UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-02224

MML Series Investment Fund
(Exact name of registrant as specified in charter)

1295 State Street, Springfield, MA					01111
(Address of principal executive offices)					(Zip code)

Richard J. Byrne 1295 State Street, Springfield, MA 01111
(Name and address of agent for service)

Registrant’s telephone number, including area code:				413-788-8411

Date of fiscal year end:	12/31/2008

Date of reporting period:		12/31/2008

Item 1. Reports to Stockholders.

MML Series Investment Fund

Annual Report

MML Large Cap Value Fund

MML Equity Index Fund

MML Growth Equity Fund

MML NASDAQ-100^® Fund

MML Small Cap Growth Equity Fund

MML Emerging Growth Fund

This annual report pertains to certain funds offered through the Series. Your variable product prospectus will list which of these funds are available through your variable product.

December 31, 2008

Table of Contents

President's Letter to Shareholders					1

Economic and Market Review					3

Portfolio Manager Reports					7

Portfolio of Investments

MML Large Cap Value Fund					27

MML Equity Index Fund					29

MML Growth Equity Fund					35

MML NASDAQ-100^® Fund					37

MML Small Cap Growth Equity Fund					39

MML Emerging Growth Fund					42

Statements of Assets and Liabilities					44

Statements of Operations					48

Statements of Changes in Net Assets					50

Financial Highlights					54

Notes to Financial Statements					61

Report of Independent Registered Public Accounting Firm					77

Trustees and Officers (Unaudited)					78

Federal Tax Information (Unaudited)					82

Other Information (Unaudited)					83

This material must be preceded or accompanied by a current prospectus for the MML Series Investment Fund. Investors should consider a Fund's investment objective, risks and charges and expenses carefully before investing. This and other information about the investment company is available in the prospectus. Read it carefully before investing.

MML Series Investment Fund – President's Letter to Shareholders

To Our Shareholders

December 31, 2008

Richard J. Byrne

"While today's headlines may, at times, be alarming, it's important for you to keep in mind that your overall focus with respect to your retirement planning should not be on today's issues, but on whether or not your portfolio is positioned appropriately, based on your risk tolerance level and the number of years you expect to remain invested."

The economic challenges of 2008 remain, but maintaining a long-term approach is still critical

Welcome to the MML Series Investment Fund Annual Report, covering the one-year period ended December 31, 2008. During 2008, one of the most difficult years in recent history, Americans struggled through a broad range of economic challenges – many of which had not been seen in decades. These difficulties forced many to adopt lifestyle changes that necessitated a closer look at all expenditures, including those associated with preparing for a more secure financial future.

Throughout it all, however, it's important to remember that investing for retirement is a long-term proposition. So while today's headlines may, at times, be alarming, it's important for you to keep in mind that your overall focus with respect to your retirement planning should not be on today's issues, but on whether or not your portfolio is positioned appropriately, based on your risk tolerance level and the number of years you expect to remain invested.

What retirement investors can do in today's challenging environment

• Stay calm. While it is important to stay abreast of what is going on in the financial markets today, it's more important to keep it all in the proper perspective. If you're like most retirement investors, you won't be looking to withdraw your retirement funds in 2009. And even if you do begin to withdraw money this year, the majority of your retirement account will likely remain invested for many years to come.

• Get professional help. If you work with a financial professional, today's economic environment provides you with an excellent reason to consult him or her to assess your overall retirement plan. Together, you can determine any adjustments that should be made to your portfolio or your contribution levels to help you reach your long-term financial goals.

• Dollar-cost-averaging may help investors in volatile markets.¹ Making investments at regular intervals, regardless of market conditions, can help you to take advantage of market swings by buying more shares/units when prices are down, and fewer shares/units when prices are up.

• Try to avoid sudden or drastic changes. While you may intend to remain invested for a number of years, it's important that you implement any changes to your portfolio based on a thorough review of your long-term needs and objectives. Your financial professional can help you assess your situation – and help you avoid sudden moves that investors often come to regret over time.

Keep your eye on the future

As a reminder, the financial markets, like our economy, have always been cyclical, but historically have provided opportunities for growth over the long term. We believe investors should consider a portfolio that is designed to function properly under all market conditions, based on your risk tolerance and the number of years you have until retirement. This can help to eliminate the need for sudden changes in positioning during times of market volatility. Most financial professionals believe that investors who maintain their financial strategy over time have the potential to reach their long-term financial objectives.

¹ Dollar-cost-averaging does not assure a profit or protect against loss in a declining market, and involves continuous investment in securities regardless of fluctuating prices. An investor should consider his/her ability to continue investing through periods of low price levels. See the MML Series Investment Fund prospectus for complete details.

(Continued)

MML Series Investment Fund – President's Letter to Shareholders (Continued)

I thank you for your continued confidence in MassMutual.

Sincerely,

Richard J. Byrne
President

The information provided is the opinion of MassMutual Retirement Services Investment Services as of 1/1/09 and is subject to change without notice. It is not to be construed as tax, legal or investment advice. Of course, past performance does not guarantee future results.

MML Series Investment Fund – Economic and Market Review

December 31, 2008

Financial markets roiled by critical problems; U.S. Government intervention attempts to avoid economic meltdown

During the year ended December 31, 2008, severe problems that had begun to challenge many Americans before the year even began continued to rock the financial world – the subprime mortgage crisis, the weak U.S. housing market and high commodity (particularly oil) prices – and served as a drag on the economy in 2008. Oil prices dropped in the second half of the year on lowered demand, reflecting a global economic slowdown. Key market events triggered aggressive interventions from the U.S. Government and governments worldwide, including revised monetary policies and corporate bailouts, which were intended to pull economies the world over out of their decline and stabilize financial markets. The credit crunch created by the subprime mortgage crisis took its toll on businesses of all sizes, and U.S. unemployment rose substantially over the course of the year. Investors will also remember 2008 as the year that changed the face of Wall S treet. Indeed, the year marked the failures (or takeovers) of multiple major American financial institutions, including Bear Stearns, IndyMac Bancorp, Fannie Mae, Freddie Mac, American International Group (AIG), Merrill Lynch, Lehman Brothers, Washington Mutual and Wachovia.

Market performance

For the 12 months ended December 31, 2008, bonds outpaced equities in an environment of continual market volatility. The Dow Jones Industrial Average^SM ("Dow"), a recognized measure of blue-chip stock performance, shed 33.84% of its value during what turned out to be its worst year since 1931. Similarly, the S&P 500^® Index ("S&P 500"), a measure of U.S. large-cap stock performance, gave back 37.00% of its value. Small-cap and technology stocks, as measured by the Russell 2000^® Index and the NASDAQ Composite^® Index ("NASDAQ"), respectively, posted losses of 33.80% and 40.53%. A significant loser in the U.S. equity market, however, was the Russell Midcap Growth Index, a benchmark of the performance of mid-cap U.S. common stocks, which lost 44.32% for the year. In international equity markets, the Morgan Stanley Capital International Europe, Australasia, Far East Index ("MSCI^{& reg;} EAFE^®"), a benchmark for foreign stocks in developed markets, fell 43.39%. Of particular note in the international equity marketplace in 2008 was the Morgan Stanley Capital International Emerging Markets Index, which measures the performance of emerging stock markets throughout the world, but excludes certain market segments unavailable to U.S.-based investors. It lost 53.33% of its value.*

Investments in the fixed-income markets for the most part fared significantly better than their equity peers during 2008. A standout performer was the Barclays Capital 1-3 Year U.S. Government Bond Index (formerly known as the Lehman Brothers^® 1-3 Year U.S. Government Bond Index), which measures the results of U.S. Government bonds with one to three years remaining to the scheduled payment of principal. It advanced 6.66%. Other closely watched benchmarks in the fixed-income market also gained ground in 2008. The Barclays Capital U.S. Aggregate Bond Index (formerly known as the Lehman Brothers U.S. Aggregate Bond Index), a broad measure of the U.S. investment-grade bond markets, returned 5.24%. Treasury bills also advanced, as measured by the Salomon Smith Barney 3-Month Treasury Bill Index, which returned 1.80%. Reflecting investor preference for higher-quality securities and aversion to risk in this environment, the Barclays Capital U.S. Corporate High-Yield Bond Index (formerly known as the Lehman Brothers U.S. Corporate High-Yield Bond Index) – which measures the performance of fixed rate, non-investment-grade debt – lost 26.16%, but still managed to outperform the S&P 500 and the Dow.*

* Indexes are unmanaged, do not incur fees or expenses and cannot be purchased directly for investment.

(Continued)

MML Series Investment Fund – Economic and Market Review (Continued)

2008 stumbles out of the gate in the first quarter

2008 began against a backdrop of a subprime mortgage crisis and blue-chip financial company writedowns (i.e., the reduction of the book value of an asset because it is overvalued compared to the current market value) – along with countless earnings disappointments. Headlines announced departures of well-known senior and top executives from some of Wall Street's giants in the wake of the ever-growing impact of the subprime crisis – in an indication of what was yet to come. In this environment, U.S. and international stocks struggled and higher-quality bonds advanced, benefiting from concerned investors' preference for lower-risk investments. While the MSCI EAFE was weaker than the S&P 500 in local currency terms, a weak U.S. dollar boosted the former's dollar-based value.

As conditions in the financial markets deteriorated, the Federal Reserve ("Fed") responded to the burgeoning economic crisis by dramatically stepping up the pace at which Fed officials lowered short-term interest rates. After federal funds rate reductions of only 0.25% in October and December 2007, the Fed responded to January's falling stock market with an unscheduled 0.75% reduction on January 22, 2008 – with another 0.50% cut at the end of the month. The federal funds rate is the interest rate at which banks and other financial institutions lend to one another overnight. A weakening labor market and softening consumer spending, together with ongoing crisis conditions in the financials sector, prompted the Fed to make another 0.75% cut in March. In addition, in a major departure from previous Fed policy, the central bank announced that it was permitting investment banks to borrow directly from it, a privilege formerly reserved for com mercial banks. This change of policy provides a source of short-term funds that can be accessed at the current discount rate (the interest rate that regional Fed banks charge banks and other financial institutions when they borrow funds on a short-term basis).

The Fed's most controversial move during the first quarter was its involvement in the takeover of Bear Stearns, then the nation's fifth-largest investment bank, by JPMorgan Chase. As its customers withdrew funds at an accelerating pace and lenders pulled back on financing, Bear Stearns found itself in critical condition by mid-March. The Federal Reserve Bank of New York subsequently agreed to cover up to $29 billion in losses if Bear Stearns' assets should go bad, with JPMorgan Chase covering the first $1 billion, a move that proved to foretell of a new era in U.S. Government economic intervention. On March 31, 2008, Treasury Secretary Henry Paulson unveiled a plan to revamp the federal government's oversight of the U.S. financial markets.

The second quarter brings further challenges

In the second quarter of 2008, many sectors of both the stock and bond markets declined, as surging energy prices, which created a stiff headwind for the auto and airline industries, continued to challenge the American consumer. The surprising strength of the U.S. dollar during the quarter muted the returns of the MSCI EAFE, which nevertheless outperformed both the Dow and the S&P 500 for the three-month period. Crude oil touched $140 a barrel by the end of June, pushing the average price of a gallon of regular gasoline to more than $4.00. The May employment report unnerved investors, as the nation's unemployment rate rose from 5.0% to 5.5% and fueled concerns that the U.S. economy might enter a recession. Also weighing on investor sentiment in June was a worsening inflation picture. Elsewhere, home prices continued their decline. All of these factors led to slumping consumer confidence. On a brighter note, the U.S. dollar, which had bee n struggling against major currencies for quite some time, showed renewed strength.

MML Series Investment Fund – Economic and Market Review (Continued)

Government intervention accelerates in the third quarter

Investors had hoped that the March 2008 takeover of Bear Stearns by JPMorgan Chase marked the turning point of the crisis in the financials sector. However, an extraordinary – and seemingly relentless – series of events in the third quarter of 2008 sent investors reeling and consequently, put downward pressure on stock prices:

• July 11: Federal regulators seized IndyMac Bank;

• Sept. 7: The U.S. Government rescued government-sponsored entities Fannie Mae and Freddie Mac;

• Sept. 14: Brokerage and investment bank Merrill Lynch arranged to be bought by Bank of America;

• Sept. 15: Lehman Brothers, the fourth-largest U.S. investment bank, filed for Chapter 11 bankruptcy protection in the largest corporate bankruptcy filing ever in the United States;

• Sept. 16: Insurer AIG received an emergency, U.S. Government-underwritten $85 billion loan after its stock plunged and its debt was downgraded by all three major credit-rating agencies;

• Sept. 19: U.S. Treasury Secretary Paulson unveiled a sweeping $700 billion proposal to purchase hard-to-sell mortgage assets from banks;

• Sept. 21: Federal regulators agreed to allow the last two surviving U.S. investment banks, Goldman Sachs and Morgan Stanley, to become bank holding companies, in a move intended to help these banks survive the financial crisis and give them easier access to credit;

• Sept. 25: Savings and loan Washington Mutual was seized by federal regulators, and its loan portfolio and retail branches were sold to JPMorgan Chase;

• Sept. 29: Citigroup agreed to acquire the banking assets of Wachovia, the nation's fourth-largest bank, in a deal that excluded Wachovia's brokerage and asset management businesses. (The agreement never came to fruition. In the first week of October, Wells Fargo upended the Citigroup deal with one that included the purchase of all of Wachovia, including the firm's banking, retail brokerage, asset management, insurance and retirement services businesses.); and

• Also on Sept. 29, the U.S. House of Representatives defeated the Bush administration's economic rescue plan, sending stocks sharply lower.

During the third quarter of 2008, the Dow declined 4.40%, while the S&P 500 lost 8.36%. Foreign equities struggled against slumping economic activity abroad and a sharp rally in the U.S. dollar, resulting in a decline of 20.56% for the MSCI EAFE.

Fourth quarter: U.S. Government passes bailout act; recession confirmed

In early October, President Bush signed the Emergency Economic Stabilization Act of 2008 (EESA) into law. EESA authorized the Troubled Asset Relief Program (TARP), which was originally expected to support financial institutions by buying their troubled assets. U.S. Treasury Secretary Henry Paulson later indicated that TARP's focus was shifting to companies providing consumer debt in an effort to improve the flow of funds for consumer loans. In late December, President Bush made $17.4 billion in loans (taken from TARP assets) available to General Motors Corp. and Chrysler after the U.S. Senate had rejected a proposal earlier in the month.

The Fed responded to the weak economy and low consumer confidence by cutting interest rates three times in the fourth quarter of 2008, bringing the target federal funds rate to a historic low of between zero and 0.25%, from its prior target of 1%. The Fed also cut the discount rate to 0.5%.

The widely anticipated official declaration of a U.S. recession finally occurred at the beginning of December, when the National Bureau of Economic Research (NBER) announced that the economy

MML Series Investment Fund – Economic and Market Review (Continued)

had been in recession since the previous December (2007). Other headlines in the fourth quarter of 2008 also underscored the dire state of our economy:

• November's unemployment report revealed a loss of 533,000 jobs, the biggest one-month decline since 1974.

• Home prices continued to fall. In October, the 20-city Case-Shiller Home Price Index dropped by 18% versus a year earlier, marking 27 consecutive monthly declines for that benchmark.

• The Institute for Supply Management's manufacturing index – in part, reflecting depressed auto sales – receded to 36.2 in November, its lowest reading since May 1982.

• The retail industry suffered one of the worst holiday shopping seasons in years.

• The broader economy, as measured by GDP (gross domestic product), fell by a revised 0.5% in the third quarter, its largest decline in seven years.

The Dow declined 19.12% for the quarter – similarly, the S&P 500 fell 21.96% and the NASDAQ lost 24.61%. Stocks of foreign developed markets also struggled, as the MSCI EAFE Index declined 19.96%. Oil prices continued their slide during December, closing out the year near $45 per barrel, as violence in the Middle East escalated. (Prices had dropped to the low $30 range earlier in the quarter.) Most other commodities also suffered from declining demand in the face of the global economic downturn. The U.S. dollar remained strong for most of the quarter. Fixed-income performance was mixed, as the continuing flight to quality that started at the end of 2007 benefited this market segment during the fourth quarter of 2008. The yield on the benchmark 10-year Treasury Note declined 1.60% to finish the year at 2.25% – spurring an increase in mortgage refinancings in the second half of the fourth quarter.

As 2008 drew to a close, investors were hopeful that the U.S. economy would emerge from recession and market performance would return to positive territory; however, many market watchers are cautious about the immediate future with so few encouraging signs on the horizon.

MML Large Cap Value Fund – Portfolio Manager Report

What is the investment objective of MML Large Cap Value Fund – and who is the Fund's sub-adviser?
The Fund seeks both capital growth and income by selecting businesses that possess characteristics that the Fund's sub-adviser believes foster the creation of long-term value, such as proven management, a durable franchise and business model, and sustainable competitive advantages. The Fund's sub-adviser is Davis Selected Advisers, L.P. (Davis).

How did the Fund perform during the 12 months ended December 31, 2008?
The Fund's Initial Class shares returned -39.30%, trailing the -37.00% return of the S&P 500^® Index (the "benchmark"), a widely recognized, unmanaged index representative of common stocks of larger capitalized U.S. companies. In addition, the Fund underperformed the -36.85% return of the Russell 1000^® Value Index, an unmanaged index consisting of those Russell 1000 securities (representing the 1,000 largest U.S. companies based on market capitalization) with greater-than-average value orientation that tend to exhibit lower price-to-book ratios and forecasted growth values than securities in the growth universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2008, please see the Economic and Market Review, beginning on page 3.

What factors contributed to the Fund's performance?
The sectors within the S&P 500 Index that turned in the weakest performance in 2008 were financials, materials and information technology. The sectors that turned in the strongest (but still negative) performance over the year were consumer staples and health care.

The Fund's holdings in the financials sector outperformed the corresponding sector within the benchmark, but were still the greatest detractors from performance. A higher relative average weighting in this sector detracted from both absolute and relative performance. American International Group (AIG), American Express, Merrill Lynch, Berkshire Hathaway, Loews and JPMorgan Chase substantially hampered performance. Conversely, Wells Fargo and Hartford Financial Services were among the top contributors to the Fund's performance.

Energy holdings also worked against the Fund's progress in 2008. The combination of an overweight position and the underperformance of the Fund's energy companies versus the benchmark was detrimental. ConocoPhillips and China Coal Energy were among the top detractors for the year.

The Fund's relative performance benefited from holding an overweight position in consumer staples companies. Unfortunately, the Fund's consumer staples holdings underperformed the corresponding sector within the benchmark. Walmart was among the most important contributors to performance, while Costco was among the most significant detractors. (The Fund no longer owned Walmart as of the end of 2008.)

The Fund's relative performance was harmed by having an underweight position in health care companies. The Fund's health care holdings underperformed the benchmark – despite the fact that Schering Plough was among the top contributors to overall performance for the year. H&R Block, a consumer discretionary company, was the most important contributor to the Fund's performance in 2008.

The Fund held approximately 9% of assets in foreign companies (including American Depositary Receipts) as of December 31, 2008. Overall, these companies underperformed the domestic companies held by the Fund during the year.

What is your outlook?
We do not overreact to past short-term performance from individual holdings on either the upside or the downside. We focus deliberately on the future, considering each company's long-term business fundamentals. As of December 31, 2008, four companies had dropped out of the Fund's top 10 holdings from December 31, 2007. Two of these holdings, Microsoft and American Express, were still among the Fund's top 20 holdings as 2009 began. Three new additions to the Fund's top 10 holdings at the end of 2008 included Wells Fargo, Comcast and EOG Resources – all of which were among the Fund's top 20 holdings at the end of 2007.

MML Large Cap Value Fund – Portfolio Manager Report (Continued)

*MML Large Cap Value Fund* *Largest Holdings* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Costco Wholesale Corp.	4.9	%
Berkshire Hathaway, Inc. Class A	4.9	%
Wells Fargo & Co.	4.3	%
JP Morgan Chase & Co.	4.2	%
ConocoPhillips	4.2	%
Occidental Petroleum Corp.	4.1	%
Devon Energy Corp.	3.4	%
Philip Morris International, Inc.	3.3	%
EOG Resources, Inc.	2.9	%
American Express Co.	2.4	%
	38.6	%

*MML Large Cap Value Fund* *Sector Table* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Financial	26.6	%
Energy	16.9	%
Consumer, Non-cyclical	16.4	%
Consumer, Cyclical	10.0	%
Industrial	6.2	%
Communications	6.0	%
Technology	5.1	%
Basic Materials	2.4	%
Diversified	0.6	%
Utilities	0.2	%
Total Long-Term Investments	90.4	%
Short-Term Investments and Other Assets and Liabilities	9.6	%
Net Assets	100.0	%

MML Large Cap Value Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Large Cap Value Fund Initial Class, the S&P 500 Index and the Russell 1000 Value Index.

TOTAL RETURN

	_{One Year}_{1/1/08 -}_12/31/08			_{Five Year}_Average_Annual_{1/1/04 -}_12/31/08			_Since_Inception_Average_Annual_{5/1/00 -}_12/31/08
Initial Class		(39.30	)%		(2.45	)%		(1.95	)%
S&P 500 Index*		(37.00	)%		(2.19	)%		(3.65	)%
Russell 1000 Value Index		(36.85	)%		(0.79	)%		0.83	%

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

Hypothetical Investments in MML Large Cap Value Fund Service Class, the S&P 500 Index and the Russell 1000 Value Index.

TOTAL RETURN

	_{Since Inception}_{8/15/08 - 12/31/08}
Service Class		(30.69	)%
S&P 500 Index*		(28.90	)%+
Russell 1000 Value Index		(27.89	)%+

* Benchmark

+ From 9/1/08.

Performance data quoted represents past performance; past performance is not predictive of future results. The investment return and principal value of shares of the Fund will fluctuate with market conditions so that shares of the Fund, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by accessing the website www.massmutual.com.

Investors should note that the Fund is a professionally managed mutual fund, while the S&P 500 Index and the Russell 1000 Value Index are unmanaged, do not incur expenses, and cannot be purchased directly by investors. Investors should read the Fund's prospectus with regard to the Fund's investment objective, risks and charges and expenses in conjunction with these financial statements. The Fund's return reflects changes in the net asset value per share without the deduction of any product charges (e.g., cost of insurance, mortality and expense risk charges, administrative fees, and CDSL). The inclusion of these charges would have reduced the performance shown here.

MML Equity Index Fund – Portfolio Manager Report

What is the investment objective of MML Equity Index Fund – and who is the Fund's sub-adviser?
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. The Fund pursues this objective by investing at least 80% of its net assets in the securities of companies that make up the S&P 500 Index. The Fund's sub-adviser is Northern Trust Investments, N.A. (NTI).

How did the Fund perform during the 12 months ended December 31, 2008?
The Fund's Class I shares returned -37.26%, modestly lagging the -37.00% return of the S&P 500 Index (the "benchmark"), a widely recognized, unmanaged index representative of common stocks of larger capitalized U.S. companies.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2008, please see the Economic and Market Review, beginning on page 3.

What factors contributed to the Fund's performance?
All benchmark sectors posted negative returns for the time period. Information technology, which is the largest sector in the benchmark, returned -43.14%. Energy, health care and financials, the three next-largest sectors in the benchmark, which cumulatively accounted for 41.4% of the benchmark, returned -34.87%, -22.81% and -55.32%, respectively, for the year.

The year 2008 was marked by extreme volatility in equity markets around the world, as the effects of the subprime mortgage crisis ricocheted throughout the financial system, resulting in a global credit crunch and economic slowdown. The near collapse of Bear Stearns in March of 2008, and the subsequent U.S. Government-orchestrated purchase of the bank by J.P. Morgan marked the beginning of a series of bank failures and government interventions. Following the bailout of Fannie Mae and Freddie Mac, the bankruptcy filing of Lehman Brothers, the acquisition of Merrill Lynch by Bank of America, the provision of an $85 billion emergency rescue loan to insurance giant American International Group (AIG) and the failure of Washington Mutual, a comprehensive fiscal rescue plan was developed by U.S. Government officials and congressional lawmakers.

The election of Barack Obama as the 44^th president of the United States sparked a brief rally in early November, but market volatility subsequently continued nearly unchecked, as grim economic news persisted – including the announcement that the U.S. officially slid into a recession in December of 2007.

Oil prices peaked in the third quarter of 2008 and fell throughout the fourth quarter, closing at $41.02 a barrel on December 31.

What is your outlook?
As we entered 2009, investors faced a wide array of challenges. These included the ongoing housing and subprime mortgage crises, rapidly escalating unemployment, and the new threat of deflation, to name just a few. Despite these uncertainties, we believe that the Fund continues to be positioned to pursue returns that are relatively in line with those of the benchmark during 2009.

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

MML Equity Index Fund – Portfolio Manager Report (Continued)

*MML Equity Index Fund* *Largest Holdings* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Exxon Mobil Corp.	5.1	%
The Procter & Gamble Co.	2.3	%
General Electric Co.	2.1	%
AT&T, Inc.	2.1	%
Johnson & Johnson	2.1	%
Chevron Corp.	1.9	%
Microsoft Corp.	1.8	%
Wal-Mart Stores, Inc.	1.6	%
Pfizer, Inc.	1.5	%
JP Morgan Chase & Co.	1.5	%
	22.0	%

*MML Equity Index Fund* *Sector Table* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Consumer, Non-cyclical	25.3	%
Energy	13.2	%
Financial	12.8	%
Industrial	11.1	%
Communications	10.5	%
Technology	10.1	%
Consumer, Cyclical	8.0	%
Utilities	4.0	%
Basic Materials	2.9	%
Total Long-Term Investments	97.9	%
Short-Term Investments and Other Assets and Liabilities	2.1	%
Net Assets	100.0	%

MML Equity Index Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Equity Index Fund Class I and the S&P 500 Index.

TOTAL RETURN

	_{One Year}_{1/1/08 - 12/31/08}			_{Five Year}_{Average Annual}_{1/1/04 - 12/31/08}			_{Ten Year}_{Average Annual}_{1/1/99 - 12/31/08}
Class I		(37.26	)%		(2.57	)%		(1.82	)%
S&P 500 Index		(37.00	)%		(2.19	)%		(1.38	)%

GROWTH OF $10,000 INVESTMENT FOR THE PAST TEN YEARS

Hypothetical Investments in MML Equity Index Fund Class II, Class III and the S&P 500 Index.

TOTAL RETURN

	_{One Year}_{1/1/08 - 12/31/08}			_{Five Year}_{Average Annual}_{1/1/04 - 12/31/08}			_{Since Inception}_{Average Annual}_{5/1/00 - 12/31/08}
Class II		(37.14	)%		(2.42	)%		(3.91	)%
Class III		(37.09	)%		(2.29	)%		(3.81	)%
S&P 500 Index		(37.00	)%		(2.19	)%		(3.65	)%

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

Hypothetical Investments in MML Equity Index Fund Service Class I and the S&P 500 Index.

TOTAL RETURN

	_{Since Inception}_{8/15/08 - 12/31/08}
Service Class I		(29.56	)%
S&P 500 Index		(28.90	)%+

+ From 9/1/08.

Investors should note that the Fund is a professionally managed mutual fund, while the S&P 500 Index is unmanaged, does not incur expenses, and cannot be purchased directly by investors. Investors should read the Fund's prospectus with regard to the Fund's investment objective, risks and charges and expenses in conjunction with these financial statements. The Fund's return reflects changes in the net asset value per share without the deduction of any product charges (e.g., cost of insurance, mortality and expense risk charges, administrative fees, and CDSL). The inclusion of these charges would have reduced the performance shown here.

MML Growth Equity Fund – Portfolio Manager Report

What is the investment objective of MML Growth Equity Fund – and who is the Fund's sub-adviser?
The Fund seeks long-term growth of capital and future income by normally investing at least 80% of its net assets in the common stocks and securities convertible into common stocks of companies which the Fund's sub-adviser believes offer prospects for long-term growth. The Fund's sub-adviser is T. Rowe Price Associates, Inc. (T. Rowe Price).

How did the Fund perform during the 12 months ended December 31, 2008?
The Fund's Initial Class shares returned -42.69%, trailing the -38.44% return of the Russell 1000^® Growth Index (the "benchmark"), an unmanaged index consisting of those Russell 1000 securities (representing the 1,000 largest U.S. companies based on market capitalization) with greater-than-average growth orientation that tend to exhibit higher price-to-book ratios and forecasted growth values than securities in the value universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2008, please see the Economic and Market Review, beginning on page 3.

What factors contributed to the Fund's performance?
Health care contributed significantly to the Fund's performance, due to both its place as the second-best performer in the benchmark, and the portfolio's substantially overweight position relative to the benchmark in that sector. Within health care, biotechnology stocks performed strongly. Gilead Sciences continued to gain market share with an impressive HIV therapy franchise. Shares of Genentech were boosted by an acquisition bid from Swiss pharmaceutical maker Roche. Genentech also received Food and Drug Administration approval for Avastin, a drug used in the treatment of breast cancer. The portfolio also benefited from avoiding companies expected to be negatively affected by anticipated health care refo rm. The portfolio maintained a notably overweight position in this sector, on the belief that it offers some of the most attractive near-term growth opportunities. The Fund's underweight position in the energy sector also produced positive relative results. With falling energy prices in the second half of the year, the sector tumbled and was the second-worst performer in the benchmark for the year.

Consumer staples stocks were the primary detractor from the Fund's results relative to the benchmark, as the portfolio held an underweight position in this top-performing sector. A substantially overweight position in financials, the worst benchmark performer, was also a major detractor from the Fund's full-year performance. Stock selection in the capital markets industry had a negative impact. The high-margin business model of capital markets is expected to come under intensified scrutiny in the wake of U.S. Treasury bailouts for many companies in the financials sector. In order to receive government assistance, some traditional investment banks, such as portfolio holdings Morgan Stanley and Goldman Sachs, transformed into traditional deposit-accepting banks. With lower expectations, both of these companies drastically cut expenses, including staffing and compensation. Ameriprise Financial's stock fell on investor concerns about insurance c ompanies. As 2008 came to a close, the portfolio held an overweight position in the financials sector, almost exclusively in capital markets. While cautious, we believe selected capital markets companies are attractively priced.

Consumer discretionary underperformed on stock selection, notably in the hotels, restaurants and leisure industries. Gaming holdings, including Las Vegas Sands and MGM Mirage, notably disappointed. In past downturns, gaming stocks have generally been more defensive than others in the sector, but the current global credit crisis has severely limited access to financing and hampered development efforts. The portfolio has maintained its slightly overweight position in consumer discretionary, concentrated in Internet and catalog retail industry and hotels stocks.

What is your outlook?
While many hope that the worst of the market volatility has run its course, we believe it is very likely that markets will continue to be challenging. Our objective is to identify high-quality large-cap growth companies with strong fundamentals and attractive valuations. Amid tempered growth prospects, we see opportunities to invest in companies that we have been monitoring whose valuations and fundamentals are compelling. We believe that market fears and indiscriminate selling due to forced liquidations can lead to prices becoming disconnected from fundamentals, presenting significant buying opportunities.

MML Growth Equity Fund – Portfolio Manager Report (Continued)

*MML Growth Equity Fund* *Largest Holdings* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Google, Inc. Class A	3.4	%
Gilead Sciences, Inc.	3.4	%
Genentech, Inc.	3.1	%
Apple, Inc.	3.1	%
Amazon.com, Inc.	3.0	%
Danaher Corp.	2.8	%
Microsoft Corp.	2.5	%
Wal-Mart Stores, Inc.	2.1	%
Exxon Mobil Corp.	2.0	%
Celgene Corp.	2.0	%
	27.4	%

*MML Growth Equity Fund* *Sector Table* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Consumer, Non-cyclical	29.1	%
Communications	17.8	%
Technology	14.7	%
Consumer, Cyclical	11.0	%
Financial	10.7	%
Energy	7.0	%
Industrial	4.5	%
Basic Materials	3.5	%
Utilities	0.6	%
Total Long-Term Investments	98.9	%
Short-Term Investments and Other Assets and Liabilities	1.1	%
Net Assets	100.0	%

MML Growth Equity Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Growth Equity Fund Initial Class and the Russell 1000 Growth Index.

TOTAL RETURN

	_{One Year}_{1/1/08 - 12/31/08}			_{Five Year}_{Average Annual}_{1/1/04 - 12/31/08}			_{Since Inception}_{Average Annual}_{5/3/99 - 12/31/08}
Initial Class		(42.69	)%		(7.87	)%		(6.25	)%
Russell 1000 Growth Index		(38.44	)%		(3.42	)%		(5.04	)%

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

Hypothetical Investments in MML Growth Equity Fund Service Class and the Russell 1000 Growth Index.

TOTAL RETURN

	_{Since Inception}_{8/15/08 - 12/31/08}
Service Class		(36.56	)%
Russell 1000 Growth Index		(31.73	)%+

+ From 9/1/08.

Investors should note that the Fund is a professionally managed mutual fund, while the Russell 1000 Growth Index is unmanaged, do not incur expenses, and cannot be purchased directly by investors. Investors should read the Fund's prospectus with regard to the Fund's investment objective, risks and charges and expenses in conjunction with these financial statements. The Fund's return reflects changes in the net asset value per share without the deduction of any product charges (e.g., cost of insurance, mortality and expense risk charges, administrative fees, and CDSL). The inclusion of these charges would have reduced the performance shown here.

MML NASDAQ-100^® Fund – Portfolio Manager Report

What is the investment objective of MML NASDAQ-100^® Fund – and who is the Fund's sub-adviser?
The Fund seeks to approximate as closely as practicable (before fees and expenses) the total return of the NASDAQ-100 Index^®. The Fund's sub-adviser is Northern Trust Investments, N.A. (NTI).

How did the Fund perform during the 12 months ended December 31, 2008?
The Fund's Initial Class shares returned -41.89%, matching the -41.89% return of the NASDAQ-100 Index (the "benchmark"). The NASDAQ-100 Index 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).

For a discussion on the economic and market environment during the 12-month period ended December 31, 2008, please see the Economic and Market Review, beginning on page 3.

What factors contributed to the Fund's performance?
All benchmark sectors posted negative returns for the time period. Information technology, the largest sector in the benchmark, returned -46.90% for the full year. The two next-largest sectors, consumer discretionary and health care, returned -46.09% and -8.66%, respectively, for the year.

Oil prices peaked in the third quarter of 2008 and fell throughout the fourth quarter, closing at $41.02 a barrel on December 31.

NASDAQ^®, NASDAQ-100^® and NASDAQ-100 Index^® are trademarks of The NASDAQ Stock Market, Inc. (together with its affiliates, "NASDAQ") and are licensed for use by the Fund. The Fund has not been passed on by NASDAQ as to its legality or suitability. The Fund is not issued, endorsed, sold or promoted by NASDAQ. NASDAQ MAKES NO WARRANTIES AND BEARS NO LIABILITY WITH RESPECT TO THE FUND.

MML NASDAQ-100^® Fund – Portfolio Manager Report (Continued)

*MML NASDAQ-100 Fund* *Largest Holdings* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Apple, Inc.	9.7	%
Qualcomm, Inc.	6.5	%
Microsoft Corp.	5.4	%
Gilead Sciences, Inc.	4.2	%
Google, Inc. Class A	4.1	%
Oracle Corp.	3.5	%
Cisco Systems, Inc.	3.1	%
Intel Corp.	2.6	%
Amgen, Inc.	2.6	%
Teva Pharmaceutical Industries Ltd. Sponsored ADR (Israel)	2.5	%
	44.2	%

*MML NASDAQ-100 Fund* *Sector Table* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Technology	36.8	%
Communications	25.1	%
Consumer, Non-cyclical	23.4	%
Consumer, Cyclical	7.7	%
Industrial	3.7	%
Energy	0.9	%
Basic Materials	0.7	%
Total Long-Term Investments	98.3	%
Short-Term Investments and Other Assets and Liabilities	1.7	%
Net Assets	100.0	%

MML NASDAQ-100^® Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML NASDAQ-100 Fund Initial Class and the NASDAQ-100 Index^®.

TOTAL RETURN

	_{One Year}_{1/1/08 - 12/31/08}			_{Five Year}_{Average Annual}_{1/1/04 - 12/31/08}			_{Since Inception}_{Average Annual}_{5/1/00 - 12/31/08}
Initial Class		(41.89	)%		(3.78	)%		(12.56	)%
NASDAQ-100 Index		(41.89	)%		(3.76	)%		(12.28	)%

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

Hypothetical Investments in MML NASDAQ-100 Fund Service Class and the NASDAQ-100 Index.

TOTAL RETURN

	_{Since Inception}_{8/15/08 - 12/31/08}
Service Class		(38.28	)%
NASDAQ-100 Index		(35.29	)%+

+ From 9/1/08.

Investors should note that the Fund is a professionally managed mutual fund, while the NASDAQ-100 Index is unmanaged, does not incur expenses, and cannot be purchased directly by investors. Investors should read the Fund's prospectus with regard to the Fund's investment objective, risks and charges and expenses in conjunction with these financial statements. The Fund's return reflects changes in the net asset value per share without the deduction of any product charges (e.g., cost of insurance, mortality and expense risk charges, administrative fees, and CDSL). The inclusion of these charges would have reduced the performance shown here.

MML Small Cap Growth Equity Fund – Portfolio Manager Report

What is the investment objective of MML Small Cap Growth Equity Fund – and who are the Fund's sub-advisers?
The Fund seeks long-term capital appreciation by investing primarily in common stocks and equity securities of smaller companies that the Fund's sub-advisers believe offer potential for long-term growth. The Fund's two sub-advisers are Waddell & Reed Investment Management Company (Waddell & Reed), which was responsible for approximately 52% of the Fund's portfolio; and Wellington Management Company, LLP (Wellington Management), which managed approximately 48% of the Fund's portfolio, as of December 31, 2008.

How did the Fund perform during the 12 months ended December 31, 2008?
The Fund's Initial Class shares returned -38.54%, matching the -38.54% return of the Russell 2000^® Growth Index (the "benchmark"), a widely recognized, unmanaged index that measures the performance of those Russell 2000 Index companies (representing small-capitalization U.S. common stocks) with higher price-to-book ratios and forecasted growth rates. The Fund's -38.54% return, however, underperformed the -33.79% return of the Russell 2000 Index, a widely recognized, unmanaged index representative of common stocks of smaller capitalized U.S. companies.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2008, please see the Economic and Market Review, beginning on page 3.

What factors contributed to the Fund's performance?
With respect to the Waddell & Reed component, during 2008, every sector that the portfolio had exposure to declined substantially. However, the portfolio's focus on quality helped throughout the year, as leveraged and unprofitable companies were especially hard hit by the credit freeze. The nature of the portfolio's investment process typically means that it tends to have lower weightings in commodity-related sectors, such as energy, materials and industrials. During the first half of 2008, commodities rose dramatically, causing the portfolio to underperform relative to the benchmark. As commodities plummeted in the second half of the year, however, the portfolio regained its ground – and then som e. October saw the credit freeze intensify and the Fund's higher-quality holdings (i.e., those with less debt, stronger cash flow) also helped the portfolio outperform the benchmark as the year drew to a close. Another contributor to the portfolio's relative performance was its favorable stock selection in the information technology sector.

On the other hand, detracting from performance were the portfolio's stock selections within the industrials sector. The portfolio's underweight position in the health care sector was a drag on performance for much of the year, but actually contributed to returns in the fourth quarter.

The Wellington Management portion of the Fund is managed by two fund managers, with each being responsible for their own portfolio.

One Wellington Management portfolio struggled due to stock selection within the financials, information technology and energy sectors. An underweight position in the health care sector also detracted from performance relative to the benchmark. Conversely, telecommunication services and industrials were positive contributors for the year. Low-cost wireless provider MetroPCS Communications performed well, as its attractive prepaid, unlimited calling plans allowed it to gain market share. Aecom Technology, a global planning, consulting, design and management services company for infrastructure projects, reported strong earnings, which boosted the portfolio's returns for the year.

The other Wellington Management portfolio was dragged down by less-than-favorable stock selection, led by investments within the health care, information technology and industrials sectors. An underweight position in financials, particularly small-cap banks, which performed well, was also a point of weakness. On the brighter side, the portfolio's stock selection in the consumer discretionary sector contributed to performance, led by DreamWorks Animation, Churchill Downs and Big Lots.

MML Small Cap Growth Equity Fund – Portfolio Manager Report (Continued)

What is your outlook?
As we entered 2009, last year's problems remained front and center. We are somewhat optimistic about the Fund's prospects going forward, given what we view as the sold-out position of the market and the enormous amount of stimulus in the economic system. However, economic data, such as the unemployment rate and corporate profits, are likely to get worse, in our opinion. Our hope, however, is that as upcoming data becomes more anticipated and understood, it will have the potential to create less volatility in the financial markets.

When and by how much stocks may turn upward will depend in large part on how successful policy makers are in stabilizing the economy and credit markets, while getting banks to lend again. But, with credit likely remaining relatively impaired for the foreseeable future, stable companies with strong cash positions are desirable.

MML Small Cap Growth Equity Fund – Portfolio Manager Report (Continued)

*MML Small Cap Growth Equity Fund* *Largest Holdings* *(% of Net Assets) on 12/31/08* *(Unaudited)*
J.B. Hunt Transport Services, Inc.	2.1	%
Athenahealth, Inc.	2.0	%
FactSet Research Systems, Inc.	1.9	%
Alberto-Culver Co.	1.8	%
Blackboard, Inc.	1.8	%
Bankrate, Inc.	1.6	%
Kansas City Southern	1.4	%
O'Reilly Automotive, Inc.	1.4	%
Blackbaud, Inc.	1.4	%
LKQ Corp.	1.4	%
	16.8	%

*MML Small Cap Growth Equity Fund* *Sector Table* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Consumer, Non-cyclical	20.4	%
Technology	18.5	%
Consumer, Cyclical	14.8	%
Industrial	13.0	%
Financial	8.4	%
Communications	7.7	%
Energy	3.7	%
Funds	3.1	%
Utilities	1.3	%
Basic Materials	0.4	%
Diversified	0.2	%
Total Long-Term Investments	91.5	%
Short-Term Investments and Other Assets and Liabilities	8.5	%
Net Assets	100.0	%

MML Small Cap Growth Equity Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Small Cap Growth Equity Fund Initial Class, the Russell 2000 Growth Index and Russell 2000 Index.

TOTAL RETURN

	_{One Year}_{1/1/08 - 12/31/08}			_{Five Year}_{Average Annual}_{1/1/04 - 12/31/08}			_{Since Inception}_{Average Annual}_{5/3/99 - 12/31/08}
Initial Class		(38.54	)%		(1.47	)%		2.53	%
Russell 2000 Growth Index*		(38.54	)%		(2.35	)%		(1.48	)%
Russell 2000 Index		(33.79	)%		(0.93	)%		2.81	%

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

Hypothetical Investments in MML Small Cap Growth Equity Fund Service Class, the Russell 2000 Growth Index and Russell 2000 Index.

TOTAL RETURN

	_{Since Inception}_{8/15/08 - 12/31/08}
Service Class		(33.82	)%
Russell 2000 Growth Index*		(35.65	)%+
Russell 2000 Index		(32.00	)%+

* Benchmark

+ From 9/1/08.

Investors should note that the Fund is a professionally managed mutual fund, while the Russell 2000 Growth Index and the Russell 2000 Index are unmanaged, do not incur expenses, and cannot be purchased directly by investors. Investors should read the Fund's prospectus with regard to the Fund's investment objective, risks and charges and expenses in conjunction with these financial statements. The Fund's return reflects changes in the net asset value per share without the deduction of any product charges (e.g., cost of insurance, mortality and expense risk charges, administrative fees, and CDSL). The inclusion of these charges would have reduced the performance shown here.

MML Emerging Growth Fund – Portfolio Manager Report

What is the investment objective of MML Emerging Growth Fund – and who are the Fund's sub-advisers?
The Fund seeks capital appreciation by investing primarily in smaller, rapidly growing emerging growth companies, which may include companies growing earnings per share and/or revenues at above-average rates. The Fund's sub-advisers are Insight Capital Research & Management, Inc. (Insight Capital), which oversaw approximately 57% of the Fund's portfolio; and Essex Investment Management Company, LLC (Essex), which was responsible for approximately 43% of the Fund's portfolio, as of December 31, 2008. Effective September 10, 2008, Essex replaced Delaware Management Company (DMC) as the Fund's co-sub-adviser.

How did the Fund perform during the 12 months ended December 31, 2008?
The Fund's Initial Class shares returned -41.97%, underperforming the -38.54% return of the Russell 2000^® Growth Index (the "benchmark"), a widely recognized, unmanaged index that measures the performance of those Russell 2000 Index companies (representing small-capitalization U.S. common stocks) with higher price-to-book ratios and forecasted growth rates.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2008, please see the Economic and Market Review, beginning on page 3.

What factors contributed to the Fund's performance?
With respect to the Insight Capital component of the Fund, stocks that had performed well in the portfolio for a long time began to lose strength in 2008, including consumer discretionary company Deckers Outdoors. In the second quarter, coal companies led the portfolio, with particularly strong performance from Alpha Natural Resources, Walters Industries and James River Coal. Unfortunately, the third quarter brought a break in energy prices, which fell hard and fast. By the end of July, Insight Capital had completely sold the coal companies in the portfolio. Elsewhere, after holding an underweight position relative to the benchmark for over two years, Insight Capital found compelling investment cases for h ealth care companies. An example of this was home health company Almost Family, which turned out to be a stable, growing addition to the portfolio. Finally, as the year wound down, one sector that worked well for the portfolio was the for profit education sector, where the biggest positive contributor to the portfolio was ITT Educational Services.

For the DMC component, less-than-favorable stock selection was the primary reason for the portfolio's underperformance for the reporting period from January 1 through September 9, 2008. Among the biggest detractors were online photo service Shutterfly Inc., which declined more than 40% as a result of increased pricing competition; Advanced Analogic Technologies Inc., a semiconductor company that was down 46% due to indications of weakness in one of their key markets; Under Armour Inc.; Taleo Corp. and Penwest Pharmaceuticals Co. – which lost over 35%, 30% and 55%, respectively. Other holdings with disappointing returns included Acadia Pharmaceuticals, Synchronoss Technologies and Chipotle Mexican Grill.

Conversely, top contributors to performance included Old Dominion Freight Line Inc.; Clean Harbors, Inc.; Gymboree Corp. and United Fire & Causalty Co. Finally, positive stock selection in the health care sector was unable to overcome weakness in the consumer services, basic industry and financial sectors.

With respect to the Essex component of the Fund, for the reporting period from September 10 through December 31, 2008, the portfolio's cautious stance on energy was validated, and its underweight position in traditional energy holdings benefited returns. Similar to commodities, capital goods-related groups, agricultural chemicals and basic materials holdings reversed course during the last half of the year, hurt by the slowing global economy. Additionally, the producer durables sector suffered from the economic slowdown, and portfolio holdings in that area were weighted toward emerging markets, which further depressed returns. Several detractors were sold, including L-1 Identity Solutions Inc. and EMCORE Corp. Consumer spending-related holdings also had a negative impact on returns, with sobering headlines of weak holiday sales, falling home prices and rising unemployment. On the other hand, education companies contributed positively, led by Corinthian Colleges Inc. However, these returns were more than offset by weakness in Central European Media Enterprises, which traded down due to its emerging markets exposure. In health care, investors embraced the sector's defensive characteristics, although the portfolio's returns were hurt by stock

MML Emerging Growth Fund – Portfolio Manager Report (Continued)

selection. In technology, many stocks remained under pressure due to concerns about the sector's exposure to macroeconomic weakness. However, favorable stock selection held performance significantly above the benchmark: Asiainfo Holdings Inc., Shanda Interactive Entertainment Ltd. and EPIQ Systems Inc. were top contributors.

What is your outlook?
The global financial crisis continues, with key U.S. indicators expected to remain weak for several more quarters. While there are some preliminary signs of easing credit conditions, further evidence is needed to confirm these policies are gaining traction – namely, narrowing corporate bond spreads, stabilizing employment and falling home inventories.

We are hopeful that the lowering of short-term interest rates to near zero by the Federal Reserve, coupled with the expected enactment of the new administration's stimulus package, may help to set the stage for an economic recovery in the second half of 2009. While it is our view that financial markets will likely remain in a volatile bottoming phase as the unwinding of the credit boom continues, stock prices approaching their true values and high levels of cash could help to establish a market bottom.

MML Emerging Growth Fund – Portfolio Manager Report (Continued)

*MML Emerging Growth Fund* *Largest Holdings* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Thoratec Corp.	3.1	%
Alexion Pharmaceuticals, Inc.	2.6	%
ManTech International Corp. Class A	2.6	%
ITT Educational Services, Inc.	2.6	%
Corinthian Colleges, Inc.	2.5	%
Myriad Genetics, Inc.	2.4	%
Axsys Technologies, Inc.	2.2	%
Nuvasive, Inc.	2.1	%
Almost Family, Inc.	1.9	%
Life Partners Holdings, Inc.	1.9	%
	23.9	%

*MML Emerging Growth Fund* *Sector Table* *(% of Net Assets) on 12/31/08* *(Unaudited)*
Consumer, Non-cyclical	46.1	%
Industrial	15.4	%
Technology	11.8	%
Consumer, Cyclical	8.4	%
Communications	8.4	%
Financial	5.5	%
Energy	1.1	%
Total Long-Term Investments	96.7	%
Short-Term Investments and Other Assets and Liabilities	3.3	%
Net Assets	100.0	%

MML Emerging Growth Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Emerging Growth Fund Initial Class and the Russell 2000 Growth Index.

TOTAL RETURN

	_{One Year}_{1/1/08 - 12/31/08}			_{Five Year}_{Average Annual}_{1/1/04 - 12/31/08}			_{Since Inception}_{Average Annual}_{5/1/00 - 12/31/08}
Initial Class		(41.97	)%		(3.58	)%		(9.28	)%
Russell 2000 Growth Index		(38.54	)%		(2.35	)%		(4.70	)%

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

Hypothetical Investments in MML Emerging Growth Fund Service Class and the Russell 2000 Growth Index.

TOTAL RETURN

	_{Since Inception}_{8/15/08 - 12/31/08}
Service Class		(36.01	)%
Russell 2000 Growth Index		(35.65	)%+

+ From 9/1/08.

Investors should note that the Fund is a professionally managed mutual fund, while the Russell 2000 Growth Index is unmanaged, does not incur expenses, and cannot be purchased directly by investors. Investors should read the Fund's prospectus with regard to the Fund's investment objective, risks and charges and expenses in conjunction with these financial statements. The Fund's return reflects changes in the net asset value per share without the deduction of any product charges (e.g., cost of insurance, mortality and expense risk charges, administrative fees, and CDSL). The inclusion of these charges would have reduced the performance shown here.

MML Large Cap Value Fund – Portfolio of Investments

December 31, 2008

	Number of Shares		Value
EQUITIES — 90.3%
COMMON STOCK — 90.3%
Agriculture — 3.4%
Altria Group, Inc.		10,600	$	159,636
Philip Morris International, Inc.		136,500		5,939,115
				6,098,751
Auto Manufacturers — 0.3%
Paccar, Inc.		19,720		563,992
Banks — 6.5%
The Bank of New York Mellon Corp.		119,900		3,396,767
State Street Corp.		6,500		255,645
Wachovia Corp.		58,479		323,974
Wells Fargo & Co.		260,500		7,679,540
				11,655,926
Beverages — 2.1%
Diageo PLC Sponsored ADR (United Kingdom)		39,500		2,241,230
Heineken Holding NV Class A		54,150		1,550,246
				3,791,476
Building Materials — 1.0%
Martin Marietta Materials, Inc.		17,700		1,718,316
Chemicals — 0.5%
Monsanto Co.		12,200		858,270
Coal — 0.4%
China Coal Energy Co.		806,700		651,900
Commercial Services — 4.3%
Cosco Pacific Ltd.		270,600		278,593
H&R Block, Inc.		125,400		2,849,088
Iron Mountain, Inc.(a)		129,699		3,207,456
Moody's Corp.		56,200		1,129,058
Visa, Inc. Class A		6,970		365,577
				7,829,772
Computers — 1.4%
Dell, Inc.(a)		55,200		565,248
Hewlett-Packard Co.		55,600		2,017,724
				2,582,972
Cosmetics & Personal Care — 1.9%
Avon Products, Inc.		22,500		540,675
The Procter & Gamble Co.		47,500		2,936,450
				3,477,125

	Number of Shares		Value
Diversified Financial — 8.2%
American Express Co.		233,300	$	4,327,715
Ameriprise Financial, Inc.		40,780		952,621
Citigroup, Inc.		57,100		383,141
Discover Financial Services		12,400		118,172
E*Trade Financial Corp.(a)		16,400		18,860
The Goldman Sachs Group, Inc.		6,860		578,915
JP Morgan Chase & Co.		238,216		7,510,951
Merrill Lynch & Co., Inc.		64,428		749,942
Morgan Stanley		8,300		133,132
				14,773,449
Electric — 0.2%
The AES Corp.(a)		44,600		367,504
Electronics — 1.3%
Agilent Technologies, Inc.(a)		85,400		1,334,802
Garmin Ltd.		11,100		212,787
Tyco Electronics Ltd.		49,680		805,313
				2,352,902
Engineering & Construction — 0.1%
ABB Ltd. Sponsored ADR (Switzerland)		16,340		245,263
Foods — 0.3%
The Hershey Co.		12,400		430,776
Whole Foods Market, Inc.		16,500		155,760
				586,536
Forest Products & Paper — 0.4%
Sino-Forest Corp.(a)		97,000		775,529
Health Care – Products — 0.6%
Johnson & Johnson		18,700		1,118,821
Health Care – Services — 0.9%
UnitedHealth Group, Inc.		63,900		1,699,740
Holding Company – Diversified — 0.6%
China Merchants Holdings International Co. Ltd.		527,020		1,038,525
Housewares — 0.1%
Hunter Douglas NV		6,765		222,536
Insurance — 11.1%
American International Group, Inc.		203,150		318,945
Berkshire Hathaway, Inc. Class A(a)		91		8,790,600
The Hartford Financial Services Group, Inc.		36,200		594,404
Loews Corp.		141,300		3,991,725

	Number of Shares		Value
Markel Corp.(a)		495	$	148,005
MBIA, Inc.(a)		13,600		55,352
Nipponkoa Insurance Co. Ltd.		23,600		183,464
Principal Financial Group, Inc.		16,200		365,634
The Progressive Corp.		251,250		3,721,012
Sun Life Financial, Inc.		9,840		227,698
Transatlantic Holdings, Inc.		41,913		1,679,035
				20,075,874
Internet — 1.5%
Amazon.com, Inc.(a)		16,700		856,376
eBay, Inc.(a)		24,800		346,208
Google, Inc. Class A(a)		4,160		1,279,824
Liberty Media Holding Corp. Interactive Class A(a)		40,700		126,984
				2,609,392
Leisure Time — 0.8%
Harley-Davidson, Inc.		81,100		1,376,267
Manufacturing — 1.1%
Siemens AG		10,600		793,945
Tyco International Ltd.		52,200		1,127,520
				1,921,465
Media — 3.8%
Comcast Corp. Special Class A		259,850		4,196,577
Liberty Media Corp. Entertainment Class A(a)		34,060		595,369
News Corp. Class A		230,350		2,093,882
WPP PLC Sponsored ADR (United Kingdom)		1,300		38,467
				6,924,295
Mining — 1.4%
BHP Billiton PLC		32,500		612,199
Rio Tinto PLC		11,600		251,335
Vulcan Materials Co.		22,700		1,579,466
				2,443,000
Oil & Gas — 16.5%
Canadian Natural Resources Ltd.		63,500		2,538,730
ConocoPhillips		144,960		7,508,928
Devon Energy Corp.		92,000		6,045,320
EOG Resources, Inc.		78,400		5,219,872
Occidental Petroleum Corp.		124,530		7,470,554
Transocean Ltd.(a)		20,479		967,633
				29,751,037

(Continued)

The accompanying notes are an integral part of the financial statements.

MML Large Cap Value Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Packaging & Containers — 1.6%
Sealed Air Corp.		193,900	$	2,896,866
Pharmaceuticals — 2.8%
Cardinal Health, Inc.		37,800		1,302,966
Express Scripts, Inc.(a)		29,600		1,627,408
Schering-Plough Corp.		122,400		2,084,472
				5,014,846
Real Estate — 0.8%
Brookfield Asset Management, Inc. Class A		57,700		881,079
Hang Lung Properties Ltd.		163,000		497,520
				1,378,599
Retail — 8.8%
Bed Bath & Beyond, Inc.(a)		64,600		1,642,132
Carmax, Inc.(a)		87,470		689,264
Costco Wholesale Corp.		167,500		8,793,750
CVS Caremark Corp.		127,698		3,670,040
Lowe's Cos., Inc.		43,700		940,424
Sears Holdings Corp.(a)		2,700		104,949
				15,840,559
Semiconductors — 1.3%
Texas Instruments, Inc.		153,600		2,383,872
Software — 2.4%
Dun & Bradstreet Corp.		11,450		883,940
Microsoft Corp.		176,300		3,427,272
				4,311,212
Telecommunications — 0.7%
Cisco Systems, Inc.(a)		60,900		992,670
Sprint Nextel Corp.(a)		161,700		295,911
				1,288,581
Transportation — 1.2%
China Shipping Development Co. Ltd.		262,000		263,705
Kuehne & Nagel International AG		12,400		803,968
United Parcel Service, Inc. Class B		18,200		1,003,912
				2,071,585
TOTAL COMMON STOCK (Cost $220,645,202)				162,696,755
TOTAL EQUITIES (Cost $220,645,202)				162,696,755

	Principal Amount		Value
BONDS & NOTES — 0.1%
CORPORATE DEBT — 0.1%
Forest Products & Paper — 0.1%
Sino-Forest Corp. (Acquired 7/23/08, Cost $350,424)(b) (c) 5.000% 8/01/13	$	359,000	$	254,890
TOTAL CORPORATE DEBT (Cost $351,087)				254,890
TOTAL BONDS & NOTES (Cost $351,087)				254,890
TOTAL LONG-TERM INVESTMENTS (Cost $220,996,289)				162,951,645
SHORT-TERM INVESTMENTS — 5.7%
Repurchase Agreement — 5.7%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/31/08, 0.010%, due 1/02/09(d)		10,179,776		10,179,776
TOTAL SHORT-TERM INVESTMENTS (Cost $10,179,776)				10,179,776
TOTAL INVESTMENTS — 96.1% (Cost $231,176,065)(e)				173,131,421
Other Assets/ (Liabilities) — 3.9%				7,004,761
NET ASSETS — 100.0%			$	180,136,182

Notes to Portfolio of Investments

Industry classifications are unaudited.

ADR - American Depositary Receipt

(a) Non-income producing security.

(b) Securities exempt from registration under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2008, these securities amounted to a value of $254,890 or 0.14% of net assets.

(d) Maturity value of $10,179,782. Collateralized by U.S. Government Agency obligations with a rate of 4.834%, maturity date of 7/01/35, and an aggregate market value, including accrued interest, of $10,385,902.

(e) See Note 6 for aggregate cost for federal tax purposes.

The accompanying notes are an integral part of the financial statements.

MML Equity Index Fund – Portfolio of Investments

December 31, 2008

	Number of Shares		Value
EQUITIES — 97.9%
COMMON STOCK — 97.9%
Advertising — 0.1%
Interpublic Group of Cos., Inc.(a)		13,919	$	55,119
Omnicom Group, Inc.		9,412		253,371
				308,490
Aerospace & Defense — 2.3%
Boeing Co.		22,211		947,743
General Dynamics Corp.		11,714		674,609
Goodrich Corp.		3,839		142,120
L-3 Communications Holdings, Inc.		3,600		265,608
Lockheed Martin Corp.		10,040		844,163
Northrop Grumman Corp.		9,890		445,446
Raytheon Co.		12,588		642,492
Rockwell Collins, Inc.		4,868		190,290
United Technologies Corp.		28,722		1,539,499
				5,691,970
Agriculture — 2.0%
Altria Group, Inc.		61,754		930,015
Archer-Daniels-Midland Co.		19,361		558,178
Lorillard, Inc.		5,046		284,342
Philip Morris International, Inc.		61,354		2,669,513
Reynolds American, Inc.		5,200		209,612
UST, Inc.		4,422		306,798
				4,958,458
Airlines — 0.1%
Southwest Airlines Co.		22,240		191,709
Apparel — 0.3%
Nike, Inc. Class B		11,562		589,662
VF Corp.		2,651		145,195
				734,857
Auto Manufacturers — 0.2%
Ford Motor Co.(a)		73,077		167,346
General Motors Corp.		17,030		54,496
Paccar, Inc.		10,935		312,741
				534,583
Automotive & Parts — 0.2%
The Goodyear Tire & Rubber Co.(a)		7,165		42,775
Johnson Controls, Inc.		18,050		327,788
				370,563

	Number of Shares		Value
Banks — 4.9%
Bank of America Corp.		151,899	$	2,138,738
The Bank of New York Mellon Corp.		34,406		974,722
BB&T Corp.		16,483		452,623
Capital One Financial Corp.		11,534		367,819
Comerica, Inc.		4,569		90,695
Fifth Third Bancorp		16,522		136,472
First Horizon National Corp.		5,420		57,287
Huntington Bancshares, Inc.		11,334		86,818
KeyCorp		14,910		127,033
M&T Bank Corp.		2,300		132,043
Marshall & Ilsley Corp.		7,800		106,392
National City Corp.		63,498		114,931
Northern Trust Corp.		6,671		347,826
PNC Financial Services Group, Inc.		10,449		512,001
Regions Financial Corp.		20,889		166,277
State Street Corp.		13,022		512,155
SunTrust Banks, Inc.		10,590		312,829
U.S. Bancorp		53,432		1,336,334
Wachovia Corp.		65,151		360,937
Wells Fargo & Co.		114,158		3,365,378
Zions Bancorp		3,293		80,711
				11,780,021
Beverages — 2.5%
Brown-Forman Corp. Class B		2,975		153,183
The Coca-Cola Co.		60,291		2,729,374
Coca-Cola Enterprises, Inc.		8,574		103,145
Constellation Brands, Inc. Class A(a)		6,000		94,620
Dr. Pepper Snapple Group, Inc.(a)		7,700		125,125
Molson Coors Brewing Co. Class B		4,278		209,280
The Pepsi Bottling Group, Inc.		4,038		90,895
PepsiCo, Inc.		46,908		2,569,151
				6,074,773
Biotechnology — 1.6%
Amgen, Inc.(a)		32,169		1,857,760
Biogen Idec, Inc.(a)		8,637		411,380
Celgene Corp.(a)		14,078		778,232
Genzyme Corp.(a)		8,100		537,597
Life Technologies Corp.(a)		4,874		113,613
Millipore Corp.(a)		1,715		88,357
				3,786,939

	Number of Shares		Value
Building Materials — 0.1%
Masco Corp.		11,167	$	124,289
Chemicals — 1.8%
Air Products & Chemicals, Inc.		6,358		319,617
CF Industries Holdings, Inc.		1,700		83,572
The Dow Chemical Co.		27,668		417,510
Du Pont (E.I.) de Nemours & Co.		27,104		685,731
Eastman Chemical Co.		2,300		72,933
Ecolab, Inc.		5,216		183,342
International Flavors & Fragrances, Inc.		2,346		69,723
Monsanto Co.		16,470		1,158,665
PPG Industries, Inc.		4,889		207,440
Praxair, Inc.		9,364		555,847
Rohm & Haas Co.		3,740		231,095
The Sherwin-Williams Co.		3,029		180,983
Sigma-Aldrich Corp.		3,868		163,384
				4,329,842
Coal — 0.2%
CONSOL Energy, Inc.		5,500		157,190
Massey Energy Co.		2,500		34,475
Peabody Energy Corp.		8,100		184,275
				375,940
Commercial Services — 1.2%
Apollo Group, Inc. Class A(a)		3,188		244,264
Automatic Data Processing, Inc.		15,404		605,993
Convergys Corp.(a)		3,716		23,820
Donnelley (R.R.) & Sons Co.		6,522		88,569
Equifax, Inc.		3,959		104,993
H&R Block, Inc.		10,048		228,291
Mastercard, Inc. Class A		2,200		314,446
McKesson Corp.		8,387		324,828
Monster Worldwide, Inc.(a)		3,776		45,652
Moody's Corp.		5,992		120,379
Paychex, Inc.		9,697		254,837
Robert Half International, Inc.		4,680		97,438
Total System Services, Inc.		5,714		79,996
Western Union Co.		21,533		308,783
				2,842,289
Computers — 4.3%
Affiliated Computer Services, Inc. Class A(a)		2,900		133,255
Apple, Inc.(a)		26,852		2,291,818

(Continued)

The accompanying notes are an integral part of the financial statements.

MML Equity Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Cognizant Technology Solutions Corp. Class A(a)		8,800	$	158,928
Computer Sciences Corp.(a)		4,687		164,701
Dell, Inc.(a)		52,347		536,033
EMC Corp.(a)		61,632		645,287
Hewlett-Packard Co.		73,415		2,664,230
International Business Machines Corp.		40,565		3,413,951
Lexmark International, Inc. Class A(a)		2,397		64,479
NetApp, Inc.(a)		10,020		139,979
SanDisk Corp.(a)		6,836		65,626
Sun Microsystems, Inc.(a)		22,702		86,722
Teradata Corp.(a)		5,600		83,048
				10,448,057
Cosmetics & Personal Care — 2.9%
Avon Products, Inc.		12,856		308,930
Colgate-Palmolive Co.		15,177		1,040,231
The Estee Lauder Cos., Inc. Class A		3,400		105,264
The Procter & Gamble Co.		89,880		5,556,382
				7,010,807
Distribution & Wholesale — 0.2%
Fastenal Co.		3,900		135,915
Genuine Parts Co.		4,929		186,612
W.W. Grainger, Inc.		1,979		156,024
				478,551
Diversified Financial — 4.2%
American Express Co.		34,908		647,543
Ameriprise Financial, Inc.		6,521		152,331
The Charles Schwab Corp.		28,195		455,913
CIT Group, Inc.		8,800		39,952
Citigroup, Inc.		165,390		1,109,767
CME Group, Inc.		2,042		424,961
Discover Financial Services		14,395		137,184
E*Trade Financial Corp.(a)		13,200		15,180
Federated Investors, Inc. Class B		2,700		45,792
Franklin Resources, Inc.		4,628		295,174
The Goldman Sachs Group, Inc.		13,213		1,115,045
IntercontinentalExchange, Inc.(a)		2,200		181,368
Invesco Ltd.		11,800		170,392
Janus Capital Group, Inc.		4,450		35,734
JP Morgan Chase & Co.		113,042		3,564,214
Legg Mason, Inc.		4,085		89,502
Merrill Lynch & Co., Inc.		48,869		568,835
Morgan Stanley		32,091		514,740

		Number of Shares		Value
The NASDAQ OMX Group, Inc.(a)			4,100	$	101,311
NYSE Euronext			8,100		221,778
SLM Corp.(a)			14,042		124,974
T. Rowe Price Group, Inc.			7,700		272,888
					10,284,578
Electric — 3.8%
The AES Corp.(a)			20,549		169,324
Allegheny Energy, Inc.			5,120		173,363
Ameren Corp.			6,381		212,232
American Electric Power Co., Inc.			12,057		401,257
CenterPoint Energy, Inc.			10,263		129,519
CMS Energy Corp.			7,038		71,154
Consolidated Edison, Inc.			7,850		305,600
Constellation Energy Group, Inc.			5,425		136,113
Dominion Resources, Inc.			17,392		623,329
DTE Energy Co.			4,937		176,103
Duke Energy Corp.			38,673		580,482
Dynegy, Inc. Class A(a)			15,809		31,618
Edison International			9,830		315,740
Entergy Corp.			5,760		478,829
Exelon Corp.			20,136		1,119,763
FirstEnergy Corp.			9,457		459,421
FPL Group, Inc.			12,272		617,650
Integrys Energy Group, Inc.			2,300		98,854
Pepco Holdings, Inc.			6,100		108,336
PG&E Corp.			10,821		418,881
Pinnacle West Capital Corp.			3,000		96,390
PPL Corp.			11,378		349,191
Progress Energy, Inc.			7,872		313,699
Public Service Enterprise Group, Inc.			15,296		446,184
SCANA Corp.			3,500		124,600
Southern Co.			23,787		880,119
TECO Energy, Inc.			6,461		79,793
Wisconsin Energy Corp.	��		3,500		146,930
Xcel Energy, Inc.			12,772		236,921
					9,301,395
Electrical Components & Equipment — 0.4%
Emerson Electric Co.			23,114		846,204
Molex, Inc.			4,390		63,611
					909,815
Electronics — 0.5%
Agilent Technologies, Inc.(a)			10,683		166,975
Amphenol Corp. Class A			5,400		129,492
FLIR Systems, Inc.(a)			4,200		128,856
Jabil Circuit, Inc.			5,778		39,002
PerkinElmer, Inc.			3,708		51,578

	Number of Shares		Value
Thermo Fisher Scientific, Inc.(a)		12,554	$	427,715
Tyco Electronics Ltd.		13,768		223,179
Waters Corp.(a)		3,000		109,950
				1,276,747
Engineering & Construction — 0.2%
Fluor Corp.		5,454		244,721
Jacobs Engineering Group, Inc.(a)		3,700		177,970
				422,691
Entertainment — 0.0%
International Game Technology		8,874		105,512
Environmental Controls — 0.4%
Republic Services, Inc.		9,600		237,984
Stericycle, Inc.(a)		2,600		135,408
Waste Management, Inc.		14,753		488,914
				862,306
Foods — 2.1%
Campbell Soup Co.		6,302		189,123
ConAgra Foods, Inc.		13,672		225,588
Dean Foods Co.(a)		4,200		75,474
General Mills, Inc.		10,108		614,061
Heinz (H.J.) Co.		9,422		354,267
The Hershey Co.		5,044		175,229
The J.M. Smucker Co.		3,539		153,451
Kellogg Co.		7,564		331,682
Kraft Foods, Inc. Class A		44,330		1,190,261
The Kroger Co.		19,618		518,111
McCormick & Co., Inc.		3,900		124,254
Safeway, Inc.		13,060		310,436
Sara Lee Corp.		21,265		208,184
SuperValu, Inc.		6,595		96,287
Sysco Corp.		18,230		418,196
Tyson Foods, Inc. Class A		8,300		72,708
Whole Foods Market, Inc.		4,400		41,536
				5,098,848
Forest Products & Paper — 0.2%
International Paper Co.		12,820		151,276
MeadWestvaco Corp.		5,401		60,437
Plum Creek Timber Co., Inc.		5,100		177,174
Weyerhaeuser Co.		6,310		193,149
				582,036
Gas — 0.2%
Nicor, Inc.		1,289		44,780
NiSource, Inc.		8,446		92,652
Sempra Energy		7,517		320,450
				457,882

(Continued)

The accompanying notes are an integral part of the financial statements.

MML Equity Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Hand & Machine Tools — 0.1%
The Black & Decker Corp.		1,850	$	77,349
Snap-on, Inc.		1,853		72,971
The Stanley Works		2,305		78,600
				228,920
Health Care – Products — 4.1%
Bard (C.R.), Inc.		3,020		254,465
Baxter International, Inc.		18,692		1,001,704
Becton, Dickinson & Co.		7,348		502,530
Boston Scientific Corp.(a)		44,572		344,987
Covidien Ltd.		15,168		549,689
Intuitive Surgical, Inc.(a)		1,200		152,388
Johnson & Johnson		83,996		5,025,481
Medtronic, Inc.		33,881		1,064,541
St. Jude Medical, Inc.(a)		10,144		334,346
Stryker Corp.		7,200		287,640
Varian Medical Systems, Inc.(a)		3,700		129,648
Zimmer Holdings, Inc.(a)		6,822		275,745
				9,923,164
Health Care – Services — 1.3%
Aetna, Inc.		13,944		397,404
Cigna Corp.		8,420		141,877
Coventry Health Care, Inc.(a)		4,485		66,737
DaVita, Inc.(a)		3,200		158,624
Humana, Inc.(a)		5,003		186,512
Laboratory Corp. of America Holdings(a)		3,200		206,112
Quest Diagnostics, Inc.		4,728		245,430
Tenet Healthcare Corp.(a)		12,559		14,443
UnitedHealth Group, Inc.		36,580		973,028
WellPoint, Inc.(a)		15,453		651,035
				3,041,202
Holding Company – Diversified — 0.0%
Leucadia National Corp.(a)		5,100		100,980
Home Builders — 0.1%
Centex Corp.		3,846		40,921
D.R. Horton, Inc.		8,500		60,095
KB Home		2,442		33,260
Lennar Corp. Class A		4,300		37,281
Pulte Homes, Inc.		6,744		73,712
				245,269
Home Furnishing — 0.1%
Harman International Industries, Inc.		1,800		30,114
Whirlpool Corp.		2,242		92,707
				122,821

	Number of Shares		Value
Household Products — 0.5%
Avery Dennison Corp.		2,928	$	95,834
The Clorox Co.		4,470		248,353
Fortune Brands, Inc.		4,580		189,062
Kimberly-Clark Corp.		12,441		656,138
				1,189,387
Housewares — 0.0%
Newell Rubbermaid, Inc.		8,335		81,516
Insurance — 2.6%
AFLAC, Inc.		14,020		642,677
Allstate Corp.		16,204		530,843
American International Group, Inc.		81,032		127,220
Aon Corp.		8,146		372,109
Assurant, Inc.		3,200		96,000
Chubb Corp.		10,746		548,046
Cincinnati Financial Corp.		4,882		141,920
Genworth Financial, Inc. Class A		13,400		37,922
The Hartford Financial Services Group, Inc.		9,158		150,374
Lincoln National Corp.		7,780		146,575
Loews Corp.		11,010		311,032
Marsh & McLennan Cos., Inc.		15,542		377,204
MBIA, Inc.(a)		6,275		25,539
Metlife, Inc.		23,932		834,270
Principal Financial Group, Inc.		7,936		179,116
The Progressive Corp.		20,592		304,968
Prudential Financial, Inc.		12,900		390,354
Torchmark Corp.		2,626		117,382
The Travelers Cos., Inc.		17,663		798,368
Unum Group		9,970		185,442
XL Capital Ltd. Class A		9,227		34,140
				6,351,501
Internet — 1.8%
Akamai Technologies, Inc.(a)		5,200		78,468
Amazon.com, Inc.(a)		9,533		488,852
eBay, Inc.(a)		32,423		452,625
Expedia, Inc.(a)		6,465		53,272
Google, Inc. Class A(a)		7,226		2,223,079
McAfee, Inc.(a)		4,600		159,022
Symantec Corp.(a)		25,089		339,203
VeriSign, Inc.(a)		6,000		114,480
Yahoo!, Inc.(a)		41,416		505,275
				4,414,276
Investment Companies — 0.0%
American Capital Strategies Ltd.		5,500		17,820

	Number of Shares		Value
Iron & Steel — 0.3%
AK Steel Holding Corp.		3,500	$	32,620
Allegheny Technologies, Inc.		3,044		77,713
Nucor Corp.		9,536		440,563
United States Steel Corp.		3,554		132,209
				683,105
Leisure Time — 0.2%
Carnival Corp.		13,285		323,091
Harley-Davidson, Inc.		7,222		122,558
				445,649
Lodging — 0.2%
Marriott International, Inc. Class A		8,828		171,705
Starwood Hotels & Resorts Worldwide, Inc.		5,640		100,956
Wyndham Worldwide Corp.		5,488		35,946
Wynn Resorts Ltd.(a)		1,790		75,645
				384,252
Machinery – Construction & Mining — 0.3%
Caterpillar, Inc.		18,304		817,640
Machinery – Diversified — 0.4%
Cummins, Inc.		6,156		164,550
Deere & Co.		12,886		493,792
Flowserve Corp.		1,700		87,550
The Manitowoc Co., Inc.		3,900		33,774
Rockwell Automation, Inc.		4,268		137,600
				917,266
Manufacturing — 4.0%
3M Co.		20,972		1,206,729
Cooper Industries Ltd. Class A		5,328		155,737
Danaher Corp.		7,710		436,463
Dover Corp.		5,735		188,796
Eastman Kodak Co.		8,060		53,035
Eaton Corp.		5,033		250,190
General Electric Co.		316,235		5,123,007
Honeywell International, Inc.		21,890		718,649
Illinois Tool Works, Inc.		11,838		414,922
Ingersoll-Rand Co. Ltd. Class A		9,685		168,035
ITT Corp.		5,474		251,749
Leggett & Platt, Inc.		4,850		73,671
Pall Corp.		3,692		104,964
Parker Hannifin Corp.		4,821		205,085
Textron, Inc.		7,264		100,752
Tyco International Ltd.		14,368		310,349
				9,762,133

(Continued)

The accompanying notes are an integral part of the financial statements.

MML Equity Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Media — 2.4%
CBS Corp. Class B		20,514	$	168,010
Comcast Corp. Class A		86,877		1,466,484
The DIRECTV Group, Inc.(a)		16,500		378,015
Gannett Co., Inc.		6,970		55,760
The McGraw-Hill Cos., Inc.		9,560		221,696
Meredith Corp.		1,144		19,585
New York Times Co. Class A		3,565		26,131
News Corp. Class A		69,400		630,846
Scripps Networks Interactive Class A		2,700		59,400
Time Warner, Inc.		107,808		1,084,548
Viacom, Inc. Class B(a)		18,514		352,877
The Walt Disney Co.		55,832		1,266,828
Washington Post Co. Class B		182		71,026
				5,801,206
Metal Fabricate & Hardware — 0.1%
Precision Castparts Corp.		4,200		249,816
Mining — 0.6%
Alcoa, Inc.		24,188		272,357
Freeport-McMoRan Copper & Gold, Inc.		11,333		276,979
Newmont Mining Corp.		13,709		557,956
Titanium Metals Corp.		2,800		24,668
Vulcan Materials Co.		3,310		230,310
				1,362,270
Office Equipment/Supplies — 0.2%
Pitney Bowes, Inc.		6,202		158,027
Xerox Corp.		26,414		210,520
				368,547
Oil & Gas — 11.3%
Anadarko Petroleum Corp.		13,844		533,686
Apache Corp.		10,000		745,300
Cabot Oil & Gas Corp.		3,000		78,000
Chesapeake Energy Corp.		15,659		253,206
Chevron Corp.		61,366		4,539,243
ConocoPhillips		45,090		2,335,662
Devon Energy Corp.		13,270		871,972
ENSCO International, Inc.		4,400		124,916
EOG Resources, Inc.		7,500		499,350
Exxon Mobil Corp.		153,536		12,256,779
Hess Corp.		8,517		456,852
Marathon Oil Corp.		21,180		579,485
Murphy Oil Corp.		5,800		257,230
Nabors Industries Ltd.(a)		8,630		103,301
Noble Corp.		8,080		178,487
Noble Energy, Inc.		5,200		255,944
Occidental Petroleum Corp.		24,508		1,470,235

	Number of Shares		Value
Pioneer Natural Resources Co.		3,600	$	58,248
Questar Corp.		5,200		169,988
Range Resources Corp.		4,700		161,633
Rowan Cos., Inc.		3,521		55,984
Southwestern Energy Co.(a)		10,600		307,082
Sunoco, Inc.		3,586		155,847
Tesoro Corp.		4,300		56,631
Valero Energy Corp.		15,800		341,912
XTO Energy, Inc.		17,451		615,497
				27,462,470
Oil & Gas Services — 1.3%
Baker Hughes, Inc.		9,198		294,980
BJ Services Co.		9,100		106,197
Cameron International Corp.(a)		6,600		135,300
Halliburton Co.		26,213		476,552
National Oilwell Varco, Inc.(a)		12,500		305,500
Schlumberger Ltd.		36,378		1,539,881
Smith International, Inc.		6,572		150,433
Weatherford International Ltd.(a)		20,676		223,714
				3,232,557
Packaging & Containers — 0.2%
Ball Corp.		2,920		121,443
Bemis Co., Inc.		3,066		72,603
Owens-IIlinois, Inc.(a)		5,000		136,650
Pactiv Corp.(a)		3,959		98,500
Sealed Air Corp.		4,882		72,937
				502,133
Pharmaceuticals — 7.1%
Abbott Laboratories		47,098		2,513,620
Allergan, Inc.		9,332		376,266
AmerisourceBergen Corp.		4,852		173,022
Bristol-Myers Squibb Co.		59,342		1,379,702
Cardinal Health, Inc.		10,869		374,654
Cephalon, Inc.(a)		2,000		154,080
DENTSPLY International, Inc.		4,500		127,080
Eli Lilly & Co.		29,995		1,207,899
Express Scripts, Inc.(a)		7,466		410,481
Forest Laboratories, Inc.(a)		9,280		236,362
Gilead Sciences, Inc.(a)		27,688		1,415,964
Hospira, Inc.(a)		4,839		129,782
King Pharmaceuticals, Inc.(a)		7,567		80,362
Medco Health Solutions, Inc.(a)		15,040		630,326
Merck & Co., Inc.		63,815		1,939,976
Mylan, Inc.(a)		8,624		85,291

	Number of Shares		Value
Patterson Cos., Inc.(a)		2,700	$	50,625
Pfizer, Inc.		202,641		3,588,772
Schering-Plough Corp.		48,788		830,860
Watson Pharmaceuticals, Inc.(a)		3,070		81,570
Wyeth		40,356		1,513,754
				17,300,448
Pipelines — 0.3%
El Paso Corp.		21,146		165,573
Equitable Resources, Inc.		3,900		130,845
Spectra Energy Corp.		18,586		292,543
The Williams Cos., Inc.		17,318		250,765
				839,726
Real Estate — 0.0%
CB Richard Ellis Group, Inc. Class A(a)		5,600		24,192
Real Estate Investment Trusts (REITS) — 0.9%
Apartment Investment & Management Co. Class A		3,080		35,574
AvalonBay Communities, Inc.		2,300		139,334
Boston Properties, Inc.		3,600		198,000
Developers Diversified Realty Corp.		3,700		18,056
Equity Residential		8,200		244,524
HCP, Inc.		7,281		202,193
Host Hotels & Resorts, Inc.		15,700		118,849
Kimco Realty Corp.		6,800		124,304
Prologis		7,800		108,342
Public Storage		3,820		303,690
Simon Property Group, Inc.		7,000		371,910
Vornado Realty Trust		4,300		259,505
				2,124,281
Retail — 6.3%
Abercrombie & Fitch Co. Class A		2,700		62,289
AutoNation, Inc.(a)		3,268		32,288
AutoZone, Inc.(a)		1,154		160,948
Bed Bath & Beyond, Inc.(a)		7,950		202,089
Best Buy Co., Inc.		10,195		286,581
Big Lots, Inc.(a)		2,474		35,848
Coach, Inc.(a)		9,900		205,623
Costco Wholesale Corp.		13,042		684,705
CVS Caremark Corp.		43,083		1,238,205
Darden Restaurants, Inc.		4,192		118,131
Family Dollar Stores, Inc.		4,351		113,431
GameStop Corp. Class A(a)		5,000		108,300
The Gap, Inc.		13,545		181,368
The Home Depot, Inc.		51,115		1,176,667
J.C. Penney Co., Inc.		6,709		132,167
Jones Apparel Group, Inc.		2,596		15,213

(Continued)

The accompanying notes are an integral part of the financial statements.

MML Equity Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Kohl's Corp.(a)		9,123	$	330,253
Limited Brands, Inc.		8,630		86,645
Lowe's Cos., Inc.		44,064		948,257
Macy's, Inc.		12,700		131,445
McDonald's Corp.		33,677		2,094,373
Nordstrom, Inc.		4,870		64,820
Office Depot, Inc.(a)		8,565		25,524
Polo Ralph Lauren Corp.		1,700		77,197
RadioShack Corp.		3,781		45,145
Sears Holdings Corp.(a)		1,708		66,390
Staples, Inc.		21,359		382,753
Starbucks Corp.(a)		21,898		207,155
Target Corp.		22,668		782,726
Tiffany & Co.		3,792		89,605
The TJX Cos., Inc.		12,676		260,745
Wal-Mart Stores, Inc.		67,234		3,769,138
Walgreen Co.		29,804		735,265
Yum! Brands, Inc.		13,896		437,724
				15,289,013
Savings & Loans — 0.2%
Hudson City Bancorp, Inc.		15,600		248,976
People's United Financial, Inc.		10,400		185,432
Sovereign Bancorp, Inc.(a)		14,855		44,268
				478,676
Semiconductors — 2.1%
Advanced Micro Devices, Inc.(a)		18,360		39,658
Altera Corp.		9,120		152,395
Analog Devices, Inc.		8,770		166,805
Applied Materials, Inc.		40,206		407,287
Broadcom Corp. Class A(a)		13,447		228,196
Intel Corp.		167,887		2,461,223
KLA-Tencor Corp.		5,306		115,618
Linear Technology Corp.		6,730		148,868
LSI Corp.(a)		19,428		63,918
MEMC Electronic Materials, Inc.(a)		6,900		98,532
Microchip Technology, Inc.		5,600		109,368
Micron Technology, Inc.(a)		22,717		59,973
National Semiconductor Corp.		5,896		59,373
Novellus Systems, Inc.(a)		3,150		38,871
Nvidia Corp.(a)		16,200		130,734
QLogic Corp.(a)		3,800		51,072
Teradyne, Inc.(a)		5,460		23,041
Texas Instruments, Inc.		39,126		607,235
Xilinx, Inc.		8,511		151,666
				5,113,833
Software — 3.6%
Adobe Systems, Inc.(a)		16,012		340,895
Autodesk, Inc.(a)		6,780		133,227

	Number of Shares		Value
BMC Software, Inc.(a)		5,765	$	155,136
CA, Inc.		11,829		219,191
Citrix Systems, Inc.(a)		5,592		131,803
Compuware Corp.(a)		8,078		54,526
Dun & Bradstreet Corp.		1,600		123,520
Electronic Arts, Inc.(a)		9,700		155,588
Fidelity National Information Services, Inc.		5,100		82,977
Fiserv, Inc.(a)		4,921		178,977
IMS Health, Inc.		5,724		86,776
Intuit, Inc.(a)		9,720		231,239
Microsoft Corp.		230,908		4,488,852
Novell, Inc.(a)		11,076		43,086
Oracle Corp.(a)		117,461		2,082,584
Salesforce.com, Inc.(a)		3,100		99,231
				8,607,608
Telecommunications — 6.2%
American Tower Corp. Class A(a)		11,900		348,908
AT&T, Inc.		177,995		5,072,858
CenturyTel, Inc.		3,031		82,837
Ciena Corp.(a)		2,748		18,412
Cisco Systems, Inc.(a)		176,673		2,879,770
Corning, Inc.		47,391		451,636
Embarq Corp.		4,327		155,599
Frontier Communications Corp.		9,501		83,039
Harris Corp.		3,800		144,590
JDS Uniphase Corp.(a)		7,098		25,908
Juniper Networks, Inc.(a)		16,000		280,160
Motorola, Inc.		68,609		303,938
Qualcomm, Inc.		49,660		1,779,318
Qwest Communications International, Inc.		44,158		160,735
Sprint Nextel Corp.(a)		85,859		157,122
Tellabs, Inc.(a)		12,312		50,725
Verizon Communications, Inc.		85,316		2,892,212
Windstream Corp.		13,431		123,565
				15,011,332
Textiles — 0.0%
Cintas Corp.		3,990		92,688
Toys, Games & Hobbies — 0.1%
Hasbro, Inc.		3,791		110,584
Mattel, Inc.		10,889		174,224
				284,808
Transportation — 2.1%
Burlington Northern Santa Fe Corp.		8,493		643,005
C.H. Robinson Worldwide, Inc.		5,100		280,653

	Number of Shares		Value
CSX Corp.		11,930	$	387,367
Expeditors International of Washington, Inc.		6,500		216,255
FedEx Corp.		9,303		596,788
Norfolk Southern Corp.		11,189		526,442
Ryder System, Inc.		1,782		69,106
Union Pacific Corp.		15,334		732,965
United Parcel Service, Inc. Class B		30,000		1,654,800
				5,107,381
TOTAL COMMON STOCK (Cost $286,947,187)				237,323,834
TOTAL EQUITIES (Cost $286,947,187)				237,323,834
TOTAL LONG-TERM INVESTMENTS (Cost $286,947,187)				237,323,834
	Principal Amount
SHORT-TERM INVESTMENTS — 2.1%
Repurchase Agreement — 1.8%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/31/08, 0.010%, due 1/02/09(b)	$	4,315,706		4,315,706
U.S. Treasury Bills — 0.3%
U.S. Treasury Bill(c) 0.001% 5/14/09		40,000		40,000
U.S. Treasury Bill(c) 0.002% 5/14/09		25,000		25,000
U.S. Treasury Bill(c) 0.010% 5/14/09		50,000		50,002
U.S. Treasury Bill(c) 0.027% 5/14/09		180,000		180,018
U.S. Treasury Bill(c) 0.100% 5/14/09		345,000		344,872
				639,892
TOTAL SHORT-TERM INVESTMENTS (Cost $4,955,598)				4,955,598
TOTAL INVESTMENTS — 100.0% (Cost $291,902,785)(d)				242,279,432
Other Assets/ (Liabilities) — 0.0%				38,872
NET ASSETS — 100.0%			$	242,318,304

(Continued)

The accompanying notes are an integral part of the financial statements.

MML Equity Index Fund – Portfolio of Investments (Continued)

Notes to Portfolio of Investments

Industry classifications are unaudited.

(a) Non-income producing security.

(b) Maturity value of $4,315,709. Collateralized by U.S. Government Agency obligations with a rate of 1.545%, maturity dates ranging from 2/15/36 - 5/15/36, and an aggregate market value, including accrued interest, of $4,404,175.

(d) See Note 6 for aggregate cost for federal tax purposes.

The remainder of this page is intentionally left blank.

The accompanying notes are an integral part of the financial statements.

MML Growth Equity Fund – Portfolio of Investments

December 31, 2008

	Number of Shares		Value
EQUITIES — 98.9%
COMMON STOCK — 98.9%
Advertising — 0.1%
Omnicom Group, Inc.		450	$	12,114
Aerospace & Defense — 0.7%
General Dynamics Corp.		400		23,036
Lockheed Martin Corp.		550		46,244
Rockwell Collins, Inc.		50		1,955
				71,235
Apparel — 0.6%
Nike, Inc. Class B		1,200		61,200
Banks — 4.1%
The Bank of New York Mellon Corp.		2,300		65,159
Northern Trust Corp.		2,400		125,136
PNC Financial Services Group, Inc.		500		24,500
State Street Corp.		3,600		141,588
Wells Fargo & Co.		2,900		85,492
				441,875
Beverages — 1.4%
The Coca-Cola Co.		1,300		58,851
PepsiCo, Inc.		1,650		90,371
				149,222
Biotechnology — 6.6%
Amgen, Inc.(a)		2,400		138,600
Celgene Corp.(a)		3,950		218,356
Genentech, Inc.(a)		4,100		339,931
Genzyme Corp.(a)		300		19,911
				716,798
Chemicals — 2.9%
Monsanto Co.		1,600		112,560
Potash Corp. of Saskatchewan		950		69,559
Praxair, Inc.		2,300		136,528
				318,647
Commercial Services — 5.2%
Accenture Ltd. Class A		4,550		149,194
Apollo Group, Inc. Class A(a)		850		65,127
Automatic Data Processing, Inc.		1,850		72,779
Mastercard, Inc. Class A		400		57,172
McKesson Corp.		2,400		92,952
Visa, Inc. Class A		1,300		68,185

	Number of Shares		Value
Western Union Co.		3,900	$	55,926
				561,335
Computers — 5.4%
Apple, Inc.(a)		3,950		337,132
Dell, Inc.(a)		50		512
EMC Corp.(a)		3,200		33,504
Hewlett-Packard Co.		4,000		145,160
Research In Motion Ltd.(a)		1,600		64,928
				581,236
Cosmetics & Personal Care — 0.2%
The Procter & Gamble Co.		300		18,546
Distribution & Wholesale — 0.2%
Fastenal Co.		800		27,880
Diversified Financial — 6.3%
American Express Co.		750		13,913
Ameriprise Financial, Inc.		100		2,336
BlackRock, Inc.		250		33,537
The Charles Schwab Corp.		4,300		69,531
CME Group, Inc.		200		41,622
Credit Suisse Group		14		384
Franklin Resources, Inc.		2,550		162,639
The Goldman Sachs Group, Inc.		1,500		126,585
IntercontinentalExchange, Inc.(a)		1,250		103,050
JP Morgan Chase & Co.		2,000		63,060
Morgan Stanley		3,950		63,358
				680,015
Electric — 0.6%
Entergy Corp.		200		16,626
NRG Energy, Inc.(a)		1,900		44,327
				60,953
Electrical Components & Equipment — 0.2%
Sunpower Corp. Class B(a)		700		21,308
Electronics — 0.0%
Thermo Fisher Scientific, Inc.(a)		50		1,704
Energy – Alternate Sources — 0.4%
First Solar, Inc.(a)		350		48,286
Entertainment — 0.0%
International Game Technology		100		1,189
Health Care – Products — 6.2%
Alcon, Inc.		700		62,433
Baxter International, Inc.		2,600		139,334

	Number of Shares		Value
Becton, Dickinson & Co.		1,000	$	68,390
Covidien Ltd.		500		18,120
Intuitive Surgical, Inc.(a)		200		25,398
Medtronic, Inc.		4,350		136,677
St. Jude Medical, Inc.(a)		4,350		143,376
Stryker Corp.		1,800		71,910
				665,638
Health Care – Services — 0.9%
Aetna, Inc.		50		1,425
Humana, Inc.(a)		750		27,960
WellPoint, Inc.(a)		1,750		73,728
				103,113
Insurance — 0.4%
Aon Corp.		800		36,544
Prudential Financial, Inc.		100		3,026
				39,570
Internet — 8.9%
Amazon.com, Inc.(a)		6,350		325,628
eBay, Inc.(a)		100		1,396
Expedia, Inc.(a)		2,700		22,248
Google, Inc. Class A(a)		1,200		369,180
McAfee, Inc.(a)		3,150		108,895
Priceline.com, Inc.(a)		300		22,095
Tencent Holdings Ltd.		7,200		46,874
VeriSign, Inc.(a)		3,450		65,826
				962,142
Iron & Steel — 0.5%
Nucor Corp.		1,200		55,440
Lodging — 0.9%
Marriott International, Inc. Class A		1,400		27,230
MGM MIRAGE(a)		1,149		15,810
Wynn Resorts Ltd.(a)		1,200		50,712
				93,752
Machinery – Diversified — 0.1%
Deere & Co.		300		11,496
Manufacturing — 2.8%
Danaher Corp.		5,250		297,203
General Electric Co.		100		1,620
				298,823
Media — 2.0%
Discovery Communications, Inc., Series A(a)		2,825		40,002
Discovery Communications, Inc., Series C(a)		2,225		29,793
The McGraw-Hill Cos., Inc.		5,350		124,066

(Continued)

The accompanying notes are an integral part of the financial statements.

MML Growth Equity Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Time Warner, Inc.		2,300	$	23,138
				216,999
Mining — 0.0%
BHP Billiton Ltd.		14		295
Oil & Gas — 4.0%
Chevron Corp.		1,000		73,970
EOG Resources, Inc.		2,150		143,147
Exxon Mobil Corp.		2,750		219,533
				436,650
Oil & Gas Services — 2.5%
Baker Hughes, Inc.		100		3,207
FMC Technologies, Inc.(a)		300		7,149
Schlumberger Ltd.		3,300		139,689
Smith International, Inc.		5,400		123,606
				273,651
Pharmaceuticals — 10.0%
Allergan, Inc.		2,700		108,864
Express Scripts, Inc.(a)		2,150		118,207
Gilead Sciences, Inc.(a)		7,200		368,208
Medco Health Solutions, Inc.(a)		4,800		201,168
Novartis AG		562		28,159
Roche Holding AG		556		85,587
Schering-Plough Corp.		350		5,961
Teva Pharmaceutical Industries Ltd. Sponsored ADR (Israel)		1,500		63,855
Wyeth		2,650		99,401
				1,079,410
Retail — 7.9%
Bed Bath & Beyond, Inc.(a)		2,700		68,634
Coach, Inc.(a)		1,200		24,924
Costco Wholesale Corp.		1,050		55,125
CVS Caremark Corp.		4,300		123,582
Kohl's Corp.(a)		3,250		117,650
McDonald's Corp.		2,150		133,708
Wal-Mart Stores, Inc.		4,000		224,240
Yum! Brands, Inc.		3,400		107,100
				854,963
Semiconductors — 2.6%
Altera Corp.		2,300		38,433
Broadcom Corp. Class A(a)		2,550		43,274
Intel Corp.		550		8,063
Marvell Technology Group Ltd.(a)		12,550		83,708
Xilinx, Inc.		5,900		105,138
				278,616

	Number of Shares		Value
Software — 5.4%
Adobe Systems, Inc.(a)		1,600	$	34,064
Autodesk, Inc.(a)		3,100		60,915
Electronic Arts, Inc.(a)		3,750		60,150
Fiserv, Inc.(a)		2,500		90,925
Intuit, Inc.(a)		1,200		28,548
Microsoft Corp.		14,150		275,076
Oracle Corp.(a)		1,850		32,800
				582,478
Telecommunications — 6.8%
America Movil SAB de C.V. Sponsored ADR (Mexico)		1,650		51,134
American Tower Corp. Class A(a)		6,200		181,784
AT&T, Inc.		100		2,850
Cisco Systems, Inc.(a)		5,650		92,095
Juniper Networks, Inc.(a)		9,150		160,216
MetroPCS Communications, Inc.(a)		2,400		35,640
Qualcomm, Inc.		5,850		209,605
				733,324
Toys, Games & Hobbies — 1.4%
Nintendo Co. Ltd.		400		153,678
Transportation — 0.7%
Expeditors International of Washington, Inc.		1,000		33,270
Union Pacific Corp.		900		43,020
				76,290
TOTAL COMMON STOCK (Cost $14,808,920)				10,689,871
TOTAL EQUITIES (Cost $14,808,920)				10,689,871
RIGHTS — 0.0%
Computers — 0.0%
Seagate Technology(b)		11,100		-
TOTAL RIGHTS (Cost $0)				-
TOTAL LONG-TERM INVESTMENTS (Cost $14,808,920)				10,689,871

	Principal Amount		Value
SHORT-TERM INVESTMENTS — 1.3%
Repurchase Agreement — 1.3%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/31/08, 0.010%, due 1/02/09(c)	$	142,506	$	142,506
TOTAL SHORT-TERM INVESTMENTS (Cost $142,506)				142,506
TOTAL INVESTMENTS — 100.2% (Cost $14,951,426)(d)				10,832,377
Other Assets/ (Liabilities) — (0.2)%				(23,609	)
NET ASSETS — 100.0%			$	10,808,768

Notes to Portfolio of Investments

Industry classifications are unaudited.

ADR - American Depositary Receipt

(a) Non-income producing security.

(b) This security is valued in good faith under procedures established by the Board of Trustees.

(c) Maturity value of $142,506. Collateralized by U.S. Government Agency obligations with a rate of 1.772%, maturity date of 8/15/36, and an aggregate market value, including accrued interest, of $145,869.

(d) See Note 6 for aggregate cost for federal tax purposes.

The accompanying notes are an integral part of the financial statements.

MML NASDAQ-100 Fund – Portfolio of Investments

December 31, 2008

	Number of Shares		Value
EQUITIES — 98.3%
COMMON STOCK — 98.3%
Advertising — 0.1%
Focus Media Holding Ltd. ADR (Cayman Islands)(a)		583	$	5,299
Airlines — 0.3%
Ryanair Holdings PLC Sponsored ADR (Ireland)(a)		592		17,215
Auto Manufacturers — 1.1%
Paccar, Inc.		2,081		59,517
Beverages — 0.3%
Hansen Natural Corp.(a)		466		15,625
Biotechnology — 9.4%
Amgen, Inc.(a)		2,512		145,068
Biogen Idec, Inc.(a)		1,613		76,827
Celgene Corp.(a)		2,311		127,752
Genzyme Corp.(a)		1,725		114,488
Illumina, Inc.(a)		603		15,708
Life Technologies Corp.(a)		884		20,606
Vertex Pharmaceuticals, Inc.(a)		809		24,578
				525,027
Chemicals — 0.5%
Sigma-Aldrich Corp.		613		25,893
Commercial Services — 3.5%
Apollo Group, Inc. Class A(a)		818		62,675
Automatic Data Processing, Inc.		1,815		71,402
Paychex, Inc.		1,741		45,754
Pharmaceutical Product Development, Inc.		586		17,000
				196,831
Computers — 13.9%
Apple, Inc.(a)		6,306		538,217
Cognizant Technology Solutions Corp. Class A(a)		1,444		26,079
Dell, Inc.(a)		3,638		37,253
Logitech International SA(a)		887		13,820
NetApp, Inc.(a)		1,756		24,531
Research In Motion Ltd.(a)		2,878		116,789
Seagate Technology		2,477		10,973
Sun Microsystems, Inc.(a)		1,634		6,242
				773,904

	Number of Shares		Value
Distribution & Wholesale — 0.5%
Fastenal Co.		742	$	25,859
Electronics — 0.9%
Flextronics International Ltd.(a)		4,466		11,433
FLIR Systems, Inc.(a)		747		22,918
Garmin Ltd.		961		18,422
				52,773
Energy – Alternate Sources — 0.9%
First Solar, Inc.(a)		362		49,941
Engineering & Construction — 0.3%
Foster Wheeler Ltd.(a)		671		15,688
Environmental Controls — 0.4%
Stericycle, Inc.(a)		462		24,061
Health Care – Products — 1.1%
Henry Schein, Inc.(a)		453		16,620
Hologic, Inc.(a)		1,371		17,919
Intuitive Surgical, Inc.(a)		199		25,271
				59,810
Internet — 10.2%
Akamai Technologies, Inc.(a)		825		12,449
Amazon.com, Inc.(a)		1,448		74,253
Baidu.com Sponsored ADR (Cayman Islands)(a)		135		17,627
Check Point Software Technologies Ltd.(a)		1,077		20,452
eBay, Inc.(a)		4,844		67,622
Expedia, Inc.(a)		1,436		11,833
Google, Inc. Class A(a)		741		227,969
IAC/InterActiveCorp(a)		741		11,656
Liberty Media Holding Corp. Interactive Class A(a)		2,778		8,667
Symantec Corp.(a)		4,446		60,110
VeriSign, Inc.(a)		931		17,764
Yahoo!, Inc.(a)		3,393		41,395
				571,797
Iron & Steel — 0.2%
Steel Dynamics, Inc.		956		10,688
Lodging — 0.5%
Wynn Resorts Ltd.(a)		622		26,286
Machinery – Construction & Mining — 0.2%
Joy Global, Inc.		539		12,338
Media — 4.3%
Comcast Corp. Class A		7,337		123,848

	Number of Shares		Value
The DIRECTV Group, Inc.(a)		3,890	$	89,120
DISH Network Corp. Class A(a)		1,096		12,155
Liberty Global, Inc. Class A(a)		774		12,322
				237,445
Pharmaceuticals — 9.1%
Cephalon, Inc.(a)		339		26,117
DENTSPLY International, Inc.		728		20,559
Express Scripts, Inc.(a)		1,123		61,742
Gilead Sciences, Inc.(a)		4,560		233,198
Patterson Cos., Inc.(a)		593		11,119
Teva Pharmaceutical Industries Ltd. Sponsored ADR (Israel)		3,252		138,438
Warner Chilcott Ltd. Class A(a)		1,233		17,878
				509,051
Retail — 5.0%
Bed Bath & Beyond, Inc.(a)		1,776		45,146
Costco Wholesale Corp.		1,157		60,742
O'Reilly Automotive, Inc.(a)		661		20,319
Ross Stores, Inc.		683		20,306
Sears Holdings Corp.(a)		658		25,576
Staples, Inc.		2,437		43,671
Starbucks Corp.(a)		5,186		49,060
Urban Outfitters, Inc.(a)		817		12,239
				277,059
Semiconductors — 7.7%
Altera Corp.		2,127		35,542
Applied Materials, Inc.		3,529		35,749
Broadcom Corp. Class A(a)		2,073		35,179
Intel Corp.		9,905		145,207
KLA-Tencor Corp.		1,041		22,684
Lam Research Corp.(a)		663		14,109
Linear Technology Corp.		1,508		33,357
Marvell Technology Group Ltd.(a)		2,975		19,843
Maxim Integrated Products, Inc.		1,541		17,598
Microchip Technology, Inc.		774		15,116
Nvidia Corp.(a)		2,682		21,644
Xilinx, Inc.		1,848		32,931
				428,959
Software — 14.8%
Activision Blizzard, Inc.(a)		6,015		51,969

(Continued)

The accompanying notes are an integral part of the financial statements.

MML NASDAQ-100 Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Adobe Systems, Inc.(a)		2,647	$	56,355
Autodesk, Inc.(a)		1,200		23,580
CA, Inc.		2,532		46,918
Citrix Systems, Inc.(a)		1,098		25,880
Electronic Arts, Inc.(a)		1,645		26,386
Fiserv, Inc.(a)		1,029		37,425
Infosys Technologies Ltd. Sponsored ADR (India)		573		14,078
Intuit, Inc.(a)		2,051		48,793
Microsoft Corp.		15,570		302,681
Oracle Corp.(a)		10,930		193,789
				827,854
Telecommunications — 10.9%
Cisco Systems, Inc.(a)		10,638		173,399
Juniper Networks, Inc.(a)		1,765		30,905
Millicom International Cellular SA		535		24,027
NII Holdings, Inc.(a)		820		14,908
Qualcomm, Inc.		10,154		363,818
				607,057
Textiles — 0.4%
Cintas Corp.		933		21,674
Transportation — 1.8%
C.H. Robinson Worldwide, Inc.		851		46,830
Expeditors International of Washington, Inc.		1,067		35,499
J.B. Hunt Transport Services, Inc.		614		16,130
				98,459
TOTAL COMMON STOCK (Cost $6,836,407)				5,476,110
TOTAL EQUITIES (Cost $6,836,407)				5,476,110
TOTAL LONG-TERM INVESTMENTS (Cost $6,836,407)				5,476,110

	Principal Amount		Value
SHORT-TERM INVESTMENTS — 1.9%
Repurchase Agreement — 1.4%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/31/08, 0.010%, due 1/02/09(b)	$	77,955	$	77,955
U.S. Treasury Bills — 0.5%
U.S. Treasury Bill(c) 0.100% 5/14/09		30,000		29,989
TOTAL SHORT-TERM INVESTMENTS (Cost $107,944)				107,944
TOTAL INVESTMENTS — 100.2% (Cost $6,944,351)(d)				5,584,054
Other Assets/ (Liabilities) — (0.2)%				(11,382	)
NET ASSETS — 100.0%			$	5,572,672

Notes to Portfolio of Investments

Industry classifications are unaudited.

ADR - American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $77,955. Collateralized by U.S. Government Agency obligations with a rate of 1.772%, maturity date of 8/15/36, and an aggregate market value, including accrued interest, of $79,881.

(d) See Note 6 for aggregate cost for federal tax purposes.

The accompanying notes are an integral part of the financial statements.

MML Small Cap Growth Equity Fund – Portfolio of Investments

December 31, 2008

	Number of Shares		Value
EQUITIES — 88.4%
COMMON STOCK — 88.4%
Aerospace & Defense — 2.4%
Aerovironment, Inc.(a)		43,600	$	1,604,916
Cubic Corp.		24,200		658,240
Esterline Technologies Corp.(a)		16,600		628,974
Teledyne Technologies, Inc.(a)		27,290		1,215,770
				4,107,900
Airlines — 0.7%
Allegiant Travel Co.(a)		6,790		329,790
JetBlue Airways Corp.(a)		79,400		563,740
US Airways Group, Inc.(a)		49,100		379,543
				1,273,073
Apparel — 0.1%
Asics Corp.		12,850		103,616
Automotive & Parts — 0.5%
BorgWarner, Inc.		19,300		420,161
Tenneco, Inc.(a)		72,200		212,990
TRW Automotive Holdings Corp.(a)		71,300		256,680
				889,831
Banks — 1.1%
International Bancshares Corp.		1,210		26,414
Signature Bank(a)		16,060		460,762
UMB Financial Corp.		17,100		840,294
Westamerica Bancorp		11,800		603,570
				1,931,040
Biotechnology — 2.0%
Alexion Pharmaceuticals, Inc.(a)		4,500		162,855
Celera Corp.(a)		91,070		1,013,609
Cougar Biotechnology, Inc.(a)		25,150		653,900
Human Genome Sciences, Inc.(a)		115,800		245,496
Incyte Corp.(a)		65,000		246,350
Regeneron Pharmaceuticals, Inc.(a)		51,740		949,947
Sequenom, Inc.(a)		9,110		180,742
				3,452,899
Building Materials — 0.4%
Lennox International, Inc.		18,600		600,594

	Number of Shares		Value
USG Corp.(a)		10,400	$	83,616
				684,210
Chemicals — 0.4%
Albemarle Corp.		10,780		240,394
FMC Corp.		7,194		321,788
Solutia, Inc.(a)		32,920		148,140
				710,322
Commercial Services — 7.9%
AerCap Holdings NV(a)		37,800		113,778
American Public Education, Inc.(a)		46,300		1,721,897
Bankrate, Inc.(a)		73,000		2,774,000
Bowne & Co., Inc.		56,600		332,808
Capella Education Co.(a)		28,800		1,692,288
CoStar Group, Inc.(a)		47,400		1,561,356
Equifax, Inc.		3,800		100,776
Interactive Data Corp.		18,420		454,237
ITT Educational Services, Inc.(a)		3,660		347,627
Net 1 UEPS Technologies, Inc.(a)		16,080		220,296
Pharmaceutical Product Development, Inc.		16,020		464,740
Riskmetrics Group, Inc.(a)		82,900		1,234,381
Robert Half International, Inc.		40,890		851,330
Service Corp. International		69,600		345,912
VistaPrint Ltd.(a)		72,150		1,342,712
				13,558,138
Computers — 3.2%
CACI International, Inc. Class A(a)		9,570		431,511
Diebold, Inc.		16,400		460,676
MICROS Systems, Inc.(a)		137,800		2,248,896
NCR Corp.(a)		21,740		307,404
Riverbed Technology, Inc.(a)		160,100		1,823,539
SYKES Enterprises, Inc.(a)		10,460		199,995
				5,472,021
Cosmetics & Personal Care — 1.8%
Alberto-Culver Co.		126,700		3,105,417
Distribution & Wholesale — 2.9%
Beacon Roofing Supply, Inc.(a)		38,200		530,216
Ingram Micro, Inc. Class A(a)		80,200		1,073,878
LKQ Corp.(a)		205,158		2,392,142

	Number of Shares		Value
Pool Corp.		48,580	$	872,983
WESCO International, Inc.(a)		6,150		118,264
				4,987,483
Diversified Financial — 2.8%
Advanta Corp. Class B		28,800		60,192
Ameriprise Financial, Inc.		3,900		91,104
CIT Group, Inc.		187,400		850,796
Financial Federal Corp.		86,387		2,010,225
JMP Group, Inc.		83,600		463,980
The NASDAQ OMX Group, Inc.(a)		41,260		1,019,535
Waddell & Reed Financial, Inc. Class A		25,700		397,322
				4,893,154
Electric — 0.3%
ITC Holdings Corp.		12,800		559,104
Electrical Components & Equipment — 0.5%
Ametek, Inc.		9,650		291,527
Sunpower Corp. Class B(a)		18,326		557,843
				849,370
Electronics — 0.7%
Axsys Technologies, Inc.(a)		4,070		223,280
FLIR Systems, Inc.(a)		17,810		546,411
Itron, Inc.(a)		5,697		363,127
				1,132,818
Energy – Alternate Sources — 1.0%
Covanta Holding Corp.(a)		76,100		1,671,156
Engineering & Construction — 1.1%
Aecom Technology Corp.(a)		28,320		870,274
Chicago Bridge & Iron Co. NV		91,550		920,077
Sterling Construction Co., Inc.(a)		8,580		159,073
				1,949,424
Entertainment — 2.8%
Churchill Downs, Inc.		19,900		804,358
DreamWorks Animation SKG, Inc. Class A(a)		49,500		1,250,370
Scientific Games Corp. Class A(a)		81,700		1,433,018
Vail Resorts, Inc.(a)		51,400		1,367,240
				4,854,986
Environmental Controls — 1.2%
American Ecology Corp.		17,970		363,533

(Continued)

The accompanying notes are an integral part of the financial statements.

MML Small Cap Growth Equity Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
TETRA Technologies, Inc.(a)		18,130	$	437,840
Waste Connections, Inc.(a)		37,590		1,186,716
				1,988,089
Foods — 0.8%
Ralcorp Holdings, Inc.(a)		12,360		721,824
Smithfield Foods, Inc.(a)		41,500		583,905
				1,305,729
Gas — 0.6%
Southern Union Co.		4,000		52,160
UGI Corp.		43,240		1,055,921
				1,108,081
Hand & Machine Tools — 0.3%
Snap-on, Inc.		11,730		461,927
Health Care – Products — 3.9%
ABIOMED, Inc.(a)		104,900		1,722,458
AngioDynamics, Inc.(a)		15,820		216,576
Nuvasive, Inc.(a)		48,600		1,683,990
Orthovita, Inc.(a)		117,252		397,484
SSL International PLC		30,005		214,545
Volcano Corp.(a)		150,040		2,250,600
Zoll Medical Corp.(a)		11,520		217,613
				6,703,266
Health Care – Services — 2.2%
Community Health Systems, Inc.(a)		37,000		539,460
Coventry Health Care, Inc.(a)		7,500		111,600
Health Management Associates, Inc. Class A(a)		120,600		215,874
Health Net, Inc.(a)		62,400		679,536
Healthsouth Corp.(a)		59,820		655,627
Healthways, Inc.(a)		107,600		1,235,248
Icon PLC Sponsored ADR (Ireland)(a)		20,454		402,739
				3,840,084
Holding Company – Diversified — 0.2%
Liberty Acquisition Holdings Corp.(a)		48,980		408,983
Home Furnishing — 1.2%
DTS, Inc.(a)		47,250		867,038
TiVo, Inc.(a)		155,200		1,111,232
				1,978,270
Household Products — 0.2%
Jarden Corp.(a)		37,080		426,420

	Number of Shares		Value
Insurance — 3.4%
Allied World Assurance Holdings Ltd.		27,650	$	1,122,590
Arch Capital Group Ltd.(a)		4,350		304,935
Axis Capital Holdings Ltd.		10,110		294,403
Employers Holdings, Inc.		49,300		813,450
First American Corp.		22,600		652,914
Lancashire Holdings Ltd.		34,601		212,252
Navigators Group, Inc.(a)		8,700		477,717
PartnerRe Ltd.		4,020		286,505
Platinum Underwriters Holdings Ltd.		24,600		887,568
ProAssurance Corp.(a)		8,100		427,518
W.R. Berkley Corp.		9,880		306,280
				5,786,132
Internet — 4.9%
Ariba, Inc.(a)		42,560		306,858
Art Technology Group, Inc.(a)		164,700		317,871
Constant Contact, Inc.(a)		154,400		2,045,800
DealerTrack Holdings, Inc.(a)		40,350		479,762
Equinix, Inc.(a)		8,090		430,307
McAfee, Inc.(a)		15,720		543,440
Netease.com Sponsored ADR (Cayman Islands)(a)		24,200		534,820
S1 Corp.(a)		108,000		852,120
Sapient Corp.(a)		115,700		513,708
Sina Corp.(a)		48,050		1,112,357
Vocus, Inc.(a)		74,000		1,347,540
				8,484,583
Leisure Time — 0.5%
Royal Caribbean Cruises Ltd.		59,280		815,100
Lodging — 0.7%
Gaylord Entertainment Co.(a)		115,800		1,255,272
Machinery – Construction & Mining — 0.5%
Bucyrus International, Inc. Class A		43,400		803,768
Machinery – Diversified — 0.7%
Flowserve Corp.		3,940		202,910
Wabtec Corp.		25,900		1,029,525
				1,232,435
Manufacturing — 0.4%
Hansen Transmissions International NV(a)		152,435		257,061
Hexcel Corp.(a)		59,300		438,227
				695,288

	Number of Shares		Value
Media — 1.9%
FactSet Research Systems, Inc.		72,222	$	3,195,101
Gannett Co., Inc.		8,000		64,000
				3,259,101
Metal Fabricate & Hardware — 0.1%
Mueller Water Products, Inc. Class A		12,100		101,640
Oil & Gas — 2.8%
Arena Resources, Inc.(a)		25,370		712,643
Atwood Oceanics, Inc.(a)		20,500		313,240
Bill Barrett Corp.(a)		88,550		1,871,062
Cabot Oil & Gas Corp.		10,850		282,100
Comstock Resources, Inc.(a)		5,500		259,875
Helmerich & Payne, Inc.		3,580		81,445
Penn Virginia Corp.		6,490		168,610
St. Mary Land & Exploration Co.		10,220		207,568
Whiting Petroleum Corp.(a)		25,760		861,930
				4,758,473
Pharmaceuticals — 1.5%
Alkermes, Inc.(a)		64,280		684,582
Amylin Pharmaceuticals, Inc.(a)		39,100		424,235
Auxilium Pharmaceuticals, Inc.(a)		13,470		383,087
Cubist Pharmaceuticals, Inc.(a)		7,400		178,784
The Medicines Co.(a)		23,880		351,752
Onyx Pharmaceuticals, Inc.(a)		5,820		198,811
Perrigo Co.		13,500		436,185
				2,657,436
Real Estate Investment Trusts (REITS) — 1.1%
American Campus Communities, Inc.		23,700		485,376
CapitalSource, Inc.		79,900		369,138
MFA Mortgage Investments, Inc.		88,700		522,443
Redwood Trust, Inc.		30,700		457,737
				1,834,694
Retail — 5.0%
Abercrombie & Fitch Co. Class A		15,100		348,357
Advance Auto Parts, Inc.		14,710		494,991
Big Lots, Inc.(a)		8,670		125,628
BJ's Wholesale Club, Inc.(a)		13,760		471,418
Burger King Holdings, Inc.		17,810		425,303

(Continued)

The accompanying notes are an integral part of the financial statements.

MML Small Cap Growth Equity Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Denny's Corp.(a)		300,800	$	598,592
Dick's Sporting Goods, Inc.(a)		12,100		170,731
DSW, Inc. Class A(a)		12,000		149,520
Dufry Group		3,597		100,015
FGX International Holdings Ltd.(a)		17,550		241,137
Foot Locker, Inc.		75,290		552,629
GameStop Corp. Class A(a)		14,490		313,853
Limited Brands, Inc.		9,200		92,368
Nu Skin Enterprises, Inc. Class A		59,300		618,499
O'Reilly Automotive, Inc.(a)		78,890		2,425,079
OfficeMax, Inc.		48,600		371,304
Papa John's International, Inc.(a)		22,800		420,204
Penske Auto Group, Inc.		46,000		353,280
Urban Outfitters, Inc.(a)		19,300		289,114
				8,562,022
Semiconductors — 1.6%
Brooks Automation, Inc.(a)		42,300		245,763
Microsemi Corp.(a)		20,930		264,555
Netlogic Microsystems, Inc.(a)		14,200		312,542
ON Semiconductor Corp.(a)		311,810		1,060,154
Semtech Corp.(a)		31,700		357,259
Skyworks Solutions, Inc.(a)		55,960		310,019
Verigy Ltd.(a)		25,300		243,386
				2,793,678
Software — 13.6%
Allscripts Heathcare Solutions, Inc.		173,500		1,721,120
Athenahealth, Inc.(a)		89,500		3,366,990
Autonomy Corp. PLC(a)		21,990		302,672
Blackbaud, Inc.		178,350		2,407,725
Blackboard, Inc.(a)		118,100		3,097,763
Cerner Corp.(a)		28,600		1,099,670
Commvault Systems, Inc.(a)		165,000		2,212,650
Concur Technologies, Inc.(a)		62,700		2,057,814
EPIQ Systems, Inc.(a)		66,959		1,118,885
Informatica Corp.(a)		20,400		280,092
Omnicell, Inc.(a)		110,600		1,350,426
Omniture, Inc.(a)		155,800		1,657,712
Red Hat, Inc.(a)		93,170		1,231,707
RightNow Technologies, Inc.(a)		56,850		439,451
Solera Holdings, Inc.(a)		29,720		716,252

	Number of Shares		Value
UBISOFT Entertainment(a)		14,566	$	284,786
				23,345,715
Storage & Warehousing — 0.1%
Mobile Mini, Inc.(a)		17,221		248,327
Telecommunications — 1.0%
Atheros Communications, Inc.(a)		52,970		758,001
MetroPCS Communications, Inc.(a)		41,520		616,572
NICE Systems Ltd. ADR (Israel)(a)		16,320		366,710
				1,741,283
Toys, Games & Hobbies — 0.2%
Marvel Entertainment, Inc.(a)		13,580		417,585
Transportation — 4.9%
Con-way, Inc.		25,200		670,320
Heartland Express, Inc.		17,390		274,067
Hub Group, Inc. Class A(a)		12,744		338,098
J.B. Hunt Transport Services, Inc.		135,330		3,555,119
Kansas City Southern(a)		130,025		2,476,976
Knight Transportation, Inc.		64,600		1,041,352
				8,355,932
Water — 0.3%
Companhia de Saneamento de Minas Gerais		64,700		533,286
TOTAL COMMON STOCK (Cost $197,126,615)				152,088,561
TOTAL EQUITIES (Cost $197,126,615)				152,088,561
MUTUAL FUNDS — 3.1%
Investment Companies — 3.1%
iShares Russell 2000 Growth Index Fund		87,800		4,465,508
iShares Russell 2000 Index Fund		19,300		950,911
TOTAL MUTUAL FUNDS (Cost $6,448,947)				5,416,419
TOTAL MUTUAL FUNDS (Cost $6,448,947)				5,416,419
TOTAL LONG-TERM INVESTMENTS (Cost $203,575,562)				157,504,980

	Principal Amount		Value
SHORT-TERM INVESTMENTS — 6.7%
Repurchase Agreement — 6.7%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/31/08, 0.010%, due 1/02/09(b)	$	11,463,391	$	11,463,391
TOTAL SHORT-TERM INVESTMENTS (Cost $11,463,391)				11,463,391
TOTAL INVESTMENTS — 98.2% (Cost $215,038,953)(c)				168,968,371
Other Assets/ (Liabilities) — 1.8%				3,165,049
NET ASSETS — 100.0%			$	172,133,420

Notes to Portfolio of Investments

Industry classifications are unaudited.

ADR - American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $11,463,397. Collateralized by U.S. Government Agency obligations with rates ranging from 1.545% - 5.220%, maturity dates ranging from 7/01/34 - 8/15/36, and an aggregate market value, including accrued interest, of $11,697,833.

The accompanying notes are an integral part of the financial statements.

MML Emerging Growth Fund – Portfolio of Investments

December 31, 2008

	Number of Shares		Value
EQUITIES — 96.7%
COMMON STOCK — 96.7%
Aerospace & Defense — 1.3%
Aerovironment, Inc.(a)		2,400	$	88,344
Kaman Corp.		2,286		41,445
				129,789
Airlines — 2.6%
Alaska Air Group, Inc.(a)		3,500		102,375
Allegiant Travel Co.(a)		3,200		155,424
				257,799
Apparel — 0.5%
Iconix Brand Group, Inc.(a)		5,205		50,905
Automotive & Parts — 0.3%
Exide Technologies(a)		5,174		27,371
Banks — 0.4%
Bank of the Ozarks, Inc.		1,500		44,460
Biotechnology — 6.8%
Alexion Pharmaceuticals, Inc.(a)		7,200		260,568
Bio-Rad Laboratories, Inc. Class A(a)		756		56,934
Illumina, Inc.(a)		4,770		124,259
Myriad Genetics, Inc.(a)		3,600		238,536
				680,297
Commercial Services — 11.6%
American Public Education, Inc.(a)		3,068		114,099
Corinthian Colleges, Inc.(a)		15,283		250,183
DeVry, Inc.		3,100		177,971
ITT Educational Services, Inc.(a)		2,700		256,446
K12, Inc.(a)		2,730		52,061
Kendle International, Inc.(a)		2,648		68,106
Kenexa Corp.(a)		3,083		24,602
PAREXEL International Corp.(a)		7,425		72,097
Strayer Education, Inc.		700		150,087
				1,165,652
Computers — 2.3%
Data Domain, Inc.(a)		2,511		47,207
iGate Corp.(a)		6,471		42,126
IHS, Inc. Class A(a)		2,316		86,665

	Number of Shares		Value
MICROS Systems, Inc.(a)		3,344	$	54,574
				230,572
Distribution & Wholesale — 0.3%
WESCO International, Inc.(a)		1,581		30,403
Diversified Financial — 1.7%
Portfolio Recovery Associates, Inc.(a)		2,383		80,641
Stifel Financial Corp.(a)		2,000		91,700
				172,341
Electrical Components & Equipment — 2.1%
A-Power Energy Generation Systems Ltd.(a)		4,946		21,268
American Superconductor Corp.(a)		3,656		59,629
Greatbatch, Inc.(a)		2,613		69,140
Powell Industries, Inc.(a)		2,100		60,942
				210,979
Electronics — 4.4%
American Science & Engineering, Inc.		1,300		96,148
Axsys Technologies, Inc.(a)		4,000		219,440
Cogent, Inc.(a)		6,100		82,777
Daktronics, Inc.		3,265		30,561
Technitrol, Inc.		4,498		15,653
				444,579
Energy – Alternate Sources — 0.9%
FuelCell Energy, Inc.(a)		9,705		37,655
Headwaters, Inc.(a)		7,130		48,128
				85,783
Engineering & Construction — 2.2%
Aecom Technology Corp.(a)		1,900		58,387
Layne Christensen Co.(a)		2,253		54,094
URS Corp.(a)		2,714		110,650
				223,131
Environmental Controls — 0.2%
Darling International, Inc.(a)		3,923		21,537
Foods — 3.6%
American Italian Pasta Co. Class A(a)		4,900		109,466
Corn Products International, Inc.		3,025		87,271
Ralcorp Holdings, Inc.(a)		1,900		110,960

	Number of Shares		Value
Spartan Stores, Inc.		2,300	$	53,475
				361,172
Forest Products & Paper — 0.9%
Rock-Tenn Co. Class A		2,600		88,868
Health Care – Products — 9.6%
Bruker Corp.(a)		5,753		23,242
Cyberonics, Inc.(a)		3,640		60,315
ICU Medical, Inc.(a)		2,900		96,106
Luminex Corp.(a)		3,548		75,785
Nuvasive, Inc.(a)		6,174		213,929
Thoratec Corp.(a)		9,547		310,182
Volcano Corp.(a)		6,903		103,545
Wright Medical Group, Inc.(a)		4,194		85,684
				968,788
Health Care – Services — 8.0%
Almost Family, Inc.(a)		4,300		193,414
Amedisys, Inc.(a)		4,000		165,360
Genoptix, Inc.(a)		4,000		136,320
Gentiva Health Services, Inc.(a)		4,625		135,328
LHC Group, Inc.(a)		4,900		176,400
				806,822
Household Products — 0.6%
Helen of Troy Ltd.(a)		3,478		60,378
Insurance — 3.4%
Argo Group International Holdings Ltd.(a)		2,761		93,653
Life Partners Holdings, Inc.		4,300		187,652
Validus Holdings Ltd.		2,200		57,552
				338,857
Internet — 5.3%
1-800-Flowers.com, Inc. Class A(a)		9,200		35,144
Asiainfo Holdings, Inc.(a)		8,775		103,896
Avocent Corp.(a)		2,236		40,047
CyberSources Corp.(a)		5,963		71,496
NIC, Inc.		12,920		59,432
Shanda Interactive Entertainment Ltd. Sponsored ADR (Cayman Islands)(a)		2,473		80,026
TeleCommunication Systems, Inc. Class A(a)		16,300		140,017
				530,058

(Continued)

The accompanying notes are an integral part of the financial statements.

MML Emerging Growth Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Machinery – Construction & Mining — 0.4%
Bucyrus International, Inc. Class A		1,987	$	36,799
Machinery – Diversified — 1.7%
Roper Industries, Inc.		1,426		61,902
Wabtec Corp.		2,777		110,386
				172,288
Manufacturing — 0.7%
American Railcar Industries, Inc.		1,763		18,565
Ameron International Corp.		774		48,700
				67,265
Media — 0.5%
Central European Media Enterprises Ltd.(a)		2,214		48,088
Metal Fabricate & Hardware — 1.5%
Circor International, Inc.		1,173		32,258
Kaydon Corp.		3,527		121,152
				153,410
Office Furnishings — 0.4%
Herman Miller, Inc.		3,270		42,608
Oil & Gas — 0.2%
GMX Resources, Inc.(a)		925		23,421
Pharmaceuticals — 6.5%
Cubist Pharmaceuticals, Inc.(a)		7,200		173,952
Emergent Biosolutions, Inc.(a)		4,000		104,440
Mylan, Inc.(a)		4,890		48,362
Neogen Corp.(a)		1,768		44,165
Omnicare, Inc.		5,800		161,008
PetMed Express, Inc.(a)		3,700		65,231
Questcor Pharmaceuticals, Inc.(a)		5,900		54,929
				652,087
Retail — 3.7%
99 Cents Only Stores(a)		3,604		39,392
Dollar Tree, Inc.(a)		1,400		58,520
Ezcorp, Inc.(a)		7,500		114,075
The Finish Line, Inc. Class A		9,231		51,693
Ulta Salon Cosmetics & Fragrance, Inc.(a)		4,446		36,813
The Wet Seal, Inc. Class A(a)		23,162		68,791
				369,284

	Number of Shares		Value
Semiconductors — 0.2%
Advanced Analogic Technologies, Inc.(a)		7,499	$	22,647
Software — 9.3%
Blackboard, Inc.(a)		3,886		101,930
Concur Technologies, Inc.(a)		2,165		71,055
EPIQ Systems, Inc.(a)		4,646		77,635
Informatica Corp.(a)		6,133		84,206
ManTech International Corp. Class A(a)		4,800		260,112
SkillSoft PLC Sponsored ADR (Ireland)(a)		15,565		111,134
Sybase, Inc.(a)		5,500		136,235
The Ultimate Software Group, Inc.(a)		3,039		44,369
Wind River Systems, Inc.(a)		5,097		46,026
				932,702
Telecommunications — 2.6%
Comtech Telecommunications(a)		2,500		114,550
NICE Systems Ltd. ADR (Israel)(a)		4,069		91,430
Viasat, Inc.(a)		2,400		57,792
				263,772
TOTAL COMMON STOCK (Cost $11,496,032)				9,714,912
TOTAL EQUITIES (Cost $11,496,032)				9,714,912
WARRANTS — 0.0%
Internet — 0.0%
Lantronix, Inc., Expires 02/09/11, Strike 4.68(b)		99		-
TOTAL WARRANTS (Cost $0)				-
TOTAL LONG-TERM INVESTMENTS (Cost $11,496,032)				9,714,912

	Principal Amount		Value
SHORT-TERM INVESTMENTS — 2.9%
Repurchase Agreement — 2.9%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/31/08, 0.010%, due 1/02/09(c)	$	294,017	$	294,017
TOTAL SHORT-TERM INVESTMENTS (Cost $294,017)				294,017
TOTAL INVESTMENTS — 99.6% (Cost $11,790,049)(d)				10,008,929
Other Assets/ (Liabilities) — 0.4%				44,836
NET ASSETS — 100.0%			$	10,053,765

Notes to Portfolio of Investments

Industry classifications are unaudited.

ADR - American Depositary Receipt

(a) Non-income producing security.

(b) This security is valued in good faith under procedures established by the Board of Trustees.

(c) Maturity value of $294,018. Collateralized by U.S. Government Agency obligations with rates ranging from 1.545% - 4.725%, maturity dates ranging from 5/01/35 - 8/15/36, and an aggregate market value, including accrued interest, of $300,561.

(d) See Note 6 for aggregate cost for federal tax purposes.

The accompanying notes are an integral part of the financial statements.

MML Series Investment Fund – Financial Statements

Statements of Assets and Liabilities

December 31, 2008

	MML Large Cap Value Fund			MML Equity Index Fund			MML Growth Equity Fund
Assets:
Investments, at value (Note 2)(a)	$	162,951,645		$	237,323,834		$	10,689,871
Short-term investments, at value (Note 2)(b)		10,179,776			4,955,598			142,506
Total investments		173,131,421			242,279,432			10,832,377
Receivables from:
Investments sold		156,510			-			10,442
Investment adviser (Note 3)		-			13,654			21,732
Fund shares sold		6,904,449			46,554			68,105
Interest and dividends		176,286			538,672			11,834
Variation margin on open futures contracts (Note 2)		-			72,632			-
Foreign taxes withheld		12,278			-			391
Total assets		180,380,944			242,950,944			10,944,881	��
Liabilities:
Payables for:
Investments purchased		-			390,056			77,194
Fund shares repurchased		26,696			16,956			2,789
Trustees' fees and expenses (Note 3)		47,834			127,286			8,701
Affiliates (Note 3):
Investment management fees		118,148			21,094			7,437
Administration fees		-			27,168			-
Service fees		1,443			171			117
Accrued expense and other liabilities		50,641			49,909			39,875
Total liabilities		244,762			632,640			136,113
Net assets	$	180,136,182		$	242,318,304		$	10,808,768
Net assets consist of:
Paid-in capital	$	245,897,395		$	297,426,932		$	40,260,787
Undistributed (accumulated) net investment income (loss) (distributions in excess of net investment income)		2,172,646			6,644,634			(242	)
Accumulated net realized gain (loss) on investments		(9,889,962	)		(12,290,536	)		(25,332,728	)
Net unrealized appreciation (depreciation) on investments		(58,043,897	)		(49,462,726	)		(4,119,049	)
Net assets	$	180,136,182		$	242,318,304		$	10,808,768
(a) Cost of investments - unaffiliated issuers:	$	220,996,289		$	286,947,187		$	14,808,920
(b) Cost of short-term investments:	$	10,179,776		$	4,955,598		$	142,506

The accompanying notes are an integral part of the financial statements.

	MML NASDAQ-100 Fund			MML Small Cap Growth Equity Fund			MML Emerging Growth Fund
Assets:
Investments, at value (Note 2)(a)	$	5,476,110		$	157,504,980		$	9,714,912
Short-term investments, at value (Note 2)(b)		107,944			11,463,391			294,017
Total investments		5,584,054			168,968,371			10,008,929
Receivables from:
Investments sold		951			2,109,705			181,706
Investment adviser (Note 3)		18,109			-			21,315
Fund shares sold		14,397			3,658,330			40,934
Interest and dividends		2,268			113,667			1,849
Variation margin on open futures contracts (Note 2)		520			-			-
Foreign taxes withheld		-			28			-
Total assets		5,620,299			174,850,101			10,254,733
Liabilities:
Payables for:
Investments purchased		-			2,460,044			146,715
Fund shares repurchased		1,601			13,881			1,558
Trustees' fees and expenses (Note 3)		4,333			38,819			5,610
Affiliates (Note 3):
Investment management fees		2,231			152,084			9,015
Administration fees		-			-			-
Service fees		107			225			84
Accrued expense and other liabilities		39,355			51,628			37,986
Total liabilities		47,627			2,716,681			200,968
Net assets	$	5,572,672		$	172,133,420		$	10,053,765
Net assets consist of:
Paid-in capital	$	15,619,646		$	239,469,350		$	20,481,427
Undistributed (accumulated) net investment income (loss) (distributions in excess of net investment income)		(3,130	)		(14,496	)		(5,568	)
Accumulated net realized gain (loss) on investments		(8,683,156	)		(21,244,181	)		(8,640,974	)
Net unrealized appreciation (depreciation) on investments		(1,360,688	)		(46,077,253	)		(1,781,120	)
Net assets	$	5,572,672		$	172,133,420		$	10,053,765
(a) Cost of investments - unaffiliated issuers:	$	6,836,407		$	203,575,562		$	11,496,032
(b) Cost of short-term investments:	$	107,944		$	11,463,391		$	294,017

MML Series Investment Fund – Financial Statements (Continued)

Statements of Assets and Liabilities

December 31, 2008

	MML Large Cap Value Fund		MML Equity Index Fund		MML Growth Equity Fund
Initial Class shares:
Net assets	$	175,312,877	$	-	$	10,407,913
Shares outstanding(a)		21,877,367		-		2,370,575
Net asset value,offering price and redemption price per share	$	8.01	$	-	$	4.39
Class I shares:
Net assets	$	-	$	48,278,780	$	-
Shares outstanding(a)		-		4,262,064		-
Net asset value and redemption price per share	$	-	$	11.33	$	-
Class II shares:
Net assets	$	-	$	117,274,180	$	-
Shares outstanding(a)		-		10,343,810		-
Net asset value, offering price and redemption price per share	$	-	$	11.34	$	-
Class III shares:
Net assets	$	-	$	76,286,979	$	-
Shares outstanding(a)		-		6,731,056		-
Net asset value, offering price and redemption price per share	$	-	$	11.33	$	-
Service Class shares:*
Net assets	$	4,823,305	$	-	$	400,855
Shares outstanding(a)		602,401		-		91,381
Net asset value, offering price and redemption price per share	$	8.01	$	-	$	4.39
Service Class I shares:
Net assets	$	-	$	478,365	$	-
Shares outstanding(a)		-		42,270		-
Net asset value, offering price and redemption price per share	$	-	$	11.32	$	-

(a) Authorized unlimited number of shares with no par value.

* Service Class shares commenced operations on August 15, 2008.

** Service Class I shares commenced operations on August 15, 2008.

The accompanying notes are an integral part of the financial statements.

	MML NASDAQ-100 Fund		MML Small Cap Growth Equity Fund		MML Emerging Growth Fund
Initial Class shares:
Net assets	$	5,321,528	$	171,302,453	$	9,873,226
Shares outstanding(a)		1,726,466		16,376,813		2,294,822
Net asset value,offering price and redemption price per share	$	3.08	$	10.46	$	4.30
Class I shares:
Net assets	$	-	$	-	$	-
Shares outstanding(a)		-		-		-
Net asset value and redemption price per share	$	-	$	-	$	-
Class II shares:
Net assets	$	-	$	-	$	-
Shares outstanding(a)		-		-		-
Net asset value, offering price and redemption price per share	$	-	$	-	$	-
Class III shares:
Net assets	$	-	$	-	$	-
Shares outstanding(a)		-		-		-
Net asset value, offering price and redemption price per share	$	-	$	-	$	-
Service Class shares:*
Net assets	$	251,144	$	830,967	$	180,539
Shares outstanding(a)		81,556		79,536		42,000
Net asset value, offering price and redemption price per share	$	3.08	$	10.45	$	4.30
Service Class I shares:
Net assets	$	-	$	-	$	-
Shares outstanding(a)		-		-		-
Net asset value, offering price and redemption price per share	$	-	$	-	$	-

MML Series Investment Fund – Financial Statements (Continued)

Statements of Operations

For the Year Ended December 31, 2008

	MML Large Cap Value Fund			MML Equity Index Fund			MML Growth Equity Fund
Investment income (Note 2):
Dividends(a)	$	4,136,802		$	7,678,938		$	148,607
Interest		99,061			29,879			894
Securities lending net income		52,490			22,491			991
Total investment income		4,288,353			7,731,308			150,492
Expenses (Note 3):
Investment management fees		1,877,101			331,781			118,888
Custody fees		46,075			44,265			16,019
Audit and legal fees		41,703			44,230			35,674
Proxy fees		995			913			1,029
Shareholder reporting fees		36,371			37,593			18,639
Trustees' fees		36,404			52,388			2,363
		2,038,649			511,170			192,612
Administration fees:
Class I		-			206,061			-
Class II		-			304,597			-
Class III		-			51,350			-
Service Class I**		-			242			-
Service fees:
Service Class*		1,494			-			148
Service Class I**		-			202			-
Total expenses		2,040,143			1,073,622			192,760
Expenses waived (Note 3):
Initial Class fees waived by advisor		-			-			(56,952	)
Class I fees waived by advisor		-			(2,614	)		-
Class II fees waived by advisor		-			(6,350	)		-
Class III fees waived by advisor		-			(4,520	)		-
Service Class fees waived by advisor*		-			-			(423	)
Service Class I fees waived by advisor**		-			(15	)		-
Class II administrative fees waived		-			(80,157	)		-
Class III administrative fees waived		-			(51,350	)		-
Net expenses		2,040,143			928,616			135,385
Net investment income (loss)		2,248,210			6,802,692			15,107
Realized and unrealized gain (loss):
Net realized gain (loss) on:
Investment transactions		(9,624,042	)		(2,620,841	)		(3,069,771	)
Futures contracts		-			(705,933	)		-
Written options		-			-			-
Foreign currency transactions		(29,650	)		-			(1,678	)
Net realized gain (loss)		(9,653,692	)		(3,326,774	)		(3,071,449	)
Net change in unrealized appreciation (depreciation) on:
Investment transactions		(105,968,173	)		(148,798,685	)		(4,748,594	)
Futures contracts		-			148,305			-
Translation of assets and liabilities in foreign currencies		354			-			-
Net change in unrealized appreciation (depreciation)		(105,967,819	)		(148,650,380	)		(4,748,594	)
Net realized gain (loss) and change in unrealized appreciation (depreciation)		(115,621,511	)		(151,977,154	)		(7,820,043	)
Net increase (decrease) in net assets resulting from operations	$	(113,373,301	)	$	(145,174,462	)	$	(7,804,936	)
(a) Net of withholding tax of:	$	36,507		$	-		$	1,737

* Service Class shares commenced operations on August 15, 2008.

** Service Class I shares commenced operations on August 15, 2008.

The accompanying notes are an integral part of the financial statements.

	MML NASDAQ- 100 Fund			MML Small Cap Growth Equity Fund			MML Emerging Growth Fund
Investment income (Note 2):
Dividends(a)	$	43,619		$	1,953,060		$	39,525
Interest		2,975			178,632			8,840
Securities lending net income		-			149,671			-
Total investment income		46,594			2,281,363			48,365
Expenses (Note 3):
Investment management fees		36,706			2,232,759			155,276
Custody fees		9,631			55,256			10,514
Audit and legal fees		35,854			46,628			34,851
Proxy fees		912			1,050			1,349
Shareholder reporting fees		16,460			32,712			29,014
Trustees' fees		1,248			30,097			2,271
		100,811			2,398,502			233,275
Administration fees:
Class I		-			-			-
Class II		-			-			-
Class III		-			-			-
Service Class I**		-			-			-
Service fees:
Service Class*		137			256			116
Service Class I**		-			-			-
Total expenses		100,948			2,398,758			233,391
Expenses waived (Note 3):
Initial Class fees waived by advisor		(54,449	)		-			(52,973	)
Class I fees waived by advisor		-			-			-
Class II fees waived by advisor		-			-			-
Class III fees waived by advisor		-			-			-
Service Class fees waived by advisor*		(680	)		-			(355	)
Service Class I fees waived by advisor**		-			-			-
Class II administrative fees waived		-			-			-
Class III administrative fees waived		-			-			-
Net expenses		45,819			2,398,758			180,063
Net investment income (loss)		775			(117,395	)		(131,698	)
Realized and unrealized gain (loss):
Net realized gain (loss) on:
Investment transactions		(948	)		(19,865,215	)		(4,183,866	)
Futures contracts		(130,033	)		-			-
Written options		-			33,017			-
Foreign currency transactions		-			(6,648	)		-
Net realized gain (loss)		(130,981	)		(19,838,846	)		(4,183,866	)
Net change in unrealized appreciation (depreciation) on:
Investment transactions		(4,057,906	)		(76,640,843	)		(3,235,257	)
Futures contracts		(6,808	)		-			-
Translation of assets and liabilities in foreign currencies		-			(8,511	)		-
Net change in unrealized appreciation (depreciation)		(4,064,714	)		(76,649,354	)		(3,235,257	)
Net realized gain (loss) and change in unrealized appreciation (depreciation)		(4,195,695	)		(96,488,200	)		(7,419,123	)
Net increase (decrease) in net assets resulting from operations	$	(4,194,920	)	$	(96,605,595	)	$	(7,550,821	)
(a) Net of withholding tax of:	$	350		$	10,804		$	-

MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML Large Cap Value Fund						MML Equity Index Fund
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	2,248,210		$	2,760,679		$	6,802,692		$	7,056,359
Net realized gain (loss) on investment transactions		(9,653,692	)		4,567,209			(3,326,774	)		7,098,681
Net change in unrealized appreciation (depreciation) on investments		(105,967,819	)		1,866,532			(148,650,380	)		7,264,093
Net increase (decrease) in net assets resulting from operations		(113,373,301	)		9,194,420			(145,174,462	)		21,419,133
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		-			(2,798,621	)		-			-
Class I		-			-			-			(1,366,698	)
Class II		-			-			-			(3,365,535	)
Class III		-			-			-			(2,269,397	)
Total distributions from net investment income		-			(2,798,621	)		-			(7,001,630	)
From net realized gains:
Initial Class		(279,560	)		-			-			-
Service Class		(110	)		-			-			-
Total distributions from realized gains		(279,670	)		-			-			-
Net fund share transactions (Note 5):
Initial Class		(2,155,783	)		67,721,437			-			-
Class I		-			-			(9,401,098	)		(255,367	)
Class II		-			-			(11,006,042	)		1,345,988
Class III		-			-			(1,471,835	)		(9,170,458	)
Service Class*		5,006,980			-			-			-
Service Class I**		-			-			509,391			-
Increase (decrease) in net assets from fund share transactions		2,851,197			67,721,437			(21,369,584	)		(8,079,837	)
Total increase (decrease) in net assets		(110,801,774	)		74,117,236			(166,544,046	)		6,337,666
Net assets
Beginning of year		290,937,956			216,820,720			408,862,350			402,524,684
End of year	$	180,136,182		$	290,937,956		$	242,318,304		$	408,862,350
Undistributed (accumulated) net investment income (loss) (distributions in excess of net investment income) included in net assets at end of year	$	2,172,646		$	(45,912	)	$	6,644,634		$	(64,580	)

* Service Class shares commenced operations on August 15, 2008.

** Service Class I shares commenced operations on August 15, 2008.

The accompanying notes are an integral part of the financial statements.

	MML Growth Equity Fund
	Year Ended December 31, 2008			Year Ended December 31, 2007
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	15,107		$	86,044
Net realized gain (loss) on investment transactions		(3,071,449	)		1,164,903
Net change in unrealized appreciation (depreciation) on investments		(4,748,594	)		(399,298	)
Net increase (decrease) in net assets resulting from operations		(7,804,936	)		851,649
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		-			(95,117	)
Class I		-			-
Class II		-			-
Class III		-			-
Total distributions from net investment income		-			(95,117	)
From net realized gains:
Initial Class		-			-
Service Class		-			-
Total distributions from realized gains		-			-
Net fund share transactions (Note 5):
Initial Class		(60,606	)		(2,691,248	)
Class I		-			-
Class II		-			-
Class III		-			-
Service Class*		426,964			-
Service Class I**		-			-
Increase (decrease) in net assets from fund share transactions		366,358			(2,691,248	)
Total increase (decrease) in net assets		(7,438,578	)		(1,934,716	)
Net assets
Beginning of year		18,247,346			20,182,062
End of year	$	10,808,768		$	18,247,346
Undistributed (accumulated) net investment income (loss) (distributions in excess of net investment income) included in net assets at end of year	$	(242	)	$	(9,936	)

MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML NASDAQ-100 Fund						MML Small Cap Growth Equity Fund
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	775		$	2,189		$	(117,395	)	$	(794,505	)
Net realized gain (loss) on investment transactions		(130,981	)		274,896			(19,838,846	)		9,340,029
Net change in unrealized appreciation (depreciation) on investments		(4,064,714	)		1,186,052			(76,649,354	)		8,020,310
Net increase (decrease) in net assets resulting from operations		(4,194,920	)		1,463,137			(96,605,595	)		16,565,834
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		(204	)		(2,524	)		-			(272,404	)
Service Class*		(2	)		-			-			-
Total distributions from net investment income		(206	)		(2,524	)		-			(272,404	)
From net realized gains:
Initial Class		-			-			-			(7,674,208	)
Total distributions from net realized gains		-			-			-			(7,674,208	)
Net fund share transactions (Note 5):
Initial Class		(897,493	)		435,014			29,715,094			59,625,409
Service Class*		296,028			-			838,612			-
Increase (decrease) in net assets from fund share transactions		(601,465	)		435,014			30,553,706			59,625,409
Total increase (decrease) in net assets		(4,796,591	)		1,895,627			(66,051,889	)		68,244,631
Net assets
Beginning of year		10,369,263			8,473,636			238,185,309			169,940,678
End of year	$	5,572,672		$	10,369,263		$	172,133,420		$	238,185,309
Undistributed (accumulated) net investment income (loss) (distributions in excess of net investment income) included in net assets at end of year	$	(3,130	)	$	(3,203	)	$	(14,496	)	$	(35,397	)

* Service Class shares commenced operations on August 15, 2008.

The accompanying notes are an integral part of the financial statements.

	MML Emerging Growth Fund
	Year Ended December 31, 2008			Year Ended December 31, 2007
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	(131,698	)	$	(115,102	)
Net realized gain (loss) on investment transactions		(4,183,866	)		2,348,796
Net change in unrealized appreciation (depreciation) on investments		(3,235,257	)		(3,816	)
Net increase (decrease) in net assets resulting from operations		(7,550,821	)		2,229,878
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		-			-
Service Class*		-			-
Total distributions from net investment income		-			-
From net realized gains:
Initial Class		-			-
Total distributions from net realized gains		-			-
Net fund share transactions (Note 5):
Initial Class		(1,532,946	)		1,978,597
Service Class*		226,319			-
Increase (decrease) in net assets from fund share transactions		(1,306,627	)		1,978,597
Total increase (decrease) in net assets		(8,857,448	)		4,208,475
Net assets
Beginning of year		18,911,213			14,702,738
End of year	$	10,053,765		$	18,911,213
Undistributed (accumulated) net investment income (loss) (distributions in excess of net investment income) included in net assets at end of year	$	(5,568	)	$	(6,114	)

MML Series Investment Fund – Financial Highlights

(For a share outstanding throughout each period)

MML Large Cap Value Fund

	Initial Class
	Year Ended 12/31/08			Year Ended 12/31/07			Year Ended 12/31/06			Year Ended 12/31/05†††			Year Ended 12/31/04
Net asset value, beginning of year	$	13.21		$	12.80		$	11.27		$	10.38		$	9.35
Income (loss) from investment operations:
Net investment income (loss)		0.10	***		0.15	***		0.09	***		0.09	***		0.06
Net realized and unrealized gain (loss) on investments		(5.29	)		0.39			1.52			0.87			1.04
Total income (loss) from investment operations		(5.19	)		0.54			1.61			0.96			1.10
Less distributions to shareholders:
From net investment income		-			(0.13	)		(0.08	)		(0.07	)		(0.07	)
From net realized gains		(0.01	)		-			-			-			-
Tax return of capital		-			-			-			(0.00	)†		-
Total distributions		(0.01	)		(0.13	)		(0.08	)		(0.07	)		(0.07	)
Net asset value, end of year	$	8.01		$	13.21		$	12.80		$	11.27		$	10.38
Total Return^^		(39.30	%)		4.22	%		14.18	%		9.38	%		11.79	%
Ratios / Supplemental Data:
Net assets, end of year (000's)	$	175,313		$	290,938		$	216,821		$	133,756		$	82,898
Ratio of expenses to average daily net assets:
Before expense waiver		0.84	%		0.82	%		0.85	%		0.89	%		0.87	%
After expense waiver		N/A			N/A			N/A			N/A			0.87	% #^^^
Net investment income (loss) to average daily net assets		0.92	%		1.10	%		0.80	%		0.81	%		0.78	%
Portfolio turnover rate		20	%		7	%		10	%		3	%		3	%

	Service Class
	Period Ended 12/31/08+++
Net asset value, beginning of period	$	11.57
Income (loss) from investment operations:
Net investment income (loss)		0.01	***
Net realized and unrealized gain (loss) on investments		(3.56	)
Total income (loss) from investment operations		(3.55	)
Less distributions to shareholders:
From net realized gains		(0.01	)
Total distributions		(0.01	)
Net asset value, end of period	$	8.01

Total Return^^		(30.69	%)**
Ratios / Supplemental Data:
Net assets, end of period (000's)	$	4,823
Net expenses to average daily net assets		1.12	% *
Net investment income (loss) to average daily net assets		0.48	% *
Portfolio turnover rate		20	%

* Annualized.

** Percentage represents the results for the period and is not annualized.

*** Per share amount calculated on the average shares method.

† Amount is less than $0.005 per share.

††† Effective January 1, 2005, rebated brokerage commissions are included with realized gain or loss on investment transactions. Prior to January 1, 2005, these amounts were presented as a reduction of expenses. Prior year amounts have not been restated to reflect this change due to immateriality.

+++ For the period August 15, 2008 (commencement of operations) through December 31, 2008.

# Computed after giving effect to an agreement by MassMutual to waive certain fees and expenses of the Fund.

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

^^^ The Fund has entered into agreements with certain brokers to rebate a portion of brokerage commissions. The rebated commissions were used to reduce operating expenses of the Fund.

The accompanying notes are an integral part of the financial statements.
54

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Equity Index Fund

	Class I
	Year Ended 12/31/08			Year Ended 12/31/07			Year Ended 12/31/06			Year Ended 12/31/05			Year Ended 12/31/04
Net asset value, beginning of year	$	18.06		$	17.45		$	15.36		$	14.90		$	13.71
Income (loss) from investment operations:
Net investment income (loss)		0.29	***		0.28	***		0.25	***		0.21	***		0.22	***
Net realized and unrealized gain (loss) on investments		(7.02	)		0.61			2.10			0.47			1.21
Total income (loss) from investment operations		(6.73	)		0.89			2.35			0.68			1.43
Less distributions to shareholders:
From net investment income		-			(0.28	)		(0.26	)		(0.22	)		(0.24	)
Tax return of capital		-			-			-			(0.00	)†		-
Total distributions		-			(0.28	)		(0.26	)		(0.22	)		(0.24	)
Net asset value, end of year	$	11.33		$	18.06		$	17.45		$	15.36		$	14.90
Total Return^^		(37.26	%)		5.13	%		15.30	%		4.53	%		10.42	%
Ratios / Supplemental Data:
Net assets, end of year (000's)	$	48,279		$	88,058		$	85,288		$	76,012		$	85,138
Ratio of expenses to average daily net assets:
Before expense waiver		0.45	%		0.45	%		0.46	%		0.48	%		0.44	%
After expense waiver		N/A ##			N/A			0.45	% #		0.45	% #		N/A
Net investment income (loss) to average daily net assets		1.88	%		1.53	%		1.54	%		1.42	%		1.60	%
Portfolio turnover rate		5	%		6	%		4	%		4	%		4	%
	Class II
	Year Ended 12/31/08			Year Ended 12/31/07			Year Ended 12/31/06			Year Ended 12/31/05			Year Ended 12/31/04
Net asset value, beginning of year	$	18.04		$	17.44		$	15.34		$	14.89		$	13.70
Income (loss) from investment operations:
Net investment income (loss)		0.31	***		0.31	***		0.28	***		0.24	***		0.25	***
Net realized and unrealized gain (loss) on investments		(7.01	)		0.60			2.10			0.45			1.20
Total income (loss) from investment operations		(6.70	)		0.91			2.38			0.69			1.45
Less distributions to shareholders:
From net investment income		-			(0.31	)		(0.28	)		(0.24	)		(0.26	)
Tax return of capital		-			-			-			(0.00	)†		-
Total distributions		-			(0.31	)		(0.28	)		(0.24	)		(0.26	)
Net asset value, end of year	$	11.34		$	18.04		$	17.44		$	15.34		$	14.89
Total Return^^		(37.14	%)		5.24	%		15.54	%		4.65	%		10.60	%
Ratios / Supplemental Data:
Net assets, end of year (000's)	$	117,274		$	197,826		$	189,688		$	182,390		$	184,271
Ratio of expenses to average daily net assets:
Before expense waiver		0.34	%		0.34	%		0.35	%		0.37	%		0.33	%
After expense waiver		0.29	% #		0.29	% #		0.29	% #		0.29	% #		0.27	% #
Net investment income (loss) to average daily net assets		2.01	%		1.69	%		1.70	%		1.59	%		1.75	%
Portfolio turnover rate		5	%		6	%		4	%		4	%		4	%

*** Per share amount calculated on the average shares method.

† Amount is less than $0.005 per share.

# Computed after giving effect to an agreement by MassMutual to waive certain fees and expenses of the Fund.

## Amount waived had no impact on the ratio of expenses to average daily net assets.

The accompanying notes are an integral part of the financial statements.
55

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Equity Index Fund

	Class III
	Year Ended 12/31/08			Year Ended 12/31/07			Year Ended 12/31/06			Year Ended 12/31/05			Year Ended 12/31/04
Net asset value, beginning of year	$	18.01		$	17.41		$	15.31		$	14.86		$	13.67
Income (loss) from investment operations:
Net investment income (loss)		0.34	***		0.33	***		0.30	***		0.26	***		0.26	***
Net realized and unrealized gain (loss) on investments		(7.02	)		0.61			2.11			0.46			1.21
Total income (loss) from investment operations		(6.68	)		0.94			2.41			0.72			1.47
Less distributions to shareholders:
From net investment income		-			(0.34	)		(0.31	)		(0.27	)		(0.28	)
Tax return of capital		-			-			-			(0.00	)†		-
Total distributions		-			(0.34	)		(0.31	)		(0.27	)		(0.28	)
Net asset value, end of year	$	11.33		$	18.01		$	17.41		$	15.31		$	14.86
Total Return^^		(37.09	%)		5.40	%		15.72	%		4.80	%		10.77	%
Ratios / Supplemental Data:
Net assets, end of year (000's)	$	76,287		$	122,979		$	127,549		$	137,295		$	136,927
Ratio of expenses to average daily net assets:
Before expense waiver		0.20	%		0.20	%		0.21	%		0.23	%		0.19	%
After expense waiver		0.15	% #		0.15	% #		0.15	% #		0.15	% #		0.14	% #
Net investment income (loss) to average daily net assets		2.23	%		1.83	%		1.83	%		1.72	%		1.88	%
Portfolio turnover rate		5	%		6	%		4	%		4	%		4	%

	Service Class I
	Period Ended 12/31/08+++
Net asset value, beginning of period	$	16.07
Income (loss) from investment operations:
Net investment income (loss)		0.10	***
Net realized and unrealized gain (loss) on investments		(4.85	)
Total income (loss) from investment operations		(4.75	)
Net asset value, end of period	$	11.32

Total Return^^		(29.56	%)**
Ratios / Supplemental Data:
Net assets, end of period (000's)	$	478
Ratio of expenses to average daily net assets:
Before expense waiver		0.72	% *
After expense waiver		0.70	% *#
Net investment income (loss) to average daily net assets		2.33	% *
Portfolio turnover rate		5	%

* Annualized.

** Percentage represents the results for the period and is not annualized.

*** Per share amount calculated on the average shares method.

† Amount is less than $0.005 per share.

+++ For the period August 15, 2008 (commencement of operations) through December 31, 2008.

# Computed after giving effect to an agreement by MassMutual to waive certain fees and expenses of the Fund.

The accompanying notes are an integral part of the financial statements.
56

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Growth Equity Fund

	Initial Class
	Year Ended 12/31/08			Year Ended 12/31/07			Year Ended 12/31/06			Year Ended 12/31/05†††			Year Ended 12/31/04
Net asset value, beginning of year	$	7.66		$	7.38		$	7.27		$	7.03		$	6.74
Income (loss) from investment operations:
Net investment income (loss)		0.01	***		0.03	***		0.04	***		0.03			0.03
Net realized and unrealized gain (loss) on investments		(3.28	)		0.29			0.10			0.24			0.29
Total income (loss) from investment operations		(3.27	)		0.32			0.14			0.27			0.32
Less distributions to shareholders:
From net investment income		-			(0.04	)		(0.03	)		(0.03	)		(0.03	)
Total distributions		-			(0.04	)		(0.03	)		(0.03	)		(0.03	)
Net asset value, end of year	$	4.39		$	7.66		$	7.38		$	7.27		$	7.03
Total Return^^		(42.69	%)		4.34	%		1.98	%		3.86	%		4.78	%
Ratios / Supplemental Data:
Net assets, end of year (000's)	$	10,408		$	18,247		$	20,182		$	21,242		$	22,894
Ratio of expenses to average daily net assets:
Before expense waiver		1.29	%		1.10	%		1.15	%		1.05	%		1.00	%
After expense waiver		0.91	% #		0.91	% #		0.91	% #		0.91	% #		0.89	% #^^^
Net investment income (loss) to average daily net assets		0.10	%		0.44	%		0.56	%		0.40	%		0.47	%
Portfolio turnover rate		53	%		146	%		104	%		85	%		184	%

	Service Class
	Period Ended 12/31/08+++
Net asset value, beginning of period	$	6.92
Income (loss) from investment operations:
Net investment income (loss)		0.00	***†
Net realized and unrealized gain (loss) on investments		(2.53	)
Total income (loss) from investment operations		(2.53	)
Net asset value, end of period	$	4.39

Total Return^^		(36.56	%)**
Ratios / Supplemental Data:
Net assets, end of period (000's)	$	401
Ratio of expenses to average daily net assets:
Before expense waiver		1.87	% *
After expense waiver		1.16	% *#
Net investment income (loss) to average daily net assets		0.13	% *
Portfolio turnover rate		53	%

* Annualized.

** Percentage represents the results for the period and is not annualized.

*** Per share amount calculated on the average shares method.

† Amount is less than $0.005 per share.

+++ For the period August 15, 2008 (commencement of operations) through December 31, 2008.

# Computed after giving effect to an agreement by MassMutual to waive certain fees and expenses of the Fund.

^^^ The Fund has entered into agreements with certain brokers to rebate a portion of brokerage commissions. The rebated commissions were used to reduce operating expenses of the Fund.

The accompanying notes are an integral part of the financial statements.
57

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML NASDAQ-100 Fund

	Initial Class
	Year Ended 12/31/08			Year Ended 12/31/07			Year Ended 12/31/06			Year Ended 12/31/05			Year Ended 12/31/04
Net asset value, beginning of year	$	5.30		$	4.46		$	4.18		$	4.13		$	3.76
Income (loss) from investment operations:
Net investment income (loss)		0.00	***†		0.00	***†		0.01	***		0.00	***†		0.02
Net realized and unrealized gain (loss) on investments		(2.22	)		0.84			0.27			0.05			0.37
Total income (loss) from investment operations		(2.22	)		0.84			0.28			0.05			0.39
Less distributions to shareholders:
From net investment income		(0.00	)†		(0.00	)†		(0.00	)†		(0.00	)†		(0.02	)
Total distributions		(0.00	)†		(0.00	)†		(0.00	)†		(0.00	)†		(0.02	)
Net asset value, end of year	$	3.08		$	5.30		$	4.46		$	4.18		$	4.13
Total Return^^		(41.89	%)		18.86	%		6.75	%		1.26	%		10.48	%
Ratios / Supplemental Data:
Net assets, end of year (000's)	$	5,322		$	10,369		$	8,474		$	9,496		$	12,223
Ratio of expenses to average daily net assets:
Before expense waiver		1.23	%		0.99	%		1.08	%		0.86	%		0.77	%
After expense waiver		0.56	% #		0.56	% #		0.56	% #		0.56	% #		0.56	% #
Net investment income (loss) to average daily net assets		0.01	%		0.02	%		0.13	%		0.03	%		0.63	%
Portfolio turnover rate		18	%		17	%		9	%		23	%		35	%

	Service Class
	Period Ended 12/31/08+++
Net asset value, beginning of period	$	4.99
Income (loss) from investment operations:
Net investment income (loss)		(0.00	)***†
Net realized and unrealized gain (loss) on investments		(1.91	)
Total income (loss) from investment operations		(1.91	)
Less distributions to shareholders:
From net investment income		(0.00	)†
Total distributions		(0.00	)†
Net asset value, end of period	$	3.08

Total Return^^		(38.28	%)**
Ratios / Supplemental Data:
Net assets, end of period (000's)	$	251
Ratio of expenses to average daily net assets:
Before expense waiver		2.05	% *
After expense waiver		0.81	% *#
Net investment income (loss) to average daily net assets		(0.16	%)*
Portfolio turnover rate		18	%

* Annualized.

** Percentage represents the results for the period and is not annualized.

*** Per share amount calculated on the average shares method.

† Amount is less than $0.005 per share.

+++ For the period August 15, 2008 (commencement of operations) through December 31, 2008.

# Computed after giving effect to an agreement by MassMutual to waive certain fees and expenses of the Fund.

The accompanying notes are an integral part of the financial statements.
58

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Small Cap Growth Equity Fund

	Initial Class
	Year Ended 12/31/08			Year Ended 12/31/07			Year Ended 12/31/06			Year Ended 12/31/05†††			Year Ended 12/31/04
Net asset value, beginning of year	$	17.02		$	16.07		$	14.73		$	13.21		$	11.66
Income (loss) from investment operations:
Net investment income (loss)		(0.01	)***		(0.07	)***		(0.06	)***		(0.05	)		(0.07	)
Net realized and unrealized gain (loss) on investments		(6.55	)		1.63			1.40			1.57			1.62
Total income (loss) from investment operations		(6.56	)		1.56			1.34			1.52			1.55
Less distributions to shareholders:
From net investment income		—			(0.02	)		—			—			—
From net realized gains		—			(0.59	)		—			—			—
Total distributions		—			(0.61	)		—			—			—
Net asset value, end of year	$	10.46		$	17.02		$	16.07		$	14.73		$	13.21
Total Return^^		(38.54	%)		9.66	%		9.10	%		11.58	%		13.29	%
Ratios / Supplemental Data:
Net assets, end of year (000's)	$	171,302		$	238,185		$	169,941		$	105,008		$	62,009
Ratio of expenses to average daily net assets:
Before expense waiver		1.15	%		1.14	%		1.18	%		1.22	%		1.21	%
After expense waiver		N/A			N/A			N/A			1.18	% #		1.14	% #^^^
Net investment income (loss) to average daily net assets		(0.06	%)		(0.39	%)		(0.41	%)		(0.48	%)		(0.63	%)
Portfolio turnover rate		86	%		70	%		79	%		61	%		62	%

	Service Class
	Period Ended 12/31/08+++
Net asset value, beginning of period	$	15.79
Income (loss) from investment operations:
Net investment income (loss)		0.01	***
Net realized and unrealized gain (loss) on investments		(5.35	)
Total income (loss) from investment operations		(5.34	)
Net asset value, end of period	$	10.45

Total Return^^		(33.82	%)**
Ratios / Supplemental Data:
Net assets, end of period (000's)	$	831
Net expenses to average daily net assets		1.43	% *
Net investment income (loss) to average daily net assets		0.21	% *
Portfolio turnover rate		86	%

* Annualized.

** Percentage represents the results for the period and is not annualized.

*** Per share amount calculated on the average shares method.

+++ For the period August 15, 2008 (commencement of operations) through December 31, 2008.

# Computed after giving effects to an agreement by MassMutual to waive certain fees and expenses of the Fund.

^^^ The Fund has entered into agreements with certain brokers to rebate a portion of brokerage commissions. The rebated commissions were used to reduce operating expenses of the Fund.

The accompanying notes are an integral part of the financial statements.
59

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Emerging Growth Fund

	Initial Class
	Year Ended 12/31/08			Year Ended 12/31/07			Year Ended 12/31/06			Year Ended 12/31/05			Year Ended 12/31/04
Net asset value, beginning of year	$	7.41		$	6.29		$	5.97		$	5.92		$	5.16
Income (loss) from investment operations:
Net investment income (loss)		(0.05	)***		(0.05	)***		(0.05	)***		(0.05	)		(0.05	)
Net realized and unrealized gain (loss) on investments		(3.06	)		1.17			0.37			0.10			0.81
Total income (loss) from investment operations		(3.11	)		1.12			0.32			0.05			0.76
Net asset value, end of year	$	4.30		$	7.41		$	6.29		$	5.97		$	5.92
Total Return^^		(41.97	%)		17.81	%		5.36	%		0.84	%		14.73	%
Ratios / Supplemental Data:
Net assets, end of year (000's)	$	9,873		$	18,911		$	14,703		$	13,807		$	14,136
Ratio of expenses to average daily net assets:
Before expense waiver		1.58	%		1.44	%		1.55	%		1.51	%		1.62	%
After expense waiver		1.22	% #		1.16	% #		1.16	% #		1.16	% #		1.16	% #
Net investment income (loss) to average daily net assets		(0.89	%)		(0.72	%)		(0.83	%)		(0.91	%)		(0.97	%)
Portfolio turnover rate		280	%		195	%		291	%		127	%		184	%

	Service Class
	Period Ended 12/31/08+++
Net asset value, beginning of period	$	6.72
Income (loss) from investment operations:
Net investment income (loss)		(0.02	)***
Net realized and unrealized gain (loss) on investments		(2.40	)
Total income (loss) from investment operations		(2.42	)
Net asset value, end of period	$	4.30
Total Return^^		(36.01	%)**
Ratios / Supplemental Data:
Net assets, end of period (000's)	$	181
Ratio of expenses to average daily net assets:
Before expense waiver		2.27	% *
After expense waiver		1.50	% *#
Net investment income (loss) to average daily net assets		(1.10	%)*
Portfolio turnover rate		280	%

* Annualized.

** Percentage represents the results for the period and is not annualized.

*** Per share amount calculated on the average shares method.

+++ For the period August 15, 2008 (commencement of operations) through December 31, 2008.

# Computed after giving effect to an agreement by MassMutual to waive certain fees and expenses of the Fund.

The accompanying notes are an integral part of the financial statements.
60

Notes to Financial Statements

The Trust was established by Massachusetts Mutual Life Insurance Company ("MassMutual") for the purpose of providing vehicles for the investment of assets of various separate investment accounts established by MassMutual and by life insurance companies which are subsidiaries of MassMutual. Shares of the Trust are not offered to the general public. MassMutual, MML Bay State Life Insurance Company and C.M. Life Insurance Company are the record owners of all outstanding shares of the Funds.

Each Fund, other than the Equity Index Fund, offers the following two classes of shares: Initial Class and Service Class shares. The Equity Index Fund offers the following four classes of shares: Class I, Class II, Class III and Service Class I shares. Service Class shares and Service Class I shares commenced operations on August 15, 2008. Each share class invests in the same portfolio of assets. The principal difference among the classes is the level of service and administration fees, and shareholder and distribution services borne by the classes. Because each class will have different fees and expenses, performance and share prices among the classes will vary. The classes of shares are offered to different types of investors, as outlined in the Funds' Prospectus.

2. Significant Accounting Policies
The following is a summary of significant accounting policies followed consistently by each Fund in the preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America ("generally accepted accounting principles"). The preparation of the financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

Investment Valuation
Equity securities are valued on the basis of valuations furnished by a pricing service, authorized by the Board of Trustees ("Trustees"), which provides the last reported sale price for securities listed on a national securities exchange or the official closing price on the NASDAQ National Market System, or in the case of over-the-counter securities not so listed, the last reported bid price. Debt securities (other than short-term obligations) are valued on the basis of valuations furnished by a pricing service, authorized by the 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. Short-term securities are valued at either amortized cost or at original cost plus accrued interest, whichever approximates current market value. Shares of other funds are valued at their net asset value as reported on each business day. Swaps are marked to market daily based upon values from third party vendors or market makers to the extent available or model prices. Valuations received from third party vendors are determined using various valuation systems and models based on the type of instrument. The underlying inputs and market data used in such models may include broker quotes, market indices and yield curves, counterparty information, foreign exchange rates and other market data. All other securities and other assets, including futures, options, swaps and debt securities for which the prices supplied by a pricing agent, or as noted above, are deemed by the Trustees not to be representative of market values, including restricted securities and securities for which no market quo tation is available, are valued at fair value in accordance with procedures approved by the Trustees.

Notes to Financial Statements (Continued)

Securities are typically valued on the basis of their readily available market quotations furnished by pricing services authorized by the Trustees. However, in certain cases, market quotations for a specific portfolio security are readily available, but the authorized pricing service may not provide a price for that security, or the price provided by such authorized pricing service is deemed unreliable by the investment adviser or sub-adviser. In such cases, market quotations provided by an established market maker for that security (i.e. broker quotes) may be used to value the security if the investment adviser has reason to believe such quotations are reasonably likely to be reliable.

In addition, valuation methods approved by the Trustees which are intended to reflect fair value may be used when pricing service information is not readily available, or is not deemed reliable by the investment adviser, or when a security's value is believed to have been materially affected by a significant event, such as a natural disaster, an economic event like a bankruptcy filing, or a substantial fluctuation in domestic or foreign markets, that has occurred after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market). In such a case, a Fund's value for a security is likely to be different from the last quoted market price or pricing service information. In addition, a fair value pricing service is used to assist in the pricing of foreign securities held by the Trust. Due to the subjective and variable nature of fair value pricing, it is possible that the value determi ned for a particular asset may be materially different from the value realized upon such asset's sale.

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 are 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 is determined in accordance with policies established by the Trustees.

The Funds adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 established a three-tier hierarchy to maximize the use of observable market data inputs and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inp uts may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

Level 1 – quoted prices (unadjusted) in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

Notes to Financial Statements (Continued)

The following is the aggregate value by input level as of December 31, 2008 for the Funds' investments:

Asset Valuation Inputs

	Investments in Securities
	Level 1 - Quoted Prices			Level 2 - Other Significant Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
Large Cap Value Fund	$	155,548,818		$	17,327,713	$	254,890	$	173,131,421
Equity Index Fund		237,323,834			4,955,598		-		242,279,432
Growth Equity Fund		10,374,895			457,482		-		10,832,377
NASDAQ-100 Fund		5,476,110			107,944		-		5,584,054
Small Cap Growth Equity Fund		155,496,747			13,471,624		-		168,968,371
Emerging Growth Fund		9,714,912			294,017		-		10,008,929
	Other Financial Instruments*
	Level 1 - Quoted Prices			Level 2 - Other Significant Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
Equity Index Fund	$	160,627		$	-	$	-	$	160,627
NASDAQ-100 Fund		(391	)		-		-		(391	)

* Other financial instruments include futures.

Following is a reconciliation of investments for which significant unobservable inputs (Level 3) were used in determining value:

	Investments in Securities
	Balance as of 12/31/07		Accrued discounts/ premiums		Realized gain/loss and change in unrealized appreciation (depreciation)			Net purchases/ sales		Net transfers in and/or out of Level 3		Balance as of 12/31/08		Net change in unrealized appreciation (depreciation) from investments still held as of 12/31/08
Large Cap Value Fund	$	-	$	663	$	(96,197	)	$	350,424	$	-	$	254,890	$	(96,197	)

Securities Lending
Each Fund may lend its securities to qualified brokers; however, securities lending cannot exceed 33% of the total assets of the Fund taken at current value. The loans are collateralized at all times with cash or securities with a market value at least equal to 100% of the market value of the securities on loan. The market value of the loaned securities is determined at the close of business of a Fund and any additional collateral is delivered to the Fund the next business day. As with other extensions of credit, the Funds may bear the risk of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially. The Funds receive compensation for lending their securities.

The Funds had no securities on loan at December 31, 2008.

Notes to Financial Statements (Continued)

The Funds receive, as fees, a share of the income earned on investment of the cash collateral received for the loan of securities. For the year ended December 31, 2008, the Funds earned securities lending net income as follows:

	Securities Lending Gross Income		Securities Lending Fees and Expenses		Securities Lending Net Income
Large Cap Value Fund	$	96,290	$	43,800	$	52,490
Equity Index Fund		109,070		86,579		22,491
Growth Equity Fund		8,942		7,951		991
Small Cap Growth Equity Fund		568,029		418,358		149,671
	$	782,331	$	556,688	$	225,643

Repurchase Agreements
Each Fund may enter into repurchase agreements with certain banks and broker/dealers whereby a Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Funds, through their custodian, take possession of the securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Funds in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Funds and the counterparty. In connection with transactions in repurchase agreements , if the seller defaults and the value of the collateral declines or if the seller enters insolvency proceedings, realization of collateral by the Funds may be delayed or limited.

The Fund(s) had repurchase agreements as shown in the Portfolios of Investments at December 31, 2008.

Accounting for Investments Transactions
Investment transactions are accounted for on the trade date. Realized gains and losses on sales of investments (which may include proceeds received from litigation) and unrealized appreciation and depreciation of investments are computed by the specific identification cost method. Interest income, adjusted for amortization of discounts and premiums on debt securities, is earned from the settlement date and is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Withholding taxes on foreign interest, dividends, and capital gains have been provided for in accordance with the applicable country's tax rules and rates. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable af ter the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain.

Federal Income Tax
It is each Fund's intent to continue to comply with the provisions of subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to a regulated investment company. Under such provisions, the Funds will not be subject to federal income taxes on their ordinary income and net realized capital gains to the extent they are distributed or deemed to have been distributed to their shareholders. Therefore, no federal income tax provision is required.

Dividends and Distributions to Shareholders
Dividends from net investment income and distributions of any net realized capital gains of each Fund are declared and paid annually and at other times as may be required to satisfy tax or regulatory requirements. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. As a result, net investment income and net realized gain on investment transactions for a reporting period may differ significantly from distributions during such period.

Notes to Financial Statements (Continued)

Foreign Currency Translation
The books and records of the Funds are maintained in U.S. dollars. The market values of foreign currencies, foreign securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the mean of the buying and selling rates of such currencies against the U.S. dollar at the end of each business day. Purchases and sales of foreign securities and income and expense items are translated at the rates of exchange prevailing on the respective dates of such transactions. The Funds do not isolate that portion of the results of operations arising from changes in the exchange rates from that portion arising from changes in the market prices of securities. Net realized foreign currency gains and losses resul ting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions and the difference between the amounts of dividends recorded on the books of the Funds and the amount actually received.

Financial Futures Contracts
A Fund may enter into futures contracts, including commodity futures contracts, stock index futures contracts, foreign currency futures contracts and fixed income 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. They may also be used for other purposes, such as an efficient means of adjusting a Fund's exposure to certain markets; in an effort to enhance income; and as a cash management tool. Futures contracts are contracts for delayed delivery of securities or commodities at a specific future date and at a specific price or yield. Upon entering into a contract, the Funds deposit and maintain as co llateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Funds as unrealized gains or losses. When the contract is closed, each Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. 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.

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

While these strategies will generally be used by a Fund for hedging purposes, there are risks. For example, the sub-adviser may incorrectly forecast the direction of exchange rates or of the underlying securities index or markets. When these 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.

The Fund(s) listed in the following table had open futures contracts at December 31, 2008:

Number of
Contracts

Type

Expiration Date

Notional
Contract
Value

Net Unrealized
Appreciation
(Depreciation)

Equity Index Fund

BUYS
114

S&P 500 E Mini Index

3/20/09

5,130,570

160,627

NASDAQ-100 Fund

BUYS
4

NASDAQ 100 E Mini Index

3/20/09

97,000

(391

)

Notes to Financial Statements (Continued)

Options
The Funds 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.

The 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, the 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.

By purchasing a put option, a Fund obtains the right (but not the obligation) to sell the instrument underlying the option at a fixed strike price. In return for this right, a Fund pays the current market price for the option (known as the option premium). Options have various types of underlying instruments, including specific securities, indexes of securities, indexes of security prices, indexes of interest rates, futures contracts and swap agreements. A Fund may terminate its position in a put option it has purchased by allowing it to expire or by exercising the option. A Fund may also close out a put option position by entering into an offsetting transaction, if a liquid market exists. If the option is allowed to expire, a Fund will lose the entire premium it paid. Premiums paid for purchasing options which expire are treated as realized losses. If a Fund exercises a put option on a security, it will sell the instrument underlying the op tion at the strike price. If a Fund exercises an option on an index, settlement is in cash and does not involve the actual sale of securities.

The buyer of a typical put option can expect to realize a gain if the price of the underlying instrument falls substantially. However, if the price of the instrument underlying the option does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the amount of the premium paid, plus related transaction costs).

The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the instrument underlying the option at the option's strike price. A call buyer typically attempts to participate in potential price increases of the instrument underlying the option with risk limited to the cost of the option if security prices fall. At the same time, the buyer can expect to suffer a loss if security prices do not rise sufficiently to offset the cost of the option.

The Funds may also "write" put and call options. When a Fund writes a put option, it takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium, a Fund assumes the obligation to pay the strike price for the instrument underlying the option if the other party to the option chooses to exercise it. A Fund may seek to terminate its position in a put option it writes before exercise by purchasing an offsetting option in the market at its current price. If the market is not liquid for a put option a Fund has written, however, a Fund must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes, and must continue to post margin as discussed below.

If the price of the underlying instrument rises, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it received. If security prices remain the same over time, it is likely that the writer will also profit, because it should be able to close out the option at a lower price. If security prices fall, the put writer would expect to suffer a loss. This loss should be less than the loss from purchasing and holding the underlying instrument directly, however, because the premium received for writing the option should offset a portion of the decline.

Notes to Financial Statements (Continued)

Writing a call option obligates a Fund to sell or deliver the option's underlying instrument in return for the strike price upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium a call writer offsets part of the effect of a price increase. At the same time, because a call writer must be prepared to deliver the underlying instrument in return for the strike price, even if its current value is greater, a call writer gives up some ability to participate in security price increases.

The writer of an exchange traded put or call option on a security, an index of securities or a futures contract is required to deposit cash or securities or a letter of credit as margin and to make mark to market payments of variation margin as the position becomes unprofitable. When a Fund writes a call or put option, an amount equal to the premium received is recorded as a liability. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against the amount paid on the underlying investment to determine the realized gain or loss.

Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by a primary pricing source chosen by the Trust.

The Fund(s) no had open written option contracts at December 31, 2008:

Transactions in written option contracts during the year ended December 31, 2008, were as follows:

	Number of Contracts			Premiums Received
Small Cap Growth Equity Fund
Options outstanding at December 31, 2007		-		$	-
Options written		458			56,360
Options terminated in closing purchase transactions		(458	)		(56,360	)
Options outstanding at December 31, 2008		-		$	-

Allocation of Operating Activity
In maintaining the records for the Funds, the income and expense accounts are allocated to each class of shares. Investment income, unrealized and realized gains or losses are prorated among the classes of shares based on the relative net assets of each. Expenses are allocated to each class of shares depending on the nature of the expenditures. Administration and service fees, if any, which are directly attributable to a class of shares, are charged to that class's operations. Expenses of the Fund not directly attributable to the operations of any class of shares or Fund are prorated among the Funds and classes to which the expense relates based on the relative net assets of each.

Foreign Securities
The Funds may also invest in foreign securities, subject to certain percentage restrictions. Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of U.S. companies and the U.S. Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of many foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies and the U.S. Government.

Notes to Financial Statements (Continued)

Restricted Securities
Certain securities are illiquid and restricted as to resale. They have been valued in good faith under procedures established by the Trustees, taking into consideration such factors as the Trustees deem appropriate. The Funds generally bear the costs, if any, associated with the disposition of restricted securities. Aggregate cost and fair value of these securities held at December 31, 2008 were as follows:

				Aggregate Cost				Aggregate Value				Value as Percentage of Fund's Net Assets
Large Cap Value Fund				$	351,087			$	254,890				0.1	%

3. Management Fees and Other Transactions

Investment Management Fees
Under agreements between the Trust and MassMutual on behalf of each Fund, MassMutual is responsible for providing investment management services for each Fund. In return for this service, MassMutual receives advisory fees quarterly, based upon each Fund's average daily net assets, at the following annual rates:

Large Cap Value Fund				0.80% of the first $100 million,
				0.75% of the next $400 million,
				0.70% of any excess over $500 million
Equity Index Fund				0.10%
Growth Equity Fund				0.80% of the first $300 million,
				0.77% of the next $300 million,
				0.75% of the next $300 million,
				0.72% of the next $600 million,
				0.65% of any excess over $1.5 billion
NASDAQ-100 Fund				0.45% of the first $200 million,
				0.44% of the next $200 million,
				0.42% of any excess over $400 million
Small Cap Growth Equity Fund				1.075% of the first $200 million,
				1.05% of the next $200 million,
				1.025% of the next $600 million,
				1.00% of any excess over $1 billion
Emerging Growth Fund				1.05% of the first $200 million,
				1.00% of the next $200 million,
				0.95% of any excess over $400 million

MassMutual has entered into investment sub-advisory agreements with the following unaffiliated investment sub-advisers: Davis Selected Advisers, L.P. for the Large Cap Value Fund, Northern Trust Investments, N.A. for the Equity Index Fund and the NASDAQ-100 Fund, T. Rowe Price Associates, Inc. for the Growth Equity Fund, Essex Investment Management Company, LLC ("Essex") for a portion of the Emerging Growth Fund, Insight Capital Research & Management, Inc. ("Insight Capital") for a portion of the Emerging Growth Fund, Waddell & Reed Investment Management Company for a portion of the Small Cap Growth Equity Fund, and Wellington Management Company, LLP for a portion of the Small Cap Growth Equity Fund. Essex replaced Delaware Management Company ("DMC") as sub-adviser to the Emerging Growth Fund on September 10, 2008. MassMutual pays a sub-advisory fee to each of these sub-advisers based upon the aggregate net assets under management wh ich include (1) the average daily net assets of the specified Fund which it manages, and (2) the average daily net assets of all other funds or accounts of MassMutual or its affiliates for which the sub-adviser provides sub-advisory services and which have substantially the same investment objectives, policies and investment strategies.

Notes to Financial Statements (Continued)

The Funds' sub-advisory fees are paid out of the management fees previously disclosed above.

Administration Fees
For the Equity Index Fund, under a separate administrative and shareholder services agreement between the Fund and MassMutual, MassMutual provides certain administrative and shareholder services and bears some class specific administrative expenses. In return for these services, MassMutual receives an administrative services fee monthly, based upon the average daily net assets of the applicable class of shares of the Fund, at the following annual rates:

Class I				0.30% of the first $100 million,
				0.28% of the next $150 million,
				0.26% of any excess over $250 million
Class II				0.19%
Class III				up to 0.05%
Service Class I				0.30% of the first $100 million,
				0.28% of the next $150 million,
				0.26% of any excess over $250 million

Distribution and Service Fees
MML Distributors, LLC (the "Distributor") acts as distributor to the Funds. Pursuant to a 12b-1 Plan adopted by the Funds, Service Class shares and Service Class I shares of the Funds pay an annual fee of 0.25% of the average daily net asset value of Service Class shares and Service Class I shares. This fee, or a portion thereof, is paid to: (i) the Distributor for services provided and expenses incurred by its connection with the distribution of Service Class shares and Service Class I shares of each Fund; and (ii) MassMutual for services provided and expenses incurred by it for purposes of maintaining or providing personal services to Service Class and Service Class I shareholders.

Expense Caps and Waivers
MassMutual has agreed to bear the expenses of the Funds (other than the management and administrative fees, interest, taxes, brokerage commissions, extraordinary litigation expenses and legal expenses, or other non-recurring or unusual expenses), based upon each Fund's average daily net assets, in excess of the following amounts:

Large Cap Value Fund			NASDAQ-100 Fund

Initial Class*	0.11	%	Initial Class#	0.11	%

Equity Index Fund			Service Class##	0.11	%

Class I#	0.05	%	Small Cap Growth Equity Fund

Class II#	0.05	%	Initial Class*	0.11	%

Class III#	0.05	%	Emerging Growth Fund

Service Class I##	0.05	%	Initial Class**#	0.20	%

Growth Equity Fund			Service Class##	0.20	%

Initial Class#	0.11	%

Service Class##	0.11	%

* Expense cap in effect through April 30, 2008.

** Prior to May 1, 2008, the expense cap was 0.11%.

# Expense cap in effect through April 30, 2009.

## Expense cap in effect through May 2, 2010.

In addition, MassMutual has agreed to waive certain administrative and shareholder service fees payable by the Equity Index Fund on account of Class II and Class III shares.

Notes to Financial Statements (Continued)

Rebated Brokerage Commissions
The Funds listed below have entered into agreements with certain brokers whereby the brokers will rebate, in cash, a portion of brokerage commissions. Rebated brokerage commissions are amounts earned by the Funds and are included with realized gain or loss on investment transactions presented in the Statement of Operations. For the year ended December 31, 2008, brokerage commissions rebated under these agreements were as follows:

	Rebated Commissions
Large Cap Value Fund	$	555
Small Cap Growth Equity Fund		42,215
Emerging Growth Fund		3,696

Deferred Compensation
Trustees of the Funds who are not employees of MassMutual or its subsidiaries may elect to defer receipt of their annual fees in accordance with terms of a Non-Qualified Deferred Compensation Plan. Amounts deferred shall accrue interest or earnings and shall be recorded on the Funds' books as other liabilities. For the year ended December 31, 2008, no significant amounts have been deferred.

Other
Certain officers and trustees of the Funds are also employees of MassMutual. The compensation of each trustee who is not an employee of MassMutual is borne by the Funds.

4. Purchases and Sales of Investments
Cost of purchases and proceeds from sales of investment securities (excluding short-term investments) for the year ended December 31, 2008, were as follows:

	Purchases				Sales
	Long-Term U.S. Government Securities		Other Long-Term Securities		Long-Term U.S. Government Securities		Other Long-Term Securities
Large Cap Value Fund	$	-	$	48,457,556	$	-	$	50,180,899
Equity Index Fund		-		15,744,722		-		31,646,039
Growth Equity Fund		-		8,252,983		-		7,878,951
NASDAQ-100 Fund		-		1,447,121		-		2,033,093
Small Cap Growth Equity Fund		-		197,585,348		-		166,774,654
Emerging Growth Fund		-		39,880,738		-		40,248,923

5. Capital Share Transactions
Changes in shares outstanding for each Fund were as follows:

	Year ended December 31, 2008						Year ended December 31, 2007
	Shares			Amount			Shares			Amount
Large Cap Value Fund Initial Class
Sold		2,822,935		$	29,821,461			6,497,381		$	86,609,563
Issued as reinvestment of dividends		24,108			279,560			213,910			2,798,621
Redeemed		(2,986,721	)		(32,256,804	)		(1,629,776	)		(21,686,747	)
Net increase (decrease)		(139,678	)	$	(2,155,783	)		5,081,515		$	67,721,437
Large Cap Value Fund Service Class*
Sold		611,646		$	5,079,716
Issued as reinvestment of dividends		9			110
Redeemed		(9,254	)		(72,846	)
Net increase (decrease)		602,401		$	5,006,980
Equity Index Fund Class I
Sold		381,022		$	5,697,991			850,720		$	15,507,009
Issued as reinvestment of dividends		-			-			76,140			1,366,698
Redeemed		(995,513	)		(15,099,089	)		(937,656	)		(17,129,074	)
Net increase (decrease)		(614,491	)	$	(9,401,098	)		(10,796	)	$	(255,367	)
Equity Index Fund Class II
Sold		1,216,762		$	17,244,773			731,064		$	13,234,324
Issued as reinvestment of dividends		-			-			187,600			3,365,535
Redeemed		(1,836,130	)		(28,250,815	)		(833,012	)		(15,253,871	)
Net increase (decrease)		(619,368	)	$	(11,006,042	)		85,652		$	1,345,988

Notes to Financial Statements (Continued)

	Year ended December 31, 2008						Year ended December 31, 2007
	Shares			Amount			Shares			Amount
Equity Index Fund Class III
Sold		2,439		$	30,939			73,099		$	1,359,253
Issued as reinvestment of dividends		-			-			126,712			2,269,397
Redeemed		(98,689	)		(1,502,774	)		(699,262	)		(12,799,108	)
Net increase (decrease)		(96,250	)	$	(1,471,835	)		(499,451	)	$	(9,170,458	)
Equity Index Fund Service Class I**
Sold		42,334		$	510,104
Issued as reinvestment of dividends		-			-
Redeemed		(64	)		(713	)
Net increase (decrease)		42,270		$	509,391
Growth Equity Fund Initial Class
Sold		462,092		$	2,830,428			249,222		$	1,919,253
Issued as reinvestment of dividends		-			-			12,541			95,117
Redeemed		(472,489	)		(2,891,034	)		(615,787	)		(4,705,618	)
Net increase (decrease)		(10,397	)	$	(60,606	)		(354,024	)	$	(2,691,248	)
Growth Equity Fund Service Class*
Sold		92,580		$	433,458
Issued as reinvestment of dividends		-			-
Redeemed		(1,199	)		(6,494	)
Net increase (decrease)		91,381		$	426,964
NASDAQ-100 Fund Initial Class
Sold		537,644		$	2,306,228			644,122		$	3,325,858
Issued as reinvestment of dividends		42			204			482			2,524
Redeemed		(768,994	)		(3,203,925	)		(585,438	)		(2,893,368	)
Net increase (decrease)		(231,308	)	$	(897,493	)		59,166		$	435,014
NASDAQ-100 Fund Service Class*
Sold		81,629		$	296,248
Issued as reinvestment of dividends		-+			2
Redeemed		(73	)		(222	)
Net increase (decrease)		81,556		$	296,028
Small Cap Growth Equity Fund Initial Class
Sold		4,631,114		$	60,700,254			4,265,842		$	74,214,652
Issued as reinvestment of dividends		-			-			461,758			7,946,612
Redeemed		(2,251,146	)		(30,985,160	)		(1,304,245	)		(22,535,855	)
Net increase (decrease)		2,379,968		$	29,715,094			3,423,355		$	59,625,409
Small Cap Growth Equity Fund Service Class*
Sold		81,253		$	856,222
Issued as reinvestment of dividends		-			-
Redeemed		(1,717	)		(17,610	)
Net increase (decrease)		79,536		$	838,612
Emerging Growth Fund Initial Class
Sold		470,089		$	2,909,978			827,138		$	6,254,056
Issued as reinvestment of dividends		-			-			-			-
Redeemed		(727,718	)		(4,442,924	)		(612,712	)		(4,275,459	)
Net increase (decrease)		(257,629	)	$	(1,532,946	)		214,426		$	1,978,597
Emerging Growth Fund Service Class*
Sold		42,413		$	228,078
Issued as reinvestment of dividends		-			-
Redeemed		(413	)		(1,759	)
Net increase (decrease)		42,000		$	226,319

* Service Class commenced operations on August 15, 2008.

** Service Class I commenced operations on August 15, 2008.

+ Amount rounds to less than 0.5 shares.

Notes to Financial Statements (Continued)

6. Federal Income Tax Information
At December 31, 2008, the cost of securities and the unrealized appreciation (depreciation) in the value of investments owned by the Funds, as computed on a federal income tax basis, were as follows:

	Federal Income Tax Cost		Tax Basis Unrealized Appreciation		Tax Basis Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Large Cap Value Fund	$	231,596,626	$	9,909,678	$	(68,374,883	)	$	(58,465,205	)
Equity Index Fund		298,765,898		38,509,492		(94,995,958	)		(56,486,466	)
Growth Equity Fund		15,198,855		130,051		(4,496,529	)		(4,366,478	)
NASDAQ-100 Fund		7,097,548		522,688		(2,036,182	)		(1,513,494	)
Small Cap Growth Equity Fund		217,595,459		6,040,655		(54,667,743	)		(48,627,088	)
Emerging Growth Fund		11,869,902		499,983		(2,360,956	)		(1,860,973	)

Net capital loss carryforwards may be applied against any net realized taxable gains in each succeeding year, or until their respective expiration dates, whichever occurs first. At December 31, 2008, the following Fund(s) had available, for federal income tax purposes, unused capital losses:

	Expiring 2009		Expiring 2010		Expiring 2011		Expiring 2012		Expiring 2013		Expiring 2016
Large Cap Value Fund	$	-	$	-	$	-	$	-	$	-	$	7,547,813
Equity Index Fund		-		-		-		-		2,636,392		2,187,741
Growth Equity Fund		14,299,034		7,953,799		-		-		-		1,968,810
NASDAQ-100 Fund		-		4,489,822		2,362,711		1,300,985		-		-
Small Cap Growth Equity Fund		-		-		-		-		-		6,781,090
Emerging Growth Fund		1,010,053		3,402,428		-		-		-		3,006,901

The following Fund(s) elected to defer to January 1, 2009, post-October capital losses:

	Amount
Large Cap Value Fund	$	1,921,589
Equity Index Fund		383,874
Growth Equity Fund		864,112
NASDAQ-100 Fund		375,829
Small Cap Growth Equity Fund		41,366,078
Emerging Growth Fund		1,141,739

Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital.

The tax character of distributions (including capital gain dividends, if any, designated pursuant to Section 852 of the Code) paid during the year ended December 31, 2008, was as follows:

	Ordinary Income		Long Term Capital Gain		Return of Capital
Large Cap Value Fund	$	3	$	279,667	$	-
NASDAQ-100 Fund		206		-		-

Notes to Financial Statements (Continued)

The tax character of distributions (including capital gain dividends, if any, designated pursuant to Section 852 of the Code) paid during the year ended December 31, 2007, was as follows:

	Ordinary Income		Long Term Capital Gain		Return of Capital
Large Cap Value Fund	$	2,777,747	$	20,874	$	-
Equity Index Fund		7,001,630		-		-
Growth Equity Fund		95,117		-		-
NASDAQ-100 Fund		2,524		-		-
Small Cap Growth Equity Fund		1,025,751		6,920,861		-

Capital accounts within financial statements are periodically adjusted for permanent differences between book and tax accounting. These adjustments have no impact on net assets or the results of operations. Temporary book and tax accounting differences will reverse in subsequent periods. At December 31, 2008, temporary book and tax accounting differences were primarily attributable to investments in passive foreign investment companies and the deferral of wash sale losses.

At December 31, 2008, the components of distributable earnings on a tax basis were as follows:

	Undistributed Ordinary Income		Long Term Capital Gain (Capital Loss Carryover)			Other Temporary Differences			Unrealized Appreciation (Depreciation)
Large Cap Value Fund	$	2,220,059	$	(7,547,813	)	$	(1,968,876	)	$	(58,464,583	)
Equity Index Fund		6,712,389		(4,824,133	)		(510,418	)		(56,486,466	)
Growth Equity Fund		8,882		(24,221,643	)		(872,780	)		(4,366,478	)
NASDAQ-100 Fund		184		(8,153,518	)		(379,753	)		(1,513,887	)
Small Cap Growth Equity Fund		14,742,778		7,959,503			(41,404,452	)		(48,633,759	)
Emerging Growth Fund		-		(7,419,382	)		(1,147,307	)		(1,860,973	)

During the year ended December 31, 2008, the following amounts were reclassified due to permanent differences between book and tax accounting:

	Paid-in Capital			Accumulated Net Realized Gain (Loss) on Investments			Undistributed Net Investment Income (Loss)
Large Cap Value Fund	$	27		$	29,625		$	(29,652	)
Equity Index Fund		10,080			83,398			(93,478	)
Growth Equity Fund		74			5,339			(5,413	)
NASDAQ-100 Fund		(1	)		497			(496	)
Small Cap Growth Equity Fund		(128,465	)		(9,831	)		138,296
Emerging Growth Fund		(131,774	)		(470	)		132,244

The Funds are subject to the provisions of FASB Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109". FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Funds did not have any unrecognized tax benefits at December 31, 2008, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statements of Operations. During the year ended December 31, 2008, the Funds did not incur any such interest or penalties. The Funds are subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years. Foreign taxes are provided for based on the Funds' understanding of the tax r ules and rates that exist in the foreign markets in which they invest.

Notes to Financial Statements (Continued)

7. Indemnifications
Under the Funds' organizational documents, current and former Trustees and Officers are provided with a limited indemnification against liabilities arising in connection with the performance of their duties to the Funds, and shareholders are indemnified against personal liability for obligations of the Funds. In the normal course of business, the Funds may also enter into contracts that provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Funds. The risk of material loss from such claims is considered remote.

8. New Accounting Pronouncements
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about the Funds' use of, and accounting for, derivative instruments and the effect on the results of each Fund's operations and financial position. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Funds' financial statement disclosures.

9. Proxy Voting (Unaudited)
A description of the policies and procedures that each Fund's investment adviser and sub-advisers use to vote proxies relating to the Fund's portfolio securities is available, without charge, upon request, by calling 1-888-309-3539, and on the Securities and Exchange Commission's website at http://www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, upon request, on the MassMutual website at http://www.massmutual.com and on the Securities and Exchange Commission's website at http://www.sec.gov.

10. Quarterly Reporting (Unaudited)
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds' Forms N-Q are available on the SEC website at http://www.sec.gov. The Funds' Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

11. Trustees' Approval of Investment Advisory Contracts (Unaudited)
At a meeting held on August 12, 2008, the Trustees, including the Trustees who are not "interested persons" (as such term is defined in the 1940 Act) of the Trust, MassMutual or Sub-Advisers (the "Independent Trustees"), approved the termination of the existing Sub-Advisory Agreement ("Prior Sub-Advisory Agreement") with Delaware Management Company ("DMC") as co-sub-adviser for the Emerging Growth Fund and voted to approve a new Sub-Advisory Agreement ("New Sub-Advisory Agreement") with Essex Investment Management Company, LLC ("Essex").

After arriving at a decision to replace DMC as co-sub-adviser for the Emerging Growth Fund, the Trustees determined that it would be appropriate to find another sub-adviser that could be expected to produce more consistent returns and better complement the Fund's other Sub-Adviser, Insight Capital Research & Management, Inc. After careful consideration, the Trustees determined that Essex's successful and consistent application of its approach to investing in emerging growth companies provided the best opportunity for the Fund.

In approving the New Sub-Advisory Agreement, the Trustees discussed with representatives of MassMutual ("Management") and considered a wide range of information about, among other things: (i) Essex and its personnel with responsibilities for providing services to the Fund; (ii) the terms of the New Sub-Advisory Agreement; (iii) the scope and quality of services that Essex will provide under the New Sub-Advisory Agreement; (iv) the historical investment performance track record of Essex; (v) the fees payable to Essex by MassMutual and the effect of such fees on the profitability to MassMutual; and (vi) Essex's practices regarding the selection and compensation of brokers and dealers that execute portfolio transactions for the Fund, and the broker's and dealer's provision of brokerage and research services to Essex.

Notes to Financial Statements (Continued)

Based on the foregoing, the Trustees concluded that (i) overall, the Trustees were satisfied with the nature, extent and quality of services expected to be provided under the New Sub-Advisory Agreement; (ii) MassMutual's level of profitability from its relationship to the Fund was not excessive and that the sub-advisory fee amount under the New Sub-Advisory Agreement was fair and reasonable; (iii) the investment processes, research capabilities and philosophies of Essex would be well suited to the Fund given its investment objectives and policies; and (iv) the terms of the New Sub-Advisory Agreement were fair and reasonable with respect to the Fund and were in the best interest of the Fund's shareholders. After carefully considering the information summarized above, the Trustees, including the Independent Trustees voting separately, unanimously voted to approve the New Sub-Advisory Agreement.

Prior to the vote being taken to approve the New Sub-Advisory Agreement, the Independent Trustees met separately in executive session to discuss the appropriateness of the contract. In their deliberations with respect to these matters, the Independent Trustees weighed the foregoing matters in light of the advice given to them by their independent legal counsel as to the law applicable to the review of investment advisory contracts. In arriving at a decision, the Trustees, including the Independent Trustees, did not identify any single matter as all-important or controlling. The foregoing summary does not detail all of the matters considered.

The New Sub-Advisory Agreement took effect on September 10, 2008.

At their meeting on August 12, 2008, the Trustees, including the Independent Trustees, also approved an amended Sub-Advisory Agreement ("Amended Sub-Advisory Agreement") with Waddell & Reed Investment Management Company ("Waddell & Reed") with respect to the portion of the Small Cap Growth Equity Fund managed by Waddell & Reed. Under the Amended Sub-Advisory Agreement, the investment sub-advisory fee paid to Waddell & Reed would be slightly reduced.

In approving the Amended Sub-Advisory Agreement, the Trustees discussed with Management and considered the fees payable to Waddell & Reed by MassMutual and the effect of such fees on the profitability to MassMutual. The Trustees concluded that MassMutual's level of profitability from its relationship to the Fund was not excessive and that the sub-advisory fee amount under the Amended Sub-Advisory Agreement was fair and reasonable. After carefully considering the information summarized above, the Trustees, including the Independent Trustees voting separately, unanimously voted to approve the Amended Sub-Advisory Agreement.

Prior to the vote being taken to approve the Amended Sub-Advisory Agreement, the Independent Trustees met separately in executive session to discuss the appropriateness of the contract. In their deliberations with respect to these matters, the Independent Trustees weighed the foregoing matters in light of the advice given to them by their independent legal counsel as to the law applicable to the review of investment advisory contracts. In arriving at a decision, the Trustees, including the Independent Trustees, did not identify any single matter as all-important or controlling. The foregoing summary does not detail all of the matters considered.

The Amended Sub-Advisory Agreement was effective retroactive to July 1, 2008.

12. Special Meeting of Shareholders (Unaudited)
A Special Meeting of Shareholders of the Trust was held on August 15, 2008. Notice of the meeting, and a Proxy Statement, were distributed on or about July 14, 2008 to shareholders of record as of June 10, 2008. The results of the vote on the matters submitted to shareholders at the Special Meeting are as follows:

(1) To elect Richard H. Ayers, Allan W. Blair, Mary E. Boland, Richard W. Greene, R. Alan Hunter, Jr., Robert E. Joyal, F. William Marshall, Jr. and Elaine A. Sarsynski as Trustees for an indefinite term of office.*

Notes to Financial Statements (Continued)

Proposal 1,		Shares		Shares For		%		Withhold		%
Election of Trustees:	Richard H. Ayers		392,658,693.506		375,395,173.010		95.603		17,263,520.496		4.397

	Allan W. Blair		392,658,693.506		375,756,833.774		95.696		16,901,859.732		4.304

	Mary E. Boland		392,658,693.506		374,877,132.116		95.471		17,781,561.390		4.529

	Richard W. Greene		392,658,693.506		375,357,324.809		95.594		17,301,368.697		4.406

	R. Alan Hunter, Jr.		392,658,693.506		375,640,324.701		95.666		17,018,368.805		4.334

	Robert E. Joyal		392,658,693.506		375,863,032.236		95.723		16,795,661.270		4.277

	F. William Marshall, Jr.		392,658,693.506		375,250,843.035		95.567		17,407,850.471		4.433

	Elaine A. Sarsynski		392,658,693.506		375,505,430.568		95.632		17,153,262.938		4.368

* Denotes Trust-wide proposal and voting results.

(2) To approve an Amendment to the Agreement and Declaration of Trust of the Trust to permit each Fund to issue additional classes of shares.

	Shares		Shares For		%		Against		%		Abstain		%
Proposal 2:
Large Cap Value Fund		21,874,156.405		19,657,347.125		89.866		1,636,680.932		7.482		580,128.348		2.652

Growth Equity Fund		2,364,119.888		2,105,762.485		89.072		237,787.531		10.058		20,569.872		0.870

NASDAQ-100 Fund		1,888,793.524		1,751,915.704		92.753		83,118.148		4.401		53,759.672		2.846

Small Cap Growth Equity Fund		15,197,313.794		13,990,303.897		92.058		872,312.801		5.740		334,697.096		2.202

Emerging Growth Fund		2,455,548.324		2,153,005.509		87.679		253,700.449		10.332		48,842.366		1.989

(3) To approve an Amendment to the Agreement and Declaration of Trust of the Trust to allow the Board of Trustees to authorize fund mergers without shareholder approval.

	Shares		Shares For		%		Against		%		Abstain		%
Proposal 3:
Large Cap Value Fund		21,874,156.405		17,978,526.349		82.191		3,248,264.917		14.850		647,365.139		2.959

Equity Index Fund		21,971,687.552		18,288,294.282		83.236		2,986,191.322		13.591		697,201.948		3.173

Growth Equity Fund		2,364,119.888		1,868,027.333		79.016		445,202.585		18.831		50,889.970		2.153

NASDAQ-100 Fund		1,888,793.524		1,580,088.896		83.656		260,123.348		13.772		48,581.280		2.572

Small Cap Growth Equity Fund		15,197,313.794		12,918,905.089		85.008		1,886,009.360		12.410		392,399.345		2.582

Emerging Growth Fund		2,455,548.324		2,057,383.428		83.785		365,873.403		14.900		32,291.493		1.315

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MML Series Investment Fund and Shareholders of MML Large Cap Value Fund, MML Equity Index Fund, MML Growth Equity Fund, MML NASDAQ-100 Fund, MML Small Cap Growth Equity Fund and MML Emerging Growth Fund:

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of MML Large Cap Value Fund, MML Equity Index Fund, MML Growth Equity Fund, MML NASDAQ-100 Fund, MML Small Cap Growth Equity Fund and MML Emerging Growth Fund (collectively the "Funds"), six of the funds comprising the MML Series Investment Fund (the "MML Trust"), as of December 31, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the MML Trust's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The MML Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the MML Trust's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and sign ificant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures include confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Boston, Massachusetts
February 20, 2009

Trustees and Officers (Unaudited)

The following table lists the Trust's Trustees and Officers as of December 31, 2008; their address and age; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information includes additional information about the Trust's Trustees and is available, without charge, upon request by calling 1-888-309-3539 or by writing MML Funds, c/o Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111-0001, Attention: Retirement Services Marketing.

Disinterested
Trustees

Name, Address*,
and Age

Position(s)
Held with
Trust

Term
of Office**
and
Length
of Time
Served

Principal
Occupation(s) During
Past 5 Years

Number of
Portfolios in
Fund
Complex
Overseen
by Trustee

Other
Directorships
Held by Trustee

Richard W. Greene
Age: 73

Chairman

Trustee

Since
2005
Since
1999

Retired.

Chairman (since 2005), Trustee (since 1996), MassMutual Select Funds (open-end investment company).

Richard H. Ayers
Age: 66

Trustee

Since
1999

Retired.

Director (since 2008), Celera Corporation; Trustee (since 1996), MassMutual Select Funds (open-end investment company).

Allan W. Blair
Age: 60

Trustee

Since
2003

President and Chief Executive Officer (since 1996), Economic Development Council of Western Massachusetts; President and Chief Executive Officer (1993-2006), Westmass Area Development Corporation; President and Chief Executive Officer (since 1984), Westover Metropolitan Development Corporation.

Trustee (since 2003), MassMutual Select Funds (open-end investment company).

Mary E. Boland
Age: 69

Trustee

Since
1973

Attorney-at-Law (since 2004); Attorney-at-Law (1965-2004), Egan, Flanagan and Cohen, P.C. (law firm), Springfield, MA.

Trustee (since 1994), MassMutual Select Funds (open-end investment company).

R. Alan Hunter, Jr.
Age: 62

Trustee

Since
2003

Retired.

Director (since 2007), Actuant Corporation; Trustee (since 2003), MassMutual Select Funds (open-end investment company).

F. William Marshall, Jr.
Age: 66

Trustee

Since
1996

Consultant (since 1999).

***

Trustee (since 2000), Board II Oppenheimer Funds; Trustee (since 1996), MassMutual Select Funds (open-end investment company).

Trustees and Officers (Unaudited) (Continued)

Interested
Trustees

Name, Address*,
and Age

Position(s)
Held with
Trust

Term
of Office**
and
Length
of Time
Served

Principal
Occupation(s) During
Past 5 Years

Number of
Portfolios in
Fund
Complex
Overseen
by Trustee

Other Directorships
Held by Trustee

Robert E. Joyal^
Age: 63

Trustee

Since
2003

Retired; President (2001-2003), Managing Director (2000-2001) and Executive Director (1999-2000), David L. Babson & Company Inc.

Trustee (since 2003), President (1999-2003), MassMutual Corporate Investors (closed-end investment company); Director (since 2003), Pemco Aviation Group, Inc.; Trustee (since 2003), President (1999-2003), MassMutual Participation Investors (closed-end investment company); Vice Chairman (2005-2007), Trustee (since 2003), MassMutual Select Funds (open-end investment company); Director (since 2006), Jefferies Group, Inc. (investment bank); Director (since 2007), Scottish Re. Group Ltd.

Elaine A. Sarsynski^^^
Age: 53

Trustee

Since
2008

Executive Vice President (since 2005), MassMutual; Managing Director (2005), Babson Capital Management LLC; Chief Executive Officer (2001-2005), Town of Suffield, Connecticut.

Trustee (since 2008), MassMutual Select Funds (open-end investment company).

Trustees and Officers (Unaudited) (Continued)

Principal Officers
who are Not
Trustees

Name, Address*,
and Age

Position(s)
Held with
Trust

Term
of Office#
and
Length
of Time
Served

Principal
Occupation(s) During
Past 5 Years

Number of
Portfolios in
Fund
Complex
Overseen
by Officer

Richard J. Byrne
Age: 46

President

Since
2007

Vice President (since 2007), Assistant Vice President (2003-2007), MassMutual; President (since 2007), MML Series Investment Fund II (open-end investment company).

Nicholas H. Palmerino
Age: 43

Chief Financial Officer and Treasurer

Since
2006

Assistant Vice President (since 2006), MassMutual; Vice President (2006), Consultant (2005-2006), JPMorgan Chase Worldwide Securities Services; Senior Vice President (2003-2004), CDC IXIS Asset Management Services, Inc. and CDC IXIS Asset Management Advisers, L.P.; Vice President (1996-2003), Loomis Sayles & Company, L.P.; Chief Financial Officer and Treasurer (since 2006), MassMutual Select Funds (open-end investment company); Chief Financial Officer and Treasurer (since 2006), MassMutual Premier Funds (open-end investment company); Chief Financial Officer and Treasurer (since 2006), MML Series Investment Fund II (open-end investment company).

Andrew M. Goldberg
Age: 42

Vice President, Secretary and Chief Legal Officer
Assistant Secretary

Since
2008
(2001-
2008)

Assistant Vice President and Counsel (since 2004), Counsel (2001-2004), MassMutual; Vice President, Secretary and Chief Legal Officer (since 2008), Assistant Secretary (2001-2008), MassMutual Select Funds (open-end investment company); Vice President, Clerk and Chief Legal Officer (since 2008), Assistant Clerk (2004-2008), MassMutual Premier Funds (open-end investment company); Vice President, Clerk and Chief Legal Officer (since 2008), Assistant Clerk (2005-2008), MML Series Investment Fund II (open-end investment company).

Philip S. Wellman
Age: 44

Vice President and Chief Compliance Officer

Since
2007

Vice President, Compliance (since 2007), Assistant Vice President and Associate General Counsel (2006-2007), MassMutual; Director, Office of General Counsel (2005-2006), Merrill Lynch, Pierce, Fenner & Smith Incorporated; Senior Vice President and Assistant General Counsel (2000-2006), Advest, Inc.; Vice President and Chief Compliance Officer (since 2007), MassMutual Select Funds (open-end investment company); Vice President and Chief Compliance Officer (since 2007), MassMutual Premier Funds (open-end investment company); Vice President and Chief Compliance Officer (since 2007), MML Series Investment Fund II (open-end investment company).

Stephen J. Brunette
Age: 38

Vice President

Since
2007

Assistant Vice President (since 2007), Director (2006-2007), Investment Consultant (2003-2006), MassMutual; Vice President (since 2007), MML Series Investment Fund II (open-end investment company).

Trustees and Officers (Unaudited) (Continued)

Name, Address*,
and Age

Position(s)
Held with
Trust

Term
of Office#
and
Length
of Time
Served

Principal
Occupation(s) During
Past 5 Years

Number of
Portfolios in
Fund
Complex
Overseen
by Officer

John E. Deitelbaum
Age: 40

Vice President
Secretary and Chief Legal Officer

Since
2006
(2006-2008)

Corporate Vice President and Associate General Counsel (since 2007), Vice President and Associate General Counsel (2006-2007), Second Vice President and Associate General Counsel (2000-2006), MassMutual; Vice President (since 2006), Secretary and Chief Legal Officer (2006-2008), MassMutual Select Funds (open-end investment company); Vice President (since 2006), Clerk and Chief Legal Officer (2006-2008), MassMutual Premier Funds (open-end investment company); Vice President (since 2006), Clerk and Chief Legal Officer (2006-2008), MML Series Investment Fund II (open-end investment company).

Eric H. Wietsma
Age: 42

Vice President

Since
2006

Corporate Vice President (since 2007), Vice President (2005-2007), MassMutual; Vice President (1999-2005), Hartford Life Insurance Company; President (since 2008), Vice President (2006-2008), MassMutual Select Funds (open-end investment company); President (since 2008), Vice President (2006-2008), MassMutual Premier Funds (open-end investment company); Vice President (since 2006), MML Series Investment Fund II (open-end investment company).

* The address of each Trustee and Principal Officer is the same as that for the Trust; 1295 State Street, Springfield, Massachusetts 01111.

** Each Trustee of the Trust serves until the next meeting of shareholders called for the purpose of electing Trustees and until the election and qualification of his successor or until he dies, resigns or is removed. Notwithstanding the foregoing, unless the Trustees determine that it is desirable and in the best interest of the Trust that an exception to the retirement policy of the Trust be made, a Trustee shall retire and cease to serve as a Trustee upon the conclusion of the calendar year in which such Trustee attains the age of seventy-two years. However, any Trustee who attained the age of seventy-two years during 2007 shall retire and cease to serve as a Trustee on or before December 31, 2009.

The Chairperson is elected to hold such office for a term of three years or until his or her successor is elected and qualified to carry out the duties and responsibilities of his or her office, or until he or she retires, dies, resigns, is removed or becomes disqualified.

*** Board II Oppenheimer Funds is deemed to be part of the Fund Complex because it is managed by OppenheimerFunds, Inc., an indirect subsidiary of MassMutual.

^ Mr. Joyal is an "Interested Person," as that term is defined in the 1940 Act, through his position as a director of Jefferies Group, Inc., a broker-dealer that may execute portfolio transactions and/or engage in principal transactions with the Funds, other investment companies advised by MassMutual or holding themselves out to investors as related companies for purposes of investment or investor services, or any other advisory accounts over which MassMutual has brokerage placement discretion.

^^ MassMutual Participation Investors and MassMutual Corporate Investors are deemed to be a part of the Fund Complex because they are managed by Babson Capital Management LLC, an indirect subsidiary of MassMutual.

^^^ Ms. Sarsynski is an Interested Person through her employment with MassMutual.

# The President, Treasurer and Secretary are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she dies, resigns, is removed or becomes disqualified. Each other officer shall hold office at the pleasure of the Trustees.

Federal Tax Information (Unaudited)

For corporate shareholders, a portion of the ordinary dividends paid during the Fund(s)' year ended December 31, 2008 qualified for the dividends received deduction, as follows:

Fund Name				Dividends Received Deduction
NASDAQ-100 Fund					100.00	%

Under Section 854(b)(2) of the Code, the Fund(s) hereby designate the following maximum amounts as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the year ended December 31, 2008:

Fund Name				Qualified Dividend Income
NASDAQ-100 Fund					100.00	%

Other Information (Unaudited)

Fund Expenses December 31, 2008

Expense Examples:				The following information is in regards to expenses for the six months ended December 31, 2008: As a shareholder of the Funds, you incur ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested for the six months ended December 31, 2008.

Actual Expenses:				The first four columns of the table below provide information about actual account values and actual expenses. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Operating Expenses Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes:				The last two columns of the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the last two columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Value		Annualized Expense Ratio			Ending Value (Based on Actual Returns and Expenses)		Operating Expenses Incurred*		Ending Value (Based on Hypothetical Returns and Expenses)		Operating Expenses Incurred*
Large Cap Value Fund
Initial Class	$	1,000		0.86	%	$	681.90	$	3.64	$	1,020.80	$	4.37
Service Class**		1,000		1.12	%		693.10		3.60		1,014.70		5.67
Equity Index Fund
Class I		1,000		0.46	%		713.90		1.98		1,022.80		2.34
Class II		1,000		0.30	%		714.60		1.29		1,023.60		1.53
Class III		1,000		0.16	%		714.40		0.69		1,024.30		0.81
Service Class I**		1,000		0.70	%		704.40		2.27		1,016.30		3.55
Growth Equity Fund
Initial Class		1,000		0.91	%		643.70		3.76		1,020.60		4.62
Service Class**		1,000		1.16	%		634.40		3.60		1,014.60		5.87
NASDAQ-100 Fund
Initial Class		1,000		0.56	%		661.00		2.34		1,022.30		2.85
Service Class**		1,000		0.81	%		617.20		2.49		1,015.90		4.10

Other Information (Unaudited) (Continued)

	Beginning Value		Annualized Expense Ratio			Ending Value (Based on Actual Returns and Expenses)		Operating Expenses Incurred*		Ending Value (Based on Hypothetical Returns and Expenses)		Operating Expenses Incurred*
Small Cap Growth Equity Fund
Initial Class	$	1,000		1.17	%	$	697.80	$	4.99	$	1,019.30	$	5.94
Service Class**		1,000		1.43	%		661.80		4.51		1,013.60		7.24
Emerging Growth Fund
Initial Class		1,000		1.25	%		605.60		5.04		1,018.90		6.34
Service Class**		1,000		1.50	%		639.90		4.67		1,013.30		7.59

* Expenses are calculated using the annualized expense ratio for the six months ended December 31, 2008, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year, unless stated otherwise.

** Actual expenses are calculated using the annualized expense ratio, multiplied by the average account value over the period from inception of the Class on August 15, 2008, through December 31, 2008, multiplied by the number of days in the inception period and divided by the number of days in the year. Hypothetical expenses are calculated using the annualized expense ratio, multiplied by the average account value for the six months ended December 31, 2008, multiplied by the number of days in the six month period and divided by the number of days in the year.

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Distributor
MML Distributors, LLC
1295 State Street
Springfield, MA 01111-0001

© 2009 Massachusetts Mutual Life Insurance Company, Springfield, MA. All rights reserved. www.massmutual.com. MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company (MassMutual) and its affiliated companies and sales representatives.

L4540 209 RI01829

MML Series Investment Fund

Annual Report

MML Asset Allocation Fund

MML Equity Income Fund

MML Income & Growth Fund

MML Growth & Income Fund

MML Blue Chip Growth Fund

MML Large Cap Growth Fund

MML Concentrated Growth Fund

MML Mid Cap Value Fund

MML Mid Cap Growth Fund

MML Small/Mid Cap Value Fund
(formerly known as MML Small Cap Value Fund)

MML Small Cap Index Fund

MML Global Fund

MML Foreign Fund

MML Conservative Allocation Fund

MML Balanced Allocation Fund

MML Moderate Allocation Fund

MML Growth Allocation Fund

MML Aggressive Allocation Fund

MML American Funds^® Core Allocation Fund

MML American Funds^® Growth Fund

MML American Funds^® International Fund

This annual report pertains to certain funds offered through the Series. Your variable product prospectus will list which of these funds are available through your variable product.

December 31, 2008

Table of Contents

President's Letter to Shareholders					1

Economic and Market Review					3

Portfolio Manager Reports					7

Portfolio of Investments

MML Asset Allocation Fund					71

MML Equity Income Fund					79

MML Income & Growth Fund					81

MML Growth & Income Fund					84

MML Blue Chip Growth Fund					86

MML Large Cap Growth Fund					88

MML Concentrated Growth Fund					89

MML Mid Cap Value Fund					90

MML Mid Cap Growth Fund					92

MML Small/Mid Cap Value Fund (formerly known as MML Small Cap Value Fund)					96

MML Small Cap Index Fund					98

MML Global Fund					105

MML Foreign Fund					108

MML Conservative Allocation Fund					110

MML Balanced Allocation Fund					111

MML Moderate Allocation Fund					112

MML Growth Allocation Fund					113

MML Aggressive Allocation Fund					114

MML American Funds Core Allocation Fund					115

MML American Funds Growth Fund					116

MML American Funds International Fund					117

Statements of Assets and Liabilities					118

Statements of Operations					130

Statements of Changes in Net Assets					136

Financial Highlights					146

Notes to Financial Statements					167

Report of Independent Registered Public Accounting Firm					195

Trustees and Officers (Unaudited)					196

Federal Tax Information (Unaudited)					200

Other Information (Unaudited)					201

MML Series Investment Fund – President's Letter to Shareholders

To Our Shareholders

December 31, 2008

Richard J. Byrne

The economic challenges of 2008 remain, but maintaining a long-term approach is still critical

What retirement investors can do in today's challenging environment

Keep your eye on the future

(Continued)

MML Series Investment Fund – President's Letter to Shareholders (Continued)

I thank you for your continued confidence in MassMutual.

Sincerely,