senior Vice President

Portfolio Manager, Dewey Square Investors Corporation (2/85-10/98)

JOHN W. KELLER, Senior Vice President/Director of Trading

Trader, The Dreyfus Corporation

MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS")

MFS serves as investment adviser to the following open-end Funds comprising
the MFS Family of Funds (except the Vertex Funds mentioned below): Massachusetts
Investors Trust, Massachusetts Investors Growth Stock Fund, MFS Growth
Opportunities Fund, MFS Government Securities Fund, MFS Government Limited
Maturity Fund, MFS Series Trust I (which has thirteen series: MFS Managed
Sectors Fund, MFS Cash Reserve Fund, MFS Global Asset Allocation Fund, MFS
Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth
Fund, MFS Equity Income Fund, MFS Special Opportunities Fund, MFS Convertible
Securities Fund, MFS Blue Chip Fund, MFS New Discovery Fund, MFS Science and
Technology Fund and MFS Research International Fund), MFS Series Trust II (which
has four series: MFS Emerging Growth Fund, MFS Large Cap Growth Fund, MFS
Intermediate Income Fund and MFS Charter Income Fund), MFS Series Trust III
(which has three series: MFS High Income Fund, MFS Municipal High Income Fund
and MFS High Yield Opportunities Fund), MFS Series Trust IV (which has four
series: MFS Money Market Fund, MFS Government Money Market Fund, MFS Municipal
Bond Fund and MFS Mid Cap Growth Fund), MFS Series Trust V (which has five
series: MFS Total Return Fund, MFS Research Fund, MFS International
Opportunities Fund, MFS International Strategic Growth Fund and MFS
International Value Fund), MFS Series Trust VI (which has three series: MFS
Global Total Return Fund, MFS Utilities Fund and MFS Global Equity Fund), MFS
Series Trust VII (which has two series: MFS Global Governments Fund and MFS
Capital Opportunities Fund), MFS Series Trust VIII (which has two series: MFS
Strategic Income Fund and MFS Global Growth Fund), MFS Series Trust IX
<PAGE>

(which has five series: MFS Bond Fund, MFS Limited Maturity Fund, MFS Municipal
Limited Maturity Fund, MFS Research Bond Fund and MFS Intermediate Investment
Grade Bond Fund), MFS Series Trust X (which has seven series: MFS Government
Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS
International Growth Fund, MFS International Growth and Income Fund, MFS
Strategic Value Fund, MFS Small Cap Value Fund and MFS Emerging Markets Debt
Fund), MFS Series Trust XI (which has four series: MFS Union Standard Equity
Fund, Vertex All Cap Fund, Vertex U.S. All Cap Fund and Vertex Contrarian Fund),
and MFS Municipal Series Trust (which has 16 series: MFS Alabama Municipal Bond
Fund, MFS Arkansas Municipal Bond Fund, MFS California Municipal Bond Fund, MFS
Florida Municipal Bond Fund, MFS Georgia Municipal Bond Fund, MFS Maryland
Municipal Bond Fund, MFS Massachusetts Municipal Bond Fund, MFS Mississippi
Municipal Bond Fund, MFS New York Municipal Bond Fund, MFS North Carolina
Municipal Bond Fund, MFS Pennsylvania Municipal Bond Fund, MFS South Carolina
Municipal Bond Fund, MFS Tennessee Municipal Bond Fund, MFS Virginia Municipal
Bond Fund, MFS West Virginia Municipal Bond Fund and MFS Municipal Income Fund)
(the "MFS Funds"). The principal business address of each of the MFS Funds is
500 Boylston Street, Boston, Massachusetts 02116.

MFS also serves as investment adviser of the following open-end Funds: MFS
Institutional Trust ("MFSIT") (which has ten series) and MFS Variable Insurance
Trust ("MVI") (which has thirteen series). The principal business address of
each of the aforementioned funds is 500 Boylston Street, Boston, Massachusetts
02116.

In addition, MFS serves as investment adviser to the following closed-end
funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS Government
Markets Income Trust, MFS Intermediate Income Trust, MFS Charter Income Trust
and MFS Special Value Trust (the "MFS Closed-End Funds"). The principal business
address of each of the MFS Closed-End Funds is 500 Boylston Street, Boston,
Massachusetts 02116.

Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL") (which has 26 series), Money Market Variable Account, High Yield
Variable Account, Capital Appreciation Variable Account, Government Securities
Variable Account, World Governments Variable Account, Total Return Variable
Account and Managed Sectors Variable Account (collectively, the "Accounts"). The
principal business address of MFS/SL is 500 Boylston Street, Boston,
Massachusetts 02116. The principal business address of each of the
aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.

Vertex Investment Management, Inc., a Delaware corporation and a
wholly-owned subsidiary of MFS, whose principal business address is 500 Boylston
Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser to
Vertex All Cap Fund, Vertex U.S. All Cap Fund and Vertex Contrarian Fund, each a
series of MFS Series Trust XI. The principal business address of the
aforementioned Funds is 500 Boylston Street, Boston, Massachusetts 02116.

MFS International Ltd. ("MIL"), a limited liability company organized under
the laws of Bermuda and a subsidiary of MFS, whose principal business address is
Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda, serves as investment
adviser to and distributor for MFS American Funds known as the MFS Funds after
January 1999 (which will have 11 portfolios as of January 1999): U.S. Equity
Fund, U.S. Emerging Growth Fund, U.S. High Yield Bond Fund, U.S. Dollar Reserve
Fund, Charter Income Fund, U.S. Research Fund, U.S. Strategic Growth Fund,
Global Equity Fund, European Equity Fund and European Corporate Bond Fund) (the
"MIL Funds"). The MIL Funds are organized in Luxembourg and qualify as an
undertaking for collective investments in transferable securities (UCITS). The
principal business address of the MIL Funds is 47, Boulevard Royal, L-2449
Luxembourg.

MIL also serves as investment adviser to and distributor for MFS Meridian
U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS Meridian Global
Governments Fund, MFS Meridian U.S. Emerging Growth Fund, MFS Meridian Global
Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian Global Growth
Fund, MFS Meridian Money
<PAGE>

Market Fund, MFS Meridian Global Balanced Fund, MFS Meridian U.S. Equity Fund,
MFS Meridian Research Fund, MFS Meridian U.S. High Yield Fund, MFS Meridian
Emerging Markets Debt Fund, MFS Meridian Strategic Growth Fund and MFS Meridian
Global Asset Allocation Fund and the MFS Meridian Research International Fund
(collectively the "MFS Meridian Funds"). Each of the MFS Meridian Funds is
organized as an exempt company under the laws of the Cayman Islands. The
principal business address of each of the MFS Meridian Funds is P.O. Box 309,
Grand Cayman, Cayman Islands, British West Indies.

MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is Eversheds, Senator House, 85 Queen Victoria Street, London, England
EC4V 4JL, is involved primarily in marketing and investment research activities
with respect to private clients and the MIL Funds and the MFS Meridian Funds.

MFS Institutional Advisors (Australia) Ltd. ("MFSI-Australia"), a private
limited company organized under the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000, Australia, is involved primarily in investment
management and distribution of Australian super annuation unit trusts and acts
as an investment adviser to institutional accounts.

MFS Holdings Australia Pty Ltd. ("MFS Holdings Australia"), a private
limited company organized pursuant to the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000 Australia, and whose function is to serve primarily as a
holding company.

MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of MFS,
serves as distributor for the MFS Funds, MVI and MFSIT.

MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS, serves
as shareholder servicing agent to the MFS Funds, the MFS Closed-End Funds, MFSIT
and MVI.

MFS Institutional Advisors, Inc. ("MFSI"), a wholly owned subsidiary of
MFS, provides investment advice to substantial private clients.

MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of MFS,
markets MFS products to retirement plans and provides administrative and record
keeping services for retirement plans.

Massachusetts Investment Management Co., Ltd. (MIMCO), a wholly-owned
subsidiary of MFS, is a corporation incorporated in Japan. MIMCO, whose address
is Kamiyacho-Mori Building, 3-20, Tranomon 4-chome, Minato-ku, Tokyo, Japan, is
involved in investment management activities.

MIMCO

Jeffrey L. Shames, Arnold D. Scott and Mamoru Ogata are Directors, Shaun
Moran is the Representative Director, Joseph W. Dello Russo is the Statutory
Auditor, Robert DiBella is the President and Thomas B. Hastings is the Assistant
Statutory Auditor.

MFS

The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W.
Ballen, Kevin R. Parke, Thomas J. Cashman, Jr., Joseph W. Dello Russo, William
W. Scott, Donald A. Stewart and John D. McNeil. Mr. Shames is the Chairman and
Chief Executive Officer, Mr. Ballen is President and Chief Investment Officer,
Mr. Arnold Scott is a Senior Executive Vice President and Secretary, Mr. William
Scott, Mr. Cashman, Mr. Dello Russo and Mr. Parke are Executive Vice Presidents
(Mr. Parke is also Chief Equity Officer), Stephen E. Cavan is a Senior Vice
<PAGE>

President, General Counsel and an Assistant Secretary, Robert T. Burns is a
Senior Vice President, Associate General Counsel and an Assistant Secretary of
MFS, and Thomas B. Hastings is a Vice President and Treasurer of MFS.

Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust X
MFS Government Limited Maturity Fund

Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James
O. Yost, Ellen M. Moynihan and Mark E. Bradley, Vice Presidents of MFS, are the
Assistant Treasurers, James R. Bordewick, Jr., Senior Vice President and
Associate General Counsel of MFS, is the Assistant Secretary.

MFS Series Trust II

Leslie J. Nanberg, Senior Vice President of MFS, is a Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.

MFS Government Markets Income Trust
MFS Intermediate Income Trust

MFS Series Trust III

James T. Swanson, Robert J. Manning and Joan S. Batchelder, Senior Vice
Presidents of MFS, and Bernard Scozzafava, Vice President of MFS, are Vice
Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers, and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Series Trust IV
MFS Series Trust IX

Robert A. Dennis and Geoffrey L. Kurinsky, Senior Vice Presidents of MFS,
Vice Presidents are , Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Series Trust VII

Leslie J. Nanberg and Stephen C. Bryant, Senior Vice Presidents of MFS, are
Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Series Trust VIII
<PAGE>

Jeffrey L. Shames, Leslie J. Nanberg and James T. Swanson and John D.
Laupheimer, Jr., a Senior Vice President of MFS, are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.

MFS Municipal Series Trust

Robert A. Dennis is Vice President, Geoffrey L. Schechter, Vice President
of MFS, is Vice President, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Variable Insurance Trust
MFS Series Trust XI
MFS Institutional Trust

Jeffrey L. Shames is the President and Chairman, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is
the Assistant Secretary.

MFS Municipal Income Trust

Robert J. Manning is Vice President, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Secretary.

MFS Multimarket Income Trust
MFS Charter Income Trust

Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.

MFS Special Value Trust

MFS/Sun Life Series Trust

John D. McNeil, Chairman and Director of Sun Life Assurance Company of
Canada, is the Chairman, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

Money Market Variable Account
High Yield Variable Account
Capital Appreciation Variable Account
Government Securities Variable Account
Total Return Variable Account
World Governments Variable Account
Managed Sectors Variable Account

John D. McNeil is the Chairman, Stephen E. Cavan is the Secretary, and
James R. Bordewick, Jr. is the Assistant Secretary.

MIL Funds
<PAGE>

Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott,
Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is
the Assistant Secretary.

MFS Meridian Funds

Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott,
Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James R. Bordewick, Jr. is the
Assistant Secretary and James O. Yost, Ellen M. Moynihan and Mark E. Bradley are
the Assistant Treasurers.

Vertex

Jeffrey L. Shames and Arnold D. Scott are the Directors, Jeffrey L. Shames
is the President, Kevin R. Parke and John W. Ballen are Executive Vice
Presidents, John F. Brennan, Jr., and John D. Laupheimer are Senior Vice
Presidents, Brian E. Stack is a Vice President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.

MIL

Peter D. Laird is President and a Director, Arnold D. Scott, Jeffrey L.
Shames and Thomas J. Cashman, Jr. are Directors, Stephen E. Cavan is a Director,
Senior Vice President and the Clerk, Robert T. Burns is an Assistant Clerk,
Joseph W. Dello Russo, Executive Vice President and Chief Financial Officer of
MFS, is the Treasurer and Thomas B. Hastings is the Assistant Treasurer.

MIL-UK

Peter D. Laird is President and a Director, Thomas J. Cashman, Arnold D.
Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan is a Director and
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.

MFSI - Australia

Thomas J. Cashman, Jr. is President and a Director, Graham E. Lenzer, John
A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the Secretary,
Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant
Treasurer, and Robert T. Burns is the Assistant Secretary.

MFS Holdings - Australia

Jeffrey L. Shames is the President and a Director, Arnold D. Scott, Thomas
J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.

MFD

Arnold D. Scott and Jeffrey L. Shames are Directors, William W. Scott, Jr.,
an Executive Vice President of MFS, is the President, Stephen E. Cavan is the
Secretary, Robert T. Burns is the Assistant Secretary, Joseph W. Dello Russo is
the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.

MFSC
<PAGE>

Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A. Recomendes,
a Senior Vice President and Chief Information Officer of MFS, is Vice Chairman
and a Director, Janet A. Clifford is the President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary, and Robert T. Burns is the Assistant Secretary.

MFSI

Thomas J. Cashman, Jr., Jeffrey L. Shames, and Arnold D. Scott are
Directors, Joseph J. Trainor is the President and a Director, Leslie J. Nanberg
is a Senior Vice President, a Managing Director and a Director, Kevin R. Parke
is the Executive Vice President and a Managing Director, George F. Bennett, Jr.,
John A. Gee, Brianne Grady, Joseph A. Kosciuszek and Joseph J. Trainor are
Senior Vice Presidents and Managing Directors, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer and Robert T. Burns is
the Secretary.

RSI

Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu is the
President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.

In addition, the following persons, Directors or officers of MFS, have the
affiliations indicated:

Donald A. Stewart: President and a Director, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street West, Toronto, Ontario, Canada (Mr.
Stewart is also an officer and/or Director of various subsidiaries and
affiliates of Sun Life)

John D. McNeil: Chairman, Sun Life Assurance Company of Canada, Sun Life
Centre, 150 King Street West, Toronto, Ontario, Canada (Mr. McNeil is also an
officer and/or Director of various subsidiaries and affiliates of Sun Life)

Joseph W. Dello Russo: Director of Mutual Fund Operations, The Boston
Company, Exchange Place, Boston, Massachusetts (until August, 1994)

J.P. MORGAN INVESTMENT MANAGEMENT INC. ("JPMIM")

JPMIM is a registered investment adviser under the Investment Advisers Act of
1940, as amended, and is a wholly owned subsidiary of J.P. Morgan & Co.
Incorporated. JPMIM manages employee benefit funds of corporations, labor unions
and state and local governments and the accounts of other institutional
investors, including investment companies.

To the knowledge of the Registrant, none of the directors, or executive officers
of JPMIM, is or has been during the past two fiscal years engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain officers and directors of JPMIM also hold various positions with,
and engage in business for, J.P. Morgan & Co. Incorporated, which owns all the
outstanding stock of JPMIM.

WADDELL & REED INVESTMENT MANAGEMENT COMPANY (WRIMCO)

Waddell & Reed Investment Management Company is a sub-adviser of the Registrant
under the terms of a sub-advisory agreement whereby it provides investment
management services to the Registrant. Waddell & Reed Investment Management
Company is not engaged in any business other than the provision of investment
management services.
<PAGE>

Each director and executive officer of Waddell & Reed Investment Management
Company has had as his sole business, profession, vocation or employment during
the past two years only his duties as an executive officer and/or employee of
Waddell & Reed Investment Management Company or its affiliates, except as to
persons who are directors and/or officers of certain registered investment
companies for which Waddell & Reed Investment Management Company acts as
investment adviser, except for Mr. Ronald K. Richey, and except as otherwise
noted. Mr. Richey is Chairman of the Executive Committee of Torchmark
Corporation, the parent company of Waddell & Reed, Inc. Mr. Richey's address is
2001 Third Avenue South, Birmingham, Alabama 35233. The address of the others is
6300 Lamar Avenue, Shawnee Mission, Kansas 66202-4200.

For purposes of this section, the term "Fund Complex" includes each of the
registered investment companies in the United Group of Mutual Funds, Waddell &
Reed Funds, Inc. and Target/United Funds, Inc.

Michael L. Avery

Vice President of four funds in the Fund Complex; Senior Vice President
of WRIMCO; formerly, Vice President of Waddell & Reed Asset Management Company.

Daniel P. Becker

Vice President of one fund in the Fund Complex; Vice President of WRIMCO;
formerly Vice President of Waddell & Reed Asset Management Company.

James C. Cusser

Vice President of three funds in the Fund Complex; Vice President of
WRIMCO.

Diane C. Dercher

Vice President of WRIMCO.

Cynthia P. Prince-Fox

Vice President of two funds in the Fund Complex; Vice President of WRIMCO;
formerly Vice President of Waddell & Reed Asset Management Company.

Abel Garcia

Vice President of three funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Vice President of Waddell & Reed Asset Management Company.

Robert L. Hechler

President and Principal Financial Officer of each of the funds in the Fund
Complex; Vice President, Chief Operations Officer, Director and Treasurer of
Waddell & Reed Financial Services, Inc.; Executive Vice President, Principal
Financial Officer, Director and Treasurer of WRIMCO; President, Chief Executive
Officer, Principal Financial Officer, Director and Treasurer of Waddell & Reed,
Inc.; President, Director and Treasurer of Waddell & Reed Services Company;
President, Treasurer and Director of Waddell & Reed Distributors, Inc.;
Executive Vice President, Chief Operations Officer and Director of Waddell &
Reed Financial, Inc. Formerly, Director and Treasurer of Waddell & Reed Asset
Management Company.

Henry J. Herrmann

Vice President of funds in the Fund Complex; Vice President, Chief
Investment Officer and Director of Waddell & Reed Financial Services, Inc.;
Director of Waddell & Reed, Inc.; President, Chief Executive Officer, Chief
Investment Officer and Director of
<PAGE>

WRIMCO; President, Chief Investment Officer, Treasurer and Director of Waddell &
Reed Financial, Inc. Formerly, President, Chief Executive Officer, Chief
Investment Officer and Director of Waddell & Reed Asset Management Company.

John M. Holliday

Vice President of nine funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Senior Vice President of Waddell & Reed Asset Management
Company.

Charles W. Hooper, Jr.

Vice President of one fund in the Fund Complex; Vice President of WRIMCO;
formerly Vice President of Waddell & Reed Asset Management Company.

Theodore W. Howard

Vice President, Treasurer and Principal Accounting Officer of the funds in
the Fund Complex; Vice President of Waddell & Reed Services Company.

Antonio Intagliata

Vice President of one fund in the Fund Complex; Senior Vice President of
WRIMCO.

Helge K. Lee

Vice President, Secretary and General Counsel of each of the funds in the
Fund Complex; Vice President, Secretary, General Counsel and Director of Waddell
& Reed Financial Services, Inc.; Senior Vice President, Secretary and General
Counsel of WRIMCO and Waddell & Reed, Inc.; Senior Vice President, Secretary,
General Counsel and Director of Waddell & Reed Services Company; Vice President,
Secretary and General Counsel of Waddell & Reed Distributors, Inc.; Secretary
and General Counsel of Waddell & Reed Financial, Inc.

Thomas A. Mengel

Vice President of three funds in the Fund Complex; Vice President of
WRIMCO.

William M. Nelson

Vice President of one fund in the Fund Complex; Vice President of WRIMCO.

Louise D. Rieke

Vice President of three funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Vice President of Waddell & Reed Asset Management Company.

Philip J. Sanders

Vice President of one fund in the Fund Complex; Vice President of WRIMCO.

Grant P. Sarris

Vice President of two funds in the Fund Complex and Vice President of
WRIMCO.

Mark G. Seferovich

Vice President of two funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly Vice President of Waddell & Reed Asset Management Company.

Zachary H. Shafran
<PAGE>

Vice President of two funds in the Fund Complex; Vice President of WRIMCO.

W. Patrick Sterner

Vice President of two funds in the Fund Complex; Vice President of WRIMCO;
formerly, Vice President of Waddell & Reed Asset Management Company.

Mira Stevovich

Vice President of two funds in the Fund Complex; Vice President of WRIMCO.

John E. Sundeen, Jr.

Senior Vice President of WRIMCO; formerly Vice President of Waddell & Reed
Asset Management Company.

Russell E. Thompson

Vice President of three funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Senior Vice President of Waddell & Reed Asset Management
Company.

Keith A. Tucker

Chairman of the Board of the funds in the Fund Complex; President, Chairman
of the Board, Chief Executive Officer and Director of Waddell & reed Financial
Services, Inc.; Chairman of the Board and Director of Waddell & Reed, Inc.;
Chairman of the Board and Director of WRIMCO; Chairman of the Board and Director
of Waddell & Reed Services Company; Chief Executive Officer, Principal Financial
Officer, Chairman of the Board and Director of Waddell & Reed Financial, Inc.

Daniel J. Vrabac

Vice President of three funds in the Fund Complex; Vice President of
WRIMCO; formerly, Vice President of Waddell & Reed Asset Management Company.

James D. Wineland

Vice President of three funds in the Fund Complex; Senior Vice President of
WRIMCO; formerly, Vice President of Waddell & Reed Asset Management Company.

The address of each person is 6300 Lamar Avenue, P.O. Box 29217, Shawnee
Mission, Kansas 66201-9217 unless a different address is given.

ITEM 27: PRINCIPAL UNDERWRITERS
Not Applicable.

ITEM 28: 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 Adviser)
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
<PAGE>

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

(With respect to its services as Sub-Adviser)
Mellon Equity Associates, LLP
500 Grant Street
Suite 3700
Pittsburgh, Pennsylvania 15258

(With respect to its services as Sub-Adviser)
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116

(With respect to its services as Sub-Adviser)
J.P. Morgan Investment Management, Inc.
522 Fifth Avenue
New York, New York 10036

(With respect to its services as Sub-Adviser)
Waddell & Reed Investment Management Company
6300 Lamar Avenue
Shawnee Mission, Kansas 66201-9217

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

(With respect to its services as
custodian for MML Equity Index Fund)
Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02108

(With respect to its services provided to
MML Equity Index Fund)
First Data Investors Services Group, Inc.
4400 Computer Drive
Westborough, Massachusetts 01481

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

ITEM 29: MANAGEMENT SERVICES
Not Applicable.

ITEM 30: UNDERTAKINGS
Not Applicable
<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 28th day of April, 1999.

MML SERIES INVESTMENT FUND

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

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 28th day of April, 1999.

SIGNATURE: TITLE:

* Chairman and 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
<PAGE>

* Trustee
- ---------------------------------
Richard H. Ayers

* Trustee
- ---------------------------------
David E.A. Carson

* Trustee
- ---------------------------------
Richard W. Greene

* Trustee
- ---------------------------------
Beverly L. Hamilton

/s/ Michael D. Hays Chief Financial Officer
- ---------------------------------
Michael D. Hays

/s/ Mark B. Ackerman Treasurer
- ---------------------------------
Mark B. Ackerman

*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.
<PAGE>

INDEX TO EXHIBITS
-----------------

EXHIBIT NO. TITLE of EXHIBIT
- ----------- ----------------

D(2) Copy of Investment Management Agreement between
the Trust (excluding MML Managed Bond) and
MassMutual Life Insurance Company.

D(7) Copy of Investment Sub-Advisory Agreement for the
MML Growth Equity Fund between MassMutual and
Massachusetts Financial Services Company ("MFS").

D(8) Copy of Investment Sub-Advisory
Agreement for the MML Small Cap Growth Equity
Fund between MassMutual and J.P. Morgan
Investment Management Company.

D(9) Copy of Investment Sub-Advisory Agreement for the
MML Small Cap Growth Equity Fund between
MassMutual and Waddell & Reed Investment
Management Company ("Waddell & Reed").

G(7) Specimen copy of Custodian Agreement between
Registrant and Investors Bank & Trust Company
("IBT") on behalf of MML Growth Equity Fund and
MML Small Cap Growth Equity Fund.

I(3) Opinion and Consent of counsel as to the legality
of shares being registered for the MML Small Cap
Growth Equity Fund and MML Growth Equity Fund.

I(4) Consent of Independent Accountants.

I(6) Powers of Attorney for Michael D. Hays, Richard
H. Ayers, David E.A. Carson, Richard W. Greene,
Beverly L. Hamilton and F. William Marshall.

N Financial Data Schedules

<PAGE>

Exhibit D(2)

INVESTMENT MANAGEMENT AGREEMENT

Between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

and

MML SERIES INVESTMENT FUND

(as to the MML Equity, MML Money Market, MML Blend, MML Small Cap Value MML
Equity, MML Equity Index, MML Growth Equity and MML Small Cap Growth Equity
Fund)
<PAGE>

INVESTMENT MANAGEMENT AGREEMENT

This INVESTMENT MANAGEMENT AGREEMENT (the "Agreement"), dated May 3,
1999 by and between MML Series Investment Fund (the "Trust") on behalf of [MML
Equity, MML Money Market, MML Blend, MML Small Cap Value Equity, MML Equity
Index, MML Growth Equity and MML Small Cap Growth 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.

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.

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. The Trust (or the
Fund) shall bear its own expenses, with the following exceptions: the Adviser
shall bear the cost of investment advisory services, fund accounting and other
administrative service expenses, and distribution expenses.

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: (see Appendix for various compensation
amounts) 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.
<PAGE>

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.

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 3, 1999 and
- -----------------------------
will continue in effect for two years and from year to year thereafter 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.

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
<PAGE>

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.
<PAGE>

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 Equity, MML Money Market, MML
Blend, MML Small Cap Value Equity, MML Equity Index,
MML Growth Equity and MML Small Cap Growth Equity
Fund

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

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY

By: /s/ Michael D. Hays
-------------------------------
Michael D. Hays
Senior Vice President
<PAGE>

APPENDIX

COMPENSATION AMOUNTS FOR THE FOLLOWING FUNDS

MML EQUITY FUND, MML MONEY MARKET, and MML BLEND
- ------------------------------------------------

.50% on first $100 million
.45% on next $200 million
.40% on next $200 million
.35% over $500 million

MML SMALL CAP VALUE EQUITY FUND
- -------------------------------

.65% on first $100 million
.60% on next $100 million
.55% on next $300 million
.50% over $500 million

EQUITY INDEX FUND
- -----------------

.40% on first $100 million
.38% on next $150 million
.36% over $250 million

MML GROWTH EQUITY FUND
- ----------------------

.80% on first $300 million
.77% on next $300 million
.75% on next $300 million
.37% on next $600 million
.25% on assets over $1.5 billion

MML SMALL CAP GROWTH EQUITY FUND
- --------------------------------

1.075% on first $100 million
1.050% on next $100 million
1.025% on next $300 million
1.000% on assets over $500 million

<PAGE>

Exhibit D(7)

INVESTMENT SUB-ADVISORY

Between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

and

MASSACHUSETTS FINANCIAL SERVICES COMPANY
("MFS")

(as to the MML Growth Equity Fund)
<PAGE>

INVESTMENT SUB-ADVISORY AGREEMENT
---------------------------------

THIS INVESTMENT SUB-ADVISORY AGREEMENT (this "Sub-Advisory Agreement"), is by
and between Massachusetts Financial Services Company, organized under the laws
of the State of Delaware (the "Sub-Adviser"), and Massachusetts Mutual Life
Insurance Company, a mutual life insurance company organized under the laws of
the Commonwealth of Massachusetts ("MassMutual") for the MML Growth Equity Fund
(the "Fund"), a series of MML Series Investment Fund (the "Trust"), a
Massachusetts business trust which is an open-end diversified management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of 1940, as
amended (the "Act"), effective as of the 1st day of May, 1999.

WHEREAS, the Trust has appointed MassMutual as the investment adviser for the
Fund pursuant to the terms of an Investment Advisory Agreement (the "Advisory
Agreement");

WHEREAS, the Advisory Agreement provides that MassMutual may, at its option,
subject to approval by the Trustees of the Trust and, to the extent necessary,
the shareholders of the Fund, appoint a sub-adviser to assume certain
responsibilities and obligations of MassMutual under the Advisory Agreement;

WHEREAS, MassMutual and the Sub-Adviser are investment advisers registered with
the Commission as such under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"); and

WHEREAS, MassMutual desires to appoint the Sub-Adviser as its sub-adviser for
the Fund and the Sub-Adviser is willing to act in such capacity upon the terms
herein set forth;

NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, MassMutual and the Sub-Adviser, intending to be legally bound,
hereby agree as follows:

1. General Provision.
-----------------

(a) MassMutual hereby employs the Sub-Adviser and the Sub-Adviser hereby
undertakes to act as the investment sub-adviser of the Fund to provide
investment advice and to perform for the Fund such other duties and functions as
are hereinafter set forth. Subject to Section 1(c) hereof, the Sub-Adviser shall
be responsible for managing the Fund in conformity with:

(i) the provisions of the Act and any rules or regulations thereunder;

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

(iii) 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");

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

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

(vi) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time (collectively referred to as the
"Disclosure Documents").
<PAGE>

(b) The appropriate officers and employees of the Sub-Adviser shall be
available upon reasonable notice for consultation with any of the Trustees and
officers of the Trust and MassMutual with respect to the services provided by
the Sub-Adviser hereunder. MassMutual acknowledges that the Sub-Adviser is not
the Fund's pricing agent. Sub-Adviser will provide reasonable assistance to the
Fund's pricing agent in valuing securities held by the Fund which are not
readily marketable (i.e., internally priced securities).

(c) MassMutual acknowledges that the Sub-Adviser is not the compliance
agent for the Fund or for MassMutual, and does not have access to all of the
Fund's books and records necessary to perform certain compliance testing. To the
extent that the Sub-Adviser has agreed to perform the services specified in this
Section and in Section 2 hereof in accordance with applicable law (including
sub-chapters M and L of the Internal Revenue Code of 1986, as amended (the
"Code"), the Act and the Advisers Act ("Applicable Law")) and in accordance with
the Trust Documents, policies and determinations of the Board of Trustees of the
Trust and MassMutual and the Fund's Disclosure Documents (collectively, the
"Charter Requirements"), the Sub-Adviser shall perform such services based upon
its books and records with respect to the Fund, which comprise a portion of the
Fund's books and records, and upon written instructions received from the Fund,
MassMutual or the Fund's administrator, and shall not be held responsible under
this Agreement so long as it performs such services in accordance with this
Agreement, the Charter Requirements and Applicable Law based upon such books and
records and such instructions provided by the Fund, MassMutual or the Fund's
administrator. The Sub-Adviser shall be afforded a reasonable amount of time to
implement any such instructions (for example, if instructed not to trade on
behalf of securities of certain specified MassMutual or Fund affiliates, the
Sub-Adviser shall be afforded five business days after receipt of such
instruction to implement this trading restriction).

2. Duties of the Sub-Adviser.
-------------------------

(a) The Sub-Adviser shall, subject to the direction and control by the
Trust's Board of Trustees or MassMutual, to the extent MassMutual's direction is
not inconsistent with that of the Board of Trustees, (i) regularly provide
investment advice and recommendations to the Fund, directly or through
MassMutual, with respect to the Fund's investments, investment policies and the
purchase, sale or other disposition of securities and other investments; (ii)
supervise and monitor continuously the investment program of the Fund and the
composition of its portfolio and determine what securities or other investments
shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions
of Section 6 hereof, for the purchase of securities and other investments for
the Fund and the sale of securities and other investments held in the portfolio
of the Fund; (iv) provide reports on the foregoing to the Board of Trustees at
each Board meeting; and (v) vote or exercise any consent rights with respect to
such securities or investments.

(b) The Sub-Adviser shall provide to MassMutual such reports for the Fund,
and in such time frames, as MassMutual and the Sub-Adviser shall mutually agree
or as required by applicable law or regulation.

(c) Provided that none of MassMutual, the Fund or the Trust shall be
required to pay any compensation other than as provided by the terms of this
Sub-Advisory Agreement and subject to the provisions of Section 5 hereof, the
Sub-Adviser may obtain investment information, research or assistance from any
other person, firm or corporation to supplement, update or otherwise improve its
investment management services.

(d) The Sub-Adviser shall disclose to MassMutual and to the Fund
information regarding any change in control in the Sub-Adviser or to the Fund's
portfolio manager or any change in its key personnel, information regarding any
material adverse change in the condition (financial or otherwise) of the
Sub-Adviser or any person who controls the Sub-Adviser that would materially
affect the services provided by the Sub-Adviser hereunder, information regarding
the investment performance and general investment methods of the
<PAGE>

Sub-Adviser with respect to the Fund, information necessary to enable MassMutual
to monitor the performance of the Sub-Adviser and information that is required
to be disclosed in any filings required by any governmental agency or by any
applicable law, regulation, rule or order.

(e) The Sub-Adviser shall provide MassMutual, upon reasonable prior written
request by MassMutual to the Sub-Adviser, with access to inspect at the
Sub-Adviser's office the books and records of the Sub-Adviser relating to the
Fund and the Sub-Adviser's performance hereunder.

3. Other Activities.
----------------

(a) Nothing in this Sub-Advisory Agreement shall prevent MassMutual or the
Sub-Adviser or any officer thereof from acting as investment adviser or
sub-adviser for any other person, firm or corporation and shall not in any way
limit or restrict MassMutual or the Sub-Adviser or any of their respective
directors, officers, members, stockholders, partners or employees from buying,
selling, or trading any securities for its own account or for the account of
others for whom it or they may be acting, provided that such activities are in
compliance with U.S. federal and state securities laws, regulations and rules
and will not adversely affect or otherwise impair the performance by any party
of its duties and obligations under this Sub-Advisory Agreement.

(b) The Sub-Adviser agrees that it will not knowingly or deliberately favor
any other account managed or controlled by it or any of its principals or
affiliates over the Fund. The Sub-Adviser, upon reasonable request and receipt
of adequate assurances of confidentiality, shall provide MassMutual with an
explanation of the differences, if any, in performance between the Fund and any
other account with investment objectives and policies similar to the Fund for
which the Sub-Adviser, or any one of its principals or affiliates, acts as
investment adviser. On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Fund as well as other clients of
the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate orders for
securities to be purchased or sold to attempt to obtain a more favorable price
or lower brokerage commissions and efficient execution. In such event,
allocation of these securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Sub-Adviser in the manner the
Sub-Adviser considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and its clients.

4. Compensation of the Sub-Adviser.
-------------------------------

MassMutual agrees to pay the Sub-Adviser and the Sub-Adviser agrees to accept as
full compensation for the performance of all functions and duties on its part to
be performed pursuant to the provisions hereof, a fee paid quarterly, in
arrears, at the following rate: an annual rate of .40% on the first $300 million
of Aggregate Assets; an annual rate of .37% on the next $300 million of
Aggregate Assets; an annual rate of .35% on the next $300 million of Aggregate
Assets; an annual rate of .32% on the next $600 million of Aggregate Assets; and
an annual rate of .25% of Aggregate Assets in excess of $1.5 billion. For the
purposes of this Sub-Advisory Agreement, "Aggregate Assets" shall mean the
aggregate of (i) the average daily net assets of the Fund determined at the
close of the New York Stock Exchange on each day that the Exchange is open for
trading, and (ii) the average daily net assets of all other funds or accounts of
MassMutual or its affiliates, including other funds registered under the Act,
for which the Sub-Advisor provides investment advisory services determined at
the close of the Exchange on each day that the Exchange is open for trading.
MassMutual shall pay the Sub-Advisor such fee on the first business day
immediately following the end of each calendar quarter. Compensation for any
partial period shall be pro-rated based on the length of the period.

5. Portfolio Transactions and Brokerage.
------------------------------------
<PAGE>

(a) The Sub-Adviser is authorized, in arranging the purchase and sale
of the Fund's publicly-traded portfolio securities, to employ or deal with such
members of securities exchanges, brokers or dealers (hereinafter
"broker-dealers"), as may, in its best judgment, implement the policy of the
Fund to obtain, at reasonable expense, the best execution of the Fund's
portfolio transactions.

(b) The Sub-Adviser may effect the purchase and sale of securities
(which are otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker to effect
such transactions, and may enter into a contract in which the broker acts either
as principal or as agent.

6. Representations And Warranties of The Sub-Adviser.
-------------------------------------------------

The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:

(a) The Sub-Adviser has obtained all required governmental and
regulatory licenses, registrations and approvals required by law as may be
necessary to perform its obligations under this Sub-Advisory Agreement and to
act as contemplated by the Trust Documents and the Disclosure Documents,
including without limitation registration as an investment adviser under the
Advisers Act, and will maintain and renew any required licenses, registrations,
approvals and memberships during the term of this Sub-Advisory Agreement.

(c) All references in the Disclosure Documents describing the
Sub-Adviser and its affiliates and the controlling persons, affiliates,
stockholders, directors, officers and employees of any of the foregoing are
accurate in all material respects and do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make such
information not misleading.

The foregoing representations and warranties shall be continuing during the term
of this Sub-Advisory Agreement.

7. Covenants of the Sub-Adviser.
----------------------------

or incomplete in any material respect, or which might render the Disclosure
Documents untrue or misleading in any material respect, the Sub-Adviser will
provide prompt written notification to the Fund and MassMutual of any such fact,
omission, event or change of circumstances, and the facts related thereto.

(b) The Sub-Adviser agrees that, during the term of this Sub-Advisory
Agreement, and for so long as investment in the Fund is being offered for sale,
it will provide the Fund and the Sub-Adviser with updated information relating
to the Fund's performance results as reasonably required from time to time by
the Fund and MassMutual. The Sub-Adviser shall use its best efforts to provide
such information within a reasonable period of time after the end of the month
to which such updated information relates and the information is available to
it.

8. Confidentiality.
---------------

All information and advice furnished by one party to the other party (including
their respective agents, employees and representatives) hereunder shall be
treated as confidential and shall not be disclosed to third parties, except as
may be necessary to comply with applicable governmental laws, rules and
regulations, subpoenas or court orders.

9. Duration.
--------

Unless terminated earlier pursuant to Section 10 hereof, this Sub-Advisory
Agreement shall remain in effect for a period of two years from the date hereof.
Thereafter it shall continue in effect from year to year, unless terminated
pursuant to Section 10 hereof, so long as such continuance shall be approved at
least annually by the Trust's Board of Trustees, including the vote of the
majority of the Trustees of the Trust who are not parties to this Sub-Advisory
Agreement or "interested persons" (as defined in the Act) of any such party cast
in person at a meeting called for the purpose of voting on such approval, or by
the holders of a "majority" (as defined in the Act) of the outstanding voting
securities of the Fund.

10. Termination.
-----------

(a) This Sub-Advisory Agreement shall terminate automatically upon its
unauthorized assignment (within the meaning of the Act), the termination of the
Advisory Agreement or the dissolution of the Fund.

(b) The Sub-Advisory Agreement may be terminated by MassMutual or the
Board of Trustees of the Trust: (i) by written notice to the Sub-Adviser with
immediate effect, if the Sub-Adviser's registration under the Adviser's Act is
suspended, terminated, lapsed or not renewed; (ii) by written notice to the
Sub-Adviser with immediate effect, if the Sub-Adviser is bankrupt or insolvent,
seeks an arrangement with creditors, is dissolved or terminated or ceases to
exist; (iii) by written notice to the Sub-Adviser with immediate effect, if
MassMutual determines in good faith, for any reason, that such termination is
appropriate for the protection of the Fund, including without limitation a good
faith determination by MassMutual or the Board of Trustees of the Trust that the
Sub-Adviser has breached a material obligation or duty under this Sub-Advisory
Agreement; or (iv) in their sole discretion, without penalty, upon ninety days
prior written notice to Sub-Adviser. This Sub-Advisory Agreement also may be
terminated at any time, without penalty, by the vote of the holders of a
"majority" of the outstanding voting securities of the Fund (as defined in the
Act).

(c) The Sub-Advisory Agreement may be terminated by the Sub-Adviser,
without penalty at any time, upon ninety days' prior written notice, to
MassMutual and the Trust.

11. Standard of Care and Indemnification.
------------------------------------
<PAGE>

(a) Provided that nothing herein shall be deemed to protect the
Sub-Adviser from acts or omissions in breach of this Sub-Advisory Agreement or
from willful misfeasance, bad faith or gross negligence in the performance of
its duties, or reckless disregard to its obligations and duties under this
Sub-Advisory Agreement, the Sub-Adviser shall not be liable for any loss
sustained by reason of good faith errors or omissions in connection with any
matters to which this Sub-Advisory Agreement relates.

(b) The Sub-Adviser agrees to indemnify and hold harmless MassMutual,
the Fund and any of its or their controlling persons or any shareholders,
partners, directors, officers and/or employees of any of them against any loss,
claim, damage, charge, liability or expense (including, without limitation,
reasonable attorneys' and accountants' fees) to which such persons may become
subject, insofar as such loss, claim, damage, charge, liability or expense
arises out of or is based upon any demands, claims, liabilities, expenses,
lawsuits, actions or proceedings relating to this Sub-Advisory Agreement or to
the advisory services for the account of the Fund provided by the Sub-Adviser,
provided that the loss, claim, damage, liability, cost or expense arose out of
an act or omission of the Sub-Adviser or its officers, directors, employees,
agents or controlling persons constituting willful misfeasance, bad faith, gross
negligence, fraud, willful misconduct or a breach of this Sub-Advisory
Agreement.

(c) MassMutual agrees to indemnify and hold harmless the Sub-Adviser
and any of its controlling persons, shareholders, partners, directors, officers
and/or employees of any of them against any loss, claim, settlement, damage,
charge, liability or expense (including, without limitation, reasonable
attorneys' and accountants' fees) to which such persons may become subject,
insofar as such loss, claim, settlement, damage, charge, liability or expense
arises out of or is based upon any demands, claims, liabilities, expenses,
lawsuits, actions or proceedings relating to this Sub-Advisory Agreement, the
advisory services for the account of the Fund provided by the Sub-Adviser, the
operation of the Fund or the contents of the Disclosure Documents, provided that
the loss, claim, damage, liability, cost or expense arose out of an act or
omission of MassMutual or the Fund or its partners, officers, directors,
employees, agents or controlling persons constituting willful misfeasance, bad
faith, gross negligence, fraud, willful misconduct or a breach of this
Sub-Advisory Agreement.

(d) Promptly after receipt by an indemnified party under this Section
11 of notice of any claim or dispute or commencement of any action or
litigation, such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party under this Section 11, notify the
indemnifying party of the commencement thereof; but the omission to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section 11 except to the extent,
if any, that such failure or delay prejudiced the other party in defending
against the claim. In case any such claim, dispute, action or litigation is
brought or asserted against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, to assume
the defense thereof, with counsel of its choice, following notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof; in which event, the indemnifying party will not be liable to
such indemnified party under this Section 11 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof, but shall continue to be liable to the indemnified party in all other
respects as heretofore set forth in this Section 11. Notwithstanding any other
provisions of this Section 11, if, in any claim, dispute, action or litigation
as to which indemnity is or may be available, any indemnified party reasonably
determines that its interests are or may be, in whole or in part, adverse to the
interests of the indemnifying party, the indemnified party may retain its own
counsel of its choice in connection with such claim, dispute, action or
litigation and shall continue to be indemnified by the indemnifying party for
any legal or any other expenses reasonably incurred in connection with
investigating or defending such claim, dispute, action or litigation.
<PAGE>

12. Disclaimer of Shareholder Liability.
-----------------------------------

MassMutual and the Sub-Adviser understand that the obligations of the Trust
under this Sub-Advisory Agreement are not binding upon any Trustee or
shareholder of the Trust personally, but bind only the Trust and the Trust's
property. MassMutual and the Sub-Adviser represent that each has notice of the
provisions of the Trust Documents disclaiming shareholder and Trustee liability
for acts or obligations of the Trust.

13. Use of Names.
------------

MassMutual and the Fund shall not use the name of the Sub-Adviser or any of its
affiliates or any abbreviation, logo or derivative therefrom in any prospectus,
sales literature or other material relating to the Fund in any manner not
approved prior thereto by the Sub-Adviser. The Sub-Adviser shall not use the
name of MassMutual or the Fund or any abbreviation, logo or derivative therefrom
in any material relating to the Sub-Adviser in any manner not approved prior
thereto by MassMutual or the Fund.

14. Notice.
------

Any notice under this Sub-Advisory Agreement shall be in writing, addressed and
delivered or mailed, po0stage prepaid, to the other party, with a copy to the
Trust, at the addresses 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, MA 01111
Attention: Vernon J. Meyer
Vice President

If to the Sub-Adviser: Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116-3741
Attention: Stephen E. Cavan, Esq.
General Counsel

If to either MassMutual or the Sub-Adviser, copies to:

MML Series Investment Fund
1295 State Street
Springfield, MA 01111
Attention: Stephen L. Kuhn
Vice President

15. No Assignment.
-------------

No assignment (within the meaning of the Act) of this Sub-Advisory Agreement may
be made without the express written consent of all parties hereto.

16. Amendments to this Sub-Advisory Agreement.
-----------------------------------------

This Sub-Advisory Agreement may be amended only by a written instrument approved
in writing by all parties hereto.

17. Governing Law.
-------------

This Sub-Advisory Agreement shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Massachusetts, without giving
effect to principles of conflict of laws.
<PAGE>

18. Survival.
--------

The provisions of this Sub-Advisory Agreement shall survive the termination or
other expiration of this Sub-Advisory Agreement with respect to any matter
arising while this Sub-Advisory Agreement was in effect.

19. Successors.
----------

This Sub-Advisory Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and permitted assigns.

20. Entire Agreement.
----------------

This Sub-Advisory Agreement constitutes the entire agreement among the parties
hereto with respect to the matters referred to herein, and no other agreement,
oral or otherwise, shall be binding on the parties hereto.

21. No Waiver.
---------

No failure or delay on the part of any party hereto in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
Any waiver granted hereunder must be in writing and shall be valid only in the
specific instance in which given.

22. Severability.
------------

If any one or more provisions in this Sub-Advisory Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not effect any other provision
of this Sub-Advisory Agreement, but this Sub-Advisory Agreement shall be
construed so as to effectuate the intent of the parties hereto as nearly as
possible without giving effect to such invalid, illegal or unenforceable
provision had never been contained herein.

23. Counterparts.
------------

This Sub-Advisory Agreement may be executed in any number of counterparts, each
of which shall constitute an original, but all of which when taken together
shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Fund, MassMutual and the Sub-Adviser have caused this
Sub-Advisory Agreement to be executed as of the day and year first above
written.

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY

By: /s/ Michael D. Hays
----------------------------
Name: Michael D. Hays
--------------------------
Title: Senior Vice President
-------------------------

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By: /s/ Jeffrey L. Shames
----------------------------
<PAGE>

Name: Jeffrey L. Shames
-------------------
Title: Chairman and Chief Executive Officer
--------------------------------------

ACKNOWLEDGED:

MML SERIES INVESTMENT FUND
on behalf of MML GROWTH EQUITY FUND

By: /s/ Stuart H. Reese
---------------------
Name: Stuart H. Reese
-------------------
Title: President
------------------

<PAGE>

Exhibit D(8)

INVESTMENT SUB-ADVISORY AGREEMENT

Between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

and

J.P. MORGAN INVESTMENT MANAGEMENT COMPANY

(as to the MML Small Cap Growth Equity Fund)

<PAGE>

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT (this "Sub-Advisory Agreement"), is by
and between J.P. Morgan Investment Management Inc., organized under the laws of
the State of Delaware (the "Sub-Adviser"), and Massachusetts Mutual Life
Insurance Company, a mutual life insurance company organized under the laws of
the Commonwealth of Massachusetts ("MassMutual") for the MML Small Cap Growth
Equity Fund (the "Fund"), a series of MML Series Investment Fund (the "Trust"),
a Massachusetts business trust which is an open-end diversified management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of 1940, as
amended (the "Act"), effective as of the 1st day of May, 1999.

WHEREAS, the Trust has appointed MassMutual as the investment adviser for the
Fund pursuant to the terms of an Investment Advisory Agreement (the "Advisory
Agreement");

WHEREAS, MassMutual and the Sub-Adviser are investment advisers registered with
the Commission as such under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"); and

WHEREAS, MassMutual desires to appoint the Sub-Adviser as one of the
sub-advisers for the Fund with responsibility for such portion of the Fund's
assets as MassMutual shall direct from time to time (the "Portfolio") and the
Sub-Adviser is willing to act in such capacity upon the terms herein set forth;

NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, MassMutual and the Sub-Adviser, intending to be legally bound,
hereby agree as follows:

I. General Provision.
------------------

(a) MassMutual hereby employs the Sub-Adviser and the Sub-Adviser
hereby undertakes to act as the investment sub-adviser of the Fund with respect
to the Portfolio to provide investment advice and to perform for the Portfolio
of the Fund such other duties and functions as are hereinafter set forth. The
Sub-Adviser shall, in all matters, give to the Portfolio of the Fund and the
Trust's Board of Trustees, directly or through MassMutual, the benefit of the
Sub-Adviser's best judgment, effort, advice and recommendations and shall, at
all times conform to, and use its best efforts to ensure the Portfolio of the
Fund conforms to:

(i) the provisions of the Act and any rules or regulations
thereunder;

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

(iii) 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");

(iv) policies and determinations of the Board of Trustees of the
Trust and MassMutual;
<PAGE>

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

(vi) the Prospectus and Statement of Additional Information of
the Fund in effect from time to time (collectively referred to as the
"Disclosure Documents").

(b) The appropriate officers and employees of the Sub-Adviser shall be
available upon reasonable notice for consultation with any of the Trustees and
officers of the Trust and MassMutual with respect to any matter dealing with the
business and affairs of the Fund with respect to the Portfolio, such as the
valuation of portfolio securities of the Portfolio of the Fund, including but
not limited to securities that are either not registered for public sale or
securities not traded on any securities market.

2. Duties of the Sub-Adviser.
--------------------------

(a) The Sub-Adviser shall, subject to the direction and control of the
Trust's Board of Trustees or MassMutual, to the extent MassMutual's direction is
not inconsistent with that of the Board of Trustees, (i) regularly provide
investment advisory services to the Portfolio of the Fund with respect to its
investments and investment policies; (ii) with respect to the Portfolio,
supervise and monitor continuously the investment program of the Fund and the
composition of its portfolio and determine what securities or other investments
shall be purchased or sold by the Fund; (iii) with respect to the Portfolio,
arrange, subject to the provisions of Section 5 hereof, for the purchase of
securities and other investments for the Fund and the sale of securities and
other investments held in the portfolio of the Fund; (iv) provide reports on the
foregoing to the Board of Trustees at each Board meeting with respect to the
Portfolio; and (v) undertake to do anything incidental to the foregoing to
facilitate the performance of the Sub-Adviser's obligations hereunder, including
voting or exercising any consent rights with respect to such securities or
investments.

(b) The Sub-Adviser shall provide to MassMutual such reports for the
Fund, and in such time frames, as MassMutual and the Sub-Adviser shall mutually
agree or as required by applicable law or regulation.

(c) None of MassMutual, the Fund or the Trust shall be required to
pay any compensation other than as provided by the terms of this Sub-Advisory
Agreement. This provision shall not apply to prevent the Sub-Adviser from
obtaining investment information, research or assistance from any other person,
firm or corporation to supplement, update or otherwise improve its investment
management services, subject, however, to the provisions of Section 5 hereof.

(d) Provided that nothing herein shall be deemed to protect the Sub-
Adviser from acts or omissions in breach of this Sub-Advisory Agreement or from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or reckless disregard to its obligations and duties under this Sub-
Advisory Agreement, the Sub-Adviser shall not be liable for any loss sustained
by reason of good faith errors or omissions in connection with any matters to
which this Sub-Advisory Agreement relates.

(e) The Sub-Adviser shall make all material disclosures to MassMutual
and the Fund of public information regarding itself and its partners, officers,
directors, shareholders, employees, affiliates or any person who controls any of
the foregoing, including, but not limited to, information regarding any change
in control of the Sub-Adviser or any change in its key personnel material to the
services provided hereunder, information regarding any material adverse change
in the condition (financial or otherwise) of the Sub-Adviser or any person who
controls the Sub-Adviser, information regarding the investment performance and
general investment methods of the Sub-Adviser with respect to the Portfolio of
the
<PAGE>

Fund, information that MassMutual reasonably deems material to the Fund or
necessary to enable MassMutual to monitor the performance of the Sub-Adviser and
information that is required, in the reasonable judgment of MassMutual, to be
disclosed in any filings required by any governmental agency or by any
applicable law, regulation, rule or order.

(f) The Sub-Adviser shall provide MassMutual, upon reasonable prior
written request by MassMutual to the Sub-Adviser, with access to inspect at the
Sub-Adviser's office the books and records of the Sub-Adviser relating to the
Portfolio of the Fund and the Sub-Adviser's performance hereunder and to meet
personnel of the Sub-Adviser who have responsibilities with respect to the
Portfolio of the Fund.

3. Other Activities.
-----------------

(a) Nothing in this Sub-Advisory Agreement shall prevent MassMutual or the
Sub-Adviser or any officer thereof from acting as investment adviser or
sub-adviser for any other person, firm or corporation and shall not in any way
limit or restrict MassMutual or the Sub-Adviser or any of their respective
directors, officers, members, stockholders, partners or employees or affiliates
from buying, selling, or trading any securities for its own account or for the
account of others for whom it or they may be acting, provided that such
activities are in compliance with U.S. federal and state securities laws,
regulations and rules.

(b) The Sub-Adviser agrees that it will not knowingly or deliberately favor
any other account, mutual fund or commingled fund managed or controlled by it
over the Fund. The Sub-Adviser, upon reasonable request and receipt of adequate
assurances of confidentiality, shall provide MassMutual with an explanation of
the differences, if any, in performance between the Portfolio of the Fund and
any other mutual fund or commingled fund with investment objectives and policies
similar to the Portfolio of the Fund for which the Sub-Adviser, or any one of
its principals or affiliates, acts as investment adviser. To the extent that a
particular investment is-suitable for both the Fund and the Sub-Adviser's other
clients, such investment will be allocated among the Fund and such other clients
in a manner that is fair and equitable in the circumstances.

4. Compensation of the Sub-Adviser.
--------------------------------

MassMutual agrees to pay the Sub-Adviser and the Sub-Adviser agrees to accept as
full compensation for the performance of all functions and duties on its part to
be performed pursuant to the provisions hereof, a fee paid quarterly, in
arrears, at the following rate: an annual rate of .60% on the first $200 million
of Aggregate Assets; an annual rate of .55% on the next $300 million of
Aggregate Assets; and an annual rate of .50% of Aggregate Assets in excess of
$500 million. For the purposes of this Sub-Advisory Agreement, "Aggregate
Assets" shall mean the aggregate of (i) the average daily net assets of the
Portfolio of the Fund for which the Sub-Advisory provides investment advisory
services, determined at the close of the New York Stock Exchange on each day
that the Exchange is open for trading, and (ii) the average daily net assets of
all other portfolios of funds or accounts of MassMutual or its affiliates
utilizing the same small cap growth investment strategy as the Portfolio of the
Fund, including portfolios of other funds registered under the Act (namely,
MassMutual Small Cap Growth Equity Fund), for which the Sub-Advisor provides
investment advisory services determined at the close of the Exchange on each day
that the Exchange is open for trading. MassMutual shall pay the Sub-Advisor such
fee on the first business day immediately following the end of each calendar
quarter.

5. Portfolio Transactions and Brokerage.
-------------------------------------

exchanges, brokers or dealers (hereinafter "broker-dealers"), as may, in its
best judgment, implement the policy of the Fund to obtain, at reasonable
expense, the best execution of the Fund's portfolio transactions.

(b) The Sub-Adviser may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker to effect
such transactions, and may enter into a contract in which the broker acts either
as principal or as agent.

6. Representations And Warranties of The Sub-Adviser.
--------------------------------------------------

The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:

(a) The Sub-Adviser has obtained all required governmental and regulatory
licenses, registrations and approvals required by law as may be necessary to
perform its obligations under this Sub-Advisory Agreement and to act as
contemplated by the Trust Documents and the Disclosure Documents, including
without limitation registration as an investment adviser under the Advisers Act,
and will maintain and renew any required licenses, registrations, approvals and
memberships during the term of this Sub-Advisory Agreement.

(b) There is, to the best of its knowledge, no pending, threatened or
contemplated action, suit or proceeding before or by any court, governmental,
administrative or self-regulatory body or arbitration panel to which the
Sub-Adviser or any of its principals or affiliates is a party, or to which any
of the assets of the Sub-Adviser is subject, which reasonably might be expected
to (i) result in any material adverse change in the Sub-Adviser's condition
(financial or otherwise), business or prospects, (ii) affect adversely in any
material respect any of the Sub-Adviser's assets, (iii) materially impair the
Sub-Adviser's ability to discharge its obligations under this Sub-Advisory
Agreement, or (iv) result in a matter which would require an amendment to the
Sub-Adviser's Form ADV, Part II; and the Sub-Adviser has not received any notice
of an investigation by the Securities and Exchange Commission or any state
regarding U.S. federal or state securities laws, regulations or rules.

(c) All references in the Disclosure Documents concerning the Sub-Adviser
and its affiliates and the controlling persons, affiliates, stockholders,
directors, officers and employees of any of the foregoing are accurate in all
material respects and do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make such information not
misleading.

(d) The Sub-Adviser has supplied to MassMutual the performance of the
relevant composite of the Sub-Adviser's accounts and the composite represents in
all material respects the aggregate
<PAGE>

investment performance of all accounts which had or have, for all periods
covered, investment policies, objectives and strategies which are substantially
similar to the investment policies, objectives and strategies of the Portfolio
of the Fund as set forth in the Disclosure Documents. The exclusion of any
account from the composite does not cause the composite to be misleading in any
material respect. No account so included was created or maintained to establish
a performance record.

The foregoing representations and warranties shall be continuing during the term
of this Sub-Advisory Agreement.

7. Covenants of the Sub-Adviser.
-----------------------------

(a) If at any time during the term of this Sub-Advisory Agreement, the
Sub-Adviser discovers any fact or omission, or any event or change of
circumstances occurs, which would make the Sub-Adviser's representations and
warranties in Section 6 inaccurate or incomplete in any material respect, or
which might render the Disclosure Documents untrue or misleading in any material
respect, the Sub-Adviser will provide prompt written notification to the Fund
and MassMutual of any such fact, omission, event or change of circumstances, and
the facts related thereto.

(b) The Sub-Adviser agrees that, during the term of this Sub-Advisory
Agreement, and for so long as investment in the Fund is being offered for sale,
it will provide the Fund and the Sub-Adviser with updated information relating
to the Sub-Adviser's performance results as reasonably required from time to
time by the Fund and MassMutual. The Sub-Adviser shall use its best efforts to
provide such information within a reasonable period of time after the end of the
month to which such updated information relates and the information is available
to it.

8. Confidentiality.
----------------

9. Duration.
---------

Unless terminated earlier pursuant to Section 10 hereof, this Sub-Advisory
Agreement shall remain in effect for a period of two years from the date hereof.
Thereafter it shall continue in effect from year to year, unless terminated
pursuant to Section 10 hereof, so long as such continuance shall be approved at
least annually by the Trust's Board of Trustees, including the vote of the
majority of the Trustees of the Trust who are not parties to this Sub-Advisory
Agreement or "Interested persons" (as defined in the Act) of any such party cast
in person at a meeting called for the purpose of voting on such approval, or by
the holders of a "majority" (as defined in the Act) of the outstanding voting
securities of the Fund.

10. Termination.
------------

to the Sub-Adviser with immediate effect, if the Sub-Adviser is bankrupt or
insolvent, seeks an arrangement with creditors, is dissolved or terminated or
ceases to exist; (iii) by written notice to the Sub-Adviser with immediate
effect, if MassMutual determines in good faith, for any reason, that such
termination is appropriate for the protection of the Fund, including without
limitation a good faith determination by MassMutual or the Board of Trustees of
the Trust that the Sub-Adviser has breached an obligation or duty under this
Sub-Advisory Agreement; or (iv) in their sole discretion, without penalty, upon
ninety days prior written notice to Sub-Adviser. This Sub-Advisory Agreement
also may be terminated at any time, without penalty, by the vote of the holders
of a "majority" of the outstanding voting securities of the Fund (as defined in
the Act).

(c) The Sub-Advisory Agreement may be terminated by the Sub-Adviser,
without penalty at any time, upon ninety days' prior written notice, to
MassMutual and the Trust.

11. Indemnification.
----------------

(a) The Sub-Adviser agrees to indemnify and bold harmless MassMutual, the
Fund and any of its or their controlling persons or any shareholders, partners,
directors, officers and/or employees of any of them against any loss, claim,
damage, charge, liability or expense (including, without limitation, reasonable
attorneys' and accountants' fees) to which such persons may become subject,
insofar as such loss, claim, damage, charge, liability or expense arises out of
or is based upon any demands, claims, liabilities, expenses, lawsuits, actions
or proceedings relating to this Sub-Advisory Agreement or to the advisory
services for the account of the Fund provided by the Sub-Adviser, provided that
the loss, claim, damage, liability, cost or expense related to, was based upon,
or arose out of an act or omission of the Sub-Adviser or its officers,
directors, employees, agents or controlling persons constituting willful
misfeasance, bad faith, gross negligence, fraud, willful misconduct, a breach of
this Sub-Advisory Agreement, or a violation of applicable federal or state
securities laws, rules and regulations.

(b) MassMutual agrees to indemnify and hold harmless the Sub-Adviser and
any of its controlling persons, affiliates, or any shareholders, partners,
directors, officers and/or employees of any of them against any loss, claim,
settlement, damage, charge, liability or expense (including, without limitation,
reasonable attorneys' and accountants' fees) to which such persons may become
subject, insofar as such loss, claim, settlement, damage, charge, liability or
expense arises out of or is based upon any demands, claims, liabilities,
expenses, lawsuits, actions or proceedings relating to this Sub-Advisory
Agreement, the advisory services for the account of the Fund provided by the
Sub-Adviser, the operation of the Fund or the contents of the Disclosure
Documents, provided that the loss, claim, damage, liability, cost or expense did
not relate to, or was not based upon, or did not arise out of an act or omission
of the Sub-Adviser, any of its controlling persons, affiliates or any of its or
their shareholders, partners, officers, directors or employees constituting
willful misfeasance, bad faith, gross negligence, fraud, willful misconduct, a
breach of this Sub-Advisory Agreement, or a violation of applicable federal or
state securities laws, rules and regulations.

withheld, following notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, in which event, the
indemnifying party will not be liable to such indemnified party under this
Section 11 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, but shall continue to
be liable to the indemnified party in all other respects as heretofore set forth
in this Section 11. Notwithstanding any other provisions of this Section 11, if,
in any claim, dispute, action or litigation as to which indemnity is or may be
available, any indemnified party reasonably determines that its interests are or
may be, in whole or in part, adverse to the interests of the indemnifying party,
the indemnified party may retain its own counsel, with the choice of counsel
subject to the consent of the indemnifying party (which consent shall not be
withheld unreasonably), in connection with such claim, dispute, action or
litigation and shall continue to be indemnified by the indemnifying party for
any legal or any other expenses reasonably incurred in connection with
investigating or defending such claim, dispute, action or litigation.

12. Disclaimer of Shareholder Liability.
------------------------------------

13. Notice.
-------

Any notice under this Sub-Advisory Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party, with a copy to the
Trust, at the addresses 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, MA 0 1111
Attention: Vernon J. Meyer
Vice President

If to the Sub-Adviser: J.P. Morgan Investment Management Inc.
522 Fifth Avenue
New York, NY 10036
Attention: Diane Minardi
Vice President

If to either MassMutual or the Sub-Adviser, copies to:

MML Series Investment Fund
1295 State Street
Springfield, MA 0 1111
Attention: Stephen L. Kuhn
Vice President
<PAGE>

14. No Assignment.
--------------

No assignment (within the meaning of the Act) of this Sub-Advisory Agreement may
be made without the express written consent of all parties hereto.

15. Amendments to this Sub-Advisory Agreement.
------------------------------------------

This Sub-Advisory Agreement may be amended only by a written instrument approved
in writing by all parties hereto.

16. Governing Law.
--------------

This Sub-Advisory Agreement shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Massachusetts, without giving
effect to principles of conflict of laws.

17. Survival.
---------

18. Successors.
-----------

This Sub-Advisory Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and permitted assigns.

19. Entire Agreement.
-----------------

20. No Waiver.
----------

21. Severability.
-------------

22. Counterparts.
-------------

23. Disclosure.
-----------

Neither MassMutual, the Trust or the Fund shall, without the prior written
consent of the Sub-Adviser, make representations regarding, or reference to, the
Sub-Adviser or any affiliates in any disclosure document, advertisement, sales
literature or other promotional materials.

IN WITNESS WHEREOF, the Fund, MassMutual and the Sub-Adviser have caused this
Sub-Advisory Agreement to be executed as of the day and year first above
written.

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY

By: /s/ Michael D. Hays
-------------------------------
Name: Michael D. Hays
------------------------------
Title: Senior Vice President
-----------------------------

J.P. MORGAN INVESTMENT MANAGEMENT INC.

By: /s/ Diane J. Minardi
--------------------------------
Name: Diane J. Minardi
------------------------------
Title: Vice President
-----------------------------
ACKNOWLEDGED:

MML SERIES INVESTMENT FUND
on behalf of MML SMALL CAP GROWTH EQUITY FUND

By: /s/ Stuart H. Reese
----------------------------
Name: Stuart H. Reese
--------------------------
Title: President
-------------------------

<PAGE>

Exhibit D(9)

INVESTMENT SUB-ADVISORY AGREEMENT

Between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

and

WADDELL & REED INVESTMENT MANAGEMENT COMPANY
("Waddell & Reed")

(as to the MML Small Cap Growth Equity Fund)
<PAGE>

INVESTMENT SUB-ADVISORY AGREEMENT
---------------------------------

THIS INVESTMENT SUB-ADVISORY AGREEMENT (this "Sub-Advisory Agreement"), is by
and between Waddell & Reed Investment Management Company, organized under the
laws of the State of Kansas (the "Sub-Adviser"), and Massachusetts Mutual Life
Insurance Company, a mutual life insurance company organized under the laws of
the Commonwealth of Massachusetts ("MassMutual") for the MML Small Cap Growth
Equity Fund (the "Fund"), a series of MML Series Investment Fund (the "Trust"),
a Massachusetts business trust which is an open-end diversified management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of 1940, as
amended (the "Act"), effective as of the 1st day of May, 1999.

WHEREAS, the Trust has appointed MassMutual as the investment adviser for the
Fund pursuant to the terms of an Investment Advisory Agreement (the "Advisory
Agreement");

WHEREAS, MassMutual and the Sub-Adviser are investment advisers registered with
the Commission as such under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"); and

NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, MassMutual and the Sub-Adviser, intending to be legally bound,
hereby agree as follows:

1. General Provision.
------------------

(a) Unless specifically stated otherwise or unless the context clearly
requires otherwise, all references to the "Portfolio" or to the "Fund" shall be
deemed to be references only to the assets of the Fund to be managed by
Sub-Adviser hereunder, and Sub-Adviser's obligations shall be strictly limited
thereto.

(b) MassMutual hereby employs the Sub-Adviser and the Sub-Adviser hereby
undertakes to act as the investment sub-adviser of the Fund with respect to the
Portfolio to provide investment advice and to perform for the Portfolio of the
Fund such other duties and functions as are hereinafter set forth. The
Sub-Adviser shall, in all matters, give to the Portfolio of the Fund and the
Trust's Board of Trustees, directly or through MassMutual, the benefit of the
Sub-Adviser's best judgment, effort, advice and recommendations and shall, at
all times conform to, and use its best efforts to ensure the Portfolio of the
Fund conforms to:

(i) the provisions of the Act and any rules or regulations
thereunder;

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

(iii) the provisions of the Agreement and Declaration of Trust and
Bylaws of the Trust, as amended from time to time and communicated in
writing to the Sub-Adviser (collectively referred to as the "Trust
Documents");
<PAGE>

(iv) policies and determinations of the Board of Trustees of the Trust
and MassMutual as communicated in writing to the Sub-Adviser;

(vi) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time as communicated in writing to the
Sub-Adviser (collectively referred to as the "Disclosure Documents").

(c) The appropriate officers and employees of the Sub-Adviser shall be
available upon reasonable notice for consultation with any of the Trustees and
officers of the Trust and MassMutual with respect to any matter dealing with the
business and affairs of the Fund with respect to the Portfolio, such as the
valuation of portfolio securities of the Portfolio of the Fund, including but
not limited to securities that are either not registered for public sale or
securities not traded on any securities market.

2. Duties of the Sub-Adviser.
--------------------------

(a) The Sub-Adviser shall, subject to the ultimate direction and control by
the Trust's Board of Trustees or MassMutual, to the extent MassMutual's
direction is not inconsistent with that of the Board of Trustees, (i) with
respect to the Portfolio, regularly provide investment advice and
recommendations to the Fund, directly or through MassMutual, with respect to the
Fund's investments, investment policies and the purchase, sale or other
disposition of securities and other investments; (ii) with respect to the
Portfolio, supervise and monitor continuously the investment program of the Fund
and the composition of its portfolio and determine what securities or other
investments shall be purchased or sold by the Fund; (iii) with respect to the
Portfolio, arrange, subject to the provisions of Section 6 hereof, for the
purchase of securities and other investments for the Fund and the sale of
securities and other investments held in the portfolio of the Fund; (iv) provide
reports on the foregoing to the Board of Trustees at each Board meeting with
respect to the Portfolio; and (v) undertake to do anything incidental to the
foregoing to facilitate the performance of the Sub-Adviser's obligations
hereunder, including voting or exercising any consent rights with respect to
such securities or investments in accordance with the Sub-Adviser's procedures
as amended from time to time.

(b) The Sub-Adviser shall provide to MassMutual such reports for the Fund,
and in such time frames, as MassMutual shall request or as required by
applicable law or regulation.

(d) Provided that nothing herein shall be deemed to protect the Sub-Adviser
from acts or omissions in breach of this Sub-Advisory Agreement or from willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
reckless disregard to its obligations and duties under this Sub-Advisory
Agreement, the Sub-Adviser shall not be liable for any loss sustained by reason
of good faith errors or omissions in connection with any matters to which this
Sub-Advisory Agreement relates.

(e) The Sub-Adviser shall make all material disclosures to MassMutual and
the Fund regarding itself and its partners, officers, directors, shareholders,
employees, affiliates or any person who controls any of the foregoing,
including, but not limited to, information regarding any change in control in
the Sub-Adviser or any change in its key personnel material to the services
provided hereunder, information regarding any
<PAGE>

material adverse change in the condition (financial or otherwise) of the
Sub-Adviser or any person who controls the Sub-Adviser, information regarding
the investment performance and general investment methods of the Sub-Adviser
material to the services provided hereunder, its principals and affiliates,
information that MassMutual reasonably deems material to the Fund or necessary
to enable MassMutual to monitor the performance of the Sub-Adviser and
information that is required, in the reasonable judgment of MassMutual, to be
disclosed in any filings required by any governmental agency or by any
applicable law, regulation, rule or order. MassMutual hereby acknowledges that
it has received and has had an opportunity to review a copy of Form ADV, Part
II, of the Sub-Adviser, in accordance with Rule 204-3 of the Advisers Act.

(f) The Sub-Adviser shall provide MassMutual with any information in the
Sub-Adviser's possession necessary for supervising the activities of its
personnel, including professional, administrative and clerical personnel,
including the compilation and maintenance of such records with respect to the
Fund's operations as may reasonably be required.

(g) The Sub-Adviser shall provide MassMutual, upon reasonable prior written
request by MassMutual to the Sub-Adviser, with access to inspect at the
Sub-Adviser's office the books and records of the Sub-Adviser relating to the
Fund and the Sub-Adviser's performance hereunder and such other books and
records of the Sub-Adviser as are necessary to confirm that the Sub-Adviser has
complied with its obligations and duties under this Sub-Advisory Agreement.

3. Other Activities.
-----------------

(b) The Sub-Adviser agrees that it will not knowingly or deliberately favor
any other account managed or controlled by it or any of its principals or
affiliates over the Fund. The Sub-Adviser, upon reasonable request and receipt
of adequate assurances of confidentiality, shall provide MassMutual with an
explanation of the differences, if any, in performance between the Portfolio of
the Fund and any other account with investment objectives and policies similar
to the Portfolio of the Fund for which the Sub-Adviser, or any one of its
principals or affiliates, acts as investment adviser. To the extent that a
particular investment is suitable for both the Fund and the Sub-Adviser's other
clients, such investment will be allocated among the Fund and such other clients
in a manner that is fair and equitable in the circumstances. Any allocation made
in accordance with the Sub-Adviser's allocation procedures, as from time to time
amended, shall be presumed fair and equitable, provided such allocation
procedures, or amendments thereto, have been delivered to MassMutual.

4. Compensation of the Sub-Adviser.
--------------------------------

each day that the Exchange is open for trading, and (ii) the average daily net
assets of all other portfolios of funds or accounts of MassMutual or its
affiliates, including portfolios of other funds registered under the Act, for
which the Sub-Advisor provides investment advisory services determined at the
close of the Exchange on each day that the Exchange is open for trading.
MassMutual shall pay the Sub-Advisor such fee on the first business day
immediately following the end of each calendar quarter.

5. Portfolio Transactions and Brokerage.
------------------------------------

(a) The Sub-Adviser is authorized, with respect to the Portfolio in
arranging the purchase and sale of the Fund's publicly-traded portfolio
securities, to employ or deal with such members of securities exchanges, brokers
or dealers (hereinafter "broker-dealers"), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the best
execution (prompt and reliable execution at the most favorable security price
obtainable) of the Fund's portfolio transactions.

(b) The Sub-Adviser may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker to effect
such transactions, and may enter into a contract in which the broker acts either
as principal or as agent.

(c) The Sub-Adviser shall select broker-dealers to effect the Fund's
portfolio transactions on the basis of its estimate of their ability to obtain
best execution of particular and related portfolio transactions. The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by the Sub-Adviser on the basis of all relevant
factors and considerations including, without limitation, insofar as feasible,
the execution capabilities required by the transaction or transactions; the
ability and willingness of the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account; the importance to the
Fund of speed, efficiency or confidentiality; the broker-dealer's apparent
familiarity with sources from or to whom particular securities might be
purchased or sold; the willingness of the broker-dealer to provide useful or
desirable investment research and/or special execution services; other matters
involved in the receipt of brokerage and research services in accordance with
Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any
other matters relevant to the selection of a broker-dealer for particular and
related transactions of the Fund; and such other considerations as the Board of
Trustees of the Trust or MassMutual determine and provide to the Sub-Adviser
from time to time. The Sub-Adviser may cause the Fund to pay a commission in
excess of the amount another adequately qualified broker-dealer would have
charged if the Sub-Adviser determines, in good faith, that such commission is
reasonable in relation to the value of the brokerage and/or other services
provided by the broker-dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Sub-Adviser with respect to
the accounts for which it exercises investment discretion.

(d) The Sub-Adviser may aggregate purchase and sale orders for the Fund
with those of other accounts for which it has investment discretion. Securities
purchased in transactions effected pursuant to such aggregated orders shall be
allocated among the Fund and such other client accounts of the Sub-Adviser in
accordance with the Sub-Adviser's written allocation procedures, as amended from
time to time, or in a manner that is fair and equitable under the circumstances.

6. Representations And Warranties
------------------------------

The Sub-Adviser hereby represents and warrants to the Fund and MassMutual
that:

investment adviser under the Advisers Act, and will maintain and renew any
required licenses, registrations, approvals and memberships during the term of
this Sub-Advisory Agreement.

(b) There is no pending, or to the best of its knowledge, threatened or
contemplated action, suit or proceeding before or by any court, governmental,
administrative or self-regulatory body or arbitration panel to which the
Sub-Adviser or any of its principals or affiliates is a party, or to which any
of the assets of the Sub-Adviser is subject, which reasonably might be expected
to (i) result in any material adverse change in the Sub-Adviser's condition
(financial or otherwise), business or prospects, (ii) affect adversely in any
material respect any of the Sub-Adviser's assets, (iii) materially impair the
Sub-Adviser's ability to discharge its obligations under this Sub-Advisory
Agreement, or (iv) result in a matter which would require an amendment to the
Sub-Adviser's Form ADV, Part II; and the Sub-Adviser has not received any notice
of an investigation by the Securities and Exchange Commission or any state
regarding U.S. federal or state securities laws, regulations or rules.

(d) Subject to adequate assurances of confidentiality, and appropriate
redacting by the Sub-Adviser to protect client confidentiality, the Sub-Adviser
has supplied to, or made available for review by, MassMutual (and if requested
by MassMutual to its designated auditor) all documents, statements, agreements
and workpapers reasonably requested by it relating to accounts covered by the
Sub-Adviser's performance results and which are in the Sub-Adviser's possession
or to which it has access.

MassMutual represents and warrants to the Sub-Adviser that this Agreement
and the appointment of the Sub-Adviser as a sub-adviser to the Fund have
received all necessary approvals, and are authorized by applicable law, by the
Advisory Agreement, the Trust Documents and the Disclosure Documents.

The foregoing representations and warranties shall be continuing during the term
of this Sub-Advisory Agreement.

7. Covenants.
---------

(b) The Sub-Adviser agrees that, during the term of this Sub-Advisory
Agreement, and for so long as investment in the Fund is being offered for sale,
it will provide the Fund and the Sub-Adviser with updated information relating
to the Sub-Adviser's performance results as reasonably required from time to
time by the Fund and MassMutual. The Sub-Adviser shall use its best efforts to
provide such information within a reasonable period of time after the end of the
month to which such updated information relates and the information is available
to it.

(c) If at any time during the term of this Sub-Advisory Agreement,
MassMutual discovers any fact or omission, or any event or change of
circumstances occurs, which would make the representations and warranties made
by MassMutual in Section 6 inaccurate or incomplete in any material respect,
MassMutual will provide prompt written
<PAGE>

notification to the Sub-Adviser of any such fact, omission, event or change of
circumstances, and the facts related thereto.

(d) The Sub-Adviser's duties and obligations with respect to the Fund shall
be limited solely to those set forth in this Sub-Advisory Agreement and
MassMutual shall be fully responsible for the performance of those functions
normally carried out by an investment adviser that are not specifically
delegated to the Sub-Adviser hereunder. Without limiting the generality of the
foregoing, MassMutual, either directly or through affiliated parties or other
persons to whom MassMutual so delegates, shall be responsible for (i) monitoring
overall Fund compliance with the restrictions set forth in Section 1(b) hereof,
(ii) calculating the net asset value and the performance of the Fund, (iii)
contracting with a third-party custodian to, among other things, maintain
custody of Fund assets, communicate information to MassMutual regarding Fund
holdings thereof, communicate to the Sub-Adviser regarding Portfolio holdings
and the value thereof, collect dividends and interest payments for Fund
holdings, resolve trade fails and administer other corporate actions.

8. Confidentiality.
---------------

All information and advice furnished by one party to the other party (including
their respective agents, employees and representatives) hereunder shall be
treated as confidential and shall not be disclosed to third parties, except as
may be in the public domain through no breach by any party of this Agreement or
as may be necessary to comply with applicable governmental laws, rules and
regulations, subpoenas or court orders.

9. Duration.
--------

10. Termination.
-----------

(b) The Sub-Advisory Agreement may be terminated by MassMutual or the Board
of Trustees of the Trust: (i) by written notice to the Sub-Adviser with
immediate effect, if the Sub-Adviser's registration under the Adviser's Act is
suspended, terminated, lapsed or not renewed; (ii) by written notice to the
Sub-Adviser with immediate effect, if the Sub-Adviser is bankrupt or insolvent,
seeks an arrangement with creditors, is dissolved or terminated or ceases to
exist; (iii) by written notice to the Sub-Adviser with immediate effect, if
MassMutual determines in good faith, for any reason, that such termination is
appropriate for the protection of the Fund, including without limitation a good
faith determination by MassMutual or the Board of Trustees of the Trust that the
Sub-Adviser has breached an obligation or duty under this Sub-Advisory
Agreement; or (iv) in their sole discretion, without penalty, upon ninety days
prior written notice to Sub-Adviser. This Sub-Advisory Agreement also may be
terminated at any time, without penalty, by the vote of the holders of a
"majority" of the outstanding voting securities of the Fund (as defined in the
Act).

(c) The Sub-Advisory Agreement may be terminated by the Sub-Adviser,
without penalty at any time, upon ninety days' prior written notice, to
MassMutual and the Trust.
<PAGE>

11. Indemnification.
---------------

(a) The Sub-Adviser agrees to indemnify and hold harmless MassMutual, the
Fund and any of its or their controlling persons or any shareholders, partners,
directors, officers and/or employees of any of them against any loss, claim,
damage, charge, liability or expense (including, without limitation, reasonable
attorneys' and accountants' fees) to which such persons may become subject,
insofar as such loss, claim, damage, charge, liability or expense arises out of
or is based upon any demands, claims, liabilities, expenses, lawsuits, actions
or proceedings relating to this Sub-Advisory Agreement or to the advisory
services for the account of the Fund provided by the Sub-Adviser, provided that
the loss, claim, damage, liability, cost or expense related to, was based upon,
or arose out of an act or omission of the Sub-Adviser or its officers,
directors, employees, agents or controlling persons constituting willful
misfeasance, bad faith, gross negligence, fraud, willful misconduct, a breach of
this Sub-Advisory Agreement, or a violation of applicable federal or state
securities laws, rules and regulations.

(b) MassMutual agrees to indemnify and hold harmless the Sub-Adviser and
any of its controlling persons, shareholders, partners, directors, officers
and/or employees of any of them against any loss, claim, settlement, damage,
charge, liability or expense (including, without limitation, reasonable
attorneys' and accountants' fees) to which such persons may become subject,
insofar as such loss, claim, settlement, damage, charge, liability or expense
arises out of or is based upon any demands, claims, liabilities, expenses,
lawsuits, actions or proceedings relating to this Sub-Advisory Agreement, the
advisory services for the account of the Fund provided by the Sub-Adviser, the
operation of the Fund or the contents of the Disclosure Documents, provided that
the loss, claim, damage, liability, cost or expense related to, or was based
upon, or arose out of an act or omission of MassMutual or the Fund or its
partners, officers, directors, employees, agents or controlling persons
constituting willful misfeasance, bad faith, gross negligence, fraud, willful
misconduct, a breach of this Sub-Advisory Agreement, or a violation of
applicable federal or state securities laws, rules and regulations.

(c) Promptly after receipt by an indemnified party under this Section 11 of
notice of any claim or dispute or commencement of any action or litigation, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section 11, notify the indemnifying party of the
commencement thereof; but the omission to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 11 except to the extent, if any, that such
failure or delay prejudiced the other party in defending against the claim. In
case any such claim, dispute, action or litigation is brought or asserted
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, to assume the defense thereof, with
counsel specially approved in writing by such indemnified party, such approval
not to be unreasonably withheld, following notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof; in
which event, the indemnifying party will not be liable to such indemnified party
under this Section 11 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof, but shall
continue to be liable to the indemnified party in all other respects as
heretofore set forth in this Section 11. Notwithstanding any other provisions of
this Section 11, if, in any claim, dispute, action or litigation as to which
indemnity is or may be available, any indemnified party reasonably determines
that its interests are or may be, in whole or in part, adverse to the interests
of the indemnifying party, the indemnified party may retain its own counsel,
with the choice of counsel subject to the consent of the indemnifying party
(which consent shall not be withheld unreasonably), in connection with such
claim, dispute, action or litigation and shall continue to be indemnified by the
indemnifying party for any legal or any other expenses reasonably incurred in
connection with investigating or defending such claim, dispute, action or
litigation.
<PAGE>

12. Disclaimer of Shareholder Liability.
-----------------------------------

13. Notice.
------

If to MassMutual: Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Vernon J. Meyer
Vice President

If to the Sub-Adviser: Waddell & Reed Investment Management Company
6300 Lamar
Overland Park, KS 66202-4247
Attention: Mark P. Buyle, Esq.

If to either MassMutual or the Sub-Adviser, copies to:

MML Series Investment Fund
1295 State Street
Springfield, MA 01111
Attention: Stephen L. Kuhn
Vice President

14. No Assignment.
-------------

No assignment (within the meaning of the Act) of this Sub-Advisory Agreement may
be made without the express written consent of all parties hereto.

15. Amendments to this Sub-Advisory Agreement.
-----------------------------------------

This Sub-Advisory Agreement may be amended only by a written instrument approved
in writing by all parties hereto.

16. Governing Law.
-------------

This Sub-Advisory Agreement shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Massachusetts, without giving
effect to principles of conflict of laws.

17. Survival.
--------

18. Successors.
----------
<PAGE>

This Sub-Advisory Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and permitted assigns.

19. Entire Agreement.
----------------

20. No Waiver.
---------

21. Severability.
------------

22. Counterparts.
------------

IN WITNESS WHEREOF, the Fund, MassMutual and the Sub-Adviser have caused this
Sub-Advisory Agreement to be executed as of the day and year first above
written.

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY

By: /s/ Michael D. Hays
---------------------
Name: Michael D. Hays
---------------------
Title: Senior Vice President
---------------------

WADDELL & REED INVESTMENT MANAGEMENT COMPANY

By: /s/ Henry J. Herrmann
---------------------
Name: Henry J. Herrmann
-------------------
Title: President, CEO and Chief Investment Officer
--------------------------------------------

ACKNOWLEDGED:

MML SERIES INVESTMENT FUND
on behalf of MML SMALL CAP GROWTH EQUITY FUND

By: /s/ Stuart H. Reese
-------------------
Name: Stuart H. Reese
-------------------
Title: President
-------------------

<PAGE>

Exhibit G(7)

FORM OF

CUSTODIAN AGREEMENT

Between

MML SERIES INVESTMENT FUND

and

INVESTORS BANK & TRUST COMPANY ("IBT")

(as to the MML Growth Equity Fund & MML Small Cap Growth Equity Fund)
<PAGE>

CUSTODIAN AGREEMENT

AGREEMENT made as of this 3rd day of May, 1999, between MML SERIES
INVESTMENT FUND, a Massachusetts business trust (the "Fund"), and INVESTORS BANK
& TRUST COMPANY, a Massachusetts trust company (the "Bank").

The Fund, an open-end management investment company on behalf of the
portfolios listed on Appendix A hereto [(as such Appendix may be amended from
---------- --------
time to time) (each a "Portfolio" and collectively, the "Portfolios")], desires
to place and maintain all of its portfolio securities and cash in the custody of
the Bank. The Bank has at least the minimum qualifications required by Section
17(f)(1) of the Investment Company Act of 1940 (the " 1940 Act") to act as
custodian of the portfolio securities and cash of the Fund, and has indicated
its willingness to so act, subject to the terms and conditions of this
- -Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:

1. Bank Appointed Custodian. The Fund hereby appoints the Bank as custodian
-------------------------
of its portfolio securities and cash delivered to the Bank as hereinafter
described and the Bank agrees to act as such upon the terms and conditions
hereinafter set forth. For the services rendered pursuant to this Agreement the
Fund agrees to pay to the Bank the fees set forth on Appendix B hereto.
----------

2. Definitions. Whenever used herein, the terms listed below will have the
------------
following meaning:

2.1 Authorized Person. Authorized Person will mean any of the persons duly
------------------
authorized to give Proper Instructions or otherwise act on behalf of the Fund by
appropriate resolution of its Board, and set forth in a certificate as required
by Section 4 hereof.

2.2 Board. Board will mean the Board of Trustees of the Fund, as the case
-----
may be.

2.3 Security. The term security as used herein will have the same meaning
---------
assigned to such term in the Securities Act of 1933, as amended, including,
without limitation, any note, stock, treasury stock, bond, debenture, evidence
of indebtedness, certificate of interest or participation in any profit sharing
agreement, collateral-trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call, straddle, option, or privilege on
any security, certificate of deposit, or group or index of securities (including
any interest therein or based on the value thereof), or any put, call, straddle,
option, or privilege entered into on a national securities exchange relating to
a foreign currency, or, in general, any interest or instrument commonly known as
a 11 security", or any certificate of interest or participation in, temporary or
interim certificate for, receipt for, guarantee of, or warrant or right to
subscribe to, or option contract to purchase or sell any of the foregoing, and
futures, forward contracts and options thereon.

2.4 Portfolio Security. Portfolio Security will mean any security owned by
-------------------
the Fund.

2.5 Officers' Certificate. Officers' Certificate will mean, unless
----------------------
otherwise indicated, any request, direction, instruction, or certification in
writing signed by any two Authorized Persons of the Fund.
<PAGE>

2.6 Book-Entry System. Book-Entry System shall mean the Federal
------------------
Reserve-Treasury Department Book Entry System for United States government,
instrumentality and agency securities operated by the Federal Reserve Bank, its
successor or successors and its nominee or nominees.

2.7 Depository. Depository shall mean The Depository Trust Company ("DTC"),
-----------
a clearing agency registered with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934 ("Exchange Act"), its
successor or successors and its nominee or nominees. The term "Depository" shall
further mean and include any other person authorized to act as a depository
under the 1940 Act, its successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution of the Board.

2.8 Proper Instructions. Proper Instructions shall mean (i) instructions
--------------------
regarding the purchase or sale of Portfolio Securities, and payments and
deliveries in connection therewith, given by an -Authorized Person, such
instructions to be given in such form and manner as the Bank and the Fund shall
agree upon from time to time, and (ii) instructions (which may be continuing
instructions) regarding other matters signed or initialed by an Authorized
Person. Oral instructions will be considered Proper Instructions if the Bank
reasonably believes them to have been given by an Authorized Person. The Fund
shall cause all oral instructions to be promptly confirmed in writing. The Bank
shall act upon and comply with any subsequent Proper Instruction which modifies
a prior instruction and the sole obligation of the Bank with respect to any
follow-up or confirmatory instruction shall be to make reasonable efforts to
detect any discrepancy between the original instruction and such confirmation
and to report such discrepancy to the Fund. The Fund shall be responsible, at
the Fund's expense, for taking any action, including any reprocessing, necessary
to correct any such discrepancy or error, and to the extent such action requires
the Bank to act, the Fund shall give the Bank specific Proper Instructions as to
the action required. Upon receipt by the Bank of an Officers' Certificate as to
the authorization by the Board accompanied by a detailed description of
procedures approved by the Fund, Proper Instructions may include communication
effected directly between electro-mechanical or electronic devices provided that
the Board and the Bank agree in writing that such procedures afford adequate
safeguards for the Fund's assets.

3. Separate Accounts. If the Fund has more than one series or portfolio,
------------------
the Bank will segregate the assets of each series or portfolio to which this
Agreement relates into a separate account for each such series or portfolio
containing the assets of such series or portfolio (and all investment earnings
thereon). Unless the context otherwise requires, any reference in this Agreement
to any actions to be taken by the Fund shall be deemed to refer to the Fund
acting on behalf of one or more of its series, any reference in this Agreement
to any assets of the Fund, including, without limitation, any portfolio
securities and cash and earnings thereon, shall be deemed to refer only to
assets of the applicable series, any duty or obligation of the Bank hereunder to
the Fund shall be deemed to refer to duties and obligations with respect to such
individual series and any obligation or liability of the Fund hereunder shall be
binding only with respect to such individual series, and shall be discharged
only out of the assets of such series.

4. Certification as to Authorized Persons. The Secretary or Assistant
--------------------------------------
Secretary of the Fund will at all times maintain on file with the Bank his or
her certification to the Bank, in such form as may be acceptable to the Bank, of
(i) the names and signatures of the Authorized Persons and (ii) the names of the
members of the Board, it being understood that upon the occurrence of any change
in the information set forth in the most recent certification on file (including
without limitation any person named in the most recent certification who is no
longer an Authorized Person as designated therein), the Secretary or Assistant
Secretary of the Fund will sign a new or amended certification setting forth the
change and the new, additional or omitted names or signatures. The Bank will be
entitled to rely and act upon any

2
<PAGE>

Officers' Certificate given to it by the Fund which has been signed by
Authorized Persons named in the most recent certification received by the Bank.

5. Custody of Cash. As custodian for the Fund, the Bank will open and
----------------
maintain a separate account or accounts in the name of the Fund or in the name
of the Bank, as Custodian of the Fund, and will deposit to the account of the
Fund all of the cash of the Fund, except for cash held by a subcustodian
appointed pursuant to Sections 14.2 or 14.3 hereof, including borrowed funds,
delivered to the Bank, subject only to draft or order by the Bank acting
pursuant to the terms of this Agreement. Pursuant to the Bank's internal
policies regarding the management of cash accounts, the Bank may segregate
certain portions of the cash of the Fund into a separate savings deposit account
upon which the Bank reserves the right to require seven (7) days notice prior to
withdrawal of cash from such an account. Upon receipt by the Bank of Proper
Instructions (which may be continuing instructions) or in the case of payments
for redemptions and repurchases of outstanding shares of common stock of the
Fund, notification from the Fund's transfer agent as provided in Section 7,
requesting such payment, designating the payee or the account or accounts to
which the Bank will release funds for deposit, and stating that it is for a
purpose permitted under the terms of this Section 5, specifying the applicable
subsection, the Bank will make payments of cash held for the accounts of the
Fund, insofar as funds are available for that purpose, only as permitted in
subsections 5.1-5.9 below.

5.1 Purchase of Securities. Upon the purchase of securities for the Fund,
-----------------------
against contemporaneous receipt of such securities by the Bank or against
delivery of such securities to the Bank in accordance with generally accepted
settlement practices and customs in the jurisdiction or market in which the
transaction occurs registered in the name of the Fund or in the name of, or
property endorsed and in form for transfer to, the Bank, or a nominee of the
Bank, or receipt for the account of the Bank pursuant to the provisions of
Section 6 below, each such payment to be made at the purchase price shown on a
broker's confirmation (or transaction report in the case of Book Entry Paper (as
that term is defined in Section 6.6 hereof)) of purchase of the securities
received by the Bank before such payment is made, as confirmed in the Proper
Instructions received by the Bank before such payment is made.

5.2 Redemptions. In such amount as may be necessary for the repurchase or
------------
redemption of common shares of the Fund offered for repurchase or redemption in
accordance with Section 7 of this Agreement.

5.3 Distributions and Expenses of Fund. For the payment on the account of
----------------------------------
the Fund of dividends or other distributions to shareholders as may from time to
time be declared by the Board, interest, taxes, management or supervisory fees,
distribution fees, fees of the Bank for its services hereunder and reimbursement
of the expenses and liabilities of the Bank as provided hereunder, fees of any
transfer agent, fees for legal, accounting, and auditing services, or other
operating expenses of the Fund.

5.4 Payment in Respect of Securities. For payments in connection with the
---------------------------------
conversion, exchange or surrender of Portfolio Securities or securities
subscribed to by the Fund held by or to be delivered to the Bank.

5.5 Repayment of Loans. To repay loans of money made to the Fund, but, in
------------------
the case of final payment, only upon redelivery to the Bank of any Portfolio
Securities pledged or hypothecated therefor and upon surrender of documents
evidencing the loan;

3
<PAGE>

5.6 Repayment of Cash. To repay the cash delivered to the Fund for the
-----------------
purpose of collateralizing the obligation to return to the Fund certificates
borrowed from the Fund representing Portfolio Securities, but only upon
redelivery to the Bank of such borrowed certificates.

5.7 Foreign Exchange Transactions.
------------------------------

(a) For payments in connection with foreign exchange contracts or options
to purchase and sell foreign currencies for spot and future delivery
(collectively, "Foreign Exchange Agreements") which may be entered into by the
Bank on behalf of the Fund upon the receipt of Proper Instructions, such Proper
Instructions to specify the currency broker or banking institution (which may be
the Bank, or any other subcustodian or agent hereunder, acting as principal)
with which the contract or option is made, and the Bank shall have no duty with
respect to the selection of such currency brokers or banking institutions with
which the Fund deals or for their failure to comply with the terms of any
contract or option.

(b) In order to secure any payments in connection with Foreign Exchange
Agreements which may be entered into by the Bank pursuant to Proper
Instructions, the Fund agrees that the Bank shall have a continuing lien and
security interest, to the extent of any payment due under any Foreign Exchange
Agreement, in and to any property at any time held by the Bank for the Fund's
benefit or in which the Fund has an interest and which is then in the Bank's
possession or control (or in the possession or control of any third party acting
on the Bank's behalf). The Fund authorizes the Bank, in the Bank's sole
discretion, at any time to charge any such payment due under any Foreign
Exchange Agreement against any balance of account standing to the credit of the
Fund on the Bank's books.

5.8 Other Authorized Payments. For other authorized transactions of the
-------------------------
Fund, or other obligations of the Fund incurred for proper Fund purposes;
provided that before making any such payment the Bank will also receive a
certified copy of a resolution of the Board signed by an Authorized Person
(other than the Person certifying such resolution) and certified by its
Secretary or Assistant Secretary, naming the person or persons to whom such
payment is to be made, and either describing the transaction for which payment
is to be made and declaring it to be an authorized transaction of the Fund, or
specifying the amount of the obligation for which payment is to be made, setting
forth the purpose for which such obligation was incurred and declaring such
purpose to be a proper corporate purpose.

5.9 Termination: Upon the termination of this Agreement as hereinafter set
------------
forth pursuant to Section 8 and Section 16 of this Agreement.

6. Securities.
-----------

6.1 Segregation and Registration. Except as otherwise provided herein, and
-----------------------------
except for securities to be delivered to any subcustodian appointed pursuant to
Sections 14.2 or 14.3 hereof, the Bank as custodian will receive and hold
pursuant to the provisions hereof, in a separate account or accounts and
physically segregated at all times from those of other persons, any and all
Portfolio Securities which may now or hereafter be delivered to it by or for the
account of the Fund. All such Portfolio Securities will be held or disposed of
by the Bank for, and subject at all times to, the instructions of the Fund
pursuant to the terms of this Agreement. Subject to the specific provisions
herein relating to Portfolio Securities that are not physically held by the
Bank, the Bank will register all Portfolio Securities (unless otherwise directed
by Proper Instructions or an Officers' Certificate), in the name of a registered
nominee of the Bank as defined in the Internal Revenue Code and any Regulations
of the Treasury Department issued thereunder, and will execute and deliver all
such certificates in connection therewith as may be required by such laws or
regulations or under the laws of any state.

4
<PAGE>

The Fund will from time to time furnish to the Bank appropriate instruments
to enable it to hold or deliver in proper form for transfer, or to register in
the name of its registered nominee, any Portfolio Securities which may from time
to time be registered in the name of the Fund.

6.2 Voting and Proxies. Neither the Bank nor any nominee of the Bank will
-------------------
vote any of the Portfolio Securities held hereunder, except in accordance with
Proper Instructions or an Officers' Certificate. The Bank will execute and
deliver, or cause to be executed and delivered, to the Fund all notices, proxies
and proxy soliciting materials delivered to the Bank with respect to such
Securities, such proxies to be executed by the registered holder of such
Securities (if registered otherwise than in the name of the Fund), but without
indicating the manner in which such proxies are to be voted.

6.3 Corporate Action. If at any time the Bank is notified that an issuer of
-----------------
any Portfolio Security has taken or intends to take a corporate action (a
"Corporate Action") that affects the rights, privileges, powers, preferences,
qualifications or ownership of a Portfolio Security, including without
limitation, liquidation, consolidation, merger, recapitalization,
reorganization, reclassification, subdivision, combination, stock split or stock
dividend, which Corporate Action requires an affirmative response or action on
the part of the holder of such Portfolio Security (a "Response"), the Bank shall
notify the Fund promptly of the Corporate Action, the Response required in
connection with the Corporate Action and the Bank's deadline for receipt from
the Fund of Proper Instructions regarding the Response (the "Response
Deadline"). The Bank shall forward to the Fund via telecopier and/or overnight
courier all notices, information statements or other materials relating to the
Corporate Action promptly after receipt of such materials by the Bank.

(a) The Bank shall act upon a required Response only after receipt by the
Bank of Proper Instructions from the Fund no later than 5:00 p.m. on the date
specified as the Response Deadline and only if the Bank (or its agent or
subcustodian hereunder) has actual possession of all necessary Securities,
consents and other materials no later than 5:00 p.m. on the date specified as
the Response Deadline.

(b) The Bank shall have no duty to act upon a required Response if Proper
Instructions relating to such Response and all necessary Securities, consents
and other materials are not received by and in the possession of the Bank no
later than 5:00 p.m. on the date specified as the Response Deadline.
Notwithstanding, the Bank may, in its sole discretion, use its best efforts to
act upon a Response for which Proper Instructions and/or necessary Securities,
consents or other materials are received by the Bank after 5:00 p.m. on the date
specified as the Response Deadline, it being acknowledged and agreed by the
parties that any undertaking by the Bank to use its best efforts in such
circumstances shall in no way create any duty upon the Bank to complete such
Response prior to its expiration.

(c) In the event that the Fund notifies the Bank of a Corporate Action
requiring a Response and the Bank has received no other notice of such Corporate
Action, the Response Deadline shall be 48 hours prior to the Response expiration
time set by the depository processing such Corporate Action.

(d) Section 14.3(e) of this Agreement shall govern any Corporate Action
involving Foreign Portfolio Securities held by a Selected Foreign Sub-Custodian.

5
<PAGE>

6.4 Book-Entry System. Provided (i) the Bank has received a certified copy
------------------
of a resolution of the Board specifically approving deposits of Fund assets in
the Book-Entry System, and (ii) for any subsequent changes to such arrangements
following such approval, the Board has reviewed and approved the arrangement and
has not delivered an Officer's Certificate to the Bank indicating that the Board
has withdrawn its approval:

(a) The Bank may keep Portfolio Securities in the Book-Entry System
provided that such Portfolio Securities are represented in an account
("Account") of the Bank (or its agent) in such System which shall not include
any assets of the Bank (or such agent) other than assets held as a fiduciary,
custodian, or otherwise for customers;

(b) The records of the Bank (and any such agent) with respect to the Fund's
participation in the Book-Entry System through the Bank (or any such agent) will
identify by book entry the Portfolio Securities which are included with other
securities deposited in the Account and shall at all times during the regular
business hours of the Bank (or such agent) be open for inspection by duly
authorized officers, employees or agents of the Fund. Where securities are
transferred to the Fund's account, the Bank shall also, by book entry or
otherwise, identify as belonging to the Fund a quantity of securities in a
fungible bulk of securities (1) registered in the name of the Bank or its
nominee, or (11) shown on the Bank's account on the books of the Federal Reserve
Bank;

(c) The Bank (or its agent) shall pay for securities purchased for the
account of the Fund or shall pay cash collateral against the return of Portfolio
Securities loaned by the Fund upon (i) receipt of advice from the Book-Entry
System that such Securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Bank (or its agent) to reflect such
payment and transfer for the account of the Fund. The Bank (or its agent) shall
transfer securities sold or loaned for the account of the Fund upon

i) receipt of advice from the Book-Entry System that payment for
securities sold or payment of the initial cash collateral against the delivery
of securities loaned by the Fund has been transferred to the Account; and

(ii) the making of an entry on the records of the Bank (or its agent) to
reflect such transfer and payment for the account of the Fund. Copies of all
advices from the Book-Entry System of transfers of securities for the account of
the Fund shall identify the Fund, be maintained for the Fund by the Bank and
shall be provided to the Fund at its request. The Bank shall send the Fund a
confirmation, as defined by Rule 17f-4 of the 1940 Act, of any transfers to or
from the account of the Fund;

(d) The Bank will promptly provide the Fund with any report obtained by the
Bank or its agent on the Book-Entry System's accounting system, internal
accounting control and procedures for safeguarding securities deposited in the
Book-Entry System;

6.5 Use of a Depository. Provided (i) the Bank has received a certified copy
--------------------
of a resolution of the Board specifically approving deposits in DTC or other
such Depository and (ii) for any subsequent changes to such arrangements
following such approval, the Board has reviewed and approved the arrangement and
has not delivered an Officer's Certificate to the Bank indicating that the Board
has withdrawn its approval:

(a) The Bank may use a Depository to hold, receive, exchange, release,
lend, deliver and otherwise deal with Portfolio Securities including stock
dividends, rights and other items of like

6
<PAGE>

nature, and to receive and remit to the Bank on behalf of the Fund all income
and other payments thereon and to take all steps necessary and proper in
connection with the collection thereof;

(b) Registration of Portfolio Securities may be made in the name of any
nominee or nominees used by such Depository;

(c) Payment for securities purchased and sold may be made through the
clearing medium employed by such Depository for transactions of participants
acting through it. Upon any purchase of Portfolio Securities, payment will be
made only upon delivery of the securities to or for the account of the Fund and
the Fund shall pay cash collateral against the return of Portfolio Securities
loaned by the Fund only upon delivery of the Securities to or for the account of
the Fund; and upon any sale of Portfolio Securities, delivery of the Securities
will be made only against payment therefor or, in the event Portfolio Securities
are loaned, delivery of Securities will be made only against receipt of the
initial cash collateral to or for the account of the Fund; and

(d) The Bank shall use its best efforts to provide that:

(i) The Depository obtains replacement of any certificated
Portfolio Security deposited with it in the event such Security is lost,
destroyed, wrongfully taken or otherwise not available to be returned to the
Bank upon its request;

(ii) Proxy materials received by a Depository with respect to
Portfolio Securities deposited with such Depository are forwarded immediately to
the Bank for prompt transmittal to the Fund;

(iii) Such Depository promptly forwards to the Bank confirmation
of any purchase or sale of Portfolio Securities and of the appropriate book
entry made by such Depository to the Fund's account;

(iv) Such Depository prepares and delivers to the Bank such
records with respect to the performance of the Bank's obligations and duties
hereunder as may be necessary for the Fund to comply with the recordkeeping
requirements of Section 3 1 (a) of the 1940 Act and Rule 3 1 (a) thereunder; and

(v) Such Depository delivers to the Bank all internal accounting
control reports, whether or not audited by an independent public accountant, as
well as such other reports as the Fund may reasonably request in order to verify
the Portfolio Securities held by such Depository.

6.6 Use of Book-Entry System for Commercial Paper. Provided (i) the Bank
----------------------------------------------
has received a certified copy of a resolution of the Board specifically
approving participation in a system maintained by the Bank for the holding of
commercial paper in book-entry form ("Book-Entry Paper") and (ii) for each year
following such approval the Board has received and approved the arrangements,
upon receipt of Proper Instructions and upon receipt of confirmation from an
Issuer (as defined below) that the Fund has purchased such Issuer's Book-Entry
Paper, the Bank shall issue and hold in book-entry form, on behalf of the Fund,
commercial paper issued by issuers with whom the Bank has entered into a
book-entry agreement (the "Issuers"). In maintaining procedures for Book-Entry
Paper, the Bank agrees that:

(a) The Bank will maintain all Book-Entry Paper held by the Fund in an
account of the Bank that includes only assets held by it for customers;

7
<PAGE>

(b) The records of the Bank with respect to the Fund's purchase of
Book-Entry Paper through the Bank will identify, by book-entry, commercial paper
belonging to the Fund which is included in the Book-Entry System and shall at
all times during the regular business hours of the Bank be open for inspection
by duly authorized officers, employees or agents of the Fund;

(c) The Bank shall pay for Book-Entry Paper purchased for the account of
the Fund upon contemporaneous (i) receipt of advice from the Issuer that such
sale of Book-Entry Paper has been effected, and (ii) the making of an entry on
the records of the Bank to reflect such payment and transfer for the account of
the Fund;

(d) The Bank shall cancel such Book-Entry Paper obligation upon the
maturity thereof upon contemporaneous (i) receipt of advice that payment for
such Book-Entry Paper has been transferred to the Fund, and (ii) the making of
an entry on the records of the Bank to reflect such payment -for the account of
the Fund; and

(e) The Bank will send to the Fund such reports on its system of internal
accounting control with respect to the Book-Entry Paper as the Fund may
reasonably request from time to time.

6.7 Use of Immobilization Programs. Provided (i) the Bank has received a
------------------------------
certified copy of a resolution of the Board specifically approving the
maintenance of Portfolio Securities in an immobilization program operated by a
bank which meets the requirements of Section 26(a)(1) of the 1940 Act, and (ii)
for each year following such approval the Board has reviewed and approved the
arrangement and has not delivered an Officer's Certificate to the Bank
indicating that the Board has withdrawn its approval, the Bank shall enter into
such immobilization program with such bank acting as a subcustodian hereunder.

6.8 Eurodollar CDs. Any Portfolio Securities which are Eurodollar CDs may
---------------
be physically held by the European branch of the U.S. banking institution that
is the issuer of such Eurodollar CD (a "European Branch"), provided that such
Portfolio Securities are identified on the books of the Bank as belonging to the
Fund and that the books of the Bank identify the European Branch holding such
Portfolio Securities. Notwithstanding any other provision of this Agreement to
the contrary, except as stated in the first sentence of this subsection 6.8, the
Bank shall be under no other duty with respect to such Eurodollar CDs belonging
to the Fund.

6.9 Options and Futures Transactions.
---------------------------------

(a) Puts and Calls Traded on Securities Exchanges, NASDAQ or
Over-the-Counter.

i) The Bank shall take action as to put options ("puts") and call
options ("calls") purchased or sold (written) by the Fund regarding escrow or
other arrangements (i) in accordance with the provisions of any agreement
entered into upon receipt of Proper Instructions among the Bank, any broker-
dealer registered with the National Association of Securities Dealers, Inc. (the
"NASD"), and, if necessary, the Fund, relating to the compliance with the rules
of the Options Clearing Corporation and of any registered national securities
exchange, or of any similar organization or organizations.

(ii) Unless another agreement requires it to do so, the Bank shall
be under no duty or obligation to see that the Fund has deposited or is
maintaining adequate margin, if required, with any broker in connection with any
option, nor shall the Bank be under duty or obligation to present such option to
the broker for exercise unless it receives Proper Instructions from the Fund.
The Bank shall

8
<PAGE>

have no responsibility for the legality of any put or call purchased or sold on
behalf of the Fund, the propriety of any such purchase or sale, or the adequacy
of any collateral delivered to a broker in connection with an option or
deposited to or withdrawn from a Segregated Account (as defined in subsection 6.
10 below). The Bank specifically, but not by way of limitation, shall not be
under any duty or obligation to: (i) periodically check or notify the Fund that
the amount of such collateral held by a broker or held in a Segregated Account
is sufficient to protect such broker or the Fund against any loss; (ii) effect
the return of any collateral delivered to a broker; or (iii) advise the Fund
that any option it holds, has or is about to expire. Such duties or obligations
shall be the sole responsibility of the Fund.

(b) Puts, Calls and Futures Traded on Commodities Exchanges

(i) The Bank shall take action as to puts, calls and futures
contracts ("Futures") purchased or sold by the Fund in accordance with the
provisions of any agreement entered -into upon the receipt of Proper
Instructions among the Fund, the Bank and a Futures Commission Merchant
registered under the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any Contract Market, or
any similar organization or organizations, regarding account deposits in
connection with transactions by the Fund.

(ii) The responsibilities of the Bank as to futures, puts and calls
traded on commodities exchanges, any Futures Commission Merchant
account and the Segregated Account shall be limited as set forth in
subparagraph (a)(ii) of this Section 6.9 as if such subparagraph
referred to Futures Commission Merchants rather than brokers, and
Futures and puts and calls thereon instead of options.

6.10 Segregated Account. The Bank shall upon receipt of Proper Instructions
-------------------
establish and maintain a Segregated Account or Accounts for and on behalf of the
Fund.

(a) Cash and/or Portfolio Securities may be transferred into a
Segregated Account upon receipt of Proper Instructions in the following
circumstances:

(i) 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;

(ii) 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;

(iii) for the deposit of liquid assets, such as cash, U.S.
Government securities or other high grade debt obligations, having a market
value (marked to market on a daily basis) at all times equal to not less than
the aggregate purchase price due on the settlement dates of all the Fund's then
outstanding forward commitment or "when-issued" agreements relating to the
purchase of Portfolio Securities and all the Fund's then outstanding commitments
under reverse repurchase agreements entered into with broker-dealer firms;

(iv) for the purposes of compliance by the Fund with the
procedures required by Investment Company Act Release No. 10666, or any
subsequent release or releases of the Securities and Exchange Commission
relating to the maintenance of Segregated Accounts by registered investment
companies;
<PAGE>

(v) for other proper corporate purposes, but only, in the
case of this clause (v), upon receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board, or of the executive committee of
the Board 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.

(b) Cash and/or Portfolio Securities may be withdrawn from a
Segregated Account pursuant to Proper Instructions in the following
circumstances:

(i) with respect to assets deposited in accordance with the
provisions of any agreements referenced in (a)(i) or (a)(ii)
above, in accordance with the provisions of such agreements;

(ii) with respect to assets deposited pursuant to (a)(iii) or
(a)(iv) above, for sale or delivery to meet the Fund's obligations under
outstanding forward 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;

(v) for delivery upon settlement of a forward commitment or
when-issued agreement for the sale of Portfolio Securities; or

(vi) with respect to assets deposited pursuant to (a)(v) above,
in accordance with the purposes of such account as set forth in Proper
Instructions.

6.11 Interest Bearing Call or Time Deposits. The Bank shall, upon
---------------------------------------
receipt of Proper Instructions relating to the purchase by the Fund of
interest-bearing fixed-term and call deposits, transfer cash, by wire or
otherwise, in such amounts and to such bank or banks as shall be indicated in
such Proper Instructions. The Bank shall include in its records with respect to
the assets of the Fund appropriate notation as to the amount of each such
deposit, the banking institution with which such deposit is made (the "Deposit
Bank"), and shall retain such forms of advice or receipt evidencing the deposit,
if any, as may be forwarded to the Bank by the Deposit Bank. Such deposits shall
be deemed Portfolio Securities of the Fund and the responsibility of the Bank
therefore shall be the same as and no greater than the Bank's responsibility in
respect of other Portfolio Securities of the Fund.

6.12 Transfer of Securities. The Bank will transfer, exchange,
-----------------------
deliver or release Portfolio Securities held by it hereunder, insofar as such
Securities are available for such purpose, provided that before making any
transfer, exchange, delivery or release under this Section only upon receipt of
Proper Instructions. The Proper Instructions shall state that such transfer,
exchange or delivery is for a purpose permitted under the terms of this Section
6.12, and shall specify the applicable subsection, or describe the purpose of
the transaction with sufficient particularity to permit the Bank to ascertain
the applicable subsection. After receipt of such Proper Instructions, the Bank
will transfer, exchange, deliver or release Portfolio Securities only in the
following circumstances:

10
<PAGE>

(a) Upon sales of Portfolio Securities for the account of the Fund, against
contemporaneous receipt by the Bank of payment therefor in full, or against
payment to the Bank in accordance with generally accepted settlement practices
and customs in the jurisdiction or market in which the transaction occurs, each
such payment to be in the amount of the sale price shown in a broker's
confirmation of sale received by the Bank before such payment is made, as
confirmed in the Proper Instructions received by the Bank before such payment is
made;

(b) In exchange for or upon conversion into other securities alone or other
securities and cash pursuant to any plan of merger, consolidation,
reorganization, share split-up, change in par value, recapitalization or
readjustment or otherwise, upon exercise of subscription, purchase or sale or
other similar rights represented by such Portfolio Securities, or for the
purpose of tendering shares in the event of a tender offer therefor, provided,
however, that in the event of an offer of exchange, tender offer, or other
exercise of rights requiring the physical tender or delivery of Portfolio
Securities, the Bank shall have no liability for failure to so tender in a
timely manner unless such Proper Instructions are received by the Bank at least
two business days prior to the date required for tender, and unless the Bank (or
its agent or subcustodian hereunder) has actual possession of such Security at
least two business days prior to the date of tender;

(d) For the purpose of redeeming in-kind shares of the Fund upon
authorization from the Fund;

(e) In the case of option contracts owned by the Fund, for presentation to
the endorsing broker;

(f) When such Portfolio Securities are called, redeemed or retired or
otherwise become payable;

(g) For the purpose of effectuating the pledge of Portfolio Securities held
by the Bank in order to collateralize loans made to the Fund by any bank,
including the Bank; provided, however, that such Portfolio Securities will
be released only upon payment to the Bank for the account of the Fund of
the moneys borrowed, provided further, however, that in cases where
additional collateral is required to secure a borrowing already made, and
such fact is made to appear in the Proper Instructions, Portfolio
Securities may be released for that purpose without any such payment. In
the event that any pledged Portfolio Securities are held by the Bank, they
will be so held for the account of the lender, and after notice to the Fund
from the lender in accordance with the normal procedures of the lender and
any loan agreement between the fund and the lender that an event of
deficiency or default on the loan has occurred, the Bank may deliver such
pledged Portfolio Securities to or for the account of the lender;

(h) for the purpose of releasing certificates representing Portfolio
Securities, against contemporaneous receipt by the Bank of the fair market value
of such security, as set forth in the Proper Instructions received by the Bank
before such payment is made;

(i) for the purpose of delivering securities lent by the Fund to a bank or
broker dealer, but only against receipt in accordance with street delivery
custom except as otherwise provided herein, of adequate collateral as agreed
upon from time to time by the Fund and the Bank, and upon
<PAGE>

receipt of payment in connection with any repurchase agreement relating to such
securities entered into by the Fund;

(j) for other authorized transactions of the Fund or for other proper
corporate purposes; provided that before making such transfer, the Bank will
also receive a certified copy of resolutions of the Board, signed by an
authorized officer of the Fund (other than the officer certifying such
resolution) and certified by its Secretary or Assistant Secretary, specifying
the Portfolio Securities to be delivered, setting forth the transaction in or
purpose for which such delivery is to be made, declaring such transaction to be
an authorized transaction of the Fund or such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of such securities
shall be made; and

(k) upon termination of this Agreement as hereinafter set forth
pursuant to Section 8 and Section 16 of this Agreement.

As to any deliveries made by the Bank pursuant to this Section 6.12,
securities or cash receivable in exchange therefor shall be delivered to the
Bank.

7. Redemptions. In the case of payment of assets of the Fund held by the
------------
Bank in connection with redemptions and repurchases by the Fund of outstanding
common shares, the Bank will rely on notification by the Fund's transfer agent
of receipt of a request for redemption and certificates, if issued, in proper
form for redemption before such payment is made. Payment shall be made in
accordance with the Articles of Incorporation or Declaration of Trust and
By-laws of the Fund (the "Articles"), from assets available for said purpose.

8. Merger, Dissolution, etc. of Fund. In the case of the following
----------------------------------
transactions, not in the ordinary course of business, namely, the merger of the
Fund into or the consolidation of the Fund with another investment company, the
sale by the Fund of all, or substantially all, of its assets to another
investment company, or the liquidation or dissolution of the Fund and
distribution of its assets, the Bank will deliver the Portfolio Securities held
by it under this Agreement and disburse cash only upon the order of the Fund set
forth in an Officers' Certificate, accompanied by a certified copy of a
resolution of the Board authorizing any of the foregoing transactions. Upon
completion of such delivery and disbursement and the payment of the fees,
disbursements and expenses of the Bank, this Agreement will terminate and the
Bank shall be released from any and all obligations hereunder.

9. Actions of Bank Without Prior Authorization. Notwithstanding anything
--------------------------------------------
herein to the contrary, unless and until the Bank receives an Officers'
Certificate to the contrary, the Bank will take the following actions without
prior authorization or instruction of the Fund or the transfer agent:

9.1 Endorse for collection and collect on behalf of and in the name of the
Fund all checks, drafts, or other negotiable or transferable instruments or
other orders for the payment of money received by it for the account of the Fund
and hold for the account of the Fund all income, dividends, interest and other
payments or distributions of cash with respect to the Portfolio Securities held
thereunder;

9.2 Present for payment all coupons and other income items held by it for
the account of the Fund which call for payment upon presentation and hold the
cash received by it upon such payment for the account of the Fund;

9.3 Receive and hold for the account of the Fund all securities received
as a distribution on Portfolio Securities as a result of a stock dividend, share
split-up, reorganization, recapitalization,
<PAGE>

merger, consolidation, readjustment, distribution of rights and similar
securities issued with respect to any Portfolio Securities held by it hereunder.

9.4 Execute as agent on behalf of the Fund all necessary ownership and
other certificates and affidavits required by the Internal Revenue Code or the
regulations of the Treasury Department issued thereunder, or by the laws of any
state, now or hereafter in effect, inserting the Fund's name on such
certificates as the owner of the securities covered thereby, to the extent it
may lawfully do so and as may be required to obtain payment in respect thereof.
The Bank will execute and deliver such certificates in connection with Portfolio
Securities delivered to it or by it under this Agreement as may be required
under the provisions of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any State;

9.5 Present for payment all Portfolio Securities which are called,
redeemed, retired or -otherwise become payable, and hold cash received by it
upon payment for the account of the Fund; and

9.6 Exchange interim receipts or temporary securities for definitive
securities.

10. Collections and Defaults. The Bank will use reasonable efforts to
-------------------------
collect any funds which may to its knowledge become collectible arising from
Portfolio Securities, including dividends, interest and other income, and to
transmit to the Fund notice actually received by it of any call for redemption,
offer of exchange, right of subscription, reorganization or other proceedings
affecting such Securities. If Portfolio Securities upon which such income is
payable are in default or payment is refused after due demand or presentation,
the Bank will notify the Fund in writing of any default or refusal to pay within
two business days from the day on which it receives knowledge of such default or
refusal.

11. Maintenance of Records and Accounting Services. The Bank will maintain
-----------------------------------------------
records with respect to transactions for which the Bank is responsible pursuant
to the terms and conditions of this Agreement, and in compliance with the
applicable rules and regulations of the 1940 Act. The books and records of the
Bank pertaining to its actions under this Agreement and reports by the Bank or
its independent accountants concerning its accounting system, procedures for
safeguarding securities and internal accounting controls will be open to
inspection and audit at reasonable times by officers of or auditors employed by
the Fund and will be preserved by the Bank in the manner and in accordance with
the applicable rules and regulations under the 1940 Act.

The Bank shall perform fund accounting and shall keep the books of account
and render statements or copies from time to time as reasonably requested by the
Treasurer or any executive officer of the Fund.

The Bank shall assist generally in the preparation of reports to
shareholders and others, audits of accounts, and other ministerial matters of
like nature.

12. Fund Evaluation and Yield Calculation
-------------------------------------

12.1 Fund Evaluation. The Bank shall compute and, unless otherwise
----------------
directed by the Board, determine as of the close of regular trading on the New
York Stock Exchange on each day on which said Exchange is open for unrestricted
trading and as of such other days, or hours, if any, as may be authorized by the
Board, the net asset value and the public offering price of a share of capital
stock of the Fund, such determination to be made in accordance with the
provisions of the Articles and By-laws of the Fund and the Prospectus and
Statement of Additional Information relating to the Fund, as they may from time
to time be amended, and any applicable resolutions of the Board at the time in
force and applicable;
<PAGE>

and promptly to notify the Fund, the proper exchange and the NASD or such other
persons as the Fund may request of the results of such computation and
determination. In computing the net asset value hereunder, the Bank may rely in
good faith upon information furnished to it by any Authorized Person in respect
of (i) the manner of accrual of the liabilities of the Fund and in respect of
liabilities of the Fund not appearing on its books of account kept by the Bank,
(ii) reserves, if any, authorized by the Board or that no such reserves have
been authorized, (iii) the source of the quotations to be used in computing the
net asset value, (iv) the value to be assigned to any security for which no
price quotations are available, and (v) the method of computation of the public
offering price on the basis of the net asset value of the shares, and the Bank
shall not be responsible for any loss occasioned by such reliance or for any
good faith reliance on any quotations received from a source pursuant to (iii)
above.

12.2. Yield Calculation. The Bank will compute the performance results of
------------------
the Fund (the "Yield Calculation") in accordance with the provisions of Release
No. 33-6753 and Release No. ICJ 6245 (February 2, 1988) (the "Releases")
promulgated by the Securities and Exchange Commission, and any subsequent
amendments to, published interpretations of or general conventions accepted by
the staff of the Securities and Exchange Commission with respect to such
releases or the subject matter thereof ("Subsequent Staff Positions"), subject
to the terms set forth below:

(a) The Bank shall compute the Yield Calculation for the Fund for the
stated periods of time as shall be mutually agreed upon, and communicate in a
timely manner the result of such computation to the Fund.

(b) In performing the Yield Calculation, the Bank will derive the items
of data necessary for the computation from the records it generates and
maintains for the Fund pursuant Section 11 hereof. The Bank shall have no
responsibility to review, confirm, or otherwise assume any duty or liability
with respect to the accuracy or correctness of any such data supplied to it by
the Fund, any of the Fund's designated agents or any of the Fund's designated
third party providers.

(c) At the request of the Bank, the Fund shall provide, and the Bank
shall be entitled to rely on, written standards and guidelines to be followed by
the Bank in interpreting and applying the computation methods set forth in the
Releases or any Subsequent Staff Positions as they specifically apply to the
Fund. In the event that the computation methods in the Releases or the
Subsequent Staff Positions or the application to the Fund of a standard or
guideline is not free from doubt or in the event there is any question of
interpretation as to the characterization of a particular security or any aspect
of a security or a payment with respect thereto (e.g., original issue discount,
participating debt security, income or return of capital, etc.) or otherwise or
as to any other element of the computation which is pertinent to the Fund, the
Fund or its designated agent shall have the full responsibility for making the
determination of how the security or payment is to be treated for purposes of
the computation and how the computation is to be made and shall inform the Bank
thereof on a timely basis. The Bank shall have no responsibility to make
independent determinations with respect to any item which is covered by this
Section, and shall not be responsible for its computations made in accordance
with such determinations so long as such computations are mathematically
correct.

(d) The Fund shall keep the Bank informed of all publicly available
information and of any non-public advice, or information obtained by the Fund
from its independent auditors or by its personnel or the personnel of its
investment adviser, or Subsequent Staff Positions related to the computations to
be undertaken by the Bank pursuant to this Agreement and the Bank shall not be
deemed to have knowledge of such information (except as contained in the
Releases) unless it has been furnished to the Bank in writing.
<PAGE>

13. Additional Services. The Bank shall perform the additional services for
--------------------
the Fund as are set forth on Appendix C hereto. Appendix C may be amended from
---------- ----------
time to time upon agreement of the parties to include further additional
services to be provided by the Bank to the Fund, at which time the fees set
forth in Appendix B shall be appropriately increased.
----------

14. Duties of the Bank.
-------------------
14.1 Performance of Duties and Standard of Care. In performing its duties
-------------------------------------------
hereunder and any other duties listed on any Schedule hereto, if any, the Bank
will be entitled to receive and act upon the advice of independent counsel of
its own selection, which may be counsel for the Fund, and will be without
liability for any action taken or thing done or omitted to be done in accordance
with this Agreement in good faith in conformity with such advice.

The Bank will be under no duty or obligation to inquire into and will not
be liable for:

(a) the validity of the issue of any Portfolio Securities purchased by
or for the Fund, the legality of the purchases thereof or the propriety of the
price incurred therefor;

(b) the legality of any sale of any Portfolio Securities by or for the
Fund or the propriety of the amount for which the same are sold;

(c) the legality of an issue or sale of any common shares of the Fund
or the sufficiency of the amount to be received therefor;

(d) the legality of the repurchase of any common shares of the Fund or
the propriety of the amount to be paid therefor;

(e) the legality of the declaration of any dividend by the Fund or the
legality of the distribution of any Portfolio Securities as payment in kind of
such dividend; and

(f) any property or moneys of the Fund unless and until received by it,
and any such property or moneys delivered or paid by it pursuant to the terms
hereof.

Moreover, the Bank will not be under any duty or obligation to ascertain
whether any Portfolio Securities at any time delivered to or held by it for the
account of the Fund are such as may properly be held by the Fund under the
provisions of its Articles, By-laws, any federal or state statutes or any rule
or regulation of any governmental agency.

14.2 Agents and Subcustodians with Respect to Property of the Fund Held in
---------------------------------------------------------------------
the United States. The Bank may employ agents of its own selection in the
- ------------------
performance of its duties hereunder and shall be responsible for the acts and
omissions of such agents as if performed by the Bank hereunder. Without limiting
the foregoing, certain duties of the Bank hereunder may be performed by one or
more affiliates of the Bank.

Upon receipt of Proper Instructions, the Bank may employ subcustodians
selected by or at the direction of the Fund, provided that any such subcustodian
meets at least the minimum qualifications required by Section 17(f)(1) of the
1940 Act to act as a custodian of the Fund's assets with respect to property of
the Fund held in the United States. The Bank shall have no liability to the Fund
or any other person by reason of any act or omission of any such subcustodian
and the Fund shall indemnify the Bank and hold it harmless from and against any
and all actions, suits and claims, arising directly or indirectly
<PAGE>

out of the performance of any subcustodian. Upon request of the Bank, the Fund
shall assume the entire defense of any action, suit, or claim subject to the
foregoing indemnity. The Fund shall pay all fees and expenses of any
subcustodian.

14.3 Duties of the Bank with Respect to Property of the Fund Held Outside
--------------------------------------------------------------------
of the United States.
- ---------------------

(a) Appointment of Foreign Custody Manager.
---------------------------------------
(i) If the Fund has appointed the Bank Foreign Custody Manager (as
that term is defined in Rule 17f-5 under the 1940 Act), the Bank's duties and
obligations with respect to the Fund's Portfolio Securities and other assets
maintained outside the United States shall be, to the extent not set forth
herein, as set forth in the Delegation Agreement between the Fund and the Bank
(the "Delegation Agreement").

(ii) If the Fund has appointed any other person or entity Foreign
Custody Manager, the Bank shall act only upon Proper Instructions from the Fund
with regard to any of the Fund's Portfolio Securities or other assets held or to
be held outside of the United States, and the Bank shall be without liability
for any Claim (as that term is defined in Section 15 hereof) arising out of
maintenance of the Fund's Portfolio Securities or other assets outside of the
United States. The Fund also agrees that it shall enter into a written agreement
with such Foreign Custody Manager that shall obligate such Foreign Custody
Manager to provide to the Bank in a timely manner all information required by
the Bank in order to complete its obligations hereunder. The Bank shall not be
liable for any Claim arising out of the failure of such Foreign Custody Manager
to provide such information to the Bank.

(b) Segregation of Securities. The Bank shall identify on its books as
--------------------------
belonging to the Fund the Foreign Portfolio Securities held by each foreign
sub-custodian (each an "Eligible Foreign Custodian") selected by the Foreign
Custody Manager, subject to receipt by the Bank of the necessary information
from such Eligible Foreign Custodian if the Foreign Custody Manager is not the
Bank.

(c) Access of Independent Accountants of the Fund. If the Bank is the
----------------------------------------------
Fund's Foreign Custody Manager, upon request of the Fund, the Bank will use its
best efforts to arrange for the independent accountants of the Fund to be
afforded access to the books and records of any foreign banking institution
employed as an Eligible Foreign Custodian insofar as such books and records
relate to the performance of such foreign banking institution with regard to the
Fund's Portfolio Securities and other assets.

(d) Reports by Bank. If the Bank is the Fund's Foreign Custody Manager,
----------------
the Bank will supply to the Fund the reports required under the Delegation
Agreement.

(e) Transactions in Foreign Custody Account. Transactions with respect
----------------------------------------
to the assets of the Fund held by an Eligible Foreign Custodian shall be
effected pursuant to Proper Instructions from the Fund to the Bank and shall be
effected in accordance with the applicable agreement between the Foreign Custody
Manager and such Eligible Foreign Custodian. If at any time any Foreign
Portfolio Securities shall be registered in the name of the nominee of the
Eligible Foreign Custodian, the Fund agrees to hold any such nominee harmless
from any liability by reason of the registration of such securities in the name
of such nominee.

Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for Foreign Portfolio Securities received for the account
of the Fund and delivery of Foreign Portfolio Securities maintained for the
account of the Fund may be effected in accordance with the customary established
securities trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including, without
limitation, delivering securities to the purchaser
<PAGE>

thereof or to a dealer therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later payment for such
securities from such purchaser or dealer.

In connection with any action to be taken with respect to the Foreign
Portfolio Securities held hereunder, including, without limitation, the exercise
of any voting rights, subscription rights, redemption rights, exchange rights,
conversion rights or tender rights, or any other action in connection with any
other right, interest or privilege with respect to such Securities
(collectively, the "Rights"), the Bank shall promptly transmit to the Fund such
information in connection therewith as is made available to the Bank by the
Eligible Foreign Custodian, and shall promptly forward to the applicable
Eligible Foreign Custodian any instructions, forms or certifications with
respect to such Rights, and any instructions relating to the actions to be taken
in connection therewith, as the Bank shall receive from the Fund pursuant to
Proper Instructions. Notwithstanding the foregoing, the Bank shall have no
further duty or obligation with respect to such Rights, including, without
limitation, the determination of whether the Fund is entitled to participate in
such Rights under applicable U.S. and foreign laws, or the determination of
whether any action proposed to be taken with respect to such Rights by the Fund
or by the applicable Eligible Foreign Custodian will comply with all applicable
terms and conditions of any such Rights or any applicable laws or regulations,
or market practices within the market in which such action is to be taken or
omitted.

(f) Tax Law. The Bank shall have no responsibility or liability for any
--------
obligations now or hereafter imposed on the Fund or the Bank as custodian of the
Fund by the tax laws of any jurisdiction, and it shall be the responsibility of
the Fund to notify the Bank of the obligations imposed on the Fund or the Bank
as the custodian of the Fund by the tax law of any non-U.S. Jurisdiction,
including responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting. The sole
responsibility of the Eligible Foreign Custodian with regard to such tax law
shall be to use reasonable efforts to assist the Fund with respect to any claim
for exemption or refund under the tax law of jurisdictions for which the Fund
has provided such information.

14.4 Insurance. The Bank shall use the same care with respect to the
----------
safekeeping of Portfolio Securities and cash of the Fund held by it as it uses
in respect of its own similar property but it need not maintain any special
insurance for the benefit of the Fund.

14.5. Fees and Expenses of the Bank. The Fund will pay or reimburse the
------------------------------
Bank from time to time for any transfer taxes payable upon transfer of Portfolio
Securities made hereunder, and for all necessary proper disbursements, expenses
and charges made or incurred by the Bank in the performance of this Agreement
(including any duties listed on any Schedule hereto, if any) including any
indemnities for any loss, liabilities or expense to the Bank as provided above.
For the services rendered by the Bank hereunder, the Fund will pay to the Bank
such compensation or fees at such rate and at such times as shall be agreed upon
in writing by the parties from time to time. The Bank will also be entitled to
reimbursement by the Fund for all reasonable expenses incurred in conjunction
with termination of this Agreement.

14.6. Advances by the Bank. The Bank may, in its sole discretion, advance
---------------------
funds on behalf of the Fund to make any payment permitted by this Agreement upon
receipt of any proper authorization required by this Agreement for such payments
by the Fund. Should such a payment or payments, with advanced funds, result in
an overdraft (due to insufficiencies of the Fund's account with the Bank, or for
any other reason) this Agreement deems any such overdraft or related
indebtedness a loan made by the Bank to the Fund payable on demand. Such
overdraft shall bear interest at the current rate charged by the Bank for such
loans unless the Fund shall provide the Bank with agreed upon compensating
balances. The Fund agrees that the
<PAGE>

Bank shall have a continuing lien and security interest to the extent of any
overdraft or indebtedness or to the extent required by law, whichever is
greater, in and to any property at any time held by it for the Fund's benefit or
in which the Fund has an interest and which is then in the Bank's possession or
control (or in the possession or control of any third party acting on the Bank's
behalf). The Fund authorizes the Bank, in the Bank's sole discretion, at any
time to charge any overdraft or indebtedness, together with interest due
thereon, against any balance of account standing to the credit of the Fund on
the Bank's books.

15. Limitation of Liability.
------------------------
15.1 Notwithstanding anything in this Agreement to the contrary, in no
event shall the Bank or any of its officers, directors, employees or agents
(collectively, the "Indemnified Parties") be liable to the Fund or any third
party, and the Fund shall indemnify and hold the Bank and the Indemnified
Parties harmless from and against any and all loss, damage, liability, actions,
suits, claims, costs and expenses, including legal fees, (a "Claim") arising as
a result of any act or omission of the Bank or any Indemnified Party under this
Agreement, except for any Claim resulting solely from the negligence, willful
misfeasance or bad faith of the Bank or any Indemnified Party. Without limiting
the foregoing, neither the Bank nor the Indemnified Parties shall be liable for,
and the Bank and the Indemnified Parties shall be indemnified against, any Claim
arising as a result of:

(a) Any act or omission by the Bank or any Indemnified Party in good
faith reliance upon the terms of this Agreement, any Officer's Certificate,
Proper Instructions, resolution of the Board, telegram, telecopier, notice,
request, certificate or other instrument reasonably believed by the Bank to
genuine;

(b) Any act or omission of any subcustodian selected by or at the
direction of the Fund;

(c) Any act or omission of any Foreign Custody Manager other than the
Bank or any act or omission of any Eligible Foreign Custodian if the Bank is not
the Foreign Custody Manager;

(d) Any Corporate Action, distribution or other event related to
Portfolio Securities which, at the direction of the Fund, have not been
registered in the name of the Bank or its nominee;

(e) Any Corporate Action requiring a Response for which the Bank has
not received Proper Instructions or obtained actual possession of all necessary
Securities, consents or other materials by 5:00 p.m. on the date specified as
the Response Deadline;

(f) Any act or omission of any European Branch of a U.S. banking
institution that is the issuer of Eurodollar CDs in connection with any
Eurodollar CDs held by such European Branch;

(g) Information relied on in good faith by the Bank and supplied by any
Authorized Person in connection with the calculation of (i) the net asset value
and public offering price of the shares of capital stock of the Fund or (ii) the
Yield Calculation; or
<PAGE>

(h) Any acts of God, earthquakes, fires, floods, storms or other
disturbances of nature, epidemics, strikes, riots, nationalization,
expropriation, currency restrictions, acts of war, civil war or terrorism,
insurrection, nuclear fusion, fission or radiation, the interruption, loss or
malfunction of utilities, transportation or computers (hardware or software) and
computer facilities, the unavailability of energy sources and other similar
happenings or events.

15.2 Notwithstanding anything to the contrary in this Agreement, in no
event shall the Bank or the Indemnified Parties be liable to the Fund or any
third party for lost profits or lost revenues or any special, consequential,
punitive or incidental damages of any kind whatsoever in connection with this
Agreement or any activities hereunder.

16. Termination.
------------

16.1 The tern of this Agreement shall be three years commencing upon the
date hereof (the "Initial Term"), unless earlier terminated as provided herein.
After the expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive three-year terms (each a "Renewal Term")
unless notice of non-renewal is delivered by the non-renewing party to the other
party no later than ninety days prior to the expiration of the Initial Term or
any Renewal Term, as the case may be.

(a) Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term or any Renewal Term in the event the other party
violates any material provision of this Agreement, provided that the
non-violating party gives written notice of such violation to the violating
party and the violating party does not cure such violation within 90 days of
receipt of such notice.

16.2 In the event of the termination of this Agreement, the Bank will
immediately upon receipt or transmittal, as the case may be, of notice of
termination, commence and prosecute diligently to completion the transfer of all
cash and the delivery of all Portfolio Securities duly endorsed and all records
maintained under Section 11 to the successor custodian when appointed by the
Fund. The obligation of the Bank to deliver and transfer over the assets of the
Fund held by it directly to such successor custodian will commence as soon as
such successor is appointed and will continue until completed as aforesaid. If
the Fund does not select a successor custodian within ninety (90) days from the
date of delivery of notice of termination the Bank may, subject to the
provisions of subsection 16.3, deliver the Portfolio Securities and cash of the
Fund held by the Bank to a bank or trust company of the Bank's own selection
which meets the requirements of Section 17(f)(1) of the 1940 Act and has a
reported capital, surplus and undivided profits aggregating not less than
$2,000,000, to be held as the property of the Fund under terms similar to those
on which they were held by the Bank, whereupon such bank or trust company so
selected by the Bank will become the successor custodian of such assets of the
Fund with the same effect as though selected by the Board. Thereafter, the Bank
shall be released from any and all obligations under this Agreement.

16.3 Prior to the expiration of ninety (90) days after notice of
termination has been given, the Fund may furnish the Bank with an order of the
Fund advising that a successor custodian cannot be found willing and able to act
upon reasonable and customary terms and that there has been submitted to the
shareholders of the Fund the question of whether the Fund will be liquidated or
will function without a custodian for the assets of the Fund held by the Bank.
In that event the Bank will deliver the Portfolio Securities and cash of the
Fund held by it, subject as aforesaid, in accordance with one of such
alternatives which may be approved by the requisite vote of shareholders, upon
receipt by the Bank of a copy of the minutes of the meeting of shareholders at
which action was taken, certified by the Fund's Secretary and an opinion of
counsel to the Fund in form and content satisfactory to the Bank. Thereafter,
the Bank shall be released from any and all obligations under this Agreement.
<PAGE>

16.4 The Fund shall reimburse the Bank for any reasonable expenses
incurred by the Bank in connection with the termination of this Agreement.

16.5 At any time after the termination of this Agreement, the Fund may,
upon written request, have reasonable access to the records of the Bank relating
to its performance of its duties as custodian.

17. Confidentiality. Both parties hereto agree than any non-public
----------------
information obtained hereunder concerning the other party is confidential and
may not be disclosed without the consent of the other party, except as may be
required by applicable law or at the request of a governmental agency. The
parties further agree that a breach of this provision would irreparably damage
the other party and accordingly agree that each of them is entitled, in addition
to all other remedies at law or in equity to an injunction or injunctions
without bond or other security to prevent breaches of this provision.

18. Notices. Any notice or other instrument in writing authorized or
--------
1required by this Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and delivered via (I) United
States Postal Service registered mail, (ii) telecopier with written
confirmation, (iii) hand delivery with signature to such party at its office at
the address set forth below, namely:

(a) In the case of notices sent to the Fund to:

[ ]

(b) In the case of notices sent to the Bank to:

Investors Bank & Trust Company
200 Clarendon Street, P.O. Box 9130
Boston, Massachusetts 02117-9130
Attention: Stephen Peacock, Client Manager
With a copy to: John E. Henry, General Counsel

or at such other place as such party may from time to time designate in
writing.

19. Amendments. This Agreement may not be altered or amended, except by an
-----------
instrument in writing, executed by both parties.

20. Parties. This Agreement will be binding upon and shall inure to the
--------
benefit of the parties hereto and their respective successors and assigns;
provided, however, that this Agreement will not be assignable by the Fund
without the written consent of the Bank or by the Bank without the written
consent of the Fund, authorized and approved by its Board; and provided further
that termination proceedings pursuant to Section 16 hereof will not be deemed to
be an assignment within the meaning of this provision.

21. Governing Law. This Agreement and all performance hereunder will be
--------------
governed by the laws of the Commonwealth of Massachusetts, without regard to
conflict of laws provisions.

22. Counterparts. This Agreement may be executed in any number of
-------------
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
<PAGE>

23. Entire Agreement. This Agreement, together with its Appendices,
-----------------
constitutes the sole and entire agreement between the parties relating to the
subject matter herein and does not operate as an acceptance of any conflicting
terms or provisions of any other instrument and terminates and supersedes any
and all prior agreements and undertakings between the parties relating to the
subject matter herein.

24. Limitation of Liability. The Bank agrees that the obligations assumed
-----------------------
by the Fund hereunder shall be limited in all cases to the assets of the Fund
and that the Bank shall not seek satisfaction of any such obligation from the
officers, agents, employees, trustees, or shareholders of the Fund.

25. Several Obligations of the Portfolios. This Agreement is an agreement
--------------------------------------
entered into between the Bank and the Fund with respect to each Portfolio. With
respect to any obligation of the Fund on behalf of any Portfolio arising out of
this Agreement, the Bank shall look for payment or satisfaction of -such
obligation solely to the assets of the Portfolio to which such obligation
relates as though the Bank had separately contracted with the Fund by separate
written instrument with respect to each Portfolio.

[Remainder of Page Intentionally Left Blank]
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first written above.

MML SERIES INVESTMENT FUND

By:______________________________
Name:____________________________
Title:___________________________

INVESTORS BANK & TRUST COMPANY

By:______________________________
Name:____________________________
Title:___________________________
<PAGE>

Appendices
----------
Appendix A Portfolios
Appendix B Fee Schedule
Appendix C Additional Services
<PAGE>

Appendix A

Portfolios
- ----------

MML Growth Equity Fund
MML Small Cap Growth Equity Fund

<PAGE>

Exhibit I(3)

OPINION AND

CONSENT OF

ROPES & GRAY

(as to the MML Small Cap Growth Equity Fund and MML Growth Equity Fund)
<PAGE>

April 28, 1999

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 each of MML
Growth Equity Fund and MML Small Cap Growth Equity 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.
<PAGE>

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, 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 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,

Ropes & Gray

<PAGE>

Exhibit I(4)

CONSENT OF INDEPENDENT ACCOUNTANTS,

PRICEWATERHOUSECOOPERS LLP.

(as to the MML Small Cap Growth Equity Fund and MML Growth Equity Fund)
<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees of
MML Series Investment Fund

We consent to the incorporation by reference in this Post-Effective Amendment
No. 42 to the Registration Statement No. 2-39334 of MML Series Investment Fund
on Form N-1A (File No. 811-2224) of our report dated February 25, 1999, on our
audit of the financial statements and financial highlights of MML Equity Fund,
MML Money Market Fund, MML Managed Bond Fund, MML Blend Fund, MML Equity Index
Fund, and MML Small Cap Value Equity Fund, which are components of MML Series
Investment Fund. We also consent to the reference to our Firm under the caption
"Experts" in the Statement of Additional Information.

Springfield, Massachusetts
April 29, 1999

<PAGE>

Exhibit I(6)

POWERS OF ATTORNEY for

MICHAEL D. HAYS, Chief Financial Officer, RICHARD H. AYERS, Trustee
DAVID E.A. CARSON, Trustee, RICHARD W. GREENE, Trustee
BEVERLY L. HAMILTON, Trustee, F. WILLIAM MARSHALL, Trustee
<PAGE>

POWER OF ATTORNEY
-----------------

The Undersigned, Chief Financial Officer of MML Series Investment Fund
(the "Trust"), does hereby constitute and appoint Stephen L. Kuhn, Jaqueline M.
Hummel and J.B. Kittredge, and each of them individually, as his true and lawful
attorneys and agents.

Such attorneys and agents shall have full power of substitution and to
take any and all action and execute any and all instruments on the Undersigned's
behalf as Chief Financial Officer of the Trust that said attorneys and agents
may deem necessary or advisable to enable the Trust to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of the Trust to be
offered by the Trust. It specifically authorizes such attorneys and agents to
sign the Undersigned's name on his behalf as Chief Financial Officer to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents, or instruments.

The Undersigned hereby ratifies and confirms all that said attorneys
and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the undersigned has set his hand this 8th day of February,
1999.

/s/ Michael D. Hays
- -----------------------
Michael D. Hays
Chief Financial Officer

Witness:

/s/ Anne V. Moszynski
- ---------------------
<PAGE>

POWER OF ATTORNEY
-----------------

The Undersigned, Trustee of MML Series Investment Fund (the "Trust"),
does hereby constitute and appoint Stephen L. Kuhn, Jaqueline M. Hummel and J.B.
Kittredge, and each of them individually, as his true and lawful attorneys and
agents.

Such attorneys and agents shall have full power of substitution and to
take any and all action and execute any and all instruments on the Undersigned's
behalf as Trustee of the Trust that said attorneys and agents may deem necessary
or advisable to enable the Trust to comply with the Securities Act of 1933, as
amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the
"1940 Act"), and any rules, regulations, orders or other requirements of the
Securities and Exchange Commission (the "Commission") thereunder. This power of
attorney applies to the registration, under the 1933 Act and the 1940 Act, of
shares of beneficial interest of the Trust to be offered by the Trust. It
specifically authorizes such attorneys and agents to sign the Undersigned's name
on his behalf as Trustee to the Registration Statements and to any instruments
or documents filed or to be filed with the Commission under the 1933 Act and the
1940 Act in connection with such Registration Statements, including any and all
amendments to such statements, documents, or instruments.

The Undersigned hereby ratifies and confirms all that said attorneys
and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the undersigned has set his hand this day of April, 1999.

/s/ Richard H. Ayers
- -----------------------
Richard H. Ayers
Trustee

Witness:

/s/ Suzanne L. Ayers
- ---------------------
<PAGE>

POWER OF ATTORNEY
-----------------

The Undersigned hereby ratifies and confirms all that said attorneys
and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the undersigned has set his hand this day of April, 1999.

/s/ David E.A. Carson
- -----------------------
David E.A. Carson
Trustee

Witness:

/s/ Nancy St. Pierie
- -----------------------
<PAGE>

POWER OF ATTORNEY
-----------------

The Undersigned hereby ratifies and confirms all that said attorneys
and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the undersigned has set his hand this day of April, 1999.

/s/ Richard W. Greene
- ----------------------------------
Richard W. Greene
Trustee

Witness:

/s/ Francis N. Greene
- ----------------------
<PAGE>

POWER OF ATTORNEY
-----------------

The Undersigned hereby ratifies and confirms all that said attorneys
and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the undersigned has set his hand this day of April, 1999.

/s/ Beverly L. Hamilton
- ------------------------
Beverly L. Hamilton
Trustee

Witness:

/s/ Lyman C. Hamilton, Jr.
- --------------------------
<PAGE>

POWER OF ATTORNEY
-----------------

The Undersigned hereby ratifies and confirms all that said attorneys
and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the undersigned has set his hand this day of April, 1999.

/s/ F. William Marshall
- -------------------------------------
F. William Marshall
Trustee

Witness:

/s/ Joan S. Lewandowski
- -------------------------------------

<PAGE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
TO SHAREHOLDERS OF MML SERIES INVESTMENT FUND FOR THE YEAR ENDED DECEMBER 31,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000067160
<NAME> MML SERIES INVESTMENT FUND
<SERIES>
<NUMBER> 1
<NAME> MML EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 1,891,199,458
<INVESTMENTS-AT-VALUE> 3,085,375,157
<RECEIVABLES> 21,405,599
<ASSETS-OTHER> 511
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,106,781,267
<PAYABLE-FOR-SECURITIES> 16,898,542
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 151,775,261
<TOTAL-LIABILITIES> 168,673,803
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,743,612,191
<SHARES-COMMON-STOCK> 74,956,036
<SHARES-COMMON-PRIOR> 66,682,603
<ACCUMULATED-NII-CURRENT> 7,107
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 312,467
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,194,175,699
<NET-ASSETS> 2,938,107,464
<DIVIDEND-INCOME> 57,978,788
<INTEREST-INCOME> 6,576,537
<OTHER-INCOME> 0
<EXPENSES-NET> 10,280,045
<NET-INVESTMENT-INCOME> 54,275,280
<REALIZED-GAINS-CURRENT> 94,862,149
<APPREC-INCREASE-CURRENT> 271,601,536
<NET-CHANGE-FROM-OPS> 420,738,965
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 54,285,000
<DISTRIBUTIONS-OF-GAINS> 94,537,870
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,903,059
<NUMBER-OF-SHARES-REDEEMED> 5,006,969
<SHARES-REINVESTED> 5,377,343
<NET-CHANGE-IN-ASSETS> 574,666,187
<ACCUMULATED-NII-PRIOR> 16,996
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 11,812
<GROSS-ADVISORY-FEES> 10,216,960
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,280,045
<AVERAGE-NET-ASSETS> 2,809,003,041
<PER-SHARE-NAV-BEGIN> 35.443
<PER-SHARE-NII> 0.724
<PER-SHARE-GAIN-APPREC> 5.016
<PER-SHARE-DIVIDEND> (0.724)
<PER-SHARE-DISTRIBUTIONS> (1.261)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 39.198
<EXPENSE-RATIO> 0.37
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT TO
SHAREHOLDERS OF MML SERIES INVESTMENT FUND FOR THE YEAR ENDED DECEMBER 31, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000067160
<NAME> MML SERIES INVESTMENT FUND
<SERIES>
<NUMBER> 2
<NAME> MML MONEY MARKET FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 179,325,017
<INVESTMENTS-AT-VALUE> 179,325,017
<RECEIVABLES> 4,105,599
<ASSETS-OTHER> 10,387
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 183,441,003
<PAYABLE-FOR-SECURITIES> 4,077,493
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 929,753
<TOTAL-LIABILITIES> 5,007,246
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 178,433,757
<SHARES-COMMON-STOCK> 178,433,757
<SHARES-COMMON-PRIOR> 141,165,385
<ACCUMULATED-NII-CURRENT> 14,087
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (11,997)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 178,433,757
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 8,412,554
<OTHER-INCOME> 0
<EXPENSES-NET> 743,005
<NET-INVESTMENT-INCOME> 7,669,549
<REALIZED-GAINS-CURRENT> (96)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 7,669,453
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,669,453)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 188,771,360
<NUMBER-OF-SHARES-REDEEMED> 159,080,164
<SHARES-REINVESTED> 7,577,176
<NET-CHANGE-IN-ASSETS> 37,268,372
<ACCUMULATED-NII-PRIOR> 13,560
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (13,560)
<GROSS-ADVISORY-FEES> 693,453
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 743,005
<AVERAGE-NET-ASSETS> 151,985,816
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.50
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (0.50)
<PER-SHARE-DISTRIBUTIONS> (0.50)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.491
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 248,132,243
<INVESTMENTS-AT-VALUE> 257,245,988
<RECEIVABLES> 6,205,244
<ASSETS-OTHER> 2,582
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 263,453,814
<PAYABLE-FOR-SECURITIES> 4,164,455
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,180,679
<TOTAL-LIABILITIES> 9,345,134
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 244,874,906
<SHARES-COMMON-STOCK> 20,173,153
<SHARES-COMMON-PRIOR> 16,545,756
<ACCUMULATED-NII-CURRENT> 120,030
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,113,744
<NET-ASSETS> 254,108,680
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 14,982,005
<OTHER-INCOME> 0
<EXPENSES-NET> 1,092,750
<NET-INVESTMENT-INCOME> 13,889,255
<REALIZED-GAINS-CURRENT> 1,157,167
<APPREC-INCREASE-CURRENT> 2,666,019
<NET-CHANGE-FROM-OPS> 17,712,441
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (13,769,225)
<DISTRIBUTIONS-OF-GAINS> (1,157,166)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,363,667
<NUMBER-OF-SHARES-REDEEMED> 1,816,564
<SHARES-REINVESTED> 1,080,294
<NET-CHANGE-IN-ASSETS> 48,792,782
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 705
<OVERDISTRIB-NII-PRIOR> 96,215
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,034,821
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,092,750
<AVERAGE-NET-ASSETS> 228,857,737
<PER-SHARE-NAV-BEGIN> 12.41
<PER-SHARE-NII> 0.756
<PER-SHARE-GAIN-APPREC> 0.236
<PER-SHARE-DIVIDEND> (0.749)
<PER-SHARE-DISTRIBUTIONS> (0.57)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.59
<EXPENSE-RATIO> 0.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM THE REPORT TO
SHAREHOLDERS OF MML SERIES INVESTMENT FOUND FOR THE YEAR ENDED DECEMBER 31, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000067160
<NAME> MML SERIES INVESTMENT FUND
<SERIES>
<NUMBER> 4
<NAME> MML BLEND FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 2,140,545,032
<INVESTMENTS-AT-VALUE> 2,990,606,154
<RECEIVABLES> 24,737,439
<ASSETS-OTHER> 2,606
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,015,346,199
<PAYABLE-FOR-SECURITIES> 21,472,744
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 179,184,545
<TOTAL-LIABILITIES> 200,657,289
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,964,351,614
<SHARES-COMMON-STOCK> 112,214,264
<SHARES-COMMON-PRIOR> 102,652,434
<ACCUMULATED-NII-CURRENT> 82,185
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 193,989
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 850,061,122
<NET-ASSETS> 2,814,688,910
<DIVIDEND-INCOME> 35,442,402
<INTEREST-INCOME> 70,820,208
<OTHER-INCOME> 0
<EXPENSES-NET> 10,325,081
<NET-INVESTMENT-INCOME> 95,937,529
<REALIZED-GAINS-CURRENT> 152,811,311
<APPREC-INCREASE-CURRENT> 109,417,834
<NET-CHANGE-FROM-OPS> 358,166,674
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (95,855,344)
<DISTRIBUTIONS-OF-GAINS> (152,423,440)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,180,424
<NUMBER-OF-SHARES-REDEEMED> 7,166,826
<SHARES-REINVESTED> 10,548,232
<NET-CHANGE-IN-ASSETS> 342,861,419
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 53,700
<OVERDIST-NET-GAINS-PRIOR> 140,182
<GROSS-ADVISORY-FEES> 10,258,331
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,325,081
<AVERAGE-NET-ASSETS> 2,814,104,104
<PER-SHARE-NAV-BEGIN> 24.08
<PER-SHARE-NII> 0.417
<PER-SHARE-GAIN-APPREC> 2.36
<PER-SHARE-DIVIDEND> (0.416)
<PER-SHARE-DISTRIBUTIONS> (1.358)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 25.083
<EXPENSE-RATIO> 0.371
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 25,048,465
<INVESTMENTS-AT-VALUE> 36,027,451
<RECEIVABLES> 550,481
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1,871
<TOTAL-ASSETS> 36,579,803
<PAYABLE-FOR-SECURITIES> 463,926
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46,600
<TOTAL-LIABILITIES> 510,526
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 25,042,705
<SHARES-COMMON-STOCK> 2,363,757
<SHARES-COMMON-PRIOR> 2,002,675
<ACCUMULATED-NII-CURRENT> 682
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 22,670
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,003,220
<NET-ASSETS> 36,069,277
<DIVIDEND-INCOME> 433,812
<INTEREST-INCOME> 9,179
<OTHER-INCOME> 0
<EXPENSES-NET> 145,796
<NET-INVESTMENT-INCOME> 297,195
<REALIZED-GAINS-CURRENT> 255,853
<APPREC-INCREASE-CURRENT> 6,831,658
<NET-CHANGE-FROM-OPS> 7,384,706
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (296,748)
<DISTRIBUTIONS-OF-GAINS> (239,134)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 333,870
<NUMBER-OF-SHARES-REDEEMED> (7,976)
<SHARES-REINVESTED> 35,188
<NET-CHANGE-IN-ASSETS> 11,867,514
<ACCUMULATED-NII-PRIOR> 235
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (54)
<GROSS-ADVISORY-FEES> 117,349
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 175,494
<AVERAGE-NET-ASSETS> 29,367,453
<PER-SHARE-NAV-BEGIN> 12.08
<PER-SHARE-NII> 0.13
<PER-SHARE-GAIN-APPREC> 3.28
<PER-SHARE-DIVIDEND> (0.13)
<PER-SHARE-DISTRIBUTIONS> (0.10)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.26
<EXPENSE-RATIO> 0.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
TO SHAREHOLDERS OF MML SERIES INVESTMENT FUND FOR THE YEAR ENDED DECEMBER 31,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000067160
<NAME> MML SERIES INVESTMENT FUND
<SERIES>
<NUMBER> 6
<NAME> MML SMALL CAP VALUE EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 10,332,136
<INVESTMENTS-AT-VALUE> 9,212,701
<RECEIVABLES> 79,284
<ASSETS-OTHER> 2,244,086
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,536,071
<PAYABLE-FOR-SECURITIES> 1,023,600
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 70,287
<TOTAL-LIABILITIES> 1,093,887
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11,838,877
<SHARES-COMMON-STOCK> 1,229,502
<SHARES-COMMON-PRIOR> 1,000,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 914
<ACCUMULATED-NET-GAINS> (276,344)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,119,435)
<NET-ASSETS> 10,442,184
<DIVIDEND-INCOME> 46,135
<INTEREST-INCOME> 30,115
<OTHER-INCOME> 0
<EXPENSES-NET> 39,727
<NET-INVESTMENT-INCOME> 36,523
<REALIZED-GAINS-CURRENT> (276,344)
<APPREC-INCREASE-CURRENT> (1,119,435)
<NET-CHANGE-FROM-OPS> (1,359,256)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 37,437
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,237,251
<NUMBER-OF-SHARES-REDEEMED> (7,749)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10,442,184
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 35,260
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 76,161
<AVERAGE-NET-ASSETS> 8,964,387
<PER-SHARE-NAV-BEGIN> 10
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> (1.51)
<PER-SHARE-DIVIDEND> (0.03)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.49
<EXPENSE-RATIO> 0.44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>