0000897436-05-000394 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • August 29th, 2005 • MML Series Investment Fund II • Massachusetts

This Agreement and Plan of Reorganization (the “Agreement”) is made as of April 29, 2005 in Boston, Massachusetts, by and among MML Series Investment Fund II (the “Series Investment Fund II”), a Massachusetts business trust, on behalf of its MML Managed Bond Fund series(“Acquiring Fund”), MML Series Investment Fund (the “Series Investment Fund”), a Massachusetts business trust, on behalf of its MML Managed Bond Fund series (“Acquired Fund”) and Massachusetts Mutual Life Insurance Company, a Massachusetts corporation.

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AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • August 29th, 2005 • MML Series Investment Fund II • Massachusetts

This Agreement and Plan of Reorganization (the “Agreement”) is made as of April 29, 2005 in Boston, Massachusetts, by and among MML Series Investment Fund II (the “Series Investment Fund II”), a Massachusetts business trust, on behalf of its MML Inflation-Protected Bond Fund series(“Acquiring Fund”), MML Series Investment Fund (the “Series Investment Fund”), a Massachusetts business trust, on behalf of its MML Inflation-Protected Bond Fund series (“Acquired Fund”) and Massachusetts Mutual Life Insurance Company, a Massachusetts corporation.

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