MML SERIES INVESTMENT FUND, 485APOS, 2000-02-16

MML SERIES INVESTMENT FUND
485APOS, 2000-02-16

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

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

Post-Effective Amendment No. 43
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 28

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
Thomas M. Kinzler, 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
[__] 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. 43 to its Registration
Statement No. 2-39334 under the Securities Act of 1933 and this Amendment No. 28
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, MML Large Cap Value Fund, MML OTC 100
Fund, MML Emerging Growth 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information relating to any other series of Registrant is amended or superceded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 expect to file our
Rule 24f-2 notice for the period ended December 31, 1999, on or before March 31,
2000.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. The prospectus is not an +
+offer to sell these securities and is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED FEBRUARY 16, 2000
MML SERIES INVESTMENT FUND

This Prospectus describes the following Funds.

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

. MML Managed Bond Fundseeks 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 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 Large Cap Value Fund seeks both capital growth and income.

. 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 Index./1/

. 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 OTC 100 Fund seeks to approximate as closely as practicable (before
fees and expenses) the total return of the 100 largest publicly traded
over-the-counter common stocks.

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

. 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.

. MML Emerging Growth Fund seeks capital appreciation

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") S&P makes no representation regarding the
advisability of investing in the Fund.

PROSPECTUS

May 1, 2000

- 1 -
<PAGE>

<TABLE>
<CAPTION>
Table Of Contents Page

<S> <C>
Summary Information....................................................... 3

About the Funds

MML Money Market Fund.................................................. 4

MML Managed Bond Fund.................................................. 6

MML Blend Fund......................................................... 8

MML Equity Fund........................................................ 10

MML Large Cap Value Fund............................................... 12

MML Equity Index Fund.................................................. 14

MML Growth Equity Fund................................................. 16

MML OTC 100 Fund....................................................... 18

MML Small Cap Value Equity Fund........................................ 20

MML Small Cap Growth Equity Fund....................................... 22

MML Emerging Growth Fund............................................... 24

Summary of Principal Risks................................................ 26

About the Investment Adviser and Sub-Advisers

Massachusetts Mutual Life Insurance Company............................ 31

David L. Babson and Company Incorporated............................... 31

Massachusetts Financial Services Company............................... 32

J.P. Morgan Investment Management Inc.................................. 32

Waddell & Reed Investment Management Company........................... 32

Davis Selected Advisers, L.P. ......................................... 33

Deutsche Asset Management.............................................. 33

RS Investment Management, Inc. ........................................ 33

About the Shares -- Multiple Class Information............................ 34

Investing in the Funds.................................................... 35

Buying and Redeeming Shares............................................ 35

Determining Net Asset Value............................................ 35

Taxation and Distributions................................................ 36

Investment Performance.................................................... 38

Financial Highlights...................................................... 40

Appendix - Additional Investment Policies and Risk Considerations......... 48
</TABLE>

- 2 -
<PAGE>

Summary Information

The MML Series Investment Fund provides a broad range of investment choices
across the risk/return spectrum. The summary pages that follow describe each
Fund's:

. Investment objectives.

. Principal Investment Strategies and Risks. A "Summary of Principal Risks" of
investing in the Funds begins on page 26.

. Investment return over the past ten years, or since inception if less than
ten years old.

. Average annual total returns for the last one, five and ten year periods (or,
shorter periods for newer Funds) and how the Fund did against a comparable
broad-based index.

. Fees and Expenses.

Past Performance is not an indication of future performance. There is no
assurance that a Fund's investment objective will be achieved, and you can lose
money by investing in the Funds.

Important Notes about performance information for the Funds.

The MML Growth Equity Fund and the MML Small Cap Growth Equity Fund are new
Funds effective May 3, 1999. These Funds do not have returns for a full
calendar year. MML Large Cap Value Fund and MML Emerging Growth Fund are new
Funds effective May 1, 2000. These Funds do not have actual performance. For
all these Funds, the performance of the Sub-Adviser is provided based on a
composite of portfolios managed by the Sub-Adviser with similar investment
objectives as the Fund. The Performance Charts for those Sub-Advisers reflects
the Sub-Adviser's composite performance, adjusted for the expenses of the
particular Fund.

In all cases, investment returns assume the reinvestment of dividends and
capital gains distributions.

Important Note about 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 on the following pages under "Expense
Information" are meant to assist you in understanding these fees and expenses.
Each fee table shows a category of expenses called Annual Fund Operating
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.

- 3 -
<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 and Risks

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; and

. 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.

The Fund's policy is to invest 100% of its net assets in securities having the
highest rating of at least one nationally recognized statistical rating
organization or, if unrated, that the Fund's Sub-Adviser, David L. Babson and
Company Incorporated ("David L. Babson"), 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.

The Principal Risks of investing in the Fund are Market Risk, Credit Risk,
Management Risk, Derivative Risk and Leveraging Risk.

These Risks are described beginning on page 26.

Annual Performance*

The bar chart shows the risks of investing in the Fund because the returns vary
from year to year.

[CHART]

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%
1999 4.78%

During the periods shown above, the highest quarterly return was 1.99% for the
quarter ended June 30, 1990 and the lowest was .67% for the quarter ended June
30, 1993.

Average Annual Total Returns*

(for the periods ended December 31, 1999)

The table shows the risks of investing in the Fund because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
MML Money Market Fund 4.78% 5.14% 4.98%
Lipper Taxable Money Market Fund Index/\ 4.74% 5.10% 4.91%
</TABLE>

The Fund's 7-day yield on December 31, 1999 was 5.36%.

- 4 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
MML Money Market Fund
<S> <C>
Annual Fund Operating Expenses (expenses that are
deducted from Fund assets) (% of average net assets)
Management Fees .465%
Other Expenses .036%*
Total Annual Fund Operating Expenses(/1/) .501%
</TABLE>

* MassMutual has agreed to bear the expenses (other than the management fees,
interest, taxes, brokerage commissions and extraordinary expenses) in excess
of .11% of the average daily net asset values through April 30, 2001. Such
agreement cannot be terminated unilaterally by MassMutual.

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Examples

These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in each share class of the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the 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>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
MML Money Market $ 51 $161 $276 $622
</TABLE>

- 5 -
<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 and Risks

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; and

. money market securities, including commercial paper

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

The Fund's investment Sub-Adviser, David L. Babson, intends for the Fund's
duration to match (within 10%) of the duration of the Lehman Brothers Aggregate
Bond Index. The Fund has substituted the Lehman Brothers Aggregate Bond Index
for its previous benchmark, Lehman Brothers Government/Corporate Index, to
better reflect the Fund's strategy to match within 10% of the new Index.

The Principal Risks of investing in the Fund are Market Risk, Credit Risk,
Management Risk, Prepayment Risk, Liquidity Risk, Derivative Risk, Foreign
Investment Risk, Emerging Markets Risk, Currency Risk and Leveraging Risk.

These Risks are described beginning on page 26.

Annual Performance*

The bar chart shows the risks of investing in the Fund because the returns vary
from year to year.

[CHART]

1990 8.37%
1991 16.66%
1992 7.31%
1993 11.81%
1994 -3.76%
1995 19.14%
1996 3.25%
1997 9.91%
1998 8.14%
1999 -1.83%

During the periods shown above, the highest quarterly return was 6.64% for the
quarter ended June 30, 1995 and the lowest was -3.43% for the quarter ended
March 31, 1994.

Average Annual Total Returns*

(for the periods ended December 31, 1999)

The table shows the risks of investing in the Fund because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
MML Managed
Bond Fund -1.83% 7.50% 7.68%
Lehman Brothers Aggregate Bond Index -0.82% 7.73% 7.70%
Lehman Brothers
Government/
Corporate Bond Index/\ -2.15% 7.60% 7.65%
</TABLE>

* The Fund's returns shown are net of expenses, but do not reflect additional
fees and expenses that are deducted under the variable annuity or variable life
insurance contracts through which you invested in the Fund.
/\The Lehman Brothers Aggregate Bond Index is a unmanaged index of fixed rate
investment grade securities with at least one year to maturity, combining the
Lehman Brothers Government/Corporate Bond Index and the Mortgage-Backed
Securities Index. The Lehman Brothers Government/Corporate Bond Index, the
Fund's previous benchmark 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. Neither index incurs
expenses nor can they be purchased directly by investors.

- 6 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
MML Managed Bond Fund
<S> <C>
Annual Fund Operating Expenses (expenses that are
deducted from Fund assets) (% of average net assets)
Management Fees .474%
Other Expenses .024%*
Total Annual Fund Operating Expenses(/1/) .498%
</TABLE>

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
MML Managed Bond $51 $160 $275 $618
</TABLE>

- 7 -
<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 and Risks

The Fund's portfolio consists of three segments:

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

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

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

The Fund adjusts the mix of investments among these three market segments based
on the judgment of the Fund's Sub-Adviser, David L. Babson ("Babson"), 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.

These Risks are described beginning on page 26.

Annual Performance*

The bar chart shows the risks of investing in the Fund because the returns vary
from year-to-year.

[CHART]

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%
1999 -1.24%

During the periods shown above, the highest quarterly return was 10.03% for the
quarter ended June 30, 1997 and the lowest was -7.96% for the quarter ended
September 30, 1990.

Average Annual Total Returns*

(for the periods ended December 31, 1999)

The table shows the risks of investing in the Fund because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
MML Blend Fund -1.24% 13.75% 11.51%
S&P 500 Index/\ 21.04% 28.56% 18.21%
Lipper Balanced Fund Index/\ 8.98% 16.27% 12.14%
Lehman Brothers Aggregate Bond Index/\ -0.82% 7.73% 7.70%
Lehman Brothers Government/ Corporate Index/\ -2.15% 7.60% 7.65%
</TABLE>

The Fund's returns shown are net of expenses, but do not reflect additional
fees and expenses that are deducted under the variable annuity or variable life
insurance contracts through which you invested in the Fund.

/\ The S&P 500(R) Index, a widely recognized, unmanaged Index representative
of the largest capitalized U.S. companies. The Lehman Brothers Aggregate Bond
Index is an unmanaged index of fixed rate investment grade securities with at
least one year to maturity, combining the Lehman Brothers Government/Corporate
Bond Index and the Mortgage-Backed Securities Index. The Lehman Brothers
Government/Corporate Bond Index, the Fund's previous benchmark index, is an
unmanaged measure of major U.S. government and investment grade corporate bonds
with more than one year remaining until the scheduled payment of principal. The
Lipper Balanced Fund Index is an unmanaged, equally weighted measure of the 30
largest mutual funds within each of the investment objective categories for the
MML Blend Funds. The indices don't incur expenses and cannot be purchased
directly by investors.

- 8 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
MML Blend Fund
<S> <C>
Annual Fund Operating Expenses (expenses that are deducted
from Fund assets) (% of average net assets)
Management Fees .374%
Other Expenses .003%*
Total Annual Fund Operating Expenses(/1/) .377%
</TABLE>

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
MML Blend $39 $121 $209 $471
</TABLE>

- 9 -
<PAGE>

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 and Risks

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

The Principal Risks of investing in the Fund are Market Risk, Credit Risk,
Management Risk, Derivative Risk and Leveraging Risk.

These Risks are described beginning on page 26.

Annual Performance*

The bar chart shows the risks of investing in the Fund because the returns vary
from year to year.

[CHART]

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%
1999 -3.82%

During the periods shown above, the highest quarterly return was 16.16% for the
quarter ended December 31, 1998 and the lowest was -11.66% for the quarter
ended September 30, 1990.

Average Annual Total Returns*

(for the periods ended December 31, 1999)

The table shows the risks of investing in the Fund because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
MML Equity Fund -3.82% 17.78% 13.56%
S&P 500 Index/\ 21.04% 28.56% 18.21%
</TABLE>

*The Fund's returns shown are net of its expenses, but do not reflect
additional fees and expenses that are deducted under the variable annuity or
variable life insurance contracts through which you invest in the Fund.

/\ The S&P 500(R) is a widely recognized, unmanaged index of common stock of the
largest capitalized U.S. companies. The Index does not incur expenses and
cannot be purchased by investors.

- 10 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
MML Equity Fund
<S> <C>
Annual Fund Operating Expenses (expenses that are deducted
from Fund assets) (% of average net assets)
Management Fees .366%
Other Expenses .004%*
Total Annual Fund
Operating Expenses(/1/) .370%
</TABLE>

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Expenses

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
MML Equity $38 $119 $205 $462
</TABLE>

- 11 -
<PAGE>

MML Large Cap Value Fund

Investment Objective

This Fund seeks both capital growth and income.

Principal Investment Strategies and Risks

The Fund seeks to achieve its investment objective by selecting high quality,
large capitalization companies primarily in the S&P 500 Index(R). The Sub-
Advisor to the Fund, Davis Selected Advisers, L.P. ("Davis"), will invest
primarily in common stock of U.S. companies with market capitalizations of at
least $5 billion. The Fund's investment strategy is to select these companies
for the long-term.

The Fund may also invest in foreign securities and use derivatives as a hedge
against currency risks.

The Principal Risks of investing in the Fund are Market Risk, Credit Risk,
Management Risk, Derivative Risk, Foreign Investment Risk, Currency Risk,
Leveraging Risk and Growth Company Risk.

These Risks are described beginning on page 26.

Annual Performance

The Fund began operations May 1, 2000, and therefore has no performance
history. There will be risks of investing in the Fund because the returns would
be expected to vary from year-to-year.

Average Annual Total Returns

(for the period ended December 31, 1999)

Because this Fund is new, there is no table which shows how the Fund's returns
have deviated from the broad market.

- 12 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
MML Large Cap
Value Fund
<S> <C>
Annual Fund Operating Expenses (expenses that are deducted from
Fund assets) (% of average net assets)
Management Fees .850%
Other Expenses .110%*
Fee cap
Total Annual Fund
Operating Expenses(/1/) .960%
</TABLE>

(1) Annual Fund Operating Expenses and Total Annual Fund Operating Expenses are
based on estimated amounts for the first fiscal year of the Fund.

Expenses

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
MML Large Cap Value $98 $306
</TABLE>

Davis Prior Performance - Similar Accounts*

The bar chart illustrates the variability of returns achieved by Davis for its
similar accounts.

[CHART]

1990 -2.91%
1991 40.90%
1992 12.23%
1993 14.68%
1994 -2.27%
1995 40.01%
1996 27.49%
1997 34.65%
1998 14.94%
1999 17.92%

During the periods shown above, the highest quarterly return was 21.42% for the
quarter ended December 31, 1998 and the lowest was -14.51% for the quarter
ended September 30, 1998.

Davis Average Annual Total Returns for -Similar Accounts*

(for the periods ended December 31, 1999)

The table compares Davis investment results for similar accounts to that of an
index measuring the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
Davis Accounts 17.92% 26.64% 18.81%
S&P 500 Index/\ 21.04% 28.56% 18.21%
</TABLE>

* Performance shown is a composite of all portfolios managed by Davis with
similar investment objectives and policies and other significant client-imposed
restrictions, adjusted to reflect the fees and expenses of the Fund. Davis'
composite includes performance of Selected American Shares, which is registered
under the 1940 Act. The quoted performance does not represent the historical
performance of the MML Large Cap Value 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 Fund's returns shown are net of expenses, but do not reflect additional
fees and expenses that are deducted under the variable annuity or variable life
insurance contracts through which you invested in the Fund.

/\ The S&P 500(R) Index is a widely recognized, unmanaged index representative
of the largest capitalized U.S. companies. The Index does not incur expenses
and cannot be purchased directly by investors.

- 13 -
<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 the S&P 500 Index(R).

Principal Investment Strategies and Risks

This Fund seeks to achieve its objective by investing at least 80% of its
assets in the securities of companies that make up the S&P 500 Index(R). The
S&P 500 Index(R) is a widely recognized, capitalization-weighted unmanaged
index of common stocks of the 500 largest capitalized U.S. companies. The S&P
500 Index(R) does not incur expenses and cannot be purchased directly by
investors.

The Fund generally purchases securities in proportions that match their index
weights. This is the basis of achieving capitalization-weighted total rate of
return. Each company's shares contribute to the Fund's overall return in the
same proportion as the value of its shares contributes to the S&P 500 Index(R).
The Fund may also invest in other instruments whose performance is expected to
correspond to the Index. The Fund may also use derivatives such as index
futures and options, as described in the Appendix. These investments help the
Fund approach the returns of a fully invested portfolio, while keeping cash on
hand for liquidity purposes.

The Principal Risks of investing in the Fund are Market Risk, Tracking Error
Risk, Credit Risk, Growth Company Risk, Leveraging Risk, Derivative Risk, Non-
Diversified Risk and Foreign Investment Risk.

These Risks are described beginning on page 26.

Annual Performance*

The bar chart shows the risks of investing in the Fund because the returns vary
from year to year.

Class I Shares
[CHART]

1990 N/A
1991 N/A
1992 N/A
1993 N/A
1994 N/A
1995 N/A
1996 N/A
1997 N/A
1998 28.22%
1999 20.32%

During the periods shown above, the highest quarterly return was 21.29% for the
quarter ended December 30, 1998 and the lowest was -10.13% for the quarter
ended September 30, 1998.

Average Annual Total Returns*

(for the periods ended December 31, 1999)

The table shows the risks of investing in the Fund because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
Since
One Inception
Year (5/97)
<S> <C> <C>
MML Equity Index Fund Class I 20.32% 26.93%
S&P 500 Index/\ 21.04% 27.40%
</TABLE>

+Class II and III shares commenced operations May 1, 2000.

/\ The S&P 500(R) Index is a widely recognized, unmanaged index representative
of the largest capitalized U.S. companies.

- 14 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
Class Class Class
I II III
<S> <C> <C> <C>
Annual Fund Operating Expenses (expenses that are
deducted from Fund assets) (% of average net assets)
Management Fees .10% .10% .10%
Other Expenses .30% .24% .05%
Fee Cap (.05)%
Total Annual Fund Operating Expenses(/1/) .40% .29% .15%
</TABLE>

* MassMutual has agreed to bear the expenses (other than the management fees,
interest, taxes, brokerage commissions and extraordinary expenses) in excess
of these amounts through April 30, 2001. Such agreement cannot be terminated
unilaterally by MassMutual. Without the fee cap, Total Annual Fund Operating
Expenses for the Class II Shares would be 0.34%.

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999 for Class I shares, and are based on estimated
amounts for the first fiscal year of Class II and Class III shares of the
Fund.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class I $41 $129 $221 $499
Class II $30 $ 93 $161 $364
Class III $15 $ 43 $ 84 $190
</TABLE>

- 15 -
<PAGE>

MML Growth Equity Fund

Investment Objective

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

Principal Investment Strategies and Risks

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

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

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

. 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; and

. new products or services

The Fund may invest up to 30% of its net assets in foreign securities,
including companies in emerging markets. The Fund may have exposure to foreign
currencies through its foreign investments, its direct holdings of foreign
currencies, or through its use of foreign currency exchange contracts for the
purchase or sale of a fixed quantity of foreign currency at a future date.
The Principal Risks of investing in the Fund are Market Risk, Credit Risk,
Management Risk, Liquidity Risk, Derivative Risk, Foreign Investment Risk,
Growth Company Risk, Emerging Markets Risk, Currency Risk and Leveraging Risk.

These Risks are described beginning on page 26.

Annual Performance

The Fund began operations May 3, 1999, and therefore does not have a full
calendar year of returns. There will be risks of investing in the Fund because
the returns would be expected to vary from year to year.

Average Annual Total Returns

(for the period ended December 31, 1999)

Because this Fund does not have a full calendar year of returns, there is no
table which shows how the Fund's returns have deviated from the broad market.

- 16 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
MML Growth Equity Fund
<S> <C>
Annual Fund Operating Expenses (expenses that are
deducted from Fund assets) (% of average net assets)
Management Fees .800%
Other Expenses .110%
Total Annual Fund Operating Expenses(/1/) .910%
</TABLE>

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Examples

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
MML
Growth
Equity $93 $291 $497 $1,104
</TABLE>

MFS Prior Performance - Similar Accounts*

The bar chart illustrates the variability of returns achieved by MFS for its
similar accounts.

[CHART]
1990 -5.17%
1991 47.70%
1992 6.31%
1993 14.37%
1994 -6.96%
1995 28.34%
1996 22.85%
1997 48.31%
1998 40.71%
1999 41.73%

During the periods shown above, the highest quarterly return was 28.33% for the
quarter ended December 31, 1999 and the lowest was -25.19% for the quarter
ended September 30, 1990.

MFS Prior Performance - Similar Accounts*

(for the periods ended December 31, 1999)

The table compares MFS' investment results for similar accounts to that of an
index measuring the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
MFS Accounts 41.73% 36.06% 22.14%
S&P 500 Index/\ 21.04% 28.56% 18.21%
</TABLE>

* Performance shown is a composite of all portfolios managed by MFS with
similar investment objectives and policies and without significant client-
imposed restrictions, adjusted to reflect the fees and expenses of the Fund.
MFS' composite includes performance of the Fund since its inception May 3,
1999, and of the Massachusetts Investors Growth Stock Fund, which is registered
under the 1940 Act. The quoted performance does not represent the historical
performance of the MML Growth Equity 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 Fund's returns shown are net of expenses, but do not reflect additional
fees and expenses that are deducted under the variable annuity or variable life
insurance contracts through which you invested in the Fund.

/\The S&P 500(R) Index is a widely recognized, unmanaged index representative
of the largest capitalized U.S. companies. The Index does not incur expenses
and cannot be purchased directly by investors.

- 17 -
<PAGE>

MML OTC 100 Fund

Investment Objective

This Fund seeks to approximate as closely as practicable (before fees and
expenses) the total return of the 100 largest publicly traded over-the-counter
common stocks.

Principal Investment Strategies and Risks

This Funds seeks to achieve its objective by investing at least 80% of its
assets in the securities of companies included in the NASDAQ 100 Index(R),
which is generally recognized as representative of the over-the-counter market.
The NASDAQ 100 Index(R) is a modified capitalization-weighted index composed of
the 100 largest non-financial companies listed on the National Association of
Securities Dealers Automated Quotations System ("NASDAQ"). The NASDAQ 100
Index(R) does not incur expenses and cannot be purchased directly by investors.

The Fund, through its investment Sub-Adviser, Deutsche Asset Management
generally purchases securities in proportions that match their index weights.
This is the basis of achieving a capitalization-weighted total rate of return.
Each company's shares contribute to the Fund's overall return in the same
proportion as the value of its shares contributes to the NASDAQ 100 Index(R).
The Fund may also invest in other instruments whose performance is expected to
correspond to the Index. The Fund may also use derivatives such as index
futures and options, as described in the Appendix. These investments help the
Fund approach the returns of a fully invested portfolio, while keeping cash on
hand for liquidity purposes.

The Fund is non-diversified, which means that it may hold larger positions in a
smaller number of stocks than a diversified fund. As a result, an increase or
decrease in value of a single stock could have a greater impact on the Fund's
net asset value and its total return.

The Principal Risks of investing in the Fund are Market Risk, Credit Risk,
Management Risk, Liquidity Risk, Derivative Risk, Non-Diversification Risk,
Leveraging Risk, Smaller Company Risk, Growth Company Risk and Tracking Error
Risk.

These Risks are described beginning on page 26.

Annual Performance

The Fund began operations May 1, 2000, and therefore has no performance
history. There will be risks of investing in the Fund because the returns would
be expected to vary from year to year, as demonstrated by the bar chart which
shows the annual returns of the NASDAQ 100 Index(R).

[CHART]
1990 -10.43%
1991 64.99%
1992 8.87%
1993 10.58%
1994 1.50%
1995 42.54%
1996 42.54%
1997 20.63%
1998 85.31%
1999 101.95%

Average Annual Total Returns

(for the period ended December 31, 1999)

Because this Fund is new, there is no table which shows how the Fund's returns
have deviated from the broad market. However, the Average Annual Total Returns
for the NASDAQ 100 Index(R) is provided for an investor's reference.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
NASDAQ 100 Index(R)/\ 101.95% 55.77% 32.41%
</TABLE>

/\NASDAQ 100 Index(R) is a registered service mark of The Nasdaq Stock Market,
Inc. ("Nasdaq"). The NASDAQ 100 Index(R) is composed and calculated by Nasdaq
without regard to the Fund. Nasdaq makes no warranty, express or implied,
regarding, and bears no liability with respect to, the NASDAQ 100 Index(R) or
its use or any data included therein.

- 18 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
MML OTC
100
Fund
<S> <C>
Annual Fund Operating Expenses (expenses that are deducted from Fund
assets) (% of average net assets)
Management Fees .450%
Other Expenses .110%*
Total Annual Fund Operating Expenses(/1/)(/2/) .560%
</TABLE>

(1) MassMutual has agreed to bear the expenses (other than the management fees,
interest, taxes, brokerage commissions and extraordinary expenses) in
excess of .11% of the average daily net asset value through April 30, 2001.
Such agreements cannot be terminated unilaterally by MassMutual. Without
the fee cap, Total Annual Fund Operating Expenses would be .831%.

(2) Other Expenses and Total Operating Expenses are based on estimated amounts
for the first fiscal year of the Fund.

Expenses

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
MML
OTC 100
Fund $57 $180
</TABLE>

- 19 -
<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 and Risks

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 market
capitalizations in the range of companies in the Russell 2000 Index (currently
between approximately $5 million and approximately $7.0 billion), the Fund's
benchmark. Normally, however, at least 65% of the Fund's investments will be in
small cap companies. For these purposes, the Fund treats as "small cap" those
companies with market capitalizations of up to $1.5 billion at the time of
purchase. However, the Fund will not automatically sell or cease to purchase
the stock of a company it already owns just because the company's market
capitalization grows or falls outside the range of companies in the Russell
2000 Index.

The Principal Risks of investing in the Fund are Market Risk, Credit Risk,
Management Risk, Liquidity Risk, Derivative Risk, Currency Risk, Foreign
Investment Risk, Leveraging Risk and Smaller Company Risk.

These Risks are described beginning on page 26.
Annual Performance

The bar chart shows the risks of investing in the Fund because the returns vary
from year to year.

[CHART]

1990 N/A
1991 N/A
1992 N/A
1993 N/A
1994 N/A
1995 N/A
1996 N/A
1997 N/A
1998 N/A
1999 -1.04%

During the periods shown above, the highest quarterly return was 17.19% for the
quarter ended June 30, 1999 and the lowest was -20.94% for the quarter ended
September 30, 1998.

Average Annual Total Returns

(for the periods ended December 31, 1999)

The table shows the risks of investing in the Fund because the Fund's returns
may deviate from the broad market over different time periods.

<TABLE>
<CAPTION>
Since
One Inception
Year 6/1/98
<S> <C> <C>
MML Small Cap Value Equity Fund -1.04% -10.20%
Russell 2000 Index/\ 21.26% 7.94%
</TABLE>

/\The Russell 2000 Index is a widely recognized, unmanaged index representative
of small-capitalization U.S. companies. The Index does not incur expenses and
cannot be purchased directly by Investors.

- 20 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
MML Small Cap Value
Equity Fund
<S> <C>
Annual Fund Operating Expenses (expenses that are
deducted from Fund assets) (% of average net assets)
Management Fees .645%
Other Expenses .109%*
Total Annual Fund Operating Expenses(/1/) .754%
</TABLE>

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Expenses

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
MML Small Cap Value Equity $77 $241 $413 $923
</TABLE>

- 21 -
<PAGE>

MML Small Cap Growth Equity Fund

Investment Objective

This Fund seeks long-term capital appreciation.

Principal Investment Strategies and Risks

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

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

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

Waddell & Reed Investment Management Company ("Waddell & Reed") uses a bottom-
up process, generally emphasizing long-term growth potential and superior
financial characteristics, such as: annual revenue and earnings growth rate of
25%+, pre-tax margins of 20%+, and debt-free capital structure.
Generally, companies also are considered which are strong niche players with a
defensible market position, have active involvement of the founder-
entrepreneur, and demonstrate commitment to their employees, customers,
suppliers and shareholders.

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

The Principal Risks of investing in the Fund are Market Risk, Smaller Company
Risk, Credit Risk, Growth Company Risk, Management Risk, Liquidity Risk,
Derivative Risk, Foreign Investment Risk, Emerging Markets Risk, Currency Risk
and Leveraging Risk.

These Risks are described beginning on page 26.

Annual Performance

Average Annual Total Returns

(for the period ended December 31, 1999)

Because this Fund does not have a full calendar year of returns, there is no
table which shows how the Fund's returns have deviated from the broad market.

A Note about Performance: The Fund's investments in initial public offerings
("IPOs") may have a significant impact on the Fund's returns during its start-
up period. The impact of IPOs would not be expected to be as great as the
Fund's assets grow.

- 22 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
MML Small Cap
Growth Equity Fund
<S> <C>
Annual Fund Operating Expenses (expenses that are deducted
from Fund assets) (% of average net assets)
Management Fees 1.075%
Other Expenses .110%*
Total Annual Fund Operating Expenses(/1/) 1.185%
</TABLE>

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Expenses

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
MML Small Cap Growth Equity $121 $377 $642 $1,417
</TABLE>
J.P. Morgan and Waddell & Reed Prior Performance - Similar Accounts

The bar chart illustrates the variability of returns achieved by each Sub-
Adviser and how they have differed.

[CHART]

Year J. P. Morgan Waddell & Reed
------ ------------ --------------
1990 N/A 2.15%
1991 N/A 89.28%
1992 N/A 4.55%
1993 N/A 11.15%
1994 N/A 12.01%
1995 42.05% 34.14%
1996 24.15% 6.63%
1997 29.00% 36.87%
1998 .03% 54.89%
1999 63.30% 91.05%

<TABLE>
<CAPTION>
Highest Lowest
Quarter Quarter
<S> <C> <C> <C> <C>
J.P. Morgan 43.32% 4Q 1999 -21.99% 3Q 1998
Waddell & Reed 44.08% 4Q 1999 -18.10% 3Q 1990
</TABLE>

J.P. Morgan and Waddell & Reed Average Annual Total Returns for Similar
Accounts

(for the periods ended December 31, 1999)

The table compares each Sub-Adviser's investment results for its similar
accounts to an index measuring the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
J.P. Morgan
Accounts 63.30% 30.02% N/A
Waddell & Reed
Accounts 91.05% 42.09% 30.73%
Russell 2000 Index/\ 21.26% 16.69% 13.40%
</TABLE>

/\The Russell 2000 Index is a widely recognized, unmanaged index representative
of small-capitalization, U.S. companies. The Index does not incur expenses and
cannot be purchased directly by Investors.

Performance shown is the composite of all portfolios managed by each of the
Fund's Sub-Advisers with similar investment objectives and policies and without
significant client-imposed restrictions, adjusted to reflect the fees and
expenses of the Fund. Each Sub-Adviser's composite includes the return for the
portion of the Fund's portfolio which it manages. The quoted performance does
not represent the historical performance of the MML Small Cap Growth Equity
Fund and should not be interpreted as being indicative of future performance of
the Fund. For a more detailed discussion, please refer to "Investment
Performance" in this Prospectus.

- 23 -
<PAGE>

MML Emerging Growth Fund

Investment Objective

This Fund seeks capital appreciation.

Principal Investment Strategies and Risks

This Fund seeks to achieve its objective by investing primarily in smaller,
rapidly growing emerging companies. The Fund will generally invest in industry
segments experiencing rapid growth, and will likely have a portion of its
assets in technology and technology-related stocks. The Fund will normally
invest at least 65% of its assets in equity securities (primarily common
stocks) of these emerging growth companies. Although the Fund may invest in
companies of any size, under current market conditions, it is expected that a
substantial portion of the Fund's investments will be in companies with market
capitalizations of $1.5 billion or less.

RS Investment Management ("RS"), the Fund's Sub-Adviser, considers companies
that:

. have distinct proprietary advantages;

. are gaining market share;

. have superior margins or experience superior profitability; and

. have strong management teams

A security may be sold when its price hits RS' target. A security may also be
sold if the company's growth rate deteriorates or its performance disappoints,
if its price appears overvalued, or if there has been an unfavorable change in
the issuer's management. The Fund may also sell a security if institutional
ownership increases substantially.

The Principal Risks of investing in the Fund are Market Risk, Credit Risk,
Management Risk, Liquidity Risk, Derivative Risk, Foreign Investment Risk,
Smaller Company Risk, Leveraging Risk, Growth Company Risk, Currency Risk and
Emerging Market Risk.

These Risks are described beginning on page 26.

Annual Performance

The Fund began operations May 1, 2000, and therefore has no performance
history. There will be risks of investing in the Fund because the returns would
be expected to vary from year to year.

Average Annual Total Returns

(for the period ended December 31, 1999)

Because this Fund is new, there is no table which shows how the Fund's returns
have deviated from the broad market.

- 24 -
<PAGE>

Expense Information

<TABLE>
<CAPTION>
MML
Emerging
Growth
<S> <C>
Annual Fund Operating Expenses (expenses that are deducted from Fund
assets) (% of average net assets)
Management Fees 1.050%
Other Expenses 0.110%*
Total Annual Fund
Operating Expenses(/1/) 1.160%
</TABLE>

* MassMutual has agreed to bear the expense (other than the management fees,
interest, taxes, brokerage commissions and extraordinary expenses) in excess
of .11% of the average daily net asset values through April 30, 2001. Such
agreement cannot be terminated unilaterally by MassMutual. Without fee cap,
Total Fund Operating Expenses would be 1.431%.

(1) The expenses in the above table are based on expenses for the fiscal year
ended December 31, 1999.

Expenses

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
MML Emerging Growth Fund $118 $369
</TABLE>

RS Prior Performance - Similar Accounts*

The bar chart illustrates the variability of returns achieved by RS for its
similar accounts.

[CHART]

1990 8.41%
1991 57.53%
1992 -3.71%
1993 6.06%
1994 6.80%
1995 19.15%
1996 20.37%
1997 17.40%
1998 28.46%
1999 178.73%

During the periods shown above, the highest quarterly return was 74.25% for the
quarter ended December 31, 1999 and the lowest was -23.36% for the quarter
ended September 30, 1998.

RS Average Annual Total Returns for Similar Accounts*

(for the periods ended December 31, 1999)

The table compares RS investment results for similar accounts to that of an
index measuring the broad market over different time periods.

<TABLE>
<CAPTION>
One Five Ten
Year Years Years
<S> <C> <C> <C>
RS Accounts 178.73% 43.24% 27.36%
Russell 2000 Index/\ 21.26% 16.69% 13.40%
</TABLE>

* Performance shown is the composite of all portfolios managed by RS Investment
Management with similar investment objectives and policies and without
significant client-imposed restrictions, adjusted to reflect the fees and
expenses of the Fund. RS' composite includes the performance of the RS Emerging
Growth Fund, which is registered under the 1940 Act. The quoted performance
does not represent the historical performance of the MML Emerging Growth Fund
and should not be interpreted as being indicative of future performance of the
Fund. For a more detailed discussions, please refer to Investment Performance"
in this Prospectus.

/\ Russell 2000 Index is a widely recognized, unmanaged index representative of
capitalization, U.S. companies. The Index does not incur expenses and cannot be
purchased directly by investors.

- 25 -
<PAGE>

Summary Of Principal Risks

Terms appearing in bold type are discussed in greater detail under "Appendix--
Additional Investment Policies and Risk considerations". Those sections also
include more information about the Funds, their investments and the related
risks.
The value of your investment in a Fund changes with the values of the
investments in a Fund's portfolio. Many things can affect those values, but
those factors that may have an important or significant affect on a particular
Fund's portfolio are called "Principal Risks." These Principal Risks are
summarized in this section. The chart at the end of this section displays
similar information by comparing all the Funds. All Funds could be subject to
additional Principal Risks because the types of investments made by each Fund
can change over time. 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-Money Market/Bond Funds. All the Funds are subject to market
risk, which is the general risk of unfavorable market-induced changes in the
value of a security. MML Money Market Fund, MML Managed Bond Fund 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 which is generally greater for lower-rated securities or comparable
unrated securities.

Market Risk-Equity Funds. 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 Equity
Fund, MML Large Cap Value Fund, MML OTC 100 Fund, MML Small Cap Value Equity
Fund, MML Emerging Markets Fund and MML Small Cap Growth Equity 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.

. 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, MML Small Cap Growth Equity Fund and MML Emerging Growth
Fund generally have the greatest exposure to this risk.

. Growth Company Risk. Market risk is also particularly pronounced for "growth"
companies. The prices of growth company securities held by MML Growth Equity
Fund, MML OTC 100 Fund, MML Equity Index Fund, MML Small Cap Growth Equity
Fund and MML Emerging Markets 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.

- 26 -
<PAGE>

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

. Management Risk. All Funds, other than the MML Equity Index Fund and the MML
OTC 100 Fund, are subject to management risk because those Funds are actively
managed investment portfolios. Management risk is the chance that poor
security selection will cause the Fund to underperform other funds with
similar investment objectives. Each Fund's investment adviser manages the
Fund 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. Each Fund's investment Sub-
Adviser applies its investment techniques and risk analyses in making
investment decisions for the Fund, but there can be no guarantee they will
produce the desired result.

. Tracking Error Risk. There are several reasons that the MML Equity Index
Fund's or the MML OTC 100 Fund's performance may not track the relevant Index
exactly. Unlike the Index, each Fund incurs administrative expenses and
transaction costs in trading stocks. The composition of the Index and the
stocks held by the Fund may occasionally diverge. The timing and magnitude of
cash inflows from investors buying shares could create balances of uninvested
cash. Conversely, the timing and magnitude of cash outflows to investors
selling shares could require ready reserves of uninvested cash. Either
situation would likely cause the Fund's performance to deviate from the
"fully invested" Index.

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

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

- 27 -
<PAGE>

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

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

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

. Emerging Markets Risk. When a Fund's Sub-Adviser deems these investments
consistent with the Fund's investment objectives and policies, MML Growth
Equity Fund, MML Large Cap Value Fund, MML Emerging Growth Fund, MML Small
Cap Growth Equity Fund, MML Blend Fund and MML Managed Bond may invest in
emerging markets, subject to the applicable restrictions on foreign
investments. Emerging markets are generally considered to be the countries
having "emerging market economies" based on factors such as the country's
foreign currency debt rating, its political and economic stability, the
development of its financial and capital markets and the level of its
economy. Investing in foreign securities in emerging markets involves special
risks, including less liquidity and more price volatility than securities of
comparable domestic issuers or in established foreign markets. Emerging
markets also may be concentrated towards particular industries. There may
also be different clearing and settlement procedures, or an inability to
handle large volumes of transactions. These could result in settlement delays
and temporary periods

- 28 -
<PAGE>

when a portion of a Fund's assets are not invested, or a loss in value due to
illiquidity.

. Currency Risk. MML Managed Bond Fund, the Bond Segment of MML Blend Fund, MML
Large Cap Value Fund, MML Growth Equity Fund, MML Small Cap Value Equity, MML
Emerging Growth Fund and MML Small Cap Growth Equity Fund are subject to
currency risk to the extent that they invest in securities of foreign
companies that are traded in, and receive revenues in, foreign currencies.
Currency risk is caused by uncertainty in foreign currency exchange rates.
Fluctuations in the value of the U.S. dollar relative to foreign currencies
may enhance or diminish returns a U.S. investor would receive on foreign
investments. The Funds may, but will not necessarily, engage in foreign
currency transactions in order to protect the value of portfolio holdings
denominated in or exposed to 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. A Fund's
investment in foreign currencies may increase the amount of ordinary income
recognized by the Fund.

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

. 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.

. Non-Diversification Risk. Diversification is a way for a Fund to reduce its
risk. It means that the Fund invests in securities of a broad range of
companies. A "non-diversified" Fund may purchase larger positions in a
smaller number of issuers. Therefore, the increase or decrease in the value
of each single stock will have a greater impact on the Fund's net asset
value. In addition, the Fund's net asset value can be expected to fluctuate
more than a comparable diversified fund. This fluctuation can also affect the
Fund's performance. The MML OTC 100 Fund and the MML Equity Index Funds are
considered non-diversified Funds. They satisfy their investment objectives of
replicating a particular index by purchasing the securities in the index
without regard to how much of each security the Fund buys.

- 29 -
<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>
Foreign
Manage- Pre- Non-Diver- Invest- Smaller Growth
Market Credit ment payment Liquidity Derivative sification ment Currency Leveraging Company Company
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 Money Market
Fund X X X X X
MML
Managed
Bond Fund X X X X X X X X X
MML Blend Fund X X X X X X X X X
MML Equity Fund X X X X X
MML Large Cap
Value
Fund X X X X X X X X
MML Equity Index
Fund X X X X X X X
MML Growth
Equity Fund X X X X X X X X X
MML OTC 100 Fund X X X X X X X X X
MML Small Cap
Value Equity
Fund X X X X X X X X X
MML Small Cap
Growth Equity
Fund X X X X X X X X X X
MML Emerging
Growth Fund X X X X X X X X X X
<CAPTION>
Emerging Tracking
Markets Error
Fund Risk Risk
<S> <C> <C>
MML Money Market
Fund
MML
Managed
Bond Fund X
MML Blend Fund X
MML Equity Fund
MML Large Cap
Value
Fund
MML Equity Index
Fund X
MML Growth
Equity Fund X
MML OTC 100 Fund X
MML Small Cap
Value Equity
Fund
MML Small Cap
Growth Equity
Fund X
MML Emerging
Growth Fund X
</TABLE>

- 30 -
<PAGE>

About the Investment Adviser and Sub-Advisers

Massachusetts Mutual Life Insurance Company ("MassMutual") is the Funds'
investment adviser 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 $70.6 billion and assets under management in excess of
$206.6 billion. MassMutual uses its subsidiary, David L. Babson and Company
Incorporated, to help manage certain Funds.

MassMutual contracts with the Sub-Advisers described below to help manage the
Funds. In 1999, each Fund paid MassMutual an investment management fee based on
a percentage of its average daily net assets as follows: MML Equity Fund, .37%;
MML Money Market Fund, .46%; MML Managed Bond Fund, .47%; MML Blend Fund, .37%;
MML Equity Index Fund, .40%; MML Small Cap Value Equity Fund, .65%; MML Growth
Equity Fund, .80%; and MML Small Cap Growth Equity Fund, 1.075%. MML Large Cap
Value, MML OTC 100 and MML Emerging Growth commenced operations May 1, 2000.

Effective January 1, 2000, David L. Babson and Company Incorporated ("David L.
Babson"), a MassMutual majority owned and controlled subsidiary, was appointed
by MassMutual to be the investment Sub-Adviser to the MML Money Market Fund,
the MML Managed Bond Fund and the Money Market and Bond Segments of the MML
Blend Fund. This resulted from the consolidation of certain investment advisory
businesses of MassMutual. No changes in the personnel who manage these Funds or
in the fees resulted from this corporate reorganization.

David L. Babson also manages the investments of MML Equity Fund, the Equity
Segment of MML Blend Fund, and MML Small Cap Value Fund. Babson has provided
investment advice to individual and institutional investors for more than 50
years and, giving effect to the reorganization, manages more than $70 billion
in assets.

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

Walter T. McCormick _______________________________________________________
Principally responsible for the day-to-day management of MML Equity Fund
and the Equity Segment of MML Blend Fund. Mr. McCormick, who has 15 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.

Paul S. Szczygiel _________________________________________________________
Principally responsible for the day-to-day management of the Small Cap
Value Equity Fund since December 1, 1999. Prior to assuming day-to-day
responsibility for managing the Fund, Mr. Szczygiel was actively involved
in assisting the previous portfolio manager. Mr. Szczygiel also currently
serves as portfolio manager for several other registered and unregistered
funds sponsored by David L. Babson with similar investment objectives to
the Fund. Mr. Szczygiel is a Chartered Financial Analyst with over 14
years of investment experience. He has been

- 31 -
<PAGE>

associated with the MassMutual organization since 1994, prior to which he
was an Associate Director at Bear Sterns. Mr. Szczygiel is assisted in the
day-to-day management of the Fund by a team of David L. Babson investment
professionals.

Massachusetts Financial Services Company ("MFS") manages the investments of the
MML Growth Equity Fund. MFS has approximately $136 billion in assets under
management. MFS is an indirect, wholly-owned subsidiary of SunLife Assurance
Company of Canada.

Stephen Pesek _____________________________________________________________
Primarily responsible for the day-to-day management of the portfolio of
the MML Growth Equity Fund. Mr. Pesek has been a portfolio manager with
MFS since 1994. Mr. Pesek is a vice president of MFS and manages other
portfolios with similar investment objectives to the Fund.

J.P. Morgan Investment Management Inc. ("J.P. Morgan") manages a portion of the
portfolio of MML Small Cap Growth Equity Fund. J.P. Morgan manages over $348
billion in assets, and $129 billion in U.S. institutional equity assets.

Marian U. Pardo ___________________________________________________________
Ms. Pardo, an investment professional with J.P. Morgan since 1968, is
primarily responsible for day-to-day management of othe Small Cap Growth
Equity Fund. Ms. Pardo is co-manager of a similar registered mutual fund
sponsored by J.P. Morgan.

Saira Durcanin ____________________________________________________________
A J.P. Morgan professional who assists Ms. Pardo with the day-to-day
management of the portfolio of the MML Small Cap Growth Equity 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 a
portion of the portfolio of MML Small Cap Growth Equity Fund. Waddell & Reed
has approximately $36 billion in assets under management, including
approximately $4 billion in institutional assets.

Mark Seferovich, CFA ______________________________________________________
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.

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

- 32 -
<PAGE>

Davis Selected Advisers, L.P. manages the investments of the MML Large Cap
Value Fund. Davis has approximately $26 billion in assets under management,
with more than $3.49 billion under management in a similarly managed registered
investment company.

Christopher C. Davis ______________________________________________________
Co-manager of the portfolio of the MML Large Cap Value Fund. Mr. Davis is
Director and Vice President of Davis. He joined Davis in 1991 as a
research analyst.

Kenneth C. Feinberg _______________________________________________________
Co-manager of the MML Large Cap Value Fund. Mr. Feinberg is a Portfolio
Manager of Davis Selected Advisers since 1994. Previously, he was
Assistant Vice President at the Continental Corporation and prior to that
he worked as a capital and business analyst at General Foods Corporation.

Deutsche Asset Management manages the investments of the MML Equity Index Fund
and the MML OTC 100 Fund. Deutsche Asset Management is the marketing name of
Bankers Trust Company, which has assets under management in excess of $650
billion. Bankers Trust Company was acquired by Deutsche Bank AG in June 1999.
In March, 1999, Bankers Trust Company pleaded guilty to felonies regarding its
custodial operations that were not related to its investment advisory
businesses. Without a permanent exemption from the Securities and Exchange
Commission, Deutsche Asset Management would be unable to serve as investment
sub-adviser to these Funds. A temporary exemption has been issued by the
Securities and Exchange Commission to continue providing investment advisory
services, but there is no assurance that a permanent exemptive order will be
issued.

RS Investment Management, Inc. manages the investments of the MML Emerging
Growth Fund. RS Investment Management commenced operations in March 1986 and is
part of the RS Investment Management L.P. organization. RS manages assets in
excess of $8 billion, including more than $2.5 billion in a similarly managed
registered investment company.

James L. Callinan _________________________________________________________
is primarily responsible for the day-to-day management of the Emerging
Growth Fund. Since June 1996 as an officer of RS Investment Management,
Inc., Mr. Callinan has been primarily responsible for the similarly
managed RS Emerging Growth Fund. From 1986 until June 1996, Mr. Callinan
was a portfolio manager for Putnam Investments and managed the Putnam OTC
Emerging Growth Fund.

MassMutual is seeking exemptive relief from the Securities and Exchange
Commission ("SEC") to permit MassMutual to change Sub-Advisers or hire new Sub-
Advisers for one or more Funds from time to time without obtaining shareholder
approval. Normally, shareholders are required to approve investment sub-
advisory agreements. Several other mutual fund companies have received similar
relief. MassMutual believes having this authority is important, because it
allows MassMutual to quickly remove a Sub-Adviser when its performance is
inadequate or the Sub-Adviser no longer is able to meet a Fund's investment
objective and strategies. MassMutual will not rely on this authority for any
Fund until the SEC has granted the exemption and the Fund's shareholders have
approved this arrangement.

- 33 -
<PAGE>

About the Shares--Multiple Class Information

Except for the MML Equity Index Fund, each of the Funds offers one class of
shares. The MML Equity Index Fund has three classes of shares: Class I, Class
II and Class III. Class I is a redesignation of the existing shares of the
Fund, and are available only in connection with variable annuity contracts
issued by MassMutual or its life insurance affiliates. Class II and Class III
are new. They are available only in connection with certain variable life
insurance policies issued by MassMutual or its life insurance affiliates.

The different Classes have different fees and expenses resulting from their
separate arrangements for shareholder and distribution services and not the
result of any difference in amounts charged by the Adviser for investment
advisory services. Accordingly, investment advisory expenses do not vary by
Class. Different fees and expenses of a Class will affect performance of that
Class. For additional information, call us toll free at 1-888-743-5274 or
contact your registered representative.

Except as described below, all Classes of shares of the MML Equity Index Fund
have identical voting, dividend, liquidation and other rights, preferences,
terms and conditions. The only differences are: (a) each Class may be subject
to different expenses specific to that Class; (b) each Class has a different
designation; (c) each Class has exclusive voting rights with respect to matters
solely affecting such Class; (d) each Class offered in connection with a 12b-1
plan, if any, will bear the expense of the payments that would be made pursuant
to that 12b-1 plan, and only that Class will be entitled to vote on matters
pertaining to that 12b-1 plan; and (e) each Class will have different exchange
privileges.

Each Class of the MML Equity Index Fund's shares invests in the same portfolio
of securities. Because each Class will have different expenses, they will
likely have different share prices.

- 34 -
<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 seven 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.

- 35 -
<PAGE>

Taxation and Distributions

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

. MML Equity, MML Equity Index, MML Small Cap Value Equity, MML Large Cap
Value, MML Growth Equity, MML OTC 100, MML Emerging Growth, 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.

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
advisers for more information on their own tax situation, including possible
foreign, state or local taxes.

In order for investors to receive the favorable tax treatment available to
holders of variable annuity

- 36 -
<PAGE>

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.

- 37 -
<PAGE>

Investment Performance

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

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

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

MML Managed Bond Fund, MML Blend Fund, MML Equity Fund, MML Equity Index Fund,
MML Large Cap Value Fund, MML OTC 100 Fund, MML Small Cap Value Equity Fund,
MML Growth Equity Fund, MML Small Cap Growth Equity Fund and MML Emerging
Growth 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.

Sub-Adviser Performance

MFS. Performance data shown for the MML Growth Equity Fund is based on a
composite of all similar 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, including Massachusetts Investors
Growth Stock Fund, and some are private accounts. MFS' composite also includes
the returns for the MML Growth Equity Fund since its inception date of May 3,
1999 through December 31, 1999. 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.

J.P. Morgan and Waddell & Reed. J.P. Morgan and Waddell & Reed each manage a
portion of the MML Small Cap Growth Equity Fund. The J.P. Morgan performance
information is shown based on the historical performance of all discretionary
investment management accounts under the management of J.P. Morgan with similar
investment objectives and policies as the Fund, adjusted to reflect the fees
and expenses

- 38 -
<PAGE>

of the Fund. Some of these portfolios are mutual funds registered with the SEC,
including the J.P. Morgan U.S. Small Company Opportunities Fund, and some are
private accounts. The J.P. Morgan composite includes the returns for that
portion of the MML Small Cap Growth Equity Fund which J.P. Morgan manages from
the Fund's inception date of May 3, 1999 through December 31, 1999.

From January 1, 1996, the Waddell & Reed performance information shown 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, including that portion of the MML Small Cap Growth Equity Fund
which Waddell and Reed managed from the Fund's inception date of May 3, 1999
through December 31, 1999. From inception of Waddell & Reed'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 Waddell & Reed.

Davis Selected Advisers, L.P. Performance data shown for the MML Large Cap
Value Fund is based on a composite of all other similar portfolios managed by
Davis, 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,
including Selected American Shares, 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 MML Large Cap Value Fund.

RS Investment Management, Inc. Performance data shown for the MML Emerging
Growth Fund is based on a composite of all other similar portfolios managed by
RS, the Fund's Sub-Adviser, adjusted to reflect the fees and expenses of each
of the Fund's share classes. Some of these portfolios are mutual funds
registered with the SEC, including the RS Emerging Growth Fund, 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 MML Emerging Growth Fund.

For all of the Sub-Advisers, 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 Funds, as registered mutual
funds, will be subject to. The performance of the private accounts may have
been adversely affected if they had been registered with the SEC.

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.

- 39 -
<PAGE>

Financial Highlights

The financial highlights table is intended to help you understand the Funds'
financial performance for the past 5 years (or earlier periods for newer
Funds). 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 Deloitte & Touche LLP,
whose report, along with the Funds' financial statements, are included in the
Annual Report, which is available on request. Financial highlights are not
available for MML Large Cap Value Fund, MML OTC 100 Fund and MML Emerging
Growth Fund since they commenced operations on May 1, 2000.

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

MML MONEY MARKET FUND

- 40 -
<PAGE>

MML MANAGED BOND FUND

- 41 -
<PAGE>

MML BLEND FUND

- 42 -
<PAGE>

MML EQUITY FUND

- 43 -
<PAGE>

MML EQUITY INDEX FUND

- 44 -
<PAGE>

MML GROWTH EQUITY FUND

- 45 -
<PAGE>

MML SMALL CAP VALUE EQUITY FUND

- 46 -
<PAGE>

MML SMALL CAP GROWTH EQUITY FUND

- 47 -
<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.

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 Segment of MML Blend Fund as MML Series
Investment Fund has no present intent to enter into derivatives transactions
with regard to MML Equity Fund, MML Large Cap Value Fund the Equity or Money
Market Segments of MML Blend Fund, MML Small Cap Value Equity Fund, MML Growth
Equity Fund, MML Emerging Growth Fund or MML Small Cap Growth Equity Fund. The
Funds will not use derivatives for speculative purposes.

MML Equity Index Fund and MML OTC 100 Fund may buy or sell stock index futures
and other similar instruments, as more fully discussed in the Statement of
Additional Information. These Funds may purchase stock index futures in
anticipation of taking a market position when, in the opinion of the Fund's
Sub-Adviser, 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 they may have as a result of its purchases of
stock index futures.

Although MML Equity Index Fund and MML OTC 100 Fund will not be commodity
pools, derivatives subject this Fund to the rules of the Commodity Futures
Trading Commission which limit the extent to which the Funds can invest in
certain derivatives. The Funds may invest in stock index futures contracts for
hedging purposes without limit. However, MML Equity Index Fund and MML OTC 100
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.

Forward Contracts or "When Issued" Securities

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

- 48 -
<PAGE>

forward commitment basis ("forward contracts"). When such transactions are
negotiated, the price is fixed at the time of commitment, but delivery and
payment for the securities can take place a month or more after the commitment
date. The securities purchased or sold are subject to market fluctuations, and
no interest accrues to the purchaser during this period. At the time of
delivery, the securities may be worth more or less than the purchase or sale
price.

There can be no assurance that the use of forward contracts or other
derivatives by any of the Funds will assist them in achieving their 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.

Options and Futures Contracts

MML Large Cap Value Fund, MML Growth Equity Fund, MML OTC 100 Fund, MML Small
Cap Growth Equity Fund and MML Emerging Growth Fund may engage in options
transactions, such as writing covered put and call options on securities and
purchasing put and call options on securities. These strategies are designed to
increase a Fund's portfolio return, or to protect the value of the portfolio,
by offsetting a decline in portfolio value through the options purchased.
Writing options, however, can only constitute a partial hedge, up to the amount
of the premium, and due to transaction costs.

These Funds may also write covered call and put options and purchase call and
put options on stock indexes in order to increase portfolio income or to
protect the Fund against declines in 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 Large Cap Value Fund, MML Growth Equity Fund, MML Equity Index Fund, MML
OTC 100 Fund, MML Small Cap Growth Equity Fund and MML Emerging Growth Fund may
also enter into stock index futures contracts. These Funds may also 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.

- 49 -
<PAGE>

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

A Funds Sub-Adviser may use trading as a means of managing the portfolios of
the Funds in seeking to achieve their investment objectives. The Sub-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 Sub-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 Sub-Advisers' ability
to obtain relevant information, evaluate it properly and take advantage of
their evaluations by completing transactions on a favorable basis. If the Sub-
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 Sub-Advisers believe the result of trading, net of
transaction costs, will benefit the Funds.

Indexing v. Active Management

Active management involves the investment Sub-Adviser buying and selling
securities based on research and analysis. Unlike the Funds that are actively
managed, the MML Equity Index Fund and the MML OTC 100 Fund are "index" funds--
they try to match, as closely as possible, the performance of a target index by
holding the securities in the index. Indexing provides simplicity because it is
a straightforward market-matching strategy. The Index Funds generally provide
diversification by investing in a wide variety of companies and industries
(although "index" Funds are technically non-diversified for purposes of the
Investment Company Act--see Non-Diversification Risk). An index fund's
performance is predictable in that the fund's value is expected to move in the
same direction, up or down, as the target index. The investment Sub-Adviser of
MML Equity Index Fund and MML OTC 100 Fund may use an "optimization" approach
to purchase the securities in the S&P 500 Index and the NASDAQ 100 Index(R),
respectively. This means that not all the securities in the Index will be
acquired. Instead, the investment Sub-Adviser may choose a representative
sample. In this way, the investment Sub-Adviser believes it will achieve better
correlation to the Index by reducing overall transaction costs involved in
buying and selling all the securities in the Index.

Optimization. The MML Equity Index Fund may not hold every one of the stocks in
the S&P 500 Index(R) and the MML OTC 100 Fund may not hold every one of the
stocks in the NASDAQ 100 Index(R). In an effort to run an efficient and
effective strategy, each Fund may use the process of "optimization", a
statistical sampling technique. This will be most pronounced for the MML OTC
100 Fund when the Fund does not have enough assets to be fully invested in all
securities in the NASDAQ 100 Index(R). Optimization entails that the Funds
first buy the stocks that make up the larger portions of the relevant Index's
value in roughly the same proportion as the Index. Second, smaller stocks are
analyzed and selected. In selecting smaller stocks, the investment Sub-Adviser
tries to match the industry and risk characteristics of all of the smaller
companies in the Index without buying all of those stock. This approach
attempts to maximize the Fund's liquidity and returns while minimizing its
costs.

Restricted And Illiquid Securities

Each Fund may invest up to 15% (10% in the case of MML Money Market Fund) of
its net

- 50 -
<PAGE>

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 the Funds' Board of Trustees, or by
the Fund's Sub-Advisers, pursuant to Board-approved guidelines. If there is a
lack of trading interest in particular Rule 144A securities, a Fund's holdings
of those securities may be illiquid, resulting in the possibility of
undesirable delays in selling these securities at prices representing fair
value.

Securities Lending

MML Blend Fund, MML Equity Fund, MML Large Cap Value Fund, MML Equity Index
Fund, MML Growth Equity Fund, MML OTC 100 Fund, MML Small Cap Value Fund, MML
Small Cap Growth Equity Fund and MML Emerging Growth Fund may seek additional
income by making loans of portfolio securities of not more than 33% of their
respective total assets taken at current value. MML Managed Bond Fund may also
make loans of portfolio securities of not more than 10% of its total assets
taken at current value. Lending portfolio securities may involve the risk of
delay in recovery of the securities loaned or possible loss of rights in the
collateral should the borrower fail financially. Loans will be made only to
borrowers deemed by MassMutual and the Fund's Sub-Adviser and MML Emerging
Growth Fund to be of good standing.

Cash Positions

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

Roll Transactions

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

Money Market Instruments

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

Foreign Securities

Investments in foreign securities offer potential benefits not available from
investing solely in securities of domestic issuers. These include the
opportunity to invest in foreign issuers that appear to offer growth potential,
or to invest in foreign countries with economic policies or business cycles
different from those of the United States or foreign stock markets that do not
move in a manner parallel to U.S. markets, thereby diversifying risks of
fluctuations in portfolio value.
- 51 -
<PAGE>

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.

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 the Government National
Mortgage Association); some are supported by the right of the issuer to borrow
from the U.S. Government (e.g., obligations of the 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

- 52 -
<PAGE>

investments offer higher or lower rates than the original investment, thus
affecting the yield of the Fund. Monthly interest payments received by the Fund
have a compounding effect which may increase the yield to the Fund more than
debt obligations that pay interest semi-annually. Because of those factors,
mortgage-backed securities may be less effective than Treasury bonds of similar
maturity at maintaining yields during periods of declining interest rates. A
Fund may purchase mortgage-backed securities at a premium or at a discount.
Accelerated prepayments adversely affect yields for pass-through securities
purchased at a premium (i.e., at a price in excess of their principal amount)
and may involve additional risk of loss of principal because the premium may
not have been fully amortized when the obligation is repaid. The opposite is
true for pass-through securities purchased at a discount.

Asset-Backed Securities

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

. There is no limitation for U.S. Government securities.

. 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.

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<PAGE>

Industry Diversification

MML Equity Index Fund and MML OTC 100 Funds are classified as non-diversified,
which means that the proportion of each 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 each 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 each 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.

- 54 -
<PAGE>

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 1-888-309-3539 or by writing MML Series Investment Fund,
c/o Massachusetts Mutual Life Insurance Company, 1295 State Street,
Springfield, Massachusetts 01111-0111, Attention: MML Series Shareholder
Services, MIP N312.

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.
<PAGE>

MML SERIES
INVESTMENT FUND
1295 State Street
Springfield, Massachusetts 01111

INVESTMENT MANAGER

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

INVESTMENT SUB-ADVISERS

David L. Babson and Massachusetts Financial Services Company
Company, Incorporated 500 Boylston Street
One Memorial Drive Boston, Massachusetts 02116-3741
Cambridge, Massachusetts 02142

Mellon Equity Associates, LLP J.P. Morgan Investment Management, Inc.
500 Grant Street 522 Fifth Avenue
Suite 3700 Pittsburgh, New York, New York 10036
Pennsylvania 15258

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

INDEPENDENT ACCOUNTANTS

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

CUSTODIANS

Citibank, N.A. Boston Safe Deposit Investors Bank &
111 Wall Street and Trust Company Trust Company
New York, New York One Boston Place 200 Clarendon Street
Boston, Massachusetts 02108 Boston, Massachusetts 02116

PRINCIPAL UNDERWRITER

MML Distributors, LLC
1414 Main Street
Springfield, Massachusetts 01144

CO-UNDERWRITER

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

LEGAL COUNSEL

Ropes & Gray
One International Place
Boston, Massachusetts 02110
<PAGE>

MML SERIES INVESTMENT FUND
1295 State Street
Springfield, Massachusetts 0111

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 1, 2000, 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, 1999 (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, MIP C218, SPRINGFIELD, MASSACHUSETTS 01111 OR BY CALLING 1-888-309-
3539.

THIS STATEMENT OF ADDITIONAL INFORMATION RELATES TO THE FOLLOWING FUNDS:

. MML MONEY MARKET FUND

. MML MANAGED BOND FUND

. MML BLEND FUND

. MML EQUITY FUND

. MML LARGE CAP VALUE FUND

. MML EQUITY INDEX FUND

. MML GROWTH EQUITY FUND

. MML OTC 100 FUND

. MML SMALL CAP VALUE EQUITY FUND

. MML SMALL CAP GROWTH EQUITY FUND

. MML EMERGING GROWTH FUND

DATED MAY 1, 2000

B-1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL INFORMATION........................................................ B-3

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

INVESTMENT RESTRICTIONS.................................................... B-24

MANAGEMENT OF MML TRUST.................................................... B-29

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES........................ B-33

INVESTMENT MANAGEMENT AND OTHER SERVICES................................... B-34

BROKERAGE ALLOCATION AND PORTFOLIO TRANSACTIONS............................ B-39

CAPITAL SHARES............................................................. B-42

PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED............... B-43

TAX STATUS................................................................. B-45

CERTAIN TAX AND ACCOUNTING INFORMATION..................................... B-46

INVESTMENT PERFORMANCE..................................................... B-46

EXPERTS.................................................................... B-48

APPENDIX--Securities Ratings............................................... B-49
</TABLE>

B-2
<PAGE>

I. GENERAL INFORMATION

MML Series Investment Fund ("MML Trust") is an open-end management
investment company having separate investment portfolios. This Statement of
Additional Information provides information regarding the following nine
diversified investment portfolios: MML Money Market Fund ("MML Money Market");
MML Managed Bond Fund ("MML Managed Bond"); MML Blend Fund ("MML Blend"); MML
Equity Fund ("MML Equity"); MML Large Cap Value Fund ("MML Large Cap Value");
MML Small Cap Value Equity Fund ("MML Small Cap Value Equity"); MML Growth
Equity Fund ("MML Growth Equity"); MML Small Cap Growth Equity Fund ("MML
Small Cap Growth Equity"); and MML Emerging Growth Fund ("MML Emerging
Growth"); and two non-diversified investment portfolios, MML Equity Index Fund
("MML Equity Index") and MML OTC 100 Fund ("MML OTC 100") (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" or the "Adviser") 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 Money Market, MML
Managed Bond, MML Equity, MML Small Cap Value Equity and the Money Market,
Bond and Equity Segments of MML Blend; Deutsche Asset Management ("DAM")
manages the investment of the assets of MML Equity Index and MML OTC 100;
Massachusetts Financial Services Company ("MFS") manages the investment of the
assets of MML Growth Equity; Davis Selected Advisers, L.P. ("Davis") manages
the investment of the assets of MML Large Cap Value; and RS Investment
Management ("RS") manages the investment of the assets of MML Emerging 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, DAM,
MFS, Davis, RS, J.P. Morgan and Waddell & Reed are registered with the
Securities and Exchange Commission (the "SEC") as investment advisers.

II. INVESTMENT PRACTICES OF THE FUNDS AND RELATED RISKS

Each Fund has a distinct investment objective that it pursues through its
investment policies. The following information supplements and should be read
in conjunction with the discussion of the Funds' investment objectives,
techniques and policies described in the Prospectus. The fundamental
investment objectives and investment restrictions of each Fund (as described
in the Prospectus and below) may not be changed without a vote of a majority
of such Fund's 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 Adviser's or any investment sub-adviser's ability to assess
changes in business and economic conditions.

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

A. MML Equity

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

B. MML Managed Bond

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

Except when invested for defensive purposes, at least 80% of total invested
assets at market value at the time of a purchase will consist of U.S.
Government securities and investment grade quality debt securities which have
been rated in the top four rating categories by S&P (AAA, AA, A or BBB) or
Moody's (Aaa, Aa, A or Baa) or, if unrated, which are judged by the Fund's
investment sub-adviser 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
conditions that would affect the ability of the issuer to make payments of
principal and interest. The market price for lower quality securities
generally responds to short-term corporate and market developments to a
greater extent than higher-rated securities because such developments are
perceived to have a more direct relationship to the ability of an issuer of
lower quality securities to meet its ongoing debt obligations.

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

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

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It is the intention of the Fund's investment sub-adviser for the Fund's
duration to match up (within 10%) of the duration of the Lehman Brothers
Aggregate Bond Index. Portfolio changes will be accomplished primarily through
the reinvestment of cash flows and selective trading.

C. MML Blend

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

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

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-
I or P-2) or S&P (A-l 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 and MML OTC 100 attempt to replicate the investment results
of Standard & Poor's 500 Composite Stock Price Index (the "Index"), which is
composed of 500 selected large capitalization common stocks. Standard & Poor's
("S&P") has an Index Committee that is responsible for the overall management
of the Index. The Index Committee looks at a company's market value, industry
group classification, capitalization, trading activity, financial and
operating condition before making a decision to include it in the Index. New
companies are added to the Index only when there is a vacancy. Companies are
removed from the Index for four major reasons: merger with (or acquisition by)
another company, financial operating failure, lack of representation of
leading American industries, or restructuring.

MML OTC 100 Fund attempts to replicate the investment results of the NASDAQ
100 Index(R). The Funds attempt to be fully invested at all times in the
stocks that comprise the relevant Index and in stock index futures as
described below and, in any event, in the normal course of management, at
least 80% of each Fund's net assets will be so invested. Furthermore, while
the Funds generally intend to invest in every stock included in the relevant
Index, there may be circumstances when the Funds are not invested in every
such stock, as described below. Inclusion of a stock in the Index in no way
implies an opinion by S&P or The Nasdaq Stock Market, Inc. ("Nasdaq") together

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with its affiliates, as to its attractiveness as an investment. The Funds use
the indices as their standard performance comparisons. An investment in the
Funds involves risks similar to those of investing in common stocks.

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. DAM generally selects stocks for each Fund's
portfolios in the order of their weightings in the relevant Index beginning
with the heaviest weighted stocks. With respect to each 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. The investment sub-adviser uses 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 a Fund's portfolio because of changes in the
composition of the relevant Index, but such changes should be infrequent.

Optimization. MML Equity Index may not hold every one of the stocks in the
S&P 500 Index(R) and MML OTC 100 may not hold every one of the stocks in the
NASDAQ 100 Index(R). In an effort to run an efficient and effective strategy,
each Fund may use the process of "optimization", a statistical sampling
technique. This will be most pronounced for MML OTC 100 when the Fund does not
have enough assets to be fully invested in all securities in the NASDAQ 100
Index(R). Optimization entails that the Funds first buy the stocks that make
up the larger portions of the relevant Index's value in roughly the same
proportion as the Index. Second, smaller stocks are analyzed and selected. In
selecting smaller stocks, the investment sub-adviser tries to match the
industry and risk characteristics of all of the smaller companies in the Index
without buying all of those stocks. This approach attempts to maximize the
Fund's liquidity and returns while minimizing its costs.

The investment sub-adviser believes that the indexing approach described
above is an effective method of substantially replicating 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 .98, without
taking into account expenses. A correlation of 1.00 would indicate perfect
correlation, which would be achieved when a Fund's net asset value, including
the value of its dividends and capital gains distributions, increases or
decreases in exact proportion to changes in the Index. The Fund's ability to
correlate its performance with the Index, however, may be affected by, among
other things, changes in securities markets, the manner in which the Index is
calculated by S&P and the timing of purchases and redemptions of Fund shares.

Each Fund's ability to replicate the performance of the relevant 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.

B-6
<PAGE>

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.

MML OTC 100 IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY NASDAQ. NASDAQ
HAS NOT PASSED ON THE LEGALITY OR SUITABILITY OF, OR THE ACCURACY OR ADEQUACY
OF DESCRIPTIONS AND DISCLOSURES RELATING TO, THE FUND CONTAINED IN THE
PROSPECTUS OR THIS STATEMENT OF ADDITIONAL INFORMATION. NASDAQ MAKES NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS 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 NASDAQ 100
INDEX(R) TO TRACK GENERAL STOCK MARKET PERFORMANCE. NASDAQ'S ONLY RELATIONSHIP
TO THE FUND IS IN THE LICENSING OF THE NASDAQ 100(R), NASDAQ 100 INDEX(R), AND
NASDAQ(R) TRADEMARKS OR SERVICE MARKS, AND CERTAIN TRADE NAMES OF NASDAQ AND
THE USE OF THE NASDAQ 100 INDEX(R). THE NASDAQ 100 INDEX(R) IS DETERMINED,
COMPOSED AND CALCULATED BY NASDAQ WITHOUT REGARD TO THE FUND. NASDAQ HAS NO
OBLIGATION TO TAKE THE NEEDS OF THE FUND INTO CONSIDERATION IN DETERMINING,
COMPOSING OR CALCULATING THE NASDAQ 100 INDEX(R). NASDAQ IS NOT RESPONSIBLE
AND HAS NO LIABILITY FOR, AND HAS NOT PARTICIPATED IN, THE DETERMINATION OF
THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE ISSUED OR IN THE
DETERMINATION OR CALCULATION OF THE NET ASSET VALUE OF THE FUND'S SHARES OR IN
CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE FUND'S SHARES.

NASDAQ DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE NASDAQ 100(R)
INDEX OR OF THE DATA USED TO CALCULATE THE INDEX OR DETERMINE THE INDEX
COMPONENTS, OR THE UNINTERRUPTED OR UNDELAYED CALCULATION OR DISSEMINATION OF
THE INDEX. NASDAQ DOES NOT GUARANTEE THAT THE INDEX ACCURATELY REFLECTS PAST,
PRESENT, OR FUTURE MARKET PERFORMANCE. NASDAQ IS NOT RESPONSIBLE FOR ANY
MANIPULATION OR ATTEMPTED MANIPULATION OF THE INDEX BY MEMBERS OF THE NASD.
NASDAQ IS FREE TO PICK AND ALTER THE COMPONENTS AND METHOD OF CALCULATION
WITHOUT CONSIDERATION OF THE FUND OR THE CONSENT OF THE ADVISER OR INVESTMENT
SUB-ADVISER. NASDAQ MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY THE FUND, OWNERS OF THE FUND'S SHARES, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE NASDAQ 100 INDEX(R) OR ANY DATA INCLUDED THEREIN.
NASDAQ 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 NASDAQ 100 INDEX(R) OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL NASDAQ HAVE ANY LIABILITY FOR
ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL
DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

E. MML Small Cap Value Equity

The Fund's current nonfundamental investment policy is to generally invest
in publicly traded stocks of companies with market capitalizations in the
range of companies in the Russell 2000 Index (currently between

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<PAGE>

approximately $5 million and approximately $7.0 billion), the Fund's
benchmark. Normally, however, at least 65% of the Fund's investments will be
in small cap companies. For these purposes, the Fund treats as "small cap"
those companies with market capitalizations of up to $1.5 billion at the time
of purchase. However, the Fund will not automatically sell or cease to
purchase the stock of a company it already owns just because the company's
market capitalization grows or falls outside the range of companies in the
Russell 2000 Index. Consequently, during periods of equity market strength, a
substantial portion of the Fund's portfolio may consist of securities issued
by companies with a market capitalization in excess of $1.5 billion. 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 the Fund's investment sub-adviser, 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 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.

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 or as otherwise discussed below. 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").

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 and MML OTC 100 may invest in Derivatives in anticipation of
taking a market position when, in the opinion of the Funds' investment sub-
adviser, available cash balances do not permit an economically efficient trade
in the cash market. Derivatives may provide a cheaper, quicker or more
specially focused way for the Fund to invest than "traditional" securities
would.

1. Forward Contracts--Each Fund may purchase or sell securities on a "when
issued," delayed delivery or on a forward commitment basis ("forward
contracts"). When such transactions are negotiated, the price is fixed at the
time of commitment, but delivery and payment for the securities can take place
a month or more after the commitment date. The securities purchased or sold
are subject to market fluctuations, and no interest accrues to the purchaser
during this period. At the time of delivery, the securities may be worth more
or less than the purchase or sale price. The Funds use forward contracts to
manage interest rate exposure, as a temporary substitute for purchasing or
selling particular debt securities, or to take delivery of the underlying
security rather than closing out the forward contract.

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While MML Large Cap Value, MML Small Cap Value Equity, MML Growth Equity,
MML Emerging Growth and MML Small Cap Growth Equity may also enter into
forward contracts with the initial intention of acquiring securities for its
portfolio, these Funds may dispose of a commitment prior to settlement if the
Funds investment sub-adviser 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 Large Cap Value, MML Small Cap Value
Equity, MML Growth Equity, MML Emerging Growth and MML Small Cap Growth Equity
will not enter into a forward contract if as a result more than 25% of that
Fund's total assets would be held in a segregated account covering such
contracts.

2. Currency Transactions and Swaps--MML Equity, MML Money Market, MML
Managed Bond and MML Blend may invest in debt securities of foreign issuers
that are not denominated in U.S. dollars. In such cases, these Funds will
enter into currency transactions either to hedge the foreign currency risks or
to effectively convert the debt security to U.S. dollars.

MML Large Cap Value, MML Small Cap Value Equity, MML Growth Equity, MML
Emerging Growth and MML Small Cap Growth Equity may engage in currency
transactions with counterparties in order to convert foreign denominated
securities or obligations to U.S. dollar denominated investments. Currency
transactions include forward currency contracts, exchange-listed currency
futures, exchange listed and over-the-counter 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 Funds 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 or the Fund's
investment sub-adviser.

Transaction hedging is entering into a currency transaction with respect to
specific assets or liabilities of a 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 or exposed to that currency. For example, if MML Large Cap
Value, MML Small Cap Value Equity, MML Growth Equity, MML Emerging Growth or
MML Small Cap Growth Equity believe that a foreign currency may suffer a
substantial decline against the U.S. dollar, that Fund may enter into a
forward sale contract to sell an amount of that foreign currency approximating
the value of some or all of the Fund's portfolio securities denominated in or
exposed to 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 Large Cap Value, MML Small Cap Value Equity, MML Growth Equity,
MML Emerging Growth 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 exposed to or currently convertible into such currency, other than with
respect to proxy hedging as described below.

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To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, MML Large Cap Value, MML Small
Cap Value Equity, MML Growth Equity, MML Emerging Growth and MML Small Cap
Growth Equity may also engage in proxy hedging. Proxy hedging is often used
when the currency to which a Fund's portfolio is exposed is difficult to hedge
or to hedge against the dollar. Proxy hedging entails entering into a forward
contract to sell a currency whose changes in value are generally considered to
be linked to a currency or currencies in which some or all of the Fund's
portfolio securities are or are expected to be denominated, and to buy U.S.
dollars. The amount of the contract would not exceed the value of the Fund's
securities denominated in or exposed to linked currencies. For example, if a
Fund's investment sub-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 Fund's investment sub-adviser believes that
the value of schillings will decline against the U.S. dollar, the Fund's
investment sub-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 a 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 a 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 an
investment sub-adviser 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.

MML Large Cap Value, MML Growth Equity, MML Emerging Growth and MML Small
Cap Growth Equity may also engage in the following types of swap transactions,
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

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<PAGE>

normally held to maturity, but are instead liquidated through offsetting
transactions which may result in a profit or a loss as explained below.

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

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

B-11
<PAGE>

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

5. Call and Put Options

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

For a number of reasons, a liquid market may not exist and thus a Fund may
not be able to close out an option position that it has previously entered
into. When a Fund purchases an over-the-counter 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 Over-the-Counter Options--All options purchased or
sold by MML Large Cap Value, MML Growth Equity, MML Emerging Growth and MML
Small Cap Growth Equity will be traded on a

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<PAGE>

securities exchange or will be purchased or sold by securities dealers (over-
the-counter options) that meet creditworthiness standards approved by the
Funds' Board of Trustees. While exchange traded options are obligations of the
Options Clearing Corporation, in the case of over-the-counter 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 over-the-counter 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 over-the-counter options as liquid. In these
cases, the over-the-counter option itself would only be considered illiquid to
the extent that the maximum repurchase price under the formula exceeds the
intrinsic value of the option.

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

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

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

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 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 quality
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 forward contracts
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"

B-13
<PAGE>

the forward contracts. Forward contracts involve a risk of a loss if the value
of the security to be purchased declines prior to the settlement date, which
risk is in addition to the risk of decline of the Fund's other assets. A Fund
may realize short-term gains or losses upon the sale of forward contracts.

Risks in Using Derivatives--There can be no assurance that the use of
Derivatives by any of the Funds will assist it in achieving its investment
objectives. Derivatives can be volatile and involve various types and degrees
of risk, depending upon the characteristic of the particular Derivative and
the portfolio as a whole. Derivatives permit the Fund to increase or decrease
the level of risk, or change the character 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.

I. Other Investment Practices

1. Repurchase Agreements--MML Money Market, MML Managed Bond, MML Blend, MML
Equity Index, MML Large Cap Value, MML Small Cap Value Equity, MML Growth
Equity, MML OTC 100, MML Emerging Growth 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 U.S.
Government securities and which meet the credit requirements set by MML
Trust's Board of Trustees from time to time) for delivery on an agreed-upon
future date. The resale price exceeds the purchase price by an amount that
reflects an agreed-upon interest rate effective for the period during which
the repurchase agreement is in effect. The majority of these agreements run
from day to day, and delivery pursuant to the resale agreement typically will
occur within one to five days of the purchase. A repurchase agreement is
considered to be a loan by a Fund for purposes of its investment 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.

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, a 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, a 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.

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<PAGE>

2. Reverse Repurchase Agreements--MML Blend, MML Large Cap Value, MML Small
Cap Value Equity, MML Managed Bond, MML Growth Equity, MML Emerging Growth 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.

3. Restricted and Illiquid Securities--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 Fund's investment sub-adviser if such determination is pursuant to Board-
approved guidelines.

Although the Board of Trustees is responsible for determining the liquidity
of restricted securities, it is not required to specifically approve and
review each restricted security recommended by the investment sub-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 investment sub-
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 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 exception 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 Large Cap Value, MML Small Cap Value Equity, MML
Equity, MML Blend, MML Growth Equity, MML Emerging Growth and MML Small Cap
Growth Equity may each invest in warrants. A warrant typically gives the
holder the right to purchase an underlying stock at a specified price for a
designated period of time. Warrants may be a relatively volatile investment
for the holder. The holder of a warrant takes the risk that the market price
of the underlying stock may never equal or exceed the exercise price of the
warrant. A warrant will expire without value if it is not exercised or sold
during its exercise period. MML Small Cap Value Equity may invest up to 5% of
the value of its assets in an effort to build a position in the underlying
common stocks and, of such 5%, no more than 2% may be invested in warrants
that are not listed on the New York Stock Exchange or the American Stock
Exchange.

These Funds 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.

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<PAGE>

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

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

MML Large Cap Value, MML Small Cap Value Equity, MML Growth Equity, MML
Emerging Growth and MML Small Cap Growth Equity are permitted to invest in
foreign securities, but generally intend to make such investments only if: (i)
such securities are U.S. denominated; or (ii) if such securities are not U.S.
denominated, the Fund contemporaneously enters into a foreign currency
transaction to hedge the currency risk associated with the particular foreign
security. If these Funds' securities are held abroad, the countries in which
such securities may be held and the subcustodian 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 Large Cap Value, MML Small Cap Value
Equity, MML Growth Equity, MML Emerging Growth 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 Large Cap Value, MML Growth Equity and MML Small Cap Growth Equity and
MML Emerging Growth also may invest in sponsored or unsponsored Global
Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs") to the
extent they become available. GDRs and EDRs are typically issued by foreign
depositaries and are evidence of ownership interests in a security or pool of
securities issued by either a foreign or a U.S. corporation. Holders of
unsponsored GDRs and EDRs generally bear all the costs associated with
establishing them. The depositary of an unsponsored GDR or EDR is under no
obligation to distribute shareholder communications received from the
underlying issuer or to pass through to the GDR or EDR holders any voting
rights with respect to the securities or pools of securities 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 values 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 securities 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

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<PAGE>

. 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 sell portfolio
securities may be affected by laws or regulations relating to the
convertibility of currencies and repatriation of assets.

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

B-17
<PAGE>

markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt
liquidation of substantial holdings difficult or impossible at times.
Securities of issuers located in countries with emerging markets may have
limited marketability and may be subject to more abrupt or erratic price
movements.

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

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

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

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

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

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

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

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

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

7. Short Sales Against-the-Box--Selling short "against-the-box" refers to
the sale of securities actually owned by the seller but held in safekeeping.
In such short sales, while the short position is open, a Fund must own an
equal amount of such securities, or by virtue of ownership of securities have
the right, without payment of further consideration, to obtain an equal amount
of securities sold short. Short sales against-the-box generally produce
current recognition of gain for federal income tax purposes on the
constructive sale of securities "in the box" prior to the time the short
position is closed out. None of the Funds currently intends to engage in short
sales against-the-box.

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

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<PAGE>

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

MML Money Market's non-fundamental investment policy is that, at the time it
acquires a security, it will invest 100% of its net assets in First Tier
Securities, but it retains the right to invest no more than 5% of its net
assets in Second Tier Securities. A security qualifies as a First Tier
Security if (a) two nationally recognized statistical rating organizations
("NRSROs") have both given it their highest ratings, even if other NRSROs have
rated it lower, or (b) one NRSRO has given it the highest rating, if the
security has been rated by one NRSRO. In addition to Standard & Poor's Ratings
Group ("S&P") and Moody's Investors Service, Inc., ("Moody's") other NRSROs
include: Duff & 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 the Fund's investment sub-
adviser determines that such securities are of comparable quality to First or
Second Tier Securities. A rating or determination of comparable quality is no
guarantee that a portfolio instrument will not decline in creditworthiness
and/or value.

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

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

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

At present, obligations of United States agencies or instrumentalities which
the Fund's investment sub-adviser intends to purchase for the portfolio of MML
Money Market include principally obligations of the 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,
the Federal Farm Credit Banks and the Federal Home Loan Banks (which may be
backed only by the credit of the issuer itself).

10. Other Short-Term Investments--MML Large Cap Value, MML Equity Index, MML
Growth Equity, MML OTC 100, MML Small Cap Value Equity, MML Emerging Growth,
and MML Small Cap Growth Equity may invest, without restriction or limitation
(except as specifically described below), 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

B-19
<PAGE>

that differ in their interest rates, maturities and times of issuance, are
backed by the full faith and credit of the Government. Other U.S.
Government securities are secured by the right of the issuer to borrow from
the U.S. Treasury. Other U.S. Government securities are supported by
discretionary authority of the U.S. Government to purchase certain
obligations from the agency or instrumentality. Other U.S. Government
securities are supported only by the credit of the issuing agent or
instrumentality. These securities bear fixed, floating or variable rates of
interest. There can be no assurance that the U.S. Government will pay
interest and principal on securities on which it is not legally obligated
to do so.

Bank Obligations--The Funds 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, the Funds 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. 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 the Funds 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 the investment sub-adviser to be of comparable quality to those rated
obligations which may be purchased by the Fund.

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

11. Mortgage-Backed U.S. Government Securities and CMOs--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 the Government National Mortgage

B-20
<PAGE>

Association); some are supported by the right of the issuer to borrow from the
U.S. Government (e.g., obligations of the Federal Home Loan Mortgage
Corporation); and some are backed by only the credit of the issuer itself
(e.g., the 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.

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

12. Asset-Backed Securities--These securities are issued by trusts and
special purpose entities. They are backed by pools of assets, such as
automobile and credit-card receivables and home equity loans. Payments on the
underlying obligations are passed through to the security holders (less
servicing fees paid to the originator or fees for any credit enhancement). The
value of an asset-backed security is affected by changes in the market's
perception of the asset backing the security, the creditworthiness of the
servicing agent for the loan pool, the originator of the loans, or the
financial institution providing any credit enhancement, and is also affected
if any credit enhancement has been exhausted. Payments of principal and
interest passed through to holders of asset-backed securities are typically
supported by some form of credit enhancement, such as a letter of credit,
surety bond, limited guarantee by another entity or by 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,
MML Blend, MML Large Cap Value, MML Growth Equity, MML OTC 100, MML Small Cap
Growth Equity and MML Emerging Growth 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 the Funds seek to
achieve their respective investment objectives and such investor's ability to
assume these risks before investing in the Funds.

14. Investment Basket--The Board of Trustees, notwithstanding any of the
investment restrictions set forth in this Statement of Additional Information
or those set forth in the Prospectus, except those imposed as a matter of law,
may authorize one or more Funds to invest in any security or investment
related instrument, or to engage in investment related transactions or
practices, such as newly developed debt instruments or hedging programs. The
Board must determine that to do so is consistent with the Fund's investment
objectives and policies and has adopted reasonable guidelines for use by the
Fund's investment sub-adviser. Moreover, at the time of making such an
investment or entering into such transaction, such investments or instruments
cannot account for more than 10% of the Fund's total assets.

15. Other Income-Producing Securities

Other types of income-producing securities the Funds (other than MML Money
Market) may purchase, include, but are not limited to, the following, although
the investment sub-adviser for MML Managed Bond and the Bond Segment of MML
Blend will not purchase securities which require interest rate anticipation
techniques:

. Variable and floating rate obligations. These types of securities have
variable or floating rates of interest and, under certain limited
circumstances, may have varying principal amounts. These securities pay
interest at rates that are adjusted periodically according to a specified
formula, usually with reference to some interest rate index or market
interest rate. The floating rate tends to decrease the security's price
sensitivity to changes in interest rates. These types of securities are
relatively long-term instruments that often carry demand features
permitting the holder to demand payment of principal at any time or at
specified intervals prior to maturity.

In order to most effectively use these investments, a Fund's sub-adviser
must correctly assess probable movements in interest rates. This involves
different skills than those used to select most portfolio securities. If
the sub-adviser incorrectly forecasts such movements, a Fund could be
adversely affected by the use of variable or floating rate obligations.

. Standby commitments. These instruments, which are similar to a put, give a
Fund the option to obligate a broker, dealer or bank to repurchase a
security held by the Fund at a specified price.

. Tender option bonds. Tender option bonds are relatively long-term bonds
that are coupled with the agreement of a third party, such as a broker,
dealer or bank, to grant the holders of such securities the option to
tender the securities to the institution at periodic intervals.

. Inverse floaters. These are debt instruments whose interest bears an
inverse relationship to the interest rate on another security. It is
expected that no Fund will invest more than 5% of its assets in inverse
floaters. Similar to variable and floating rate obligations, effective use
of inverse floaters requires skills different from those needed to select
most portfolio securities. If movements in interest rates are incorrectly
anticipated, a Fund could lose money or the net asset value of its shares
could decline by the use of inverse floaters.

B-22
<PAGE>

. Strip bonds. Strip bonds are debt securities that are stripped of their
interest, usually by a financial intermediary, after the securities are
issued. The market value of these securities generally fluctuates more in
response to changes in interest rates than interest-paying securities of
comparable maturities.

Standby commitments, tender option bonds and instruments with demand
features are primarily used by the Funds for the purpose of increasing the
liquidity of a Fund's portfolio.

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 and MML
OTC 100 purchase and sell futures contracts on the relevant stock index for
which it can obtain the best price with consideration also given to liquidity.

Using futures in anticipation of market transactions involves certain risks.
Although each of these Funds 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 their futures transactions, MML Equity Index and MML OTC
100 may be required to establish and maintain at the 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.

18. Trading Activity--It is the policy of MML Equity not to invest for the
purpose of exercising management or control. It is also the policy of MML
Equity not to engage in arbitrage activities. In seeking a high rate of return
from interest income and capital appreciation as well as in seeking to
preserve capital values, MassMutual intends to engage in the active management
of MML Managed Bond's portfolio. MML Money Market will make portfolio
investments primarily in anticipation of or in response to changing economic
and money market conditions and trends. Trading activity is expected to be
relatively low. However, it is anticipated from time to time that MML Money
Market will take advantage of temporary disparities in the yield relationships
among the different segments of the money market or among particular
instruments within the same segment of the market to make purchases and sales
when management deems that such transactions will improve the yield or the
quality of the portfolio.

The investment sub-adviser's intend to use trading as a means of managing
the portfolio of MML Blend, MML Large Cap Value, MML Equity Index, MML OTC
100, MML Growth Equity, MML Emerging Growth and MML Small Cap Growth Equity in
seeking to achieve their investment objectives. Portfolio trading involves
transaction costs, but will be engaged in when a Fund's investment sub-adviser
believes the result of the trading, net of transaction costs, will benefit the
Funds.

19. Roll Transactions--To take advantage of attractive financing
opportunities in the mortgage market and to enhance current income, MML Blend
may engage in dollar roll transactions. A dollar roll transaction involves a
sale by the Fund of a GNMA certificate or other mortgage-backed securities to
a financial institution, such as a bank or a broker-dealer, concurrent with an
agreement by the Fund to repurchase a similar security from the

B-23
<PAGE>

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

The Fund will not use such transactions for leveraging purposes and,
accordingly, will segregate cash or other liquid securities in an amount
sufficient to meet its 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

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

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

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

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

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

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

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

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

7. Make short sales of securities;

B-24
<PAGE>

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;

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

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

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

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

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

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

16. Borrow money, except from banks as a temporary measure for
extraordinary or emergency purposes (but not for the purpose of making
investments), and except to the extent that each Fund engages in financial
futures transactions and in reverse repurchase agreements, provided (a)
that the aggregate amount of all such borrowings at the time of borrowing
does not exceed 10% of the total assets of the Fund taken at cost, and (b)
that immediately after the borrowing, and at all times thereafter, there
will be an asset coverage of at least 300% for all of the Fund's borrowings
(including all obligations under financial futures contracts on debt
obligations; or

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

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

B-25
<PAGE>

(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 and MML OTC 100 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 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.

B-26
<PAGE>

MML Large Cap Value Fund, MML Small Cap Value Equity Fund, MML Growth Equity
Fund, MML Emerging Growth Fund and MML Small Cap Growth Equity Fund

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

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

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

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

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

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

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

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

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

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

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

Notwithstanding any fundamental investment restriction set forth above or
the Prospectus, MML Large Cap Value, MML Small Cap Value Equity, MML Growth
Equity, MML Emerging Growth 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 investment sub-adviser, 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.

B-27
<PAGE>

In addition to the fundamental investment restrictions of MML Large Cap
Value, MML Small Cap Value Equity, MML Growth Equity, MML Emerging Growth 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 Large Cap
Value, MML Small Cap Value Equity, MML Growth Equity, MML Emerging Growth 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 investment sub-advisers or affiliates 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.

B-28
<PAGE>

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. Trustees of
MML Trust and principal officers of MML Trust are listed below together with
information on their age, address, positions with MML Trust, principal
occupations during the past five years and other principal business
affiliations.

Stuart H. Reese* Chairman and Trustee of MML Trust
1295 State Street
Springfield, MA 01111
Age: 45

Chief Investment Officer (since 1999), Chief Executive Director (1997-1999),
Executive Director (1996-1997), Senior Vice President (1993-1996), MassMutual;
President and Chief Executive Officer (since 1999), David L. Babson and
Company Incorporated (investment adviser); President (since 1995), Executive
Vice President (1993-1995), MassMutual Corporate Investors and MassMutual
Participation Investors (closed-end investment companies); Director (since
1996), Antares Capital Corporation (finance company) and Charter Oak Capital
Management, Inc. (investment adviser); President and Director (since 1996),
HYP Management Inc. (managing member of MassMutual High Yield Partners II
LLC), and MMHC Investment Inc. (investor in funds sponsored by MassMutual);
Director (since 1994), MassMutual Corporate Value Partners Limited (investor
in debt and equity securities) and MassMutual Corporate Value Limited (parent
of MassMutual Corporate Value Partners Limited); President (since 1997),
MassMutual/Darby CBO IM Inc. (manager of MassMutual/Darby CBO LLC, a high
yield bond fund); Director (1994-1996), Pace Industries (aluminum die caster);
Advisory Board Member (since 1995), Kirtland Capital Partners; President
(since 1995), Chairman and Trustee (since 1999), MassMutual Institutional
Funds (open-end investment company).

Ronald J. Abdow Trustee of MML Trust
1111 Elm Street
West Springfield, MA 01089
Age: 69

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

Richard H. Ayers Trustee of MML Trust
176 Sewall Road
Wolfreboro, NH 03894
Age: 58

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).

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

B-29
<PAGE>

Mary E. Boland Trustee of MML Trust
67 Market Street
Springfield, MA 01102
Age: 61

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: 66

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* Trustee of MML Trust
1295 State Street
Springfield, MA 01111
Age: 71

Consultant (since 1993), MassMutual; Director (since 1996), Investment
Technology Group, Inc.; Director, The Advest Group, Inc. (financial services
holding company), HSB Group Inc. (formerly known as Hartford Steam Boiler
Inspection and Insurance Co.), Nellie Mae, Kimco Realty Corp. (shopping center
ownership and management); Director (since 1993), Jefferies Group, Inc.
(financial services holding company); Vice Chairman (since 1995), Chairman
(1982-1995), Trustee (since 1974), MassMutual Corporate Investors, and Trustee
(since 1988), Vice Chairman (since 1995), Chairman (1988-1995), MassMutual
Participation Investors (closed-end investment companies); Director (since
1996), Charter Oak Capital Management, Inc.; Trustee (since 1996), MassMutual
Institutional Funds (open-end investment company).

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

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

Beverly L. Hamilton Trustee of MML Trust
555 South Flower Street
Los Angeles, CA 90071
Age: 54

President, ARCO Investment Management Co.; Director, Connecticut Natural
Gas; Director, Emerging Markets Growth Fund (closed-end investment company);
Director (since 1997), United Asset Management Corp. (investment management);
Trustee (since 1996), MassMutual Institutional Funds (open-end investment
company).
- --------
* Trustee who is an "interested person" of MML Trust within the definition set
forth in Section 2(a)(19) of the 1940 Act.

B-30
<PAGE>

F. William Marshall, Jr. Trustee of MML Trust
1441 Main Street
Springfield, MA 01102
Age: 58

Chairman (since 1999), SIS and Family Bank, F.S.B. (formerly SIS Bank);
President, Chief Executive Officer and Director (1993-1999), SIS Bancorp, Inc
and SIS Bank (formerly, Springfield Institution for Savings); Director (since
1999), Peoples Heritage Financial Group, Inc.; Chairman and Chief Executive
Officer (1990-1993), Bank of Ireland First Holdings, Inc. and First New
Hampshire Banks; Trustee (since 1996), MassMutual Institutional Funds (open-
end investment company).

Charles J. McCarthy Trustee of MML Trust
181 Eton Road
Longmeadow, MA 01106
Age: 77

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

Robert J. O'Connell* Trustee of MML Trust
1295 State Street
Springfield, MA 01111
Age: 56

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

John V. Murphy* Trustee and President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 50

Executive Vice President (since 1997), MassMutual; Executive Vice President,
Director and Chief Operating Officer (1995-1997), David L. Babson and Company
Incorporated (investment adviser); Senior Vice President and Director (1995-
1997), Potomac Babson Incorporated (investment adviser); Chief Operating
Officer (1993-1996), Concert Capital Management, Inc. (investment adviser);
Trustee and President (since 1999), MassMutual Institutional Funds (open-end
investment company); Trustee, MassMutual Institutional Funds (1997-1999).
- --------
* Trustee who is an "interested person" of MML Trust within the definition set
forth in Section 2(a)(19) of the 1940 Act.

B-31
<PAGE>

J. Spencer Williams Chief Financial Officer and
1295 State Street Treasurer of MML Trust
Springfield, MA 01111
Age: 41

Senior Vice President (since 1998), Vice President (1997), MassMutual; Senior
Vice President (1996-1997), Vice President (1994-1995), Federated Investors
(investment adviser); Chief Financial Officer and Treasurer (since 1999),
MassMutual Institutional Funds (open-end investment company).

Paul DeSimone Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 43

Senior Vice President (since 1999), MassMutual, CM Life Insurance Company
(insurance company) and MML Baystate Insurance Company (insurance company);
Director (since 1999), MML Investors Services, Inc. (broker-dealer); Vice
President (1994-1999), American Skandia Investment Services (investment
adviser) and American Skandia Marketing, Inc. (broker-dealer).

Vernon J. Meyer Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 35

Vice President (since 1998), Second Vice President (1995-1998), Assistant Vice
President (1994-1995), MassMutual; Vice President (since 1999), MassMutual
Institutional Funds (open-end investment company).

Isaac Williams, Jr. Vice President of MML Trust
1295 State Street
Springfield, MA 01111
Age: 41

Second Vice President (since 1998), MassMutual; Regional Director (1988-1998),
Peerless Insurance Company (property/casualty insurance company); Vice
President (since 1999), MassMutual Institutional Funds (open-end investment
company).

Thomas M. Kinzler Vice President and Secretary of MML
1295 State Street Trust
Springfield, MA 01111
Age: 44

Vice President and Associate General Counsel (since 1999), Second Vice
President and Associate General Counsel (1996-1999), Assistant Vice President
and Counsel (1995-1996), Counsel (1989-1995), MassMutual; Vice President and
Secretary (since 1999), 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

B-32
<PAGE>

offices with MML Trust, except if it is determined in the manner specified in
the Declaration of Trust that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of MML Trust
or that such indemnification would relieve any Trustee or officer of any
liability to MML Trust or its shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of his or her duties.

The following table discloses actual compensation paid to non-interested
Trustees of MML Trust during the 1999 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. The plan provides for
amounts deferred to be credited a rate of interest set by the Board of
Trustees from time to time, currently eight percent (8%). No Trustee is
currently entitled to receive any benefits under such deferred compensation
plan. Each of the non-interested Trustees also serves as a Trustee of one
other registered investment company managed by MassMutual.

<TABLE>
<CAPTION>
Total Compensation
Aggregate Compensation from MML Trust and
Name/Position from MML Trust Fund Complex
- ------------- ---------------------- ------------------
<S> <C> <C>
Ronald J. Abdow....................... $16,000 $32,000
Trustee
Mary E. Boland........................ $16,000 $32,000
Trustee
William F. Marshall................... $16,000 $32,000
Trustee
Charles J. McCarthy................... $17,000 $34,000
Trustee
John H. Southworth.................... -- --
Trustee
Richard H. Ayers...................... $16,000 $32,000
Trustee
David E. A. Carson.................... $16,000 $32,000
Trustee
Richard W. Greene..................... $16,000 $32,000
Trustee
Beverly L. Hamilton................... $16,000 $32,000
Trustee
</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 December 31, 1999, and, therefore, may be deemed to be
in control (as that term is defined in the 1940 Act) of MML Equity Index.
MassMutual, MML Bay State and C.M. Life Insurance Company ("C.M. Life") were
the record owners of all of the outstanding shares of each of the other series
of MML Trust as of December 31, 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 Large Cap Value, MML OTC 100 and MML Emerging Growth did not
commence operations until May 1, 2000. 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.

B-33
<PAGE>

VI. INVESTMENT MANAGEMENT AND OTHER SERVICES

MassMutual serves as investment adviser to 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,
other than for MML Equity Index and MML Managed Bond which are substantially
identical, MassMutual is obligated to provide for the management of each
Fund's portfolio of securities 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, and in accordance with each Fund's
investment objective, policies and restrictions as set forth herein and in the
Prospectus, and has the right to select sub-advisers to the Funds pursuant to
investment subadvisory agreements (the "Subadvisory Agreements").

Pursuant to the Management Agreements, MassMutual is paid a quarterly fee at
the annual rate, for each of MML Equity, MML Money Market, MML Managed Bond
and MML Blend, of .50% of the first $100 million of the average daily net
asset value of each Fund, .45% of the next $200 million, .40% of the next $200
million and .35% of any excess over $500 million. MassMutual is paid a
quarterly fee at the annual rate of .65% of the first $100 million of the
average daily net asset value of MML Small Cap Value Equity, .60% of the next
$200 million, .55% of the next $200 million and .50% of any excess over $500
million. MassMutual is paid a quarterly fee at the annual rate of .40% of the
first $100 million of the average daily net assets of MML Equity Index, .38%
of the next $150 million and .36% of any net assets thereafter. MassMutual has
agreed to bear expenses of each MML Equity, MML Money Market, MML Managed
Bond, MML Blend and MML Small Cap Value Equity (other than the management fee,
interest, taxes, brokerage commissions and extraordinary expenses) in excess
of .11% of average daily net asset value through April 30, 2001. This
agreement cannot be terminated unilaterally by MassMutual. For the period
ended December 31, 1999, MassMutual paid $46,371 for MML Small Cap Value
Equity, $47,560 for MML Growth Equity and $51,576 for MML Small Cap Growth
Equity.

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, .72% on the next $600 million, and .65% on
assets over $1.5 billion. For the Management Agreement relating to MML Small
Cap Growth Equity, MassMutual is paid a quarterly fee at the annual rate of
1.075% on the first $200 million, 1.050% on the next $200 million, 1.025% on
the next $600 million and 1.000% on assets over $1 billion.

For the Management Agreement relating to MML Large Cap Value Fund,
MassMutual is paid a quarterly fee at the annual rate of .80% on the first
$100 million of the average daily net asset value of the Fund, .75% on the
next $400 million and .70% on assets over $500 million. For the Management
Agreement relating to MML OTC 100 Fund, MassMutual is paid a quarterly fee at
the annual rate of .45% on the first $200 million of the average daily net
asset value of the Fund, .44% on the next $200 million and .42% on assets over
$400 million. For the Management Agreement relating to MML Emerging Growth
Fund, MassMutual is paid a quarterly fee at the annual rate of 1.05% on the
first $200 million of the average daily net asset value of the Fund, 1.00% on
the next $200 million and .95% on assets over $400 million.

The Management Agreements except for the management agreement with respect
to MML Equity Index also provide that MassMutual will perform all
administrative functions relating to the Fund. With respect to each of the
other Funds except MML Managed Bond, MML Trust agrees to bear its own
expenses, however, MassMutual has agreed to bear the cost of investment
advisory services, fund accounting and other administrative expenses, and
distribution expenses. The Management Agreement relating to MML Managed Bond
provides that MassMutual will perform all administrative functions relating to
that Fund and will bear all expenses of that Fund except: (1) taxes and
corporate fees payable to government agencies; (2) brokerage commissions and
other capital items payable in connection with the purchase or sale of Fund
investments; (3) interest on account of any borrowings by the Fund; (4) fees
and expenses of Trustees of MML Trust who are not interested person, as
described in the 1940 Act or advisers of the Trust; and (5) fees of the Fund's
independent certified public accountants.

B-34
<PAGE>

MassMutual provides administrative and shareholder services to MML Equity
Index under a separate Administrative and Shareholder Services Agreement
pursuant to which MassMutual is obligated to provide all necessary
administrative and shareholder services and to bear some Class specific
expenses, such as federal and state registration fees, printing and postage.
MassMutual may, at its expense, employ others to supply all or any part of the
services to be provided to the Fund pursuant to such Administrative and
Shareholder Services Agreement. The Trust, on behalf of MML Equity Index, pays
MassMutual an administrative services fee monthly at an annual rate, for Class
I shares, .30% on the first $100 million of the average daily net assets of
the Class I shares, .28% on the next $150 million, and .26% on assets over
$250 million; for Class II shares, .19% of the average daily net assets of the
Class II shares; and for Class III shares, an amount not to exceed .05% of the
average daily net assets of the Class III shares. The Administrative and
Shareholder Services Agreement is effective May 1, 2000. Therefore, there were
no separate administrative services fees paid to MassMutual on account of the
Fund which are not included in the management fees described earlier.

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

<TABLE>
<CAPTION>
Net Assets Investment Management Fees
-------------- ----------------------------------
Fund Dec. 31, 1999 1997 1998 1999
---- -------------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
MML Equity Fund............. $2,748,155,333 $8,082,863 $10,216,960 $11,203,491
MML Money Market Fund....... 200,569,911 703,344 693,453 865,386
MML Managed Bond Fund....... 239,909,562 913,026 1,034,821 1,213,876
MML Blend Fund.............. 2,636,320,836 8,933,947 10,258,337 10,793,795
MML Equity Index Fund*...... 95,049,261 61,760 117,348 212,438
MML Small Cap Value Equity
Fund**..................... 20,137,097 N/A 35,260 91,822
MML Growth Equity Fund***... 39,486,606 N/A N/A 154,726
MML Small Cap Growth Equity
Fund***.................... 47,876,632 N/A N/A 222,486
</TABLE>
- --------
* MML Equity Index Fund commenced operations on May 1, 1997.
** MML Small Cap Value Equity Fund commenced operations on June 1, 1998.
*** MML Growth Equity Fund and MML Small Cap Growth Equity Fund commenced
operations on May 3, 1999.

MML Large Cap Value Fund, MML OTC 100 Fund and MML Emerging Growth Fund
commenced operations on May 1, 2000.

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

David L. Babson and Company Incorporated

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

B-35
<PAGE>

Pursuant to investment sub-advisory agreements between MassMutual and
Babson, Babson serves as investment sub-adviser to MML Money Market, MML
Managed Bond, MML Equity, MML Small Cap Value Equity and the Money Market,
Bond and Equity Segments of MML Blend, and provides day-to-day management of
these Funds' investments. Babson is located at One Memorial Drive, Cambridge,
Massachusetts 02142. Babson and its employees manage over $70 billion in
assets, after giving effect to a recent corporate reorganization among Babson
and MassMutual's investment advisory units as more fully described in the
Prospectus.

Effective January 1, 2000, MassMutual pays Babson a sub-advisory fee equal
to an annual rate of .05% of the average daily net assets of MML Money Market,
.10% of the average daily net assets of MML Managed Bond and .09% of the
average daily net assets of the Money Market and Managed Bond Segments of MML
Blend. Babson was appointed as investment sub-adviser to these Funds in
connection with the corporate reorganization of MassMutual's investment
advisory businesses.

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

MassMutual's Sub-Advisory Agreements with Babson will terminate
automatically upon their assignment or upon the termination of the respective
Management Agreement or by MassMutual upon sixty days' written notice or by
liquidation of MML Equity, MML Small Cap Value or the Equity Segment of MML
Blend. Babson provides investment sub-advisory services to MassMutual Prime
Fund, MassMutual Short-Term Bond Fund, MassMutual Core Bond Fund, MassMutual
Diversified Bond Fund, MassMutual Core Equity Fund, MassMutual Small Cap Value
Equity Fund and the Prime, Core Bond and Equity Segments of the MassMutual
Balanced Fund, all series of another registered, open-end investment company
for which MassMutual serves as investment adviser.

Mellon Equity Associates, LLP

The Sub-Advisory Agreement acknowledges that when the purchase or sale of
securities of the same issuer is suitable for the Fund and one or more other
investment companies or accounts managed by Mellon Equity which attempt to
track an equity index, such purchases or sales may and normally will be
combined, to the extent practicable, and will be allocated as nearly as
practicable on a pro rata basis in proportion to the amounts to be purchased
or sold for each. In determining the amounts to be purchased or sold, the main
factors to be considered will be the investment objectives of the respective
portfolios, the relative size of portfolio holdings of the same or comparable
security, availability of cash for investment by the various portfolios and
the size of their respective investment commitments. Mellon Equity believes
that the ability of the Fund to participate in larger volume transactions
will, in most cases, produce better execution for the Fund. In some cases,
however, this procedure could have a detrimental effect on the price and
amount of a security available to the Fund or the price at which a security
may be sold. It is the opinion of MML Trust's management that such execution
and advantage and the desirability of retaining Mellon Equity as index manager
of the Fund outweigh the disadvantages, if any, which might result from this
procedure.

Massachusetts Financial Services Company

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

B-36
<PAGE>

MassMutual pays MFS a quarterly fee equal to an annual rate of .40% on the
first $300 million of aggregate net assets under management, .37% on the next
$300 million of aggregate net assets, .35% on the next $300 million of
aggregate net assets, .32% on the next $600 million of aggregate net assets,
and .25% on assets over $1.5 billion. As used in this Statement of Additional
Information, 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 MassMutual or its affiliates,
under this same investment style and strategy including other funds registered
under the 1940 Act, for which that sub-adviser provides sub-advisory services.
MFS also provides investment sub-advisory services for MassMutual Growth
Equity Fund, a series of MassMutual Institutional Funds, an open-end
investment company for which MassMutual serves as investment adviser.

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

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

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

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

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

Deutsche Asset Management

MassMutual has also entered into investment sub-advisory agreements with
Deutsche Asset Management the marketing name of Bankers Trust Company ("DAM"),
pursuant to which, effective May 1, 2000, DAM serves as investment sub-adviser
to MML Equity Index and MML OTC 100 Fund, providing day-to-day management of
each Fund's investments. DAM is located at 130 Liberty Street, New York, NY
10006. DAM has in excess of $650 million in assets under management.

For MML Equity Index Fund, MassMutual pays DAM a quarterly fee equal to an
annual rate of .01% on the first $1 billion of aggregate net assets under
management, and .0075% on aggregate net assets in excess of $1 billion. For
MML OTC 100 Fund, MassMutual pays DAM a quarterly fee equal to an annual rate
of .05% on the first $200 million of aggregate net assets under management,
.04% on the next $200 million of aggregate net assets and .02% on aggregate
net assets in excess of $500 million. DAM also provides investment sub-
advisory services for the MassMutual Indexed Equity Fund and the MassMutual
OTC 100 Fund, each of which are series of MassMutual Institutional Fund, a
registered, open-end investment company for which MassMutual serves as
investment adviser.

B-37
<PAGE>

MassMutual's sub-advisory agreements with DAM will terminate automatically
upon their assignment or upon the termination of the respective Management
Agreements or by MassMutual upon ninety days' written notice or by liquidation
of the respective Fund.

Davis Selected Advisers, L.P.

MassMutual has also entered into an investment sub-advisory agreement with
Davis Selected Advisers, L.P. ("Davis") pursuant to which Davis serves as
investment sub-adviser to MML Large Cap Value, providing day-today management
of the Fund's investments. Davis is located at 127 East Marcy Street, Santa
Fe, New Mexico 87501. Davis has approximately $26 billion in assets under
management.

MassMutual pays Davis a quarterly fee equal to an annual rate of .45% on the
first $100 million of aggregate net assets under management, .40% on the next
$400 million of aggregate net assets and .35% on aggregate net assets in
excess of $500 million. Davis also provides investment sub-advisory services
for the MassMutual Large Cap Value Fund, a series of MassMutual Institutional
Funds, a registered, open-end investment company for which MassMutual serves
as investment adviser.

MassMutual's sub-advisory agreement with Davis will terminate automatically
upon its assignment or upon the termination of the Management Agreement or by
MassMutual upon ninety days' written notice or by liquidation of the Fund.

RS Investment Management

MassMutual has also entered into an investment sub-advisory agreement with
RS Investment Management ("RS") pursuant to which RS serves as investment sub-
adviser to MML Emerging Growth, providing day-today management of the Fund's
investments. RS is located at 388 Market Street, San Francisco, California
94111. RS has approximately $8 billion in assets under management.

MassMutual pays RS a quarterly fee equal to an annual rate of .65% on the
first $200 million of aggregate net assets under management, .60% on the next
$200 million of aggregate net assets and .55% on aggregate net assets in
excess of $400 million. RS also provides investment sub-advisory services for
the MassMutual Emerging Growth Fund, a series of MassMutual Institutional
Funds, a registered, open-end investment company for which MassMutual serves
as investment adviser.

MassMutual's sub-advisory agreement with RS will terminate automatically
upon its assignment or upon the termination of the Management Agreement or by
MassMutual upon ninety days' written notice or by liquidation of the Fund.

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 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.

B-38
<PAGE>

Other service providers of the Funds are as follows:

. Deloitte & Touche LLP, the independent accountant for each of the Funds,
provides audit services and assistance and consultation in connection
with tax returns and the reviewing of various SEC filings.

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

VI. BROKERAGE ALLOCATION AND PORTFOLIO TRANSACTIONS

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

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

The primary consideration in placing portfolio security transactions with
broker-dealers for execution is to obtain and maintain the availability of
best execution at reasonably competitive commission rates. Each Funds
investment sub-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 a Fund's investment sub-adviser may cause the
Fund to pay a broker-dealer which provides brokerage and research services to
the Fund's investment sub-adviser an amount of commission for effecting a
securities transaction for a Fund in excess of the amount other broker-dealers
would have charged for the transaction. The investment sub-adviser must first
determine in good faith that the greater commission is reasonable in relation
to the value of the brokerage and research services provided by the executing
broker-dealer viewed in terms of either a particular transaction or the
investments sub-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 Money Market, MML Managed

B-39
<PAGE>

Bond, MML Blend, MML Equity, MML Small Cap Value Equity and MML Blend; DAM is
subject to the same rights, obligations and procedures that apply to
MassMutual pursuant to its Management Agreement with MML Equity Index and MML
OTC 100; MFS is subject to the same rights, obligations and procedures that
apply to MassMutual pursuant to its Management Agreement with MML Growth
Equity; and J.P. Morgan and Waddell & Reed are subject to the same rights,
obligations and procedures that apply to MassMutual pursuant to its Management
Agreement with MML Small Cap Growth Equity; Davis is subject to the same
rights, obligations and procedures that apply to MassMutual pursuant to its
Management Agreement with MML Large Cap Value; and RS is subject to the same
rights, obligations and procedures that apply to MassMutual pursuant to its
Management Agreement with MML Emerging 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 investment sub-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 a Fund's investment sub-
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 investment sub-adviser. Research provided by brokers is used for the
benefit of all of an investment sub-adviser's clients and not solely or
necessarily for the benefit of MML Trust. The investment sub-adviser attempts
to evaluate the quality of Research provided by brokers. Results of this
effort are sometimes used by the investment sub-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 investment sub-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 investment sub-advisor 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 investment sub-adviser's in carrying out
its obligations to MML Trust.

Brokerage commissions paid by the Funds for the fiscal years ended December
31, 1999, December 31, 1998 and December 31, 1997, respectively, were as
follows: MML Equity $1,083,258, $966,952,and $1,252,897; and MML Blend
$617,153, $705,119 and $777,304. MML Small Cap Value Equity paid brokerage
commissions of $14,899 for the fiscal year ended December 31, 1998 and $25,148
for the fiscal year ended December 31, 1999. This Fund commenced operations on
June 1, 1998. MML Money Market and MML Managed Bond did not incur any
brokerage commissions during these periods. MML Growth Equity and MML Small
Cap Growth Equity paid $67,101 and $27,264 for the fiscal year ended December
31, 1999.

MML Trust paid aggregate brokerage commissions to Jefferies & Co.
("Jefferies") of $9,845 in 1997, $6,776.00 in 1998 and $52,685 in 1999. MML
Trust also paid brokerage commissions to Advest, Inc. ("Advest") of $3,192.00
in 1998 and $15,294.00 in 1999. Additionally, the MML Trust on behalf of the
MML Small Cap Growth Equity Fund paid $1,245 to J. P. Morgan and its
affiliates. A Trustee of MML Trust is a director of the parent companies of
Jefferies, Advest and J. P. Morgan.

MML Equity Index Fund and MML OTC 100 Fund

MML Equity Index and MML OTC 100 Fund have no obligation to deal with any
dealer or group of dealers in the execution of transactions in portfolio
securities. The Fund's Investment Management Agreements with MassMutual
provide 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.

B-40
<PAGE>

Consistent with this agreement, the present policy of these funds and their
investment sub-advisers, in placing brokerage transactions, is to seek best
execution by responsible brokerage firms at reasonably competitive commission
rates. The investment sub-adviser 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
Funds.

By virtue of the Sub-Advisory Agreements, DAM is subject to the same rights,
obligations and procedures that apply to MassMutual pursuant to its Investment
Management Agreement with the Funds. The investment sub-adviser assumes
general supervision over placing orders on behalf of the Funds for the
purchase or sale of portfolio securities. Allocation of brokerage
transactions, including their frequency, is made in the best judgment of the
investment sub-adviser. The primary consideration is to obtain executions at
the most favorable and reasonable commission rates in relation to the benefits
received. The investment sub-adviser 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 each Index
on which each Fund seeks to achieve investment objective and from purchases
and redemptions of Fund shares and the reinvestment of Fund dividends.
Portfolio turnover may vary from year to year, as well as within a year. High
turnover rates are likely to result in comparatively greater brokerage
expenses. The overall reasonableness of brokerage commissions paid is
evaluated by the investment sub-adviser 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 and December 31, 1999, respectively, were $2,022.00 and
$17,596. Effective May 1, 2000 DAM replaced Mellon Equity Associates as sub-
adviser for MML Equity Index.

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 a 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 the investments sub-adviser manages, and for which it has
brokerage placement authority, in the interest of seeking the best overall
terms. When the investment sub-adviser determines that a particular security
should be bought or sold for the Fund and other accounts managed by it, the
investment sub-adviser undertakes to allocate those transactions among the
participants equitably.

Under the 1940 Act, persons affiliated with MML Equity Index and MML OTC
100, such as MassMutual, DAM 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.

B-41
<PAGE>

VIII. CAPITAL SHARES

MML Trust is a "series" company. To date, shares of eleven (11) series
(i.e., investment portfolios) have been authorized, which constitute the
interests in the Funds described in this Statement of Additional Information.
Under MML Trust's Declaration of Trust, however, the Board of Trustees is
authorized to create new series in addition to the Funds without the necessity
of a vote of shareholders of MML Trust. Each share of a particular series
represents an equal proportionate interest in that series with each other
share of the same series, none having priority or preference over another.
Each series shall be preferred over all other series in respect of the assets
allocated to that series. Each share of a particular series is entitled to a
pro rata share of any distributions declared by that series and, in the event
of liquidation, a pro rata share of the net assets of that series remaining
after satisfaction of outstanding liabilities. When issued, shares are fully
paid and nonassessable and have no preemptive, conversion or subscription
rights.

The Trustees and shareholders of MML Equity Index have approved an amendment
to the Trust's Declaration of Trust to permit the Trustees to create one or
more classes of shares of MML Equity Index.

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, or with respect to MML Equity Index, one or more classes
of shares, then only shareholders of such series, or class in the case of MML
Equity Index 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.

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,

B-42
<PAGE>

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

Fund shares of each MML Trust Series 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 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.

Portfolio securities traded on more than one national securities exchange
are valued at the last price on the business day as of which such value is
being determined at the close of the exchange representing the principal
market for such securities. All assets and liabilities expressed in foreign
currencies will be converted into U.S. dollars at the mean between the buying
and selling rates of such currencies against U.S. dollars last quoted by any
major bank. If such quotations are not available, the rate of exchange will be
determined in accordance with policies established by the Board of Trustees.

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<PAGE>

MML Money Market Fund

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

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

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

B-44
<PAGE>

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, MML Large Cap Value,
MML Small Cap Value Equity or MML Emerging Growth 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 1999 each of the
Funds did comply, with the provisions of the Internal Revenue Code applicable
to regulated investment companies. As a result, the Funds will not be subject
to federal income tax on any distributed net income or capital gains. To meet
these requirements and to meet other requirements necessary for it to be
relieved of federal income taxes on income and gain it distributes to the
separate investment accounts that invest in the Funds, each Fund must, among
other things:

1. derive at least 90% of its gross income from dividends, interest,
payments with respect to certain securities loans, gains from the sale or
other disposition of stock, securities or foreign currencies, or other
income (including but not limited to gains from options, futures or forward
contracts) derived with respect to its business of investing in such stock,
securities or currencies;

2. diversify its holdings so that, at the close of each quarter of its
taxable year, (i) at least 50% of the value of its total assets consists of
cash, cash items, U.S. Government securities, securities of other regulated
investment companies, and other securities limited generally with respect
to any one issuer to a value not greater than 5% of the total assets of the
Fund and to not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested
in the securities of any issuer (other than U.S. Government securities or
securities of other regulated investment companies); and

3. distribute in or with respect to each taxable year at least 90% of the
sum of its taxable net investment income, its net tax-exempt income, and
the excess, if any, of net short-term capital gains over net long-term
capital losses for such year.

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

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

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

B-45
<PAGE>

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

XI. CERTAIN TAX AND ACCOUNTING INFORMATION

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

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

Pursuant to the Taxpayer Relief Act of 1997 (the "1997 Act"), new
"constructive sale" provisions apply to activities by the Funds which lock-in
gain on an "appreciated financial position." Generally, a "position" is
defined to include stock, a debt instrument, or partnership interest, or an
interest in any of the foregoing, including through a short sale, a swap
contract, or a future or forward contract. Under the 1997 Act, the entry into
a short sale, a swap contract or a future or forward contract relating to an
appreciated direct position in any stock or debt instrument, or the
acquisition of stock or debt instrument at a time when the Fund occupies an
offsetting (short) appreciated position in the stock or debt instrument, is
treated as a "constructive sale" that gives rise to the immediate recognition
of gain (but not loss). The application of these new provisions may cause a
Fund to recognize taxable income from these offsetting transactions in excess
of the cash generated by such activities.

XII. INVESTMENT PERFORMANCE

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 preexisting
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 Large Cap Value, MML OTC 100,
MML Equity Index, MML Small Cap Value Equity, MML Growth Equity, MML Emerging
Growth and MML Small Cap Growth Equity may advertise investment performance
figures, including yield. Each Fund's yield will be based

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<PAGE>

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]

<TABLE>
<C> <C> <S>
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.
the maximum offering price (which is the net asset value) per share
d = on the last day of the period.
</TABLE>

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

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

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, 1999 was -
0.35%. The Fund's total returns for the 1, 5, 10, 15 and 20 year periods each
ended December 31, 1999 were -3.82%, 17.78%, 13.56%, 15.05% and 15.60%,
respectively. The Fund's holding period returns for the 1, 5, 10, 15 and 20
year periods each ended December 31, 1999 were -3.82%, 126.61%, 256.55%,
719.40% and 1715.11%, respectively.

MML Money Market's yield for the seven-day period ended December 31, 1999
was 5.36% and its effective yield for such period was 5.91%. The Fund's total
returns for the 1, 5, 10 and 15 year periods each ended December 31, 1999 were
4.78%, 5.14%, 4.98% and 5.82%, respectively. The Fund's total return for the
period beginning December 16, 1981 and ending December 31, 1999 was 6.54%. The
Fund's holding period returns for the 1, 5, 10 and 15 year periods each ended
December 31, 1999 were 4.78%, 28.49%, 62.59% and 133.74%, respectively. The
Fund's holding period return for the period beginning December 16, 1981 and
ending December 31, 1999 was 213.41%.

MML Managed Bond's yield, based on the 30-day period ended December 31,
1999, was -.52%. The Fund's total returns for the 1, 5, 10 and 15 year periods
each ended December 31, 1999 were -1.83%, 7.50%, 7.68% and 8.85%,
respectively. The Fund's total return for the period beginning December 16,
1981 and ending December 31, 1999 was 9.53%. The Fund's holding period returns
for the 1, 5, 10 and 15 year periods each ended December 31, 1999 were -1.83%,
43.54%, 109.53% and 256.75%, respectively. The Fund's holding period return
for the period beginning December 16, 1981 and ending December 31, 1999 was
416.88%.

MML Blend's yield, based on the 30-day period ended December 31, 1999 was -
.27%. The Fund's total return for the 1, 5, 10 and 15 year periods ended
December 31, 1999 were -1.24%, 13.75%, 11.51% and 12.89%, respectively. The
Fund's total return for the period beginning February 3, 1984 and ending
December 31, 1999 was 13.67%. The Fund's holding period return for the 1, 5,
10 and 15 year periods ended December 31,

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<PAGE>

1999 were -1.24%, 90.47%, 197.25% and 516.05%, respectively. The Fund's
holding period return for the period beginning February 3, 1984 and ending
December 31, 1999 was 566.80%.

MML Equity Index Fund's total return for the one year period ended December
31, 1999 was 20.32%. The Fund's total return for the period beginning May 1,
1997 and ending December 31, 1998 was 26.93%. The Fund's holding period return
for the one year period ended December 31, 1999 was 20.32%. The Fund's holding
period return for the period beginning May 1, 1997 and ending December 31,
1999 was 88.86%.

The MML Small Cap Value Equity Fund commenced operations on June 1, 1998.
The Fund's total return for the one year period ended December 31, 1999 was -
1.04%. The Fund's total return for the period from June 1, 1998 to December
31, 1999 was -10.20%. The Fund's holding period return for the one year period
ended December 31, 1999 was -1.04%. The Fund's holding period return for the
period from June 1, 1998 to December 31, 1999 was -15.67%.

MML Growth Equity Fund and MML Small Cap Growth Equity Fund commenced
operations on May 3, 1999. The total return for these funds for the period
ended December 31, 1999 was 30.10% and 65.68%, respectively. The Fund's
holding period returns for the period ended December 31, 1999 was 30.10% and
65.68%, respectively.

MML Large Cap Value Fund, MML OTC 100 Fund and MML Emerging Growth Fund
commenced operations May 1, 2000.

XIII. EXPERTS

The financial statements of each of the Funds are set forth in the Funds'
Annual Report as of December 31, 1999 and are incorporated herein by reference
in reliance on the report of Deloitte & Touche, LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing. A
copy of the Funds' Annual Report as of December 31, 1999 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.

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<PAGE>

APPENDIX

SECURITIES RATINGS

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

I. Commercial Paper Ratings:

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

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

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

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

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

. Leading market positions in well-established industries.

. High rates of return on funds employed.

. Conservative capitalization structure with moderate reliance on
debt and ample asset protection.

. Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.

. Well established access to a range of financial markets and assured
sources of alternate liquidity.

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

II. Bond Ratings

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

<TABLE>
<C> <C> <S>
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.

</TABLE>

B-49
<PAGE>

<TABLE>
<C> <C> <S>
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.
</TABLE>

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

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

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

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

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

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

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

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

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

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

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.

B-50
<PAGE>

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

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

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

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

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

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

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

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

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

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

B-51
<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) Form of Investment Management Agreement between the
Registrant and Massachusetts Mutual Life Insurance Company ("MassMutual") with
respect to MML Equity Fund, MML Equity Index Fund, MML Small Cap Value Equity
Fund, MML Growth Equity Fund and MML Small Cap Growth Equity Fund.(/1/)

(2) Investment Sub-Advisory Agreement between MassMutual and David L. Babson
and Company Incorporated ("David L. Babson") regarding the MML Blend Fund
(Equity Segment) incorporated by reference to Exhibit No. 5(a) of Post-
Effective Amendment No. 39 to Registrant's Registration Statement on Form N-1A
(as filed with the SEC via EDGAR).

(3) Investment Sub-Advisory Agreement between MassMutual and David L. Babson
regarding the MML Equity Fund, incorporated by reference to Exhibit No. 5(a)
of Post-Effective Amendment 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 between MassMutual and Melon Equity
Associates, LLP for MML Equity Index Fund, incorporated by reference to
Exhibit No. 5(b) of Post-Effective Amendment No. 37 to Registrant's
Registration Statement on Form N-1A (as filed with the SEC via EDGAR).

(5) Investment Sub-Advisory Agreement between MassMutual and David L. Babson
for the MML Small Cap Value Fund between MassMutual and David L. Babson
incorporated by reference of Exhibit No. 5(a) of Post-Effective 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 Equity Fund between
MassMutual and Massachusetts Financial Services Company ("MFS").(/2/)

(7) Investment Sub-Advisory Agreement for the MML Small Cap Growth Equity
Fund between MassMutual and J.P. Morgan Investment Management Company.(/3/)

(8) Investment Sub-Advisory Agreement for the MML Small Cap Growth Equity
Fund between MassMutual and Waddell & Reed Investment Management Company
("Waddell & Reed").(/4/)

(9) Specimen Amended Investment Management Agreement dated as of January 1,
2000 between MassMutual and Registrant on behalf of MML Money Market Fund, MML
Managed Bond Fund and MML Blend Fund.

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<PAGE>

(10) Specimen Investment Sub-Advisory Agreement between MassMutual and David
L. Babson regarding MML Money Market Fund, MML Managed Bond Fund and MML Blend
Fund dated as of January 1, 2000.

(11) Specimen Investment Sub-Advisory Agreement between Deutsche Asset
Management and MassMutual regarding the MML Equity Index Fund and MML OTC 100
Fund dated as of May 1, 2000.(/6/)

(12) Investment Sub-Advisory Agreement between Davis Selected Advisers, L.P.
and MassMutual regarding MML Large Cap Value Fund effective as of May 1,
2000.(/6/)

(13) Investment Sub-Advisory Agreement between RS Investment Management and
MassMutual regarding MML Emerging Growth Fund dated as of May 1, 2000.(/6/)

Exhibit E: Not Applicable.

Exhibit F: Deferred Compensation Plan for Trustee of Registrant.

Exhibit G: (1) Custodian Agreement between Registrant, on behalf of MML
Equity Fund, and Citibank, N.A. ("Citibank").(/5/)

(2) Custodian Agreement between Registrant, on behalf of MML Money Market
Fund and Citibank.(/5/)

(3) Custodian Agreement between Registrant, on behalf of MML Managed Bond
Fund and Citibank.(/5/)

(4) Custodian Agreement between Registrant, on behalf of MML Blend Fund, and
Citibank.(/5/)

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

(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 and Investors Bank and Trust
Company ("IBT"), on behalf of MML Growth Equity Fund and MML Small Cap Growth
Equity Fund.(/6/)

(8) Custodian Agreement between Registrant and IBT on behalf of each series
of Registrant.(/7/)

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.

(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.(/8/)

(4) Consent of Ropes & Gray.(/1/)

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<PAGE>

Exhibit J: (1) Consents of Independent Accounts.(/1/)

(2) 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).

(3) 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).

(4) Powers of Attorney for Michael D. Hays, Richard H. Ayers, David E.A.
Carson, Richard W. Greene, Beverly L. Hamilton and F. William Marshall.(/9/)

(5) Powers of Attorney for Stuart H. Reese, John V. Murphy, J. Spencer
Williams, Vernon T, Meyer and Thomas M. Kinzler.(/7/)

Exhibit K: Financial Data Schedules.(/1/)

Exhibit L: Not Applicable.

Exhibit M: Not Applicable.

Exhibit N: Rule 18f-3 Plan for Registrant(/7/)

Exhibit O: Not applicable.

Exhibit P: To be filed by amendment.
- --------
(/1/) Incorporated by reference as Exhibit D(2) to Registrant's Post-Effective
Amendment No. 42 to the Registration Statement filed via EDGAR on April
29, 1999.
(/2/) Incorporated by reference as Exhibit D(7) to Registrant's Post-Effective
Amendment No. 42 to the Registration Statement filed via EDGAR on April
29, 1999.
(/3/) Incorporated by reference as Exhibit D(8) to Registrant's Post-Effective
Amendment No. 42 to the Registration Statement filed via EDGAR on April
29, 1999.
(/4/) Incorporated by reference as Exhibit D(9) to Registrant's Post-Effective
Amendment No. 42 to the Registration Statement filed via EDGAR on April
29, 1999.
(/5/) Incorporated by reference to Registrant's Post-Effective Amendment No.
39 to the Registration Statement filed via EDGAR on April 30, 1998.
(/6/) Incorporated by reference as Exhibit G(7) to Registrant's Post-Effective
Amendment No. 42 to the Registration Statement filed via EDGAR on April
29, 1999.
(/7/) To be filed by amendment.
(/8/) Incorporated by reference as Exhibit (I)(3) to Registrant's Post-
Effective Amendment No. 42 to the Registration Statement filed via EDGAR
on April 29, 1999.
(/9/) Incorporated by reference as Exhibit (I)(6) to Registrant's Post-
Effective Amendment No. 42 to the Registration Statement filed via EDGAR
on April 29, 1999.

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.

C-3
<PAGE>

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

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

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.

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.

C-4
<PAGE>

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 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.

C-5
<PAGE>

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.

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 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,

C-6
<PAGE>

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.

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.

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<PAGE>

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.

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 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.

3. 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.

4. 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.

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

Item 25: Indemnification

Article VIII of Registrant's Agreement and Declaration of Trust provides for
the indemnification of Registrant's Trustees and officers.

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

C-8
<PAGE>

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 $100 million
annually ($15 million of which is underwritten by Lloyd's, $10 million of
which is underwritten by National Union, $25 million of which is with CNA, $25
million of which is underwritten by Federal Insurance Co. ("Chubb"), and $25
million of which is underwritten by Lloyd's). There is a deductible of
$350,000 per claim under the corporate coverage. There is no deductible for
individual trustees or officers.

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

Item 26: Business and Other Connections of the Investment Adviser

a. The Investment Adviser

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

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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.

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.

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

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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 Bushnell Memorial, Hartford, Connecticut; Trustee,
Colby College, Mayflower Hill Drive, Waterville, Maine.

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

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

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

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

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

Retired; Director: Merrill Lynch & Co., Inc. (financial services holding
company), 250 Vesey Street, World Financial Center, North Tower, New York, New
York; The McGraw-Hill Companies, Inc. (multimedia publishing and information
services), 1221 Avenue of the Americas, New York, New York; Stamford Hospital,
Stamford, Connecticut; Pfizer, Inc. (pharmaceutical and health-care products),
235 East 42nd Street, New York, New York; Director (1994-1997), The Catalyst;
Member, Board of Overseers, Wharton School of Finance, University of
Pennsylvania.

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

Retired 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

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

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

Retired: Consultant (1996-1997); Senior Executive Vice President (1996),
Lucent Technologies, Inc. (public telecommunications systems and software),
600 Mountain Road, Murray Hill, New Jersey; 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, Chairman, Member, Board Affairs Committee and Dividend
Policy Committee, Chairman Investment Committee

President, Chief Executive Officer and Chairman of the Board of Directors 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 Insurance Company, DE; Senior Vice President, Group Management
Division (1991-1998) of American International Group, Inc.

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

Director (2000), Chairman (1999), Chief Executive Officer (1988-1999), and
President (1987-1996) of MassMutual; Chairman (1996-1999), MassMutual Holding
Trust I (wholly-owned holding company subsidiary of MassMutual Holding
Company); MassMutual International Inc. (wholly-owned subsidiary of MassMutual
Holding Company to act as service provider for international insurance
companies); Chairman and Chief Executive Officer, DLB Acquisition Corporation
(holding company for investment advisers); Chairman and Director, Oppenheimer
Acquisition Corp. (holding company for investment advisers), (principal
offices, 1295 State Street, Springfield, Massachusetts); Director, BankBoston,
N.A. and BankBoston Corporation (bank holding company), 100 Federal Street,
Boston, Massachusetts; Member, Executive Committee, Massachusetts Capital
Resources Company, 545 Boylston Street, Boston, Massachusetts; Director,
Textron, Inc. (diversified manufacturing company), 40 Westminster Street,
Providence, Rhode Island.

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

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

Executive Vice Presidents

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

Executive Vice President and General Counsel of MassMutual; President, Chief
Executive Officer and Director (since 1996), CM Assurance Company, CM Benefit
Insurance Company, C.M. Life Insurance Company and MML Bay State Life
Insurance Company (wholly-owned insurance company subsidiaries of MassMutual);
Director (since 1996), MassMutual Holding MSC, Inc. and Trustee (since 1996),
MassMutual Holding Trust I and MassMutual Holding Trust II (wholly-owned
holding company subsidiaries of MassMutual Holding Company); Director (since
1996): MassMutual International Inc. (wholly-owned subsidiary of MassMutual
Holding Company to act as service provider for international insurance
companies); G.R. Phelps, Inc. (wholly-owned broker-dealer subsidiary of
MassMutual Holding Company); CM Advantage Inc. (wholly-owned subsidiary of
MassMutual Holding Trust II to act as general partner in real estate limited
partnerships); Director, MassMutual Holding Company (wholly-owned holding
company subsidiary of MassMutual) (principal offices, 1295 State Street,
Springfield, Massachusetts); Chairman and Director (since 1996), MML Investors
Services, Inc. (wholly-owned broker-dealer subsidiary of MassMutual Holding
Company); Director (since 1997), MML Securities Corporation (a wholly-owned
subsidiary of MML Investors Services, Inc. that is a "Massachusetts Securities
Corporation") (principal offices, 1414 Main Street, Springfield,
Massachusetts); Director, Cornerstone Real Estate Advisers, Inc. (wholly-owned
real estate investment adviser subsidiary of MassMutual Holding Company), One
Financial Plaza, Suite 1700, Hartford, Connecticut; Chairman (since 1997),
Vice President (since 1996) and Director, Sargasso Mutual Insurance Co., Ltd.,
Victoria Hall, Victoria Street, Hamilton, Bermuda; Director, MassMutual of
Ireland, Ltd. (wholly-owned subsidiary of MassMutual that formerly provided
group insurance claim services), One Earlsfort Centre, Hatch Street, Dublin,
Ireland; Director, MassMutual International (Bermuda) Ltd. (wholly-owned
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.

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JAMES E. MILLER, Executive Vice President

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

JOHN V. MURPHY, Executive Vice President

Executive Vice President (since 1997) of MassMutual, 1295 State Street,
Springfield, Massachusetts; Executive Vice President, Director and Chief
Operating Officer (1995-1997), David L. Babson and Company Incorporated
(wholly-owned investment advisory subsidiary of DLB Acquisition Corporation);
Senior Vice President and Director (1995-1997), Potomac Babson Incorporated
(investment advisory subsidiary of David L. Babson and Company Incorporated),
New York, New York; Director and Senior Vice President (1995-1997), DLB
Acquisition Corporation (holding company for investment advisers); Director
(since 1997), Oppenheimer Acquisition Corporation (parent of OppenheimerFunds,
Inc., an investment management company); Trustee (1997-1999), MassMutual
Institutional Funds (open-end investment company) (principal offices, 1295
State Street, Springfield, Massachusetts); Director (1989-1998), Emerald Isle
Bancorp and Hibernia Savings Bank (wholly-owned subsidiary of Emerald Isle
Bancorp), 730 Hancock Street, Quincy, Massachusetts.

STUART H. REESE

Chief Investment Officer (since 1999), Chief Executive Director (1997-1999),
Executive Director (1996-1997), Senior Vice President (1993-1996), MassMutual;
President and Chief Executive Officer (since 1999), David L. Babson and
Company Incorporated (investment adviser); 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).

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

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.

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.

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PETER C. SCHLIEMANN, Director and Executive Vice President

Executive Vice President (since 1992), and Director (since 1982), David L.
Babson and Company Inc., One Memorial Drive, Cambridge, Massachusetts;
Director (1996-1997), Concert Capital Management, Inc. (former investment
advisory subsidiary of DLB Acquisition Corporation), One Memorial Drive,
Cambridge, Massachusetts.

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

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

JONATHAN B. TREAT, Director and Senior Vice President

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

ROLAND W. WHITRIDGE, Director and Senior Vice President

Director (since 1990) and Senior Vice President (since 1992), Portfolio
Manager (since 1974) David L. Babson and Company Inc., One Memorial Drive,
Cambridge, Massachusetts.

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

CHRISTOPHER MARK CONDRON, Executive Committee Member

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

RONALD PHILLIP O'HANLEY, Chairman, Executive Committee Member

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

JAMES MILTON GOCKLEY, Executive Committee Member

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

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

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ROBERT A. WILK, Senior Vice President

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

JOHN R. O'TOOLE, Senior Vice President

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

STEVEN A. FALCI, Senior Vice President

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

RONALD P. GALA, Senior Vice President

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

SCOTT D. PITZ, Senior Vice President

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

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

Trader, The Dreyfus Corporation

MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS")

MFS serves as investment adviser to the following open-end Funds comprising
the MFS Family of Funds (except the Vertex Funds mentioned below):
Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS
Growth Opportunities Fund, MFS Government Securities Fund, MFS Government
Limited Maturity Fund, MFS Series Trust I (which has thirteen series: MFS
Managed Sectors Fund, MFS Cash Reserve Fund, MFS Global Asset Allocation Fund,
MFS Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core
Growth Fund, MFS Equity Income Fund, MFS Special Opportunities Fund, MFS
Convertible Securities Fund, MFS Blue Chip Fund, MFS New Discovery Fund, MFS
Science and Technology Fund and MFS Research International Fund), MFS Series
Trust II (which has four series: MFS Emerging Growth Fund, MFS Large Cap
Growth Fund, MFS Intermediate Income Fund and MFS Charter Income Fund), MFS
Series Trust III (which has three series: MFS High Income Fund, MFS Municipal
High Income Fund and MFS High Yield Opportunities Fund), MFS Series Trust IV
(which has four series: MFS Money Market Fund, MFS Government Money Market
Fund, MFS Municipal Bond Fund and MFS Mid Cap Growth Fund), MFS Series Trust V
(which has five series: MFS Total Return Fund, MFS Research Fund, MFS
International Opportunities Fund, MFS International Strategic Growth Fund and
MFS International Value Fund), MFS Series Trust VI (which has three series:
MFS Global Total Return Fund, MFS Utilities Fund and MFS Global Equity Fund),
MFS Series Trust VII (which has two series: MFS Global Governments Fund and
MFS Capital Opportunities Fund), MFS Series Trust VIII (which has two series:
MFS Strategic Income Fund and MFS Global Growth Fund), MFS Series Trust IX
(which has five series: MFS Bond Fund, MFS Limited Maturity Fund, MFS
Municipal Limited Maturity Fund, MFS Research Bond Fund and MFS Intermediate
Investment Grade Bond Fund), MFS Series Trust X (which has seven series: MFS
Government Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund,
MFS International Growth Fund, MFS International Growth and Income Fund, MFS
Strategic Value Fund, MFS Small Cap Value Fund and MFS Emerging Markets Debt
Fund), MFS Series Trust XI (which has four series: MFS Union Standard Equity
Fund, Vertex All Cap Fund, Vertex U.S. All Cap Fund and Vertex Contrarian
Fund), and MFS Municipal Series Trust (which has 16 series: MFS Alabama
Municipal Bond Fund, MFS Arkansas Municipal Bond Fund, MFS California
Municipal Bond Fund, MFS Florida Municipal Bond Fund, MFS Georgia Municipal
Bond Fund, MFS Maryland Municipal Bond Fund, MFS Massachusetts Municipal Bond
Fund, MFS Mississippi Municipal Bond Fund, MFS New York Municipal Bond Fund,
MFS North Carolina Municipal Bond Fund, MFS Pennsylvania Municipal Bond Fund,
MFS South Carolina Municipal Bond Fund, MFS Tennessee Municipal Bond Fund, MFS
Virginia Municipal Bond Fund, MFS West Virginia Municipal Bond Fund and MFS
Municipal Income Fund) (the "MFS Funds"). The principal business address of
each of the MFS Funds is 500 Boylston Street, Boston, Massachusetts 02116.

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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 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.

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

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

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

MFS Institutional Advisors, Inc. ("MFSI"), a wholly owned subsidiary of MFS,
provides investment advice to substantial private clients.

MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of MFS,
markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.

Massachusetts Investment Management Co., Ltd. (MIMCO), a wholly-owned
subsidiary of MFS, is a corporation incorporated in Japan. MIMCO, whose
address is Kamiyacho-Mori Building, 3-20, Tranomon 4-chome, Minato-ku, Tokyo,
Japan, is involved in investment management activities.

MIMCO

Jeffrey L. Shames, Arnold D. Scott and Mamoru Ogata are Directors, Shaun
Moran is the Representative Director, Joseph W. Dello Russo is the Statutory
Auditor, Robert DiBella is the President and Thomas B. Hastings is the
Assistant Statutory Auditor.

MFS

The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W. Ballen,
Kevin R. Parke, Thomas J. Cashman, Jr., Joseph W. Dello Russo, William W.
Scott, Donald A. Stewart and John D. McNeil. Mr. Shames is the Chairman and
Chief Executive Officer, Mr. Ballen is President and Chief Investment Officer,
Mr. Arnold Scott is a Senior Executive Vice President and Secretary, Mr.
William Scott, Mr. Cashman, Mr. Dello Russo and Mr. Parke are Executive Vice
Presidents (Mr. Parke is also Chief Equity Officer), Stephen E. Cavan is a
Senior Vice 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.

C-18
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MFS Series Trust II

Leslie J. Nanberg, Senior Vice President of MFS, is a Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.

MFS Government Markets Income Trust
MFS Intermediate Income Trust

MFS Series Trust III

James T. Swanson, Robert J. Manning and Joan S. Batchelder, Senior Vice
Presidents of MFS, and Bernard Scozzafava, Vice President of MFS, are Vice
Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers, and James R. Bordewick, Jr. is the Assistant Secretary.

MFS Series Trust IV
MFS Series Trust IX

Robert A. Dennis and Geoffrey L. Kurinsky, Senior Vice Presidents of MFS,
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.

C-19
<PAGE>

MFS Municipal Income Trust

Robert J. Manning is Vice President, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Secretary.

MFS Multimarket Income Trust
MFS Charter Income Trust

Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.

MFS Special Value Trust

MFS/Sun Life Series Trust

John D. McNeil, Chairman and Director of Sun Life Assurance Company of
Canada, is the Chairman, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

Money Market Variable Account
High Yield Variable Account
Capital Appreciation Variable Account
Government Securities Variable Account
Total Return Variable Account
World Governments Variable Account
Managed Sectors Variable Account

John D. McNeil is the Chairman, Stephen E. Cavan is the Secretary, and James
R. Bordewick, Jr. is the Assistant Secretary.

MIL Funds

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.

C-20
<PAGE>

MIL

Peter D. Laird is President and a Director, Arnold D. Scott, Jeffrey L.
Shames and Thomas J. Cashman, Jr. are Directors, Stephen E. Cavan is a
Director, Senior Vice President and the Clerk, Robert T. Burns is an Assistant
Clerk, Joseph W. Dello Russo, Executive Vice President and Chief Financial
Officer of MFS, is the Treasurer and Thomas B. Hastings is the Assistant
Treasurer.

MIL-UK

Peter D. Laird is President and a Director, Thomas J. Cashman, Arnold D.
Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan is a Director and
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is
the Assistant Treasurer and Robert T. Burns is the Assistant Secretary.

MFSI--Australia

Thomas J. Cashman, Jr. is President and a Director, Graham E. Lenzer, John
A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the Secretary,
Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant
Treasurer, and Robert T. Burns is the Assistant Secretary.

MFS Holdings--Australia

Jeffrey L. Shames is the President and a Director, Arnold D. Scott, Thomas
J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.

MFD

Arnold D. Scott and Jeffrey L. Shames are Directors, William W. Scott, Jr.,
an Executive Vice President of MFS, is the President, Stephen E. Cavan is the
Secretary, Robert T. Burns is the Assistant Secretary, Joseph W. Dello Russo
is the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.

MFSC

Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A. Recomendes, a
Senior Vice President and Chief Information Officer of MFS, is Vice Chairman
and a Director, Janet A. Clifford is the President, Joseph W. Dello Russo is
the Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan
is the Secretary, and Robert T. Burns is the Assistant Secretary.

MFSI

Thomas J. Cashman, Jr., Jeffrey L. Shames, and Arnold D. Scott are
Directors, Joseph J. Trainor is the President and a Director, Leslie J.
Nanberg is a Senior Vice President, a Managing Director and a Director, Kevin
R. Parke is the Executive Vice President and a Managing Director, George F.
Bennett, Jr., John A. Gee, Brianne Grady, Joseph A. Kosciuszek and Joseph J.
Trainor are Senior Vice Presidents and Managing Directors, Joseph W. Dello
Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer and
Robert T. Burns is the Secretary.

RSI

Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu is the
President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.

C-21
<PAGE>

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 (the "Advisers Act"), 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 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.

C-22
<PAGE>

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 & Reed Distributors,
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.

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.

C-23
<PAGE>

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.

JPMIM serves as investment sub-adviser to a series of Registrant, as well as
to a series of another registered investment company for which MassMutual
serves as investment adviser.

DEUTSCHE ASSET MANAGEMENT

Deutsche Asset Management ("DAM") is a registered investment adviser under
the Advisers Act. DAM serves as investment sub-adviser to two series of
Registrant, as well as to series of other registered investment companies for
which MassMutual serves as investment adviser. DAM is a wholly-owned
subsidiary of Deutsche Bank AG, which is successor in interest by merger to
the business and operations of Bankers Trust Company. To the best knowledge of
Registrant, except as set forth below, the directors and executive officers of
DAM and its parent Deutsche Bank AG have had as their sole business,
profession, vocation or employment during the past two years only their duties
as executive officers/employees of DAM or Deutsche Bank AG, respectively, or
their predecessors. The business address of DAM is 130 Liberty Street, New
York, New York 10038.

Directors and Executive Officers to be filed by amendment.

RS INVESTMENT MANAGEMENT

RS Investment Management ("RS") is a registered investment adviser under the
Advisers Act. RS serves as investment sub-adviser to one series of Registrant,
as well as to a series of another registered investment company for which
MassMutual serves as investment adviser. To the best knowledge of Registrant,
except as set forth below, the directors and executive officers of RS have had
as their sole business, profession, vocation or employment during the past two
years only their duties as executive officers/employees of RS or its
predecessors. The business address of RS is .

DAVIS SELECTED ADVISERS, L.P.

Davis Selected Advisers, L.P. ("Davis") is a registered investment adviser
under the Advisers Act. Davis serves as investment sub-adviser to one series
of Registrant, as well as to a series of another registered investment company
for which MassMutual serves as investment adviser. To the best knowledge of
Registrant, except as set forth below, the directors and executive officers of
Davis have had as their sole business, profession, vocation or employment
during the past two years only their duties as executive officers/employees of
Davis or its predecessors. The business address of Davis is 124 East Marcy
Street, Santa Fe, New Mexico 87501.

Item 27: Principal Underwriters

Not Applicable.

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<PAGE>

Item 28: Location of Accounts and Records

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

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

(With respect to its services as Sub-Adviser)
David L. Babson and Company, Incorporated
1295 State Street
Springfield, MA 01111-0001

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

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

(With respect to its services as Sub-Adviser)
Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116-3741

(With respect to its services as Sub-Adviser)
J.P. Morgan Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

(With respect to its services as Sub-Adviser)
Waddell & Reed Asset Management Company
6300 Lamar Avenue
P.O. Box 29127
Shawnee Mission, KS 66201-9217

(With respect to its services as Sub-Adviser)
Deutsche Asset Management Company
130 Liberty Street
New York, NY 10038

(With respect to its services as Sub-Adviser)
RS Investment Management
388 Market Street
San Francisco, CA 94111

(With respect to its services as Sub-Adviser)
Davis Selected Advisers, L.P.
124 East Marcy Street
Santa Fe, NM 87501

C-25
<PAGE>

(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 as custodian for the Funds)
Investors Bank and Trust Company
200 Clarendon Street
Boston, Massachusetts 02116

(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 02110

Item 29: Management Services

Not Applicable.

Item 30: Undertakings

C-26