MML SERIES INVESTMENT FUND, 485APOS, 1999-02-16

MML SERIES INVESTMENT FUND
485APOS, 1999-02-16

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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. 41
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 26

MML SERIES INVESTMENT FUND

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

1295 State Street, Springfield, Massachusetts 01111
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including area code (413) 788-8411

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

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

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

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

[__] immediately upon filing pursuant to paragraph (b)
[__] on [date] pursuant to paragraph (b)
[__] 60 days after filing to pursuant to paragraph (a) of Rule 485
<PAGE>

[__] on [date] pursuant to paragraph (a)(1) of rule 485
[xx] 75 days after filing pursuant to paragraph (a)(2)
[__] on [date] pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

[__] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment

TO: THE SECURITIES AND EXCHANGE COMMISSION

Registrant submits this Post-Effective Amendment No. 41 to its Registration
Statement No. 2-39334 under the Securities Act of 1933 and this Amendment No. 26
to its Registration Statement No. 811-2224 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 Fund, MML Equity Index, MML Small Cap
Value Equity Fund, MML Growth Equity Fund and MML Small Cap Growth Equity Fund.
No other information relating to any other series of Registrant is amended or
superceded hereby.

We have elected to register an indefinite number of shares pursuant to
Regulation 24f-2 under the Investment Company Act of 1940. We filed our Rule
24f-2 notice for the period ended December 31, 1998, on April , 1999.
<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, to preserve capital and
to 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

About the 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
Summary of Principal Risks
Fee and Expenses

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

Investing in the Funds
Buying and Redeeming Shares
Determining Net Asset Value
Distribution and Taxation

Investment Performance

Financial Highlights

Appendix - Additional Investment

Policies and Risk Considerations

2
<PAGE>

Summary Information

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

For each Fund that has been in existence for more than one year, we have
provided 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) compare to returns of broad-based securities market indices.

Three funds, MML Growth Equity Fund, MML Small Cap Growth Equity Fund, and MML
Small Cap recently commenced operations, and consequently cannot provide annual
total return information. For these Funds, performance information is based on a
composite of portfolios managed with similar investment objectives by the
investment sub-adviser. The Performance Chart for these Funds reflects the
sub-adviser's composite 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 the publicly traded stock of
companies with market capitalizations greater than $2 billion and a history of
operations of five years or more.

MML Equity Fund 16.20% 19.66% 16.39%
- -----------------------------------------------------

S&P 500* 28.58% 24.70% 19.29%
- -----------------------------------------------------

* 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.

MML Equity Fund
Annual Performance

[BAR CHART APPEARS HERE]

Average Annual
Years Total Return
----- --------------
1989 23.04%
1990 -0.51%
1991 25.56%
1992 10.48%
1993 9.52%
1994 4.10%
1995 31.13%
1996 20.25%
1997 28.59%
1998 16.20%

Best Quarter: Q 12/31/98 16.16%

Worst Quarter: Q 9/30/90 11.66%
<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:

. commercial and other corporate obligations

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

. certificates evidencing participation in bank loans

. 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 that have
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.

Average Annual Total Returns
(for the periods ended December 31, 1998)
- -----------------------------------------------------
One Five Ten
Year Years Years
- -----------------------------------------------------
MML Money Market 5.16% 4.95% 5.41%
Fund
- -----------------------------------------------------

Lipper Taxable
Money Market Funds 4.86% 4.78% 5.22%
Index*
- -----------------------------------------------------

* 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%.
<PAGE>

MML Money Market Fund
Annual Performance

[BAR CHART APPEARS HERE]

Average Annual
Years Total Return
----- -------------
1989 9.16%
1990 8.12%
1991 6.01%
1992 3.48%
1993 2.75%
1994 3.84%
1995 5.58%
1996 5.01%
1997 5.18%
1998 5.16%

Best Quarter: Q 6/30/89 2.35%

Worst Quarter: Q 6/30/93 .67%
<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:

. domestic and foreign corporate bonds

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

. mortgage-backed and other asset-backed securities

. 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.

Average Annual Total Returns
(for the periods ended December 31, 1998)
- -----------------------------------------------------
One Five Ten
Year Years Years
- -----------------------------------------------------
MML Managed Bond 8.14% 7.07% 9.19%
Fund
- -----------------------------------------------------
Lehman Brothers
Government/ 9.46% 7.30% 9.33%
Corporate Index*
- -----------------------------------------------------

* 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.

MML Managed Bond Fund
Annual Performance

[BAR CHART APPEARS HERE]

Average Annual
Years Total Return
---- --------------
1989 12.83%
1990 8.37%
1992 16.66%
1992 7.31%
1993 11.61%
1994 -3.76%
1995 19.14%
1996 3.25%
1997 9.91%
1998 8.14%

Best Quarter: Q 6/30/89 6.81%

Worst Quarter: Q 3/31/94 3.43%
<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:

. Money Market Segment invests in accordance with the investment objectives and
policies of MML Money Market Fund.

. Bond Segment invests in accordance with the investment objective and policies
of MML Managed Bond Fund.

. Equity Segment invests in accordance with the investment objectives and
policies of MML Equity Fund.

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.

Average Annual Total
(for the periods ended December 31, 1998)
----------------------------------------------------
One Five Ten
Year Years Years
----------------------------------------------------
MML Blend Fund 13.56% 14.60% 13.70%
----------------------------------------------------
Lipper Balanced 15.09% 13.87% 13.32%
Fund Index*
----------------------------------------------------
S&P 500 Index** 33.77% 24.70% 19.29%
----------------------------------------------------
Lehman Brothers
Government/ 9.46% 7.30% 9.33%
Corporate Index***
----------------------------------------------------

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

**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.
<PAGE>

MML Blend Fund
Annual Performance

[BAR CHART APPEARS HERE]

Average Annual
Years Total Return
----- --------------
1989 19.96%
1990 2.37%
1991 24.00%
1992 9.36%
1993 9.70%
1994 2.48%
1995 23.28%
1996 13.95%
1997 20.89%
1998 13.56%

Best Quarter: Q 6/30/97 10.03%

Worst Quarter: Q 9/30/90 7.96%
<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:

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

. Standard & Poor's Depositary Recepts

. 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.

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

MML Equity Index Fund 28.22%
- -----------------------------------------------

S&P 500** 28.58%
- -----------------------------------------------

*MML Equity 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.

MML Equity Index Fund
Annual Performance

[BAR CHART APPEARS HERE]

Years Total Average Annual Return
1998 28.22%

Best Quarter: Q 12/30/98 21.2%

Worst Quarter: Q 9/30/98 -10.13%

10
<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.

Composite Performance of Similarly Managed Accounts

MML Small Cap Value Equity Fund commenced operations on June 1, 1998, and
therefore, data regarding the Fund's annual performance and average total
returns is not available.

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

Small Cap
Value
Accounts* [36.37%] [26.03%] [16.76%] [16.95%]
- --------------------------------------------------------------------------------

Russell 2000
Index** [22.36%] [22.34%] [16.40%] [15.76%]
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Bar Chart for Small Cap Value
- --------------------------------------------------------------------------------

*Performance shown 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 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. For a more detailed discussion, please refer to
"Investment Performance" in this Prospectus.

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

11
<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, as opposed to a top-down, 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 which it
considers well-run and poised for growth, particularly companies which
demonstrate:

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

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

. a strong management with a clearly defined strategy

. new products or services

The Fund may invest up to 30% of its net assets in foreign securities, including
companies in emerging markets, and may have exposure to foreign currencies
through its investment in these securities, 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.

Composite Performance of Similarly
Managed Funds*

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

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

Growth Equity 40.71% 36.86% 25.08% 21.59%
Accounts
- -----------------------------------------------------

S&P 500** 28.58% 24.70% 19.29%
- -----------------------------------------------------

12
<PAGE>

Composite of Growth Funds'
Annual Performance

[BAR CHART APPEARS HERE]

Years Average Annual total Return
1989 N/A
1990 2.15%
1991 89.27%
1992 4.56%
1993 11.16%
1994 7.95%
1995 38.08%
1996 15.19%
1997 32.95%
1998 25.85%

Best Quarter: Q 12/31/98 25.94%

Worst Quarter: Q 9/30/90 -25.22%

*Performance shown 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 the Fund. 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. For a more detailed discussion, please refer to
"Investment Performance" in this Prospectus.

**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.

13
<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 50% of the assets of the portfolio.

J.P. Morgan's 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.

Composite Performance of Similarly
Managed Funds*
- -----------------------------------------------------
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
- -----------------------------------------------------
Small Cap 25.85% 24.44% 23.49% N/A
Growth
Accounts
- -----------------------------------------------------
Russell 2000 -2.49% 11.88% N/A
Growth Index**
- -----------------------------------------------------

14
<PAGE>

Composite of Small Cap Growth Equity Funds'
Annual Performance

[BAR CHART APPEARS HERE]

Years Average Annual Total Return
1989 N/A
1990 2.15%
1991 89.27%
1992 4.56%
1993 11.16%
1994 7.95%
1995 38.08%
1996 15.19%
1997 32.95%
1998 25.85%
Best Quarter: Q 3/31/91 31.49%

Worst Quarter: Q 9/30/90 -18.09%

*Performance shown is a composite of portfolios managed by 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 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. For a more detailed discussion, please refer to
"Investment Performance" in this Prospectus.

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

15
<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.

. 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 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 interest
rate risk and market risk 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.

. 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
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 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

16
<PAGE>

honor their contractual commitments, and because a number of foreign
governments and other issuers are already in default.

. 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.

. 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 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.

. 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 Bond Fund and the Bond Segment of MML Blend
Fund may be subject to liquidity risk.

. 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.

. 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 industries. In addition, foreign securities
issuers are usually not 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 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 may also invest in these
foreign

17
<PAGE>

securities, subjecting this Fund to foreign investment risk.

. Currency Risk. MML Bond Fund, the Bond Segment of MML Blend Fund and MML
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.

. 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.

. 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.

. 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.

. Emerging Markets Risk. MML Growth Equity Fund and MML Small Cap Growth Equity
Fund may invest in emerging markets, subject to the applicable restrictions
on foreign investments, when the Sub-Adviser deems those investments are
consistent with the Fund's investment objectives and policies. 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.

18
<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>
- ------------------------------------------------------------------------------------------------------------------------------------

Pre Foreign Smaller Growth Emerging
Market Credit Management payment Liquidity Derivative Investment Currency Leveraging Company Company Markets
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
- ------------------------------------------------------------------------------------------------------------------------------------

MML Managed
Bond X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------

MML Blend Fund X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------

MML Equity
Index Fund X X X X X X
- ------------------------------------------------------------------------------------------------------------------------------------

MML Small Cap
Value Equity 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
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

19
<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 MML MML MML MML MM
Equity Money Managed MML Equity Small Cap MML Small Cap
Market Bond Blend Index Value Growth Growth
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Fund 0.0039% 0.0380% 0.0287% 0.0042% 0.1992% 0.6179% 0.25% 0.25%
Operating
Expenses
% of average
daily net
assets
- ------------------------------------------------------------------------------------------------------------------
Management Fees 0.3672% 0.4563% 0.4525% 0.3672% 0.3996% 0.6715% 0.80% 1.075%
- ------------------------------------------------------------------------------------------------------------------
Other Expenses -- -- -- -- -- -- -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 each expenses (other than the management fee,
interest, taxes brokerage commissions and extraordinarily expenses) in excess of
.11% of the average daily net asset values through April 30, 2000 for MML Equity
Fund, MML Money Market, MML Managed Bond, MML Blend, MML Small Cap Value Equity,
MML Growth and MML Small Cap Growth.

**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 MML MML MML MML MM
Equity Money Managed MML Equity Small Cap MML Small Cap
Market Bond Blend Index Value Growth Growth
- ------------------------------------------------------------------------------------------------------------------
<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 $256.61 $298.40 $387.47
- ------------------------------------------------------------------------------------------------------------------
5 Years $213.59 $283.77 $276.39 $213.81 $343.02 $446.05 $517.99 $670.65
- ------------------------------------------------------------------------------------------------------------------
10 Years $481.16 $637.09 $620.73 $481.67 $767.87 $993.63 $1,149.55 $1,477.05
- ------------------------------------------------------------------------------------------------------------------
</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.

20
<PAGE>

About The Investment 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 $[__] billion and assets under management
in excess of $[___] 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, .34%; MML
Managed Bond, .44%; MML Blend, .36%; MML Equity Index, .40%; MML Small Cap
Value, .39%.]

Mary Wilson Kibbe is the person principally responsible for the day-to-day
management of 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 and the Equity Segment of MML Blend Fund. Babson has provided
investment advice to individual and institutional investors for more than 50
years and manages more than $19 billion.

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 [ ] 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 [$ __ 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
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. Christian Felipe is primarily responsible for the day-to-day management
of the portfolio of MML Growth Equity Fund. Mr. Felipe has been a portfolio
manager with MFS since 1986. Mr. Felipe is a Senior Vice President of MFS and
manages other portfolios with similar objectives to the Fund.

21
<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 the day-to-day management of the portfolio of the Fund. Mr. Sarris
is currently a vice president and portfolio manager for Waddell & Reed and
assists Mr. Seferovich in the day-to-day management of the portfolio of the
Fund. 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.

22
<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 NAVs 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.

23
<PAGE>

Distributions and Taxation

Distributions

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

. 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.

. 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.

. 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.

24
<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.

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 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.

25
<PAGE>

Composite Performance of Similarly Managed Accounts

Babson also serves as the investment manager of other accounts that have
investment objectives, policies and strategies that are substantially similar to
those of MML Small Cap Value Equity Fund (collectively, the "Small Cap Value
Accounts"). The performance information shown for MML Small Cap Growth Value
Fund 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. The following table also shows the average
annual total return of the Russell 2000 Index for the same periods. The Russell
2000 Index is an unmanaged index that does not incur expenses and cannot be
purchased directly by investors.

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.

MML Growth Equity Fund and MML Small Cap Growth Equity Fund did not become
effective until May 3, 1999. Accordingly, there is no performance data for any
of those Funds.

Performance data shown for MML Growth Equity Fund 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. 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.

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

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%

One Year Three Year Five Year Ten Year
-------- ---------- --------- --------
41.62% 37.77% 26.00% 22.52%

Performance data shown for MML Small Cap Growth Equity Fund is based on an
equally-weighted average of the composite portfolios of each of the Fund's
Sub-Advisers. However, the composite performance of Waddell & Reed has been used
for the period prior to when J.P. Morgan managed accounts with an investment
objective, strategy and policies substantially similar to the Small Cap Growth
Equity Fund.

The J.P. Morgan portion 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

26
<PAGE>

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. The performance of
the private accounts may have been adversely affected if they had been
registered with the SEC.

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:

1989 1990 1991 1992 1993
---- ---- ---- ---- ----
N/A N/A N/A N/A N/A

1994 1995 1996 1997 1998
---- ---- ---- ---- ----
N/A 43.24% 25.34% 30.19% 2.14%

One Year Three Year Five Year Ten Year
-------- ---------- --------- --------
2.14% 18.56% N/A N/A

From January 1, 1996, the Waddell & Reed portion is based on a composite of
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 sub-advisor's Small Cap Composite on 4/1/89 through
12/31/95, performance is based on data of Small Cap style mutual fund portfolios
managed by the sub-advisor. 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.

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

1989 1990 1991 1992 1993
---- ---- ---- ---- ----
N/A 3.34% 90.46% 5.75% 12.35%

1994 1995 1996 1997 1998
---- ---- ---- ---- ----
13.2% 35.33% 7.81% 38.06% 56.1%

One Year Three Year Five Year Ten Year
-------- ---------- --------- --------
56.10% 32.45% 28.91% N/A

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.

27
<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 [_____________________], whose report, along
with the Funds' financial statements, are included in the Annual Report, which
is available on request.

[Insert Financial Highlight Tables Here]

28
<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:

. 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);

. facilitate selling securities for investment reasons;

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

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

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

. 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 Sector 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 Sectors of MML Blend
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 positions it may have as a
result of its purchases

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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

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 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:

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

. imperfect correlation between the prices of 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; and

. 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.

When Issued Securities

MML Growth Equity Fund and MML Small Cap Growth Equity Fund may purchase
securities on a "when-issued" or on a "forward delivery" basis, which means
securities will be delivered to the Fund at a future date beyond the settlement
date. A Fund will not have to pay for securities until they are delivered. While
waiting for delivery of the securities, the Fund will segregate sufficient
liquid assets to cover its commitments. Although the Funds do not intend to make
such purchases for speculative purposes, there are risks related to liquidity
and market fluctuations prior to the Fund taking delivery.

Options and Futures Contracts

MML Growth Equity Fund and MML Small Cap Growth Equity Fund may engage in
options

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<PAGE>

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 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 may 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

31
<PAGE>

delays in selling these securities at prices representing fair value.

Securities Lending

MML Managed Bond Fund, 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. Lending portfolio securities may involve the risk
of delay in recovery of the securities loaned or possible loss of rights in the
collateral should the borrower fail financially. Loans will be made only to
borrowers deemed by the Advisers to be of good standing.

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.

Roll Transactions

To take advantage of attractive financing opportunities in the mortgage market
and to enhance current income, MML Managed Bond Fund and MML Blend Fund may
engage in dollar roll transactions. A dollar roll transaction involves a sale by
a 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
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

When MML Equity Index Fund has cash reserves, it may invest in money market
instruments consisting 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 and MML Small Cap Growth Equity 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

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<PAGE>

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.

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).

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<PAGE>

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.

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:

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

. 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: [ ].

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

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

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TABLE OF CONTENTS
PAGE
----

GENERAL INFORMATION..........................................................

INVESTMENT PRACTICES OF THE FUNDS AND RELATED RISKS..........................

INVESTMENT RESTRICTIONS......................................................

MANAGEMENT OF MML TRUST......................................................

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES..........................

INVESTMENT MANAGEMENT AND OTHER SERVICES.....................................

BROKERAGE ALLOCATION AND PORTFOLIO TRANSACTIONS..............................

CAPITAL SHARES...............................................................

PURCHASE, REDEMPTION AND PRICING OF
SECURITIES BEING OFFERED...................................................

TAX STATUS...................................................................

CERTAIN TAX AND ACCOUNTING INFORMATION.......................................

INVESTMENT PERFORMANCE.......................................................

EXPERTS......................................................................

APPENDIX -- Securities Ratings...............................................

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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"); MML Growth Equity Fund ("MML Growth Equity"); MML Small Cap Growth
Equity Fund ("MML Small Cap Growth"); 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.
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

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<PAGE>

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 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 rations 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.

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Except when invested for defensive purposes, at least 80% of total invested
assets at market value at the time of a purchase will consists 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 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 condition 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

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<PAGE>

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.

The Equity Segment generally invests in equity-type securities in a
substantially 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

6
<PAGE>

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.

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 [ ]% 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

7
<PAGE>

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.

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

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

8
<PAGE>

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

9
<PAGE>

G. Small Cap Growth Equity

MML Small Cap Growth 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 investment 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
focusing on each company's business strategy and competitive environment. J.P.
Morgan seeks to buy stocks of companies that are ranked as undervalued or fairly
valued and are poised for long-term growth. While the Fund holds stocks in many
industries, it tends to emphasize industries with higher growth potential such
as technology, healthcare and consumer services.

The Fund's other investment sub-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, have active involvement of the founder-entrepreneur,
and demonstrate 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 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").

10
<PAGE>

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 so
purchased or sold are subject to market fluctuations, and no interest
accrues to the purchaser during this period. At the time of delivery, the
securities may be worth more or less than the purchase or sale price. 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, MML Growth Equity and MML Small Cap Equity also
may 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, MML
Growth Equity and MML Small Cap 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 transactions either to hedge the foreign currency risks
or to effectively convert the debt security to U.S. dollars.

11
<PAGE>

MML Small Cap Value, MML Growth Equity and MML Small Cap 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,
MML Growth Equity or MML Small Cap Equity believes 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, 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, MML
Growth Equity and 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

12
<PAGE>

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.

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<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 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 futures

14
<PAGE>

contract initial margin does not involve the borrowing of funds by a Fund
to 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

15
<PAGE>

and close out.

5. Call and Put Options

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

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<PAGE>

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 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 the
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.

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<PAGE>

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:

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

18
<PAGE>

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:

. 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.

J. Other Investment Practices

1. Repurchase Agreements -- MML Money Market, MML Managed Bond, MML Blend,
MML Equity Index, MML Small Cap Value, 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

19
<PAGE>

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 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, 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

20
<PAGE>

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
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 that 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, 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 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

21
<PAGE>

not listed on the New York Stock Exchange or the American Stock Exchange.

MML Small Cap Value 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.

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 respective 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, MML Growth Equity and MML Small Cap Growth Equity are
permitted to invest in foreign securities, but intend to invest in foreign
securities only if: (i) such securities are U.S. denominated; or (ii) if
such securities are not U.S. denominated, the Fund contemporaneously enters
into a foreign currency transaction to hedge the currency risk associated
with the particular foreign security. If 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, 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 come available. GDRs and
EDRs are typically issued by

22
<PAGE>

foreign depositaries and evidence 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 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.

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

23
<PAGE>

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 court 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 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

24
<PAGE>

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.

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,

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<PAGE>

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"), MML Money Market's
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 & 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.

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<PAGE>

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 than, 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 ML 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 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
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.

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<PAGE>

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.

MML Small Cap Value 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

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<PAGE>

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 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

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<PAGE>

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 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 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 and 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.

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 that shorten the weighted
average life of asset-backed securities and may 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.

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<PAGE>

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, provided that the Board has determined that to do so is
consistent with the Fund's investment objectives and policies, has adopted
reasonable guidelines for use by the Fund's Advisers, and provided further
that at the time of making such an investment or entering into such
transaction, such investments or instruments account for no 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 price with consideration also given to liquidity.

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<PAGE>

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 that from time
to time MML Money Market will take advantage of temporary disparities in
the yield relationships
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<PAGE>

among the different segments of the money markets 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 that 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
Managed Bond and MML Blend may engage in dollar roll transactions. A
dollar roll transaction involves a sale by a 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 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. 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. A 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, a 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 Funds 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.

III. INVESTMENT RESTRICTIONS

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<PAGE>

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 Fund, 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;

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<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 and MML
Blend, through the lending of portfolio securities with respect to not more
than [33]% of the total assets of each such 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 not
exceed 10% of the total assets of the Fund taken at cost, and (b) that
immediately after the

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<PAGE>

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

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
Fund

Investment restrictions that appear below or elsewhere in this Statement of
Additional Information and in the Prospectus which involve a maximum percentage
of securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after, and is caused by, an acquisition
or encumbrance of securities or assets or, or borrowings by or on behalf of, MML
Small Cap Value, MML Growth Equity and MML Small Cap Growth Equity. MML Small
Cap Value, MML Growth Equity and MML Small Cap Growth Equity will not:

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<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

38
<PAGE>

issuer.

Notwithstanding any fundamental investment restriction set forth above or the
Prospectus, MML Small Cap Value, 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, 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,
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, 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

39
<PAGE>

together with information on their age, address, positions with MML Trust,
principal occupations during the past five years and other principal business
affiliations.

Gary E. Wendlandt* Chairman, Chief Executive
1295 State Street Officer and Trustee of MML Trust
Springfield, MA 01111
Age: 48

Chief Investment Officer (since 1993) and Executive Vice President (since 1992),
MassMutual; Chairman (since 1995), President (1983-1995) and Trustee (since
1986), MassMutual Corporate Investors (closed-end investment company); Chairman
(since 1995), President (1988-1995) and Trustee, MassMutual Participation
Investors (closed-end investment company); Director (since 1996), Antares
Capital Corporation (finance company); Chairman (since 1996), HYP Management,
Inc. (managing member of MassMutual High Yield Partners II LLC) and MMHC
Investment, Inc. (investor in MassMutual High Yield Partners II LLC); Advisory
Board Member (since 1996), MassMutual High Yield Partners LLC (high yield bond
fund); President and Director (since 1995), DLB Acquisition Corporation (holding
company for investment advisers); Director (since 1991), Oppenheimer Acquisition
Corporation (holding company for investment advisers); Director (since 1994),
MassMutual Corporate Value Partners Limited (investor in debt and equity
securities) and MassMutual Corporate Value Limited (parent of MassMutual
Corporate Value Partners Limited); Chairman (since 1994) and Director (since
1993), MML Realty Management Corporation; Chairman (since 1994), Chief Executive
Officer (1994-1996), Cornerstone Real Estate Advisers, Inc. (wholly-owned real
estate investment adviser subsidiary of MassMutual Holding Trust); Director
(since 1992), Merrill Lynch Derivative Products, Inc.; Chairman and Chief
Executive Officer (since 1994), MassMutual Institutional Funds (open-end
investment company).

Ronald J. Abdow Trustee of MML Trust
1111 Elm Street
West Springfield, MA 01089
Age: 67

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).

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

40
<PAGE>

Richard H. Ayers Trustee of MML Trust
176 Sewall Road
Wolfreboro, NH 03894
Age: 56

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
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: 64

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

Richard G. Dooley* Vice Chairman and Trustee of MML Trust
1295 State Street
Springfield, MA 01111
Age: 69

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

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

41
<PAGE>

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: 63

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: 52

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).

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

Chairman (since 1999), SIS/Family 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), People's
Heritage Financial Group; 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).

42
<PAGE>

Charles J. McCarthy Trustee of MML Trust
181 Eton Road
Longmeadow, MA 01106
Age: 75

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

John H. Southworth Trustee of MML Trust
195 Eton Road
Longmeadow, MA 01106
Age: 71

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).

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

Chief Executive Director (since 1997), Executive Director (1996-1997), Senior
Vice President (1993-1996), MassMutual; President (since 1995), Executive Vice
President (1993-1995), MassMutual Corporate Investors and MassMutual
Participation Investors (closed-end investment companies); Director (since
1996), Antares 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), MassMutual
Institutional Funds (open-end investment company).

Michael D. Hays Chief Financial Officer of MML Trust
1295 State Street
Springfield, MA 01111
Age: 55

43
<PAGE>

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 1997), Senior Managing Director (1996-1997), Vice
President and Managing Director (1991-1996), MassMutual; Senior Vice President
(since 1996), HYP Management, Inc. (managing member of MassMutual High Yield
Partners 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 (1985-1994), Aetna
Life & Casualty (insurance company); Chief Financial Officer (since 1998), Vice
President (since 1996), MassMutual Corporate Investors and MassMutual
Participation Investors (closed-end investment companies); 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.

44
<PAGE>

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); President, MassMutual/Carlson CBO Incorporated;
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
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: 33

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.

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

45
<PAGE>

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>
===========================================================================================================
Name/Position Aggregate Compensation Total Compensation from
from MML Trust MML 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

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.

46
<PAGE>

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, .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 (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. For the period ended December 31, 1998, MassMutual paid
$36,434 for MML Small Cap Value. MassMutual had a similar agreement to bear the
expenses of MML Equity Index; however, that 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 million, and .25% on assets over
$1.5 billion. For the Management Agreement relating to MML Small Cap Growth,
MassMutual is paid a quarterly fee at the annual rate of 1.075% on the first

47
<PAGE>

$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 Investment Management Agreements also provide that MassMutual will perform
all administrative functions relating to the Fund. 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.

In 1997, MML Equity Index's total expenses were $99,423, of which $20,666 were
borne by MassMutual pursuant to a unilateral agreement by MassMutual to
reimburse certain expenses of the Fund. MassMutual's obligation to bear certain
expenses of MML Equity Index terminated April 30, 1998. During 1998,
MassMutual paid $29,698 under this agreement.

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

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 61,760 117,348.75
- -------------------------------------------------------------------------------------------------
MML Small Cap Value Equity 10,260,184 N/A N/A 35,260.43
Fund**
- -------------------------------------------------------------------------------------------------
</TABLE>

*MML Equity Index commenced operations on May 1, 1997. MML Growth Equity and
MML Small Cap Growth commenced operations on May 3, 1999.

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

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

48
<PAGE>

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 and the Equity Segment of MML Blend,
whereby Babson agreed to assume MassMutual's duties to manage the investment of
the assets of each of these Funds. Babson is located at One Memorial Drive,
Cambridge, Massachusetts 02142. As of December 31, 1998, Babson and its
employees managed approximately $[ ] and served as the investment adviser
or sub-adviser of [ ] other investment companies.

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, as of the close of each business day.
Additionally, Babson agreed to assume the expenses associated with fund
accounting for MML Equity, MML Small Cap Value 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
liability partnership. Mellon Bank, N.A. is the 99% limited partner and MMIP,
Inc. is the 1% general partner of Mellon Equity. As of December 31, 1998,
Mellon Equity and its employees

49
<PAGE>

managed approximately $[17] 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 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's investment sub-advisor, 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. As of February 28, 1998,
MFS had approximately $77.6 billion in assets under management.

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

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. 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 $275 billion in assets.

J.P. Morgan and Waddell & Reed both act as sub-adviser for MML Small Cap Growth.
Each sub-adviser will manage 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 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

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:

. _____________________, L.L.P., 2300 Tower Square, 1500 Main Street,
Springfield, Massachusetts 01101, is the independent accountant for each of
the Funds, providing 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, MML Blend, [MML Growth
Equity and MML Small Cap Growth Equity]. 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.

. 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.

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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.

VII. 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.

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 if the
Adviser determines in good faith that the greater commission is reasonable in
relation to the value of the brokerage and research services provided by the

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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 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
their Management Agreements with MML Small Cap Growth.

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 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

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$966,952.09, $1,252,897 and $794,996; and MML Blend $705,119.47, $777,304 and
$535,301. MML Small Cap Value 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 did
not commence operations until May 3, 1999. In 1998, $[___________] of MML
Trust's securities transactions involving $[_____________] 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 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

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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

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

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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 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.

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<PAGE>

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 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

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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

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 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

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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:

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

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Fund's total assets and no four investments represent more than 90% of the
Fund's total assets. A "safe harbor" is available to a separate account if it
meets the diversification tests applicable to registered investment companies
and not more than 55% of its assets constitute cash, cash items, government
securities and securities of other registered investment companies.

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

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

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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

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, MML Growth Equity
and MML Small Cap Growth 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.

63
<PAGE>

ERV = ending redeemable value at the end of the stated period
of a hypothetical $1,000 payment made at the beginning
of the stated period.

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

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%.

64
<PAGE>

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%.

MML Growth Equity and MML Small Cap Growth 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 ___________________, L.L.P., 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.

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

(2) 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).

(3) 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).

(4) 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).

(5) Investment Sub-Advisory Agreement for the MML Small Cap Value 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).

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

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

(8) 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) Custodian Agreement between Registrant, on behalf of MML Growth Equity
Fund, and Citibank. /1/.

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

(9) Custodian Agreement between Registrant, on behalf of MML Small Cap
Growth Equity Fund, and Citibank./1/

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 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) Consent of Ropes & Gray./1/

(5) Consents of Independent Accounts/1/.

(6) 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).

(7) Power of Attorney for Gary E. Wendlandt, incorporated by reference to
Exhibit 11(b) of Post-Effective Amendment No. 36 to Registrant's Registration
Statement on Form N-1A (as filed with the SEC via EDGAR).

(8) Power of Attorney for Michael D. Hays./1/

Exhibit J: Not Applicable.

Exhibit K: Not Applicable.

Exhibit L: Not Applicable.

Exhibit M: Not Applicable.

Exhibit N: Financial Data Schedules/1/.

/1/ To be filed by Amendment.

/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.
<PAGE>

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.

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.

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.

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

11. 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.

12. MassMutual Holding MSC, Inc., a Massachusetts corporation, which acts as a
holding company for MassMutual positions in investment entities organized
outside the United States. MassMutual Holding Company owns all the outstanding
shares of MassMutual Holding MSC, Inc. This subsidiary qualifies as a
"Massachusetts Security Corporation" under Chapter 63 of Massachusetts General
Laws.
<PAGE>

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

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

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

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

23. 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

<PAGE>

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.

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.
<PAGE>

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.

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

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

44. 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.

45. 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.

46. 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.

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

48. Cornerstone Office Management, LLC, a Delaware limited liability company
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.

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

50. CM Advantage, Inc., a Connecticut corporation that 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.

51. 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.

52. 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
<PAGE>

property in Houston, Texas, all the stock of which is owned by MassMutual
Holding Trust II.

53. 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.

54. 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.

55. 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.

56. 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.

57. 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.

58. 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.

59. 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.

60. 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.

61. 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.

62. 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.
<PAGE>

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

64. 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.

65. 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.

66. 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.

67. 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.

68. 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.

69. 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.

70. 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.

71. 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.

72. 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.

73. 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.

74. 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.
<PAGE>

75. 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.

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.

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.

8. MassMutual/Darby CBO, LLC, a Delaware limited liability Company that operates
as a fund investing in high yield debt securities of U.S. and emerging market
issuers. 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.

9. 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
<PAGE>

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.

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

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 (mining and marketing of coal for electric utility
and steel industries), One Pickwick Plaza, Greenwich, Connecticut.
<PAGE>

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

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

Senior Vice President and Assistant General Counsel, SBC Communications
Inc. (telecommunications), 175 East Houston, San Antonio, Texas; Director,
(since 1997) Citadel 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; 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.
<PAGE>

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 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.
<PAGE>

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

Retired as of 1998 from positions as Director and Member, Compensation,
Nominating and Audit Committees, The Vanguard Group of Investment Companies
including among others the following funds: Vanguard/Windsor Fund,
Vanguard/Wellington Fund, Vanguard/Morgan Growth Fund, Vanguard/Wellesley Income
Fund, Vanguard/Explorer Fund, Vanguard Municipal Bond Fund, Vanguard Fixed
Income Securities Fund, Vanguard Index Trust, Vanguard World Fund, Vanguard/Star
Fund, Vanguard Ginnie Mae Fund, Vanguard/Primecap Fund, Vanguard Convertible
Securities Fund, Vanguard Quantitative Fund, Vanguard/Trustees Commingled Equity
Fund, Vanguard/Trustees Commingled Fund-International, Vanguard Money Market
Trust, Vanguard/Windsor II, Vanguard Asset Allocation Fund and Vanguard Equity
Income Fund (principal offices, Drummers Lane, Valley Forge, Pennsylvania);
Director, Chairman of Retirement Benefits Committee and Pension Fund Investment
Review - USA and Canada and Member, Audit, Finance and Executive Committees, The
Great Atlantic & Pacific Tea Company, Inc. (operator of retail food stores), 2
Paragon Drive, Montvale, New Jersey; Director, Chairman of Nominating Committee
and Member, Compensation Committee, Knight-Ridder, Inc. (publisher of daily
newspapers and operator of cable television and business information systems),
One Herald Plaza, Miami, Florida; Director and Member, Compensation Committee,
Raytheon Company (electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Director and Member, Executive Committee and Chairman, Human
Resources and Independent Directors Committees, IKON Office 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, The Christiana Companies, Inc. (real estate
development); Director: SLX Energy, Inc. (oil and gas exploration); Member,
Advisory Committee, Venture Capital Fund, L.P. (principal offices, 700 North
Water Street, Milwaukee, Wisconsin) Director, Firstar Corporation (bank holding
company), 777 East Wisconsin Avenue, Milwaukee, Wisconsin; Director (1982-1997):
Grey Wolf Drilling Co. (contract oil and gas drilling), 2000 Post Oak Boulevard,
Houston, Texas; Director: Marshall Erdman and Associates, Inc. (design,
engineering, and construction firm), 5117 University Avenue, Madison, Wisconsin;
MGIC Investment Corporation (investment company), MGIC Plaza, 111 E. Kilbourn
Avenue, Milwaukee, Wisconsin; Ameritech, Inc. (regional holding company for
telephone companies), 30 South Wacker Drive, Chicago, Illinois; EVI, Inc., 5
Post Oak Park, Houston, Texas; Director (since 1997), Jefferies & Co.,
(financial services), 11100 Santa Monica Boulevard, Los Angeles, California;
Director (1984-1998), Firstar Bank, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin.

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

Retired: Consultant (1996-1997); Senior Executive Vice President (1996),
Lucent Technologies, Inc. (public telecommunications systems
<PAGE>

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;
Chairman, Executive Committee (since 1996), National Minority Supplier
Development Council, Inc., 15 West 39th Street, New York, New York.

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

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

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.
<PAGE>

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

PETER J. DABOUL, Executive Vice President

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

JOHN B. DAVIES, Executive Vice President

Executive Vice President of MassMutual; Director (since 1996), CM Assurance
Company, CM Benefit Insurance Company, C.M. Life Insurance Company and MML Bay
State Life Insurance Company (wholly-owned insurance company subsidiaries of
MassMutual); Director (since 1996), MassMutual Holding MSC, Inc. and Trustee
(since 1996), MassMutual Holding Trust II (wholly-owned holding company
subsidiaries of MassMutual Holding Company) (principal offices, 1295 State
Street, Springfield, Massachusetts); Director: Cornerstone Real Estate Advisers,
Inc. (wholly-owned real estate investment adviser subsidiary of MassMutual
Holding Company), One Financial Plaza, Suite 1700, Hartford, Connecticut; and
Life Underwriter Training Council, 7625 Wisconsin Avenue, Bethesda, Maryland.

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
<PAGE>

Executive Vice President (since 1997) of MassMutual, 1295 State Street,
Springfield, Massachusetts; Executive Vice President, Director and Chief
Operating Officer (1995-1997), David L. Babson and Company Incorporated
(wholly-owned investment advisory subsidiary of DLB Acquisition Corporation);
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.

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

Chief Investment Officer and Executive Vice President of MassMutual;
Chairman and Trustee, MassMutual Corporate Investors and MassMutual
Participation Investors (closed-end investment companies); MML Series Investment
Fund (open-end investment company); Chairman and Chief Executive Officer
MassMutual Institutional Funds (open-end investment company); Advisory Board
Member (since 1996), MassMutual High Yield Partners LLC (high yield bond fund);
Chairman (since 1996) and President (since 1997), MassMutual Holding MSC, Inc.
and MassMutual Holding Trust II (wholly-owned holding company subsidiaries of
MassMutual Holding Company); Chairman (since 1996) HYP Management, Inc.
(wholly-owned subsidiary of MassMutual Holding Trust II to act as managing
member of MassMutual High Yield Partners LLC); and MMHC Investment, Inc.
(wholly-owned subsidiary of MassMutual Holding Trust II); President and Trustee
(since 1996), MassMutual Holding Trust I wholly-owned holding company subsidiary
of MassMutual Holding Company);Vice Chairman and Director (since 1996),
MassMutual International Inc. (wholly-owned subsidiary of MassMutual Holding
Company to act as service provider for international insurance companies);
Director (since 1996), MassMutual International (Chile) S.A. and CM Advantage
Inc. (wholly-owned subsidiary of MassMutual Holding Trust II to act as general
partner in real estate limited partnerships); President and Director, DLB
Acquisition Corporation (holding company for investment advisers) and Director,
Oppenheimer Acquisition Corporation (parent of OppenheimerFunds, Inc., an
investment management company); Chairman, Chief Executive Officer, President and
Director, MassMutual Holding Company (wholly-owned holding company subsidiary of
MassMutual); Chairman and Director, MML Realty Management Corporation
(wholly-owned real estate management subsidiary of MassMutual Holding Company)
(principal offices, 1295 State Street, Springfield, Massachusetts); Director:
Merrill Lynch Derivative Products, Inc., World Financial Center, North Tower,
New York, New York; MassMutual Corporate Value Partners Limited (investor in
debt and equity securities) and MassMutual Corporate Value Limited (parent of
MassMutual Corporate Value Partners Limited) (principal offices, c/o BankAmerica
Trust and Banking Corporation, Box 1092, George Town, Grand Cayman, Cayman
Islands, British West Indies); Director, Mass Seguros de Vida, S.A., Huerfanos
No. 770, Santiago,
<PAGE>

Chile; President and Director, MassMutual International (Bermuda) Ltd.
(wholly-owned subsidiary of MassMutual Holding Company that distributes variable
insurance products in overseas markets), 41 Cedar Avenue, Hamilton, Bermuda;
Chairman (since 1996), Antares Capital Corporation (finance company), Chicago,
Illinois.

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

Executive Vice President and Chief Financial Officer (since 1997) of
MassMutual, 1295 State Street, Springfield, Massachusetts; Chief Financial
Officer (1996-1997), Healthsource, Hooksett, New Hampshire; 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 1996), 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
<PAGE>

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.

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
<PAGE>

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

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
<PAGE>

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 (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,
<PAGE>

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
theaforementioned 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 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
<PAGE>

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 superannuation 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
<PAGE>

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
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
<PAGE>

Robert A. Dennis and Geoffrey L. Kurinsky, 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 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

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.
<PAGE>

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

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
<PAGE>

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

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.
<PAGE>

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.

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
<PAGE>

or its predecessors, except as to persons who are directors and/or officers of
certain registered investment companies for which Waddell & Reed acts as
investment adviser, except for Mr. Ronald K. Richey. 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 TMK/United Funds, Inc.

Robert L. Hechler

Vice 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 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.

Theodore W. Howard

Vice President, Treasurer and Principal Accounting Officer of the funds in the
Fund Complex; Vice President of Waddell & Reed Services Company.

Sharon K. Pappas

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 & ReedDistributors, Inc.; Secretary and
Director of Waddell & Reed Financial, Inc.;formerly, Assistant General Counsel
of WRIMCO, Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc.,
Waddell & Reed Asset Management Company and Waddell & Reed Services Company.
Formerly, Director, Secretary and General Counsel of Waddell & Reed Asset
Management Company.
<PAGE>

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.

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.

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.

Louise D. Rieke

Vice President of four funds in the Fund Complex; Vice President of WRIMCO;
formerly, Vice President of Waddell & Reed Asset Management Company.

Grant P. Sarris Vice President of the Fund and 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.

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.

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; 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
<PAGE>

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

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

(With respect to its services as Sub-Advisor)
Mellon Equity Associates, LLP
500 Grant Street
Suite 3700
Pittsburgh, Pennsylvania 15258

(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 16th day of February, 1998.

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 16th day of February, 1998.

SIGNATURE: TITLE:

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

* Trustee
- ------------------------------
Richard G. Dooley

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

* Trustee
- ------------------------------
Ronald J. Abdow
<PAGE>

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

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

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

/s/ Michael D. Hays Chief Financial Officer
- ------------------------------
Michael D. Hays

/s/ Mark B. Ackerman Treasurer
- ------------------------------
Mark B. Ackerman

*By:
-------------------------
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 TRSUT 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.