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: 12/31/2011

Date of reporting period: 12/31/2011

Item 1. Reports to Stockholders.

Table of Contents

President’s Letter to Shareholders	1
Economic and Market Review	3
Portfolio Manager Reports	6
Portfolio of Investments
MML Blue Chip Growth Fund	24
MML Emerging Growth Fund	27
MML Equity Index Fund	29
MML Large Cap Value Fund	36
MML NASDAQ-100® Fund	39
MML Small Cap Growth Equity Fund	42
Statements of Assets and Liabilities	46
Statements of Operations	50
Statements of Changes in Net Assets	52
Financial Highlights	56
Notes to Financial Statements	60
Report of Independent Registered Public Accounting Firm	80
Trustees and Officers (Unaudited)	81
Federal Tax Information (Unaudited)	85
Other Information (Unaudited)
Proxy Voting	86
Quarterly Reporting	86
Trustees’ Approval of Investment Advisory Contracts	86
Submission of Matters to a Vote of Security Holders	88
Fund Expenses	95

This material must be preceded or accompanied by a current prospectus (or summary prospectus, if available) 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 (or summary prospectus, if available). Read it carefully before investing.

MML Series Investment Fund – President’s Letter to Shareholders

To Our Shareholders

Richard J. Byrne

“MassMutual focuses on the long term and encourages retirement investors to do the same – and to keep an appropriate perspective despite short-term changes in the markets or day-to-day events that may seem unsettling. As we observed again in 2011, financial markets can be extremely volatile, but it is important to remember that changing market conditions have the potential to reward patient investors.”

December 31, 2011

Retirement investors face ongoing market volatility

I am pleased to present you with the MML Series Investment Fund Annual Report, covering the year ended December 31, 2011. The year posed ongoing challenges for many investors, with periods of high volatility driven by ongoing fiscal instability and geopolitical unrest in certain regions characterizing much of the period.

In MassMutual’s view, the uncertain market environment we witnessed in 2011 underscores the importance of maintaining a long-term investment plan designed to suit your investment time horizon and tolerance for risk and monitoring. We also believe in the value of making changes to your plan when appropriate, but not in response to short-term changes in the markets or the economic climate.

Suggestions for retirement investors under any market conditions

Be in it for the long term

History has shown that while markets tend to react negatively to unexpected shocks or unfavorable news, they also have the potential to regain value quickly. Remember, just like any other asset, if you’re holding an investment that has fallen in price, you don’t realize a loss until you sell it. In fact, during market lows, you can often buy quality investments at more reasonable prices than when markets are rallying.

Continue to invest

Sophisticated investors and financial professionals know that individuals who can weather down periods in the market may be rewarded if they continue to invest when shares are trading at lower prices, especially relative to investors who do not continue to invest during down markets.*

Monitor your asset allocation and diversify

Stocks, bonds, and short-term/money market investments are asset classes that typically behave differently depending upon the economic and market environment. These broad asset classes contain an even greater array of asset sub-categories (such as small-cap stocks, international stocks, and high-yield bonds). Most financial professionals agree that investors can help themselves take advantage of different opportunities in the market and reduce their risk of over-exposure to one or two poorly performing asset types by selecting a number of investments that represent a mix of asset classes and sub-categories.*

Keep it in the proper perspective

We believe doing business with MassMutual is the sign of a good decision. MassMutual focuses on the long term and encourages retirement investors to do the same – and to keep an appropriate perspective despite short-term changes in the markets or day-to-day events that may seem unsettling. As we observed again in 2011, financial markets can be extremely volatile, but it is important to remember that changing market conditions have the potential to reward patient investors.

* Systematic investing and asset allocation do not ensure a profit or protect against loss in a declining market. Systematic investing involves continuous investment in securities regardless of fluctuating price levels. Investors should consider their ability to continue investing through periods of low price levels.

(Continued)

1

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

This could be an ideal time to contact your financial professional to help you evaluate and fine-tune your retirement-planning strategy, taking into consideration your investment time frame and risk tolerance. Your financial professional can also help you ensure you’re on track to reach your retirement income goals.

Thank you for your continued confidence and trust in MassMutual.

Sincerely,

Richard J. Byrne

President

The information provided is the opinion of MassMutual Retirement Services Investment Services as of 1/1/12 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.

2

MML Series Investment Fund – Economic and Market Review

December 31, 2011

Financial markets produce mixed results amid continued volatility; bright spots emerge

Stocks and bonds in the United States produced mixed results for 2011. One-year performance numbers masked a great deal of volatility throughout the period, as political and economic problems worldwide kept investors on edge for much of the year. Foreign equity markets trailed their U.S. counterparts, with ongoing problems on the world stage driving international stocks into negative territory for the year.

Certain economic indicators continued to concern economists during the period, but the U.S. economic outlook appeared to improve somewhat. Unemployment remained stubbornly high, although there were some bright spots in certain data releases. The housing market mainly continued to struggle but gained some ground later in the year. Home prices throughout the country generally continued their decline and ran in lockstep with reduced volume in contract signings, but some positive signals drove optimism in parts of the country, particularly the South and West, and provided some encouragement to sellers in the otherwise challenging real estate environment. In 2011, the price of oil started at approximately $90 per barrel, rose steadily and peaked in April at more than $116, and finished the year at about $103.

The Federal Reserve (the “Fed”) kept interest rates at historically low levels, with the federal funds rate remaining at 0.0% to 0.25%, in an ongoing attempt to stimulate the economy. (The federal funds rate is the interest rate that banks and other financial institutions charge each other for borrowing funds overnight.) The Fed reaffirmed its intention to keep the federal funds rate exceptionally low for an “extended period” repeatedly in 2011, pledging to keep short-term rates low at least until mid-2013. Fed efforts to stimulate the economy included a second round of quantitative easing via targeted bond purchases (known as QE2), which had begun in November 2010 and ended along with the second quarter in June 2011. Additionally, in October 2011, the Fed implemented “Operation Twist,” which further aims to boost economic growth by causing long-term interest rates to decline. The plan involves shifting some of the central bank’s holdings from shorter-maturity Treasuries to those with longer maturities.

The United States government’s long-term fiscal situation garnered increasingly frequent headlines focused on the budget and the ongoing debate over where to cut federal spending. Partisan Congressional wrangling over the debt ceiling increase in the summer of 2011 contributed to an already volatile market environment, and an overall lack of progress on economic matters by U.S. legislators left investors with little confidence that the current Congress will reach an agreement about any significant legislation likely to benefit the U.S. economy.

Market performance

In this environment of market volatility, bonds and equities turned in mixed performances for the year ended December 31, 2011, with bonds generally outperforming stocks. The Dow Jones Industrial Average^SM (the “Dow”), a well-known measure of blue-chip stock performance, advanced 5.53%. The S&P 500^® Index (the “S&P 500”), which measures the progress of large-capitalization stocks in the U.S., returned a more modest 2.11%. On the negative side, the small-capitalization Russell 2000^® Index dropped 4.18%, while technology stock benchmark the NASDAQ Composite^® Index (“NASDAQ”) declined 1.80%. Worldwide equity markets saw even steeper losses, as the MSCI^® EAFE^® Index, a barometer for foreign stocks in developed markets, dropped 12.14%. The MSCI Emerging Markets Index, a measure of the performance of emerging stock markets throughout the world, fell 18.42%.

Fixed-income benchmarks substantially outperformed most equity counterparts during the year. The Barclays Capital U.S. Aggregate Bond Index, a broad measure of the U.S. investment-grade bond markets, gained 7.84%. Treasury bills gained just 0.08%, as measured by the Citigroup 3-Month Treasury Bill Index. In addition, the Barclays Capital U.S. 1-3 Year Government Bond Index, which measures the performance of short-term U.S. government bonds, returned 1.56%. The standout in the fixed-income arena was the Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), a measure of the broad performance of U.S. Treasury inflation-indexed bonds, which advanced 13.56% for the year.*

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

3

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

First quarter of 2011 presents mixed financial news

Despite considerable volatility later in the first quarter of 2011, stock prices advanced in the midst of conflicts in the Middle East and the catastrophic one-two-three punch of an earthquake, tsunami, and nuclear accident in Japan. Share prices received some support from the Fed’s second round of quantitative easing, and from further improvements in some U.S. economic data, which indicated continued modest growth and a reduction in unemployment.

Reports released during the first quarter of 2011 indicated that the U.S. economy had grown 3.1% during the fourth quarter of 2010. There was also some progress on the jobs front, with unemployment falling from 9.4% in December 2010 to 8.9% in February 2011, the last month for which data became available during the quarter. That said, unemployment continued to remain stubbornly high. Finally, numerous data releases showed that the housing market continued to be depressed.

Bonds outperform stocks in the second quarter as challenges continue

In the second quarter of 2011, bonds outperformed their equity counterparts in the U.S., as stock investors exhibited fresh concerns over the sustainability of the U.S. economic recovery and a possible resolution of Greece’s fiscal woes. In the bond market, Treasury yields declined (and prices rallied) as investors grew more pessimistic about the prospects for U.S. economic growth. The yield of the bellwether 10-year Treasury note fell, reflecting investors’ preference for the safety of U.S. Treasuries over riskier investments in the more challenging market environment. Bond prices move in the opposite direction of interest rates (or yields); when yields rise, the prices of existing bonds fall – and vice versa.

Second-quarter report releases indicated that the U.S. economy had grown at a 1.9% annual pace in the first quarter of 2011, which was slightly better than early forecasts, but weaker than the previous quarter. The economy typically expands by more than 3% annually during an economic recovery, the pace that economists consider necessary to bring down unemployment. Unfortunately, the unemployment figures for May, released early in June, showed a bump up to 9.1% from 9.0%, while non-farm payrolls increased by just 54,000, compared with 232,000 during April.

Third quarter: Bonds again outpace stocks; Fed announces new initiative

The U.S. stock market had a challenging third quarter, with most widely followed market indexes suffering double-digit losses. Worsening economic news in the U.S. and abroad, a downgrade of the U.S. sovereign credit rating, and Greece’s seemingly inexorable slide toward a default on its loans were key factors undermining investor sentiment. On August 1, Congress agreed to raise the U.S. debt ceiling and approved some deficit-reduction measures – narrowly missing an August 2 deadline that would have forced the nation into default. Shortly thereafter, citing Congress’s “political brinksmanship,” Standard & Poor’s lowered its credit rating for the United States from AAA to AA+, which triggered a wave of stock selloffs in the U.S. Another factor hampering stocks was a large downward revision in first-quarter economic growth in the U.S., as measured by gross domestic product (“GDP”), from 1.9% to 0.4%. The Fed announced that the $400 billion Operation Twist would begin in October. Unemployment for August 2011 remained at 9.1%, unchanged from the previous month, marking the fifth consecutive month with the U.S. jobless rate at a level of 9% or higher. Finally, corporate earnings remained strong, and economic growth strengthened in the third quarter, with GDP growth improving to a 2.5% annualized increase, following an anemic 1.3% in the second quarter.

Fourth quarter: Stocks advance strongly; unemployment data stabilizes

U.S. stocks strongly rebounded in the fourth quarter of 2011, with virtually all gains coming in October. One major factor aiding the rally was the prospect of further progress by European leaders toward solving that region’s sovereign debt crisis. In the bond market, Treasury yields spiked higher in October, but settled down to close the quarter little changed. Against the backdrop of renewed tolerance for risk, high-yield bonds were the fourth quarter’s big winners in the fixed-income market.

In contrast with Europe, the economic outlook for the United States appeared to be modestly improving. The federal government’s final estimate of economic growth for the third quarter, which was released in December, came in at 1.8% – down a bit from the previous 2.0% figure, although early indications for the fourth quarter pointed to a pace of roughly 3%. Moreover, an early December report indicated that the U.S. unemployment rate dropped to 8.6% in November from 9.0% in October, although the primary driver of that decline was a reduction in the number of unemployed individuals seeking work. Good news also came

4

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

from the number of first-time filers for unemployment insurance, which dropped to 364,000 for the week ending December 17, the lowest level of initial claims since April 2008.

While there remains quite a bit of progress to be made, there are some clear reasons for optimism on the horizon. For example, the Conference Board’s Consumer Confidence Index posted another strong gain in December, rising 9.5 points to 64.5 and building on November’s substantial 14.3-point increase. Receding fears of a new recession prompted the turnaround in this indicator, which had declined sharply from July through October. In addition, near year-end, there also were promising reports on retail sales, housing starts, and building permits.

Investors will continue to look for improving conditions in the U.S. economy; however, developments in the European debt situation and geopolitical shifts throughout the rest of the world will also play an important and ongoing role in the fortunes of the global financial markets in 2012.

The information provided is the opinion of MassMutual Retirement Services Investment Services as of 1/1/12 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.

5

MML Blue Chip Growth Fund – Portfolio Manager Report

What is the investment approach of MML Blue Chip Growth Fund, and who is the Fund’s subadviser?

The Fund seeks long-term capital growth. Income is a secondary objective. Under normal circumstances, the Fund invests at least 80% of net assets in the common stocks of large- and medium-sized blue chip growth companies. The Fund’s subadviser currently defines blue chip growth companies to mean firms that, in its view, are well-established in their industries and have the potential for above-average earnings growth. The Fund’s subadviser is T. Rowe Price Associates, Inc. (T. Rowe Price).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned 1.37%, underperforming the 2.64% 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 higher forecasted growth rates than securities in the value universe. The Fund also trailed the 2.11% return of the S&P 500^® Index, 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, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

The primary relative detractor from the Fund’s 2011 performance came from the energy sector, where the Fund had weak stock selection. Share prices of Fund holding Peabody Energy, the world’s largest private sector coal company, continued to slide on falling coal prices and concerns about slowing global demand. Falling oil prices weakened the stock price of Fund holding Schlumberger, the world’s largest oilfield services and equipment provider, as the company generally experiences more business demand when energy prices are high.

An underweight position, relative to the benchmark, in the consumer staples sector also hampered the Fund’s full-year results, as consumer staples was a top performer in the benchmark. As market volatility persisted during 2011, investors turned from risk toward more defensive sector positions such as consumer staples stocks.

Stock selection and an unfavorable overweight position in the poor-performing financials sector adversely affected the Fund’s relative results. Shares of Fund holding JPMorgan Chase fell on European debt concerns and macroeconomic issues in the United States. Fund holding Goldman Sachs also slid when the company experienced declining revenue from its investment banking and trading segments.

On the positive side, Fund holdings in information technology outperformed. MasterCard reported impressive transaction volume growth in its global payment network, particularly outside the United States, where more consumer spending is shifting from cash and checks to electronic payments. Increased consumer spending leading into the holiday season also helped fuel the credit-card giant’s stock performance, which benefited the Fund. Shares of Apple, the Fund’s overall top contributor for the year, rose on continued reports of strong growth.

Stock selection drove relative outperformance within industrials and business services, as Fund holding Fastenal, an industrial hardware supplier, reported strong sales, particularly among international and service end markets. This advantage, however, was partially offset by an unfavorable overweight position in the sector.

Subadviser outlook

We continue to look for slow to moderate economic growth in the United States, and although expectations have come down, we still expect stronger growth from developing markets. Corporate earnings growth continues to be healthy, U.S. economic indicators are improving, and low interest rates are a positive for equities. We believe the high-quality, consistent-growth companies that the Fund focuses on are especially attractive and could do well even in a modest economic recovery. However, investors may be hesitant to embrace economic recovery until U.S. policymakers develop a credible plan for dealing with structural deficits and worries about potential contagion effects from the European sovereign debt crisis subside.

6

MML Blue Chip Growth Fund – Portfolio Manager Report (Continued)

MML Blue Chip Growth Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Apple, Inc.	8.6	%
Google, Inc. Class A	5.8	%
Amazon.com, Inc.	3.8	%
Danaher Corp.	3.3	%
MasterCard, Inc. Class A	2.8	%
Praxair, Inc.	2.4	%
QUALCOMM, Inc.	2.3	%
Baidu, Inc. Sponsored ADR (Cayman Islands)	2.3	%
Priceline.com, Inc.	2.2	%
American Tower Corp. Class A	2.2	%
	35.7	%

MML Blue Chip Growth Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Communications	23.8	%
Consumer, Cyclical	16.4	%
Consumer, Non-cyclical	13.6	%
Industrial	13.3	%
Technology	13.0	%
Energy	7.7	%
Financial	7.6	%
Basic Materials	3.9	%
Mutual Funds	0.0	%
Total Long-Term Investments	99.3	%
Short-Term Investments and Other Assets and Liabilities	0.7	%
Net Assets	100.0	%

7

MML Blue Chip Growth Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Blue Chip Growth Fund Initial Class, the Russell 1000 Growth Index, and the S&P 500 Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		1.37%		1.68%		2.54%
Russell 1000 Growth Index*		2.64%		2.50%		3.25%
S&P 500 Index		2.11%		-0.25%		1.41%

Hypothetical Investments in MML Blue Chip Growth Fund Service Class, the Russell 1000 Growth Index, and the S&P 500 Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		1.07%		1.78%
Russell 1000 Growth Index*		2.64%		3.52%+
S&P 500 Index		2.11%		1.66%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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 Russell 1000 Growth Index and the S&P 500 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.

8

MML Emerging Growth Fund – Portfolio Manager Report

What is the investment approach of MML Emerging Growth Fund, and who is the Fund’s subadviser?

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. Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities (primarily common stocks) of emerging growth companies. The Fund’s subadviser is Essex Investment Management Company, LLC (Essex).

Shareholders of MML Emerging Growth Fund have approved a plan of liquidation for the MML Series Investment Fund with respect to the Fund, pursuant to which the Fund will be liquidated on or about April 27, 2012, and the liquidation proceeds of the Fund will be distributed to the appropriate MassMutual or C.M. Life Insurance Company separate accounts invested in the Fund.

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned -6.61%, underperforming the -2.91% 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 higher forecasted growth rates than securities in the value universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

Throughout the year, the Fund’s positioning reflected our confidence in the macroeconomic outlook. Although the third quarter was difficult for many of the Fund’s cyclically sensitive holdings, our optimism about the U.S. economy’s ability to surpass investor expectations was clearly evident in the Fund’s holdings in producer durables, which delivered strong returns in the fourth quarter. The Fund was positioned for growth, and Fund holdings in railroad equipment, agricultural and industrial machinery, and professional staffing were notable outperformers.

Unfortunately, our correct economic assessment did not as easily translate to outperformance for the entire Fund. Although Fund holdings generally reported strong fundamental results during the year, relative returns were hindered by limited investor focus on Fund holdings in underfollowed small-capitalization stocks with relatively low trading volumes.

On a sector-specific basis, the Fund’s consistently underweight position, relative to the benchmark, in consumer discretionary stocks reflects our cautious assessment of consumer spending. The Fund’s conservative stance led to its emphasis on non-apparel retail companies offering a strong value message, and strong stock selection in the sector reflected this positioning. Ulta Salon Cosmetics & Fragrance, Inc. was the Fund’s top contributor for the year. Shares of Ulta reached an all-time high during the period after the company consistently reported stronger-than-expected results. In the financials sector, the Fund avoided banks, which was beneficial to performance. The Fund’s focus on other areas within the sector also aided returns, as ATM operator Cardtronics, Inc. consistently reported impressive results. Alliance Data Systems, Corp. had very strong gains for the year as well, with the company reporting improved credit metrics and solid growth trends.

In the energy sector, returns varied dramatically, and while the Fund’s underweight position was additive to returns, stock selection detracted during the period. The Fund’s exposure to oil services was detrimental to third-quarter performance, when those shares were especially hard hit by macroeconomic concerns. Oil services companies then surged in the fourth quarter as commodity prices rebounded, and the Fund’s position in Dawson Geophysical Co. recovered, adding value for the period. The Fund’s exposure to alternative energy hindered energy returns, which were weak over the period due to investor worries about declining prices, European exposure, and changes in government subsidies.

Technology was a leader in the market over the first three quarters of the period as risk aversion waned. For the year, the Fund’s strong stock selection in electronic components and communications technology was unable to overcome weak stock selection in software. Holdings in Acacia Research, Corp., Aruba Networks, Inc., and SuccessFactors, Inc. were standouts. In software, the

9

MML Emerging Growth Fund – Portfolio Manager Report (Continued)

Fund’s exposure to telecommunications equipment detracted from performance during the fourth quarter, as carrier spending slowed materially in the wake of the AT&T and T-Mobile possible-merger announcement.

Subadviser outlook

In our view, fiscal year 2011 left unusually attractive valuations for some companies and created compelling opportunities. Despite challenges throughout the year, we are enthusiastic about the future. Following a down year, holdings within the Russell 2000 Index may bounce back sharply, and we are optimistic about the potential for overall returns in 2012. We also note that small-cap outperformance cycles have tended to persist for two decades, suggesting that investors’ recent turn towards larger-cap stocks may be a temporary anomaly driven by extraordinary macroeconomic uncertainty. Correlations have already begun to improve, resulting in a better environment for stock picking, and the Fund’s process continues to identify companies at an inflection point in their growth rates.

MML Emerging Growth Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Wabtec Corp.	3.3	%
Acacia Research—Acacia Technologies	2.5	%
Anixter International, Inc.	2.5	%
Thoratec Corp.	2.3	%
Cardtronics, Inc.	2.2	%
Alliance Data Systems Corp.	2.2	%
Myriad Genetics, Inc.	2.1	%
PAREXEL International Corp.	2.1	%
Rockwood Holdings, Inc.	2.1	%
Ulta Salon Cosmetics & Fragrance, Inc.	1.9	%
	23.2	%

MML Emerging Growth Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Non-cyclical	33.5	%
Industrial	15.0	%
Technology	13.4	%
Communications	12.6	%
Consumer, Cyclical	8.2	%
Financial	7.3	%
Energy	5.9	%
Basic Materials	3.3	%
Total Long-Term Investments	99.2	%
Short-Term Investments and Other Assets and Liabilities	0.8	%
Net Assets	100.0	%

10

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 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Ten Year Average Annual 1/1/02 - 12/31/11
Initial Class		-6.61%		-2.12%		-0.84%
Russell 2000 Growth Index		-2.91%		2.09%		4.48%

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-6.82%		-5.25%
Russell 2000 Growth Index		-2.91%		2.47%+

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

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/2/08.

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 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.

11

MML Equity Index Fund – Portfolio Manager Report

What is the investment approach of MML Equity Index Fund, and who is the Fund’s subadviser?

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 “index”). Under normal circumstances, the Fund invests at least 80% (and, typically, substantially all) of its net assets in the equity securities of companies included within the index. The Fund’s subadviser is Northern Trust Investments, Inc. (NTI).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Class I shares returned 1.71%, lagging the 2.11% return of the index, 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, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

The Fund’s underperformance versus the index is mainly attributable to the impact of fees and expenses necessary for the management and operation of the Fund. The index is not subject to fees or expenses, and it is not possible to invest directly in the index.

In 2011, large-capitalization stocks outperformed their small-cap counterparts. For the year, the best-performing sector in the index was utilities, which returned 19.91%. Consumer staples and health care gained 13.99% and 12.73%, respectively. The worst performers were financials, which declined 17.06%, and materials, which dropped 9.75%.

U.S. stocks finished 2011 relatively flat after consistently high levels of volatility. The year started well, as U.S. markets gained through February, but the combination of the earthquake in Japan and political uprisings across North Africa halted the rise in equity prices. Markets remained flat into the summer, but concerns began to mount about attempts to rescue Greece and other peripheral euro zone nations. Sovereign debt yields began to rise steadily in Spain and Italy.

In early August, volatility spiked and the index sank more than 200 points in a matter of days when credit rating agency Standard & Poor’s downgraded U.S. sovereign debt to a rating of AA+ following a near default resulting from a Congressional stalemate. The European crisis then came to a head, as investors worried about the solvency of core European banks, which had been effectively cut off by U.S. dollar funding. As a result, the index fell dramatically through September, reaching a low of 1100. The U.S. Federal Reserve (the “Fed”) decided that the American economy needed another boost. Consequently, the Fed implemented “Operation Twist,” by beginning a program of buying longer-dated U.S. Treasury securities and selling shorter-dated ones, all in an effort to drive down long-term interest rates. Market volatility remained high; however, and it became clear that investors were reacting almost exclusively to European headlines.

In November, European leaders announced their intention to create a comprehensive solution to the crisis involving closer fiscal ties between the members, and the market rallied dramatically. Volatility, as measured by the Chicago Board Options Exchange (CBOE) S&P 500 Volatility Index (VIX) gradually fell to a relatively normal level of 23.40 at year end. The rally in the market continued through December, and the index finished slightly higher (including the impact of reinvested dividends) than where it had started at the beginning of 2011.

Subadviser outlook

Numerous forces will continue to influence the direction that the market takes throughout 2012. These include developments in the European debt crisis, the state of the economy in the United States, the outcome of the U.S. presidential election, and the direction that the U.S. Congress takes with respect to the debt ceiling, the growing deficit, and tax policy, to name just a few. We believe, however, that the Fund continues to be positioned to pursue returns that are consistent with those of the index.

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

12

MML Equity Index Fund – Portfolio Manager Report (Continued)

MML Equity Index Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Exxon Mobil Corp.	3.5	%
Apple, Inc.	3.3	%
International Business Machines Corp.	1.9	%
Chevron Corp.	1.8	%
Microsoft Corp.	1.7	%
General Electric Co.	1.6	%
The Procter & Gamble Co.	1.6	%
AT&T, Inc.	1.6	%
Johnson & Johnson	1.6	%
Pfizer, Inc.	1.4	%
	20.0	%

MML Equity Index Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Non-cyclical	22.3	%
Technology	13.0	%
Financial	13.0	%
Energy	12.2	%
Communications	11.3	%
Industrial	10.6	%
Consumer, Cyclical	8.8	%
Utilities	3.7	%
Basic Materials	3.5	%
Diversified	0.1	%
Total Long-Term Investments	98.5	%
Short-Term Investments and Other Assets and Liabilities	1.5	%
Net Assets	100.0	%

13

MML Equity Index Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Ten Year Average Annual 1/1/02 - 12/31/11
Class I		1.71%		-0.63%		2.51%
Class II		1.84%		-0.47%		2.68%
Class III		1.96%		-0.33%		2.81%
S&P 500 Index		2.11%		-0.25%		2.92%

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class I		1.47%		0.80%
S&P 500 Index		2.11%		1.66%+

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

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/2/08.

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 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.

14

MML Large Cap Value Fund – Portfolio Manager Report

What is the investment approach of MML Large Cap Value Fund, and who is the Fund’s subadviser?

The Fund seeks both capital growth and income by investing primarily in large-capitalization companies that the Fund’s subadviser believes are undervalued. Under normal circumstances, the Fund will invest at least 80% of its net assets in common stocks of companies with market capitalizations at the time of purchase of at least $5 billion. The Fund’s subadviser is Davis Selected Advisers, L.P. (Davis).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned -3.94%, trailing the 2.11% 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 0.39% 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 lower forecasted growth rates than securities in the growth universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

The Fund’s materials companies were the most significant detractors from performance on both an absolute basis and relative to the benchmark – which was amplified by an overweight position, relative to the benchmark, in this weak-performing sector. On a stock-specific basis, Fund holdings Sino-Forest and Sealed Air were among the largest detractors from Fund performance.

The Fund had more invested in financial companies than in any other sector – and these holdings turned out to be the second-largest detractors from the Fund’s absolute annual performance. The Fund’s financial companies outperformed the corresponding sector within the benchmark, but relative performance was offset somewhat by the Fund’s overweight position in this poor-performing sector. Fund holding American Express was among the most important contributors to performance. Conversely, Fund positions in Bank of New York Mellon and Wells Fargo were among the most significant detractors.

The Fund’s holdings in energy companies also hampered performance on both an absolute basis and relative to the benchmark – as those stocks significantly underperformed the corresponding sector within the benchmark. During the year, Fund holding Eog Resources was among the most important contributors to performance, whereas Fund positions in Devon Energy, Canadian Natural Resources, and Transocean detracted the most from Fund results within this sector.

On the positive side, consumer staples companies made important contributions to performance on both an absolute and relative basis, as Fund holdings within the sector outperformed the corresponding sector within the benchmark. The Fund also benefited from an overweight position in this strong-performing sector. CVS Caremark, Costco Wholesale, and Philip Morris International were among the Fund holdings that were standouts on a stock-specific basis.

While the benchmark increased little over the year, individual sectors within the benchmark advanced by as much as 20% (utilities) or decreased by as much as 17% (financials). The sectors within the benchmark that turned in the strongest performance over the year were utilities, consumer staples, and health care. The sectors that turned in the weakest performance were financials, materials, and industrials.

Subadviser outlook

The Fund’s long-term focus, from an investment standpoint, has typically resulted in low turnover of holdings and a measured reaction to past short-term performance from individual holdings on either the upside or the downside. The Fund’s investment strategy is to perform extensive research to buy durable companies at a discount to their intrinsic values and to hold them for the long term. We focus deliberately on the future, considering each company’s long-term business fundamentals.

15

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

Consistent with the Fund’s low-turnover strategy, as of December 31, 2011, only two companies had dropped out of the Fund’s top 10 holdings (compared to the end of 2010). Google and Johnson & Johnson replaced Devon Energy and Occidental Petroleum among the top 10 Fund holdings.

MML Large Cap Value Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Costco Wholesale Corp.	5.4	%
Wells Fargo & Co.	5.4	%
CVS Caremark Corp.	5.3	%
American Express Co.	5.2	%
EOG Resources, Inc.	4.4	%
Bank of New York Mellon Corp.	4.1	%
Loews Corp.	3.2	%
Google, Inc. Class A	3.1	%
Merck & Co., Inc.	3.0	%
Johnson & Johnson	3.0	%
	42.1	%

MML Large Cap Value Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Financial	30.4	%
Consumer, Non-cyclical	18.5	%
Consumer, Cyclical	15.0	%
Energy	12.3	%
Communications	6.3	%
Basic Materials	4.3	%
Technology	4.0	%
Industrial	3.0	%
Diversified	1.1	%
Total Long-Term Investments	94.9	%
Short-Term Investments and Other Assets and Liabilities	5.1	%
Net Assets	100.0	%

16

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 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Ten Year Average Annual 1/1/02 - 12/31/11
Initial Class		-3.94%		-2.24%		3.07%
S&P 500 Index*		2.11%		-0.25%		2.92%
Russell 1000 Value Index		0.39%		-2.64%		3.89%

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-4.14%		-0.90%
S&P 500 Index*		2.11%		1.66%+
Russell 1000 Value Index		0.39%		0.02%+

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

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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.

17

MML NASDAQ-100^® Fund – Portfolio Manager Report

What is the investment approach of MML NASDAQ-100^® Fund, and who is the Fund’s subadviser?

The Fund seeks to approximate as closely as practicable (before fees and expenses) the total return of the NASDAQ-100 Index^® (the “index”). Under normal circumstances, the Fund invests at least 80% (and, typically, substantially all) of its net assets in the equity securities of companies included in the index. The Fund’s subadviser is Northern Trust Investments, Inc. (NTI).

Shareholders of MML NASDAQ-100^® Fund have approved a plan of liquidation for the MML Series Investment Fund with respect to the Fund, pursuant to which the Fund will be liquidated on or about April 27, 2012, and the liquidation proceeds of the Fund will be distributed to the appropriate MassMutual or C.M. Life Insurance Company separate accounts invested in the Fund.

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned 3.29%, outperforming the 2.70% return of the index. The 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, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

The Fund outperformed the index in 2011 because of payments the Fund received as a result of the settlement of a class action lawsuit against Adelphia Communications, one of the Fund’s former holdings. The Fund’s performance includes the impact of fees and expenses necessary for the management and operation of the Fund. The index is not subject to fees or expenses, and it is not possible to invest directly in the index.

The best-performing sector within the index for the year was consumer staples, which returned 10.05%. Health care gained 7.93%, and consumer discretionary advanced 7.00%. The worst performers were industrials and telecommunication services, which declined 10.15% and 6.27%, respectively.

U.S. stocks finished 2011 relatively flat after consistently high levels of volatility. The year started well, as U.S. markets gained through February, but the combination of the earthquake in Japan and political uprisings across North Africa halted the rise in equity prices. Markets remained flat into the summer, but concerns began to mount about attempts to rescue Greece and other peripheral euro zone nations. Sovereign debt yields began to rise steadily in Spain and Italy.

In early August, volatility spiked and the S&P 500 Index sank more than 200 points in a matter of days when credit rating agency Standard & Poor’s downgraded U.S. sovereign debt to a rating of AA+ following a near default resulting from a Congressional stalemate. The European crisis then came to a head, as investors worried about the solvency of core European banks, which had been effectively cut off by U.S. dollar funding. As a result, the S&P 500 Index fell dramatically through September, reaching a low of 1100. The U.S. Federal Reserve (the “Fed”) decided that the American economy needed another boost. Consequently, the Fed implemented “Operation Twist,” by beginning a program of buying longer-dated U.S. Treasury securities and selling shorter-dated ones, all in an effort to drive down long-term interest rates. Market volatility remained high; however, and it became clear that investors were reacting almost exclusively to European headlines.

In November, European leaders announced their intention to create a comprehensive solution to the crisis involving closer fiscal ties between the members, and the market rallied dramatically. Volatility, as measured by the Chicago Board Options Exchange (CBOE) S&P 500 Volatility Index (VIX) gradually fell to a relatively normal level of 23.40 at year end. The rally in the market continued through December, and the S&P 500 Index finished slightly higher (including the impact of reinvested dividends) than where it had started at the beginning of 2011.

18

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

Subadviser outlook

Numerous forces will continue to influence the direction that the market takes throughout 2012. These include developments in the European debt crisis, the state of the economy in the United States, the outcome of the U.S. presidential election, and the direction that the U.S. Congress takes with respect to the debt ceiling, the growing deficit, and tax policy, to name just a few. We believe, however, that the Fund continues to be positioned to pursue returns that are consistent with those of the index.

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 Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Apple, Inc.	14.7	%
Microsoft Corp.	8.6	%
Google, Inc. Class A	6.5	%
Oracle Corp.	5.1	%
Intel Corp.	4.8	%
Cisco Systems, Inc.	3.8	%
QUALCOMM, Inc.	3.6	%
Amazon.com, Inc.	3.1	%
Amgen, Inc.	2.2	%
Comcast Corp. Class A	1.9	%
	54.3	%

MML NASDAQ-100 Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Technology	45.9	%
Communications	29.3	%
Consumer, Non-cyclical	13.5	%
Consumer, Cyclical	7.2	%
Industrial	1.5	%
Basic Materials	0.5	%
Energy	0.1	%
Mutual Funds	0.1	%
Total Long-Term Investments	98.1	%
Short-Term Investments and Other Assets and Liabilities	1.9	%
Net Assets	100.0	%

19

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 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Ten Year Average Annual 1/1/02 - 12/31/11
Initial Class		3.29%		5.60%		3.80%
NASDAQ-100 Index		2.70%		5.33%		3.75%

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		2.81%		4.55%
NASDAQ-100 Index		2.70%		6.06%+

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

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/2/08.

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 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.

20

MML Small Cap Growth Equity Fund – Portfolio Manager Report

What is the investment approach of MML Small Cap Growth Equity Fund, and who are the Fund’s subadvisers?

The Fund seeks long-term capital appreciation by investing primarily in equity securities of smaller companies that the Fund’s subadvisers believe offer potential for long-term growth. Under normal circumstances, the Fund invests at least 80% of its net assets in the securities of companies whose market capitalizations at the time of purchase are within the market capitalization range of companies included in the Russell 2000^® Index or the S&P SmallCap 600 Index. The Fund’s subadvisers are Wellington Management Company, LLP (Wellington Management), which managed approximately 49% of the Fund’s portfolio; and Waddell & Reed Investment Management Company (Waddell & Reed), which was responsible for approximately 51% of the Fund’s portfolio, as of December 31, 2011.

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned -5.23%, behind the -2.91% 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 higher forecasted growth rates than securities in the value universe. Similarly, the Fund’s -5.23% return trailed the -4.18% 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, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

With respect to the Fund’s Wellington component, negative results from an underweight position, relative to the benchmark, in the top-performing utilities sector and an overweight position in the lagging consumer discretionary sector offset positive results from an overweight position in the information technology sector and an underweight position in the poor-performing materials sector.

Favorable stock selection played an important role in the Wellington component’s performance. On a stock-specific basis, top-performing stocks during the period on a relative basis included Fund holdings Regeneron Pharmaceuticals, WellCare Health Plan, and HealthSpring – all from the health care sector. The Fund’s stock selection was strongest within the information technology, telecommunication services, consumer staples, and health care sectors. These positive results were partially offset by negative results from stock selection within the industrials, consumer discretionary, energy, and materials sectors. Sector positioning in the Fund, which is a residual of the bottom-up stock selection process, also detracted from relative performance.

As a result of ongoing economic uncertainty, the Fund’s Waddell & Reed component experienced negative results from Fund holdings in cyclical industries, which did not perform well. On the other hand, the less-cyclical consumer staples and health care sectors performed better. Despite the cyclical industries’ lackluster results, the component benefited from its strong stock selection in the consumer and energy sectors, which both produced positive returns for the year. Two of the larger-weighted holdings in the consumer discretionary sector, Under Armour and Tempur-Pedic, did well, with their respective returns exceeding 20%. Within energy, Fund holding Core Laboratories was a strong standout and advanced nearly 30% for the year. Conversely, the two most troublesome sectors were financials and health care, which more than offset the positive stock contributors noted above.

Subadviser outlook

Wellington remains vigilant in making risk/reward assessments for current Fund holdings, while simultaneously searching for companies that appear to be overlooked by the market. At the end of the period, the Wellington component was most overweight in the telecommunication services and health care sectors.

Waddell & Reed continues to emphasize for its component a higher-quality bias and faster growth inclination on the firm’s view that securities with those attributes have the potential to be rewarded in today’s slower and uncertain growth environment. At year-end, the Waddell & Reed component held a slightly overweight position in the consumer discretionary sector based upon the sector’s domestic strength. The Fund also decreased the weighting in some health care companies that have demonstrated inconsistent execution.

21

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

MML Small Cap Growth Equity Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Wabtec Corp.	2.5	%
Dril-Quip, Inc.	2.3	%
Zoll Medical Corp.	2.2	%
Portfolio Recovery Associates, Inc.	2.2	%
Under Armour, Inc. Class A	2.0	%
MICROS Systems, Inc.	2.0	%
Acuity Brands, Inc.	1.8	%
Tempur-Pedic International, Inc.	1.8	%
DealerTrack Holdings, Inc.	1.6	%
Cyberonics, Inc.	1.6	%
	20.0	%

MML Small Cap Growth Equity Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Non-cyclical	21.0	%
Consumer, Cyclical	19.5	%
Industrial	15.8	%
Technology	13.0	%
Communications	10.7	%
Financial	9.5	%
Energy	6.3	%
Basic Materials	0.9	%
Mutual Funds	0.9	%
Utilities	0.7	%
Diversified	0.1	%
Total Long-Term Investments	98.4	%
Short-Term Investments and Other Assets and Liabilities	1.6	%
Net Assets	100.0	%

22

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 the Russell 2000 Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Ten Year Average Annual 1/1/02 - 12/31/11
Initial Class		-5.23%		1.57%		5.06%
Russell 2000 Growth Index*		-2.91%		2.09%		4.48%
Russell 2000 Index		-4.18%		0.15%		5.62%

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-5.43%		1.55%
Russell 2000 Growth Index*		-2.91%		2.47%+
Russell 2000 Index		-4.18%		1.51%+

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

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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 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.

23

MML Blue Chip Growth Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 99.3%
COMMON STOCK — 99.3%
Advertising — 0.2%
Omnicom Group, Inc.		16,400	$	731,112
Aerospace & Defense — 1.8%
The Boeing Co.		37,100		2,721,285
United Technologies Corp.		44,200		3,230,578
				5,951,863
Apparel — 2.1%
Nike, Inc. Class B		39,870		3,842,272
Ralph Lauren Corp.		23,900		3,300,112
				7,142,384
Auto Manufacturers — 0.0%
General Motors Co. (a)		1,800		36,486
Automotive & Parts — 0.6%
Johnson Controls, Inc.		63,800		1,994,388
Banks — 1.4%
Northern Trust Corp.		20,100		797,166
State Street Corp.		34,100		1,374,571
U.S. Bancorp		73,700		1,993,585
Wells Fargo & Co.		17,300		476,788
				4,642,110
Beverages — 0.2%
The Coca-Cola Co.		600		41,982
Hansen Natural Corp. (a)		6,300		580,482
				622,464
Biotechnology — 2.8%
Alexion Pharmaceuticals, Inc. (a)		17,600		1,258,400
Amgen, Inc.		820		52,652
Biogen Idec, Inc. (a)		30,900		3,400,545
Celgene Corp. (a)		66,900		4,522,440
				9,234,037
Chemicals — 3.9%
Air Products & Chemicals, Inc.		15,500		1,320,445
Ecolab, Inc.		6,100		352,641
Monsanto Co.		41,850		2,932,430
Potash Corp. of Saskatchewan, Inc.		2,400		99,072
Praxair, Inc.		74,230		7,935,187
The Sherwin-Williams Co.		2,300		205,321
				12,845,096
Coal — 0.4%
Peabody Energy Corp.		44,900		1,486,639
Commercial Services — 6.0%
MasterCard, Inc. Class A		24,790		9,242,208
McKesson Corp.		78,300		6,100,353
Visa, Inc. Class A		45,280		4,597,278
Weight Watchers International, Inc.		2,600		143,026

	Number of Shares		Value
Western Union Co.		1,300	$	23,738
				20,106,603
Computers — 10.3%
Accenture PLC Class A		38,050		2,025,401
Apple, Inc. (a)		71,120		28,803,600
EMC Corp. (a)		139,300		3,000,522
International Business Machines Corp.		3,100		570,028
				34,399,551
Cosmetics & Personal Care — 0.0%
The Procter & Gamble Co.		800		53,368
Distribution & Wholesale — 2.9%
Fastenal Co.		118,400		5,163,424
Fossil, Inc. (a)		22,900		1,817,344
W.W. Grainger, Inc.		13,900		2,601,941
				9,582,709
Diversified Financial — 5.5%
American Express Co.		91,350		4,308,979
Ameriprise Financial, Inc.		29,900		1,484,236
BlackRock, Inc.		1,000		178,240
The Charles Schwab Corp.		3,200		36,032
CME Group, Inc.		900		219,303
Franklin Resources, Inc.		56,650		5,441,799
The Goldman Sachs Group, Inc.		750		67,823
IntercontinentalExchange, Inc. (a)		21,550		2,597,853
Invesco Ltd.		153,000		3,073,770
JP Morgan Chase & Co.		17,800		591,850
TD Ameritrade Holding Corp.		17,100		267,615
				18,267,500
Electrical Components & Equipment — 0.2%
Emerson Electric Co.		15,300		712,827
Foods — 0.6%
Whole Foods Market, Inc.		26,900		1,871,702
Hand & Machine Tools — 0.2%
Stanley Black & Decker, Inc.		12,400		838,240
Health Care – Products — 1.0%
Baxter International, Inc.		23,100		1,142,988
Covidien PLC		7,800		351,078
Edwards Lifesciences Corp. (a)		2,100		148,470
Intuitive Surgical, Inc. (a)		50		23,151
Stryker Corp.		34,630		1,721,457
				3,387,144
Health Care – Services — 0.6%
Thermo Fisher Scientific, Inc. (a)		18,700		840,939
UnitedHealth Group, Inc.		20,700		1,049,076
				1,890,015
Insurance — 0.7%
Marsh & McLennan Cos., Inc.		20,900		660,858

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

24

MML Blue Chip Growth Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Prudential Financial, Inc.		30,900	$	1,548,708
				2,209,566
Internet — 17.2%
Amazon.com, Inc. (a)		72,350		12,523,785
Baidu, Inc. Sponsored ADR (Cayman Islands) (a)		64,900		7,558,903
eBay, Inc. (a)		111,300		3,375,729
Facebook, Inc. (a) (b)		57,635		1,795,163
Facebook, Inc. Class A (a) (b)		20,341		633,563
Google, Inc. Class A (a)		29,800		19,247,820
Groupon, Inc. (a)		26,100		538,443
Liberty Interactive Corp. Class A (a)		78,800		1,277,742
LinkedIn Corp. (a)		5,300		333,953
Priceline.com, Inc. (a)		15,700		7,343,047
Tencent Holdings Ltd.		137,800		2,773,250
				57,401,398
Leisure Time — 0.8%
Carnival Corp.		82,900		2,705,856
Lodging — 3.0%
Las Vegas Sands Corp. (a)		85,600		3,657,688
Marriott International, Inc. Class A		98,687		2,878,700
Starwood Hotels & Resorts Worldwide, Inc.		58,700		2,815,839
Wynn Resorts Ltd.		5,600		618,744
				9,970,971
Machinery – Construction & Mining — 0.7%
Caterpillar, Inc.		11,700		1,060,020
Joy Global, Inc.		17,900		1,341,963
				2,401,983
Machinery – Diversified — 0.5%
Cummins, Inc.		5,200		457,704
Deere & Co.		4,000		309,400
Roper Industries, Inc.		11,600		1,007,692
				1,774,796
Manufacturing — 4.2%
3M Co.		5,600		457,688
Danaher Corp.		233,160		10,967,846
General Electric Co.		17,100		306,261
Honeywell International, Inc.		38,900		2,114,215
				13,846,010
Media — 1.2%
Discovery Communications, Inc. Series C (a)		59,475		2,242,207
Time Warner, Inc.		133		4,807
The Walt Disney Co.		46,100		1,728,750
				3,975,764
Metal Fabricate & Hardware — 1.7%
Precision Castparts Corp.		33,700		5,553,423

	Number of Shares		Value
Mining — 0.0%
Freeport-McMoRan Copper & Gold, Inc.		100	$	3,679
Oil & Gas — 3.3%
Concho Resources, Inc. (a)		25,700		2,409,375
Devon Energy Corp.		500		31,000
EOG Resources, Inc.		33,890		3,338,504
EQT Corp.		20,900		1,145,111
Exxon Mobil Corp.		730		61,875
Occidental Petroleum Corp.		17,900		1,677,230
Pioneer Natural Resources Co.		8,900		796,372
Range Resources Corp.		25,100		1,554,694
				11,014,161
Oil & Gas Services — 4.0%
Baker Hughes, Inc.		28,000		1,361,920
Cameron International Corp. (a)		51,000		2,508,690
FMC Technologies, Inc. (a)		37,900		1,979,517
Halliburton Co.		5,900		203,609
Schlumberger Ltd.		105,700		7,220,367
				13,274,103
Pharmaceuticals — 2.7%
Allergan, Inc.		33,060		2,900,684
Cardinal Health, Inc.		60,700		2,465,027
Express Scripts, Inc. (a)		79,800		3,566,262
Gilead Sciences, Inc. (a)		3,300		135,069
Shire PLC Sponsored ADR (United Kingdom)		700		72,730
				9,139,772
Real Estate — 0.0%
CBRE Group, Inc. (a)		4,600		70,012
Retail — 7.0%
Bed Bath & Beyond, Inc. (a)		36,100		2,092,717
Chipotle Mexican Grill, Inc. (a)		6,200		2,093,988
Coach, Inc.		31,400		1,916,656
Costco Wholesale Corp.		800		66,656
Dollar Tree, Inc. (a)		2,800		232,708
The Home Depot, Inc.		6,100		256,444
Limited Brands, Inc.		7,600		306,660
McDonald’s Corp.		35,250		3,536,632
O’Reilly Automotive, Inc. (a)		39,000		3,118,050
Starbucks Corp.		152,600		7,021,126
Tiffany & Co.		9,800		649,348
Yum! Brands, Inc.		34,900		2,059,449
				23,350,434
Semiconductors — 1.9%
Altera Corp.		22,250		825,475
Broadcom Corp. Class A (a)		116,350		3,416,036
Xilinx, Inc.		62,900		2,016,574
				6,258,085

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

25

MML Blue Chip Growth Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Software — 0.8%
Autodesk, Inc. (a)		39,900	$	1,210,167
Cerner Corp. (a)		100		6,125
Fiserv, Inc. (a)		2,270		133,340
Intuit, Inc.		16,800		883,512
Microsoft Corp.		50		1,298
Salesforce.com, Inc. (a)		4,400		446,424
				2,680,866
Telecommunications — 5.1%
American Tower Corp. Class A		120,670		7,241,407
Juniper Networks, Inc. (a)		98,050		2,001,200
QUALCOMM, Inc.		142,400		7,789,280
				17,031,887
Toys, Games & Hobbies — 0.0%
Mattel, Inc.		100		2,776
Transportation — 3.8%
C.H. Robinson Worldwide, Inc.		500		34,890
Expeditors International of Washington, Inc.		31,400		1,286,144
FedEx Corp.		61,100		5,102,461
Kansas City Southern (a)		10,300		700,503
Union Pacific Corp.		51,400		5,445,316
				12,569,314
TOTAL COMMON STOCK (Cost $263,518,046)				331,031,094
TOTAL EQUITIES (Cost $263,518,046)				331,031,094
MUTUAL FUNDS — 0.0%
Diversified Financial — 0.0%
T. Rowe Price Reserve Investment Fund		1,000		1,000
TOTAL MUTUAL FUNDS (Cost $1,000)				1,000
TOTAL LONG-TERM INVESTMENTS (Cost $263,519,046)				331,032,094
	Principal Amount
SHORT-TERM INVESTMENTS — 0.7%
Repurchase Agreement — 0.7%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (c)	$	2,255,103		2,255,103

	Value
TOTAL SHORT-TERM INVESTMENTS (Cost $2,255,103)	$	2,255,103
TOTAL INVESTMENTS — 100.0% (Cost $265,774,149) (d)		333,287,197
Other Assets/(Liabilities) — (0.0)%		(32,862	)
NET ASSETS — 100.0%	$	333,254,335

Notes to Portfolio of Investments

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 $2,255,106. Collateralized by U.S. Government Agency obligations with a rate of 3.500%, maturity date of 11/25/38, and an aggregate market value, including accrued interest, of $2,300,428.

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

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

26

MML Emerging Growth Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 99.2%
COMMON STOCK — 99.2%
Apparel — 1.9%
Steven Madden Ltd. (a)		6,555	$	226,147
Auto Manufacturers — 1.0%
Wabash National Corp. (a)		15,255		119,599
Automotive & Parts — 3.3%
Titan International, Inc.		10,448		203,318
Westport Innovations, Inc. (a)		5,553		184,582
				387,900
Biotechnology — 3.7%
3SBio, Inc. ADR (Cayman Islands) (a)		9,617		98,286
Affymetrix, Inc. (a)		20,307		83,056
Myriad Genetics, Inc. (a)		12,058		252,494
				433,836
Chemicals — 3.3%
Intrepid Potash, Inc. (a)		6,496		147,004
Rockwood Holdings, Inc. (a)		6,156		242,362
				389,366
Commercial Services — 11.5%
The Advisory Board Co. (a)		2,056		152,576
Alliance Data Systems Corp. (a)		2,455		254,927
American Public Education, Inc. (a)		2,852		123,434
Cardtronics, Inc. (a)		9,779		264,620
On Assignment, Inc. (a)		13,965		156,129
PAREXEL International Corp. (a)		11,845		245,665
SuccessFactors, Inc. (a)		4,126		164,504
				1,361,855
Computers — 4.8%
Ciber, Inc. (a)		35,439		136,795
Manhattan Associates, Inc. (a)		3,662		148,238
OCZ Technology Group, Inc. (a)		16,109		106,480
Quantum Corp. (a)		45,222		108,533
STEC, Inc. (a)		7,239		62,183
				562,229
Cosmetics & Personal Care — 0.9%
Inter Parfums, Inc.		6,454		100,424
Diversified Financial — 2.6%
Encore Capital Group, Inc. (a)		6,686		142,145
Evercore Partners, Inc. Class A		6,257		166,561
				308,706
Electrical Components & Equipment — 0.8%
Power-One, Inc. (a)		22,904		89,555
Electronics — 1.0%
Imax Corp. (a)		6,703		122,866

	Number of Shares		Value
Energy – Alternate Sources — 1.0%
FuelCell Energy, Inc. (a)		63,443	$	55,322
Headwaters, Inc. (a)		30,710		68,176
				123,498
Hand & Machine Tools — 1.6%
Snap-on, Inc.		3,676		186,079
Health Care – Products — 8.5%
Bruker Corp. (a)		12,073		149,946
Given Imaging Ltd. (a)		4,430		77,215
HeartWare International, Inc. (a)		2,846		196,374
Merit Medical Systems, Inc. (a)		10,319		138,068
Thoratec Corp. (a)		8,021		269,185
Zoll Medical Corp. (a)		2,705		170,902
				1,001,690
Health Care – Services — 3.1%
Air Methods Corp. (a)		2,560		216,192
Health Management Associates, Inc. Class A (a)		20,296		149,582
				365,774
Insurance — 4.7%
CNO Financial Group, Inc. (a)		36,345		229,337
Employers Holdings, Inc.		6,967		126,033
Maiden Holdings Ltd.		22,741		199,211
				554,581
Internet — 4.2%
ClickSoftware Technologies Ltd.		12,646		121,275
Limelight Networks, Inc. (a)		29,549		87,465
ValueClick, Inc. (a)		7,877		128,317
Vocus, Inc. (a)		7,381		163,046
				500,103
Machinery – Diversified — 6.4%
Cascade Corp.		4,063		191,652
Chart Industries, Inc. (a)		3,129		169,185
Wabtec Corp.		5,615		392,769
				753,606
Manufacturing — 3.7%
Acuity Brands, Inc.		3,389		179,617
LSB Industries, Inc. (a)		3,690		103,431
Trinity Industries, Inc.		5,036		151,382
				434,430
Media — 2.5%
Acacia Research — Acacia Technologies (a)		8,058		294,198
Oil & Gas — 2.3%
Pioneer Drilling Co. (a)		14,528		140,631
Rosetta Resources, Inc. (a)		2,980		129,630
				270,261

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

27

MML Emerging Growth Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Oil & Gas Services — 2.6%
Dawson Geophysical Co. (a)		4,768	$	188,479
Tesco Corp. (a)		8,959		113,242
				301,721
Pharmaceuticals — 5.8%
Akorn, Inc. (a)		17,137		190,563
BioMarin Pharmaceutical, Inc. (a)		4,653		159,970
Impax Laboratories, Inc. (a)		6,356		128,201
Mylan, Inc. (a)		9,715		208,484
				687,218
Retail — 1.9%
Ulta Salon Cosmetics & Fragrance, Inc. (a)		3,544		230,076
Semiconductors — 1.8%
Integrated Device Technology, Inc. (a)		17,619		96,200
PMC-Sierra, Inc. (a)		20,436		112,602
				208,802
Software — 6.8%
ACI Worldwide, Inc. (a)		4,356		124,756
Changyou.com Ltd. Sponsored ADR (Cayman Islands) (a)		3,564		82,150
Compuware Corp. (a)		18,930		157,498
Interactive Intelligence Group (a)		5,909		135,434
PROS Holdings, Inc. (a)		8,116		120,766
Solera Holdings, Inc.		4,159		185,242
				805,846
Telecommunications — 5.9%
Acme Packet, Inc. (a)		3,899		120,518
Anixter International, Inc. (a)		4,892		291,759
Premiere Global Services, Inc. (a)		22,935		194,259
ShoreTel, Inc. (a)		14,283		91,126
				697,662
Trucking & Leasing — 1.6%
The Greenbrier Cos., Inc. (a)		7,698		186,907
TOTAL COMMON STOCK (Cost $11,169,255)				11,704,935
TOTAL EQUITIES (Cost $11,169,255)				11,704,935
TOTAL LONG-TERM INVESTMENTS (Cost $11,169,255)				11,704,935

	Principal Amount		Value
SHORT-TERM INVESTMENTS — 1.1%
Repurchase Agreement — 1.1%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	135,523	$	135,523
TOTAL SHORT-TERM INVESTMENTS (Cost $135,523)				135,523
TOTAL INVESTMENTS — 100.3% (Cost $11,304,778) (c)				11,840,458
Other Assets/(Liabilities) — (0.3)%				(38,744	)
NET ASSETS — 100.0%			$	11,801,714

Notes to Portfolio of Investments

ADR American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $135,524. Collateralized by U.S. Government Agency obligations with a rate of 3.500%, maturity date of 11/25/38, and an aggregate market value, including accrued interest, of $139,162.

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

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

28

MML Equity Index Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 98.5%
COMMON STOCK — 98.5%
Advertising — 0.1%
The Interpublic Group of Companies, Inc.		11,792	$	114,736
Omnicom Group, Inc.		6,950		309,831
				424,567
Aerospace & Defense — 2.0%
The Boeing Co.		18,923		1,388,002
General Dynamics Corp.		9,144		607,253
Goodrich Corp.		3,190		394,603
L-3 Communications Holdings, Inc.		2,513		167,567
Lockheed Martin Corp.		6,729		544,376
Northrop Grumman Corp.		6,604		386,202
Raytheon Co.		8,750		423,325
Rockwell Collins, Inc.		3,796		210,185
United Technologies Corp.		23,080		1,686,917
				5,808,430
Agriculture — 2.1%
Altria Group, Inc.		52,422		1,554,312
Archer-Daniels-Midland Co.		17,122		489,689
Lorillard, Inc.		3,406		388,284
Philip Morris International, Inc.		44,158		3,465,520
Reynolds American, Inc.		8,674		359,277
				6,257,082
Airlines — 0.1%
Southwest Airlines Co.		19,194		164,301
Apparel — 0.5%
Nike, Inc. Class B		9,452		910,889
Ralph Lauren Corp.		1,632		225,347
VF Corp.		2,206		280,140
				1,416,376
Auto Manufacturers — 0.5%
Ford Motor Co. (a)		97,082		1,044,602
Paccar, Inc.		9,016		337,830
				1,382,432
Automotive & Parts — 0.3%
BorgWarner, Inc. (a)		2,744		174,902
The Goodyear Tire & Rubber Co. (a)		6,457		91,496
Johnson Controls, Inc.		17,401		543,955
				810,353
Banks — 3.7%
Bank of America Corp.		257,552		1,431,989
Bank of New York Mellon Corp.		30,935		615,916
BB&T Corp.		17,515		440,853
Capital One Financial Corp.		11,716		495,470
Comerica, Inc.		5,168		133,334
Fifth Third Bancorp		23,561		299,696

	Number of Shares		Value
First Horizon National Corp.		7,091	$	56,728
Huntington Bancshares, Inc.		21,470		117,870
KeyCorp		23,990		184,483
M&T Bank Corp.		3,241		247,418
Northern Trust Corp.		6,439		255,371
PNC Financial Services Group, Inc.		13,304		767,242
Regions Financial Corp.		31,864		137,015
State Street Corp.		12,585		507,301
SunTrust Banks, Inc.		13,359		236,454
U.S. Bancorp		48,439		1,310,275
Wells Fargo & Co.		134,035		3,694,005
Zions Bancorp		4,655		75,783
				11,007,203
Beverages — 2.6%
Brown-Forman Corp. Class B		2,613		210,373
The Coca-Cola Co.		57,787		4,043,356
Coca-Cola Enterprises, Inc.		7,802		201,136
Constellation Brands, Inc. Class A (a)		4,220		87,228
Dr. Pepper Snapple Group, Inc.		5,488		216,666
Molson Coors Brewing Co. Class B		4,008		174,508
PepsiCo, Inc.		39,778		2,639,270
				7,572,537
Biotechnology — 1.0%
Amgen, Inc.		20,224		1,298,583
Biogen Idec, Inc. (a)		6,173		679,338
Celgene Corp. (a)		11,298		763,745
Life Technologies Corp. (a)		4,447		173,033
				2,914,699
Building Materials — 0.0%
Masco Corp.		9,500		99,560
Chemicals — 2.2%
Air Products & Chemicals, Inc.		5,364		456,959
Airgas, Inc.		1,675		130,784
CF Industries Holdings, Inc.		1,654		239,797
The Dow Chemical Co.		30,151		867,143
E.I. du Pont de Nemours & Co.		23,550		1,078,119
Eastman Chemical Co.		3,614		141,163
Ecolab, Inc.		7,582		438,315
FMC Corp.		1,806		155,388
International Flavors & Fragrances, Inc.		1,966		103,058
Monsanto Co.		13,586		951,971
The Mosaic Co.		7,522		379,334
PPG Industries, Inc.		3,875		323,524
Praxair, Inc.		7,603		812,761
The Sherwin-Williams Co.		2,149		191,841
Sigma-Aldrich Corp.		3,086		192,752
				6,462,909

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

29

MML Equity Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Coal — 0.2%
Alpha Natural Resources, Inc. (a)		5,812	$	118,739
CONSOL Energy, Inc.		5,772		211,832
Peabody Energy Corp.		6,806		225,347
				555,918
Commercial Services — 1.8%
Apollo Group, Inc. Class A (a)		2,925		157,570
Automatic Data Processing, Inc.		12,412		670,372
DeVry, Inc.		1,647		63,344
Donnelley (R.R.) & Sons Co.		4,985		71,934
Equifax, Inc.		2,982		115,523
H&R Block, Inc.		7,583		123,830
Iron Mountain, Inc.		4,652		143,282
MasterCard, Inc. Class A		2,698		1,005,868
McKesson Corp.		6,221		484,678
Moody’s Corp.		5,091		171,465
Paychex, Inc.		8,281		249,341
Quanta Services, Inc. (a)		5,156		111,060
Robert Half International, Inc.		3,562		101,374
SAIC, Inc. (a)		7,189		88,353
Total System Services, Inc.		4,322		84,538
Visa, Inc. Class A		12,929		1,312,681
Western Union Co.		15,911		290,535
				5,245,748
Computers — 7.0%
Accenture PLC Class A		16,275		866,318
Apple, Inc. (a)		23,636		9,572,580
Cognizant Technology Solutions Corp. Class A (a)		7,610		489,399
Computer Sciences Corp.		3,907		92,596
Dell, Inc. (a)		39,046		571,243
EMC Corp. (a)		52,089		1,121,997
Hewlett-Packard Co.		50,433		1,299,154
International Business Machines Corp.		29,979		5,512,539
Lexmark International, Inc. Class A		1,776		58,732
NetApp, Inc. (a)		9,069		328,933
SanDisk Corp. (a)		6,058		298,114
Teradata Corp. (a)		4,247		206,022
Western Digital Corp. (a)		5,846		180,934
				20,598,561
Cosmetics & Personal Care — 2.1%
Avon Products, Inc.		11,008		192,310
Colgate-Palmolive Co.		12,305		1,136,859
The Estee Lauder Cos., Inc. Class A		2,800		314,496
The Procter & Gamble Co.		70,000		4,669,700
				6,313,365
Distribution & Wholesale — 0.3%
Fastenal Co.		7,494		326,813
Genuine Parts Co.		4,032		246,758

	Number of Shares		Value
W.W. Grainger, Inc.		1,546	$	289,396
				862,967
Diversified Financial — 4.0%
American Express Co.		25,680		1,211,326
Ameriprise Financial, Inc.		5,731		284,487
BlackRock, Inc.		2,566		457,364
The Charles Schwab Corp.		27,098		305,123
Citigroup, Inc.		74,291		1,954,596
CME Group, Inc.		1,681		409,609
Discover Financial Services		14,032		336,768
E*TRADE Financial Corp. (a)		6,716		53,459
Federated Investors, Inc. Class B		2,443		37,011
Franklin Resources, Inc.		3,706		355,998
The Goldman Sachs Group, Inc.		12,510		1,131,279
IntercontinentalExchange, Inc. (a)		1,872		225,670
Invesco Ltd.		11,295		226,917
JP Morgan Chase & Co.		96,587		3,211,518
Legg Mason, Inc.		3,270		78,644
Morgan Stanley		37,459		566,755
The NASDAQ OMX Group, Inc. (a)		3,174		77,795
NYSE Euronext		6,674		174,191
SLM Corp.		13,013		174,374
T. Rowe Price Group, Inc.		6,468		368,353
				11,641,237
Electric — 3.5%
The AES Corp. (a)		16,752		198,344
Ameren Corp.		6,039		200,072
American Electric Power Co., Inc.		12,206		504,230
CenterPoint Energy, Inc.		10,666		214,280
CMS Energy Corp.		6,515		143,851
Consolidated Edison, Inc.		7,357		456,355
Constellation Energy Group, Inc.		5,056		200,571
Dominion Resources, Inc.		14,408		764,777
DTE Energy Co.		4,306		234,462
Duke Energy Corp.		33,962		747,164
Edison International		8,387		347,222
Entergy Corp.		4,528		330,770
Exelon Corp.		16,722		725,233
FirstEnergy Corp.		10,592		469,226
Integrys Energy Group, Inc.		2,054		111,286
NextEra Energy, Inc.		10,658		648,859
Northeast Utilities		4,387		158,239
NRG Energy, Inc. (a)		5,609		101,635
Pepco Holdings, Inc.		5,920		120,176
PG&E Corp.		10,196		420,279
Pinnacle West Capital Corp.		2,874		138,469
PPL Corp.		14,818		435,945
Progress Energy, Inc.		7,563		423,679
Public Service Enterprise Group, Inc.		12,804		422,660
SCANA Corp.		2,998		135,090
The Southern Co.		21,975		1,017,223
TECO Energy, Inc.		5,713		109,347

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

30

MML Equity Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Wisconsin Energy Corp.		5,896	$	206,124
Xcel Energy, Inc.		12,349		341,326
				10,326,894
Electrical Components & Equipment — 0.3%
Emerson Electric Co.		18,732		872,724
Molex, Inc.		3,670		87,566
				960,290
Electronics — 0.4%
Agilent Technologies, Inc. (a)		8,982		313,741
Amphenol Corp. Class A		4,227		191,864
FLIR Systems, Inc.		3,803		95,341
Jabil Circuit, Inc.		4,524		88,942
PerkinElmer, Inc.		2,764		55,280
TE Connectivity Ltd.		10,628		327,449
Waters Corp. (a)		2,329		172,462
				1,245,079
Energy – Alternate Sources — 0.0%
First Solar, Inc. (a)		1,470		49,627
Engineering & Construction — 0.1%
Fluor Corp.		4,267		214,417
Jacobs Engineering Group, Inc. (a)		3,141		127,462
				341,879
Entertainment — 0.0%
International Game Technology		7,272		125,078
Environmental Controls — 0.3%
Republic Services, Inc.		7,828		215,661
Stericycle, Inc. (a)		2,158		168,151
Waste Management, Inc.		11,825		386,796
				770,608
Foods — 2.1%
Campbell Soup Co.		4,421		146,954
ConAgra Foods, Inc.		10,658		281,371
Dean Foods Co. (a)		4,777		53,502
General Mills, Inc.		16,358		661,027
H.J. Heinz Co.		8,163		441,129
The Hershey Co.		3,931		242,857
Hormel Foods Corp.		3,646		106,791
The J.M. Smucker Co.		2,909		227,397
Kellogg Co.		6,228		314,950
Kraft Foods, Inc. Class A		45,023		1,682,059
The Kroger Co.		15,228		368,822
McCormick & Co., Inc.		3,319		167,344
Safeway, Inc.		8,505		178,945
Sara Lee Corp.		15,139		286,430
SUPERVALU, Inc.		5,471		44,425
Sysco Corp.		14,868		436,078
Tyson Foods, Inc. Class A		7,326		151,209

	Number of Shares		Value
Whole Foods Market, Inc.		4,126	$	287,087
				6,078,377
Forest Products & Paper — 0.2%
International Paper Co.		11,243		332,793
MeadWestvaco Corp.		4,483		134,266
				467,059
Gas — 0.2%
AGL Resources, Inc.		2,947		124,540
NiSource, Inc.		7,314		174,147
Sempra Energy		6,166		339,130
				637,817
Hand & Machine Tools — 0.1%
Snap-on, Inc.		1,560		78,967
Stanley Black & Decker, Inc.		4,279		289,261
				368,228
Health Care – Products — 3.3%
Baxter International, Inc.		14,311		708,108
Becton, Dickinson & Co.		5,522		412,604
Boston Scientific Corp. (a)		37,079		198,002
C.R. Bard, Inc.		2,218		189,639
CareFusion Corp. (a)		5,556		141,178
Covidien PLC		12,247		551,238
Edwards Lifesciences Corp. (a)		2,854		201,778
Intuitive Surgical, Inc. (a)		984		455,602
Johnson & Johnson		69,461		4,555,252
Medtronic, Inc.		26,966		1,031,450
St. Jude Medical, Inc.		7,987		273,954
Stryker Corp.		8,361		415,625
Varian Medical Systems, Inc. (a)		2,846		191,052
Zimmer Holdings, Inc. (a)		4,527		241,832
				9,567,314
Health Care – Services — 1.4%
Aetna, Inc.		9,239		389,793
Cigna Corp.		7,205		302,610
Coventry Health Care, Inc. (a)		3,601		109,362
DaVita, Inc. (a)		2,327		176,410
Humana, Inc.		4,186		366,735
Laboratory Corporation of America Holdings (a)		2,481		213,292
Quest Diagnostics, Inc.		4,057		235,549
Tenet Healthcare Corp. (a)		10,535		54,045
Thermo Fisher Scientific, Inc. (a)		9,660		434,410
UnitedHealth Group, Inc.		27,181		1,377,533
WellPoint, Inc.		8,866		587,373
				4,247,112
Holding Company – Diversified — 0.0%
Leucadia National Corp.		4,867		110,676

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

31

MML Equity Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Home Builders — 0.1%
D.R. Horton, Inc.		7,409	$	93,427
Lennar Corp. Class A		4,228		83,080
PulteGroup, Inc. (a)		8,841		55,787
				232,294
Home Furnishing — 0.1%
Harman International Industries, Inc.		1,835		69,803
Whirlpool Corp.		1,904		90,345
				160,148
Household Products — 0.4%
Avery Dennison Corp.		2,634		75,543
The Clorox Co.		3,288		218,849
Beam, Inc.		3,897		199,643
Kimberly-Clark Corp.		10,103		743,177
				1,237,212
Housewares — 0.0%
Newell Rubbermaid, Inc.		7,663		123,757
Insurance — 3.5%
ACE Ltd.		8,550		599,526
Aflac, Inc.		11,788		509,949
The Allstate Corp.		12,790		350,574
American International Group, Inc. (a)		11,182		259,422
Aon Corp.		8,121		380,063
Assurant, Inc.		2,258		92,713
Berkshire Hathaway, Inc. Class B (a)		44,716		3,411,831
The Chubb Corp.		7,093		490,977
Cincinnati Financial Corp.		3,990		121,535
Genworth Financial, Inc. Class A (a)		12,148		79,569
The Hartford Financial Services Group, Inc.		11,476		186,485
Lincoln National Corp.		7,535		146,330
Loews Corp.		7,688		289,453
Marsh & McLennan Cos., Inc.		13,780		435,724
MetLife, Inc.		26,771		834,720
Principal Financial Group, Inc.		7,771		191,167
The Progressive Corp.		15,476		301,937
Prudential Financial, Inc.		11,989		600,889
Torchmark Corp.		2,691		116,762
The Travelers Cos., Inc.		10,605		627,498
Unum Group		7,638		160,933
XL Group PLC		8,216		162,430
				10,350,487
Internet — 3.0%
Akamai Technologies, Inc. (a)		4,460		143,969
Amazon.com, Inc. (a)		9,252		1,601,521
eBay, Inc. (a)		29,265		887,607
Expedia, Inc.		2,475		71,824
F5 Networks, Inc. (a)		2,064		219,032
Google, Inc. Class A (a)		6,424		4,149,262
Netflix, Inc. (a)		1,467		101,648

	Number of Shares		Value
Priceline.com, Inc. (a)		1,260	$	589,315
Symantec Corp. (a)		18,900		295,785
TripAdvisor, Inc. (a)		2,475		62,395
VeriSign, Inc.		4,011		143,273
Yahoo!, Inc. (a)		31,783		512,660
				8,778,291
Iron & Steel — 0.3%
Allegheny Technologies, Inc.		2,777		132,741
Cliffs Natural Resources, Inc.		3,705		231,007
Nucor Corp.		7,916		313,236
United States Steel Corp.		3,605		95,388
				772,372
Leisure Time — 0.2%
Carnival Corp.		11,657		380,485
Harley-Davidson, Inc.		6,005		233,414
				613,899
Lodging — 0.3%
Marriott International, Inc. Class A		6,694		195,264
Starwood Hotels & Resorts Worldwide, Inc.		4,874		233,806
Wyndham Worldwide Corp.		4,028		152,379
Wynn Resorts Ltd.		2,024		223,632
				805,081
Machinery – Construction & Mining — 0.7%
Caterpillar, Inc.		16,443		1,489,736
Ingersoll-Rand PLC		7,866		239,677
Joy Global, Inc.		2,659		199,345
				1,928,758
Machinery – Diversified — 0.8%
Cummins, Inc.		4,844		426,369
Deere & Co.		10,562		816,971
Eaton Corp.		8,506		370,266
Flowserve Corp.		1,399		138,949
Rockwell Automation, Inc.		3,650		267,800
Roper Industries, Inc.		2,409		209,270
Xylem, Inc.		4,681		120,255
				2,349,880
Manufacturing — 3.5%
3M Co.		17,770		1,452,342
Cooper Industries PLC		3,972		215,084
Danaher Corp.		14,377		676,294
Dover Corp.		4,794		278,292
General Electric Co.		268,358		4,806,292
Honeywell International, Inc.		19,732		1,072,434
Illinois Tool Works, Inc.		12,348		576,775
Leggett & Platt, Inc.		3,453		79,557
Pall Corp.		2,871		164,078
Parker Hannifin Corp.		3,864		294,630

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

32

MML Equity Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Textron, Inc.		7,277	$	134,552
Tyco International Ltd.		11,819		552,065
				10,302,395
Media — 2.9%
Cablevision Systems Corp. Class A		5,816		82,704
CBS Corp. Class B		16,438		446,127
Comcast Corp. Class A		69,415		1,645,830
DIRECTV Class A (a)		17,983		768,953
Discovery Communications, Inc. Series A (a)		6,727		275,605
Gannett Co., Inc.		6,260		83,696
The McGraw-Hill Cos., Inc.		7,406		333,048
News Corp. Class A		55,760		994,758
Scripps Networks Interactive Class A		2,385		101,172
Time Warner Cable, Inc.		8,044		511,357
Time Warner, Inc.		25,457		920,016
Viacom, Inc. Class B		14,035		637,329
The Walt Disney Co.		45,686		1,713,225
The Washington Post Co. Class B		123		46,348
				8,560,168
Metal Fabricate & Hardware — 0.2%
Precision Castparts Corp.		3,681		606,592
Mining — 0.7%
Alcoa, Inc.		27,057		234,043
Freeport-McMoRan Copper & Gold, Inc.		24,036		884,284
Newmont Mining Corp.		12,637		758,346
Titanium Metals Corp.		2,370		35,503
Vulcan Materials Co.		3,363		132,334
				2,044,510
Office Equipment/Supplies — 0.1%
Pitney Bowes, Inc.		5,079		94,165
Xerox Corp.		35,916		285,891
				380,056
Oil & Gas — 9.7%
Anadarko Petroleum Corp.		12,617		963,056
Apache Corp.		9,738		882,068
Cabot Oil & Gas Corp.		2,615		198,478
Chesapeake Energy Corp.		16,944		377,682
Chevron Corp.		50,668		5,391,075
ConocoPhillips		33,776		2,461,257
Denbury Resources, Inc. (a)		10,136		153,054
Devon Energy Corp.		10,257		635,934
Diamond Offshore Drilling, Inc.		1,690		93,389
EOG Resources, Inc.		6,805		670,361
EQT Corp.		3,750		205,462
Exxon Mobil Corp.		121,899		10,332,159
Helmerich & Payne, Inc.		2,668		155,704
Hess Corp.		7,655		434,804
Marathon Oil Corp.		17,850		522,469

	Number of Shares		Value
Marathon Petroleum Corp.		9,106	$	303,139
Murphy Oil Corp.		4,965		276,749
Nabors Industries Ltd. (a)		7,244		125,611
Newfield Exploration Co. (a)		3,419		128,999
Noble Corp. (a)		6,579		198,817
Noble Energy, Inc.		4,431		418,242
Occidental Petroleum Corp.		20,641		1,934,062
Pioneer Natural Resources Co.		3,110		278,283
QEP Resources, Inc.		4,370		128,041
Range Resources Corp.		3,904		241,814
Rowan Companies, Inc. (a)		3,023		91,688
Southwestern Energy Co. (a)		8,888		283,883
Sunoco, Inc.		2,666		109,359
Tesoro Corp. (a)		3,750		87,600
Valero Energy Corp.		14,176		298,405
				28,381,644
Oil & Gas Services — 1.7%
Baker Hughes, Inc.		11,178		543,698
Cameron International Corp. (a)		6,255		307,683
FMC Technologies, Inc. (a)		6,152		321,319
Halliburton Co.		23,545		812,538
National Oilwell Varco, Inc.		10,747		730,689
Schlumberger Ltd.		34,193		2,335,724
				5,051,651
Packaging & Containers — 0.1%
Ball Corp.		4,216		150,554
Bemis Co., Inc.		2,592		77,967
Owens-IIlinois, Inc. (a)		4,360		84,497
Sealed Air Corp.		4,210		72,454
				385,472
Pharmaceuticals — 5.7%
Abbott Laboratories		39,641		2,229,014
Allergan, Inc.		7,819		686,039
AmerisourceBergen Corp.		6,589		245,045
Bristol-Myers Squibb Co.		42,984		1,514,756
Cardinal Health, Inc.		8,897		361,307
DENTSPLY International, Inc.		3,489		122,080
Eli Lilly & Co.		25,811		1,072,705
Express Scripts, Inc. (a)		12,352		552,011
Forest Laboratories, Inc. (a)		6,799		205,738
Gilead Sciences, Inc. (a)		19,109		782,131
Hospira, Inc. (a)		4,246		128,951
Mead Johnson Nutrition Co.		5,123		352,104
Medco Health Solutions, Inc. (a)		9,907		553,801
Merck & Co., Inc.		77,532		2,922,956
Mylan, Inc. (a)		10,702		229,665
Patterson Cos., Inc.		2,545		75,128
Perrigo Co.		2,385		232,061
Pfizer, Inc.		195,520		4,231,053
Watson Pharmaceuticals, Inc. (a)		3,237		195,321
				16,691,866

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

33

MML Equity Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Pipelines — 0.6%
El Paso Corp.		19,489	$	517,823
ONEOK, Inc.		2,656		230,248
Spectra Energy Corp.		16,429		505,192
The Williams Cos., Inc.		15,140		499,923
				1,753,186
Real Estate — 0.0%
CBRE Group, Inc. (a)		8,052		122,551
Real Estate Investment Trusts (REITS) — 1.8%
Apartment Investment & Management Co. Class A		3,083		70,631
AvalonBay Communities, Inc.		2,411		314,877
Boston Properties, Inc.		3,792		377,683
Equity Residential		7,523		429,037
HCP, Inc.		10,253		424,782
Health Care REIT, Inc.		4,935		269,106
Host Hotels & Resorts, Inc.		17,800		262,906
Kimco Realty Corp.		10,242		166,330
Plum Creek Timber Co., Inc.		4,075		148,982
ProLogis, Inc.		11,721		335,103
Public Storage		3,618		486,476
Simon Property Group, Inc.		7,445		959,958
Ventas, Inc.		7,389		407,356
Vornado Realty Trust		4,628		355,708
Weyerhaeuser Co.		13,851		258,598
				5,267,533
Retail — 6.4%
Abercrombie & Fitch Co. Class A		2,192		107,057
AutoNation, Inc. (a)		1,234		45,498
AutoZone, Inc. (a)		710		230,729
Bed Bath & Beyond, Inc. (a)		6,147		356,342
Best Buy Co., Inc.		7,587		177,308
Big Lots, Inc. (a)		1,633		61,662
CarMax, Inc. (a)		5,666		172,700
Chipotle Mexican Grill, Inc. (a)		809		273,232
Coach, Inc.		7,452		454,870
Costco Wholesale Corp.		11,042		920,019
CVS Caremark Corp.		33,133		1,351,164
Darden Restaurants, Inc.		3,454		157,433
Dollar Tree, Inc. (a)		3,115		258,888
Family Dollar Stores, Inc.		2,968		171,135
GameStop Corp. Class A (a)		3,618		87,302
The Gap, Inc.		8,692		161,237
The Home Depot, Inc.		39,202		1,648,052
J.C. Penney Co., Inc.		3,582		125,907
Kohl’s Corp.		6,445		318,061
Limited Brands, Inc.		6,245		251,986
Lowe’s Cos., Inc.		31,838		808,048
Macy’s, Inc.		10,817		348,091
McDonald’s Corp.		25,987		2,607,276
Nordstrom, Inc.		4,045		201,077
O’Reilly Automotive, Inc. (a)		3,270		261,436

	Number of Shares		Value
Orchard Supply Hardware Stores Corp. (a) (b)		43	$	162
Ross Stores, Inc.		5,856		278,336
Sears Holdings Corp. (a)		959		30,477
Staples, Inc.		17,586		244,269
Starbucks Corp.		18,817		865,770
Target Corp.		17,072		874,428
Tiffany & Co.		3,192		211,502
The TJX Cos., Inc.		9,568		617,614
Urban Outfitters, Inc. (a)		2,703		74,495
Wal-Mart Stores, Inc.		44,502		2,659,439
Walgreen Co.		22,583		746,594
Yum! Brands, Inc.		11,613		685,283
				18,844,879
Savings & Loans — 0.1%
Hudson City Bancorp, Inc.		13,808		86,300
People’s United Financial, Inc.		8,958		115,110
				201,410
Semiconductors — 2.3%
Advanced Micro Devices, Inc. (a)		15,212		82,145
Altera Corp.		8,127		301,512
Analog Devices, Inc.		7,680		274,790
Applied Materials, Inc.		33,251		356,118
Broadcom Corp. Class A (a)		12,472		366,178
Intel Corp.		129,252		3,134,361
KLA-Tencor Corp.		4,217		203,470
Linear Technology Corp.		5,739		172,342
LSI Corp. (a)		14,830		88,239
Microchip Technology, Inc.		5,008		183,443
Micron Technology, Inc. (a)		25,148		158,181
Novellus Systems, Inc. (a)		1,714		70,771
NVIDIA Corp. (a)		15,513		215,010
Teradyne, Inc. (a)		4,803		65,465
Texas Instruments, Inc.		29,035		845,209
Xilinx, Inc.		6,612		211,981
				6,729,215
Software — 3.6%
Adobe Systems, Inc. (a)		12,410		350,831
Autodesk, Inc. (a)		5,737		174,003
BMC Software, Inc. (a)		4,251		139,348
CA, Inc.		9,343		188,869
Cerner Corp. (a)		3,789		232,076
Citrix Systems, Inc. (a)		4,686		284,534
The Dun & Bradstreet Corp.		1,218		91,143
Electronic Arts, Inc. (a)		8,329		171,577
Fidelity National Information Services, Inc.		6,240		165,922
Fiserv, Inc. (a)		3,646		214,166
Intuit, Inc.		7,485		393,636
Microsoft Corp.		190,314		4,940,551
Oracle Corp.		100,134		2,568,437

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

34

MML Equity Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Red Hat, Inc. (a)		4,987	$	205,913
Salesforce.com, Inc. (a)		3,504		355,516
				10,476,522
Telecommunications — 5.3%
American Tower Corp. Class A		9,955		597,400
AT&T, Inc.		150,709		4,557,440
CenturyLink, Inc.		15,811		588,169
Cisco Systems, Inc.		136,597		2,469,674
Corning, Inc.		39,688		515,150
Frontier Communications Corp.		25,258		130,079
Harris Corp.		2,983		107,507
JDS Uniphase Corp. (a)		5,851		61,084
Juniper Networks, Inc. (a)		13,242		270,269
MetroPCS Communications, Inc. (a)		6,957		60,387
Motorola Mobility Holdings, Inc. (a)		6,578		255,226
Motorola Solutions, Inc.		7,268		336,436
QUALCOMM, Inc.		42,720		2,336,784
Sprint Nextel Corp. (a)		76,336		178,626
Verizon Communications, Inc.		72,054		2,890,807
Windstream Corp.		14,526		170,535
				15,525,573
Textiles — 0.0%
Cintas Corp.		2,759		96,041
Toys, Games & Hobbies — 0.1%
Hasbro, Inc.		3,046		97,137
Mattel, Inc.		8,429		233,989
				331,126
Transportation — 1.9%
C.H. Robinson Worldwide, Inc.		4,140		288,889
CSX Corp.		26,685		561,986
Expeditors International of Washington, Inc.		5,440		222,822
FedEx Corp.		8,075		674,343
Norfolk Southern Corp.		8,573		624,629
Ryder System, Inc.		1,371		72,855
Union Pacific Corp.		12,238		1,296,494
United Parcel Service, Inc. Class B		24,520		1,794,619
				5,536,637
TOTAL COMMON STOCK (Cost $245,779,891)				289,475,489
PREFERRED STOCK — 0.0%
Retail — 0.0%
Orchard Supply Hardware Stores Corp. (a) (b)		43		162
TOTAL PREFERRED STOCK (Cost $448)				162

			Value
TOTAL EQUITIES (Cost $245,780,339)			$	289,475,651
TOTAL LONG-TERM INVESTMENTS (Cost $245,780,339)				289,475,651
	Principal Amount
SHORT-TERM INVESTMENTS — 1.5%
Repurchase Agreement — 1.3%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (c)	$	3,782,563		3,782,563
Time Deposits — 0.0%
Euro Time Deposit 0.010% 1/03/12		1,489		1,489
U.S. Treasury Bills — 0.2%
U.S. Treasury Bill 0.021% 5/03/12 (d)		490,000		489,965
TOTAL SHORT-TERM INVESTMENTS (Cost $4,274,017)				4,274,017
TOTAL INVESTMENTS — 100.0% (Cost $250,054,356) (e)				293,749,668
Other Assets/(Liabilities) — 0.0%				126,981
NET ASSETS — 100.0%			$	293,876,649

Notes to Portfolio of Investments

(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 $3,782,567. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 8/15/39, and an aggregate market value, including accrued interest, of $3,860,177.

(d) This security is held as collateral for open futures contracts. (Note 2).

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

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

35

MML Large Cap Value Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 94.9%
COMMON STOCK — 94.9%
Aerospace & Defense — 0.8%
Lockheed Martin Corp.		21,330	$	1,725,597
Agriculture — 1.0%
Philip Morris International, Inc.		27,540		2,161,339
Auto Manufacturers — 0.3%
Paccar, Inc.		18,770		703,312
Banks — 11.2%
Bank of New York Mellon Corp.		434,340		8,647,709
Julius Baer Group Ltd. (a)		95,740		3,723,519
Wells Fargo & Co.		412,873		11,378,780
				23,750,008
Beverages — 4.1%
The Coca-Cola Co.		42,930		3,003,812
Diageo PLC Sponsored ADR (United Kingdom)		40,400		3,531,768
Heineken Holding NV Class A		54,650		2,230,344
				8,765,924
Building Materials — 0.4%
Martin Marietta Materials, Inc.		9,980		752,592
Chemicals — 3.3%
Air Products & Chemicals, Inc.		13,420		1,143,250
Ecolab, Inc.		17,470		1,009,941
Monsanto Co.		37,650		2,638,135
Potash Corp. of Saskatchewan, Inc.		33,996		1,403,355
Praxair, Inc.		7,000		748,300
				6,942,981
Coal — 0.5%
China Coal Energy Co. Class H		898,700		972,350
Commercial Services — 2.5%
Iron Mountain, Inc.		139,299		4,290,409
Visa, Inc. Class A		9,760		990,933
				5,281,342
Computers — 0.7%
Hewlett-Packard Co.		58,200		1,499,232
Cosmetics & Personal Care — 0.1%
Natura Cosmeticos SA		13,700		266,325
Distribution & Wholesale — 0.3%
Li & Fung Ltd.		335,000		615,868
Diversified Financial — 6.9%
American Express Co.		232,932		10,987,402
Ameriprise Financial, Inc.		24,190		1,200,791
The Charles Schwab Corp.		76,560		862,066
CME Group, Inc.		1,510		367,942
The Goldman Sachs Group, Inc.		8,800		795,784

	Number of Shares		Value
JP Morgan Chase & Co.		10,116	$	336,357
				14,550,342
Electronics — 0.3%
Agilent Technologies, Inc. (a)		18,590		649,349
Foods — 1.3%
Kraft Foods, Inc. Class A		48,300		1,804,488
Nestle SA		3,070		176,257
Unilever NV NY Shares		21,560		741,017
				2,721,762
Forest Products & Paper — 0.0%
Sino-Forest Corp. (a) (b)		152,310		51,580
Sino-Forest Corp. (Acquired 12/17/09, Cost $61,902) (a) (b) (c) (d)		3,900		1,321
				52,901
Health Care – Products — 3.7%
Baxter International, Inc.		13,180		652,146
Becton, Dickinson & Co.		11,570		864,511
Johnson & Johnson		97,790		6,413,068
				7,929,725
Holding Company – Diversified — 1.1%
China Merchants Holdings International Co. Ltd.		819,036		2,363,494
Housewares — 0.1%
Hunter Douglas NV		6,765		253,575
Insurance — 10.8%
ACE Ltd.		18,840		1,321,061
Aon Corp.		6,000		280,800
Berkshire Hathaway, Inc. Class A (a)		37		4,245,935
Everest Re Group Ltd.		3,290		276,656
Fairfax Financial Holdings Ltd.		2,640		1,138,368
Fairfax Financial Holdings Ltd. (Subordinate Voting Shares)		1,070		458,995
Loews Corp.		178,450		6,718,642
Markel Corp. (a)		595		246,729
The Progressive Corp.		297,550		5,805,200
Transatlantic Holdings, Inc.		42,743		2,339,324
				22,831,710
Internet — 4.5%
Expedia, Inc.		22,155		642,938
Google, Inc. Class A (a)		10,165		6,565,573
Liberty Interactive Corp. Class A (a)		58,650		951,010
Netflix, Inc. (a)		10,520		728,931
TripAdvisor, Inc. (a)		22,155		558,528
				9,446,980
Leisure Time — 0.6%
Harley-Davidson, Inc.		32,830		1,276,102

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

36

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

	Number of Shares		Value
Machinery – Construction & Mining — 0.9%
BHP Billiton PLC		36,200	$	1,052,554
Rio Tinto PLC		19,672		952,016
				2,004,570
Media — 1.6%
Grupo Televisa SAB Sponsored ADR (Mexico)		23,710		499,333
The Walt Disney Co.		79,470		2,980,125
				3,479,458
Oil & Gas — 11.2%
Canadian Natural Resources Ltd.		148,880		5,563,646
Devon Energy Corp.		32,140		1,992,680
EOG Resources, Inc.		94,960		9,354,510
Occidental Petroleum Corp.		59,130		5,540,481
OGX Petroleo e Gas Participacoes SA (a)		171,800		1,254,478
				23,705,795
Oil & Gas Services — 0.7%
Schlumberger Ltd.		5,600		382,536
Transocean Ltd.		28,159		1,081,024
				1,463,560
Packaging & Containers — 0.4%
Sealed Air Corp.		55,800		960,318
Pharmaceuticals — 5.7%
Express Scripts, Inc. (a)		83,280		3,721,783
Merck & Co., Inc.		170,845		6,440,856
Pfizer, Inc.		29,380		635,783
Roche Holding AG		7,200		1,217,647
				12,016,069
Real Estate — 1.6%
Brookfield Asset Management, Inc. Class A		56,700		1,558,116
Hang Lung Properties Ltd.		325,000		1,768,697
				3,326,813
Retail — 13.7%
Bed Bath & Beyond, Inc. (a)		89,020		5,160,489
CarMax, Inc. (a)		34,070		1,038,454
Cie Financiere Richemont SA		5,300		266,869
Costco Wholesale Corp.		136,730		11,392,344
CVS Caremark Corp.		274,268		11,184,649
				29,042,805
Semiconductors — 1.7%
Intel Corp.		24,350		590,488
Texas Instruments, Inc.		102,610		2,986,977
				3,577,465
Software — 1.6%
Activision Blizzard, Inc.		101,670		1,252,574
Microsoft Corp.		62,810		1,630,548

	Number of Shares		Value
Oracle Corp.		16,450	$	421,942
				3,305,064
Telecommunications — 0.2%
America Movil SAB de CV Sponsored ADR (Mexico)		16,980		383,748
Transportation — 1.1%
China Shipping Development Co. Ltd. Class H		570,000		354,082
Kuehne & Nagel International AG		16,500		1,846,737
LLX Logistica SA (a)		28,300		51,131
				2,251,950
TOTAL COMMON STOCK (Cost $177,857,971)				201,030,425
PREFERRED STOCK — 0.0%
Iron & Steel — 0.0%
MMX Mineracao e Metalicos SA (a)		28,300		43,241
TOTAL PREFERRED STOCK (Cost $43,447)				43,241
TOTAL EQUITIES (Cost $177,901,418)				201,073,666
	Principal Amount
BONDS & NOTES — 0.0%
CORPORATE DEBT — 0.0%
Forest Products & Paper — 0.0%
Sino-Forest Corp. (Acquired 7/23/08, Cost $350,424) (c) (d) 5.000% 8/01/13	$	359,000		93,340
TOTAL CORPORATE DEBT (Cost $350,424)				93,340
TOTAL BONDS & NOTES (Cost $350,424)				93,340
TOTAL LONG-TERM INVESTMENTS (Cost $178,251,842)				201,167,006
SHORT-TERM INVESTMENTS — 4.8%
Repurchase Agreement — 4.8%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (e)		10,065,288		10,065,288

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

37

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

	Value
TOTAL SHORT-TERM INVESTMENTS (Cost $10,065,288)	$	10,065,288
TOTAL INVESTMENTS — 99.7% (Cost $188,317,130) (f)		211,232,294
Other Assets/(Liabilities) — 0.3%		678,605
NET ASSETS — 100.0%	$	211,910,899

Notes to Portfolio of Investments

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) 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, 2011, these securities amounted to a value of $94,661 or 0.04% of net assets.

(d) Restricted security. Certain securities are restricted as to resale. At December 31, 2011, these securities amounted to a value of $94,661 or 0.04% of net assets. The Funds generally bear the costs, if any, associated with the disposition of restricted securities.

(e) Maturity value of $10,065,299. Collateralized by U.S. Government Agency obligations with rates ranging from 3.500% – 4.000%, maturity dates ranging from 11/25/38 – 12/25/38, and an aggregate market value, including accrued interest, of $10,268,152.

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

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

38

MML NASDAQ-100 Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 98.0%
COMMON STOCK — 98.0%
Auto Manufacturers — 0.5%
Paccar, Inc.		1,897	$	71,081
Beverages — 0.6%
Green Mountain Coffee Roasters, Inc. (a)		819		36,732
Hansen Natural Corp. (a)		461		42,477
				79,209
Biotechnology — 5.5%
Alexion Pharmaceuticals, Inc. (a)		980		70,070
Amgen, Inc.		4,641		297,999
Biogen Idec, Inc. (a)		1,286		141,524
Celgene Corp. (a)		2,351		158,927
Life Technologies Corp. (a)		944		36,731
Vertex Pharmaceuticals, Inc. (a)		1,104		36,664
				741,915
Chemicals — 0.3%
Sigma-Aldrich Corp.		638		39,849
Commercial Services — 1.7%
Apollo Group, Inc. Class A (a)		689		37,116
Automatic Data Processing, Inc.		2,588		139,778
Paychex, Inc.		1,919		57,781
				234,675
Computers — 18.1%
Apple, Inc. (a)		4,921		1,993,005
Cognizant Technology Solutions Corp. Class A (a)		1,600		102,896
Dell, Inc. (a)		9,512		139,161
NetApp, Inc. (a)		1,951		70,763
Research In Motion Ltd. (a)		2,757		39,976
SanDisk Corp. (a)		1,272		62,595
Seagate Technology PLC		2,458		40,311
				2,448,707
Distribution & Wholesale — 0.7%
Fastenal Co.		1,563		68,163
Fossil, Inc. (a)		331		26,268
				94,431
Electronics — 0.5%
Flextronics International Ltd. (a)		3,776		21,372
Garmin Ltd.		1,028		40,925
				62,297
Energy – Alternate Sources — 0.1%
First Solar, Inc. (a)		458		15,462
Environmental Controls — 0.3%
Stericycle, Inc. (a)		451		35,142

	Number of Shares		Value
Foods — 0.5%
Whole Foods Market, Inc.		950	$	66,101
Health Care – Products — 0.9%
Henry Schein, Inc. (a)		478		30,798
Intuitive Surgical, Inc. (a)		206		95,380
				126,178
Internet — 16.5%
Akamai Technologies, Inc. (a)		950		30,666
Amazon.com, Inc. (a)		2,408		416,825
Baidu, Inc. Sponsored ADR (Cayman Islands) (a)		1,436		167,251
Check Point Software Technologies Ltd. (a)		1,099		57,741
Ctrip.com International Ltd. ADR (Cayman Islands) (a)		781		18,275
eBay, Inc. (a)		6,835		207,306
Expedia, Inc.		639		18,544
F5 Networks, Inc. (a)		421		44,677
Google, Inc. Class A (a)		1,356		875,840
Liberty Interactive Corp. Class A (a)		2,972		48,191
Netflix, Inc. (a)		293		20,302
Priceline.com, Inc. (a)		264		123,475
Symantec Corp. (a)		3,903		61,082
VeriSign, Inc.		842		30,076
Yahoo!, Inc. (a)		6,567		105,926
				2,226,177
Lodging — 0.5%
Wynn Resorts Ltd.		662		73,144
Media — 4.6%
Comcast Corp. Class A		11,080		262,707
DIRECTV Class A (a)		3,736		159,751
News Corp. Class A		9,119		162,683
Sirius XM Radio, Inc. (a)		19,859		36,143
				621,284
Mining — 0.2%
Randgold Resources Ltd. Sponsored ADR (Channel Islands)		305		31,141
Pharmaceuticals — 4.2%
DENTSPLY International, Inc.		750		26,242
Express Scripts, Inc. (a)		2,571		114,898
Gilead Sciences, Inc. (a)		3,977		162,779
Mylan, Inc. (a)		2,258		48,457
Perrigo Co.		493		47,969
Teva Pharmaceutical Industries Ltd. Sponsored ADR (Israel)		3,706		149,574
Warner Chilcott PLC Class A (a)		1,346		20,365
				570,284

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

39

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

	Number of Shares		Value
Retail — 5.0%
Bed Bath & Beyond, Inc. (a)		1,295	$	75,071
Costco Wholesale Corp.		2,295		191,219
Dollar Tree, Inc. (a)		630		52,359
O’Reilly Automotive, Inc. (a)		679		54,286
Orchard Supply Hardware Stores Corp. (a) (b)		25		94
Ross Stores, Inc.		1,234		58,652
Sears Holdings Corp. (a)		566		17,988
Staples, Inc.		3,703		51,435
Starbucks Corp.		3,947		181,602
				682,706
Semiconductors — 9.3%
Altera Corp.		1,699		63,033
Applied Materials, Inc.		6,976		74,713
Avago Technologies Ltd.		1,302		37,576
Broadcom Corp. Class A (a)		2,573		75,543
Intel Corp.		26,962		653,828
KLA-Tencor Corp.		882		42,557
Lam Research Corp. (a)		633		23,434
Linear Technology Corp.		1,206		36,216
Marvell Technology Group Ltd. (a)		3,207		44,417
Maxim Integrated Products, Inc.		1,545		40,232
Microchip Technology, Inc.		1,012		37,070
Micron Technology, Inc. (a)		5,229		32,890
NVIDIA Corp. (a)		3,233		44,809
Xilinx, Inc.		1,390		44,563
				1,250,881
Software — 18.1%
Activision Blizzard, Inc.		6,059		74,647
Adobe Systems, Inc. (a)		2,599		73,474
Autodesk, Inc. (a)		1,200		36,396
BMC Software, Inc. (a)		901		29,535
CA, Inc.		2,612		52,801
Cerner Corp. (a)		897		54,941
Citrix Systems, Inc. (a)		987		59,931
Electronic Arts, Inc. (a)		1,755		36,153
Fiserv, Inc. (a)		746		43,820
Infosys Ltd. Sponsored ADR (India)		413		21,220
Intuit, Inc.		1,576		82,882
Microsoft Corp.		44,542		1,156,310
Nuance Communications, Inc. (a)		1,593		40,080
Oracle Corp.		26,711		685,137
				2,447,327
Telecommunications — 8.7%
Cisco Systems, Inc.		28,465		514,647
QUALCOMM, Inc.		8,901		486,885
Virgin Media, Inc.		1,593		34,058
Vodafone Group PLC Sponsored ADR (United Kingdom)		4,864		136,338
				1,171,928

	Number of Shares		Value
Toys, Games & Hobbies — 0.4%
Mattel, Inc.		1,793	$	49,774
Transportation — 0.8%
C.H. Robinson Worldwide, Inc.		869		60,639
Expeditors International of Washington, Inc.		1,123		45,998
				106,637
TOTAL COMMON STOCK (Cost $11,188,497)				13,246,330
PREFERRED STOCK — 0.0%
Retail — 0.0%
Orchard Supply Hardware Stores Corp. (a) (b)		25		94
TOTAL PREFERRED STOCK (Cost $217)				94
TOTAL EQUITIES (Cost $11,188,714)				13,246,424
MUTUAL FUNDS — 0.1%
Diversified Financial — 0.1%
PowerShares QQQ Trust, Series 1		263		14,683
TOTAL MUTUAL FUNDS (Cost $11,706)				14,683
TOTAL LONG-TERM INVESTMENTS (Cost $11,200,420)				13,261,107
	Principal Amount
SHORT-TERM INVESTMENTS — 2.1%
Repurchase Agreement — 1.7%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (c)	$	234,943		234,943
Time Deposits — 0.0%
Euro Time Deposit 0.010% 1/03/12		413		413
U.S. Treasury Bills — 0.4%
U.S. Treasury Bill (d) 0.020% 5/03/12		5,000		5,000
U.S. Treasury Bill (d) 0.021% 5/03/12		20,000		19,999
U.S. Treasury Bill (d) 0.033% 5/03/12		10,000		9,999
U.S. Treasury Bill (d) 0.042% 5/03/12		5,000		4,999

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

40

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

	Principal Amount		Value
U.S. Treasury Bill (d) 0.050% 5/03/12	$	10,000	$	9,998
				49,995
TOTAL SHORT-TERM INVESTMENTS (Cost $285,351)				285,351
TOTAL INVESTMENTS — 100.2% (Cost $11,485,771) (e)				13,546,458
Other Assets/(Liabilities) — (0.2)%				(26,995	)
NET ASSETS — 100.0%			$	13,519,463

Notes to Portfolio of Investments

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 $234,944. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 9/25/39, and an aggregate market value, including accrued interest, of $239,994.

(d) This security is held as collateral for open futures contracts. (Note 2).

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

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

41

MML Small Cap Growth Equity Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 97.5%
COMMON STOCK — 97.5%
Aerospace & Defense — 1.6%
Aerovironment, Inc. (a)		18,010	$	566,775
Esterline Technologies Corp. (a)		18,000		1,007,460
Moog, Inc. Class A (a)		26,320		1,156,237
Teledyne Technologies, Inc. (a)		23,840		1,307,624
				4,038,096
Airlines — 0.7%
JetBlue Airways Corp. (a)		180,800		940,160
US Airways Group, Inc. (a)		184,110		933,438
				1,873,598
Apparel — 3.7%
Deckers Outdoor Corp. (a)		7,770		587,179
Steven Madden Ltd. (a)		15,250		526,125
Under Armour, Inc. Class A (a)		72,900		5,233,491
The Warnaco Group, Inc. (a)		63,300		3,167,532
				9,514,327
Automotive & Parts — 1.2%
Dana Holding Corp. (a)		86,120		1,046,358
Meritor, Inc. (a)		117,140		623,185
Tenneco, Inc. (a)		45,150		1,344,567
				3,014,110
Banks — 3.0%
Boston Private Financial Holdings, Inc.		123,200		978,208
East West Bancorp, Inc.		20,820		411,195
Hancock Holding Co.		23,600		754,492
International Bancshares Corp.		50,190		920,234
MB Financial, Inc.		35,990		615,429
National Penn Bancshares, Inc.		101,000		852,440
PacWest Bancorp		46,060		872,837
Pinnacle Financial Partners, Inc. (a)		79,610		1,285,701
Signature Bank (a)		11,430		685,686
Western Alliance Bancorp (a)		54,200		337,666
				7,713,888
Beverages — 1.5%
The Boston Beer Co., Inc. Class A (a)		28,400		3,083,104
Cott Corp. (a)		83,700		523,962
Green Mountain Coffee Roasters, Inc. (a)		5,100		228,735
				3,835,801
Biotechnology — 0.9%
Exelixis, Inc. (a)		118,800		562,518
Immunogen, Inc. (a)		24,410		282,668
Incyte Corp. (a)		51,440		772,114
Seattle Genetics, Inc. (a)		44,950		751,339
				2,368,639

	Number of Shares		Value
Building Materials — 0.9%
Armstrong World Industries, Inc. (a)		12,970	$	568,994
Lennox International, Inc.		23,310		786,712
Owens Corning, Inc. (a)		21,450		616,044
Trex Co., Inc. (a)		16,304		373,525
				2,345,275
Chemicals — 0.7%
Ferro Corp. (a)		97,210		475,357
Methanex Corp.		59,635		1,360,871
				1,836,228
Commercial Services — 4.2%
The Advisory Board Co. (a)		14,190		1,053,040
AerCap Holdings NV (a)		78,090		881,636
American Public Education, Inc. (a)		4,200		181,776
Convergys Corp. (a)		78,200		998,614
Corrections Corporation of America (a)		20,270		412,900
CoStar Group, Inc. (a)		21,200		1,414,676
Estacio Participacoes SA		14,645		141,248
The Geo Group, Inc. (a)		9,870		165,322
Healthspring, Inc. (a)		18,020		982,811
Huron Consulting Group, Inc. (a)		19,580		758,529
Localiza Rent a Car SA		29,130		399,801
PAREXEL International Corp. (a)		24,117		500,187
Rent-A-Center, Inc.		16,210		599,770
United Rentals, Inc. (a)		23,060		681,423
Weight Watchers International, Inc.		6,670		366,917
Wright Express Corp. (a)		21,590		1,171,905
				10,710,555
Computers — 6.7%
Cadence Design Systems, Inc. (a)		120,340		1,251,536
Fortinet, Inc. (a)		18,020		393,016
LivePerson, Inc. (a)		37,680		472,884
LogMeIn, Inc. (a)		104,200		4,016,910
MICROS Systems, Inc. (a)		111,200		5,179,696
Quantum Corp. (a)		264,010		633,624
Stratasys, Inc. (a)		99,100		3,013,631
Sykes Enterprises, Inc. (a)		98,463		1,541,931
Syntel, Inc.		12,740		595,850
				17,099,078
Cosmetics & Personal Care — 0.3%
Elizabeth Arden, Inc. (a)		17,140		634,866
Distribution & Wholesale — 1.1%
LKQ Corp. (a)		92,188		2,773,015
Diversified Financial — 5.0%
Financial Engines, Inc. (a)		27,030		603,580
Greenhill & Co., Inc.		101,800		3,702,466
Investment Technology Group, Inc. (a)		65,900		712,379

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

42

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

	Number of Shares		Value
Knight Capital Group, Inc. Class A (a)		26,200	$	309,684
Manning & Napier, Inc. (a)		18,400		229,816
National Financial Partners Corp. (a)		56,610		765,367
Netspend Holdings, Inc. (a)		15,600		126,516
Portfolio Recovery Associates, Inc. (a)		83,800		5,658,176
Waddell & Reed Financial, Inc. Class A		26,300		651,451
				12,759,435
Electric — 0.6%
El Paso Electric Co.		20,380		705,963
IDACORP, Inc.		21,670		919,025
				1,624,988
Electrical Components & Equipment — 1.4%
GrafTech International Ltd. (a)		232,600		3,174,990
SunPower Corp. (a)		34,949		217,732
Universal Display Corp. (a)		8,100		297,189
				3,689,911
Electronics — 2.0%
Celestica, Inc. (a)		89,360		655,009
Coherent, Inc. (a)		7,100		371,117
Faro Technologies, Inc. (a)		45,100		2,074,600
Jabil Circuit, Inc.		101,300		1,991,558
				5,092,284
Entertainment — 1.1%
Bally Technologies, Inc. (a)		23,610		934,012
Churchill Downs, Inc.		19,960		1,040,515
DreamWorks Animation SKG, Inc. Class A (a)		46,130		765,527
				2,740,054
Environmental Controls — 1.1%
Waste Connections, Inc.		86,200		2,856,668
Foods — 0.1%
Diamond Foods, Inc.		10,960		353,679
Gas — 0.1%
Southwest Gas Corp.		7,800		331,422
Health Care – Products — 9.2%
Bruker Corp. (a)		48,800		606,096
Cyberonics, Inc. (a)		122,800		4,113,800
Dexcom, Inc. (a)		277,200		2,580,732
Gen-Probe, Inc. (a)		13,830		817,630
HeartWare International, Inc. (a)		8,170		563,730
Insulet Corp. (a)		58,620		1,103,815
Masimo Corp. (a)		119,000		2,223,515
NuVasive, Inc. (a)		141,720		1,784,255
Tornier BV (a)		6,310		113,580
Volcano Corp. (a)		169,260		4,026,695

	Number of Shares		Value
Zoll Medical Corp. (a)		89,690	$	5,666,614
				23,600,462
Health Care – Services — 2.0%
Coventry Health Care, Inc. (a)		22,380		679,680
Health Management Associates, Inc. Class A (a)		133,210		981,758
Health Net, Inc. (a)		46,450		1,413,009
Kindred Healthcare, Inc. (a)		74,700		879,219
WellCare Health Plans, Inc. (a)		20,360		1,068,900
				5,022,566
Holding Company – Diversified — 0.1%
Justice Holdings Ltd. (a)		26,865		358,804
Home Builders — 0.9%
KB Home		74,500		500,640
Meritage Home Corp. (a)		39,890		925,049
NVR, Inc. (a)		654		448,644
PulteGroup, Inc. (a)		47,700		300,987
				2,175,320
Home Furnishing — 2.3%
Tempur-Pedic International, Inc. (a)		85,580		4,495,518
TiVo, Inc. (a)		149,260		1,338,862
				5,834,380
Insurance — 0.5%
eHealth, Inc. (a)		73,780		1,084,566
Protective Life Corp.		10,600		239,136
				1,323,702
Internet — 5.9%
Ariba, Inc. (a)		14,190		398,455
BroadSoft, Inc. (a)		17,790		537,258
Constant Contact, Inc. (a)		36,630		850,182
DealerTrack Holdings, Inc. (a)		152,500		4,157,150
Dice Holdings, Inc. (a)		180,420		1,495,682
IAC/InterActiveCorp		49,560		2,111,256
Liquidity Services, Inc. (a)		7,500		276,750
Sapient Corp.		278,430		3,508,218
Shutterfly, Inc. (a)		28,140		640,466
ValueClick, Inc. (a)		62,440		1,017,148
				14,992,565
Leisure Time — 1.1%
Brunswick Corp.		46,120		832,927
LIFE TIME FITNESS, Inc. (a)		43,700		2,042,975
				2,875,902
Machinery – Diversified — 3.2%
Gardner Denver, Inc.		20,000		1,541,200
The Middleby Corp. (a)		2,800		263,312
Wabtec Corp.		91,300		6,386,435
				8,190,947

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

43

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

	Number of Shares		Value
Manufacturing — 2.4%
Acuity Brands, Inc.		89,000	$	4,717,000
Colfax Corp. (a)		9,030		257,175
Fabrinet (a)		24,410		333,929
FreightCar America, Inc. (a)		27,533		576,816
Polypore International, Inc. (a)		2,970		130,650
				6,015,570
Media — 1.9%
AMC Networks, Inc. (a)		20,940		786,925
FactSet Research Systems, Inc.		41,862		3,653,716
Sinclair Broadcast Group, Inc. Class A		33,500		379,555
				4,820,196
Mining — 0.2%
Detour Gold Corp. (a)		16,540		408,325
Office Furnishings — 0.2%
Knoll, Inc.		30,650		455,152
Oil & Gas — 2.2%
Atwood Oceanics, Inc. (a)		15,270		607,593
Carrizo Oil & Gas, Inc. (a)		42,860		1,129,361
Comstock Resources, Inc. (a)		40,200		615,060
Lone Pine Resources, Inc. (a)		92,350		647,374
Quicksilver Resources, Inc. (a)		89,500		600,545
Rosetta Resources, Inc. (a)		34,760		1,512,060
Whiting Petroleum Corp. (a)		10,515		490,945
				5,602,938
Oil & Gas Services — 4.7%
Core Laboratories NV		29,700		3,384,315
Dril-Quip, Inc. (a)		87,900		5,785,578
Hornbeck Offshore Services, Inc. (a)		16,210		502,834
ION Geophysical Corp. (a)		140,873		863,552
Tidewater, Inc.		26,960		1,329,128
				11,865,407
Packaging & Containers — 0.7%
Graphic Packaging Holding Co. (a)		182,160		776,001
Silgan Holdings, Inc.		28,820		1,113,605
				1,889,606
Pharmaceuticals — 2.8%
Alkermes Plc (a)		42,200		732,592
Amylin Pharmaceuticals, Inc. (a)		43,530		495,371
Ardea Biosciences, Inc. (a)		11,700		196,677
Cadence Pharmaceuticals, Inc. (a)		61,700		243,715
Catalyst Health Solutions, Inc. (a)		11,150		579,800
Ironwood Pharmaceuticals, Inc. (a)		26,450		316,607
Onyx Pharmaceuticals, Inc. (a)		10,680		469,386
Questcor Pharmaceuticals, Inc. (a)		29,000		1,205,820
Salix Pharmaceuticals Ltd. (a)		35,320		1,690,062
SXC Health Solutions Corp. (a)		18,980		1,071,990
United Therapeutics Corp. (a)		2,800		132,300
				7,134,320

	Number of Shares		Value
Real Estate Investment Trusts (REITS) — 0.9%
Associated Estates Realty Corp.		57,330	$	914,414
MFA Financial, Inc.		142,500		957,600
PS Business Parks, Inc.		9,259		513,226
				2,385,240
Retail — 6.6%
AFC Enterprises, Inc (a)		10,660		156,702
Buffalo Wild Wings, Inc. (a)		1,500		101,265
The Cheesecake Factory, Inc. (a)		43,640		1,280,834
The Children’s Place Retail Store, Inc. (a)		8,600		456,832
Columbia Sportswear Co.		51,720		2,407,566
Denny’s Corp. (a)		185,950		699,172
DSW, Inc. Class A		11,920		526,983
Express, Inc. (a)		33,490		667,791
GNC Holdings, Inc. (a)		34,110		987,484
Hanesbrands, Inc. (a)		22,094		482,975
Liz Claiborne, Inc. (a)		128,380		1,107,919
Nu Skin Enterprises, Inc. Class A		7,380		358,447
Panera Bread Co. Class A (a)		19,500		2,758,275
Rue21, Inc. (a)		48,970		1,057,752
Vera Bradley, Inc. (a)		58,500		1,886,625
Zumiez, Inc. (a)		65,800		1,826,608
				16,763,230
Semiconductors — 1.9%
Applied Micro Circuits Corp. (a)		8,630		57,994
Cavium, Inc. (a)		9,290		264,115
Cypress Semiconductor Corp. (a)		29,790		503,153
Fairchild Semiconductor International, Inc. (a)		44,560		536,502
Lattice Semiconductor Corp. (a)		62,140		369,112
Microsemi Corp. (a)		39,920		668,660
Mindspeed Technologies, Inc. (a)		33,850		155,033
Nanometrics, Inc. (a)		40,320		742,694
ON Semiconductor Corp. (a)		97,750		754,630
Skyworks Solutions, Inc. (a)		45,210		733,306
				4,785,199
Software — 4.2%
Allscripts Healthcare Solutions, Inc. (a)		31,770		601,724
Concur Technologies, Inc. (a)		14,700		746,613
Jive Software, Inc. (a)		13,900		222,400
MicroStrategy, Inc. Class A (a)		4,709		510,079
Parametric Technology Corp. (a)		18,540		338,540
Pegasystems, Inc.		26,230		771,162
RealPage, Inc. (a)		8,620		217,827
Solera Holdings, Inc.		28,400		1,264,936
Synchronoss Technologies, Inc. (a)		48,900		1,477,269
Take-Two Interactive Software, Inc. (a)		50,170		679,804

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

44

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

	Number of Shares		Value
The Ultimate Software Group, Inc. (a)		53,300	$	3,470,896
VeriFone Systems, Inc. (a)		13,870		492,662
				10,793,912
Storage & Warehousing — 0.7%
Mobile Mini, Inc. (a)		98,700		1,722,315
Telecommunications — 3.1%
Acme Packet, Inc. (a)		75,600		2,336,796
Aruba Networks, Inc. (a)		26,105		483,464
DigitalGlobe, Inc. (a)		34,990		598,679
Finisar Corp. (a)		131,750		2,206,154
Ixia (a)		27,730		291,442
RF Micro Devices, Inc. (a)		40,810		220,374
tw telecom, Inc. (a)		55,960		1,084,505
Vonage Holdings Corp. (a)		307,980		754,551
				7,975,965
Transportation — 1.9%
Con-way, Inc.		22,240		648,518
Genesee & Wyoming, Inc. Class A (a)		11,190		677,890
GulfMark Offshore, Inc. Class A (a)		35,300		1,482,953
J.B. Hunt Transport Services, Inc.		35,480		1,599,084
Old Dominion Freight Line, Inc. (a)		12,525		507,638
				4,916,083
TOTAL COMMON STOCK (Cost $235,144,705)				249,114,023
TOTAL EQUITIES (Cost $235,144,705)				249,114,023
MUTUAL FUNDS — 0.9%
Diversified Financial — 0.9%
iShares Russell 2000 Index Fund		29,717		2,189,846
TOTAL MUTUAL FUNDS (Cost $2,156,676)				2,189,846
TOTAL LONG-TERM INVESTMENTS (Cost $237,301,381)				251,303,869
	Principal Amount
SHORT-TERM INVESTMENTS — 1.7%
Repurchase Agreement — 1.7%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	4,239,959		4,239,959

	Value
TOTAL SHORT-TERM INVESTMENTS (Cost $4,239,959)	$	4,239,959
TOTAL INVESTMENTS — 100.1% (Cost $241,541,340) (c)		255,543,828
Other Assets/(Liabilities) — (0.1)%		(144,833	)
NET ASSETS — 100.0%	$	255,398,995

Notes to Portfolio of Investments

(a) Non-income producing security.

(b) Maturity value of $4,239,964. Collateralized by U.S. Government Agency obligations with rates ranging from 3.500% – 4.000%, maturity dates ranging from 11/25/38 – 9/25/39, and an aggregate market value, including accrued interest, of $4,327,824.

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

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

45

MML Series Investment Fund – Financial Statements

Statements of Assets and Liabilities

December 31, 2011

	MML Blue Chip Growth Fund			MML Emerging Growth Fund
Assets:
Investments, at value (Note 2) (a)	$	331,032,094		$	11,704,935
Short-term investments, at value (Note 2) (b)		2,255,103			135,523
Total investments		333,287,197			11,840,458
Receivables from:
Investments sold		30,048			-
Investment adviser (Note 3)		-			2,959
Fund shares sold		12,443			988
Interest and dividends		241,420			3,404
Foreign taxes withheld		7,802			-
Total assets		333,578,910			11,847,809
Liabilities:
Payables for:
Investments purchased		-			2,376
Fund shares repurchased		11,942			1,003
Variation margin on open futures contracts (Note 2)		-			-
Trustees’ fees and expenses (Note 3)		42,768			6,676
Affiliates (Note 3):
Investment management fees		212,590			10,485
Administration fees		-			-
Service fees		5,737			680
Accrued expense and other liabilities		51,538			24,875
Total liabilities		324,575			46,095
Net assets	$	333,254,335		$	11,801,714
Net assets consist of:
Paid-in capital	$	271,175,726		$	15,556,467
Undistributed (accumulated) net investment income (loss)		268,826			(6,587	)
Accumulated net realized gain (loss) on investments and foreign currency transactions		(5,704,617	)		(4,283,846	)
Net unrealized appreciation (depreciation) on investments and foreign currency translations		67,514,400			535,680
Net assets	$	333,254,335		$	11,801,714
(a)        Cost of investments:	$	263,519,046		$	11,169,255
(b)        Cost of short-term investments:	$	2,255,103		$	135,523

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

46

MML Equity Index Fund			MML Large Cap Value Fund			MML NASDAQ-100 Fund			MML Small Cap Growth Equity Fund
$	289,475,651		$	201,167,006		$	13,261,107		$	251,303,869
	4,274,017			10,065,288			285,351			4,239,959
	293,749,668			211,232,294			13,546,458			255,543,828
	48,164			709,115			1,597			472,807
	8,940			-			5,707			-
	32,563			27,533			4,888			43,383
	437,708			282,857			9,512			75,009
	-			39,400			-			-
	294,277,043			212,291,199			13,568,162			256,135,027
	-			-			-			352,961
	109,317			117,781			11,262			35,947
	17,439			-			330			-
	154,491			68,920			5,299			62,518
	24,716			138,569			5,164			232,542
	41,931			-			-			-
	3,616			11,100			1,257			3,188
	48,884			43,930			25,387			48,876
	400,394			380,300			48,699			736,032
$	293,876,649		$	211,910,899		$	13,519,463		$	255,398,995
$	257,174,754		$	210,919,661		$	13,282,149		$	217,185,847
	5,258,687			1,318,459			40,117			(60,779	)
	(12,289,985	)		(23,246,849	)		(1,865,083	)		24,271,400
	43,733,193			22,919,628			2,062,280			14,002,527
$	293,876,649		$	211,910,899		$	13,519,463		$	255,398,995
$	245,780,339		$	178,251,842		$	11,200,420		$	237,301,381
$	4,274,017		$	10,065,288		$	285,351		$	4,239,959

47

MML Series Investment Fund – Financial Statements (Continued)

Statements of Assets and Liabilities

December 31, 2011

	MML Blue Chip Growth Fund		MML Emerging Growth Fund
Initial Class shares:
Net assets	$	323,778,653	$	10,653,715
Shares outstanding (a)		28,352,458		1,885,640
Net asset value, offering price and redemption price per share	$	11.42	$	5.65
Class I shares:
Net assets	$	-	$	-
Shares outstanding (a)		-		-
Net asset value, offering price 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	$	9,475,682	$	1,147,999
Shares outstanding (a)		835,640		204,882
Net asset value, offering price and redemption price per share	$	11.34	$	5.60
Service Class shares I:
Net assets	$	-	$	-
Shares outstanding (a)		-		-
Net asset value, offering price and redemption price per share	$	-	$	-

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

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

48

MML Equity Index Fund		MML Large Cap Value Fund		MML NASDAQ-100 Fund		MML Small Cap Growth Equity Fund
$	-	$	193,403,063	$	11,310,078	$	250,279,361
	-		17,613,327		1,941,484		15,593,623
$	-	$	10.98	$	5.83	$	16.05
$	74,926,725	$	-	$	-	$	-
	4,763,973		-		-		-
$	15.73	$	-	$	-	$	-
$	106,050,338	$	-	$	-	$	-
	6,730,676		-		-		-
$	15.76	$	-	$	-	$	-
$	106,668,799	$	-	$	-	$	-
	6,776,923		-		-		-
$	15.74	$	-	$	-	$	-
$	-	$	18,507,836	$	2,209,385	$	5,119,634
	-		1,693,467		381,476		321,861
$	-	$	10.93	$	5.79	$	15.91
$	6,230,787	$	-	$	-	$	-
	401,309		-		-		-
$	15.53	$	-	$	-	$	-

49

MML Series Investment Fund – Financial Statements (Continued)

Statements of Operations

For the Year Ended December 31, 2011

	MML Blue Chip Growth Fund			MML Emerging Growth Fund
Investment income (Note 2):
Dividends (a)	$	3,087,228		$	29,869
Interest		203			43
Total investment income		3,087,431			29,912
Expenses (Note 3):
Investment management fees		2,608,041			139,922
Custody fees		43,212			7,435
Audit fees		33,920			32,541
Legal fees		4,598			1,492
Proxy fees		917			917
Shareholder reporting fees		48,072			4,756
Trustees’ fees		27,620			1,088
		2,766,380			188,151
Administration fees:
Class I		-			-
Class II		-			-
Class III		-			-
Service Class I		-			-
Service fees:
Service Class		21,686			2,724
Service Class I		-			-
Total expenses		2,788,066			190,875
Expenses waived (Note 3):
Initial Class fees waived by adviser		-			(19,812	)
Service Class fees waived by adviser		-			(1,764	)
Class II administrative fees waived		-			-
Class III administrative fees waived		-			-
Net expenses		2,788,066			169,299
Net investment income (loss)		299,365			(139,387	)
Realized and unrealized gain (loss):
Net realized gain (loss) on:
Investment transactions		22,244,033			1,504,864
Futures contracts		-			-
Foreign currency transactions		1,080			-
Net realized gain (loss)		22,245,113			1,504,864
Net change in unrealized appreciation (depreciation) on:
Investment transactions		(16,890,096	)		(2,095,884	)
Futures contracts		-			-
Translation of assets and liabilities in foreign currencies		(42	)		-
Net change in unrealized appreciation (depreciation)		(16,890,138	)		(2,095,884	)
Net realized gain (loss) and change in unrealized appreciation (depreciation)		5,354,975			(591,020	)
Net increase (decrease) in net assets resulting from operations	$	5,654,340		$	(730,407	)
(a)        Net of withholding tax of:	$	1,980		$	285

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

50

MML Equity Index Fund			MML Large Cap Value Fund			MML NASDAQ-100 Fund			MML Small Cap Growth Equity Fund
$	6,228,122		$	3,839,405		$	123,911		$	1,155,173
	792			18,719			70			24,850
	6,228,914			3,858,124			123,981			1,180,023
	301,943			1,735,821			59,150			2,766,226
	29,045			28,114			6,097			64,845
	33,152			32,521			33,690			36,130
	4,154			3,360			2,093			3,675
	917			918			918			917
	41,580			32,115			5,278			37,642
	24,717			18,377			1,025			20,858
	435,508			1,851,226			108,251			2,930,293
	236,904			-			-			-
	210,833			-			-			-
	53,581			-			-			-
	14,544			-			-			-
	-			43,646			4,452			12,526
	12,120			-			-			-
	963,490			1,894,872			112,703			2,942,819
	-			-			(29,935	)		-
	-			-			(4,707	)		-
	(55,482	)		-			-			-
	(53,581	)		-			-			-
	854,427			1,894,872			78,061			2,942,819
	5,374,487			1,963,252			45,920			(1,762,796	)
	2,852,106			9,544,792			1,855,793			27,213,802
	(3,225	)		-			26,755			-
	-			(4,464	)		-			(21,559	)
	2,848,881			9,540,328			1,882,548			27,192,243
	(2,429,186	)		(20,072,962	)		(1,609,349	)		(35,136,964	)
	(19,624	)		-			1,183			-
	-			(541	)		-			3,317
	(2,448,810	)		(20,073,503	)		(1,608,166	)		(35,133,647	)
	400,071			(10,533,175	)		274,382			(7,941,404	)
$	5,774,558		$	(8,569,923	)	$	320,302		$	(9,704,200	)
$	-		$	47,605		$	489		$	9,522

51

MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML Blue Chip Growth Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	299,365		$	142,987
Net realized gain (loss) on investment transactions		22,245,113			11,979,688
Net change in unrealized appreciation (depreciation) on investments		(16,890,138	)		36,998,229
Net increase (decrease) in net assets resulting from operations		5,654,340			49,120,904
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		(128,353	)		(233,055	)
Class I		-			-
Class II		-			-
Class III		-			-
Service Class I		-			-
Total distributions from net investment income		(128,353	)		(233,055	)
Net fund share transactions (Note 5):
Initial Class		(17,885,991	)		105,421,315
Class I		-			-
Class II		-			-
Class III		-			-
Service Class		1,566,442			1,155,540
Service Class I		-			-
Increase (decrease) in net assets from fund share transactions		(16,319,549	)		106,576,855
Total increase (decrease) in net assets		(10,793,562	)		155,464,704
Net assets
Beginning of year		344,047,897			188,583,193
End of year	$	333,254,335		$	344,047,897
Undistributed (accumulated) net investment income (loss) included in net assets at end of year	$	268,826		$	119,414

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

52

MML Emerging Growth Fund						MML Equity Index Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
$	(139,387	)	$	(108,094	)	$	5,374,487		$	5,325,461
	1,504,864			1,391,605			2,848,881			683,607
	(2,095,884	)		1,477,981			(2,448,810	)		35,126,179
	(730,407	)		2,761,492			5,774,558			41,135,247
	-			-			-			-
	-			-			(1,253,286	)		(1,198,204	)
	-			-			(1,863,933	)		(2,245,451	)
	-			-			(2,033,964	)		(1,702,367	)
	-			-			(91,663	)		(28,744	)
	-			-			(5,242,846	)		(5,174,766	)
	(1,819,249	)		(10,765	)		-			-
	-			-			(6,371,600	)		(3,051,896	)
	-			-			(9,877,049	)		(35,685,394	)
	-			-			592,354			4,218,185
	252,959			284,563			-			-
	-			-			2,982,027			1,819,674
	(1,566,290	)		273,798			(12,674,268	)		(32,699,431	)
	(2,296,697	)		3,035,290			(12,142,556	)		3,261,050
	14,098,411			11,063,121			306,019,205			302,758,155
$	11,801,714		$	14,098,411		$	293,876,649		$	306,019,205
$	(6,587	)	$	(6,287	)	$	5,258,687		$	5,170,342

53

MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML Large Cap Value Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	1,963,252		$	1,703,007
Net realized gain (loss) on investment transactions		9,540,328			6,338,122
Net change in unrealized appreciation (depreciation) on investments		(20,073,503	)		18,398,494
Net increase (decrease) in net assets resulting from operations		(8,569,923	)		26,439,623
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		(1,833,087	)		(1,687,136	)
Service Class		(127,051	)		(90,042	)
Total distributions from net investment income		(1,960,138	)		(1,777,178	)
From net realized gains:
Initial Class		-			-
Service Class		-			-
Total distributions from net realized gains		-			-
Net fund share transactions (Note 5):
Initial Class		(15,543,400	)		(16,256,458	)
Service Class		2,798,661			4,114,295
Increase (decrease) in net assets from fund share transactions		(12,744,739	)		(12,142,163	)
Total increase (decrease) in net assets		(23,274,800	)		12,520,282
Net assets
Beginning of year		235,185,699			222,665,417
End of year	$	211,910,899		$	235,185,699
Undistributed (accumulated) net investment income (loss) included in net assets at end of year	$	1,318,459		$	1,319,809

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

54

MML NASDAQ-100 Fund						MML Small Cap Growth Equity Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
$	45,920		$	35,354		$	(1,762,796	)	$	(1,582,956	)
	1,882,548			37,232			27,192,243			34,824,758
	(1,608,166	)		1,892,953			(35,133,647	)		20,037,100
	320,302			1,965,539			(9,704,200	)		53,278,902
	(30,210	)		(12,546	)		-			-
	(2,537	)		(172	)		-			-
	(32,747	)		(12,718	)		-			-
	-			-			(9,981,321	)		-
	-			-			(205,164	)		-
	-			-			(10,186,485	)		-
	118,581			39,217			10,859,398			(43,733,654	)
	896,066			441,975			1,157,562			1,105,424
	1,014,647			481,192			12,016,960			(42,628,230	)
	1,302,202			2,434,013			(7,873,725	)		10,650,672
	12,217,261			9,783,248			263,272,720			252,622,048
$	13,519,463		$	12,217,261		$	255,398,995		$	263,272,720
$	40,117		$	30,748		$	(60,779	)	$	(65,759	)

55

MML Series Investment Fund – Financial Highlights

(For a share outstanding throughout each period)

MML Blue Chip Growth Fund

			Income (loss) from investment operations:									Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***			Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			Tax return of capital			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	11.27	$	0.01		$	0.14		$	0.15		$	(0.00	) †	$	-		$	(0.00	) †	$	11.42		1.37%		$	323,779		0.80%			N/A			0.09%			37%
12/31/10		9.71		0.01			1.56			1.57			(0.01	)		-			(0.01	)		11.27		16.17%			336,211		0.80%			N/A			0.06%			37%
12/31/09		6.83		0.01			2.88			2.89			(0.01	)		-			(0.01	)		9.71		42.38%			182,984		0.83%			N/A			0.12%			80%	>>
12/31/08		11.87		0.02			(5.06	)		(5.04	)		-			-			-			6.83		(42.46%	)		168,558		0.85%			0.84%	#		0.23%			33%
12/31/07		10.58		0.05			1.29			1.34			(0.05	)		(0.00	) †		(0.05	)		11.87		12.67%			61,701		0.84%			N/A			0.40%			35%
Service Class
12/31/11	$	11.22	$	(0.02	)	$	0.14		$	0.12		$	-		$	-		$	-		$	11.34		1.07%		$	9,476		1.05%			N/A			(0.15%	)		37%
12/31/10		9.68		(0.02	)		1.56			1.54			-			-			-			11.22		15.91%			7,837		1.05%			N/A			(0.20%	)		37%
12/31/09		6.83		(0.01	)		2.87			2.86			(0.01	)		-			(0.01	)		9.68		41.93%			5,600		1.08%			N/A			(0.13%	)		80%	>>
12/31/08 +++		10.70		0.00	†		(3.87	)		(3.87	)		-			-			-			6.83		(36.17%	) **		1,816		1.10%	*		N/A			0.17%	*		33%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

>> The portfolio turnover rate excludes merger activity.

MML Emerging Growth Fund

			Income (loss) from investment operations														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***			Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	6.05	$	(0.06	)	$	(0.34	)	$	(0.40	)	$	5.65		(6.61%	)	$	10,654		1.41%			1.25%	#		(1.03%	)		65%
12/31/10		4.83		(0.05	)		1.27			1.22			6.05		25.26%			13,146		1.45%			1.25%	#		(0.92%	)		175%
12/31/09		4.30		(0.04	)		0.57			0.53			4.83		12.33%			10,566		1.52%			1.25%	#		(0.95%	)		184%
12/31/08		7.41		(0.05	)		(3.06	)		(3.11	)		4.30		(41.97%	)		9,873		1.58%			1.22%	#		(0.89%	)		280%
12/31/07		6.29		(0.05	)		1.17			1.12			7.41		17.81%			18,911		1.44%			1.16%	#		(0.72%	)		195%
Service Class
12/31/11	$	6.01	$	(0.08	)	$	(0.33	)	$	(0.41	)	$	5.60		(6.82%	)	$	1,148		1.66%			1.50%	#		(1.27%	)		65%
12/31/10		4.81		(0.06	)		1.26			1.20			6.01		24.95%			953		1.70%			1.50%	#		(1.14%	)		175%
12/31/09		4.30		(0.05	)		0.56			0.51			4.81		11.86%			497		1.77%			1.50%	#		(1.21%	)		184%
12/31/08 +++		6.72		(0.02	)		(2.40	)		(2.42	)		4.30		(36.01%	) **		181		2.27%	*		1.50%	*#		(1.10%	) *		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.

^^ 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 portfolio turnover rate results are for 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 Equity Index Fund

			Income (loss) from investment operations								Less distributions to shareholders											Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Class I
12/31/11	$	15.73	$	0.26	$	0.00	†	$	0.26		$	(0.26	)	$	(0.26	)	$	15.73		1.71%		$	74,927		0.44%			N/A			1.62%			4%
12/31/10		13.97		0.23		1.76			1.99			(0.23	)		(0.23	)		15.73		14.51%			81,199		0.45%			N/A			1.60%			5%
12/31/09		11.33		0.22		2.72			2.94			(0.30	)		(0.30	)		13.97		26.15%			74,938		0.46%			0.45%	#		1.84%			6%
12/31/08		18.06		0.29		(7.02	)		(6.73	)		-			-			11.33		(37.26%	)		48,279		0.45%			0.45%	##		1.88%			5%
12/31/07		17.45		0.28		0.61			0.89			(0.28	)		(0.28	)		18.06		5.13%			88,058		0.45%			N/A			1.53%			6%
Class II
12/31/11	$	15.76	$	0.28	$	(0.00	) †	$	0.28		$	(0.28	)	$	(0.28	)	$	15.76		1.84%		$	106,050		0.33%			0.28%	#		1.78%			4%
12/31/10		13.98		0.25		1.77			2.02			(0.24	)		(0.24	)		15.76		14.76%			115,521		0.34%			0.29%	#		1.76%			5%
12/31/09		11.34		0.24		2.72			2.96			(0.32	)		(0.32	)		13.98		26.33%			137,083		0.35%			0.29%	#		2.03%			6%
12/31/08		18.04		0.31		(7.01	)		(6.70	)		-			-			11.34		(37.14%	)		117,274		0.34%			0.29%	#		2.01%			5%
12/31/07		17.44		0.31		0.60			0.91			(0.31	)		(0.31	)		18.04		5.24%			197,826		0.34%			0.29%	#		1.69%			6%
Class III
12/31/11	$	15.75	$	0.31	$	(0.02	)	$	0.29		$	(0.30	)	$	(0.30	)	$	15.74		1.96%		$	106,669		0.19%			0.14%	#		1.92%			4%
12/31/10		13.97		0.27		1.77			2.04			(0.26	)		(0.26	)		15.75		14.93%			106,015		0.20%			0.15%	#		1.90%			5%
12/31/09		11.33		0.26		2.72			2.98			(0.34	)		(0.34	)		13.97		26.57%			89,566		0.21%			0.15%	#		2.17%			6%
12/31/08		18.01		0.34		(7.02	)		(6.68	)		-			-			11.33		(37.09%	)		76,287		0.20%			0.15%	#		2.23%			5%
12/31/07		17.41		0.33		0.61			0.94			(0.34	)		(0.34	)		18.01		5.40%			122,979		0.20%			0.15%	#		1.83%			6%
Service Class I
12/31/11	$	15.59	$	0.22	$	0.00	†	$	0.22		$	(0.28	)	$	(0.28	)	$	15.53		1.47%		$	6,231		0.69%			N/A			1.40%			4%
12/31/10		13.88		0.20		1.73			1.93			(0.22	)		(0.22	)		15.59		14.22%			3,284		0.70%			N/A			1.39%			5%
12/31/09		11.32		0.18		2.71			2.89			(0.33	)		(0.33	)		13.88		25.83%			1,171		0.71%			0.70%	#		1.53%			6%
12/31/08 +++		16.07		0.10		(4.85	)		(4.75	)		-			-			11.32		(29.56%	) **		478		0.72%	*		0.70%	*#		2.33%	*		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.

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

^^ 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 portfolio turnover rate results are for 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 Large Cap Value Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data:
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	11.54	$	0.10	$	(0.56	)	$	(0.46	)	$	(0.10	)	$	-		$	(0.10	)	$	10.98		(3.94%	)	$	193,403		0.82%			0.89%			15%
12/31/10		10.36		0.08		1.19			1.27			(0.09	)		-			(0.09	)		11.54		12.38%			218,666		0.83%			0.79%			17%
12/31/09		8.01		0.07		2.38			2.45			(0.10	)		-			(0.10	)		10.36		30.71%			211,859		0.85%			0.77%			21%
12/31/08		13.21		0.10		(5.29	)		(5.19	)		-			(0.01	)		(0.01	)		8.01		(39.30%	)		175,313		0.84%			0.92%			20%
12/31/07		12.80		0.15		0.39			0.54			(0.13	)		-			(0.13	)		13.21		4.22%			290,938		0.82%			1.10%			7%
Service Class
12/31/11	$	11.49	$	0.07	$	(0.55	)	$	(0.48	)	$	(0.08	)	$	-		$	(0.08	)	$	10.93		(4.14%	)	$	18,508		1.07%			0.64%			15%
12/31/10		10.33		0.06		1.17			1.23			(0.07	)		-			(0.07	)		11.49		12.04%			16,519		1.08%			0.56%			17%
12/31/09		8.01		0.04		2.38			2.42			(0.10	)		-			(0.10	)		10.33		30.32%			10,807		1.10%			0.47%			21%
12/31/08 +++		11.57		0.01		(3.56	)		(3.55	)		-			(0.01	)		(0.01	)		8.01		(30.69%	) **		4,823		1.12%	*		0.48%	*		20%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

MML NASDAQ-100 Fund

			Income (loss) from investment operations:									Less distributions to shareholders											Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***			Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	5.66	$	0.02		$	0.17		$	0.19		$	(0.02	)	$	(0.02	)	$	5.83		3.29%		$	11,310		0.82%			0.56%	#		0.38%			31%
12/31/10		4.74		0.02			0.91			0.93			(0.01	)		(0.01	)		5.66		19.58%			10,913		0.86%			0.56%	#		0.36%			5%
12/31/09		3.08		0.01			1.65			1.66			(0.00	) †		(0.00	) †		4.74		53.90%			9,105		1.09%			0.56%	#		0.18%			9%
12/31/08		5.30		0.00	†		(2.22	)		(2.22	)		(0.00	) †		(0.00	) †		3.08		(41.89%	)		5,322		1.23%			0.56%	#		0.01%			18%
12/31/07		4.46		0.00	†		0.84			0.84			(0.00	) †		(0.00	) †		5.30		18.86%			10,369		0.99%			0.56%	#		0.02%			17%
Service Class
12/31/11	$	5.64	$	0.01		$	0.15		$	0.16		$	(0.01	)	$	(0.01	)	$	5.79		2.81%		$	2,209		1.07%			0.81%	#		0.15%			31%
12/31/10		4.72		0.01			0.91			0.92			(0.00	) †		(0.00	) †		5.64		19.51%			1,304		1.11%			0.81%	#		0.14%			5%
12/31/09		3.08		(0.00	) †		1.64			1.64			-			-			4.72		53.25%			679		1.34%			0.81%	#		(0.06%	)		9%
12/31/08 +++		4.99		(0.00	) †		(1.91	)		(1.91	)		(0.00	) †		(0.00	) †		3.08		(38.28%	) **		251		2.05%	*		0.81%	*#		(0.16%	) *		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.

^^ 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 portfolio turnover rate results are for 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

			Income (loss) from investment operations									Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***			Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	17.70	$	(0.12	)	$	(0.82	)	$	(0.94	)	$	-		$	(0.71	)	$	(0.71	)	$	16.05		(5.23%	)	$	250,279		1.13%			(0.68%	)		91%
12/31/10		14.48		(0.10	)		3.32			3.22			-			-			-			17.70		22.24%			258,833		1.14%			(0.64%	)		95%
12/31/09		10.46		(0.08	)		4.10			4.02			-			-			-			14.48		38.43%			250,006		1.15%			(0.66%	)		90%
12/31/08		17.02		(0.01	)		(6.55	)		(6.56	)		-			-			-			10.46		(38.54%	)		171,302		1.15%			(0.06%	)		86%
12/31/07		16.07		(0.07	)		1.63			1.56			(0.02	)		(0.59	)		(0.61	)		17.02		9.66%			238,185		1.14%			(0.39%	)		70%
Service Class
12/31/11	$	17.59	$	(0.16	)	$	(0.81	)	$	(0.97	)	$	-		$	(0.71	)	$	(0.71	)	$	15.91		(5.43%	)	$	5,120		1.38%			(0.92%	)		91%
12/31/10		14.42		(0.14	)		3.31			3.17			-			-			-			17.59		21.90%			4,440		1.39%			(0.87%	)		95%
12/31/09		10.45		(0.11	)		4.08			3.97			-			-			-			14.42		38.09%			2,616		1.40%			(0.91%	)		90%
12/31/08 +++		15.79		0.01			(5.35	)		(5.34	)		-			-			-			10.45		(33.82%	) **		831		1.43%	*		0.21%	*		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.

^^ 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 portfolio turnover rate results are for the Fund.

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

59

Notes to Financial Statements

1. The Fund

MML Series Investment Fund (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a no-load, open-end, management investment company. The Trust is organized under the laws of the Commonwealth of Massachusetts as a Massachusetts business trust pursuant to an Agreement and Declaration of Trust dated May 14, 1993, as amended and restated as of December 15, 2011, as it may be further amended from time to time. The following are six series of the Trust (each individually referred to as a “Fund” or collectively as the “Funds”):

MML Blue Chip Growth Fund (“Blue Chip Growth Fund”)

MML Emerging Growth Fund (“Emerging Growth Fund”)

MML Equity Index Fund (“Equity Index Fund”)

MML Large Cap Value Fund (“Large Cap Value Fund”)

MML NASDAQ-100^® Fund (“NASDAQ-100 Fund”)

MML Small Cap Growth Equity Fund (“Small Cap Growth Equity Fund”)

The Trust makes shares of the Funds available for the investment of assets of various separate investment accounts established by Massachusetts Mutual Life Insurance Company (“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 of the outstanding shares of the Funds.

The following table shows the classes available for each Fund, including the date each class commenced operations. Each share class represents an interest in the same portfolio of assets. The principal difference among the classes is the level of service and administration fees, and shareholder and distribution service expenses borne by the classes. Because each class will have different fees and expenses, performance and share prices will vary between the classes. The classes of shares are offered to different types of investors, as outlined in the Funds’ Prospectus.

Initial Class

Class I

Class II

Class III

Service Class

Service Class I

Blue Chip Growth Fund

5/1/2006

None

None

None

8/15/2008

None

Emerging Growth Fund

5/1/2000

None

None

None

8/15/2008

None

Equity Index Fund

None

5/1/1997

5/1/2000

5/1/2000

None

8/15/2008

Large Cap Value Fund

5/1/2000

None

None

None

8/15/2008

None

NASDAQ-100 Fund

5/1/2000

None

None

None

8/15/2008

None

Small Cap Growth Equity Fund

5/3/1999

None

None

None

8/15/2008

None

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

The net asset value of each Fund’s shares is determined once daily as of the close of regular trading on the New York Stock Exchange, on each day the New York Stock Exchange is open for trading (a “business day”). The New York Stock Exchange normally closes at 4:00 p.m. Eastern Time, but may close earlier on some days.

Equity securities and derivative contracts that are actively traded on a national securities exchange are valued on the basis of information furnished by a pricing service, which provides the last reported sale price for securities or derivatives listed on the exchange or the official closing price on the NASDAQ National Market System, or in the case of over-the-counter (“OTC”)

60

Notes to Financial Statements (Continued)

securities for which an official closing price is unavailable or not reported on the NASDAQ System, the last reported bid price. Portfolio securities traded on more than one national securities exchange are valued at the last price at the close of the exchange representing the principal market for such securities. Debt securities (other than short-term obligations) are valued on the basis of valuations furnished by a pricing service, which generally determines valuations taking into account factors such as institutional-size trading in similar securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. Short-term debt securities are valued at either amortized cost or at original cost plus accrued interest, whichever MassMutual determines more closely approximates current market value. Shares of other open-end mutual funds are valued at their closing net asset values as reported on each business day.

Investments for which market quotations are readily available are marked to market daily based on those quotations. Market quotations may be provided by third-party vendors or market makers, and may be determined on the basis of a variety of factors, such as broker quotations, financial modeling, and other market data, such as market indexes and yield curves, counterparty information, and foreign exchange rates. U.S. Government and agency securities may be valued on the basis of market quotations or using a model that may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, quoted market prices, and reference data. The fair values of OTC derivative contracts, including forward, swap, and option contracts related to interest rates, foreign currencies, credit standing of reference entities, equity prices, or commodity prices, may be based on market quotations or may be modeled using a series of techniques, including simulation models depending on the contract and the terms of the transaction. The fair values of asset-backed securities and mortgage-backed securities are estimated based on models that consider the estimated cash flows of each debt tranche of the issuer, establish a benchmark yield, and develop an estimated tranche-specific spread to the benchmark yield based on the unique attributes of the tranche including, but not limited to, prepayment speed assumptions and attributes of the collateral. Many pricing models do not entail material subjectivity because the methodologies employed do not necessitate significant judgments and the pricing inputs are observed from actively quoted markets, as is the case of interest rate swap and option contracts. Restricted securities are valued at a discount to similar publicly traded securities.

Investments for which market quotations are not available or for which a pricing service or vendor does not provide a value, or for which such market quotations or values are considered by the investment adviser or subadviser to be unreliable (including, for example, certain foreign securities, thinly-traded securities, certain restricted securities, certain initial public offerings, or securities whose values may have been affected by a significant event) are stated at fair valuations determined by the Funds’ Valuation Committee in accordance with procedures approved by the Board of Trustees (“Trustees”), and under the general oversight of the Trustees. It is possible that fair value prices will be used by the Funds to a significant extent. The value determined for an investment using the Funds’ fair value procedures may differ from recent market prices for the investment and may be significantly different from the value realized upon the sale of such investment.

The Funds may invest in securities that are traded principally in foreign markets and that trade on weekends and other days when the Funds do not price their shares. As a result, the value of the Funds’ portfolio securities may change on days when the prices of the Funds’ shares are not calculated. The prices of the Funds’ shares will reflect any such changes when the prices of the Funds’ shares are next calculated, which is the next business day. The Funds may use fair value pricing more frequently for securities primarily traded in foreign markets because, among other things, most foreign markets close well before the Funds value their securities. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim. The Funds’ investments may be priced based on fair values provided by a third-party fair valuation vendor, based on certain factors and methodologies applied by such vendor, in the event that there is movement in the U.S. market, between the close of the foreign market and the time the Funds calculate their net asset values, that exceeds a specific threshold established by the Funds’ Valuation Committee pursuant to procedures established by the Trustees, and under the general oversight of the Trustees. 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 the U.S. dollar at the end of each business day.

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. A three-tier hierarchy is utilized 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. Inputs may be observable or unobservable.

61

Notes to Financial Statements (Continued)

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. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to each security.

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

The types of assets and liabilities categorized in Level 1 generally include actively traded domestic and certain foreign equity securities, derivatives actively traded on a national securities exchange (such as some warrants, rights, futures, and options), and shares of open-end mutual funds.

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

The types of assets and liabilities categorized in Level 2 generally include debt securities such as U.S. government and agency securities, mortgage-backed securities, asset-backed securities, municipal obligations, sovereign debt obligations, bank loans, corporate bonds, and those securities valued at amortized cost; OTC derivatives such as swaps, options, swaptions, and forward foreign currency exchange contracts; certain restricted securities; and non-exchange traded equity securities and certain foreign equity securities traded on particular foreign exchanges that close before the Funds determine their net asset values.

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

The types of assets and liabilities categorized in Level 3 generally include securities for which prices, spreads, or any of the other aforementioned key inputs are unobservable. Generally, securities whose trading has been suspended or that have been de-listed from their current primary trading exchange; securities in default or bankruptcy proceedings for which there is no current market quotation; securities and certain derivatives valued by broker quotes which may include brokers’ assumptions; and any illiquid Rule 144A securities or restricted securities held in non-public entities are categorized in Level 3.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

Changes in valuation techniques may result in transfers in or out of an investment’s assigned Level within the hierarchy. In addition, in periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition, as well as changes related to liquidity of investments, could cause a security to be reclassified between Level 1, Level 2, or Level 3.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the overall fair value measurement.

The Emerging Growth Fund characterized all long-term investments at Level 1, and all short-term investments at Level 2, as of December 31, 2011. For each Fund noted above, the level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

62

Notes to Financial Statements (Continued)

The following is the aggregate value by input level, as of December 31, 2011, for the remaining Funds’ investments:

Asset Valuation Inputs

	Investments in Securities
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Blue Chip Growth Fund
Equities
Common Stock
Basic Materials	$	12,848,775	$	-	$	-	$	12,848,775
Communications		73,938,186		2,773,249		2,428,726		79,140,161
Consumer, Cyclical		54,786,004		-		-		54,786,004
Consumer, Non-cyclical		45,464,167		-		-		45,464,167
Energy		25,774,903		-		-		25,774,903
Financial		25,189,187		-		-		25,189,187
Industrial		44,489,395		-		-		44,489,395
Technology		43,338,502		-		-		43,338,502
Total Common Stock		325,829,119		2,773,249		2,428,726		331,031,094
Total Equities		325,829,119		2,773,249		2,428,726		331,031,094
Total Mutual Funds		1,000		-		-		1,000
Total Long-Term Investments		325,830,119		2,773,249		2,428,726		331,032,094
Total Short-Term Investments		-		2,255,103		-		2,255,103
Total Investments	$	325,830,119	$	5,028,352	$	2,428,726	$	333,287,197
Equity Index Fund
Equities
Common Stock
Basic Materials	$	10,154,430	$	-	$	-	$	10,154,430
Communications		33,288,599		-		-		33,288,599
Consumer, Cyclical		25,968,571		162		-		25,968,733
Consumer, Non-cyclical		65,602,550		-		-		65,602,550
Diversified		110,675		-		-		110,675
Energy		35,792,026		-		-		35,792,026
Financial		38,182,842		-		-		38,182,842
Industrial		31,138,217		-		-		31,138,217
Technology		38,272,706		-		-		38,272,706
Utilities		10,964,711		-		-		10,964,711
Total Common Stock		289,475,327		162		-		289,475,489
Preferred Stock
Consumer, Cyclical		-		162		-		162
Total Preferred Stock		-		162		-		162
Total Equities		289,475,327		324		-		289,475,651
Total Long-Term Investments		289,475,327		324		-		289,475,651
Total Short-Term Investments		-		4,274,017		-		4,274,017
Total Investments	$	289,475,327	$	4,274,341	$	-	$	293,749,668

63

Notes to Financial Statements (Continued)

	Investments in Securities
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Large Cap Value Fund
Equities
Common Stock
Basic Materials	$	6,942,981	$	2,056,150	$	1,321	$	9,000,452
Communications		13,310,185		-		-		13,310,185
Consumer, Cyclical		30,755,350		1,136,312		-		31,891,662
Consumer, Non-cyclical		35,251,914		3,890,573		-		39,142,487
Diversified		-		2,363,494		-		2,363,494
Energy		23,914,877		2,226,828		-		26,141,705
Financial		57,828,290		6,630,584		-		64,458,874
Industrial		4,087,856		2,251,949		-		6,339,805
Technology		8,381,761		-		-		8,381,761
Total Common Stock		180,473,214		20,555,890		1,321		201,030,425
Preferred Stock
Basic Materials		-		43,241		-		43,241
Total Preferred Stock		-		43,241		-		43,241
Total Equities		180,473,214		20,599,131		1,321		201,073,666
Bonds & Notes
Total Corporate Debt		-		-		93,340		93,340
Total Bonds & Notes		-		-		93,340		93,340
Total Long-Term Investments		180,473,214		20,599,131		94,661		201,167,006
Total Short-Term Investments		-		10,065,288		-		10,065,288
Total Investments	$	180,473,214	$	30,664,419	$	94,661	$	211,232,294
NASDAQ-100 Fund
Equities
Common Stock
Basic Materials	$	70,990	$	-	$	-	$	70,990
Communications		3,961,648		-		-		3,961,648
Consumer, Cyclical		971,041		94		-		971,135
Consumer, Non-cyclical		1,818,362		-		-		1,818,362
Energy		15,462		-		-		15,462
Industrial		204,076		-		-		204,076
Technology		6,204,657		-		-		6,204,657
Total Common Stock		13,246,236		94		-		13,246,330
Preferred Stock
Consumer, Cyclical		-		94		-		94
Total Preferred Stock		-		94		-		94
Total Equities		13,246,236		188		-		13,246,424
Total Mutual Funds		14,683		-		-		14,683
Total Long-Term Investments		13,260,919		188		-		13,261,107
Total Short-Term Investments		-		285,351		-		285,351
Total Investments	$	13,260,919	$	285,539	$	-	$	13,546,458

64

Notes to Financial Statements (Continued)

	Investments in Securities
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Small Cap Growth Equity Fund
Equities
Common Stock
Basic Materials	$	2,244,552	$	-	$	-	$	2,244,552
Communications		27,390,271		-		-		27,390,271
Consumer, Cyclical		49,741,403		-		-		49,741,403
Consumer, Non-cyclical		53,119,839		541,049		-		53,660,888
Diversified		-		358,804		-		358,804
Energy		16,139,217		-		-		16,139,217
Financial		24,182,265		-		-		24,182,265
Industrial		40,363,569		-		-		40,363,569
Technology		33,076,644		-		-		33,076,644
Utilities		1,956,410		-		-		1,956,410
Total Common Stock		248,214,170		899,853		-		249,114,023
Total Equities		248,214,170		899,853		-		249,114,023
Total Mutual Funds		2,189,846		-		-		2,189,846
Total Long-Term Investments		250,404,016		899,853		-		251,303,869
Total Short-Term Investments		-		4,239,959		-		4,239,959
Total Investments	$	250,404,016	$	5,139,812	$	-	$	255,543,828

The following is the aggregate value by input level, as of December 31, 2011, for the Funds’ other financial instruments:

Asset Valuation Inputs

	Other Financial Instruments
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Equity Index Fund
Futures Contracts
Equity Risk	$	37,881	$	-	$	-	$	37,881
NASDAQ-100 Fund
Futures Contracts
Equity Risk		1,593		-		-		1,593

The following table shows transfers between Level 1 and Level 2 of the fair value hierarchy:

	Transfers In *				Transfers Out *
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs		Level 1 — Quoted Prices			Level 2 — Other Significant Observable Inputs
Large Cap Value Fund	$	-	$	2,519,591	$	(2,519,591	)	$	-

* The Fund(s) recognize transfers between the Levels as of the beginning of the year. Transfers occurred between Level 1 and Level 2 as a result of the security being fair valued in accordance with procedures approved by the Trustees.

65

Notes to Financial Statements (Continued)

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

Asset Valuation Inputs

	Investments in Securities
	Balance as of 12/31/10		Accrued Discounts (Premiums)		Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)			Purchases		(Sales)		Transfers into Level 3*			Transfer (out) of Level 3*		Balance as of 12/31/11		Net Change in Unrealized Appreciation (Depreciation) from Investments Still Held as of 12/31/11
Blue Chip Growth Fund
Long-Term Investments
Equities
Common Stock
Communications	$	-	$	-	$	-	$	383,956		$	2,044,770	$	-	$	-		$	-	$	2,428,726	$	383,956
Large Cap Value Fund
Long-Term Investments
Equities
Common Stock
Basic Materials	$	-	$	-	$	-	$	(89,994	)	$	-	$	-	$	91,315	**	$	-	$	1,321	$	(89,994	)
Bonds & Notes
Corporate Debt		481,509		-		-		(388,169	)		-		-		-			-		93,340		(388,169	)
	$	481,509	$	-	$	-	$	(478,163	)	$	-	$	-	$	91,315		$	-	$	94,661	$	(478,163	)

* The Fund(s) recognize transfers between the Levels as of the beginning of the year.

** Transfers occurred between Level 3 and Level 2 as a result of changes in liquidity.

Derivative Instruments

Derivatives are financial instruments whose values are based on the values of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivative transactions can create investment leverage and may be highly volatile. It is possible that a derivative transaction will result in a loss greater than the principal amount invested. A Fund may not be able to close out a derivative transaction at a favorable time or price. For those Funds that held derivatives during the year ended December 31, 2011, the following table shows how the Fund used these derivatives during the period (marked with an “A”), as well as additional uses, if any, it may have for them in the future (marked with an “M”).

Type of Derivative and Objective for Use	Emerging Growth Fund	Equity Index Fund	NASDAQ-100 Fund	Small Cap Growth Equity Fund
Foreign Currency Exchange Transactions*
Hedging/Risk Management				A
Futures Contracts**
Substitution for Direct Investment		A	A
Rights and Warrants
Result of a Corporate Action	A	A

* Includes any options purchased or written, futures contracts, forward contracts, and swap agreements, if applicable.

** Includes any options purchased or written on futures contracts, if applicable.

66

Notes to Financial Statements (Continued)

At December 31, 2011, and during the year then ended, the Fund(s) had the following derivatives and transactions in derivatives, grouped into the indicated risk categories:

	Equity Risk			Foreign Exchange Risk			Total
Emerging Growth Fund
Number of Contracts, Notional Amounts or Shares/Units†
Warrants		99			-			99
Equity Index Fund
Asset Derivatives
Futures Contracts^^	$	37,881		$	-		$	37,881
Realized Gain (Loss)#
Futures Contracts	$	(3,225	)	$	-		$	(3,225	)
Warrants		(2,321	)		-			(2,321	)
Total Realized Gain (Loss)	$	(5,546	)	$	-		$	(5,546	)
Change in Appreciation (Depreciation)##
Futures Contracts	$	(19,624	)	$	-		$	(19,624	)
Number of Contracts, Notional Amounts or Shares/Units†
Futures Contracts		66			-			66
Warrants		1,978			-			1,978
NASDAQ-100 Fund
Asset Derivatives
Futures Contracts^^	$	1,593		$	-		$	1,593
Realized Gain (Loss)#
Futures Contracts	$	26,755		$	-		$	26,755
Change in Appreciation (Depreciation)##
Futures Contracts	$	1,183		$	-		$	1,183
Number of Contracts, Notional Amounts or Shares/Units†
Futures Contracts		8			-			8
Small Cap Growth Equity Fund
Realized Gain (Loss)#
Forward Contracts	$	-		$	(3,346	)	$	(3,346	)
Change in Appreciation (Depreciation)##
Forward Contracts	$	-		$	3,346		$	3,346
Number of Contracts, Notional Amounts or Shares/Units†
Forward Contracts	$	-		$	441,548		$	441,548

^^ Cumulative appreciation (depreciation) on futures contracts is reported in “Futures Contracts” below. Only current day’s variation margin, if any, is reported within the Statements of Assets and Liabilities.

# Statements of Operations location: Amounts are included in net realized gain (loss) on: investment transactions, futures contracts, or foreign currency transactions, as applicable.

## Statements of Operations location: Amounts are included in net change in unrealized appreciation (depreciation) on: futures contracts or translation of assets and liabilities in foreign currencies, as applicable.

67

Notes to Financial Statements (Continued)

† Amount(s) disclosed represent average number of contracts for futures contracts, notional amounts for forward contracts, or shares/units outstanding for warrants, which is indicative of volume of this derivative type, for the months that the Fund held such derivatives during the year ended December 31, 2011.

The Emerging Growth Fund had no realized gain (loss) on warrants during the year ended December 31, 2011.

Further details regarding the derivatives and other investments held by the Funds during the year ended December 31, 2011, are discussed below.

Foreign Currency Exchange Transactions

A Fund may engage in foreign currency exchange transactions for hedging purposes in order to protect against uncertainty in the level of future foreign currency exchange rates, or for other, non-hedging purposes.

A Fund may use foreign currency exchange transactions for hedging purposes to protect against two principal risks. First, if a Fund has assets or liabilities denominated in foreign (non-U.S. dollar) currencies, the Fund is exposed to the risk that the values of those assets or liabilities in U.S. dollars may fall or rise due to changes in currency exchange rates. Second, if the Fund agrees, or expects, to receive or deliver an asset denominated in a foreign currency, it is exposed to currency exchange risk until the date of receipt or delivery. In order to reduce those risks, a Fund may enter into foreign currency forward contracts, which call for the Fund to purchase or sell a foreign currency at a time in the future at a price determined at the time the contract is entered into. Forward contracts are private contractual arrangements and a Fund is subject to the risk that its counterparty will not, or will not be able to, perform its obligations. This type of arrangement may require the Fund to post margin.

Whenever a Fund enters into a foreign currency exchange transaction, it is subject to the risk that the value of the transaction will move in a direction unfavorable to it. When the Fund uses the transactions for hedging purposes, it is likely that the Fund will have an asset or liability that will offset any loss (or gain) on the transactions, at least in part. If a Fund enters into foreign currency exchange transactions other than for hedging purposes (for example, seeking to profit from an anticipated change in the values of currencies by creating directional exposures in the portfolio with respect to one or more currencies), it will generally be subject to the same risks, but is less likely to have assets or liabilities that will offset any losses on the transactions. There can be no assurance that a Fund will be able to terminate any foreign currency exchange transaction prior to its maturity in order to limit its loss on the transaction.

Forward foreign currency contracts are marked to market daily and the change in their value is recorded by the Funds as an unrealized gain or loss. Forward foreign currency contracts are valued at the settlement price established through dealers or other market sources on the day which they are traded. When a forward foreign currency contract is extinguished, through delivery or offset by entering into another forward foreign currency contract, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was extinguished or offset. The notional or contractual amounts of these instruments do not necessarily represent the amounts potentially subject to risk. The measurement of the risk associated with these instruments is meaningful only when all related and offsetting transactions and counterparty risks are considered.

Futures Contracts

A Fund may seek to manage a variety of different risks through the use of futures contracts, such as interest rate risk, equity price risk, and currency risk. A Fund may use interest rate futures contracts to adjust the interest rate sensitivity (duration) of its portfolio or the credit exposure of the portfolio. Interest rate futures contracts obligate the long or short holder to take or make delivery of a specified quantity of a financial instrument, such as a specific fixed-income security, during a specified future period at a specified price. A Fund may use index futures to hedge against broad market risks to its portfolio or to gain broad market exposure when it holds uninvested cash or as an inexpensive substitute for cash investments directly in securities or other assets. Securities index futures contracts are contracts to buy or sell units of a securities index at a specified future date at a price agreed upon when the contract is made and are settled in cash. Positions in futures may be closed out only on an exchange or board of trade which provides a secondary market for such futures. Because futures contracts are exchange-traded, they typically have minimal exposure to counterparty risk.

68

Notes to Financial Statements (Continued)

Parties to a futures contract are not required to post the entire notional amount of the contract, but rather a small percentage of that amount (by way of margin), both at the time they enter into futures transactions, and then on a daily basis if their positions decline in value; as a result, futures contracts are highly leveraged. Such payments are known as variation margin and are recorded by the Funds as unrealized gains or losses. Because futures markets are highly leveraged, they can be extremely volatile, and there can be no assurance that the pricing of a futures contract will correlate precisely with the pricing of the asset or index underlying it or the asset or liability of the Fund that is the subject of the hedge. It may not always be possible for a Fund to enter into a closing transaction with respect to a futures contract it has entered into, at a favorable time or price. When a Fund enters into a futures transaction, it is subject to the risk that the value of the futures contract will move in a direction unfavorable to it. When the Fund uses futures contracts for hedging purposes, it is likely that the Fund will have an asset or liability that will offset any loss (or gain) on the transactions, at least in part.

When a futures contract is closed, the 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.

The Fund(s) listed in the following table had open futures contracts at December 31, 2011:

Number of Contracts	Type	Expiration Date		Notional Contract Value		Net Unrealized Appreciation (Depreciation)
Equity Index Fund
BUYS
75	S&P 500 E Mini Index		3/16/12	$	4,697,250	$	37,881
NASDAQ-100 Fund
BUYS
6	NASDAQ 100 E Mini Index		3/16/12	$	272,940	$	1,593

Options, Rights, and Warrants

A Fund may purchase and sell put and call options on securities or an index of securities to enhance investment performance or to protect against changes in market prices. A Fund that invests in debt securities may also purchase and sell put and call options to adjust the interest rate sensitivity of its portfolio or the credit exposure of the portfolio.

Call Options. A call option gives the holder the right to purchase, and obligates the writer to sell, a security at the strike price at any time before the expiration date. A Fund may write call options on a security it owns, in a “directional” strategy hoping to realize a greater current return through the receipt of premiums. In return for the option premium, the Fund takes the risk that it will have to forego any increase in the value of the security over the strike price. When a Fund has written a call option on a security it does not own, its exposure on such an option is theoretically unlimited. A Fund may enter into closing purchase transactions in order to realize a profit or limit a loss on a previously written call option or, in the case of a call option on a security it owns, to free itself to sell the underlying security or to write another call on the security, or protect a security from being called in an unexpected market rise. Any profits from a closing purchase transaction in the case of a call option on a security a Fund owns may be offset by a decline in the value of the underlying security. Conversely, because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from a closing purchase transaction relating to a call option on a security a Fund owns is likely to be offset in whole or in part by unrealized appreciation of the underlying security owned by the Fund. A Fund may not be able to close out a call option that it has previously written.

Put Options. A put option gives the holder the right to sell, and obligates the writer to buy, a security at the exercise price at any time before the expiration date. A Fund may write put options in order to enhance its current return by taking a long directional position as to a security or index of securities. By writing a put option, the Fund assumes the risk that it may be required to purchase the underlying security for an exercise price higher than its then current market value, resulting in a potential capital loss

69

Notes to Financial Statements (Continued)

unless the security later appreciates in value. A Fund may terminate a put option that it has written before it expires by entering into a closing purchase transaction. Any loss from this transaction may be partially or entirely offset by the premium received on the terminated option. A Fund may not be able to close out a put option that it has previously written.

Writing put and call options. 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.

Purchasing put and call options. A Fund may purchase put options to protect portfolio holdings against a decline in market value of a security or securities held by it. A Fund may also purchase a put option hoping to profit from an anticipated decline in the value of the underlying security. If the Fund holds the security underlying the option, the option premium and any transaction costs will reduce any profit the Fund might have realized had it sold the underlying security instead of buying the put option. A Fund may purchase call options to hedge against an increase in the price of securities that the Fund wants ultimately to buy. A Fund may also purchase a call option as a long directional investment hoping to profit from an anticipated increase in the value of the underlying security. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit the Fund might have realized had it bought the underlying security at the time it purchased the call option.

When a Fund purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Fund exercises the option or enters into a closing sale transaction before the option’s expiration. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, the Fund will lose part or all of its investment in the option. This contrasts with an investment by a Fund in the underlying security, since the Fund will not realize a loss if the security’s price does not change. Premiums paid for purchasing options that expire are treated as realized losses.

Exchange Traded Options. Exchange traded options purchased or sold by a Fund may be traded on a securities or options exchange or market. Such options typically have minimal exposure to counterparty risk. However, an exchange or market may at times find it necessary to impose restrictions on particular types of options transactions, such as opening transactions. If an underlying security ceases to meet qualifications imposed by the market or the Options Clearing Corporation, new series of options on that security will no longer be opened to replace expiring series, and opening transactions in existing series may be prohibited. 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.

Rights and Warrants. A Fund may invest in rights and warrants to purchase securities. Rights or warrants generally give the holder the right to receive, upon exercise, a security at a stated price. Funds typically use rights and warrants in a manner similar to their use of options on securities, as described above. Risks associated with the use of rights or warrants are generally similar to risks associated with the use of options.

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. A Fund, through its custodian, takes possession of the securities collateralizing the repurchase agreement in a segregated account. Repurchase agreements must be fully collateralized at all times, but involve some risk to a Fund if the other party should default on its obligation and the Fund is delayed or prevented from recovering the collateral, or if the Fund is required to return collateral to a borrower at a time when it may realize a loss on the investment of that collateral. Collateral for certain tri-party repurchase agreements is held at the Fund’s custodian or sub-custodian in a segregated account for the benefit of the Fund and the counterparty.

70

Notes to Financial Statements (Continued)

Accounting for Investment Transactions

Investment transactions are accounted for on the trade date. Realized gains and losses on sales of investments and unrealized appreciation and depreciation of investments are computed by the specific identification cost method. Proceeds received from litigation, if any, are included in realized gains on investment transactions for any investments that are no longer held in the portfolio and as a reduction in cost for investments that continue to be held in the portfolio. 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 after 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. The Funds estimate the components of distributions received that may be considered return of capital distributions or capital gain distributions.

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 resulting 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 or interest recorded on the books of the Funds and the amount actually received.

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 and loss, and 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 invest in foreign securities. Foreign securities, including ADRs, are subject to additional risks compared to securities of U.S. issuers, including international trade, currency, political, regulatory, and diplomatic risks. In addition, fluctuations in currency exchange rates may adversely affect the values of foreign securities and the price of a Fund’s shares. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, greater price volatility, higher relative rates of inflation, greater political and economic instability, and greater volatility in currency exchange rates.

Credit Risk

The Funds may invest a portion of their assets, directly or indirectly, in securities backed by mortgage loans, credit card receivables, and automotive loans. The values and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on such securities have resulted in increased volatility of market price and periods of decreased market activity that have adversely impacted the valuation and liquidity of such securities.

71

Notes to Financial Statements (Continued)

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 would 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, the Funds have not made any provision for federal income tax.

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 capital gains on investment transactions for a reporting period may differ significantly from distributions during such period.

3. Management Fees and Other Transactions

Investment Management Fees

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

Blue Chip Growth Fund	0.75%
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
Equity Index Fund	0.10%
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
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

MassMutual has entered into investment subadvisory agreements with the following unaffiliated investment subadvisers: Davis Selected Advisers, L.P. for the Large Cap Value Fund; Essex Investment Management Company, LLC for the Emerging Growth Fund; Northern Trust Investments, Inc. for the Equity Index Fund and NASDAQ-100 Fund; T. Rowe Price Associates, Inc. for the Blue Chip 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. MassMutual pays a subadvisory fee to each of these subadvisers based upon the aggregate net assets under management which include (1) the average daily net assets of the specified Fund which it manages, and, if applicable, (2) the average daily net assets of all other funds or accounts of MassMutual or its affiliates for which the subadviser provides subadvisory services and which have substantially the same investment objectives, policies and investment strategies.

The Funds’ subadvisory fees are paid by MassMutual out of the management fees previously disclosed above.

72

Notes to Financial Statements (Continued)

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, 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	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

Service Fees

MML Distributors, LLC (the “Distributor”) acts as distributor to the Funds. Pursuant to a Distribution and Services Plan adopted by the Funds pursuant to Rule 12b-1 under the 1940 Act, 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 it in connection with the distribution of Service Class shares or Service Class I shares, as applicable, of each Fund; and/or (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 agreed to bear the expenses of the Funds noted below (other than the management and Rule 12b-1 fees, interest, taxes, brokerage commissions, extraordinary litigation and legal expenses, Acquired Fund fees and expenses^#, or other non-recurring or unusual expenses such as, for example, organizational expenses and shareholder meeting expenses) based upon the average daily net assets of the applicable class of shares of the Funds, in excess of the following:

Emerging Growth Fund*		Equity Index Fund*^
Initial Class	0.20%	Class I	0.05%
Service Class	0.20%	Class II	0.05%
		Class III	0.05%
		Service Class I	0.05%
		NASDAQ-100 Fund*
		Initial Class	0.11%
		Service Class	0.11%

# Acquired Fund fees and expenses are expenses borne indirectly by a Fund through investments in other pooled investment vehicles.

^ Expense cap also excludes administrative fees.

* Expense caps in effect through April 30, 2012.

MassMutual has agreed to waive, through April 30, 2012, 0.05% of the administrative and shareholder service fee for Class II and Class III shares of the Equity Index Fund.

Expense caps and waiver amounts are reflected as a reduction of expenses on the Statements of Operations.

73

Notes to Financial Statements (Continued)

Rebated Brokerage Commissions

The Funds listed below have entered into agreements with certain brokers whereby the brokers will rebate to the Funds, 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 Statements of Operations. For the year ended December 31, 2011, brokerage commissions rebated under these agreements were as follows:

	Rebated Commissions
Emerging Growth Fund	$	3,100
Large Cap Value Fund		2,925
Small Cap Growth Equity Fund		71,810

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. Deferred compensation is included within Trustees’ fees and expenses in the Statements of Assets and Liabilities.

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, 2011, 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
Blue Chip Growth Fund	$	-	$	127,011,235	$	-	$	144,256,776
Emerging Growth Fund		-		8,482,334		-		9,720,406
Equity Index Fund		-		10,640,199		-		24,540,498
Large Cap Value Fund		-		33,483,039		-		47,998,454
NASDAQ-100 Fund		-		4,991,287		-		3,957,076
Small Cap Growth Equity Fund		-		235,176,805		-		240,853,778

74

Notes to Financial Statements (Continued)

5. Capital Share Transactions

Changes in shares outstanding for each Fund were as follows:

	Year Ended December 31, 2011						Year Ended December 31, 2010
	Shares			Amount			Shares			Amount
Blue Chip Growth Fund Initial Class
Sold		2,916,726		$	33,187,507			13,136,463		$	127,254,431
Issued as reinvestment of dividends		11,429			128,353			25,498			233,055
Redeemed		(4,396,963	)		(51,201,851	)		(2,182,296	)		(22,066,171	)
Net increase (decrease)		(1,468,808	)	$	(17,885,991	)		10,979,665		$	105,421,315
Blue Chip Growth Fund Service Class
Sold		292,777		$	3,344,457			204,177		$	2,017,782
Issued as reinvestment of dividends		-			-			-			-
Redeemed		(155,697	)		(1,778,015	)		(84,068	)		(862,242	)
Net increase (decrease)		137,080		$	1,566,442			120,109		$	1,155,540
Emerging Growth Fund Initial Class
Sold		233,131		$	1,389,807			451,088		$	2,377,566
Issued as reinvestment of dividends		-			-			-			-
Redeemed		(521,885	)		(3,209,056	)		(466,379	)		(2,388,331	)
Net increase (decrease)		(288,754	)	$	(1,819,249	)		(15,291	)	$	(10,765	)
Emerging Growth Fund Service Class
Sold		99,367		$	586,883			87,705		$	454,285
Issued as reinvestment of dividends		-			-			-			-
Redeemed		(52,987	)		(333,924	)		(32,562	)		(169,722	)
Net increase (decrease)		46,380		$	252,959			55,143		$	284,563
Equity Index Fund Class I
Sold		217,630		$	3,470,318			555,751		$	7,978,978
Issued as reinvestment of dividends		83,330			1,253,286			90,430			1,198,204
Redeemed		(697,958	)		(11,095,204	)		(850,483	)		(12,229,078	)
Net increase (decrease)		(396,998	)	$	(6,371,600	)		(204,302	)	$	(3,051,896	)
Equity Index Fund Class II
Sold		409,315		$	6,510,464			643,856		$	9,271,328
Issued as reinvestment of dividends		123,767			1,863,933			169,340			2,245,451
Redeemed		(1,133,865	)		(18,251,446	)		(3,287,313	)		(47,202,173	)
Net increase (decrease)		(600,783	)	$	(9,877,049	)		(2,474,117	)	$	(35,685,394	)
Equity Index Fund Class III
Sold		935		$	14,202			314,574		$	4,250,665
Issued as reinvestment of dividends		135,327			2,033,964			128,578			1,702,367
Redeemed		(91,860	)		(1,455,812	)		(122,031	)		(1,734,847	)
Net increase (decrease)		44,402		$	592,354			321,121		$	4,218,185
Equity Index Fund Service Class I
Sold		222,351		$	3,467,205			147,473		$	2,133,875
Issued as reinvestment of dividends		6,169			91,663			2,188			28,744
Redeemed		(37,826	)		(576,841	)		(23,405	)		(342,945	)
Net increase (decrease)		190,694		$	2,982,027			126,256		$	1,819,674

75

Notes to Financial Statements (Continued)

	Year Ended December 31, 2011						Year Ended December 31, 2010
	Shares			Amount			Shares			Amount
Large Cap Value Fund Initial Class
Sold		1,044,540		$	11,727,693			1,052,046		$	10,794,704
Issued as reinvestment of dividends		171,292			1,833,087			173,168			1,687,136
Redeemed		(2,559,042	)		(29,104,180	)		(2,721,801	)		(28,738,298	)
Net increase (decrease)		(1,343,210	)	$	(15,543,400	)		(1,496,587	)	$	(16,256,458	)
Large Cap Value Fund Service Class
Sold		410,844		$	4,599,891			514,070		$	5,429,658
Issued as reinvestment of dividends		11,918			127,051			9,271			90,042
Redeemed		(167,238	)		(1,928,281	)		(132,025	)		(1,405,405	)
Net increase (decrease)		255,524		$	2,798,661			391,316		$	4,114,295
NASDAQ-100 Fund Initial Class
Sold		519,119		$	3,055,582			523,673		$	2,605,385
Issued as reinvestment of dividends		5,319			30,210			2,744			12,546
Redeemed		(509,560	)		(2,967,211	)		(520,378	)		(2,578,714	)
Net increase (decrease)		14,878		$	118,581			6,039		$	39,217
NASDAQ-100 Fund Service Class
Sold		247,042		$	1,446,992			128,758		$	652,842
Issued as reinvestment of dividends		449			2,537			38			172
Redeemed		(97,275	)		(553,463	)		(41,151	)		(211,039	)
Net increase (decrease)		150,216		$	896,066			87,645		$	441,975
Small Cap Growth Equity Fund Initial Class
Sold		2,327,802		$	36,752,778			1,755,645		$	27,023,059
Issued as reinvestment of dividends		635,838			9,981,321			-			-
Redeemed		(1,991,618	)		(35,874,701	)		(4,402,124	)		(70,756,713	)
Net increase (decrease)		972,022		$	10,859,398			(2,646,479	)	$	(43,733,654	)
Small Cap Growth Equity Fund Service Class
Sold		94,343		$	1,621,277			110,439		$	1,742,737
Issued as reinvestment of dividends		13,176			205,164			-			-
Redeemed		(38,030	)		(668,879	)		(39,404	)		(637,313	)
Net increase (decrease)		69,489		$	1,157,562			71,035		$	1,105,424

6. Federal Income Tax Information

At December 31, 2011, 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)
Blue Chip Growth Fund	$	267,849,887	$	72,863,442	$	(7,426,132	)	$	65,437,310
Emerging Growth Fund		11,331,375		1,832,264		(1,323,181	)		509,083
Equity Index Fund		256,787,220		76,546,240		(39,583,792	)		36,962,448
Large Cap Value Fund		188,617,684		35,230,820		(12,616,210	)		22,614,610
NASDAQ-100 Fund		11,712,451		2,574,693		(740,686	)		1,834,007
Small Cap Growth Equity Fund		244,190,600		32,336,889		(20,983,661	)		11,353,228

76

Notes to Financial Statements (Continued)

Net capital loss carryforwards may be applied against any net realized taxable gains in succeeding years, subject to the carryforward period limitations, where applicable. On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President. The Modernization Act changed the capital loss carryforward rules as they relate to regulated investment companies. Capital losses generated in tax years beginning after the date of enactment may now be carried forward indefinitely, and retain the character of the original loss. Under pre-enactment law, capital losses could be carried forward for up to eight tax years as short-term capital losses. The provisions affecting the utilization of capital loss carryforwards under the Modernization Act also require the utilization of post-enactment losses prior to the utilization of pre-enactment losses.

At December 31, 2011, the following Fund(s) had available, for federal income tax purposes, unused capital losses:

	Expiring 2012		Expiring 2015		Expiring 2016		Expiring 2017		Expiring 2018
Blue Chip Growth Fund	$	-	$	882,776	$	1,885,854	$	-	$	308,125
Emerging Growth Fund		-		-		1,526,446		2,730,804		-
Equity Index Fund		-		-		1,573,259		2,895,529		-
Large Cap Value Fund		-		-		-		22,312,166		722,962
NASDAQ-100 Fund		1,300,985		-		-		335,825		-

Net capital loss carryforwards for the Funds shown in the above table are from pre-enactment years and are, therefore, subject to the eight-year carryforward period and possible expiration.

At December 31, 2011, the following Fund(s) had post-enactment accumulated capital loss carryforwards:

	Long Term Capital Loss Carryforward		Short Term Capital Loss Carryforward
Equity Index Fund	$	1,050,124	$	326

The Blue Chip Growth Fund elected to defer to the fiscal year beginning January 1, 2012, post-October capital losses in the amount of $552,124.

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, 2011, was as follows:

	Ordinary Income		Long Term Capital Gain		Return of Capital
Blue Chip Growth Fund	$	128,353	$	-	$	-
Equity Index Fund		5,242,846		-		-
Large Cap Value Fund		1,960,138		-		-
NASDAQ-100 Fund		32,747		-		-
Small Cap Growth Equity Fund		68,744		10,117,741		-

77

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, 2010, was as follows:

	Ordinary Income		Long Term Capital Gain		Return of Capital
Blue Chip Growth Fund	$	233,055	$	-	$	-
Equity Index Fund		5,174,766		-		-
Large Cap Value Fund		1,777,178		-		-
NASDAQ-100 Fund		12,718		-		-

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, 2011, temporary book and tax accounting differences were primarily attributable to investments in futures contracts, passive foreign investment companies, the deferral of wash sale losses, and deferred Trustee compensation.

At December 31, 2011, the components of distributable earnings on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long Term Capital Gain (Capital Loss Carryover)			Other Temporary Differences			Unrealized Appreciation (Depreciation)
Blue Chip Growth Fund	$	309,038	$	(3,076,755	)	$	(592,336	)	$	65,438,662
Emerging Growth Fund		-		(4,257,250	)		(6,586	)		509,083
Equity Index Fund		5,411,062		(5,519,238	)		(152,376	)		36,962,447
Large Cap Value Fund		1,474,686		(23,035,128	)		(67,394	)		22,619,074
NASDAQ-100 Fund		45,320		(1,636,810	)		(5,203	)		1,834,007
Small Cap Growth Equity Fund		4,768,365		22,152,180			(60,663	)		11,353,266

During the year ended December 31, 2011, 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)
Blue Chip Growth Fund	$	-		$	21,600		$	(21,600	)
Emerging Growth Fund		(139,087	)		-			139,087
Equity Index Fund		-			43,296			(43,296	)
Large Cap Value Fund		-			4,464			(4,464	)
NASDAQ-100 Fund		(424,468	)		428,272			(3,804	)
Small Cap Growth Equity Fund		-			(1,767,776	)		1,767,776

The Funds did not have any unrecognized tax benefits at December 31, 2011, 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, 2011, 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 rules and rates that exist in the foreign markets in which they invest.

78

Notes to Financial Statements (Continued)

7. Indemnifications

Under the Funds’ organizational documents, current and former Trustees and Officers are provided with specified rights to 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 April and May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-03, “Reconsideration of Effective Control for Repurchase Agreements” (“ASU 2011-03”) and Accounting Standards Update No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”), respectively. ASU 2011-03 amends FASB Accounting Standards Codification Topic 860, “Transfers and Servicing,” specifically the criteria required to determine whether a repurchase or other similar agreement or a dollar roll transaction should be accounted for as sales of financial assets or secured borrowings with commitments. ASU 2011-04, which is the result of the work by the FASB and the International Accounting Standards Board to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP, amends FASB Accounting Standards Codification Topic 820, “Fair Value Measurement,” primarily expanding existing disclosure requirements for fair value measurements. ASU 2011-03 and ASU 2011-04 are each effective for fiscal years and interim periods beginning after December 15, 2011. Management is currently evaluating the implications of these changes and their impact on the financial statements.

9. Legal Proceedings

On December 7, 2010, the Trust was named as a defendant and putative member of the proposed defendant class of shareholders named in an adversary proceeding brought by The Official Committee of Unsecured Creditors of Tribune Company (the “Official Committee”) in the U.S. Bankruptcy Court for the District of Delaware, in connection with Tribune Company’s Chapter 11 bankruptcy proceeding (In re Tribune Company). The proceeding relates to a leveraged buyout (“LBO”) transaction by which Tribune Company converted to a privately-held company in 2007, and the putative defendant class is comprised of beneficial owners of shares of Tribune Company who received proceeds (the “Proceeds”) of the LBO. The Official Committee seeks to recover payments of those Proceeds.

The potential amount sought to be recovered from the Equity Index Fund, plus interest and the Official Committee’s court costs, is approximately $207,706.

Since the Fund cannot predict the outcome of this proceeding, the Fund has not accrued any amounts in the accompanying financial statements related to this proceeding. If the proceeding were to be decided in a manner adverse to the Fund, or if the Fund were to enter into a settlement agreement with the Official Committee, the payment of such judgment or settlement could potentially have a material adverse effect on the Fund’s net asset value depending on the total net assets of the Fund at the time of such judgment or settlement.

10. Upcoming Fund Liquidations

Shareholders have approved a plan of liquidation for the Trust with respect to Emerging Growth Fund and NASDAQ-100 Fund, pursuant to which each such Fund will be liquidated on or about April 27, 2012, and the liquidation proceeds of the Fund will be distributed to the appropriate MassMutual or C.M. Life Insurance Company separate accounts invested in the Funds.

79

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MML Series Investment Fund and Shareholders of MML Blue Chip Growth Fund, MML Emerging Growth Fund, MML Equity Index Fund, MML Large Cap Value Fund, MML NASDAQ-100 Fund, and MML Small Cap Growth Equity Fund (collectively, the “Funds”):

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of the Funds as of December 31, 2011, 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 periods presented. These financial statements and financial highlights are the responsibility of the Funds’ 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 Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included 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 on the effectiveness of the Funds’ 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 significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011, 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.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2011, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2012

80

Trustees and Officers (Unaudited)

The following table lists the Trust’s Trustees and Officers as of December 31, 2011; 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 Series Investment Fund, 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 H. Ayers Age: 69	Chairman Trustee	Since 2010 Since 1999	Retired.	68	Director (2008-2011), Celera Corporation; Director (1996-2008), Applera Corporation; Director (2002-2006), Instron Corporation; Chairman (since 2010), Trustee (since 1996), MassMutual Select Funds (open-end investment company).
Allan W. Blair Age: 63	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.	68	Director (2001-2007), Future Works, Inc.; Trustee (since 2003), MassMutual Select Funds (open-end investment company).
R. Alan Hunter, Jr. Age: 65	Trustee	Since 2003	Retired.	68	Director (since 2007), Actuant Corporation; Trustee (since 2003), MassMutual Select Funds (open-end investment company).
F. William Marshall, Jr. Age: 69	Trustee	Since 1996	Retired; Consultant (1999-2009).	104***	Trustee (since 2000), Denver Board – Oppenheimer Funds; Trustee (since 1996), MassMutual Select Funds (open-end investment company).
Susan B. Sweeney Age: 59	Trustee	Since 2009	Senior Vice President and Chief Investment Officer (since 2010), Selective Insurance Group (property and casualty company); Senior Managing Director (2008-2010), Ironwood Capital (private equity firm); Chief Investment Officer, Pension Fund (2002-2007), Office of the Treasurer of the State of Connecticut.	68	Trustee (since 2009), MassMutual Select Funds (open-end investment company).

81

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: 66	Trustee Vice Chairman	Since 2003 (2005-2007)	Retired.	70^^	Director (since 2006), Jefferies Group, Inc. (investment bank); Director (2007-2011), Scottish Re Group Ltd.; Director (2003-2010), Alabama Aircraft Industries, Inc.; Trustee (since 2003), Babson Capital Corporate Investors (formerly known as MassMutual Corporate Investors) (closed-end investment company); Trustee (since 2003), Babson Capital Participation Investors (formerly known as MassMutual Participation Investors) (closed-end investment company); Director (2005-2006), York Enhanced Strategies Fund (closed-end investment company); Trustee (since 2003), Vice Chairman (2005-2007), MassMutual Select Funds (open-end investment company).
Elaine A. Sarsynski^^^ Age: 56	Trustee	Since 2008	Executive Vice President (since 2006), Senior Vice President and Chief Administrative Officer (2005-2006), MassMutual.	100	Trustee (since 2008), MassMutual Select Funds (open-end investment company); Vice Chairperson and Trustee (since 2011), MassMutual Premier Funds (open-end investment company); Vice Chairperson and Trustee (since 2011), MML Series Investment Fund II (open-end investment company).

82

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: 49	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).	42
Michael C. Eldredge Age: 47	Vice President	Since 2009	Vice President (since 2008), MassMutual; Vice President (2005-2008), ING; Vice President (since 2009), MassMutual Select Funds (open-end investment company); Vice President (since 2009), MassMutual Premier Funds (open-end investment company); Vice President (since 2009), MML Series Investment Fund II (open-end investment company).	100
Andrew M. Goldberg Age: 45	Vice President, Secretary, and Chief Legal Officer Assistant Secretary	Since 2008 (2001- 2008)	Assistant Vice President and Counsel (since 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).	100
Nicholas H. Palmerino Age: 46	Chief Financial Officer and Treasurer	Since 2006	Assistant Vice President (since 2006), MassMutual; Vice President (2006), Consultant (2005-2006), JP Morgan Chase Worldwide Securities Services; 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).	100
Philip S. Wellman Age: 47	Vice President and Chief Compliance Officer	Since 2007	Vice President, Associate General Counsel, and Chief Compliance Officer (Mutual Funds and Investment Advisory) (since 2008), Vice President, Associate General Counsel, and Chief Compliance Officer (Mutual Funds) (2007-2008), 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).	100
Eric H. Wietsma Age: 45	Vice President	Since 2006	Senior Vice President (since 2010), Corporate Vice President (2007-2010), Vice President (2005-2007), MassMutual; 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).	100

* 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 or her successor or until he or she 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.

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.

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

83

Trustees and Officers (Unaudited) (Continued)

^ 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.

^^ Babson Capital Participation Investors and Babson Capital 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.

84

Federal Tax Information (Unaudited)

For corporate shareholders, a portion of the ordinary dividends paid during the Fund(s)’ year ended December 31, 2011, qualified for the dividends received deduction, as follows:

	Dividends Received Deductions
Blue Chip Growth Fund		100.00%
Equity Index Fund		100.00%
Large Cap Value Fund		100.00%
NASDAQ-100 Fund		100.00%
Small Cap Growth Equity Fund		100.00%

85

Other Information (Unaudited)

Proxy Voting

A description of the policies and procedures that each Fund’s investment adviser and subadvisers 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 (“SEC”) 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/funds and on the SEC’s website at http://www.sec.gov.

Quarterly Reporting

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 and 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.

Trustees’ Approval of Investment Advisory Contracts

At their meeting in August 2011, the Trustees, including the Trustees who are not “interested persons” (as such term is defined in the 1940 Act) of the Trust, MassMutual, or subadvisers (the “Independent Trustees”) approved amended and restated investment management agreements with MassMutual for each of the Funds (“Amended and Restated Investment Management Agreements”), subject to approval by the shareholders of the Funds, and renegotiated subadvisory agreements with Davis Selected Advisers, L.P. for the Large Cap Value Fund, Northern Trust Investments, Inc. for the Equity Index Fund and NASDAQ-100 Fund, and Waddell & Reed Investment Management Company for the Small Cap Growth Equity Fund, each of which is based on the new form of subadvisory agreement previously presented to the Trustees (“August Renegotiated Subadvisory Agreements”). In preparation for the meeting, the Trustees requested, and MassMutual provided in advance, certain materials relevant to the consideration of the Amended and Restated Investment Management Agreements and August Renegotiated Subadvisory Agreements (the “August Materials”). In all of their deliberations, the Trustees were advised by independent counsel.

In approving the Amended and Restated Investment Management Agreements, the Trustees considered the August Materials and information discussed with representatives of MassMutual at the meeting, as well as the fact that many of the provisions in the Amended and Restated Investment Management Agreements are intended to conform to comparable provisions contained in the form of investment management agreement MassMutual expects to propose for all new mutual funds to be advised by it. The Trustees noted that since their most recent approval of the Funds’ current investment management agreements, there had been no material adverse change relating to MassMutual and the nature or quality of services provided by MassMutual to the Funds. The Trustees also noted that the Amended and Restated Investment Management Agreements clarified the nature of MassMutual’s obligations to the Funds, particularly in cases where a sub-administrator has been appointed, and the standard of care applicable to MassMutual’s performance of its obligations to the Funds. The Trustees further considered that no change was being proposed to the advisory fee paid by each Fund to MassMutual, and that MassMutual does not anticipate that the Funds’ expenses will change or increase, as applicable, in any material amount as a result of this proposed change.

In reviewing the contracts, the Trustees considered a number of factors they believed to be relevant to the interests of shareholders of the Funds, including: (i) the financial condition, stability, and business strategy of MassMutual; (ii) the ability of MassMutual with respect to regulatory compliance and its ability to monitor compliance with the investment policies of the Funds; (iii) MassMutual’s ability to provide investment oversight and administrative and shareholder services to the Funds; and (iv) the experience and qualifications of the personnel of MassMutual that perform, or oversee the performance of, the services provided to the Funds and the needs of the Funds for administrative and shareholder services.

In reviewing the August Renegotiated Subadvisory Agreements, the Trustees discussed with MassMutual and considered a wide range of information about, among other things: (i) each subadviser and its personnel with responsibilities for providing services to the Funds; (ii) the terms of each August Renegotiated Subadvisory Agreement; and (iii) the scope and quality of services that each subadviser will provide under each August Renegotiated Subadvisory Agreement.

86

Other Information (Unaudited) (Continued)

Prior to the votes being taken to approve the Amended and Restated Investment Management Agreements and the August Renegotiated Subadvisory Agreements, the Independent Trustees met separately in executive session to discuss the appropriateness of such contracts. 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.

Based on the foregoing, the Trustees concluded that: (i) overall, they were satisfied with the nature, extent, and quality of services expected to be provided under the Amended and Restated Investment Management Agreements and August Renegotiated Subadvisory Agreements, including the anticipated level of MassMutual’s oversight of the Funds and the subadvisory process; and (ii) the terms of the Amended and Restated Investment Management Agreements and August Renegotiated Subadvisory Agreements are fair and reasonable with respect to each Fund and are in the best interest of each Fund’s shareholders. The Trustees also determined that, with respect to the Amended and Restated Investment Management Agreements, in light of the nature of the proposed changes, it was not necessary to evaluate the Funds’ investment performance and whether the Funds’ fees reflected future expected economies of scale. After carefully considering the information summarized above, the Trustees, including the Independent Trustees voting separately, unanimously voted to approve the Amended and Restated Investment Management Agreements and August Renegotiated Subadvisory Agreements.

The Amended and Restated Investment Management Agreements became effective on December 15, 2011. The August Renegotiated Subadvisory Agreements became effective on August 15, 2011.

At their meeting in November 2011, the Trustees, including the Independent Trustees, approved a renegotiated subadvisory agreement with Wellington Management Company, LLP (“Wellington Management”) for the Small Cap Growth Equity Fund (“November Renegotiated Subadvisory Agreement”). In preparation for the meeting, the Trustees requested, and MassMutual provided in advance, certain materials relevant to the consideration of the November Renegotiated Subadvisory Agreement. (the “November Materials”). In all of their deliberations, the Trustees were advised by independent counsel.

In reviewing the November Renegotiated Subadvisory Agreement, the Trustees discussed with MassMutual and considered a wide range of information about, among other things: (i) Wellington Management and its personnel with responsibilities for providing services to the Small Cap Growth Equity Fund; (ii) the terms of the November Renegotiated Subadvisory Agreement; and (iii) the scope and quality of services that Wellington Management will provide under the November Renegotiated Subadvisory Agreement.

Prior to the votes being taken to approve the November Renegotiated Subadvisory Agreement, the Independent Trustees met separately in executive session to discuss the appropriateness of the contract. 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.

Based on the foregoing, the Trustees concluded that: (i) overall, they were satisfied with the nature, extent, and quality of services expected to be provided under the November Renegotiated Subadvisory Agreement; and (ii) the terms of the November Renegotiated Subadvisory Agreement are fair and reasonable with respect to Small Cap Growth Equity Fund and are 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 November Renegotiated Subadvisory Agreement.

The November Renegotiated Subadvisory Agreement became effective on December 6, 2011.

87

Other Information (Unaudited) (Continued)

Submission of Matters to a Vote of Security Holders

A Special Meeting of Shareholders of the Trust was held on December 15, 2011. Notice of the meeting, and a Proxy Statement, were distributed on or about November 4, 2011 to shareholders of record as of September 30, 2011. The results of the vote on the matters submitted to shareholders at the Special Meeting are as follows:

Proposal 1: To elect Richard H. Ayers, Allan W. Blair, Nabil N. El-Hage, Maria D. Furman, R. Alan Hunter, Jr., Robert E. Joyal, F. William Marshall, Jr., C. Ann Merrifield, Susan B. Sweeney, and Elaine A. Sarsynski as Trustees for an indefinite term of office.*

This matter was approved by the Trust’s shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Withhold		% of Shares Outstanding
Richard H. Ayers		765,495,692.880		733,539,199.436		94.864		31,956,493.444		4.133
Allan W. Blair		765,495,692.880		735,085,087.870		95.064		30,410,605.010		3.933
Nabil N. El-Hage		765,495,692.880		732,560,039.951		94.737		32,935,652.929		4.260
Maria D. Furman		765,495,692.880		735,207,544.500		95.080		30,288,148.380		3.917
R. Alan Hunter, Jr.		765,495,692.880		734,349,593.714		94.969		31,146,099.166		4.028
Robert E. Joyal		765,495,692.880		734,203,180.707		94.950		31,292,512.173		4.047
F. William Marshall, Jr.		765,495,692.880		733,163,357.565		94.815		32,332,335.315		4.182
C. Ann Merrifield		765,495,692.880		735,368,777.111		95.100		30,126,915.769		3.897
Susan B. Sweeney		765,495,692.880		735,078,542.652		95.063		30,417,150.228		3.934
Elaine A. Sarsynski		765,495,692.880		735,169,290.791		95.075		30,326,402.089		3.922

* Denotes Trust-wide proposal and voting results.

Proposal 2: To approve an Amended and Restated Agreement and Declaration of Trust.

This matter was approved by shareholders of each series of the Trust. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Blue Chip Growth Fund		30,574,570.799		30,143,312.713		98.589		283,028.165		.926		148,229.921		.484
Emerging Growth Fund		2,110,998.103		2,016,786.899		95.537		45,486.745		2.155		48,724.459		2.307
Equity Index Fund		11,461,776.549		9,967,006.406		52.782		727,954.381		3.855		766,815.762		4.061
Large Cap Value Fund		19,677,830.461		17,682,005.311		89.577		699,221.652		3.542		1,296,603.498		6.569
NASDAQ-100 Fund		2,226,415.099		2,033,370.228		91.329		65,079.342		2.923		127,965.529		5.748
Small Cap Growth Equity Fund		15,474,973.726		14,349,311.720		91.422		419,034.824		2.670		706,627.182		4.502

88

Other Information (Unaudited) (Continued)

Proposal 3: To approve an amended and restated investment management agreement.

This matter was approved by the following Fund’s shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Equity Index Fund		11,461,776.549		9,694,341.899		51.338		972,204.337		5.148		795,230.313		4.212

Proposal 4: To approve an amended and restated investment management agreement under which MassMutual provides both investment management and administrative services.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Blue Chip Growth Fund		30,574,570.799		30,142,056.319		98.585		265,497.485		.869		167,016.995		.545
Emerging Growth Fund		2,110,998.103		2,015,181.049		95.461		47,092.595		2.231		48,724.459		2.307
Large Cap Value Fund		19,677,830.461		17,635,050.761		89.339		747,504.563		3.787		1,295,275.137		6.562
NASDAQ-100 Fund		2,226,415.099		2,036,627.089		91.476		61,822.481		2.776		127,965.529		5.748
Small Cap Growth Equity Fund		15,474,973.726		14,335,248.310		91.332		434,588.050		2.769		705,137.366		4.493

Proposal 5: To liquidate certain Funds and distribute the liquidation proceeds to an affiliated money market fund.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Emerging Growth Fund		2,110,998.103		1,987,213.406		94.136		58,475.872		2.770		65,308.825		3.093
NASDAQ-100 Fund		2,226,415.099		1,851,545.665		83.163		195,215.759		8.768		179,653.675		8.069

Proposal 6: To change the status of the MML NASDAQ-100 Fund from a diversified fund to a non-diversified fund.

This matter was approved by the following Fund’s shareholders. The results of the vote were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
NASDAQ-100 Fund		2,226,415.099		1,975,428.354		88.727		76,879.454		3.453		174,107.291		7.820

89

Other Information (Unaudited) (Continued)

Proposal 8: To make the investment objective of certain Funds non-fundamental.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Blue Chip Growth Fund		30,574,570.799		30,105,714.351		98.467		289,124.647		.945		179,731.801		.587
Emerging Growth Fund		2,110,998.103		1,934,330.949		91.631		126,941.980		6.013		49,725.174		2.355
Equity Index Fund		11,461,776.549		9,714,426.216		51.444		998,504.267		5.288		748,846.066		3.966
Large Cap Value Fund		19,677,830.461		17,390,077.892		88.098		837,812.681		4.244		1,449,939.888		7.346
NASDAQ-100 Fund		2,226,415.099		1,915,547.552		86.037		141,089.594		6.337		169,777.953		7.626
Small Cap Growth Equity Fund		15,474,973.726		14,156,694.360		90.195		558,348.966		3.557		759,930.400		4.842

Proposal 9.A: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to diversification of investments.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Emerging Growth Fund		2,110,998.103		2,018,800.344		95.632		62,057.235		2.940		30,140.524		1.427
Large Cap Value Fund		19,677,830.461		17,431,926.036		88.310		818,528.519		4.147		1,427,375.906		7.231
Small Cap Growth Equity Fund		15,474,973.726		14,297,837.738		91.094		510,333.278		3.252		666,802.710		4.248

Proposal 9.B: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to borrowing money and issuing senior securities.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Emerging Growth Fund		2,110,998.103		2,004,297.458		94.945		76,560.121		3.627		30,140.524		1.427
Equity Index Fund		11,461,776.549		9,314,596.977		49.327		1,315,315.029		6.965		831,864.543		4.406
Large Cap Value Fund		19,677,830.461		17,319,221.254		87.739		940,341.597		4.764		1,418,267.610		7.185
NASDAQ-100 Fund		2,226,415.099		1,794,474.620		80.599		301,503.474		13.542		130,437.005		5.859
Small Cap Growth Equity Fund		15,474,973.726		14,205,741.818		90.507		593,736.709		3.783		675,495.199		4.304

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Other Information (Unaudited) (Continued)

Proposal 9.C: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to participation in the underwriting of securities.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Emerging Growth Fund		2,110,998.103		2,016,780.381		95.537		64,077.198		3.035		30,140.524		1.427
Equity Index Fund		11,461,776.549		9,539,524.865		50.518		1,089,184.639		5.768		833,067.045		4.412
Large Cap Value Fund		19,677,830.461		17,344,929.104		87.869		889,829.481		4.508		1,443,071.876		7.311
NASDAQ-100 Fund		2,226,415.099		1,812,211.554		81.423		283,166.540		12.718		130,437.005		5.859
Small Cap Growth Equity Fund		15,474,973.726		14,241,308.316		90.734		556,653.590		3.546		677,011.820		4.314

Proposal 9.D: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to investment in real estate and to approve the elimination of certain Funds’ fundamental investment restrictions with respect to investing in oil, gas or other mineral leases, rights, royalty contracts or exploration or development programs.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Blue Chip Growth Fund		30,574,570.799		30,129,793.737		98.545		246,642.944		.807		198,134.118		.647
Emerging Growth Fund		2,110,998.103		2,018,811.750		95.633		62,057.235		2.940		30,129.118		1.426
Equity Index Fund		11,461,776.549		9,556,680.103		50.609		1,067,504.065		5.653		837,592.381		4.436
Large Cap Value Fund		19,677,830.461		17,375,841.637		88.026		896,108.296		4.540		1,405,880.528		7.122
NASDAQ-100 Fund		2,226,415.099		1,812,811.554		81.423		283,166.540		12.718		130,437.005		5.859
Small Cap Growth Equity Fund		15,474,973.726		14,262,423.493		90.868		538,025.786		3.428		674,524.447		4.298

Proposal 9.E: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to investment in commodities and commodity contracts.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Blue Chip Growth Fund		30,574,570.799		30,100,508.227		98.449		266,460.999		.872		207,601.573		.678
Emerging Growth Fund		2,110,998.103		2,004,637.161		94.961		76,220.418		3.611		30,140.524		1.427
Equity Index Fund		11,461,776.549		9,536,928.887		50.504		1,087,678.887		5.760		837,168.775		4.434
Large Cap Value Fund		19,677,830.461		17,336,979.669		87.829		894,020.157		4.529		1,446,830.635		7.330
NASDAQ-100 Fund		2,226,415.099		1,794,474.620		80.599		301,503.474		13.542		130,437.005		5.859
Small Cap Growth Equity Fund		15,474,973.726		14,222,403.197		90.613		581,970.357		3.708		670,600.172		4.273

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Other Information (Unaudited) (Continued)

Proposal 9.F: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to making loans.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Emerging Growth Fund		2,110,998.103		2,004,297.458		94.945		76.560.121		3.627		30,140.524		1.427
Equity Index Fund		11,461,776.549		9,289,066.947		49.192		1,326,408.906		7.024		846,300.696		4.482
Large Cap Value Fund		19,677,830.461		17,301,592.022		87.650		949,618.659		4.810		1,426,619.780		7.228
NASDAQ-100 Fund		2,226,415.099		1,794,474.620		80.599		301,503.474		13.542		130,437.005		5.859
Small Cap Growth Equity Fund		15,474,973.726		14,217,963.132		90.585		582,046.940		3.709		674,963.654		4.300

Proposal 9.G: To approve an amendment of certain Funds’ fundamental investment restriction with respect to concentrating investments in an industry.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Blue Chip Growth Fund		30,574,570.799		30,127,923.070		98.539		239,046.156		.782		207,601.573		.678
Emerging Growth Fund		2,110,998.103		1,968,668.565		93.258		112,189.014		5.314		30,140.524		1.427
Equity Index Fund		11,461,776.549		9,520,907.678		50.419		1,109,653.263		5.877		831,215.608		4.402
Large Cap Value Fund		19,677,830.461		17,333,937.777		87.814		914,929.294		4.635		1,428,963.390		7.239
NASDAQ-100 Fund		2,226,415.099		1,812,852.261		81.425		283,125.833		12.716		130,437.005		5.859
Small Cap Growth Equity Fund		15,474,973.726		14,248,620.667		90.781		550,352.799		3.506		676,000.260		4.307

Proposal 9.H: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to short sales.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Blue Chip Growth Fund		30,574,570.799		30,085,489.925		98.400		300,341.366		.983		188,739.508		.616
Emerging Growth Fund		2,110,998.103		1,956,185.642		92.666		124,671.937		5.906		30,140.524		1.427
Large Cap Value Fund		19,677,830.461		17,296,292.249		87.623		953,595.736		4.831		1,427,942.476		7.234
Small Cap Growth Equity Fund		15,474,973.726		14,200,905.240		90.477		601,257.069		3.830		672,811.417		4.287

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Other Information (Unaudited) (Continued)

Proposal 9.I: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to pledging, mortgaging or hypothecating fund assets.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Blue Chip Growth Fund		30,574,570.799		30,088,326.899		98.410		290,502.727		.950		195,741.173		.639
Emerging Growth Fund		2,110,998.103		1,954,505.383		92.587		126,352.196		5.985		30,140.524		1.427
Large Cap Value Fund		19,677,830.461		17,265,937.205		87.469		987,101.975		5.001		1,424,791.281		7.218
Small Cap Growth Equity Fund		15,474,973.726		14,163,587.661		90.239		640,620.562		4.081		670,765.503		4.274

Proposal 9.J: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to purchasing securities on margin.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Equity Index Fund		11,461,776.549		9,330,627.981		49.412		1,360,793.657		7.206		770,354.911		4.080
NASDAQ-100 Fund		2,226,415.099		1,794,474.620		80.599		313,405.367		14.077		118,535.112		5.324

Proposal 9.K: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to making loans to any officer, trustee or director or employee of the Trust or MassMutual, or to MassMutual.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Equity Index Fund		11,461,776.549		9,155,260.657		48.483		1,484,568.977		7.862		821,946.915		4.353
NASDAQ-100 Fund		2,226,415.099		1,794,474.620		80.599		313,405.367		14.077		118,535.112		5.324

Proposal 9.L: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to writing, purchasing or selling puts, calls or combinations thereof.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Equity Index Fund		11,461,776.549		9,285,793.273		49.174		1,322,800.201		7.005		853,183.075		4.519
NASDAQ-100 Fund		2,226,415.099		1,794,474.620		80.599		301.503.474		13.542		130,437.005		5.859

93

Other Information (Unaudited) (Continued)

Proposal 9.M: To approve the elimination of certain Funds’ fundamental investment restrictions with respect to investing in securities of other investment companies.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Equity Index Fund		11,461,776.549		9,507,884.686		50.350		1,118,209.566		5.922		835,682.297		4.426
NASDAQ-100 Fund		2,226,415.099		1,812,811.554		81.423		295,068.433		13.253		118,535.112		5.324

94

Other Information (Unaudited) (Continued)

Fund Expenses December 31, 2011

Expense Examples:

The following information is in regards to expenses for the six months ended December 31, 2011:

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, 2011.

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*
Blue Chip Growth Fund
Initial Class	$	1,000		0.80	%	$	951.20	$	3.93	$	1,021.20	$	4.08
Service Class		1,000		1.05	%		950.50		5.16		1,019.90		5.35
Emerging Growth Fund
Initial Class		1,000		1.25	%		854.80		5.84		1,018.90		6.36
Service Class		1,000		1.50	%		852.40		7.00		1,017.60		7.63
Equity Index Fund
Class I		1,000		0.45	%		960.90		2.22		1,022.90		2.29
Class II		1,000		0.29	%		961.70		1.43		1,023.70		1.48
Class III		1,000		0.15	%		962.20		0.74		1,024.40		0.77
Service Class I		1,000		0.70	%		959.90		3.46		1,021.70		3.57
Large Cap Value Fund
Initial Class		1,000		0.83	%		936.20		4.05		1,021.00		4.23
Service Class		1,000		1.08	%		935.00		5.27		1,019.80		5.50

95

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*
NASDAQ-100 Fund
Initial Class	$	1,000		0.56	%	$	982.50	$	2.80	$	1,022.40	$	2.85
Service Class		1,000		0.81	%		981.10		4.04		1,021.10		4.13
Small Cap Growth Equity Fund
Initial Class		1,000		1.14	%		871.40		5.38		1,019.50		5.80
Service Class		1,000		1.39	%		870.50		6.55		1,018.20		7.07

* Expenses are calculated using the annualized expense ratio for the six months ended December 31, 2011, 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.

96

Distributor

MML Distributors, LLC

1295 State Street

Springfield, MA 01111-0001

^© 2012 Massachusetts Mutual Life Insurance Company, Springfield, MA 01111-0001. 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    112 CRN201303-156805

Table of Contents

President’s Letter to Shareholders	1
Economic and Market Review	3
Portfolio Manager Reports	6
Portfolio of Investments
MML Aggressive Allocation Fund	25
MML Balanced Allocation Fund	26
MML Conservative Allocation Fund	27
MML Growth Allocation Fund	28
MML Moderate Allocation Fund	29
MML American Funds® Core Allocation Fund	30
MML American Funds® Growth Fund	31
MML American Funds® International Fund	32
Statements of Assets and Liabilities	34
Statements of Operations	38
Statements of Changes in Net Assets	40
Financial Highlights	44
Notes to Financial Statements	50
Report of Independent Registered Public Accounting Firm	62
Trustees and Officers (Unaudited)	63
Federal Tax Information (Unaudited)	67
Other Information (Unaudited)
Proxy Voting	68
Quarterly Reporting	68
Trustees’ Approval of Investment Advisory Contracts	68
Submission of Matters to a Vote of Security Holders	69
Fund Expenses	71

This material must be preceded or accompanied by a current prospectus (or summary prospectus, if available) 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 (or summary prospectus, if available). Read it carefully before investing.

MML Series Investment Fund – President’s Letter to Shareholders

To Our Shareholders

Richard J. Byrne

“MassMutual focuses on the long term and encourages retirement investors to do the same – and to keep an appropriate perspective despite short-term changes in the markets or day-to-day events that may seem unsettling. As we observed again in 2011, financial markets can be extremely volatile, but it is important to remember that changing market conditions have the potential to reward patient investors.”

December 31, 2011

Retirement investors face ongoing market volatility

I am pleased to present you with the MML Series Investment Fund Annual Report, covering the year ended December 31, 2011. The year posed ongoing challenges for many investors, with periods of high volatility driven by ongoing fiscal instability and geopolitical unrest in certain regions characterizing much of the period.

In MassMutual’s view, the uncertain market environment we witnessed in 2011 underscores the importance of maintaining a long-term investment plan designed to suit your investment time horizon and tolerance for risk and monitoring. We also believe in the value of making changes to your plan when appropriate, but not in response to short-term changes in the markets or the economic climate.

Suggestions for retirement investors under any market conditions

Be in it for the long term

History has shown that while markets tend to react negatively to unexpected shocks or unfavorable news, they also have the potential to regain value quickly. Remember, just like any other asset, if you’re holding an investment that has fallen in price, you don’t realize a loss until you sell it. In fact, during market lows, you can often buy quality investments at more reasonable prices than when markets are rallying.

Continue to invest

Sophisticated investors and financial professionals know that individuals who can weather down periods in the market may be rewarded if they continue to invest when shares are trading at lower prices, especially relative to investors who do not continue to invest during down markets.*

Monitor your asset allocation and diversify

Stocks, bonds, and short-term/money market investments are asset classes that typically behave differently depending upon the economic and market environment. These broad asset classes contain an even greater array of asset sub-categories (such as small-cap stocks, international stocks, and high-yield bonds). Most financial professionals agree that investors can help themselves take advantage of different opportunities in the market and reduce their risk of over-exposure to one or two poorly performing asset types by selecting a number of investments that represent a mix of asset classes and sub-categories.*

Keep it in the proper perspective

We believe doing business with MassMutual is the sign of a good decision. MassMutual focuses on the long term and encourages retirement investors to do the same – and to keep an appropriate perspective despite short-term changes in the markets or day-to-day events that may seem unsettling. As we observed again in 2011, financial markets can be extremely volatile, but it is important to remember that changing market conditions have the potential to reward patient investors.

* Systematic investing and asset allocation do not ensure a profit or protect against loss in a declining market. Systematic investing involves continuous investment in securities regardless of fluctuating price levels. Investors should consider their ability to continue investing through periods of low price levels.

(Continued)

1

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

This could be an ideal time to contact your financial professional to help you evaluate and fine-tune your retirement-planning strategy, taking into consideration your investment time frame and risk tolerance. Your financial professional can also help you ensure you’re on track to reach your retirement income goals.

Thank you for your continued confidence and trust in MassMutual.

Sincerely,

Richard J. Byrne

President

The information provided is the opinion of MassMutual Retirement Services Investment Services as of 1/1/12 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.

2

MML Series Investment Fund – Economic and Market Review

December 31, 2011

Financial markets produce mixed results amid continued volatility; bright spots emerge

Stocks and bonds in the United States produced mixed results for 2011. One-year performance numbers masked a great deal of volatility throughout the period, as political and economic problems worldwide kept investors on edge for much of the year. Foreign equity markets trailed their U.S. counterparts, with ongoing problems on the world stage driving international stocks into negative territory for the year.

Certain economic indicators continued to concern economists during the period, but the U.S. economic outlook appeared to improve somewhat. Unemployment remained stubbornly high, although there were some bright spots in certain data releases. The housing market mainly continued to struggle but gained some ground later in the year. Home prices throughout the country generally continued their decline and ran in lockstep with reduced volume in contract signings, but some positive signals drove optimism in parts of the country, particularly the South and West, and provided some encouragement to sellers in the otherwise challenging real estate environment. In 2011, the price of oil started at approximately $90 per barrel, rose steadily and peaked in April at more than $116, and finished the year at about $103.

The Federal Reserve (the “Fed”) kept interest rates at historically low levels, with the federal funds rate remaining at 0.0% to 0.25%, in an ongoing attempt to stimulate the economy. (The federal funds rate is the interest rate that banks and other financial institutions charge each other for borrowing funds overnight.) The Fed reaffirmed its intention to keep the federal funds rate exceptionally low for an “extended period” repeatedly in 2011, pledging to keep short-term rates low at least until mid-2013. Fed efforts to stimulate the economy included a second round of quantitative easing via targeted bond purchases (known as QE2), which had begun in November 2010 and ended along with the second quarter in June 2011. Additionally, in October 2011, the Fed implemented “Operation Twist,” which further aims to boost economic growth by causing long-term interest rates to decline. The plan involves shifting some of the central bank’s holdings from shorter-maturity Treasuries to those with longer maturities.

The United States government’s long-term fiscal situation garnered increasingly frequent headlines focused on the budget and the ongoing debate over where to cut federal spending. Partisan Congressional wrangling over the debt ceiling increase in the summer of 2011 contributed to an already volatile market environment, and an overall lack of progress on economic matters by U.S. legislators left investors with little confidence that the current Congress will reach an agreement about any significant legislation likely to benefit the U.S. economy.

Market performance

In this environment of market volatility, bonds and equities turned in mixed performances for the year ended December 31, 2011, with bonds generally outperforming stocks. The Dow Jones Industrial Average^SM (the “Dow”), a well-known measure of blue-chip stock performance, advanced 5.53%. The S&P 500^® Index (the “S&P 500”), which measures the progress of large-capitalization stocks in the U.S., returned a more modest 2.11%. On the negative side, the small-capitalization Russell 2000^® Index dropped 4.18%, while technology stock benchmark the NASDAQ Composite^® Index (“NASDAQ”) declined 1.80%. Worldwide equity markets saw even steeper losses, as the MSCI^® EAFE^® Index, a barometer for foreign stocks in developed markets, dropped 12.14%. The MSCI Emerging Markets Index, a measure of the performance of emerging stock markets throughout the world, fell 18.42%.

Fixed-income benchmarks substantially outperformed most equity counterparts during the year. The Barclays Capital U.S. Aggregate Bond Index, a broad measure of the U.S. investment-grade bond markets, gained 7.84%. Treasury bills gained just 0.08%, as measured by the Citigroup 3-Month Treasury Bill Index. In addition, the Barclays Capital U.S. 1-3 Year Government Bond Index, which measures the performance of short-term U.S. government bonds, returned 1.56%. The standout in the fixed-income arena was the Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), a measure of the broad performance of U.S. Treasury inflation-indexed bonds, which advanced 13.56% for the year.*

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

3

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

First quarter of 2011 presents mixed financial news

Despite considerable volatility later in the first quarter of 2011, stock prices advanced in the midst of conflicts in the Middle East and the catastrophic one-two-three punch of an earthquake, tsunami, and nuclear accident in Japan. Share prices received some support from the Fed’s second round of quantitative easing, and from further improvements in some U.S. economic data, which indicated continued modest growth and a reduction in unemployment.

Reports released during the first quarter of 2011 indicated that the U.S. economy had grown 3.1% during the fourth quarter of 2010. There was also some progress on the jobs front, with unemployment falling from 9.4% in December 2010 to 8.9% in February 2011, the last month for which data became available during the quarter. That said, unemployment continued to remain stubbornly high. Finally, numerous data releases showed that the housing market continued to be depressed.

Bonds outperform stocks in the second quarter as challenges continue

In the second quarter of 2011, bonds outperformed their equity counterparts in the U.S., as stock investors exhibited fresh concerns over the sustainability of the U.S. economic recovery and a possible resolution of Greece’s fiscal woes. In the bond market, Treasury yields declined (and prices rallied) as investors grew more pessimistic about the prospects for U.S. economic growth. The yield of the bellwether 10-year Treasury note fell, reflecting investors’ preference for the safety of U.S. Treasuries over riskier investments in the more challenging market environment. Bond prices move in the opposite direction of interest rates (or yields); when yields rise, the prices of existing bonds fall – and vice versa.

Second-quarter report releases indicated that the U.S. economy had grown at a 1.9% annual pace in the first quarter of 2011, which was slightly better than early forecasts, but weaker than the previous quarter. The economy typically expands by more than 3% annually during an economic recovery, the pace that economists consider necessary to bring down unemployment. Unfortunately, the unemployment figures for May, released early in June, showed a bump up to 9.1% from 9.0%, while non-farm payrolls increased by just 54,000, compared with 232,000 during April.

Third quarter: Bonds again outpace stocks; Fed announces new initiative

The U.S. stock market had a challenging third quarter, with most widely followed market indexes suffering double-digit losses. Worsening economic news in the U.S. and abroad, a downgrade of the U.S. sovereign credit rating, and Greece’s seemingly inexorable slide toward a default on its loans were key factors undermining investor sentiment. On August 1, Congress agreed to raise the U.S. debt ceiling and approved some deficit-reduction measures – narrowly missing an August 2 deadline that would have forced the nation into default. Shortly thereafter, citing Congress’s “political brinksmanship,” Standard & Poor’s lowered its credit rating for the United States from AAA to AA+, which triggered a wave of stock selloffs in the U.S. Another factor hampering stocks was a large downward revision in first-quarter economic growth in the U.S., as measured by gross domestic product (“GDP”), from 1.9% to 0.4%. The Fed announced that the $400 billion Operation Twist would begin in October. Unemployment for August 2011 remained at 9.1%, unchanged from the previous month, marking the fifth consecutive month with the U.S. jobless rate at a level of 9% or higher. Finally, corporate earnings remained strong, and economic growth strengthened in the third quarter, with GDP growth improving to a 2.5% annualized increase, following an anemic 1.3% in the second quarter.

Fourth quarter: Stocks advance strongly; unemployment data stabilizes

U.S. stocks strongly rebounded in the fourth quarter of 2011, with virtually all gains coming in October. One major factor aiding the rally was the prospect of further progress by European leaders toward solving that region’s sovereign debt crisis. In the bond market, Treasury yields spiked higher in October, but settled down to close the quarter little changed. Against the backdrop of renewed tolerance for risk, high-yield bonds were the fourth quarter’s big winners in the fixed-income market.

In contrast with Europe, the economic outlook for the United States appeared to be modestly improving. The federal government’s final estimate of economic growth for the third quarter, which was released in December, came in at 1.8% – down a bit from the previous 2.0% figure, although early indications for the fourth quarter pointed to a pace of roughly 3%. Moreover, an early December report indicated that the U.S. unemployment rate dropped to 8.6% in November from 9.0% in October, although the primary driver of that decline was a reduction in the number of unemployed individuals seeking work. Good news also came

4

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

from the number of first-time filers for unemployment insurance, which dropped to 364,000 for the week ending December 17, the lowest level of initial claims since April 2008.

While there remains quite a bit of progress to be made, there are some clear reasons for optimism on the horizon. For example, the Conference Board’s Consumer Confidence Index posted another strong gain in December, rising 9.5 points to 64.5 and building on November’s substantial 14.3-point increase. Receding fears of a new recession prompted the turnaround in this indicator, which had declined sharply from July through October. In addition, near year-end, there also were promising reports on retail sales, housing starts, and building permits.

Investors will continue to look for improving conditions in the U.S. economy; however, developments in the European debt situation and geopolitical shifts throughout the rest of the world will also play an important and ongoing role in the fortunes of the global financial markets in 2012.

The information provided is the opinion of MassMutual Retirement Services Investment Services as of 1/1/12 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.

5

MML Allocation Fund Series – Portfolio Manager Report

December 31, 2011

What are the investment approaches of the Funds that constitute the MML Allocation Series (the “Series”), and who is the Series’ investment adviser?

The MML Allocation Series comprises five Funds – each of which has a “fund of funds” structure. The five Funds in the Series are MML Aggressive Allocation Fund, MML Balanced Allocation Fund, MML Conservative Allocation Fund, MML Growth Allocation Fund, and MML Moderate Allocation Fund.

Each Fund seeks to achieve as high a total rate of return on an annual basis as is considered consistent with prudent investment risk and the preservation of capital. Each Fund invests in a combination of domestic and international mutual funds (“Underlying Funds”) using an asset allocation strategy. Underlying Funds can include series of the MML Series Investment Fund, MML Series Investment Fund II, OppenheimerFunds, which are advised by OppenheimerFunds, Inc. (OFI), and non-affiliated funds. The Series’ investment adviser is Massachusetts Mutual Life Insurance Company (MassMutual).

Through their investment in Underlying Funds, the Funds may be exposed to a wide range of securities and other instruments with differing characteristics (such as credit quality, duration, geography, industry, and market capitalization), including, but not limited to, equity securities of small-, mid-, or large-capitalization U.S. or non-U.S. issuers, fixed income securities of U.S. or non-U.S. private or governmental issuers (including “junk” or “high-yield” bonds), inflation-protected securities, bank loans, and short-term investments of any kind.

Each Fund’s assets are allocated to its Underlying Funds according to an asset allocation strategy, as follows:

• MML Conservative Allocation Fund: Approximately 40% in equity funds and 60% in fixed income funds, including money market funds.

• MML Balanced Allocation Fund: Approximately 50% in equity funds and 50% in fixed income funds, including money market funds.

• MML Moderate Allocation Fund: Approximately 60% in equity funds and 40% in fixed income funds, including money market funds.

• MML Growth Allocation Fund: Approximately 75% in equity funds and 25% in fixed income funds, including money market funds.

• MML Aggressive Allocation Fund: Approximately 90% in equity funds and 10% in fixed income funds, including money market funds.

6

MML Allocation Fund Series – Portfolio Manager Report (Continued)

How did each Fund perform during the 12 months ended December 31, 2011?

The return of each Fund’s Initial Class shares is shown below. Also shown are the returns of each Fund’s Custom Index (defined below); the Russell 3000^® Index, a widely recognized, unmanaged index that measures the performance of the 3,000 largest U.S. companies based on market capitalization; the Morgan Stanley Capital International All Country World Index (MSCI^® ACWI) ex-U.S., an unmanaged index representative of stocks domiciled in global developed and emerging markets, excluding the United States; and the Barclays Capital U.S. Aggregate Bond Index, an unmanaged index of fixed-rate investment-grade securities with at least one year to maturity, combining the Barclays Capital U.S. Treasury Bond Index, the Barclays Capital U.S. Government-Related Bond Index, the Barclays Capital U.S. Corporate Bond Index, and the Barclays Capital U.S. Securitized Bond Index.

	Fund’s Initial Class Return	Custom Index Return	Russell 3000 Index Return	MSCI ACWI ex-U.S. Return	Barclays Capital U.S. Aggregate Bond Index Return
MML Conservative Allocation Fund	2.57%	3.80%	1.03%	-13.71%	7.84%*
MML Balanced Allocation Fund	1.73%	2.75%	1.03%*	-13.71%	7.84%
MML Moderate Allocation Fund	1.00%	1.67%	1.03%*	-13.71%	7.84%
MML Growth Allocation Fund	-0.41%	0.03%	1.03%*	-13.71%	7.84%
MML Aggressive Allocation Fund	-1.86%	-1.65%	1.03%*	-13.71%	7.84%

* Benchmark return

Each of the MML Allocation Series Funds underperformed its respective Custom Index for the full year – and all five Funds (each of which has a stock component) also significantly trailed the Barclays Capital U.S. Aggregate Bond Index. Conversely, all of the Series Funds outperformed, by a wide margin, the MSCI ACWI ex-U.S. Finally, only the MML Balanced Allocation Fund and the MML Conservative Allocation Fund outpaced the Russell 3000 Index.

MML Allocation Fund Series Custom Indexes

• The Custom MML Conservative Allocation Index comprises the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000 Index, and the MSCI ACWI ex-U.S. The weightings of each index are 60%, 30% and 10%, respectively.

• The Custom MML Balanced Allocation Index comprises the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000 Index, and the MSCI ACWI ex-U.S. The weightings of each index are 50%, 37.5% and 12.5%, respectively.

• The Custom MML Moderate Allocation Index comprises the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000 Index, and the MSCI ACWI ex-U.S. The weightings of each index are 40%, 45% and 15%, respectively.

• The Custom MML Growth Allocation Index comprises the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000 Index, and the MSCI ACWI ex-U.S. The weightings of each index are 25%, 56.25% and 18.75%, respectively.

• The Custom MML Aggressive Allocation Index comprises the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000 Index, and the MSCI ACWI ex-U.S. The weightings of each index are 10%, 67.5% and 22.5%, respectively.

7

MML Allocation Fund Series – Portfolio Manager Report (Continued)

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Investment adviser discussion of factors that contributed to the Funds’ performance

The major events of 2011 – including the Japanese earthquake, rising European debt concerns, Washington and the debt ceiling, Standard & Poor’s U.S. credit rating downgrade, and the inability of European leaders to develop and agree to a debt reduction and growth plan – drove significant correlation among stocks as equities moved as a group, with high correlation among most stock categories. This correlation made it particularly challenging for active managers who seek to add value through stock selection. Stock selection was challenging, so asset allocation – i.e., Underlying Fund positioning in specific investment types and styles – proved to be the significant driver of performance in this environment. One important asset-allocation decision that benefited the Funds was the Series’ underweight position in international equity, relative to U.S. equity. Indeed, there was a significant performance advantage in the return of U.S. large-cap stocks relative to foreign stocks from developed countries. Another equity allocation that added value was an overweight position in large-cap stocks over small-cap stocks, since large-cap stocks substantially outperformed their small-cap counterparts.

One allocation decision that was a detractor in the fixed-income component of the Series Funds was a significant position in short-duration bonds, which resulted in a return in that component that was about half that of the Barclays Capital U.S. Aggregate Bond Index. The remainder of the fixed-income allocation positions roughly offset each other, with beneficial exposure to U.S. TIPS (Treasury Inflation-Protected Securities) offsetting exposures to international bonds, which underperformed overall.

While correlation among stocks resulted in a particularly challenging 2011 for active managers, mid-cap, small-cap value, and international equity components were competitive versus their respective benchmarks. This positive impact on the Series was limited, however, given the relatively smaller weights in the Series invested in these stock categories. Large-cap equity Series components struggled against their respective benchmarks in both growth and value styles – and their relatively larger weight in the Series Funds dragged on performance. In fixed income, the third-quarter U.S. Treasury securities markets experienced one of the strongest quarters in 30 years. Treasuries’ increase in price and corresponding decline in yields hurt one notable strategy, MML PIMCO Total Return Fund, which significantly underperformed, given its nearly non-existent holdings of U.S. Treasuries. (Bond prices move in the opposite direction of interest rates [or yields]; when yields rise, the prices of existing bonds fall – and vice versa.)

There were limited changes to the Underlying Funds in 2011. The Series reintroduced MML Income & Growth Fund after changes were made in the Fund’s strategy and added an emerging-markets equity position with MML Strategic Emerging Markets Fund.

Investment adviser outlook

At the start of 2012, there were tentative signs of stabilization in the European debt crisis, but it remains far from clear that a solution is in place. Within the United States, economic data has surprised many, as employment, consumer sentiment, and industrial production have improved. Meanwhile, the Chinese government has moved toward a more accommodative policy in response to slowing export growth and negative signs in the country’s real estate market.

Many of the world’s major central banks have moved toward easing policies with regard to interest-rate policy, which should support economic growth. However, questions abound. Europe’s debt crisis and economic growth remain unsettled; a Chinese economic “hard landing,” where growth falls more than expected, is still possible; and U.S. political dynamics remain poised to deliver further uncertainty around regulatory changes and fiscal austerity. Geopolitical risk in the Persian Gulf is also on the radar screen, which adds further uncertainty to the outlook for 2012.

Balanced against the many risks in the market are generally compelling characteristics for equities and other risk assets. Corporate financial strength and profitability are strong, and stocks have been trading at a valuation discount when compared with U.S. Treasuries. Although there are no guarantees, this discount provides compensation for the extra risk of owning stocks. There are real scenarios, such as another financial crisis or too-rapid fiscal retrenchment, where U.S. Treasuries deliver strong returns; however, our view is that even under scenarios of modest growth, equities have the potential to deliver superior returns in 2012.

8

MML Allocation Fund Series – Portfolio Manager Report (Continued)

MML Aggressive Allocation Fund Asset Allocation (% of Net Assets) on 12/31/11 (Unaudited)
Equity Funds	90.5	%
Fixed Income Funds	9.6	%
Total Long-Term Investments	100.1	%
Other Assets & Liabilities	(0.1	)%
Net Assets	100.0	%

MML Balanced Allocation Fund Asset Allocation (% of Net Assets) on 12/31/11 (Unaudited)
Equity Funds	50.9	%
Fixed Income Funds	49.2	%
Total Long-Term Investments	100.1	%
Other Assets & Liabilities	(0.1	)%
Net Assets	100.0	%

MML Conservative Allocation Fund Asset Allocation (% of Net Assets) on 12/31/11 (Unaudited)
Fixed Income Funds	59.8	%
Equity Funds	40.3	%
Total Long-Term Investments	100.1	%
Other Assets & Liabilities	(0.1	)%
Net Assets	100.0	%

MML Growth Allocation Fund Asset Allocation (% of Net Assets) on 12/31/11 (Unaudited)
Equity Funds	75.6	%
Fixed Income Funds	24.5	%
Total Long-Term Investments	100.1	%
Other Assets & Liabilities	(0.1	)%
Net Assets	100.0	%

MML Moderate Allocation Fund Asset Allocation (% of Net Assets) on 12/31/11 (Unaudited)
Equity Funds	59.7	%
Fixed Income Funds	40.4	%
Total Long-Term Investments	100.1	%
Other Assets & Liabilities	(0.1	)%
Net Assets	100.0	%

9

MML Aggressive Allocation Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Aggressive Allocation Fund Initial Class, the Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Aggressive Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/31/07 - 12/31/11
Initial Class		-1.86%		-0.93%
Russell 3000 Index*		1.03%		-1.12%+
Barclays Capital U.S. Aggregate Bond Index		7.84%		6.80%+
MSCI ACWI ex-U.S.		-13.71%		-5.50%+
Custom MML Aggressive Allocation Index		-1.65%		-0.89%+

Hypothetical Investments in MML Aggressive Allocation Fund Service Class, the Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Aggressive Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-2.03%		1.07%
Russell 3000 Index*		1.03%		1.78%++
Barclays Capital U.S. Aggregate Bond Index		7.84%		7.07%++
MSCI ACWI ex-U.S.		-13.71%		-3.26%++
Custom MML Aggressive Allocation Index		-1.65%		1.70%++

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/4/07.

++ From 9/2/08.

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 Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Aggressive Allocation 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.

10

MML Balanced Allocation Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Balanced Allocation Fund Initial Class, the Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Balanced Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/31/07 - 12/31/11
Initial Class		1.73%		2.18%
Russell 3000 Index*		1.03%		-1.12%+
Barclays Capital U.S. Aggregate Bond Index		7.84%		6.80%+
MSCI ACWI ex-U.S.		-13.71%		-5.50%+
Custom MML Balanced Allocation Index		2.75%		3.25%+

Hypothetical Investments in MML Balanced Allocation Fund Service Class, the Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Balanced Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		1.54%		3.18%
Russell 3000 Index*		1.03%		1.78%++
Barclays Capital U.S. Aggregate Bond Index		7.84%		7.07%++
MSCI ACWI ex-U.S.		-13.71%		-3.26%++
Custom MML Balanced Allocation Index		2.75%		5.01%++

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/4/07.

++ From 9/2/08.

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 Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Balanced Allocation 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.

11

MML Conservative Allocation Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Conservative Allocation Fund Initial Class, the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000 Index, the MSCI ACWI ex-U.S., and the Custom MML Conservative Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/31/07 - 12/31/11
Initial Class		2.57%		3.39%
Barclays Capital U.S. Aggregate Bond Index*		7.84%		6.80%+
Russell 3000 Index		1.03%		-1.12%+
MSCI ACWI ex-U.S.		-13.71%		-5.50%+
Custom MML Conservative Allocation Index		3.80%		4.10%+

Hypothetical Investments in MML Conservative Allocation Fund Service Class, the Barclays Capital U.S. Aggregate Bond Index, the Russell 3000 Index, the MSCI ACWI ex-U.S., and the Custom MML Conservative Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		2.28%		4.15%
Barclays Capital U.S. Aggregate Bond Index*		7.84%		7.07%++
Russell 3000 Index		1.03%		1.78%++
MSCI ACWI ex-U.S.		-13.71%		-3.26%++
Custom MML Conservative Allocation Index		3.80%		5.60%++

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/4/07.

++ From 9/2/08.

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 Barclays Capital U.S. Aggregate Bond Index, the Russell 3000 Index, the MSCI ACWI ex-U.S., and the Custom MML Conservative Allocation 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.

12

MML Growth Allocation Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Growth Allocation Fund Initial Class, the Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Growth Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/31/07 - 12/31/11
Initial Class		-0.41%		0.23%
Russell 3000 Index*		1.03%		-1.12%+
Barclays Capital U.S. Aggregate Bond Index		7.84%		6.80%+
MSCI ACWI ex-U.S.		-13.71%		-5.50%+
Custom MML Growth Allocation Index		0.03%		0.80%+

Hypothetical Investments in MML Growth Allocation Fund Service Class, the Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Growth Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-0.63%		1.89%
Russell 3000 Index*		1.03%		1.78%++
Barclays Capital U.S. Aggregate Bond Index		7.84%		7.07%++
MSCI ACWI ex-U.S.		-13.71%		-3.26%++
Custom MML Growth Allocation Index		0.03%		3.12%++

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/4/07.

++ From 9/2/08.

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 Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Growth Allocation 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.

13

MML Moderate Allocation Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Moderate Allocation Fund Initial Class, the Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Moderate Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/31/07 - 12/31/11
Initial Class		1.00%		1.59%
Russell 3000 Index*		1.03%		-1.12%+
Barclays Capital U.S. Aggregate Bond Index		7.84%		6.80%+
MSCI ACWI ex-U.S.		-13.71%		-5.50%+
Custom MML Moderate Allocation Index		1.67%		2.32%+

Hypothetical Investments in MML Moderate Allocation Fund Service Class, the Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Moderate Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		0.73%		2.88%
Russell 3000 Index*		1.03%		1.78%++
Barclays Capital U.S. Aggregate Bond Index		7.84%		7.07%++
MSCI ACWI ex-U.S.		-13.71%		-3.26%++
Custom MML Moderate Allocation Index		1.67%		4.32%++

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/4/07.

++ From 9/2/08.

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 Russell 3000 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Moderate Allocation 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.

14

MML American Funds Core Allocation Fund – Portfolio Manager Report

What is the investment approach of MML American Funds^® Core Allocation Fund, and who is the Fund’s investment adviser?

The Fund seeks as high a total rate of return on an annual basis as is considered consistent with prudent investment risk and the preservation of capital. The Fund is a “fund of funds” and seeks to achieve its investment objective by principally investing in a combination of series of the American Funds Insurance Series^® (the “Underlying Funds”), managed by Capital Research and Management Company (Capital Research), using a flexible asset allocation approach. As of the date of this report, it is expected that the Underlying Funds will include Class 1 shares of the American Funds Insurance Series – Bond Fund, the American Funds Insurance Series – Blue Chip Income and Growth Fund, the American Funds Insurance Series – Growth-Income Fund and the American Funds Insurance Series – International Fund. The Fund’s investment adviser allocates the Fund’s assets among a variety of different asset classes through investing in Underlying Funds in response to changing market, economic and investment conditions. The Fund’s adviser invests the Fund’s assets in a combination of domestic and international Underlying Funds. The Fund’s investment adviser is Massachusetts Mutual Life Insurance Company (MassMutual).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund returned -0.16%, trailing the 2.11% return of the S&P 500^® Index (the “benchmark”), a widely recognized, unmanaged index representative of common stocks of larger capitalized U.S. companies. Conversely, the Fund outperformed, by a wide margin, the -13.71% return of the Morgan Stanley Capital International All Country World Index (“MSCI^® ACWI^®”) ex-U.S., an unmanaged index representative of stocks domiciled in global developed and emerging markets, excluding the United States. The Fund lagged the 7.84% return of the Barclays Capital U.S. Aggregate Bond Index, an unmanaged index of fixed-rate investment-grade securities with at least one year to maturity, combining the Barclays Capital U.S. Treasury Bond Index, the Barclays Capital U.S. Government-Related Bond Index, the Barclays Capital U.S. Corporate Bond Index, and the Barclays Capital U.S. Securitized Bond Index. Finally, the Fund’s -0.16% return underperformed the 2.70% return of the Custom MML Core Allocation Index, which comprises the benchmark (55%), the Barclays Capital U.S. Aggregate Bond Index (35%), and the MSCI ACWI ex-U.S. (10%).

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Capital Research’s discussion of factors that contributed to the Fund’s performance

The following paragraphs discuss the results of each of the Fund’s underlying portfolio components. Because the Fund invests in both stock- and bond-based portfolios, its overall performance may vary considerably from the broad market indexes listed above, which each measure the performance of a specific group of securities. These component-specific discussions focus on results and positioning versus each component’s main comparative index, not how the Fund as a whole performed or was positioned versus those indexes.

With respect to the American Funds Insurance Series – Bond Fund (the “Bond Fund”), the Bond Fund underperformed the Barclays Capital U.S. Aggregate Bond Index (the “Index”) – for several reasons. First, the Fund’s underweight position in U.S. Treasury securities, relative to the Index, held the Fund back. In addition, an overweight position in the high-yield sector and investment-grade corporate bonds, and an underweight stake in agency pass-through securities – which are backed by a U.S. government agency, and represent pooled bonds that pass income from debtors to the holders of the securities – hampered the Bond Fund’s returns. The duration of the Fund was shorter than the Index, which also detracted. (Duration is a measure of a bond fund’s sensitivity to interest rates. The longer the duration, the greater the price impact on the bond or portfolio when interest rates rise or fall.) Conversely, selection of bonds from specific issuers was beneficial to the Bond Fund’s performance for the year. Within corporate bonds, Fund holdings First Data Corp (payment processing), Prologis (industrial real estate), and Enbridge Energy Partners (energy delivery) were positive contributors. Within U.S. government agency securities, Fannie Mae, Freddie Mac, and Ginnie Mae – all of which were held by the Fund – also turned in positive results. During the year, the Bond Fund reduced its exposure to Treasuries significantly in an effort to capitalize on the expectation that interest rates would rise, which did not occur. The Fund’s reduction in its Treasuries position came with a corresponding increase in its U.S. government agency pass-through bonds, which showcased more compelling valuations in a number of cases. The Fund also reduced exposure to European sovereign debt.

15

MML American Funds Core Allocation Fund – Portfolio Manager Report (Continued)

The American Funds Insurance Series – Blue Chip Income and Growth Fund (the “Income and Growth Fund”) trailed the benchmark in 2011. Stock selection was the primary reason – and this extended across a number of sectors. Sector allocation was positive, but was not enough to offset the less-than-favorable stock choices. Consumer discretionary was the top detractor from a sector standpoint and accounted for half of the Income and Growth Fund’s underperformance. The Fund’s holdings in General Motors, Staples, Royal Caribbean, and Target all hampered its full-year performance. Information technology represented the other half of the negative stock selection story. In technology, the Fund’s investments in Hewlett-Packard, Nokia, and Microsoft all detracted from results. In addition, an underweight position, relative to the benchmark, in strong-performing Apple, Inc. also proved detrimental. On the upside, stock choices in the energy sector benefited the Income and Growth Fund’s returns, as Fund holdings Royal Dutch Petroleum, ConocoPhillips, and its avoidance of Apache Energy were positive. A slight overweight position in the consumer staples sector contributed, as did Fund holdings in consumer stocks Philip Morris, CVS, and Kraft. During 2011, the Fund increased its position in financials, specifically Citigroup, JPMorgan Chase, and Wells Fargo. In spite of the increase, the Fund maintained an overall underweight position in the financials sector.

The American Funds Insurance Series – Growth-Income Fund (the “Growth-Income Fund”) underperformed the benchmark. Stock selection was the main driver of the overall detraction, which was offset slightly by positive sector allocation. Stock selection in the information technology sector detracted, as Fund holdings Hewlett-Packard, Flextronics, and Corning – as well as underweight positions in Google and Apple, Inc. – hindered results. In the consumer discretionary sector, Fund holdings Royal Caribbean, Best Buy, and Fiat all lagged for the year. An underweight position in the strong-performing health care sector also proved negative, as did not owning enough Pfizer. On the upside, an underweight position in the financials sector was a strong performance driver for the year. Much of the positive relative performance of Growth-Income Fund came from stocks the Fund didn’t own, including weak performers Goldman Sachs, Morgan Stanley, and MetLife. During the year, the Fund reduced its exposure to information technology and further trimmed the allocation to the financials sector, while adding to the materials sector.

The American Funds Insurance Series – International Fund (the “International Fund”) underperformed the MSCI All Country World Index ex-U.S. (the “Index”). Weak stock selection in the financials sector hindered Fund performance on both a relative and absolute basis, particularly with respect to European holdings – including Austrian commercial bank Erste Group Bank and U.K.-based Lloyds Banking Group – and Chinese insurer Ping An. While financials underperformed overall, the Fund’s underweight position, relative to the Index, helped mitigate some of the sector’s negative impact. Positions in telecommunications and health care companies also detracted from the Fund’s performance, relative to the Index. The Fund’s sector allocation was beneficial to performance. Materials was the top contributor from a sector standpoint. On a stock-specific basis, standouts included Fund holdings in German chemical company Linde AG and Indonesian construction company Semen Gresik. The Fund’s high cash allocation also contributed to its full-year performance. During the year (primarily in the first two quarters), the Fund reduced its position in the financials sector. The International Fund also trimmed its allocations to the health care and telecommunications sectors and redeployed the proceeds into more cyclical sectors, such as consumer discretionary and industrials and materials.

Capital Research’s outlook

Our expectation going into 2012 is that there will be continued volatility from Europe as a result of how governments are dealing with excessive debt levels and deleveraging (i.e., debt reduction). Consequently, the Fund will continue to invest selectively in companies affected by the situation in the euro zone, and we will remain cautious with respect to sovereign debt and issues in the financials sector until more progress has been made and stability increases in those market segments. On the other hand, the United States has shown more resilience than many had expected. We believe that in the coming year, this trend is likely to continue.

With respect to growth potential on the world stage, our view remains that the emerging markets will continue to be a major source of the growth that will occur in the world in 2012 and beyond – despite the fact that 2011 was a challenging year for emerging-market economies. Another area of potential, in our view, is China. While there has been a lot of speculation around the recent slowdown in China, the Fund will continue to emphasize companies leveraged to the growing demand in that part of the world.

16

MML American Funds Core Allocation Fund – Portfolio Manager Report (Continued)

For the longer term, we remain more optimistic about equities as we move into 2012. Equity valuations are at historically attractive levels – and the recent return to favor of dividend-paying and large-cap companies means that, in our view, equities will likely be more attractive to investors over the longer term than bonds.

We expect the macro-economic challenges to continue for the next few quarters, but will be selectively identifying investment opportunities for the Fund. Our goal will be to find those companies that are well run, have a strong competitive position within their industries, enjoy a diversified source of revenues, and a history of returning capital (i.e., dividends) to shareholders.

MML American Funds Core Allocation Fund Asset Allocation (% of Net Assets) on 12/31/11 (Unaudited)
Equity Funds	64.1	%
Fixed Income Funds	36.0	%
Total Long-Term Investments	100.1	%
Other Assets and Liabilities	(0.1	)%
Net Assets	100.0	%

17

MML American Funds Core Allocation Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML American Funds Core Allocation Fund Service Class I, the S&P 500 Index, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Core Allocation Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class I		-0.16%		1.50%
S&P 500 Index*		2.11%		1.66%+
Barclays Capital U.S. Aggregate Bond Index		7.84%		7.07%+
MSCI ACWI ex-U.S.		-13.71%		-3.26%+
Custom MML Core Allocation Index		2.70%		3.62%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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, the Barclays Capital U.S. Aggregate Bond Index, the MSCI ACWI ex-U.S., and the Custom MML Core Allocation 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.

18

MML American Funds Growth Fund – Portfolio Manager Report

What is the investment approach of MML American Funds^® Growth Fund, and who is the Fund’s investment adviser?

The Fund seeks to provide investors with long-term capital growth through a “master feeder” relationship. (See page 50 of this report for information about the “master feeder” relationship.) The Fund invests all of its assets in Class 1 shares of the American Funds Insurance Series – Growth Fund (the “Master Growth Fund”), a series of the American Funds Insurance Series^®, a registered open-end investment company, managed by Capital Research and Management Company (Capital Research) with substantially the same investment objective. The Master Growth Fund invests primarily in common stocks and seeks to invest in companies that appear to offer superior opportunities for growth of capital. The Master Growth Fund may invest a portion of its assets in common stocks and other securities of issuers domiciled outside the United States. The Fund’s investment adviser is Massachusetts Mutual Life Insurance Company (MassMutual).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund returned -4.74%, lagging the 2.11% return of the S&P 500^® Index (the “benchmark”), a widely recognized, unmanaged index representative of common stocks of larger capitalized U.S. companies. The Fund also underperformed the 2.64% return of the Russell 1000^® Growth 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 growth orientation that tend to exhibit higher price-to-book ratios and higher forecasted growth rates than securities in the value universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Capital Research’s discussion of factors that contributed to the Fund’s performance

During 2011, stock selection was by far the greatest reason for the Fund’s underperformance relative to the benchmark. Sector allocation also hampered the Fund’s progress. The Fund’s energy sector was the biggest detractor overall, driven by holdings in a lot of small and mid-size exploration companies – such as Pacific Rubiales (Canada), Suncor Energy (Canada), Tenaris S.A. (Italy), and Newfield Exploration (U.S.). Avoidance of integrated oil companies included in the benchmark, such as Chevron and ExxonMobil, also worked against the Fund’s full-year performance. The Fund’s overweight position, relative to the benchmark, in the poor-performing materials sector detracted, as did stock selection in the metals and mining market segment, where Fund holdings Walter Energy (U.S.), Barrick Gold (Canada), Potash (Canada), and Rio Tinto (U.K.) disappointed. In the technology sector, the Fund’s investment in First Solar (U.S.) and an underweight position in computer giant IBM also impeded results.

Conversely, stock selection in the health care sector – particularly the Fund’s choice of Intuitive Surgical (medical robotics), which surged 80%, and drug maker Pharmasset, Inc. (which was acquired by Gilead Sciences) – was a primary driver of the Fund’s full-year results. An overweight position in the consumer discretionary sector and Fund holdings Chipotle Mexican Grill, yoga-apparel manufacturer Lululemon Athletica, and Home Depot were all beneficial to the Fund’s performance.

Capital Research’s outlook

Our expectation going into 2012 is that there will be continued volatility from Europe as a result of how governments are dealing with excessive debt levels and deleveraging (i.e., debt reduction). Consequently, the Fund will continue to invest selectively in companies affected by the situation in the euro zone, and we will remain cautious with respect to sovereign debt and issues in the financials sector until more progress has been made and stability increases in those market segments. On the other hand, the United States has shown more resilience than many had expected. We believe that in the coming year, this trend is likely to continue.

With respect to growth potential on the world stage, our view remains that the emerging markets will continue to be a major source of the growth that will occur in the world in 2012 and beyond – despite the fact that 2011 was a challenging year for emerging-market economies. Another area of potential, in our view, is China. While there has been a lot of speculation around the recent slowdown in China, the Fund will continue to emphasize companies leveraged to the growing demand in that part of the world.

19

MML American Funds Growth Fund – Portfolio Manager Report (Continued)

For the longer term, we remain more optimistic about equities as we move into 2012. Equity valuations are at historically attractive levels – and the recent return to favor of dividend-paying and large-cap companies means that, in our view, equities will likely be more attractive to investors over the longer term than bonds.

We expect the macro-economic challenges to continue for the next few quarters, but will be selectively identifying investment opportunities for the Fund. Our goal will be to find those companies that are well run, have a strong competitive position within their industries, enjoy a diversified source of revenues, and a history of returning capital (i.e., dividends) to shareholders.

MML American Funds Growth Fund Asset Allocation (% of Net Assets) on 12/31/11 (Unaudited)
Equity Funds	100.1	%
Total Long-Term Investments	100.1	%
Other Assets and Liabilities	(0.1	)%
Net Assets	100.0	%

20

MML American Funds Growth Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML American Funds Growth Fund Service Class I, the S&P 500 Index, and the Russell 1000 Growth Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class I		-4.74%		-0.18%
S&P 500 Index*		2.11%		1.66%+
Russell 1000 Growth Index		2.64%		3.52%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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 Growth 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.

21

MML American Funds International Fund – Portfolio Manager Report

What is the investment approach of MML American Funds^® International Fund, and who is the Fund’s investment adviser?

The Fund seeks long-term capital growth of assets through a “master-feeder” relationship. (See page 50 of this report for information about the “master feeder” relationship.) The Fund invests all of its assets in Class 1 shares of the American Funds Insurance Series – International Fund (the “Master International Fund”), a series of the American Funds Insurance Series^®, a registered open-end investment company managed by Capital Research and Management Company (Capital Research) with substantially the same investment objective. The Master International Fund invests primarily in common stocks of companies located outside the United States that Capital Research believes have the potential for growth. The Master International Fund normally invests a portion of its assets in common stocks and other securities of companies in emerging market countries. The Fund’s investment adviser is Massachusetts Mutual Life Insurance Company (MassMutual).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund returned -14.36%, underperforming the -13.71% return of the Morgan Stanley Capital International All Country World Index (MSCI^® ACWI^®) ex-U.S. (the “benchmark”), an unmanaged index representative of stocks domiciled in global developed and emerging markets, excluding the United States. The Fund also lagged the -12.14% return of the Morgan Stanley Capital International (MSCI^®) Europe, Australasia, Far East (EAFE^®) Index, a widely recognized, unmanaged index representative of equity securities in developed markets, excluding the U.S. and Canada.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Capital Research’s discussion of factors that contributed to the Fund’s performance

The Fund underperformed the benchmark for the year. Weak stock selection in the financials sector hindered Fund performance on both a relative and absolute basis, particularly with respect to European holdings – including Austrian commercial bank Erste Group Bank and U.K.-based Lloyds Banking Group – and Chinese insurer Ping An. While financials underperformed overall, the Fund’s underweight position, relative to the benchmark, helped mitigate some of the sector’s negative impact. Positions in telecommunications and health care companies also detracted from the Fund’s performance, relative to the benchmark. In these sectors, Greek telecommunication giant Hellenic and the U.K.’s Vodaphone, as well as Russian pharmaceutical company Pharm Standard, Swiss drug maker Roche, and London-based GlaxoSmithKline, all weighed on Fund results.

The Fund’s sector allocation was beneficial to performance. Materials was the top contributor from a sector standpoint. On a stock-specific basis, standouts included Fund holdings in German chemical company Linde AG and Indonesian construction company Semen Gresik. The Fund’s high cash allocation also contributed to its full-year performance.

During 2011 (primarily in the first two quarters), the Fund reduced its position in the financials sector. The Fund also trimmed allocations to the health care and telecommunications sectors and redeployed the proceeds into holdings in more cyclical sectors, such as consumer discretionary and industrials and materials, which have the potential to benefit Fund performance when economic growth increases.

Capital Research’s outlook

Our expectation going into 2012 is that there will be continued volatility from Europe as a result of how governments are dealing with excessive debt levels and deleveraging (i.e., debt reduction). Consequently, the Fund will continue to invest selectively in companies affected by the situation in the euro zone, and we will remain cautious with respect to sovereign debt and issues in the financials sector until more progress has been made and stability increases in those market segments. On the other hand, the United States has shown more resilience than many had expected. We believe that in the coming year, this trend is likely to continue.

With respect to growth potential on the world stage, our view remains that the emerging markets will continue to be a major source of the growth that will occur in the world in 2012 and beyond – despite the fact that 2011 was a challenging year for emerging-market economies. Another area of potential, in our view, is China. While there has been a lot of speculation around the

22

MML American Funds International Fund – Portfolio Manager Report (Continued)

recent slowdown in China, the Fund will continue to emphasize companies leveraged to the growing demand in that part of the world.

For the longer term, we remain more optimistic about equities as we move into 2012. Equity valuations are at historically attractive levels – and the recent return to favor of dividend-paying and large-cap companies means that, in our view, equities will likely be more attractive to investors over the longer term than bonds.

We expect the macro-economic challenges to continue for the next few quarters, but will be selectively identifying investment opportunities for the Fund. Our goal will be to find those companies that are well run, have a strong competitive position within their industries, enjoy a diversified source of revenues, and a history of returning capital (i.e., dividends) to shareholders.

MML American Funds International Fund Asset Allocation (% of Net Assets) on 12/31/11 (Unaudited)
Equity Funds	100.2	%
Total Long-Term Investments	100.2	%
Other Assets and Liabilities	(0.2	)%
Net Assets	100.0	%

23

MML American Funds International Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML American Funds International Fund Service Class I, the MSCI ACWI ex-U.S., and the MSCI EAFE Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class I		-14.36%		-2.98%
MSCI ACWI ex-U.S.*		-13.71%		-3.26%+
MSCI EAFE Index		-12.14%		-4.62%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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 MSCI ACWI ex-U.S. and the MSCI EAFE 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.

24

MML Aggressive Allocation Fund – Portfolio of Investments

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

December 31, 2011

	Number of Shares		Value
MUTUAL FUNDS — 100.1%
Diversified Financial — 100.1%
MML Blue Chip Growth Fund, Initial Class (a)		684,254	$	7,814,175
MML Concentrated Growth Fund, Class I (a)		254,295		1,800,410
MML Equity Fund, Initial Class (a)		248,136		4,593,946
MML Equity Income Fund, Initial Class (a)		735,498		6,766,579
MML Foreign Fund, Initial Class (a)		322,056		2,618,318
MML Fundamental Value Fund, Class II (a) (b)		574,883		6,254,724
MML Global Fund, Class I (a)		329,753		2,644,619
MML High Yield Fund, Class II (a)		56,055		562,230
MML Income & Growth Fund, Initial Class (a)		75,311		644,663
MML Inflation-Protected and Income Fund, Initial Class (a)		107,192		1,239,143
MML Large Cap Growth Fund, Initial Class (a)		433,918		4,356,532
MML Managed Bond Fund, Initial Class (a)		123,732		1,607,242
MML Mid Cap Growth Fund, Initial Class (a) (b)		412,616		4,984,399
MML Mid Cap Value Fund, Initial Class (a)		425,923		4,331,632
MML PIMCO Total Return Fund, Class II (a)		144,356		1,462,331
MML Short-Duration Bond Fund, Class II (a)		102,340		1,048,989
MML Small Cap Growth Equity Fund, Initial Class (a) (b)		185,498		2,977,333
MML Small Company Value Fund, Class II (a) (b)		221,987		3,738,259
MML Small/Mid Cap Equity Fund, Initial Class (a)		50,626		383,040
MML Strategic Emerging Markets Fund, Class II (a)		9,853		92,917
Oppenheimer Capital Appreciation Fund, Non-Service Shares (a)		53,378		2,121,766
Oppenheimer Global Securities Fund, Non-Service Shares (a)		70,751		1,942,818
Oppenheimer Global Strategic Income Fund, Non-Service Shares (a)		131,332		706,566
Oppenheimer International Growth Fund, Non-Service Shares (a)		2,471,111		4,250,312
				68,942,943

	Value
TOTAL MUTUAL FUNDS (Cost $61,120,473)	$	68,942,943
TOTAL LONG-TERM INVESTMENTS (Cost $61,120,473)		68,942,943
TOTAL INVESTMENTS — 100.1% (Cost $61,120,473) (c)		68,942,943
Other Assets/(Liabilities) — (0.1)%		(55,513	)
NET ASSETS — 100.0%	$	68,887,430

Notes to Portfolio of Investments

(a) Affiliated issuer. (See Note 7 for a summary of transactions in the investments of affiliated issuers).

(b) Non-income producing security.

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

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

25

MML Balanced Allocation Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
MUTUAL FUNDS — 100.1%
Diversified Financial — 100.1%
MML Blue Chip Growth Fund, Initial Class (a)		2,198,086	$	25,102,138
MML Concentrated Growth Fund, Class I (a)		586,286		4,150,906
MML Equity Fund, Initial Class (a)		779,040		14,423,014
MML Equity Income Fund, Initial Class (a)		2,651,368		24,392,582
MML Foreign Fund, Initial Class (a)		962,986		7,829,073
MML Fundamental Value Fund, Class II (a) (b)		2,002,129		21,783,166
MML Global Fund, Class I (a)		1,011,877		8,115,254
MML High Yield Fund, Class II (a)		944,872		9,477,067
MML Income & Growth Fund, Initial Class (a)		312,109		2,671,655
MML Inflation-Protected and Income Fund, Initial Class (a)		926,384		10,708,995
MML Large Cap Growth Fund, Initial Class (a)		1,277,521		12,826,307
MML Managed Bond Fund, Initial Class (a)		5,932,700		77,063,933
MML Mid Cap Growth Fund, Initial Class (a) (b)		1,065,088		12,866,262
MML Mid Cap Value Fund, Initial Class (a)		1,185,032		12,051,776
MML Money Market Fund, Initial Class (a)		50,686		50,636
MML PIMCO Total Return Fund, Class II (a)		3,546,503		35,926,072
MML Short-Duration Bond Fund, Class II (a)		2,834,126		29,049,790
MML Small Cap Growth Equity Fund, Initial Class (a) (b)		500,492		8,033,144
MML Small Company Value Fund, Class II (a) (b)		490,527		8,260,478
MML Small/Mid Cap Equity Fund, Initial Class (a)		372,302		2,816,869
Oppenheimer Capital Appreciation Fund, Non-Service Shares (a)		152,708		6,070,125
Oppenheimer Global Securities Fund, Non-Service Shares (a)		363,203		9,973,552
Oppenheimer Global Strategic Income Fund, Non-Service Shares (a)		4,205,814		22,627,277
Oppenheimer International Growth Fund, Non-Service Shares (a)		5,737,047		9,867,721
				376,137,792
TOTAL MUTUAL FUNDS (Cost $340,743,901)				376,137,792

	Value
TOTAL LONG-TERM INVESTMENTS (Cost $340,743,901)	$	376,137,792
TOTAL INVESTMENTS — 100.1% (Cost $340,743,901) (c)		376,137,792
Other Assets/(Liabilities) — (0.1)%		(247,450	)
NET ASSETS — 100.0%	$	375,890,342

Notes to Portfolio of Investments

(a) Affiliated issuer. (See Note 7 for a summary of transactions in the investments of affiliated issuers).

(b) Non-income producing security.

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

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

26

MML Conservative Allocation Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
MUTUAL FUNDS — 100.1%
Diversified Financial — 100.1%
MML Blue Chip Growth Fund, Initial Class (a)		1,488,404	$	16,997,579
MML Concentrated Growth Fund, Class I (a)		331,368		2,346,084
MML Equity Fund, Initial Class (a)		515,411		9,542,240
MML Equity Income Fund, Initial Class (a)		2,010,423		18,495,887
MML Foreign Fund, Initial Class (a)		897,831		7,299,365
MML Fundamental Value Fund, Class II (a) (b)		1,494,572		16,260,944
MML Global Fund, Class I (a)		929,969		7,458,349
MML High Yield Fund, Class II (a)		1,039,595		10,427,140
MML Income & Growth Fund, Initial Class (a)		389,176		3,331,347
MML Inflation-Protected and Income Fund, Initial Class (a)		1,106,756		12,794,099
MML Large Cap Growth Fund, Initial Class (a)		1,060,042		10,642,817
MML Managed Bond Fund, Initial Class (a)		6,448,330		83,761,803
MML Mid Cap Growth Fund, Initial Class (a) (b)		609,994		7,368,725
MML Mid Cap Value Fund, Initial Class (a)		1,086,331		11,047,991
MML Money Market Fund, Initial Class (a)		67,160		67,095
MML PIMCO Total Return Fund, Class II (a)		4,200,011		42,546,115
MML Short-Duration Bond Fund, Class II (a)		3,109,540		31,872,781
MML Small Cap Growth Equity Fund, Initial Class (a) (b)		242,297		3,888,989
MML Small Company Value Fund, Class II (a) (b)		444,226		7,480,760
MML Small/Mid Cap Equity Fund, Initial Class (a)		253,909		1,921,094
Oppenheimer Capital Appreciation Fund, Non-Service Shares (a)		79,120		3,145,023
Oppenheimer Global Securities Fund, Non-Service Shares (a)		215,552		5,919,048
Oppenheimer Global Strategic Income Fund, Non-Service Shares (a)		4,622,873		24,871,055
Oppenheimer International Growth Fund, Non-Service Shares (a)		3,337,619		5,740,704
				345,227,034
TOTAL MUTUAL FUNDS (Cost $330,037,144)				345,227,034

	Value
TOTAL LONG-TERM INVESTMENTS (Cost $330,037,144)	$	345,227,034
TOTAL INVESTMENTS — 100.1% (Cost $330,037,144) (c)		345,227,034
Other Assets/(Liabilities) — (0.1)%		(227,056	)
NET ASSETS — 100.0%	$	344,999,978

Notes to Portfolio of Investments

(a) Affiliated issuer. (See Note 7 for a summary of transactions in the investments of affiliated issuers).

(b) Non-income producing security.

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

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

27

MML Growth Allocation Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
MUTUAL FUNDS — 100.1%
Diversified Financial — 100.1%
MML Blue Chip Growth Fund, Initial Class (a)		11,287,257	$	128,900,473
MML Concentrated Growth Fund, Class I (a)		4,051,161		28,682,217
MML Equity Fund, Initial Class (a)		3,888,832		71,997,198
MML Equity Income Fund, Initial Class (a)		13,457,219		123,806,411
MML Foreign Fund, Initial Class (a)		4,780,221		38,863,197
MML Fundamental Value Fund, Class II (a) (b)		6,488,024		70,589,701
MML Global Fund, Class I (a)		4,993,725		40,049,677
MML High Yield Fund, Class II (a)		2,336,290		23,432,990
MML Income & Growth Fund, Initial Class (a)		562,338		4,813,611
MML Inflation-Protected and Income Fund, Initial Class (a)		2,087,561		24,132,207
MML Large Cap Growth Fund, Initial Class (a)		7,033,144		70,612,768
MML Managed Bond Fund, Initial Class (a)		8,807,144		114,402,061
MML Mid Cap Growth Fund, Initial Class (a) (b)		5,675,655		68,561,913
MML Mid Cap Value Fund, Initial Class (a)		7,030,963		71,504,894
MML Money Market Fund, Initial Class (a)		158,878		158,723
MML PIMCO Total Return Fund, Class II (a)		5,398,947		54,691,332
MML Short-Duration Bond Fund, Class II (a)		5,574,388		57,137,476
MML Small Cap Growth Equity Fund, Initial Class (a) (b)		2,582,822		41,455,581
MML Small Company Value Fund, Class II (a) (b)		2,999,794		50,516,525
MML Small/Mid Cap Equity Fund, Initial Class (a)		890,443		6,737,160
MML Strategic Emerging Markets Fund, Class II (a)		135,330		1,276,163
Oppenheimer Capital Appreciation Fund, Non-Service Shares (a)		773,453		30,744,758
Oppenheimer Global Securities Fund, Non-Service Shares (a)		1,398,118		38,392,324

	Number of Shares		Value
Oppenheimer Global Strategic Income Fund, Non-Service Shares (a)		6,653,145	$	35,793,920
Oppenheimer International Growth Fund, Non-Service Shares (a)		39,084,869		67,225,974
				1,264,479,254
TOTAL MUTUAL FUNDS (Cost $1,076,350,091)				1,264,479,254
TOTAL LONG-TERM INVESTMENTS (Cost $1,076,350,091)				1,264,479,254
TOTAL INVESTMENTS — 100.1% (Cost $1,076,350,091) (c)				1,264,479,254
Other Assets/(Liabilities) — (0.1)%				(737,057	)
NET ASSETS — 100.0%			$	1,263,742,197

Notes to Portfolio of Investments

(a) Affiliated issuer. (See Note 7 for a summary of transactions in the investments of affiliated issuers).

(b) Non-income producing security.

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

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

28

MML Moderate Allocation Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
MUTUAL FUNDS — 100.1%
Diversified Financial — 100.1%
MML Blue Chip Growth Fund, Initial Class (a)		7,883,233	$	90,026,523
MML Concentrated Growth Fund, Class I (a)		2,285,171		16,179,007
MML Equity Fund, Initial Class (a)		2,709,905		50,170,739
MML Equity Income Fund, Initial Class (a)		9,564,791		87,996,079
MML Foreign Fund, Initial Class (a)		4,278,250		34,782,168
MML Fundamental Value Fund, Class II (a) (b)		5,304,724		57,715,395
MML Global Fund, Class I (a)		3,587,624		28,772,743
MML High Yield Fund, Class II (a)		2,660,716		26,686,980
MML Income & Growth Fund, Initial Class (a)		1,409,629		12,066,421
MML Inflation-Protected and Income Fund, Initial Class (a)		1,903,695		22,006,712
MML Large Cap Growth Fund, Initial Class (a)		5,508,194		55,302,270
MML Managed Bond Fund, Initial Class (a)		13,752,011		178,634,344
MML Mid Cap Growth Fund, Initial Class (a) (b)		3,905,750		47,181,465
MML Mid Cap Value Fund, Initial Class (a)		4,834,722		49,169,126
MML Money Market Fund, Initial Class (a)		137,405		137,271
MML PIMCO Total Return Fund, Class II (a)		9,091,807		92,100,010
MML Short-Duration Bond Fund, Class II (a)		8,310,107		85,178,598
MML Small Cap Growth Equity Fund, Initial Class (a) (b)		1,654,476		26,555,160
MML Small Company Value Fund, Class II (a) (b)		1,939,887		32,667,698
MML Small/Mid Cap Equity Fund, Initial Class (a)		757,740		5,733,120
MML Strategic Emerging Markets Fund, Class II (a)		171,912		1,621,126
Oppenheimer Capital Appreciation Fund, Non-Service Shares (a)		395,908		15,737,341
Oppenheimer Global Securities Fund, Non-Service Shares (a)		1,129,459		31,014,951

	Number of Shares		Value
Oppenheimer Global Strategic Income Fund, Non-Service Shares (a)		10,736,277	$	57,761,173
Oppenheimer International Growth Fund, Non-Service Shares (a)		24,185,994		41,599,910
				1,146,796,330
TOTAL MUTUAL FUNDS (Cost $1,032,791,833)				1,146,796,330
TOTAL LONG-TERM INVESTMENTS (Cost $1,032,791,833)				1,146,796,330
TOTAL INVESTMENTS — 100.1% (Cost $1,032,791,833) (c)				1,146,796,330
Other Assets/(Liabilities) — (0.1)%				(701,534	)
NET ASSETS — 100.0%			$	1,146,094,796

Notes to Portfolio of Investments

(a) Affiliated issuer. (See Note 7 for a summary of transactions in the investments of affiliated issuers).

(b) Non-income producing security.

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

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

29

MML American Funds Core Allocation Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
MUTUAL FUNDS — 100.1%
Diversified Financial — 100.1%
American Funds Blue Chip Income and Growth Fund, Class 1		9,866,446	$	88,798,012
American Funds Bond Fund, Class 1		11,667,212		128,222,658
American Funds Growth-Income Fund, Class 1		3,191,664		106,186,676
American Funds International Fund, Class 1		2,200,172		33,464,613
				356,671,959
TOTAL MUTUAL FUNDS (Cost $316,631,283)				356,671,959
TOTAL LONG-TERM INVESTMENTS (Cost $316,631,283)				356,671,959
TOTAL INVESTMENTS — 100.1% (Cost $316,631,283) (a)				356,671,959
Other Assets/(Liabilities) — (0.1)%				(432,317	)
NET ASSETS — 100.0%			$	356,239,642

Notes to Portfolio of Investments

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

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

30

MML American Funds Growth Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
MUTUAL FUNDS — 100.1%
Diversified Financial — 100.1%
American Funds Growth Fund, Class 1		947,783	$	49,351,049
TOTAL MUTUAL FUNDS (Cost $42,813,537)				49,351,049
TOTAL LONG-TERM INVESTMENTS (Cost $42,813,537)				49,351,049
TOTAL INVESTMENTS — 100.1% (Cost $42,813,537) (a)				49,351,049
Other Assets/(Liabilities) — (0.1)%				(72,019	)
NET ASSETS — 100.0%			$	49,279,030

Notes to Portfolio of Investments

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

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

31

MML American Funds International Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
MUTUAL FUNDS — 100.2%
Diversified Financial — 100.2%
American Funds International Fund, Class 1		2,094,347	$	31,855,021
TOTAL MUTUAL FUNDS (Cost $31,455,229)				31,855,021
TOTAL LONG-TERM INVESTMENTS (Cost $31,455,229)				31,855,021
TOTAL INVESTMENTS — 100.2% (Cost $31,455,229) (a)				31,855,021
Other Assets/(Liabilities) — (0.2)%				(54,229	)
NET ASSETS — 100.0%			$	31,800,792

Notes to Portfolio of Investments

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

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

32

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MML Series Investment Fund – Financial Statements

Statements of Assets and Liabilities

December 31, 2011

	MML Aggressive Allocation Fund			MML Balanced Allocation Fund
Assets:
Investments, at value - unaffiliated issuers (Note 2) (a)	$	-		$	-
Investments, at value - affiliated issuers (Note 7) (b)		68,942,943			376,137,792
Total investments		68,942,943			376,137,792
Receivables from:
Investments sold		3,953			14,844
Investment adviser (Note 3)		-			-
Fund shares sold		7,507			175,697
Total assets		68,954,403			376,328,333
Liabilities:
Payables for:
Investments purchased		4,675			162,401
Fund shares repurchased		6,784			28,140
Trustees’ fees and expenses (Note 3)		6,285			33,040
Affiliates (Note 3):
Investment management fees		5,794			31,603
Administration fees		-			-
Service fees		17,493			152,424
Accrued expense and other liabilities		25,942			30,383
Total liabilities		66,973			437,991
Net assets	$	68,887,430		$	375,890,342
Net assets consist of:
Paid-in capital	$	62,584,792		$	327,214,790
Undistributed (accumulated) net investment income (loss)		529,096			6,995,763
Accumulated net realized gain (loss) on investments and foreign currency transactions		(2,048,928	)		6,285,898
Net unrealized appreciation (depreciation) on investments and foreign currency translations		7,822,470			35,393,891
Net assets	$	68,887,430		$	375,890,342
(a)        Cost of investments - unaffiliated issuers:	$	-		$	-
(b)        Cost of investments - affiliated issuers:	$	61,120,473		$	340,743,901

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

34

MML Conservative Allocation Fund		MML Growth Allocation Fund			MML Moderate Allocation Fund		MML American Funds Core Allocation Fund		MML American Funds Growth Fund		MML American Funds International Fund
$	-	$	-		$	-	$	356,671,959	$	49,351,049	$	31,855,021
	345,227,034		1,264,479,254			1,146,796,330		-		-		-
	345,227,034		1,264,479,254			1,146,796,330		356,671,959		49,351,049		31,855,021
	7,699		17,498			7,681		26,687		-		-
	-		-			-		-		3,928		4,461
	214,425		64,641			1,011,258		3,697		82,564		16,253
	345,449,158		1,264,561,393			1,147,815,269		356,702,343		49,437,541		31,875,735
	205,295		55,322			1,008,308		-		82,256		16,128
	16,829		26,816			10,631		30,384		308		125
	26,566		122,491			93,339		26,857		2,940		2,508
	29,093		106,724			95,993		59,714		6,179		4,022
	-		-			-		74,644		10,298		6,703
	141,782		463,962			470,953		216,938		29,584		19,673
	29,615		43,881			41,249		54,164		26,946		25,784
	449,180		819,196			1,720,473		462,701		158,511		74,943
$	344,999,978	$	1,263,742,197		$	1,146,094,796	$	356,239,642	$	49,279,030	$	31,800,792
$	310,726,161	$	1,060,544,973		$	994,900,061	$	300,463,128	$	42,206,955	$	30,429,687
	6,889,117		16,253,336			17,908,033		5,974,448		114,464		480,259
	12,194,810		(1,185,275	)		19,282,205		9,761,390		420,099		491,054
	15,189,890		188,129,163			114,004,497		40,040,676		6,537,512		399,792
$	344,999,978	$	1,263,742,197		$	1,146,094,796	$	356,239,642	$	49,279,030	$	31,800,792
$	-	$	-		$	-	$	316,631,283	$	42,813,537	$	31,455,229
$	330,037,144	$	1,076,350,091		$	1,032,791,833	$	-	$	-	$	-

35

MML Series Investment Fund – Financial Statements (Continued)

Statements of Assets and Liabilities

December 31, 2011

	MML Aggressive Allocation Fund		MML Balanced Allocation Fund
Initial Class shares:
Net assets	$	40,084,756	$	126,437,733
Shares outstanding (a)		4,393,306		12,567,808
Net asset value, offering price and redemption price per share	$	9.12	$	10.06
Service Class shares:
Net assets	$	28,802,674	$	249,452,609
Shares outstanding (a)		3,175,207		24,903,695
Net asset value, offering price and redemption price per share	$	9.07	$	10.02
Service Class shares I:
Net assets	$	–	$	–
Shares outstanding (a)		–		–
Net asset value, offering price and redemption price per share	$	–	$	–

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

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

36

MML Conservative Allocation Fund		MML Growth Allocation Fund		MML Moderate Allocation Fund		MML American Funds Core Allocation Fund		MML American Funds Growth Fund		MML American Funds International Fund
$	113,665,994	$	518,216,253	$	365,792,689	$	–	$	–	$	–
	11,101,505		54,370,692		36,433,322		–		–		–
$	10.24	$	9.53	$	10.04	$	–	$	–	$	–
$	231,333,984	$	745,525,944	$	780,302,107	$	–	$	–	$	–
	22,718,771		78,545,352		78,104,632		–		–		–
$	10.18	$	9.49	$	9.99	$	–	$	–	$	–
$	–	$	–	$	–	$	356,239,642	$	49,279,030	$	31,800,792
	–		–		–		35,637,859		5,127,603		3,770,099
$	–	$	–	$	–	$	10.00	$	9.61	$	8.44

37

MML Series Investment Fund – Financial Statements (Continued)

Statements of Operations

For the Year Ended December 31, 2011

	MML Aggressive Allocation Fund			MML Balanced Allocation Fund
Investment income (Note 2):
Dividends - unaffiliated issuers	$	-		$	-
Dividends - affiliated issuers (Note 7)		694,296			6,884,524
Total investment income		694,296			6,884,524
Expenses (Note 3):
Investment management fees		68,763			364,838
Custody fees		19,958			19,266
Audit fees		30,290			30,516
Legal fees		1,638			4,617
Proxy fees		917			917
Shareholder reporting fees		5,203			14,225
Trustees’ fees		5,335			28,802
		132,104			463,181
Administration fees:
Service Class I		-			-
Service fees:
Service Class		65,806			587,843
Service Class I		-			-
Total expenses		197,910			1,051,024
Expenses waived (Note 3):
Service Class I fees waived by adviser		-			-
Net expenses		197,910			1,051,024
Net investment income (loss)		496,386			5,833,500
Realized and unrealized gain (loss):
Net realized gain (loss) on:
Investment transactions - unaffiliated issuers		-			-
Investment transactions - affiliated issuers (Note7)		1,820,087			8,831,698
Realized gain distributions - affiliated issuers (Note 7)		288,216			2,736,084
Net realized gain (loss)		2,108,303			11,567,782
Net change in unrealized appreciation (depreciation) on:
Investment transactions - unaffiliated issuers		-			-
Investment transactions - affiliated issuers		(4,087,820	)		(11,825,966	)
Net change in unrealized appreciation (depreciation)		(4,087,820	)		(11,825,966	)
Net realized gain (loss) and change in unrealized appreciation (depreciation)		(1,979,517	)		(258,184	)
Net increase (decrease) in net assets resulting from operations	$	(1,483,131	)	$	5,575,316

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

38

MML Conservative Allocation Fund			MML Growth Allocation Fund			MML Moderate Allocation Fund			MML American Funds Core Allocation Fund			MML American Funds Growth Fund			MML American Funds International Fund
$	-		$	-		$	-		$	8,525,207		$	425,463		$	707,833
	6,647,692			17,614,882			18,241,617			-			-			-
	6,647,692			17,614,882			18,241,617			8,525,207			425,463			707,833
	311,990			1,305,291			1,090,165			677,789			66,316			48,454
	19,333			19,547			19,812			5,707			1,023			1,029
	30,473			31,247			31,044			30,482			30,260			30,254
	4,054			13,382			12,059			51,951			9,978			7,777
	917			917			916			918			918			918
	12,193			44,877			37,656			47,021			9,087			7,787
	24,388			104,488			84,606			26,477			3,299			2,547
	403,348			1,519,749			1,276,258			840,345			120,881			98,766
	-			-			-			847,237			110,526			80,756
	514,619			1,923,342			1,780,583			-			-			-
	-			-			-			847,237			110,526			80,756
	917,967			3,443,091			3,056,841			2,534,819			341,933			260,278
	-			-			-			-			(32,459	)		(34,161	)
	917,967			3,443,091			3,056,841			2,534,819			309,474			226,117
	5,729,725			14,171,791			15,184,776			5,990,388			115,989			481,716
	-			-			-			10,386,762			560,289			608,793
	12,766,435			30,786,974			24,749,212			-			-			-
	2,411,808			6,729,642			6,702,197			-			-			-
	15,178,243			37,516,616			31,451,409			10,386,762			560,289			608,793
	-			-			-			(17,143,986	)		(3,006,314	)		(5,949,589	)
	(13,363,938	)		(58,562,832	)		(39,990,939	)		-			-			-
	(13,363,938	)		(58,562,832	)		(39,990,939	)		(17,143,986	)		(3,006,314	)		(5,949,589	)
	1,814,305			(21,046,216	)		(8,539,530	)		(6,757,224	)		(2,446,025	)		(5,340,796	)
$	7,544,030		$	(6,874,425	)	$	6,645,246		$	(766,836	)	$	(2,330,036	)	$	(4,859,080	)

39

MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML Aggressive Allocation Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	496,386		$	526,420
Net realized gain (loss) on investment transactions		2,108,303			1,734,727
Net change in unrealized appreciation (depreciation) on investments		(4,087,820	)		5,932,252
Net increase (decrease) in net assets resulting from operations		(1,483,131	)		8,193,399
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		(466,841	)		(387,367	)
Service Class		(261,800	)		(182,480	)
Total distributions from net investment income		(728,641	)		(569,847	)
From net realized gains:
Initial Class		-			-
Service Class		-			-
Total distributions from net realized gains		-			-
Net fund share transactions (Note 5):
Initial Class		(417,550	)		2,805,957
Service Class		7,060,105			5,030,076
Increase (decrease) in net assets from fund share transactions		6,642,555			7,836,033
Total increase (decrease) in net assets		4,430,783			15,459,585
Net assets
Beginning of year		64,456,647			48,997,062
End of year	$	68,887,430		$	64,456,647
Undistributed (accumulated) net investment income (loss) included in net assets at end of year	$	529,096		$	724,566

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

40

MML Balanced Allocation Fund						MML Conservative Allocation Fund						MML Growth Allocation Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
$	5,833,500		$	7,865,382		$	5,729,725		$	7,727,958		$	14,171,791		$	17,610,017
	11,567,782			18,074,447			15,178,243			17,749,157			37,516,616			51,513,187
	(11,825,966	)		11,762,013			(13,363,938	)		4,787,264			(58,562,832	)		90,642,751
	5,575,316			37,701,842			7,544,030			30,264,379			(6,874,425	)		159,765,955
	(3,253,466	)		(1,767,853	)		(3,051,751	)		(1,404,894	)		(9,582,060	)		(5,749,187	)
	(5,634,912	)		(2,405,318	)		(5,605,373	)		(2,292,849	)		(12,212,438	)		(6,722,526	)
	(8,888,378	)		(4,173,171	)		(8,657,124	)		(3,697,743	)		(21,794,498	)		(12,471,713	)
	(2,260,716	)		-			(5,392,249	)		-			-			-
	(4,234,292	)		-			(10,641,810	)		-			-			-
	(6,495,008	)		-			(16,034,059	)		-			-			-
	(494,036	)		(4,294,838	)		18,030,181			8,104,290			(8,909,732	)		4,415,589
	36,889,288			37,830,043			46,169,044			35,919,045			7,857,051			112,068,154
	36,395,252			33,535,205			64,199,225			44,023,335			(1,052,681	)		116,483,743
	26,587,182			67,063,876			47,052,072			70,589,971			(29,721,604	)		263,777,985
	349,303,160			282,239,284			297,947,906			227,357,935			1,293,463,801			1,029,685,816
$	375,890,342		$	349,303,160		$	344,999,978		$	297,947,906		$	1,263,742,197		$	1,293,463,801
$	6,995,763		$	8,867,102		$	6,889,117		$	8,640,621		$	16,253,336		$	21,714,038

41

MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML Moderate Allocation Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	15,184,776		$	18,255,087
Net realized gain (loss) on investment transactions		31,451,409			38,016,932
Net change in unrealized appreciation (depreciation) on investments		(39,990,939	)		54,418,518
Net increase (decrease) in net assets resulting from operations		6,645,246			110,690,537
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		(7,579,608	)		(4,728,753	)
Service Class		(13,812,163	)		(6,181,945	)
Service Class I		-			-
Total distributions from net investment income		(21,391,771	)		(10,910,698	)
From net realized gains:
Initial Class		(280,682	)		-
Service Class		(557,033	)		-
Service Class I		-			-
Total distributions from net realized gains		(837,715	)		-
Net fund share transactions (Note 5):
Initial Class		(12,168,979	)		9,837,225
Service Class		169,204,137			160,190,490
Service Class I		-			-
Increase (decrease) in net assets from fund share transactions		157,035,158			170,027,715
Total increase (decrease) in net assets		141,450,918			269,807,554
Net assets
Beginning of year		1,004,643,878			734,836,324
End of year	$	1,146,094,796		$	1,004,643,878
Undistributed (accumulated) net investment income (loss) included in net assets at end of year	$	17,908,033		$	21,333,514

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

42

MML American Funds Core Allocation Fund						MML American Funds Growth Fund						MML American Funds International Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
$	5,990,388		$	5,070,306		$	115,989		$	118,932		$	481,716		$	444,366
	10,386,762			1,255,534			560,289			897,169			608,793			654,261
	(17,143,986	)		19,550,727			(3,006,314	)		4,417,905			(5,949,589	)		1,113,355
	(766,836	)		25,876,567			(2,330,036	)		5,434,006			(4,859,080	)		2,211,982
	-			-			-			-			-			-
	-			-			-			-			-			-
	(5,079,356	)		(3,737,015	)		(119,840	)		(56,747	)		(445,209	)		(211,760	)
	(5,079,356	)		(3,737,015	)		(119,840	)		(56,747	)		(445,209	)		(211,760	)
	-			-			-			-			-			-
	-			-			-			-			-			-
	(1,254,946	)		(2,035,695	)		(876,919	)		(148,992	)		(646,232	)		(361,073	)
	(1,254,946	)		(2,035,695	)		(876,919	)		(148,992	)		(646,232	)		(361,073	)
	-			-			-			-			-			-
	-			-			-			-			-			-
	38,003,550			74,225,408			14,845,241			10,401,961			6,414,361			8,390,278
	38,003,550			74,225,408			14,845,241			10,401,961			6,414,361			8,390,278
	30,902,412			94,329,265			11,518,446			15,630,228			463,840			10,029,427
	325,337,230			231,007,965			37,760,584			22,130,356			31,336,952			21,307,525
$	356,239,642		$	325,337,230		$	49,279,030		$	37,760,584		$	31,800,792		$	31,336,952
$	5,974,448		$	5,063,416		$	114,464		$	118,315		$	480,259		$	443,752

43

MML Series Investment Fund – Financial Highlights

(For a share outstanding throughout each period)

MML Aggressive Allocation Fund

			Income (loss) from investment operations									Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***			Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver !			Ratio of expenses to average daily net assets after expense waiver !			Net investment income (loss) to average daily net assets			Portfolio turnover rate !!
Initial Class
12/31/11	$	9.40	$	0.08		$	(0.26	)	$	(0.18	)	$	(0.10	)	$	-		$	(0.10	)	$	9.12		(1.86%	)	$	40,085		0.19%			N/A			0.81%			20%
12/31/10		8.20		0.09			1.21			1.30			(0.10	)		-			(0.10	)		9.40		16.05%			41,787		0.21%			0.20%	#		1.08%			42%
12/31/09		6.15		0.09			2.00			2.09			(0.02	)		(0.02	)		(0.04	)		8.20		34.04%			33,931		0.24%			0.20%	#		1.34%			38%
12/31/08		9.99		0.04			(3.88	)		(3.84	)		-			(0.00	) †		(0.00	) †		6.15		(38.43%	)		24,477		0.40%			0.20%	#		0.46%			18%
12/31/07 ++		10.00		0.06			0.16			0.22			(0.23	)		-			(0.23	)		9.99		2.15%	**		153		61.22%	*		0.20%	*#		1.85%	*		0%	**
Service Class
12/31/11	$	9.35	$	0.05		$	(0.24	)	$	(0.19	)	$	(0.09	)	$	-		$	(0.09	)	$	9.07		(2.03%	)	$	28,803		0.44%			N/A			0.59%			20%
12/31/10		8.16		0.07			1.20			1.27			(0.08	)		-			(0.08	)		9.35		15.83%			22,669		0.46%			0.45%	#		0.86%			42%
12/31/09		6.14		0.08			1.98			2.06			(0.02	)		(0.02	)		(0.04	)		8.16		33.60%			15,066		0.49%			0.45%	#		1.11%			38%
12/31/08 +++		8.98		(0.01	)		(2.83	)		(2.84	)		-			(0.00	) †		(0.00	) †		6.14		(31.62%	) **		3,953		0.63%	*		0.45%	*#		(0.27%	) *		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 31, 2007 (commencement of operations) through December 31, 2007.

+++ 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 portfolio turnover rate results are for the Fund.

! Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

!! Amount does not include the portfolio activity of any underlying fund.

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

44

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Balanced Allocation Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver !			Ratio of expenses to average daily net assets after expense waiver !			Net investment income (loss) to average daily net assets			Portfolio turnover rate !!
Initial Class
12/31/11	$	10.34	$	0.18	$	(0.00	) †	$	0.18		$	(0.27	)	$	(0.19	)	$	(0.46	)	$	10.06		1.73%		$	126,438		0.13%			N/A			1.76%			12%
12/31/10		9.31		0.26		0.91			1.17			(0.14	)		-			(0.14	)		10.34		12.73%			130,142		0.13%			N/A			2.71%			39%
12/31/09		7.59		0.15		1.63			1.78			(0.05	)		(0.01	)		(0.06	)		9.31		23.50%			120,940		0.14%			N/A			1.83%			42%
12/31/08		10.08		0.21		(2.70	)		(2.49	)		-			(0.00	) †		(0.00	) †		7.59		(24.70%	)		88,583		0.20%			0.20%	##		2.43%			21%
12/31/07 ++		10.00		0.11		0.19			0.30			(0.22	)		-			(0.22	)		10.08		2.96%	**		154		61.68%	*		0.20%	*#		3.23%	*		0%	**
Service Class
12/31/11	$	10.30	$	0.16	$	0.00	†	$	0.16		$	(0.25	)	$	(0.19	)	$	(0.44	)	$	10.02		1.54%		$	249,453		0.38%			N/A			1.51%			12%
12/31/10		9.28		0.24		0.91			1.15			(0.13	)		-			(0.13	)		10.30		12.49%			219,161		0.38%			N/A			2.46%			39%
12/31/09		7.59		0.14		1.61			1.75			(0.05	)		(0.01	)		(0.06	)		9.28		23.09%			161,300		0.39%			N/A			1.65%			42%
12/31/08 +++		9.60		0.02		(2.03	)		(2.01	)		-			(0.00	) †		(0.00	) †		7.59		(20.94%	) **		49,286		0.47%	*		0.45%	*#		0.87%	*		21%	~

* 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 31, 2007 (commencement of operations) through December 31, 2007.

+++ 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.

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

^^ 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 portfolio turnover rate results are for the Fund.

! Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

!! Amount does not include the portfolio activity of any underlying fund.

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

45

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Conservative Allocation Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver !			Ratio of expenses to average daily net assets after expense waiver !			Net investment income (loss) to average daily net assets			Portfolio turnover rate !!
Initial Class
12/31/11	$	10.82	$	0.21	$	0.06		$	0.27		$	(0.31	)	$	(0.54	)	$	(0.85	)	$	10.24		2.57%		$	113,666		0.13%			N/A			2.00%			20%
12/31/10		9.81		0.32		0.84			1.16			(0.15	)		-			(0.15	)		10.82		11.91%			101,461		0.13%			N/A			3.12%			44%
12/31/09		8.15		0.19		1.53			1.72			(0.05	)		(0.01	)		(0.06	)		9.81		21.15%			83,810		0.15%			N/A			2.11%			47%
12/31/08		10.11		0.28		(2.24	)		(1.96	)		(0.00	) †		(0.00	) †		(0.00	) †		8.15		(19.38%	)		52,819		0.27%			0.20%	#		3.06%			37%
12/31/07 ++		10.00		0.13		0.18			0.31			(0.20	)		-			(0.20	)		10.11		3.09%	**		155		61.88%	*		0.20%	*#		3.81%	*		0%	**
Service Class
12/31/11	$	10.77	$	0.19	$	0.04		$	0.23		$	(0.28	)	$	(0.54	)	$	(0.82	)	$	10.18		2.28%		$	231,334		0.38%			N/A			1.75%			20%
12/31/10		9.78		0.29		0.83			1.12			(0.13	)		-			(0.13	)		10.77		11.59%			196,487		0.38%			N/A			2.87%			44%
12/31/09		8.14		0.18		1.52			1.70			(0.05	)		(0.01	)		(0.06	)		9.78		20.91%			143,548		0.40%			N/A			1.96%			47%
12/31/08 +++		9.79		0.05		(1.70	)		(1.65	)		(0.00	) †		(0.00	) †		(0.00	) †		8.14		(16.85%	) **		38,451		0.49%	*		0.45%	*#		1.62%	*		37%	~

* 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 31, 2007 (commencement of operations) through December 31, 2007.

+++ 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 portfolio turnover rate results are for the Fund.

! Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

!! Amount does not include the portfolio activity of any underlying fund.

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

46

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Growth Allocation Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver !			Ratio of expenses to average daily net assets after expense waiver !			Net investment income (loss) to average daily net assets			Portfolio turnover rate !!
Initial Class
12/31/11	$	9.75	$	0.12	$	(0.16	)	$	(0.04	)	$	(0.18	)	$	-		$	(0.18	)	$	9.53		(0.41%	)	$	518,216		0.12%			N/A			1.23%			12%
12/31/10		8.59		0.15		1.11			1.26			(0.10	)		-			(0.10	)		9.75		14.92%			538,363		0.12%			N/A			1.68%			32%
12/31/09		6.66		0.12		1.85			1.97			(0.03	)		(0.01	)		(0.04	)		8.59		29.61%			470,601		0.12%			N/A			1.57%			40%
12/31/08		10.02		0.10		(3.46	)		(3.36	)		-			(0.00	) †		(0.00	) †		6.66		(33.53%	)		354,595		0.13%			N/A			1.24%			14%
12/31/07 ++		10.00		0.08		0.17			0.25			(0.23	)		-			(0.23	)		10.02		2.45%	**		154		61.40%	*		0.20%	*#		2.44%	*		0%	**
Service Class
12/31/11	$	9.71	$	0.10	$	(0.16	)	$	(0.06	)	$	(0.16	)	$	-		$	(0.16	)	$	9.49		(0.63%	)	$	745,526		0.37%			N/A			0.98%			12%
12/31/10		8.57		0.13		1.10			1.23			(0.09	)		-			(0.09	)		9.71		14.54%			755,101		0.37%			N/A			1.45%			32%
12/31/09		6.66		0.10		1.85			1.95			(0.03	)		(0.01	)		(0.04	)		8.57		29.29%			559,084		0.37%			N/A			1.34%			40%
12/31/08 +++		9.20		0.01		(2.55	)		(2.54	)		-			(0.00	) †		(0.00	) †		6.66		(27.61%	) **		184,401		0.39%	*		N/A			0.24%	*		14%	~

* 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 31, 2007 (commencement of operations) through December 31, 2007.

+++ 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 portfolio turnover rate results are for the Fund.

! Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

!! Amount does not include the portfolio activity of any underlying fund.

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

47

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Moderate Allocation Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver !			Ratio of expenses to average daily net assets after expense waiver !			Net investment income (loss) to average daily net assets			Portfolio turnover rate !!
Initial Class
12/31/11	$	10.16	$	0.16	$	(0.06	)	$	0.10		$	(0.21	)	$	(0.01	)	$	(0.22	)	$	10.04		1.00%		$	365,793		0.12%			N/A			1.55%			12%
12/31/10		9.08		0.22		0.99			1.21			(0.13	)		-			(0.13	)		10.16		13.48%			382,041		0.12%			N/A			2.30%			31%
12/31/09		7.26		0.14		1.74			1.88			(0.05	)		(0.01	)		(0.06	)		9.08		25.90%			331,628		0.13%			N/A			1.77%			39%
12/31/08		10.04		0.18		(2.96	)		(2.78	)		-			(0.00	) †		(0.00	) †		7.26		(27.69%	)		251,682		0.14%			N/A			2.09%			18%
12/31/07 ++		10.00		0.11		0.15			0.26			(0.22	)		-			(0.22	)		10.04		2.63%	**		154		61.59%	*		0.20%	*#		3.05%	*		0%	**
Service Class
12/31/11	$	10.12	$	0.13	$	(0.06	)	$	0.07		$	(0.19	)	$	(0.01	)	$	(0.20	)	$	9.99		0.73%		$	780,302		0.37%			N/A			1.31%			12%
12/31/10		9.05		0.19		0.99			1.18			(0.11	)		-			(0.11	)		10.12		13.24%			622,603		0.37%			N/A			2.07%			31%
12/31/09		7.26		0.12		1.73			1.85			(0.05	)		(0.01	)		(0.06	)		9.05		25.48%			403,209		0.38%			N/A			1.54%			39%
12/31/08 +++		9.44		0.02		(2.20	)		(2.18	)		-			(0.00	) †		(0.00	) †		7.26		(23.09%	) **		146,775		0.39%	*		N/A			0.86%	*		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 31, 2007 (commencement of operations) through December 31, 2007.

+++ 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 portfolio turnover rate results are for the Fund.

! Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

!! Amount does not include the portfolio activity of any underlying fund.

MML American Funds Core Allocation Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver !			Ratio of expenses to average daily net assets after expense waiver !			Net investment income (loss) to average daily net assets			Portfolio turnover rate !!
Service Class I
12/31/11	$	10.21	$	0.18	$	(0.20	)	$	(0.02	)	$	(0.15	)	$	(0.04	)	$	(0.19	)	$	10.00		(0.16%	)	$	356,240		0.75%			N/A			1.77%			13%
12/31/10		9.56		0.18		0.67			0.85			(0.13	)		(0.07	)		(0.20	)		10.21		9.17%			325,337		0.76%			0.75%	#		1.89%			3%
12/31/09		7.75		0.20		1.69			1.89			(0.08	)		-			(0.08	)		9.56		24.52%			231,008		0.77%			0.75%	#		2.31%			10%
12/31/08 +		10.00		0.72		(2.97	)		(2.25	)		-			-			-			7.75		(22.50%	) **		67,874		1.85%	*		0.75%	*#		25.06%	*		1%	**

* 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.

^^ 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.

! Expenses of the underlying funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying fund.

!! Amount does not include the portfolio activity of any underlying fund.

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

48

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML American Funds Growth Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver !			Ratio of expenses to average daily net assets after expense waiver !			Net investment income (loss) to average daily net assets			Portfolio turnover rate !!
Service Class I
12/31/11	$	10.32	$	0.03	$	(0.51	)	$	(0.48	)	$	(0.03	)	$	(0.20	)	$	(0.23	)	$	9.61		(4.74%	)	$	49,279		0.77%			0.70%	#		0.26%			3%
12/31/10		8.80		0.04		1.55			1.59			(0.02	)		(0.05	)		(0.07	)		10.32		18.16%			37,761		0.81%			0.70%	#		0.43%			10%
12/31/09		6.36		0.03		2.44			2.47			-			(0.03	)		(0.03	)		8.80		38.86%			22,130		0.90%			0.70%	#		0.39%			9%
12/31/08 +		10.00		0.22		(3.86	)		(3.64	)		-			-			-			6.36		(36.40%	) **		6,080		13.92%	*		0.70%	*#		9.23%	*		5%	**

* 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.

^^ 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.

! Expenses of the Master Fund are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of the Master Fund.

!! Amount does not include the portfolio activity of the Master Fund.

MML American Funds International Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver !			Ratio of expenses to average daily net assets after expense waiver !			Net investment income (loss) to average daily net assets			Portfolio turnover rate !!
Service Class I
12/31/11	$	10.22	$	0.14	$	(1.60	)	$	(1.46	)	$	(0.13	)	$	(0.19	)	$	(0.32	)	$	8.44		(14.36%	)	$	31,801		0.81%			0.70%	#		1.49%			6%
12/31/10		9.79		0.17		0.47			0.64			(0.08	)		(0.13	)		(0.21	)		10.22		6.82%			31,337		0.83%			0.70%	#		1.78%			9%
12/31/09		6.92		0.12		2.82			2.94			-			(0.07	)		(0.07	)		9.79		42.63%			21,308		0.91%			0.70%	#		1.48%			12%
12/31/08 +		10.00		0.51		(3.59	)		(3.08	)		-			-			-			6.92		(30.80%	) **		6,410		13.59%	*		0.70%	*#		19.94%	*		7%	**

* 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.

^^ 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.

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

! Expenses of the Master Fund are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of the Master Fund.

!! Amount does not include the portfolio activity of the Master Fund.

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

49

Notes to Financial Statements

1. The Fund

MML Series Investment Fund (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a no-load, open-end, management investment company. The Trust is organized under the laws of the Commonwealth of Massachusetts as a Massachusetts business trust pursuant to an Agreement and Declaration of Trust dated May 14, 1993 as amended and restated as of December 15, 2011, as it may be further amended from time to time. The following are eight series of the Trust (each individually referred to as a “Fund” or collectively as the “Funds”):

MML Aggressive Allocation Fund (“Aggressive Allocation Fund”)

MML Balanced Allocation Fund (“Balanced Allocation Fund”)

MML Conservative Allocation Fund (“Conservative Allocation Fund”)

MML Growth Allocation Fund (“Growth Allocation Fund”)

MML Moderate Allocation Fund (“Moderate Allocation Fund”)

MML American Funds^® Core Allocation Fund (“American Funds Core Allocation Fund”)

MML American Funds^® Growth Fund (“American Funds Growth Fund”)

MML American Funds^® International Fund (“American Funds International Fund”)

The Trust makes shares of the Funds available for the investment of assets of various separate investment accounts established by Massachusetts Mutual Life Insurance Company (“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 of the outstanding shares of the Funds.

The Aggressive Allocation Fund, Balanced Allocation Fund, Conservative Allocation Fund, Growth Allocation Fund, and Moderate Allocation Fund (the “Allocation Funds”) invest their investable assets primarily in shares of various funds advised by MassMutual or a control affiliate of MassMutual. The Allocation Funds may also invest in non-affiliated funds. The financial statements of other series of the Trust, the applicable series of the MML Series Investment Fund II, Oppenheimer Funds which are advised by OppenheimerFunds, Inc., a majority-owned, indirect subsidiary of MassMutual, and non-affiliated funds are presented separately and can be obtained from the Securities and Exchange Commission’s (“SEC”) EDGAR database on its Internet site at www.sec.gov or by calling MassMutual at 1-888-309-3539. The assets of each of the five Allocation Funds listed above are diversified and a shareholder’s interest is limited to the series of the Trust, MML Series Investment Fund II, Oppenheimer Funds, or any non-affiliated funds in which the shares are invested.

The American Funds Core Allocation Fund invests all of its investable assets in shares of various series of American Funds Insurance Series, which are managed by Capital Research and Management Company. American Funds Growth Fund and American Funds International Fund (each a “Feeder Fund,” collectively the “Feeder Funds”) invest all of their assets in Class 1 shares of the Growth and International Funds, respectively, each a series of the American Funds Insurance Series (each a “Master Fund,” collectively the “Master Funds”). Each Master Fund is an open-end investment company and organized as a Massachusetts business trust. Each Feeder Fund has an investment objective that is consistent with its corresponding Master Fund. Each Master Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and intends to distribute substantially all of its taxable income and capital gains to shareholders, which includes the applicable Feeder Fund, to qualify as a regulated investment company. The performance of the Feeder Funds is directly affected by the performance of the Master Funds. The financial statements of the Master Funds, including the Summary Investment Portfolios, are provided separately and should be read in conjunction with the Feeder Funds’ financial statements. As of December 31, 2011, the American Funds Growth Fund and American Funds International Fund owned 0.20% and 0.37% of the Growth and International Master Funds, respectively.

The following table shows the classes available for each Fund, including the date each class commenced operations. Each share class represents an interest in the same portfolio of assets. The principal difference among the classes is the level of service and administration fees, and shareholder and distribution service expenses borne by the classes. Because each class will have different fees and expenses, performance and share prices will vary between the classes. The classes of shares are offered to different types of investors, as outlined in the Funds’ Prospectus.

	Initial Class		Service Class		Service Class I
Aggressive Allocation Fund		8/31/2007		8/15/2008	None
Balanced Allocation Fund		8/31/2007		8/15/2008	None

50

Notes to Financial Statements (Continued)

	Initial Class		Service Class		Service Class I
Conservative Allocation Fund		8/31/2007		8/15/2008		None
Growth Allocation Fund		8/31/2007		8/15/2008		None
Moderate Allocation Fund		8/31/2007		8/15/2008		None
American Funds Core Allocation Fund		None		None		8/15/2008
American Funds Growth Fund		None		None		8/15/2008
American Funds International Fund		None		None		8/15/2008

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

The net asset value of each Fund’s shares is determined once daily as of the close of regular trading on the New York Stock Exchange, on each day the New York Stock Exchange is open for trading (a “business day”). The New York Stock Exchange normally closes at 4:00 p.m. Eastern Time, but may close earlier on some days.

The net asset value of each Fund is based upon the net asset value(s) of its corresponding Master Fund or underlying funds. Shares of the Master Funds and underlying funds are valued at their closing net asset values as reported on each business day.

Certain underlying funds or Master Funds may invest in securities that are traded principally in foreign markets and that trade on weekends and other days when the Funds do not price their shares. As a result, the value of the Funds’ portfolio securities may change on days when the prices of the Funds’ shares are not calculated. The prices of the Funds’ shares will reflect any such changes when the prices of the Funds’ shares are next calculated, which is the next business day.

The prospectuses and SAIs for the underlying funds or Master Funds, as applicable, explain the valuation methods for the underlying funds or Master Funds, including the circumstances under which the underlying funds or Master Funds may use fair value pricing and the effects of doing so. Such prospectuses and SAIs are available on the SEC EDGAR database on its Internet site at www.sec.gov.

Various inputs may be used to determine the value of the Funds’ investments. The Funds categorize the inputs to valuation techniques used to value their investments into a disclosure hierarchy consisting of three levels as summarized below. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

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)

All Funds characterized all investments at Level 1, as of December 31, 2011. For each Fund, the level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

The Funds had no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the year ended December 31, 2011. The Funds recognize transfers between the Levels as of the beginning of the year.

51

Notes to Financial Statements (Continued)

Accounting for Investment Transactions

Investment transactions are accounted for on the trade date. Realized gains and losses on sales of investments and unrealized appreciation and depreciation of investments are computed by the specific identification cost method. Proceeds received from litigation, if any, are included in realized gains on investment transactions for any investments that are no longer held in the portfolio and as a reduction in cost for investments that continue to be held in the portfolio. 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 and distributions are 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 after 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. The Funds estimate the components of distributions received that may be considered return of capital distributions or capital gain distributions.

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 and loss, and 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.

In addition, each Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying funds. Because the underlying funds have varied expense and fee levels and each Fund, except American Funds Growth Fund and American Funds International Fund, may own different proportions of underlying funds at different times, the amount of fees and expenses indirectly incurred by each Fund will vary.

Credit Risk

The Funds may invest a portion of their assets, directly or indirectly, in securities backed by mortgage loans, credit card receivables, and automotive loans. The values and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on such securities have resulted in increased volatility of market price and periods of decreased market activity that have adversely impacted the valuation and liquidity of such securities.

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 would 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, the Funds have not made any provision for federal income tax.

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 capital gains on investment transactions for a reporting period may differ significantly from distributions during such period.

52

Notes to Financial Statements (Continued)

3. Management Fees and Other Transactions

Investment Management Fees

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

Aggressive Allocation Fund	0.10%	Moderate Allocation Fund	0.10%
Balanced Allocation Fund	0.10%	American Funds Core Allocation Fund	0.20%
Conservative Allocation Fund	0.10%	American Funds Growth Fund	0.15%
Growth Allocation Fund	0.10%	American Funds International Fund	0.15%

Administration Fees

For the American Funds Core Allocation Fund, American Funds Growth Fund, and American Funds International Fund, under separate administrative and shareholder services agreements between the Funds and MassMutual, MassMutual provides certain administrative and shareholder services and bears some of the class specific administrative expenses. In return for these services, MassMutual receives an administrative services fee based upon the average daily net assets of the applicable class of shares of the Funds, at the following annual rates:

	Service Class I
American Funds Core Allocation Fund		0.25	%
American Funds Growth Fund		0.25	%
American Funds International Fund		0.25	%

Service Fees

MML Distributors, LLC (the “Distributor”) acts as distributor to the Funds. Pursuant to a Distribution and Services Plan adopted by the Funds pursuant to Rule 12b-1 under the 1940 Act, 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 it in connection with the distribution of Service Class shares or Service Class I shares, as applicable, of each Fund; and/or (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 agreed to cap the fees and expenses of the Funds (other than extraordinary litigation and legal expenses, or other non-recurring or unusual expenses such as, for example, organizational expenses and shareholder meeting expenses) based upon the average daily net assets of the applicable class of shares of the Funds, as follows:

Aggressive Allocation Fund*#		American Funds Growth Fund*^
Initial Class	0.20%	Service Class I	0.70%
Service Class	0.45%	American Funds International Fund*^
American Funds Core Allocation Fund*#		Service Class I	0.70%
Service Class I	0.75%

# Expense caps also exclude Acquired Fund fees and expenses. Acquired Fund fees and expenses are expenses borne indirectly by a Fund through investments in other pooled investment vehicles.

^ Expense caps also exclude Master Fund fees and expenses.

* Expense cap in effect through April 30, 2012.

Expense caps and waiver amounts are reflected as a reduction of expenses on the Statements of Operations.

53

Notes to Financial Statements (Continued)

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. Deferred compensation is included within Trustees’ fees and expenses in the Statements of Assets and Liabilities.

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, 2011, 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
Aggressive Allocation Fund	$	-	$	20,319,611	$	-	$	13,618,857
Balanced Allocation Fund		-		73,490,937		-		43,879,115
Conservative Allocation Fund		-		111,404,880		-		63,725,979
Growth Allocation Fund		-		158,185,462		-		160,084,483
Moderate Allocation Fund		-		293,381,342		-		136,539,810
American Funds Core Allocation Fund		-		81,320,871		-		43,579,545
American Funds Growth Fund		-		15,300,515		-		1,322,569
American Funds International Fund		-		7,657,262		-		1,850,818

5. Capital Share Transactions

Changes in shares outstanding for each Fund were as follows:

	Year Ended December 31, 2011						Year Ended December 31, 2010
	Shares			Amount			Shares			Amount
Aggressive Allocation Fund Initial Class
Sold		766,724		$	7,355,850			859,130		$	7,497,970
Issued as reinvestment of dividends		51,987			466,841			49,472			387,367
Redeemed		(871,542	)		(8,240,241	)		(602,156	)		(5,079,380	)
Net increase (decrease)		(52,831	)	$	(417,550	)		306,446		$	2,805,957
Aggressive Allocation Fund Service Class
Sold		980,730		$	9,246,135			854,757		$	7,278,925
Issued as reinvestment of dividends		29,284			261,800			23,425			182,480
Redeemed		(258,714	)		(2,447,830	)		(299,563	)		(2,431,329	)
Net increase (decrease)		751,300		$	7,060,105			578,619		$	5,030,076

54

Notes to Financial Statements (Continued)

	Year Ended December 31, 2011						Year Ended December 31, 2010
	Shares			Amount			Shares			Amount
Balanced Allocation Fund Initial Class
Sold		1,389,631		$	14,409,840			2,258,139		$	21,604,154
Issued as reinvestment of dividends		555,306			5,514,182			189,684			1,767,853
Redeemed		(1,962,578	)		(20,418,058	)		(2,857,408	)		(27,666,845	)
Net increase (decrease)		(17,641	)	$	(494,036	)		(409,585	)	$	(4,294,838	)
Balanced Allocation Fund Service Class
Sold		4,611,528		$	47,516,797			5,594,036		$	54,243,658
Issued as reinvestment of dividends		997,897			9,869,204			258,636			2,405,318
Redeemed		(1,976,746	)		(20,496,713	)		(1,958,928	)		(18,818,933	)
Net increase (decrease)		3,632,679		$	36,889,288			3,893,744		$	37,830,043
Conservative Allocation Fund Initial Class
Sold		2,938,180		$	31,644,495			3,159,189		$	32,003,547
Issued as reinvestment of dividends		835,213			8,444,000			141,195			1,404,894
Redeemed		(2,049,651	)		(22,058,314	)		(2,462,426	)		(25,304,151	)
Net increase (decrease)		1,723,742		$	18,030,181			837,958		$	8,104,290
Conservative Allocation Fund Service Class
Sold		6,788,014		$	72,536,785			6,089,128		$	61,753,280
Issued as reinvestment of dividends		1,615,028			16,247,183			231,134			2,292,849
Redeemed		(3,928,305	)		(42,614,924	)		(2,751,385	)		(28,127,084	)
Net increase (decrease)		4,474,737		$	46,169,044			3,568,877		$	35,919,045
Growth Allocation Fund Initial Class
Sold		2,364,266		$	23,064,310			4,146,533		$	37,142,450
Issued as reinvestment of dividends		1,020,454			9,582,060			687,702			5,749,187
Redeemed		(4,257,728	)		(41,556,102	)		(4,347,560	)		(38,476,048	)
Net increase (decrease)		(873,008	)	$	(8,909,732	)		486,675		$	4,415,589
Growth Allocation Fund Service Class
Sold		4,707,313		$	46,613,827			14,092,974		$	126,073,741
Issued as reinvestment of dividends		1,306,143			12,212,438			806,058			6,722,526
Redeemed		(5,242,633	)		(50,969,214	)		(2,358,135	)		(20,728,113	)
Net increase (decrease)		770,823		$	7,857,051			12,540,897		$	112,068,154
Moderate Allocation Fund Initial Class
Sold		2,761,263		$	28,324,294			4,591,611		$	43,175,094
Issued as reinvestment of dividends		793,969			7,860,290			526,587			4,728,753
Redeemed		(4,722,023	)		(48,353,563	)		(4,050,713	)		(38,066,622	)
Net increase (decrease)		(1,166,791	)	$	(12,168,979	)		1,067,485		$	9,837,225
Moderate Allocation Fund Service Class
Sold		18,107,507		$	184,955,340			17,750,127		$	167,787,253
Issued as reinvestment of dividends		1,457,322			14,369,196			690,720			6,181,945
Redeemed		(2,985,816	)		(30,120,399	)		(1,466,561	)		(13,778,708	)
Net increase (decrease)		16,579,013		$	169,204,137			16,974,286		$	160,190,490
American Funds Core Allocation Fund Service Class I
Sold		5,145,933		$	52,316,793			8,363,908		$	81,109,567
Issued as reinvestment of dividends		645,698			6,334,302			626,787			5,772,710
Redeemed		(2,017,807	)		(20,647,545	)		(1,288,220	)		(12,656,869	)
Net increase (decrease)		3,773,824		$	38,003,550			7,702,475		$	74,225,408

55

Notes to Financial Statements (Continued)

	Year Ended December 31, 2011						Year Ended December 31, 2010
	Shares			Amount			Shares			Amount
American Funds Growth Fund Service Class I
Sold		1,638,423		$	16,633,249			1,547,098		$	14,219,777
Issued as reinvestment of dividends		102,232			996,759			24,205			205,739
Redeemed		(272,033	)		(2,784,767	)		(428,395	)		(4,023,555	)
Net increase (decrease)		1,468,622		$	14,845,241			1,142,908		$	10,401,961
American Funds International Fund Service Class I
Sold		886,469		$	8,245,094			1,193,527		$	11,337,503
Issued as reinvestment of dividends		123,187			1,091,441			64,508			572,833
Redeemed		(306,685	)		(2,922,174	)		(367,611	)		(3,520,058	)
Net increase (decrease)		702,971		$	6,414,361			890,424		$	8,390,278

6. Federal Income Tax Information

At December 31, 2011, 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)
Aggressive Allocation Fund	$	62,633,449	$	6,533,047	$	(223,553	)	$	6,309,494
Balanced Allocation Fund		344,520,522		31,967,702		(350,432	)		31,617,270
Conservative Allocation Fund		331,033,661		14,679,519		(486,146	)		14,193,373
Growth Allocation Fund		1,090,464,499		175,547,431		(1,532,676	)		174,014,755
Moderate Allocation Fund		1,041,725,352		106,672,836		(1,601,858	)		105,070,978
American Funds Core Allocation Fund		317,093,409		39,578,550		-			39,578,550
American Funds Growth Fund		42,924,982		6,426,067		-			6,426,067
American Funds International Fund		31,520,732		334,289		-			334,289

Net capital loss carryforwards may be applied against any net realized taxable gains in succeeding years, subject to the carryforward period limitations, where applicable. On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President. The Modernization Act changed the capital loss carryforward rules as they relate to regulated investment companies. Capital losses generated in tax years beginning after the date of enactment may now be carried forward indefinitely, and retain the character of the original loss. Under pre-enactment law, capital losses could be carried forward for up to eight tax years as short-term capital losses. The provisions affecting the utilization of capital loss carryforwards under the Modernization Act also require the utilization of post-enactment losses prior to the utilization of pre-enactment losses.

At December 31, 2011, the following Fund(s) had available, for federal income tax purposes, unused capital losses:

	Expiring 2017
Aggressive Allocation Fund	$	535,952

Net capital loss carryforwards for the Funds shown in the above table are from pre-enactment years and are, therefore, subject to the eight-year carryforward period and possible expiration.

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.

56

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, 2011, was as follows:

	Ordinary Income		Long Term Capital Gain		Return of Capital
Aggressive Allocation Fund	$	728,641	$	-	$	-
Balanced Allocation Fund		8,922,415		6,460,971		-
Conservative Allocation Fund		12,804,782		11,886,401		-
Growth Allocation Fund		21,794,498		-		-
Moderate Allocation Fund		21,391,771		837,715		-
American Funds Core Allocation Fund		5,079,356		1,254,946		-
American Funds Growth Fund		119,840		876,919		-
American Funds International Fund		445,209		646,232		-

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, 2010, was as follows:

	Ordinary Income		Long Term Capital Gain		Return of Capital
Aggressive Allocation Fund	$	569,847	$	-	$	-
Balanced Allocation Fund		4,173,171		-		-
Conservative Allocation Fund		3,697,743		-		-
Growth Allocation Fund		12,471,713		-		-
Moderate Allocation Fund		10,910,698		-		-
American Funds Core Allocation Fund		5,366,103		406,607		-
American Funds Growth Fund		94,245		111,494		-
American Funds International Fund		306,729		266,104		-

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, 2011, temporary book and tax accounting differences were primarily attributable to the deferral of wash sale losses and deferred Trustee compensation.

At December 31, 2011, the components of distributable earnings on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long Term Capital Gain (Capital Loss Carryover)			Other Temporary Differences			Unrealized Appreciation (Depreciation)
Aggressive Allocation Fund	$	534,879	$	(535,952	)	$	(5,783	)	$	6,309,494
Balanced Allocation Fund		7,120,740		9,967,870			(30,327	)		31,617,269
Conservative Allocation Fund		7,133,905		12,970,615			(24,076	)		14,193,373
Growth Allocation Fund		16,366,519		12,929,135			(113,185	)		174,014,755
Moderate Allocation Fund		18,247,633		27,961,334			(85,211	)		105,070,979
American Funds Core Allocation Fund		5,998,776		10,223,516			(24,327	)		39,578,549
American Funds Growth Fund		117,064		531,544			(2,600	)		6,426,067
American Funds International Fund		482,535		556,558			(2,276	)		334,288

57

Notes to Financial Statements (Continued)

During the year ended December 31, 2011, 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)
Aggressive Allocation Fund	$	-		$	(36,785	)	$	36,785
Balanced Allocation Fund		-			(1,183,539	)		1,183,539
Conservative Allocation Fund		-			(1,175,895	)		1,175,895
Growth Allocation Fund		(3	)		(2,162,002	)		2,162,005
Moderate Allocation Fund		-			(2,781,514	)		2,781,514

The Funds did not have any unrecognized tax benefits at December 31, 2011, 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, 2011, 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 rules and rates that exist in the foreign markets in which they invest.

7. Investment in Affiliated Issuers

A summary of the Funds’ transactions in the securities of affiliated issuers during the year ended December 31, 2011, was as follows:

	Number of Shares Held as of 12/31/10		Purchases		Sales		Number of Shares Held as of 12/31/11		Value as of 12/31/11		Dividend Income		Realized Gains Distributions		Net Realized Gain (Loss)
Aggressive Allocation Fund
MML Blue Chip Growth Fund, Initial Class		659,236		116,788		91,770		684,254	$	7,814,175	$	3,054	$	-	$	429,587
MML Concentrated Growth Fund, Class I		260,525		29,945		36,175		254,295		1,800,410		12,513		-		18,268
MML Equity Fund, Initial Class		223,969		59,625		35,458		248,136		4,593,946		79,383		-		(16,664	)
MML Equity Income Fund, Initial Class		717,373		123,855		105,730		735,498		6,766,579		118,926		-		99,407
MML Foreign Fund, Initial Class		277,653		80,125		35,722		322,056		2,618,318		52,498		-		58,811
MML Fundamental Value Fund, Class II		363,461		269,899		58,477		574,883		6,254,724		-		7,342		95,146
MML Global Fund, Class I		298,646		77,067		45,960		329,753		2,644,619		26,525		-		112,491
MML High Yield Fund, Class II		58,879		31,417		34,241		56,055		562,230		39,308		-		28,781
MML Income & Growth Fund, Initial Class		-		75,311		-		75,311		644,663		-		-		-
MML Inflation-Protected and Income Fund, Initial Class		122,223		68,389		83,420		107,192		1,239,143		69,365		-		51,702
MML Large Cap Growth Fund, Initial Class		365,902		122,064		54,048		433,918		4,356,532		8,417		-		62,366
MML Managed Bond Fund, Initial Class		122,881		31,433		30,582		123,732		1,607,242		56,028		26,418		16,517
MML Mid Cap Growth Fund, Initial Class		382,936		83,300		53,620		412,616		4,984,399		-		-		91,288
MML Mid Cap Value Fund, Initial Class		378,963		99,174		52,214		425,923		4,331,632		88,006		-		70,140
MML PIMCO Total Return Fund, Class II		176,366		123,227		155,237		144,356		1,462,331		1,830		-		3,467
MML Short-Duration Bond Fund, Class II		169,625		70,656		137,941		102,340		1,048,989		20,539		10,411		29,956
MML Small Cap Growth Equity Fund, Initial Class		140,215		58,045		12,762		185,498		2,977,333		-		118,932		41,100
MML Small Company Value Fund, Class II		190,180		48,102		16,295		221,987		3,738,259		-		48,050		74,542
MML Small/Mid Cap Equity Fund, Initial Class		69,330		22,388		41,092		50,626		383,040		4,812		57,838		115,800
MML Strategic Emerging Markets Fund, Class II		-		9,853		-		9,853		92,917		541		3,686		-
Oppenheimer Capital Appreciation Fund, Non-Service Shares*		47,734		12,123		6,479		53,378		2,121,766		6,868		-		47,309
Oppenheimer Global Securities Fund, Non-Service Shares*		61,576		18,043		8,868		70,751		1,942,818		23,119		-		91,604
Oppenheimer Global Strategic Income Fund, Non-Service Shares*		168,364		84,726		121,758		131,332		706,566		40,423		15,539		51,909
Oppenheimer International Growth Fund, Non-Service Shares*		2,342,129		533,249		404,267		2,471,111		4,250,312		42,141		-		246,560
									$	68,942,943	$	694,296	$	288,216	$	1,820,087

58

Notes to Financial Statements (Continued)

	Number of Shares Held as of 12/31/10		Purchases		Sales		Number of Shares Held as of 12/31/11		Value as of 12/31/11		Dividend Income		Realized Gains Distributions		Net Realized Gain (Loss)
Balanced Allocation Fund
MML Blue Chip Growth Fund, Initial Class		2,279,412		136,098		217,424		2,198,086	$	25,102,138	$	9,707	$	-	$	1,073,970
MML Concentrated Growth Fund, Class I		682,376		4,195		100,285		586,286		4,150,906		28,315		-		278,872
MML Equity Fund, Initial Class		758,705		103,227		82,892		779,040		14,423,014		247,500		-		482,539
MML Equity Income Fund, Initial Class		2,820,690		361,298		530,620		2,651,368		24,392,582		423,385		-		1,677,688
MML Foreign Fund, Initial Class		799,940		227,823		64,777		962,986		7,829,073		143,880		-		134,665
MML Fundamental Value Fund, Class II		1,293,691		737,676		29,238		2,002,129		21,783,166		-		25,258		23,423
MML Global Fund, Class I		858,916		224,242		71,281		1,011,877		8,115,254		71,517		-		194,567
MML High Yield Fund, Class II		868,755		192,252		116,135		944,872		9,477,067		688,675		-		69,656
MML Income & Growth Fund, Initial Class		-		312,109		-		312,109		2,671,655		-		-		-
MML Inflation-Protected and Income Fund, Initial Class		1,326,606		281,596		681,818		926,384		10,708,995		726,390		-		1,157,129
MML Large Cap Growth Fund, Initial Class		1,064,023		373,765		160,267		1,277,521		12,826,307		24,200		-		137,927
MML Managed Bond Fund, Initial Class		5,580,370		654,375		302,045		5,932,700		77,063,933		2,691,539		1,330,806		210,852
MML Mid Cap Growth Fund, Initial Class		967,953		180,356		83,221		1,065,088		12,866,262		-		-		300,513
MML Mid Cap Value Fund, Initial Class		1,087,098		191,304		93,370		1,185,032		12,051,776		239,253		-		175,014
MML Money Market Fund, Initial Class		50,684		2		-		50,686		50,636		1		1		-
MML PIMCO Total Return Fund, Class II		2,146,099		1,486,671		86,267		3,546,503		35,926,072		41,546		-		5,106
MML Short-Duration Bond Fund, Class II		2,936,140		473,587		575,601		2,834,126		29,049,790		516,281		237,745		161,214
MML Small Cap Growth Equity Fund, Initial Class		414,702		123,486		37,696		500,492		8,033,144		-		324,152		251,514
MML Small Company Value Fund, Class II		446,052		83,519		39,044		490,527		8,260,478		-		105,353		188,768
MML Small/Mid Cap Equity Fund, Initial Class		406,497		79,363		113,558		372,302		2,816,869		29,935		421,564		357,431
Oppenheimer Capital Appreciation Fund, Non-Service Shares*		170,819		561		18,672		152,708		6,070,125		23,666		-		288,452
Oppenheimer Global Securities Fund, Non-Service Shares*		341,306		65,593		43,696		363,203		9,973,552		124,725		-		487,597
Oppenheimer Global Strategic Income Fund, Non-Service Shares*		3,973,416		809,695		577,297		4,205,814		22,627,277		757,525		291,205		714,603
Oppenheimer International Growth Fund, Non-Service Shares*		5,559,845		866,643		689,441		5,737,047		9,867,721		96,484		-		460,198
									$	376,137,792	$	6,884,524	$	2,736,084	$	8,831,698
Conservative Allocation Fund
MML Blue Chip Growth Fund, Initial Class		1,568,488		276,128		356,212		1,488,404	$	16,997,579	$	6,631	$	-	$	1,595,494
MML Concentrated Growth Fund, Class I		472,301		17,086		158,019		331,368		2,346,084		16,911		-		311,300
MML Equity Fund, Initial Class		465,793		162,442		112,824		515,411		9,542,240		167,646		-		669,335
MML Equity Income Fund, Initial Class		2,116,781		670,643		777,001		2,010,423		18,495,887		323,622		-		2,689,965
MML Foreign Fund, Initial Class		672,297		350,765		125,231		897,831		7,299,365		129,282		-		224,394
MML Fundamental Value Fund, Class II		900,301		791,391		197,120		1,494,572		16,260,944		-		18,405		47,182
MML Global Fund, Class I		756,595		316,475		143,101		929,969		7,458,349		64,265		-		350,836
MML High Yield Fund, Class II		880,170		268,312		108,887		1,039,595		10,427,140		696,920		-		79,849
MML Income & Growth Fund, Initial Class		-		389,176		-		389,176		3,331,347		-		-		-
MML Inflation-Protected and Income Fund, Initial Class		1,356,296		423,749		673,289		1,106,756		12,794,099		760,543		-		1,021,896
MML Large Cap Growth Fund, Initial Class		765,936		516,267		222,161		1,060,042		10,642,817		17,934		-		189,351
MML Managed Bond Fund, Initial Class		5,944,671		1,302,201		798,542		6,448,330		83,761,803		2,794,876		1,361,847		629,593
MML Mid Cap Growth Fund, Initial Class		552,436		189,287		131,729		609,994		7,368,725		-		-		846,979
MML Mid Cap Value Fund, Initial Class		935,750		314,840		164,259		1,086,331		11,047,991		214,917		-		717,021
MML Money Market Fund, Initial Class		67,158		2		-		67,160		67,095		1		1		-
MML PIMCO Total Return Fund, Class II		2,245,472		2,247,062		292,523		4,200,011		42,546,115		51,237		-		8,974
MML Short-Duration Bond Fund, Class II		2,729,666		802,341		422,467		3,109,540		31,872,781		520,684		216,692		93,221
MML Small Cap Growth Equity Fund, Initial Class		173,810		131,092		62,605		242,297		3,888,989		-		150,955		334,334
MML Small Company Value Fund, Class II		367,303		153,112		76,189		444,226		7,480,760		-		94,224		352,673
MML Small/Mid Cap Equity Fund, Initial Class		331,325		83,812		161,228		253,909		1,921,094		20,687		289,988		416,882

59

Notes to Financial Statements (Continued)

	Number of Shares Held as of 12/31/10		Purchases		Sales		Number of Shares Held as of 12/31/11		Value as of 12/31/11		Dividend Income		Realized Gains Distributions		Net Realized Gain (Loss)
Conservative Allocation Fund (Continued)
Oppenheimer Capital Appreciation Fund, Non-Service Shares*		104,974		2,894		28,748		79,120	$	3,145,023	$	12,718	$	-	$	157,526
Oppenheimer Global Securities Fund, Non-Service Shares*		198,983		69,116		52,547		215,552		5,919,048		65,217		-		747,263
Oppenheimer Global Strategic Income Fund, Non-Service Shares*		3,928,258		1,376,005		681,390		4,622,873		24,871,055		727,586		279,696		537,217
Oppenheimer International Growth Fund, Non-Service Shares*		3,550,624		738,157		951,162		3,337,619		5,740,704		56,015		-		745,150
									$	345,227,034	$	6,647,692	$	2,411,808	$	12,766,435
Growth Allocation Fund
MML Blue Chip Growth Fund, Initial Class		12,108,300		419,435		1,240,478		11,287,257	$	128,900,473	$	51,397	$	-	$	6,493,398
MML Concentrated Growth Fund, Class I		4,578,616		29,589		557,044		4,051,161		28,682,217		199,723		-		1,216,392
MML Equity Fund, Initial Class		4,223,305		174,693		509,166		3,888,832		71,997,198		1,300,231		-		1,207,453
MML Equity Income Fund, Initial Class		14,053,293		1,133,315		1,729,389		13,457,219		123,806,411		2,167,920		-		2,168,680
MML Foreign Fund, Initial Class		4,285,940		694,032		199,751		4,780,221		38,863,197		756,115		-		418,850
MML Fundamental Value Fund, Class II		5,376,391		1,274,576		162,943		6,488,024		70,589,701		-		83,532		126,065
MML Global Fund, Class I		4,644,460		662,678		313,413		4,993,725		40,049,677		379,615		-		777,624
MML High Yield Fund, Class II		2,124,287		458,560		246,557		2,336,290		23,432,990		1,681,870		-		154,870
MML Income & Growth Fund, Initial Class		-		562,338		-		562,338		4,813,611		-		-		-
MML Inflation-Protected and Income Fund, Initial Class		2,652,102		465,686		1,030,227		2,087,561		24,132,207		1,503,147		-		1,697,021
MML Large Cap Growth Fund, Initial Class		6,025,075		1,286,238		278,169		7,033,144		70,612,768		142,602		-		323,050
MML Managed Bond Fund, Initial Class		9,241,017		1,028,151		1,462,024		8,807,144		114,402,061		4,174,592		2,219,736		1,188,377
MML Mid Cap Growth Fund, Initial Class		5,459,474		547,857		331,676		5,675,655		68,561,913		-		-		491,172
MML Mid Cap Value Fund, Initial Class		6,607,832		822,082		398,951		7,030,963		71,504,894		1,367,552		-		522,475
MML Money Market Fund, Initial Class		158,873		5		-		158,878		158,723		3		2		-
MML PIMCO Total Return Fund, Class II		3,920,769		1,945,827		467,649		5,398,947		54,691,332		65,045		-		77,101
MML Short-Duration Bond Fund, Class II		6,602,842		752,953		1,781,407		5,574,388		57,137,476		1,126,186		535,676		432,219
MML Small Cap Growth Equity Fund, Initial Class		2,168,417		526,904		112,499		2,582,822		41,455,581		-		1,611,937		1,039,279
MML Small Company Value Fund, Class II		3,213,305		113,440		326,951		2,999,794		50,516,525		-		715,066		1,204,757
MML Small/Mid Cap Equity Fund, Initial Class		1,476,068		165,620		751,245		890,443		6,737,160		86,223		1,023,713		2,663,814
MML Strategic Emerging Markets Fund, Class II		-		135,330		-		135,330		1,276,163		8,184		55,757		-
Oppenheimer Capital Appreciation Fund, Non-Service Shares*		954,235		3,220		184,002		773,453		30,744,758		135,888		-		2,328,332
Oppenheimer Global Securities Fund, Non-Service Shares*		1,269,361		215,310		86,553		1,398,118		38,392,324		471,362		-		992,536
Oppenheimer Global Strategic Income Fund, Non-Service Shares*		6,463,298		1,480,316		1,290,469		6,653,145		35,793,920		1,259,633		484,223		1,447,580
Oppenheimer International Growth Fund, Non-Service Shares*		41,402,584		3,405,862		5,723,577		39,084,869		67,225,974		737,594		-		3,815,929
									$	1,264,479,254	$	17,614,882	$	6,729,642	$	30,786,974
Moderate Allocation Fund
MML Blue Chip Growth Fund, Initial Class		7,803,107		936,074		855,948		7,883,233	$	90,026,523	$	36,315	$	-	$	4,583,198
MML Concentrated Growth Fund, Class I		2,678,387		17,108		410,324		2,285,171		16,179,007		115,476		-		1,166,101
MML Equity Fund, Initial Class		3,103,730		170,088		563,913		2,709,905		50,170,739		916,113		-		1,214,495
MML Equity Income Fund, Initial Class		9,233,282		1,400,572		1,069,063		9,564,791		87,996,079		1,506,714		-		2,437,586
MML Foreign Fund, Initial Class		3,429,826		965,686		117,262		4,278,250		34,782,168		657,696		-		222,543
MML Fundamental Value Fund, Class II		3,499,114		1,877,984		72,374		5,304,724		57,715,395		-		65,388		36,009
MML Global Fund, Class I		2,549,705		1,155,888		117,969		3,587,624		28,772,743		220,205		-		300,037
MML High Yield Fund, Class II		2,160,608		674,461		174,353		2,660,716		26,686,980		1,825,756		-		118,547
MML Income & Growth Fund, Initial Class		-		1,409,629		-		1,409,629		12,066,421		-		-		-

60

Notes to Financial Statements (Continued)

	Number of Shares Held as of 12/31/10		Purchases		Sales		Number of Shares Held as of 12/31/11		Value as of 12/31/11		Dividend Income		Realized Gains Distributions		Net Realized Gain (Loss)
Moderate Allocation Fund (Continued)
MML Inflation-Protected and Income Fund, Initial Class		3,023,495		1,336,630		2,456,430		1,903,695	$	22,006,712	$	1,918,698	$	-	$	3,496,474
MML Large Cap Growth Fund, Initial Class		3,704,163		1,918,706		114,675		5,508,194		55,302,270		98,018		-		121,007
MML Managed Bond Fund, Initial Class		12,576,096		2,544,437		1,368,522		13,752,011		178,634,344		5,990,456		3,020,664		1,420,562
MML Mid Cap Growth Fund, Initial Class		3,671,071		616,595		381,916		3,905,750		47,181,465		-		-		692,166
MML Mid Cap Value Fund, Initial Class		3,089,803		1,891,232		146,313		4,834,722		49,169,126		765,971		-		184,051
MML Money Market Fund, Initial Class		137,401		4		-		137,405		137,271		2		2		-
MML PIMCO Total Return Fund, Class II		4,929,287		4,928,374		765,854		9,091,807		92,100,010		107,411		-		84,524
MML Short-Duration Bond Fund, Class II		7,314,449		1,686,639		690,981		8,310,107		85,178,598		1,438,527		625,266		179,300
MML Small Cap Growth Equity Fund, Initial Class		1,114,821		598,955		59,300		1,654,476		26,555,160		-		929,706		520,657
MML Small Company Value Fund, Class II		1,899,936		299,988		260,037		1,939,887		32,667,698		-		457,831		841,042
MML Small/Mid Cap Equity Fund, Initial Class		1,156,985		188,566		587,811		757,740		5,733,120		72,233		866,067		1,929,929
MML Strategic Emerging Markets Fund, Class II		-		171,912		-		171,912		1,621,126		9,981		67,998		-
Oppenheimer Capital Appreciation Fund, Non-Service Shares*		552,765		1,854		158,711		395,908		15,737,341		78,259		-		1,744,303
Oppenheimer Global Securities Fund, Non-Service Shares*		981,811		231,005		83,357		1,129,459		31,014,951		364,404		-		885,831
Oppenheimer Global Strategic Income Fund, Non-Service Shares*		8,700,187		3,498,770		1,462,680		10,736,277		57,761,173		1,741,018		669,275		1,574,904
Oppenheimer International Growth Fund, Non-Service Shares*		21,349,832		4,285,679		1,449,517		24,185,994		41,599,910		378,364		-		995,946
									$	1,146,796,330	$	18,241,617	$	6,702,197	$	24,749,212

* Fund advised by OppenheimerFunds, Inc.

8. Indemnifications

Under the Funds’ organizational documents, current and former Trustees and Officers are provided with specified rights to 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.

9. New Accounting Pronouncements

In April and May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-03, “Reconsideration of Effective Control for Repurchase Agreements” (“ASU 2011-03”) and Accounting Standards Update No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”), respectively. ASU 2011-03 amends FASB Accounting Standards Codification Topic 860, “Transfers and Servicing,” specifically the criteria required to determine whether a repurchase or other similar agreement or a dollar roll transaction should be accounted for as sales of financial assets or secured borrowings with commitments. ASU 2011-04, which is the result of the work by the FASB and the International Accounting Standards Board to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP, amends FASB Accounting Standards Codification Topic 820, “Fair Value Measurement,” primarily expanding existing disclosure requirements for fair value measurements. ASU 2011-03 and ASU 2011-04 are each effective for fiscal years and interim periods beginning after December 15, 2011. Management is currently evaluating the implications of these changes and their impact on the financial statements.

61

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MML Series Investment Fund and Shareholders of MML Aggressive Allocation Fund, MML Balanced Allocation Fund, MML Conservative Allocation Fund, MML Growth Allocation Fund, MML Moderate Allocation Fund, MML American Funds Core Allocation Fund, MML American Funds Growth Fund, and MML American Funds International Fund (collectively, the “Funds”):

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of the Funds as of December 31, 2011, 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 periods presented. These financial statements and financial highlights are the responsibility of the Funds’ 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 Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included 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 on the effectiveness of the Funds’ 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 significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011, 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.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2011, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 22, 2012

62

Trustees and Officers (Unaudited)

The following table lists the Trust’s Trustees and Officers as of December 31, 2011; 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 Series Investment Fund, 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 H. Ayers Age: 69	Chairman Trustee	Since 2010 Since 1999	Retired.	68	Director (2008-2011), Celera Corporation; Director (1996-2008), Applera Corporation; Director (2002-2006), Instron Corporation; Chairman (since 2010), Trustee (since 1996), MassMutual Select Funds (open-end investment company).
Allan W. Blair Age: 63	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.	68	Director (2001-2007), Future Works, Inc.; Trustee (since 2003), MassMutual Select Funds (open-end investment company).
R. Alan Hunter, Jr. Age: 65	Trustee	Since 2003	Retired.	68	Director (since 2007), Actuant Corporation; Trustee (since 2003), MassMutual Select Funds (open-end investment company).
F. William Marshall, Jr. Age: 69	Trustee	Since 1996	Retired; Consultant (1999-2009).	104***	Trustee (since 2000), Denver Board – Oppenheimer Funds; Trustee (since 1996), MassMutual Select Funds (open-end investment company).
Susan B. Sweeney Age: 59	Trustee	Since 2009	Senior Vice President and Chief Investment Officer (since 2010), Selective Insurance Group (property and casualty company); Senior Managing Director (2008-2010), Ironwood Capital (private equity firm); Chief Investment Officer, Pension Fund (2002-2007), Office of the Treasurer of the State of Connecticut.	68	Trustee (since 2009), MassMutual Select Funds (open-end investment company).

63

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: 66	Trustee Vice Chairman	Since 2003 (2005-2007)	Retired.	70^^	Director (since 2006), Jefferies Group, Inc. (investment bank); Director (2007-2011), Scottish Re Group Ltd.; Director (2003-2010), Alabama Aircraft Industries, Inc.; Trustee (since 2003), Babson Capital Corporate Investors (formerly known as MassMutual Corporate Investors) (closed-end investment company); Trustee (since 2003), Babson Capital Participation Investors (formerly known as MassMutual Participation Investors) (closed-end investment company); Director (2005-2006), York Enhanced Strategies Fund (closed-end investment company); Trustee (since 2003), Vice Chairman (2005-2007), MassMutual Select Funds (open-end investment company).
Elaine A. Sarsynski^^^ Age: 56	Trustee	Since 2008	Executive Vice President (since 2006), Senior Vice President and Chief Administrative Officer (2005-2006), MassMutual.	100	Trustee (since 2008), MassMutual Select Funds (open-end investment company); Vice Chairperson and Trustee (since 2011), MassMutual Premier Funds (open-end investment company); Vice Chairperson and Trustee (since 2011), MML Series Investment Fund II (open-end investment company).

64

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: 49	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).	42
Michael C. Eldredge Age: 47	Vice President	Since 2009	Vice President (since 2008), MassMutual; Vice President (2005-2008), ING; Vice President (since 2009), MassMutual Select Funds (open-end investment company); Vice President (since 2009), MassMutual Premier Funds (open-end investment company); Vice President (since 2009), MML Series Investment Fund II (open-end investment company).	100
Andrew M. Goldberg Age: 45	Vice President, Secretary, and Chief Legal Officer Assistant Secretary	Since 2008 (2001- 2008)	Assistant Vice President and Counsel (since 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).	100
Nicholas H. Palmerino Age: 46	Chief Financial Officer and Treasurer	Since 2006	Assistant Vice President (since 2006), MassMutual; Vice President (2006), Consultant (2005-2006), JP Morgan Chase Worldwide Securities Services; 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).	100
Philip S. Wellman Age: 47	Vice President and Chief Compliance Officer	Since 2007	Vice President, Associate General Counsel, and Chief Compliance Officer (Mutual Funds and Investment Advisory) (since 2008), Vice President, Associate General Counsel, and Chief Compliance Officer (Mutual Funds) (2007-2008), 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).	100
Eric H. Wietsma Age: 45	Vice President	Since 2006	Senior Vice President (since 2010), Corporate Vice President (2007-2010), Vice President (2005-2007), MassMutual; 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).	100

65

Trustees and Officers (Unaudited) (Continued)

* 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 or her successor or until he or she 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.

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.

*** Denver Board — 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.

^^ Babson Capital Participation Investors and Babson Capital 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.

66

Federal Tax Information (Unaudited)

For corporate shareholders, a portion of the ordinary dividends paid during the Fund(s)’ year ended December 31, 2011, qualified for the dividends received deduction, as follows:

	Dividends Received Deductions
Aggressive Allocation Fund		45.01%
Balanced Allocation Fund		24.20%
Conservative Allocation Fund		6.55%
Growth Allocation Fund		42.56%
Moderate Allocation Fund		28.70%
American Funds Core Allocation Fund		60.90%
American Funds Growth Fund		100.00%

67

Other Information (Unaudited)

Proxy Voting

A description of the policies and procedures that each Fund’s investment adviser uses 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 SEC’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/funds and on the SEC’s website at http://www.sec.gov.

Quarterly Reporting

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 and 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.

Trustees’ Approval of Investment Advisory Contracts

At their meeting in August 2011, the Board of Trustees (the “Trustees”), including the Trustees who are not “interested persons” (as such term is defined in the 1940 Act) of the Trust or MassMutual (the “Independent Trustees”), approved amended and restated investment management agreements with MassMutual for each of the Funds (“Amended and Restated Investment Management Agreements”), subject to approval by the shareholders of the Funds. In preparation for the meeting, the Trustees requested, and MassMutual provided in advance, certain materials relevant to the consideration of the Amended and Restated Investment Management Agreements (the “Materials”). In all of their deliberations, the Trustees were advised by independent counsel.

In approving the Amended and Restated Investment Management Agreements, the Trustees considered the Materials and information discussed with representatives of MassMutual at the meeting, as well as the fact that many of the provisions in the Amended and Restated Investment Management Agreements are intended to conform to comparable provisions contained in the form of investment management agreement MassMutual expects to propose for all new mutual funds to be advised by it. The Trustees noted that since their most recent approval of the Funds’ current investment management agreements, there had been no material adverse change relating to MassMutual and the nature or quality of services provided by MassMutual to the Funds. The Trustees also noted that the Amended and Restated Investment Management Agreements clarified the nature of MassMutual’s obligations to the Funds, particularly in cases where a sub-administrator has been appointed, and the standard of care applicable to MassMutual’s performance of its obligations to the Funds. The Trustees further considered that no change was being proposed to the advisory fee paid by each Fund to MassMutual, and that MassMutual does not anticipate that the Funds’ expenses will change or increase, as applicable, in any material amount as a result of this proposed change.

In reviewing the contracts, the Trustees considered a number of factors they believed to be relevant to the interests of shareholders of the Funds, including: (i) the financial condition, stability, and business strategy of MassMutual; (ii) the ability of MassMutual with respect to regulatory compliance and its ability to monitor compliance with the investment policies of the Funds; (iii) MassMutual’s ability to provide investment oversight and administrative and shareholder services to the Funds; and (iv) the experience and qualifications of the personnel of MassMutual that perform, or oversee the performance of, the services provided to the Funds and the needs of the Funds for administrative and shareholder services.

Prior to the votes being taken to approve the Amended and Restated Investment Management Agreements, the Independent Trustees met separately in executive session to discuss the appropriateness of such contracts. 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.

Based on the foregoing, the Trustees concluded that: (i) overall, they were satisfied with the nature, extent, and quality of services expected to be provided under the Amended and Restated Investment Management Agreements, including the anticipated level of MassMutual’s oversight of the Funds; and (ii) the terms of the Amended and Restated Investment Management Agreements are fair and reasonable with respect to each Fund and are in the best interest of each Fund’s shareholders. The Trustees also determined that, in light of the nature of the proposed changes, it was not necessary to evaluate the Funds’ investment performance and whether the Funds’ fees reflected future expected economies of scale. After carefully considering the information summarized above, the Trustees, including the Independent Trustees voting separately, unanimously voted to approve the Amended and Restated Investment Management Agreements.

The Amended and Restated Investment Management Agreements became effective on December 15, 2011.

68

Other Information (Unaudited) (Continued)

Submission of Matters to a Vote of Security Holders

A Special Meeting of Shareholders of the Trust was held on December 15, 2011. Notice of the meeting, and a Proxy Statement, were distributed on or about November 4, 2011 to shareholders of record as of September 30, 2011. The results of the vote on the matters submitted to shareholders at the Special Meeting are as follows:

Proposal 1: To elect Richard H. Ayers, Allan W. Blair, Nabil N. El-Hage, Maria D. Furman, R. Alan Hunter, Jr., Robert E. Joyal, F. William Marshall, Jr., C. Ann Merrifield, Susan B. Sweeney, and Elaine A. Sarsynski as Trustees for an indefinite term of office.*

This matter was approved by the Trust’s shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Withhold		% of Shares Outstanding
Richard H. Ayers		765,495,692.880		733,539,199.436		94.864		31,956,493.444		4.133
Allan W. Blair		765,495,692.880		735,085,087.870		95.064		30,410,605.010		3.933
Nabil N. El-Hage		765,495,692.880		732,560,039.951		94.737		32,935,652.929		4.260
Maria D. Furman		765,495,692.880		735,207,544.500		95.080		30,288,148.380		3.917
R. Alan Hunter, Jr.		765,495,692.880		734,349,593.714		94.969		31,146,099.166		4.028
Robert E. Joyal		765,495,692.880		734,203,180.707		94.950		31,292,512.173		4.047
F. William Marshall, Jr.		765,495,692.880		733,163,357.565		94.815		32,332,335.315		4.182
C. Ann Merrifield		765,495,692.880		735,368,777.111		95.100		30,126,915.769		3.897
Susan B. Sweeney		765,495,692.880		735,078,542.652		95.063		30,417,150.228		3.934
Elaine A. Sarsynski		765,495,692.880		735,169,290.791		95.075		30,326,402.089		3.922

* Denotes Trust-wide proposal and voting results.

Proposal 2: To approve an Amended and Restated Agreement and Declaration of Trust.

This matter was approved by shareholders of each series of the Trust. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
American Funds Growth Fund		4,777,578.788		4,398,565.075		92.067		171,700.410		3.594		207,313.303		4.339
American Funds International Fund		3,627,749.084		3,335,814.042		91.953		153,395.610		4.228		138,539.432		3.819
American Funds Core Allocation Fund		34,326,092.638		30,620,460.982		89.205		645,334.954		1.880		3,060,296.702		8.915
Conservative Allocation Fund		32,675,787.199		29,353,521.844		89.815		1,107,729.686		3.390		2,214,535.669		6.775
Balanced Allocation Fund		36,783,365.575		31,243,845.487		84.909		2,246,358.499		6.105		3,293,161.589		8.950
Moderate Allocation Fund		110,794,227.293		95,916,431.724		86.572		7,611,725.899		6.870		7,266,069.670		6.558
Growth Allocation Fund		134,140,849.947		121,618,787.335		90.665		6,618,023.630		4.934		5,904,038.982		4.401
Aggressive Allocation Fund		7,586,305.024		5,296,449.078		69.658		1,048,840.992		13.794		1,241,014.954		16.322

Proposal 3: To approve an amended and restated investment management agreement.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
American Funds Growth Fund		4,777,578.788		4,515,310.215		94.510		56,085.311		1.174		206,183.262		4.316
American Funds International Fund		3,627,749.084		3,426,679.622		94.457		52,424.698		1.446		148,644.764		4.097
American Funds Core Allocation Fund		34,326,092.638		30,592,979.480		89.125		625,968.118		1.823		3,107,145.040		9.052

69

Other Information (Unaudited) (Continued)

Proposal 4: To approve an amended and restated investment management agreement under which MassMutual provides both investment management and administrative services.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Conservative Allocation Fund		32,675,787.199		29,242,509.212		89.475		1,200,080.927		3.672		2,233,197.060		6.833
Balanced Allocation Fund		36,783,365.575		31,060,240.017		84.410		2,271,966.794		6.175		3,451,158.764		9.379
Moderate Allocation Fund		110,794,227.293		96,258,543.012		86.880		6,738,896.244		6.083		7,796,788.037		7.037
Growth Allocation Fund		134,140,849.947		121,109,688.486		90.285		5,698,541.952		4.249		7,332,619.509		5.466
Aggressive Allocation Fund		7,586,305.024		5,296,449.078		69.658		1,048,840.992		13.794		1,241,014.954		16.322

Proposal 9.E: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to investment in commodities and commodity contracts.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
American Funds Growth Fund		4,777,578.788		4,358,692.811		91.232		200,609.312		4.199		218,276.665		4.569
American Funds International Fund		3,627,749.084		3,319,861.109		91.513		104,105.920		2.870		203,782.055		5.617
American Funds Core Allocation Fund		34,326,092.638		30,138,888.257		87.802		1,296,888.848		3.778		2,890,315.533		8.420
Conservative Allocation Fund		32,675,787.199		29,217,864.054		89.400		1,042,124.187		3.189		2,415,798.958		7.391
Balanced Allocation Fund		36,783,365.575		31,849,180.468		86.554		2,754,142.374		7.485		2,180,042.733		5.925
Moderate Allocation Fund		110,794,227.293		94,437,573.740		85.237		7,667,189.408		6.920		8,689,464.145		7.843
Growth Allocation Fund		134,140,849.947		120,138,514.772		89.561		7,643,794.448		5.699		6,358,540.727		4.740
Aggressive Allocation Fund		7,586,305.024		4,555,693.464		59.916		1,795,461.824		23.613		1,235,149.736		16.245

Proposal 9.G: To approve an amendment of certain Funds’ fundamental investment restriction with respect to concentrating investments in an industry.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
American Funds Growth Fund		4,777,578.788		4,360,034.282		91.260		209,516.228		4.386		208,028.278		4.354
American Funds International Fund		3,627,749.084		3,317,797.187		91.456		106,169.842		2.927		203,782.055		5.617
American Funds Core Allocation Fund		34,326,092.638		29,936,289.077		87.211		1,342,638.872		3.912		3,047,164.689		8.877
Conservative Allocation Fund		32,675,787.199		28,985,315.940		88.688		1,324,189.036		4.052		2,366,282.223		7.240
Balanced Allocation Fund		36,783,365.575		31,941,026.137		86.804		2,662,296.705		7.235		2,180,042.733		5.925
Moderate Allocation Fund		110,794,227.293		94,551,473.046		85.340		7,684,572.253		6.936		8,558,181.994		7.724
Growth Allocation Fund		134,140,849.947		119,724,283.687		89.253		8,054,330.920		6.004		6,362.235.340		4.743
Aggressive Allocation Fund		7,586,305.024		4,555,693.464		59.916		1,795,461.824		23.613		1,235,149.736		16.245

70

Other Information (Unaudited) (Continued)

Fund Expenses December 31, 2011

Expense Examples:

The following information is in regards to expenses for the six months ended December 31, 2011:

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, 2011.

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*
Aggressive Allocation Fund
Initial Class	$	1,000		0.21	%	$	929.10	$	1.02	$	1,024.10	$	1.07
Service Class		1,000		0.46	%		928.10		2.24		1,022.90		2.35
Balanced Allocation Fund
Initial Class		1,000		0.13	%		972.20		0.65		1,024.60		0.66
Service Class		1,000		0.38	%		971.10		1.89		1,023.30		1.94
Conservative Allocation Fund
Initial Class		1,000		0.13	%		983.90		0.65		1,024.60		0.66
Service Class		1,000		0.38	%		982.70		1.90		1,023.30		1.94
Growth Allocation Fund
Initial Class		1,000		0.12	%		946.40		0.59		1,024.60		0.61
Service Class		1,000		0.37	%		945.00		1.81		1,023.30		1.89

71

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*
Moderate Allocation Fund
Initial Class	$	1,000		0.12	%	$	962.60	$	0.59	$	1,024.60	$	0.61
Service Class		1,000		0.37	%		961.70		1.83		1,023.30		1.89
American Funds Core Allocation Fund
Service Class I		1,000		0.75	%		965.30		3.72		1,021.40		3.82
American Funds Growth Fund
Service Class I**		1,000		1.04	%		901.10		4.98		1,020.00		5.30
American Funds International Fund
Service Class I**		1,000		1.23	%		822.60		5.65		1,019.00		6.26

* Expenses are calculated using the annualized expense ratio for the six months ended December 31, 2011, 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.

** The annualized expense ratio reflects the expenses of both the Feeder Fund and the Master Fund in which it invests.

72

Distributor

MML Distributors, LLC

1295 State Street

Springfield, MA 01111-0001

^© 2012 Massachusetts Mutual Life Insurance Company, Springfield, MA 01111-0001. 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.

L4540b    112 CRN201303-156807

Table of Contents

President’s Letter to Shareholders	1
Economic and Market Review	3
Portfolio Manager Reports	6
Portfolio of Investments
MML Asset Allocation Fund	45
MML Concentrated Growth Fund	52
MML Equity Income Fund	54
MML Foreign Fund	57
MML Global Fund	60
MML Growth & Income Fund	62
MML Income & Growth Fund	64
MML Large Cap Growth Fund	67
MML Mid Cap Growth Fund	69
MML Mid Cap Value Fund	72
MML Small Cap Index Fund	75
MML Small Company Value Fund	83
MML Small/Mid Cap Value Fund	86
Statements of Assets and Liabilities	90
Statements of Operations	98
Statements of Changes in Net Assets	102
Financial Highlights	110
Notes to Financial Statements	117
Report of Independent Registered Public Accounting Firm	145
Trustees and Officers (Unaudited)	146
Federal Tax Information (Unaudited)	150
Other Information (Unaudited)
Proxy Voting	151
Quarterly Reporting	151
Trustees’ Approval of Investment Advisory Contracts	151
Submission of Matters to a Vote of Security Holders	153
Fund Expenses	157

This material must be preceded or accompanied by a current prospectus (or summary prospectus, if available) 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 (or summary prospectus, if available). Read it carefully before investing.

MML Series Investment Fund – President’s Letter to Shareholders

To Our Shareholders

Richard J. Byrne

“MassMutual focuses on the long term and encourages retirement investors to do the same – and to keep an appropriate perspective despite short-term changes in the markets or day-to-day events that may seem unsettling. As we observed again in 2011, financial markets can be extremely volatile, but it is important to remember that changing market conditions have the potential to reward patient investors.”

December 31, 2011

Retirement investors face ongoing market volatility

I am pleased to present you with the MML Series Investment Fund Annual Report, covering the year ended December 31, 2011. The year posed ongoing challenges for many investors, with periods of high volatility driven by ongoing fiscal instability and geopolitical unrest in certain regions characterizing much of the period.

In MassMutual’s view, the uncertain market environment we witnessed in 2011 underscores the importance of maintaining a long-term investment plan designed to suit your investment time horizon and tolerance for risk and monitoring. We also believe in the value of making changes to your plan when appropriate, but not in response to short-term changes in the markets or the economic climate.

Suggestions for retirement investors under any market conditions

Be in it for the long term

History has shown that while markets tend to react negatively to unexpected shocks or unfavorable news, they also have the potential to regain value quickly. Remember, just like any other asset, if you’re holding an investment that has fallen in price, you don’t realize a loss until you sell it. In fact, during market lows, you can often buy quality investments at more reasonable prices than when markets are rallying.

Continue to invest

Sophisticated investors and financial professionals know that individuals who can weather down periods in the market may be rewarded if they continue to invest when shares are trading at lower prices, especially relative to investors who do not continue to invest during down markets.*

Monitor your asset allocation and diversify

Stocks, bonds, and short-term/money market investments are asset classes that typically behave differently depending upon the economic and market environment. These broad asset classes contain an even greater array of asset sub-categories (such as small-cap stocks, international stocks, and high-yield bonds). Most financial professionals agree that investors can help themselves take advantage of different opportunities in the market and reduce their risk of over-exposure to one or two poorly performing asset types by selecting a number of investments that represent a mix of asset classes and sub-categories.*

Keep it in the proper perspective

We believe doing business with MassMutual is the sign of a good decision. MassMutual focuses on the long term and encourages retirement investors to do the same – and to keep an appropriate perspective despite short-term changes in the markets or day-to-day events that may seem unsettling. As we observed again in 2011, financial markets can be extremely volatile, but it is important to remember that changing market conditions have the potential to reward patient investors.

* Systematic investing and asset allocation do not ensure a profit or protect against loss in a declining market. Systematic investing involves continuous investment in securities regardless of fluctuating price levels. Investors should consider their ability to continue investing through periods of low price levels.

(Continued)

1

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

This could be an ideal time to contact your financial professional to help you evaluate and fine-tune your retirement-planning strategy, taking into consideration your investment time frame and risk tolerance. Your financial professional can also help you ensure you’re on track to reach your retirement income goals.

Thank you for your continued confidence and trust in MassMutual.

Sincerely,

Richard J. Byrne

President

The information provided is the opinion of MassMutual Retirement Services Investment Services as of 1/1/12 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.

2

MML Series Investment Fund – Economic and Market Review

December 31, 2011

Financial markets produce mixed results amid continued volatility; bright spots emerge

Stocks and bonds in the United States produced mixed results for 2011. One-year performance numbers masked a great deal of volatility throughout the period, as political and economic problems worldwide kept investors on edge for much of the year. Foreign equity markets trailed their U.S. counterparts, with ongoing problems on the world stage driving international stocks into negative territory for the year.

Certain economic indicators continued to concern economists during the period, but the U.S. economic outlook appeared to improve somewhat. Unemployment remained stubbornly high, although there were some bright spots in certain data releases. The housing market mainly continued to struggle but gained some ground later in the year. Home prices throughout the country generally continued their decline and ran in lockstep with reduced volume in contract signings, but some positive signals drove optimism in parts of the country, particularly the South and West, and provided some encouragement to sellers in the otherwise challenging real estate environment. In 2011, the price of oil started at approximately $90 per barrel, rose steadily and peaked in April at more than $116, and finished the year at about $103.

The Federal Reserve (the “Fed”) kept interest rates at historically low levels, with the federal funds rate remaining at 0.0% to 0.25%, in an ongoing attempt to stimulate the economy. (The federal funds rate is the interest rate that banks and other financial institutions charge each other for borrowing funds overnight.) The Fed reaffirmed its intention to keep the federal funds rate exceptionally low for an “extended period” repeatedly in 2011, pledging to keep short-term rates low at least until mid-2013. Fed efforts to stimulate the economy included a second round of quantitative easing via targeted bond purchases (known as QE2), which had begun in November 2010 and ended along with the second quarter in June 2011. Additionally, in October 2011, the Fed implemented “Operation Twist,” which further aims to boost economic growth by causing long-term interest rates to decline. The plan involves shifting some of the central bank’s holdings from shorter-maturity Treasuries to those with longer maturities.

The United States government’s long-term fiscal situation garnered increasingly frequent headlines focused on the budget and the ongoing debate over where to cut federal spending. Partisan Congressional wrangling over the debt ceiling increase in the summer of 2011 contributed to an already volatile market environment, and an overall lack of progress on economic matters by U.S. legislators left investors with little confidence that the current Congress will reach an agreement about any significant legislation likely to benefit the U.S. economy.

Market performance

In this environment of market volatility, bonds and equities turned in mixed performances for the year ended December 31, 2011, with bonds generally outperforming stocks. The Dow Jones Industrial Average^SM (the “Dow”), a well-known measure of blue-chip stock performance, advanced 5.53%. The S&P 500^® Index (the “S&P 500”), which measures the progress of large-capitalization stocks in the U.S., returned a more modest 2.11%. On the negative side, the small-capitalization Russell 2000^® Index dropped 4.18%, while technology stock benchmark the NASDAQ Composite^® Index (“NASDAQ”) declined 1.80%. Worldwide equity markets saw even steeper losses, as the MSCI^® EAFE^® Index, a barometer for foreign stocks in developed markets, dropped 12.14%. The MSCI Emerging Markets Index, a measure of the performance of emerging stock markets throughout the world, fell 18.42%.

Fixed-income benchmarks substantially outperformed most equity counterparts during the year. The Barclays Capital U.S. Aggregate Bond Index, a broad measure of the U.S. investment-grade bond markets, gained 7.84%. Treasury bills gained just 0.08%, as measured by the Citigroup 3-Month Treasury Bill Index. In addition, the Barclays Capital U.S. 1-3 Year Government Bond Index, which measures the performance of short-term U.S. government bonds, returned 1.56%. The standout in the fixed-income arena was the Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), a measure of the broad performance of U.S. Treasury inflation-indexed bonds, which advanced 13.56% for the year.*

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

3

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

First quarter of 2011 presents mixed financial news

Despite considerable volatility later in the first quarter of 2011, stock prices advanced in the midst of conflicts in the Middle East and the catastrophic one-two-three punch of an earthquake, tsunami, and nuclear accident in Japan. Share prices received some support from the Fed’s second round of quantitative easing, and from further improvements in some U.S. economic data, which indicated continued modest growth and a reduction in unemployment.

Reports released during the first quarter of 2011 indicated that the U.S. economy had grown 3.1% during the fourth quarter of 2010. There was also some progress on the jobs front, with unemployment falling from 9.4% in December 2010 to 8.9% in February 2011, the last month for which data became available during the quarter. That said, unemployment continued to remain stubbornly high. Finally, numerous data releases showed that the housing market continued to be depressed.

Bonds outperform stocks in the second quarter as challenges continue

In the second quarter of 2011, bonds outperformed their equity counterparts in the U.S., as stock investors exhibited fresh concerns over the sustainability of the U.S. economic recovery and a possible resolution of Greece’s fiscal woes. In the bond market, Treasury yields declined (and prices rallied) as investors grew more pessimistic about the prospects for U.S. economic growth. The yield of the bellwether 10-year Treasury note fell, reflecting investors’ preference for the safety of U.S. Treasuries over riskier investments in the more challenging market environment. Bond prices move in the opposite direction of interest rates (or yields); when yields rise, the prices of existing bonds fall – and vice versa.

Second-quarter report releases indicated that the U.S. economy had grown at a 1.9% annual pace in the first quarter of 2011, which was slightly better than early forecasts, but weaker than the previous quarter. The economy typically expands by more than 3% annually during an economic recovery, the pace that economists consider necessary to bring down unemployment. Unfortunately, the unemployment figures for May, released early in June, showed a bump up to 9.1% from 9.0%, while non-farm payrolls increased by just 54,000, compared with 232,000 during April.

Third quarter: Bonds again outpace stocks; Fed announces new initiative

The U.S. stock market had a challenging third quarter, with most widely followed market indexes suffering double-digit losses. Worsening economic news in the U.S. and abroad, a downgrade of the U.S. sovereign credit rating, and Greece’s seemingly inexorable slide toward a default on its loans were key factors undermining investor sentiment. On August 1, Congress agreed to raise the U.S. debt ceiling and approved some deficit-reduction measures – narrowly missing an August 2 deadline that would have forced the nation into default. Shortly thereafter, citing Congress’s “political brinksmanship,” Standard & Poor’s lowered its credit rating for the United States from AAA to AA+, which triggered a wave of stock selloffs in the U.S. Another factor hampering stocks was a large downward revision in first-quarter economic growth in the U.S., as measured by gross domestic product (“GDP”), from 1.9% to 0.4%. The Fed announced that the $400 billion Operation Twist would begin in October. Unemployment for August 2011 remained at 9.1%, unchanged from the previous month, marking the fifth consecutive month with the U.S. jobless rate at a level of 9% or higher. Finally, corporate earnings remained strong, and economic growth strengthened in the third quarter, with GDP growth improving to a 2.5% annualized increase, following an anemic 1.3% in the second quarter.

Fourth quarter: Stocks advance strongly; unemployment data stabilizes

U.S. stocks strongly rebounded in the fourth quarter of 2011, with virtually all gains coming in October. One major factor aiding the rally was the prospect of further progress by European leaders toward solving that region’s sovereign debt crisis. In the bond market, Treasury yields spiked higher in October, but settled down to close the quarter little changed. Against the backdrop of renewed tolerance for risk, high-yield bonds were the fourth quarter’s big winners in the fixed-income market.

In contrast with Europe, the economic outlook for the United States appeared to be modestly improving. The federal government’s final estimate of economic growth for the third quarter, which was released in December, came in at 1.8% – down a bit from the previous 2.0% figure, although early indications for the fourth quarter pointed to a pace of roughly 3%. Moreover, an early December report indicated that the U.S. unemployment rate dropped to 8.6% in November from 9.0% in October, although the primary driver of that decline was a reduction in the number of unemployed individuals seeking work. Good news also came

4

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

from the number of first-time filers for unemployment insurance, which dropped to 364,000 for the week ending December 17, the lowest level of initial claims since April 2008.

While there remains quite a bit of progress to be made, there are some clear reasons for optimism on the horizon. For example, the Conference Board’s Consumer Confidence Index posted another strong gain in December, rising 9.5 points to 64.5 and building on November’s substantial 14.3-point increase. Receding fears of a new recession prompted the turnaround in this indicator, which had declined sharply from July through October. In addition, near year-end, there also were promising reports on retail sales, housing starts, and building permits.

Investors will continue to look for improving conditions in the U.S. economy; however, developments in the European debt situation and geopolitical shifts throughout the rest of the world will also play an important and ongoing role in the fortunes of the global financial markets in 2012.

The information provided is the opinion of MassMutual Retirement Services Investment Services as of 1/1/12 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.

5

MML Asset Allocation Fund – Portfolio Manager Report

What is the investment approach of MML Asset Allocation Fund, and who is the Fund’s subadviser?

The Fund seeks to provide high total return consistent with preservation of capital over the long-term by investing its assets in both equity and fixed income securities. The Fund’s subadviser has full discretion to determine the asset allocation between equity and fixed income securities and may allocate up to 80% of the Fund’s assets to equities and up to 60% to fixed income. In selecting investments for the Fund, the subadviser generally gives greater consideration to potential appreciation and future dividends than to current income. The Fund’s subadviser is Capital Guardian Trust Company (Capital Guardian).

Shareholders of MML Asset Allocation Fund have approved a plan of liquidation for the MML Series Investment Fund with respect to the Fund, pursuant to which the Fund will be liquidated on or about April 27, 2012, and the liquidation proceeds of the Fund will be distributed to the appropriate MassMutual or C.M. Life Insurance Company separate accounts invested in the Fund.

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned 1.68% – underperforming the 2.11% return of the S&P 500^® Index (the “stock benchmark”), a widely recognized, unmanaged index representative of common stocks of larger capitalized U.S. companies – and the 7.84% return of the Barclays Capital U.S. Aggregate Bond Index (the “bond benchmark”), an unmanaged index of fixed-rate investment-grade securities with at least one year to maturity, combining the Barclays Capital U.S. Treasury Bond Index, the Barclays Capital U.S. Government-Related Bond Index, the Barclays Capital U.S. Corporate Bond Index, and the Barclays Capital U.S. Securitized Bond Index. Conversely, the Fund outpaced the 0.71% return of the Lipper Balanced Fund Index (the “balanced benchmark”), an unmanaged, equally weighted index of the 30 largest mutual funds within the Lipper Balanced Category.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

The Fund’s positive performance during the year was driven, in part, by its allocation to fixed-income securities, as well as its cash position. Within equities, the emphasis on oil services and equipment companies within the energy sector weighed on results, with shares of Fund holdings Weatherford International, Halliburton, and Schlumberger declining. The Fund’s investment in Canadian natural gas producer Encana also dragged on returns when North American gas prices sank. Several holdings in the information technology sector also detracted, including Juniper Networks, Nintendo, and Broadcom.

Having fewer investments in consumer staples hurt the Fund’s full-year results, as this sector was one of the best-performing market segments over the year. Fund holding cosmetics marketer Avon Products was a significant detractor. Early in the year the Fund increased its position in the company because of its exposure to emerging markets growth, but subsequently trimmed it later in the year when the company’s quarterly releases revealed operational issues and declining sales in key markets.

Fund holding pharmaceutical firm Pharmasset Inc.’s share price increased nearly five-fold over 2011, and the stock was the largest individual contributor to Fund returns. Pharmasset, which is developing potentially significant treatments for hepatitis C, agreed to be purchased by Gilead Sciences for $11 billion in November. Also in health care, Fund investments in Shire, Cerner, and Allergan supported results within the sector. The Fund’s limited exposure to financials also continued to drive performance, as this sector continued to be pressured by the European debt crisis, litigation, and a stricter regulatory environment. The Fund’s stocks within the financials sector were a negative factor, including investment bank Goldman Sachs and broker Charles Schwab.

In the fixed-income portion of the Fund, issuer and bond selection were positive contributors, while duration and yield curve positioning were negative factors. (Duration is a measure of a bond fund’s sensitivity to interest rates. The longer the duration, the greater the price impact on the bond or portfolio when interest rates rise or fall. The yield curve is a graph showing the term structure of interest rates by plotting the yields of all bonds of comparable quality with maturities ranging from the shortest – typically one month – to the longest – typically 30 years – available. The resulting curve shows whether short-term interest rates are higher or lower than long-term rates.)

6

MML Asset Allocation Fund – Portfolio Manager Report (Continued)

The Fund’s underweight position in Treasuries weighed on returns, relative to the bond benchmark, as the sector outpaced corporate bonds and mortgage-backed securities in what was a risk-averse market environment for most of the year. Nevertheless, within the corporate bond sector, the Fund’s underweight exposure in financials and greater emphasis on utilities supported relative returns. Finally, the Fund’s investments in REITs (real estate investment trusts) contributed to absolute returns.

Subadviser outlook

As 2012 began, the Fund had an underweight position in equities relative to the balanced benchmark. Within equities, the Fund has significant investments in economically sensitive stocks, based on Fund management’s belief that many energy and materials companies are well positioned to benefit from long-term secular demand for these commodities from fast-growing developing economies. In the consumer discretionary sector, the Fund is also invested in select media companies and specialty retailers. Mobile computing and the Internet also remain important themes reflected in the Fund’s information technology holdings.

In the fixed-income allocation, the Fund continues to have an overweight exposure in corporate bonds relative to the balanced benchmark. Our view is that robust balance sheets and institutional investor demand for corporate bonds are likely to provide a strong foundation for the sector. The Fund has also invested in emerging markets bonds on management’s view that the faster growth of developing economies will provide a favorable environment for bonds and currencies over the long term.

MML Asset Allocation Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
U.S. Treasury Note 0.875% 11/30/16	4.5	%
Government National Mortgage Association TBA Pool #9945 4.500% 8/01/39	4.3	%
Google, Inc. Class A	2.1	%
Federal National Mortgage Association 2.750% 3/13/14	1.8	%
Federal National Mortgage Association Pool #AC0479 6.000% 9/01/39	1.7	%
Federal National Mortgage Association Pool #AH7009 4.500% 3/01/41	1.6	%
Comcast Corp. Class A	1.6	%
Halliburton Co.	1.4	%
Schlumberger Ltd.	1.4	%
Pharmasset, Inc.	1.4	%
	21.8	%

MML Asset Allocation Fund Asset Allocation (% of Net Assets) on 12/31/11 (Unaudited)
Equities	59.4	%
Bonds & Notes	35.1	%
Total Long-Term Investments	94.5	%
Short-Term Investments and Other Assets and Liabilities	5.5	%
Net Assets	100.0	%

7

MML Asset Allocation Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Asset Allocation Fund Initial Class, the S&P 500 Index, the Barclays Capital U.S. Aggregate Bond Index, and the Lipper Balanced Fund Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		1.68%		-1.14%		-0.19%
S&P 500 Index*		2.11%		-0.25%		1.41%
Barclays Capital U.S. Aggregate Bond Index		7.84%		6.50%		6.66%
Lipper Balanced Fund Index		0.71%		1.80%		2.79%

Hypothetical Investments in MML Asset Allocation Fund Service Class, the S&P 500 Index, the Barclays Capital U.S. Aggregate Bond Index, and the Lipper Balanced Fund Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		1.49%		0.65%
S&P 500 Index*		2.11%		1.66%+
Barclays Capital U.S. Aggregate Bond Index		7.84%		7.07%+
Lipper Balanced Fund Index		0.71%		3.05%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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, the Barclays Capital U.S. Aggregate Bond Index, and the Lipper Balanced Fund 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.

8

MML Concentrated Growth Fund – Portfolio Manager Report

What is the investment approach of MML Concentrated Growth Fund, and who is the Fund’s subadviser?

The Fund seeks long-term growth of capital by investing primarily in common stocks of companies that the Fund’s subadviser believes offer above-average growth potential and trade at a significant discount to the subadviser’s assessment of their intrinsic value. Any income realized will be incidental to the Fund’s objective. The Fund’s subadviser is Legg Mason Capital Management, LLC (Legg Mason).

Shareholders of MML Concentrated Growth Fund have approved a plan of liquidation for the MML Series Investment Fund with respect to the Fund, pursuant to which the Fund will be liquidated on or about April 27, 2012, and the liquidation proceeds of the Fund will be distributed to the appropriate MassMutual or C.M. Life Insurance Company separate accounts invested in the Fund.

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Class I shares returned -0.74%, trailing the 2.64% 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 higher forecasted growth rates than securities in the value universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

On a sector allocation basis, energy was the largest detractor from sector allocation effects. The Fund’s underweight position, relative to the benchmark, in the materials and processing sector was beneficial to performance, as that sector underperformed the benchmark for the year.

On a stock-specific basis, the greatest single detractor from performance was the Fund’s position in drilling contractor Nabors. Highly leveraged to the commodity cycle, which began a sharp correction in July on concerns about global growth, particularly in emerging markets, the price of Nabors took the hardest hit, along with its peers in the first two weeks in August, falling over 10% in two separate sessions. Despite its difficulties, the company also announced third-quarter earnings and revenues that beat analyst estimates in the face of a severe commodities correction. The stock rebounded beginning in October, however, as oil futures rose to more than $100 per barrel as the year wound down.

Conversely, the top contributor to performance was the Fund’s position in large-cap biopharmaceutical developer Celgene. Celgene was the top contributor due to positive developments surrounding refractory myeloma drug Revlimid. Celgene gained momentum in the third quarter after European Union regulators reviewed Revlimid’s clinical data and found that the drug’s benefits outweigh its risks. The announcement greatly increases the probability of approval for Revlimid, which helped Celgene significantly outperform other health care names as well as the benchmark. Furthermore, Celgene announced a beat-and-raise quarter on consensus-beating revenue and earnings growth across segments.

Subadviser outlook

The tremendous volatility that shaped the market in 2011 had many sources, but none were more persistent or bedeviling than the European fiscal woes. While Europe is far from resolved, we continue to believe that the critical element is not a comprehensive solution that fixes all problems, but rather time. In our view, as long as the European Union, the European Central Bank, the International Monetary Fund, and other central banks buy European banks time to deleverage (i.e., reduce debt) and hedge exposures, the odds of a disastrous event occurring diminish.

2011 rewarded lower-risk portfolios, as investors sought income through bonds of all forms and “bond-like” equities (such as dividend-paying stocks). We foresee a significant behavioral shift towards investments with a higher risk profile in 2012. Stocks rebounded in the fourth quarter of 2011, and we expect investor confidence to continue into 2012 as U.S. gross domestic product (GDP) growth persists, the unemployment rate declines, and corporations begin to utilize their cash-rich balance sheets to

9

MML Concentrated Growth Fund – Portfolio Manager Report (Continued)

generate growth through both capital expenditures spending and acquisitions. We also believe investors will be rewarded as the global economic picture becomes clearer and macro-economic drags on the market subside. U.S. equities, in our view, are well positioned to capture the upside presented by current conditions, as valuations remain historically low and are currently discounting little to no growth.

MML Concentrated Growth Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Apple, Inc.	5.1	%
Adobe Systems, Inc.	4.6	%
BlackRock, Inc.	4.5	%
EMC Corp.	4.0	%
F5 Networks, Inc.	3.8	%
Abbott Laboratories	3.8	%
Celgene Corp.	3.7	%
Lowe’s Cos., Inc.	3.7	%
eBay, Inc.	3.7	%
Medtronic, Inc.	3.6	%
	40.5	%

MML Concentrated Growth Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Non-cyclical	33.1	%
Technology	21.0	%
Communications	19.4	%
Energy	7.7	%
Consumer, Cyclical	7.5	%
Financial	6.4	%
Basic Materials	2.4	%
Industrial	2.0	%
Total Long-Term Investments	99.5	%
Short-Term Investments and Other Assets and Liabilities	0.5	%
Net Assets	100.0	%

10

MML Concentrated Growth Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Concentrated Growth Fund Class I, Class II, and the Russell 1000 Growth Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Class I		-0.74%		-5.70%		-4.68%
Class II		-0.77%		-5.61%		-4.59%
Russell 1000 Growth Index		2.64%		2.50%		3.25%

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class I		-1.01%		-5.99%
Russell 1000 Growth Index		2.64%		3.52%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/2/08.

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 Russell 1000 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.

11

MML Equity Income Fund – Portfolio Manager Report

What is the investment approach of MML Equity Income Fund, and who is the Fund’s subadviser?

The Fund seeks dividend income and long-term capital growth by investing primarily in the common stocks of established companies. Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks, with 65% in the common stocks of well-established companies paying above-average dividends. The Fund’s subadviser currently considers well-established companies to mean companies that it considers to be seasoned companies with relatively long operating histories. The Fund’s subadviser is T. Rowe Price Associates, Inc. (T. Rowe Price).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned -0.79%, trailing the 2.11% return of the S&P 500^® Index (the “benchmark”), a widely recognized, unmanaged index representative of common stocks of larger capitalized U.S. companies. The Fund also underperformed the 0.39% 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 lower forecasted growth rates than securities in the growth universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

The information technology sector detracted from the Fund’s relative performance, primarily due to stock selection, in 2011. Fund holding Computer Sciences lowered its outlook due to concerns about the company’s near-term growth opportunities. Fund holding Cisco Systems, a network provider, declined early in the year after the company provided a cautious outlook for 2011, driven by weakness in the company’s public sector, cable, and European operations. The health care sector was also a relative detractor, due to the Fund’s underweight position, relative to the benchmark, in this strongly performing market segment. During the year, as market volatility persisted, investors moved away from risky assets toward more defensive sector positions.

The industrials and business services sectors also detracted from the Fund’s relative results due to stock selection. Fund holding Avery Dennison saw lower-than-expected volumes in its core labels and apparel businesses, as the company raised prices in response to increased raw materials costs. Fund holding Harris, a leading provider of tactical radios used for secured communication, declined on the unexpected announcement that the company’s CEO was retiring.

At the other end of the spectrum, the financials sector was the largest contributor to the Fund’s relative performance – due to favorable stock selection and the Fund’s underweight position in the sector, which proved to be the weakest in the benchmark. Investors remained concerned about financials due to uncertainty over the economic recovery, Standard & Poor’s downgrade of its U.S. debt rating, and the European sovereign debt crisis. The Fund’s overweight position in American Express drove relative results in the sector. American Express continued to grow its merchant revenues and return capital to shareholders through dividends and share buybacks. Fund holding insurance broker Marsh & McLennan continued to report strong organic growth despite the difficult economic environment.

Stock selection in the utilities sector also provided a boost to relative performance, as Fund holding NiSource, a regulated electrical and natural gas utility company, reported strong third-quarter earnings driven by its gas transmission and storage segment.

Subadviser outlook

While the level of uncertainty remains high, we remain cautiously optimistic. We do not believe the U.S. economy is heading for another recession. Instead, a “growth recession” with low economic growth and high unemployment appears likely. In our view, the increased volatility in the equity market reflects investor concerns about issues such as the European sovereign debt crisis and the U.S. budget deficit. We continue to see reasonable odds for a good outcome in Europe and the U.S., although we recognize that the failure of the U.S. “Super Committee” and the lack of progress in Europe have damaged already shaky investor confidence.

12

MML Equity Income Fund – Portfolio Manager Report (Continued)

Despite these concerns, we believe investors are pursuing an irrational quest for safety that has created opportunities for long-term equity investors, as high-quality companies with cyclical exposure and attractive dividend yields have traded down to attractive levels. We believe the corporate sector is well positioned to persevere through difficult times, as companies have large amounts of cash on their balance sheets and have continued to post strong earnings despite modest top-line growth.

MML Equity Income Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Chevron Corp.	3.0	%
General Electric Co.	2.6	%
Exxon Mobil Corp.	2.4	%
JP Morgan Chase & Co.	2.3	%
Royal Dutch Shell PLC A Shares Sponsored ADR (United Kingdom)	2.0	%
American Express Co.	1.9	%
AT&T, Inc.	1.9	%
Wells Fargo & Co.	1.7	%
U.S. Bancorp	1.6	%
Time Warner, Inc.	1.5	%
	20.9	%

MML Equity Income Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Financial	17.3	%
Consumer, Non-cyclical	14.6	%
Energy	13.5	%
Industrial	13.3	%
Communications	11.9	%
Utilities	7.5	%
Consumer, Cyclical	7.5	%
Basic Materials	6.1	%
Technology	4.5	%
Mutual Funds	1.1	%
Total Long-Term Investments	97.3	%
Short-Term Investments and Other Assets and Liabilities	2.7	%
Net Assets	100.0	%

13

MML Equity Income Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		-0.79%		-1.12%		0.85%
S&P 500 Index*		2.11%		-0.25%		1.41%
Russell 1000 Value Index		0.39%		-2.64%		-0.27%

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-0.97%		0.60%
S&P 500 Index*		2.11%		1.66%+
Russell 1000 Value Index		0.39%		0.02%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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.

14

MML Foreign Fund – Portfolio Manager Report

What is the investment approach of MML Foreign Fund, and who is the Fund’s subadviser?

The Fund seeks long-term capital growth by investing, under normal circumstances, at least 80% of its net assets in investments of issuers located outside of the U.S., including those in emerging markets. Under normal market conditions, the Fund invests predominantly in equity securities, primarily common stocks, and, while there are no set percentage targets, the Fund invests primarily to predominantly in large- to medium-capitalization companies with market capitalization values greater than $2 billion and may invest a portion to a significant amount in smaller companies. The Fund’s subadviser is Templeton Investment Counsel, LLC (Templeton).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned -9.90%, outpacing the -12.14% return of the Morgan Stanley Capital International (MSCI^®) Europe, Australasia, Far East (EAFE^®) Index (the “benchmark”), a widely recognized, unmanaged index representative of equity securities in developed markets, excluding the U.S. and Canada.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

Stock selection in Europe, particularly in the U.K. and Germany, was a major contributor to the Fund’s outperformance of the benchmark. Stock selection and an underweight position, relative to the benchmark, in Asia, as well as stock selection and an overweight position in the Middle East/Africa, also helped drive the Fund’s performance.

From a sector perspective, the Fund’s relative performance benefited from stock selection and an underweight position in the materials sector, primarily due to a large underweight position in metals and mining stocks, which declined largely due to a global commodity price correction. Stock selection in the consumer discretionary sector also boosted relative performance – and education, business information, and consumer publishing firm Pearson (UK) was a major contributor. Stock selection in the information technology sector enhanced relative returns, and key contributors were off-benchmark positions in companies that benefited from strong demand for smartphones and tablet PCs, This group included semiconductor, telecommunication, and digital media products manufacturer Samsung Electronics (South Korea) and integrated circuit and semiconductor devices company Taiwan Semiconductor Manufacturing. Other major contributors included holdings in mobile telecommunications provider Vodafone Group (UK), diversified telecommunication services company Telenor (Norway), pharmaceutical manufacturers Sanofi (France) and Merck KGaA (Germany), and oil and gas company Statoil (Norway).

In contrast, overweight positioning in Latin America/Caribbean was a key detractor from relative performance, as Brazilian stocks declined largely due to lower global commodity demand. The Fund’s allocation to Canada also weighed on relative results. Neither Brazil nor Canada is a benchmark component.

An underweight position in the traditionally defensive consumer staples sector, where the Fund had no holdings in the outperforming tobacco and beverages industries, was a major detractor from relative returns. Stock selection in the financials sector offset the benefits of a large underweight stake in that underperforming sector, which was negatively affected by the European sovereign debt and banking crisis – and key detractors included Fund holdings in commercial banks ICICI Bank (India) and KB Financial Group (South Korea) – neither of which is a benchmark component – and UniCredit (Italy); Credit Agricole (France); and Banco Espiritu Santo (Portugal).

During the period, the U.S. dollar appreciated against most foreign currencies, which also hurt the Fund’s performance because investments in securities with non-U.S. currency exposure lost value as the dollar rose.

Subadviser outlook

With its bottom-up, long-term, value approach, the Fund continues to emphasize stocks trading at significant discounts to companies’ longer-term business value based on earnings power, cash flow generation potential, and asset value. We remain

15

MML Foreign Fund – Portfolio Manager Report (Continued)

favorable toward the Fund’s holdings in Europe, which we see as the world’s cheapest major equity region – and home to fundamentally strong corporate entities with globally diversified revenues. We also remain positive toward the health care sector in general, given what we believe are strengthening corporate fundamentals, significant restructuring potential, and advantageous global demographics.

We believe investors who take advantage of the opportunities available in the current market environment due to undervaluation of critical fundamentals will be well served over the long term. From our perspective, investors seeking safety may miss potential opportunities for investment in solid companies at bargain prices.

MML Foreign Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Samsung Electronics Co., Ltd.	3.0	%
Royal Dutch Shell PLC Class B	2.3	%
Vodafone Group PLC Sponsored ADR (United Kingdom)	2.2	%
Sanofi	2.1	%
Telenor ASA	2.1	%
Roche Holding AG	1.8	%
Taiwan Semiconductor Manufacturing Co. Ltd.	1.8	%
StatoilHydro ASA	1.7	%
GlaxoSmithKline PLC	1.7	%
Total SA	1.7	%
	20.4	%

MML Foreign Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Communications	17.7	%
Financial	15.8	%
Consumer, Non-cyclical	15.0	%
Energy	12.3	%
Technology	8.9	%
Consumer, Cyclical	8.5	%
Industrial	8.2	%
Basic Materials	5.5	%
Utilities	2.7	%
Diversified	0.6	%
Total Long-Term Investments	95.2	%
Short-Term Investments and Other Assets and Liabilities	4.8	%
Net Assets	100.0	%

MML Foreign Fund Country Weightings (% of Net Assets) on 12/31/11 (Unaudited)
United Kingdom	19.5	%
Germany	10.3	%
Switzerland	9.1	%
France	8.7	%
Japan	6.3	%
Netherlands	5.7	%
Republic of Korea	4.5	%
Hong Kong	4.3	%
Singapore	3.8	%
Norway	3.8	%
Brazil	3.1	%
Taiwan	2.9	%
Spain	2.6	%
Italy	2.3	%
China	1.5	%
Sweden	1.3	%
Canada	1.2	%
Ireland	1.1	%
South Africa	1.0	%
India	0.7	%
Austria	0.6	%
Russia	0.5	%
Israel	0.4	%
Total Long-Term Investments	95.2	%
Short-Term Investments and Other Assets and Liabilities	4.8	%
Net Assets	100.0	%

16

MML Foreign Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Foreign Fund Initial Class and the MSCI EAFE Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		-9.90%		-4.00%		-1.70%
MSCI EAFE Index		-12.14%		-4.72%		-2.52%

Hypothetical Investments in MML Foreign Fund Service Class and the MSCI EAFE Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-10.13%		-4.34%
MSCI EAFE Index		-12.14%		-4.62%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/2/08.

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 MSCI EAFE 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.

17

MML Global Fund – Portfolio Manager Report

What is the investment approach of MML Global Fund, and who is the Fund’s subadviser?

The Fund seeks long-term capital appreciation by investing primarily in the equity securities of U.S. and foreign companies, including companies in developed and emerging markets. Equity securities may include common stocks, depositary receipts, preferred stocks, securities convertible into common or preferred stock, rights and warrants. The Fund’s subadviser is Massachusetts Financial Services Company (MFS).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Class I shares returned -4.24%, outpacing the -5.54% return of the Morgan Stanley Capital International (MSCI^®) World Index^SM (the “benchmark”), an unmanaged index of issuers listed on the stock exchanges of 20 foreign countries and the U.S.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

Stock selection in the basic materials sector and a combination of stock selection and an underweight position, relative to the benchmark, in the autos and housing sector were primary contributors to the Fund’s relative performance for 2011. No individual securities within either of these sectors were among the Fund’s top relative contributors for the year.

The Fund’s overweight position in the consumer staples sector was an additional positive factor for the Fund’s full-year relative returns. Overweight positions in alcoholic drink producer Diageo (United Kingdom), diversified consumer products company Colgate-Palmolive, and food company J.M. Smucker (both U.S.-based companies) aided relative results, as all three stocks outperformed the benchmark over the year.

Top relative contributors in other sectors included Fund holdings global payment technologies company Visa (U.S.), railroad company Canadian National Railway (Canada), pharmaceutical company Merck KGaA (Germany), global consulting and outsourcing company Accenture (Ireland), and athletic shoes and apparel manufacturer Nike (U.S.). The Fund’s avoidance of poor-performing U.S.-based financial services firms Bank of America and Citigroup also benefited relative performance.

Stock selection in the health care sector and an underweight position in the utilities and communications sector held back relative performance. No individual securities within either of these sectors were among the Fund’s top detractors for the reporting period.

Stocks in other sectors that hurt relative returns included Fund holdings Austrian financial services company Erste Group Bank, global financial services provider Bank of New York Mellon (U.S.), investment banking firm Goldman Sachs Group (U.S.), electrical distribution equipment manufacturer Schneider Electric (France), financial services firm Banco Santander (Brazil; not a benchmark holding), banking and treasury management firm ICICI Bank (India; not a benchmark holding), and paint and specialty chemicals manufacturer Akzo Nobel (Netherlands). The Fund’s failure to own strong-performing integrated oil and gas company ExxonMobil (U.S.), computer and personal electronics maker Apple (U.S.), and diversified technology products and services company International Business Machines (IBM; U.S.) also weighed on relative results.

During the reporting period, the Fund’s currency exposure was another detractor from relative performance. All of MFS’s investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for this Fund to have different currency exposure than the benchmark.

Subadviser outlook

Political, policy, and macro-economic issues were the primary drivers of overall market performance in the fourth quarter of 2011. Our belief is that markets are likely to stay volatile in 2012, with the European debt crisis as the key global risk factor. Global market performance is likely to be controlled by investors’ assessment of policymaker efforts to solve the euro zone debt crisis. Overall, we expect global growth to be sluggish as we work through an extended period of deleveraging (i.e., debt

18

MML Global Fund – Portfolio Manager Report (Continued)

reduction) in the developed world. We expect U.S. growth to slow somewhat in 2012 as business investment drops. As for Europe, recession seems imminent, as the region battles its sovereign debt crisis, fiscal austerity measures, and an impending credit crunch. The unsustainable debt dynamic in the United States remains ready to return to focus as soon as Europe settles its crisis. U.S. debt is likely to become an even hotter topic as the presidential campaign heats up and draws attention to the political impasse with regard to the U.S. fiscal imbalances. In light of these views, we will aim to position the Fund to face the challenges that lie ahead on the global stage.

MML Global Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Nestle SA	3.3	%
Linde AG	3.2	%
The Walt Disney Co.	2.8	%
Reckitt Benckiser Group PLC	2.4	%
Heineken NV	2.4	%
Diageo PLC	2.4	%
Honeywell International, Inc.	2.0	%
Oracle Corp.	1.9	%
Danone SA	1.9	%
State Street Corp.	1.9	%
	24.2	%

MML Global Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Non-cyclical	28.8	%
Industrial	16.4	%
Financial	12.2	%
Basic Materials	11.9	%
Consumer, Cyclical	9.0	%
Technology	8.2	%
Communications	6.5	%
Energy	3.0	%
Diversified	1.8	%
Utilities	0.2	%
Total Long-Term Investments	98.0	%
Short-Term Investments and Other Assets and Liabilities	2.0	%
Net Assets	100.0	%

MML Global Fund Country Weightings (% of Net Assets) on 12/31/11 (Unaudited)
United States	42.9	%
United Kingdom	10.9	%
France	9.9	%
Switzerland	8.8	%
Germany	7.2	%
Japan	4.5	%
Netherlands	3.8	%
Ireland	1.8	%
Sweden	1.8	%
Canada	1.8	%
Republic of Korea	1.3	%
Netherlands Antilles	0.7	%
Denmark	0.5	%
Czech Republic	0.5	%
Brazil	0.5	%
Austria	0.4	%
India	0.3	%
Spain	0.2	%
Bermuda	0.2	%
Total Long-Term Investments	98.0	%
Short-Term Investments and Other Assets and Liabilities	2.0	%
Net Assets	100.0	%

19

MML Global Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Global Fund Class I, Class II, and the MSCI World Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Class I		-4.24%		-3.65%		-2.18%
Class II		-4.15%		-3.43%		-1.98%
MSCI World Index		-5.54%		-2.37%		-0.54%

Hypothetical Investments in MML Global Fund Service Class I and the MSCI World Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class I		-4.58%		-1.68%
MSCI World Index		-5.54%		-1.66%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/2/08.

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 MSCI World 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.

20

MML Growth & Income Fund – Portfolio Manager Report

What is the investment approach of MML Growth & Income Fund, and who is the Fund’s subadviser?

The Fund seeks capital appreciation and income. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities and equity-related securities, including convertible securities, preferred stocks, options and warrants, of U.S. companies with market capitalizations at the time of purchase greater than $1 billion. The Fund’s subadviser is Massachusetts Financial Services Company (MFS).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned -1.83%, trailing the 2.11% 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, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

In 2011, the Fund’s stock selection in the health care, retailing, energy, and financials sectors detracted from performance, relative to the benchmark. In the health care sector, the Fund’s investment in poor-performing cardiovascular medical device maker St. Jude Medical weighed on relative performance, while the Fund’s avoidance of strong-performing pharmaceutical giant Pfizer also held back relative results. In the retailing sector, the Fund’s investments in office supply chain Staples (which was eliminated from the Fund by year end) and retail store operator Target hindered relative returns, as both stocks underperformed the benchmark for the year. Within the energy sector, the Fund’s underweight position, relative to the benchmark, in strong-performing integrated oil and gas company ExxonMobil dampened relative performance. The Fund’s overweight position in the financial services sector, which underperformed the benchmark during the period, negatively affected relative results, as Europe’s mounting sovereign debt crisis put downward pressure on the shares of most financial companies. Fund holdings in Goldman Sachs Group, a weak-performing investment banking firm; financial services firm Bank of America; global financial services provider Bank of New York Mellon; and global financial services firm JPMorgan Chase also held back relative results. Elsewhere, enterprise software products maker Oracle hampered the Fund’s relative performance. Finally, the Fund’s currency exposure, resulting primarily from holdings of foreign-denominated securities, was a detractor from relative performance.

On the positive side, contributors to performance came from various sectors and stock selection played a major role. For example, Fund holdings in the basic materials and technology sectors aided relative performance. In the basic materials sector, avoiding shares of weak-performing precious metals company Freeport-McMoRan supported the Fund’s relative results. Within the technology sector, the timing of the Fund’s ownership in shares of computer products and services provider Hewlett-Packard (which was eventually eliminated from the Fund) bolstered relative returns, as the stock underperformed the benchmark for the year.

Key decisions in other sectors that benefited relative performance included the Fund’s avoidance of poor-performing financial services firm Citigroup and global auto maker Ford Motor Company. Elsewhere, the Fund’s holdings in debit and credit transaction processing company MasterCard, global payments technology company Visa, tobacco company Philip Morris International, global consulting and outsourcing company Accenture, pharmaceutical and medical products maker Abbott Laboratories, and railroad company Canadian National Railway (which is not held by the benchmark) boosted the Fund’s relative performance.

Subadviser outlook

Given the deceleration of the global business cycle, we believe stocks that are less tied to economic growth will likely continue to lead the market; these are so-called defensive stocks. The challenging earnings outlook will contribute to the leadership by defensive stocks. We further believe this trend is likely to continue until we get clarity on the outcome of the euro zone debt crisis and the global economy.

21

MML Growth & Income Fund – Portfolio Manager Report (Continued)

Amid elevated macro-economic risk and a decelerating global economy, we continue to favor high-quality, large-cap growth stocks. Geographically, we prefer developed markets over emerging ones, with an emphasis on U.S. equities markets. We became cyclically negative on emerging markets when policymakers began increasing interest rates to contain inflation pressures. We expect to review our position on emerging markets if we see evidence that more economically friendly policy measures are gaining traction.

MML Growth & Income Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Apple, Inc.	3.8	%
Oracle Corp.	2.4	%
Danaher Corp.	2.4	%
The Procter & Gamble Co.	2.3	%
The Walt Disney Co.	2.3	%
Philip Morris International, Inc.	2.3	%
Google, Inc. Class A	2.3	%
Chevron Corp.	2.3	%
EMC Corp.	2.0	%
United Technologies Corp.	2.0	%
	24.1	%

MML Growth & Income Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Non-cyclical	25.3	%
Financial	13.3	%
Technology	13.0	%
Communications	11.1	%
Energy	11.0	%
Industrial	10.8	%
Consumer, Cyclical	5.7	%
Basic Materials	4.2	%
Utilities	3.5	%
Diversified	0.9	%
Total Long-Term Investments	98.8	%
Short-Term Investments and Other Assets and Liabilities	1.2	%
Net Assets	100.0	%

22

MML Growth & Income Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Growth & Income Fund Initial Class and the S&P 500 Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		-1.83%		-3.57%		-2.42%
S&P 500 Index		2.11%		-0.25%		1.41%

Hypothetical Investments in MML Growth & Income Fund Service Class and the S&P 500 Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-2.13%		-1.64%
S&P 500 Index		2.11%		1.66%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/2/08.

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 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.

23

MML Income & Growth Fund – Portfolio Manager Report

What is the investment approach of MML Income & Growth Fund, and who is the Fund’s subadviser?

The Fund seeks long-term total return and current income. The Fund invests primarily in equity securities of dividend paying companies that the Fund’s subadviser believes will both increase in value over the long term and provide current income. Equity securities may include common stocks, preferred stocks, securities convertible into common or preferred stock, rights and warrants. The Fund’s subadviser is BlackRock Investment Management, LLC (BlackRock). Prior to January 13, 2012, the investment objective of the Fund was to seek growth of capital, and income was a secondary objective.

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned 5.60%, outperforming the 2.11% return of the S&P 500^® Index (the “benchmark”), a widely recognized, unmanaged index representative of common stocks of larger capitalized U.S. companies. The Fund also outpaced the 0.39% 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 lower forecasted growth rates than securities in the growth universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

Equity markets continued on a trend of essentially flat movement during 2011, categorized by an ever-growing set of macro-economic difficulties, increasing correlations, and a general sense of unease about the sustainability of an economic recovery. In the midst of financial markets that were dominated by headlines, investor yield was still in short supply and fewer options were available for those who desired relative protection and needed income.

For 2011, the Fund’s largest contributor to relative performance was a combination of strong stock selection and an underweight position, relative to the benchmark, in the financials sector. The second-largest contributor to performance was security selection in the consumer discretionary sector, which bolstered returns as several substantial Fund holdings achieved significant price appreciation during the year. The combination of an overweight position and strong stock selection in consumer staples also added to returns, as did stock selection in the energy, health care, industrials, information technology, and utilities sectors.

The largest detractor from the Fund’s relative returns was an underweight position in the health care sector, followed by the combination of an overweight position and weaker stock selection in materials, a sector that saw price declines during the year due to investor fears of slowing global growth and sagging demand. Underweight positions in information technology and utilities also detracted marginally from the Fund’s relative performance for the year.

Subadviser outlook

We believe the current economic uncertainty will continue to plague the markets in 2012 and that meaningful income will be increasingly difficult to come by. In our view, as we headed into 2012, dividend-paying stocks were attractively valued, and we believe they represent the best opportunity set for equity investors in a slow-growth economy. Particularly noteworthy is the fact that we believe equity income stocks in the U.S. multinational arena can supply the added benefit of upside participation, if and when markets begin to see more transparency and optimism.

We believe U.S. consumers still face a challenging future, especially given the uncertainty surrounding unemployment, taxes, and health care costs. We continue to see a lack of connection between higher- and lower-end consumers, and a widening gap between income levels that may put additional pressure on spending. As a result, the Fund has placed less emphasis on consumer discretionary, financials, and health care stocks – and has focused on higher-quality, cash-rich companies in these sectors.

The Fund will continue to emphasize the strategies that have worked well, including owning high-quality companies that offer both relative protection in shaky markets as well as the potential for price appreciation in more stable markets. Finding the balance these companies offer is central to the Fund’s investment thesis in 2012.

24

MML Income & Growth Fund – Portfolio Manager Report (Continued)

MML Income & Growth Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Chevron Corp.	3.2	%
Exxon Mobil Corp.	2.2	%
Wells Fargo & Co.	2.0	%
BHP Billiton Ltd.	2.0	%
JP Morgan Chase & Co.	2.0	%
International Business Machines Corp.	1.9	%
Philip Morris International, Inc.	1.9	%
Pfizer, Inc.	1.8	%
Caterpillar, Inc.	1.8	%
McDonald’s Corp.	1.8	%
	20.6	%

MML Income & Growth Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Non-cyclical	18.8	%
Industrial	14.4	%
Financial	13.3	%
Energy	13.2	%
Basic Materials	7.3	%
Utilities	6.9	%
Communications	6.8	%
Consumer, Cyclical	6.5	%
Technology	3.8	%
Total Long-Term Investments	91.0	%
Short-Term Investments and Other Assets and Liabilities	9.0	%
Net Assets	100.0	%

MML Income & Growth Fund Country Weightings (% of Net Assets) on 12/31/11 (Unaudited)
United States	76.9	%
Canada	6.3	%
Australia	2.6	%
France	1.5	%
United Kingdom	1.4	%
Netherlands	1.1	%
Switzerland	0.7	%
Netherlands Antilles	0.5	%
Total Long-Term Investments	91.0	%
Short-Term Investments and Other Assets and Liabilities	9.0	%
Net Assets	100.0	%

25

MML Income & Growth Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		5.60%		-2.05%		0.12%
S&P 500 Index*		2.11%		-0.25%		1.41%
Russell 1000 Value Index		0.39%		-2.64%		-0.27%

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		5.40%		0.45%
S&P 500 Index*		2.11%		1.66%+
Russell 1000 Value Index		0.39%		0.02%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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.

26

MML Large Cap Growth Fund – Portfolio Manager Report

What is the investment approach of MML Large Cap Growth Fund, and who is the Fund’s subadviser?

The Fund seeks long-term capital appreciation by investing primarily in large-capitalization companies that the Fund’s subadviser believes offer the potential for long-term growth. Under normal circumstances, the Fund invests at least 80% of its net assets in the common stocks of companies whose market capitalizations at the time of purchase are within the market capitalization range of companies included in the Russell 1000^® Growth Index. The Fund’s subadviser is Rainier Investment Management, Inc. (Rainier).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned -3.69%, underperforming the 2.64% 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 higher forecasted growth rates than securities in the value universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

The Fund’s underperformance, relative to the benchmark, was partially due to stock selection, which ran contrary to what the market favored during 2011 and included missed opportunities in some large companies. At the same time, investors grew more enamored with large-capitalization stocks, particularly those with high dividend yields, which is not typically an area of emphasis for the Fund’s investment discipline. In fact, dividend yield, rather than earnings or simple price appreciation, was the main factor associated with high returns in 2011.

The Fund’s technology shares were its biggest detractors for the year and accounted for a significant amount of underperformance. Fund holdings Polycom Inc. (communications equipment), Broadcom Corp. (semiconductors), and NetApp Inc. (storage and data management) were among the technology shares that suffered declines. The Fund was also hurt by not owning IBM Corp., whose fundamentals were better than expected. On the positive side, Fund holdings American Tower Corp. (cell phone towers) benefited from the continued build-out of the wireless telecommunications infrastructure, and Apple continued to thrive with a compelling product line despite the tragic loss in October of founder Steve Jobs.

Another area where the Fund lagged in 2011 was producer durables. Although the Fund cut exposure in this sector during the year – by selling stocks perceived to be vulnerable to a global slowdown, such as Paccar Inc. (trucks), Cummins Inc. (engines), and Deere & Co. (mowers, tractors, etc.) – weakness in these positions prior their sale and other holdings the Fund still owned, such as Agilent Technologies Inc. (test equipment) and Expeditors International of Washington Inc. (freight handling), weighed on the Fund’s full-year results. By far the best stock in this sector for the year was Goodrich Corp. (aerospace manufacturing), which was acquired by industrial conglomerate United Technologies.

On a more positive note, the health care sector was the top contributor to relative performance in 2011. The top performer for the sector and one of the best in the Fund overall was Alexion Pharmaceuticals Inc., which returned almost 80%. The company makes a specialized drug related to a blood disease that received additional labeling, which is boosting growth. The Fund’s positions in pharmaceutical companies Shire PLC and Allergan Inc. posted impressive returns of 44% and 28%, respectively. Other contributors included Perrigo Co., a maker of store-brand over-the-counter drugs, an industry in which the company has a dominant market share. Increasing over-the-counter and generic drug sales in the coming years are expected to provide opportunities for growth.

Subadviser outlook

The well-advertised success of mega-capitalization stocks and dividend-paying high-yield shares in 2011 seems unlikely to be repeated in 2012. For one, these stocks are generally selling well above their historical relative price/earnings (P/E) valuation averages, and they usually offer very little growth in earnings. In our view, in 2012, stocks of those companies that can demonstrably grow earnings at a higher rate than their peers and have the financial wherewithal to grow (or initiate) dividends

27

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

will be in a good position to flourish. Consequently, this is where we are placing our emphasis. As the dust settles, as it did after the six-month market hiatus of 2008-2009, we believe attractively priced growth companies will again be equity market leaders.

MML Large Cap Growth Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Apple, Inc.	6.3	%
Google, Inc. Class A	3.4	%
QUALCOMM, Inc.	2.8	%
Schlumberger Ltd.	2.7	%
Visa, Inc. Class A	2.7	%
The Coca-Cola Co.	2.4	%
Precision Castparts Corp.	2.3	%
Amazon.com, Inc.	2.1	%
American Tower Corp. Class A	2.1	%
Allergan, Inc.	1.9	%
	28.7	%

MML Large Cap Growth Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Non-cyclical	19.7	%
Technology	18.8	%
Communications	14.7	%
Industrial	12.0	%
Consumer, Cyclical	10.2	%
Energy	9.2	%
Basic Materials	6.0	%
Financial	4.5	%
Utilities	0.7	%
Total Long-Term Investments	95.8	%
Short-Term Investments and Other Assets and Liabilities	4.2	%
Net Assets	100.0	%

28

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

Growth of a $10,000 Investment

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		-3.69%		0.27%		0.26%
Russell 1000 Growth Index		2.64%		2.50%		3.25%

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

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-3.82%		0.53%
Russell 1000 Growth Index		2.64%		3.52%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/2/08.

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 Russell 1000 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.

29

MML Mid Cap Growth Fund – Portfolio Manager Report

What is the investment approach of MML Mid Cap Growth Fund, and who is the Fund’s subadviser?

The Fund seeks long-term capital appreciation by investing primarily in equity securities of mid-capitalization companies that the Fund’s subadviser believes offer the potential for long-term growth. Under normal circumstances, the Fund invests at least 80% of its net assets in a broadly diversified portfolio of common stocks of mid-cap companies whose earnings the subadviser expects to grow at a faster rate than the average company. The Fund’s subadviser is T. Rowe Price Associates, Inc. (T. Rowe Price).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned -1.23%, outperforming the -1.65% return of the Russell Midcap^® Growth Index (the “benchmark”), a widely recognized, unmanaged index that measures the performance of those Russell Midcap companies (representing mid-capitalization U.S. common stocks) with higher price-to-book ratios and higher forecasted growth rates than securities in the value universe. Similarly, the Fund’s -1.23% return outpaced the -1.73% return of the S&P MidCap 400^® Index, a widely recognized, unmanaged index representative of common stocks of mid-capitalized U.S. companies.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

For 2011, the Fund’s stock selection was the primary reason for the Fund’s outperformance, whereas sector allocation impeded the Fund’s results. On the sector level, information technology, health care, and industrials and business services were positive contributors, while materials, financials, and consumer discretionary detracted.

Stock selection within information technology was the primary contributor to relative returns, with Fund holdings in Motorola Mobility, Nuance Communications, and National Semiconductor the main drivers of outperformance. Motorola Mobility and National Semiconductor benefited from merger and acquisition (M&A) activity within the sector, with each receiving an acquisition bid that sent share prices higher. Nuance Communications, a developer of speech-recognition technology, rose on strong earnings and continued growth of mobile communications.

Favorable security choices as well as an overweight position, relative to the benchmark, in the health care sector also boosted the Fund’s relative results, as several leading pharmaceutical holdings, including Valeant Pharmaceuticals and Elan, were the main drivers of outperformance. Elsewhere, the Fund’s positions in biotechnology firms such as Regeneron Pharmaceuticals and Alexion Pharmaceuticals also added to returns. Finally, Fund holdings in industrials and business services also outpaced their benchmark peers, with Fastenel and Roper Industries among the main drivers of outperformance.

On the downside, the Fund’s stock selection in the materials sector proved to be the largest relative detractor from returns. Performance of companies leveraged to gold diverged from gold prices, with shares of metals and mining companies falling more than the commodity itself. Investor concerns about a wide range of potential issues – including capital allocation, valuations, rising costs, political instability, additional government tax levies, and the desire for physical gold – exerted pressure on the industry. The main detractors within the Fund were Agnico-Eagle Mines, Hudbay Minerals, and Osisko Mining, which all succumbed to rising production costs and unexpected production slowdowns. Stock selection in the financials sector also weighed on the Fund’s relative results, as Fund holdings TCF Financial, Jones Lang LaSalle, and Principal Financial Group all suffered double-digit declines. Lastly, the Fund’s consumer discretionary allocation also negatively impacted the Fund’s results, although stock selection within the sector somewhat mitigated the relative detraction there.

Subadviser outlook

The U.S. economy continues to navigate through a multi-year adjustment. Despite progress in debt reduction, global imbalances persist. However, U.S. corporate earnings are healthy, and valuations remain attractive. We believe a continued decline in unemployment as well as signs of the housing market bottoming may lead to improved consumer sentiment. These factors, coupled with the redirection of cash from fixed income into equities that is, in our view, likely to occur once interest rates begin to rise, should provide much-needed support for equity markets in the coming year. The Fund’s focus is on manufacturers that

30

MML Mid Cap Growth Fund – Portfolio Manager Report (Continued)

stand to benefit as the cheap dollar encourages firms to relocate production to the U.S. and seek domestic suppliers. The Fund emphasizes companies that have prospered in this volatile environment, whether through a careful focus on resilient end markets, dexterous use of new technologies, or other strategies.

MML Mid Cap Growth Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Dollar General Corp.	2.0	%
AMETEK, Inc.	1.9	%
Nuance Communications, Inc.	1.8	%
T. Rowe Price Government Reserve Investment Fund	1.8	%
Roper Industries, Inc.	1.7	%
IHS, Inc. Class A	1.6	%
Gardner Denver, Inc.	1.5	%
DENTSPLY International, Inc.	1.4	%
Global Payments, Inc.	1.4	%
O’Reilly Automotive, Inc.	1.4	%
	16.5	%

MML Mid Cap Growth Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Non-cyclical	22.5	%
Technology	16.4	%
Industrial	16.1	%
Consumer, Cyclical	14.4	%
Communications	8.0	%
Energy	7.4	%
Financial	7.0	%
Basic Materials	2.7	%
Mutual Funds	1.8	%
Utilities	1.4	%
Total Long-Term Investments	97.7	%
Short-Term Investments and Other Assets and Liabilities	2.3	%
Net Assets	100.0	%

MML Mid Cap Growth Fund Country Weightings (% of Net Assets) on 12/31/11 (Unaudited)
United States	87.2	%
Canada	6.1	%
Ireland	1.2	%
United Kingdom	1.1	%
Panama	0.8	%
Bermuda	0.8	%
British Virgin Islands	0.5	%
Total Long-Term Investments	97.7	%
Short-Term Investments and Other Assets and Liabilities	2.3	%
Net Assets	100.0	%

31

MML Mid Cap Growth Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Mid Cap Growth Fund Initial Class, the Russell Midcap Growth Index, and the S&P MidCap 400 Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		-1.23%		5.15%		4.61%
Russell Midcap Growth Index*		-1.65%		2.44%		2.58%
S&P MidCap 400 Index		-1.73%		3.32%		3.12%

Hypothetical Investments in MML Mid Cap Growth Fund Service Class, the Russell Midcap Growth Index, and the S&P MidCap 400 Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-1.56%		4.63%
Russell Midcap Growth Index*		-1.65%		3.43%+
S&P MidCap 400 Index		-1.73%		3.91%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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 Russell Midcap Growth Index and the S&P MidCap 400 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.

32

MML Mid Cap Value Fund – Portfolio Manager Report

What is the investment approach of MML Mid Cap Value Fund, and who is the Fund’s subadviser?

The Fund seeks long-term capital growth. Income is a secondary objective. The Fund invests primarily in equity securities of mid-capitalization companies that the Fund’s subadviser believes offer prospects for long-term capital growth. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of medium-size companies. The Fund’s subadviser is American Century Investment Management, Inc. (American Century).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned -0.64%, outperforming the -1.38% return of the Russell Midcap^® Value Index (the “benchmark”), a widely recognized, unmanaged index that measures the performance of those Russell Midcap companies (representing mid-capitalization U.S. common stocks) with lower price-to-book ratios and lower forecasted growth rates than securities in the growth universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

During the year, the Fund experienced positive results in absolute terms from six of the 10 sectors in which it was invested. Relative to the benchmark, the Fund outperformed in the financials and consumer staples sectors. Fund positions in the consumer discretionary and utilities sectors detracted. The Fund used some forward currency exchange contracts in an effort to minimize the impact of adverse currency movements during the year.

In financials, an underweight position, relative to the benchmark, and effective security selection in the sector contributed to the Fund’s relative performance. Within the insurance industry, Fund holding TransAtlantic Holdings, a global reinsurance company, surged on news that it had entered a merger agreement with Allied World Assurance Co. Holdings. The stock continued to perform well as several other suitors made additional offers. In the end, TransAtlantic agreed to be acquired by Alleghany Corp. The Fund also benefited from an investment in American Tower Corp., which is not represented in the benchmark. American Tower announced it was planning to convert itself into a real estate investment trust (REIT) at the end of 2011, attracting more investors to the stock. The conversion ultimately led to American Tower’s reclassification from a telecommunications stock to a REIT. The financials sector also provided two top detractors that the Fund held: Northern Trust, which provides investment management services to wealthy individuals and institutions; and Hudson City Bancorp, a regional bank operating primarily in New Jersey and New York. The low interest rate environment has raised concern about both companies’ future earnings power.

The Fund’s overweight position in consumer staples added to relative performance, as investors gravitated to more defensive stocks. The Fund benefited from its focus on high-quality stocks, particularly among food and household products stocks, many of which offer attractive dividend yields. Two notable contributors were Fund holdings Kimberly-Clark Corp. and General Mills. Kimberly-Clark has demonstrated strong pricing power even as commodities prices, specifically the price of pulp, have increased. Food maker General Mills gained market share and mitigated higher commodities costs by raising its prices and improving cost efficiencies. In the energy sector, the Fund benefited from a position in EQT Corp., a low-cost producer of unconventional tight shale natural gas, which appreciated on rumors the company was an attractive potential acquisition.

On the downside, in the consumer discretionary sector, the Fund’s underweight position in the media industry detracted from performance when media stocks, especially television names, advanced during the reporting period on strong advertising sales. Household durables were also a key detractor. Shares of Fund holding Whirlpool Corp. fell on weaker demand for appliances in the U.S. and overseas, combined with higher input costs for materials such as steel. In specialty retailing, the Fund was hampered by an investment in office supply retailer Staples, which declined partially due to poor cost management in its European operations. Finally, an underweight in utilities, the strongest-performing sector in the benchmark, dampened relative results. Utilities stocks, which are generally viewed as defensive instruments in difficult economic times, outperformed despite our view that these stocks have been overvalued for some time.

33

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

Subadviser outlook

The Fund employs a disciplined, bottom-up process, selecting companies one at a time. As of December 31, 2011, we see opportunity in the industrials and health care sectors, which is reflected in the Fund’s overweight positions in these sectors. The fundamental analysis and valuation work we do on the Fund have led to its smaller relative weightings in financials, utilities, information technology, and consumer discretionary stocks.

MML Mid Cap Value Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Republic Services, Inc.	3.3	%
Northern Trust Corp.	2.6	%
iShares Russell Midcap Value Index Fund	2.5	%
Zimmer Holdings, Inc.	2.1	%
Imperial Oil Ltd.	2.0	%
Lowe’s Cos., Inc.	2.0	%
Ralcorp Holdings, Inc.	1.9	%
Tyco International Ltd.	1.7	%
Kimberly-Clark Corp.	1.7	%
Westar Energy, Inc.	1.6	%
	21.4	%

MML Mid Cap Value Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Financial	21.9	%
Consumer, Non-cyclical	19.3	%
Industrial	17.1	%
Utilities	11.4	%
Consumer, Cyclical	8.1	%
Energy	6.6	%
Communications	5.3	%
Technology	3.6	%
Basic Materials	2.8	%
Mutual Funds	2.5	%
Total Long-Term Investments	98.6	%
Short-Term Investments and Other Assets and Liabilities	1.4	%
Net Assets	100.0	%

34

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

Growth of a $10,000 Investment

Hypothetical Investments in MML Mid Cap Value Fund Initial Class and the Russell Midcap Value Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		-0.64%		2.78%		4.38%
Russell Midcap Value Index		-1.38%		0.04%		1.83%

Hypothetical Investments in MML Mid Cap Value Fund Service Class and the Russell Midcap Value Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-0.81%		5.02%
Russell Midcap Value Index		-1.38%		2.72%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/2/08.

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 Russell Midcap Value 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.

35

MML Small Cap Index Fund – Portfolio Manager Report

What is the investment approach of MML Small Cap Index Fund, and who is the Fund’s subadviser?

The Fund seeks to provide investment results approximating (before fees and expenses) the aggregate price and dividend performance of the securities in the Standard & Poor’s SmallCap 600 Index (the “index”). Under normal circumstances, the Fund invests at least 80% (and, typically, substantially all) of its net assets in the securities of companies that make up the index, in weightings that approximate the relative composition of the securities contained in the index, and in S&P SmallCap 600 Index futures contracts. The Fund’s subadviser is Northern Trust Investments, Inc. (NTI).

Shareholders of MML Small Cap Index Fund have approved a plan of liquidation for the MML Series Investment Fund with respect to the Fund, pursuant to which the Fund will be liquidated on or about April 27, 2012, and the liquidation proceeds of the Fund will be distributed to the appropriate MassMutual or C.M. Life Insurance Company separate accounts invested in the Fund.

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class shares returned 0.55%, trailing the 1.02% return of the index, a widely recognized, capitalization-weighted unmanaged index of common stocks chosen by Standard & Poor’s for industry group representation, market size, liquidity, adequate float size and other trading requirements. The index tracks the performance of the small-cap portion of the U.S. equity market.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

The Fund’s underperformance versus the index is mainly attributable to the impact of fees and expenses necessary for the management and operation of the Fund. The index is not subject to fees or expenses, and it is not possible to invest directly in the index.

Small-capitalization stocks trailed their large-cap counterparts in 2011’s challenging investment environment. Information technology, the largest sector in the benchmark, declined 4.02%. Utilities posted the strongest performance for the year, advancing 19.33%. Health care also did well, with a return of 13.75%. Conversely, telecommunication services and materials were the worst-performing benchmark sectors for the year, falling 13.93% and 8.27%, respectively.

U.S. stocks finished 2011 relatively flat after consistently high levels of volatility. The year started well, as U.S. markets gained through February, but the combination of the earthquake in Japan and political uprisings across North Africa halted the rise in equity prices. Markets remained flat into the summer, but concerns began to mount about attempts to rescue Greece and other peripheral euro zone nations. Sovereign debt yields began to rise steadily in Spain and Italy.

In early August, volatility spiked and the S&P 500 Index sank more than 200 points in a matter of days when credit rating agency Standard & Poor’s downgraded U.S. sovereign debt to a rating of AA+ following a near default resulting from a Congressional stalemate. The European crisis then came to a head, as investors worried about the solvency of core European banks, which had been effectively cut off by U.S. dollar funding. As a result, the S&P 500 Index fell dramatically through September, reaching a low of 1100. The U.S. Federal Reserve (the “Fed”) decided that the American economy needed another boost. Consequently, the Fed implemented “Operation Twist,” by beginning a program of buying longer-dated U.S. Treasury securities and selling shorter-dated ones, all in an effort to drive down long-term interest rates. Market volatility remained high; however, and it became clear that investors were reacting almost exclusively to European headlines.

In November, European leaders announced their intention to create a comprehensive solution to the crisis involving closer fiscal ties between the members, and the market rallied dramatically. Volatility, as measured by the Chicago Board Options Exchange (CBOE) S&P 500 Volatility Index (VIX) gradually fell to a relatively normal level of 23.40 at year end. The rally in the market continued through December, and the S&P 500 Index finished slightly higher (including the impact of reinvested dividends) than where it had started at the beginning of 2011.

36

MML Small Cap Index Fund – Portfolio Manager Report (Continued)

Subadviser outlook

Numerous forces will continue to influence the direction that the market takes throughout 2012. These include developments in the European debt crisis, the state of the economy in the United States, the outcome of the U.S. presidential election, and the direction that the U.S. Congress takes with respect to the debt ceiling, the growing deficit, and tax policy, to name just a few. We believe, however, that the Fund continues to be positioned to pursue returns that are consistent with those of the index.

“Standard & Poor’s^®,” “S&P^®,” “Standard & Poor’s SmallCap 600” and “S&P SmallCap 600” 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 Small Cap Index Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Healthspring, Inc.	0.8	%
Salix Pharmaceuticals Ltd.	0.6	%
BioMed Realty Trust, Inc.	0.6	%
Questcor Pharmaceuticals, Inc.	0.6	%
Tanger Factory Outlet Centers, Inc.	0.6	%
Piedmont Natural Gas Co., Inc.	0.5	%
Cubist Pharmaceuticals, Inc.	0.5	%
Delphi Financial Group, Inc. Class A	0.5	%
ProAssurance Corp.	0.5	%
Mid-America Apartment Communities, Inc.	0.5	%
	5.7	%

MML Small Cap Index Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Financial	19.1	%
Consumer, Non-cyclical	19.0	%
Industrial	18.1	%
Consumer, Cyclical	15.3	%
Technology	11.0	%
Communications	4.8	%
Utilities	4.6	%
Basic Materials	3.7	%
Energy	3.6	%
Mutual Funds	0.0	%
Total Long-Term Investments	99.2	%
Short-Term Investments and Other Assets and Liabilities	0.8	%
Net Assets	100.0	%

37

MML Small Cap Index Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Small Cap Index Fund Initial Class and the S&P SmallCap 600 Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		0.55%		1.47%		1.55%
S&P SmallCap 600 Index		1.02%		1.94%		2.07%

Hypothetical Investments in MML Small Cap Index Fund Service Class and the S&P SmallCap 600 Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		0.27%		1.97%
S&P SmallCap 600 Index		1.02%		3.40%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/2/08.

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 SmallCap 600 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.

38

MML Small Company Value Fund – Portfolio Manager Report

What is the investment approach of MML Small Company Value Fund, and who is the Fund’s subadviser?

The Fund seeks long-term capital appreciation by investing primarily in equity securities that the Fund’s subadviser believes are undervalued. Under normal circumstances, the Fund invests at least 80% of its net assets in the securities of companies whose market capitalizations at the time of purchase are within the market capitalization range of companies included in the Russell 2000^® Index. The Fund’s subadviser is T. Rowe Price Associates, Inc. (T. Rowe Price).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Class II shares returned -1.26%, outperforming the -5.50% return of the Russell 2000 Value 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 lower price-to-book ratios and lower forecasted growth rates than securities in the growth universe. The Fund also exceeded the -4.18% 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, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

Stock selection drove the Fund’s outperformance relative to the benchmark in 2011, while sector allocation proved to be a modest detractor. The Fund benefited from stock selection in the industrials and business services sector, where Fund holdings Kirby, Landstar System, Genesee & Wyoming, and Alaska Air Group were among the top contributors. Kirby, the largest domestic tank barge operator in the United States, handles about a third of inland traffic transporting bulk liquids such as petrochemicals, black oil products, refined petroleum products, and agricultural chemicals. The company’s recently announced plans for two acquisitions pleased investors, since the acquisitions would create a more diversified business, and result in more coastal routes. Landstar System provides freight transportation services and supply-chain solutions. Although decreased demand put pressure on transportation companies, the firm made adjustments that may pay off when demand for transportation services returns. Genesee & Wyoming operates short-line and regional freight railroads, and provides railcar switching services in the U.S., Australia, Canada, and the Netherlands. A flurry of announcements regarding new business developments drove up the company’s share price, and its largest announced project is a contract to begin shipping iron ore in southern Australia in 2012. Alaska Air Group is a Seattle-based airline serving primarily the west coast of the U.S., Alaska, Hawaii, and Mexico. The company’s management followed a carefully articulated strategy with good capital discipline, including cautious expansion while ensuring that demand would match supply. In a tumultuous year for the airline industry, Alaska Air Group’s stock significantly outperformed its competition.

The materials sector was also an area of outperformance due to stock selection. Notable contributors within the sector included Fund holdings Innospec and Carpenter Technology. Innospec, a global provider of fuel additives and other specialty chemicals, benefited as the demand outlook for fuel additives improved. Carpenter Technology makes parts using specialty metals like titanium for industries that include aerospace and defense. The gradually improving economy and demand for titanium parts used in new large planes have benefited the company.

On the downside, the consumer staples sector detracted from the Fund’s relative performance, as stock selection, especially with Fund holdings Nash Finch and Alliance One International, hindered the Fund’s results within the sector. Nash Finch, a wholesale food distributor serving the retail grocery and military commissary supply chains, has struggled to generate sales growth. Alliance One International sells leaf tobacco. The firm does not manufacture cigarettes, but supplies tobacco used by cigarette manufacturers. One challenge the firm faced during 2011 included declining demand in a soft economic environment. Finally, the Fund’s health care stocks did not keep pace with those in the benchmark. Fund holding Exelixis, a biotechnology company, detracted. Despite its promising trial results for a pain medication used in the treatment of advanced prostate cancer, the company experienced some setbacks in the approval process during the fourth quarter of 2011.

39

MML Small Company Value Fund – Portfolio Manager Report (Continued)

Subadviser outlook

Slow economic growth in the U.S. and the crisis in Europe are, in our view, likely to continue. We expect the same conditions that concerned investors throughout much of the past year to remain, at least during the early part of 2012. Balanced against these negatives, corporate earnings in the U.S. appear healthy, although their rate of growth could moderate. We believe that stock valuations look quite attractive, and consumer sentiment seems to be improving. In addition, cash invested in fixed-income assets could be redirected into stocks once interest rates finally begin to rise. Our view is that beneficial developments in the labor and housing markets could provide support for stocks in the coming months. The Fund continues to emphasize attractive opportunities to invest in small companies believed to be undervalued.

MML Small Company Value Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Aaron’s, Inc.	2.3	%
ProAssurance Corp.	2.2	%
Landstar System, Inc.	2.1	%
Kirby Corp.	2.0	%
Genesee & Wyoming, Inc. Class A	1.9	%
Nordson Corp.	1.6	%
AptarGroup, Inc.	1.6	%
Alaska Air Group, Inc.	1.5	%
Stifel Financial Corp.	1.5	%
East West Bancorp, Inc.	1.5	%
	18.2	%

MML Small Company Value Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Industrial	27.1	%
Financial	21.2	%
Consumer, Cyclical	11.6	%
Consumer, Non-cyclical	10.7	%
Basic Materials	9.3	%
Energy	5.8	%
Utilities	4.7	%
Technology	4.0	%
Communications	3.0	%
Mutual Funds	0.7	%
Total Long-Term Investments	98.1	%
Short-Term Investments and Other Assets and Liabilities	1.9	%
Net Assets	100.0	%

40

MML Small Company Value Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Small Company Value Fund Class II, Service Class I, the Russell 2000 Value Index, and the Russell 2000 Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 2/27/09 - 12/31/11
Class II		-1.26%		25.87%
Service Class I		-1.56%		25.53%
Russell 2000 Value Index*		-5.50%		25.91%+
Russell 2000 Index		-4.18%		27.23%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 3/2/09.

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 Russell 2000 Value 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.

41

MML Small/Mid Cap Value Fund – Portfolio Manager Report

What is the investment approach of MML Small/Mid Cap Value Fund, and who is the Fund’s subadviser?

The Fund seeks long-term total return by investing primarily in securities that the subadviser believes to be undervalued. Under normal circumstances, the Fund invests at least 80% of its net assets in securities of small- and mid-cap companies. The Fund’s subadviser is AllianceBernstein L.P. (AllianceBernstein).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Initial Class Shares returned -7.50%, underperforming the -2.51% return of the Russell 2500^TM Index (the “benchmark”), an unmanaged index that measures the performance of the 2,500 smallest companies in the Russell 3000^® Index, which measures the performance of the 3,000 largest U.S. companies based on total market capitalization. The Fund also trailed the -3.36% return of the Russell 2500 Value Index, an unmanaged index representative of common stocks of small- and mid-capitalization U.S. companies with lower price-to-book ratios and lower forecasted growth rates than securities in the growth universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

A significant driver of the Fund’s underperformance for the year was heightened investor anxiety, which weighed on the deep value stocks that are the Fund’s focus. Inexpensive stocks significantly underperformed, making 2011 among the worst for deep value stocks in the last 40 years. The fundamentals on which the Fund focuses were not rewarded in 2011, because investors continued to disproportionately favor stocks for which very near-term earnings prospects seemed more certain.

Adverse stock selection spread across a number of sectors drove the Fund’s shortfall relative to the benchmark during 2011. Fund holdings in the financials sector were a detractor, as many of the Fund’s bank stocks were pressured by the potential revenue shortfall that would result from an extended low interest rate environment and concerns over the impact of a sluggish economy on credit quality in banks’ loan portfolios. Industrial resources holdings were also a detractor from the Fund’s full-year results, as many of the Fund’s holdings in chemical and steel companies experienced anxiety and pricing pressure in the global markets for products from these companies. The top individual detractors were varied by sector and included Fund holdings AU Optronics (computer display panels), MF Global (financial derivatives broker), Forest Oil (oil exploration and production), Ferro Corp (industrial materials), and Royal Caribbean Cruises (cruise ships).

Turning to the positive, the Fund’s sector selection was a contributor. An underweight position, relative to the benchmark, in the more cyclical consumer growth and capital equipment sectors helped the Fund, as did its overweight position in the more defensive consumer staples sector. In addition, stock selection in the transportation, capital equipment, and utilities sectors also helped drive Fund performance. Additionally, the Fund benefited when a number of its holdings became acquisitions whose stock prices rose. The top individual contributors varied by sector and included Fund holdings, Kinetic Concepts (medical technology), Big Lots (household retail), and Mueller Industries (plumbing and HVAC equipment).

Subadviser outlook

The indiscriminate selling that happened in 2011 introduced a wide variety of compelling opportunities. Many financials were beset by worries that low interest rates would crimp net interest margins indefinitely and that a recession would lead to steep credit losses. Many of the Fund’s bank holdings trade at valuations typically associated with periods of significant stress, despite the strength of the loan books and balance sheets of these banks. In sectors such as technology and consumer cyclicals, the Fund has been emphasizing stocks that offer very attractive valuations, together with robust free cash flow, solid balance sheets, and strong business models. In our view, these companies have the resources to create shareholder value through a combination of dividend increases, share repurchases, debt repayment, and tactical acquisitions.

While we acknowledge that investor anxiety may persist, the stocks owned by the Fund have been trading at very attractive valuations, especially in light of the quality of the companies’ balance sheets, profits, and free cash flows. The opportunities in the marketplace today, in our view, are similar to the opportunities when investor anxiety was peaking in March 2009. Indeed, the Fund’s overall discount to the market is similar to what existed in March 2009, but quality metrics today, such as current profitability, are much stronger.

42

MML Small/Mid Cap Value Fund – Portfolio Manager Report (Continued)

MML Small/Mid Cap Value Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Constellation Brands, Inc. Class A	1.4	%
Dean Foods Co.	1.4	%
Health Net, Inc.	1.4	%
Reliance Steel & Aluminum Co.	1.3	%
Tyson Foods, Inc. Class A	1.3	%
NiSource, Inc.	1.3	%
Aircastle Ltd.	1.3	%
UGI Corp.	1.3	%
CMS Energy Corp.	1.3	%
EnerSys	1.3	%
	13.3	%

MML Small/Mid Cap Value Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Financial	26.5	%
Industrial	17.5	%
Consumer, Cyclical	16.0	%
Consumer, Non-cyclical	11.7	%
Utilities	9.8	%
Technology	6.3	%
Basic Materials	4.9	%
Communications	3.1	%
Energy	2.4	%
Total Long-Term Investments	98.2	%
Short-Term Investments and Other Assets and Liabilities	1.8	%
Net Assets	100.0	%

MML Small/Mid Cap Value Fund Country Weightings (% of Net Assets) on 12/31/11 (Unaudited)
United States	85.4	%
Bermuda	6.2	%
Canada	1.9	%
Liberia	1.1	%
Taiwan	1.0	%
Singapore	1.0	%
United Kingdom	0.9	%
Puerto Rico	0.7	%
Total Long-Term Investments	98.2	%
Short-Term Investments and Other Assets and Liabilities	1.8	%
Net Assets	100.0	%

43

MML Small/Mid Cap Value Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Small/Mid Cap Value Fund Initial Class, the Russell 2500 Index, and the Russell 2500 Value Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Five Year Average Annual 1/1/07 - 12/31/11		Since Inception Average Annual 5/1/06 - 12/31/11
Initial Class		-7.50%		-3.35%		-2.09%
Russell 2500 Index*		-2.51%		1.24%		1.83%
Russell 2500 Value Index		-3.36%		-0.58%		0.91%

Hypothetical Investments in MML Small/Mid Cap Value Fund Service Class, the Russell 2500 Index, and the Russell 2500 Value Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/15/08 - 12/31/11
Service Class		-7.70%		1.94%
Russell 2500 Index*		-2.51%		2.98%+
Russell 2500 Value Index		-3.36%		2.33%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

* Benchmark

+ From 9/2/08.

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 Russell 2500 Index and the Russell 2500 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.

44

MML Asset Allocation Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 59.4%
COMMON STOCK — 59.4%
Aerospace & Defense — 1.0%
The Boeing Co.		7,500	$	550,125
United Technologies Corp.		9,700		708,973
				1,259,098
Agriculture — 1.4%
Philip Morris International, Inc.		21,500		1,687,320
Apparel — 0.3%
Nike, Inc. Class B		3,300		318,021
Banks — 0.5%
BB&T Corp.		24,200		609,114
Beverages — 0.2%
PepsiCo, Inc.		3,300		218,955
Biotechnology — 0.6%
Seattle Genetics, Inc. (a)		41,600		695,344
Chemicals — 1.7%
Air Products & Chemicals, Inc.		7,900		673,001
FMC Corp.		1,500		129,060
LyondellBasell Industries NV Class A		12,800		415,872
Monsanto Co.		12,600		882,882
				2,100,815
Commercial Services — 2.0%
Iron Mountain, Inc.		18,000		554,400
MasterCard, Inc. Class A		1,100		410,102
Visa, Inc. Class A		15,300		1,553,409
				2,517,911
Computers — 2.4%
Accenture PLC Class A		10,800		574,884
Apple, Inc. (a)		2,950		1,194,750
Hewlett-Packard Co.		9,300		239,568
International Business Machines Corp.		2,200		404,536
Jack Henry & Associates, Inc.		16,996		571,236
				2,984,974
Cosmetics & Personal Care — 0.2%
Avon Products, Inc.		15,700		274,279
Diversified Financial — 2.3%
The Charles Schwab Corp.		78,700		886,162
The Goldman Sachs Group, Inc.		13,800		1,247,934
JP Morgan Chase & Co.		17,800		591,850
NYSE Euronext		5,400		140,940
				2,866,886
Electric — 0.5%
Edison International		4,900		202,860
PG&E Corp.		9,900		408,078
				610,938

	Number of Shares		Value
Electrical Components & Equipment — 0.4%
Emerson Electric Co.		9,500	$	442,605
Electronics — 0.9%
Flextronics International Ltd. (a)		80,300		454,498
Jabil Circuit, Inc.		9,000		176,940
Mettler-Toledo International, Inc. (a)		1,300		192,023
TE Connectivity Ltd.		9,500		292,695
				1,116,156
Energy – Alternate Sources — 0.2%
First Solar, Inc. (a)		8,100		273,456
Engineering & Construction — 0.4%
Jacobs Engineering Group, Inc. (a)		12,500		507,250
Entertainment — 0.2%
DreamWorks Animation SKG, Inc. Class A (a)		16,700		277,137
Environmental Controls — 0.7%
Republic Services, Inc.		29,900		823,745
Foods — 0.2%
Kraft Foods, Inc. Class A		5,944		222,068
Hand & Machine Tools — 0.1%
Stanley Black & Decker, Inc.		2,800		189,280
Health Care – Products — 0.3%
Boston Scientific Corp. (a)		77,700		414,918
Health Care – Services — 1.2%
AMERIGROUP Corp. (a)		18,800		1,110,704
Centene Corp. (a)		6,300		249,417
Universal Health Services, Inc. Class B		4,600		178,756
				1,538,877
Home Builders — 0.5%
NVR, Inc. (a)		900		617,400
Insurance — 3.5%
ACE Ltd.		13,100		918,572
Aflac, Inc.		15,000		648,900
The Allstate Corp.		39,600		1,085,436
Aon Corp.		11,100		519,480
Berkshire Hathaway, Inc. Class B (a)		6,300		480,690
Marsh & McLennan Cos., Inc.		7,500		237,150
The Progressive Corp.		19,500		380,445
				4,270,673
Internet — 2.1%
Google, Inc. Class A (a)		4,040		2,609,436
Iron & Steel — 1.8%
Allegheny Technologies, Inc.		29,300		1,400,540
Cliffs Natural Resources, Inc.		7,000		436,450

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

45

MML Asset Allocation Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Nucor Corp.		10,000	$	395,700
				2,232,690
Leisure Time — 0.8%
Carnival Corp.		29,700		969,408
Machinery – Construction & Mining — 0.5%
Caterpillar, Inc.		6,600		597,960
Manufacturing — 1.2%
Danaher Corp.		16,600		780,864
General Electric Co.		28,200		505,062
Illinois Tool Works, Inc.		3,700		172,827
				1,458,753
Media — 3.9%
CBS Corp. Class B		36,100		979,754
Comcast Corp. Class A		83,700		1,984,527
Gannett Co., Inc.		74,500		996,065
Nielsen Holdings NV (a)		3,300		97,977
Scripps Networks Interactive Class A		6,600		279,972
Time Warner Cable, Inc.		6,200		394,134
Viacom, Inc. Class B		2,200		99,902
				4,832,331
Mining — 0.6%
Barrick Gold Corp.		13,300		601,825
Freeport-McMoRan Copper & Gold, Inc.		4,100		150,839
				752,664
Oil & Gas — 5.1%
Anadarko Petroleum Corp.		9,400		717,502
Cenovus Energy, Inc.		32,000		1,062,400
Chevron Corp.		8,100		861,840
Cobalt International Energy, Inc. (a)		13,000		201,760
Encana Corp.		19,300		357,629
Noble Energy, Inc.		15,700		1,481,923
Royal Dutch Shell PLC A Shares Sponsored ADR (United Kingdom)		16,900		1,235,221
Royal Dutch Shell PLC B Shares Sponsored ADR (United Kingdom)		4,600		349,646
				6,267,921
Oil & Gas Services — 4.6%
Baker Hughes, Inc.		9,300		452,352
Dril-Quip, Inc. (a)		4,800		315,936
Halliburton Co.		51,100		1,763,461
Schlumberger Ltd.		25,300		1,728,243
Transocean Ltd.		2,000		76,780
Weatherford International Ltd. (a)		89,000		1,302,960
				5,639,732
Pharmaceuticals — 3.9%
Allergan, Inc.		9,300		815,982
Bristol-Myers Squibb Co.		10,400		366,496
Express Scripts, Inc. (a)		16,700		746,323
Pharmasset, Inc. (a)		13,300		1,705,060

	Number of Shares		Value
Shire PLC Sponsored ADR (United Kingdom)		11,700	$	1,215,630
				4,849,491
Pipelines — 0.9%
TransCanada Corp.		25,272		1,103,628
Real Estate Investment Trusts (REITS) — 0.3%
Ventas, Inc.		6,200		341,806
Retail — 4.0%
Aeropostale, Inc. (a)		14,000		213,500
Coach, Inc.		3,700		225,848
Costco Wholesale Corp.		1,700		141,644
The Home Depot, Inc.		26,700		1,122,468
Lowe’s Cos., Inc.		6,800		172,584
Michael Kors Holdings Ltd. (a)		4,600		125,350
Signet Jewelers Ltd.		18,000		791,280
Target Corp.		12,100		619,762
Tiffany & Co.		10,200		675,852
Urban Outfitters, Inc. (a)		32,800		903,968
				4,992,256
Semiconductors — 2.1%
Broadcom Corp. Class A (a)		38,700		1,136,232
Freescale Semiconductor Holdings I Ltd. (a)		16,900		213,785
KLA-Tencor Corp.		15,000		723,750
Maxim Integrated Products, Inc.		12,586		327,739
Microchip Technology, Inc.		6,300		230,769
				2,632,275
Software — 1.9%
Cerner Corp. (a)		10,200		624,750
Microsoft Corp.		24,300		630,828
Oracle Corp.		41,700		1,069,605
				2,325,183
Telecommunications — 3.2%
American Tower Corp. Class A		28,200		1,692,282
CenturyLink, Inc.		16,300		606,360
Juniper Networks, Inc. (a)		43,800		893,958
QUALCOMM, Inc.		13,700		749,390
				3,941,990
Toys, Games & Hobbies — 0.1%
Nintendo Co. Ltd. Sponsored ADR (Japan)		4,300		72,842
Transportation — 0.7%
FedEx Corp.		3,700		308,987
Norfolk Southern Corp.		6,900		502,734
				811,721
TOTAL COMMON STOCK (Cost $64,978,134)				73,269,307
TOTAL EQUITIES (Cost $64,978,134)				73,269,307

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

46

MML Asset Allocation Fund – Portfolio of Investments (Continued)

	Principal Amount		Value
BONDS & NOTES — 35.1%
CORPORATE DEBT — 13.7%
Aerospace & Defense — 0.5%
Lockheed Martin Corp. 5.720% 6/01/40	$	378,000	$	424,369
Raytheon Co. 6.400% 12/15/18		60,000		74,220
TransDigm, Inc. 7.750% 12/15/18		150,000		161,250
				659,839
Auto Manufacturers — 0.2%
Volvo Treasury AB (b) 5.950% 4/01/15		230,000		244,298
Banks — 1.7%
Bank of America Corp. 3.750% 7/12/16		600,000		555,552
CoBank ACB FRN (b) 1.146% 6/15/22		295,000		221,514
HBOS PLC (b) 6.750% 5/21/18		100,000		80,179
HSBC Bank PLC (b) 4.125% 8/12/20		550,000		542,720
The Royal Bank of Scotland PLC 6.125% 1/11/21		250,000		246,632
Societe Generale (b) 5.750% 4/20/16		100,000		85,628
US AgBank FCB VRN (b) 6.110% 12/31/49		345,000		211,295
Wells Fargo & Co. 4.600% 4/01/21		100,000		109,668
				2,053,188
Biotechnology — 0.2%
Amgen, Inc. 3.875% 11/15/21		250,000		252,279
Biogen Idec, Inc. 6.000% 3/01/13		35,000		36,800
				289,079
Chemicals — 0.2%
Georgia Gulf Corp. (b) 9.000% 1/15/17		200,000		211,500
Lyondell Chemical Co. 8.000% 11/01/17		47,000		51,347
				262,847
Commercial Services — 0.2%
Altegrity, Inc. (Acquired 11/20/08, Cost $73,500) (b) (c) 10.500% 11/01/15		100,000		90,000
Dartmouth College 4.750% 6/01/19		175,000		203,014
				293,014

	Principal Amount		Value
Diversified Financial — 2.7%
CIT Group, Inc. 7.000% 5/01/16	$	300,000	$	300,000
Federal National Mortgage Association 2.750% 3/13/14		2,075,000		2,177,661
The Goldman Sachs Group, Inc. 6.250% 2/01/41		475,000		465,989
JPMorgan Chase & Co. 4.250% 10/15/20		200,000		201,405
Morgan Stanley 5.500% 7/28/21		200,000		184,927
				3,329,982
Electric — 1.1%
The AES Corp. 7.750% 10/15/15		100,000		108,750
The AES Corp. 8.000% 10/15/17		100,000		110,000
Consumers Energy Co. 6.700% 9/15/19		250,000		316,622
Consumers Energy Co. Series M 5.500% 8/15/16		65,000		74,705
Edison Mission Energy 7.750% 6/15/16		175,000		127,750
Northern States Power Co. 4.850% 8/15/40		450,000		528,134
Ohio Edison Co. 6.400% 7/15/16		25,000		28,818
PacifiCorp 6.000% 1/15/39		30,000		38,309
				1,333,088
Entertainment — 0.1%
AMC Entertainment, Inc. 8.750% 6/01/19		150,000		155,250
Foods — 0.2%
Kraft Foods, Inc. 5.375% 2/10/20		250,000		288,463
Health Care – Services — 0.1%
HCA, Inc. 6.375% 1/15/15		100,000		101,875
Household Products — 0.1%
Reynolds Group Issuer, Inc. (b) 7.875% 8/15/19		150,000		156,750
Insurance — 0.2%
Berkshire Hathaway Finance Corp. 4.600% 5/15/13		120,000		126,221
Monumental Global Funding FRN (b) 0.603% 1/15/14		170,000		162,102
				288,323
Lodging — 0.1%
MGM Resorts International 5.875% 2/27/14		150,000		145,500

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

47

MML Asset Allocation Fund – Portfolio of Investments (Continued)

	Principal Amount		Value
Machinery – Construction & Mining — 0.1%
Atlas Copco AB (b) 5.600% 5/22/17	$	50,000	$	56,581
Media — 1.0%
CCO Holdings LLC/CCO Holdings Capital Corp. 7.250% 10/30/17		150,000		158,062
Comcast Corp. 6.400% 3/01/40		500,000		621,531
News America, Inc. 6.150% 2/15/41		250,000		288,148
News America, Inc. 6.650% 11/15/37		50,000		56,647
Time Warner, Inc. 5.875% 11/15/16		70,000		80,796
				1,205,184
Oil & Gas — 0.4%
Petroleos Mexicanos (b) 6.500% 6/02/41		55,000		61,875
Statoil ASA 2.900% 10/15/14		365,000		383,022
				444,897
Pharmaceuticals — 0.1%
AstraZeneca PLC 5.400% 9/15/12		50,000		51,727
Express Scripts, Inc. 7.250% 6/15/19		95,000		113,209
				164,936
Pipelines — 0.6%
Kinder Morgan Energy Partners LP 5.125% 11/15/14		65,000		70,319
Kinder Morgan Energy Partners LP 5.950% 2/15/18		250,000		285,611
Rockies Express Pipeline LLC (b) 6.850% 7/15/18		70,000		72,324
TransCanada PipeLines Ltd. 6.200% 10/15/37		225,000		280,435
				708,689
Real Estate Investment Trusts (REITS) — 0.6%
Brandywine Operating Partners LP 4.950% 4/15/18		65,000		63,984
DDR Corp. 4.750% 4/15/18		250,000		239,202
ProLogis LP 7.375% 10/30/19		375,000		423,671
				726,857
Retail — 0.7%
Michaels Stores, Inc. 7.750% 11/01/18		250,000		252,500
New Albertsons, Inc. 7.250% 5/01/13		275,000		286,000

	Principal Amount		Value
Wal-Mart Stores, Inc. 4.875% 7/08/40	$	225,000	$	259,822
				798,322
Savings & Loans — 0.4%
Teco Finance, Inc. 5.150% 3/15/20		425,000		472,240
Software — 0.6%
First Data Corp. (b) 8.250% 1/15/21		94,000		84,130
First Data Corp. (b) 8.750% 1/15/22		94,000		80,840
First Data Corp. 9.875% 9/24/15		22,000		20,570
First Data Corp. 12.625% 1/15/21		189,000		164,430
Oracle Corp. 6.125% 7/08/39		250,000		328,360
				678,330
Telecommunications — 1.0%
AT&T, Inc. 5.350% 9/01/40		450,000		506,205
Nextel Communications, Inc. Series D 7.375% 8/01/15		175,000		160,125
Telecom Italia Capital SA 5.250% 10/01/15		50,000		45,866
Telecom Italia Capital SA 6.375% 11/15/33		25,000		18,934
Telecom Italia Capital SA 7.721% 6/04/38		250,000		213,211
Verizon Communications, Inc. 4.750% 11/01/41		300,000		322,870
				1,267,211
Transportation — 0.6%
Norfolk Southern Corp. (b) 4.837% 10/01/41		33,000		35,013
Norfolk Southern Corp. 5.750% 4/01/18		50,000		58,946
Union Pacific Corp. 4.163% 7/15/22		104,000		112,878
Union Pacific Corp. 4.750% 9/15/41		500,000		544,727
				751,564
TOTAL CORPORATE DEBT (Cost $16,156,505)				16,876,307
MUNICIPAL OBLIGATIONS — 0.5%
State of California BAB 7.625% 3/01/40		500,000		615,175
TOTAL MUNICIPAL OBLIGATIONS (Cost $518,480)				615,175

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

48

MML Asset Allocation Fund – Portfolio of Investments (Continued)

	Principal Amount		Value
NON-U.S. GOVERNMENT AGENCY OBLIGATIONS — 1.9%
Commercial MBS — 1.9%
DBUBS Mortgage Trust, Series 2011-LC1A, Class A1 (b) 3.742% 11/10/46	$	491,326	$	515,598
Greenwich Capital Commercial Funding Corp., Series 2005-GG5, Class A5 VRN 5.224% 4/10/37		800,000		853,472
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2011-C3, Class A4 (b) 4.717% 2/16/46		400,000		437,301
LB-UBS Commercial Mortgage Trust, Series 2005-C7, Class A4 VRN 5.197% 11/15/30		550,000		603,926
				2,410,297
TOTAL NON-U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $2,201,778)				2,410,297
SOVEREIGN DEBT OBLIGATIONS — 1.6%
Argentina Bonos FRN 1.000% 8/03/12		213,000		26,305
Croatia Government International Bond (d) 6.750% 11/05/19		100,000		95,000
Indonesia Government Bond IDR (e) 9.500% 6/15/15		950,000,000		118,560
Indonesia Government Bond IDR (e) 10.750% 5/15/16		85,000,000		11,317
Indonesia Government Bond IDR (e) 11.000% 10/15/14		75,000,000		9,500
Indonesia Government Bond IDR (e) 12.500% 3/15/13		80,000,000		9,627
Indonesia Government Bond IDR (e) 12.800% 6/15/21		95,000,000		15,438
Mexico Government International Bond 6.050% 1/11/40		90,000		110,025
Republic of Argentina 7.000% 10/03/15		10,000		9,325
Republic of Argentina 8.280% 12/31/33		84,030		61,342
Republic of Brazil International Bond 5.625% 1/07/41		150,000		174,000
Republic of Colombia COP (e) 9.850% 6/28/27		52,000,000		37,764
Republic of Colombia COP (e) 12.000% 10/22/15		155,000,000		102,555

	Principal Amount		Value
Republic of Hungary International Bond 6.250% 1/29/20	$	250,000	$	225,000
Republic of Hungary International Bond 7.625% 3/29/41		350,000		308,000
Republic of Iraq (d) 5.800% 1/15/28		250,000		205,000
Republic of Venezuela 9.375% 1/13/34		80,000		55,200
South Africa Government Bond ZAR (e) 7.250% 1/15/20		200,000		23,821
South Africa Government Bond ZAR (e) 8.250% 9/15/17		250,000		32,205
Thailand Government Bond THB (e) 3.625% 5/22/15		1,325,000		42,637
Thailand Government Bond THB (e) 5.250% 5/12/14		775,000		25,726
Turkey Government Bond TRY (e) 10.000% 2/15/12		182,391		98,094
Turkey Government International Bond 6.750% 5/30/40		100,000		103,000
United Mexican States 5.125% 1/15/20		20,000		22,850
				1,922,291
TOTAL SOVEREIGN DEBT OBLIGATIONS (Cost $2,010,796)				1,922,291
U.S. GOVERNMENT AGENCY OBLIGATIONS AND INSTRUMENTALITIES — 11.2%
Collateralized Mortgage Obligations — 0.4%
Federal Home Loan Mortgage Corp., Series 3233, Class PA 6.000% 10/15/36		64,650		72,254
Federal Home Loan Mortgage Corp., Series 3312, Class PA 5.500% 5/15/37		75,863		82,790
Federal National Mortgage Association, Series 2007-33, Class HE 5.500% 4/25/37		97,538		107,482
Federal National Mortgage Association, Series 2007-40, Class PT 5.500% 5/25/37		204,949		223,473
				485,999
Pass-Through Securities — 10.8%
Federal Home Loan Mortgage Corp. Pool #G03865 5.500% 12/01/37		258,570		280,013
Pool #G04553 6.500% 8/01/38		15,974		17,677
Federal National Mortgage Association Pool #AB1068 4.500% 5/01/25		569,513		606,665

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

49

MML Asset Allocation Fund – Portfolio of Investments (Continued)

	Principal Amount		Value
Pool #AH7009 4.500% 3/01/41	$	1,875,029	$	1,993,683
Pool #891908 5.500% 6/01/21		306,049		333,354
Pool #888352 5.500% 5/01/37		683,875		745,504
Pool #929318 5.500% 3/01/38		59,271		64,482
Pool #AL0414 5.500% 9/01/40		82,000		89,159
Pool #888408 6.000% 3/01/37		34,221		37,381
Pool #888637 6.000% 9/01/37		166,710		183,251
Pool #AC0479 6.000% 9/01/39		1,922,754		2,113,528
Pool #944066 6.500% 7/01/37		86,912		95,512
Pool #256860 6.500% 8/01/37		10,154		11,159
Pool #995230 6.500% 1/01/39		18,457		20,514
Pool #995231 6.500% 1/01/39		538,258		598,244
Pool #888373 7.000% 3/01/37		79,587		87,385
Pool #955210 7.000% 12/01/37		27,983		30,724
Pool #256975 7.000% 10/01/47		19,934		21,887
Federal National Mortgage Association TBA Pool #11782 4.500% 3/01/21 (f)		562,000		599,013
Government National Mortgage Association TBA Pool #9945 4.500% 8/01/39 (f)		4,904,000		5,344,211
				13,273,346
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS AND INSTRUMENTALITIES (Cost $13,412,609)				13,759,345
U.S. TREASURY OBLIGATIONS — 6.2%
U.S. Treasury Bonds & Notes — 6.2%
U.S. Treasury Bond 4.625% 2/15/40		325,000		438,655
U.S. Treasury Note 0.875% 11/30/16		5,582,000		5,599,225
U.S. Treasury Note 2.000% 11/15/21		225,000		227,584

	Principal Amount		Value
U.S. Treasury Note 2.125% 2/29/16	$	1,250,000	$	1,326,367
				7,591,831
TOTAL U.S. TREASURY OBLIGATIONS (Cost $7,404,868)				7,591,831
TOTAL BONDS & NOTES (Cost $41,705,036)				43,175,246
TOTAL LONG-TERM INVESTMENTS (Cost $106,683,170)				116,444,553
SHORT-TERM INVESTMENTS — 9.3%
Repurchase Agreement — 9.3%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (g)		11,519,209		11,519,209
Time Deposits — 0.0%
Euro Time Deposit 0.010% 1/03/12		5,263		5,263
TOTAL SHORT-TERM INVESTMENTS (Cost $11,524,472)				11,524,472
TOTAL INVESTMENTS — 103.8% (Cost $118,207,642) (h)				127,969,025
Other Assets/(Liabilities) — (3.8)%				(4,680,726	)
NET ASSETS — 100.0%			$	123,288,299

Notes to Portfolio of Investments

ADR American Depositary Receipt

BAB Build America Bonds

COP Colombian Peso

FRN Floating Rate Note

IDR Indonesian Rupiah

MBS Mortgage-Backed Security

TBA To Be Announced

THB Thai Baht

TRY New Turkish Lira

VRN Variable Rate Note

ZAR South African Rand

(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, 2011, these securities amounted to a value of $3,349,648 or 2.72% of net assets.

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

50

MML Asset Allocation Fund – Portfolio of Investments (Continued)

Notes to Portfolio of Investments (Continued)

(c) Restricted security. Certain securities are restricted as to resale. At December 31, 2011, these securities amounted to a value of $90,000 or 0.07% of net assets. The Funds generally bear the costs, if any, associated with the disposition of restricted securities.

(d) Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. At December 31, 2011, these securities amounted to a value of $300,000 or 0.24% of net assets.

(e) The principal amount of the security is in foreign currency. The market value is in U.S. dollars.

(f) A portion of this security is purchased on a when-issued, delayed-delivery or forward commitment basis. (Note 2).

(g) Maturity value of $11,519,222. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 8/15/39, and an aggregate market value, including accrued interest, of $11,752,378.

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

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

51

MML Concentrated Growth Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 99.5%
COMMON STOCK — 99.5%
Agriculture — 3.4%
Philip Morris International, Inc.		36,400	$	2,856,672
Airlines — 1.8%
Southwest Airlines Co.		176,900		1,514,264
Apparel — 2.0%
Nike, Inc. Class B		17,900		1,725,023
Beverages — 5.8%
Diageo PLC Sponsored ADR (United Kingdom)		32,100		2,806,182
PepsiCo, Inc.		32,800		2,176,280
				4,982,462
Biotechnology — 6.0%
Celgene Corp. (a)		47,100		3,183,960
Myriad Genetics, Inc. (a)		91,300		1,911,822
				5,095,782
Chemicals — 2.4%
Monsanto Co.		28,700		2,011,009
Coal — 3.3%
CONSOL Energy, Inc.		77,500		2,844,250
Commercial Services — 2.1%
Quanta Services, Inc. (a)		83,700		1,802,898
Computers — 11.2%
Apple, Inc. (a)		10,700		4,333,500
Cognizant Technology Solutions Corp. Class A (a)		27,900		1,794,249
EMC Corp. (a)		156,600		3,373,164
				9,500,913
Cosmetics & Personal Care — 2.6%
The Procter & Gamble Co.		33,100		2,208,101
Diversified Financial — 6.4%
BlackRock, Inc.		21,300		3,796,512
The Charles Schwab Corp.		143,300		1,613,558
				5,410,070
Health Care – Products — 7.0%
Johnson & Johnson		44,500		2,918,310
Medtronic, Inc.		79,500		3,040,875
				5,959,185
Internet — 14.0%
Amazon.com, Inc. (a)		15,950		2,760,945
eBay, Inc. (a)		103,200		3,130,056
F5 Networks, Inc. (a)		30,500		3,236,660
Groupon, Inc. (a)		47,900		988,177
Rackspace Hosting, Inc. (a)		42,500		1,827,925
				11,943,763

	Number of Shares		Value
Manufacturing — 2.0%
3M Co.		21,300	$	1,740,849
Oil & Gas — 2.4%
Nabors Industries Ltd. (a)		120,400		2,087,736
Oil & Gas Services — 1.9%
Schlumberger Ltd.		23,600		1,612,116
Pharmaceuticals — 6.2%
Abbott Laboratories		57,200		3,216,356
Roche Holding AG Sponsored ADR (Switzerland)		49,400		2,101,970
				5,318,326
Retail — 3.7%
Lowe’s Cos., Inc.		123,800		3,142,044
Software — 9.9%
Adobe Systems, Inc. (a)		138,200		3,906,914
Autodesk, Inc. (a)		47,000		1,425,510
Microsoft Corp.		74,800		1,941,808
Red Hat, Inc. (a)		27,200		1,123,088
				8,397,320
Telecommunications — 5.4%
Cisco Systems, Inc.		106,300		1,921,904
QUALCOMM, Inc.		48,200		2,636,540
				4,558,444
TOTAL COMMON STOCK (Cost $78,989,100)				84,711,227
TOTAL EQUITIES (Cost $78,989,100)				84,711,227
TOTAL LONG-TERM INVESTMENTS (Cost $78,989,100)				84,711,227
	Principal Amount
SHORT-TERM INVESTMENTS — 0.6%
Repurchase Agreement — 0.6%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	501,150		501,150
TOTAL SHORT-TERM INVESTMENTS (Cost $501,150)				501,150
TOTAL INVESTMENTS — 100.1% (Cost $79,490,250) (c)				85,212,377
Other Assets/(Liabilities) — (0.1)%				(47,527	)
NET ASSETS — 100.0%			$	85,164,850

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

52

MML Concentrated Growth Fund – Portfolio of Investments (Continued)

Notes to Portfolio of Investments

ADR American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $501,151. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 8/15/39, and an aggregate market value, including accrued interest, of $512,357.

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

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

53

MML Equity Income Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 96.2%
COMMON STOCK — 95.7%
Aerospace & Defense — 1.6%
The Boeing Co.		69,300	$	5,083,155
Exelis, Inc.		58,800		532,140
Lockheed Martin Corp.		38,100		3,082,290
				8,697,585
Agriculture — 0.8%
Archer-Daniels-Midland Co.		147,100		4,207,060
Auto Manufacturers — 0.2%
General Motors Co. (a)		57,300		1,161,471
Banks — 7.5%
Bank of America Corp.		637,577		3,544,928
Bank of New York Mellon Corp.		147,800		2,942,698
Capital One Financial Corp.		71,700		3,032,193
Northern Trust Corp.		110,300		4,374,498
PNC Financial Services Group, Inc.		83,400		4,809,678
Regions Financial Corp.		285,200		1,226,360
SunTrust Banks, Inc.		188,100		3,329,370
U.S. Bancorp		313,900		8,490,995
Wells Fargo & Co.		333,300		9,185,748
				40,936,468
Beverages — 1.4%
Molson Coors Brewing Co. Class B		51,500		2,242,310
PepsiCo, Inc.		77,500		5,142,125
				7,384,435
Biotechnology — 0.9%
Amgen, Inc.		73,600		4,725,856
Building Materials — 0.7%
Fortune Brands Home & Security, Inc. (a)		82,700		1,408,381
Masco Corp.		179,000		1,875,920
USG Corp. (a)		77,000		782,320
				4,066,621
Chemicals — 2.0%
E.I. du Pont de Nemours & Co.		61,400		2,810,892
International Flavors & Fragrances, Inc.		51,300		2,689,146
Monsanto Co.		80,100		5,612,607
				11,112,645
Commercial Services — 0.2%
H&R Block, Inc.		75,000		1,224,750
Computers — 1.6%
Computer Sciences Corp.		153,400		3,635,580
Hewlett-Packard Co.		187,500		4,830,000
				8,465,580

	Number of Shares		Value
Cosmetics & Personal Care — 0.7%
Avon Products, Inc.		214,500	$	3,747,315
Distribution & Wholesale — 0.6%
Genuine Parts Co.		50,500		3,090,600
Diversified Financial — 6.2%
American Express Co.		218,500		10,306,645
JP Morgan Chase & Co.		375,300		12,478,725
Legg Mason, Inc.		147,000		3,535,350
Morgan Stanley		91,100		1,378,343
NYSE Euronext		92,000		2,401,200
SLM Corp.		263,200		3,526,880
				33,627,143
Electric — 6.4%
Duke Energy Corp.		163,700		3,601,400
Entergy Corp.		94,200		6,881,310
Exelon Corp.		148,000		6,418,760
FirstEnergy Corp.		56,400		2,498,520
Pinnacle West Capital Corp.		63,100		3,040,158
PPL Corp.		76,700		2,256,514
Progress Energy, Inc.		82,700		4,632,854
TECO Energy, Inc.		59,600		1,140,744
Xcel Energy, Inc.		153,700		4,248,268
				34,718,528
Electrical Components & Equipment — 0.7%
Emerson Electric Co.		84,800		3,950,832
Energy – Alternate Sources — 0.1%
First Solar, Inc. (a)		9,100		307,216
Entertainment — 0.3%
The Madison Square Garden Co. Class A (a)		51,625		1,478,540
Foods — 1.8%
Campbell Soup Co.		97,900		3,254,196
ConAgra Foods, Inc.		139,800		3,690,720
The Hershey Co.		6,400		395,392
McCormick & Co., Inc.		49,300		2,485,706
				9,826,014
Forest Products & Paper — 1.8%
International Paper Co.		221,900		6,568,240
MeadWestvaco Corp.		102,700		3,075,865
				9,644,105
Gas — 1.1%
NiSource, Inc.		255,300		6,078,693
Health Care – Products — 1.4%
Johnson & Johnson		119,300		7,823,694
Health Care – Services — 1.4%
Quest Diagnostics, Inc.		56,900		3,303,614
Thermo Fisher Scientific, Inc. (a)		102,300		4,600,431
				7,904,045

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

54

MML Equity Income Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Home Furnishing — 0.8%
Whirlpool Corp.		87,800	$	4,166,110
Household Products — 3.5%
Avery Dennison Corp.		70,500		2,021,940
The Clorox Co.		83,400		5,551,104
Beam, Inc.		89,100		4,564,593
Kimberly-Clark Corp.		93,400		6,870,504
				19,008,141
Insurance — 3.7%
The Allstate Corp.		200,600		5,498,446
The Chubb Corp.		37,800		2,616,516
Lincoln National Corp.		127,600		2,477,992
Loews Corp.		30,300		1,140,795
Marsh & McLennan Cos., Inc.		197,100		6,232,302
Sun Life Financial, Inc.		103,300		1,913,116
				19,879,167
Internet — 0.2%
Yahoo!, Inc. (a)		70,900		1,143,617
Iron & Steel — 1.0%
Nucor Corp.		140,400		5,555,628
Leisure Time — 0.5%
Harley-Davidson, Inc.		67,400		2,619,838
Lodging — 0.4%
Marriott International, Inc. Class A		77,564		2,262,542
Machinery – Construction & Mining — 0.5%
Ingersoll-Rand PLC		82,700		2,519,869
Machinery – Diversified — 0.3%
Xylem, Inc.		68,000		1,746,920
Manufacturing — 7.3%
3M Co.		94,500		7,723,485
Cooper Industries PLC Class A		90,300		4,889,745
General Electric Co.		797,000		14,274,270
Honeywell International, Inc.		112,600		6,119,810
Illinois Tool Works, Inc.		127,100		5,936,841
ITT Corp.		34,000		657,220
				39,601,371
Media — 5.2%
Cablevision Systems Corp. Class A		140,100		1,992,222
Comcast Corp. Class A		139,300		3,302,803
The McGraw-Hill Cos., Inc.		116,900		5,256,993
The New York Times Co. Class A (a)		180,500		1,395,265
Time Warner, Inc.		220,433		7,966,449
The Walt Disney Co.		178,600		6,697,500
WPP PLC		141,000		1,472,503
				28,083,735
Mining — 0.8%
Vulcan Materials Co.		113,000		4,446,550

	Number of Shares		Value
Oil & Gas — 12.0%
Anadarko Petroleum Corp.		81,200	$	6,197,996
BP PLC Sponsored ADR (United Kingdom)		88,800		3,795,312
Chevron Corp.		151,200		16,087,680
ConocoPhillips		42,000		3,060,540
Diamond Offshore Drilling, Inc.		69,300		3,829,518
Exxon Mobil Corp.		155,600		13,188,656
Murphy Oil Corp.		116,300		6,482,562
Petroleo Brasileiro SA Sponsored ADR (Brazil)		56,900		1,413,965
Royal Dutch Shell PLC A Shares Sponsored ADR (United Kingdom)		149,800		10,948,882
				65,005,111
Oil & Gas Services — 0.9%
Schlumberger Ltd.		71,200		4,863,672
Pharmaceuticals — 3.4%
Bristol-Myers Squibb Co.		149,600		5,271,904
Merck & Co., Inc.		168,600		6,356,220
Pfizer, Inc.		313,354		6,780,981
				18,409,105
Pipelines — 0.5%
Spectra Energy Corp.		94,550		2,907,412
Real Estate Investment Trusts (REITS) — 0.4%
Weyerhaeuser Co.		112,442		2,099,292
Retail — 3.3%
The Home Depot, Inc.		184,800		7,768,992
Kohl’s Corp.		60,800		3,000,480
Macy’s, Inc.		95,900		3,086,062
Staples, Inc.		251,000		3,486,390
Tiffany & Co.		6,700		443,942
				17,785,866
Semiconductors — 1.6%
Analog Devices, Inc.		106,700		3,817,726
Applied Materials, Inc.		284,900		3,051,279
Texas Instruments, Inc.		64,400		1,874,684
				8,743,689
Software — 1.3%
Microsoft Corp.		275,400		7,149,384
Telecommunications — 6.5%
AT&T, Inc.		336,400		10,172,736
CenturyLink, Inc.		89,005		3,310,986
Cisco Systems, Inc.		251,300		4,543,504
Corning, Inc.		211,000		2,738,780
Harris Corp.		136,200		4,908,648
Telefonica SA		127,650		2,202,954
Verizon Communications, Inc.		129,200		5,183,504
Vodafone Group PLC		829,200		2,302,158
				35,363,270

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

55

MML Equity Income Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Toys, Games & Hobbies — 0.9%
Mattel, Inc.		182,100	$	5,055,096
Transportation — 1.3%
Canadian Pacific Railway Ltd.		19,400		1,312,798
United Parcel Service, Inc. Class B		77,000		5,635,630
				6,948,428
TOTAL COMMON STOCK (Cost $480,782,760)				519,543,009
PREFERRED STOCK — 0.5%
Auto Manufacturers — 0.5%
General Motors Co. 4.750%		83,350		2,854,738
TOTAL PREFERRED STOCK (Cost $4,171,346)				2,854,738
TOTAL EQUITIES (Cost $484,954,106)				522,397,747
MUTUAL FUNDS — 1.1%
Diversified Financial — 1.1%
T. Rowe Price Reserve Investment Fund		5,961,381		5,961,381
TOTAL MUTUAL FUNDS (Cost $5,961,381)				5,961,381
TOTAL LONG-TERM INVESTMENTS (Cost $490,915,487)				528,359,128
	Principal Amount
SHORT-TERM INVESTMENTS — 2.6%
Repurchase Agreement — 2.6%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	13,806,351		13,806,351
Time Deposits — 0.0%
Euro Time Deposit 0.010% 1/03/12		30,944		30,944
TOTAL SHORT-TERM INVESTMENTS (Cost $13,837,295)				13,837,295
TOTAL INVESTMENTS — 99.9% (Cost $504,752,782) (c)				542,196,423
Other Assets/(Liabilities) — 0.1%				642,853
NET ASSETS — 100.0%			$	542,839,276

Notes to Portfolio of Investments

ADR American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $13,806,366. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 9/25/39, and an aggregate market value, including accrued interest, of $14,082,819.

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

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

56

MML Foreign Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 95.2%
COMMON STOCK — 93.9%
Aerospace & Defense — 1.7%
BAE Systems PLC		698,450	$	3,079,572
Embraer SA Sponsored ADR (Brazil)		83,640		2,109,401
				5,188,973
Auto Manufacturers — 2.0%
Nissan Motor Co. Ltd.		341,570		3,065,780
Toyota Motor Corp. Sponsored ADR (Japan)		47,390		3,133,901
				6,199,681
Automotive & Parts — 1.0%
Cie Generale des Etablissements Michelin Class B		49,970		2,937,647
Banks — 6.3%
Banco Santander SA		106,970		808,195
Credit Agricole SA		207,090		1,165,155
DBS Group Holdings, Ltd.		573,479		5,080,079
HSBC Holdings PLC		393,600		2,979,632
ICICI Bank Ltd. Sponsored ADR (India)		84,850		2,242,585
Intesa Sanpaolo		652,932		1,084,489
KB Financial Group, Inc. Sponsored ADR (Republic of Korea)		80,670		2,528,198
Mitsubishi UFJ Financial Group, Inc.		228,100		967,653
Nordea Bank AB		116,605		897,199
UniCredit SpA		224,992		1,854,954
				19,608,139
Building Materials — 1.1%
CRH PLC		172,452		3,423,691
Chemicals — 1.8%
Akzo Nobel NV		71,210		3,426,266
Lonza Group AG Registered (a)		36,480		2,146,662
				5,572,928
Commercial Services — 2.2%
Adecco SA (a)		37,100		1,546,241
G4S PLC		750,040		3,156,977
Randstad Holding NV		58,153		1,711,857
Rentokil Initial PLC (a)		428,422		415,101
				6,830,176
Computers — 1.1%
Compal Electronics, Inc.		2,144,605		2,134,843
Lite On Technology Corp.		1,043,430		1,174,738
				3,309,581
Distribution & Wholesale — 1.9%
ITOCHU Corp.		403,800		4,094,520
Wolseley PLC		52,829		1,741,243
				5,835,763

	Number of Shares		Value
Diversified Financial — 0.7%
UBS AG (a)		182,700	$	2,170,164
Electric — 2.1%
E.ON AG		119,450		2,567,722
Iberdrola SA		392,531		2,447,832
National Grid PLC		138,282		1,341,629
				6,357,183
Electronics — 1.7%
Flextronics International Ltd. (a)		315,340		1,784,824
Koninklijke Philips Electronics NV		167,890		3,518,226
				5,303,050
Food Services — 1.1%
Compass Group PLC		354,702		3,358,467
Foods — 3.6%
Nestle SA		46,510		2,670,270
Tesco PLC		580,210		3,632,152
Unilever PLC		143,167		4,805,600
				11,108,022
Gas — 0.7%
Gaz De France		75,588		2,055,781
Health Care – Services — 0.7%
Rhoen-Klinikum AG		118,083		2,249,604
Holding Company – Diversified — 0.6%
Hutchison Whampoa Ltd.		224,291		1,876,577
Home Furnishing — 0.3%
Sony Corp.		44,235		797,206
Insurance — 7.9%
ACE Ltd.		59,484		4,171,018
AIA Group Ltd.		1,336,400		4,165,324
Aviva PLC		595,535		2,764,637
AXA SA		211,767		2,729,135
ING Groep NV (a)		464,460		3,309,849
Muenchener Rueckversicherungs AG		27,060		3,319,159
Swiss Re Ltd. (a)		75,770		3,858,862
				24,317,984
Internet — 1.6%
Check Point Software Technologies Ltd. (a)		21,339		1,121,151
Trend Micro, Inc.		130,600		3,899,282
				5,020,433
Iron & Steel — 1.4%
Citic Pacific Ltd.		1,168,320		2,094,696
POSCO ADR (Republic of Korea)		26,581		2,182,300
				4,276,996
Machinery – Diversified — 0.3%
Alstom SA		30,530		920,680

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

57

MML Foreign Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Manufacturing — 2.0%
Konica Minolta Holdings, Inc.		239,500	$	1,783,422
Siemens AG		46,736		4,469,859
				6,253,281
Media — 3.3%
British Sky Broadcasting Group PLC		205,574		2,336,011
Pearson PLC		128,604		2,408,441
Reed Elsevier NV		277,543		3,228,013
Vivendi SA		102,380		2,235,063
				10,207,528
Oil & Gas — 11.5%
BP PLC		468,264		3,339,309
ENI SpA		204,713		4,228,460
Petroleo Brasileiro SA Sponsored ADR (Brazil)		151,640		3,562,024
Royal Dutch Shell PLC Class A		2,447		89,958
Royal Dutch Shell PLC Class B		188,304		7,166,134
Sasol Ltd. Sponsored ADR (South Africa)		64,700		3,066,780
StatoilHydro ASA		204,250		5,231,271
Talisman Energy, Inc.		294,400		3,750,981
Total SA		100,112		5,109,816
				35,544,733
Oil & Gas Services — 0.8%
SBM Offshore NV		116,456		2,393,877
Packaging & Containers — 0.5%
Rexam PLC		308,610		1,688,740
Pharmaceuticals — 9.6%
Bayer AG		51,920		3,319,386
Celesio AG		71,790		1,137,254
GlaxoSmithKline PLC		226,254		5,159,184
Merck KGaA		35,150		3,504,192
Novartis AG		73,150		4,178,791
Roche Holding AG		33,520		5,668,822
Sanofi		90,688		6,635,732
				29,603,361
Real Estate — 0.8%
Cheung Kong Holdings		221,215		2,625,389
Retail — 1.8%
Kingfisher PLC		886,144		3,445,097
Marks & Spencer Group PLC		434,140		2,094,388
				5,539,485
Semiconductors — 5.8%
Infineon Technologies AG		427,477		3,217,496
Samsung Electronics Co., Ltd.		9,953		9,142,088
Taiwan Semiconductor Manufacturing Co. Ltd.		2,213,275		5,534,918
				17,894,502

	Number of Shares		Value
Software — 1.6%
SAP AG Sponsored ADR (Germany)		95,360	$	5,049,312
Telecommunications — 13.0%
China Mobile Ltd.		259,500		2,530,100
China Telecom Corp. Ltd. Class H		8,147,643		4,620,081
France Telecom SA		198,787		3,110,964
Mobile TeleSystems Sponsored ADR (Russia)		114,225		1,676,823
Singapore Telecommunications Ltd.		239,000		569,675
Singapore Telecommunications Ltd.		1,849,000		4,406,965
Telefonaktiebolaget LM Ericsson Sponsored ADR (Sweden)		309,690		3,137,160
Telefonica SA Sponsored ADR (Spain)		282,075		4,848,869
Telekom Austria AG		163,910		1,963,100
Telenor ASA		399,566		6,537,273
Vodafone Group PLC Sponsored ADR (United Kingdom)		240,423		6,739,057
				40,140,067
Toys, Games & Hobbies — 0.5%
Nintendo Co. Ltd.		12,000		1,654,283
Transportation — 0.9%
Deutsche Post AG		172,271		2,648,609
TOTAL COMMON STOCK (Cost $343,231,632)				289,961,893
PREFERRED STOCK — 1.3%
Mining — 1.3%
Vale SA Sponsored ADR (Brazil) 8.180%		191,752		3,950,091
TOTAL PREFERRED STOCK (Cost $2,736,273)				3,950,091
TOTAL EQUITIES (Cost $345,967,905)				293,911,984
TOTAL LONG-TERM INVESTMENTS (Cost $345,967,905)				293,911,984
	Principal Amount
SHORT-TERM INVESTMENTS — 5.6%
Repurchase Agreement — 5.6%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	17,249,973		17,249,973

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

58

MML Foreign Fund – Portfolio of Investments (Continued)

	Value
TOTAL SHORT-TERM INVESTMENTS (Cost $17,249,973)	$	17,249,973
TOTAL INVESTMENTS — 100.8% (Cost $363,217,878) (c)		311,161,957
Other Assets/(Liabilities) — (0.8)%		(2,317,765	)
NET ASSETS — 100.0%	$	308,844,192

Notes to Portfolio of Investments

ADR American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $17,249,992. Collateralized by U.S. Government Agency obligations with rates ranging from 3.500% – 4.000%, maturity dates ranging from 9/25/39 – 11/15/40, and an aggregate market value, including accrued interest, of $17,597,927.

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

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

59

MML Global Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 98.0%
COMMON STOCK — 98.0%
Advertising — 1.4%
Omnicom Group, Inc.		34,590	$	1,542,022
Aerospace & Defense — 1.3%
United Technologies Corp.		19,700		1,439,873
Apparel — 1.3%
Burberry Group PLC		20,930		383,024
Nike, Inc. Class B		10,910		1,051,397
				1,434,421
Banks — 7.3%
Banco Santander SA ADS (Brazil)		62,980		512,657
Bank of New York Mellon Corp.		74,410		1,481,503
Credicorp Ltd.		2,170		237,550
Erste Group Bank AG		24,807		434,478
ICICI Bank Ltd. Sponsored ADR (India)		12,620		333,547
Julius Baer Group Ltd. (a)		29,924		1,163,804
Komercni Banka AS		3,118		525,577
Standard Chartered PLC		62,472		1,360,172
State Street Corp.		50,570		2,038,477
				8,087,765
Beverages — 7.6%
Carlsberg A/S Class B		8,232		581,402
Diageo PLC		118,895		2,594,399
Dr. Pepper Snapple Group, Inc.		21,380		844,082
Heineken NV		57,464		2,652,850
PepsiCo, Inc.		4,950		328,433
Pernod-Ricard SA		14,672		1,357,982
				8,359,148
Chemicals — 8.9%
Air Liquide		8,841		1,092,625
Akzo Nobel NV		32,226		1,550,553
Brenntag AG		1,034		96,057
Givaudan SA Registered (a)		323		306,569
Linde AG		23,470		3,491,511
Praxair, Inc.		9,930		1,061,517
The Sherwin-Williams Co.		12,380		1,105,163
Shin-Etsu Chemical Co. Ltd.		21,800		1,072,126
				9,776,121
Commercial Services — 1.7%
Visa, Inc. Class A		18,510		1,879,320
Computers — 1.9%
Accenture PLC Class A		38,200		2,033,386
Cosmetics & Personal Care — 2.9%
Beiersdorf AG		7,448		422,395
Colgate-Palmolive Co.		17,350		1,602,966
The Procter & Gamble Co.		18,170		1,212,121
				3,237,482

	Number of Shares		Value
Diversified Financial — 3.7%
Aeon Credit Service Co. Ltd.		23,000	$	362,974
American Express Co.		22,840		1,077,363
Deutsche Boerse AG (a)		13,260		695,178
The Goldman Sachs Group, Inc.		10,870		982,974
UBS AG (a)		79,332		942,329
				4,060,818
Electric — 0.2%
Red Electrica Corp. SA		6,064		258,742
Electrical Components & Equipment — 2.6%
Legrand SA		44,382		1,421,798
Schneider Electric SA		27,545		1,439,524
				2,861,322
Electronics — 2.7%
Amphenol Corp. Class A		19,920		904,169
Hoya Corp.		45,600		980,881
Waters Corp. (a)		15,010		1,111,490
				2,996,540
Entertainment — 0.7%
Ladbrokes PLC		118,710		239,411
William Hill PLC		155,853		489,638
				729,049
Food Services — 1.2%
Compass Group PLC		137,180		1,298,878
Foods — 6.8%
Danone SA		33,213		2,086,207
The J.M. Smucker Co.		13,310		1,040,443
Nestle SA		62,643		3,596,511
Tesco PLC		126,552		792,223
				7,515,384
Forest Products & Paper — 1.3%
Svenska Cellulosa AB Class B		95,980		1,420,834
Health Care – Products — 4.4%
Johnson & Johnson		13,000		852,540
Medtronic, Inc.		48,680		1,862,010
Sonova Holding AG (a)		5,828		609,477
St. Jude Medical, Inc.		43,770		1,501,311
				4,825,338
Health Care – Services — 1.5%
Thermo Fisher Scientific, Inc. (a)		37,540		1,688,174
Holding Company – Diversified — 1.8%
LVMH Moet Hennessy Louis Vuitton SA		14,344		2,020,906
Household Products — 2.4%
Reckitt Benckiser Group PLC		53,846		2,653,441

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

60

MML Global Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Insurance — 1.2%
AXA SA		43,091	$	555,333
Swiss Re Ltd. (a)		14,630		745,086
				1,300,419
Leisure Time — 0.3%
Harley-Davidson, Inc.		8,790		341,667
Machinery – Diversified — 0.3%
Rockwell Automation, Inc.		3,910		286,877
Manufacturing — 4.1%
3M Co.		24,680		2,017,097
Honeywell International, Inc.		40,640		2,208,784
Smiths Group PLC		22,139		313,154
				4,539,035
Media — 4.0%
The Walt Disney Co.		81,440		3,054,000
WPP PLC		126,984		1,326,130
				4,380,130
Office Equipment/Supplies — 1.1%
Canon, Inc.		27,400		1,212,419
Oil & Gas — 1.3%
Inpex Corp.		158		993,596
Royal Dutch Shell PLC Class A		12,189		443,492
				1,437,088
Oil & Gas Services — 1.7%
National Oilwell Varco, Inc.		15,760		1,071,522
Schlumberger Ltd.		12,090		825,868
				1,897,390
Pharmaceuticals — 4.6%
Bayer AG		30,162		1,928,338
DENTSPLY International, Inc.		26,260		918,837
Merck KGaA		13,472		1,343,058
Roche Holding AG		5,142		869,603
				5,059,836
Retail — 5.6%
Cie Financiere Richemont SA		22,654		1,140,689
Hennes & Mauritz AB Class B		18,280		586,544
Lawson, Inc.		5,600		349,468
Sally Beauty Holdings, Inc. (a)		25,970		548,746
Target Corp.		25,960		1,329,671
Urban Outfitters, Inc. (a)		23,100		636,636
Walgreen Co.		47,040		1,555,143
				6,146,897
Semiconductors — 1.9%
Microchip Technology, Inc.		16,360		599,267
Samsung Electronics Co., Ltd.		1,596		1,465,967
				2,065,234
Software — 3.3%
Autodesk, Inc. (a)		22,810		691,827

	Number of Shares		Value
Dassault Systemes SA		10,653	$	852,982
Oracle Corp.		83,260		2,135,619
				3,680,428
Telecommunications — 1.2%
Cisco Systems, Inc.		71,130		1,286,030
Transportation — 3.8%
Canadian National Railway Co.		25,060		1,968,714
Kuehne & Nagel International AG		2,620		293,239
United Parcel Service, Inc. Class B		25,710		1,881,715
				4,143,668
TOTAL COMMON STOCK (Cost $94,075,163)				107,896,082
TOTAL EQUITIES (Cost $94,075,163)				107,896,082
TOTAL LONG-TERM INVESTMENTS (Cost $94,075,163)				107,896,082
	Principal Amount
SHORT-TERM INVESTMENTS — 1.9%
Repurchase Agreement — 1.9%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	2,111,427		2,111,427
Time Deposits — 0.0%
Euro Time Deposit 0.010% 1/03/12		6,729		6,729
TOTAL SHORT-TERM INVESTMENTS (Cost $2,118,156)				2,118,156
TOTAL INVESTMENTS — 99.9% (Cost $96,193,319) (c)				110,014,238
Other Assets/(Liabilities) — 0.1%				128,710
NET ASSETS — 100.0%			$	110,142,948

Notes to Portfolio of Investments

ADR American Depositary Receipt

ADS American Depositary Share

(a) Non-income producing security.

(b) Maturity value of $2,111,430. Collateralized by U.S. Government Agency obligations with a rate of 3.500%, maturity date of 11/25/38, and an aggregate market value, including accrued interest, of $2,155,586.

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

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

61

MML Growth & Income Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 98.8%
COMMON STOCK — 98.8%
Aerospace & Defense — 2.0%
United Technologies Corp.		35,112	$	2,566,337
Agriculture — 2.3%
Philip Morris International, Inc.		37,013		2,904,780
Apparel — 1.6%
Nike, Inc. Class B		15,683		1,511,371
VF Corp.		3,820		485,102
				1,996,473
Auto Manufacturers — 0.5%
Bayerische Motoren Werke AG		10,245		684,932
Banks — 4.1%
Bank of America Corp.		151,663		843,246
Bank of New York Mellon Corp.		45,516		906,224
State Street Corp.		19,492		785,722
SunTrust Banks, Inc.		24,058		425,827
Wells Fargo & Co.		83,440		2,299,606
				5,260,625
Beverages — 3.7%
Diageo PLC		61,292		1,337,448
Heineken NV		37,954		1,752,163
PepsiCo, Inc.		25,084		1,664,323
				4,753,934
Building Materials — 0.8%
Owens Corning, Inc. (a)		34,380		987,394
Chemicals — 4.2%
Celanese Corp. Series A		16,530		731,783
Linde AG		11,205		1,666,910
Praxair, Inc.		13,167		1,407,552
The Sherwin-Williams Co.		16,477		1,470,902
				5,277,147
Commercial Services — 2.7%
MasterCard, Inc. Class A		4,292		1,600,143
Visa, Inc. Class A		17,860		1,813,326
				3,413,469
Computers — 7.2%
Accenture PLC Class A		16,480		877,231
Apple, Inc. (a)		11,857		4,802,085
EMC Corp. (a)		119,939		2,583,486
International Business Machines Corp.		4,872		895,863
				9,158,665
Cosmetics & Personal Care — 3.2%
Colgate-Palmolive Co.		12,114		1,119,213
The Procter & Gamble Co.		43,978		2,933,772
				4,052,985

	Number of Shares		Value
Diversified Financial — 6.7%
American Express Co.		33,068	$	1,559,818
BlackRock, Inc.		9,160		1,632,678
Franklin Resources, Inc.		13,723		1,318,231
The Goldman Sachs Group, Inc.		16,129		1,458,546
JP Morgan Chase & Co.		76,672		2,549,344
				8,518,617
Electric — 3.5%
Alliant Energy Corp.		22,910		1,010,560
American Electric Power Co., Inc.		25,063		1,035,353
Exelon Corp.		26,560		1,151,907
Wisconsin Energy Corp.		37,170		1,299,463
				4,497,283
Engineering & Construction — 0.8%
Fluor Corp.		19,790		994,447
Foods — 1.7%
Danone SA		19,327		1,213,986
General Mills, Inc.		22,338		902,679
				2,116,665
Hand & Machine Tools — 0.8%
Stanley Black & Decker, Inc.		15,440		1,043,744
Health Care – Products — 6.6%
Baxter International, Inc.		16,657		824,188
Becton, Dickinson & Co.		14,814		1,106,902
Covidien PLC		21,650		974,467
Johnson & Johnson		37,518		2,460,430
Medtronic, Inc.		38,058		1,455,719
St. Jude Medical, Inc.		46,548		1,596,596
				8,418,302
Health Care – Services — 0.9%
Thermo Fisher Scientific, Inc. (a)		26,120		1,174,616
Holding Company – Diversified — 0.9%
LVMH Moet Hennessy Louis Vuitton SA		8,363		1,178,251
Household Products — 1.1%
Reckitt Benckiser Group PLC		27,045		1,332,732
Insurance — 2.5%
ACE Ltd.		25,760		1,806,291
Aon Corp.		28,413		1,329,729
				3,136,020
Internet — 3.5%
Check Point Software Technologies Ltd. (a)		19,410		1,019,801
Google, Inc. Class A (a)		4,465		2,883,944
VeriSign, Inc.		15,812		564,805
				4,468,550

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

62

MML Growth & Income Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Manufacturing — 3.9%
3M Co.		24,003	$	1,961,765
Danaher Corp.		63,922		3,006,891
				4,968,656
Media — 4.4%
Comcast Corp. Class A		50,920		1,207,313
Viacom, Inc. Class B		31,010		1,408,164
The Walt Disney Co.		77,997		2,924,888
				5,540,365
Oil & Gas — 7.2%
Apache Corp.		11,240		1,018,119
Chevron Corp.		26,861		2,858,010
EOG Resources, Inc.		11,920		1,174,239
Exxon Mobil Corp.		21,709		1,840,055
Hess Corp.		10,812		614,122
Occidental Petroleum Corp.		17,461		1,636,096
				9,140,641
Oil & Gas Services — 3.4%
Cameron International Corp. (a)		23,890		1,175,149
Halliburton Co.		27,099		935,187
National Oilwell Varco, Inc.		16,416		1,116,124
Schlumberger Ltd.		15,937		1,088,656
				4,315,116
Pharmaceuticals — 4.1%
Abbott Laboratories		37,825		2,126,900
Gilead Sciences, Inc. (a)		35,284		1,444,174
Teva Pharmaceutical Industries Ltd. Sponsored ADR (Israel)		23,168		935,060
VCA Antech, Inc. (a)		33,570		663,008
				5,169,142
Pipelines — 0.4%
Kinder Morgan, Inc.		14,810		476,438
Retail — 3.6%
Hennes & Mauritz AB Class B		25,680		823,985
Kohl’s Corp.		28,633		1,413,039
Target Corp.		44,478		2,278,163
				4,515,187
Semiconductors — 2.6%
Altera Corp.		16,210		601,391
ASML Holding NV		15,000		626,850
Microchip Technology, Inc.		54,809		2,007,654
				3,235,895
Software — 2.4%
Oracle Corp.		119,610		3,067,996
Telecommunications — 4.0%
American Tower Corp. Class A		26,242		1,574,783
AT&T, Inc.		48,664		1,471,599
Cisco Systems, Inc.		113,565		2,053,255
				5,099,637

	Number of Shares		Value
Transportation — 1.5%
Canadian National Railway Co.		19,579	$	1,538,126
Expeditors International of Washington, Inc.		10,123		414,638
				1,952,764
TOTAL COMMON STOCK (Cost $113,439,827)				125,417,805
TOTAL EQUITIES (Cost $113,439,827)				125,417,805
TOTAL LONG-TERM INVESTMENTS (Cost $113,439,827)				125,417,805
	Principal Amount
SHORT-TERM INVESTMENTS — 1.2%
Repurchase Agreement — 1.2%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	1,534,652		1,534,652
Time Deposits — 0.0%
Euro Time Deposit 0.010% 1/03/12		5,360		5,360
TOTAL SHORT-TERM INVESTMENTS (Cost $1,540,012)				1,540,012
TOTAL INVESTMENTS — 100.0% (Cost $114,979,839) (c)				126,957,817
Other Assets/(Liabilities) — 0.0%				93
NET ASSETS — 100.0%			$	126,957,910

Notes to Portfolio of Investments

ADR American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $1,534,654. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 12/25/38, and an aggregate market value, including accrued interest, of $1,565,736.

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

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

63

MML Income & Growth Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 91.0%
COMMON STOCK — 91.0%
Aerospace & Defense — 4.5%
General Dynamics Corp.		12,500	$	830,125
Northrop Grumman Corp.		13,600		795,328
Raytheon Co.		24,500		1,185,310
Rockwell Collins, Inc.		3,200		177,184
United Technologies Corp.		18,200		1,330,238
				4,318,185
Agriculture — 3.2%
Altria Group, Inc.		17,700		524,805
Lorillard, Inc.		7,000		798,000
Philip Morris International, Inc.		23,000		1,805,040
				3,127,845
Apparel — 1.1%
VF Corp.		8,600		1,092,114
Automotive & Parts — 0.3%
Johnson Controls, Inc.		9,700		303,222
Banks — 6.7%
Bank of America Corp.		60,800		338,048
Bank of New York Mellon Corp.		7,600		151,316
Bank of Nova Scotia		18,300		913,069
National Bank of Canada		15,100		1,069,265
The Toronto-Dominion Bank		11,000		823,745
U.S. Bancorp		46,300		1,252,415
Wells Fargo & Co.		70,600		1,945,736
				6,493,594
Beverages — 2.3%
The Coca-Cola Co.		17,300		1,210,481
Diageo PLC		44,500		971,031
				2,181,512
Chemicals — 3.0%
The Dow Chemical Co.		17,400		500,424
E.I. du Pont de Nemours & Co.		29,800		1,364,244
Olin Corp.		18,700		367,455
Praxair, Inc.		6,600		705,540
				2,937,663
Coal — 0.3%
CONSOL Energy, Inc.		4,300		157,810
Peabody Energy Corp.		3,700		122,507
				280,317
Commercial Services — 0.2%
Automatic Data Processing, Inc.		4,200		226,842
Computers — 1.9%
International Business Machines Corp.		10,000		1,838,800
Cosmetics & Personal Care — 1.2%
The Procter & Gamble Co.		17,800		1,187,438

	Number of Shares		Value
Diversified Financial — 2.9%
American Express Co.		19,700	$	929,249
JP Morgan Chase & Co.		57,100		1,898,575
				2,827,824
Electric — 5.9%
American Electric Power Co., Inc.		11,100		458,541
Consolidated Edison, Inc.		4,300		266,729
Dominion Resources, Inc.		18,600		987,288
Duke Energy Corp.		16,300		358,600
FirstEnergy Corp.		3,800		168,340
ITC Holdings Corp.		2,500		189,700
NextEra Energy, Inc.		12,900		785,352
Northeast Utilities		8,300		299,381
PPL Corp.		9,600		282,432
Public Service Enterprise Group, Inc.		21,500		709,715
The Southern Co.		21,100		976,719
Wisconsin Energy Corp.		7,600		265,696
				5,748,493
Foods — 3.6%
General Mills, Inc.		19,700		796,077
H.J. Heinz Co.		10,800		583,632
Kraft Foods, Inc. Class A		26,500		990,040
Unilever NV NY Shares		31,600		1,086,092
				3,455,841
Forest Products & Paper — 1.0%
MeadWestvaco Corp.		20,900		625,955
Temple-Inland, Inc.		11,300		358,323
				984,278
Gas — 0.3%
Sempra Energy		5,700		313,500
Health Care – Products — 1.3%
Johnson & Johnson		18,600		1,219,788
Household Products — 0.7%
Kimberly-Clark Corp.		9,800		720,888
Insurance — 3.6%
ACE Ltd.		9,200		645,104
The Chubb Corp.		14,800		1,024,456
Prudential Financial, Inc.		11,700		586,404
The Travelers Cos., Inc.		21,400		1,266,238
				3,522,202
Machinery – Construction & Mining — 1.8%
Caterpillar, Inc.		19,200		1,739,520
Machinery – Diversified — 2.0%
Deere & Co.		21,500		1,663,025
Rockwell Automation, Inc.		3,900		286,143
				1,949,168
Manufacturing — 3.1%
3M Co.		9,400		768,262
General Electric Co.		82,200		1,472,202

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

64

MML Income & Growth Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Honeywell International, Inc.		13,700	$	744,595
				2,985,059
Media — 1.0%
Comcast Corp. Special Class A		41,400		975,384
Mining — 3.5%
Barrick Gold Corp.		10,000		453,006
BHP Billiton Ltd.		53,800		1,899,065
Cameco Corp.		7,500		135,534
Rio Tinto Ltd.		9,500		587,992
Southern Copper Corp.		9,600		289,728
				3,365,325
Oil & Gas — 10.5%
Chevron Corp.		29,000		3,085,600
ConocoPhillips		12,800		932,736
EQT Corp.		11,700		641,043
Exxon Mobil Corp.		25,600		2,169,856
Marathon Oil Corp.		18,500		541,495
Marathon Petroleum Corp.		9,100		302,939
Murphy Oil Corp.		2,100		117,054
Occidental Petroleum Corp.		10,100		946,370
Total SA Sponsored ADR (France)		28,900		1,477,079
				10,214,172
Oil & Gas Services — 0.5%
Schlumberger Ltd.		7,200		491,832
Packaging & Containers — 0.2%
Packaging Corporation of America		7,600		191,824
Pharmaceuticals — 6.4%
Abbott Laboratories		13,800		775,974
Bristol-Myers Squibb Co.		43,800		1,543,512
Mead Johnson Nutrition Co.		11,600		797,268
Merck & Co., Inc.		33,500		1,262,950
Pfizer, Inc.		82,000		1,774,480
				6,154,184
Pipelines — 1.8%
Enbridge, Inc.		34,800		1,301,136
Spectra Energy Corp.		15,700		482,775
				1,783,911
Real Estate Investment Trusts (REITS) — 0.2%
Weyerhaeuser Co.		8,400		156,828
Retail — 4.6%
The Home Depot, Inc.		23,500		987,940
Limited Brands, Inc.		27,100		1,093,485
McDonald’s Corp.		17,200		1,725,676
Wal-Mart Stores, Inc.		11,400		681,264
				4,488,365
Semiconductors — 0.9%
Intel Corp.		36,000		873,000
Software — 1.0%
Microsoft Corp.		37,400		970,904

	Number of Shares		Value
Telecommunications — 5.8%
AT&T, Inc.		52,100	$	1,575,504
BCE, Inc.		7,500		312,525
CenturyLink, Inc.		36,576		1,360,627
Frontier Communications Corp.		5,300		27,295
Verizon Communications, Inc.		39,700		1,592,764
Vodafone Group PLC Sponsored ADR (United Kingdom)		15,200		426,056
Windstream Corp.		23,900		280,586
				5,575,357
Toys, Games & Hobbies — 0.5%
Mattel, Inc.		16,000		444,160
Transportation — 2.6%
Canadian National Railway Co.		13,600		1,068,416
Union Pacific Corp.		6,300		667,422
United Parcel Service, Inc. Class B		10,300		753,857
				2,489,695
Water — 0.6%
American Water Works Co., Inc.		18,300		583,038
TOTAL COMMON STOCK (Cost $75,603,199)				88,212,072
TOTAL EQUITIES (Cost $75,603,199)				88,212,072
TOTAL LONG-TERM INVESTMENTS (Cost $75,603,199)				88,212,072
	Principal Amount
SHORT-TERM INVESTMENTS — 10.5%
Repurchase Agreement — 10.5%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (a)	$	10,181,720		10,181,720
Time Deposits — 0.0%
Euro Time Deposit 0.010% 1/03/12		3,515		3,515
TOTAL SHORT-TERM INVESTMENTS (Cost $10,185,235)				10,185,235
TOTAL INVESTMENTS — 101.5% (Cost $85,788,434) (b)				98,397,307
Other Assets/(Liabilities) — (1.5)%				(1,466,554	)
NET ASSETS — 100.0%			$	96,930,753

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

65

MML Income & Growth Fund – Portfolio of Investments (Continued)

Notes to Portfolio of Investments

ADR American Depositary Receipt

(a) Maturity value of $10,181,731. Collateralized by U.S. Government Agency obligations with a rate of 3.500%, maturity date of 11/15/40, and an aggregate market value, including accrued interest, of $10,386,060.

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

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

66

MML Large Cap Growth Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 95.8%
COMMON STOCK — 95.8%
Apparel — 2.6%
Nike, Inc. Class B		35,070	$	3,379,696
Ralph Lauren Corp.		11,370		1,569,970
				4,949,666
Beverages — 3.2%
The Coca-Cola Co.		64,280		4,497,672
Hansen Natural Corp. (a)		17,810		1,641,013
				6,138,685
Biotechnology — 1.9%
Alexion Pharmaceuticals, Inc. (a)		24,950		1,783,925
Biogen Idec, Inc. (a)		16,980		1,868,649
				3,652,574
Chemicals — 4.7%
Ecolab, Inc.		45,340		2,621,105
Monsanto Co.		28,530		1,999,097
Potash Corp. of Saskatchewan, Inc.		40,300		1,663,584
Praxair, Inc.		24,070		2,573,083
				8,856,869
Commercial Services — 3.9%
MasterCard, Inc. Class A		6,210		2,315,212
Visa, Inc. Class A		50,530		5,130,311
				7,445,523
Computers — 10.4%
Accenture PLC Class A		28,210		1,501,618
Apple, Inc. (a)		29,270		11,854,350
Cognizant Technology Solutions Corp. Class A (a)		28,820		1,853,414
EMC Corp. (a)		134,420		2,895,407
Riverbed Technology, Inc. (a)		64,630		1,518,805
				19,623,594
Cosmetics & Personal Care — 1.8%
The Estee Lauder Cos., Inc. Class A		29,730		3,339,274
Diversified Financial — 4.5%
American Express Co.		50,140		2,365,104
CME Group, Inc.		6,660		1,622,842
IntercontinentalExchange, Inc. (a)		22,090		2,662,949
JP Morgan Chase & Co.		54,460		1,810,795
				8,461,690
Electric — 0.7%
ITC Holdings Corp.		16,770		1,272,508
Electrical Components & Equipment — 1.4%
AMETEK, Inc.		65,310		2,749,551
Electronics — 2.1%
Agilent Technologies, Inc. (a)		67,800		2,368,254
Trimble Navigation Ltd. (a)		37,540		1,629,236
				3,997,490

	Number of Shares		Value
Engineering & Construction — 0.8%
Fluor Corp.		30,120	$	1,513,530
Foods — 1.2%
Whole Foods Market, Inc.		31,890		2,218,906
Health Care – Products — 0.6%
Intuitive Surgical, Inc. (a)		2,380		1,101,964
Internet — 9.4%
Amazon.com, Inc. (a)		23,410		4,052,271
Baidu, Inc. Sponsored ADR (Cayman Islands) (a)		19,270		2,244,377
Check Point Software Technologies Ltd. (a)		38,920		2,044,857
F5 Networks, Inc. (a)		14,480		1,536,617
Google, Inc. Class A (a)		10,060		6,497,754
Priceline.com, Inc. (a)		3,020		1,412,484
				17,788,360
Iron & Steel — 0.6%
Allegheny Technologies, Inc.		23,120		1,105,136
Lodging — 0.9%
Las Vegas Sands Corp. (a)		39,240		1,676,725
Machinery – Construction & Mining — 1.3%
Joy Global, Inc.		33,300		2,496,501
Machinery – Diversified — 1.0%
Eaton Corp.		43,190		1,880,061
Media — 0.7%
DIRECTV Class A (a)		33,670		1,439,729
Metal Fabricate & Hardware — 2.3%
Precision Castparts Corp.		26,940		4,439,443
Mining — 0.7%
Barrick Gold Corp.		30,410		1,376,053
Oil & Gas — 5.4%
Anadarko Petroleum Corp.		34,100		2,602,853
Ensco PLC Sponsored ADR (United Kingdom)		39,370		1,847,240
Noble Energy, Inc.		33,230		3,136,580
Plains Exploration & Production Co. (a)		72,040		2,645,309
				10,231,982
Oil & Gas Services — 3.8%
Baker Hughes, Inc.		41,980		2,041,907
Schlumberger Ltd.		75,310		5,144,426
				7,186,333
Pharmaceuticals — 7.2%
Allergan, Inc.		40,760		3,576,282
AmerisourceBergen Corp.		56,140		2,087,847
Perrigo Co.		21,090		2,052,057

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

67

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

	Number of Shares		Value
Shire PLC Sponsored ADR (United Kingdom)		23,650	$	2,457,235
SXC Health Solutions Corp. (a)		27,460		1,550,941
Valeant Pharmaceuticals International, Inc. (a)		40,860		1,907,753
				13,632,115
Retail — 6.7%
Abercrombie & Fitch Co. Class A		34,890		1,704,028
Coach, Inc.		40,640		2,480,666
Costco Wholesale Corp.		38,780		3,231,149
Dick’s Sporting Goods, Inc.		49,430		1,822,978
Limited Brands, Inc.		39,760		1,604,316
Lululemon Athletica, Inc.		38,830		1,811,808
				12,654,945
Semiconductors — 1.4%
Altera Corp.		34,230		1,269,933
Avago Technologies Ltd.		45,400		1,310,244
				2,580,177
Software — 6.0%
Autodesk, Inc. (a)		48,970		1,485,260
Cerner Corp. (a)		34,140		2,091,075
Citrix Systems, Inc. (a)		24,970		1,516,179
Intuit, Inc.		35,720		1,878,515
Oracle Corp.		123,800		3,175,470
Salesforce.com, Inc. (a)		12,090		1,226,651
				11,373,150
Telecommunications — 5.6%
American Tower Corp. Class A		65,840		3,951,058
Polycom, Inc. (a)		78,650		1,281,995
QUALCOMM, Inc.		97,700		5,344,190
				10,577,243
Transportation — 3.0%
CSX Corp.		161,240		3,395,714
Expeditors International of Washington, Inc.		56,880		2,329,805
				5,725,519
TOTAL COMMON STOCK (Cost $170,738,115)				181,485,296
TOTAL EQUITIES (Cost $170,738,115)				181,485,296
TOTAL LONG-TERM INVESTMENTS (Cost $170,738,115)				181,485,296

	Principal Amount		Value
SHORT-TERM INVESTMENTS — 4.1%
Repurchase Agreement — 4.1%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	7,801,203	$	7,801,203
TOTAL SHORT-TERM INVESTMENTS (Cost $7,801,203)				7,801,203
TOTAL INVESTMENTS — 99.9% (Cost $178,539,318) (c)				189,286,499
Other Assets/(Liabilities) — 0.1%				124,895
NET ASSETS — 100.0%			$	189,411,394

Notes to Portfolio of Investments

ADR American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $7,801,211. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 9/25/39, and an aggregate market value, including accrued interest, of $7,958,185.

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

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

68

MML Mid Cap Growth Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 95.9%
COMMON STOCK — 95.3%
Advertising — 0.8%
Lamar Advertising Co. Class A (a)		100,000	$	2,750,000
Aerospace & Defense — 1.6%
Goodrich Corp.		25,000		3,092,500
Rockwell Collins, Inc.		35,000		1,937,950
Spirit AeroSystems Holdings, Inc. Class A (a)		13,000		270,140
				5,300,590
Auto Manufacturers — 0.1%
Tesla Motors, Inc. (a)		12,000		342,720
Automotive & Parts — 0.6%
WABCO Holdings, Inc. (a)		49,000		2,126,600
Banks — 0.5%
TCF Financial Corp.		151,000		1,558,320
Beverages — 0.1%
Hansen Natural Corp. (a)		2,000		184,280
Biotechnology — 2.1%
Alexion Pharmaceuticals, Inc. (a)		38,000		2,717,000
Human Genome Sciences, Inc. (a)		102,000		753,780
Regeneron Pharmaceuticals, Inc. (a)		46,000		2,549,780
Vertex Pharmaceuticals, Inc. (a)		25,000		830,250
				6,850,810
Chemicals — 0.6%
Rockwood Holdings, Inc. (a)		49,000		1,929,130
Coal — 1.1%
CONSOL Energy, Inc.		100,000		3,670,000
Commercial Services — 7.7%
Gartner, Inc. (a)		111,000		3,859,470
Global Payments, Inc.		97,000		4,595,860
Hertz Global Holdings, Inc. (a)		208,000		2,437,760
Manpower, Inc.		83,000		2,967,250
Quanta Services, Inc. (a)		180,000		3,877,200
Robert Half International, Inc.		37,000		1,053,020
Verisk Analytics, Inc. Class A (a)		56,000		2,247,280
Weight Watchers International, Inc.		29,000		1,595,290
Western Union Co.		139,000		2,538,140
				25,171,270
Computers — 2.4%
IHS, Inc. Class A (a)		62,000		5,341,920
MICROS Systems, Inc. (a)		55,000		2,561,900
				7,903,820
Distribution & Wholesale — 1.4%
Fastenal Co.		103,000		4,491,830
Diversified Financial — 2.9%
Air Lease Corp. (a)		78,000		1,849,380

	Number of Shares		Value
CBOE Holdings, Inc.		69,000	$	1,784,340
The Charles Schwab Corp.		25,000		281,500
Eaton Vance Corp.		49,000		1,158,360
IntercontinentalExchange, Inc. (a)		15,000		1,808,250
TD Ameritrade Holding Corp.		162,000		2,535,300
				9,417,130
Electric — 1.4%
Calpine Corp. (a)		279,000		4,556,070
Electrical Components & Equipment — 2.9%
AMETEK, Inc.		145,000		6,104,500
The Babcock & Wilcox Co. (a)		147,000		3,548,580
				9,653,080
Electronics — 2.4%
Dolby Laboratories, Inc. Class A (a)		52,000		1,586,520
FLIR Systems, Inc.		95,000		2,381,650
Trimble Navigation Ltd. (a)		93,000		4,036,200
				8,004,370
Engineering & Construction — 0.8%
McDermott International, Inc. (a)		240,000		2,762,400
Foods — 0.5%
Whole Foods Market, Inc.		24,000		1,669,920
Health Care – Products — 5.4%
Bruker Corp. (a)		139,000		1,726,380
C.R. Bard, Inc.		37,000		3,163,500
CareFusion Corp. (a)		120,000		3,049,200
The Cooper Cos., Inc.		19,000		1,339,880
Edwards Lifesciences Corp. (a)		24,000		1,696,800
Henry Schein, Inc. (a)		59,000		3,801,370
IDEXX Laboratories, Inc. (a)		37,000		2,847,520
				17,624,650
Health Care – Services — 2.7%
Covance, Inc. (a)		74,000		3,383,280
Laboratory Corporation of America Holdings (a)		23,000		1,977,310
MEDNAX, Inc. (a)		24,000		1,728,240
Universal Health Services, Inc. Class B		46,000		1,787,560
				8,876,390
Insurance — 2.8%
Aon Corp.		39,000		1,825,200
HCC Insurance Holdings, Inc.		66,000		1,815,000
Principal Financial Group, Inc.		67,000		1,648,200
W.R. Berkley Corp.		66,000		2,269,740
Willis Group Holdings PLC		45,000		1,746,000
				9,304,140
Internet — 2.9%
Akamai Technologies, Inc. (a)		47,000		1,517,160
Ariba, Inc. (a)		57,000		1,600,560

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

69

MML Mid Cap Growth Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Liberty Interactive Corp. Class A (a)		102,000	$	1,653,930
Netflix, Inc. (a)		23,000		1,593,670
Rackspace Hosting, Inc. (a)		29,000		1,247,290
TIBCO Software, Inc. (a)		73,000		1,745,430
				9,358,040
Leisure Time — 0.3%
Harley-Davidson, Inc.		28,000		1,088,360
Lodging — 1.5%
Choice Hotels International, Inc.		45,000		1,712,250
Marriott International, Inc. Class A		111,000		3,237,870
				4,950,120
Machinery – Diversified — 4.1%
Gardner Denver, Inc.		62,000		4,777,720
IDEX Corp.		88,000		3,265,680
Roper Industries, Inc.		63,000		5,472,810
				13,516,210
Manufacturing — 3.2%
Acuity Brands, Inc.		27,000		1,431,000
Crane Co.		29,000		1,354,590
Pall Corp.		74,000		4,229,100
Textron, Inc.		193,000		3,568,570
				10,583,260
Media — 2.0%
Discovery Communications, Inc. Series A (a)		33,000		1,352,010
Discovery Communications, Inc. Series C (a)		57,000		2,148,900
FactSet Research Systems, Inc.		27,000		2,356,560
Liberty Media Corp.-Liberty Capital Class A (a)		11,000		858,550
				6,716,020
Mining — 2.1%
Agnico-Eagle Mines Ltd.		65,000		2,360,800
Franco-Nevada Corp.		65,000		2,474,307
HudBay Minerals, Inc.		91,000		898,170
Osisko Mining Corp. (a)		119,000		1,149,409
				6,882,686
Oil & Gas — 4.8%
Continental Resources, Inc. (a)		30,000		2,001,300
EQT Corp.		57,000		3,123,030
Laredo Petroleum Holdings, Inc. (a)		18,100		403,630
QEP Resources, Inc.		73,000		2,138,900
Range Resources Corp.		56,000		3,468,640
SM Energy Co.		38,000		2,777,800
Ultra Petroleum Corp. (a)		64,000		1,896,320
				15,809,620
Oil & Gas Services — 1.5%
FMC Technologies, Inc. (a)		57,000		2,977,110
Trican Well Service Ltd. (b)		16,500		284,245

	Number of Shares		Value
Trican Well Service Ltd.		92,500	$	1,593,497
				4,854,852
Pharmaceuticals — 4.1%
Amylin Pharmaceuticals, Inc. (a)		32,000		364,160
DENTSPLY International, Inc.		135,000		4,723,650
Elan Corp. PLC Sponsored ADR (Ireland) (a)		148,000		2,033,520
SXC Health Solutions Corp. (a)		45,000		2,541,600
Theravance, Inc. (a)		54,000		1,193,400
Valeant Pharmaceuticals International, Inc. (a)		54,000		2,521,260
				13,377,590
Real Estate — 0.4%
Jones Lang LaSalle, Inc.		22,000		1,347,720
Retail — 10.5%
Bed Bath & Beyond, Inc. (a)		37,000		2,144,890
CarMax, Inc. (a)		124,000		3,779,520
Chipotle Mexican Grill, Inc. (a)		6,000		2,026,440
Dollar General Corp. (a)		157,000		6,458,980
Kohl’s Corp.		56,000		2,763,600
Michael Kors Holdings Ltd. (a) (c)		74,776		1,935,764
Michael Kors Holdings Ltd. (a)		16,500		449,625
MSC Industrial Direct Co., Inc. Class A		7,000		500,850
O’Reilly Automotive, Inc. (a)		57,000		4,557,150
Panera Bread Co. Class A (a)		16,000		2,263,200
Shoppers Drug Mart Corp.		105,000		4,240,196
Starbucks Corp.		28,000		1,288,280
Tim Hortons, Inc.		40,000		1,936,800
				34,345,295
Savings & Loans — 0.4%
BankUnited, Inc.		55,000		1,209,450
Semiconductors — 6.3%
Altera Corp.		60,000		2,226,000
Atmel Corp. (a)		298,000		2,413,800
Cree, Inc. (a)		28,000		617,120
Intersil Corp. Class A		148,000		1,545,120
Marvell Technology Group Ltd. (a)		182,000		2,520,700
Microchip Technology, Inc.		56,000		2,051,280
NVIDIA Corp. (a)		166,000		2,300,760
PMC-Sierra, Inc. (a)		61,000		336,110
Rovi Corp. (a)		28,000		688,240
Silicon Laboratories, Inc. (a)		56,000		2,431,520
Xilinx, Inc.		108,000		3,462,480
				20,593,130
Software — 6.7%
Allscripts Healthcare Solutions, Inc. (a)		97,000		1,837,180
Concur Technologies, Inc. (a)		52,000		2,641,080
Fiserv, Inc. (a)		61,000		3,583,140

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

70

MML Mid Cap Growth Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Informatica Corp. (a)		23,000	$	849,390
MSCI, Inc. Class A (a)		110,000		3,622,300
Nuance Communications, Inc. (a)		240,000		6,038,400
Red Hat, Inc. (a)		82,000		3,385,780
				21,957,270
Telecommunications — 2.7%
Amdocs Ltd. (a)		126,000		3,594,780
Aruba Networks, Inc. (a)		17,000		314,840
JDS Uniphase Corp. (a)		277,000		2,891,880
Motorola Mobility Holdings, Inc. (a)		57,000		2,211,600
				9,013,100
Transportation — 1.0%
Kansas City Southern (a)		29,000		1,972,290
UTI Worldwide, Inc.		95,000		1,262,550
				3,234,840
TOTAL COMMON STOCK (Cost $254,409,610)				312,985,083
PREFERRED STOCK — 0.6%
Internet — 0.5%
Coupons.com (a) (c)		134,468		738,680
LivingSocial (a) (c)		158,890		1,221,864
				1,960,544
Software — 0.1%
Workday, Inc. (a) (c)		14,857		197,004
TOTAL PREFERRED STOCK (Cost $1,833,571)				2,157,548
TOTAL EQUITIES (Cost $256,243,181)				315,142,631
MUTUAL FUNDS — 1.8%
Diversified Financial — 1.8%
T. Rowe Price Government Reserve Investment Fund		5,787,843		5,787,843
TOTAL MUTUAL FUNDS (Cost $5,787,843)				5,787,843
TOTAL LONG-TERM INVESTMENTS (Cost $262,031,024)				320,930,474

	Principal Amount		Value
SHORT-TERM INVESTMENTS — 2.2%
Repurchase Agreement — 2.2%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (d)	$	7,185,683	$	7,185,683
TOTAL SHORT-TERM INVESTMENTS (Cost $7,185,683)				7,185,683
TOTAL INVESTMENTS — 99.9% (Cost $269,216,707) (e)				328,116,157
Other Assets/(Liabilities) — 0.1%				436,452
NET ASSETS — 100.0%			$	328,552,609

Notes to Portfolio of Investments

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, 2011, these securities amounted to a value of $284,245 or 0.09% of net assets.

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

(d) Maturity value of $7,185,691. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 5/15/39, and an aggregate market value, including accrued interest, of $7,330,051.

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

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

71

MML Mid Cap Value Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 96.1%
COMMON STOCK — 96.1%
Advertising — 0.3%
Omnicom Group, Inc.		33,100	$	1,475,598
Aerospace & Defense — 0.6%
Exelis, Inc.		267,500		2,420,875
Airlines — 1.0%
Southwest Airlines Co.		500,100		4,280,856
Auto Manufacturers — 0.4%
Oshkosh Corp. (a)		81,600		1,744,608
Banks — 7.3%
City National Corp.		36,300		1,603,734
Comerica, Inc.		221,462		5,713,720
Commerce Bancshares, Inc.		130,373		4,969,819
Cullen/Frost Bankers, Inc.		33,400		1,767,194
Northern Trust Corp.		278,002		11,025,559
State Street Corp.		35,400		1,426,974
SunTrust Banks, Inc.		124,500		2,203,650
Westamerica Bancorp.		48,000		2,107,200
				30,817,850
Beverages — 1.3%
Dr. Pepper Snapple Group, Inc.		136,300		5,381,124
Chemicals — 1.1%
Minerals Technologies, Inc.		46,481		2,627,571
Olin Corp.		103,700		2,037,705
				4,665,276
Coal — 0.4%
Peabody Energy Corp.		45,600		1,509,816
Commercial Services — 0.6%
Booz Allen Hamilton Holding Corp. (a)		145,079		2,502,613
Computers — 0.5%
Western Digital Corp. (a)		62,500		1,934,375
Diversified Financial — 1.4%
The Charles Schwab Corp.		228,700		2,575,162
Franklin Resources, Inc.		20,500		1,969,230
T. Rowe Price Group, Inc.		26,200		1,492,090
				6,036,482
Electric — 10.8%
Consolidated Edison, Inc.		38,200		2,369,546
The Empire District Electric Co.		235,000		4,956,150
Great Plains Energy, Inc.		257,000		5,597,460
IDACORP, Inc.		46,100		1,955,101
Northeast Utilities		99,771		3,598,740
NV Energy, Inc.		347,300		5,678,355
PG&E Corp.		151,800		6,257,196
Portland General Electric Co.		89,981		2,275,619
Westar Energy, Inc.		227,114		6,536,341

	Number of Shares		Value
Wisconsin Energy Corp.		49,678	$	1,736,743
Xcel Energy, Inc.		156,173		4,316,622
				45,277,873
Electrical Components & Equipment — 1.6%
Emerson Electric Co.		46,100		2,147,799
Hubbell, Inc. Class B		37,166		2,484,919
Molex, Inc.		113,700		2,248,986
				6,881,704
Electronics — 3.0%
Brady Corp. Class A		30,486		962,443
Koninklijke Philips Electronics NV		305,300		6,397,727
Thomas & Betts Corp. (a)		93,500		5,105,100
				12,465,270
Entertainment — 0.6%
International Speedway Corp. Class A		58,121		1,473,367
Speedway Motorsports, Inc.		58,254		893,034
				2,366,401
Environmental Controls — 3.8%
Republic Services, Inc.		501,664		13,820,843
Waste Management, Inc.		66,559		2,177,145
				15,997,988
Foods — 4.7%
General Mills, Inc.		37,700		1,523,457
H.J. Heinz Co.		32,700		1,767,108
Kellogg Co.		71,300		3,605,641
Ralcorp Holdings, Inc. (a)		95,227		8,141,908
Sysco Corp.		154,200		4,522,686
				19,560,800
Gas — 0.6%
AGL Resources, Inc.		58,323		2,464,730
Hand & Machine Tools — 0.9%
Snap-on, Inc.		53,900		2,728,418
Stanley Black & Decker, Inc.		17,400		1,176,240
				3,904,658
Health Care – Products — 6.2%
Becton, Dickinson & Co.		58,500		4,371,120
Boston Scientific Corp. (a)		578,700		3,090,258
CareFusion Corp. (a)		230,121		5,847,375
Covidien PLC		53,500		2,408,035
Hologic, Inc. (a)		90,800		1,589,908
Zimmer Holdings, Inc. (a)		162,900		8,702,118
				26,008,814
Health Care – Services — 2.5%
Cigna Corp.		63,700		2,675,400
Humana, Inc.		21,700		1,901,137
LifePoint Hospitals, Inc. (a)		147,100		5,464,765

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

72

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

	Number of Shares		Value
Select Medical Holdings Corp. (a)		46,005	$	390,122
				10,431,424
Home Furnishing — 1.0%
Whirlpool Corp.		89,300		4,237,285
Household Products — 2.4%
The Clorox Co.		47,900		3,188,224
Kimberly-Clark Corp.		96,194		7,076,031
				10,264,255
Insurance — 7.9%
ACE Ltd.		28,700		2,012,444
The Allstate Corp.		174,900		4,794,009
Aon Corp.		85,900		4,020,120
The Chubb Corp.		15,900		1,100,598
HCC Insurance Holdings, Inc.		230,520		6,339,300
Marsh & McLennan Cos., Inc.		196,311		6,207,354
Symetra Financial Corp.		145,029		1,315,413
Torchmark Corp.		26,650		1,156,343
The Travelers Cos., Inc.		56,000		3,313,520
Unum Group		140,000		2,949,800
				33,208,901
Machinery – Construction & Mining — 0.5%
Ingersoll-Rand PLC		67,600		2,059,772
Machinery – Diversified — 0.4%
Xylem, Inc.		61,000		1,567,090
Manufacturing — 2.9%
Harsco Corp.		81,400		1,675,212
ITT Corp.		163,000		3,150,790
Tyco International Ltd.		155,300		7,254,063
				12,080,065
Media — 1.0%
Time Warner Cable, Inc.		67,700		4,303,689
Metal Fabricate & Hardware — 1.3%
Kaydon Corp.		174,610		5,325,605
Mining — 1.1%
Newmont Mining Corp.		77,189		4,632,112
Oil & Gas — 6.2%
Apache Corp.		17,300		1,567,034
Devon Energy Corp.		38,800		2,405,600
EQT Corp.		23,400		1,282,086
Imperial Oil Ltd.		191,848		8,547,711
Murphy Oil Corp.		99,700		5,557,278
Southwestern Energy Co. (a)		48,400		1,545,896
Ultra Petroleum Corp. (a)		175,400		5,197,102
				26,102,707
Packaging & Containers — 1.5%
Bemis Co., Inc.		213,066		6,409,025
Pharmaceuticals — 1.7%
Eli Lilly & Co.		25,700		1,068,092

	Number of Shares		Value
Hospira, Inc. (a)		55,600	$	1,688,572
Patterson Cos., Inc.		150,100		4,430,952
				7,187,616
Real Estate Investment Trusts (REITS) — 2.8%
Government Properties Income Trust		98,610		2,223,655
Host Hotels & Resorts, Inc.		169,700		2,506,469
Piedmont Office Realty Trust, Inc. Class A		267,388		4,556,292
Weyerhaeuser Co.		134,993		2,520,319
				11,806,735
Retail — 4.8%
CEC Entertainment, Inc.		117,600		4,051,320
Lowe’s Cos., Inc.		335,600		8,517,528
Staples, Inc.		326,700		4,537,863
Target Corp.		59,300		3,037,346
				20,144,057
Savings & Loans — 3.0%
Capitol Federal Financial, Inc.		364,278		4,203,768
Hudson City Bancorp, Inc.		698,800		4,367,500
People’s United Financial, Inc.		315,312		4,051,759
				12,623,027
Semiconductors — 3.1%
Applied Materials, Inc.		588,500		6,302,835
Emulex Corp. (a)		203,500		1,396,010
Teradyne, Inc. (a)		400,600		5,460,178
				13,159,023
Shipbuilding — 0.2%
Huntington Ingalls Industries, Inc. (a)		32,000		1,000,960
Telecommunications — 3.9%
American Tower Corp. Class A		70,100		4,206,701
CenturyLink, Inc.		141,775		5,274,030
Harris Corp.		42,900		1,546,116
Rogers Communications, Inc. Class B		72,700		2,800,957
tw telecom, Inc. (a)		142,800		2,767,464
				16,595,268
Textiles — 0.1%
Cintas Corp.		8,500		295,885
Toys, Games & Hobbies — 0.3%
Hasbro, Inc.		34,000		1,084,260
Transportation — 0.4%
Heartland Express, Inc.		124,800		1,783,392
TOTAL COMMON STOCK (Cost $413,578,223)				403,999,864
TOTAL EQUITIES (Cost $413,578,223)				403,999,864

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

73

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

	Number of Shares		Value
MUTUAL FUNDS — 2.5%
Diversified Financial — 2.5%
iShares Russell Midcap Value Index Fund		242,900	$	10,541,860
TOTAL MUTUAL FUNDS (Cost $10,136,827)				10,541,860
TOTAL LONG-TERM INVESTMENTS (Cost $423,715,050)				414,541,724
	Principal Amount
SHORT-TERM INVESTMENTS — 1.1%
Repurchase Agreement — 1.1%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	4,681,023		4,681,023
TOTAL SHORT-TERM INVESTMENTS (Cost $4,681,023)				4,681,023
TOTAL INVESTMENTS — 99.7% (Cost $428,396,073) (c)				419,222,747
Other Assets/(Liabilities) — 0.3%				1,362,593
NET ASSETS — 100.0%			$	420,585,340

Notes to Portfolio of Investments

(a) Non-income producing security.

(b) Maturity value of $4,681,028. Collateralized by U.S. Government Agency obligations with a rate of 3.500%, maturity date of 11/15/40, and an aggregate market value, including accrued interest, of $4,779,109.

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

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

74

MML Small Cap Index Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 99.2%
COMMON STOCK — 99.2%
Advertising — 0.1%
Harte-Hanks, Inc.		3,774	$	34,306
Aerospace & Defense — 2.1%
AAR Corp.		3,412		65,408
Aerovironment, Inc. (a)		1,529		48,118
Cubic Corp.		1,394		60,764
Curtiss-Wright Corp.		4,059		143,404
GenCorp, Inc. (a)		5,189		27,606
Kaman Corp.		2,278		62,235
Moog, Inc. Class A (a)		3,936		172,909
Orbital Sciences Corp. (a)		5,138		74,655
Teledyne Technologies, Inc. (a)		3,213		176,233
				831,332
Agriculture — 0.2%
Alliance One International, Inc. (a)		7,795		21,202
The Andersons, Inc.		1,606		70,118
				91,320
Airlines — 0.3%
Allegiant Travel Co. (a)		1,301		69,395
SkyWest, Inc.		4,374		55,069
				124,464
Apparel — 2.3%
Carter’s, Inc. (a)		4,443		176,876
Crocs, Inc. (a)		7,865		116,166
Iconix Brand Group, Inc. (a)		6,424		104,647
K-Swiss, Inc. Class A (a)		2,376		6,938
Maidenform Brands, Inc. (a)		2,057		37,643
Oxford Industries, Inc.		1,186		53,512
Perry Ellis International, Inc. (a)		1,080		15,357
Quiksilver, Inc. (a)		10,679		38,551
Skechers U.S.A., Inc. Class A (a)		3,199		38,772
Steven Madden Ltd. (a)		3,326		114,747
True Religion Apparel, Inc. (a)		2,248		77,736
Wolverine World Wide, Inc.		4,226		150,615
				931,560
Automotive & Parts — 0.2%
Spartan Motors, Inc.		3,010		14,478
Standard Motor Products, Inc.		1,730		34,687
Superior Industries International, Inc.		2,006		33,179
				82,344
Banks — 6.0%
Bank Mutual Corp.		3,918		12,459
Bank of the Ozarks, Inc.		2,474		73,305
BBCN Bancorp, Inc. (a)		6,818		64,430
Boston Private Financial Holdings, Inc.		6,847		54,365
City Holding Co.		1,278		43,311

	Number of Shares		Value
Columbia Banking System, Inc.		3,491	$	67,272
Community Bank System, Inc.		3,239		90,044
F.N.B. Corp.		12,115		137,021
First BanCorp/Puerto Rico (a)		1,555		5,427
First Commonwealth Financial Corp.		9,034		47,519
First Financial Bancorp		5,014		83,433
First Financial Bankshares, Inc.		2,753		92,033
First Midwest Bancorp, Inc.		6,420		65,035
Glacier Bancorp, Inc.		6,273		75,464
Hanmi Financial Corp. (a)		2,844		21,044
Home Bancshares, Inc.		1,983		51,379
Independent Bank Corp.		1,837		50,132
National Penn Bancshares, Inc.		10,589		89,371
NBT Bancorp, Inc.		2,899		64,155
Northwest Bancshares, Inc.		8,529		106,101
Old National Bancorp		8,256		96,182
PacWest Bancorp		2,931		55,542
Pinnacle Financial Partners, Inc. (a)		3,021		48,789
PrivateBancorp, Inc.		5,256		57,711
S&T Bancorp, Inc.		2,430		47,506
Simmons First National Corp. Class A		1,483		40,323
Sterling Bancorp		2,661		22,991
Susquehanna Bancshares, Inc.		13,658		114,454
Texas Capital Bancshares, Inc. (a)		3,276		100,278
Tompkins Financial Corp.		718		27,650
Trustco Bank Corp. NY		8,273		46,411
UMB Financial Corp.		2,817		104,933
Umpqua Holdings Corp.		9,976		123,603
United Bankshares, Inc.		3,943		111,469
United Community Banks, Inc. (a)		1,609		11,247
Wilshire Bancorp, Inc. (a)		5,266		19,116
Wintrust Financial Corp.		3,131		87,825
				2,409,330
Beverages — 0.4%
The Boston Beer Co., Inc. Class A (a)		732		79,466
Peet’s Coffee & Tea, Inc. (a)		1,135		71,142
				150,608
Biotechnology — 0.4%
Affymetrix, Inc. (a)		6,060		24,786
Arqule, Inc. (a)		4,611		26,006
Cambrex Corp. (a)		2,576		18,496
CryoLife, Inc. (a)		2,593		12,446
Enzo Biochem, Inc. (a)		2,771		6,207
Integra LifeSciences Holdings (a)		1,734		53,459
				141,400
Building Materials — 1.5%
AAON, Inc.		1,588		32,538
Apogee Enterprises, Inc.		2,411		29,559
Comfort Systems USA, Inc.		3,286		35,226

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

75

MML Small Cap Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Drew Industries, Inc. (a)		1,648	$	40,425
Eagle Materials, Inc.		3,882		99,612
Gibraltar Industries, Inc. (a)		2,652		37,022
NCI Building Systems, Inc. (a)		1,691		18,381
Quanex Building Products Corp.		3,234		48,575
Simpson Manufacturing Co., Inc.		3,516		118,349
Texas Industries, Inc.		2,428		74,734
Universal Forest Products, Inc.		1,712		52,849
				587,270
Chemicals — 1.6%
A. Schulman, Inc.		2,605		55,174
American Vanguard Corp.		2,066		27,560
Balchem Corp.		2,519		102,120
H.B. Fuller Co.		4,266		98,587
Hawkins, Inc.		796		29,341
Kraton Performance Polymers, Inc. (a)		2,762		56,069
OM Group, Inc. (a)		2,790		62,468
PolyOne Corp.		7,945		91,765
Quaker Chemical Corp.		1,122		43,635
Stepan Co.		709		56,833
Zep, Inc.		1,981		27,694
				651,246
Commercial Services — 6.7%
ABM Industries, Inc.		4,209		86,790
American Public Education, Inc. (a)		1,551		67,127
AMN Healthcare Services, Inc. (a)		3,446		15,266
Arbitron, Inc.		2,376		81,758
Capella Education Co. (a)		1,257		45,315
Cardtronics, Inc. (a)		3,815		103,234
Career Education Corp. (a)		5,232		41,699
CDI Corp.		1,178		16,268
Chemed Corp.		1,747		89,464
Coinstar, Inc. (a)		2,680		122,315
Consolidated Graphics, Inc. (a)		778		37,562
Corinthian Colleges, Inc. (a)		7,728		16,770
Corvel Corp. (a)		569		29,423
Cross Country Healthcare, Inc. (a)		2,879		15,978
Exponent, Inc. (a)		1,174		53,969
Forrester Research, Inc. (a)		1,282		43,511
The Geo Group, Inc. (a)		5,432		90,986
Healthcare Services Group, Inc.		5,822		102,991
Healthspring, Inc. (a)		5,840		318,514
Heartland Payment Systems, Inc.		3,438		83,750
Heidrick & Struggles International, Inc.		1,515		32,633
Hillenbrand, Inc.		5,464		121,956
Insperity, Inc.		1,973		50,015
Kelly Services, Inc. Class A		2,541		34,761
Landauer, Inc.		826		42,539
Lincoln Educational Services Corp.		1,858		14,678
Live Nation Entertainment, Inc. (a)		12,874		106,983
MAXIMUS, Inc.		2,913		120,452

	Number of Shares		Value
Medifast, Inc. (a)		1,195	$	16,395
Midas, Inc. (a)		1,311		11,261
Monro Muffler Brake, Inc.		2,679		103,918
Navigant Consulting, Inc. (a)		4,504		51,391
On Assignment, Inc. (a)		3,273		36,592
PAREXEL International Corp. (a)		5,155		106,915
Resources Connection, Inc.		3,776		39,988
TeleTech Holdings, Inc. (a)		2,198		35,608
TrueBlue, Inc. (a)		3,442		47,775
Universal Technical Institute, Inc. (a)		1,851		23,656
Viad Corp.		1,795		31,377
Wright Express Corp. (a)		3,368		182,815
				2,674,398
Computers — 2.3%
Agilysys, Inc. (a)		1,324		10,526
CACI International, Inc. Class A (a)		2,305		128,896
Ciber, Inc. (a)		6,407		24,731
iGate Corp. (a)		2,587		40,694
j2 Global, Inc.		4,131		116,246
LivePerson, Inc. (a)		4,158		52,183
LogMeIn, Inc. (a)		1,867		71,973
Manhattan Associates, Inc. (a)		1,785		72,257
Mercury Computer Systems, Inc. (a)		2,623		34,860
MTS Systems Corp.		1,365		55,624
NCI, Inc. Class A (a)		681		7,934
Netscout Systems, Inc. (a)		3,019		53,134
RadiSys Corp. (a)		1,874		9,482
Stratasys, Inc. (a)		1,858		56,502
Super Micro Computer, Inc. (a)		2,455		38,494
Sykes Enterprises, Inc. (a)		3,406		53,338
Synaptics, Inc. (a)		2,803		84,510
Virtusa Corp. (a)		1,588		22,994
				934,378
Cosmetics & Personal Care — 0.1%
Inter Parfums, Inc.		1,439		22,391
Distribution & Wholesale — 1.2%
Brightpoint, Inc. (a)		5,945		63,968
MWI Veterinary Supply, Inc. (a)		1,108		73,616
Pool Corp.		4,186		125,999
ScanSource, Inc. (a)		2,397		86,292
United Stationers, Inc.		3,724		121,253
				471,128
Diversified Financial — 1.8%
Calamos Asset Management, Inc. Class A		1,696		21,217
Encore Capital Group, Inc. (a)		1,868		39,714
Financial Engines, Inc. (a)		3,411		76,168
Higher One Holdings, Inc. (a)		2,696		49,714
Interactive Brokers Group, Inc. Class A		3,322		49,631

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

76

MML Small Cap Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Investment Technology Group, Inc. (a)		3,475	$	37,565
National Financial Partners Corp. (a)		3,541		47,874
Piper Jaffray Cos., Inc. (a)		1,352		27,310
Portfolio Recovery Associates, Inc. (a)		1,493		100,807
Stifel Financial Corp. (a)		4,684		150,122
SWS Group, Inc.		2,679		18,405
World Acceptance Corp. (a)		1,256		92,316
				710,843
Electric — 2.2%
Allete, Inc.		2,820		118,384
Avista Corp.		5,071		130,578
Central Vermont Public Service Corp.		1,148		40,295
CH Energy Group, Inc.		1,301		75,952
El Paso Electric Co.		3,501		121,275
NorthWestern Corp.		3,159		113,061
UIL Holdings Corp.		4,393		155,380
Unisource Energy Corp.		3,220		118,882
				873,807
Electrical Components & Equipment — 1.2%
Advanced Energy Industries, Inc. (a)		3,947		42,351
Belden, Inc.		4,076		135,649
Encore Wire Corp.		1,681		43,538
EnerSys (a)		4,152		107,828
Greatbatch, Inc. (a)		2,028		44,819
Littelfuse, Inc.		2,003		86,089
Powell Industries, Inc. (a)		747		23,366
Vicor Corp.		1,700		13,532
				497,172
Electronics — 3.8%
American Science & Engineering, Inc.		766		52,172
Analogic Corp.		1,060		60,759
Badger Meter, Inc.		1,336		39,318
Bel Fuse, Inc. Class B		864		16,200
Benchmark Electronics, Inc. (a)		5,007		67,444
Brady Corp. Class A		4,541		143,359
Checkpoint Systems, Inc. (a)		3,442		37,655
CTS Corp.		3,045		28,014
Cymer, Inc. (a)		2,652		131,964
Daktronics, Inc.		3,275		31,342
Electro Scientific Industries, Inc. (a)		2,104		30,466
Faro Technologies, Inc. (a)		1,434		65,964
FEI Co. (a)		3,268		133,269
II-VI, Inc. (a)		4,747		87,155
Measurement Specialties, Inc. (a)		1,304		36,460
Methode Electronics, Inc.		3,127		25,923
Newport Corp. (a)		3,350		45,594
OSI Systems, Inc. (a)		1,710		83,414
Oyo Geospace Corp. (a)		414		32,015
Park Electrochemical Corp.		1,810		46,372
Plexus Corp. (a)		2,986		81,757
Pulse Electronics Corp.		3,799		10,637

	Number of Shares		Value
Rofin-Sinar Technologies, Inc. (a)		2,497	$	57,056
Rogers Corp. (a)		1,386		51,088
TTM Technologies, Inc. (a)		4,425		48,498
Watts Water Technologies, Inc. Class A		2,547		87,133
				1,531,028
Energy – Alternate Sources — 0.0%
Headwaters, Inc. (a)		5,538		12,294
Engineering & Construction — 0.7%
Aegion Corp. (a)		3,416		52,401
Dycom Industries, Inc. (a)		2,965		62,028
EMCOR Group, Inc.		5,816		155,927
Orion Marine Group, Inc. (a)		2,365		15,727
				286,083
Entertainment — 0.4%
Marriott Vacations Worldwide Corp. (a)		2,302		39,502
Pinnacle Entertainment, Inc. (a)		5,518		56,063
Shuffle Master, Inc. (a)		4,686		54,920
				150,485
Environmental Controls — 0.8%
Calgon Carbon Corp. (a)		4,934		77,513
Darling International, Inc. (a)		10,191		135,438
Tetra Technologies, Inc. (a)		5,442		117,493
				330,444
Foods — 2.7%
B&G Foods, Inc.		4,154		99,987
Cal-Maine Foods, Inc.		1,242		45,420
Calavo Growers, Inc.		1,095		28,120
Diamond Foods, Inc.		1,902		61,378
J&J Snack Foods Corp.		1,268		67,559
Nash Finch Co.		1,051		30,773
Sanderson Farms, Inc.		1,641		82,263
Seneca Foods Corp. Class A (a)		779		20,114
Snyders-Lance, Inc.		4,073		91,642
Spartan Stores, Inc.		2,020		37,370
The Hain Celestial Group, Inc. (a)		3,836		140,628
TreeHouse Foods, Inc. (a)		3,126		204,378
United Natural Foods, Inc. (a)		4,246		169,882
				1,079,514
Forest Products & Paper — 1.1%
Buckeye Technologies, Inc.		3,448		115,301
Clearwater Paper Corp. (a)		1,966		70,009
Deltic Timber Corp.		940		56,767
KapStone Paper and Packaging Corp. (a)		3,351		52,745
Neenah Paper, Inc.		1,270		28,346
Schweitzer-Mauduit International, Inc.		1,419		94,307
Wausau Paper Corp.		4,194		34,642
				452,117

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

77

MML Small Cap Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Gas — 2.2%
The Laclede Group, Inc.		1,935	$	78,309
New Jersey Resources Corp.		3,605		177,366
Northwest Natural Gas Co.		2,332		111,773
Piedmont Natural Gas Co., Inc.		6,280		213,394
South Jersey Industries, Inc.		2,620		148,842
Southwest Gas Corp.		3,993		169,663
				899,347
Hand & Machine Tools — 0.2%
Franklin Electric Co., Inc.		1,636		71,264
Health Care – Products — 2.9%
Abaxis, Inc. (a)		1,886		52,186
Cantel Medical Corp.		1,114		31,114
CONMED Corp. (a)		2,421		62,147
Cyberonics, Inc. (a)		2,190		73,365
Haemonetics Corp. (a)		2,175		133,153
Hanger Orthopedic Group, Inc. (a)		2,910		54,388
ICU Medical, Inc. (a)		1,076		48,420
Invacare Corp.		2,775		42,430
Kensey Nash Corp. (a)		641		12,301
Meridian Bioscience, Inc.		3,598		67,786
Merit Medical Systems, Inc. (a)		3,648		48,810
Natus Medical, Inc. (a)		2,495		23,528
NuVasive, Inc. (a)		3,687		46,419
Palomar Medical Technologies, Inc. (a)		1,723		16,024
PSS World Medical, Inc. (a)		4,610		111,516
SonoSite, Inc. (a)		1,201		64,686
SurModics, Inc. (a)		1,221		17,900
Symmetry Medical, Inc. (a)		3,267		26,103
West Pharmaceutical Services, Inc.		2,939		111,535
Zoll Medical Corp. (a)		1,928		121,811
				1,165,622
Health Care – Services — 2.0%
Air Methods Corp. (a)		990		83,606
Almost Family, Inc. (a)		672		11,142
Amedisys, Inc. (a)		2,598		28,344
AmSurg Corp. (a)		2,733		71,167
Bio-Reference Laboratories, Inc. (a)		2,191		35,648
Centene Corp. (a)		4,385		173,602
The Ensign Group, Inc.		1,402		34,349
Gentiva Health Services, Inc. (a)		2,707		18,272
Healthways, Inc. (a)		2,899		19,887
The IPC Hospitalist Co. (a)		1,427		65,242
Kindred Healthcare, Inc. (a)		4,543		53,471
LHC Group, Inc. (a)		1,374		17,628
Magellan Health Services, Inc. (a)		2,440		120,707
Molina Healthcare, Inc. (a)		2,453		54,776
				787,841
Home Builders — 0.4%
M/I Homes, Inc. (a)		1,688		16,205
Meritage Home Corp. (a)		2,398		55,609

	Number of Shares		Value
The Ryland Group, Inc.		3,864	$	60,897
Standard Pacific Corp. (a)		9,061		28,814
Winnebago Industries, Inc. (a)		2,406		17,756
				179,281
Home Furnishing — 0.5%
DTS, Inc. (a)		1,489		40,560
Ethan Allen Interiors, Inc.		2,241		53,134
La-Z-Boy, Inc. (a)		4,454		53,003
Universal Electronics, Inc. (a)		1,225		20,666
VOXX International Corp. (a)		1,611		13,613
				180,976
Household Products — 0.6%
Blyth, Inc.		450		25,560
Central Garden & Pet Co. Class A (a)		3,663		30,476
Helen of Troy Ltd. (a)		2,757		84,640
Prestige Brands Holdings, Inc. (a)		4,333		48,833
The Standard Register Co.		1,300		3,029
WD-40 Co.		1,386		56,008
				248,546
Housewares — 0.5%
National Presto Industries, Inc.		416		38,938
The Toro Co.		2,684		162,811
				201,749
Insurance — 2.8%
AMERISAFE, Inc. (a)		1,604		37,293
Delphi Financial Group, Inc. Class A		4,790		212,197
eHealth, Inc. (a)		1,721		25,299
Employers Holdings, Inc.		2,995		54,180
Horace Mann Educators Corp.		3,483		47,752
Infinity Property & Casualty Corp.		1,049		59,520
Meadowbrook Insurance Group, Inc.		4,508		48,145
The Navigators Group, Inc. (a)		952		45,391
Presidential Life Corp.		1,872		18,701
ProAssurance Corp.		2,657		212,082
RLI Corp.		1,449		105,574
Safety Insurance Group, Inc.		1,319		53,393
Selective Insurance Group, Inc.		4,737		83,987
Stewart Information Services Corp.		1,684		19,450
Tower Group, Inc.		3,438		69,345
United Fire & Casualty Co.		1,805		36,425
				1,128,734
Internet — 1.9%
Blue Coat Systems, Inc. (a)		3,734		95,030
Blue Nile, Inc. (a)		1,181		48,279
Comscore, Inc. (a)		2,875		60,950
DealerTrack Holdings, Inc. (a)		3,616		98,572
Digital River, Inc. (a)		3,251		48,830
eResearch Technology, Inc. (a)		3,779		17,724
InfoSpace, Inc. (a)		3,429		37,685
Liquidity Services, Inc. (a)		1,738		64,132

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

78

MML Small Cap Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Nutrisystem, Inc.		2,501	$	32,338
PC-Tel, Inc.		1,692		11,573
Perficient, Inc. (a)		2,561		25,636
Sourcefire, Inc. (a)		2,501		80,983
Stamps.com, Inc. (a)		1,117		29,187
United Online, Inc.		7,669		41,719
Websense, Inc. (a)		3,380		63,308
XO Group, Inc. (a)		2,577		21,492
				777,438
Investment Companies — 0.2%
Prospect Capital Corp.		9,578		88,980
Iron & Steel — 0.2%
AK Steel Holding Corp.		9,587		79,188
Olympic Steel, Inc.		824		19,216
				98,404
Leisure Time — 0.6%
Arctic Cat, Inc. (a)		1,034		23,317
Brunswick Corp.		7,777		140,453
Callaway Golf Co.		5,559		30,741
Interval Leisure Group, Inc. (a)		3,476		47,308
Multimedia Games Holding Co. (a)		2,214		17,579
				259,398
Lodging — 0.2%
Boyd Gaming Corp. (a)		4,839		36,099
Marcus Corp.		1,697		21,399
Monarch Casino & Resort, Inc. (a)		1,016		10,353
				67,851
Machinery – Construction & Mining — 0.1%
Astec Industries, Inc. (a)		1,752		56,432
Machinery – Diversified — 2.1%
Albany International Corp. Class A		2,415		55,835
Applied Industrial Technologies, Inc.		3,673		129,179
Briggs & Stratton Corp.		4,410		68,311
Cascade Corp.		733		34,576
Cognex Corp.		3,660		130,991
Gerber Scientific, Inc. (b)		2,202		22
Intermec, Inc. (a)		4,414		30,280
Intevac, Inc. (a)		2,103		15,562
iRobot Corp. (a)		2,327		69,461
Lindsay Corp.		1,109		60,873
Robbins & Myers, Inc.		3,992		193,812
Tennant Co.		1,633		63,475
				852,377
Manufacturing — 2.6%
A.O. Smith Corp.		3,398		136,328
Actuant Corp. Class A		5,999		136,117
AZZ, Inc.		1,087		49,393
Barnes Group, Inc.		4,132		99,622
Ceradyne, Inc. (a)		2,129		57,015

	Number of Shares		Value
EnPro Industries, Inc. (a)		1,819	$	59,991
ESCO Technologies, Inc.		2,325		66,913
Federal Signal Corp. (a)		5,213		21,634
Griffon Corp.		4,014		36,648
John Bean Technologies Corp.		2,450		37,656
Koppers Holdings, Inc.		1,799		61,814
LSB Industries, Inc. (a)		1,596		44,736
Lydall, Inc. (a)		1,592		15,108
Myers Industries, Inc.		2,984		36,822
Standex International Corp.		1,078		36,835
STR Holdings, Inc. (a)		3,520		28,970
Sturm, Ruger & Co., Inc.		1,660		55,544
Tredegar Corp.		2,045		45,440
				1,026,586
Media — 0.2%
Digital Generation, Inc. (a)		2,368		28,227
The Dolan Co. (a)		2,645		22,535
The E.W. Scripps Co. Class A (a)		2,776		22,236
				72,998
Metal Fabricate & Hardware — 0.9%
A.M. Castle & Co. (a)		1,460		13,812
Circor International, Inc.		1,517		53,565
Haynes International, Inc.		1,064		58,094
Kaydon Corp.		2,783		84,882
Lawson Products, Inc.		380		5,863
Mueller Industries, Inc.		3,318		127,478
				343,694
Mining — 0.7%
AMCOL International Corp.		2,197		58,989
Century Aluminum Co. (a)		4,803		40,874
Kaiser Aluminum Corp.		1,395		64,003
Materion Corp. (a)		1,776		43,121
RTI International Metals, Inc. (a)		2,592		60,160
				267,147
Office Furnishings — 0.1%
Interface, Inc. Class A		4,988		57,561
Oil & Gas — 1.7%
Approach Resources Inc. (a)		2,346		68,996
Contango Oil & Gas Co. (a)		1,103		64,173
GeoResources, Inc. (a)		1,743		51,087
Gulfport Energy Corp. (a)		3,881		114,296
Penn Virginia Corp.		3,811		20,160
Petroleum Development Corp. (a)		2,038		71,554
PetroQuest Energy, Inc. (a)		4,964		32,762
Pioneer Drilling Co. (a)		5,395		52,224
Stone Energy Corp. (a)		4,262		112,432
Swift Energy Co. (a)		3,702		110,023
				697,707

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

79

MML Small Cap Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Oil & Gas Services — 1.8%
Basic Energy Services, Inc. (a)		2,510	$	49,447
Exterran Holdings, Inc. (a)		5,428		49,395
Gulf Island Fabrication, Inc.		1,267		37,009
Hornbeck Offshore Services, Inc. (a)		2,969		92,098
ION Geophysical Corp. (a)		11,018		67,540
Lufkin Industries, Inc.		2,648		178,237
Matrix Service Co. (a)		2,202		20,787
SEACOR Holdings, Inc. (a)		1,888		167,956
TETRA Technologies, Inc. (a)		6,787		63,391
				725,860
Pharmaceuticals — 3.5%
Align Technology, Inc. (a)		5,950		141,164
Cubist Pharmaceuticals, Inc. (a)		5,365		212,561
Emergent Biosolutions, Inc. (a)		2,133		35,920
Hi-Tech Pharmacal Co., Inc. (a)		896		34,846
The Medicines Co. (a)		4,592		85,595
Neogen Corp. (a)		2,037		62,414
Par Pharmaceutical Cos., Inc. (a)		3,140		102,772
PetMed Express, Inc.		1,845		19,151
PharMerica Corp. (a)		2,605		39,544
Questcor Pharmaceuticals, Inc. (a)		5,461		227,068
Salix Pharmaceuticals Ltd. (a)		5,151		246,475
Savient Pharmaceuticals, Inc. (a)		6,317		14,087
ViroPharma, Inc. (a)		6,149		168,421
				1,390,018
Real Estate — 0.1%
Forestar Real Esate Group, Inc. (a)		3,136		47,448
Real Estate Investment Trusts (REITS) — 7.7%
Acadia Realty Trust		3,755		75,626
BioMed Realty Trust, Inc.		13,390		242,091
Cedar Realty Trust, Inc.		4,975		21,442
Colonial Properties Trust		7,605		158,640
Cousins Properties, Inc.		9,046		57,985
DiamondRock Hospitality Co.		14,592		140,667
Eastgroup Properties		2,335		101,526
Entertainment Properties Trust		4,069		177,856
Extra Space Storage, Inc.		8,205		198,807
Franklin Street Properties Corp.		6,322		62,904
Getty Realty Corp.		2,407		33,578
Healthcare Realty Trust, Inc.		6,785		126,133
Inland Real Estate Corp.		6,609		50,295
Kilroy Realty Corp.		5,088		193,700
Kite Realty Group Trust		5,402		24,363
LaSalle Hotel Properties		7,296		176,636
Lexington Realty Trust		11,665		87,371
LTC Properties, Inc.		2,636		81,347
Medical Properties Trust, Inc.		9,722		95,956
Mid-America Apartment Communities, Inc.		3,292		205,915
Parkway Properties, Inc.		1,967		19,395

	Number of Shares		Value
Pennsylvania Real Estate Investment Trust		4,768	$	49,778
Post Properties, Inc.		4,511		197,221
PS Business Parks, Inc.		1,622		89,907
Saul Centers, Inc.		1,032		36,553
Sovran Self Storage, Inc.		2,424		103,432
Tanger Factory Outlet Centers, Inc.		7,535		220,926
Universal Health Realty Income Trust		1,103		43,017
Urstadt Biddle Properties, Inc. Class A		2,002		36,196
				3,109,263
Retail — 8.3%
Big 5 Sporting Goods Corp.		1,804		18,834
Biglari Holdings, Inc. (a)		125		46,030
BJ’s Restaurants, Inc. (a)		2,098		95,081
Brown Shoe Co., Inc.		3,616		32,182
The Buckle, Inc.		2,335		95,431
Buffalo Wild Wings, Inc. (a)		1,597		107,813
Cabela’s, Inc. (a)		3,759		95,554
Casey’s General Stores, Inc.		3,312		170,601
Cash America International, Inc.		2,553		119,046
The Cato Corp. Class A		2,573		62,267
CEC Entertainment, Inc.		1,648		56,774
The Children’s Place Retail Store, Inc. (a)		2,177		115,642
Christopher & Banks Corp.		2,995		7,008
Coldwater Creek, Inc. (a)		7,842		9,254
Cracker Barrel Old Country Store, Inc.		2,003		100,971
DineEquity, Inc. (a)		1,362		57,490
EZCORP, Inc. Class A (a)		3,819		100,707
The Finish Line, Inc. Class A		4,470		86,204
First Cash Financial Services, Inc. (a)		2,627		92,181
Fred’s, Inc. Class A		3,384		49,339
Genesco, Inc. (a)		2,107		130,086
Group 1 Automotive, Inc.		1,962		101,632
Haverty Furniture Cos., Inc.		1,602		17,590
Hibbett Sports, Inc. (a)		2,324		104,998
Hot Topic, Inc.		3,741		24,728
Insight Enterprises, Inc. (a)		3,794		58,010
Jack in the Box, Inc. (a)		3,851		80,486
Jos. A. Bank Clothiers, Inc. (a)		2,426		118,292
Kirkland’s, Inc. (a)		1,336		17,769
Lithia Motors, Inc. Class A		1,873		40,944
Liz Claiborne, Inc. (a)		8,305		71,672
Lumber Liquidators Holdings, Inc. (a)		2,398		42,349
MarineMax, Inc. (a)		1,907		12,434
The Men’s Wearhouse, Inc.		4,466		144,743
Movado Group, Inc.		1,562		28,381
O’Charley’s, Inc. (a)		1,482		8,136
OfficeMax, Inc. (a)		7,639		34,681
P.F. Chang’s China Bistro, Inc.		1,821		56,287
Papa John’s International, Inc. (a)		1,598		60,213

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

80

MML Small Cap Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
The PEP Boys-Manny, Moe & Jack		4,648	$	51,128
Red Robin Gourmet Burgers, Inc. (a)		988		27,368
Ruby Tuesday, Inc. (a)		5,314		36,667
Rue21, Inc. (a)		1,332		28,771
Ruth’s Hospitality Group, Inc. (a)		3,105		15,432
School Specialty, Inc. (a)		1,424		3,560
Select Comfort Corp. (a)		4,898		106,238
Sonic Automotive, Inc. Class A		3,057		45,274
Sonic Corp. (a)		5,412		36,423
Stage Stores, Inc.		2,688		37,336
Stein Mart, Inc. (a)		2,464		16,780
Texas Roadhouse, Inc.		5,169		77,018
Tuesday Morning Corp. (a)		3,668		12,655
Vitamin Shoppe, Inc. (a)		2,541		101,335
Zale Corp. (a)		2,391		9,110
Zumiez, Inc. (a)		1,886		52,355
				3,329,290
Savings & Loans — 0.5%
Brookline Bancorp, Inc.		6,097		51,459
Dime Community Bancshares, Inc.		2,467		31,084
Oritani Financial Corp.		4,007		51,169
Provident Financial Services, Inc.		4,699		62,920
				196,632
Semiconductors — 4.3%
ATMI, Inc. (a)		2,729		54,662
Brooks Automation, Inc.		5,647		57,995
Cabot Microelectronics Corp. (a)		1,983		93,697
Ceva, Inc. (a)		2,066		62,517
Cirrus Logic, Inc. (a)		5,527		87,603
Cohu, Inc.		2,090		23,722
Diodes, Inc. (a)		3,246		69,140
DSP Group, Inc. (a)		2,123		11,061
Entropic Communications, Inc. (a)		7,454		38,090
Exar Corp. (a)		3,863		25,109
GT Advanced Technologies, Inc. (a)		11,069		80,140
Hittite Microwave Corp. (a)		2,417		119,351
Kopin Corp. (a)		5,841		22,663
Kulicke & Soffa Industries, Inc. (a)		6,319		58,451
Micrel, Inc.		4,435		44,838
Microsemi Corp. (a)		7,549		126,446
MKS Instruments, Inc.		4,566		127,026
Monolithic Power Systems, Inc. (a)		2,530		38,127
Nanometrics, Inc. (a)		1,453		26,764
Pericom Semiconductor Corp. (a)		2,210		16,818
Power Integrations, Inc.		2,447		81,143
Rubicon Technology, Inc. (a)		1,520		14,273
Rudolph Technologies, Inc. (a)		2,878		26,650
Sigma Designs, Inc. (a)		2,754		16,524
Standard Microsystems Corp. (a)		1,966		50,664
Supertex, Inc. (a)		1,013		19,125
Tessera Technologies, Inc. (a)		4,542		76,078
TriQuint Semiconductor, Inc. (a)		14,471		70,474

	Number of Shares		Value
Ultratech, Inc. (a)		2,206	$	54,201
Veeco Instruments, Inc. (a)		3,410		70,928
Volterra Semiconductor Corp. (a)		2,171		55,599
				1,719,879
Software — 4.3%
Avid Technology, Inc. (a)		2,525		21,538
Blackbaud, Inc.		3,788		104,928
Bottomline Technologies, Inc. (a)		3,141		72,777
CommVault Systems, Inc. (a)		3,804		162,507
Computer Programs & Systems, Inc.		952		48,657
CSG Systems International, Inc. (a)		2,980		43,836
Digi International, Inc. (a)		2,250		25,110
Ebix, Inc.		2,685		59,338
EPIQ Systems, Inc.		2,717		32,658
Interactive Intelligence Group (a)		1,272		29,154
JDA Software Group, Inc. (a)		3,709		120,135
MicroStrategy, Inc. Class A (a)		703		76,149
Monotype Imaging Holdings, Inc. (a)		3,095		48,251
Omnicell, Inc. (a)		2,956		48,833
Opnet Technologies, Inc.		1,271		46,608
Progress Software Corp. (a)		5,586		108,089
Quality Systems, Inc.		3,437		127,135
RightNow Technologies, Inc. (a)		2,229		95,245
Synchronoss Technologies, Inc. (a)		2,320		70,087
SYNNEX Corp. (a)		2,272		69,205
Take-Two Interactive Software, Inc. (a)		7,555		102,370
Taleo Corp. Class A (a)		3,615		139,864
THQ, Inc. (a)		5,435		4,131
Tyler Technologies, Inc. (a)		2,092		62,990
				1,719,595
Storage & Warehousing — 0.1%
Mobile Mini, Inc. (a)		2,995		52,263
Telecommunications — 2.6%
Anixter International, Inc. (a)		2,411		143,792
Arris Group, Inc. (a)		10,355		112,041
Atlantic Tele-Network, Inc.		799		31,201
Black Box Corp.		1,527		42,817
Cbeyond, Inc. (a)		2,748		22,011
Cincinnati Bell, Inc. (a)		17,034		51,613
Comtech Telecommunications Corp.		1,746		49,971
General Communication, Inc. Class A (a)		3,045		29,811
Harmonic, Inc. (a)		9,990		50,350
Lumos Networks Corp.		1,296		19,881
NETGEAR, Inc. (a)		3,268		109,707
Neutral Tandem, Inc. (a)		2,712		28,991
Novatel Wireless, Inc. (a)		2,533		7,928
NTELOS Holdings Corp.		1,296		26,412
Oplink Communications, Inc. (a)		1,617		26,632
Symmetricom, Inc. (a)		3,816		20,568

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

81

MML Small Cap Index Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Tekelec (a)		5,301	$	57,940
USA Mobility, Inc.		1,938		26,880
ViaSat, Inc. (a)		3,676		169,537
				1,028,083
Textiles — 0.3%
G&K Services, Inc. Class A		1,647		47,944
UniFirst Corp.		1,329		75,408
				123,352
Toys, Games & Hobbies — 0.1%
JAKKS Pacific, Inc.		2,245		31,677
Transportation — 1.8%
Arkansas Best Corp.		2,213		42,645
Bristow Group, Inc.		3,134		148,520
Forward Air Corp.		2,483		79,580
Heartland Express, Inc.		5,012		71,622
Hub Group, Inc. Class A (a)		3,277		106,273
Knight Transportation, Inc.		5,120		80,077
Old Dominion Freight Line, Inc. (a)		4,097		166,051
Overseas Shipholding Group, Inc.		2,271		24,822
				719,590
Water — 0.1%
American States Water Co.		1,652		57,655
TOTAL COMMON STOCK (Cost $40,972,324)				39,841,800
TOTAL EQUITIES (Cost $40,972,324)				39,841,800
MUTUAL FUNDS — 0.0%
Diversified Financial — 0.0%
iShares S&P SmallCap 600 Index Fund		26		1,776
TOTAL MUTUAL FUNDS (Cost $1,620)				1,776
TOTAL LONG-TERM INVESTMENTS (Cost $40,973,944)				39,843,576
	Principal Amount
SHORT-TERM INVESTMENTS — 1.0%
Repurchase Agreement — 0.6%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (c)	$	237,709		237,709
U.S. Treasury Bills — 0.4%
U.S. Treasury Bill (d) 0.021% 5/03/12		90,000		89,994

	Principal Amount		Value
U.S. Treasury Bill (d) 0.035% 5/03/12	$	10,000	$	9,999
U.S. Treasury Bill (d) 0.055% 5/03/12		15,000		14,997
U.S. Treasury Bill (d) 0.066% 5/03/12		20,000		19,995
				134,985
TOTAL SHORT-TERM INVESTMENTS (Cost $372,694)				372,694
TOTAL INVESTMENTS — 100.2% (Cost $41,346,638) (e)				40,216,270
Other Assets/(Liabilities) — (0.2)%				(65,717	)
NET ASSETS — 100.0%			$	40,150,553

Notes to Portfolio of Investments

(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 $237,710. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 5/15/39, and an aggregate market value, including accrued interest, of $242,538.

(d) A portion of this security is held as collateral for open futures contracts. (Note 2).

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

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

82

MML Small Company Value Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 97.4%
COMMON STOCK — 96.9%
Aerospace & Defense — 0.6%
Kaman Corp.		18,900	$	516,349
Kratos Defense & Security Solutions, Inc. (a)		26,000		155,220
				671,569
Agriculture — 0.2%
Alliance One International, Inc. (a)		85,600		232,832
Airlines — 1.5%
Alaska Air Group, Inc. (a)		21,700		1,629,453
Banks — 6.3%
Columbia Banking System, Inc.		20,500		395,035
East West Bancorp, Inc.		79,400		1,568,150
Glacier Bancorp, Inc.		52,400		630,372
Home Bancshares, Inc.		34,000		880,940
Sandy Spring Bancorp, Inc.		18,500		324,675
Signature Bank (a)		14,200		851,858
SVB Financial Group (a)		27,500		1,311,475
Wintrust Financial Corp.		28,700		805,035
				6,767,540
Biotechnology — 0.3%
Exelixis, Inc. (a)		61,300		290,256
Building Materials — 2.8%
Comfort Systems USA, Inc.		36,700		393,424
Drew Industries, Inc. (a)		36,000		883,080
Gibraltar Industries, Inc. (a)		45,100		629,596
Quanex Building Products Corp.		27,500		413,050
Universal Forest Products, Inc.		20,100		620,487
				2,939,637
Chemicals — 2.1%
American Vanguard Corp.		36,700		489,578
Innospec, Inc. (a)		41,900		1,176,133
Minerals Technologies, Inc.		9,400		531,382
				2,197,093
Coal — 0.5%
Cloud Peak Energy, Inc. (a)		28,600		552,552
Commercial Services — 6.6%
Aaron’s, Inc.		90,100		2,403,868
Electro Rent Corp.		52,400		898,660
FTI Consulting, Inc. (a)		11,300		479,346
Landauer, Inc.		9,500		489,250
McGrath Rentcorp		46,200		1,339,338
Navigant Consulting, Inc. (a)		49,200		561,372
On Assignment, Inc. (a)		67,400		753,532
Startek, Inc. (a)		34,500		66,240
				6,991,606

	Number of Shares		Value
Computers — 0.3%
Xyratex Ltd.		26,300	$	350,316
Distribution & Wholesale — 3.7%
Beacon Roofing Supply, Inc. (a)		75,700		1,531,411
Owens & Minor, Inc.		55,050		1,529,840
Pool Corp.		29,300		881,930
				3,943,181
Diversified Financial — 2.4%
GFI Group, Inc.		127,600		525,712
JMP Group, Inc.		26,600		190,190
Piper Jaffray Cos., Inc. (a)		10,600		214,120
Stifel Financial Corp. (a)		50,800		1,628,140
				2,558,162
Electric — 3.4%
Black Hills Corp.		14,800		496,984
Cleco Corp.		30,850		1,175,385
El Paso Electric Co.		28,000		969,920
NorthWestern Corp.		18,600		665,694
PNM Resources, Inc.		19,700		359,131
				3,667,114
Electrical Components & Equipment — 2.1%
Advanced Energy Industries, Inc. (a)		42,600		457,098
Belden, Inc.		27,700		921,856
Littelfuse, Inc.		19,000		816,620
				2,195,574
Electronics — 3.4%
Analogic Corp.		9,500		544,540
Cymer, Inc. (a)		17,700		880,752
Electro Scientific Industries, Inc. (a)		24,000		347,520
Methode Electronics, Inc.		20,900		173,261
Newport Corp. (a)		33,600		457,296
Woodward, Inc.		30,400		1,244,272
				3,647,641
Engineering & Construction — 0.7%
Aegion Corp. (a)		40,100		615,134
Sterling Construction Co., Inc. (a)		11,000		118,470
				733,604
Entertainment — 0.6%
Ascent Media Corp. Series A (a)		12,700		644,144
Environmental Controls — 1.6%
Mine Safety Appliances Co.		17,300		572,976
Waste Connections, Inc.		34,700		1,149,958
				1,722,934
Foods — 0.5%
Nash Finch Co.		19,900		582,672
Forest Products & Paper — 2.9%
Clearwater Paper Corp. (a)		24,300		865,323
Deltic Timber Corp.		15,800		954,162

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

83

MML Small Company Value Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Potlatch Corp.		29,500	$	917,745
Wausau Paper Corp.		49,600		409,696
				3,146,926
Gas — 1.3%
Southwest Gas Corp.		21,400		909,286
Vectren Corp.		14,900		450,427
				1,359,713
Hand & Machine Tools — 0.3%
Franklin Electric Co., Inc.		7,700		335,412
Health Care – Products — 1.5%
AngioDynamics, Inc. (a)		22,500		333,225
Quidel Corp. (a)		29,000		438,770
West Pharmaceutical Services, Inc.		22,500		853,875
				1,625,870
Health Care – Services — 1.1%
National Healthcare Corp.		16,900		708,110
Triple-S Management Corp. Class B (a)		24,600		492,492
				1,200,602
Home Builders — 1.2%
M/I Homes, Inc. (a)		19,600		188,160
Meritage Home Corp. (a)		32,500		753,675
Winnebago Industries, Inc. (a)		45,100		332,838
				1,274,673
Home Furnishing — 0.4%
Ethan Allen Interiors, Inc.		14,400		341,424
Stanley Furniture Co., Inc. (a)		30,300		90,900
				432,324
Household Products — 0.4%
CSS Industries, Inc.		23,000		458,160
Insurance — 5.0%
Alterra Capital Holdings Ltd.		33,800		798,694
Employers Holdings, Inc.		18,500		334,665
Markel Corp. (a)		1,720		713,232
Meadowbrook Insurance Group, Inc.		22,500		240,300
National Interstate Corp.		32,100		791,907
ProAssurance Corp.		29,400		2,346,708
Radian Group, Inc.		48,000		112,320
				5,337,826
Internet — 0.9%
Safeguard Scientifics, Inc. (a)		21,500		339,485
Websense, Inc. (a)		32,400		606,852
				946,337
Investment Companies — 0.3%
Ares Capital Corp.		20,100		310,545
Iron & Steel — 1.6%
Carpenter Technology Corp.		22,400		1,153,152
Schnitzer Steel Industries, Inc. Class A		14,100		596,148
				1,749,300

	Number of Shares		Value
Leisure Time — 0.3%
Brunswick Corp.		16,500	$	297,990
Lodging — 0.5%
Orient-Express Hotels Ltd. (a)		73,000		545,310
Machinery – Construction & Mining — 0.4%
Astec Industries, Inc. (a)		12,700		409,067
Machinery – Diversified — 4.8%
Cascade Corp.		12,900		608,493
Cognex Corp.		10,800		386,532
IDEX Corp.		27,400		1,016,814
Nordson Corp.		41,600		1,713,088
Robbins & Myers, Inc.		27,900		1,354,545
				5,079,472
Manufacturing — 3.1%
AptarGroup, Inc.		32,700		1,705,959
Matthews International Corp. Class A		30,000		942,900
Myers Industries, Inc.		53,500		660,190
				3,309,049
Media — 0.8%
The Dolan Co. (a)		43,700		372,324
Saga Communications, Inc. Class A (a)		11,600		433,608
				805,932
Metal Fabricate & Hardware — 0.6%
Circor International, Inc.		17,200		607,332
Mining — 2.7%
AMCOL International Corp.		21,300		571,905
Franco-Nevada Corp.		21,500		818,425
North American Palladium Ltd. (a)		189,270		482,638
Royal Gold, Inc.		14,800		997,964
				2,870,932
Oil & Gas — 3.7%
Atwood Oceanics, Inc. (a)		13,200		525,228
Forest Oil Corp. (a)		21,000		284,550
Hercules Offshore, Inc. (a)		42,100		186,924
Lone Pine Resources, Inc. (a)		14,000		98,140
Northern Oil and Gas, Inc. (a)		42,500		1,019,150
Oasis Petroleum, Inc. (a)		41,400		1,204,326
Penn Virginia Corp.		52,400		277,196
Swift Energy Co. (a)		13,400		398,248
				3,993,762
Oil & Gas Services — 1.6%
CARBO Ceramics, Inc.		8,200		1,011,306
TETRA Technologies, Inc. (a)		58,800		549,192
Union Drilling, Inc. (a)		19,400		121,056
				1,681,554
Real Estate Investment Trusts (REITS) — 6.6%
Acadia Realty Trust		35,100		706,914
CBL & Associates Properties, Inc.		90,000		1,413,000

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

84

MML Small Company Value Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Cedar Realty Trust, Inc.		50,100	$	215,931
First Potomac Realty Trust		56,400		736,020
Kilroy Realty Corp.		31,100		1,183,977
LaSalle Hotel Properties		37,550		909,085
Pebblebrook Hotel Trust		41,000		786,380
Saul Centers, Inc.		8,900		315,238
Washington Real Estate Investment Trust		29,800		815,030
				7,081,575
Retail — 2.5%
Fred’s, Inc. Class A		34,400		501,552
Haverty Furniture Cos., Inc.		42,500		466,650
MarineMax, Inc. (a)		38,000		247,760
The Men’s Wearhouse, Inc.		29,500		956,095
Stein Mart, Inc. (a)		69,100		470,571
				2,642,628
Semiconductors — 1.9%
ATMI, Inc. (a)		19,800		396,594
Brooks Automation, Inc.		40,300		413,881
Cabot Microelectronics Corp. (a)		10,400		491,400
Teradyne, Inc. (a)		50,900		693,767
				1,995,642
Software — 1.8%
Accelrys, Inc. (a)		30,210		203,011
Progress Software Corp. (a)		46,000		890,100
SYNNEX Corp. (a)		25,600		779,776
				1,872,887
Telecommunications — 1.4%
Ixia (a)		59,500		625,345
Premiere Global Services, Inc. (a)		60,700		514,129
Sonus Networks, Inc. (a)		143,100		343,440
				1,482,914
Textiles — 0.9%
Culp, Inc. (a)		23,500		200,220
G&K Services, Inc. Class A		24,500		713,195
				913,415
Transportation — 6.8%
Genesee & Wyoming, Inc. Class A (a)		33,450		2,026,401
Kirby Corp. (a)		33,050		2,176,012
Landstar System, Inc.		47,150		2,259,428
Overseas Shipholding Group, Inc.		12,800		139,904
UTI Worldwide, Inc.		45,900		610,011
				7,211,756
TOTAL COMMON STOCK (Cost $80,188,123)				103,296,785
CONVERTIBLE PREFERRED STOCK — 0.5%
Banks — 0.1%
East West Bancorp, Inc., Series A 8.000%		100		140,500

	Number of Shares		Value
Insurance — 0.4%
Assured Guaranty Ltd. 8.500%		7,900	$	443,782
TOTAL CONVERTIBLE PREFERRED STOCK (Cost $548,276)				584,282
TOTAL EQUITIES (Cost $80,736,399)				103,881,067
MUTUAL FUNDS — 0.7%
Diversified Financial — 0.7%
iShares Russell 2000 Value Index Fund		11,400		748,296
T. Rowe Price Reserve Investment Fund		1,000		1,000
				749,296
TOTAL MUTUAL FUNDS (Cost $756,026)				749,296
TOTAL LONG-TERM INVESTMENTS (Cost $81,492,425)				104,630,363
	Principal Amount
SHORT-TERM INVESTMENTS — 1.9%
Repurchase Agreement — 1.9%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	1,970,354		1,970,354
TOTAL SHORT-TERM INVESTMENTS (Cost $1,970,354)				1,970,354
TOTAL INVESTMENTS — 100.0% (Cost $83,462,779) (c)				106,600,717
Other Assets/(Liabilities) — (0.0)%				(16,793	)
NET ASSETS — 100.0%			$	106,583,924

Notes to Portfolio of Investments

(a) Non-income producing security.

(b) Maturity value of $1,970,356. Collateralized by U.S. Government Agency obligations with a rate of 3.500%, maturity date of 11/25/38, and an aggregate market value, including accrued interest, of $2,010,744.

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

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

85

MML Small/Mid Cap Value Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 98.2%
COMMON STOCK — 98.2%
Apparel — 1.2%
The Jones Group, Inc.		202,510	$	2,136,481
Automotive & Parts — 4.2%
Cooper Tire & Rubber Co.		141,200		1,978,212
Dana Holding Corp. (a)		136,350		1,656,652
Lear Corp.		56,170		2,235,566
TRW Automotive Holdings Corp. (a)		49,200		1,603,920
				7,474,350
Banks — 8.6%
Associated Banc-Corp.		139,200		1,554,864
CapitalSource, Inc.		341,620		2,288,854
Comerica, Inc.		80,320		2,072,256
Hancock Holding Co.		32,526		1,039,856
Huntington Bancshares, Inc.		401,370		2,203,521
Popular, Inc. (a)		934,263		1,298,626
Susquehanna Bancshares, Inc.		241,545		2,024,147
Webster Financial Corp.		58,290		1,188,533
Zions Bancorp		98,640		1,605,859
				15,276,516
Beverages — 1.4%
Constellation Brands, Inc. Class A (a)		124,970		2,583,130
Chemicals — 3.0%
Ferro Corp. (a)		191,680		937,315
Huntsman Corp.		99,370		993,700
PolyOne Corp.		154,300		1,782,165
Westlake Chemical Corp.		39,720		1,598,333
				5,311,513
Commercial Services — 1.2%
Convergys Corp. (a)		162,602		2,076,428
Computers — 0.5%
NCR Corp. (a)		58,000		954,680
Distribution & Wholesale — 1.6%
Ingram Micro, Inc. Class A (a)		57,880		1,052,837
WESCO International, Inc. (a)		33,690		1,785,907
				2,838,744
Diversified Financial — 0.5%
Legg Mason, Inc.		39,500		949,975
Electric — 6.0%
CMS Energy Corp.		104,750		2,312,880
Great Plains Energy, Inc.		77,290		1,683,376
NV Energy, Inc.		140,830		2,302,571
PNM Resources, Inc.		115,500		2,105,565
Portland General Electric Co.		85,875		2,171,779
Unisource Energy Corp.		5,186		191,467
				10,767,638

	Number of Shares		Value
Electrical Components & Equipment — 2.4%
EnerSys (a)		88,750	$	2,304,837
General Cable Corp. (a)		79,160		1,979,792
				4,284,629
Electronics — 7.0%
Arrow Electronics, Inc. (a)		60,900		2,278,269
AU Optronics Corp. Sponsored ADR (Taiwan)		420,586		1,816,931
Avnet, Inc. (a)		49,470		1,538,022
Celestica, Inc. (a)		219,290		1,607,396
Flextronics International Ltd. (a)		318,660		1,803,616
Thomas & Betts Corp. (a)		23,370		1,276,002
TTM Technologies, Inc. (a)		193,120		2,116,595
				12,436,831
Engineering & Construction — 0.8%
Tutor Perini Corp. (a)		109,770		1,354,562
Foods — 4.5%
Dean Foods Co. (a)		221,400		2,479,680
Dole Food Co., Inc. (a)		151,210		1,307,967
Smithfield Foods, Inc. (a)		80,800		1,961,824
Tyson Foods, Inc. Class A		113,960		2,352,134
				8,101,605
Gas — 3.8%
Atmos Energy Corp.		60,800		2,027,680
NiSource, Inc.		98,565		2,346,833
UGI Corp.		79,240		2,329,656
				6,704,169
Health Care – Services — 3.6%
Health Net, Inc. (a)		79,430		2,416,261
LifePoint Hospitals, Inc. (a)		57,550		2,137,982
Molina Healthcare, Inc. (a)		80,380		1,794,885
				6,349,128
Home Builders — 0.6%
NVR, Inc. (a)		1,600		1,097,600
Household Products — 0.9%
Avery Dennison Corp.		58,440		1,676,059
Housewares — 1.1%
Newell Rubbermaid, Inc.		120,500		1,946,075
Insurance — 7.5%
AmTrust Financial Services, Inc.		61,130		1,451,838
Aspen Insurance Holdings Ltd.		76,800		2,035,200
Endurance Specialty Holdings Ltd.		58,100		2,222,325
Platinum Underwriters Holdings Ltd.		65,720		2,241,709
Reinsurance Group of America, Inc. Class A		40,800		2,131,800
Torchmark Corp.		38,570		1,673,552
Unum Group		72,850		1,534,949
				13,291,373

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

86

MML Small/Mid Cap Value Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Iron & Steel — 1.9%
Reliance Steel & Aluminum Co.		48,730	$	2,372,664
Steel Dynamics, Inc.		82,700		1,087,505
				3,460,169
Leisure Time — 1.1%
Royal Caribbean Cruises Ltd.		78,220		1,937,509
Lodging — 0.2%
MGM Resorts International (a)		36,400		379,652
Media — 1.0%
Gannett Co., Inc.		136,320		1,822,598
Metal Fabricate & Hardware — 2.3%
Commercial Metals Co.		136,000		1,880,880
The Timken Co.		55,600		2,152,276
				4,033,156
Oil & Gas — 2.4%
Plains Exploration & Production Co. (a)		49,550		1,819,476
Stone Energy Corp. (a)		58,350		1,539,273
Tesoro Corp. (a)		40,820		953,555
				4,312,304
Real Estate Investment Trusts (REITS) — 7.8%
BioMed Realty Trust, Inc.		115,190		2,082,635
BRE Properties, Inc.		31,700		1,600,216
Camden Property Trust		26,460		1,646,871
DiamondRock Hospitality Co.		197,170		1,900,719
Entertainment Properties Trust		50,030		2,186,811
Glimcher Realty Trust		209,600		1,928,320
Home Properties, Inc.		23,800		1,370,166
Mid-America Apartment Communities, Inc.		18,460		1,154,673
				13,870,411
Retail — 6.8%
ANN, Inc. (a)		67,090		1,662,490
Big Lots, Inc. (a)		38,040		1,436,391
The Children’s Place Retail Store, Inc. (a)		29,900		1,588,288
GameStop Corp. Class A (a)		82,700		1,995,551
Insight Enterprises, Inc. (a)		91,170		1,393,989
Office Depot, Inc. (a)		367,100		789,265
Saks, Inc. (a)		105,690		1,030,478
Signet Jewelers Ltd.		48,720		2,141,731
				12,038,183
Savings & Loans — 2.1%
First Niagara Financial Group, Inc.		177,740		1,533,896
People’s United Financial, Inc.		86,400		1,110,240
Washington Federal, Inc.		81,210		1,136,128
				3,780,264

	Number of Shares		Value
Semiconductors — 5.0%
Amkor Technology, Inc. (a)		298,940	$	1,303,378
Entegris, Inc. (a)		249,810		2,179,592
Lam Research Corp. (a)		49,190		1,821,014
Micron Technology, Inc. (a)		285,330		1,794,726
MKS Instruments, Inc.		63,328		1,761,785
				8,860,495
Telecommunications — 2.1%
Amdocs Ltd. (a)		55,690		1,588,836
Anixter International, Inc. (a)		18,500		1,103,340
Arris Group, Inc. (a)		94,400		1,021,408
				3,713,584
Transportation — 3.8%
Atlas Air Worldwide Holdings, Inc. (a)		42,020		1,614,829
Bristow Group, Inc.		48,290		2,288,463
Con-way, Inc.		38,230		1,114,787
Teekay Corp.		63,520		1,697,889
				6,715,968
Trucking & Leasing — 1.3%
Aircastle Ltd.		184,280		2,344,042
TOTAL COMMON STOCK (Cost $173,888,056)				174,879,821
TOTAL EQUITIES (Cost $173,888,056)				174,879,821
TOTAL LONG-TERM INVESTMENTS (Cost $173,888,056)				174,879,821
	Principal Amount
SHORT-TERM INVESTMENTS — 1.7%
Repurchase Agreement — 1.7%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	2,957,113		2,957,113
TOTAL SHORT-TERM INVESTMENTS (Cost $2,957,113)				2,957,113
TOTAL INVESTMENTS — 99.9% (Cost $176,845,169) (c)				177,836,934
Other Assets/(Liabilities) — 0.1%				155,130
NET ASSETS — 100.0%			$	177,992,064

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

87

MML Small/Mid Cap Value Fund – Portfolio of Investments (Continued)

Notes to Portfolio of Investments

ADR American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $2,957,116. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity dates ranging from 8/15/39 – 9/25/39, and an aggregate market value, including accrued interest, of $3,017,168.

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

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

88

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MML Series Investment Fund – Financial Statements

Statements of Assets and Liabilities

December 31, 2011

	MML Asset Allocation Fund			MML Concentrated Growth Fund
Assets:
Investments, at value (Note 2) (a)	$	116,444,553		$	84,711,227
Short-term investments, at value (Note 2) (b)		5,263			-
Repurchase agreements, at value (Note 2) (c)		11,519,209			501,150
Total investments		127,969,025			85,212,377
Foreign currency, at value (d)		-			-
Receivables from:
Investments sold		1,006,805			-
Investment adviser (Note 3)		-			3,635
Fund shares sold		1,755			4,916
Interest and dividends		492,801			62,390
Foreign taxes withheld		-			-
Total assets		129,470,386			85,283,318
Liabilities:
Payables for:
Investments purchased		57,635			-
Open forward foreign currency contracts (Note 2)		2,205			-
Fund shares repurchased		18,938			5,026
Investments purchased on a when-issued basis (Note 2)		5,962,992			-
Trustees’ fees and expenses (Note 3)		36,970			18,706
Affiliates (Note 3):
Investment management fees		57,614			43,618
Administration fees		-			15,814
Service fees		5,408			1,145
Accrued expense and other liabilities		40,325			34,159
Total liabilities		6,182,087			118,468
Net assets	$	123,288,299		$	85,164,850
Net assets consist of:
Paid-in capital	$	164,991,540		$	119,413,347
Undistributed (accumulated) net investment income (loss)		2,397,816			560,180
Accumulated net realized gain (loss) on investments and foreign currency transactions		(53,859,206	)		(40,530,804	)
Net unrealized appreciation (depreciation) on investments and foreign currency translations		9,758,149			5,722,127
Net assets	$	123,288,299		$	85,164,850
(a)        Cost of investments:	$	106,683,170		$	78,989,100
(b)        Cost of short-term investments:	$	5,263		$	-
(c)        Cost of repurchase agreements:	$	11,519,209		$	501,150
(d)        Cost of foreign currency:	$	-		$	-

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

90

MML Equity Income Fund			MML Foreign Fund			MML Global Fund			MML Growth & Income Fund
$	528,359,128		$	293,911,984		$	107,896,082		$	125,417,805
	30,944			-			6,729			5,360
	13,806,351			17,249,973			2,111,427			1,534,652
	542,196,423			311,161,957			110,014,238			126,957,817
	-			26,566			8,606			-
	73,153			-			443			-
	-			-			12,367			-
	45,808			86,730			83,318			3,887
	1,113,199			546,464			128,049			144,910
	4,323			529,907			115,607			11,930
	543,432,906			312,351,624			110,362,628			127,118,544
	-			3,096,750			82,827			-
	-			-			-			-
	68,018			49,098			2,796			20,940
	-			-			-			-
	82,944			57,143			13,136			39,716
	341,534			233,205			55,495			53,911
	-			-			24,604			-
	18,373			3,539			1,353			6,219
	82,761			67,697			39,469			39,848
	593,630			3,507,432			219,680			160,634
$	542,839,276		$	308,844,192		$	110,142,948		$	126,957,910
$	551,251,310		$	379,080,497		$	105,673,610		$	184,975,779
	10,563,816			7,319,607			1,309,460			1,668,572
	(56,417,851	)		(25,519,073	)		(10,665,356	)		(71,663,564	)
	37,442,001			(52,036,839	)		13,825,234			11,977,123
$	542,839,276		$	308,844,192		$	110,142,948		$	126,957,910
$	490,915,487		$	345,967,905		$	94,075,163		$	113,439,827
$	30,944		$	-		$	6,729		$	5,360
$	13,806,351		$	17,249,973		$	2,111,427		$	1,534,652
$	-		$	26,513		$	8,687		$	-

91

MML Series Investment Fund – Financial Statements (Continued)

Statements of Assets and Liabilities

December 31, 2011

	MML Asset Allocation Fund		MML Concentrated Growth Fund
Initial Class shares:
Net assets	$	114,357,789	$	-
Shares outstanding (a)		13,511,727		-
Net asset value, offering price and redemption price per share	$	8.46	$	-
Class I shares:
Net assets	$	-	$	64,176,388
Shares outstanding (a)		-		9,070,506
Net asset value, offering price and redemption price per share	$	-	$	7.08
Class II shares:
Net assets	$	-	$	19,080,184
Shares outstanding (a)		-		2,688,139
Net asset value, offering price and redemption price per share	$	-	$	7.10
Service Class shares:
Net assets	$	8,930,510	$	-
Shares outstanding (a)		1,060,601		-
Net asset value, offering price and redemption price per share	$	8.42	$	-
Service Class I shares:
Net assets	$	-	$	1,908,278
Shares outstanding (a)		-		271,936
Net asset value, offering price and redemption price per share	$	-	$	7.02

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

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

92

MML Equity Income Fund		MML Foreign Fund		MML Global Fund		MML Growth & Income Fund
$	511,950,504	$	303,229,093	$	-	$	116,867,435
	55,629,444		37,289,284		-		14,932,829
$	9.20	$	8.13	$	-	$	7.83
$	-	$	-	$	92,594,667	$	-
	-		-		11,546,011		-
$	-	$	-	$	8.02	$	-
$	-	$	-	$	15,218,365	$	-
	-		-		1,872,170		-
$	-	$	-	$	8.13	$	-
$	30,888,772	$	5,615,099	$	-	$	10,090,475
	3,372,808		693,352		-		1,294,779
$	9.16	$	8.10	$	-	$	7.79
$	-	$	-	$	2,329,916	$	-
	-		-		291,201		-
$	-	$	-	$	8.00	$	-

93

MML Series Investment Fund – Financial Statements (Continued)

Statements of Assets and Liabilities

December 31, 2011

	MML Income & Growth Fund			MML Large Cap Growth Fund
Assets:
Investments, at value (Note 2) (a)	$	88,212,072		$	181,485,296
Short-term investments, at value (Note 2) (b)		3,515			-
Repurchase agreements, at value (Note 2) (c)		10,181,720			7,801,203
Total investments		98,397,307			189,286,499
Receivables from:
Investments sold		-			-
Open forward foreign currency contracts (Note 2)		-			-
Investment adviser (Note 3)		-			-
Fund shares sold		219,846			233,340
Interest and dividends		201,311			54,857
Total assets		98,818,464			189,574,696
Liabilities:
Payables for:
Investments purchased		1,769,264			-
Open forward foreign currency contracts (Note 2)		-			-
Fund shares repurchased		3,571			522
Variation margin on open futures contracts (Note 2)		-			-
Trustees’ fees and expenses (Note 3)		28,282			16,723
Affiliates (Note 3):
Investment management fees		51,353			103,736
Administration fees		-			-
Service fees		4,840			755
Accrued expense and other liabilities		30,401			41,566
Total liabilities		1,887,711			163,302
Net assets	$	96,930,753		$	189,411,394
Net assets consist of:
Paid-in capital	$	88,041,058		$	181,143,699
Undistributed (accumulated) net investment income (loss)		1,858,483			128,047
Accumulated net realized gain (loss) on investments and foreign currency transactions		(5,577,681	)		(2,607,533	)
Net unrealized appreciation (depreciation) on investments and foreign currency translations		12,608,893			10,747,181
Net assets	$	96,930,753		$	189,411,394
(a)        Cost of investments:	$	75,603,199		$	170,738,115
(b)        Cost of short-term investments:	$	3,515		$	-
(c)        Cost of repurchase agreements:	$	10,181,720		$	7,801,203

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

94

MML Mid Cap Growth Fund			MML Mid Cap Value Fund			MML Small Cap Index Fund			MML Small Company Value Fund			MML Small/Mid Cap Value Fund
$	320,930,474		$	414,541,724		$	39,843,576		$	104,630,363		$	174,879,821
	-			-			134,985			-			-
	7,185,683			4,681,023			237,709			1,970,354			2,957,113
	328,116,157			419,222,747			40,216,270			106,600,717			177,836,934
	1,074,828			3,225,739			2,498			-			847,735
	-			76,343			-			-			-
	-			-			-			3,770			-
	141,326			87,779			16,932			34,911			5,318
	98,230			876,798			42,700			101,266			226,585
	329,430,541			423,489,406			40,278,400			106,740,664			178,916,572
	521,032			2,383,373			70,062			9,955			690,794
	-			22,170			-			-			-
	10,411			48,811			1,762			542			35,144
	-			-			872			-			-
	56,124			73,998			9,797			8,813			38,231
	214,006			295,866			11,846			76,047			112,425
	-			-			-			22,367			-
	13,608			7,589			2,864			2,340			4,338
	62,751			72,259			30,644			36,676			43,576
	877,932			2,904,066			127,847			156,740			924,508
$	328,552,609		$	420,585,340		$	40,150,553		$	106,583,924		$	177,992,064
$	251,159,152		$	411,370,618		$	43,352,474		$	80,743,335		$	216,570,543
	(912,269	)		7,230,169			242,563			(207,781	)		1,026,493
	19,406,160			11,103,447			(2,319,757	)		2,910,432			(40,596,737	)
	58,899,566			(9,118,894	)		(1,124,727	)		23,137,938			991,765
$	328,552,609		$	420,585,340		$	40,150,553		$	106,583,924		$	177,992,064
$	262,031,024		$	423,715,050		$	40,973,944		$	81,492,425		$	173,888,056
$	-		$	-		$	134,985		$	-		$	-
$	7,185,683		$	4,681,023		$	237,709		$	1,970,354		$	2,957,113

95

MML Series Investment Fund – Financial Statements (Continued)

Statements of Assets and Liabilities

December 31, 2011

	MML Income & Growth Fund		MML Large Cap Growth Fund
Initial Class shares:
Net assets	$	88,464,509	$	188,235,219
Shares outstanding (a)		10,334,698		18,740,312
Net asset value, offering price and redemption price per share	$	8.56	$	10.04
Class II shares:
Net assets	$	-	$	-
Shares outstanding (a)		-		-
Net asset value, offering price and redemption price per share	$	-	$	-
Service Class shares:
Net assets	$	8,466,244	$	1,176,175
Shares outstanding (a)		994,725		117,783
Net asset value, offering price and redemption price per share	$	8.51	$	9.99
Service Class I shares:
Net assets	$	-	$	-
Shares outstanding (a)		-		-
Net asset value, offering price and redemption price per share	$	-	$	-

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

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

96

MML Mid Cap Growth Fund		MML Mid Cap Value Fund		MML Small Cap Index Fund		MML Small Company Value Fund		MML Small/Mid Cap Value Fund
$	305,756,758	$	407,614,871	$	35,344,706	$	-	$	170,925,270
	25,320,504		40,068,369		3,609,070		-		20,093,794
$	12.08	$	10.17	$	9.79	$	-	$	8.51
$	-	$	-	$	-	$	102,632,504	$	-
	-		-		-		6,096,420		-
$	-	$	-	$	-	$	16.83	$	-
$	22,795,851	$	12,970,469	$	4,805,847	$	-	$	7,066,794
	1,903,234		1,281,808		493,276		-		834,516
$	11.98	$	10.12	$	9.74	$	-	$	8.47
$	-	$	-	$	-	$	3,951,420	$	-
	-		-		-		236,187		-
$	-	$	-	$	-	$	16.73	$	-

97

MML Series Investment Fund – Financial Statements (Continued)

Statements of Operations

For the Year Ended December 31, 2011

	MML Asset Allocation Fund			MML Concentrated Growth Fund
Investment income (Note 2):
Dividends (a)	$	1,397,395		$	1,386,749
Interest		1,864,695			64
Total investment income		3,262,090			1,386,813
Expenses (Note 3):
Investment management fees		739,713			570,368
Custody fees		17,811			11,925
Audit fees		37,968			32,988
Legal fees		10,892			2,260
Proxy fees		918			917
Shareholder reporting fees		27,843			20,789
Trustees’ fees		11,147			7,897
		846,292			647,144
Administration fees:
Class I		-			172,507
Class II		-			29,916
Service Class I		-			4,356
Service fees:
Service Class		21,132			-
Service Class I		-			4,538
Total expenses		867,424			858,461
Expenses waived (Note 3):
Class I fees waived by adviser		-			-
Class II fees waived by adviser		-			-
Service Class I fees waived by adviser		-			-
Class I management fees waived		-			(35,938	)
Class II management fees waived		-			(10,684	)
Service Class I management fees waived		-			(908	)
Net expenses		867,424			810,931
Net investment income (loss)		2,394,666			575,882
Realized and unrealized gain (loss):
Net realized gain (loss) on:
Investment transactions		10,836,684			11,850,133
Foreign currency transactions		7,795			-
Net realized gain (loss)		10,844,479			11,850,133
Net change in unrealized appreciation (depreciation) on:
Investment transactions		(10,839,136	)		(13,156,537	)
Translation of assets and liabilities in foreign currencies		(3,557	)		-
Net change in unrealized appreciation (depreciation)		(10,842,693	)		(13,156,537	)
Net realized gain (loss) and change in unrealized appreciation (depreciation)		1,786			(1,306,404	)
Net increase (decrease) in net assets resulting from operations	$	2,396,452		$	(730,522	)
(a)        Net of withholding tax of:	$	32,302		$	-

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

98

MML Equity Income Fund			MML Foreign Fund			MML Global Fund			MML Growth & Income Fund
$	15,113,834		$	11,565,833		$	2,285,229		$	2,568,861
	11,152			3,675			122			68
	15,124,986			11,569,508			2,285,351			2,568,929
	4,174,730			2,961,288			628,318			711,394
	52,485			148,758			57,989			29,358
	32,777			38,377			39,113			32,458
	6,332			4,317			2,312			2,624
	917			918			918			918
	103,684			63,383			21,543			31,179
	45,200			27,183			8,286			11,891
	4,416,125			3,244,224			758,479			819,822
	-			-			238,756			-
	-			-			31,714			-
	-			-			5,126			-
	71,157			14,458			-			26,533
	-			-			4,577			-
	4,487,282			3,258,682			1,038,652			846,355
	-			-			(89,001	)		-
	-			-			(18,303	)		-
	-			-			(1,912	)		-
	-			-			-			-
	-			-			-			-
	-			-			-			-
	4,487,282			3,258,682			929,436			846,355
	10,637,704			8,310,826			1,355,915			1,722,574
	18,015,791			5,191,515			4,372,497			8,176,398
	(7,905	)		(85,147	)		11,326			(18,321	)
	18,007,886			5,106,368			4,383,823			8,158,077
	(29,896,851	)		(44,317,273	)		(9,816,884	)		(11,728,846	)
	(730	)		(100,102	)		(3,622	)		(913	)
	(29,897,581	)		(44,417,375	)		(9,820,506	)		(11,729,759	)
	(11,889,695	)		(39,311,007	)		(5,436,683	)		(3,571,682	)
$	(1,251,991	)	$	(31,000,181	)	$	(4,080,768	)		$  (1,849,108	)
$	120,600		$	1,190,031		$	156,343		$	39,322

99

MML Series Investment Fund – Financial Statements (Continued)

Statements of Operations

For the Year Ended December 31, 2011

	MML Income  & Growth Fund			MML Large Cap Growth Fund
Investment income (Note 2):
Dividends (a)	$	2,488,860		$	1,357,324
Interest		280			361
Total investment income		2,489,140			1,357,685
Expenses (Note 3):
Investment management fees		519,070			1,111,930
Custody fees		8,856			21,013
Audit fees		32,985			32,461
Legal fees		2,658			2,901
Proxy fees		918			918
Shareholder reporting fees		18,646			32,622
Trustees’ fees		6,921			13,308
		590,054			1,215,153
Administration fees:
Class II		-			-
Service Class I		-			-
Service fees:
Service Class		17,016			3,198
Service Class I		-			-
Total expenses		607,070			1,218,351
Expenses waived (Note 3):
Class II fees waived by adviser		-			-
Service Class I fees waived by adviser		-			-
Net expenses		607,070			1,218,351
Net investment income (loss)		1,882,070			139,334
Realized and unrealized gain (loss):
Net realized gain (loss) on:
Investment transactions		1,312,341			8,315,080
Futures contracts		-			-
Foreign currency transactions		(3,051	)		-
Net realized gain (loss)		1,309,290			8,315,080
Net change in unrealized appreciation (depreciation) on:
Investment transactions		1,984,153			(13,994,868	)
Futures contracts		-			-
Translation of assets and liabilities in foreign currencies		(710	)		-
Net change in unrealized appreciation (depreciation)		1,983,443			(13,994,868	)
Net realized gain (loss) and change in unrealized appreciation (depreciation)		3,292,733			(5,679,788	)
Net increase (decrease) in net assets resulting from operations	$	5,174,803			$  (5,540,454	)
(a)        Net of withholding tax of:	$	44,502		$	10,313

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

100

MML Mid Cap Growth Fund			MML Mid Cap Value Fund			MML Small Cap Index Fund			MML Small Company Value Fund			MML Small/Mid Cap Value Fund
$	1,694,185		$	10,487,147		$	438,824		$	1,171,587		$	2,511,598
	14,858			410			88			230			246
	1,709,043			10,487,557			438,912			1,171,817			2,511,844
	2,645,709			3,507,060			152,963			910,630			1,400,441
	52,535			80,810			13,705			13,070			22,758
	33,178			33,238			32,375			32,993			32,491
	4,491			5,166			1,763			1,885			3,011
	917			918			918			918			918
	65,640			77,539			11,080			22,793			37,464
	27,690			33,763			3,579			8,496			15,352
	2,830,160			3,738,494			216,383			990,785			1,512,435
	-			-			-			259,301			-
	-			-			-			8,531			-
	50,997			28,099			11,141			-			17,524
	-			-			-			8,531			-
	2,881,157			3,766,593			227,524			1,267,148			1,529,959
	-			-			-			(25,741	)		-
	-			-			-			(847	)		-
	2,881,157			3,766,593			227,524			1,240,560			1,529,959
	(1,172,114	)		6,720,964			211,388			(68,743	)		981,885
	34,192,334			47,025,876			1,591,149			2,944,374			24,421,795
	-			-			(56,530	)		-			-
	(1,367	)		389,612			-			(103	)		-
	34,190,967			47,415,488			1,534,619			2,944,271			24,421,795
	(36,507,981	)		(54,993,095	)		(1,566,654	)		(4,333,813	)		(37,849,828	)
	-			-			(209	)		-			-
	11			113,962			-			-			-
	(36,507,970	)		(54,879,133	)		(1,566,863	)		(4,333,813	)		(37,849,828	)
	(2,317,003	)		(7,463,645	)		(32,244	)		(1,389,542	)		(13,428,033	)
	$  (3,489,117	)		$     (742,681	)	$	179,144		$	(1,458,285	)	$	(12,446,148	)
$	32,837		$	80,508		$	-		$	1,760		$	16,194

101

MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML Asset Allocation Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	2,394,666		$	2,626,407
Net realized gain (loss) on investment transactions		10,844,479			4,025,721
Net change in unrealized appreciation (depreciation) on investments		(10,842,693	)		9,784,290
Net increase (decrease) in net assets resulting from operations		2,396,452			16,436,418
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		(2,525,969	)		(3,270,834	)
Class I		-			-
Class II		-			-
Service Class		(158,771	)		(163,239	)
Service Class I		-			-
Total distributions from net investment income		(2,684,740	)		(3,434,073	)
Net fund share transactions (Note 5):
Initial Class		(20,323,168	)		(16,307,999	)
Class I		-			-
Class II		-			-
Service Class		956,198			1,801,213
Service Class I		-			-
Increase (decrease) in net assets from fund share transactions		(19,366,970	)		(14,506,786	)
Total increase (decrease) in net assets		(19,655,258	)		(1,504,441	)
Net assets
Beginning of year		142,943,557			144,447,998
End of year	$	123,288,299		$	142,943,557
Undistributed (accumulated) net investment income (loss) included in net assets at end of year	$	2,397,816		$	2,692,343

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

102

MML Concentrated Growth Fund						MML Equity Income Fund						MML Foreign Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
$	575,882		$	600,741		$	10,637,704		$	9,558,553		$	8,310,826		$	5,682,567
	11,850,133			13,403,850			18,007,886			1,400,822			5,106,368			(2,239,270	)
	(13,156,537	)		(2,308,534	)		(29,897,581	)		63,629,412			(44,417,375	)		12,608,101
	(730,522	)		11,696,057			(1,251,991	)		74,588,787			(31,000,181	)		16,051,398
	-			-			(8,870,840	)		(8,032,215	)		(6,113,493	)		(5,183,884	)
	(446,560	)		(304,483	)		-			-			-			-
	(148,416	)		(121,782	)		-			-			-			-
	-			-			(442,894	)		(286,864	)		(101,845	)		(72,903	)
	(9,214	)		(5,743	)		-			-			-			-
	(604,190	)		(432,008	)		(9,313,734	)		(8,319,079	)		(6,215,338	)		(5,256,787	)
	-			-			(29,120,650	)		57,033,237			1,241,464			39,114,873
	(10,269,596	)		(14,787,016	)		-			-			-			-
	(3,792,999	)		(3,787,283	)		-			-			-			-
	-			-			6,770,393			5,523,924			466,608			1,315,087
	145,001			386,949			-			-			-			-
	(13,917,594	)		(18,187,350	)		(22,350,257	)		62,557,161			1,708,072			40,429,960
	(15,252,306	)		(6,923,301	)		(32,915,982	)		128,826,869			(35,507,447	)		51,224,571
	100,417,156			107,340,457			575,755,258			446,928,389			344,351,639			293,127,068
$	85,164,850		$	100,417,156		$	542,839,276		$	575,755,258		$	308,844,192		$	344,351,639
$	560,180		$	588,488		$	10,563,816		$	9,513,385		$	7,319,607		$	5,309,266

103

MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML Global Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	1,355,915		$	977,423
Net realized gain (loss) on investment transactions		4,383,823			3,660,223
Net change in unrealized appreciation (depreciation) on investments		(9,820,506	)		7,224,654
Net increase (decrease) in net assets resulting from operations		(4,080,768	)		11,862,300
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		-			-
Class I		(819,719	)		(443,725	)
Class II		(167,123	)		(99,559	)
Service Class		-			-
Service Class I		(19,559	)		(4,481	)
Total distributions from net investment income		(1,006,401	)		(547,765	)
Net fund share transactions (Note 5):
Initial Class		-			-
Class I		13,002,862			9,390,192
Class II		(3,069,471	)		(3,172,493	)
Service Class		-			-
Service Class I		1,016,682			721,200
Increase (decrease) in net assets from fund share transactions		10,950,073			6,938,899
Total increase (decrease) in net assets		5,862,904			18,253,434
Net assets
Beginning of year		104,280,044			86,026,610
End of year	$	110,142,948		$	104,280,044
Undistributed (accumulated) net investment income (loss) included in net assets at end of year	$	1,309,460		$	945,503

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

104

MML Growth & Income Fund						MML Income & Growth Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
$	1,722,574		$	1,587,731		$	1,882,070		$	2,404,753
	8,158,077			7,258,825			1,309,290			25,571,220
	(11,729,759	)		7,628,989			1,983,443			(18,211,608	)
	(1,849,108	)		16,475,545			5,174,803			9,764,365
	(1,414,550	)		(1,924,321	)		(2,052,810	)		(2,756,313	)
	-			-			-			-
	-			-			-			-
	(86,148	)		(153,086	)		(222,620	)		(121,024	)
	-			-			-			-
	(1,500,698	)		(2,077,407	)		(2,275,430	)		(2,877,337	)
	(23,487,335	)		(17,397,853	)		12,823,710			(204,108,040	)
	-			-			-			-
	-			-			-			-
	(3,055,537	)		865,578			4,465,650			1,293,934
	-			-			-			-
	(26,542,872	)		(16,532,275	)		17,289,360			(202,814,106	)
	(29,892,678	)		(2,134,137	)		20,188,733			(195,927,078	)
	156,850,588			158,984,725			76,742,020			272,669,098
$	126,957,910		$	156,850,588		$	96,930,753		$	76,742,020
$	1,668,572		$	1,555,109		$	1,858,483		$	2,304,911

105

MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML Large Cap Growth Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	139,334		$	385,271
Net realized gain (loss) on investment transactions		8,315,080			3,403,883
Net change in unrealized appreciation (depreciation) on investments		(13,994,868	)		18,363,328
Net increase (decrease) in net assets resulting from operations		(5,540,454	)		22,152,482
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		(376,875	)		(135,692	)
Service Class		(1,629	)		-
Total distributions from net investment income		(378,504	)		(135,692	)
Net fund share transactions (Note 5):
Initial Class		27,536,931			103,576,004
Service Class		477,753			15,706
Increase (decrease) in net assets from fund share transactions		28,014,684			103,591,710
Total increase (decrease) in net assets		22,095,726			125,608,500
Net assets
Beginning of year		167,315,668			41,707,168
End of year	$	189,411,394		$	167,315,668
Undistributed (accumulated) net investment income (loss) included in net assets at end of year	$	128,047		$	377,258

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

106

MML Mid Cap Growth Fund						MML Mid Cap Value Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
$	(1,172,114	)	$	(646,732	)	$	6,720,964		$	9,263,692
	34,190,967			21,871,761			47,415,488			65,686,823
	(36,507,970	)		56,982,064			(54,879,133	)		(1,729,806	)
	(3,489,117	)		78,207,093			(742,681	)		73,220,709
	-			-			(8,190,527	)		(5,765,689	)
	-			-			(223,550	)		(106,830	)
	-			-			(8,414,077	)		(5,872,519	)
	(21,917,717	)		(19,052,242	)		(3,398,141	)		(21,520,432	)
	6,012,491			4,095,093			3,591,638			2,175,010
	(15,905,226	)		(14,957,149	)		193,497			(19,345,422	)
	(19,394,343	)		63,249,944			(8,963,261	)		48,002,768
	347,946,952			284,697,008			429,548,601			381,545,833
$	328,552,609		$	347,946,952		$	420,585,340		$	429,548,601
$	(912,269	)	$	(709,308	)	$	7,230,169		$	8,831,980

107

MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML Small Cap Index Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	211,388		$	313,530
Net realized gain (loss) on investment transactions		1,534,619			59,415
Net change in unrealized appreciation (depreciation) on investments		(1,566,863	)		9,401,611
Net increase (decrease) in net assets resulting from operations		179,144			9,774,556
Distributions to shareholders (Note 2):
From net investment income:
Initial Class		(268,794	)		(223,145	)
Class II		-			-
Service Class		(24,703	)		(13,744	)
Service Class I		-			-
Total distributions from net investment income		(293,497	)		(236,889	)
From net realized gains:
Class II		-			-
Service Class I		-			-
Total distributions from net realized gains		-			-
Net fund share transactions (Note 5):
Initial Class		(6,586,719	)		(5,195,780	)
Class II		-			-
Service Class		717,576			595,008
Service Class I		-			-
Increase (decrease) in net assets from fund share transactions		(5,869,143	)		(4,600,772	)
Total increase (decrease) in net assets		(5,983,496	)		4,936,895
Net assets
Beginning of year		46,134,049			41,197,154
End of year	$	40,150,553		$	46,134,049
Undistributed (accumulated) net investment income (loss) included in net assets at end of year	$	242,563		$	329,731
Distributions in excess of net investment income included in net assets at end of year	$	-		$	-

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

108

MML Small Company Value Fund						MML Small/Mid Cap Value Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
$	(68,743	)	$	325,366		$	981,885		$	1,146,608
	2,944,271			10,205,295			24,421,795			17,419,713
	(4,333,813	)		10,266,951			(37,849,828	)		27,693,877
	(1,458,285	)		20,797,612			(12,446,148	)		46,260,198
	-			-			(1,037,218	)		(1,105,932	)
	-			(798,366	)		-			-
	-			-			(30,232	)		(23,853	)
	-			(17,102	)		-			-
	-			(815,468	)		(1,067,450	)		(1,129,785	)
	(1,420,523	)		(8,456,394	)		-			-
	(50,561	)		(199,717	)		-			-
	(1,471,084	)		(8,656,111	)		-			-
	-			-			(7,313,534	)		(31,113,774	)
	(394,799	)		(1,584,805	)		-			-
	-			-			1,290,527			1,387,858
	1,497,284			1,789,392			-			-
	1,102,485			204,587			(6,023,007	)		(29,725,916	)
	(1,826,884	)		11,530,620			(19,536,605	)		15,404,497
	108,410,808			96,880,188			197,528,669			182,124,172
$	106,583,924		$	108,410,808		$	177,992,064		$	197,528,669
$	(207,781	)	$	-		$	1,026,493		$	1,110,263
$	-		$	(171,220	)	$	-		$	-

109

MML Series Investment Fund – Financial Highlights

(For a share outstanding throughout each period)

MML Asset Allocation Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	8.50	$	0.15	$	(0.01	)	$	0.14		$	(0.18	)	$	-		$	(0.18	)	$	8.46		1.68%		$	114,358		0.63%			N/A			1.80%			104%
12/31/10		7.75		0.15		0.80			0.95			(0.20	)		-			(0.20	)		8.50		12.61%			134,949		0.62%			N/A			1.89%			60%
12/31/09		6.90		0.17		0.98			1.15			(0.30	)		-			(0.30	)		7.75		17.02%			138,938		0.63%			N/A			2.43%			109%
12/31/08		9.91		0.23		(3.23	)		(3.00	)		(0.01	)		-			(0.01	)		6.90		(30.32%	)		136,326		0.62%			0.60% #			2.63%			67%
12/31/07		10.30		0.25		(0.13	)		0.12			(0.25	)		(0.26	)		(0.51	)		9.91		1.14%			255,294		0.59%			0.57%	#		2.34%			62%
Service Class
12/31/11	$	8.46	$	0.13	$	(0.01	)	$	0.12		$	(0.16	)	$	-		$	(0.16	)	$	8.42		1.49%		$	8,931		0.88%			N/A			1.56%			104%
12/31/10		7.72		0.13		0.80			0.93			(0.19	)		-			(0.19	)		8.46		12.37%			7,994		0.87%			N/A			1.65%			60%
12/31/09		6.90		0.15		0.97			1.12			(0.30	)		-			(0.30	)		7.72		16.56%			5,510		0.88%			N/A			2.09%			109%
12/31/08 +++		8.98		0.08		(2.15	)		(2.07	)		(0.01	)		-			(0.01	)		6.90		(23.10%	) **		1,757		0.90%	*		N/A			3.09%	*		67%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

MML Concentrated Growth Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Class I
12/31/11	$	7.18	$	0.04	$	(0.10	)	$	(0.06	)	$	(0.04	)	$	-		$	(0.04	)	$	7.08		(0.74%	)	$	64,176		0.92%			0.87%	#		0.59%			50%
12/31/10		6.32		0.04		0.85			0.89			(0.03	)		-			(0.03	)		7.18		14.14%			75,480		0.92%			0.87%	#		0.58%			78%
12/31/09		4.45		0.02		1.87			1.89			(0.02	)		-			(0.02	)		6.32		42.58%			82,035		0.93%			0.90%	#		0.44%			69%
12/31/08		11.09		0.03		(6.67	)		(6.64	)		-			-			-			4.45		(59.87%	)		59,617		0.93%			0.90%	#		0.40%			104%
12/31/07		10.21		0.02		1.54			1.56			(0.02	)		(0.66	)		(0.68	)		11.09		15.04%			23,930		0.91%			0.76%	#		0.16%			59%
Class II
12/31/11	$	7.21	$	0.05	$	(0.11	)	$	(0.06	)	$	(0.05	)	$	-		$	(0.05	)	$	7.10		(0.77%	)	$	19,080		0.82%			0.77%	#		0.69%			50%
12/31/10		6.35		0.04		0.86			0.90			(0.04	)		-			(0.04	)		7.21		14.21%			23,147		0.82%			0.77%	#		0.68%			78%
12/31/09		4.46		0.03		1.88			1.91			(0.02	)		-			(0.02	)		6.35		42.82%			24,102		0.83%			0.80%	#		0.52%			69%
12/31/08		11.10		0.03		(6.67	)		(6.64	)		-			-			-			4.46		(59.82%	)		19,978		0.82%			0.76%	#		0.40%			104%
12/31/07		10.21		0.03		1.55			1.58			(0.03	)		(0.66	)		(0.69	)		11.10		15.20%			61,686		0.81%			0.66%	#		0.26%			59%
Service Class I
12/31/11	$	7.13	$	0.02	$	(0.09	)	$	(0.07	)	$	(0.04	)	$	-		$	(0.04	)	$	7.02		(1.01%	)	$	1,908		1.17%			1.12%	#		0.33%			50%
12/31/10		6.29		0.02		0.85			0.87			(0.03	)		-			(0.03	)		7.13		13.83%			1,789		1.17%			1.12%	#		0.33%			78%
12/31/09		4.45		0.01		1.86			1.87			(0.03	)		-			(0.03	)		6.29		42.11%			1,203		1.18%			1.15%	#		0.15%			69%
12/31/08 +++		8.78		0.01		(4.34	)		(4.33	)		-			-			-			4.45		(49.32%	) **		494		1.19%	*		N/A			0.73%	*		104%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

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

110

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Equity Income Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	9.44	$	0.18	$	(0.26	)	$	(0.08	)	$	(0.16	)	$	-		$	(0.16	)	$	9.20		(0.79%	)	$	511,951		0.79%			1.92%			22%
12/31/10		8.35		0.16		1.06			1.22			(0.13	)		-			(0.13	)		9.44		14.95%			550,834		0.79%			1.87%			16%
12/31/09		6.82		0.15		1.56			1.71			(0.18	)		-			(0.18	)		8.35		25.19%			430,300		0.81%			2.13%			31%
12/31/08		10.77		0.22		(4.04	)		(3.82	)		-			(0.13	)		(0.13	)		6.82		(35.80%	)		353,862		0.80%			2.51%			32%
12/31/07		10.97		0.20		0.15			0.35			(0.17	)		(0.38	)		(0.55	)		10.77		3.13%			378,616		0.78%			1.76%			27%
Service Class
12/31/11	$	9.40	$	0.16	$	(0.26	)	$	(0.10	)	$	(0.14	)	$	-		$	(0.14	)	$	9.16		(0.97%	)	$	30,889		1.04%			1.69%			22%
12/31/10		8.32		0.14		1.06			1.20			(0.12	)		-			(0.12	)		9.40		14.70%			24,921		1.04%			1.62%			16%
12/31/09		6.82		0.13		1.54			1.67			(0.17	)		-			(0.17	)		8.32		24.74%			16,629		1.06%			1.77%			31%
12/31/08 +++		9.60		0.09		(2.74	)		(2.65	)		-			(0.13	)		(0.13	)		6.82		(27.98%	) **		6,302		1.06%	*		3.36%	*		32%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

MML Foreign Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	9.21	$	0.23	$	(1.14	)	$	(0.91	)	$	(0.17	)	$	-		$	(0.17	)	$	8.13		(9.90%	)	$	303,229		0.98%			N/A			2.50%			9%
12/31/10		8.95		0.16		0.24			0.40			(0.14	)		-			(0.14	)		9.21		4.70%			338,495		0.99%			N/A			1.85%			8%
12/31/09		7.08		0.16		1.90			2.06			(0.19	)		-			(0.19	)		8.95		29.28%			288,815		1.01%			N/A			2.08%			11%
12/31/08		12.02		0.27		(5.21	)		(4.94	)		(0.00	) †		-			(0.00	) †		7.08		(41.07%	)		208,709		1.00%			0.98%	#		2.74%			10%
12/31/07		11.00		0.24		1.24			1.48			(0.27	)		(0.19	)		(0.46	)		12.02		13.48%			359,018		1.00%			N/A			2.00%			9%
Service Class
12/31/11	$	9.18	$	0.20	$	(1.12	)	$	(0.92	)	$	(0.16	)	$	-		$	(0.16	)	$	8.10		(10.13%	)	$	5,615		1.23%			N/A			2.23%			9%
12/31/10		8.92		0.13		0.26			0.39			(0.13	)		-			(0.13	)		9.18		4.54%			5,857		1.24%			N/A			1.56%			8%
12/31/09		7.07		0.15		1.89			2.04			(0.19	)		-			(0.19	)		8.92		29.01%			4,313		1.26%			N/A			1.88%			11%
12/31/08 +++		9.96		0.03		(2.92	)		(2.89	)		(0.00	) †		-			(0.00	) †		7.07		(28.99%	) **		1,675		1.25%	*		N/A			1.00%	*		10%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

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

111

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Global Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Class I
12/31/11	$	8.46	$	0.11	$	(0.47	)	$	(0.36	)	$	(0.08	)	$	-		$	(0.08	)	$	8.02		(4.24%	)	$	92,595		1.00%			0.90%	#		1.28%			16%
12/31/10		7.56		0.08		0.87			0.95			(0.05	)		-			(0.05	)		8.46		12.64%			83,762		1.01%			0.90%	#		1.05%			18%
12/31/09		5.78		0.05		1.80			1.85			(0.07	)		-			(0.07	)		7.56		32.06%			65,305		1.14%			0.90%	#		0.76%			88%
12/31/08		10.31		0.15		(4.64	)		(4.49	)		-			(0.04	)		(0.04	)		5.78		(43.70%	)		5,589		1.27%			0.83%	#		1.82%			65%
12/31/07		10.52		0.16		0.22			0.38			(0.16	)		(0.43	)		(0.59	)		10.31		3.57%			10,156		1.15%			0.71%	#		1.41%			56%
Class II
12/31/11	$	8.57	$	0.12	$	(0.48	)	$	(0.36	)	$	(0.08	)	$	-		$	(0.08	)	$	8.13		(4.15%	)	$	15,218		0.90%			0.80%	#		1.42%			16%
12/31/10		7.64		0.09		0.88			0.97			(0.04	)		-			(0.04	)		8.57		12.83%			19,095		0.91%			0.80%	#		1.19%			18%
12/31/09		5.83		0.10		1.76			1.86			(0.05	)		-			(0.05	)		7.64		31.96%			20,163		1.04%			0.80%	#		1.63%			88%
12/31/08		10.31		0.17		(4.61	)		(4.44	)		-			(0.04	)		(0.04	)		5.83		(43.27%	)		18,607		1.17%			0.72%	#		1.95%			65%
12/31/07		10.52		0.17		0.22			0.39			(0.17	)		(0.43	)		(0.60	)		10.31		3.75%			43,429		1.05%			0.61%	#		1.51%			56%
Service Class I
12/31/11	$	8.47	$	0.08	$	(0.47	)	$	(0.39	)	$	(0.08	)	$	-		$	(0.08	)	$	8.00		(4.58%	)	$	2,330		1.25%			1.15%	#		0.98%			16%
12/31/10		7.57		0.05		0.89			0.94			(0.04	)		-			(0.04	)		8.47		12.46%			1,424		1.26%			1.15%	#		0.71%			18%
12/31/09		5.80		0.08		1.76			1.84			(0.07	)		-			(0.07	)		7.57		31.77%			559		1.39%			1.15%	#		1.20%			88%
12/31/08 +++		8.72		0.01		(2.89	)		(2.88	)		-			(0.04	)		(0.04	)		5.80		(33.21%	) **		265		1.19%	*		1.15%	*#		0.46%	*		65%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

MML Growth & Income Fund

			Income (loss) from investment operations								Less distributions to shareholders																	Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Tax return of capital			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	8.07	$	0.10	$	(0.25	)	$	(0.15	)	$	(0.09	)	$	-		$	-		$	(0.09	)	$	7.83		(1.83%	)	$	116,867		0.58%			N/A			1.23%			22%
12/31/10		7.35		0.08		0.74			0.82			(0.10	)		-			-			(0.10	)		8.07		11.47%			143,556		0.56%			N/A			1.06%			95%
12/31/09		5.87		0.09		1.52			1.61			(0.13	)		-			-			(0.13	)		7.35		27.66%			147,773		0.58%			N/A			1.51%			47%
12/31/08		9.80		0.11		(4.04	)		(3.93	)		-			-			-			-			5.87		(40.10%	)		133,236		0.56%			0.55%	#		1.39%			48%
12/31/07		10.36		0.12		(0.14	)		(0.02	)		(0.12	)		(0.42	)		(0.00	) †		(0.54	)		9.80		(0.33%	)		269,803		0.54%			0.52%	#		1.13%			38%
Service Class
12/31/11	$	8.03	$	0.08	$	(0.25	)	$	(0.17	)	$	(0.07	)	$	-		$	-		$	(0.07	)	$	7.79		(2.13%	)	$	10,090		0.83%			N/A			0.97%			22%
12/31/10		7.32		0.06		0.74			0.80			(0.09	)		-			-			(0.09	)		8.03		11.21%			13,294		0.81%			N/A			0.82%			95%
12/31/09		5.86		0.07		1.52			1.59			(0.13	)		-			-			(0.13	)		7.32		27.35%			11,212		0.83%			N/A			1.05%			47%
12/31/08 +++		8.59		0.05		(2.78	)		(2.73	)		-			-			-			-			5.86		(31.78%	) **		1,319		0.84%	*		N/A			2.15%	*		48%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

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

112

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Income & Growth Fund

			Income (loss) from investment operations								Less distributions to shareholders																	Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Tax return of capital			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	8.37	$	0.20	$	0.25		$	0.45		$	(0.26	)	$	-		$	-		$	(0.26	)	$	8.56		5.60%		$	88,465		0.74%			N/A			2.37%			12%
12/31/10		7.82		0.13		0.73			0.86			(0.31	)		-			-			(0.31	)		8.37		11.70%			72,789		0.73%			N/A			1.62%			64%
12/31/09		6.68		0.13		1.07			1.20			(0.06	)		-			-			(0.06	)		7.82		18.06%			270,263		0.72%			N/A			1.79%			52%
12/31/08		10.24		0.16		(3.72	)		(3.56	)		(0.00	) †		(0.00	) †		-			(0.00	) †		6.68		(34.76%	)		76,447		0.74%			0.73%	#		1.82%			59%
12/31/07		11.03		0.17		(0.24	)		(0.07	)		(0.17	)		(0.55	)		(0.00	) †		(0.72	)		10.24		(0.77%	)		150,272		0.70%			0.70%	##		1.48%			57%
Service Class
12/31/11	$	8.33	$	0.18	$	0.26		$	0.44		$	(0.26	)	$	-		$	-		$	(0.26	)	$	8.51		5.40%		$	8,466		0.99%			N/A			2.18%			12%
12/31/10		7.79		0.13		0.71			0.84			(0.30	)		-			-			(0.30	)		8.33		11.47%			3,953		0.98%			N/A			1.64%			64%
12/31/09		6.68		0.11		1.06			1.17			(0.06	)		-			-			(0.06	)		7.79		17.59%			2,406		0.97%			N/A			1.59%			52%
12/31/08 +++		9.09		0.06		(2.47	)		(2.41	)		(0.00	) †		(0.00	) †		-			(0.00	) †		6.68		(26.51%	) **		650		1.03%	*		N/A			2.33%	*		59%	~

* 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.

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

^^ 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 portfolio turnover rate results are for the Fund.

MML Large Cap Growth Fund

			Income (loss) from investment operations									Less distributions to shareholders											Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***			Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	10.45	$	0.01		$	(0.40	)	$	(0.39	)	$	(0.02	)	$	(0.02	)	$	10.04		(3.69%	)	$	188,235		0.71%			N/A			0.08%			90%
12/31/10		8.80		0.03			1.63			1.66			(0.01	)		(0.01	)		10.45		18.87%			166,552		0.72%			N/A			0.36%			88%
12/31/09		6.71		0.03			2.10			2.13			(0.04	)		(0.04	)		8.80		31.75%			41,071		0.81%			N/A			0.35%			151%
12/31/08		11.34		0.03			(4.66	)		(4.63	)		-			-			6.71		(40.83%	)		36,197		0.78%			0.77%	#		0.35%			86%
12/31/07		10.00		0.01			1.35			1.36			(0.02	)		(0.02	)		11.34		13.57%			74,225		0.72%			N/A			0.12%			85%
Service Class
12/31/11	$	10.40	$	(0.02	)	$	(0.38	)	$	(0.40	)	$	(0.01	)	$	(0.01	)	$	9.99		(3.82%	)	$	1,176		0.96%			N/A			(0.17%	)		90%
12/31/10		8.78		0.01			1.61			1.62			-			-			10.40		18.45%			763		0.97%			N/A			0.11%			88%
12/31/09		6.71		0.01			2.09			2.10			(0.03	)		(0.03	)		8.78		31.43%			636		1.06%			N/A			0.08%			151%
12/31/08 +++		9.87		0.01			(3.17	)		(3.16	)		-			-			6.71		(32.02%	) **		236		1.13%	*		N/A			0.53%	*		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 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 portfolio turnover rate results are for the Fund.

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

113

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Mid Cap Growth Fund

			Income (loss) from investment operations									Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***			Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	12.23	$	(0.04	)	$	(0.11	)	$	(0.15	)	$	-		$	-		$	-		$	12.08		(1.23%	)	$	305,757		0.82%			(0.33%	)		33%
12/31/10		9.55		(0.02	)		2.70			2.68			-			-			-			12.23		28.06%			330,711		0.82%			(0.20%	)		29%
12/31/09		6.57		(0.02	)		3.00			2.98			-			-			-			9.55		45.36%			274,954		0.84%			(0.25%	)		52%
12/31/08		11.18		(0.02	)		(4.41	)		(4.43	)		-			(0.18	)		(0.18	)		6.57		(40.21%	)		183,886		0.83%			(0.21%	)		32%
12/31/07		10.04		0.01			1.71			1.72			(0.01	)		(0.57	)		(0.58	)		11.18		16.89%			285,701		0.81%			0.08%			31%
Service Class
12/31/11	$	12.17	$	(0.07	)	$	(0.12	)	$	(0.19	)	$	-		$	-		$	-		$	11.98		(1.56%	)	$	22,796		1.07%			(0.57%	)		33%
12/31/10		9.52		(0.04	)		2.69			2.65			-			-			-			12.17		27.84%			17,236		1.07%			(0.42%	)		29%
12/31/09		6.57		(0.04	)		2.99			2.95			-			-			-			9.52		44.90%			9,743		1.09%			(0.50%	)		52%
12/31/08 +++		10.46		(0.01	)		(3.70	)		(3.71	)		(0.18	)		-			(0.18	)		6.57		(36.09%	) **		3,757		1.11%	*		(0.29%	) *		32%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

MML Mid Cap Value Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	10.46	$	0.17	$	(0.25	)	$	(0.08	)	$	(0.21	)	$	-		$	(0.21	)	$	10.17		(0.64%	)	$	407,615		0.90%			1.62%			106%
12/31/10		8.85		0.22		1.53			1.75			(0.14	)		-			(0.14	)		10.46		20.09%			419,863		0.89%			2.36%			125%
12/31/09		6.93		0.15		1.93			2.08			(0.16	)		-			(0.16	)		8.85		30.31%			375,386		0.91%			1.99%			159%
12/31/08		9.18		0.17		(2.42	)		(2.25	)		(0.00	) †		-			(0.00	) †		6.93		(24.51%	)		291,433		0.90%			2.09%			189%
12/31/07		10.81		0.15		(0.35	)		(0.20	)		(0.10	)		(1.33	)		(1.43	)		9.18		(2.32%	)		404,928		0.88%			1.33%			206%
Service Class
12/31/11	$	10.41	$	0.14	$	(0.23	)	$	(0.09	)	$	(0.20	)	$	-		$	(0.20	)	$	10.12		(0.81%	)	$	12,970		1.15%			1.38%			106%
12/31/10		8.83		0.20		1.51			1.71			(0.13	)		-			(0.13	)		10.41		19.62%			9,686		1.14%			2.14%			125%
12/31/09		6.92		0.13		1.94			2.07			(0.16	)		-			(0.16	)		8.83		30.20%			6,160		1.16%			1.76%			159%
12/31/08 +++		9.06		0.09		(2.23	)		(2.14	)		(0.00	) †		-			(0.00	) †		6.92		(23.62%	) **		2,279		1.16%	*		3.51%	*		189%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

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

114

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Small Cap Index Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	9.81	$	0.05	$	(0.00	) †	$	0.05		$	(0.07	)	$	-		$	(0.07	)	$	9.79		0.55%		$	35,345		0.50%			N/A			0.51%			13%
12/31/10		7.86		0.06		1.94			2.00			(0.05	)		-			(0.05	)		9.81		25.61%			42,037		0.50%			N/A			0.76%			12%
12/31/09		6.49		0.04		1.55			1.59			(0.08	)		(0.14	)		(0.22	)		7.86		24.80%			38,456		0.53%			N/A			0.65%			16%
12/31/08		9.56		0.08		(3.05	)		(2.97	)		-			(0.10	)		(0.10	)		6.49		(31.36%	)		33,944		0.54%			0.53%	#		0.98%			23%
12/31/07		10.10		0.09		(0.13	)		(0.04	)		(0.09	)		(0.41	)		(0.50	)		9.56		(0.57%	)		58,893		0.44%			N/A			0.90%			15%
Service Class
12/31/11	$	9.77	$	0.03	$	(0.01	)	$	0.02		$	(0.05	)	$	-		$	(0.05	)	$	9.74		0.27%		$	4,806		0.75%			N/A			0.28%			13%
12/31/10		7.83		0.05		1.93			1.98			(0.04	)		-			(0.04	)		9.77		25.36%			4,097		0.75%			N/A			0.57%			12%
12/31/09		6.48		0.03		1.54			1.57			(0.08	)		(0.14	)		(0.22	)		7.83		24.51%			2,741		0.78%			N/A			0.41%			16%
12/31/08 +++		9.60		0.03		(3.05	)		(3.02	)		-			(0.10	)		(0.10	)		6.48		(31.75%	) **		1,184		0.91%	*		N/A			1.33%	*		23%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

MML Small Company Value Fund

			Income (loss) from investment operations									Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***			Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Class II
12/31/11	$	17.30	$	(0.01	)	$	(0.23	)	$	(0.24	)	$	-		$	(0.23	)	$	(0.23	)	$	16.83		(1.26)%		$	102,633		1.17%			1.15%	#		(0.06%	)		13%
12/31/10		15.70		0.06			3.19			3.25			(0.14	)		(1.51	)		(1.65	)		17.30		20.83%			105,829		1.18%			1.15%	#		0.34%			29%
12/31/09 +		10.00		0.05			6.07			6.12			(0.04	)		(0.38	)		(0.42	)		15.70		61.26%	**		96,203		1.26%	*		1.15%	*#		0.41%	*		44%	**
Service Class I
12/31/11	$	17.24	$	(0.05	)	$	(0.23	)	$	(0.28	)	$	-		$	(0.23	)	$	(0.23	)	$	16.73		(1.56)%		$	3,951		1.42%			1.40%	#		(0.28%	)		13%
12/31/10		15.67		0.03			3.18			3.21			(0.13	)		(1.51	)		(1.64	)		17.24		20.59%			2,581		1.43%			1.40%	#		0.20%			29%
12/31/09 +		10.00		0.03			6.04			6.07			(0.02	)		(0.38	)		(0.40	)		15.67		60.83%	**		677		1.51%	*		1.40%	*#		0.25%	*		44%	**

* Annualized.

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

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

+ For the period February 27, 2009 (commencement of operations) through December 31, 2009.

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

115

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Small/Mid Cap Value Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			Tax return of capital			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Initial Class
12/31/11	$	9.26	$	0.05	$	(0.75	)	$	(0.70	)	$	(0.05	)	$	-		$	(0.05	)	$	8.51		(7.50%	)	$	170,925		0.81%			0.53%			72%
12/31/10		7.35		0.05		1.91			1.96			(0.05	)		-			(0.05	)		9.26		26.84%			191,141		0.81%			0.62%			52%
12/31/09		5.21		0.04		2.18			2.22			(0.08	)		-			(0.08	)		7.35		42.73%			178,318		0.82%			0.69%			65%
12/31/08		8.45		0.08		(3.32	)		(3.24	)		-			-			-			5.21		(38.34%	)		145,129		0.81%			1.10%			145%
12/31/07		10.45		0.11		(2.02	)		(1.91	)		(0.09	)		(0.00	) †		(0.09	)		8.45		(18.31%	)		248,583		0.79%			1.14%			152%
Service Class
12/31/11	$	9.22	$	0.03	$	(0.74	)	$	(0.71	)	$	(0.04	)	$	-		$	(0.04	)	$	8.47		(7.70%	)	$	7,067		1.06%			0.30%			72%
12/31/10		7.33		0.03		1.90			1.93			(0.04	)		-			(0.04	)		9.22		26.44%			6,388		1.06%			0.40%			52%
12/31/09		5.21		0.02		2.18			2.20			(0.08	)		-			(0.08	)		7.33		42.32%			3,806		1.07%			0.40%			65%
12/31/08 +++		8.11		0.03		(2.93	)		(2.90	)		-			-			-			5.21		(35.76%	) **		1,535		1.07%	*		1.79%	*		145%	~

* 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.

^^ 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 portfolio turnover rate results are for the Fund.

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

116

Notes to Financial Statements

1. The Fund

MML Series Investment Fund (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a no-load, open-end, management investment company. The Trust is organized under the laws of the Commonwealth of Massachusetts as a Massachusetts business trust pursuant to an Agreement and Declaration of Trust dated May 14, 1993, as amended and restated as of December 15, 2011, as it may be further amended from time to time. The following are 13 series of the Trust (each individually referred to as a “Fund” or collectively as the “Funds”):

MML Asset Allocation Fund (“Asset Allocation Fund”)

MML Concentrated Growth Fund (“Concentrated Growth Fund”)

MML Equity Income Fund (“Equity Income Fund”)

MML Foreign Fund (“Foreign Fund”)

MML Global Fund (“Global Fund”)

MML Growth & Income Fund (“Growth & Income Fund”)

MML Income & Growth Fund (“Income & Growth Fund”)

MML Large Cap Growth Fund (“Large Cap Growth Fund”)

MML Mid Cap Growth Fund (“Mid Cap Growth Fund”)

MML Mid Cap Value Fund (“Mid Cap Value Fund”)

MML Small Cap Index Fund (“Small Cap Index Fund”)

MML Small Company Value Fund (“Small Company Value Fund”)

MML Small/Mid Cap Value Fund (“Small/Mid Cap Value Fund”)

The Trust makes shares of the Funds available for the investment of assets of various separate investment accounts established by Massachusetts Mutual Life Insurance Company (“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 of the outstanding shares of the Funds.

The following table shows the classes available for each Fund, including the date each class commenced operations. Each share class represents an interest in the same portfolio of assets. The principal difference among the classes is the level of service and administration fees, and shareholder and distribution service expenses borne by the classes. Because each class will have different fees and expenses, performance and share prices will vary between the classes. The classes of shares are offered to different types of investors, as outlined in the Funds’ Prospectus.

	Initial Class	Class I	Class II	Service Class	Service Class I
Asset Allocation Fund	5/1/2006	None	None	8/15/2008	None
Concentrated Growth Fund	None	5/1/2006	5/1/2006	None	8/15/2008
Equity Income Fund	5/1/2006	None	None	8/15/2008	None
Foreign Fund	5/1/2006	None	None	8/15/2008	None
Global Fund	None	5/1/2006	5/1/2006	None	8/15/2008
Growth & Income Fund	5/1/2006	None	None	8/15/2008	None
Income & Growth Fund	5/1/2006	None	None	8/15/2008	None
Large Cap Growth Fund	5/1/2006	None	None	8/15/2008	None
Mid Cap Growth Fund	5/1/2006	None	None	8/15/2008	None
Mid Cap Value Fund	5/1/2006	None	None	8/15/2008	None
Small Cap Index Fund	5/1/2006	None	None	8/15/2008	None
Small Company Value Fund	None	None	2/27/2009	None	2/27/2009
Small/Mid Cap Value Fund	5/1/2006	None	None	8/15/2008	None

117

Notes to Financial Statements (Continued)

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

The net asset value of each Fund’s shares is determined once daily as of the close of regular trading on the New York Stock Exchange, on each day the New York Stock Exchange is open for trading (a “business day”). The New York Stock Exchange normally closes at 4:00 p.m. Eastern Time, but may close earlier on some days.

Equity securities and derivative contracts that are actively traded on a national securities exchange are valued on the basis of information furnished by a pricing service, which provides the last reported sale price for securities or derivatives listed on the exchange or the official closing price on the NASDAQ National Market System, or in the case of over-the-counter (“OTC”) securities for which an official closing price is unavailable or not reported on the NASDAQ System, the last reported bid price. Portfolio securities traded on more than one national securities exchange are valued at the last price at the close of the exchange representing the principal market for such securities. Debt securities (other than short-term obligations) are valued on the basis of valuations furnished by a pricing service, which generally determines valuations taking into account factors such as institutional-size trading in similar securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. Short-term debt securities are valued at either amortized cost or at original cost plus accrued interest, whichever MassMutual determines more closely approximates current market value. Shares of other open-end mutual funds are valued at their closing net asset values as reported on each business day.

Investments for which market quotations are readily available are marked to market daily based on those quotations. Market quotations may be provided by third-party vendors or market makers, and may be determined on the basis of a variety of factors, such as broker quotations, financial modeling, and other market data, such as market indexes and yield curves, counterparty information, and foreign exchange rates. U.S. Government and agency securities may be valued on the basis of market quotations or using a model that may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, quoted market prices, and reference data. The fair values of OTC derivative contracts, including forward, swap, and option contracts related to interest rates, foreign currencies, credit standing of reference entities, equity prices, or commodity prices, may be based on market quotations or may be modeled using a series of techniques, including simulation models depending on the contract and the terms of the transaction. The fair values of asset-backed securities and mortgage-backed securities are estimated based on models that consider the estimated cash flows of each debt tranche of the issuer, establish a benchmark yield, and develop an estimated tranche-specific spread to the benchmark yield based on the unique attributes of the tranche including, but not limited to, prepayment speed assumptions and attributes of the collateral. Many pricing models do not entail material subjectivity because the methodologies employed do not necessitate significant judgments and the pricing inputs are observed from actively quoted markets, as is the case of interest rate swap and option contracts. Restricted securities are valued at a discount to similar publicly traded securities.

Investments for which market quotations are not available or for which a pricing service or vendor does not provide a value, or for which such market quotations or values are considered by the investment adviser or subadviser to be unreliable (including, for example, certain foreign securities, thinly-traded securities, certain restricted securities, certain initial public offerings, or securities whose values may have been affected by a significant event) are stated at fair valuations determined by the Funds’ Valuation Committee in accordance with procedures approved by the Board of Trustees (“Trustees”), and under the general oversight of the Trustees. It is possible that fair value prices will be used by the Funds to a significant extent. The value determined for an investment using the Funds’ fair value procedures may differ from recent market prices for the investment and may be significantly different from the value realized upon the sale of such investment.

The Funds may invest in securities that are traded principally in foreign markets and that trade on weekends and other days when the Funds do not price their shares. As a result, the value of the Funds’ portfolio securities may change on days when the prices of

118

Notes to Financial Statements (Continued)

the Funds’ shares are not calculated. The prices of the Funds’ shares will reflect any such changes when the prices of the Funds’ shares are next calculated, which is the next business day. The Funds may use fair value pricing more frequently for securities primarily traded in foreign markets because, among other things, most foreign markets close well before the Funds value their securities. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim. The Funds’ investments may be priced based on fair values provided by a third-party fair valuation vendor, based on certain factors and methodologies applied by such vendor, in the event that there is movement in the U.S. market, between the close of the foreign market and the time the Funds calculate their net asset values, that exceeds a specific threshold established by the Funds’ Valuation Committee pursuant to procedures established by the Trustees, and under the general oversight of the Trustees. 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 the U.S. dollar at the end of each business day.

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. A three-tier hierarchy is utilized 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. Inputs 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. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to each security.

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

The types of assets and liabilities categorized in Level 1 generally include actively traded domestic and certain foreign equity securities, derivatives actively traded on a national securities exchange (such as some warrants, rights, futures, and options), and shares of open-end mutual funds.

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

The types of assets and liabilities categorized in Level 2 generally include debt securities such as U.S. government and agency securities, mortgage-backed securities, asset-backed securities, municipal obligations, sovereign debt obligations, bank loans, corporate bonds, and those securities valued at amortized cost; OTC derivatives such as swaps, options, swaptions, and forward foreign currency exchange contracts; certain restricted securities; and non-exchange traded equity securities and certain foreign equity securities traded on particular foreign exchanges that close before the Funds determine their net asset values.

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

The types of assets and liabilities categorized in Level 3 generally include securities for which prices, spreads, or any of the other aforementioned key inputs are unobservable. Generally, securities whose trading has been suspended or that have been de-listed from their current primary trading exchange; securities in default or bankruptcy proceedings for which there is no current market quotation; securities and certain derivatives valued by broker quotes which may include brokers’ assumptions; and any illiquid Rule 144A securities or restricted securities held in non-public entities are categorized in Level 3.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

119

Notes to Financial Statements (Continued)

Changes in valuation techniques may result in transfers in or out of an investment’s assigned Level within the hierarchy. In addition, in periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition, as well as changes related to liquidity of investments, could cause a security to be reclassified between Level 1, Level 2, or Level 3.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the overall fair value measurement.

The Large Cap Growth Fund and Small/Mid Cap Value Fund characterized all long-term investments at Level 1, and all short-term investments at Level 2, as of December 31, 2011. For each Fund noted above, the level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

The following is the aggregate value by input level, as of December 31, 2011, for the remaining Funds’ investments:

Asset Valuation Inputs

	Investments in Securities
	Level 1 — Quoted Prices		Level 2  — Other Significant Observable Inputs		Level 3  — Significant Unobservable Inputs		Total
Asset Allocation Fund
Equities
Common Stock
Basic Materials	$	5,086,169	$	-	$	-	$	5,086,169
Communications		11,383,757		-		-		11,383,757
Consumer, Cyclical		7,174,222		72,842		-		7,247,064
Consumer, Non-cyclical		12,419,163		-		-		12,419,163
Energy		13,284,737		-		-		13,284,737
Financial		8,088,479		-		-		8,088,479
Industrial		7,206,568		-		-		7,206,568
Technology		7,942,432		-		-		7,942,432
Utilities		610,938		-		-		610,938
Total Common Stock		73,196,465		72,842		-		73,269,307
Total Equities		73,196,465		72,842		-		73,269,307
Bonds & Notes
Total Corporate Debt		-		16,786,307		90,000		16,876,307
Total Municipal Obligations		-		615,175		-		615,175
Non-U.S. Government Agency Obligations
Commercial MBS		-		2,410,297		-		2,410,297
Total Non-U.S. Government Agency Obligations		-		2,410,297		-		2,410,297
Total Sovereign Debt Obligations		-		1,922,291		-		1,922,291
U.S. Government Agency Obligations and Instrumentalities
Collateralized Mortgage Obligations		-		485,999		-		485,999
Pass-Through Securities		-		13,273,346		-		13,273,346
Total U.S. Government Agency Obligations and Instrumentalities		-		13,759,345		-		13,759,345

120

Notes to Financial Statements (Continued)

	Investments in Securities
	Level 1 — Quoted Prices		Level 2  — Other Significant Observable Inputs		Level 3  — Significant Unobservable Inputs		Total
Asset Allocation Fund (Continued)
U.S. Treasury Obligations
U.S. Treasury Bonds & Notes	$	-	$	7,591,831	$	-	$	7,591,831
Total U.S. Treasury Obligations		-		7,591,831		-		7,591,831
Total Bonds & Notes		-		43,085,246		90,000		43,175,246
Total Long-Term Investments		73,196,465		43,158,088		90,000		116,444,553
Total Short-Term Investments		-		11,524,472		-		11,524,472
Total Investments	$	73,196,465	$	54,682,560	$	90,000	$	127,969,025
Concentrated Growth Fund
Equities
Common Stock
Basic Materials	$	2,011,009	$	-	$	-	$	2,011,009
Communications		16,502,207		-		-		16,502,207
Consumer, Cyclical		6,381,331		-		-		6,381,331
Consumer, Non-cyclical		26,121,456		2,101,970		-		28,223,426
Energy		6,544,102		-		-		6,544,102
Financial		5,410,070		-		-		5,410,070
Industrial		1,740,849		-		-		1,740,849
Technology		17,898,233		-		-		17,898,233
Total Common Stock		82,609,257		2,101,970		-		84,711,227
Total Equities		82,609,257		2,101,970		-		84,711,227
Total Long-Term Investments		82,609,257		2,101,970		-		84,711,227
Total Short-Term Investments		-		501,150		-		501,150
Total Investments	$	82,609,257	$	2,603,120	$	-	$	85,212,377
Equity Income Fund
Equities
Common Stock
Basic Materials	$	32,858,220	$	-	$	-	$	32,858,220
Communications		58,613,007		5,977,614		-		64,590,621
Consumer, Cyclical		37,620,063		-		-		37,620,063
Consumer, Non-cyclical		79,659,984		-		-		79,659,984
Energy		73,083,412		-		-		73,083,412
Financial		94,442,778		-		-		94,442,778
Industrial		72,132,057		-		-		72,132,057
Technology		24,358,653		-		-		24,358,653
Utilities		40,797,221		-		-		40,797,221
Total Common Stock		513,565,395		5,977,614		-		519,543,009

121

Notes to Financial Statements (Continued)

	Investments in Securities
	Level 1 — Quoted Prices		Level 2  — Other Significant Observable Inputs		Level 3  — Significant Unobservable Inputs		Total
Equity Income Fund (Continued)
Preferred Stock
Consumer, Cyclical	$	2,854,738	$	-	$	-	$	2,854,738
Total Preferred Stock		2,854,738		-		-		2,854,738
Total Equities		516,420,133		5,977,614		-		522,397,747
Total Mutual Funds		5,961,381		-		-		5,961,381
Total Long-Term Investments		522,381,514		5,977,614		-		528,359,128
Total Short-Term Investments		-		13,837,295		-		13,837,295
Total Investments	$	522,381,514	$	19,814,909	$	-	$	542,196,423
Foreign Fund
Equities
Common Stock
Basic Materials	$	2,182,300	$	10,987,010	$	-	$	13,169,310
Communications		16,401,909		37,844,968		-		54,246,877
Consumer, Cyclical		3,133,901		23,188,630		-		26,322,531
Consumer, Non-cyclical		-		46,471,777		-		46,471,777
Diversified		-		1,876,578		-		1,876,578
Energy		10,379,785		27,558,825		-		37,938,610
Financial		8,941,801		39,779,875		-		48,721,676
Industrial		3,894,225		21,532,799		-		25,427,024
Technology		6,170,463		21,204,083		-		27,374,546
Utilities		-		8,412,964		-		8,412,964
Total Common Stock		51,104,384		238,857,509		-		289,961,893
Preferred Stock
Basic Materials		3,950,091		-		-		3,950,091
Total Preferred Stock		3,950,091		-		-		3,950,091
Total Equities		55,054,475		238,857,509		-		293,911,984
Total Long-Term Investments		55,054,475		238,857,509		-		293,911,984
Total Short-Term Investments		-		17,249,973		-		17,249,973
Total Investments	$	55,054,475	$	256,107,482	$	-	$	311,161,957
Global Fund
Equities
Common Stock
Basic Materials	$	2,166,680	$	10,958,613	$	-	$	13,125,293
Communications		5,882,053		1,326,130		-		7,208,183
Consumer, Cyclical		5,463,259		4,487,653		-		9,950,912
Consumer, Non-cyclical		12,042,062		19,559,549		-		31,601,611
Diversified		-		2,020,905		-		2,020,905
Energy		1,897,390		1,437,088		-		3,334,478
Financial		6,664,071		6,784,931		-		13,449,002
Industrial		13,506,893		4,448,596		-		17,955,489

122

Notes to Financial Statements (Continued)

	Investments in Securities
	Level 1 — Quoted Prices		Level 2  — Other Significant Observable Inputs		Level 3  — Significant Unobservable Inputs		Total
Global Fund (Continued)
Technology	$	5,460,099	$	3,531,368	$	-	$	8,991,467
Utilities		-		258,742		-		258,742
Total Common Stock		53,082,507		54,813,575		-		107,896,082
Total Equities		53,082,507		54,813,575		-		107,896,082
Total Long-Term Investments		53,082,507		54,813,575		-		107,896,082
Total Short-Term Investments		-		2,118,156		-		2,118,156
Total Investments	$	53,082,507	$	56,931,731	$	-	$	110,014,238
Growth & Income Fund
Equities
Common Stock
Basic Materials	$	3,610,238	$	1,666,910	$	-	$	5,277,148
Communications		14,088,750		-		-		14,088,750
Consumer, Cyclical		5,687,674		1,508,917		-		7,196,591
Consumer, Non-cyclical		26,525,680		5,636,330		-		32,162,010
Diversified		-		1,178,251		-		1,178,251
Energy		13,932,195		-		-		13,932,195
Financial		16,915,262		-		-		16,915,262
Industrial		13,687,958		-		-		13,687,958
Technology		16,482,357		-		-		16,482,357
Utilities		4,497,283		-		-		4,497,283
Total Common Stock		115,427,397		9,990,408		-		125,417,805
Total Equities		115,427,397		9,990,408		-		125,417,805
Total Long-Term Investments		115,427,397		9,990,408		-		125,417,805
Total Short-Term Investments		-		1,540,012		-		1,540,012
Total Investments	$	115,427,397	$	11,530,420	$	-	$	126,957,817
Income & Growth Fund
Equities
Common Stock
Basic Materials	$	4,598,714	$	2,487,057	$	-	$	7,085,771
Communications		6,550,741		-		-		6,550,741
Consumer, Cyclical		6,327,861		-		-		6,327,861
Consumer, Non-cyclical		17,303,307		971,031		-		18,274,338
Energy		12,770,232		-		-		12,770,232
Financial		12,843,620		-		-		12,843,620
Industrial		14,031,774		-		-		14,031,774
Technology		3,682,704		-		-		3,682,704
Utilities		6,645,031		-		-		6,645,031
Total Common Stock		84,753,984		3,458,088		-		88,212,072
Total Equities		84,753,984		3,458,088		-		88,212,072
Total Long-Term Investments		84,753,984		3,458,088		-		88,212,072

123

Notes to Financial Statements (Continued)

	Investments in Securities
	Level 1 — Quoted Prices		Level 2  — Other Significant Observable Inputs		Level 3  — Significant Unobservable Inputs		Total
Income & Growth Fund (Continued)
Total Short-Term Investments	$	-	$	10,185,235	$	-	$	10,185,235
Total Investments	$	84,753,984	$	13,643,323	$	-	$	98,397,307
Mid Cap Growth Fund
Equities
Common Stock
Basic Materials	$	8,811,816	$	-	$	-	$	8,811,816
Communications		26,236,600		-		-		26,236,600
Consumer, Cyclical		45,409,161		1,935,764		-		47,344,925
Consumer, Non-cyclical		73,754,910		-		-		73,754,910
Energy		24,050,227		284,245		-		24,334,472
Financial		22,836,760		-		-		22,836,760
Industrial		53,054,750		-		-		53,054,750
Technology		52,054,780		-		-		52,054,780
Utilities		4,556,070		-		-		4,556,070
Total Common Stock		310,765,074		2,220,009		-		312,985,083
Preferred Stock
Technology		-		197,004		1,960,544		2,157,548
Total Preferred Stock		-		197,004		1,960,544		2,157,548
Total Equities		310,765,074		2,417,013		1,960,544		315,142,631
Total Mutual Funds		5,787,843		-		-		5,787,843
Total Long-Term Investments		316,552,917		2,417,013		1,960,544		320,930,474
Total Short-Term Investments		-		7,185,683		-		7,185,683
Total Investments	$	316,552,917	$	9,602,696	$	1,960,544	$	328,116,157
Mid Cap Value Fund
Equities
Common Stock
Basic Materials	$	11,817,707	$	-	$	-	$	11,817,707
Communications		22,374,555		-		-		22,374,555
Consumer, Cyclical		34,153,352		-		-		34,153,352
Consumer, Non-cyclical		81,336,646		-		-		81,336,646
Energy		27,612,523		-		-		27,612,523
Financial		91,972,676		-		-		91,972,676
Industrial		65,498,677		6,397,727		-		71,896,404
Technology		15,093,398		-		-		15,093,398
Utilities		47,742,603		-		-		47,742,603
Total Common Stock		397,602,137		6,397,727		-		403,999,864
Total Equities		397,602,137		6,397,727		-		403,999,864
Total Mutual Funds		10,541,860		-		-		10,541,860
Total Long-Term Investments		408,143,997		6,397,727		-		414,541,724
Total Short-Term Investments		-		4,681,023		-		4,681,023
Total Investments	$	408,143,997	$	11,078,750	$	-	$	419,222,747

124

Notes to Financial Statements (Continued)

	Investments in Securities
	Level 1 — Quoted Prices		Level 2  — Other Significant Observable Inputs		Level 3  — Significant Unobservable Inputs		Total
Small Cap Index Fund
Equities
Common Stock
Basic Materials	$	1,468,915	$	-	$	-	$	1,468,915
Communications		1,912,824		-		-		1,912,824
Consumer, Cyclical		6,137,201		-		-		6,137,201
Consumer, Non-cyclical		7,678,539		-		-		7,678,539
Energy		1,435,861		-		-		1,435,861
Financial		7,691,229		-		-		7,691,229
Industrial		7,254,538		-		22		7,254,560
Technology		4,431,862		-		-		4,431,862
Utilities		1,830,809		-		-		1,830,809
Total Common Stock		39,841,778		-		22		39,841,800
Total Equities		39,841,778		-		22		39,841,800
Total Mutual Funds		1,776		-		-		1,776
Total Long-Term Investments		39,843,554		-		22		39,843,576
Total Short-Term Investments		-		372,694		-		372,694
Total Investments	$	39,843,554	$	372,694	$	22	$	40,216,270
Small Company Value Fund
Equities
Common Stock
Basic Materials	$	9,964,251	$	-	$	-	$	9,964,251
Communications		3,235,183		-		-		3,235,183
Consumer, Cyclical		12,323,117		-		-		12,323,117
Consumer, Non-cyclical		11,381,998		-		-		11,381,998
Energy		6,227,868		-		-		6,227,868
Financial		22,055,649		-		-		22,055,649
Industrial		28,863,047		-		-		28,863,047
Technology		4,218,845		-		-		4,218,845
Utilities		5,026,827		-		-		5,026,827
Total Common Stock		103,296,785		-		-		103,296,785
Convertible Preferred Stock
Financial		-		584,282		-		584,282
Total Convertible Preferred Stock		-		584,282		-		584,282
Total Equities		103,296,785		584,282		-		103,881,067
Total Mutual Funds		749,296		-		-		749,296
Total Long-Term Investments		104,046,081		584,282		-		104,630,363
Total Short-Term Investments		-		1,970,354		-		1,970,354
Total Investments	$	104,046,081	$	2,554,636	$	-	$	106,600,717

125

Notes to Financial Statements (Continued)

The following is the aggregate value by input level, as of December 31, 2011, for the Funds’ other financial instruments:

Asset Valuation Inputs

	Other Financial Instruments
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Mid Cap Value Fund
Forward Contracts
Foreign Exchange Risk	$	-	$	76,343	$	-	$	76,343
Small Cap Index Fund
Futures Contracts
Equity Risk		5,641		-		-		5,641

Liability Valuation Inputs

	Other Financial Instruments
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs			Level 3 — Significant Unobservable Inputs		Total
Asset Allocation Fund
Forward Contracts
Foreign Exchange Risk	$	-	$	(2,205	)	$	-	$	(2,205	)
Mid Cap Value Fund
Forward Contracts
Foreign Exchange Risk		-		(22,170	)		-		(22,170	)

The following table shows transfers between Level 1 and Level 2 of the fair value hierarchy:

	Transfers In*				Transfers Out*
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs		Level 1 — Quoted Prices			Level 2 — Other Significant Observable Inputs
Mid Cap Growth Fund	$	-	$	334,080	$	(334,080	)	$	-

* The Fund(s) recognize transfers between the Levels as of the beginning of the year. Transfers occurred between Level 1 and Level 2 as inputs were less observable.

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

Asset Valuation Inputs

	Investments in Securities
	Balance as of 12/31/10		Accrued Discounts (Premiums)		Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)			Purchases		(Sales)		Transfers into Level 3*		Transfers (out) of Level 3*		Balance as of 12/31/11		Net Change in Unrealized Appreciation (Depreciation) from Investments Still Held as of 12/31/11
Asset Allocation Fund
Long-Term Investments
Bonds & Notes
Corporate Debt	$	102,625	$	-	$	-	$	(12,625	)	$	-	$	-	$	-	$	-	$	90,000	$	(12,625	)
Mid Cap Growth Fund
Long-Term Investments
Equities
Preferred stock
Technology	$	-	$	-	$	-	$	323,977		$	1,636,567	$	-	$	-	$	-	$	1,960,544	$	323,977

126

Notes to Financial Statements (Continued)

	Investments in Securities
	Balance as of 12/31/10		Accrued Discounts (Premiums)		Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Purchases		(Sales)		Transfers into Level 3*		Transfers (out) of Level 3*		Balance as of 12/31/11		Net Change in Unrealized Appreciation (Depreciation) from Investments Still Held as of 12/31/11
Small Cap Index Fund
Long-Term Investments
Equities
Common Stock
Industrial	$	-	$	-	$	-	$	22	$	-	$	-	$	-	$	-	$	22	$	22

* The Fund(s) recognize transfers between the Levels as of the beginning of the year.

The Funds had no transfers in or out of Level 3 of the fair value hierarchy during the year ended December 31, 2011.

Derivative Instruments

Derivatives are financial instruments whose values are based on the values of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivative transactions can create investment leverage and may be highly volatile. It is possible that a derivative transaction will result in a loss greater than the principal amount invested. A Fund may not be able to close out a derivative transaction at a favorable time or price. For those Funds that held derivatives during the year ended December 31, 2011, the following table shows how the Fund used these derivatives during the period (marked with an “A”), as well as additional uses, if any, it may have for them in the future (marked with an “M”).

Type of Derivative and Objective for Use	Asset Allocation Fund	Foreign Fund	Mid Cap Value Fund	Small Cap Index Fund
Foreign Currency Exchange Transactions*
Hedging/Risk Management	A		A
Directional Exposures to Currencies	A
Futures Contracts**
Substitution for Direct Investment				A
Rights and Warrants
Result of a Corporate Action		A		A

* Includes any options purchased or written, futures contracts, forward contracts, and swap agreements, if applicable.

** Includes any options purchased or written on futures contracts, if applicable.

At December 31, 2011, and during the year then ended, the Fund(s) had the following derivatives and transactions in derivatives, grouped into the indicated risk categories:

	Equity Risk		Foreign Exchange Risk			Total
Asset Allocation Fund Liability Derivatives
Forward Contracts^	$	-	$	(2,205	)	$	(2,205	)
Realized Gain (Loss)#
Forward Contracts	$	-	$	7,873		$	7,873
Change in Appreciation (Depreciation)##
Forward Contracts	$	-	$	(2,205	)	$	(2,205	)
Number of Contracts, Notional Amounts or Shares/Units†
Forward Contracts	$	-	$	317,863		$	317,863

127

Notes to Financial Statements (Continued)

	Equity Risk			Foreign Exchange Risk			Total
Foreign Fund
Realized Gain (Loss)#
Rights	$	2,901		$	-		$	2,901
Number of Contracts, Notional Amounts or Shares/Units†
Rights		224,479			-			224,479
Mid Cap Value Fund
Asset Derivatives
Forward Contracts*	$	-		$	76,343		$	76,343
Liability Derivatives
Forward Contracts^	$	-		$	(22,170	)	$	(22,170	)
Realized Gain (Loss)#
Forward Contracts	$	-		$	367,114		$	367,114
Change in Appreciation (Depreciation)##
Forward Contracts	$	-		$	113,975		$	113,975
Number of Contracts, Notional Amounts or Shares/Units†
Forward Contracts	$	-		$	17,133,736		$	17,133,736
Small Cap Index Fund
Asset Derivatives
Futures Contracts^^	$	5,641		$	-		$	5,641
Realized Gain (Loss)#
Futures Contracts	$	(56,530	)	$	-		$	(56,530	)
Rights		13			-			13
Total Realized Gain (Loss)	$	(56,517	)	$	-		$	(56,517	)
Change in Appreciation (Depreciation)##
Futures Contracts	$	(209	)	$	-		$	(209	)
Number of Contracts, Notional Amounts or Shares/Units†
Futures Contracts		6			-			6
Rights		2,047			-			2,047

* Statements of Assets and Liabilities location: Receivables from: open forward foreign currency contracts.

^ Statements of Assets and Liabilities location: Payables for: open forward foreign currency contracts.

^^ Cumulative appreciation (depreciation) on futures contracts is reported in “Futures Contracts” below. Only current day’s variation margin, if any, is reported within the Statements of Assets and Liabilities.

# Statements of Operations location: Amounts are included in net realized gain (loss) on: investment transactions, futures contracts, or foreign currency transactions, as applicable.

## Statements of Operations location: Amounts are included in net change in unrealized appreciation (depreciation) on: futures contracts or translation of assets and liabilities in foreign currencies, as applicable.

† Amount(s) disclosed represent average number of contracts for futures contracts, notional amounts for forward contracts, or shares/units outstanding for rights, which is indicative of volume of this derivative type, for the months that the Fund held such derivatives during the year ended December 31, 2011.

Further details regarding the derivatives and other investments held by the Funds during the year ended December 31, 2011, are discussed below.

128

Notes to Financial Statements (Continued)

Foreign Currency Exchange Transactions

A Fund may engage in foreign currency exchange transactions for hedging purposes in order to protect against uncertainty in the level of future foreign currency exchange rates, or for other, non-hedging purposes.

A Fund may use foreign currency exchange transactions for hedging purposes to protect against two principal risks. First, if a Fund has assets or liabilities denominated in foreign (non-U.S. dollar) currencies, the Fund is exposed to the risk that the values of those assets or liabilities in U.S. dollars may fall or rise due to changes in currency exchange rates. Second, if the Fund agrees, or expects, to receive or deliver an asset denominated in a foreign currency, it is exposed to currency exchange risk until the date of receipt or delivery. In order to reduce those risks, a Fund may enter into foreign currency forward contracts, which call for the Fund to purchase or sell a foreign currency at a time in the future at a price determined at the time the contract is entered into. Forward contracts are private contractual arrangements and a Fund is subject to the risk that its counterparty will not, or will not be able to, perform its obligations. This type of arrangement may require the Fund to post margin.

Whenever a Fund enters into a foreign currency exchange transaction, it is subject to the risk that the value of the transaction will move in a direction unfavorable to it. When the Fund uses the transactions for hedging purposes, it is likely that the Fund will have an asset or liability that will offset any loss (or gain) on the transactions, at least in part. If a Fund enters into foreign currency exchange transactions other than for hedging purposes (for example, seeking to profit from an anticipated change in the values of currencies by creating directional exposures in the portfolio with respect to one or more currencies), it will generally be subject to the same risks, but is less likely to have assets or liabilities that will offset any losses on the transactions. There can be no assurance that a Fund will be able to terminate any foreign currency exchange transaction prior to its maturity in order to limit its loss on the transaction.

Forward foreign currency contracts are marked to market daily and the change in their value is recorded by the Funds as an unrealized gain or loss. Forward foreign currency contracts are valued at the settlement price established through dealers or other market sources on the day which they are traded. When a forward foreign currency contract is extinguished, through delivery or offset by entering into another forward foreign currency contract, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was extinguished or offset. The notional or contractual amounts of these instruments do not necessarily represent the amounts potentially subject to risk. The measurement of the risk associated with these instruments is meaningful only when all related and offsetting transactions and counterparty risks are considered.

The Fund(s) listed in the following table had listed in the following table had open forward foreign currency contracts at December 31, 2011. A Fund’s current exposure to a counterparty is typically the unrealized appreciation on the contract.

	Counterparty	Units of Currency		Contracts to Deliver/Receive	Settlement Date		In Exchange for U.S. Dollars		Contracts at Value		Unrealized Appreciation (Depreciation)
Asset Allocation Fund
SELLS
	Citibank N.A.		121,808	New Turkish Lira		1/23/12	$	63,511	$	64,012	$	(501	)
	JP Morgan Chase Bank		746,550,000	Indonesian Rupiah		1/20/12		81,697		82,205		(508	)
	Royal Bank of Scotland PLC		267,400,000	Colombian Peso		1/20/12		137,308		138,270		(962	)
	Royal Bank of Scotland PLC		55,000	New Turkish Lira		1/23/12		28,670		28,904		(234	)
								165,978		167,174		(1,196	)
							$	311,186	$	313,391	$	(2,205	)

129

Notes to Financial Statements (Continued)

	Counterparty	Units of Currency		Contracts to Deliver/Receive	Settlement Date		In Exchange for U.S. Dollars		Contracts at Value		Unrealized Appreciation (Depreciation)
Mid Cap Value Fund
SELLS
	UBS AG		9,789,709	Canadian Dollar		1/31/12	$	9,581,315	$	9,603,485	$	(22,170	)
	UBS AG		5,827,540	Euro		1/31/12		7,619,879		7,543,536		76,343
							$	17,201,194	$	17,147,021	$	54,173

Futures Contracts

A Fund may seek to manage a variety of different risks through the use of futures contracts, such as interest rate risk, equity price risk, and currency risk. A Fund may use interest rate futures contracts to adjust the interest rate sensitivity (duration) of its portfolio or the credit exposure of the portfolio. Interest rate futures contracts obligate the long or short holder to take or make delivery of a specified quantity of a financial instrument, such as a specific fixed-income security, during a specified future period at a specified price. A Fund may use index futures to hedge against broad market risks to its portfolio or to gain broad market exposure when it holds uninvested cash or as an inexpensive substitute for cash investments directly in securities or other assets. Securities index futures contracts are contracts to buy or sell units of a securities index at a specified future date at a price agreed upon when the contract is made and are settled in cash. Positions in futures may be closed out only on an exchange or board of trade which provides a secondary market for such futures. Because futures contracts are exchange-traded, they typically have minimal exposure to counterparty risk.

Parties to a futures contract are not required to post the entire notional amount of the contract, but rather a small percentage of that amount (by way of margin), both at the time they enter into futures transactions, and then on a daily basis if their positions decline in value; as a result, futures contracts are highly leveraged. Such payments are known as variation margin and are recorded by the Funds as unrealized gains or losses. Because futures markets are highly leveraged, they can be extremely volatile, and there can be no assurance that the pricing of a futures contract will correlate precisely with the pricing of the asset or index underlying it or the asset or liability of the Fund that is the subject of the hedge. It may not always be possible for a Fund to enter into a closing transaction with respect to a futures contract it has entered into, at a favorable time or price. When a Fund enters into a futures transaction, it is subject to the risk that the value of the futures contract will move in a direction unfavorable to it. When the Fund uses futures contracts for hedging purposes, it is likely that the Fund will have an asset or liability that will offset any loss (or gain) on the transactions, at least in part.

When a futures contract is closed, the 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.

The Fund(s) listed in the following table had open futures contracts at December 31, 2011:

Number of Contracts	Type	Expiration Date		Notional Contract Value		Net Unrealized Appreciation (Depreciation)
Small Cap Index Fund
BUYS
4	Russell 2000 Mini Index		3/16/12	$	295,520	$	5,641

Options, Rights, and Warrants

A Fund may purchase and sell put and call options on securities or an index of securities to enhance investment performance or to protect against changes in market prices. A Fund that invests in debt securities may also purchase and sell put and call options to adjust the interest rate sensitivity of its portfolio or the credit exposure of the portfolio.

130

Notes to Financial Statements (Continued)

Call Options. A call option gives the holder the right to purchase, and obligates the writer to sell, a security at the strike price at any time before the expiration date. A Fund may write call options on a security it owns, in a “directional” strategy hoping to realize a greater current return through the receipt of premiums. In return for the option premium, the Fund takes the risk that it will have to forego any increase in the value of the security over the strike price. When a Fund has written a call option on a security it does not own, its exposure on such an option is theoretically unlimited. A Fund may enter into closing purchase transactions in order to realize a profit or limit a loss on a previously written call option or, in the case of a call option on a security it owns, to free itself to sell the underlying security or to write another call on the security, or protect a security from being called in an unexpected market rise. Any profits from a closing purchase transaction in the case of a call option on a security a Fund owns may be offset by a decline in the value of the underlying security. Conversely, because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from a closing purchase transaction relating to a call option on a security a Fund owns is likely to be offset in whole or in part by unrealized appreciation of the underlying security owned by the Fund. A Fund may not be able to close out a call option that it has previously written.

Put Options. A put option gives the holder the right to sell, and obligates the writer to buy, a security at the exercise price at any time before the expiration date. A Fund may write put options in order to enhance its current return by taking a long directional position as to a security or index of securities. By writing a put option, the Fund assumes the risk that it may be required to purchase the underlying security for an exercise price higher than its then current market value, resulting in a potential capital loss unless the security later appreciates in value. A Fund may terminate a put option that it has written before it expires by entering into a closing purchase transaction. Any loss from this transaction may be partially or entirely offset by the premium received on the terminated option. A Fund may not be able to close out a put option that it has previously written.

Writing Put and Call Options. 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.

Purchasing Put and Call Options. A Fund may purchase put options to protect portfolio holdings against a decline in market value of a security or securities held by it. A Fund may also purchase a put option hoping to profit from an anticipated decline in the value of the underlying security. If the Fund holds the security underlying the option, the option premium and any transaction costs will reduce any profit the Fund might have realized had it sold the underlying security instead of buying the put option. A Fund may purchase call options to hedge against an increase in the price of securities that the Fund wants ultimately to buy. A Fund may also purchase a call option as a long directional investment hoping to profit from an anticipated increase in the value of the underlying security. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit the Fund might have realized had it bought the underlying security at the time it purchased the call option.

When a Fund purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Fund exercises the option or enters into a closing sale transaction before the option’s expiration. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, the Fund will lose part or all of its investment in the option. This contrasts with an investment by a Fund in the underlying security, since the Fund will not realize a loss if the security’s price does not change. Premiums paid for purchasing options that expire are treated as realized losses.

Exchange Traded Options. Exchange traded options purchased or sold by a Fund may be traded on a securities or options exchange or market. Such options typically have minimal exposure to counterparty risk. However, an exchange or market may at times find it necessary to impose restrictions on particular types of options transactions, such as opening transactions. If an underlying security ceases to meet qualifications imposed by the market or the Options Clearing Corporation, new series of options on that security will no longer be opened to replace expiring series, and opening transactions in existing series may be prohibited. 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.

131

Notes to Financial Statements (Continued)

Rights and Warrants. A Fund may invest in rights and warrants to purchase securities. Rights or warrants generally give the holder the right to receive, upon exercise, a security at a stated price. Funds typically use rights and warrants in a manner similar to their use of options on securities, as described above. Risks associated with the use of rights or warrants are generally similar to risks associated with the use of options.

When-Issued, Delayed-Delivery, and Forward Commitment Transactions

A Fund may enter into when-issued, delayed-delivery, or forward commitment transactions in order to lock in the purchase price of the underlying security, or in order to adjust the interest rate exposure of the Fund’s existing portfolio. In when-issued, delayed-delivery, or forward commitment transactions, a Fund commits to purchase or sell particular securities, with payment and delivery to take place at a future date. Although a Fund does not typically pay for the securities until they are delivered, it immediately assumes the risks of ownership, including the risk of price fluctuation. If a Fund’s counterparty fails to deliver a security purchased on a when-issued, delayed-delivery, or forward commitment basis, there may be a loss, and the Fund may have missed an opportunity to make an alternative investment.

Prior to settlement of these transactions, the value of the subject securities will fluctuate. In addition, because the Fund is not required to make payment under these transactions until the delivery date, they may result in a form of leverage.

These securities are valued on the basis of valuations furnished by a pricing service, selected pursuant to procedures approved 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. Securities for which no market quotation is available are valued at fair value in accordance with procedures approved by the Trustees. The Funds record on a daily basis the unrealized appreciation (depreciation) based upon changes in the values of these securities. When a when-issued, delayed-delivery, or forward commitment transaction is closed, the Funds record a realized gain or loss equal to the difference between the value of the transaction at the time it was opened and the value of the transaction at the time it was closed.

Dollar Roll Transactions

A Fund may enter into dollar roll transactions, in which the Fund sells mortgage-backed securities for delivery in the current month and simultaneously contracts to purchase substantially similar securities on a specified future date from the same party. A Fund may invest in dollar rolls in order to benefit from anticipated changes in pricing for the mortgage-backed securities during the term of the transaction, or for the purpose of creating investment leverage. In a dollar roll, the securities that are to be purchased will be of the same type as the securities sold, but will be supported by different pools of mortgages.

Dollar rolls involve the risk that the Fund’s counterparty will be unable to deliver the mortgage-backed securities underlying the dollar roll at the fixed time. If the counterparty files for bankruptcy or becomes insolvent, a Fund’s use of the transaction proceeds may be restricted pending a determination by the counterparty or its representative, whether to enforce the Fund’s obligation to repurchase the securities. A Fund can incur a loss on a dollar roll transaction (either because its counterparty fails to perform or because the value of the mortgages subject to the transaction declines) and on the investments made by the Fund with the proceeds of the dollar roll transaction. Dollar roll transactions may have the effect of creating leverage in a Fund’s portfolio.

A Fund accounts for a dollar roll transaction as a purchase and sale whereby the difference in the sales price and purchase price of the security sold is recorded as a realized gain (loss). If certain criteria are met, these dollar roll transactions may be considered financing transactions, whereby the difference in the sales price and the future purchase price is recorded as an adjustment to interest income.

The Asset Allocation Fund had dollar roll transactions during the year ended December 31, 2011, which were accounted for as purchase and sale transactions.

132

Notes to Financial Statements (Continued)

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. A Fund, through its custodian, takes possession of the securities collateralizing the repurchase agreement in a segregated account. Repurchase agreements must be fully collateralized at all times, but involve some risk to a Fund if the other party should default on its obligation and the Fund is delayed or prevented from recovering the collateral, or if the Fund is required to return collateral to a borrower at a time when it may realize a loss on the investment of that collateral. Collateral for certain tri-party repurchase agreements is held at the Fund’s custodian or sub-custodian in a segregated account for the benefit of the Fund and the counterparty.

Accounting for Investment Transactions

Investment transactions are accounted for on the trade date. Realized gains and losses on sales of investments and unrealized appreciation and depreciation of investments are computed by the specific identification cost method. Proceeds received from litigation, if any, are included in realized gains on investment transactions for any investments that are no longer held in the portfolio and as a reduction in cost for investments that continue to be held in the portfolio. 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 after 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. The Funds estimate the components of distributions received that may be considered return of capital distributions or capital gain distributions.

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 resulting 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 or interest recorded on the books of the Funds and the amount actually received.

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 and loss, and 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 Foreign Fund invests substantially all of its assets and the Global Fund invests a significant amount of its assets in foreign securities. The other Funds may also invest in foreign securities. Foreign securities, including ADRs, are subject to additional risks compared to securities of U.S. issuers, including international trade, currency, political, regulatory, and diplomatic risks. In addition, fluctuations in currency exchange rates may adversely affect the values of foreign securities and the price of a Fund’s

133

Notes to Financial Statements (Continued)

shares. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, greater price volatility, higher relative rates of inflation, greater political and economic instability, and greater volatility in currency exchange rates.

Credit Risk

The Funds may invest a portion of their assets, directly or indirectly, in securities backed by mortgage loans, credit card receivables, and automotive loans. The values and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on such securities have resulted in increased volatility of market price and periods of decreased market activity that have adversely impacted the valuation and liquidity of such securities.

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 would 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, the Funds have not made any provision for federal income tax.

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 capital gains on investment transactions for a reporting period may differ significantly from distributions during such period.

3. Management Fees and Other Transactions

Investment Management Fees

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

Asset Allocation Fund	0.55%
Concentrated Growth Fund	0.60%
Equity Income Fund	0.75%
Foreign Fund	0.89%
Global Fund	0.60%
Growth & Income Fund	0.50%
Income & Growth Fund	0.65%
Large Cap Growth Fund	0.65%
Mid Cap Growth Fund	0.77%
Mid Cap Value Fund	0.84%
Small Cap Index Fund	0.35%
Small Company Value Fund	0.85%
Small/Mid Cap Value Fund	0.75%

134

Notes to Financial Statements (Continued)

MassMutual has entered into investment subadvisory agreements with the following unaffiliated investment subadvisers: AllianceBernstein L.P. for the Small/Mid Cap Value Fund; American Century Investment Management, Inc. for the Mid Cap Value Fund; BlackRock Investment Management, LLC for the Income & Growth Fund; Capital Guardian Trust Company for the Asset Allocation Fund; Legg Mason Capital Management, LLC for the Concentrated Growth Fund; Massachusetts Financial Services Company for the Global Fund and Growth & Income Fund; Northern Trust Investments, Inc. for the Small Cap Index Fund; Rainier Investment Management, Inc. for the Large Cap Growth Fund, Templeton Investment Counsel, LLC for the Foreign Fund; and T. Rowe Price Associates, Inc. for the Equity Income Fund, Mid Cap Growth Fund, and Small Company Value Fund. MassMutual pays a subadvisory fee to each of these subadvisers based upon the aggregate net assets under management which include (1) the average daily net assets of the specified Fund which it manages, and, if applicable, (2) the average daily net assets of all other funds or accounts of MassMutual or its affiliates for which the subadviser provides subadvisory services and which have substantially the same investment objectives, policies and investment strategies.

The Funds’ subadvisory fees are paid by MassMutual out of the management fees previously disclosed above.

Administration Fees

For the Concentrated Growth Fund, Global Fund, and Small Company Value Fund, under separate administrative and shareholder services agreements between the Funds and MassMutual, MassMutual provides certain administrative and shareholder services and bears some of the class specific administrative expenses. In return for these services, MassMutual receives an administrative services fee based upon the average daily net assets of the applicable class of shares of the Funds, at the following annual rates:

	Class I		Class II		Service Class I
Concentrated Growth Fund		0.24%		0.14%		0.24%
Global Fund		0.28%		0.18%		0.28%
Small Company Value Fund		None		0.25%		0.25%

Service Fees

MML Distributors, LLC (the “Distributor”) acts as distributor to the Funds. Pursuant to a Distribution and Services Plan adopted by the Funds pursuant to Rule 12b-1 under the 1940 Act, 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 it in connection with the distribution of Service Class shares or Service Class I shares, as applicable, of each Fund; and/or (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 agreed to cap the fees and expenses of the Funds noted below (other than extraordinary litigation and legal expenses, Acquired Fund fees and expenses^#, or other non-recurring or unusual expenses such as, for example, organizational expenses and shareholder meeting expenses) based upon the average daily net assets of the applicable class of shares of the Funds, as follows:

	Class I		Class II		Service Class I
Global Fund*		0.90%		0.80%		1.15%
Small Company Value Fund*		None		1.15%		1.40%

# Acquired Fund fees and expenses are expenses borne indirectly by a Fund through investments in other pooled investment vehicles.

* Expense caps in effect through April 30, 2012.

135

Notes to Financial Statements (Continued)

For the Concentrated Growth Fund, MassMutual has voluntarily agreed to waive 0.05% of its management fees. MassMutual may amend or discontinue this waiver at any time without advance notice.

Expense caps and waiver amounts are reflected as a reduction of expenses on the Statements of Operations.

Rebated Brokerage Commissions

The Funds listed below have entered into agreements with certain brokers whereby the brokers will rebate to the Funds, 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 Statements of Operations. For the year ended December 31, 2011, brokerage commissions rebated under these agreements were as follows:

	Rebated Commissions
Asset Allocation Fund	$	1,909
Concentrated Growth Fund		7,681
Foreign Fund		1,166
Large Cap Growth Fund		3,488

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. Deferred compensation is included within Trustees’ fees and expenses in the Statements of Assets and Liabilities.

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, 2011, 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
Asset Allocation Fund	$	93,239,400	$	38,488,503	$	97,367,178	$	53,924,411
Concentrated Growth Fund		-		47,545,760		-		61,739,632
Equity Income Fund		-		117,640,985		-		143,575,410
Foreign Fund		-		36,848,626		-		30,236,716
Global Fund		-		27,002,532		-		17,149,677
Growth & Income Fund		-		30,787,077		-		57,451,798
Income & Growth Fund		-		18,055,292		-		9,751,206
Large Cap Growth Fund		-		175,472,004		-		153,107,490
Mid Cap Growth Fund		-		110,111,368		-		123,292,581
Mid Cap Value Fund		-		440,331,987		-		448,855,426
Small Cap Index Fund		-		5,806,429		-		10,684,641

136

Notes to Financial Statements (Continued)

	Purchases				Sales
	Long-Term U.S. Government Securities		Other Long-Term Securities		Long-Term U.S. Government Securities		Other Long-Term Securities
Small Company Value Fund	$	-	$	14,501,081	$	-	$	13,632,841
Small/Mid Cap Value Fund		-		134,632,714		-		148,641,223

5. Capital Share Transactions

Changes in shares outstanding for each Fund were as follows:

	Year Ended December 31, 2011						Year Ended December 31, 2010
	Shares			Amount			Shares			Amount
Asset Allocation Fund Initial Class
Sold		448,216		$	3,843,683			828,953		$	6,544,560
Issued as reinvestment of dividends		307,670			2,525,969			436,693			3,270,834
Redeemed		(3,127,373	)		(26,692,820	)		(3,312,412	)		(26,123,393	)
Net increase (decrease)		(2,371,487	)	$	(20,323,168	)		(2,046,766	)	$	(16,307,999	)
Asset Allocation Fund Service Class
Sold		187,557		$	1,582,355			274,239		$	2,148,173
Issued as reinvestment of dividends		19,410			158,771			21,853			163,239
Redeemed		(91,580	)		(784,928	)		(64,393	)		(510,199	)
Net increase (decrease)		115,387		$	956,198			231,699		$	1,801,213
Concentrated Growth Fund Class I
Sold		110,110		$	814,952			1,979,686		$	12,874,786
Issued as reinvestment of dividends		66,157			446,560			50,162			304,483
Redeemed		(1,613,987	)		(11,531,108	)		(4,493,930	)		(27,966,285	)
Net increase (decrease)		(1,437,720	)	$	(10,269,596	)		(2,464,082	)	$	(14,787,016	)
Concentrated Growth Fund Class II
Sold		188,079		$	1,366,630			529,487		$	3,420,987
Issued as reinvestment of dividends		21,923			148,416			19,997			121,782
Redeemed		(734,028	)		(5,308,045	)		(1,135,267	)		(7,330,052	)
Net increase (decrease)		(524,026	)	$	(3,792,999	)		(585,783	)	$	(3,787,283	)
Concentrated Growth Fund Service Class I
Sold		46,708		$	332,964			76,379		$	495,136
Issued as reinvestment of dividends		1,375			9,214			951			5,743
Redeemed		(27,001	)		(197,177	)		(17,636	)		(113,930	)
Net increase (decrease)		21,082		$	145,001			59,694		$	386,949
Equity Income Fund Initial Class
Sold		4,401,336		$	38,920,863			13,321,282		$	114,585,169
Issued as reinvestment of dividends		1,009,197			8,870,840			1,001,523			8,032,215
Redeemed		(8,117,821	)		(76,912,353	)		(7,540,678	)		(65,584,147	)
Net increase (decrease)		(2,707,288	)	$	(29,120,650	)		6,782,127		$	57,033,237
Equity Income Fund Service Class
Sold		885,299		$	8,269,125			923,566		$	7,951,117
Issued as reinvestment of dividends		50,559			442,894			35,903			286,864
Redeemed		(213,038	)		(1,941,626	)		(307,906	)		(2,714,057	)
Net increase (decrease)		722,820		$	6,770,393			651,563		$	5,523,924

137

Notes to Financial Statements (Continued)

	Year Ended December 31, 2011						Year Ended December 31, 2010
	Shares			Amount			Shares			Amount
Foreign Fund Initial Class
Sold		4,136,946		$	34,749,775			8,672,737		$	75,732,082
Issued as reinvestment of dividends		726,068			6,113,493			644,762			5,183,884
Redeemed		(4,320,957	)		(39,621,804	)		(4,854,138	)		(41,801,093	)
Net increase (decrease)		542,057		$	1,241,464			4,463,361		$	39,114,873
Foreign Fund Service Class
Sold		134,908		$	1,203,806			212,995		$	1,827,398
Issued as reinvestment of dividends		12,124			101,845			9,090			72,903
Redeemed		(91,868	)		(839,043	)		(67,284	)		(585,214	)
Net increase (decrease)		55,164		$	466,608			154,801		$	1,315,087
Global Fund Class I
Sold		2,628,306		$	21,407,446			2,101,514		$	15,865,764
Issued as reinvestment of dividends		101,702			819,719			62,496			443,725
Redeemed		(1,081,040	)		(9,224,303	)		(908,446	)		(6,919,297	)
Net increase (decrease)		1,648,968		$	13,002,862			1,255,564		$	9,390,192
Global Fund Class II
Sold		114,991		$	982,634			407,748		$	3,108,431
Issued as reinvestment of dividends		20,456			167,123			13,847			99,559
Redeemed		(490,953	)		(4,219,228	)		(832,736	)		(6,380,483	)
Net increase (decrease)		(355,506	)	$	(3,069,471	)		(411,141	)	$	(3,172,493	)
Global Fund Service Class I
Sold		146,423		$	1,216,196			110,786		$	851,572
Issued as reinvestment of dividends		2,430			19,559			629			4,481
Redeemed		(25,835	)		(219,073	)		(17,078	)		(134,853	)
Net increase (decrease)		123,018		$	1,016,682			94,337		$	721,200
Growth & Income Fund Initial Class
Sold		284,443		$	2,299,704			776,090		$	5,717,289
Issued as reinvestment of dividends		183,470			1,414,550			281,745			1,924,321
Redeemed		(3,332,682	)		(27,201,589	)		(3,378,718	)		(25,039,463	)
Net increase (decrease)		(2,864,769	)	$	(23,487,335	)		(2,320,883	)	$	(17,397,853	)
Growth & Income Fund Service Class
Sold		95,255		$	756,663			214,795		$	1,571,487
Issued as reinvestment of dividends		11,217			86,148			22,513			153,086
Redeemed		(467,490	)		(3,898,348	)		(113,339	)		(858,995	)
Net increase (decrease)		(361,018	)	$	(3,055,537	)		123,969		$	865,578
Income & Growth Fund Initial Class
Sold		3,131,271		$	25,696,930			1,362,036		$	10,663,507
Issued as reinvestment of dividends		252,809			2,052,810			383,354			2,756,313
Redeemed		(1,747,858	)		(14,926,030	)		(27,617,404	)		(217,527,860	)
Net increase (decrease)		1,636,222		$	12,823,710			(25,872,014	)	$	(204,108,040	)
Income & Growth Fund Service Class
Sold		560,284		$	4,821,339			174,820		$	1,375,208
Issued as reinvestment of dividends		27,552			222,620			16,903			121,024
Redeemed		(67,483	)		(578,309	)		(26,016	)		(202,298	)
Net increase (decrease)		520,353		$	4,465,650			165,707		$	1,293,934

138

Notes to Financial Statements (Continued)

	Year Ended December 31, 2011						Year Ended December 31, 2010
	Shares			Amount			Shares			Amount
Large Cap Growth Fund Initial Class
Sold		4,710,378		$	47,532,590			12,562,705		$	115,481,857
Issued as reinvestment of dividends		37,915			376,875			15,926			135,692
Redeemed		(1,949,388	)		(20,372,534	)		(1,302,616	)		(12,041,545	)
Net increase (decrease)		2,798,905		$	27,536,931			11,276,015		$	103,576,004
Large Cap Growth Fund Service Class
Sold		87,848		$	916,051			22,317		$	213,915
Issued as reinvestment of dividends		165			1,629			-			-
Redeemed		(43,634	)		(439,927	)		(21,421	)		(198,209	)
Net increase (decrease)		44,379		$	477,753			896		$	15,706
Mid Cap Growth Fund Initial Class
Sold		2,780,661		$	34,004,025			3,296,433		$	34,259,480
Issued as reinvestment of dividends		-			-			-			-
Redeemed		(4,491,896	)		(55,921,742	)		(5,047,966	)		(53,311,722	)
Net increase (decrease)		(1,711,235	)	$	(21,917,717	)		(1,751,533	)	$	(19,052,242	)
Mid Cap Growth Fund Service Class
Sold		593,880		$	7,304,954			557,079		$	5,906,122
Issued as reinvestment of dividends		-			-			-			-
Redeemed		(107,465	)		(1,292,463	)		(163,436	)		(1,811,029	)
Net increase (decrease)		486,415		$	6,012,491			393,643		$	4,095,093
Mid Cap Value Fund Initial Class
Sold		4,519,649		$	44,735,145			3,087,765		$	28,849,418
Issued as reinvestment of dividends		845,255			8,190,527			651,490			5,765,689
Redeemed		(5,443,603	)		(56,323,813	)		(5,987,434	)		(56,135,539	)
Net increase (decrease)		(78,699	)	$	(3,398,141	)		(2,248,179	)	$	(21,520,432	)
Mid Cap Value Fund Service Class
Sold		424,579		$	4,320,603			333,270		$	3,158,495
Issued as reinvestment of dividends		23,190			223,550			12,113			106,830
Redeemed		(96,187	)		(952,515	)		(113,151	)		(1,090,315	)
Net increase (decrease)		351,582		$	3,591,638			232,232		$	2,175,010
Small Cap Index Fund Initial Class
Sold		278,170		$	2,751,124			421,278		$	3,575,418
Issued as reinvestment of dividends		28,934			268,794			28,682			223,145
Redeemed		(981,034	)		(9,606,637	)		(1,062,473	)		(8,994,343	)
Net increase (decrease)		(673,930	)	$	(6,586,719	)		(612,513	)	$	(5,195,780	)
Small Cap Index Fund Service Class
Sold		140,792		$	1,349,273			143,330		$	1,254,190
Issued as reinvestment of dividends		2,671			24,703			1,773			13,744
Redeemed		(69,508	)		(656,400	)		(76,013	)		(672,926	)
Net increase (decrease)		73,955		$	717,576			69,090		$	595,008
Small Company Value Fund Class II
Sold		730,127		$	12,256,881			988,370		$	16,499,850
Issued as reinvestment of dividends		88,561			1,420,523			540,270			9,254,760
Redeemed		(839,044	)		(14,072,203	)		(1,540,682	)		(27,339,415	)
Net increase (decrease)		(20,356	)	$	(394,799	)		(12,042	)	$	(1,584,805	)

139

Notes to Financial Statements (Continued)

	Year Ended December 31, 2011						Year Ended December 31, 2010
	Shares			Amount			Shares			Amount
Small Company Value Fund Service Class I
Sold		122,387		$	2,097,556			110,585		$	1,849,302
Issued as reinvestment of dividends		3,170			50,561			12,695			216,819
Redeemed		(39,122	)		(650,833	)		(16,751	)		(276,729	)
Net increase (decrease)		86,435		$	1,497,284			106,529		$	1,789,392
Small/Mid Cap Value Fund Initial Class
Sold		2,266,753		$	18,386,009			1,263,083		$	9,595,405
Issued as reinvestment of dividends		126,490			1,037,218			150,467			1,105,932
Redeemed		(2,942,206	)		(26,736,761	)		(5,044,925	)		(41,815,111	)
Net increase (decrease)		(548,963	)	$	(7,313,534	)		(3,631,375	)	$	(31,113,774	)
Small/Mid Cap Value Fund Service Class
Sold		243,770		$	2,170,634			278,802		$	2,298,557
Issued as reinvestment of dividends		3,700			30,232			3,255			23,853
Redeemed		(105,479	)		(910,339	)		(109,177	)		(934,552	)
Net increase (decrease)		141,991		$	1,290,527			172,880		$	1,387,858

6. Federal Income Tax Information

At December 31, 2011, 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)
Asset Allocation Fund	$	118,290,704	$	14,382,174	$	(4,703,853	)	$	9,678,321
Concentrated Growth Fund		79,961,489		10,587,925		(5,337,037	)		5,250,888
Equity Income Fund		511,664,119		70,113,538		(39,581,234	)		30,532,304
Foreign Fund		363,450,771		23,048,144		(75,336,958	)		(52,288,814	)
Global Fund		96,386,372		17,548,296		(3,920,430	)		13,627,866
Growth & Income Fund		115,184,952		16,959,272		(5,186,407	)		11,772,865
Income & Growth Fund		86,492,166		13,438,580		(1,533,439	)		11,905,141
Large Cap Growth Fund		178,743,891		18,167,095		(7,624,487	)		10,542,608
Mid Cap Growth Fund		270,994,782		70,641,994		(13,520,619	)		57,121,375
Mid Cap Value Fund		438,128,883		19,314,082		(38,220,218	)		(18,906,136	)
Small Cap Index Fund		42,103,352		6,734,261		(8,621,343	)		(1,887,082	)
Small Company Value Fund		83,844,837		26,606,510		(3,850,630	)		22,755,880
Small/Mid Cap Value Fund		177,734,593		14,276,463		(14,174,122	)		102,341

Net capital loss carryforwards may be applied against any net realized taxable gains in succeeding years, subject to the carryforward period limitations, where applicable. On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President. The Modernization Act changed the capital loss carryforward rules as they relate to regulated investment companies. Capital losses generated in tax years beginning after the date of enactment may now be carried forward indefinitely, and retain the character of the original loss. Under pre-enactment law, capital losses could be carried forward for up to eight tax years as short-term capital losses. The provisions affecting the utilization of capital loss carryforwards under the Modernization Act also require the utilization of post-enactment losses prior to the utilization of pre-enactment losses.

140

Notes to Financial Statements (Continued)

At December 31, 2011, the following Fund(s) had available, for federal income tax purposes, unused capital losses:

	Expiring 2016		Expiring 2017		Expiring 2018
Asset Allocation Fund	$	21,078,938	$	32,697,206	$	-
Concentrated Growth Fund		9,288,800		30,770,765		-
Equity Income Fund		-		49,506,515		-
Foreign Fund		-		20,915,928		4,482,917
Global Fund		-		10,555,620		-
Growth & Income Fund		38,332,966		33,125,485		-
Income & Growth Fund		-		4,873,951		-
Large Cap Growth Fund		-		2,402,960		-
Small Cap Index Fund		-		1,452,899		87,881
Small/Mid Cap Value Fund		8,277,291		31,541,721		-

Net capital loss carryforwards for the Funds shown in the above table are from pre-enactment years and are, therefore, subject to the eight-year carryforward period and possible expiration.

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, 2011, was as follows:

	Ordinary Income		Long Term Capital Gain		Return of Capital
Asset Allocation Fund	$	2,684,740	$	-	$	-
Concentrated Growth Fund		604,190		-		-
Equity Income Fund		9,313,734		-		-
Foreign Fund		6,215,338		-		-
Global Fund		1,006,401		-		-
Growth & Income Fund		1,500,698		-		-
Income & Growth Fund		2,275,430		-		-
Large Cap Growth Fund		378,504		-		-
Mid Cap Value Fund		8,414,077		-		-
Small Cap Index Fund		293,497		-		-
Small Company Value Fund		-		1,471,084		-
Small/Mid Cap Value Fund		1,067,450		-		-

141

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, 2010, was as follows:

	Ordinary Income		Long Term Capital Gain		Return of Capital
Asset Allocation Fund	$	3,434,073	$	-	$	-
Concentrated Growth Fund		432,008		-		-
Equity Income Fund		8,319,079		-		-
Foreign Fund		5,256,787		-		-
Global Fund		547,765		-		-
Growth & Income Fund		2,077,407		-		-
Income & Growth Fund		2,877,337		-		-
Large Cap Growth Fund		135,692		-		-
Mid Cap Value Fund		5,872,519		-		-
Small Cap Index Fund		236,889		-		-
Small Company Value Fund		6,534,220		2,937,359		-
Small/Mid Cap Value Fund		1,129,785		-		-

The following Fund(s) have elected to pass through the foreign tax credit for the year ended December 31, 2011:

	Amount
Foreign Fund	$	1,185,223
Global Fund		156,343

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, 2011, temporary book and tax accounting differences were primarily attributable to investments in forward contracts, futures contracts, premium amortization accruals, passive foreign investment companies, the deferral of wash sale losses, and deferred Trustee compensation.

At December 31, 2011, the components of distributable earnings on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long Term Capital Gain (Capital Loss Carryover)			Other Temporary Differences			Unrealized Appreciation (Depreciation)
Asset Allocation Fund	$	2,432,163	$	(53,776,144		$	(36,045	)	$	9,676,785
Concentrated Growth Fund		578,215		(40,059,565	)		(18,035	)		5,250,888
Equity Income Fund		10,642,789		(49,506,515	)		(78,973	)		30,530,665
Foreign Fund		7,487,069		(25,398,845	)		(54,797	)		(52,269,732	)
Global Fund		1,405,583		(10,555,620	)		(12,363	)		13,631,738
Growth & Income Fund		1,707,342		(71,458,451	)		(38,770	)		11,772,010
Income & Growth Fund		1,886,151		(4,873,951	)		(27,686	)		11,905,181
Large Cap Growth Fund		143,488		(2,402,960	)		(15,441	)		10,542,608
Mid Cap Growth Fund		-		20,325,707			(53,739	)		57,121,489
Mid Cap Value Fund		7,427,826		20,763,790			(71,001	)		(18,905,893	)
Small Cap Index Fund		235,454		(1,540,780	)		(9,512	)		(1,887,083	)
Small Company Value Fund		59,818		3,032,977			(8,086	)		22,755,880
Small/Mid Cap Value Fund		1,175,137		(39,819,012	)		(36,945	)		102,341

142

Notes to Financial Statements (Continued)

During the year ended December 31, 2011, 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)
Asset Allocation Fund	$	-		$	4,453		$	(4,453	)
Equity Income Fund		-			273,539			(273,539	)
Foreign Fund		-			85,147			(85,147	)
Global Fund		-			(14,443	)		14,443
Growth & Income Fund		-			108,413			(108,413	)
Income & Growth Fund		-			53,068			(53,068	)
Large Cap Growth Fund		-			10,041			(10,041	)
Mid Cap Growth Fund		(951,385	)		(17,768	)		969,153
Mid Cap Value Fund		(6,562	)		(84,740	)		91,302
Small Cap Index Fund		-			5,059			(5,059	)
Small Company Value Fund		-			(32,182	)		32,182
Small/Mid Cap Value Fund		-			(1,795	)		1,795

The Funds did not have any unrecognized tax benefits at December 31, 2011, 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, 2011, 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, or the returns filed to date for Funds in existence less than three years. Foreign taxes are provided for based on the Funds’ understanding of the tax rules and rates that exist in the foreign markets in which they invest.

7. Indemnifications

Under the Funds’ organizational documents, current and former Trustees and Officers are provided with specified rights to 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 April and May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-03, “Reconsideration of Effective Control for Repurchase Agreements” (“ASU 2011-03”) and Accounting Standards Update No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”), respectively. ASU 2011-03 amends FASB Accounting Standards Codification Topic 860, “Transfers and Servicing,” specifically the criteria required to determine whether a repurchase or other similar agreement or a dollar roll transaction should be accounted for as sales of financial assets or secured borrowings with commitments. ASU 2011-04, which is the result of the work by the FASB and the International Accounting Standards Board to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP, amends FASB Accounting Standards Codification Topic 820, “Fair Value Measurement,” primarily expanding existing disclosure requirements for fair value measurements. ASU 2011-03 and ASU 2011-04 are each effective for fiscal years and interim periods beginning after December 15, 2011. Management is currently evaluating the implications of these changes and their impact on the financial statements.

143

Notes to Financial Statements (Continued)

9. Legal Proceedings

On December 7, 2010, the Trust was named as a defendant and putative member of the proposed defendant class of shareholders named in an adversary proceeding brought by The Official Committee of Unsecured Creditors of Tribune Company (the “Official Committee”) in the U.S. Bankruptcy Court for the District of Delaware, in connection with Tribune Company’s Chapter 11 bankruptcy proceeding (In re Tribune Company). The proceeding relates to a leveraged buyout (“LBO”) transaction by which Tribune Company converted to a privately-held company in 2007, and the putative defendant class is comprised of beneficial owners of shares of Tribune Company who received proceeds (the “Proceeds”) of the LBO. The Official Committee seeks to recover payments of those Proceeds.

The potential amount sought to be recovered from the Equity Income Fund, plus interest and the Official Committee’s court costs, is approximately $4,562,800.

In addition, on June 2, 2011, the Equity Income Fund was named as a defendant in two closely related, parallel adversary proceedings brought in connection with the Tribune Company’s LBO by Deutsche Bank Trust Company Americas, in its capacity as successor indenture trustee for a certain series of Senior Notes, Law Debenture Trust Company of New York, in its capacity as successor indenture trustee for a certain series of Senior Notes, and Wilmington Trust Company, in its capacity as successor indenture trustee for the PHONES Notes (together, the “Plaintiffs”), one in the United States District Court for the District of Massachusetts and one in the United States District Court for the District of Connecticut. The Plaintiffs also seek to recover payments of the Proceeds.

Since the Fund cannot predict the outcome of these proceedings, the Fund has not accrued any amounts in the accompanying financial statements related to these proceedings. If the proceedings were to be decided in a manner adverse to the Fund, or if the Fund were to enter into a settlement agreement with the Official Committee or the Plaintiffs, as applicable, the payment of such judgment or settlement could potentially have a material adverse effect on the Fund’s net asset value depending on the total net assets of the Fund at the time of such judgment or settlement.

10. Upcoming Fund Liquidations

Shareholders have approved a plan of liquidation for the Trust with respect to Asset Allocation Fund, Concentrated Growth Fund, and Small Cap Index Fund, pursuant to which each such Fund will be liquidated on or about April 27, 2012, and the liquidation proceeds of the Fund will be distributed to the appropriate MassMutual or C.M. Life Insurance Company separate accounts invested in the Funds.

144

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MML Series Investment Fund and Shareholders of MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Equity Income Fund, MML Foreign Fund, MML Global Fund, MML Growth & Income Fund, MML Income & Growth Fund, MML Large Cap Growth Fund, MML Mid Cap Growth Fund, MML Mid Cap Value Fund, MML Small Cap Index Fund, MML Small Company Value Fund, and MML Small/Mid Cap Value Fund (collectively, the “Funds”):

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of the Funds as of December 31, 2011, 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 periods presented. These financial statements and financial highlights are the responsibility of the Funds’ 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 Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included 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 on the effectiveness of the Funds’ 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 significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011, 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.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2011, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2012

145

Trustees and Officers (Unaudited)

The following table lists the Trust’s Trustees and Officers as of December 31, 2011; 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 Series Investment Fund, 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 H. Ayers Age: 69	Chairman Trustee	Since 2010 Since 1999	Retired.	68	Director (2008-2011), Celera Corporation; Director (1996-2008), Applera Corporation; Director (2002-2006), Instron Corporation; Chairman (since 2010), Trustee (since 1996), MassMutual Select Funds (open-end investment company).
Allan W. Blair Age: 63	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.	68	Director (2001-2007), Future Works, Inc.; Trustee (since 2003), MassMutual Select Funds (open-end investment company).
R. Alan Hunter, Jr. Age: 65	Trustee	Since 2003	Retired.	68	Director (since 2007), Actuant Corporation; Trustee (since 2003), MassMutual Select Funds (open-end investment company).
F. William Marshall, Jr. Age: 69	Trustee	Since 1996	Retired; Consultant (1999-2009).	104***	Trustee (since 2000), Denver Board – Oppenheimer Funds; Trustee (since 1996), MassMutual Select Funds (open-end investment company).
Susan B. Sweeney Age: 59	Trustee	Since 2009	Senior Vice President and Chief Investment Officer (since 2010), Selective Insurance Group (property and casualty company); Senior Managing Director (2008-2010), Ironwood Capital (private equity firm); Chief Investment Officer, Pension Fund (2002-2007), Office of the Treasurer of the State of Connecticut.	68	Trustee (since 2009), MassMutual Select Funds (open-end investment company).

146

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: 66	Trustee Vice Chairman	Since 2003 (2005-2007)	Retired.	70^^	Director (since 2006), Jefferies Group, Inc. (investment bank); Director (2007-2011), Scottish Re Group Ltd.; Director (2003-2010), Alabama Aircraft Industries, Inc.; Trustee (since 2003), Babson Capital Corporate Investors (formerly known as MassMutual Corporate Investors) (closed-end investment company); Trustee (since 2003), Babson Capital Participation Investors (formerly known as MassMutual Participation Investors) (closed-end investment company); Director (2005-2006), York Enhanced Strategies Fund (closed-end investment company); Trustee (since 2003), Vice Chairman (2005-2007), MassMutual Select Funds (open-end investment company).
Elaine A. Sarsynski^^^ Age: 56	Trustee	Since 2008	Executive Vice President (since 2006), Senior Vice President and Chief Administrative Officer (2005-2006), MassMutual.	100	Trustee (since 2008), MassMutual Select Funds (open-end investment company); Vice Chairperson and Trustee (since 2011), MassMutual Premier Funds (open-end investment company); Vice Chairperson and Trustee (since 2011), MML Series Investment Fund II (open-end investment company).

147

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: 49	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).	42
Michael C. Eldredge Age: 47	Vice President	Since 2009	Vice President (since 2008), MassMutual; Vice President (2005-2008), ING; Vice President (since 2009), MassMutual Select Funds (open-end investment company); Vice President (since 2009), MassMutual Premier Funds (open-end investment company); Vice President (since 2009), MML Series Investment Fund II (open-end investment company).	100
Andrew M. Goldberg Age: 45	Vice President, Secretary, and Chief Legal Officer Assistant Secretary	Since 2008 (2001- 2008)	Assistant Vice President and Counsel (since 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).	100
Nicholas H. Palmerino Age: 46	Chief Financial Officer and Treasurer	Since 2006	Assistant Vice President (since 2006), MassMutual; Vice President (2006), Consultant (2005-2006), JP Morgan Chase Worldwide Securities Services; 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).	100
Philip S. Wellman Age: 47	Vice President and Chief Compliance Officer	Since 2007	Vice President, Associate General Counsel, and Chief Compliance Officer (Mutual Funds and Investment Advisory) (since 2008), Vice President, Associate General Counsel, and Chief Compliance Officer (Mutual Funds) (2007-2008), 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).	100
Eric H. Wietsma Age: 45	Vice President	Since 2006	Senior Vice President (since 2010), Corporate Vice President (2007-2010), Vice President (2005-2007), MassMutual; 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).	100

* 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 or her successor or until he or she 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.

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.

148

Trustees and Officers (Unaudited) (Continued)

*** Denver Board – 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.

^^ Babson Capital Participation Investors and Babson Capital 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.

149

Federal Tax Information (Unaudited)

For corporate shareholders, a portion of the ordinary dividends paid during the Fund(s)’ year ended December 31, 2011, qualified for the dividends received deduction, as follows:

	Dividends Received Deductions
Asset Allocation Fund		46.88%
Concentrated Growth Fund		100.00%
Equity Income Fund		100.00%
Global Fund		52.70%
Growth & Income Fund		100.00%
Income & Growth Fund		100.00%
Large Cap Growth Fund		100.00%
Mid Cap Value Fund		100.00%
Small Cap Index Fund		100.00%
Small/Mid Cap Value Fund		100.00%

For the year ended October 31, 2011, the following Fund(s) earned the following foreign sources of income:

	Foreign Sources of Income
Foreign Fund	$	12,755,873
Global Fund		2,441,571

150

Other Information (Unaudited)

Proxy Voting

A description of the policies and procedures that each Fund’s investment adviser and subadvisers 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 (“SEC”) 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/funds and on the SEC’s website at http://www.sec.gov.

Quarterly Reporting

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 and 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.

Trustees’ Approval of Investment Advisory Contracts

At their meeting in August 2011, the Trustees, including the Trustees who are not “interested persons” (as such term is defined in the 1940 Act) of the Trust, MassMutual, or subadvisers (the “Independent Trustees”), approved amended and restated investment management agreements with MassMutual for each of the Funds (“Amended and Restated Investment Management Agreements”), subject to approval by the shareholders of the Funds, and renegotiated subadvisory agreements with Northern Trust Investments, Inc. for the Small Cap Index Fund and Rainier Investment Management, Inc. for the Large Cap Growth Fund, each of which is based on the new form of subadvisory agreement previously presented to the Trustees (“August Renegotiated Subadvisory Agreements”). In preparation for the meeting, the Trustees requested, and MassMutual provided in advance, certain materials relevant to the consideration of the Amended and Restated Investment Management Agreements and August Renegotiated Subadvisory Agreements (the “August Materials”). In all of their deliberations, the Trustees were advised by independent counsel.

In approving the Amended and Restated Investment Management Agreements, the Trustees considered the August Materials and information discussed with representatives of MassMutual at the meeting, as well as the fact that many of the provisions in the Amended and Restated Investment Management Agreements are intended to conform to comparable provisions contained in the form of investment management agreement MassMutual expects to propose for all new mutual funds to be advised by it. The Trustees noted that since their most recent approval of the Funds’ current investment management agreements, there had been no material adverse change relating to MassMutual and the nature or quality of services provided by MassMutual to the Funds. The Trustees also noted that the Amended and Restated Investment Management Agreements clarified the nature of MassMutual’s obligations to the Funds, particularly in cases where a sub-administrator has been appointed, and the standard of care applicable to MassMutual’s performance of its obligations to the Funds. The Trustees further considered that no change was being proposed to the advisory fee paid by each Fund to MassMutual, and that MassMutual does not anticipate that the Funds’ expenses will change or increase, as applicable, in any material amount as a result of this proposed change.

In reviewing the contracts, the Trustees considered a number of factors they believed to be relevant to the interests of shareholders of the Funds, including: (i) the financial condition, stability, and business strategy of MassMutual; (ii) the ability of MassMutual with respect to regulatory compliance and its ability to monitor compliance with the investment policies of the Funds; (iii) MassMutual’s ability to provide investment oversight and administrative and shareholder services to the Funds; and (iv) the experience and qualifications of the personnel of MassMutual that perform, or oversee the performance of, the services provided to the Funds and the needs of the Funds for administrative and shareholder services.

In reviewing the August Renegotiated Subadvisory Agreements, the Trustees discussed with MassMutual and considered a wide range of information about, among other things: (i) each subadviser and its personnel with responsibilities for providing services to the Funds; (ii) the terms of each August Renegotiated Subadvisory Agreement; and (iii) the scope and quality of services that each subadviser will provide under each August Renegotiated Subadvisory Agreement.

151

Other Information (Unaudited) (Continued)

Prior to the votes being taken to approve the Amended and Restated Investment Management Agreements and the August Renegotiated Subadvisory Agreements, the Independent Trustees met separately in executive session to discuss the appropriateness of such contracts. 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.

Based on the foregoing, the Trustees concluded that: (i) overall, they were satisfied with the nature, extent, and quality of services expected to be provided under the Amended and Restated Investment Management Agreements and August Renegotiated Subadvisory Agreements, including the anticipated level of MassMutual’s oversight of the Funds and the subadvisory process; and (ii) the terms of the Amended and Restated Investment Management Agreements and August Renegotiated Subadvisory Agreements are fair and reasonable with respect to each Fund and are in the best interest of each Fund’s shareholders. The Trustees also determined that, with respect to the Amended and Restated Investment Management Agreements, in light of the nature of the proposed changes, it was not necessary to evaluate the Funds’ investment performance and whether the Funds’ fees reflected future expected economies of scale. After carefully considering the information summarized above, the Trustees, including the Independent Trustees voting separately, unanimously voted to approve the Amended and Restated Investment Management Agreements and August Renegotiated Subadvisory Agreements.

The Amended and Restated Investment Management Agreements became effective on December 15, 2011. The August Renegotiated Subadvisory Agreements became effective on August 15, 2011.

At their meeting in November 2011, the Trustees, including the Independent Trustees, approved an amendment to the subadvisory agreement with T. Rowe Price Associates, Inc. (“T. Rowe Price”) for the Equity Income Fund (“Amendment”). In preparation for the meeting, the Trustees requested, and MassMutual provided in advance, certain materials relevant to the consideration of the Amendment (the “November Materials”). In all of their deliberations, the Trustees were advised by independent counsel. Under the Amendment, the subadvisory fee schedule will be changed to correspond to T. Rowe Price’s new standard subadvisory fee schedule, which represents a net reduction to the existing fee schedule.

Prior to the votes being taken to approve the Amendment, the Independent Trustees met separately in executive session to discuss the appropriateness of the contract. 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.

In approving the Amendment, the Trustees discussed with MassMutual and considered the fees payable to T. Rowe Price by MassMutual and the effect of such fees on the profitability of MassMutual. The Trustees concluded that MassMutual’s level of profitability from its relationship to the Equity Income Fund was not excessive and that the subadvisory fee amounts under the amended Subadvisory Agreement with T. Rowe Price were fair and reasonable.

The Amendment became effective December 1, 2011.

152

Other Information (Unaudited) (Continued)

Submission of Matters to a Vote of Security Holders

A Special Meeting of Shareholders of the Trust was held on December 15, 2011. Notice of the meeting, and a Proxy Statement, were distributed on or about November 4, 2011 to shareholders of record as of September 30, 2011. The results of the vote on the matters submitted to shareholders at the Special Meeting are as follows:

Proposal 1: To elect Richard H. Ayers, Allan W. Blair, Nabil N. El-Hage, Maria D. Furman, R. Alan Hunter, Jr., Robert E. Joyal, F. William Marshall, Jr., C. Ann Merrifield, Susan B. Sweeney, and Elaine A. Sarsynski as Trustees for an indefinite term of office.*

This matter was approved by the Trust’s shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Withhold		% of Shares Outstanding
Richard H. Ayers		765,495,692.880		733,539,199.436		94.864		31,956,493.444		4.133
Allan W. Blair		765,495,692.880		735,085,087.870		95.064		30,410,605.010		3.933
Nabil N. El-Hage		765,495,692.880		732,560,039.951		94.737		32,935,652.929		4.260
Maria D. Furman		765,495,692.880		735,207,544.500		95.080		30,288,148.380		3.917
R. Alan Hunter, Jr.		765,495,692.880		734,349,593.714		94.969		31,146,099.166		4.028
Robert E. Joyal		765,495,692.880		734,203,180.707		94.950		31,292,512.173		4.047
F. William Marshall, Jr.		765,495,692.880		733,163,357.565		94.815		32,332,335.315		4.182
C. Ann Merrifield		765,495,692.880		735,368,777.111		95.100		30,126,915.769		3.897
Susan B. Sweeney		765,495,692.880		735,078,542.652		95.063		30,417,150.228		3.934
Elaine A. Sarsynski		765,495,692.880		735,169,290.791		95.075		30,326,402.089		3.922

* Denotes Trust-wide proposal and voting results.

Proposal 2: To approve an Amended and Restated Agreement and Declaration of Trust.

This matter was approved by shareholders of each series of the Trust. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Asset Allocation Fund		15,323,279.766		13,338,052.781		87.044		946,790.385		6.179		1,038,436.600		6.777
Concentrated Growth Fund		13,009,044.333		12,223,343.561		93.944		345,391.691		2.655		440,309.081		3.384
Equity Income Fund		60,431,317.133		56,860,021.455		94.090		1,744,682.541		2.887		1,826,613.137		3.023
Foreign Fund		37,846,356.981		35,000,135.839		92.465		1,021,193.701		2.698		1,825,027.441		4.822
Global Fund		12,500,309.241		12,078,981.958		96.603		162,497.992		1.300		258,829.291		2.070
Growth & Income Fund		16,878,680.636		14,593,460.850		86.428		1,082,225.270		6.409		1,202,994.516		7.125
Income & Growth Fund		9,307,474.519		8,114,526.741		87.183		413,989.167		4.448		778,958.611		8.369
Large Cap Growth Fund		16,418,184.486		15,993,537.262		97.414		127,453.232		.776		297,193.992		1.810
Mid Cap Growth Fund		27,452,083.584		25,496,615.889		92.877		803,815.464		2.928		1,151,652.231		4.195
Mid Cap Value Fund		40,499,234.271		37,628,722.132		92.912		997,997.550		2.464		1,872,514.589		4.624
Small Cap Index Fund		4,289,325.877		3,680,351.372		85.803		244,667.610		5.704		364,306.895		8.493
Small Company Value Fund		6,545,053.674		6,488,546.092		99.137		42,824.306		0.654		13,683.276		0.209
Small/Mid Cap Value Fund		21,541,033.455		19,347,268.255		89.816		763,430.878		3.544		1,430,334.322		6.640

153

Other Information (Unaudited) (Continued)

Proposal 3: To approve an amended and restated investment management agreement.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Concentrated Growth Fund		13,009,044.333		12,283,615.332		94.408		294,504.056		2.263		430,924.945		3.312
Global Fund		12,500,309.241		12,104,918.144		96.811		154,692.184		1.237		240,698.913		1.925
Small Company Value Fund		6,545,053.674		6,522,666.424		99.658		8,703.974		0.133		13,683.276		0.209

Proposal 4: To approve an amended and restated investment management agreement under which MassMutual provides both investment management and administrative services.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Asset Allocation Fund		15,323,279.766		13,734,232.508		89.630		519,690.483		3.391		1,069,356.775		6.979
Equity Income Fund		60,431,317.133		57,241,643.471		94.722		1,318,834.814		2.182		1,870,838.848		3.096
Foreign Fund		37,846,356.981		35,001,650.156		92.469		969,455.999		2.561		1,875,250.826		4.955
Growth & Income Fund		16,878,680.636		14,995,540.598		88.809		640,040.207		3.791		1,243,099.831		7.362
Income & Growth Fund		9,307,474.519		8,216,482.387		88.278		305,574.171		3.283		785,417.961		8.439
Large Cap Growth Fund		16,418,184.486		15,889,294.837		96.779		210,245.838		1.280		318,643.811		1.941
Mid Cap Growth Fund		27,452,083.584		25,529,825.494		92.998		754,141.504		2.747		1,168,116.586		4.255
Mid Cap Value Fund		40,499,234.271		37,666,809.082		93.006		907,648.423		2.241		1,924,776.766		4.753
Small Cap Index Fund		4,289,325.877		3,695,993.433		86.167		214,665.443		5.005		378,667.001		8.828
Small/Mid Cap Value Fund		21,541,033.455		19,325,133.390		89.713		766,034.299		3.556		1,449,865.766		6.731

Proposal 5: To liquidate certain Funds and distribute the liquidation proceeds to an affiliated money market fund.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Asset Allocation Fund		15,323,279.766		13,601,029.848		88.761		591,537.478		3.860		1,130,712.440		7.379
Concentrated Growth Fund		13,009,044.333		12,021,171.611		92.391		463,221.486		3.560		524,651.236		4.032
Small Cap Index Fund		4,289,325.877		3,660,112.099		85.331		222,028.085		5.176		407,185.693		9.493

Proposal 7: To change the fundamental investment objective of the MML Income & Growth Fund.

This matter was approved by the following Fund’s shareholders. The results of the vote were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Income & Growth Fund		9,307,474.519		8,050,541.881		86.495		396,872.618		4.264		860,060.020		9.241

154

Other Information (Unaudited) (Continued)

Proposal 8: To make the investment objective of certain Funds non-fundamental.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Asset Allocation Fund		15,323,279.766		13,605,061.790		88.787		616,046.844		4.020		1,102,171.132		7.193
Concentrated Growth Fund		13,009,044.333		12,005,675.636		92.271		477,421.751		3.670		525,946.946		4.042
Equity Income Fund		60,431,317.133		56,972,423.503		94.276		1,456,288.729		2.410		2,002,604.901		3.314
Foreign Fund		37,846,356.981		34,683,957.518		91.630		1,124,292.972		2.970		2,038,106.491		5.385
Global Fund		12,500,309.241		12,107,587.601		96.832		149,394.407		1.195		243,327.233		1.946
Growth & Income Fund		16,878,680.636		14,854,393.777		87.973		706,788.153		4.186		1,317,498.706		7.803
Income & Growth Fund		9,307,474.519		7,959,182.889		85.514		493,807.423		5.305		854,484.207		9.181
Large Cap Growth Fund		16,418,184.486		15,864,258.575		96.626		222,358.400		1.354		331,567.511		2.020
Mid Cap Growth Fund		27,452,083.584		25,371,363.061		92.421		799,380.968		2.911		1,281,339.555		4.668
Mid Cap Value Fund		40,499,234.271		37,210,105.194		91.879		1,291,073.141		3.187		1,998,055.936		4.934
Small Cap Index Fund		4,289,325.877		3,599,072.617		83.908		289,716.771		6.754		400,536.489		9.338
Small/Mid Cap Value Fund		21,541,033.455		19,043,849.611		88.407		956,905.787		4.443		1,540,278.057		7.150

Proposal 9.E: To approve an amendment to certain Funds’ fundamental investment restrictions with respect to investment in commodities and commodity contracts.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Asset Allocation Fund		15,323,279.766		13,290,335.696		86.733		771,666.353		5.036		1,261,277.717		8.231
Concentrated Growth Fund		13,009,044.333		11,954,120.331		91.875		585,089.518		4.497		469,834.484		3.611
Equity Income Fund		60,431,317.133		56,785,058.427		93.966		1,862,908.344		3.083		1,783,350.362		2.951
Foreign Fund		37,846,356.981		34,624,661.607		91.473		1,314,048.253		3.472		1,907,647.121		5.040
Global Fund		12,500,309.241		12,059,360.353		96.446		214,277.205		1.714		226,671.683		1.813
Growth & Income Fund		16,878,680.636		15,061,617.779		89.200		594,923.698		3.524		1,222,139.159		7.238
Income & Growth Fund		9,307,474.519		8,029,413.984		86.268		485,518.308		5.217		792,542.227		8.515
Large Cap Growth Fund		16,418,184.486		15,867,331.603		96.645		277,606.235		1.691		273,246.648		1.664
Mid Cap Growth Fund		27,452,083.584		25,185,023.201		91.742		993,043.862		3.617		1,274,016.521		4.641
Mid Cap Value Fund		40,499,234.271		37,482,892.778		92.552		1,261,624.686		3.115		1,754,716.807		4.333
Small Cap Index Fund		4,289,325.877		3,655,380.583		85.220		272,886.332		6.362		361,058.962		8.418
Small Company Value Fund		6,545,053.674		6,493,660.105		99.215		43,728.428		0.668		7,665.141		0.117
Small/Mid Cap Value Fund		21,541,033.455		18,961,498.626		88.025		1,116,430.998		5.183		1,463,103.831		6.792

155

Other Information (Unaudited) (Continued)

Proposal 9.G: To approve an amendment of certain Funds’ fundamental investment restriction with respect to concentrating investments in an industry.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Asset Allocation Fund		15,323,279.766		13,297,013.390		86.777		773,565.736		5.048		1,252,700.640		8.175
Concentrated Growth Fund		13,009,044.333		11,998,429.614		92.216		540,780.235		4.156		469,834.484		3.611
Equity Income Fund		60,431,317.133		56,805,036.277		93.999		1,848,272.213		3.059		1,778,008.643		2.942
Foreign Fund		37,846,356.981		34,650,965.581		91.543		1,274,078.653		3.366		1,921,312.747		5.076
Global Fund		12,500,309.241		12,053,482.543		96.399		220,155.015		1.761		226,671.683		1.813
Growth & Income Fund		16,878,680.636		15,089,756.267		89.367		566,785.210		3.357		1,222,139.159		7.238
Income & Growth Fund		9,307,474.519		8,028,949.818		86.263		485,982.474		5.222		792,542.227		8.515
Large Cap Growth Fund		16,418,184.486		15,857,797.069		96.587		287,140.769		1.749		273,246.648		1.664
Mid Cap Growth Fund		27,452,083.584		25,268,365.243		92.045		999,213.616		3.640		1,184,504.725		4.315
Mid Cap Value Fund		40,499,234.271		37,491,483.864		92.573		1,270,867.882		3.138		1,736,882.525		4.289
Small Cap Index Fund		4,289,325.877		3,660,052.371		85.329		268,214.544		6.253		361,058.962		8.418
Small Company Value Fund		6,545,053.674		6,493,660.105		99.215		43,728.428		0.668		7,665.141		0.117
Small/Mid Cap Value Fund		21,541,033.455		18,993,204.395		88.172		1,087,382.138		5.048		1,460,446.922		6.780

156

Other Information (Unaudited) (Continued)

Fund Expenses December 31, 2011

Expense Examples:

The following information is in regards to expenses for the six months ended December 31, 2011:

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, 2011.

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*
Asset Allocation Fund
Initial Class	$	1,000		0.65	%	$	981.10	$	3.25	$	1,021.90	$	3.31
Service Class		1,000		0.90	%		980.10		4.49		1,020.70		4.58
Concentrated Growth Fund
Class I		1,000		0.88	%		952.80		4.33		1,020.80		4.48
Class II		1,000		0.78	%		952.70		3.84		1,021.30		3.97
Service Class I		1,000		1.13	%		951.20		5.56		1,019.50		5.75
Equity Income Fund
Initial Class		1,000		0.80	%		946.90		3.93		1,021.20		4.08
Service Class		1,000		1.05	%		946.00		5.15		1,019.90		5.35
Foreign Fund
Initial Class		1,000		0.96	%		842.40		4.46		1,020.40		4.89
Service Class		1,000		1.21	%		841.90		5.62		1,019.10		6.16

157

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*
Global Fund
Class I	$	1,000		0.90	%	$	887.30	$	4.28	$	1,020.70	$	4.58
Class II		1,000		0.80	%		888.00		3.81		1,021.20		4.08
Service Class I		1,000		1.15	%		886.20		5.47		1,019.40		5.85
Growth & Income Fund
Initial Class		1,000		0.58	%		933.10		2.83		1,022.30		2.96
Service Class		1,000		0.83	%		931.10		4.04		1,021.00		4.23
Income & Growth Fund
Initial Class		1,000		0.75	%		982.10		3.75		1,021.40		3.82
Service Class		1,000		1.00	%		980.90		4.99		1,020.20		5.09
Large Cap Growth Fund
Initial Class		1,000		0.71	%		924.10		3.44		1,021.60		3.62
Service Class		1,000		0.96	%		923.60		4.65		1,020.40		4.89
Mid Cap Growth Fund
Initial Class		1,000		0.83	%		920.00		4.02		1,021.00		4.23
Service Class		1,000		1.08	%		918.70		5.22		1,019.80		5.50
Mid Cap Value Fund
Initial Class		1,000		0.90	%		956.10		4.44		1,020.70		4.58
Service Class		1,000		1.15	%		955.20		5.67		1,019.40		5.85
Small Cap Index Fund
Initial Class		1,000		0.52	%		936.80		2.54		1,022.60		2.65
Service Class		1,000		0.77	%		935.60		3.76		1,021.30		3.92
Small Company Value Fund
Class II		1,000		1.15	%		935.50		5.61		1,019.40		5.85
Service Class I		1,000		1.40	%		934.00		6.82		1,018.10		7.12
Small/Mid Cap Value Fund
Initial Class		1,000		0.82	%		888.60		3.90		1,021.10		4.18
Service Class		1,000		1.07	%		886.40		5.09		1,019.80		5.45

* Expenses are calculated using the annualized expense ratio for the six months ended December 31, 2011, 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.

158

Distributor

MML Distributors, LLC

1295 State Street

Springfield, MA 01111-0001

^© 2012 Massachusetts Mutual Life Insurance Company, Springfield, MA 01111-0001. 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.

L4540a    112 CRN201303-156806

Table of Contents

President’s Letter to Shareholders	1
Economic and Market Review	3
Portfolio Manager Reports	6
Portfolio of Investments
MML Focused Equity Fund	18
MML Fundamental Growth Fund	19
MML Fundamental Value Fund	21
MML PIMCO Total Return Fund	23
Statements of Assets and Liabilities	32
Statements of Operations	34
Statements of Changes in Net Assets	36
Financial Highlights	38
Notes to Financial Statements	40
Report of Independent Registered Public Accounting Firm	67
Trustees and Officers (Unaudited)	68
Federal Tax Information (Unaudited)	72
Other Information (Unaudited)
Proxy Voting	73
Quarterly Reporting	73
Trustees’ Approval of Investment Advisory Contracts	73
Submission of Matters to a Vote of Security Holders	75
Fund Expenses	77

This material must be preceded or accompanied by a current prospectus (or summary prospectus, if available) 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 (or summary prospectus, if available). Read it carefully before investing.

MML Series Investment Fund – President’s Letter to Shareholders

To Our Shareholders

Richard J. Byrne

“MassMutual focuses on the long term and encourages retirement investors to do the same – and to keep an appropriate perspective despite short-term changes in the markets or day-to-day events that may seem unsettling. As we observed again in 2011, financial markets can be extremely volatile, but it is important to remember that changing market conditions have the potential to reward patient investors.”

December 31, 2011

Retirement investors face ongoing market volatility

I am pleased to present you with the MML Series Investment Fund Annual Report, covering the year ended December 31, 2011. The year posed ongoing challenges for many investors, with periods of high volatility driven by ongoing fiscal instability and geopolitical unrest in certain regions characterizing much of the period.

In MassMutual’s view, the uncertain market environment we witnessed in 2011 underscores the importance of maintaining a long-term investment plan designed to suit your investment time horizon and tolerance for risk and monitoring. We also believe in the value of making changes to your plan when appropriate, but not in response to short-term changes in the markets or the economic climate.

Suggestions for retirement investors under any market conditions

Be in it for the long term

History has shown that while markets tend to react negatively to unexpected shocks or unfavorable news, they also have the potential to regain value quickly. Remember, just like any other asset, if you’re holding an investment that has fallen in price, you don’t realize a loss until you sell it. In fact, during market lows, you can often buy quality investments at more reasonable prices than when markets are rallying.

Continue to invest

Sophisticated investors and financial professionals know that individuals who can weather down periods in the market may be rewarded if they continue to invest when shares are trading at lower prices, especially relative to investors who do not continue to invest during down markets.*

Monitor your asset allocation and diversify

Stocks, bonds, and short-term/money market investments are asset classes that typically behave differently depending upon the economic and market environment. These broad asset classes contain an even greater array of asset sub-categories (such as small-cap stocks, international stocks, and high-yield bonds). Most financial professionals agree that investors can help themselves take advantage of different opportunities in the market and reduce their risk of over-exposure to one or two poorly performing asset types by selecting a number of investments that represent a mix of asset classes and sub-categories.*

Keep it in the proper perspective

We believe doing business with MassMutual is the sign of a good decision. MassMutual focuses on the long term and encourages retirement investors to do the same – and to keep an appropriate perspective despite short-term changes in the markets or day-to-day events that may seem unsettling. As we observed again in 2011, financial markets can be extremely volatile, but it is important to remember that changing market conditions have the potential to reward patient investors.

* Systematic investing and asset allocation do not ensure a profit or protect against loss in a declining market. Systematic investing involves continuous investment in securities regardless of fluctuating price levels. Investors should consider their ability to continue investing through periods of low price levels.

(Continued)

1

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

This could be an ideal time to contact your financial professional to help you evaluate and fine-tune your retirement-planning strategy, taking into consideration your investment time frame and risk tolerance. Your financial professional can also help you ensure you’re on track to reach your retirement income goals.

Thank you for your continued confidence and trust in MassMutual.

Sincerely,

Richard J. Byrne

President

The information provided is the opinion of MassMutual Retirement Services Investment Services as of 1/1/12 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.

2

MML Series Investment Fund – Economic and Market Review

December 31, 2011

Financial markets produce mixed results amid continued volatility; bright spots emerge

Stocks and bonds in the United States produced mixed results for 2011. One-year performance numbers masked a great deal of volatility throughout the period, as political and economic problems worldwide kept investors on edge for much of the year. Foreign equity markets trailed their U.S. counterparts, with ongoing problems on the world stage driving international stocks into negative territory for the year.

Certain economic indicators continued to concern economists during the period, but the U.S. economic outlook appeared to improve somewhat. Unemployment remained stubbornly high, although there were some bright spots in certain data releases. The housing market mainly continued to struggle but gained some ground later in the year. Home prices throughout the country generally continued their decline and ran in lockstep with reduced volume in contract signings, but some positive signals drove optimism in parts of the country, particularly the South and West, and provided some encouragement to sellers in the otherwise challenging real estate environment. In 2011, the price of oil started at approximately $90 per barrel, rose steadily and peaked in April at more than $116, and finished the year at about $103.

The Federal Reserve (the “Fed”) kept interest rates at historically low levels, with the federal funds rate remaining at 0.0% to 0.25%, in an ongoing attempt to stimulate the economy. (The federal funds rate is the interest rate that banks and other financial institutions charge each other for borrowing funds overnight.) The Fed reaffirmed its intention to keep the federal funds rate exceptionally low for an “extended period” repeatedly in 2011, pledging to keep short-term rates low at least until mid-2013. Fed efforts to stimulate the economy included a second round of quantitative easing via targeted bond purchases (known as QE2), which had begun in November 2010 and ended along with the second quarter in June 2011. Additionally, in October 2011, the Fed implemented “Operation Twist,” which further aims to boost economic growth by causing long-term interest rates to decline. The plan involves shifting some of the central bank’s holdings from shorter-maturity Treasuries to those with longer maturities.

The United States government’s long-term fiscal situation garnered increasingly frequent headlines focused on the budget and the ongoing debate over where to cut federal spending. Partisan Congressional wrangling over the debt ceiling increase in the summer of 2011 contributed to an already volatile market environment, and an overall lack of progress on economic matters by U.S. legislators left investors with little confidence that the current Congress will reach an agreement about any significant legislation likely to benefit the U.S. economy.

Market performance

In this environment of market volatility, bonds and equities turned in mixed performances for the year ended December 31, 2011, with bonds generally outperforming stocks. The Dow Jones Industrial Average^SM (the “Dow”), a well-known measure of blue-chip stock performance, advanced 5.53%. The S&P 500^® Index (the “S&P 500”), which measures the progress of large-capitalization stocks in the U.S., returned a more modest 2.11%. On the negative side, the small-capitalization Russell 2000^® Index dropped 4.18%, while technology stock benchmark the NASDAQ Composite^® Index (“NASDAQ”) declined 1.80%. Worldwide equity markets saw even steeper losses, as the MSCI^® EAFE^® Index, a barometer for foreign stocks in developed markets, dropped 12.14%. The MSCI Emerging Markets Index, a measure of the performance of emerging stock markets throughout the world, fell 18.42%.

Fixed-income benchmarks substantially outperformed most equity counterparts during the year. The Barclays Capital U.S. Aggregate Bond Index, a broad measure of the U.S. investment-grade bond markets, gained 7.84%. Treasury bills gained just 0.08%, as measured by the Citigroup 3-Month Treasury Bill Index. In addition, the Barclays Capital U.S. 1-3 Year Government Bond Index, which measures the performance of short-term U.S. government bonds, returned 1.56%. The standout in the fixed-income arena was the Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), a measure of the broad performance of U.S. Treasury inflation-indexed bonds, which advanced 13.56% for the year.*

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

3

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

First quarter of 2011 presents mixed financial news

Despite considerable volatility later in the first quarter of 2011, stock prices advanced in the midst of conflicts in the Middle East and the catastrophic one-two-three punch of an earthquake, tsunami, and nuclear accident in Japan. Share prices received some support from the Fed’s second round of quantitative easing, and from further improvements in some U.S. economic data, which indicated continued modest growth and a reduction in unemployment.

Reports released during the first quarter of 2011 indicated that the U.S. economy had grown 3.1% during the fourth quarter of 2010. There was also some progress on the jobs front, with unemployment falling from 9.4% in December 2010 to 8.9% in February 2011, the last month for which data became available during the quarter. That said, unemployment continued to remain stubbornly high. Finally, numerous data releases showed that the housing market continued to be depressed.

Bonds outperform stocks in the second quarter as challenges continue

In the second quarter of 2011, bonds outperformed their equity counterparts in the U.S., as stock investors exhibited fresh concerns over the sustainability of the U.S. economic recovery and a possible resolution of Greece’s fiscal woes. In the bond market, Treasury yields declined (and prices rallied) as investors grew more pessimistic about the prospects for U.S. economic growth. The yield of the bellwether 10-year Treasury note fell, reflecting investors’ preference for the safety of U.S. Treasuries over riskier investments in the more challenging market environment. Bond prices move in the opposite direction of interest rates (or yields); when yields rise, the prices of existing bonds fall – and vice versa.

Second-quarter report releases indicated that the U.S. economy had grown at a 1.9% annual pace in the first quarter of 2011, which was slightly better than early forecasts, but weaker than the previous quarter. The economy typically expands by more than 3% annually during an economic recovery, the pace that economists consider necessary to bring down unemployment. Unfortunately, the unemployment figures for May, released early in June, showed a bump up to 9.1% from 9.0%, while non-farm payrolls increased by just 54,000, compared with 232,000 during April.

Third quarter: Bonds again outpace stocks; Fed announces new initiative

The U.S. stock market had a challenging third quarter, with most widely followed market indexes suffering double-digit losses. Worsening economic news in the U.S. and abroad, a downgrade of the U.S. sovereign credit rating, and Greece’s seemingly inexorable slide toward a default on its loans were key factors undermining investor sentiment. On August 1, Congress agreed to raise the U.S. debt ceiling and approved some deficit-reduction measures – narrowly missing an August 2 deadline that would have forced the nation into default. Shortly thereafter, citing Congress’s “political brinksmanship,” Standard & Poor’s lowered its credit rating for the United States from AAA to AA+, which triggered a wave of stock selloffs in the U.S. Another factor hampering stocks was a large downward revision in first-quarter economic growth in the U.S., as measured by gross domestic product (“GDP”), from 1.9% to 0.4%. The Fed announced that the $400 billion Operation Twist would begin in October. Unemployment for August 2011 remained at 9.1%, unchanged from the previous month, marking the fifth consecutive month with the U.S. jobless rate at a level of 9% or higher. Finally, corporate earnings remained strong, and economic growth strengthened in the third quarter, with GDP growth improving to a 2.5% annualized increase, following an anemic 1.3% in the second quarter.

Fourth quarter: Stocks advance strongly; unemployment data stabilizes

U.S. stocks strongly rebounded in the fourth quarter of 2011, with virtually all gains coming in October. One major factor aiding the rally was the prospect of further progress by European leaders toward solving that region’s sovereign debt crisis. In the bond market, Treasury yields spiked higher in October, but settled down to close the quarter little changed. Against the backdrop of renewed tolerance for risk, high-yield bonds were the fourth quarter’s big winners in the fixed-income market.

In contrast with Europe, the economic outlook for the United States appeared to be modestly improving. The federal government’s final estimate of economic growth for the third quarter, which was released in December, came in at 1.8% – down a bit from the previous 2.0% figure, although early indications for the fourth quarter pointed to a pace of roughly 3%. Moreover, an early December report indicated that the U.S. unemployment rate dropped to 8.6% in November from 9.0% in October, although the primary driver of that decline was a reduction in the number of unemployed individuals seeking work. Good news also came

4

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

from the number of first-time filers for unemployment insurance, which dropped to 364,000 for the week ending December 17, the lowest level of initial claims since April 2008.

While there remains quite a bit of progress to be made, there are some clear reasons for optimism on the horizon. For example, the Conference Board’s Consumer Confidence Index posted another strong gain in December, rising 9.5 points to 64.5 and building on November’s substantial 14.3-point increase. Receding fears of a new recession prompted the turnaround in this indicator, which had declined sharply from July through October. In addition, near year-end, there also were promising reports on retail sales, housing starts, and building permits.

Investors will continue to look for improving conditions in the U.S. economy; however, developments in the European debt situation and geopolitical shifts throughout the rest of the world will also play an important and ongoing role in the fortunes of the global financial markets in 2012.

The information provided is the opinion of MassMutual Retirement Services Investment Services as of 1/1/12 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.

5

MML Focused Equity Fund – Portfolio Manager Report

What is the investment approach of MML Focused Equity Fund, and who is the Fund’s subadviser?

The Fund seeks growth of capital over the long-term by investing primarily in equity securities of U.S. companies that the Fund’s subadviser believes are undervalued. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities. The Fund’s subadviser is Harris Associates L.P. (Harris).

How did the Fund perform since its inception on December 8, 2011?

The Fund’s Class II shares returned 0.46%, outperforming the -0.26% return of the Russell 1000^® Index (the “benchmark”), a widely recognized, unmanaged index representing the performance 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, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

In terms of absolute performance, all sectors except for energy produced positive returns for the Fund. The best results came from the Fund’s utilities, industrials, financials, and consumer discretionary holdings. The Fund uses a bottom-up stock selection process. Consequently, sector and industry selections are a result of the stock selection process. When compared to the benchmark, both stock selection and sector weights detracted from the Fund’s relative performance for the reporting period. The most favorable relative performance came from Fund holdings in the industrials, technology, utilities, and consumer discretionary sectors. Conversely, the Fund’s energy position detracted the most from relative performance from the Fund’s inception through the end of the year.

During the reporting period, the Fund was most heavily weighted in the technology (25%), consumer discretionary (24%), and industrials (19%) sectors. The Fund had no exposure to consumer staples, health care, materials, or telecommunications sector shares.

Subadviser outlook

While we note there is no guarantee of stability in Europe or legislative progress here in the United States, we believe the stock market has strong potential for appreciation, given current balance-sheet strength, excess liquidity, and recent profit trends. Indeed, corporate profit margins are at record levels, driven by rising productivity, growing exports, moderating commodity costs, and low interest rates and inflation.

Investors have been through periods like this before, and we believe that such high levels of market correlation and anxiety provide investors with an important long-term advantage. While the equity market appears priced for the current state of affairs to continue indefinitely, we don’t think it’s unreasonable to imagine a different, better market result in 2012 and beyond. In our view, the Fund’s emphasis on owning great businesses at depressed prices can also be highly rewarding in the long run.

6

MML Focused Equity Fund – Portfolio Manager Report (Continued)

MML Focused Equity Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Intel Corp.	7.6	%
Visa, Inc. Class A	6.7	%
Cabela’s, Inc.	5.1	%
Penn National Gaming, Inc.	5.1	%
Wells Fargo & Co.	5.1	%
Robert Half International, Inc.	5.1	%
National Oilwell Varco, Inc.	4.9	%
Carnival Corp.	4.9	%
The Boeing Co.	4.7	%
Applied Materials, Inc.	4.7	%
	53.9	%

MML Focused Equity Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Cyclical	23.1	%
Technology	16.9	%
Energy	16.1	%
Industrial	12.5	%
Consumer, Non-cyclical	11.8	%
Financial	11.1	%
Utilities	3.3	%
Total Long-Term Investments	94.8	%
Short-Term Investments and Other Assets and Liabilities	5.2	%
Net Assets	100.0	%

7

MML Focused Equity Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Focused Equity Fund Class II and the Russell 1000 Index.

TOTAL RETURN
	Since Inception 12/8/11 - 12/31/11
Class II		0.46%
Russell 1000 Index		-0.26%

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

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 Russell 1000 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.

8

MML Fundamental Growth Fund – Portfolio Manager Report

What is the investment approach of MML Fundamental Growth Fund, and who is the Fund’s subadviser?

The Fund seeks long-term growth of capital by investing primarily in domestic equity securities that the Fund’s subadviser believes offer the potential for long-term growth. The Fund’s subadviser is Wellington Management Company, LLP (Wellington Management).

How did the Fund perform since its inception on December 8, 2011?

The Fund’s Class II shares returned -0.50%, outperforming the -0.88% 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 higher forecasted growth rates than securities in the value universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

For the brief period the Fund was open in 2011, it modestly outperformed its benchmark. Stock selection in the energy and health care sectors contributed positively to results, while an overweight position, relative to the benchmark, in the underperforming information technology sector and an underweight stake in the outperforming consumer staples sector offset some of the positive results. Top contributors to Fund returns during the period included positions in diversified technology and financial services company General Electric, diversified biotechnology company Amgen, and semiconductor manufacturer Altera. Top detractors during the period included Fund holdings EMC, an information technology services company; enterprise software developer Oracle; and footwear maker Deckers Outdoor.

Returns within the benchmark were mixed during the reporting period (December 8 through December 31, 2011), with four out of 10 sectors posting positive absolute returns. Utilities, telecommunication services, and consumer staples were the top-performing sectors, while information technology, materials, and industrials weighed on returns.

Subadviser outlook

The Fund continues to emphasize the information technology sector on our belief that the sector’s valuations are attractive, balance sheets are strong, and companies have the potential for high sustainable free cash flow generation. Additionally, there are strong secular trends, including cloud computing, mobility, security, and data storage that should help drive sustained growth, in our view.

At year-end, the Fund had a slightly overweight position in energy. The industry is under tremendous regulatory pressure, which makes it difficult to forecast future revenue and free cash flow growth. Several companies the Fund owns in the energy sector would be major beneficiaries if the U.S. government again allows meaningful exploration in the Gulf of Mexico.

In consumer staples, we have a great deal of confidence in the sustainability of the free cash flow. We believe many companies in consumer staples have below-average revenue and free cash flow growth.

As 2012 began, the Fund held an underweight position in the financials sector. While capital ratios have improved and many U.S. large-cap financial stocks have, in our view, probably seen the worst, the sector still faces many challenges. This group of companies may experience some obstacles in the near term due to continued weakness in the U.S. housing market, ongoing regulatory concerns, and fears about the potential exposure to and contagion from European banks.

9

MML Fundamental Growth Fund – Portfolio Manager Report (Continued)

MML Fundamental Growth Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Apple, Inc.	5.6	%
Exxon Mobil Corp.	4.7	%
Cisco Systems, Inc.	4.6	%
International Business Machines Corp.	4.4	%
Microsoft Corp.	3.3	%
EMC Corp.	2.9	%
Google, Inc. Class A	2.5	%
Oracle Corp.	2.5	%
Altera Corp.	2.2	%
Caterpillar, Inc.	2.2	%
	34.9	%

MML Fundamental Growth Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Technology	31.0	%
Communications	16.4	%
Energy	13.6	%
Consumer, Non-cyclical	13.6	%
Industrial	11.4	%
Consumer, Cyclical	7.8	%
Basic Materials	3.6	%
Financial	1.0	%
Total Long-Term Investments	98.4	%
Short-Term Investments and Other Assets and Liabilities	1.6	%
Net Assets	100.0	%

10

MML Fundamental Growth Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Fundamental Growth Fund Class II and the Russell 1000 Growth Index.

TOTAL RETURN
	Since Inception 12/8/11 - 12/31/11
Class II		-0.50%
Russell 1000 Growth Index		-0.88%

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

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 Russell 1000 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.

11

MML Fundamental Value Fund – Portfolio Manager Report

What is the investment approach of MML Fundamental Value Fund, and who is the Fund’s subadviser?

The Fund seeks long-term total return by investing primarily in equity securities of issuers that the Fund’s subadviser believes are undervalued. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities, with a focus on companies with large market capitalizations (generally above $2 billion). The Fund’s subadviser is Wellington Management Company, LLP (Wellington Management).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Class II shares returned -1.68%, underperforming the 0.39% return of the Russell 1000^® Value 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 value orientation that tend to exhibit lower price-to-book ratios and lower forecasted growth rates than securities in the growth universe.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

The Fund underperformed its benchmark for the period, primarily due to weak stock selection. Sector positioning, a result of the Fund’s bottom-up, company-by-company stock selection process, also detracted. Stock selection was particularly weak in the health care, industrials, and materials sectors – which more than offset stronger selection in the financials and energy sectors. The Fund’s underweight position, relative to the benchmark, in the strong utilities sector also hurt the Fund’s relative full-year performance, but was partially offset by an underweight position in the lagging financials sector.

On a stock-specific basis, Fund holdings Ingersoll-Rand (industrials), The Mosaic Company (materials), and Cisco Systems (information technology) detracted the most from the Fund’s benchmark-relative returns. Ingersoll-Rand, a provider of climate control and security systems, declined during the period along with other residential segment companies due to higher copper prices. The Fund continues to hold the position, but sold some during the period. The Mosaic Company, a leading global producer of phosphate and potash fertilizers, performed poorly in response to the sharp selloff in grain prices. The company also reported a disappointing fourth-quarter outlook due to a delay in restarting a plant idled by summer flooding. Our conviction in the underlying value of this stock remains quite high, and the Fund maintains the position. Cisco Systems is a leading supplier of networking equipment, software, and services for corporate data networks and the Internet. Its share price fell in the first half of 2011 on a sharp decline in gross margins due to higher sales of lower-margin products. However, the stock began to perform better in the fourth quarter, as results and outlook positively surprised investors. The Fund continues to hold the position.

Among the top contributors to benchmark-relative returns were Fund holdings Philip Morris International (consumer staples), Marsh & McLennan (financials), and Marathon Oil (energy). Philip Morris is a U.S.-based tobacco company that manufactures and sells cigarettes and other tobacco-related products. Shares rose toward the end of the period when the company reported better-than-expected third quarter results. We believe the stock trades at an attractive valuation and have maintained the Fund’s position. Marsh & McLennan, an insurance brokerage company providing advice and solutions in risk, strategy, and human capital, increased over the period on higher-than-expected margins and earnings. Continued growth across four main operating segments, and efficient management changes also contributed to stock performance. The Fund increased its position, based on a positive outlook for further margin expansion. Finally, Marathon Oil, a large U.S. refiner and oil exploration company, announced a separation of refining and oil production in the first half of the year, which contributed to a large rally in the stock. The Fund continues to hold the position.

Subadviser outlook

Economic data in the United States improved in the fourth quarter of 2011. The U.S. unemployment rate fell to 8.6% in November, its lowest level since March 2009. Retail sales, housing, and consumer confidence data also have trended positively in recent months. While economic growth is likely to remain tepid in 2012, this is discounted in valuations, in our view. We remain focused on analyzing each stock in the Fund, and those under consideration for purchase, relative to a range of economic scenarios. We expect a continued modest economic expansion in the U.S., underpinned by falling inflation and only modest fiscal restraint. Our view is that the likelihood of a European recession is increasing, but we believe the U.S. can withstand this and continue its slow recovery.

12

MML Fundamental Value Fund – Portfolio Manager Report (Continued)

MML Fundamental Value Fund Largest Holdings (% of Net Assets) on 12/31/11 (Unaudited)
Chevron Corp.	3.5	%
Wells Fargo & Co.	3.2	%
AT&T, Inc.	3.1	%
Pfizer, Inc.	3.0	%
JP Morgan Chase & Co.	2.7	%
General Electric Co.	2.6	%
ACE Ltd.	2.3	%
Merck & Co., Inc.	2.3	%
Intel Corp.	2.2	%
Occidental Petroleum Corp.	2.1	%
	27.0	%

MML Fundamental Value Fund Sector Table (% of Net Assets) on 12/31/11 (Unaudited)
Consumer, Non-cyclical	21.5	%
Financial	20.9	%
Energy	12.8	%
Industrial	10.4	%
Consumer, Cyclical	8.6	%
Communications	7.2	%
Technology	7.1	%
Basic Materials	5.2	%
Utilities	3.4	%
Total Long-Term Investments	97.1	%
Short-Term Investments and Other Assets and Liabilities	2.9	%
Net Assets	100.0	%

MML Fundamental Value Fund Country Weightings (% of Net Assets) on 12/31/11 (Unaudited)
United States	85.3	%
Switzerland	5.9	%
Ireland	2.1	%
United Kingdom	1.6	%
Belgium	1.1	%
Israel	1.1	%
Total Long-Term Investments	97.1	%
Short-Term Investments and Other Assets and Liabilities	2.9	%
Net Assets	100.0	%

13

MML Fundamental Value Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML Fundamental Value Fund Class II and the Russell 1000 Value Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/10/10 - 12/31/11
Class II		-1.68%		6.87%
Russell 1000 Value Index		0.39%		14.35%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/1/10.

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 Russell 1000 Value 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.

14

MML PIMCO Total Return Fund – Portfolio Manager Report

What is the investment approach of MML PIMCO Total Return Fund, and who is the Fund’s subadviser?

The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management, by investing, under normal circumstances, at least 65% of its total assets in a diversified portfolio of fixed income securities and other debt instruments of domestic and foreign entities. The Fund’s subadviser is Pacific Investment Management Company LLC (PIMCO).

How did the Fund perform during the 12 months ended December 31, 2011?

The Fund’s Class II shares returned 2.45%, lagging behind the 7.84% return of the Barclays Capital U.S. Aggregate Bond Index (the “benchmark”), an unmanaged index of fixed-rate investment-grade securities with at least one year to maturity, combining the Barclays Capital U.S. Treasury Bond Index, the Barclays Capital U.S. Government-Related Bond Index, the Barclays Capital U.S. Corporate Bond Index, and the Barclays Capital U.S. Securitized Bond Index.

For a discussion on the economic and market environment during the 12-month period ended December 31, 2011, please see the Economic and Market Review, beginning on page 3.

Subadviser discussion of factors that contributed to the Fund’s performance

The Fund’s overall shorter duration (relative to the benchmark), particularly in U.S. debt, during the first three quarters of the year was negative for its performance when interest rates fell sharply over the reporting period. (Duration is a measure of a bond fund’s sensitivity to interest rates. The longer the duration, the greater the price impact on the bond or portfolio when interest rates rise or fall.) However, foreign interest rate exposure over the year was positive for returns, as global yields fell (and the prices of higher-quality foreign bonds rose) during the period in the midst of worldwide uncertainty and unprecedented volatility.

The Fund’s underweight position, relative to the benchmark, during the first half of the year in U.S. government agency mortgage-backed securities (“MBS”) and an overweight position during the second half of the year were negative for its performance, as MBS outperformed comparable U.S. Treasury securities (“Treasuries”) in the first half, but underperformed them in the second. An overweight position in investment-grade corporate securities, particularly financial institutions, also detracted from the Fund’s full-year results, as this sector underperformed comparable Treasuries when corporate bonds came under pressure from increased stress and uncertainty in the European financial system.

Beyond core sectors, an overweight position in emerging-market securities detracted from the Fund’s full-year performance when they underperformed Treasuries. Exposure to a variety of foreign currencies, with an emphasis on the Brazilian real and Mexican peso, detracted from the Fund’s returns, as these currencies depreciated relative to the U.S. dollar. Additionally, the Fund’s exposure to Treasury Inflation-Protected Securities (“TIPS”) was negative on a relative basis. Conversely, a modest exposure to BABs (Build America Bond securities) was positive for performance, as this sector was one of the best-performing fixed-income asset classes in 2011, despite the expiration of the BAB program at the end of 2010.

With regard to derivatives, an underweight position in longer-maturity bonds achieved through interest rate swaps had a material effect on Fund performance, negatively impacting returns when long-term rates fell over the year. Conversely, holdings of eurodollar futures were positive for Fund performance when prices rallied over the year on Federal Reserve expectations of an extended low-interest rate environment through 2013.

Subadviser outlook

PIMCO expects global growth to fall in 2012. Growth faces several hurdles that could impose greater uncertainty and volatility on financial markets. As the European sovereign debt crisis continues to unfold and austerity measures are implemented throughout the region, negative effects will continue to influence growth dynamics in the U.S. and other developed markets.

We also believe that global balance sheet deleveraging (i.e., debt reduction) will play a dominant role over the cyclical horizon, as deleveraging limits finance-based consumption and growth prospects worldwide.

15

MML PIMCO Total Return Fund – Portfolio Manager Report (Continued)

MML PIMCO Total Return Fund Quality Structure (% of Net Assets) on 12/31/11 (Unaudited)
U.S. Government, Aaa/AAA	68.9	%
Aa/AA	9.7	%
A/A	15.4	%
Baa/BBB	13.2	%
Ba/BB	4.6	%
B and Below	5.1	%
Equities	0.4	%
Total Long-Term Investments	117.3	%
Short-Term Investments and Other Assets and Liabilities	(17.3	)%
Net Assets	100.0	%

16

MML PIMCO Total Return Fund – Portfolio Manager Report (Continued)

Growth of a $10,000 Investment

Hypothetical Investments in MML PIMCO Total Return Fund Class II and the Barclays Capital U.S. Aggregate Bond Index.

TOTAL RETURN	One Year 1/1/11 - 12/31/11		Since Inception Average Annual 8/10/10 - 12/31/11
Class II		2.45%		1.88%
Barclays Capital U.S. Aggregate Bond Index		7.84%		4.88%+

GROWTH OF $10,000 INVESTMENT SINCE INCEPTION

+ From 9/1/10.

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 Barclays Capital U.S. Aggregate Bond 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.

17

MML Focused Equity Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 94.8%
COMMON STOCK — 94.8%
Aerospace & Defense — 4.7%
The Boeing Co.		70,500	$	5,171,175
Banks — 5.1%
Wells Fargo & Co.		203,500		5,608,460
Building Materials — 2.7%
Fortune Brands Home & Security, Inc. (a)		172,500		2,937,675
Commercial Services — 11.8%
Robert Half International, Inc.		196,500		5,592,390
Visa, Inc. Class A		73,000		7,411,690
				13,004,080
Computers — 4.6%
Diebold, Inc.		170,500		5,126,935
Diversified Financial — 6.1%
Discover Financial Services		73,000		1,752,000
Franklin Resources, Inc.		51,500		4,947,090
				6,699,090
Electric — 3.3%
Calpine Corp. (a)		223,000		3,641,590
Entertainment — 5.1%
Penn National Gaming, Inc. (a)		148,000		5,634,360
Leisure Time — 4.8%
Carnival Corp.		164,500		5,369,280
Lodging — 4.0%
Starwood Hotels & Resorts Worldwide, Inc.		93,000		4,461,210
Machinery – Construction & Mining — 0.6%
Caterpillar, Inc.		7,500		679,500
Manufacturing — 4.5%
Illinois Tool Works, Inc.		107,500		5,021,325
Oil & Gas — 6.9%
Apache Corp.		36,500		3,306,170
Ultra Petroleum Corp. (a)		146,500		4,340,795
				7,646,965
Oil & Gas Services — 9.2%
Dresser-Rand Group, Inc. (a)		96,000		4,791,360
National Oilwell Varco, Inc.		79,000		5,371,210
				10,162,570
Retail — 9.1%
Cabela’s, Inc. (a)		222,000		5,643,240
CarMax, Inc. (a)		145,000		4,419,600
				10,062,840

	Number of Shares		Value
Semiconductors — 12.3%
Applied Materials, Inc.		482,500	$	5,167,575
Intel Corp.		348,000		8,439,000
				13,606,575
TOTAL COMMON STOCK (Cost $104,424,119)				104,833,630
TOTAL EQUITIES (Cost $104,424,119)				104,833,630
TOTAL LONG-TERM INVESTMENTS (Cost $104,424,119)				104,833,630
	Principal Amount
SHORT-TERM INVESTMENTS — 6.1%
Repurchase Agreement — 6.1%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	6,765,166		6,765,166

TOTAL SHORT-TERM INVESTMENTS (Cost $6,765,166)		6,765,166
TOTAL INVESTMENTS — 100.9% (Cost $111,189,285) (c)		111,598,796
Other Assets/(Liabilities) — (0.9)%		(1,048,732	)
NET ASSETS — 100.0%	$	110,550,064

Notes to Portfolio of Investments

(a) Non-income producing security.

(b) Maturity value of $6,765,174. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 8/15/39, and an aggregate market value, including accrued interest, of $6,902,493.

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

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

18

MML Fundamental Growth Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 98.4%
COMMON STOCK — 98.4%
Advertising — 1.0%
Omnicom Group, Inc.		34,460	$	1,536,227
Aerospace & Defense — 1.4%
The Boeing Co.		27,845		2,042,431
Agriculture — 2.0%
Philip Morris International, Inc.		38,207		2,998,485
Apparel — 0.9%
Deckers Outdoor Corp. (a)		8,274		625,266
Ralph Lauren Corp.		5,126		707,798
				1,333,064
Beverages — 2.1%
The Coca-Cola Co.		45,016		3,149,769
Biotechnology — 1.9%
Amgen, Inc.		33,676		2,162,336
Life Technologies Corp. (a)		15,390		598,825
				2,761,161
Chemicals — 1.0%
CF Industries Holdings, Inc.		5,319		771,148
The Sherwin-Williams Co.		8,751		781,202
				1,552,350
Coal — 0.5%
Walter Energy, Inc.		11,517		697,470
Commercial Services — 1.1%
Apollo Group, Inc. Class A (a)		30,477		1,641,796
Computers — 16.4%
Apple, Inc. (a)		20,567		8,329,635
Cognizant Technology Solutions Corp. Class A (a)		8,895		572,037
Dell, Inc. (a)		87,251		1,276,482
EMC Corp. (a)		200,571		4,320,299
International Business Machines Corp.		35,695		6,563,597
NetApp, Inc. (a)		40,603		1,472,671
Riverbed Technology, Inc. (a)		34,878		819,633
SanDisk Corp. (a)		24,084		1,185,174
				24,539,528
Diversified Financial — 1.0%
American Express Co.		31,392		1,480,761
Electronics — 1.2%
Waters Corp. (a)		24,782		1,835,107
Health Care – Products — 2.4%
Bruker Corp. (a)		41,689		517,778
Edwards Lifesciences Corp. (a)		9,396		664,297
Hologic, Inc. (a)		54,027		946,013
Intuitive Surgical, Inc. (a)		3,131		1,449,684
				3,577,772

	Number of Shares		Value
Health Care – Services — 1.7%
UnitedHealth Group, Inc.		49,791	$	2,523,408
Internet — 8.1%
Amazon.com, Inc. (a)		7,098		1,228,664
Check Point Software Technologies Ltd. (a)		25,527		1,341,188
eBay, Inc. (a)		67,579		2,049,671
F5 Networks, Inc. (a)		6,775		718,963
Google, Inc. Class A (a)		5,844		3,774,640
IAC/InterActiveCorp		42,996		1,831,630
Priceline.com, Inc. (a)		2,503		1,170,678
				12,115,434
Iron & Steel — 0.7%
Cliffs Natural Resources, Inc.		15,567		970,602
Machinery – Construction & Mining — 3.0%
Caterpillar, Inc.		35,634		3,228,441
Joy Global, Inc.		17,259		1,293,907
				4,522,348
Machinery – Diversified — 0.5%
Cummins, Inc.		8,179		719,916
Manufacturing — 5.3%
Dover Corp.		16,191		939,888
General Electric Co.		119,636		2,142,681
Honeywell International, Inc.		34,082		1,852,357
Parker Hannifin Corp.		23,562		1,796,602
Tyco International Ltd.		26,155		1,221,700
				7,953,228
Media — 1.8%
DIRECTV Class A (a)		19,723		843,355
News Corp. Class A		65,612		1,170,518
Sirius XM Radio, Inc. (a)		347,107		631,735
				2,645,608
Mining — 2.0%
Freeport-McMoRan Copper & Gold, Inc.		31,563		1,161,203
Rio Tinto PLC Sponsored ADR (United Kingdom)		18,009		881,000
Teck Resources Ltd. Class B		24,534		863,351
				2,905,554
Oil & Gas — 9.2%
Anadarko Petroleum Corp.		13,588		1,037,172
Canadian Natural Resources Ltd.		20,720		774,306
Diamond Offshore Drilling, Inc.		29,800		1,646,748
Exxon Mobil Corp.		81,996		6,949,981
Occidental Petroleum Corp.		24,327		2,279,440
Valero Energy Corp.		50,717		1,067,593
				13,755,240
Oil & Gas Services — 3.9%
Baker Hughes, Inc.		12,313		598,904

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

19

MML Fundamental Growth Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Cameron International Corp. (a)		23,492	$	1,155,572
Core Laboratories NV		11,849		1,350,194
National Oilwell Varco, Inc.		19,095		1,298,269
Oceaneering International, Inc.		30,679		1,415,222
				5,818,161
Pharmaceuticals — 2.4%
Abbott Laboratories		23,528		1,322,979
AmerisourceBergen Corp.		20,749		771,655
Cardinal Health, Inc.		21,819		886,070
Gilead Sciences, Inc. (a)		15,469		633,146
				3,613,850
Retail — 6.9%
Bed Bath & Beyond, Inc. (a)		14,488		839,869
The Buckle, Inc.		15,085		616,524
Coach, Inc.		22,083		1,347,946
Costco Wholesale Corp.		17,493		1,457,517
Lowe’s Cos., Inc.		36,119		916,700
Lululemon Athletica, Inc. (a)		6,534		304,876
PetSmart, Inc.		20,057		1,028,724
Ross Stores, Inc.		29,268		1,391,108
Starbucks Corp.		29,733		1,368,015
The TJX Cos., Inc.		16,881		1,089,669
				10,360,948
Semiconductors — 5.7%
Altera Corp.		89,162		3,307,910
Analog Devices, Inc.		30,189		1,080,162
Emulex Corp. (a)		81,054		556,031
Intersil Corp. Class A		58,984		615,793
QLogic Corp. (a)		100,977		1,514,655
Xilinx, Inc.		45,999		1,474,728
				8,549,279
Software — 7.9%
Autodesk, Inc. (a)		30,852		935,741
BMC Software, Inc. (a)		13,126		430,270
Citrix Systems, Inc. (a)		17,172		1,042,684
Microsoft Corp.		188,787		4,900,911
Oracle Corp.		145,983		3,744,464
Red Hat, Inc. (a)		18,394		759,488
				11,813,558
Telecommunications — 6.4%
Cisco Systems, Inc.		378,406		6,841,581
QUALCOMM, Inc.		48,459		2,650,707
				9,492,288
TOTAL COMMON STOCK (Cost $147,627,011)				146,905,343
TOTAL EQUITIES (Cost $147,627,011)				146,905,343
TOTAL LONG-TERM INVESTMENTS (Cost $147,627,011)				146,905,343

	Principal Amount		Value
SHORT-TERM INVESTMENTS — 1.6%
Repurchase Agreement — 1.6%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	2,372,368	$	2,372,368
TOTAL SHORT-TERM INVESTMENTS (Cost $2,372,368)				2,372,368
TOTAL INVESTMENTS — 100.0% (Cost $149,999,379) (c)				149,277,711
Other Assets/(Liabilities) — (0.0)%				(3,979	)
NET ASSETS — 100.0%			$	149,273,732

Notes to Portfolio of Investments

ADR American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $2,372,371. Collateralized by U.S. Government Agency obligations with a rate of 3.500%, maturity date of 11/25/38, and an aggregate market value, including accrued interest, of $2,422,549.

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

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

20

MML Fundamental Value Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 97.1%
COMMON STOCK — 97.1%
Aerospace & Defense — 1.1%
The Boeing Co.		25,460	$	1,867,491
Agriculture — 2.0%
Archer-Daniels-Midland Co.		29,550		845,130
Philip Morris International, Inc.		34,240		2,687,155
				3,532,285
Auto Manufacturers — 1.1%
General Motors Co. (a)		27,560		558,641
Paccar, Inc.		34,770		1,302,832
				1,861,473
Automotive & Parts — 0.5%
The Goodyear Tire & Rubber Co. (a)		57,240		811,091
Banks — 7.4%
Bank of America Corp.		169,940		944,866
PNC Financial Services Group, Inc.		58,690		3,384,652
U.S. Bancorp		108,270		2,928,704
Wells Fargo & Co.		201,890		5,564,089
				12,822,311
Beverages — 2.3%
Anheuser-Busch InBev NV Sponsored ADR (Belgium)		31,150		1,899,839
PepsiCo, Inc.		30,740		2,039,599
				3,939,438
Biotechnology — 1.3%
Amgen, Inc.		36,370		2,335,318
Chemicals — 3.9%
CF Industries Holdings, Inc.		8,990		1,303,370
The Dow Chemical Co.		79,650		2,290,734
E.I. du Pont de Nemours & Co.		34,330		1,571,627
The Mosaic Co.		30,050		1,515,422
				6,681,153
Computers — 0.6%
Hewlett-Packard Co.		43,770		1,127,515
Diversified Financial — 6.0%
Ameriprise Financial, Inc.		7,100		352,444
BlackRock, Inc.		13,870		2,472,189
Credit Suisse Group Sponsored ADR (Switzerland)		40,680		955,166
The Goldman Sachs Group, Inc.		20,970		1,896,317
JP Morgan Chase & Co.		139,080		4,624,410
				10,300,526
Electric — 3.4%
Edison International		37,890		1,568,646
Entergy Corp.		22,590		1,650,200
NextEra Energy, Inc.		15,340		933,899

	Number of Shares		Value
Northeast Utilities		46,460	$	1,675,812
				5,828,557
Foods — 2.5%
General Mills, Inc.		37,020		1,495,978
Kraft Foods, Inc. Class A		55,310		2,066,381
Sysco Corp.		23,690		694,828
				4,257,187
Hand & Machine Tools — 1.7%
Stanley Black & Decker, Inc.		43,760		2,958,176
Health Care – Products — 3.9%
Baxter International, Inc.		30,660		1,517,057
Covidien PLC		43,820		1,972,338
Johnson & Johnson		34,410		2,256,608
Zimmer Holdings, Inc. (a)		17,850		953,547
				6,699,550
Health Care – Services — 2.2%
HCA Holdings, Inc. (a)		43,985		968,989
UnitedHealth Group, Inc.		54,510		2,762,567
				3,731,556
Insurance — 7.5%
ACE Ltd.		57,040		3,999,644
The Chubb Corp.		35,940		2,487,767
Marsh & McLennan Cos., Inc.		94,790		2,997,260
Principal Financial Group, Inc.		47,740		1,174,404
Swiss Re Ltd. (a)		24,136		1,229,213
Unum Group		48,740		1,026,952
				12,915,240
Iron & Steel — 1.4%
Nucor Corp.		21,920		867,374
Steel Dynamics, Inc.		112,650		1,481,348
				2,348,722
Machinery – Construction & Mining — 1.0%
Ingersoll-Rand PLC		57,070		1,738,923
Manufacturing — 6.1%
3M Co.		19,450		1,589,648
General Electric Co.		249,380		4,466,396
Illinois Tool Works, Inc.		35,980		1,680,626
Tyco International Ltd.		60,890		2,844,172
				10,580,842
Media — 2.5%
CBS Corp. Class B		33,230		901,862
Comcast Corp. Class A		143,240		3,396,221
				4,298,083
Oil & Gas — 11.8%
Apache Corp.		14,940		1,353,265
Chevron Corp.		57,450		6,112,680
EOG Resources, Inc.		11,460		1,128,925

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

21

MML Fundamental Value Fund – Portfolio of Investments (Continued)

	Number of Shares		Value
Exxon Mobil Corp.		31,100	$	2,636,036
Marathon Oil Corp.		47,740		1,397,350
Noble Corp. (a)		40,700		1,229,954
Occidental Petroleum Corp.		38,570		3,614,009
Royal Dutch Shell PLC B Shares Sponsored ADR (United Kingdom)		25,110		1,908,611
Southwestern Energy Co. (a)		32,750		1,046,035
				20,426,865
Oil & Gas Services — 1.0%
Baker Hughes, Inc.		34,450		1,675,648
Packaging & Containers — 0.5%
Rexam PLC Sponsored ADR (United Kingdom)		29,810		812,323
Pharmaceuticals — 7.3%
Abbott Laboratories		28,720		1,614,926
Merck & Co., Inc.		104,190		3,927,963
Pfizer, Inc.		240,010		5,193,816
Teva Pharmaceutical Industries Ltd. Sponsored ADR (Israel)		45,220		1,825,079
				12,561,784
Retail — 6.0%
CVS Caremark Corp.		62,620		2,553,643
The Home Depot, Inc.		51,000		2,144,040
Kohl’s Corp.		44,420		2,192,127
Lowe’s Cos., Inc.		42,700		1,083,726
Nordstrom, Inc.		31,470		1,564,374
Staples, Inc.		63,310		879,376
				10,417,286
Semiconductors — 5.1%
Analog Devices, Inc.		48,840		1,747,495
Intel Corp.		157,570		3,821,073
Maxim Integrated Products, Inc.		50,460		1,313,978
Xilinx, Inc.		61,550		1,973,293
				8,855,839
Software — 1.3%
Microsoft Corp.		90,160		2,340,554
Telecommunications — 4.7%
AT&T, Inc.		176,190		5,327,986
Cisco Systems, Inc.		153,730		2,779,438
				8,107,424
Toys, Games & Hobbies — 1.0%
Mattel, Inc.		62,790		1,743,050
TOTAL COMMON STOCK (Cost $161,799,316)				167,576,210
TOTAL EQUITIES (Cost $161,799,316)				167,576,210
TOTAL LONG-TERM INVESTMENTS (Cost $161,799,316)				167,576,210

	Principal Amount		Value
SHORT-TERM INVESTMENTS — 2.8%
Repurchase Agreement — 2.8%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (b)	$	4,841,248	$	4,841,248
TOTAL SHORT-TERM INVESTMENTS (Cost $4,841,248)				4,841,248
TOTAL INVESTMENTS — 99.9% (Cost $166,640,564) (c)				172,417,458
Other Assets/(Liabilities) — 0.1%				227,610
NET ASSETS — 100.0%			$	172,645,068

Notes to Portfolio of Investments

ADR American Depositary Receipt

(a) Non-income producing security.

(b) Maturity value of $4,841,253. Collateralized by U.S. Government Agency obligations with a rate of 3.500%, maturity date of 11/25/38, and an aggregate market value, including accrued interest, of $4,938,820.

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

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

22

MML PIMCO Total Return Fund – Portfolio of Investments

December 31, 2011

	Number of Shares		Value
EQUITIES — 0.4%
PREFERRED STOCK — 0.4%
Savings & Loans — 0.4%
GMAC Capital Trust I 8.125% 2/15/40		44,000	$	850,960
TOTAL PREFERRED STOCK (Cost $1,100,000)				850,960
TOTAL EQUITIES (Cost $1,100,000)				850,960
	Principal Amount
BONDS & NOTES — 116.9%
BANK LOANS — 0.4%
Diversified Financial — 0.4%
AGFS Funding Co. Term Loan FRN 5.500% 5/10/17	$	1,000,000		866,900
TOTAL BANK LOANS (Cost $995,000)				866,900
CORPORATE DEBT — 34.2%
Agriculture — 0.0%
Altria Group, Inc. 7.750% 2/06/14		100,000		112,999
Auto Manufacturers — 0.4%
Daimler Finance NA LLC FRN (a) 1.742% 9/13/13		200,000		197,430
Volkswagen International Finance NV FRN (a) 0.824% 10/01/12		600,000		599,391
				796,821
Banks — 7.6%
Banco Santander Brasil SA (a) 4.250% 1/14/16		800,000		760,000
Bank of America Corp. FRN 1.848% 1/30/14		500,000		451,411
Bank of India 6.250% 2/16/21		500,000		477,582
Bank of Nova Scotia (a) 1.650% 10/29/15		100,000		99,879
BBVA Bancomer SA (a) 6.500% 3/10/21		1,000,000		963,750
BBVA US Senior SA FRN 2.585% 5/16/14		800,000		743,470
BNP Paribas 5.000% 1/15/21		200,000		192,499
BNP Paribas SA FRN 1.291% 1/10/14		500,000		461,131

	Principal Amount		Value
Cie de Financement Foncier (a) 2.125% 4/22/13	$	1,000,000	$	989,262
Export-Import Bank of Korea SGD (a) (b) 1.050% 3/03/12		300,000		231,233
GMAC, Inc. 7.500% 12/31/13		100,000		102,750
HBOS PLC FRN EUR (b) 2.071% 3/29/16		2,100,000		2,043,880
HBOS PLC (a) 6.750% 5/21/18		100,000		80,179
HSBC Bank PLC (a) 2.000% 1/19/14		100,000		98,497
ICICI Bank Ltd. (a) 4.750% 11/25/16		900,000		855,127
ICICI Bank Ltd. (a) 5.750% 11/16/20		200,000		184,006
ING Bank NV FRN (a) 1.596% 3/15/13		1,100,000		1,074,383
Intesa Sanpaolo SpA FRN (a) 2.906% 2/24/14		200,000		176,089
Intesa Sanpaolo SpA (a) 6.500% 2/24/21		800,000		656,566
Lloyds TSB Bank PLC 4.875% 1/21/16		200,000		194,917
The Royal Bank of Scotland PLC 4.375% 3/16/16		500,000		476,996
The Royal Bank of Scotland PLC EUR (b) 6.934% 4/09/18		100,000		103,143
The Royal Bank of Scotland PLC (Acquired 3/10/11, Cost $87,548) FRN CAD (b) (c) 1.999% 3/30/15		100,000		77,269
Santander Issuances SA Unipersonal VRN GBP (b) 7.300% 7/27/19		2,500,000		3,242,020
Santander US Debt SA Unipersonal (a) 2.991% 10/07/13		200,000		191,203
Sberbank of Russia Via SB Capital SA 5.499% 7/07/15		800,000		808,000
State Bank of India 4.500% 10/23/14		200,000		197,770
State Bank of India (a) 4.500% 7/27/15		300,000		296,727
Turkiye Garanti Bankasi AS FRN (a) 2.909% 4/20/16		200,000		180,000
US Bank NA VRN EUR (b) 4.375% 2/28/17		700,000		838,027
				17,247,766

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

23

MML PIMCO Total Return Fund – Portfolio of Investments (Continued)

	Principal Amount		Value
Beverages — 0.4%
Anheuser-Busch InBev Worldwide, Inc. FRN 0.972% 1/27/14	$	500,000	$	500,931
Pernod-Ricard SA (a) 5.750% 4/07/21		300,000		338,460
				839,391
Building Materials — 0.1%
Corporacion GEO SAB de CV (a) 8.875% 9/25/14		200,000		195,000
Chemicals — 1.0%
Braskem Finance Ltd. (a) 5.750% 4/15/21		800,000		794,000
Braskem Finance Ltd. (a) 7.000% 5/07/20		1,000,000		1,067,500
Braskem Finance Ltd. (a) 7.250% 6/05/18		400,000		442,000
Lyondell Chemical Co. 8.000% 11/01/17		54,000		58,995
				2,362,495
Coal — 0.1%
Arch Western Finance LLC 6.750% 7/01/13		200,000		201,000
Commercial Services — 0.6%
Massachusetts Institute of Technology 5.600% 7/01/11		1,000,000		1,375,630
Computers — 0.3%
Hewlett-Packard Co. FRN 0.786% 5/24/13		800,000		792,126
Diversified Financial — 11.1%
Ally Financial, Inc. FRN 3.649% 2/11/14		1,100,000		1,039,643
Ally Financial, Inc. FRN 3.963% 6/20/14		2,100,000		1,963,836
Ally Financial, Inc. 7.500% 9/15/20		1,000,000		1,010,000
American Express Credit Corp. 5.875% 5/02/13		595,000		625,437
American General Finance Corp. EUR (b) 4.125% 11/29/13		1,500,000		1,540,260
Banque PSA Finance FRN (a) 2.274% 4/04/14		300,000		277,808
CIT Group, Inc. 7.000% 5/01/15		200,000		200,400
Citigroup, Inc. FRN 1.307% 2/15/13		100,000		98,136
Citigroup, Inc. FRN 1.847% 1/13/14		200,000		194,492

	Principal Amount		Value
Countrywide Financial Corp. 5.800% 6/07/12	$	700,000	$	701,473
Credit Agricole Home Loan FRN (a) 1.161% 7/21/14		600,000		576,433
Federal Home Loan Mortgage Corp. 2.000% 8/25/16		500,000		520,191
Federal Home Loan Mortgage Corp. 2.500% 5/27/16		500,000		531,489
Federal Home Loan Mortgage Corp. 4.875% 6/13/18		500,000		603,380
Ford Motor Credit Co. FRN 3.147% 1/13/12		200,000		200,116
Ford Motor Credit Co. 5.625% 9/15/15		1,000,000		1,034,949
Ford Motor Credit Co. 7.000% 10/01/13		100,000		106,033
Ford Motor Credit Co. LLC 7.000% 4/15/15		200,000		215,000
The Goldman Sachs Group, Inc. 7.500% 2/15/19		1,200,000		1,325,291
HSBC Holdings PLC 5.100% 4/05/21		1,800,000		1,912,668
Hyundai Capital Services, Inc. (a) 4.375% 7/27/16		300,000		305,958
International Lease Finance Corp. (a) 6.750% 9/01/16		600,000		615,000
Macquarie Bank Ltd. (a) 6.625% 4/07/21		1,800,000		1,659,523
Merrill Lynch & Co., Inc. EUR (b) 4.875% 5/30/14		600,000		739,742
Merrill Lynch & Co., Inc. 5.450% 2/05/13		100,000		100,727
Merrill Lynch & Co., Inc. 5.571% 10/04/12		900,000		900,090
Morgan Stanley FRN 2.952% 5/14/13		100,000		96,022
Morgan Stanley, Series F 6.625% 4/01/18		800,000		789,954
SLM Corp. 5.000% 10/01/13		900,000		900,000
SLM Corp. 5.050% 11/14/14		4,300,000		4,241,090
SLM Corp. 8.450% 6/15/18		100,000		103,000
				25,128,141
Electric — 1.0%
Comision Federal de Electricidad (a) 4.875% 5/26/21		1,200,000		1,236,000
Duquesne Light Holdings, Inc. (a) 6.400% 9/15/20		100,000		106,337
Entergy Corp. 3.625% 9/15/15		100,000		101,509

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

24

MML PIMCO Total Return Fund – Portfolio of Investments (Continued)

	Principal Amount		Value
Korea Electric Power Corp. (a) 3.000% 10/05/15	$	200,000	$	200,432
Korea Hydro & Nuclear Power Co. Ltd. (a) 3.125% 9/16/15		100,000		100,126
Majapahit Holdings BV (d) 7.250% 6/28/17		100,000		111,730
Majapahit Holdings BV (d) 7.750% 10/17/16		200,000		224,500
NRG Energy, Inc. 8.250% 9/01/20		100,000		100,500
				2,181,134
Forest Products & Paper — 0.6%
Celulosa Arauco y Constitucion SA (e) 5.000% 1/21/21		100,000		103,883
MeadWestvaco Corp. 6.850% 4/01/12		1,339,000		1,350,371
				1,454,254
Holding Company – Diversified — 0.7%
Hutchison Whampoa International Ltd. (a) 6.500% 2/13/13		1,000,000		1,045,097
Noble Group Ltd. (a) 6.625% 8/05/20		200,000		170,000
Noble Group Ltd. (a) 6.750% 1/29/20		300,000		258,000
Noble Group Ltd. (d) 6.750% 1/29/20		100,000		86,000
				1,559,097
Insurance — 1.8%
American International Group, Inc. 6.250% 3/15/87		1,600,000		1,158,000
American International Group, Inc. 6.400% 12/15/20		700,000		706,461
American International Group, Inc. VRN 8.175% 5/15/68		1,000,000		890,000
MetLife Institutional Funding II FRN (a) 1.274% 4/04/14		1,300,000		1,297,122
				4,051,583
Iron & Steel — 0.7%
CSN Resources SA (a) 6.500% 7/21/20		400,000		418,000
Gerdau Holdings, Inc. (a) 7.000% 1/20/20		600,000		633,000
Gerdau Trade, Inc. (a) 5.750% 1/30/21		500,000		496,250
				1,547,250
Machinery – Construction & Mining — 0.3%
Caterpillar, Inc. FRN 0.649% 5/21/13		700,000		700,914

	Principal Amount		Value
Media — 0.5%
COX Communications, Inc. 7.125% 10/01/12	$	1,000,000	$	1,047,053
Multi-National — 0.1%
European Investment Bank EUR (b) 4.625% 4/15/20		100,000		145,901
Oil & Gas — 1.2%
Ecopetrol SA 7.625% 7/23/19		200,000		241,000
Indian Oil Corp. Ltd. 4.750% 1/22/15		500,000		502,106
Petrobras International Finance Co. 5.375% 1/27/21		400,000		420,240
Petrobras International Finance Co. 5.750% 1/20/20		400,000		428,048
Petrobras International Finance Co. 8.375% 12/10/18		200,000		243,000
Petroleos Mexicanos 6.500% 6/02/41		700,000		787,500
Transocean, Inc. 4.950% 11/15/15		100,000		102,115
				2,724,009
Pipelines — 0.1%
NGPL PipeCo LLC (a) 6.514% 12/15/12		300,000		303,043
Real Estate — 0.1%
Qatari Diar Finance QSC (d) 5.000% 7/21/20		200,000		213,000
Savings & Loans — 0.3%
Fibria Overseas Finance Ltd. (a) 7.500% 5/04/20		300,000		293,250
Odebrecht Drilling Norbe VIII/IX Ltd. (a) 6.350% 6/30/21		392,000		403,760
				697,010
Telecommunications — 4.7%
BellSouth Corp. (a) 4.463% 4/26/21		2,500,000		2,527,693
Deutsche Telekom International Finance BV GBP (b) 6.500% 4/08/22		1,500,000		2,733,971
France Telecom SA 4.375% 7/08/14		5,000,000		5,281,595
				10,543,259
Transportation — 0.5%
Asciano Finance (a) 5.000% 4/07/18		1,200,000		1,203,296
TOTAL CORPORATE DEBT (Cost $80,542,613)				77,422,172

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

25

MML PIMCO Total Return Fund – Portfolio of Investments (Continued)

	Principal Amount		Value
MUNICIPAL OBLIGATIONS — 3.6%
Bay Area Toll Authority BAB 6.793% 4/01/30	$	800,000	$	949,608
Bay Area Toll Authority BAB 7.043% 4/01/50		1,800,000		2,368,332
Buckeye Tobacco Settlement Financing Authority 5.875% 6/01/47		100,000		71,648
Los Angeles Community College District BAB 6.600% 8/01/42		1,000,000		1,268,870
Los Angeles Community College District BAB 6.750% 8/01/49		1,200,000		1,528,608
San Diego County Regional Airport Authority BAB 6.628% 7/01/40		1,300,000		1,390,740
State of California BAB 5.700% 11/01/21		500,000		545,845
				8,123,651
TOTAL MUNICIPAL OBLIGATIONS (Cost $6,891,530)				8,123,651
NON-U.S. GOVERNMENT AGENCY OBLIGATIONS — 9.7%
Automobile ABS — 0.2%
Auto Compartiment, Series 2007-2, Class A FRN EUR (b) (d) 1.725% 10/25/20		265,304		337,621
Commercial MBS — 3.2%
Banc of America Large Loan, Inc., Series 2010-HLTN, Class HLTN FRN (a) 2.028% 11/15/15		191,065		172,640
Banc of America Large Loan, Inc., Series 2009-UB2, Class A4AA VRN (a) 5.670% 2/24/51		900,000		985,783
Bear Stearns Commercial Mortgage Securities, Series 2007-PW16, Class A2 VRN 5.662% 6/11/40		1,219,882		1,239,795
Eclipse Ltd., Series 2007-1X, Class A FRN GBP (b) (d) 1.154% 1/25/20		978,862		1,290,589
European Loan Conduit, Series 25A, Class A FRN (a) 1.612% 5/15/19		490,202		523,110
Extended Stay America Trust, Series 2010-ESHA, Class A (a) 2.950% 11/05/27		293,992		294,504

	Principal Amount		Value
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2010-C2, Class A3 (a) 4.069% 11/15/43	$	100,000	$	105,171
Morgan Stanley Reremic Trust, Series 2010-GG10, Class A4A VRN (a) 5.790% 8/15/45		1,500,000		1,673,755
Titan Europe PLC, Series 2007-3X, Class A1 FRN GBP (b) (d) 1.261% 10/23/16		778,862		1,020,582
				7,305,929
Credit Card ABS — 2.1%
Citibank Omni Master Trust, Series 2009-A8, Class A8 FRN (a) 2.378% 5/16/16		4,000,000		4,021,771
Citibank Omni Master Trust, Series 2009-A14A, Class A14 FRN (a) 3.028% 8/15/18		600,000		630,527
				4,652,298
Other ABS — 1.0%
Duane Street CLO, Series 2005-1A, Class A FRN (a) 0.687% 11/08/17		1,746,676		1,689,511
Hillmark Funding, Series 2006-1A, Class A1 FRN (a) 0.729% 5/21/21		500,000		462,594
Wind River CLO Ltd., Series 2004-1A, Class A1 FRN (a) 0.889% 12/19/16		198,002		190,249
				2,342,354
Student Loans ABS — 0.0%
SLM Student Loan Trust, Series 2009-C, Class A FRN (a) 4.500% 11/16/43		92,904		87,490
WL Collateral CMO — 3.2%
Chase Mortgage Finance Corp., Series 2006-A1, Class 4A1 FRN 5.890% 9/25/36		121,793		104,167
Citigroup Mortgage Loan Trust, Inc., Series 2005-11, Class A2A FRN 2.580% 10/25/35		814,911		667,308
Granite Master Issuer PLC, Series 2005-2, Class A6 FRN 0.544% 12/20/54		282,453		269,490
Granite Master Issuer PLC, Series 2006-3, Class A5 FRN 1.247% 12/20/54		706,753		872,631
Granite Master Issuer PLC, Series 2006-1X, Class A6 FRN EUR (b) (d) 1.337% 12/20/54		332,589		410,645

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

26

MML PIMCO Total Return Fund – Portfolio of Investments (Continued)

	Principal Amount		Value
Granite Master Issuer PLC, Series 2005-2, Class A5 FRN EUR (b) (d) 1.417% 12/20/54	$	282,453	$	348,741
Granite Mortgages PLC, Series 2004-3, Class 3A1 FRN GBP (b) (d) 1.429% 9/20/44		356,988		531,221
Granite Mortgages PLC, Series 2004-3, Class 3A2 FRN GBP (b) (d) 1.450% 9/20/44		107,096		159,366
Granite Mortgages PLC, Series 2003-3, Class 2A FRN EUR (b) (d) 1.959% 1/20/44		13,233		16,413
GSR Mortgage Loan Trust, Series 2005-AR6, Class 1A1 FRN 2.722% 9/25/35		844,631		730,256
Nomura Asset Acceptance Corp., Series 2004-R3, Class A1 (a) 6.500% 2/25/35		1,388,412		1,398,674
Structured Asset Securities Corp., Series 2005-16, Class 1A2 5.500% 9/25/35		1,700,000		1,509,410
Thornburg Mortgage Securities Trust, Series 2007-2, Class A1 FRN 0.397% 6/25/37		139,277		136,836
				7,155,158
TOTAL NON-U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $22,580,121)				21,880,850
SOVEREIGN DEBT OBLIGATIONS — 5.2%
Banco Nacional de Desenvolvimento Economico e Social EUR (a) (b) 4.125% 9/15/17		100,000		126,901
Canada Government Bond CAD (b) 2.750% 9/01/16		200,000		209,374
Canada Government Bond CAD (b) 3.250% 6/01/21		500,000		545,669
Canada Government Bond CAD (b) 3.750% 6/01/19		300,000		336,960
Canada Government Bond CAD (b) 4.250% 6/01/18		200,000		229,094
Canada Housing Trust No 1 CAD (a) (b) 3.350% 12/15/20		200,000		212,225
Canada Housing Trust No 1 CAD (a) (b) 3.750% 3/15/20		100,000		109,269
Canada Housing Trust No 1 CAD (a) (b) 3.800% 6/15/21		100,000		109,713
Indonesia Government International Bond (d) 7.250% 4/20/15		100,000		113,250

	Principal Amount		Value
Instituto de Credito Oficial FRN EUR (b) (d) 3.154% 3/25/14	$	300,000	$	362,893
Italy Buoni Poliennali Del Tesoro EUR (b) 2.100% 9/15/16		103,566		116,374
Korea Finance Corp. 3.250% 9/20/16		100,000		98,330
Korea Housing Finance Corp. (d) 4.125% 12/15/15		400,000		413,041
Mexican Bonos MXN (b) 6.000% 6/18/15		800,000		58,707
Province of Ontario Canada 1.375% 1/27/14		200,000		202,094
Province of Ontario Canada 1.600% 9/21/16		3,300,000		3,289,839
Province of Ontario Canada CAD (b) 4.000% 6/02/21		1,900,000		2,048,233
Province of Ontario Canada CAD (b) 4.250% 12/01/21		1,800,000		1,963,754
Province of Ontario Canada CAD (b) 4.500% 12/01/20		500,000		556,123
Republic of Indonesia (d) 7.500% 1/15/16		100,000		115,750
Russia Government International Bond STEP (d) 7.500% 3/31/30		584,500		678,751
				11,896,344
TOTAL SOVEREIGN DEBT OBLIGATIONS (Cost $11,929,805)				11,896,344
U.S. GOVERNMENT AGENCY OBLIGATIONS AND INSTRUMENTALITIES — 38.1%
Pass-Through Securities — 38.1%
Federal National Mortgage Association Pool #AE0215 4.000% 12/01/39		962,800		1,011,166
Pool #AE4290 4.000% 9/01/40		4,828,668		5,071,233
Pool #AE1807 4.000% 10/01/40		26,229		27,547
Pool #AH1267 4.000% 11/01/40		961,508		1,009,809
Pool #AE4680 4.000% 11/01/40		983,003		1,032,383
Pool #AE6921 4.000% 11/01/40		481,485		505,672
Pool #AH0599 4.000% 12/01/40		576,345		605,297
Pool #AH1098 4.000% 12/01/40		756,373		794,369

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

27

MML PIMCO Total Return Fund – Portfolio of Investments (Continued)

	Principal Amount		Value
Pool #932850 4.000% 12/01/40	$	936,378	$	983,416
Pool #MA0583 4.000% 12/01/40		1,420,469		1,491,826
Pool #AH1560 4.000% 1/01/41		387,696		407,171
Pool #AE7266 4.000% 1/01/41		220,773		231,863
Pool #AH6234 4.000% 3/01/41		150,226		157,772
Pool #MA0775 4.000% 6/01/41		292,912		307,626
Pool #AI5065 4.000% 7/01/41		845,562		888,039
Pool #AI8873 4.000% 8/01/41		496,729		522,070
Pool #AI8985 4.000% 8/01/41		495,139		520,012
Pool #AI7920 4.000% 8/01/41		24,420		25,647
Pool #AB3575 4.000% 9/01/41		1,929,110		2,027,524
Pool #MA0531 4.500% 8/01/20		94,397		100,555
Pool #AB0554 4.500% 4/01/24		798,881		850,996
Pool #930858 4.500% 4/01/24		165,150		175,923
Pool #931412 4.500% 6/01/24		662,924		706,169
Pool #932561 4.500% 2/01/25		106,722		113,684
Pool #930997 4.500% 4/01/29		3,999,998		4,260,935
Pool #AA0856 4.500% 1/01/39		55,201		58,695
Pool #AA1747 4.500% 1/01/39		142,894		151,936
Pool #AA0466 4.500% 2/01/39		281,815		299,649
Pool #AA5780 4.500% 4/01/39		916,441		974,434
Pool #AA4603 4.500% 4/01/39		726,879		772,877
Pool #931504 4.500% 7/01/39		363,191		387,309
Pool #AC1095 4.500% 7/01/39		794,961		847,751
Pool #932277 4.500% 12/01/39		313,620		336,113
Pool #AE2265 4.500% 3/01/40		422,386		449,115
Pool #AB1389 4.500% 8/01/40		89,530		95,195

	Principal Amount		Value
Pool #AE3461 4.500% 10/01/40	$	942,230	$	1,001,856
Pool #AH1275 4.500% 1/01/41		2,129,168		2,263,905
Pool #AH5583 4.500% 2/01/41		28,354		30,149
Pool #AH4108 4.500% 3/01/41		964,969		1,026,033
Pool #AH7801 4.500% 3/01/41		890,995		950,441
Pool #AH8594 4.500% 3/01/41		394,014		418,948
Pool #AL0160 4.500% 5/01/41		1,848,009		1,964,953
Pool #AI0788 4.500% 6/01/41		959,266		1,020,269
Pool #AE5631 4.500% 6/01/41		399,486		424,891
Pool #AI7439 4.500% 7/01/41		963,748		1,025,036
Pool #899622 5.500% 7/01/37		376,844		409,745
Pool #983284 5.500% 5/01/38		1,846,399		2,007,599
Federal National Mortgage Association TBA Pool #1312 3.000% 7/01/26 (f)		4,000,000		4,117,969
Pool #1438 3.500% 11/01/25 (f)		2,000,000		2,091,250
Pool #4992 4.000% 3/01/40 (f)		3,000,000		3,150,938
Pool #12651 4.500% 5/01/39 (f)		23,000,000		24,478,829
Pool #26443 5.000% 10/01/36 (f)		11,000,000		11,885,157
				86,469,746
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS AND INSTRUMENTALITIES (Cost $85,529,308)				86,469,746
U.S. TREASURY OBLIGATIONS — 25.7%
U.S. Treasury Bonds & Notes — 25.7%
U.S. Treasury Inflation Index 0.625% 7/15/21		1,105,137		1,183,360
U.S. Treasury Inflation Index 2.000% 1/15/26		114,087		140,363
U.S. Treasury Inflation Index (g) 2.375% 1/15/27		2,021,112		2,610,582
U.S. Treasury Note 0.250% 12/15/14		1,100,000		1,096,433

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

28

MML PIMCO Total Return Fund – Portfolio of Investments (Continued)

	Principal Amount		Value
U.S. Treasury Note (f) 0.750% 12/31/16	$	4,200,000	$	4,207,711
U.S. Treasury Note (f) 1.375% 12/31/18		400,000		400,766
U.S. Treasury Note 1.375% 11/30/18		10,700,000		10,738,035
U.S. Treasury Note 2.000% 11/15/21		100,000		101,148
U.S. Treasury Note 2.625% 8/15/20		3,700,000		3,991,086
U.S. Treasury Note 2.625% 11/15/20		3,300,000		3,553,301
U.S. Treasury Note (h) 3.000% 2/28/17		8,200,000		9,069,969
U.S. Treasury Note 3.125% 5/15/21		600,000		670,008
U.S. Treasury Note 3.375% 11/15/19		300,000		342,058
U.S. Treasury Note 3.500% 5/15/20		1,300,000		1,495,762
U.S. Treasury Note 3.625% 2/15/20		2,300,000		2,667,820
U.S. Treasury Note (g) (h) 3.625% 2/15/21		13,800,000		16,023,633
				58,292,035
TOTAL U.S. TREASURY OBLIGATIONS (Cost $57,085,535)				58,292,035
TOTAL BONDS & NOTES (Cost $265,553,912)				264,951,698
	Units
PURCHASED OPTIONS — 0.0%
Interest Rate Swaptions — 0.0%
Interest Rate Swaption USD 1 Year Call, Expires 4/30/12 Strike 1.25		2,900,000		15,580
Interest Rate Swaption USD 1 Year Call, Expires 4/30/12 Strike 1.25		7,800,000		41,906
				57,486
TOTAL PURCHASED OPTIONS (Cost $40,597)				57,486
TOTAL LONG-TERM INVESTMENTS (Cost $266,694,509)				265,860,144

	Principal Amount		Value
SHORT-TERM INVESTMENTS — 4.5%
Commercial Paper — 3.8%
Itau Unibanco SA 0.010% 2/06/12	$	1,600,000	$	1,597,403
Itau Unibanco SA 1.520% 1/04/12		300,000		299,962
Kells Funding LLC (a) 0.470% 1/27/12		6,700,000		6,697,726
				8,595,091
Repurchase Agreement — 0.4%
State Street Bank & Trust Co. Repurchase Agreement, dated 12/30/11, 0.010%, due 1/03/12 (i)		909,235		909,235
U.S. Treasury Bills — 0.3%
U.S. Treasury Bill (h) 0.060% 5/24/12		260,000		259,937
U.S. Treasury Bill (h) 0.072% 5/31/12		262,000		261,955
U.S. Treasury Bill (h) 0.229% 4/05/12		260,000		259,983
				781,875
TOTAL SHORT-TERM INVESTMENTS (Cost $10,286,201)				10,286,201
TOTAL INVESTMENTS — 121.8% (Cost $276,980,710) (j)				276,146,345
Other Assets/(Liabilities) — (21.8)%				(49,483,011	)
NET ASSETS — 100.0%			$	226,663,334

Notes to Portfolio of Investments

ABS Asset-Backed Security

BAB Build America Bonds

CAD Canadian Dollar

CLO Collateralized Loan Obligation

CMO Collateralized Mortgage Obligation

EUR Euro

FRN Floating Rate Note

GBP British Pound

MBS Mortgage-Backed Security

MXN Mexican Peso

SGD Singapore Dollar

STEP Step Up Bond

TBA To Be Announced

VRN Variable Rate Note

WL Whole Loan

(a) 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, 2011, these securities amounted to a value of $44,088,423 or 19.45% of net assets.

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

29

MML PIMCO Total Return Fund – Portfolio of Investments (Continued)

Notes to Portfolio of Investments (Continued)

(b) The principal amount of the security is in foreign currency. The market value is in U.S. dollars.

(c) Restricted security. Certain securities are restricted as to resale. At December 31, 2011, these securities amounted to a value of $77,269 or 0.03% of net assets. The Funds generally bear the costs, if any, associated with the disposition of restricted securities.

(d) Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. At December 31, 2011, these securities amounted to a value of $6,434,093 or 2.84% of net assets.

(e) All or a portion of this security is held as collateral for open reverse repurchase agreements. (Note 2).

(f) A portion of this security is purchased on a when-issued, delayed-delivery or forward commitment basis. (Note 2).

(g) A portion of this security is held as collateral for open futures contracts. (Note 2).

(h) All or a portion of this security is held as collateral for open swap agreements and written options outstanding. (Note 2).

(i) Maturity value of $909,236. Collateralized by U.S. Government Agency obligations with a rate of 4.000%, maturity date of 4/01/25, and an aggregate market value, including accrued interest, of $928,441.

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

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

30

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MML Series Investment Fund – Financial Statements

Statements of Assets and Liabilities

December 31, 2011

	MML Focused Equity Fund			MML Fundamental Growth Fund			MML Fundamental Value Fund		MML PIMCO Total Return Fund
Assets:
Investments, at value (Note 2) (a)	$	104,833,630		$	146,905,343		$	167,576,210	$	265,860,144
Short-term investments, at value (Note 2) (b)		6,765,166			2,372,368			4,841,248		10,286,201
Total investments		111,598,796			149,277,711			172,417,458		276,146,345
Foreign currency, at value (c)		-			-			-		180,893
Receivables from:
Investments sold		-			-			-		5,162,363
Investments sold on a when-issued basis (Note 2)		-			-			-		4,115,000
Open forward foreign currency contracts (Note 2)		-			-			-		1,140,521
Investment adviser (Note 3)		47,332			52,715			-		6,732
Fund shares sold		-			-			67,586		137,791
Broker for collateral held for open swap agreements (Note 2)		-			-			-		23,000
Variation margin on open derivative instruments (Note 2)		-			-			-		110,032
Interest and dividends		46,004			73,835			315,940		2,042,909
Foreign taxes withheld		-			-			3,936		-
Open swap agreements, at value (Note 2)		-			-			-		762,836
Total assets		111,692,132			149,404,261			172,804,920		289,828,422
Liabilities:
Payables for:
Investments purchased		1,034,602			-			-		5,960,008
Written options outstanding, at value (Note 2) (d)		-			-			-		25,671
Reverse repurchase agreements (Note 2)		-			-			-		108,150
Open forward foreign currency contracts (Note 2)		-			-			-		461,474
Fund shares repurchased		-			-			4,248		5,705
Investments purchased on a when-issued basis (Note 2)		-			-			-		54,074,509
Variation margin on open derivative instruments (Note 2)		-			-			-		168
Interest and dividends		-			-			-		18,955
Open swap agreements, at value (Note 2)		-			-			-		1,479,311
Trustees’ fees and expenses (Note 3)		967			1,318			6,047		7,718
Collateral held for open swap agreements (Note 2)		-			-			-		820,000
Affiliates (Note 3):
Investment management fees		51,829			65,778			95,728		95,066
Administration fees		6,911			9,397			14,399		19,013
Accrued expense and other liabilities		47,759			54,036			39,430		89,340
Total liabilities		1,142,068			130,529			159,852		63,165,088
Net assets	$	110,550,064		$	149,273,732		$	172,645,068	$	226,663,334
Net assets consist of:
Paid-in capital	$	110,140,745		$	149,995,553		$	163,988,985	$	223,824,649
Undistributed (accumulated) net investment income (loss)		-			(262	)		2,507,709		5,790,986
Distributions in excess of net investment income		(192	)		-			-		-
Accumulated net realized gain (loss) on investments and foreign currency transactions		-			-			371,480		(2,536,307	)
Net unrealized appreciation (depreciation) on investments and foreign currency translations		409,511			(721,559	)		5,776,894		(415,994	)
Net assets	$	110,550,064		$	149,273,732		$	172,645,068	$	226,663,334
(a)        Cost of investments:	$	104,424,119		$	147,627,011		$	161,799,316	$	266,694,509
(b)        Cost of short-term investments:	$	6,765,166		$	2,372,368		$	4,841,248	$	10,286,201
(c)        Cost of foreign currency:	$	-		$	-		$	-	$	180,947
(d)        Premiums on written options:	$	-		$	-		$	-	$	138,070

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

32

MML Series Investment Fund – Financial Statements (Continued)

Statements of Assets and Liabilities

December 31, 2011

	MML Focused Equity Fund		MML Fundamental Growth Fund		MML Fundamental Value Fund		MML PIMCO Total Return Fund
Class II shares:
Net assets	$	110,550,064	$	149,273,732	$	172,645,068	$	226,663,334
Shares outstanding (a)		11,017,374		15,000,000		15,864,332		22,381,625
Net asset value, offering price and redemption price per share	$	10.03	$	9.95	$	10.88	$	10.13

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

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

33

MML Series Investment Fund – Financial Statements (Continued)

Statements of Operations

For the Year Ended December 31, 2011

	MML Focused Equity Fund +			MML Fundamental Growth Fund +			MML Fundamental Value Fund			MML PIMCO Total Return Fund
Investment income (Note 2):
Dividends (a)	$	195,905		$	74,947		$	3,717,287		$	61,569
Interest		184			218			379			5,699,936
Total investment income		196,089			75,165			3,717,666			5,761,505
Expenses (Note 3):
Investment management fees		51,829			65,778			984,552			1,007,739
Custody fees		1,200			1,500			19,266			64,383
Audit fees		32,235			32,255			31,655			87,568
Legal fees		1,577			2,150			1,965			2,986
Proxy fees		-			-			918			918
Shareholder reporting fees		14,809			20,191			18,918			24,511
Trustees’ fees		966			1,318			10,561			13,549
		102,616			123,192			1,067,835			1,201,654
Administration fees:
Class II		6,910			9,397			151,470			201,548
Total expenses		109,526			132,589			1,219,305			1,403,202
Expenses waived (Note 3):
Class II fees waived by adviser		(47,332	)		(52,715	)		(7,548	)		(93,141	)
Net expenses		62,194			79,874			1,211,757			1,310,061
Net investment income (loss)		133,895			(4,709	)		2,505,909			4,451,444
Realized and unrealized gain (loss):
Net realized gain (loss) on:
Investment transactions		6,658			-			390,581			(2,115,809	)
Futures contracts		-			-			-			1,070,003
Written options		-			-			-			(206,758	)
Swap agreements		-			-			-			505,293
Foreign currency transactions		-			-			2,908			496,677
Net realized gain (loss)		6,658			-			393,489			(250,594	)
Net change in unrealized appreciation (depreciation) on:
Investment transactions		409,511			(721,668	)		(5,939,831	)		72,733
Futures contracts		-			-			-			677,080
Written options		-			-			-			174,204
Securities sold short		-			-			-			60,156
Swap agreements		-			-			-			(882,035	)
Translation of assets and liabilities in foreign currencies		-			109			-			508,669
Net change in unrealized appreciation (depreciation)		409,511			(721,559	)		(5,939,831	)		610,807
Net realized gain (loss) and change in unrealized appreciation (depreciation)		416,169			(721,559	)		(5,546,342	)		360,213
Net increase (decrease) in net assets resulting from operations	$	550,064		$	(726,268	)	$	(3,040,433	)	$	4,811,657
(a)        Net of withholding tax of:	$	-		$	1,700		$	10,682		$	-

+ Fund commenced operations on December 8, 2011.

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

34

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MML Series Investment Fund – Financial Statements (Continued)

Statements of Changes in Net Assets

	MML Focused Equity Fund			MML Fundamental Growth Fund
	Year Ended December 31, 2011 +			Year Ended December 31, 2011 +
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	133,895		$	(4,709	)
Net realized gain (loss) on investment transactions		6,658			-
Net change in unrealized appreciation (depreciation) on investments		409,511			(721,559	)
Net increase (decrease) in net assets resulting from operations		550,064			(726,268	)
Distributions to shareholders (Note 2):
From net investment income:
Class II		(140,745	)		-
Total distributions from net investment income		(140,745	)		-
From net realized gains:
Class II		-			-
Total distributions from net realized gains		-			-
Tax return of capital:
Class II		(26,048	)		-
Total tax return of capital		(26,048	)		-
Net fund share transactions (Note 5):
Class II		110,166,793			150,000,000
Increase (decrease) in net assets from fund share transactions		110,166,793			150,000,000
Total increase (decrease) in net assets		110,550,064			149,273,732
Net assets
Beginning of year		-			-
End of year	$	110,550,064		$	149,273,732
Undistributed (accumulated) net investment income (loss) included in net assets at end of year	$	-		$	(262	)
Distributions in excess of net investment income included in net assets at end of year	$	(192	)	$	-

+ Fund commenced operations on December 8, 2011.

++ Fund commenced operations on August 10, 2010.

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

36

MML Fundamental Value Fund						MML PIMCO Total Return Fund
Year Ended December 31,  2011			Year Ended December 31, 2010 ++			Year Ended December 31, 2011			Year Ended December 31, 2010 ++
$	2,505,909		$	589,363		$	4,451,444		$	523,780
	393,489			469,427			(250,594	)		120,669
	(5,939,831	)		11,716,725			610,807			(1,026,801	)
	(3,040,433	)		12,775,515			4,811,657			(382,352	)
	-			(587,013	)		(267,068	)		(497,504	)
	-			(587,013	)		(267,068	)		(497,504	)
	(199,927	)		(292,059	)		-			(826,048	)
	(199,927	)		(292,059	)		-			(826,048	)
	-			-			-			-
	-			-			-			-
	49,194,831			114,794,154			89,321,002			134,503,647
	49,194,831			114,794,154			89,321,002			134,503,647
	45,954,471			126,690,597			93,865,591			132,797,743
	126,690,597			-			132,797,743			-
$	172,645,068		$	126,690,597		$	226,663,334		$	132,797,743
$	2,507,709		$	2,350		$	5,790,986		$	126,165
$	-		$	-		$	-		$	-

37

MML Series Investment Fund – Financial Highlights

(For a share outstanding throughout each period)

MML Focused Equity Fund

			Income (loss) from investment operations:						Less distributions to shareholders:														Ratios / Supplemental Data:
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments		Total income (loss) from investment operations		From net investment income			Tax return of capital			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000's)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Class II
12/31/11 +	$	10.00	$	0.01	$	0.04	$	0.05	$	(0.02	)		(0.00	) †	$	(0.02	)	$	10.03		0.46%	**	$	110,550		1.58%	*		0.90%	*#		1.94%	*		13%	**

* 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.

# 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.

+ For the period December 8, 2011 (commencement of operations) through December 31, 2011.

MML Fundamental Growth Fund

			Income (loss) from investment operations:														Ratios / Supplemental Data:
	Net asset value, beginning of the period		Net investment income (loss) ***			Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000's)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Class II
12/31/11 +	$	10.00	$	(0.00	) †	$	(0.05	)	$	(0.05	)	$	9.95		(0.50	)% **	$	149,274		1.41%	*		0.85%	*#		(0.05	)% *		0%	**

* 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.

# 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.

+ For the period December 8, 2011 (commencement of operations) through December 31, 2011.

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

38

MML Series Investment Fund – Financial Highlights (Continued)

(For a share outstanding throughout each period)

MML Fundamental Value Fund

			Income (loss) from investment operations								Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations			From net investment income			From net realized gains			Total distributions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver			Ratio of expenses to average daily net assets after expense waiver			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Class II
12/31/11	$	11.08	$	0.18	$	(0.37	)	$	(0.19	)	$	-		$	(0.01	)	$	(0.01	)	$	10.88		(1.68%	)	$	172,645		0.81%			0.80%	#		1.65%			14%
12/31/10 +		10.00		0.06		1.10			1.16			(0.05	)		(0.03	)		(0.08	)		11.08		11.59%	**		126,691		0.90%	*		0.80%	*#		1.51%	*		10%	**

* 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 10, 2010 (commencement of operations) through December 31, 2010.

# 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.

MML PIMCO Total Return Fund

			Income (loss) from investment operations							Less distributions to shareholders														Ratios / Supplemental Data
	Net asset value, beginning of the period		Net investment income (loss) ***		Net realized and unrealized gain (loss) on investments			Total income (loss) from investment operations		From net investment income			From net realized gains			Total distri- butions			Net asset value, end of the period		Total Return ^^			Net assets, end of the period (000’s)		Ratio of expenses to average daily net assets before expense waiver ‡‡			Ratio of expenses to average daily net assets after expense waiver ‡‡			Interest expense to average daily net assets ‡‡‡			Ratio of expenses to average daily net assets before expense waiver ‡			Ratio of expenses to average daily net assets after expense waiver ‡			Net investment income (loss) to average daily net assets			Portfolio turnover rate
Class II
12/31/11	$	9.90	$	0.22	$	0.02		$	0.24	$	(0.01	)	$	-		$	(0.01	)	$	10.13		2.45%		$	226,663		0.70%			0.65%	#		N/A			0.70%			0.65%	#		2.21%			417%
12/31/10 +		10.00		0.06		(0.05	)		0.01		(0.04	)		(0.07	)		(0.11	)		9.90		0.17%	**		132,798		0.91%	*		0.65%	*#		0.00%	*††		0.91%	*		0.65%	*#		1.40%	*		221%	**

* 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%.

+ For the period August 10, 2010 (commencement of operations) through December 31, 2010.

# 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.

‡ Includes interest expense.

‡‡ Excludes interest expense.

‡‡‡ Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund’s net expenses in the Statements of Operations. Income earned on investing proceeds from reverse repurchase agreements is included in interest income in the Statements of Operations.

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

39

Notes to Financial Statements

1. The Fund

MML Series Investment Fund (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a no-load, open-end, management investment company. The Trust is organized under the laws of the Commonwealth of Massachusetts as a Massachusetts business trust pursuant to an Agreement and Declaration of Trust dated May 14, 1993, as amended and restated as of December 15, 2011, as it may be further amended from time to time. The following are four series of the Trust (each individually referred to as a “Fund” or collectively as the “Funds”):

MML Focused Equity Fund (“Focused Equity Fund”)

MML Fundamental Growth Fund (“Fundamental Growth Fund”)

MML Fundamental Value Fund (“Fundamental Value Fund”)

MML PIMCO Total Return Fund (“PIMCO Total Return Fund”)

The Trust makes shares of the Funds available for the investment of assets of various separate investment accounts established by Massachusetts Mutual Life Insurance Company (“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 of the outstanding shares of the Funds.

The following table shows the classes available for each Fund, including the date each class commenced operations. Each share class represents an interest in the same portfolio of assets. The principal difference among the classes is the level of service and administration fees, and shareholder and distribution service expenses borne by the classes. Because each class will have different fees and expenses, performance and share prices will vary between the classes. The classes of shares are offered to different types of investors, as outlined in the Funds’ Prospectus.

	Class II		Service Class I
Focused Equity Fund		12/8/2011		Not Available
Fundamental Growth Fund		12/8/2011		Not Available
Fundamental Value Fund		8/10/2010		Not Available
PIMCO Total Return Fund		8/10/2010		Not Available

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

The net asset value of each Fund’s shares is determined once daily as of the close of regular trading on the New York Stock Exchange, on each day the New York Stock Exchange is open for trading (a “business day”). The New York Stock Exchange normally closes at 4:00 p.m. Eastern Time, but may close earlier on some days.

Equity securities and derivative contracts that are actively traded on a national securities exchange are valued on the basis of information furnished by a pricing service, which provides the last reported sale price for securities or derivatives listed on the exchange or the official closing price on the NASDAQ National Market System, or in the case of over-the-counter (“OTC”) securities for which an official closing price is unavailable or not reported on the NASDAQ System, the last reported bid price. Portfolio securities traded on more than one national securities exchange are valued at the last price at the close of the exchange representing the principal market for such securities. Debt securities (other than short-term obligations) are valued on the basis of valuations furnished by a pricing service, which generally determines valuations taking into account factors such as institutional-

40

Notes to Financial Statements (Continued)

size trading in similar securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. Short-term debt securities are valued at either amortized cost or at original cost plus accrued interest, whichever MassMutual determines more closely approximates current market value. Shares of other open-end mutual funds are valued at their closing net asset values as reported on each business day.

Investments for which market quotations are readily available are marked to market daily based on those quotations. Market quotations may be provided by third-party vendors or market makers, and may be determined on the basis of a variety of factors, such as broker quotations, financial modeling, and other market data, such as market indexes and yield curves, counterparty information, and foreign exchange rates. U.S. Government and agency securities may be valued on the basis of market quotations or using a model that may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, quoted market prices, and reference data. The fair values of OTC derivative contracts, including forward, swap, and option contracts related to interest rates, foreign currencies, credit standing of reference entities, equity prices, or commodity prices, may be based on market quotations or may be modeled using a series of techniques, including simulation models depending on the contract and the terms of the transaction. The fair values of asset-backed securities and mortgage-backed securities are estimated based on models that consider the estimated cash flows of each debt tranche of the issuer, establish a benchmark yield, and develop an estimated tranche-specific spread to the benchmark yield based on the unique attributes of the tranche including, but not limited to, prepayment speed assumptions and attributes of the collateral. Many pricing models do not entail material subjectivity because the methodologies employed do not necessitate significant judgments and the pricing inputs are observed from actively quoted markets, as is the case of interest rate swap and option contracts. Restricted securities are valued at a discount to similar publicly traded securities.

Investments for which market quotations are not available or for which a pricing service or vendor does not provide a value, or for which such market quotations or values are considered by the investment adviser or subadviser to be unreliable (including, for example, certain foreign securities, thinly-traded securities, certain restricted securities, certain initial public offerings, or securities whose values may have been affected by a significant event) are stated at fair valuations determined by the Funds’ Valuation Committee in accordance with procedures approved by the Board of Trustees (“Trustees”), and under the general oversight of the Trustees. It is possible that fair value prices will be used by the Funds to a significant extent. The value determined for an investment using the Funds’ fair value procedures may differ from recent market prices for the investment and may be significantly different from the value realized upon the sale of such investment.

The Funds may invest in securities that are traded principally in foreign markets and that trade on weekends and other days when the Funds do not price their shares. As a result, the value of the Funds’ portfolio securities may change on days when the prices of the Funds’ shares are not calculated. The prices of the Funds’ shares will reflect any such changes when the prices of the Funds’ shares are next calculated, which is the next business day. The Funds may use fair value pricing more frequently for securities primarily traded in foreign markets because, among other things, most foreign markets close well before the Funds value their securities. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim. The Funds’ investments may be priced based on fair values provided by a third-party fair valuation vendor, based on certain factors and methodologies applied by such vendor, in the event that there is movement in the U.S. market, between the close of the foreign market and the time the Funds calculate their net asset values, that exceeds a specific threshold established by the Funds’ Valuation Committee pursuant to procedures established by the Trustees, and under the general oversight of the Trustees. 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 the U.S. dollar at the end of each business day.

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. A three-tier hierarchy is utilized 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. Inputs 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

41

Notes to Financial Statements (Continued)

the three broad Levels listed below. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to each security.

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

The types of assets and liabilities categorized in Level 1 generally include actively traded domestic and certain foreign equity securities, derivatives actively traded on a national securities exchange (such as some warrants, rights, futures, and options), and shares of open-end mutual funds.

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

The types of assets and liabilities categorized in Level 2 generally include debt securities such as U.S. government and agency securities, mortgage-backed securities, asset-backed securities, municipal obligations, sovereign debt obligations, bank loans, corporate bonds, and those securities valued at amortized cost; OTC derivatives such as swaps, options, swaptions, and forward foreign currency exchange contracts; certain restricted securities; and non-exchange traded equity securities and certain foreign equity securities traded on particular foreign exchanges that close before the Funds determine their net asset values.

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

The types of assets and liabilities categorized in Level 3 generally include securities for which prices, spreads, or any of the other aforementioned key inputs are unobservable. Generally, securities whose trading has been suspended or that have been de-listed from their current primary trading exchange; securities in default or bankruptcy proceedings for which there is no current market quotation; securities and certain derivatives valued by broker quotes which may include brokers’ assumptions; and any illiquid Rule 144A securities or restricted securities held in non-public entities are categorized in Level 3.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

Changes in valuation techniques may result in transfers in or out of an investment’s assigned Level within the hierarchy. In addition, in periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition, as well as changes related to liquidity of investments, could cause a security to be reclassified between Level 1, Level 2, or Level 3.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the overall fair value measurement.

The Focused Equity Fund and Fundamental Growth Fund characterized all long-term investments at Level 1, and all short-term investments at Level 2, as of December 31, 2011. For each Fund noted above, the level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

42

Notes to Financial Statements (Continued)

The following is the aggregate value by input level, as of December 31, 2011, for the remaining Funds’ investments:

Asset Valuation Inputs

	Investments in Securities
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Fundamental Value Fund
Equities
Common Stock
Basic Materials	$	9,029,875	$	-	$	-	$	9,029,875
Communications		12,405,507		-		-		12,405,507
Consumer, Cyclical		14,832,901		-		-		14,832,901
Consumer, Non-cyclical		37,057,118		-		-		37,057,118
Energy		22,102,513		-		-		22,102,513
Financial		34,808,864		1,229,213		-		36,038,077
Industrial		17,145,431		812,323		-		17,957,754
Technology		12,323,908		-		-		12,323,908
Utilities		5,828,557		-		-		5,828,557
Total Common Stock		165,534,674		2,041,536		-		167,576,210
Total Equities		165,534,674		2,041,536		-		167,576,210
Total Long-Term Investments		165,534,674		2,041,536		-		167,576,210
Total Short-Term Investments		-		4,841,248		-		4,841,248
Total Investments	$	165,534,674	$	6,882,784	$	-	$	172,417,458
PIMCO Total Return Fund
Equities
Preferred Stock
Financial	$	850,960	$	-	$	-	$	850,960
Total Preferred Stock		850,960		-		-		850,960
Total Equities		850,960		-		-		850,960
Bonds & Notes
Total Bank Loans		-		866,900		-		866,900
Total Corporate Debt		-		77,344,903		77,269		77,422,172
Total Municipal Obligations		-		8,123,651		-		8,123,651
Non-U.S. Government Agency Obligations
Automobile ABS		-		337,621		-		337,621
Commercial MBS		-		7,305,929		-		7,305,929
Credit Card ABS		-		4,652,298		-		4,652,298
Other ABS		-		2,342,354		-		2,342,354
Student Loans ABS		-		87,490		-		87,490
WL Collateral CMO		-		7,155,158		-		7,155,158
Total Non-U.S. Government Agency Obligations		-		21,880,850		-		21,880,850
Total Sovereign Debt Obligations		-		11,896,344		-		11,896,344

43

Notes to Financial Statements (Continued)

	Investments in Securities
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
PIMCO Total Return Fund (Continued)
U.S. Government Agency Obligations and Instrumentalities
Pass-Through Securities	$	-	$	86,469,746	$	-	$	86,469,746
Total U.S. Government Agency Obligations and Instrumentalities		-		86,469,746		-		86,469,746
U.S. Treasury Obligations
U.S. Treasury Bonds & Notes		-		58,292,035		-		58,292,035
Total U.S. Treasury Obligations		-		58,292,035		-		58,292,035
Total Bonds & Notes		-		264,874,429		77,269		264,951,698
Total Purchased Options		-		57,486		-		57,486
Total Long-Term Investments		850,960		264,931,915		77,269		265,860,144
Total Short-Term Investments		-		10,286,201		-		10,286,201
Total Investments	$	850,960	$	275,218,116	$	77,269	$	276,146,345

The following is the aggregate value by input level, as of December 31, 2011, for the Funds’ other financial instruments:

Asset Valuation Inputs

	Other Financial Instruments
	Level 1 — Quoted Prices		Level 2 — Other Significant Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
PIMCO Total Return Fund
Forward Contracts
Foreign Exchange Risk	$	-	$	1,140,521	$	-	$	1,140,521
Futures Contracts
Interest Rate Risk		517,249		-		-		517,249
Swap Agreements
Credit Risk		-		506,358		-		506,358
Interest Rate Risk		-		706,274		-		706,274

Liability Valuation Inputs

	Other Financial Instruments
	Level 1 — Quoted Prices			Level 2 — Other Significant Observable Inputs			Level 3 — Significant Unobservable Inputs		Total
PIMCO Total Return Fund
Forward Contracts
Foreign Exchange Risk	$	-		$	(461,474	)	$	-	$	(461,474	)
Futures Contracts
Interest Rate Risk		(6,650	)		-			-		(6,650	)

44

Notes to Financial Statements (Continued)

	Other Financial Instruments
	Level 1 — Quoted Prices			Level 2 — Other Significant Observable Inputs			Level 3 — Significant Unobservable Inputs		Total
PIMCO Total Return Fund (Continued)
Swap Agreements
Credit Risk	$	-		$	(997,019	)	$	-	$	(997,019	)
Interest Rate Risk		-			(589,226	)		-		(589,226	)
Written Options
Interest Rate Risk		(1,218	)		(24,453	)		-		(25,671	)

The Funds had no transfers between Level 1 and Level 2 of the fair value hierarchy during the year ended December 31, 2011. The Funds recognize transfers between the Levels as of the beginning of the year.

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

Asset Valuation Inputs

	Investments in Securities
	Balance as of 12/31/10		Accrued Discounts (Premiums)		Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)			Purchases		(Sales)			Transfers into Level 3*		Transfers (out) of Level 3*			Balance as of 12/31/11		Net Change in Unrealized Appreciation (Depreciation) from Investments Still Held as of 12/31/11
PIMCO Total Return Fund
Long-Term Investments
Bonds & Notes
Corporate Debt	$	-	$	-	$	-	$	(10,279	)	$	6,050,182	$	-		$	-	$	(5,962,634	)**	$	77,269	$	(10,279	)
Non-U.S. Government Agency Obligation
Other ABS		-		-		-		-			466,250		-			-		(466,250	)**		-		-
Sovereign Debt Obligations		-		-		-		-			535,303		(424,932	)		-		(110,371	)**		-		-
Short-Term Investments		-		2,556		-		-			697,444		(700,000	)		-		-			-		-
	$	-	$	2,556	$	-	$	(10,279	)	$	7,749,179	$	(1,124,932	)	$	-	$	(6,539,255	)	$	77,269	$	(10,279	)

* The Fund(s) recognize transfers between the Levels as of the beginning of the year.

** Transfers occurred between Level 3 and Level 2 as a result of changes in liquidity.

45

Notes to Financial Statements (Continued)

Derivative Instruments

Derivatives are financial instruments whose values are based on the values of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivative transactions can create investment leverage and may be highly volatile. It is possible that a derivative transaction will result in a loss greater than the principal amount invested. A Fund may not be able to close out a derivative transaction at a favorable time or price. For those Funds that held derivatives during the year ended December 31, 2011, the following table shows how the Fund used these derivatives during the period (marked with an “A”), as well as additional uses, if any, it may have for them in the future (marked with an “M”).

Type of Derivative and Objective for Use	PIMCO Total Return Fund
Foreign Currency Exchange Transactions*
Hedging/Risk Management	A
Directional Exposures to Currencies	A
Futures Contracts**
Hedging/Risk Management	A
Duration/Credit Quality Management	A
Substitution for Direct Investment	A
Interest Rate Swaps***
Hedging/Risk Management	A
Duration Management	A
Substitution for Direct Investment	A
Credit Default Swaps (Protection Buyer)
Hedging/Risk Management	A
Duration/Credit Quality Management	A
Substitution for Direct Investment	A
Credit Default Swaps (Protection Seller)
Hedging/Risk Management	A
Duration/Credit Quality Management	A
Income	A
Substitution for Direct Investment	A
Options (Purchased)
Hedging/Risk Management	A
Duration/Credit Quality Management	A
Substitution for Direct Investment	A
Options (Sold)
Hedging/Risk Management	M
Duration/Credit Quality Management	A
Income	A

* Includes any options purchased or written, futures contracts, forward contracts, and swap agreements, if applicable.

** Includes any options purchased or written on futures contracts, if applicable.

*** Includes any caps, floors, and collars, and related purchased or written options, if applicable.

46

Notes to Financial Statements (Continued)

At December 31, 2011, and during the year then ended, the Fund(s) had the following derivatives and transactions in derivatives, grouped into the indicated risk categories:

	Credit Risk			Foreign Exchange Risk			Interest Rate Risk			Total
PIMCO Total Return Fund
Asset Derivatives
Forward Contracts*	$	-		$	1,140,521		$	-		$	1,140,521
Futures Contracts^^		-			-			517,249			517,249
Swap Agreements*,^^		506,358			-			706,274			1,212,632
Purchased Options*		-			-			57,486			57,486
Total Value	$	506,358		$	1,140,521		$	1,281,009		$	2,927,888
Liability Derivatives
Forward Contracts^	$	-		$	(461,474	)	$	-		$	(461,474	)
Futures Contracts^^		-			-			(6,650	)		(6,650	)
Swap Agreements^,^^		(997,019	)		-			(589,226	)		(1,586,245	)
Written Options^		-			-			(25,671	)		(25,671	)
Total Value	$	(997,019	)	$	(461,474	)	$	(621,547	)	$	(2,080,040	)
Realized Gain (Loss)#
Forward Contracts	$	-		$	437,223		$	-		$	437,223
Futures Contracts		-			-			1,048,673			1,048,673
Swap Agreements		350,408			-			154,885			505,293
Written Options		-			-			(206,758	)		(206,758	)
Total Realized Gain (Loss)	$	350,408		$	437,223		$	996,800		$	1,784,431
Change in Appreciation (Depreciation)##
Forward Contracts	$	-		$	523,700		$	-		$	523,700
Futures Contracts		-			-			677,080			677,080
Swap Agreements		(907,673	)		-			25,638			(882,035	)
Purchased Options		-			-			16,889			16,889
Written Options		-			-			174,204			174,204
Total Change in Appreciation (Depreciation)	$	(907,673	)	$	523,700		$	893,811		$	509,838
Number of Contracts, Notional Amounts or Shares/Units†
Forward Contracts	$	-		$	49,480,546		$	-		$	49,480,546
Futures Contracts		-			-			1,075			1,075
Swap Agreements	$	23,191,660		$	-		$	8,416,667		$	31,608,327
Purchased Options		-			-			10,700,000			10,700,000
Written Options		-			-			42,266,832			42,266,832

* Statements of Assets and Liabilities location: Investments, at value, Receivables from: open forward foreign currency contracts or open swap agreements, at value, as applicable.

^ Statements of Assets and Liabilities location: Payables for: written options outstanding, open forward foreign currency contracts, or open swap agreements, at value, as applicable.

^^ Only current day’s variation margin, if any, is reported within the Statements of Assets and Liabilities. Cumulative appreciation (depreciation) on futures contracts and centrally cleared swaps is reported in “Futures Contracts” and “Swap Agreements” below.

# Statements of Operations location: Amounts are included in net realized gain (loss) on: futures contracts, written options, swap agreements, or foreign currency transactions, as applicable.

47

Notes to Financial Statements (Continued)

## Statements of Operations location: Amounts are included in net change in unrealized appreciation (depreciation) on: investment transactions, futures contracts, written options, swap agreements, or translation of assets and liabilities in foreign currencies, as applicable.

† Amount(s) disclosed represent average number of contracts for futures contracts, notional amounts for forward contracts and swap agreements, or shares/units outstanding for written options and purchased options, which is indicative of volume of this derivative type, for the months that the Fund held such derivatives during the year ended December 31, 2011.

Further details regarding the derivatives and other investments held by the Funds during the year ended December 31, 2011, are discussed below.

Foreign Currency Exchange Transactions

A Fund may engage in foreign currency exchange transactions for hedging purposes in order to protect against uncertainty in the level of future foreign currency exchange rates, or for other, non-hedging purposes.

A Fund may use foreign currency exchange transactions for hedging purposes to protect against two principal risks. First, if a Fund has assets or liabilities denominated in foreign (non-U.S. dollar) currencies, the Fund is exposed to the risk that the values of those assets or liabilities in U.S. dollars may fall or rise due to changes in currency exchange rates. Second, if the Fund agrees, or expects, to receive or deliver an asset denominated in a foreign currency, it is exposed to currency exchange risk until the date of receipt or delivery. In order to reduce those risks, a Fund may enter into foreign currency forward contracts, which call for the Fund to purchase or sell a foreign currency at a time in the future at a price determined at the time the contract is entered into. Forward contracts are private contractual arrangements and a Fund is subject to the risk that its counterparty will not, or will not be able to, perform its obligations. This type of arrangement may require the Fund to post margin.

Whenever a Fund enters into a foreign currency exchange transaction, it is subject to the risk that the value of the transaction will move in a direction unfavorable to it. When the Fund uses the transactions for hedging purposes, it is likely that the Fund will have an asset or liability that will offset any loss (or gain) on the transactions, at least in part. If a Fund enters into foreign currency exchange transactions other than for hedging purposes (for example, seeking to profit from an anticipated change in the values of currencies by creating directional exposures in the portfolio with respect to one or more currencies), it will generally be subject to the same risks, but is less likely to have assets or liabilities that will offset any losses on the transactions. There can be no assurance that a Fund will be able to terminate any foreign currency exchange transaction prior to its maturity in order to limit its loss on the transaction.

Forward foreign currency contracts are marked to market daily and the change in their value is recorded by the Funds as an unrealized gain or loss. Forward foreign currency contracts are valued at the settlement price established through dealers or other market sources on the day which they are traded. When a forward foreign currency contract is extinguished, through delivery or offset by entering into another forward foreign currency contract, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was extinguished or offset. The notional or contractual amounts of these instruments do not necessarily represent the amounts potentially subject to risk. The measurement of the risk associated with these instruments is meaningful only when all related and offsetting transactions and counterparty risks are considered.

48

Notes to Financial Statements (Continued)

The Fund(s) listed in the following table had open forward foreign currency contracts at December 31, 2011. A Fund’s current exposure to a counterparty is typically the unrealized appreciation on the contract.

	Counterparty	Units of Currency		Contracts to Deliver/Receive	Settlement Date		In Exchange for U.S. Dollars		Contracts at Value		Unrealized Appreciation (Depreciation)
PIMCO Total Return Fund
BUYS
	Barclays Bank PLC		3,876,750	Chinese Yuan Renminbi		6/01/12	$	607,484	$	614,664	$	7,180
	Barclays Bank PLC		1,774,000	Euro		1/17/12		2,397,968		2,296,182		(101,786	)
	Barclays Bank PLC		65,520	Mexican Peso		3/15/12		4,660		4,668		8
								3,010,112		2,915,514		(94,598	)
	JP Morgan Chase Bank		10,066,151	Brazilian Real		1/04/12		5,545,103		5,396,676		(148,427	)
	JP Morgan Chase Bank		4,598,401	Brazilian Real		3/02/12		2,432,373		2,433,913		1,540
	JP Morgan Chase Bank		177,000	British Pound		3/12/12		273,954		274,703		749
	JP Morgan Chase Bank		15,319,200	Chinese Yuan Renminbi		6/01/12		2,400,000		2,428,880		28,880
	JP Morgan Chase Bank		1,735,000	Euro		1/17/12		2,331,661		2,245,703		(85,958	)
	JP Morgan Chase Bank		5,292,900,000	Indonesian Rupiah		1/31/12		594,507		582,199		(12,308	)
	JP Morgan Chase Bank		310,250	Malaysian Ringgit		4/23/12		102,291		97,408		(4,883	)
	JP Morgan Chase Bank		17,528,000	Philippine Peso		3/15/12		403,221		398,276		(4,945	)
								14,083,110		13,857,758		(225,352	)
	UBS AG		869,350	Brazilian Real		1/04/12		463,455		466,077		2,622
	UBS AG		108,000	Euro		1/17/12		144,436		139,790		(4,646	)
								607,891		605,867		(2,024	)
							$	17,701,113	$	17,379,139	$	(321,974	)
SELLS
	Barclays Bank PLC		99,000	Australian Dollar		2/23/12	$	99,009	$	100,686	$	(1,677	)
	Barclays Bank PLC		1,349,000	Canadian Dollar		2/09/12		1,317,180		1,323,076		(5,896	)
	Barclays Bank PLC		2,295,000	Euro		1/17/12		3,018,561		2,970,541		48,020
	Barclays Bank PLC		971,000,000	Indonesian Rupiah		1/31/12		108,129		106,806		1,323
	Barclays Bank PLC		310,250	Malaysian Ringgit		4/23/12		99,455		97,408		2,047
	Barclays Bank PLC		17,528,000	Philippine Peso		3/15/12		409,559		398,277		11,282
	Barclays Bank PLC		302,467	Singapore Dollar		2/10/12		236,763		233,172		3,591
								5,288,656		5,229,966		58,690
	Goldman Sachs & Co.		206,000	Canadian Dollar		2/09/12		199,445		202,042		(2,597	)
	Goldman Sachs & Co.		1,093,000,000	Indonesian Rupiah		1/31/12		120,974		120,226		748

49

Notes to Financial Statements (Continued)

	Counterparty	Units of Currency		Contracts to Deliver/Receive	Settlement Date		In Exchange for U.S. Dollars		Contracts at Value		Unrealized Appreciation (Depreciation)
PIMCO Total Return Fund (Continued)
SELLS (Continued)
	Goldman Sachs & Co.		2,554,900,000	Indonesian Rupiah		7/02/12	$	274,573	$	276,955	$	(2,382	)
								594,992		599,223		(4,231	)
	JP Morgan Chase Bank		10,066,151	Brazilian Real		1/04/12		5,377,220		5,396,676		(19,456	)
	JP Morgan Chase Bank		6,844,000	British Pound		3/12/12		10,733,616		10,621,858		111,758
	JP Morgan Chase Bank		2,833,000	Canadian Dollar		2/09/12		2,743,978		2,778,559		(34,581	)
	JP Morgan Chase Bank		14,977,000	Euro		1/17/12		20,304,910		19,385,522		919,388
								39,159,724		38,182,615		977,109
	UBS AG		869,350	Brazilian Real		1/04/12		467,000		466,076		924
	UBS AG		2,004,000	Canadian Dollar		2/09/12		1,933,556		1,965,488		(31,932	)
	UBS AG		674,000,000	Indonesian Rupiah		1/31/12		74,599		74,138		461
								2,475,155		2,505,702		(30,547	)
							$	47,518,527	$	46,517,506	$	1,001,021

Futures Contracts

A Fund may seek to manage a variety of different risks through the use of futures contracts and related options, such as interest rate risk, equity price risk, and currency risk.

Futures Contracts. A Fund may use interest rate futures contracts to adjust the interest rate sensitivity (duration) of its portfolio or the credit exposure of the portfolio. Interest rate futures contracts obligate the long or short holder to take or make delivery of a specified quantity of a financial instrument, such as a specific fixed-income security, during a specified future period at a specified price. A Fund may use index futures to hedge against broad market risks to its portfolio or to gain broad market exposure when it holds uninvested cash or as an inexpensive substitute for cash investments directly in securities or other assets. Securities index futures contracts are contracts to buy or sell units of a securities index at a specified future date at a price agreed upon when the contract is made and are settled in cash. Positions in futures may be closed out only on an exchange or board of trade which provides a secondary market for such futures. Because futures contracts are exchange-traded, they typically have minimal exposure to counterparty risk.

Parties to a futures contract are not required to post the entire notional amount of the contract, but rather a small percentage of that amount (by way of margin), both at the time they enter into futures transactions, and then on a daily basis if their positions decline in value; as a result, futures contracts are highly leveraged. Such payments are known as variation margin and are recorded by the Funds as unrealized gains or losses. Because futures markets are highly leveraged, they can be extremely volatile, and there can be no assurance that the pricing of a futures contract will correlate precisely with the pricing of the asset or index underlying it or the asset or liability of the Fund that is the subject of the hedge. It may not always be possible for a Fund to enter into a closing transaction with respect to a futures contract it has entered into, at a favorable time or price. When a Fund enters into a futures transaction, it is subject to the risk that the value of the futures contract will move in a direction unfavorable to it. When the Fund uses futures contracts for hedging purposes, it is likely that the Fund will have an asset or liability that will offset any loss (or gain) on the transactions, at least in part.

50

Notes to Financial Statements (Continued)

Options on Futures Contracts. If a Fund buys an option on a futures contract, it will have the right to assume a futures contract at a particular price during the course of the option. Its potential loss should generally be limited to the amount of the premium paid and any transaction costs. If a Fund sells an option on a futures contract, it is subject generally to the same risks as if it had entered into a futures contract underlying the option itself.

When a futures contract is closed, the 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. See “Options,” below, for information regarding the accounting treatment of options.

The Fund(s) listed in the following table had open futures contracts at December 31, 2011:

Number of Contracts	Type	Expiration Date		Notional Contract Value		Net Unrealized Appreciation (Depreciation)
PIMCO Total Return Fund
BUYS
51	U.S. Treasury Note 10 Year		3/21/12	$	6,687,375	$	39,534
173	U.S. Treasury Note 5 Year		3/30/12		21,323,602		81,196
34	90 Day Eurodollar		6/18/12		8,440,075		(6,650	)
135	90 Day Eurodollar		3/18/13		33,496,875		47,519
198	90 Day Eurodollar		6/17/13		49,121,325		205,477
62	90 Day Eurodollar		9/16/13		15,377,550		76,390
25	90 Day Eurodollar		12/16/13		6,197,187		7,790
43	90 Day Eurodollar		3/17/14		10,650,025		59,145
2	90 Day Eurodollar		6/16/14		494,675		198
						$	510,599

Swap Agreements

Swap agreements are typically two-party contracts entered into primarily by institutional investors. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” (i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a “basket” of securities representing a particular index).

Interest Rate Swaps. When a Fund enters into an interest rate swap, it typically agrees to make payments to its counterparty based on a specified long- or short-term interest rate, and will receive payments from its counterparty based on another interest rate. Other forms of interest rate swap agreements include interest rate caps, under which, in return for a specified payment stream, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; interest rate floors, under which, in return for a specified payment stream, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. A Fund may enter into an interest rate swap in order, for example, to hedge against the effect of interest rate changes on the value of specific securities in its portfolio, or to adjust the interest rate sensitivity (duration) or the credit exposure of its portfolio overall, or otherwise as a substitute for a direct investment in debt securities.

Credit Default Swaps. A Fund also may enter into credit default swap transactions, as a “buyer” or “seller” of credit protection. In a credit default swap, one party provides what is in effect insurance against a default or other adverse credit event affecting an issuer of debt securities (typically referred to as a “reference entity”). In general, the buyer of credit protection is obligated to pay the protection seller an upfront amount or a periodic stream of payments over the term of the swap. If a “credit event” occurs, the

51

Notes to Financial Statements (Continued)

buyer has the right to deliver to the seller bonds or other obligations of the reference entity (with a value up to the full notional value of the swap), and to receive a payment equal to the par value of the bonds or other obligations. Credit events that would trigger a request that the seller make payment are specific to each credit default swap agreement, but generally include bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium. When a Fund buys protection, it may or may not own securities of the reference entity. If it does own securities of the reference entity, the swap serves as a hedge against a decline in the value of the securities due to the occurrence of a credit event involving the issuer of the securities. If the Fund does not own securities of the reference entity, the credit default swap may be seen to create a short position in the reference entity. If a Fund is a buyer and no credit event occurs, the Fund will typically recover nothing under the swap, but will have had to pay the required upfront payment or stream of continuing payments under the swap. When a Fund sells protection under a credit default swap, the position may have the effect of creating leverage in the Fund’s portfolio through the Fund’s indirect long exposure to the issuer or securities on which the swap is written. When a Fund sells protection, it may do so either to earn additional income or to create such a “synthetic” long position.

Whenever a Fund enters into a swap agreement, it takes on counterparty risk — the risk that its counterparty will be unable or unwilling to meet its obligations under the swap agreement. The Fund also takes the risk that the market will move against its position in the swap agreement. In the case of an interest rate swap, the value of the swap may increase or decrease depending on changes in interest rates. In the case of a credit default swap, the swap will become more or less valuable depending on the credit of the issuer of the underlying security, and, if a credit event occurs under a swap where the Fund is the seller of credit protection, the Fund could be required to purchase the security at par value, resulting in a significant loss to the Fund. When the Fund enters into any type of swap for hedging purposes, it is likely that the Fund will have an asset or liability that will offset any loss (or gain) on the swap, at least in part. Swap agreements may be non-transferable or otherwise highly illiquid, and a Fund may not be able to terminate or transfer a swap agreement at any particular time or at an acceptable price.

Swaptions. A Fund may also enter into options on swap agreements (“swaptions”). A swaption is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement, at some designated future time on specified terms. A Fund may write (sell) and purchase put and call swaptions. Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption. When a Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a Fund writes a swaption, upon exercise of the option the Fund will become obligated according to the terms of the underlying agreement. A Fund may enter into swaptions for the same purposes as swaps. See “Options,” below, for information regarding the accounting treatment of options.

Centrally Cleared Swaps. Certain clearinghouses currently offer clearing for limited types of derivatives transactions, principally credit derivatives. In a cleared derivative transaction, a Fund typically enters into the transaction with a financial institution counterparty, and performance of the transaction is effectively guaranteed by a central clearinghouse, thereby reducing or eliminating the Fund’s exposure to the credit risk of its original counterparty. The Fund will be required to post specified levels of margin with the clearinghouse or at the instruction of the clearinghouse; the margin required by a clearinghouse may be greater than the margin the Fund would be required to post in an uncleared transaction. Only a limited number of transactions are currently eligible for clearing.

During the term of a swap transaction, changes in the value of the swap are recognized as unrealized gains or losses by marking to market to reflect the market value of the swap. When the swap is terminated, a Fund will record a realized gain or loss equal to the difference, if any, between the proceeds from (or cost of) the closing transaction and a Fund’s basis in the agreement. Upfront swap premium payments paid or received by a Fund, if any, are recorded within the value of the open swap agreement on the Fund’s Statement of Assets and Liabilities and represent payments paid or received upon entering into the swap agreement to compensate for differences between stated terms of the swap agreement and prevailing market conditions (credit spreads, currency exchange rates, and other relevant factors). These upfront payments are recorded as realized gain or loss on the Fund’s Statement of Operations upon termination or maturity of the swap agreement.

During the term of a swap transaction, the periodic net payments can be made for a set period of time or may be triggered by a predetermined credit event. The net periodic payments may be based on a fixed or variable interest rate, the change in market value of a specified security, basket of securities or index, or the return generated by a security. These periodic payments received or made by the Funds are recorded in the accompanying Statements of Operations as realized gains and losses, respectively.

52

Notes to Financial Statements (Continued)

The Fund(s) listed in the following table had open swap agreements at December 31, 2011. A Fund’s current exposure to a counterparty is typically the fair value of the agreement.

Notional Amount		Currency	Expiration Date		Counterparty	Buy/Sell Protection	Receive (Pay) Fixed Rate			Deliverable on Default	Unrealized Appreciation (Depreciation)			Premium (Received) Paid			Value
	PIMCO Total Return Fund*
	Credit Default Swaps
	OTC Swaps
	2,300,000	USD		6/20/15	Barclays Bank PLC	Sell***		5.000%		CDX.EM.13 (PIMCO Rating: BA+)**	$	(63,362	)	$	222,700		$	159,338
	400,000	USD		12/20/15	Barclays Bank PLC	Sell***		1.000%		Federative Republic of Brazil (PIMCO Rating: BAA)**		(3,947	)		(2,308	)		(6,255	)
	1,800,000	USD		12/20/15	Barclays Bank PLC	Sell***		5.000%		CDX.EM.14 (PIMCO Rating: BA+)**		(80,562	)		211,200			130,638
	800,000	USD		3/20/16	Barclays Bank PLC	Sell***		1.000%		Republic of Italy (PIMCO Rating: A)**		(81,026	)		(28,502	)		(109,528	)
	100,000	USD		3/20/16	Barclays Bank PLC	Sell***		1.000%		Republic of Italy (PIMCO Rating: A)**		(10,414	)		(3,277	)		(13,691	)
	1,100,000	USD		3/20/16	Barclays Bank PLC	Sell***		1.000%		United Mexican States (PIMCO Rating: BAA+)**		(13,243	)		(5,308	)		(18,551	)
	1,800,000	USD		3/20/16	Barclays Bank PLC	Sell***		1.000%		Federative Republic of Brazil (PIMCO Rating: BAA)**		(26,200	)		(7,163	)		(33,363	)
	1,100,000	USD		6/20/16	Barclays Bank PLC	Sell***		1.000%		Federative Republic of Brazil (PIMCO Rating: BAA)**		(22,211	)		(1,593	)		(23,804	)
	1,600,000	USD		6/20/16	Barclays Bank PLC	Sell***		1.000%		People’s Republic of China (PIMCO Rating: AA-)**		(45,628	)		20,780			(24,848	)
	700,000	USD		6/20/16	Barclays Bank PLC	Sell***		5.000%		CDX.EM.15 (PIMCO Rating: BA+)**		(33,881	)		91,300			57,419
	100,000	USD		9/20/16	Barclays Bank PLC	Sell***		0.250%		French Republic (PIMCO Rating: AAA)**		(1,932	)		(6,114	)		(8,046	)
	500,000	EUR		12/20/16	Barclays Bank PLC	Buy		(1.000%	)	DJ ITRAXX16SEN2		(8,923	)		59,353			50,430
	800,000	USD		12/20/16	Barclays Bank PLC	Sell***		1.000%		Federative Republic of Brazil (PIMCO Rating: BAA)**		(2,108	)		(20,149	)		(22,257	)
	400,000	USD		3/20/21	Barclays Bank PLC	Sell***		1.000%		United Mexican States (PIMCO Rating: BAA+)**		(4,993	)		(19,146	)		(24,139	)
												(398,430	)		511,773			113,343
	800,000	USD		6/20/16	Credit Suisse Securities LLC	Sell***		1.000%		Federative Republic of Brazil (PIMCO Rating: BAA)**		(16,148	)		(1,164	)		(17,312	)
	200,000	USD		6/20/15	Goldman Sachs & Co.	Sell***		1.000%		United Kingdom Gilt (PIMCO Rating: AAA)**		(531	)		2,014			1,483
	100,000	USD		12/20/15	Goldman Sachs & Co.	Sell***		1.000%		United Kingdom of Great Britain and Northern Ireland (PIMCO Rating: AAA)**		(1,690	)		2,302			612
	600,000	USD		3/20/16	Goldman Sachs & Co.	Sell***		0.250%		French Republic (PIMCO Rating: AAA)**		(19,112	)		(22,592	)		(41,704	)
	500,000	USD		3/20/16	Goldman Sachs & Co.	Sell***		1.000%		Kingdom of Spain (PIMCO Rating: AA-)**		(19,547	)		(30,927	)		(50,474	)
	100,000	USD		3/20/16	Goldman Sachs & Co.	Sell***		1.000%		General Electric Capital Corp. (PIMCO Rating: AA+)**		(3,864	)		(1,685	)		(5,549	)
	400,000	USD		3/20/16	Goldman Sachs & Co.	Sell***		1.000%		Republic of Italy (PIMCO Rating: A)**		(40,268	)		(14,496	)		(54,764	)
	400,000	USD		3/20/16	Goldman Sachs & Co.	Sell***		1.000%		Kingdom of Spain (PIMCO Rating: AA-)**		(16,084	)		(24,295	)		(40,379	)
	500,000	USD		3/20/16	Goldman Sachs & Co.	Sell***		1.000%		Republic of Italy (PIMCO Rating: A)**		(51,850	)		(16,605	)		(68,455	)
	1,000,000	USD		9/20/16	Goldman Sachs & Co.	Sell***		0.250%		French Republic (PIMCO Rating: AAA)**		(29,731	)		(50,737	)		(80,468	)

53

Notes to Financial Statements (Continued)

Notional Amount		Currency	Expiration Date		Counterparty	Buy/Sell Protection	Receive (Pay) Fixed Rate			Deliverable on Default	Unrealized Appreciation (Depreciation)			Premium (Received) Paid			Value
	PIMCO Total Return Fund* (Continued)
	Credit Default Swaps (Continued)
	OTC Swaps (Continued)
	300,000	USD		9/20/16	Goldman Sachs & Co.	Sell***		1.000%		United Mexican States (PIMCO Rating: BAA+)**	$	(5,129	)	$	(1,414	)	$	(6,543	)
	1,000,000	USD		12/20/16	Goldman Sachs & Co.	Sell***		0.250%		French Republic (PIMCO Rating: AAA)**		(11,098	)		(74,755	)		(85,853	)
												(198,904	)		(233,190	)		(432,094	)
	200,000	USD		6/20/16	JP Morgan Chase Bank	Sell***		1.000%		Republic of Indonesia (PIMCO Rating: BA+)**		(3,943	)		(3,707	)		(7,650	)
	100,000	USD		9/20/16	JP Morgan Chase Bank	Sell***		1.000%		Federative Republic of Brazil (PIMCO Rating: BAA)**		(1,866	)		(609	)		(2,475	)
	300,000	USD		9/20/16	JP Morgan Chase Bank	Sell***		1.000%		People’s Republic of China (PIMCO Rating: AA-)**		(7,152	)		1,632			(5,520	)
												(12,961	)		(2,684	)		(15,645	)
	1,300,000	USD		3/20/16	Royal Bank of Scotland PLC	Sell***		0.250%		French Republic (PIMCO Rating: AAA)**		(50,342	)		(40,017	)		(90,359	)
	600,000	USD		3/20/16	Royal Bank of Scotland PLC	Sell***		1.000%		Japan Government (PIMCO Rating: AA-)**		(13,653	)		6,663			(6,990	)
	800,000	USD		3/20/16	Royal Bank of Scotland PLC	Sell***		1.000%		Republic of Italy (PIMCO Rating: A)**		(80,672	)		(28,856	)		(109,528	)
												(144,667)			(62,210	)		(206,877)
	1,000,000	USD		9/20/16	UBS AG	Sell***		1.000%		United Mexican States (PIMCO Rating: BAA+)**		(17,420	)		(4,388	)		(21,808	)
	100,000	USD		9/20/16	UBS AG	Sell***		1.000%		Republic of Indonesia (PIMCO Rating: BA+)**		(2,247	)		(1,578	)		(3,825	)
	700,000	USD		9/20/16	UBS AG	Sell***		1.000%		People’s Republic of China (PIMCO Rating: AA-)**		(16,515	)		3,634			(12,881	)
												(36,182	)		(2,332	)		(38,514	)
	Centrally Cleared Swaps
	11,300,000	USD		12/20/16		Buy		(1.000%	)	CDX.IG.17		(83,859	)		190,297			106,438

Notional Amount		Currency	Expiration Date		Counterparty	Payments Made by Fund	Payments Received by Fund	Unrealized Appreciation (Depreciation)			Premium Received (Paid)			Value
	Interest Rate Swaps
	OTC Swaps
	200,000	AUD		6/15/17	Barclays Bank PLC	6-Month AUD-BR-BBSW	Fixed 4.250%		$(955	)	$	(196	)	$	(1,151	)
	500,000	EUR		9/21/18	Barclays Bank PLC	6-Month EUR-EURIBOR	Fixed 2.500%		26,882			(8,408	)		18,474
	500,000	EUR		9/21/21	Barclays Bank PLC	6-Month EUR-EURIBOR	Fixed 3.000%		30,332			4,765			35,097
	1,400,000	EUR		9/21/21	Barclays Bank PLC	6-Month EUR-EURIBOR	Fixed 3.500%		170,115			7,493			177,608
	500,000	EUR		3/21/22	Barclays Bank PLC	6-Month EUR-EURIBOR	Fixed 3.000%		18,049			14,533			32,582
	4,200,000	EUR		3/21/22	Barclays Bank PLC	6-Month EUR-EURIBOR	Fixed 2.500%		149,343			(118,117	)		31,226
	600,000	GBP		3/21/22	Barclays Bank PLC	6-Month GBP-LIBOR-BBA	Fixed 3.000%		44,463			10,692			55,155
									438,229			(89,238	)		348,991
	500,000	USD		12/21/41	Credit Suisse Securities LLC	Fixed 4.000%	3-Month USD-LIBOR-BBA		(154,926	)		6,125			(148,801	)
	700,000	USD		6/15/41	JP Morgan Chase Bank	Fixed 4.250%	3-Month USD-LIBOR-BBA		(218,377	)		(24,682	)		(243,059	)

54

Notes to Financial Statements (Continued)

Notional Amount		Currency	Expiration Date		Counterparty	Payments Made by Fund	Payments Received by Fund	Unrealized Appreciation (Depreciation)			Premium Received (Paid)			Value
	PIMCO Total Return Fund* (Continued)
	Interest Rate Swaps (Continued)
	OTC Swaps (Continued)
	3,100,000	USD		9/19/13	Goldman Sachs & Co.	United States Federal Fund Effective Rate	Fixed 0.500%	$	13,686		$	(3,162	)	$	10,524
	600,000	USD		9/19/14	Goldman Sachs & Co.	United States Federal Fund Effective Rate	Fixed 1.000%		4,812			(2,562	)		2,250
									18,498			(5,724	)		12,774
	300,000	USD		12/21/41	Royal Bank of Scotland PLC	Fixed 4.000%	3-Month USD-LIBOR-BBA		(89,881	)		600			(89,281	)
	Centrally Cleared Swaps
	2,500,000	EUR		9/21/21		6-Month EUR EURIBOR	Fixed 3.500%		53,929			281,661			335,590
	700,000	EUR		3/21/22		6-Month EUR-EURIBOR	Fixed 2.500%		7,040			728			7,768
	300,000	USD		6/15/41		3-Month USD-LIBOR-BBA	Fixed 4.250%		(33,383	)		(73,551	)		(106,934	)
									27,586			208,838			236,424

AUD Australian Dollar

EUR Euro

GBP British Pound

USD U.S. Dollar

* Collateral for swap agreements held by Citigroup Global Markets, Inc. and Credit Suisse Securities LLC and received from Barclays Bank PLC and Goldman Sachs & Co. amounted to $17,000, $6,000, $540,000 and $280,000 in cash, respectively, at December 31, 2011; and collateral for swap agreements held by Citigroup Global Markets, Inc., Credit Suisse Securities LLC, Goldman Sachs & Co., Royal Bank of Scotland PLC, and UBS AG and received from JP Morgan Chase Bank amounted to $117,263, $252,079, $519,957, $285,648, $265,443, and $559,629 in securities, respectively, at December 31, 2011.

** Rating is determined by Pacific Investment Management Company LLC and represents a weighted average rating of all securities in the underlying index for credit default swaps. The source of the ratings for the underlying securities are Moody’s Investors Service, Inc., Standard & Poor’s Ratings Group, and/or Fitch Ratings. All ratings are as of the report date and do not reflect subsequent changes.

*** For each credit derivative with sold protection, the credit ratings of the entities referenced, as rated by any rating organization, are included in the equivalent Pacific Investment Management Company LLC’s rating category. The reference entity rating represents the likelihood of a potential payment by the Fund if the referenced entity experiences a credit event as of period end. Notional amounts represent the maximum potential amount of future payments (undiscounted) the Fund could be required to make under the credit derivatives with sold protection.

Options

A Fund may purchase and sell put and call options on securities or an index of securities to enhance investment performance or to protect against changes in market prices. A Fund that invests in debt securities may also purchase and sell put and call options to adjust the interest rate sensitivity of its portfolio or the credit exposure of the portfolio.

Call Options. A call option gives the holder the right to purchase, and obligates the writer to sell, a security at the strike price at any time before the expiration date. A Fund may write call options on a security it owns, in a “directional” strategy hoping to realize a greater current return through the receipt of premiums. In return for the option premium, the Fund takes the risk that it will have to forego any increase in the value of the security over the strike price. When a Fund has written a call option on a security it does not own, its exposure on such an option is theoretically unlimited. A Fund may enter into closing purchase transactions in order to realize a profit or limit a loss on a previously written call option or, in the case of a call option on a security it owns, to free itself to sell the underlying security or to write another call on the security, or protect a security from being called in an unexpected market rise. Any profits from a closing purchase transaction in the case of a call option on a security a Fund owns may be offset by a decline in the value of the underlying security. Conversely, because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from a closing purchase transaction

55

Notes to Financial Statements (Continued)

relating to a call option on a security a Fund owns is likely to be offset in whole or in part by unrealized appreciation of the underlying security owned by the Fund. A Fund may not be able to close out a call option that it has previously written.

Put Options. A put option gives the holder the right to sell, and obligates the writer to buy, a security at the exercise price at any time before the expiration date. A Fund may write put options in order to enhance its current return by taking a long directional position as to a security or index of securities. By writing a put option, the Fund assumes the risk that it may be required to purchase the underlying security for an exercise price higher than its then current market value, resulting in a potential capital loss unless the security later appreciates in value. A Fund may terminate a put option that it has written before it expires by entering into a closing purchase transaction. Any loss from this transaction may be partially or entirely offset by the premium received on the terminated option. A Fund may not be able to close out a put option that it has previously written.

Writing put and call options. 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.

Purchasing put and call options. A Fund may purchase put options to protect portfolio holdings against a decline in market value of a security or securities held by it. A Fund may also purchase a put option hoping to profit from an anticipated decline in the value of the underlying security. If the Fund holds the security underlying the option, the option premium and any transaction costs will reduce any profit the Fund might have realized had it sold the underlying security instead of buying the put option. A Fund may purchase call options to hedge against an increase in the price of securities that the Fund wants ultimately to buy. A Fund may also purchase a call option as a long directional investment hoping to profit from an anticipated increase in the value of the underlying security. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit the Fund might have realized had it bought the underlying security at the time it purchased the call option.

When a Fund purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Fund exercises the option or enters into a closing sale transaction before the option’s expiration. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, the Fund will lose part or all of its investment in the option. This contrasts with an investment by a Fund in the underlying security, since the Fund will not realize a loss if the security’s price does not change. Premiums paid for purchasing options that expire are treated as realized losses.

Exchange Traded Options. Exchange traded options purchased or sold by a Fund may be traded on a securities or options exchange or market. Such options typically have minimal exposure to counterparty risk. However, an exchange or market may at times find it necessary to impose restrictions on particular types of options transactions, such as opening transactions. If an underlying security ceases to meet qualifications imposed by the market or the Options Clearing Corporation, new series of options on that security will no longer be opened to replace expiring series, and opening transactions in existing series may be prohibited. 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.

OTC Options. OTC options purchased or sold by a Fund are not traded on securities or options exchanges or backed by clearinghouses. Rather, they are entered into directly between a Fund and the counterparty to the option. In the case of an OTC option purchased by the Fund, the value of the option to the Fund will depend on the willingness and ability of the option writer to perform its obligations to the Fund. In addition, OTC options may not be transferable and there may be little or no secondary market for them, so they may be considered illiquid. It may not be possible to enter into closing transactions with respect to OTC options or otherwise to terminate such options, and as a result a Fund may be required to remain obligated on an unfavorable OTC option until its expiration. OTC options are valued using prices supplied by a primary pricing source, selected pursuant to procedures approved by the Trustees.

56

Notes to Financial Statements (Continued)

The Fund(s) listed in the following table had open written option contracts at December 31, 2011. A Fund’s current exposure to a counterparty is typically the fair value of the contract.

Notional Amount		Expiration Date		Description	Premiums Received		Value
PIMCO Total Return Fund
	37,500		3/19/12	Eurodollar Futures Put, Strike 99.00	$	12,285	$	1,218
	15,600,000		4/30/12	Interest Rate Swaption USD 1 Year Put, Strike 2.00*		23,400		94
	5,800,000		4/30/12	Interest Rate Swaption USD 1 Year Put, Strike 2.00**		11,600		35
	1,000,000		6/18/12	Interest Rate Swaption USD 3 Year Put, Strike 3.00***		6,325		6
	2,800,000		8/13/12	Interest Rate Swaption USD 5 Year Put, Strike 1.70**		39,690		18,501
	400,000		8/13/12	Interest Rate Swaption USD 5 Year Put, Strike 1.70*		5,090		2,643
	4,100,000		9/24/12	Interest Rate Swaption USD 2 Year Put, Strike 2.25*		24,327		793
	1,500,000		11/19/12	Interest Rate Swaption USD 1 Year Put, Strike 1.00*		8,558		1,770
	1,800,000		11/19/12	Interest Rate Swaption USD 1 Year Put, Strike 1.75**		6,795		611
					$	138,070	$	25,671

* OTC traded option counterparty Goldman Sachs & Co.

** OTC traded option counterparty Royal Bank of Scotland PLC.

*** OTC traded option counterparty Credit Suisse Securities LLC.

Transactions in written option contracts during the year ended December 31, 2011, were as follows:

	Number of Contracts			Premiums Received
PIMCO Total Return Fund
Options outstanding at December 31, 2010		12,300,044		$	85,451
Options written		89,200,749			641,640
Options terminated in closing purchase transactions		(68,500,778	)		(589,021	)
Options outstanding at December 31, 2011		33,000,015		$	138,070

When-Issued, Delayed-Delivery, and Forward Commitment Transactions

A Fund may enter into when-issued, delayed-delivery, or forward commitment transactions in order to lock in the purchase price of the underlying security, or in order to adjust the interest rate exposure of the Fund’s existing portfolio. In when-issued, delayed-delivery, or forward commitment transactions, a Fund commits to purchase or sell particular securities, with payment and delivery to take place at a future date. Although a Fund does not typically pay for the securities until they are delivered, it immediately assumes the risks of ownership, including the risk of price fluctuation. If a Fund’s counterparty fails to deliver a security purchased on a when-issued, delayed-delivery, or forward commitment basis, there may be a loss, and the Fund may have missed an opportunity to make an alternative investment.

Prior to settlement of these transactions, the value of the subject securities will fluctuate. In addition, because the Fund is not required to make payment under these transactions until the delivery date, they may result in a form of leverage.

These securities are valued on the basis of valuations furnished by a pricing service, selected pursuant to procedures approved 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. Securities for which no market quotation is available are valued at fair value in accordance with procedures approved by the Trustees. The Funds record on a daily basis the unrealized appreciation (depreciation) based upon changes in the values of these securities. When a when-issued, delayed-delivery, or forward commitment transaction is closed, the Funds record a realized gain or loss equal to the difference between the value of the transaction at the time it was opened and the value of the transaction at the time it was closed.

57

Notes to Financial Statements (Continued)

Dollar Roll Transactions

A Fund may enter into dollar roll transactions, in which the Fund sells mortgage-backed securities for delivery in the current month and simultaneously contracts to purchase substantially similar securities on a specified future date from the same party. A Fund may invest in dollar rolls in order to benefit from anticipated changes in pricing for the mortgage-backed securities during the term of the transaction, or for the purpose of creating investment leverage. In a dollar roll, the securities that are to be purchased will be of the same type as the securities sold, but will be supported by different pools of mortgages.

Dollar rolls involve the risk that the Fund’s counterparty will be unable to deliver the mortgage-backed securities underlying the dollar roll at the fixed time. If the counterparty files for bankruptcy or becomes insolvent, a Fund’s use of the transaction proceeds may be restricted pending a determination by the counterparty or its representative, whether to enforce the Fund’s obligation to repurchase the securities. A Fund can incur a loss on a dollar roll transaction (either because its counterparty fails to perform or because the value of the mortgages subject to the transaction declines) and on the investments made by the Fund with the proceeds of the dollar roll transaction. Dollar roll transactions may have the effect of creating leverage in a Fund’s portfolio.

A Fund accounts for a dollar roll transaction as a purchase and sale whereby the difference in the sales price and purchase price of the security sold is recorded as a realized gain (loss). If certain criteria are met, these dollar roll transactions may be considered financing transactions, whereby the difference in the sales price and the future purchase price is recorded as an adjustment to interest income.

The PIMCO Total Return Fund had dollar roll transactions during the year ended December 31, 2011, which were accounted for as purchase and sale transactions.

Inflation-Indexed Bonds

The Funds may invest in inflation-indexed bonds, which are fixed income securities whose principal value or coupon is periodically adjusted according to the rate of inflation, as measured by the Consumer Price Index for All Urban Consumers (“CPI-U”) (for U.S. Treasury inflation-indexed bonds) or, generally, by a comparable inflation index calculated by the foreign government issuing the inflation-indexed bonds.

If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. The Funds may also invest in other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal. Any adjustments to the principal amount of an inflation-indexed bond due to inflation will be reflected as increases or decreases to interest income. Such adjustments may have a significant impact on the Fund’s distributions.

The value of inflation-indexed bonds is generally based on changes in real interest rates, which in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds. While the values of these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation, or that the rate of inflation in a foreign country will correlate to the rate of inflation in the United States. Additionally, if interest rates rise due to reasons other than inflation, investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

Bank Loans

Certain of the Funds may invest in bank loans including, for example, corporate loans, loan participations, direct debt, bank debt, and bridge debt. A Fund may invest in a loan by lending money to a borrower directly as part of a syndicate of lenders. In a syndicated loan, the agent that originated and structured the loan typically administers and enforces the loan on behalf

58

Notes to Financial Statements (Continued)

of the syndicate. Failure by the agent to fulfill its obligations may delay or adversely affect receipt of payment by a Fund. A Fund may also invest in loans through novations, assignments, and participation interests. In a novation, a Fund typically assumes all of the rights of a lending institution in a loan, including the right to receive payments of principal and interest and other amounts directly from the borrower and to enforce its rights as a lender directly against the borrower. When a Fund takes an assignment of a loan, the Fund acquires some or all of the interest of another lender (or assignee) in the loan. In such cases, the Fund may be required generally to rely upon the assignor to demand payment and enforce rights under the loan. If a Fund acquires a participation in the loan, the Fund purchases an indirect interest in a loan held by a third party and the Fund typically will have a contractual relationship only with the third party loan investor, not with the borrower. As a result, a Fund may have the right to receive payments of principal, interest, and any fees to which it is entitled only from the loan investor selling the participation and only upon receipt by such loan investor of such payments from the borrower. In such cases, a Fund assumes the credit risk of both the borrower and the loan investor selling the participation, and the Fund may be unable to realize some or all of the value of its interest in the loan in the event of the insolvency of the third party.

Changes in the financial condition of the borrower or economic conditions or other circumstances may reduce the capacity of the borrower to make principal and interest payments on such instruments and may lead to defaults. The value of any collateral securing a bank loan may decline after the Fund invests, and there is a risk that the value of the collateral may not be sufficient to cover the amount owed to the Fund.

At December 31, 2011, the Funds had no unfunded loan commitments.

Short Sales

A short sale is a transaction in which the Fund sells a security it does not own in anticipation that the market price of that security will decline. When the Fund makes a short sale on a security, it must borrow the security sold short and deliver it to a broker dealer through which it made the short sale as collateral for its obligation to deliver the security upon the conclusion of the sale. The Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any accrued interest and dividends on such borrowed securities. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will incur a loss, which could be unlimited, in cases where the Fund is unable for whatever reason to close out its short position; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely impacted by imperfect correlation between movements in the price of the security sold short and the securities being hedged.

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. A Fund, through its custodian, takes possession of the securities collateralizing the repurchase agreement in a segregated account. Repurchase agreements must be fully collateralized at all times, but involve some risk to a Fund if the other party should default on its obligation and the Fund is delayed or prevented from recovering the collateral, or if the Fund is required to return collateral to a borrower at a time when it may realize a loss on the investment of that collateral. Collateral for certain tri-party repurchase agreements is held at the Fund’s custodian or sub-custodian in a segregated account for the benefit of the Fund and the counterparty.

Reverse Repurchase Agreements

Each Fund may enter into reverse repurchase agreements with banks and broker-dealers to enhance return. Reverse repurchase agreements involve sales by a Fund of portfolio securities concurrently with an agreement by the Fund to repurchase the same securities at a later date at a fixed price. During the reverse repurchase agreement period, the Fund continues to receive principal and interest payments on the securities and also has the opportunity to earn a return on the collateral furnished by the counterparty to secure its obligation to redeliver the securities. A reverse repurchase agreement generally creates investment leverage. If the counterparty in a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund’s use of proceeds from the sale of its securities may be restricted while the other party or its trustee or receiver determines whether to enforce the Fund’s obligation to repurchase the securities.

59

Notes to Financial Statements (Continued)

The Fund(s) listed in the following table had open reverse repurchase agreements at December 31, 2011:

Description	Value
PIMCO Total Return Fund
Agreement with JP Morgan Chase Bank, dated 9/20/11, (0.450%), to be repurchased on demand until 9/16/13 at value plus accrued interest.	$	108,150
Average balance outstanding	$	298,648
Maximum balance outstanding	$	1,301,650
Average interest rate		(0.41	)%
Weighted average maturity		84 days

Average balance outstanding was calculated based on daily balances outstanding during the period that the Fund had entered into reverse repurchase agreements.

Accounting for Investment Transactions

Investment transactions are accounted for on the trade date. Realized gains and losses on sales of investments and unrealized appreciation and depreciation of investments are computed by the specific identification cost method. Proceeds received from litigation, if any, are included in realized gains on investment transactions for any investments that are no longer held in the portfolio and as a reduction in cost for investments that continue to be held in the portfolio. 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 and dividend expense are 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 after 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. The Funds estimate the components of distributions received that may be considered return of capital distributions or capital gain distributions.

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 resulting 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 or interest recorded on the books of the Funds and the amount actually received.

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 and loss, and 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 invest in foreign securities. Foreign securities, including ADRs, are subject to additional risks compared to securities of U.S. issuers, including international trade, currency, political, regulatory, and diplomatic risks. In addition,

60

Notes to Financial Statements (Continued)

fluctuations in currency exchange rates may adversely affect the values of foreign securities and the price of a Fund’s shares. Emerging markets securities are subject to greater risks than securities issued in developed foreign markets, including less liquidity, greater price volatility, higher relative rates of inflation, greater political and economic instability, and greater volatility in currency exchange rates.

Credit Risk

The Funds may invest a portion of their assets, directly or indirectly, in securities backed by mortgage loans, credit card receivables, and automotive loans. The values and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s perception of credit quality on such securities have resulted in increased volatility of market price and periods of decreased market activity that have adversely impacted the valuation and liquidity of such securities.

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 would 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, the Funds have not made any provision for federal income tax.

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 capital gains on investment transactions for a reporting period may differ significantly from distributions during such period.

3. Management Fees and Other Transactions

Investment Management Fees

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

Focused Equity Fund	0.75%
Fundamental Growth Fund	0.70%
Fundamental Value Fund	0.65%
PIMCO Total Return Fund	0.50%

MassMutual has entered into investment subadvisory agreements with the following unaffiliated investment subadvisers: Harris Associates L.P. for the Focused Equity Fund; Pacific Investment Management Company LLC for the PIMCO Total Return Fund; and Wellington Management Company, LLP for the Fundamental Growth Fund and Fundamental Value Fund. MassMutual pays a subadvisory fee to each of these subadvisers based upon the aggregate net assets under management which include (1) the average daily net assets of the specified Fund which it manages, and, if applicable, (2) the average daily net assets of all other funds or accounts of MassMutual or its affiliates for which the subadviser provides subadvisory services and which have substantially the same investment objectives, policies and investment strategies.

The Funds’ subadvisory fees are paid by MassMutual out of the management fees previously disclosed above.

61

Notes to Financial Statements (Continued)

Administration Fees

Under separate administrative and shareholder services agreements between each 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, based upon the average daily net assets of the applicable class of shares of the Fund, at the following annual rates:

	Class II
Focused Equity Fund		0.10%
Fundamental Growth Fund		0.10%
Fundamental Value Fund		0.10%
PIMCO Total Return Fund		0.10%

Expense Caps and Waivers

MassMutual agreed to bear the expenses of the Funds (other than extraordinary litigation and legal expenses, Acquired Fund fees and expenses^#, or other non-recurring or unusual expenses such as, for example, organizational expenses and shareholder meeting expenses) based upon the average daily net assets of the applicable class of shares of the Funds, as follows:

Focused Equity Fund*^^		Fundamental Value Fund**
Class II	0.90%	Class II	0.80%
Fundamental Growth Fund*^^		PIMCO Total Return Fund**^
Class II	0.85%	Class II	0.65%

# Acquired Fund fees and expenses are expenses borne indirectly by a Fund through investments in other pooled investment vehicles.

* Expense caps in effect through April 30, 2013.

** Expense caps in effect through April 30, 2012.

^ Expense caps also exclude interest expense.

^^ Expense caps also exclude interest expense and short sale dividend and loan expense.

Expense caps and waiver amounts are reflected as a reduction of expenses on the Statements of Operations.

Rebated Brokerage Commissions

The Fundamental Value Fund has entered into agreements with certain brokers whereby the brokers will rebate to the Fund, in cash, a portion of brokerage commissions. Rebated brokerage commissions are amounts earned by the Fund and are included with realized gain or loss on investment transactions presented in the Statements of Operations. For the year ended December 31, 2011, brokerage commissions rebated under these agreements amounted to $1,540.

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. Deferred compensation is included within Trustees’ fees and expenses in the Statements of Assets and Liabilities.

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.

62

Notes to Financial Statements (Continued)

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, 2011, 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
Focused Equity Fund	$	-	$	117,484,641	$	-	$	13,067,180
Fundamental Growth Fund		-		147,627,011		-		-
Fundamental Value Fund		-		68,261,527		-		20,403,864
PIMCO Total Return Fund		789,286,245		114,438,740		771,082,665		23,023,001

5. Capital Share Transactions

Changes in shares outstanding for each Fund were as follows:

	Year Ended December 31, 2011						Year Ended December 31, 2010
	Shares			Amount			Shares			Amount
Focused Equity Fund Class II*
Sold		11,000,000		$	110,000,000
Issued as reinvestment of dividends		17,374			166,793
Redeemed		-			-
Net increase (decrease)		11,017,374		$	110,166,793
Fundamental Growth Fund Class II*
Sold		15,000,000		$	150,000,000
Issued as reinvestment of dividends		-			-
Redeemed		-			-
Net increase (decrease)		15,000,000		$	150,000,000
Fundamental Value Fund Class II**
Sold		5,217,989		$	57,202,389			18,694,754		$	183,678,881
Issued as reinvestment of dividends		19,242			199,927			80,723			879,072
Redeemed		(805,857	)		(8,207,485	)		(7,342,519	)		(69,763,799	)
Net increase (decrease)		4,431,374		$	49,194,831			11,432,958		$	114,794,154
PIMCO Total Return Fund Class II**
Sold		11,707,541		$	117,047,558			21,290,525		$	213,715,026
Issued as reinvestment of dividends		26,442			267,068			134,507			1,323,552
Redeemed		(2,770,352	)		(27,993,624	)		(8,007,038	)		(80,534,931	)
Net increase (decrease)		8,963,631		$	89,321,002			13,417,994		$	134,503,647

* Fund commenced operations on December 8, 2011.

** Fund commenced operations on August 10, 2010.

63

Notes to Financial Statements (Continued)

6. Federal Income Tax Information

At December 31, 2011, 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)
Focused Equity Fund	$	111,189,285	$	2,299,467	$	(1,889,956	)	$	409,511
Fundamental Growth Fund		149,999,379		3,154,635		(3,876,303	)		(721,668	)
Fundamental Value Fund		166,657,300		14,781,651		(9,021,493	)		5,760,158
PIMCO Total Return Fund		277,730,334		4,639,436		(6,223,425	)		(1,583,989	)

Net capital loss carryforwards may be applied against any net realized taxable gains in succeeding years, subject to the carryforward period limitations, where applicable. On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President. The Modernization Act changed the capital loss carryforward rules as they relate to regulated investment companies. Capital losses generated in tax years beginning after the date of enactment may now be carried forward indefinitely, and retain the character of the original loss. Under pre-enactment law, capital losses could be carried forward for up to eight tax years as short-term capital losses. The provisions affecting the utilization of capital loss carryforwards under the Modernization Act also require the utilization of post-enactment losses prior to the utilization of pre-enactment losses.

At December 31, 2011, the following Fund(s) had post-enactment accumulated capital loss carryforwards:

	Long Term Capital Loss Carryforward		Short Term Capital Loss Carryforward
PIMCO Total Return Fund	$	-	$	1,277,677

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, 2011, was as follows:

	Ordinary Income		Long Term Capital Gain		Return of Capital
Focused Equity Fund	$	140,745	$	-	$	26,048
Fundamental Value Fund		199,927		-		-
PIMCO Total Return Fund		267,068		-		-

The tax character of distributions (including capital gain dividends, if any, designated pursuant to Section 852 of the Code) paid during the period ended December 31, 2010, was as follows:

	Ordinary Income		Long Term Capital Gain		Return of Capital
Fundamental Value Fund	$	879,072	$	-	$	-
PIMCO Total Return Fund		1,313,166		10,386		-

64

Notes to Financial Statements (Continued)

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, 2011, temporary book and tax accounting differences were primarily attributable to investments in forward contracts, futures contracts, options contracts, swap agreements, premium amortization accruals, the deferral of wash sale losses, and deferred Trustee compensation.

At December 31, 2011, the components of distributable earnings on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long Term Capital Gain (Capital Loss Carryover)			Other Temporary Differences			Unrealized Appreciation (Depreciation)
Focused Equity Fund	$	-	$	-		$	(192	)	$	409,511
Fundamental Growth Fund		-		-			(262	)		(721,559	)
Fundamental Value Fund		2,900,763		-			(4,838	)		5,760,158
PIMCO Total Return Fund		5,500,191		(1,277,677	)		96,421			(1,480,250	)

During the year ended December 31, 2011, 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)
Focused Equity Fund	$	(26,048	)	$	(6,658	)	$	32,706
Fundamental Growth Fund		(4,447	)		-			4,447
Fundamental Value Fund		-			550			(550	)
PIMCO Total Return Fund		-			(1,480,445	)		1,480,445

The Funds did not have any unrecognized tax benefits at December 31, 2011, 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, 2011, 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 to date. Foreign taxes are provided for based on the Funds’ understanding of the tax rules and rates that exist in the foreign markets in which they invest.

7. Indemnifications

Under the Funds’ organizational documents, current and former Trustees and Officers are provided with specified rights to 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 April and May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-03, “Reconsideration of Effective Control for Repurchase Agreements” (“ASU 2011-03”) and Accounting Standards Update No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and

65

Notes to Financial Statements (Continued)

IFRSs” (“ASU 2011-04”), respectively. ASU 2011-03 amends FASB Accounting Standards Codification Topic 860, “Transfers and Servicing,” specifically the criteria required to determine whether a repurchase or other similar agreement or a dollar roll transaction should be accounted for as sales of financial assets or secured borrowings with commitments. ASU 2011-04, which is the result of the work by the FASB and the International Accounting Standards Board to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP, amends FASB Accounting Standards Codification Topic 820, “Fair Value Measurement,” primarily expanding existing disclosure requirements for fair value measurements. ASU 2011-03 and ASU 2011-04 are each effective for fiscal years and interim periods beginning after December 15, 2011. Management is currently evaluating the implications of these changes and their impact on the financial statements.

66

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MML Series Investment Fund and Shareholders of MML Focused Equity Fund, MML Fundamental Growth Fund, MML Fundamental Value Fund, and MML PIMCO Total Return Fund (collectively, the “Funds”):

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of the Funds as of December 31, 2011, and the related statements of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds’ 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 Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included 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 on the effectiveness of the Funds’ 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 significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011, 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.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2011, the results of their operations for the year then ended, and the changes in their net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2012

67

Trustees and Officers (Unaudited)

The following table lists the Trust’s Trustees and Officers as of December 31, 2011; 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 Series Investment Fund, 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 H. Ayers Age: 69	Chairman Trustee	Since 2010 Since 1999	Retired.	68	Director (2008-2011), Celera Corporation; Director (1996-2008), Applera Corporation; Director (2002-2006), Instron Corporation; Chairman (since 2010), Trustee (since 1996), MassMutual Select Funds (open-end investment company).
Allan W. Blair Age: 63	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.	68	Director (2001-2007), Future Works, Inc.; Trustee (since 2003), MassMutual Select Funds (open-end investment company).
R. Alan Hunter, Jr. Age: 65	Trustee	Since 2003	Retired.	68	Director (since 2007), Actuant Corporation; Trustee (since 2003), MassMutual Select Funds (open-end investment company).
F. William Marshall, Jr. Age: 69	Trustee	Since 1996	Retired; Consultant (1999-2009).	104***	Trustee (since 2000), Denver Board – Oppenheimer Funds; Trustee (since 1996), MassMutual Select Funds (open-end investment company).
Susan B. Sweeney Age: 59	Trustee	Since 2009	Senior Vice President and Chief Investment Officer (since 2010), Selective Insurance Group (property and casualty company); Senior Managing Director (2008-2010), Ironwood Capital (private equity firm); Chief Investment Officer, Pension Fund (2002-2007), Office of the Treasurer of the State of Connecticut.	68	Trustee (since 2009), MassMutual Select Funds (open-end investment company).

68

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: 66	Trustee Vice Chairman	Since 2003 (2005-2007)	Retired.	70^^	Director (since 2006), Jefferies Group, Inc. (investment bank); Director (2007-2011), Scottish Re Group Ltd.; Director (2003-2010), Alabama Aircraft Industries, Inc.; Trustee (since 2003), Babson Capital Corporate Investors (formerly known as MassMutual Corporate Investors) (closed-end investment company); Trustee (since 2003), Babson Capital Participation Investors (formerly known as MassMutual Participation Investors) (closed-end investment company); Director (2005-2006), York Enhanced Strategies Fund (closed-end investment company); Trustee (since 2003), Vice Chairman (2005-2007), MassMutual Select Funds (open-end investment company).
Elaine A. Sarsynski^^^ Age: 56	Trustee	Since 2008	Executive Vice President (since 2006), Senior Vice President and Chief Administrative Officer (2005-2006), MassMutual.	100	Trustee (since 2008), MassMutual Select Funds (open-end investment company); Vice Chairperson and Trustee (since 2011), MassMutual Premier Funds (open-end investment company); Vice Chairperson and Trustee (since 2011), MML Series Investment Fund II (open-end investment company).

69

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: 49	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).	42
Michael C. Eldredge Age: 47	Vice President	Since 2009	Vice President (since 2008), MassMutual; Vice President (2005-2008), ING; Vice President (since 2009), MassMutual Select Funds (open-end investment company); Vice President (since 2009), MassMutual Premier Funds (open-end investment company); Vice President (since 2009), MML Series Investment Fund II (open-end investment company).	100
Andrew M. Goldberg Age: 45	Vice President, Secretary, and Chief Legal Officer Assistant Secretary	Since 2008 (2001- 2008)	Assistant Vice President and Counsel (since 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).	100
Nicholas H. Palmerino Age: 46	Chief Financial Officer and Treasurer	Since 2006	Assistant Vice President (since 2006), MassMutual; Vice President (2006), Consultant (2005-2006), JP Morgan Chase Worldwide Securities Services; 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).	100
Philip S. Wellman Age: 47	Vice President and Chief Compliance Officer	Since 2007	Vice President, Associate General Counsel, and Chief Compliance Officer (Mutual Funds and Investment Advisory) (since 2008), Vice President, Associate General Counsel, and Chief Compliance Officer (Mutual Funds) (2007-2008), 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).	100
Eric H. Wietsma Age: 45	Vice President	Since 2006	Senior Vice President (since 2010), Corporate Vice President (2007-2010), Vice President (2005-2007), MassMutual; 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).	100

70

Trustees and Officers (Unaudited) (Continued)

* 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 or her successor or until he or she 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.

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.

*** Denver Board – 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.

^^ Babson Capital Participation Investors and Babson Capital 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.

71

Federal Tax Information (Unaudited)

For corporate shareholders, a portion of the ordinary dividends paid during the Fund(s)’ year ended December 31, 2011, qualified for the dividends received deduction, as follows:

	Dividends Received Deductions
Focused Equity Fund		100.00%
Fundamental Value Fund		77.54%

72

Other Information (Unaudited)

Proxy Voting

A description of the policies and procedures that each Fund’s investment adviser and subadvisers 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 (“SEC”) 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 will be available, without charge, upon request, on the MassMutual website at http://www.massmutual.com/funds and on the SEC’s website at http://www.sec.gov.

Quarterly Reporting

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 and 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.

Trustees’ Approval of Investment Advisory Contracts

At their meeting in August 2011, the Trustees, including the Trustees who are not “interested persons” (as such term is defined in the 1940 Act) of the Trust, MassMutual, or subadvisers (the “Independent Trustees”), approved amended and restated investment management agreements with MassMutual (“Amended and Restated Investment Management Agreements”) for the Fundamental Value Fund and PIMCO Total Return Fund (the “Funds”), subject to approval by the shareholders of the Funds. In preparation for the meeting, the Trustees requested, and MassMutual provided in advance, certain materials relevant to the consideration of the Amended and Restated Investment Management Agreements (the “August Materials”). In all of their deliberations, the Trustees were advised by independent counsel.

In approving the Amended and Restated Investment Management Agreements, the Trustees considered the August Materials and information discussed with representatives of MassMutual at the meeting, as well as the fact that many of the provisions in the Amended and Restated Investment Management Agreements are intended to conform to comparable provisions contained in the form of investment management agreement MassMutual expects to propose for all new mutual funds to be advised by it. The Trustees noted that since their most recent approval of the Funds’ current investment management agreements, there had been no material adverse change relating to MassMutual and the nature or quality of services provided by MassMutual to the Funds. The Trustees also noted that the Amended and Restated Investment Management Agreements clarified the nature of MassMutual’s obligations to the Funds and the standard of care applicable to MassMutual’s performance of its obligations to the Funds. The Trustees further considered that no change was being proposed to the advisory fee paid by each Fund to MassMutual, and that MassMutual does not anticipate that the Funds’ expenses will change or increase, as applicable, in any material amount as a result of this proposed change.

In reviewing the contracts, the Trustees considered a number of factors they believed to be relevant to the interests of shareholders of the Funds, including: (i) the financial condition, stability, and business strategy of MassMutual; (ii) the ability of MassMutual with respect to regulatory compliance and its ability to monitor compliance with the investment policies of the Funds; (iii) MassMutual’s ability to provide investment oversight and administrative and shareholder services to the Funds; and (iv) the experience and qualifications of the personnel of MassMutual that perform, or oversee the performance of, the services provided to the Funds and the needs of the Funds for administrative and shareholder services.

Prior to the votes being taken to approve the Amended and Restated Investment Management Agreements, the Independent Trustees met separately in executive session to discuss the appropriateness of such contracts. 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.

73

Other Information (Unaudited) (Continued)

Based on the foregoing, the Trustees concluded that: (i) overall, they were satisfied with the nature, extent, and quality of services expected to be provided under the Amended and Restated Investment Management Agreements, including the anticipated level of MassMutual’s oversight of the Funds and the subadvisory process; and (ii) the terms of the Amended and Restated Investment Management Agreements are fair and reasonable with respect to each Fund and are in the best interest of each Fund’s shareholders. The Trustees also determined that in light of the nature of the proposed changes, it was not necessary to evaluate the Funds’ investment performance and whether the Funds’ fees reflected future expected economies of scale. After carefully considering the information summarized above, the Trustees, including the Independent Trustees voting separately, unanimously voted to approve the Amended and Restated Investment Management Agreements.

The Amended and Restated Investment Management Agreements became effective on December 15, 2011.

At their meeting in November 2011, the Trustees, including the Independent Trustees, approved the advisory agreements (“New Advisory Agreements”) for two new series of the Trust, the Focused Equity Fund and Fundamental Growth Fund (the “New Funds”), and the subadvisory agreements with Harris Associates L.P. (“Harris”) and Wellington Management Company, LLP (“Wellington Management”), respectively, for the New Funds (“New Subadvisory Agreements”), subject to approval by the shareholders of the New Funds of the New Advisory Agreements and New Subadvisory Agreements. The Trustees, including the Independent Trustees, also approved a renegotiated subadvisory agreement with Wellington Management for the Fundamental Value Fund, based on the new form of subadvisory agreement previously presented to the Trustees (“Renegotiated Subadvisory Agreement”). In preparation for the meeting, the Trustees requested, and MassMutual provided in advance, certain materials relevant to the consideration of the New Advisory Agreements, New Subadvisory Agreements, and Renegotiated Subadvisory Agreement (the “November Materials”). In all of their deliberations, the Trustees were advised by independent counsel.

In approving the New Advisory Agreements, the Trustees considered the November Materials and information discussed with representatives of MassMutual at the meeting relating to MassMutual and the nature, scope, and quality of services MassMutual would provide to the New Funds. In reviewing the contracts, the Trustees considered a number of factors they believed to be relevant to the interests of shareholders of the New Funds, including: (i) the financial condition, stability, and business strategy of MassMutual; (ii) the ability of MassMutual with respect to regulatory compliance and its ability to monitor compliance with the investment policies of the New Funds; (iii) MassMutual’s ability to provide investment oversight and administrative and shareholder services to the New Funds; and (iv) the experience and qualifications of the personnel of MassMutual that perform, or oversee the performance of, the services provided to the New Funds and the needs of the New Funds for administrative and shareholder services.

The Trustees also reviewed and considered information included in the November Materials or discussed at the meeting concerning possible economies of scale and potential profitability of MassMutual’s advisory relationship with the New Funds. The discussions and consideration included the intangible benefits derived by MassMutual and its affiliates resulting from their relationships with the New Funds and the so-called “fallout benefits” to MassMutual, such as any reputational value derived from serving as investment adviser to the New Funds, and the benefits accruing to the subadvisers due to so-called “soft dollar arrangements”.

In reviewing the New Subadvisory Agreements and Renegotiated Subadvisory Agreement, the Trustees discussed with MassMutual and considered a wide range of information about, among other things: (i) Harris and Wellington Management and their personnel with responsibilities for providing services to the New Funds and the Fundamental Value Fund, as applicable; (ii) the terms of each New Subadvisory Agreement and the Renegotiated Subadvisory Agreement; (iii) the scope and quality of services that Harris and Wellington Management will provide under each New Subadvisory Agreement and the Renegotiated Subadvisory Agreement, as applicable; (iv) the historical investment performance track record of Harris and Wellington Management with respect to the investment strategies to be employed for the New Funds; and (v) the fees payable to Harris and Wellington Management by MassMutual for the New Funds and the effect of such fees on the profitability to MassMutual.

Prior to the votes being taken to approve the New Advisory Agreements, New Subadvisory Agreements, and Renegotiated Subadvisory Agreement, the Independent Trustees met separately in executive session to discuss the appropriateness of such contracts. 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.

74

Other Information (Unaudited) (Continued)

Based on the foregoing, the Trustees concluded that: (i) overall, they were satisfied with the nature, extent, and quality of services expected to be provided under the New Advisory Agreements, New Subadvisory Agreements, and Renegotiated Subadvisory Agreement, including the anticipated level of MassMutual’s oversight of the New Funds and the Fundamental Value Fund and the subadvisory process; (ii) MassMutual’s projected level of profitability from its relationship to the New Funds was not excessive and the advisory and subadvisory fee amounts under the New Advisory Agreements and New Subadvisory Agreements, and the New Funds’ total expenses are fair and reasonable; (iii) the investment processes, research capabilities, and philosophies of Harris and Wellington Management appear well suited to each New Fund given its investment objective and policies; and (iv) the terms of the New Advisory Agreements, New Subadvisory Agreements, and Renegotiated Subadvisory Agreement are fair and reasonable with respect to each New Fund and the Fundamental Value Fund, respectively, are in the best interest of each New Fund’s and the Fundamental Value Fund’s shareholders. After carefully considering the information summarized above, the Trustees, including the Independent Trustees voting separately, unanimously voted to approve the New Advisory Agreements, New Subadvisory Agreements, and Renegotiated Subadvisory Agreement.

The New Advisory Agreements, New Subadvisory Agreements, and Renegotiated Subadvisory Agreement became effective on December 6, 2011.

Submission of Matters to a Vote of Security Holders

A Special Meeting of Shareholders of the Trust was held on December 15, 2011. Notice of the meeting, and a Proxy Statement, were distributed on or about November 4, 2011 to shareholders of record as of September 30, 2011. The results of the vote on the matters submitted to shareholders at the Special Meeting are as follows:

Proposal 1: To elect Richard H. Ayers, Allan W. Blair, Nabil N. El-Hage, Maria D. Furman, R. Alan Hunter, Jr., Robert E. Joyal, F. William Marshall, Jr., C. Ann Merrifield, Susan B. Sweeney, and Elaine A. Sarsynski as Trustees for an indefinite term of office.*

This matter was approved by the Trust’s shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Withhold		% of Shares Outstanding
Richard H. Ayers		765,495,692.880		733,539,199.436		94.864		31,956,493.444		4.133
Allan W. Blair		765,495,692.880		735,085,087.870		95.064		30,410,605.010		3.933
Nabil N. El-Hage		765,495,692.880		732,560,039.951		94.737		32,935,652.929		4.260
Maria D. Furman		765,495,692.880		735,207,544.500		95.080		30,288,148.380		3.917
R. Alan Hunter, Jr.		765,495,692.880		734,349,593.714		94.969		31,146,099.166		4.028
Robert E. Joyal		765,495,692.880		734,203,180.707		94.950		31,292,512.173		4.047
F. William Marshall, Jr.		765,495,692.880		733,163,357.565		94.815		32,332,335.315		4.182
C. Ann Merrifield		765,495,692.880		735,368,777.111		95.100		30,126,915.769		3.897
Susan B. Sweeney		765,495,692.880		735,078,542.652		95.063		30,417,150.228		3.934
Elaine A. Sarsynski		765,495,692.880		735,169,290.791		95.075		30,326,402.089		3.922

* Denotes Trust-wide proposal and voting results.

Proposal 2: To approve an Amended and Restated Agreement and Declaration of Trust.

This matter was approved by shareholders of each series of the Trust in existence as of September 30, 2011. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Fundamental Value Fund		15,629,594.510		15,629,594.510		100.000		.000		.000		.000		.000
PIMCO Total Return Fund		21,586,200.129		21,586,200.129		100.000		.000		.000		.000		.000

75

Other Information (Unaudited) (Continued)

Proposal 3: To approve an amended and restated investment management agreement.

This matter was approved by the following Funds’ shareholders. The results of the votes were as follows:

	Shares Voted		Shares For		% of Shares Outstanding		Against		% of Shares Outstanding		Abstain		% of Shares Outstanding
Fundamental Value Fund		15,629,594.510		15,629,594.510		100.000		.000		.000		.000		.000
PIMCO Total Return Fund		21,586,200.129		21,586,200.129		100.000		.000		.000		.000		.000

76

Other Information (Unaudited) (Continued)

Fund Expenses December 31, 2011

Expense Examples:

The following information is in regards to expenses for the six months ended December 31, 2011:

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, 2011.

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*
Focused Equity Fund**
Class II	$	1,000		0.90	%	$	1,004.60	$	0.57	$	1,020.70	$	4.58
Fundamental Growth Fund**
Class II		1,000		0.85	%		995.00		0.53		1,020.90		4.33
Fundamental Value Fund
Class II		1,000		0.80	%		941.50		3.91		1,021.20		4.08
PIMCO Total Return Fund
Class II		1,000		0.65	%		1,003.20		3.28		1,021.90		3.31

* Expenses are calculated using the annualized expense ratio for the six months ended December 31, 2011, 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 Fund(s) on December 8, 2011, through December 31, 2011, multiplied by the number of days in the inception period divided by the number of days in the year. Hypothetical expenses are calculated using the annualized expense ratio for the six months ended December 31, 2011, 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.

77

Distributor

MML Distributors, LLC

1295 State Street

Springfield, MA 01111-0001

^© 2012 Massachusetts Mutual Life Insurance Company, Springfield, MA 01111-0001. 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.

L4540c    112 CRN201303-156809

Item 2. Code of Ethics.

As of December 31, 2011, the Registrant adopted a Code of Ethics that applies to the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002. For the year ended December 31, 2011, there were no amendments to a provision of the Code of Ethics. A copy of its Code of Ethics is filed with this Form N-CSR under Item 12(a)(1).

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Trustees has determined that R. Alan Hunter, Jr. and Nabil N. El-Hage, both members of the Audit Committee, are audit committee financial experts as defined by the Securities and Exchange Commission (the “SEC”). Mr. Hunter and Mr. El-Hage are both “independent” as defined by the SEC for purposes of audit committee financial expert determinations.

Item 4. Principal Accountant Fees and Services.

References below to Deloitte & Touche LLP include its affiliates where applicable.

(a) AUDIT FEES: The aggregate fees billed to the Registrant for professional services rendered by its independent auditors, Deloitte & Touche LLP, for the audit of the Registrant’s annual financial statements for 2011 and 2010 were $845,123 and $736,711, respectively.

(b) AUDIT RELATED FEES: No such fees were billed to the Registrant by Deloitte & Touche LLP for 2011 and 2010. The aggregate fees billed to the Registrant’s adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant by Deloitte & Touche LLP* for 2011 and 2010 were $0 and $117,100, respectively. The 2010 audit related fees were for work performed in connection with an internal control review.

(c) TAX FEES: The aggregate fees billed to the Registrant for professional services rendered by Deloitte & Touche LLP for the review of Form 1120-RIC, Form 8613, excise distribution projections, distribution calculation and reasonable out of pocket expenses for 2011 and 2010 were $204,510 and $85,913, respectively. No such fees were billed to the Registrant’s adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant by Deloitte & Touche LLP* for 2011 and 2010.

(d) ALL OTHER FEES: No such fees were billed to the Registrant by Deloitte & Touche LLP for 2011 and 2010. No such fees were billed to the Registrant’s adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant by Deloitte & Touche LLP* for 2011 and 2010.

(e) (1) AUDIT COMMITTEE PRE-APPOVAL POLICY: All services to be performed for the Registrant by Deloitte & Touche LLP must be pre-approved by the audit committee. All services performed during 2011 and 2010 were pre-approved by the committee.

(2) Not applicable.

(f) Not applicable.

(g) The aggregate non-audit fees billed by Deloitte & Touche LLP for services rendered to the Registrant, the Registrant’s adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant, for the fiscal years 2011 and 2010 were $2,853,248 and $710,669, respectively.

(h) The audit committee considers whether the provision of non-audit services by Deloitte & Touche LLP to the Registrant’s adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining Deloitte & Touche LLP’s independence.

* Refers to fees that were required to be approved by the audit committee for services that relate directly to the operations and financial reporting of the Registrant.

Item 5. Audit Committee of Listed Registrants.

Not applicable to this filing.

Item 6. Investments.

Please see portfolio of investments contained in the Reports to Stockholders included under Item 1 of this form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to this filing.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to this filing.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to this filing.

Item 10. Submission of Matters to a Vote of Security Holders.

The following procedures for shareholders to submit nominee candidates to the Registrant’s Nominating Committee (the “Committee”) were amended by the Registrant’s Board of Trustees as of January 5, 2012.

A Fund shareholder must follow the following procedures in order to properly submit a nominee recommendation for the Committee’s consideration.

1. The shareholder must submit any such recommendation (a “Shareholder Recommendation”) in writing to the Funds’ Committee, to the attention of the Secretary, at the address of the principal executive offices of the Funds.

2. The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Funds at least 60 calendar days before the date of the meeting at which the Committee is to select a nominee for Independent Trustee.

3. The Shareholder Recommendation must include:

(i) a statement in writing setting forth:

(A) the name, age, date of birth, phone number, business address, residence address, nationality, and pertinent qualifications of the person recommended by the shareholder (the “Candidate”), including an explanation of why the shareholder believes the Candidate will make a good Trustee;

(B) the class or series and number of all shares of the Funds owned of record or beneficially by the Candidate, as reported to such shareholder by the Candidate;

(C) any other information regarding the Candidate called for with respect to director nominees by paragraphs (a), (d), (e), and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Funds);

(D) any other information regarding the Candidate that would be required to be disclosed if the Candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of Trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and

(E) whether the recommending shareholder believes that the Candidate is or will be an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds and, if not an “interested person,” information regarding the Candidate that will be sufficient for the Funds to make such determination;

(ii) the written and signed consent of the Candidate to be named as a nominee, consenting to: (1) the disclosure, as may be necessary or appropriate, of such Candidate’s information submitted in accordance with (i) above; and (2) service as a Trustee, if elected;

(iii) the recommending shareholder’s name as it appears on the Funds’ books, the number of all shares of each series and class of the Funds owned beneficially and of record by the recommending shareholder;

(iv) a description of all arrangements or understandings between the recommending shareholder and the Candidate and any other person or persons (including their names) pursuant to which the Shareholder Recommendation is being made by the recommending shareholder; and

(v) such other information as the Committee may require the Candidate to furnish, as the Committee may reasonably require or deem necessary to determine the eligibility of such Candidate to serve as a Trustee, or to satisfy applicable law.

Item 11. Controls and Procedures.

(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this Form N-CSR, to provide reasonable assurance that the information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, based on their evaluation of these disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a) (1) Code of Ethics (Item 2) is attached.

(a) (2) Certifications of the Principal Executive Officer and Principal Financial Officer of the Registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) are attached hereto as Exhibit 99CERT.

(a) (3) Not applicable to this filing.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as required by Rule 30a-2(b), under the 1940 Act (17 CFR 270.30a-2(b)), Rule 15d-14(b) under the Securities Exchange Act of 1934 (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) are attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) MML Series Investment Fund

By (Signature and Title)	/s/ Richard J. Byrne
	Richard J. Byrne, President and Principal Executive Officer
Date 2/27/12

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)	/s/ Richard J. Byrne
	Richard J. Byrne, President and Principal Executive Officer
Date 2/27/12

By (Signature and Title)	/s/ Nicholas H. Palmerino
	Nicholas H. Palmerino, Treasurer and Principal Financial Officer
Date 2/27/12