EXHIBIT
B
FORM
of
AMENDMENT
TO
MML SERIES
INVESTMENT FUND
BY-LAWS
WHEREAS, the Trustees
and Shareholders of MML Series Investment Fund (the “Trust”)
approved an amendment to the Agreement and Declaration of Trust of the Trust
(the “Declaration of Trust”) with respect to the MML Equity Index
Fund to provide for multiple classes of shares of such series to be issued
by the Trustees;
WHEREAS, the Trustees
of the Trust now desire to amend the By-Laws of the Trust to conform the
By-Laws to the Declaration of Trust;
NOW, THEREFORE, the
By-Laws of the Trust are hereby amended as follows:
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1. Article X,
Section 10.1 is hereby replaced in its entirety with the
following:
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10.1. Determination of Net Asset Value
Per Share. Net asset value per share of each
series of shares or class of shares of the Trust shall mean: (i)
the value of all the assets of such series or class; (ii) less
total liabilities of such series or class; (iii) divided by the
number of shares of such series or class outstanding, in each case
at the time of each determination. The net asset value per share of each
series or class shall be determined as of the normal close of trading on
the New York Stock Exchange on each day on which such Exchange is open or
at such other times and on such other days as the Trustees may determine.
As of any time other than the normal close of trading on such Exchange,
the Trustees may cause the net asset value per share last determined to be
determined again in a similar manner or adjusted to reflect changes in
market values of securities in the portfolio, such adjustment to be made
on the basis of changes in selected security prices determined by the
Trustees to be relevant to the portfolio of such series or class or
in averages or in other standard and readily ascertainable market data,
and the Trustees may fix the time when such redetermined or adjusted net
asset value per share of each series or class shall become
effective.
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In valuing the
portfolio investments of any series or class for determination of
net asset value per share of such series or class, securities for
which market quotations are readily available shall be valued at prices
which, in the opinion of the Trustees or the person designated by the
Trustees to make the determination, most nearly represent the market value
of such securities, and other securities and assets shall be valued at
their fair value as determined by or pursuant to the direction of the
Trustees, which in the case of short-term debt obligations, commercial
paper and repurchase agreements may, but need not, be on the basis of
quoted yields for securities of comparable maturity, quality and type, or
on the basis of amortized cost. Expenses and liabilities of the Trust
shall be accrued on each day. Liabilities may include such reserves for
taxes, estimated accrued expenses and contingencies as the Trustees or
their designates may in their sole discretion deem fair and reasonable
under the circumstances. No accruals shall be made in respect of taxes on
unrealized appreciation of securities owned unless the Trustees shall
otherwise determine. Dividends payable by the Trust shall be deducted as
at the time of but immediately prior to the determination of net asset
value per share on the record date therefor.
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IN WITNESS WHEREOF, this
Amendment to the MML Series Investment Fund By-Laws is hereby adopted by the
Trustees as of the 1st day of May, 2000.
