<PAGE>
As filed with the Securities and Exchange Commission on April 26, 1996
--
Securities Act File No. 33-73824
Investment Company Act File No. 811-8274
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 2 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 4 [X]
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
(Exact Name of Registrant as Specified in Charter)
1295 State Street
Springfield, Massachusetts 01111
-------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (413) 788-8411
--------------
Stephen L. Kuhn
MassMutual Institutional Funds
1295 State Street
Springfield, MA 01111
(Name and Address of Agent for Service)
Copies to:
Peter MacDougall, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
Approximate date of commencement of proposed sale to the public: As soon as
practical after the effective date of the Registration Statement.
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[x] on May 1, 1996 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
DECLARATION PURSUANT TO RULE 24F-2
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant hereby declares that an indefinite number or amount of its shares
have been registered under the Securities Act of 1933. Registrant's Rule 24f-2
Notice on Form 24F-2 for the fiscal year ending December 31, 1995 was filed on
February 23, 1996.
<PAGE>
MASSMUTUAL INSTITUTIONAL FUNDS
FORM N-1A
CROSS REFERENCE SHEET
------------------------------
<TABLE>
<CAPTION>
Part A
Item No. Prospectus Heading
- -------- ------------------
<S> <C> <C>
1 Cover Page Cover Page
2 Synopsis Expense Information
3 Condensed Financial Financial Highlights
Information
4 General Description of The Trust; Investment
Registrant Objectives and Policies
of the Funds; Investment
Practices of the Funds
and Related Risks;
Description of Shares;
5 Management of the Fund The Trust; Investment
Manager and Sub-Advisers;
Distributor, Transfer
Agent, Shareholder
Servicing Agent,
Custodian; Expense
Information
6 Capital Stock and The Trust; Distributions
Other Securities and Taxation; Description
of Shares
7 Purchase of Securities How to Purchase,
Being Offered Exchange, Convert and
Redeem Shares;
Distributor, Transfer
Agent, Shareholder
Servicing Agent,
Custodian; How Fund
Shares are Priced
8 Redemption or How to Purchase,
Repurchase Exchange, Convert and
Redeem Shares
9 Pending Legal Inapplicable
Proceedings
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
Part B Heading in Statement
Item No. of Additional Information
- -------- -------------------------
<S> <C> <C>
10 Cover Page Cover Page
11 Table of Contents Table of Contents
12 General Information General Information
and History
13 Investment Objectives Additional Investment
and Policies Policies; Fundamental
Investment Restrictions;
Non-Fundamental
Investment Restrictions
14 Management of the Fund Management of the Trust;
Compensation;
Compensation Table
15 Control Persons and Control Persons and
Principal Holders of Principal Holders of
Securities Securities
16 Investment Advisory Investment Manager and
and Other Services Sub-Advisers; The
Distributor; Custodian,
Dividend Disbursing Agent
and Transfer Agent
17 Brokerage Allocation Portfolio Transactions
and Other Practices and Brokerage
18 Capital Stock and Management of the Trust;
Other Securities Description of Shares
19 Purchase, Redemption Shareholder Investment
and Pricing of Account; Redemption of
Securities Being Shares; Valuation of
Offered Portfolio Securities
20 Tax Status Taxation
21 Underwriters The Distributor
22 Calculation of Investment Performance
Performance Data
23 Financial Statements Financial Statements
</TABLE>
iii
<PAGE>
Part C
- ------
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.
iv
<PAGE>
MASSMUTUAL INSTITUTIONAL FUNDS
1295 State Street
Springfield, Massachusetts 01111
(413) 788-8411
MassMutual Institutional Funds (the "Trust") is a professionally managed
investment company consisting of seven separate series of shares (the "Funds").
The Trust is designed to offer investors both the opportunity to pursue
long-term investment goals and the flexibility to respond to changes in their
investment objectives and economic and market conditions. Each Fund has a
distinct investment objective.
(1) MassMutual Prime Fund - Seeks to maximize current income to the extent
consistent with liquidity and the preservation of capital by investing in a
diversified portfolio of money market instruments. The Prime Fund is not a
money market fund.
(2) MassMutual Short-Term Bond Fund - Seeks to achieve a high total rate of
return primarily from current income while minimizing fluctuations in
capital values by investing primarily in a diversified portfolio of
short-term investment grade fixed income securities.
(3) MassMutual Core Bond Fund - Seeks to achieve a high total rate of return
consistent with prudent investment risk and the preservation of capital by
investing primarily in a diversified portfolio of investment grade fixed
income securities.
(4) MassMutual Balanced Fund - Seeks to achieve a high total rate of return
over an extended period of time consistent with the preservation of capital
values by investing in a diversified portfolio of equity securities, fixed
income securities and money market instruments.
(5) MassMutual Value Equity Fund - Seeks to achieve long-term growth of
capital and income by investing primarily in a diversified portfolio of
equity securities of larger well-established companies.
(6) MassMutual Small Cap Value Equity Fund - Seeks to achieve long-term
growth of capital and income by investing primarily in a diversified
portfolio of equity securities of smaller companies.
(7) MassMutual International Equity Fund - Seeks to achieve a high total
rate of return over the long term by investing in a diversified portfolio of
foreign and domestic securities, primarily common stocks and securities
having the characteristics of common stocks, such as convertible securities.
This Prospectus sets forth concisely the information about the Funds and the
Trust that a prospective investor should know before investing. Please read it
carefully and retain it for future reference. Certain additional information
about the Funds and the Trust is contained in a Statement of Additional
Information dated May 1, 1996, which has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. This additional
information is available without charge by writing to the Secretary, MassMutual
Institutional Funds, 1295 State Street, Springfield, MA 01111.
Massachusetts Mutual Life Insurance Company ("MassMutual") or (the "Adviser") is
the investment manager to each of the Funds. Concert Capital Management, Inc.
("Concert Capital") is the investment sub-adviser to the Value Equity Fund, the
Small Cap Value Equity Fund and the Value Equity Sector of the Balanced Fund.
HarbourView Asset Management Corporation ("HarbourView") is the investment
sub-adviser to the International Equity Fund. Concert Capital and HarbourView
are hereinafter collectively referred to as the ("Sub-Adviser").
Each of the Funds offers four classes of shares. Class 1, Class 2 and Class 3
shares of each Fund are intended to be purchased primarily by defined
contribution plans that satisfy the qualification requirements of Section 401(a)
of the Internal Revenue Code of 1986, including 401(k) plans, profit sharing
plans, money purchase plans and target benefit plans. Class 4 shares of each
Fund are available only to separate investment accounts of MassMutual in which
corporate qualified plans including defined contribution plans and defined
benefit plans are permitted to invest pursuant to the issuance of group annuity
contracts.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
DISTRIBUTOR
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Two World Trade Center
New York, New York 10048
PROSPECTUS May 1, 1996.
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Expense Information................................................... 3
Financial Highlights.................................................. 7
The Trust............................................................. 14
Investment Objectives And Policies Of The Funds....................... 14
Investment Practices Of The Funds And Related Risks................... 18
How To Purchase, Exchange, Convert And Redeem Shares.................. 20
Investment Manager And Sub-Advisers................................... 21
</TABLE>
<TABLE>
<S> <C>
Distributor, Transfer Agent, Shareholder Servicing Agent, Custodian... 22
Description Of Shares................................................. 23
How Fund Shares Are Priced............................................ 23
Distributions And Taxation............................................ 23
Investment Performance................................................ 24
Glossary.............................................................. 27
</TABLE>
2
<PAGE>
Expense Information
These tables should help you understand the kinds of expenses you will bear
directly or indirectly. The Expense Information provides estimates of how much
it will cost to operate the Funds for a year, based on expenses incurred by the
Funds during the fiscal year ended December 31, 1995, including any applicable
expense limitations.
CLASS 1
<TABLE>
<CAPTION>
Small Cap
Short-term Core Value Value International
Prime Bond Bond Balanced Equity Equity Equity
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses
(As a percentage of offering price)
Maximum Sales Charge
Imposed on Purchases
and Reinvested Dividends............... None None None None None None None
Annual Operating Expenses
(As a percentage of average
net assets)
Management Fees......................... .45% .45% .45% .45% .45% .55% .85%
Waiver/(1)/............................ (.03%) (.03%) (.04%) (.04%) (.05%) (.04%) (.09%)
12b-1 Fees.............................. .65% .65 .65% .65% .65% .65% .65%
Other Expenses.......................... .58% .58% .59% .59% .60% .59% .74%
TOTAL OPERATING
EXPENSES/(1)/ 1.65% 1.65% 1.65% 1.65% 1.65% 1.75% 2.15%
</TABLE>
(1) MassMutual has indefinitely agreed that any expenses that would cause Total
Operating Expenses of the Funds to exceed the amounts set forth herein will be
reimbursed by MassMutual. Such expense limitations are voluntary and may be
removed at any time without prior notice to existing shareholders (although the
Prospectus will be revised accordingly). Non-recurring or extraordinary expenses
are generally excluded in the determination of expense ratios of the Funds for
purposes of calculating any voluntary expense reimbursement. Yield or total
return for any period when an expense limitation is in effect will be greater
than if the limitation had not been in effect. Without the Management Fees
Waivers set forth above, Total Operating Expenses for the Prime Fund and
Short-Term Bond Fund would be 1.68% each; Core Bond Fund and Balanced Fund would
be 1.69% each; Value Equity Fund 1.70%; Small Cap Value Equity Fund 1.79%; and
International Equity Fund 2.24%.
EXAMPLE: An investor would pay the following expenses on an investment of
$1,000 in the Fund assuming: (a) 5% annual return and (b) redemption at the end
of each time period.
<TABLE>
<CAPTION>
Small Cap
Short-Term Core Value Value International
Prime Bond Bond Balanced Equity Equity Equity
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 17 $ 17 $ 17 $ 17 $ 17 $ 18 $ 22
3 Years $ 52 $ 52 $ 52 $ 52 $ 52 $ 55 $ 67
5 Years $ 90 $ 90 $ 90 $ 90 $ 90 $ 95 $115
10 Years $195 $195 $195 $195 $195 $206 $248
</TABLE>
The example should not be considered a representation of future expenses and
actual expenses may be greater or less than those shown.
Long-term shareholders may pay more in Rule 12b-1 fees than the equivalent of
the maximum front-end sales charges otherwise permitted by the National
Association of Securities Dealers' Rules. See "How to Purchase, Exchange,
Convert and Redeem Shares."
3
<PAGE>
CLASS 2
<TABLE>
<CAPTION>
Small Cap
Short-Term Core Value Value International
Prime Bond Bond Balanced Equity Equity Equity
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses
(As a percentage of offering price)
Maximum Sales Charge
Imposed on Purchases
and Reinvested Dividends............... None None None None None None None
Annual Operating Expenses
(As a percentage of average
net assets)
Management Fees......................... .45% .45% .45% .45% .45% .55% .85%
Waiver/(1)/.......................... (.03%) (.03%) (.04%) (.04%) (.05%) (.04%) (.09%)
12b-1 Fees.............................. .15% .15% .15% .15% .15% .15% .15%
Other Expenses.......................... .53% .53% .54% .54% .55% .54% .69%
TOTAL OPERATING
EXPENSES/(1)/ 1.10% 1.10% 1.10% 1.10% 1.10% 1.20% 1.60%
</TABLE>
(1) MassMutual has indefinitely agreed that any expenses that would cause Total
Operating Expenses of the Funds to exceed the amounts set forth herein will be
reimbursed by MassMutual. Such expense limitations are voluntary and may be
removed at any time without prior notice to existing shareholders (although the
Prospectus will be revised accordingly). Non-recurring or extraordinary expenses
are generally excluded in the determination of expense ratios of the Funds for
purposes of calculating any voluntary expense reimbursement. Yield or total
return for any period when an expense limitation is in effect will be greater
than if the limitation had not been in effect. Without the Management Fees
Waiver set forth above, Total Operating Expenses for the Prime Fund and Short-
Term Bond Fund would be 1.13% each; Core Bond Fund and Balanced Fund would be
1.14% each; Value Equity Fund 1.15%; Small Cap Value Equity Fund 1.24%; and
International Equity Fund 1.69%.
EXAMPLE: An investor would pay the following expenses on an investment of
$1,000 in the Fund assuming: (a) 5% annual return and (b) redemption at the end
of each time period.
<TABLE>
<CAPTION>
Small Cap
Short-Term Core Value Value International
Prime Bond Bond Balanced Equity Equity Equity
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 11 $ 11 $ 11 $ 11 $ 11 $ 12 $ 16
3 Years $ 35 $ 35 $ 35 $ 35 $ 35 $ 38 $ 51
5 Years $ 61 $ 61 $ 61 $ 61 $ 61 $ 66 $ 87
10 Years $134 $134 $134 $134 $134 $145 $190
</TABLE>
The example should not be considered a representation of future expenses and
actual expenses may be greater or less than those shown.
Long-term shareholders may pay more in Rule 12b-1 fees than the equivalent of
the maximum front-end sales charges otherwise permitted by the National
Association of Securities Dealers' Rules.
See "How to Purchase, Exchange, Convert and Redeem Shares."
4
<PAGE>
CLASS 3
<TABLE>
<CAPTION>
Small Cap
Short-Term Core Value Value International
Prime Bond Bond Balanced Equity Equity Equity
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses
(As a percentage of offering price)
Maximum Sales Charge
Imposed on Purchases
and Reinvested Dividends............... None None None None None None None
Annual Operating Expenses
(As a percentage of average
net assets)
Management Fees......................... .45% .45% .45% .45% .45% .55% .85%
Waiver/(1)/.......................... (.03%) (.03%) (.04%) (.04%) (.05%) (.04%) (.09%)
12b-1 Fees.............................. None None None None None None None
Other Expenses.......................... .33% .33% .34% .34% .35% .34% .59%
TOTAL OPERATING
EXPENSES/(1)/ .75% .75% .75% .75% .75% .85% 1.35%
</TABLE>
(1) MassMutual has indefinitely agreed that any expenses that would cause Total
Operating Expenses of the Funds to exceed the amounts set forth herein will be
reimbursed by MassMutual.
Such expense limitations are voluntary and may be removed at any time without
prior notice to existing shareholders (although the Prospectus will be revised
accordingly). Non-recurring or extraordinary expenses are generally excluded in
the determination of expense ratios of the Funds for purposes of calculating any
voluntary expense reimbursement. Yield or total return for any period when an
expense limitation is in effect will be greater than if the limitation had not
been in effect. Without the Management Fees Waiver set forth above, Total
Operating Expenses for the Prime Fund and Short-Term Bond Fund would be .78%;
Core Bond Fund and Balanced Fund would be .79% each; Value Equity Fund .80%;
Small Cap Value Equity Fund .89%; and International Equity Fund 1.44%.
EXAMPLE: An investor would pay the following expenses on an investment of
$1,000 in the Fund assuming: (a) 5% annual return and (b) redemption at the end
of each time period.
<TABLE>
<CAPTION>
Small Cap
Short-Term Core Value Value International
Prime Bond Bond Balanced Equity Equity Equity
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 8 $ 8 $ 8 $ 8 $ 8 $ 9 $ 14
3 Years $ 24 $ 24 $ 24 $ 24 $ 24 $ 27 $ 43
5 Years $ 42 $ 42 $ 42 $ 42 $ 42 $ 47 $ 74
10 Years $ 93 $ 93 $ 93 $ 93 $ 93 $ 105 $ 162
</TABLE>
The example should not be considered a representation of future expenses and
actual expenses may be greater or less than those shown.
5
<PAGE>
CLASS 4
<TABLE>
<CAPTION>
Small Cap
Short-Term Core Value Value International
Prime Bond Bond Balanced Equity Equity Equity
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses
(As a percentage of offering price)
Maximum Sales Charge
Imposed on Purchases
and Reinvested Dividends............... None None None None None None None
Annual Operating Expenses
(As a percentage of average
net assets)
Management Fees......................... .45% .45% .45% .45% .45% .55% .85%
Waiver/(1)/.......................... (.031%) (.033%) (.042%) (.039%) (.0461%) (.044%) (.090%)
12b-1 Fees.............................. None None None None None None None
Custody................................. .008% .012% .013% .013% .0093% .013% .138%
Other Expenses.......................... .089% .090% .092% .088% .0935% .092% .104%
TOTAL OPERATING
EXPENSES/(2)/ .516% .519% .513% .512% .5067% .611% 1.002%
</TABLE>
(1) MassMutual has indefinitely agreed to reimburse management fees in an
amount necessary to result in Total Operating Expenses being equal to current
separate account investment management and custody fees. This expense
reimbursement is voluntary and may be removed at any time without prior notice
to existing shareholders (although the Prospectus will be revised accordingly).
Non-recurring or extraordinary expenses are generally excluded in the
determination of expense ratios of the Funds for purposes of calculating any
voluntary expense reimbursement. Yield or total return for any period when an
expense limitation is in effect will be greater than if the limitation had not
been in effect. Absent such reimbursement, Total Operating Expenses would be as
follows: Prime Fund .547%; Short-Term Bond Fund .552%; Core Bond Fund .555%;
Balanced Fund .551%; Value Equity Fund .5528%; Small Cap Value Equity Fund
.655%; and International Equity Fund 1.092%.
(2) There are no current client expenses for separate accounts, but employee
benefit plans that invest in the separate accounts are subject to charges
imposed in their group annuity contracts, as set forth in their respective Plan
Documents. See the Glossary for a definition of Plan Documents.
EXAMPLE: An investor would pay the following expenses on an investment of
$1,000 in the Fund assuming: (a) 5% annual return and (b) redemption at the end
of each time period.
<TABLE>
<CAPTION>
Small Cap
Short-Term Core Value Value International
Prime Bond Bond Balanced Equity Equity Equity
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 5 $ 5 $ 5 $ 5 $ 5 $ 6 $ 10
3 Years $ 17 $ 17 $ 16 $ 16 $ 16 $ 20 $ 32
5 Years $ 29 $ 29 $ 29 $ 29 $ 28 $ 34 $ 55
10 Years $ 65 $ 65 $ 64 $ 64 $ 64 $ 76 $123
</TABLE>
The example should not be considered a representation of future expenses and
actual expenses may be greater or less than those shown.
6
Financial Highlights
The information in the following tables has been derived from the financial
statements audited by Coopers & Lybrand L.L.P., independent accountants, whose
report on the financial statements of the Funds is included in the Trust's
Annual Report and in its Statement of Additional Information. Further
information about the performance of the Funds is contained in the Annual
Report. The Statement of Additional Information and the Annual Report may be
obtained without charge by writing the Trust's Secretary.
<PAGE>
MassMutual Prime Fund
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
----------- -----------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94@** 12/31/95 12/31/94@**
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period (Note 8) $ 150.39 $ 150.00 $ 150.56 $ 150.00
----------- ----------- ----------- ------------
Income (loss) from investment operations:
Net investment income 6.90*** 1.02 7.78*** 1.16
Net realized and unrealized gain (loss) on investments (0.01) 0.42 (0.02) 0.57
----------- ----------- ----------- ------------
Total income (loss) from investment operations 6.89 1.44 7.76 1.73
----------- ----------- ----------- ------------
Less distributions to shareholders:
From net investment income (6.23) (1.05) (7.08) (1.17)
----------- ----------- ----------- ------------
Net asset value, end of period $ 151.05 $ 150.39 $ 151.24 $ 150.56
=========== =========== =========== ============
Total Return 4.58% 0.96% 5.16% 1.15%
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 105 $ 101 $ 106 $ 101
Net expenses to average daily net assets 1.65%# 1.65%#* 1.10%# 1.10%#*
Net investment income to average daily net assets 4.48% 4.07%* 5.03% 4.62%*
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.68% 1.69%* 1.13% 1.14%*
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
----------- -----------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94@** 12/31/95 12/31/94@**
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 150.61 $ 150.00 $ 150.36 $ 150.00
----------- ----------- ---------- ------------
Income (loss) from investment operations:
Net investment income 8.33*** 1.21 8.70*** 1.55
Net realized and unrealized gain (loss) on investments (0.01) 0.61 (0.02) 0.34
----------- ----------- ---------- ------------
Total income (loss) from investment operations 8.32 1.82 8.68 1.89
----------- ----------- ---------- ------------
Less distributions to shareholders:
From net investment income (7.61) (1.21) (7.98) (1.53)
----------- ----------- ---------- ------------
Net asset value, end of period $ 151.32 $ 150.61 $ 151.06 $ 150.36
=========== =========== ========== ============
Total Return 5.53% 1.21% 5.78%+ 1.26%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 106 $ 101 $253,936 $170,548
Net expenses to average daily net assets 0.75%# 0.75%#* 0.5160%# 0.5160%#*
Net investment income to average daily net assets 5.38% 4.99%* 5.61% 5.01%*
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 0.78% 0.79%* 0.5468% 0.5605%*
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
@All per share amounts for the period have been restated to reflect a 1-for-15
reverse stock split effective December 16, 1994.
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
***Per share amount calculated on the average shares method, which more
appropriately presents the per share data for the period since the use of the
undistributed income method does not accord with the results of operations.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
<PAGE>
MassMutual Short-Term Bond Fund
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.89 $ 10.00 $ 9.89 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income 0.55 0.09 0.61 0.10
Net realized and unrealized gain (loss) on investments 0.49 (0.11) 0.49 (0.11)
---------- ------------ ---------- ------------
Total income (loss) from investment operations 1.04 (0.02) 1.10 (0.01)
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income (0.54) (0.09) (0.60) (0.10)
From net realized gains (0.20) -- (0.20) --
In excess of net realized gains*** -- -- -- --
---------- ------------ ---------- ------------
Total distributions (0.74) (0.09) (0.80) (0.10)
---------- ------------ ---------- ------------
Net asset value, end of period $10.19 $ 9.89 $ 10.19 $ 9.89
========== ============ ========== ============
Total Return 10.54% (0.17)% 11.11% (0.09)%
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 111 $ 100 $ 112 $ 101
Net expenses to average daily net assets 1.65%# 1.65%#* 1.10%# 1.10%#*
Net investment income to average daily net assets 5.20% 5.45%* 5.75% 5.99%*
Portfolio turnover rate 114% 15% 114% 15%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.68% 1.70%* 1.13% 1.15%*
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.91 $10.00 $ 9.85 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income 0.64 0.10 0.66 0.16
Net realized and unrealized gain (loss) on investments 0.49 (0.09) 0.50 (0.15)
---------- ------------ ---------- ------------
Total income (loss) from investment operations 1.13 0.01 1.16 0.01
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income (0.63) (0.10) (0.66) (0.16)
From net realized gains (0.20) -- (0.20) --
In excess of net realized gains*** -- -- -- --
---------- ------------ ---------- ------------
Total distributions (0.83) (0.10) (0.86) (0.16)
---------- ------------ ---------- ------------
Net asset value, end of period $10.21 $ 9.91 $ 10.15 $ 9.85
========== ============ ========== ============
Total Return 11.46% 0.13% 11.77%+ 0.13%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 112 $ 100 $122,904 $106,846
Net expenses to average daily net assets 0.75%# 0.75%#* 0.5190%# 0.5190%#*
Net investment income to average daily net assets 6.10% 6.36%* 6.32% 6.37%*
Portfolio turnover rate 114% 15% 114% 15%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 0.78% 0.80%* 0.5524% 0.5654%*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
***The distribution in excess of net realized gains amounted to $0.00004 per
share for the period ended December 31, 1994.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
<PAGE>
MassMutual Core Bond Fund
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.90 $ 10.00 $ 9.90 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income 0.50 0.10 0.64 0.11
Net realized and unrealized gain (loss) on investments 1.26 (0.10) 1.19 (0.10)
---------- ------------ ---------- ------------
Total income (loss) from investment operations 1.76 -- 1.83 0.01
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income (0.54) (0.10) (0.58) (0.11)
From net realized gain (0.33) -- (0.33) --
---------- ------------ ---------- ------------
Total distributions (0.87) (0.10) (0.91) (0.11)
---------- ------------ ---------- ------------
Net asset value, end of period $ 10.79 $ 9.90 $ 10.82 $ 9.90
========== ============ ========== ============
Total Return 17.81% 0.00% 18.51% 0.08%
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 171 $ 101 $ 120 $ 101
Net expenses to average daily net assets 1.65%# 1.65%#* 1.10%# 1.10%#*
Net investment income to average daily net assets 5.39% 5.91%* 5.97% 6.46%*
Portfolio turnover rate 104% 7% 104% 7%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.69% 1.71%* 1.14% 1.16%*
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.90 $ 10.00 $ 9.84 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income 0.68 0.11 0.72*** 0.18
Net realized and unrealized gain (loss) on investments 1.19 (0.10) 1.17 (0.16)
---------- ------------ ---------- ------------
Total income (loss) from investment operations 1.87 0.01 1.89 0.02
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income (0.62) (0.11) (0.65) (0.18)
From net realized gains (0.33) -- (0.33) --
---------- ------------ ---------- ------------
Total distributions (0.95) (0.11) (0.98) (0.18)
---------- ------------ ---------- ------------
Net asset value, end of period $ 10.82 $ 9.90 $ 10.75 $ 9.84
========== ============ ========== ============
Total Return 18.87% 0.09% 19.15%+ 0.20%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 120 $ 101 $ 253,540 $ 194,150
Net expenses to average daily net assets 0.75%# 0.75%#* 0.5130%# 0.5130%#*
Net investment income to average daily net assets 6.32% 6.83%* 6.56% 6.86%*
Portfolio turnover rate 104% 7% 104% 7%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 0.79% 0.81%* 0.5553% 0.5672%*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
***Per share amount has been calculated using the average shares method, which
more appropriately presents the per share data for the period since the use
of the undistributed income method does not accord with the results of
operations.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
<PAGE>
MassMutual Balanced Fund
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.94 $ 10.00 $ 9.95 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income 0.28 0.06 0.39 0.06
Net realized and unrealized gain (loss) on investments 1.70 (0.06) 1.65 (0.04)
---------- ------------ ---------- ------------
Total income (loss) from investment operations 1.98 -- 2.04 0.02
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income (0.33) (0.06) (0.37) (0.07)
From net realized gains (0.09) -- (0.09) --
In excess of net realized gains *** -- -- -- --
---------- ------------ ---------- ------------
Total distributions (0.42) (0.06) (0.46) (0.07)
---------- ------------ ---------- ------------
Net asset value, end of period $ 11.50 $ 9.94 $ 11.53 $ 9.95
========== ============ ========== ============
Total Return 19.92% 0.00% 20.50% 0.17%
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 173 $ 100 $ 121 $ 100
Net expenses to average daily net assets 1.65%# 1.65%#* 1.10%# 1.10%#*
Net investment income to average daily net assets 3.03% 3.39%* 3.60% 3.94%*
Portfolio turnover rate 23% 2% 23% 2%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.69% 1.71%* 1.14% 1.16%*
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.96 $ 10.00 $ 9.92 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income 0.43 0.07 0.44 0.11
Net realized and unrealized gain (loss) on investments 1.66 (0.04) 1.68 (0.08)
---------- ------------ ---------- ------------
Total income (loss) from investment operations 2.09 0.03 2.12 0.03
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income (0.41) (0.07) (0.44) (0.11)
From net realized gains (0.09) -- (0.09) --
In excess of net realized gains *** -- -- -- --
---------- ------------ ---------- ------------
Total distributions (0.50) (0.07) (0.53) (0.11)
---------- ------------ ---------- ------------
Net asset value, end of period $ 11.55 $ 9.96 $ 11.51 $ 9.92
========== ============ ========== ============
Total Return 20.96% 0.28% 21.31%+ 0.29%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 121 $ 100 $ 456,773 $ 349,688
Net expenses to average daily net assets 0.75%# 0.75%#* 0.5120%# 0.5120%#*
Net investment income to average daily net assets 3.94% 4.32%* 4.18% 4.29%*
Portfolio turnover rate 23% 2% 23% 2%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 0.79% 0.81%* 0.5514% 0.5650%*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
***The distribution in excess of net realized gains amounted to $0.00121 per
share for the period ended December 31, 1994.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
<PAGE>
MassMutual Value Equity Fund
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
--------- ---------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.92 $ 10.00 $ 9.93 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income 0.18 0.04 0.24 0.05
Net realized and unrealized gain (loss) on investments 2.81 (0.08) 2.82 (0.07)
---------- ------------ ---------- ------------
Total income (loss) from investment operations 2.99 (0.04) 3.06 (0.02)
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income (0.18) (0.04) (0.24) (0.05)
From net realized gains (0.10) -- (0.10) --
In excess of net realized gains*** -- -- -- --
---------- ------------ ---------- ------------
Total distributions (0.28) (0.04) (0.34) (0.05)
---------- ------------ ---------- ------------
Net asset value, end of period $ 12.63 $ 9.92 $ 12.65 $9.93
========== ============ ========== ============
Total Return 30.10% (0.39)% 30.80% (0.22)%
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 129 $ 99 $ 130 $ 99
Net expenses to average daily net assets 1.65%# 1.65%#* 1.10%# 1.10%#*
Net investment income to average daily net assets 1.58% 2.31%* 2.13% 2.86%*
Portfolio turnover rate 16% 3% 16% 3%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.70% 1.71%* 1.15% 1.16%*
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
--------- ---------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.93 $ 10.00 $ 9.91 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income 0.28 0.05 0.31 0.08
Net realized and unrealized gain (loss) on investments 2.83 (0.07) 2.82 (0.09)
---------- ------------ ---------- ------------
Total income (loss) from investment operations 3.11 (0.02) 3.13 (0.01)
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income (0.28) (0.05) (0.31) (0.08)
From net realized gains (0.10) -- (0.10) --
In excess of net realized gains*** -- -- -- --
---------- ------------ ---------- ------------
Total distributions (0.38) (0.05) (0.41) (0.08)
---------- ------------ ---------- ------------
Net asset value, end of period $ 12.66 $ 9.93 $ 12.63 $ 9.91
========== ============ ========== ============
Total Return 31.30% (0.18)% 31.54%+ (0.10)%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 130 $ 99 $2,125,248 $1,563,563
Net expenses to average daily net assets 0.75%# 0.75%#* 0.5067%# 0.5067%#*
Net investment income to average daily net assets 2.48% 3.23%* 2.72% 3.20%*
Portfolio turnover rate 16% 3% 16% 3%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 0.80% 0.81%* 0.5528% 0.5681%*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
***The distribution in excess of net realized gains amounted to $0.00074 per
share for the period ended December 31, 1994.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
<PAGE>
MassMutual Small Cap Value Equity Fund
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
--------- ---------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.69 $ 10.00 $ 9.70 $ 10.00
---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income 0.06 0.02 0.13 0.03
Net realized and unrealized gain (loss) on investments 1.74 (0.31) 1.74 (0.30)
---------- ---------- ---------- ----------
Total income (loss) from investment operations 1.80 (0.29) 1.87 (0.27)
---------- ---------- ---------- ----------
Less distributions to shareholders:
From net investment income (0.09) (0.02) (0.13) (0.03)
---------- ---------- ---------- ----------
Net asset value, end of period $ 11.40 $ 9.69 $ 11.44 $ 9.70
========== ========== ========== ==========
Total Return 18.58% (2.89)% 19.25% (2.72)%
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 172 $ 99 $ 118 $ 99
Net expenses to average daily net assets 1.75%# 1.75%#* 1.20%# 1.20%#*
Net investment income to average daily net assets 0.63% 1.14%* 1.19% 1.69%*
Portfolio turnover rate 28% 4% 28% 4%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.79% 1.81%* 1.24% 1.26%*
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
--------- ---------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.70 $ 10.00 $ 9.69 $ 10.00
---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income 0.16 0.03 0.19 0.04
Net realized and unrealized gain (loss) on investments 1.74 (0.30) 1.75 (0.31)
---------- ---------- ---------- ----------
Total income (loss) from investment operations 1.90 (0.27) 1.94 (0.27)
---------- ---------- ---------- ----------
Less distributions to shareholders:
From net investment income (0.16) (0.03) (0.19) (0.04)
---------- ---------- ---------- ----------
Net asset value, end of period $ 11.44 $ 9.70 $ 11.44 $ 9.69
========== ========== ========== ==========
Total Return 19.62% (2.68)% 20.01%+ (2.66)%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 119 $ 99 $380,398 $310,789
Net expenses to average daily net assets 0.85%# 0.85%#* 0.6110%# 0.6110%#*
Net investment income to average daily net assets 1.54% 2.09%* 1.78% 1.78%*
Portfolio turnover rate 28% 4% 28% 4%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 0.89% 0.91%* 0.6553% 0.6681%*
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
<PAGE>
MassMutual International Equity Fund
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $9.25 $10.00 $ 9.26 $10.00
---------- ---------- ---------- ------------
Income (loss) from investment operations:
Net investment income (0.03) (0.02) 0.02 (0.01)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 0.40 (0.73) 0.40 (0.73)
---------- ---------- ---------- ----------
Total income (loss) from investment operations 0.37 (0.75) 0.42 (0.74)
---------- ---------- ---------- ----------
Less distributions to shareholders:
From net investment income -- -- (0.02) --
In excess of net investment income (0.08) -- (0.10) --
---------- ---------- ---------- ----------
Total distributions (0.08) -- (0.12) --
---------- ---------- ---------- ----------
Net asset value, end of period $9.54 $9.25 $9.56 $9.26
========== ========== ========== ===========
Total Return 3.96% (7.50)% 4.52% (7.40)%
Ratios / Supplemental Data:
Net assets, end of period (000's) $112 $93 $97 $93
Net expenses to average daily net assets 2.15%# 2.15%#* 1.60%# 1.60%#*
Net investment income to average daily net assets (0.40)% (1.10)%* 0.19% (0.55)%*
Portfolio turnover rate 121% 18% 121% 18%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 2.24% 2.24%* 1.69% 1.69%*
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $9.27 $10.00 $9.28 $10.00
-------- ---------- ------- ----------
Income (loss) from investment operations:
Net investment income 0.04 (0.00) 0.07 0.00
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 0.40 (0.73) 0.41 (0.72)
-------- ---------- ------- ----------
Total income (loss) from investment operations 0.44 (0.73) 0.48 (0.72)
-------- ---------- ------- ----------
Less distributions to shareholders:
From net investment income (0.05) -- (0.07) --
In excess of net investment income (0.09) -- (0.11) --
-------- ---------- -------- ----------
Total distributions (0.14) -- (0.18) --
-------- ---------- ------- ----------
Net asset value, end of period $9.57 $9.27 $9.58 $9.28
======== ========== ======= ==========
Total Return 4.78% (7.30)% 5.13%+ (7.20)%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $97 $93 $220,718 $150,199
Net expenses to average daily net assets 1.35%# 1.35%#* 1.0020%# 1.0020%#*
Net investment income to average daily net assets 0.45% (0.30)%* 0.76% 0.04%*
Portfolio turnover rate 121% 18% 121% 18%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.44% 1.44%* 1.0920% 1.0877%*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
<PAGE>
The Trust
The Trust is an open-end, diversified management investment company (a "mutual
fund") designed to offer investors both the opportunity to pursue long-term
investment goals and the flexibility to respond to changes in their investment
objectives and economic and market conditions. The Trust consists of seven
separate series of shares (the "Funds"), each having four classes of shares.
Class 1, Class 2 and Class 3 shares of each Fund are offered primarily to
employer-sponsored defined contribution plans that satisfy the
qualification requirements of Section 401(a) of the Internal Revenue Code
of 1986, as amended (the "Code"). Defined contribution plans - which
establish an individual account for each plan participant - include 401(k)
plans, profit sharing plans, money purchase plans and target benefit
plans. Class 1, Class 2 and Class 3 shares may become available to defined
benefit plans, to other retirement and employee benefit plans, such as tax
sheltered annuities and non-qualified plans, IRAs, and to other
institutional or sophisticated investors.
Class 4 shares of each Fund are available only to separate investment
accounts ("SIAs") of MassMutual in which corporate qualified plans
including defined contribution plans and defined benefit plans are
permitted to invest pursuant to the issuance of group annuity contracts.
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 28, 1993, as amended from time to time. Each share of a Fund
represents an investment in that Fund's portfolio of securities. The value of an
investment in a Fund will vary as the value of the underlying portfolio
increases or decreases. Dividends paid by a class of the Fund will vary in
relation to the pro rata return received from the Fund's investments and the
expenses each class incurs.
The Board of Trustees of the Trust is generally responsible for management of
the business and affairs of the Trust. Trustees formulate the general policies
of the Trust and the Funds, approve contracts and authorize Trust officers to
carry out the decisions of the Board. As Adviser and Sub-Advisers to the Funds,
MassMutual, Concert Capital and HarbourView may be considered part of the
management of the Trust. For more information concerning the management of the
Trust, reference should be made to the Statement of Additional Information.
Investment Objectives And Policies Of The Funds
Each Fund has a separate investment objective, which may not be changed without
the vote of a majority of that Fund's outstanding voting shares./1/ There can
be no assurance that a Fund will achieve its investment objective; the success
of a Fund depends to a great extent upon changes in market conditions.
(1) Massmutual Prime Fund
The investment objective of the prime fund is to maximize current income to the
extent consistent with liquidity and the preservation of capital by investing in
a diversified portfolio of money market instruments.
The Fund invests in high quality debt instruments having a remaining maturity
not exceeding 397 days. It is the Fund's policy to invest in the following
types of short-term instruments:
(a) Commercial paper and obligations of corporate issuers that at the
date of acquisition are rated in one of the two highest ratings of at
least one nationally recognized statistical rating organization ("NRSRO")
or, if unrated, are judged by MassMutual to be of equivalent quality./2/
(b) U.S. Government Securities./3/
(c) Bank participation certificates that represent interests in all or
part of specific bank loans, provided that at the date of acquisition (1)
they have a remaining maturity of 397 days or less; and (2) each of the
underlying loans is made to an issuer of securities rated in one of the
two highest ratings of at least one NRSRO or, if unrated, are judged by
MassMutual to be of equivalent quality.
(d) Certificates of deposit and bankers' acceptances of banks and savings
and loan associations having deposits of at least $1 billion as of their
most recently published financial statements.
- ---------/1/ As used in this Prospectus, a majority of the outstanding voting
shares of any Fund means the lesser of (a) 67% of that Fund's outstanding shares
present at a meeting of shareholders if more than 50% of the outstanding shares
are present in person or by proxy, or (b) more than 50% of that Fund's
outstanding shares.
/2/ For a description of the ratings of two NRSROs, Standard & Poor's
Corporation ("S&P") and Moody's Investors Service, Inc. ("Moody's"), see the
Appendix to the Statement of Additional Information. For example, the two
highest ratings of Moody's for commercial paper are P-1 and P-2.
/3/ See the Glossary for a definition of U.S. Government Securities.
14
<PAGE>
(e) Obligations of foreign issuers, payable in U.S. dollars, provided
that no such investment will be made if as a result more than 25% of the
Fund's total assets would be invested in such securities.
The Fund will make portfolio investments primarily in response to changing
economic and money market conditions and trends. Trading activity is expected to
be low. It is anticipated, however, that from time to time the Fund will take
advantage of temporary disparities in the yield relationships among the
different segments of the money market or among particular instruments within
the same segment of the market to make purchases and sales when management deems
that such transactions will improve the yield or the quality of the portfolio.
The Fund is not a money market fund as defined in Rule 2a-7 under the Investment
Company Act of 1940 (the "1940 Act".) The portfolio of the Fund is managed by
Mary E. Wilson, Vice President and Managing Director of MassMutual, with which
she has been associated since 1982.
(2) MassMutual Short-Term Bond Fund
The investment objective of the Short-Term Bond Fund is to achieve a high total
rate of return primarily from current income while minimizing fluctuations in
capital values by investing primarily in a diversified portfolio of short-term
investment grade fixed income securities.
The Fund invests in investment grade fixed income securities. Investment grade
fixed income securities are securities that at the date of acquisition are rated
in one of the four highest ratings of at least one NRSRO or, if unrated, are
judged by MassMutual to be of equivalent quality./4/ For example, the Fund may
invest in the following types of debt instruments:
(a) Corporate securities.
(b) U.S. Government Securities.
(c) Obligations issued or guaranteed as to principal and interest by the
Government of Canada, a Province of Canada, or any instrumentality or
political subdivision thereof, provided that no such investment will be
made if as a result more than 25% of the Fund's total assets would be
invested in such securities.
(d) Obligations (including certificates of deposit, time deposits or
bankers' acceptances) of U.S. or Canadian chartered banks having total
deposits in excess of $1 billion, U.S. branches of foreign banks having
total deposits in excess of $1 billion, U.S. savings and loan
associations having total deposits in excess of $1 billion, and Eurodollar
certificates of deposit issued by foreign branches of U.S. banks having
total deposits in excess of $1 billion.
(e) Publicly traded debt securities issued or guaranteed by a national or
state bank or bank holding company (as defined in the Federal Bank Holding
Company Act, as amended) that at the date of acquisition are rated in one
of the three highest ratings of at least one NRSRO or, if unrated, are
judged by MassMutual to be of equivalent quality, and certificates of
deposit of such banks.
(f) Commercial paper that at the date of investment is rated in the two
highest ratings of at least one NRSRO or, if unrated, is judged by
MassMutual to be of equivalent quality.
(g) Bank participation certificates that represent interests in all or
part of specific bank loans, provided that at the date of investment each
of the underlying loans is made to an issuer of securities rated in one
of the two highest short-term debt ratings of at least one NRSRO or, if
unrated, are judged by MassMutual to be of equivalent quality.
(h) Certificates of deposit and bankers' acceptances of banks and savings
and loan associations having deposits of at least $1 billion as of their
most recently published and audited financial statements.
(i) Securities of foreign issuers (other than those listed in (c) or (d)
above) that meet credit quality requirements similar to those above,
provided that no such investment will be made if as a result more than 25%
of the Fund's total assets would be invested in such securities.
Under normal market conditions, the Fund generally will have an average
effective portfolio Duration of no more than three years. Portfolio Duration
changes may be accomplished primarily through the reinvestment of cash flows and
selective trading. See the Glossary for a definition of Duration. Neither market
timing nor interest rate anticipation methods are employed in managing the Fund.
The portfolio of the Fund is managed by Ronald E. Desautels, Assistant Vice
President of MassMutual, with which he has been associated since 1989.
(3) MassMutual Core Bond Fund
The investment objective of the Core Bond Fund is to achieve a high total rate
of return consistent with prudent investment risk and the preservation of
capital by investing primarily in a diversified portfolio of investment grade
fixed income securities.
The Fund invests in investment grade, publicly traded, readily marketable, fixed
income securities of such maturities as Mass-Mutual deems appropriate from time
to time in light
- -----------/4/ For example, the four highest ratings of Moody's for debt
obligations are Aaa, Aa, A, and Baa (including Baa3).
15
<PAGE>
of market conditions and prospects. Investment grade fixed income securities are
securities that at the date of acquisition are rated in one of the four highest
ratings of at least one NRSRO or, if unrated, are judged by MassMutual to be of
equivalent quality. For example, the Fund may invest in the following types of
debt instruments:
(a) Corporate securities.
(b) U.S. Government Securities.
(c) Obligations issued or guaranteed as to principal and interest by the
Government of Canada, a Province of Canada, or any instrumentality or
political subdivision thereof, provided that no such investment will be
made if as a result more than 25% of the Fund's total assets would be
invested in such securities.
(d) Obligations (including certificates of deposit, time deposits or
bankers' acceptances) of U.S. or Canadian chartered banks having total
deposits in excess of $1 billion, U.S. branches of foreign banks having
total deposits in excess of $1 billion, U.S. savings and loan associations
having total deposits in excess of $1 billion, and Eurodollar certificates
of deposit issued by foreign branches of U.S. banks having total deposits
in excess of $1 billion.
(e) Publicly traded debt securities issued or guaranteed by a national or
state bank or bank holding company (as defined in the Federal Bank Holding
Company Act, as amended) having a rating within the three highest ratings
as determined by at least one NRSRO or, if unrated, are judged by
MassMutual to be of equivalent quality, and certificates of deposit of
such banks.
(f) Securities of foreign issuers (other than those listed in (c) or (d)
above) that at the date of acquisition are rated in one of the four
highest ratings of at least one NRSRO or, if unrated, are judged by
MassMutual to be of equivalent quality provided that no such investment
will be made if as a result more than 25% of the Fund's total assets would
be invested in such securities.
Normally, the Fund's portfolio Duration will range from four to seven years.
Portfolio Duration changes will be accomplished primarily through the
reinvestment of cash flows and selective trading. See the Glossary for a
definition of Duration. The portfolio of the Fund is managed by Mary E. Wilson,
Vice President and Managing Director of MassMutual, with which she has been
associated since 1982.
(4) MassMutual Balanced Fund
The investment objective of the Balanced Fund is to achieve a high total rate of
return over an extended period of time consistent with the preservation of
capital values by investing in a diversified portfolio of equity securities,
fixed income securities and money market instruments.
The Fund invests in three market sectors:
The Prime Sector - The Prime Sector invests in accordance with the
investment objective and policies of the Prime Fund. The normal asset
allocation range for the Prime Sector is from 10% to 45% of the Balanced
Fund's total assets.
The Core Bond Sector - The Core Bond Sector invests in accordance with the
investment objective and policies of the Core Bond Fund. The normal asset
allocation range for the Core Bond Sector is from 10% to 25% of the
Balanced Fund's total assets.
The Value Equity Sector - The Value Equity Sector invests in accordance
with the investment objective and policies of the Value Equity Fund. The
normal asset allocation range for the Value Equity Sector is from 45% to
65% of the Balanced Fund's total assets.
The Fund adjusts the mix of investments among its three market sectors to
capitalize on perceived variations in return potential produced by the
interaction of changing financial market and economic conditions. The Fund
expects that such adjustments normally will be made in a gradual manner over a
period of time. Under normal circumstances at least 25% of the Fund's total
assets will be invested in senior fixed income securities (including short-term
money market instruments). In unusual circumstances, the Fund may invest up to
70% of its total assets in the Equity Sector or up to 50% of its total assets in
the Bond Sector. The portfolio of the Fund is managed by committee.
(5) MassMutual Value Equity Fund
The investment objective of the Value Equity Fund is to achieve long-term growth
of capital and income by investing primarily in a diversified portfolio of
equity securities of larger well-established companies.
The Fund invests primarily in common stocks, securities convertible into common
stocks, and other equity securities (such as warrants and stock rights) which
are normally cash dividend-paying and listed on a national securities exchange
or traded in the over-the-counter market. The issuers of securities in which the
Fund will invest generally are companies with market capitalizations in excess
of $2 billion and a history of operations of five years or more.
The Fund utilizes a value-oriented, risk-averse strategy in making investment
decisions. As such, investments are made in securities of companies which, in
the opinion of Concert Capital, are of high quality, offer above-average
dividend growth potential and are attractively valued in the marketplace.
Investment quality and dividend growth potential are evaluated using fundamental
analysis emphasizing each issuer's historical financial performance, balance
sheet strength, management capability and competitive position. Various
valuation parameters are examined to determine the attractiveness of individual
securities. On average, the Fund's portfolio securities will have price/earnings
ratios and price/book value ratios below those of the
16
<PAGE>
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Stock Index").
Consideration also is given to securities of companies whose current prices do
not adequately reflect, in the opinion of Concert Capital, the ongoing business
value of the enterprise. While MassMutual is the Fund's Adviser, its Sub-Adviser
is Concert Capital. The portfolio of the Fund is managed by James W. MacAllen,
Senior Vice President of Concert Capital and David L. Babson and Company
("Babson"). See "Investment Sub-Advisers" for information on Concert Capital and
Babson. Mr. MacAllen has been associated with Concert and Babson since January
1, 1996. Prior to January 1, 1996, Mr. MacAllen was associated with Hagler,
Mastrovita & Hewitt and prior to that was the President and Chief Investment
Officer of Wilmington Capital Management.
(6) MassMutual Small Cap Value Equity Fund
The investment objective of the Small Cap Value Equity Fund is to achieve long-
term growth of capital and income by investing primarily in a diversified
portfolio of equity securities of smaller companies.
The Fund invests primarily in common stocks, securities convertible into common
stocks and other equity securities (such as warrants and stock rights) which are
issued by companies with a market capitalization of less than $750 million and
which are listed on a national securities exchange or traded in the over-the-
counter market.
The Fund utilizes a value-oriented, risk-averse strategy in making investment
decisions. As such, investments are made in securities of companies that, in the
opinion of Concert Capital, are of high quality or possess a unique product,
market position or operating characteristics which result in above-average
levels of profitability or superior growth potential and are attractively valued
in the marketplace. Traditional fundamental research techniques are employed to
determine investment quality and growth potential, emphasizing each issuer's
historic financial performance, balance sheet strength, management capability
and competitive position. Valuation parameters are examined to determine the
attractiveness of individual securities. On average, the Fund's holdings will
have price/earnings ratios and price/book value ratios below those of the S&P
500 Stock Index. Consideration also is given to securities of companies whose
current prices do not adequately reflect the ongoing business value of the
enterprise.
The Fund may purchase securities with above-average volatility relative to
indices like the S&P 500 Stock Index. While such volatility frequently may
involve the opportunity for greater gain, it also generally involves greater
risk of loss and, as a result, the Fund's shares are suitable only for those
investors who are in a financial position to assume such risk. MassMutual is the
Fund's Adviser; its Sub-Adviser is Concert Capital. The Fund's portfolio is
managed by George P. Ulrich, Senior Vice President and Small Cap Portfolio
Manager of Concert Capital. He has been associated with MassMutual since 1984
and with Concert Capital since January 1, 1993.
(7) MassMutual International Equity Fund
The investment objective of the International Equity Fund is to achieve a high
total rate of return over the long term by investing in a diversified portfolio
of foreign and domestic equity securities. The Fund invests primarily in common
stocks and securities having the characteristics of common stocks, such as
convertible securities, warrants and stock rights. The Fund generally will have
at least 75% of its total assets invested in foreign securities, including
securities of foreign issuers represented by American Depository Receipts or
traded in the U.S. over-the-counter market or listed on a U.S. securities
exchange. Under normal market conditions, the Fund's assets will be invested in
securities traded in markets in at least three different countries, excluding
the United States. In an uncertain market or economic environment when it would
be appropriate to maintain a defensive position, the Fund may invest up to 100%
of its assets in debt securities, such as rated or unrated bonds and debentures,
cash equivalents and preferred stocks. It is expected that short-term debt
securities (i.e., those maturing in one year or less from the date of purchase)
will be emphasized for defensive or liquidity purposes, since such securities
usually may be disposed of quickly at prices not involving significant losses.
When circumstances warrant, securities may be sold without regard to the length
of time held, although short-term trading may increase brokerage costs borne by
the Fund.
The share price of the International Equity Fund will reflect the movements of
both the prices of the portfolio securities and the currencies in which the
securities are denominated. Depending upon the extent of the Fund's investments
abroad, changes in the relative value of the U.S. dollar to the securities'
denominated currencies may have a positive or negative impact on the Fund's
share price.
The Fund's investment policies involve special risks. Risks of investing in
foreign securities include foreign taxation, changes in currency rates or
currency blockage, currency exchange costs, and differences between domestic and
foreign legal, accounting, auditing, brokerage and economic standards. See
"Foreign Securities" in the Statement of Additional Information for further
discussion of the possible risks and rewards of investing in foreign securities.
While MassMutual is the Fund's investment adviser, its sub-adviser is
HarbourView. The portfolio of the Fund is managed by a committee composed of
HarbourView investment professionals.
17
<PAGE>
Investment Practices Of The Funds And Related Risks
The Funds may invest in a wide range of investments and engage in various
investment-related transactions and practices. These practices are pursuant to
non-fundamental policies and therefore may be changed by the Board of Trustees
without the consent of shareholders. Some of the more significant practices are
discussed below.
Repurchase Agreements and Reverse Repurchase Agreements
Each Fund may engage in repurchase agreements and reverse repurchase agreements.
A repurchase agreement is a contract pursuant to which a Fund agrees to purchase
a security and simultaneously agrees to resell it at an agreed-upon price at a
stated time, thereby determining the yield during the Fund's holding period. A
reverse repurchase agreement is a contract pursuant to which a Fund agrees to
sell a security and simultaneously agrees to repurchase it at an agreed-upon
price at a stated time. For a more detailed description of repurchase agreements
and reverse repurchase agreements and related risks, see the Statement of
Additional Information.
Securities Lending
Each Fund may make loans of portfolio securities of not more than 33% of its
total assets taken at current value, thereby realizing additional income.
Although lending portfolio securities may involve the risk of delay in recovery
of the securities loaned or possible loss of rights in the collateral should the
borrower fail financially, loans will be made only to borrowers deemed by the
Adviser or Sub-Adviser to be in good standing.
Hedging Instruments and Derivatives
Each Fund may buy or sell forward contracts and other similar instruments and
may engage in foreign currency transactions (collectively referred to as
"hedging instruments" or "derivatives"), as more fully discussed in the
Statement of Additional Information. Derivatives normally are used by a
portfolio manager to (a) protect against possible declines in the market value
of a Fund's portfolio resulting from downward trends in the debt securities
markets generally due to increasing interest rates; (b) protect a Fund's
unrealized gains or limit its unrealized losses; and (c) manage a Fund's
exposure to changing security prices. Derivatives also may be used to establish
a position in the debt or equity securities markets as a temporary substitute
for purchasing or selling particular debt or equity securities and to manage the
effective maturity or duration of fixed income securities in a Fund's portfolio.
The Funds will not use derivatives for speculative purposes.
(1) Forward Contracts - Each Fund may purchase or sell securities on a "when
issued" or delayed delivery basis or may purchase or sell securities on a
forward commitment basis ("forward contracts"). When such transactions are
negotiated, the price is fixed at the time of commitment, but delivery and
payment for the securities can take place a month or more after the commitment
date. The securities so purchased or sold are subject to market fluctuations and
no interest accrues to the purchaser during this period. While a Fund also may
enter into forward contracts with the initial intention of acquiring securities
for its portfolio, it may dispose of a commitment prior to settlement if the
Adviser or Sub-Adviser deem it appropriate to do so.
(2) Currency Transactions - The International Equity Fund may engage in foreign
currency transactions with counterparties in order to hedge the value of
portfolio holdings denominated in particular currencies against fluctuations in
relative value. The Short-Term Bond Fund, the Core Bond Fund and the Core Bond
Sector of the Balanced Fund may invest in foreign securities that are not
denominated in U.S. dollars only if the Fund contemporaneously enters into a
foreign currency transaction to hedge the currency risk associated with the
particular foreign security.
Certain limitations apply to the use of forward contracts by the Funds. For
example, a Fund will not enter into a forward contract if as a result more than
25% of its total assets would be held in a segregated account covering such
contracts. For more information about forward contracts and currency
transactions and the extent to which tax considerations may limit a Fund's use
of such instruments, see the Statement of Additional Information.
There can be no assurance that the use of hedging instruments and derivatives by
a Fund will assist it in achieving its investment objective. Risks inherent in
the use of these instruments include: (a) the risk that interest rates and
securities prices will not move in the direction anticipated; (b) the imperfect
correlation between the price of a forward contract and the price of the
securities being hedged; and (c) the fact that skills needed to use these
strategies are different from those needed to select portfolio securities. As to
forward contracts, the risk exists that the counterparty to the transaction will
be incapable of meeting its commitment, in which case the desired hedging
protection may not be obtained and the Fund may be exposed to risk of loss. As
to currency transactions, risks exist that purchases and sales of currency and
related instruments can be negatively affected by government exchange controls,
blockages, and manipulations or exchange restrictions imposed by governments
which could result in losses to the Fund if it is unable to deliver or receive
currency or funds in settlement of obligations. It also could cause hedges it
has entered into
18
<PAGE>
to be rendered useless, resulting in full currency exposure as well as incurring
transaction costs.
Restricted and Illiquid Securities
None of the Funds currently expect to invest in restricted or illiquid
securities. However, each Fund may invest not more than 15% of its net assets in
illiquid securities. These policies do not limit the purchase of securities
eligible for resale to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, provided that such securities are
determined to be liquid by the Board of Trustees, or by the Adviser or Sub-
Adviser if such determination is pursuant to Board-approved guidelines. If there
is a lack of trading interest in particular Rule 144A securities, a Fund's
holdings of those securities may be illiquid, resulting in the possibility of
undesirable delays in selling these securities at prices representing fair
value.
Foreign Securities
Investments in foreign securities offer potential benefits not available from
investing solely in securities of domestic issuers, such as the opportunity to
invest in foreign issuers that appear to offer growth potential, or to invest in
foreign countries with economic policies or business cycles different from those
of the United States or foreign stock markets that do not move in a manner
parallel to U.S. markets, thereby reducing fluctuations in portfolio value.
Investments in foreign securities entail certain risks, such as the possibility
of one or more of the following: imposition of dividend or interest withholding
or confiscatory taxes; currency blockages or transfer restrictions;
expropriation, nationalization, military coups or other adverse political or
economic developments; less government supervision and regulation of securities
exchanges, brokers and listed companies, and the difficulty of enforcing
obligations in other countries. Certain markets may require payment for
securities before delivery. A Fund's ability and decisions to purchase and sell
portfolio securities may be affected by laws or regulations relating to the
convertibility of currencies and repatriation of assets. Further, it may be more
difficult for a Fund's agents to keep currently informed about corporate actions
which may affect the prices of portfolio securities. Communications between the
United States and foreign countries may be less reliable than within the United
States, thus increasing the risk of delayed settlements of portfolio
transactions or loss of certificates for portfolio securities.
Portfolio Management
MassMutual, Concert Capital and HarbourView may use trading as a means of
managing the portfolios of the Funds in seeking to achieve their investment
objectives. Transactions will occur when the Adviser or Sub-Adviser believe that
the trade, net of transaction costs, will improve interest income or capital
appreciation potential, or will lessen capital loss potential. Whether the goals
discussed above will be achieved through trading depends on the Adviser's or
Sub-Adviser's ability to evaluate particular securities and anticipate relevant
market factors, including interest rate trends and variations from such trends.
If such evaluations and expectations prove to be incorrect, a Fund's income or
capital appreciation may be reduced and its capital losses may be increased. The
portfolio turnover rates for the Funds for the fiscal year ended December 31,
1995 and for the period ended December 31, 1994, respectively, are as follows:
Short-Term Bond Fund 114% and 15%; Core Bond Fund 104% and 7%; Balanced Fund 23%
and 2%; Value Equity Fund 16% and 3%; Small Cap Value Equity Fund 28% and 4%;
and International Fund 121% and 18%. High turnover in any Fund could result in
additional brokerage commissions to be paid by the Fund.
Cash Positions
Each Fund may hold cash or cash equivalents to provide for expenses and
anticipated redemption payments and so that an orderly investment program may be
carried out in accordance with the Fund's investment policies. To provide
liquidity or for temporary defensive purposes, each Fund may invest in
investment grade debt securities, government obligations, or money market
instruments.
Industry Diversification
As a general rule, a Fund will not acquire securities of issuers in any one
industry (as determined by the Board of Trustees) if as a result more than 25%
of the value of the total assets of the Fund would be invested in such industry,
with the following exceptions:
(1) There is no limitation for U.S. Government Securities.
(2) In the case of the Prime Fund and the Short-Term Bond Fund, there is no
industry concentration limitation for certificates of deposit and bankers'
acceptances.
Certain Debt Securities
While the Funds, except for the Prime Fund, may invest in investment grade debt
securities that are rated in the fourth highest rating category by at least one
NRSRO (e.g., Baa3 by Moody's) or, if unrated, are judged by MassMutual to be of
equivalent quality, such securities have speculative characteristics, are
subject to greater credit risk, and may be subject to greater market risk than
higher rated investment grade securities.
Fundamental Investment Restrictions
For a description of fundamental investment restrictions of the Funds which may
not be changed without the affirmative vote of a majority of the outstanding
voting shares of the Fund,
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<PAGE>
reference should be made to the Statement of Additional Information.
How To Purchase, Exchange, Convert And Redeem Shares
Features and Eligibility Requirements of Each Class
No front-end or deferred sales charge is imposed on the Trust's shares.
Therefore, 100% of an Investor's money is invested in the Fund or Funds of its
choice.
Class 1, Class 2 and Class 3 Shares
These shares may be purchased only through registered broker-dealers.
Pursuant to a 12b-1 Plan adopted by the Trust, Class 1 and Class 2 shares of
each Fund are subject to distribution/service fees (12b-1 fees), as follows:
(1) Class 1 shares pay a distribution fee at the annual rate of .40% and
a service fee at the annual rate of .25% of the Fund's aggregate average
net assets attributable to the Class 1 shares.
(2) Class 2 shares pay a distribution fee at the annual rate of .15% of
the Fund's aggregate average net assets attributable to the Class 2
shares.
The Trust's Distributor receives distribution fees and may reallow all or a
portion of them as dealer discounts and brokerage commissions to dealers,
including MML Investors Services, Inc. ("MMLISI"), a wholly owned subsidiary of
MassMutual. From time to time, dealers who receive dealer discounts and
brokerage commissions from the Trust's Distributor may reallow all or a portion
of them to other dealers or brokers. The service fees will be paid to
MassMutual.
Class 3 shares of each Fund are "no load" because they are not subject to front-
end or deferred sales charges or to any distribution/service fees.
No initial investment minimum applies to Class 1 shares. Investors in Class 2
and Class 3 shares must meet certain eligibility requirements. An initial
Investor may purchase Class 2 shares of a Fund only if the net asset value of
such shares equals at least $2 million. An initial Investor may purchase Class 3
shares of a Fund only if the net asset value of such shares equals at least $10
million. For purposes of determining whether a Plan Investor has satisfied the
initial investment minimum with respect to Class 2 or Class 3 shares, all assets
invested with MassMutual and/or in the Trust for that Plan will be recognized -
except for life insurance assets. For purposes of this determination, a Plan
also shall include those plans established by entities of the Plan Sponsor that
satisfy Section 414(b), (c), (m), or (o) of the Code, provided that all such
Plans have common trustees. Additionally, the Plan Investor will be deemed to
have satisfied the $2 million and $10 million requirements if the Plan Investor
certifies that at least such amounts are available for transfer and will be
transferred from the Plan to MassMutual and/or the Trust no later than six
months from the date of initial purchase. Alternatively, an initial Investor may
purchase Class 2 or Class 3 shares if the Investor's employee retirement benefit
plan with MassMutual has 400 or more Participants (with respect to Class 2) or
750 or more Participants (with respect to Class 3). All subsequent investments
by an Investor will be of the same Class of shares already held until shares are
converted from one Class to another (see "Converting From Class 1 to Class 2
Shares or Class 2 to Class 3 Shares".)
Class 4 Shares
Class 4 shares may be purchased only by separate investment accounts of
MassMutual ("SIA Investors"). SIA Investors purchase Class 4 shares directly
from the Fund without a front-end or deferred sales charge and pay no
distribution or service fees.
Purchase of Shares
Shares of the Trust are offered on each day the New York Stock Exchange ("NYSE")
is open for trading (a "Business Day"). Purchase orders received by the Transfer
Agent from MassMutual (as an agent of the Distributor) on a Business Day prior
to 4:00 p.m. Eastern Time will be processed based on that day's closing net
asset value.
Purchase orders must be placed in writing with MassMutual (as an agent of the
Distributor) at its home office and must be accompanied by sufficient funds.
Acceptable methods of payment include checks, federal funds wires, and automated
clearing house transactions ("ACH"). MassMutual, on behalf of the Distributor,
will not transmit a purchase order to the Trust's Transfer Agent until
MassMutual has determined that the purchase order is in good form. Generally, a
purchase order will be determined by MassMutual to be in good form if such
order: (a) includes all information and documentation necessary to make
appropriate Investor, Plan, trust and/or Plan Participant (if applicable)
allocations to the various Funds and/or Separate Accounts; and (b) is received
by MassMutual at its home office prior to 4:00 p.m. Eastern Time. Purchase
orders by wire will be in good form only upon receipt by MassMutual of (i) the
funds, deposited to the appropriate MassMutual account, and (ii) a confirmation
of the wire receipt. Any order to purchase Fund shares which is received by
MassMutual after 4:00 p.m. Eastern Time on a Business Day will be transmitted to
the Trust's Transfer Agent on the next Business Day. For more specific
information regarding what information and documentation are necessary for
MassMutual to determine that a purchase order is in good form with respect to a
particular plan, Plan Investors should refer to Plan Documents./5/
- ------------
/5/ See the Glossary for a definition of Plan Documents.
20
<PAGE>
The sale of Trust shares will be suspended during any period when the
determination of net asset value is suspended. The sale of Trust shares also may
be suspended by the Board of Trustees whenever the Board determines that it is
in the Trust's best interest to do so. The Trust, in its complete discretion,
may reject any order for purchase of its shares.
Exchange Privileges and Procedures
Investors have the privilege of exchanging shares of one Fund for the same class
of shares of another Fund, subject to the provisions of Plan Documents and
applicable state insurance laws. However, exchanges may be restricted or refused
by a Fund if, in the opinion of the Adviser, (i) an Investor has engaged in
excessive trading, (ii) the Fund receives or anticipates simultaneous orders
affecting significant portions of the Fund's assets, or (iii) a pattern of
exchanges coincides with a "market timing" strategy that might be disruptive to
the Fund. Each Fund also reserves the right to refuse exchange purchases by any
person or group of persons, if, in the Adviser's judgment, the Fund would be
unable to invest the funds effectively in accordance with its investment
objectives and policies, or otherwise potentially would be adversely affected.
The Trust reserves the right on 60 days' written notice to modify or terminate
the exchange privilege. Furthermore, any exchange limits imposed by a Fund may
be modified, in the sole discretion of the Fund, for Plan Investors so that the
Fund's exchange privileges are consistent with Plan or group annuity contract
exchange limits as set forth in Plan Documents and Department of Labor
regulations. Plan Investors and Plan Participants should refer to Plan Documents
and related materials to determine what, if any, exchange limitations apply to
them.
Exchange requests must be delivered in writing to MassMutual at its home office.
Any exchange will involve the redemption of shares and the purchase of shares in
another Fund on the basis of the next calculated net asset value per share of
each Fund after the exchange request is received by the Trust's Transfer Agent
from MassMutual. MassMutual will not transmit exchange requests to the Trust's
Transfer Agent until MassMutual has determined that the request is in good
form./6/
Converting from Class 1 to Class 2 Shares or Class 2 to Class 3 Shares
Investors that hold Class 1 shares may qualify for an automatic conversion to
Class 2 shares and Investors that hold Class 2 shares may qualify for an
automatic conversion to Class 3 shares. Specifically, twice each year, as of
March 1 and September 1 or, (if not a Business Day, then the next Business Day),
MassMutual will determine whether a Class 1 or Class 2 Investor meets the
eligibility requirements for the purchase of Class 2 or Class 3 shares,
respectively. If the Investor meets the eligibility requirements of Class 2 or
Class 3, its Class 1 or Class 2 shares automatically will convert on March 31 or
September 30, as applicable, (or, if not a Business Day, then the next Business
Day) into Class 2 or Class 3 shares, using that day's net asset value.
Class 1 or Class 2 Investors whose shares convert to Class 2 or Class 3 shares
will be subject to lower distribution/service fees (in the case of Class 2) or
no distribution/service fees (in the case of Class 3).
Redeeming Shares
Redemption requests must be in writing and sent to MassMutual at its home
office. Each Fund redeems its shares at their net asset value as next computed
after receipt by the Transfer Agent of a request for redemption from MassMutual.
MassMutual will not transmit redemption requests to the Trust's Transfer Agent
until MassMutual has determined that the request is in good form. No contingent
deferred sales charge or any other fee is charged on redemptions from any Class
of shares. Redemption payments will be made within seven days after receipt of
the written request therefor by the Trust, except that the right of redemption
may be suspended or payments postponed when permitted by applicable law and
regulations. When redemption is requested of shares recently purchased by check,
payment may be delayed until the check has been collected, which may take up to
15 days from receipt of the check.
Investment Manager And Sub-Advisers
Investment Manager
MassMutual is the investment manager to the Funds and is responsible for
providing all necessary investment management and administrative services.
MassMutual is a mutual life insurance company organized in 1851 under the laws
of the Commonwealth of Massachusetts. MassMutual is licensed to transact a life
and health insurance business in all states of the United States, the District
of Columbia and certain Provinces of Canada. On February 29, 1996, Connecticut
Mutual Life Insurance Company merged with and into MassMutual. As a result of
the merger, MassMutual has assets in excess of $50 billion and assets under
management in excess of $103 billion. MassMutual believes that the combined
enterprise will enjoy a strong capital position, diverse product portfolio and a
competitive cost structure. The merger will not affect any terms of contracts
issued by MassMutual.
The persons responsible for management of the bond and money market portfolios
of MassMutual are also responsible for managing such investments of the Funds.
Gary E. Wendlandt, Chairman, CEO and Trustee of the Trust, and John M. Naughton,
Trustee of the Trust, are officers of MassMutual, as are Stuart H. Reese,
President of the Trust, Hamline C. Wilson,
- ------------
/6/ See "Purchase of Shares" above for a discussion of the term "in good form."
21
<PAGE>
Vice President and Chief Accounting and Financial Officer of the Trust, Stephen
L. Kuhn, Vice President and Secretary of the Trust, and Raymond B. Woolson,
Treasurer of the Trust. MassMutual serves as investment manager of each Fund
pursuant to a separate investment management agreement pursuant to which
MassMutual is responsible for providing investment management of the Fund and is
authorized to engage in portfolio transactions on behalf of the Fund, subject to
such general or specific instructions as may be given by the Board of Trustees
of the Trust. MassMutual may, at its expense, employ sub-advisers to manage the
investments of the Funds.
The Trust, on behalf of each Fund, pays MassMutual an investment advisory fee
monthly for the investment advisory services performed and the facilities
furnished at an annual rate of the average daily net assets of that Fund as
follows:
(1) .45% for the Prime Fund, the Short-Term Bond Fund, the Core Bond Fund, the
Balanced Fund and the Value Equity Fund.
(2) .55% for the Small Cap Value Equity Fund.
(3) .85% for the International Equity Fund.
For the fiscal year ended December 31, 1995, MassMutual received fees after
reimbursement based upon each Fund's average daily net assets, as follows:
Prime Fund .42%; Short-Term Bond Fund .42%; Core Bond Fund .41%; Balanced
Fund .41%; Value Equity Fund .40%; Small Cap Value Equity Fund .51%;
International Equity Fund .76%.
In addition, MassMutual has entered into a separate administrative services
agreement for each Fund pursuant to which MassMutual is obligated to provide all
necessary administrative and shareholder services and to bear some Class
expenses, such as federal and state registration fees, printing and postage. The
Funds are responsible for certain other expenses including brokerage, taxes,
interest, fees and expenses of non-interested trustees, legal fees, custody and
audit fees. MassMutual may, at its expense, employ others to supply all or any
part of the services to be provided to the Funds pursuant to the administrative
services agreements. The Trust, on behalf of each Fund, pays MassMutual an
administrative services fee monthly for the administrative services performed at
annual rates of the average daily net assets of the applicable class of shares
of the Fund which range from .55% to .59% for Class 1 shares, .50% to .54% for
Class 2 shares, .31% to .44% for Class 3 shares and .0782% to .0972% for Class 4
shares. MassMutual for an indefinite period has voluntarily agreed to waive a
portion of its management fees. Refer to ``Expense Information'' for more
detailed information.
Investment Sub-Advisers
MassMutual has entered into investment sub-advisory agreements with Concert
Capital and HarbourView. These agreements provide that (1) Concert Capital will
manage the investment and reinvestment of the assets of the Value Equity Fund,
the Small Cap Value Equity Fund and the Value Equity Sector of the Balanced
Fund, and (2) HarbourView will manage the investment and reinvestment of the
assets of the International Equity Fund.
MassMutual pays Concert Capital a fee equal to an annual rate of .13% of the
average daily net asset value of the Value Equity Fund, .13% of the average
daily net asset value of the Value Equity Sector of the Balanced Fund and .25%
of the average daily net asset value of the Small Cap Value Equity Fund.
MassMutual pays HarbourView a fee equal to an annual rate of .50% of the average
daily net asset value of the International Equity Fund.
MassMutual indirectly owns 100% of DLB Acquisition Corporation which owns a
controlling interest in Concert Capital and David L. Babson & Company, Inc.
("Babson"). As of January 1, 1996, the employees of Concert Capital became co-
employees of Babson. Concert Capital manages institutional investment advisory
accounts and has $5.7 billion in assets under management as of December 31,
1995. Concert Capital serves as investment sub-adviser to Oppenheimer Value
Stock Fund, and the MML Equity Fund and the Equity Sector of MML Blend Fund of
MML Series Investment Fund.
HarbourView is a wholly owned subsidiary of OppenheimerFunds, Inc. which is a
wholly owned subsidiary of Oppenheimer Acquisition Corporation ("OAC"), a
holding company owned in part by senior management of OAC and ultimately
controlled by MassMutual by virtue of its ownership of 81% of OAC's voting
stock.
HarbourView has operated as an investment adviser since 1986. As of December
31, 1995, HarbourView managed assets of approximately $221 million. HarbourView
manages the assets of the International Equity Fund and, as of March 1, 1996,
certain separate investment accounts of MassMutual.
Distributor, Transfer Agent, Shareholder Servicing Agent, Custodian
OppenheimerFunds Distributor, Inc. ("Oppenheimer") acts as Distributor to each
Fund. MML Investors Services, Inc. ("MMLISI") serves as Sub-Distributor for each
Fund. Investors Bank & Trust Company ("Investors Bank") serves as each Fund's
Sub-Administrator, Transfer Agent, and Custodian. MassMutual ultimately has a
controlling interest in Oppenheimer. MMLISI is a wholly owned subsidiary of
MassMutual. Both Oppenheimer and MMLISI may serve as distributors of securities
issued by other investment companies. Investors Bank has custody of the Funds'
securities, maintains certain financial and accounting books and records, and
generally assists in all aspects of the administration of the Funds. Neither
Oppenheimer, MMLISI nor Investors Bank assists in or is responsible for the
investment decisions and policies of the Funds. MassMutual provides the Funds
with
22
<PAGE>
certain shareholder services pursuant to its administrative services agreements.
Description Of Shares
The Trust is a series company which is authorized to issue shares in separate
series of multiple classes. The Trust may issue an unlimited number of shares of
multiple classes, in one or more series as the Trustees may authorize, with or
without par value as the Trustees may prescribe. Each share of a particular
class of a Fund represents an equal proportionate interest in that Fund with
each other share of the same class, none having priority or preference over
another. Each Fund is preferred over all other Funds in respect of the assets
allocated to that Fund. Each share of a particular class of a Fund is entitled
to a pro rata share of any distributions declared in respect of that class and,
in the event of liquidation, a pro rata share of the net assets of that class
remaining after satisfaction of outstanding liabilities. When issued, shares are
fully paid and nonassessable and have no preemptive or subscription rights.
Under the Trust's Declaration of Trust, the Board of Trustees is authorized to
create new series and classes without shareholder approval. Shares of each Fund
entitle their holder to one vote for each dollar (or proportionate fractional
vote for each fraction of a dollar) of net asset value per share of each Fund or
class for each share held as to any matter on which such shares are entitled to
vote.
The Trust is not required to hold annual meetings of shareholders. Special
meetings may be called for such purposes as electing Trustees, voting on
management agreements and distribution plans, and with respect to such
additional matters relating to the Trust as may be required by the Trust's
Declaration of Trust and the 1940 Act.
How Fund Shares Are Priced
The net asset value (closing price) of each class of each Fund's shares is
determined once daily as of the normal close of trading on the NYSE (currently
4:00 p.m. Eastern Time) on each day on which the Exchange is open for trading.
Net asset value for a class of shares is determined by dividing the total market
value of a Fund's portfolio investments and other assets attributable to that
class, less any liabilities, by the total outstanding shares of the class.
Securities which are traded on a national securities exchange or on the NASDAQ
national market system generally are valued at the last sale price. Debt
securities normally are valued at the last reported bid price on the primary
market for those securities. To the extent authorized by the Board of Trustees,
portfolio securities may be valued by a pricing service that determines values
based on market transactions for normal institutional-size trading units. Money
market obligations having a maturity of 60 days or less are generally valued at
amortized cost when the Board of Trustees of the Trust believes that amortized
cost approximates market value. In all other cases, assets and other securities
for which no quotations are readily available (including restricted securities)
are valued at fair value as determined in good faith by the Board of Trustees,
although the actual calculations may be made by persons acting pursuant to the
direction of the Board.
A dealer or other organization selling shares of Classes 1, 2, or 3 may receive
different levels of compensation for selling one particular class of shares over
another. Certain shares of the Funds, which may be purchased through the
Distributor at the net asset value per share next determined after receipt of a
purchase request in good order, are subject to sales charges which are part of
the 12b-1 fees set forth and expressed on an annual basis. See "Expense
Information." The fees are charged on a daily basis and paid over to the
Distributor monthly. Based on a 365-day year, the daily sales charge portion of
the 12b-1 fee, expressed as a gross percentage of total Fund assets at the end
of the day rounded to the nearest 1/10,000 of percent, is 0.0011% for Class 1
shares and 0.0004% for Class 2 shares. The same percentages would apply when
expressing the sales charge portion as a percentage of the amount available for
investment the next day net of the fee. No sales charges are associated with the
sale of shares of Class 3 or Class 4. However, registered representatives who
are not employees of MassMutual may receive certain cash compensation from
MassMutual in consideration of their sales of Class 3 shares of the Funds. If
investment in the Funds is equal to or less than $10 million, the fee will be
0.10% of such investment. If the investment in the Funds exceeds $10 million,
the fee will be the sum of 0.10% of the first $10 million invested and 0.05% on
amounts in excess of $10 million.
Distributions And Taxation
Each Fund intends to continue to qualify as a regulated investment company under
Subchapter M of the Code. As a regulated investment company, a Fund will not be
subject to federal income taxes on its ordinary income and net realized capital
gain distributed to its shareholders. In general, a Fund that fails to
distribute at least 98% of such income and gain in the calendar year in which
earned will be subject to a 4% excise tax on the undistributed amount.
Many Investors, including most tax qualified Plan Investors, may be eligible for
preferential federal income tax treatment on distributions received from a Fund
and dispositions of Fund shares. This Prospectus does not attempt to describe in
any respect such preferential tax treatment. Any prospective Investor that is a
trust or other entity eligible for special tax treatment under the Code that is
considering purchasing shares of a Fund, either directly or indirectly through a
life insurance company separate account, should consult its tax advisers about
the federal, state and local tax consequences particular to it, as should
persons considering whether to have amounts held for their benefit by such
trusts or other entities invested in shares of a Fund. Investors that do not
receive preferential tax treatment are subject to federal income taxes on
distributions received
23
<PAGE>
in respect of their shares. Distributions of the Fund's ordinary income and
short-term capital gain are taxable to the shareholder as ordinary income
whether received in cash or additional shares. Designated long-term capital gain
distributions are taxable as long-term capital gain whether distributed in cash
or additional shares and regardless of how long the Investor has owned shares of
the Fund; however, a loss recognized from the sale of Fund shares held for six
months or less will be treated as a long-term capital loss to the extent of
long-term capital gains distributions. Certain designated dividends may be
eligible for the dividends-received deduction for corporate shareholders.
Investors should consult with their tax advisers for additional information
concerning the federal, state and local tax consequences of purchasing shares of
a Fund.
Dividends from net investment income and distributions of any net realized
capital gains of each Fund are declared and paid annually or at other times as
necessary to meet regulatory requirements. Distributions shall be paid in full
and fractional shares of the applicable Class of the applicable Fund at net
asset value on the first Business Day after the record date for the
distribution, unless, subject to such terms and conditions of the underlying
Plan Documents, the Investor has elected to receive dividend payments in cash.
Investment Performance
The Trust commenced operations on October 3, 1994 subsequent to the transfer of
assets by each of seven SIAs to the Fund having corresponding investment
objectives, policies and limitations in exchange for shares of such Fund. While
the SIAs continue to exist, their assets consist solely of shares of the
corresponding Fund. Except for the seed capital provided by MassMutual, each
Fund's portfolio of investments on October 3, 1994 was the same as the portfolio
of the corresponding SIA immediately prior to the transfer.
The SIAs are not registered investment companies as they each are exempt from
registration under the 1940 Act. Since, in a practical sense, the SIAs
constitute "predecessors" of the Funds, the Trust calculates the performance for
each Class of each Fund for periods commencing prior to the transfer of the SIA
assets to the Funds by including the corresponding SIA's total return adjusted
to reflect the deduction of fees and expenses applicable to each Class as stated
in the Fee Table of the Trust's initial prospectus which was effective October
3, 1994 (i.e. adjusted to reflect anticipated expenses, net of management fee
waivers). These fees and expenses include sales charges (if any should be
imposed), Rule 12b-1 fees and, in the case of Class 4, any charges at the SIA
level.
The quoted performance data includes the performance of the SIAs for periods
before the Trust's Registration Statement became effective. As noted above, the
SIAs were not registered under the 1940 Act and thus were not subject to certain
investment restrictions that are imposed by the 1940 Act. If the SIAs had been
registered under the 1940 Act, the SIAs performance might have been adversely
affected. Employee benefit plans that invest plan assets in the SIAs may be
subject to certain charges as set forth in their respective Plan Documents.
Total return figures would be lower for the period if they reflected these
charges.
Each of the Funds from time to time may advertise certain investment performance
figures. These figures are based on historical earnings but past performance
data is not necessarily indicative of future performance of the Funds. All
performance information with respect to Class 4 shares will be provided net of
the Fund and SIA expenses. Each of the Funds may quote yield in conformance with
current Securities and Exchange Commission guidelines. Currently, the yield for
each Fund refers to the net investment income earned by the Fund over a 30-day
period, as defined in the advertisement. This income is then assumed to be
earned for a full year and to be reinvested each month for six months. The
resulting semi-annual yield is doubled.
Each of the Funds may advertise its total return and its holding period return
for various periods of time. Total return is calculated by determining, over a
period of time as stated in the advertisement, the average annual compounded
rate of return that an investment in the Fund earned over that period, assuming
reinvestment of all distributions. Holding period return refers to the
percentage change in the value of an investment in a Fund over a period of time
(as stated in the advertisement), assuming reinvestment of all distributions.
Total return and holding period return differ from yield in that the return
figures include capital changes in an investment while yield measures the rate
of net income generated by a Fund. Total return differs from holding period
return principally in that total return is an average annual figure while
holding period return is an aggregate figure for the entire period.
24
<PAGE>
Average Annual Total Return (adjusted to reflect anticipated expenses, net of
management fee waivers) for year ended December 31, 1995.
<TABLE>
<CAPTION>
1 YEAR
Class 1 Class 2 Class 3 Class 4
<S> <C> <C> <C> <C>
Prime Fund and its predecessor SIA G 4.58% 5.16% 5.53% 5.78%
Short-Term Bond Fund and its predecessor SIA F 10.54% 11.11% 11.46% 11.77%
Core Bond Fund and its predecessor SIA E 17.81% 18.51% 18.87% 19.15%
Balanced Fund and its predecessor SIA M 19.92% 20.50% 20.96% 21.31%
Value Equity Fund and its predecessor SIA A 30.10% 30.80% 31.30% 31.54%
Small Cap Value Equity Fund and its predecessor SIA S 18.58% 19.25% 19.62% 20.01%
International Equity Fund and its predecessor SIA I 3.96% 4.52% 4.78% 5.13%
<CAPTION>
3 YEARS
Class 1 Class 2 Class 3 Class 4
<S> <C> <C> <C> <C>
Prime Fund and its predecessor SIA G 3.07% 3.65% 4.00% 4.23%
Short-Term Bond Fund and its predecessor SIA F 4.90% 5.43% 5.83% 6.06%
Core Bond Fund and its predecessor SIA E 7.18% 7.75% 8.08% 8.35%
Balanced Fund and its predecessor SIA M 9.46% 10.03% 10.44% 10.67%
Value Equity Fund and its predecessor SIA A 13.23% 13.83% 14.21% 14.46%
Small Cap Value Equity Fund and its predecessor SIA S 8.17% 8.77% 9.11% 9.38%
International Fund and its predecessor SIA I 15.70% 16.25% 16.52% 16.89%
<CAPTION>
5 YEARS
Class 1 Class 2 Class 3 Class 4
<S> <C> <C> <C> <C>
Prime Fund and its predecessor SIA G 3.37% 3.93% 4.28% 4.52%
Short-Term Bond Fund and its predecessor SIA F 6.51% 7.05% 7.43% 7.66%
Core Bond Fund and its predecessor SIA E 8.71% 9.28% 9.61% 9.87%
Balanced Fund and its predecessor SIA M 11.39% 11.95% 12.33% 12.57%
Value Equity Fund and its predecessor SIA A 14.58% 15.17% 15.53% 15.78%
Small Cap Value Equity Fund and its predecessor SIA S 13.47% 14.06% 14.40% 14.66%
International Equity Fund and its predecessor SIA I N/A N/A N/A N/A
<CAPTION>
10 YEARS (or since inception)
Class 1 Class 2 Class 3 Class 4
<S> <C> <C> <C> <C>
Prime Fund and its predecessor SIA G 4.90% 5.46% 5.81% 6.04%
Short-Term Bond Fund and its predecessor SIA F (April 30, 1989) 6.67% 7.22% 7.59% 7.83%
Core Bond Fund and its predecessor SIA E 8.23% 8.79% 9.13% 9.38%
Balanced Fund and its predecessor SIA M (October 10, 1987) 10.21% 10.77% 11.14% 11.38%
Value Equity Fund and its predecessor SIA A 12.59% 13.16% 13.52% 13.77%
Small Cap Value Equity Fund and its predecessor SIA S 11.96% 12.53% 12.88% 13.13%
International Equity Fund and its predecessor SIA I (July 31, 1991) 10.65% 11.21% 11.48% 11.84%
</TABLE>
The quoted performance data includes the performance of the Separate Investment
Accounts (SIAs) for the period before the Trust's Registration Statement became
effective. The SIAs were not registered under the 1940 Act and therefore were
not subject to certain investment restrictions imposed by the Act. If the SIAs
had been registered under the 1940 Act, their performance may have been
adversely affected.
25
<PAGE>
Glossary
Business Day: each day the New York Stock Exchange is open for trading.
Currency Transactions: include forward currency contracts, exchange listed
currency futures, exchange listed and OTC options on currencies, and currency
swaps. A forward currency contract involves a privately negotiated obligation to
purchase or sell (with delivery generally required) a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. A
currency swap is an agreement to exchange cash flows based on the notional
difference among two or more currencies and operates similarly to an interest
rate swap.
Duration: indicates how interest rate changes will affect a debt instrument's
price.
Foreign Securities: include debt, equity, and hybrid instruments, obligations
and securities of foreign issuers, including governments of countries other than
the United States and companies organized under the laws of countries other than
the United States that are traded on foreign securities exchanges or foreign
over-the-counter markets. Foreign securities also include securities of foreign
issuers (i) represented by American Depository Receipts, (ii) traded in the
United States over-the-counter markets, or (iii) listed on a U.S. securities
exchange.
Investor: includes a plan sponsor, plan fiduciary, trust, institutional
investor, and/or insurance company separate investment account that purchases
shares of the Trust and is hereinafter referred to as Investor or collectively
referred to as Investors. An Investor that is a separate investment account of
MassMutual is referred to as an SIA Investor to the extent it invests in the
Trust. Investors that are purchasing shares of a Fund on behalf of a Plan are
sometimes referred to as Plan Investors. The term Investor does not include a
Plan Participant.
NRSRO: means a nationally recognized statistical rating organization. For a
description of the ratings of two NRSROs, Standard & Poor's Corporation ("S&P")
and Moody's Investors Service, Inc. ("Moody's"), see Appendix A to the Statement
of Additional Information. For example, the four investment grade ratings in
descending order for debt securities as rated by Moody's are Aaa, Aa, A and Baa-
including Baa3. The four investment grade ratings for debt securities as rated
by S&P are AAA, AA, A and BBB - including BBB-. For commercial paper, Moody's
two highest ratings are P-1 and P-2 and S&P's two highest ratings are A-1 and
A-2.
Plan: refers to all defined contribution and defined benefit retirement plans
and any other employee retirement arrangement that invests in the Funds.
Plan Assets: assets held by the Plan trustee of a particular qualified plan and
invested at MassMutual and/or in the Trust, exclusive of plan assets invested in
life insurance.
Plan Participant: includes active, deferred and suspended Plan Participants on
whose behalf Plan Assets are invested, as well as any other individual included
in the computation of active participants under the appropriate Form 5500 filed
with the Internal Revenue Service.
Plan Documents: refer to the documents that created and are related to a
particular employee retirement benefit plan. These documents might include trust
documents, insurance contracts (including group annuity contracts), service
agreements and other agreements providing for the provision of services or
benefits for the plan and its participants.
U.S. Government Securities: include obligations issued, sponsored, assumed or
guaranteed as to principal and interest by the Government of the United States,
its agencies and instrumentalities, and securities backed by such obligations,
including FHA\VA guaranteed mortgages.
The name MassMutual Institutional Funds is the designation of the Trust under a
Declaration of Trust dated May 28, 1993, as amended. The obligations of such
Trust are not personally binding upon, nor shall resort be had to the property
of, any of the Trustees, shareholders, officers, employees or agents of such
Trust, but the Trust's property only shall be bound.
26
<PAGE>
MASSMUTUAL INSTITUTIONAL FUNDS
1295 State Street
Springfield, Massachusetts 01111
INVESTMENT MANAGER
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111
INVESTMENT SUB-ADVISERS
HARBOURVIEW ASSET MANAGEMENT CORPORATION
Two World Trade Center
New York, New York 10048
CONCERT CAPITAL MANAGEMENT, INC.
One Memorial Drive
Cambridge, Massachusetts 02142
DISTRIBUTOR
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Two World Trade Center
New York, New York 10048
SUB-ADMINISTRATOR, TRANSFER AGENT and CUSTODIAN
INVESTORS BANK & TRUST COMPANY
89 South Street
Boston, Massachusetts 02111
INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2300 BayBank Tower
Springfield, Massachusetts 01101
LEGAL COUNSEL
ROPES & GRAY
One International Place
Boston, Massachusetts 02110
27
<PAGE>
MASSMUTUAL INSTITUTIONAL FUNDS
1295 State Street
Springfield, Massachusetts 01111
STATEMENT OF ADDITIONAL INFORMATION
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE PROSPECTUS OF MASSMUTUAL INSTITUTIONAL FUNDS (THE
"TRUST") DATED MAY 1, 1996 (THE "PROSPECTUS"). TO OBTAIN A PROSPECTUS, CALL
YOUR REGISTERED REPRESENTATIVE, AT (413) 788-8411, OR WRITE THE TRUST.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Statement of Additional Information or in the related Prospectus, in connection
with the offer contained herein, and, if given or made, such other information
or representation must not be relied upon as having been authorized by the Trust
or the Distributor. This Statement of Additional Information and the related
Prospectus do not constitute an offer by the Trust or by the Distributor to sell
or a solicitation of any offer to buy any of the securities offered hereby in
any jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
This Statement of Additional Information relates to the following Funds:
. MassMutual Prime Fund
. MassMutual Short-Term Bond Fund
. MassMutual Core Bond Fund
. MassMutual Balanced Fund
. MassMutual Value Equity Fund
. MassMutual Small Cap Value Equity Fund
. MassMutual International Equity Fund
DATED MAY 1, 1996
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
GENERAL INFORMATION........................................ 3
ADDITIONAL INVESTMENT POLICIES............................. 3
FUNDAMENTAL INVESTMENT RESTRICTIONS........................ 9
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS.................... 10
MANAGEMENT OF THE TRUST.................................... 10
COMPENSATION............................................... 15
COMPENSATION TABLE......................................... 15
CONTROL PERSON AND PRINCIPAL HOLDERS OF SECURITIES......... 16
INVESTMENT MANAGER AND SUB-ADVISERS........................ 16
THE DISTRIBUTOR............................................ 19
CUSTODIAN, DIVIDEND DISTRIBUTING AGENT AND TRANSFER AGENT.. 19
PORTFOLIO TRANSACTIONS AND BROKERAGE....................... 20
SHAREHOLDER INVESTMENT ACCOUNT............................. 21
REDEMPTION OF SHARES....................................... 21
VALUATION OF PORTFOLIO SECURITIES.......................... 21
DESCRIPTION OF SHARES...................................... 22
INVESTMENT PERFORMANCE..................................... 22
TAXATION................................................... 24
EXPERTS.................................................... 26
APPENDIX - DESCRIPTION OF SECURITIES RATINGS............... 27
REPORT OF INDEPENDENT ACCOUNTANTS.......................... 29
AUDITED FINANCIAL STATEMENTS............................... 30
</TABLE>
B - 2
<PAGE>
GENERAL INFORMATION
-------------------
MassMutual Institutional Funds (the "Trust") is a professionally managed, open-
end, diversified management investment company (a "mutual fund"). The Trust is
a series fund consisting of seven separate series: (1) MassMutual Prime Fund,
(2) MassMutual Short-Term Bond Fund, (3) MassMutual Core Bond Fund, (4)
MassMutual Balanced Fund, (5) MassMutual Value Equity Fund, (6) MassMutual Small
Cap Value Equity Fund, and (7) MassMutual International Equity Fund (each
individually referred to as a "Fund" or collectively as the "Funds").
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 28, 1993, as amended. Additional Funds may be created by the Trustees
from time to time. The investment manager for each Fund is Massachusetts Mutual
Life Insurance Company ("MassMutual"). The investment sub-adviser for the Value
Equity Fund, the Small Cap Value Equity Fund and the Equity Sector of the
Balanced Fund is Concert Capital Management, Inc. ("Concert Capital"). The
investment sub-adviser for the International Equity Fund is HarbourView Asset
Management Corporation ("HarbourView"). Concert Capital and HarbourView are
each indirect subsidiaries of MassMutual. MassMutual, Concert Capital and
HarbourView are sometimes referred to herein as the "advisers."
ADDITIONAL INVESTMENT POLICIES
------------------------------
Each Fund has a distinct investment objective which it pursues through separate
investment policies, as described in its Prospectus and below. The investment
objective, fundamental investment policies and fundamental investment
restrictions of a Fund may not be changed without the vote of a majority of that
Fund's outstanding shares (which, under the Investment Company Act of 1940 (the
"1940 Act") and the rules thereunder and as used in this Statement of Additional
Information and in the Prospectus, means the lesser of (1) 67% of the shares of
that Fund present at a meeting if the holders of more than 50% of the
outstanding shares of that Fund are present in person or by proxy, or (2) more
than 50% of the outstanding shares of that Fund). The Board of Trustees of the
Trust may adopt new or amend or delete existing non-fundamental investment
policies and restrictions without shareholder approval.
The following discussion, when applicable, elaborates on the presentation of
each Fund's investment policies contained in the Prospectus. For a description
of the ratings of corporate debt securities and money market instruments in
which the various Funds may invest, reference should be made to the Appendix.
PRIME FUND
An instrument in which the Prime Fund may invest will be considered to be short-
term if its remaining maturity on the date of its purchase is 397 days or less.
In the case of a variable or floating rate obligation, the remaining maturity
will be deemed to be the period remaining until the next readjustment of the
interest rate or until maturity, whichever is less. In the case of an
obligation with a demand feature, the remaining maturity will be deemed to be
the period remaining until the principal amount may be recovered through the
demand provision or until the next readjustment of the interest rate or until
maturity, whichever is the shortest.
Certain money market instruments are available only in relatively large
denominations, and others may carry higher yields if purchased in relatively
large denominations. Also, it is believed by MassMutual that an institutional
purchaser of money market instruments who has the ability to invest relatively
large sums on a regular basis may have investment opportunities that are not
available to those who invest smaller sums less frequently. Certain of the
Prime Fund's investment restrictions limit the percentage of the Fund's assets
which may be invested in certain industries or in securities of any issuer.
Accordingly, if the Fund has relatively small net assets and net cash flow from
sales and redemptions of shares, the Fund may be unable to invest in money
market instruments paying the highest yield available at a particular time.
B - 3
<PAGE>
SHORT-TERM BOND FUND
The Fund's duration management strategy currently utilizes a quantitative, risk-
averse discipline that balances generating a high total rate of return primarily
from current income with minimizing fluctuations in capital values. The
duration of the portfolio will be lengthened by extending average maturities
when sufficient additional yield can be obtained. Conversely, the duration will
be shortened when adequate compensation for the additional risk associated with
longer maturities cannot be realized.
CORE BOND FUND
The Core Bond Fund's duration management strategy is to match (within 10%) the
duration of the Lehman Brothers Government/Corporate Bond Index. MassMutual
seeks to add value compared to this index through the use of sector rotation,
yield curve management and asset selection. Neither market timing nor interest
rate anticipation methods are employed in managing the Fund.
INTERNATIONAL EQUITY FUND
The Trustees are authorized to determine what constitutes a "foreign security"
and to modify any such definition as they deem appropriate. Opportunities for
long-term capital appreciation will be stressed.
Currency Transactions--The Fund may engage in currency transactions with
counterparties in order to hedge the value of portfolio holdings denominated in
particular currencies against fluctuations in relative value.
FIXED INCOME SECURITIES
While the Prime Fund invests in high quality securities and the Short-Term Bond
Fund, the Core Bond Fund and the Core Bond Sector of the Balanced Fund invest in
investment grade securities, investment in these Funds is not without risk. The
debt securities in which the Funds invest may not offer as high a yield as may
be achieved from lower quality instruments having less safety. If the Prime
Fund, the Short-Term Bond Fund or the Core Bond Fund disposes of an obligation
prior to maturity, it may realize a loss or a gain. An increase in interest
rates will generally reduce the value of portfolio investments, and a decline in
interest rates will generally increase the value of portfolio investments. In
addition, investments are subject to the ability of the issuer to make payment
at maturity. If an investment of the Short-Term Bond Fund or the Core Bond Fund
is downgraded below investment-grade level, the adviser will normally dispose of
such security in a reasonable period of time. In special circumstances the
adviser may determine that it is in the Fund's best interest to continue to hold
the security.
WARRANTS AND RIGHTS
A warrant typically gives the holder the right to purchase underlying stock at a
specified price for a designated period of time. Warrants may be a relatively
volatile investment. The holder of a warrant takes the risk that the market
price of the underlying stock may never equal or exceed the exercise price of
the warrant. A warrant will expire without value if it is not exercised or sold
during its exercise period. Rights are similar to warrants, but normally have a
short duration and are distributed directly by the issuer to its shareholders.
Warrants and rights have no voting rights, receive no dividends, and have no
rights to the assets of the issuer.
The Equity Sector of the Balanced Fund, the Value Equity Fund, the Small Cap
Value Equity Fund and the International Equity Fund may each invest up to 5% of
the value of their respective assets in warrants in an effort to build a
position in the underlying common stocks and, of such 5%, no more than 2% may be
invested in warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
In a repurchase agreement transaction, a Fund acquires a security from, and
simultaneously resells it to, an approved vendor (a U.S. commercial bank or the
U.S. branch of a foreign bank, or a broker-dealer which has been designated
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a primary dealer in government securities and which must meet the credit
requirements set by the Trust's Board of Trustees from time to time) for
delivery on an agreed-upon future date. The resale price exceeds the purchase
price by an amount that reflects an agreed-upon interest rate effective for the
period during which the repurchase agreement is in effect. The majority of
these agreements run from day to day, and delivery pursuant to the resale
agreement typically will occur within one to five days of the purchase.
Repurchase agreements are considered "loans" under the 1940 Act, collateralized
by the underlying security. A Fund's repurchase agreements require that at all
times while the repurchase agreement is in effect, the value of the collateral
must equal or exceed the repurchase price to fully collateralize the loan.
Additionally, a Fund's adviser will impose creditworthiness requirements to
confirm that the vendor is financially sound and will continuously monitor the
collateral's value. However, if the seller defaults, the Fund could realize a
loss on the sale of the underlying security. In addition, if the seller should
be involved in bankruptcy or insolvency proceedings, the Fund may incur delay
and costs in selling the underlying security or may suffer a loss of principal
and interest if the Fund is treated as an unsecured creditor and required to
return the underlying securities to the seller's estate.
A reverse repurchase agreement is a contract pursuant to which a Fund agrees to
sell a security and simultaneously agrees to repurchase it at an agreed-upon
price at a stated time. A Fund engaging in reverse repurchase agreements will
maintain a segregated account with its custodian containing cash or liquid,
high-grade debt obligations having a current market value at all times in an
amount sufficient to repurchase securities pursuant to outstanding reverse
repurchase agreements. Reverse repurchase agreements are borrowings subject to
Restriction (2) under "Fundamental Investment Restrictions."
CERTAIN DEBT SECURITIES
Some U.S. Government Securities are backed by the full faith and credit of the
U.S. Government; others are secured by the right of the issuer to borrow from
the U.S. Treasury; while others are supported only by the credit of the issuing
agency or instrumentality. There can be no assurance that the U.S. Government
will pay interest and principal on securities on which it is not legally
obligated to do so.
The Funds will limit their investments in certificates of deposit and bankers'
acceptances to U.S. dollar denominated obligations of U.S. banks and savings and
loan associations, London branches of U.S. banks ("Eurodollar obligations") and
U.S. branches of foreign banks ("Yankeedollar obligations"). In the case of
foreign banks, the $1 billion deposit requirement will be computed using
exchange rates in effect at the time of the banks' most recently published
financial statements. Eurodollar obligations and Yankeedollar obligations will
not be acquired if as a result more than 25% of a Fund's net assets would be
invested in such obligations. Obligations of foreign banks and of foreign
branches of U.S. banks may be affected by foreign governmental action, including
imposition of currency controls, interest limitations, withholding taxes,
seizure of assets or the declaration of a moratorium or restriction on payments
of principal or interest. Foreign banks and foreign branches of U.S. banks may
provide less public information than, and may not be subject to the same
accounting, auditing and financial recordkeeping standards as, domestic banks.
SECURITIES LENDING
A Fund may make loans of portfolio securities of not more than 33% of its net
assets taken at current market value to attempt to increase its income. Under
applicable regulatory requirements and securities lending agreements (which are
subject to change), the loan collateral must, on each business day, be at least
equal to the value of the loaned securities and must consist of cash, bank
letters of credit or securities of the U.S. Government (or its agencies or
instrumentalities), or other cash equivalents in which the Fund is permitted to
invest. The terms of a Fund's loans must also meet certain tests under the
Internal Revenue Code and permit the Fund to reacquire loaned securities on five
business days' notice or in time to vote on any important matter.
HEDGING INSTRUMENTS AND DERIVATIVES
The Funds currently may use the hedging instruments and derivatives discussed
below. In the future, a Fund may employ hedging instruments and strategies that
are not currently contemplated but which may be developed, to the
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extent such investment methods are consistent with the Fund's investment
objective, legally permissible and adequately disclosed.
(1) Forward Contracts--Each Fund may purchase or sell securities on a forward
commitment basis ("forward contracts"). When such transactions are negotiated,
the price is fixed at the time of commitment, but delivery and payment for the
securities can take place a month or more after the commitment date. The
securities so purchased or sold are subject to market fluctuations and no
interest accrues to the purchaser during this period. At the time of delivery
the securities may be worth more or less than the purchase or sale price. While
a Fund also may enter into forward contracts with the initial intention of
acquiring securities for its portfolio, it may dispose of a commitment prior to
settlement if MassMutual deems it appropriate to do so. The Funds may realize
short-term gains or losses upon the sale of forward contracts. If a Fund enters
into a forward contract, it will establish a segregated account with its
custodian consisting of cash or liquid, high-grade debt obligations having a
current market value equal to or greater than the aggregate amount of that
Fund's commitment under forward contracts (that is, the purchase price of the
underlying security on the delivery date). As an alternative to maintaining all
or part of the segregated account, a Fund could buy call or put options to
"cover" the forward contracts. A Fund will not enter into a forward contract if
as a result more than 25% of its total assets would be held in a segregated
account covering such contracts.
(2) Currency Transactions--Each Fund may engage in currency transactions with
counterparties in order to convert foreign denominated securities or obligations
to U.S. dollar denominated investments. Further, the International Equity Fund
may engage currency transactions to hedge the value of portfolio holdings
denominated in particular currencies against fluctuations in relative value.
Currency transactions include forward currency contracts, exchange listed
currency futures, exchange listed and OTC options on currencies, and currency
swaps. A forward currency contract involves a privately negotiated obligation
to purchase or sell (with delivery generally required) a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. A
currency swap is an agreement to exchange cash flows based on the notional
difference among two or more currencies and operates similarly to an interest
rate swap, which is described below. A Fund may enter into currency
transactions with counterparties which have received (or the guarantors of the
obligations of which have received) a credit rating of A-1 or P-1 by S&P or
Moody's, respectively, or that have an equivalent rating from a nationally
recognized statistical rating organization ("NRSRO") or (except for OTC currency
options) are determined to be of equivalent credit quality by the adviser.
The International Equity Fund's dealings in forward currency contracts and other
currency transactions such as futures, options, options on futures, and swaps
will be limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is entering into a currency transaction with
respect to specific assets or liabilities of a Fund, which will generally arise
in connection with the purchase or sale of its portfolio securities or the
receipt of income therefrom. Position hedging is entering into a currency
transaction with respect to portfolio security positions denominated or
generally quoted in that currency. For example, if the Fund believes that a
foreign currency may suffer a substantial decline against the U.S. dollar, it
may enter into a forward sale contract to sell an amount of that foreign
currency approximating the value of some or all of the Fund's portfolio
securities denominated in such foreign currency. The Funds may also cross-hedge
currencies by entering into transactions to purchase or sell one or more
currencies that are expected to decline in value relative to other currencies to
which the Fund has or in which the Fund expects to have portfolio exposure.
A Fund will not enter into a transaction to hedge currency exposure to an extent
greater, after netting all transactions intended wholly or partially to offset
other transactions, than the aggregate market value (at the time of entering
into the transaction) of the securities held in its portfolio that are
denominated or generally quoted in or currently convertible into such currency,
other than with respect to proxy hedging as described below.
To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the Funds may also engage in proxy
hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar.
Proxy hedging entails entering into a
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forward contract to sell a currency whose changes in value are generally
considered to be linked to a currency or currencies in which some or all of the
Fund's portfolio securities are or are expected to be denominated, and to buy
U.S. dollars. The amount of the contract would not exceed the value of the
Fund's securities denominated in linked currencies. For example, if the adviser
considers that the Austrian schilling is linked to the German deutsche mark (the
"D-mark"), the Fund holds securities denominated in schillings and the adviser
believes that the value of schillings will decline against the U.S. dollar, the
adviser may enter into a contract to sell D-marks and buy dollars. Currency
hedging involves some of the same risks and considerations as other transactions
with similar instruments. Currency transactions can result in losses to the Fund
if the currency being hedged fluctuates in value to a degree or in a direction
that is not anticipated. Further, there is the risk that the perceived linkage
between various currencies may not be present during the particular time that
the Fund is engaging in proxy hedging.
(3) Risks Regarding Hedging Instruments and Derivatives
Some of the general risks associated with hedging and the use of derivatives
include: (a) the possible absence of a liquid secondary market for any
particular hedging instrument at any time; (b) these instruments can be highly
volatile; and (c) the possible need to defer closing out certain positions to
avoid adverse tax consequences. More specific risks are set forth below.
(a) Forward Contracts: Forward contracts involve a risk of loss if the value
of the security to be purchased declines prior to the settlement date, which
risk is in addition to the risk of decline in value of the Funds' other
assets.
(b) Currency Transactions: Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency
control is of great importance to the issuing governments and influences
economic planning and policy, purchases and sales of currency and related
instruments can be negatively affected by government exchange controls,
blockages, and manipulations or exchange restrictions imposed by
governments. These can result in losses to a Fund if it is unable to
deliver or receive currency or funds in settlement of obligations and could
also cause hedges it has entered into to be rendered useless, resulting in
full currency exposure as well as incurring transaction costs. Buyers and
sellers of currency futures are subject to the same risks that apply to the
use of futures generally. Further, settlement of a currency futures
contract for the purchase of most currencies must occur at a bank based in
the issuing nation. Trading options on currency futures is relatively new,
and the ability to establish and close out positions on such options is
subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic
to that country's economy.
RESTRICTED AND ILLIQUID SECURITIES
None of the Funds currently expect to invest in restricted or illiquid
securities, although, as a non-fundamental policy, each Fund may invest no more
than 15% of its net assets in illiquid securities. However, this policy does
not limit the purchases of securities eligible for resale to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933,
provided that such securities are determined to be liquid by the Board of
Trustees, or the adviser if such determination is pursuant to Board-approved
guidelines. Such guidelines shall take into account trading activity for such
securities and the availability of reliable pricing information, among other
factors. If there is a lack of trading interest in particular Rule 144A
securities, a Fund's holdings of those securities may be illiquid, resulting in
undesirable delays in selling these securities at prices representing fair
value.
The Prime Fund, the Short-Term Bond Fund, the Core Bond Fund and the Prime and
Core Bond Sectors of the Balanced Fund expect to invest no more than 5% of each
Fund's net assets in Rule 144A securities that are determined to be liquid
pursuant to Board of Trustee guidelines.
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FOREIGN SECURITIES
The International Equity Fund and to a lesser extent each of the other Funds are
permitted to invest in foreign securities. With the exception of the
International Equity Fund, each Fund intends to invest in foreign securities
only if: (i) such securities are U.S. denominated; or (ii) if such securities
are not U.S. denominated, the Fund contemporaneously enters into a foreign
currency transaction to hedge the currency risk associated with the particular
foreign security. If a Fund's securities are held abroad, the countries in
which such securities may be held and the sub-custodian holding them must be
approved by the Board of Trustees under applicable SEC rules. In buying foreign
securities, a Fund may convert U.S. dollars into foreign currency, but only to
effect securities transactions on foreign securities exchanges and not to hold
such currency as an investment.
Investments in foreign securities involve special risks and considerations. As
foreign companies are not generally subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic companies, there may be less publicly available
information about a foreign company than about a domestic company. For example,
foreign markets have different clearance and settlement procedures. Delays in
settlement could result in temporary periods when assets of a Fund are
uninvested. The inability of a Fund to make intended security purchases due to
settlement problems could cause it to miss certain investment opportunities.
They may also entail certain other risks, such as the possibility of one or more
of the following: imposition of dividend or interest withholding or
confiscatory taxes, higher brokerage costs, thinner trading markets, currency
blockages or transfer restrictions, expropriation, nationalization, military
coups or other adverse political or economic developments; less government
supervision and regulation of securities exchanges, brokers and listed
companies; and the difficulty of enforcing obligations in other countries.
Purchases of foreign securities are usually made in foreign currencies and, as a
result, a Fund may incur currency conversion costs and may be affected favorably
or unfavorably by changes in the value of foreign currencies against the U.S.
dollar. Further, it may be more difficult for a Fund's agents to keep currently
informed about corporate actions which may affect the prices of portfolio
securities. Communications between the United States and foreign countries may
be less reliable than within the United States, thus increasing the risk of
delayed settlements of portfolio transactions or loss of certificates for
portfolio securities. Certain markets may require payment for securities before
delivery. A Fund's ability and decisions to purchase and sell portfolio
securities may be affected by laws or regulations relating to the convertibility
of currencies and repatriation of assets.
A number of current significant political, demographic and economic developments
may affect investments in foreign securities and in securities of companies with
operations overseas. Such developments include dramatic political changes in
government and economic policies in several Eastern European countries and the
republics composing the former Soviet Union, as well as the unification of the
European Economic Community. The course of any one or more of these events and
the effect on trade barriers, competition and markets for consumer goods and
services are uncertain. Similar considerations are of concern with respect to
developing countries. For example, the possibility of revolution and the
dependence on foreign economic assistance may be greater in these countries than
in developed countries. Management seeks to mitigate the risks associated with
these considerations through diversification and active professional management.
SHORT SALES AGAINST-THE -BOX
Selling short "against the box" refers to the sale of securities actually owned
by the seller but held in safekeeping. In such short sales, while the short
position is open, a Fund must own an equal amount of such securities, or by
virtue of ownership of securities have the right, without payment of further
consideration, to obtain an equal amount of securities sold short. Short sales
against-the-box may be made to defer, for federal income tax purposes,
recognition of gain or loss on the sale of securities "in the box" until the
short position is closed out. None of the Funds currently intend to engage in
short sales against-the-box.
INVESTMENT BASKET
Notwithstanding any Fund's fundamental investment restrictions (except those
imposed as a matter of law), the Board of Trustees may authorize one or more of
the Funds to invest in any security or investment-related instrument, or to
engage in investment-related transactions or practices, such as newly developed
debt securities or hedging programs, provided that the Board of Trustees has
determined that to do so is consistent with the Fund's
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investment objectives and policies and has adopted reasonable guidelines for use
by the Fund's advisers, and provided further that at the time of making such
investment or entering into such transaction, such investments or instruments
account for not more than 10% of the Fund's total assets. The Trust has no
current intention of using this investment basket authority.
FUNDAMENTAL INVESTMENT RESTRICTIONS
-----------------------------------
Each Fund is subject to certain fundamental restrictions on its investments,
which may not be changed without the affirmative vote of a majority of the
outstanding shares of that Fund. Investment restrictions that appear below or
elsewhere in this Statement of Additional Information and in the Prospectus
which involve a maximum percentage of securities or assets shall not be
considered to be violated unless an excess over the percentage occurs
immediately after, and is caused by, an acquisition or encumbrance of securities
or assets of, or borrowings by or on behalf of, a Fund. The Trust may not, on
behalf of any Fund:
(1) Purchase any security (other than U.S. Treasury securities or U.S.
Government Securities) if as a result, with respect to 75% of the Fund's
assets, more than 5% of the value of the total assets (determined at the
time of investment) of a Fund would be invested in the securities of a
single issuer.
(2) Borrow money, except from banks for temporary or emergency purposes not
in excess of one-third of the value of a Fund's assets, except that a Fund
may enter into reverse repurchase agreements or roll transactions. For
purposes of calculating this limitation, entering into portfolio lending
agreements shall not be deemed to constitute borrowing money. A Fund would
not make any additional investments while its borrowings exceeded 5% of its
assets.
(3) Issue senior securities (as defined in the Investment Company Act of
1940) except for securities representing indebtedness not prevented by
paragraph (2) above.
(4) Make short sales, except for sales "against the box."
(5) Act as an underwriter, except to the extent that, in connection with the
disposition of portfolio securities, a Fund may be deemed an underwriter
under applicable laws.
(6) Invest in oil, gas or other mineral leases, rights, royalty contracts or
exploration or development programs, real estate or real estate mortgage
loans. This restriction does not prevent a Fund from purchasing readily
marketable securities secured or issued by companies investing or dealing in
real estate and by companies that are not principally engaged in the
business of buying and selling such leases, rights, contracts or programs.
(7) Purchase physical commodities or commodity contracts (except futures
contracts, including but not limited to contracts for the future delivery of
securities and futures contracts based on securities indices).
(8) Make loans other than by investing in obligations in which a Fund may
invest consistent with its investment objective and policies and other than
repurchase agreements and loans of portfolio securities.
(9) Pledge, mortgage or hypothecate assets taken at market to an extent
greater than 15% of the total assets of the Fund except in connection with
permitted transactions in options, futures contracts and options on futures
contracts, reverse repurchase agreements and securities lending.
(10) Purchase any security (other than securities issued, guaranteed or
sponsored by the U.S. Government or its agencies or instrumentalities) if,
as a result, a Fund would hold more than 10% of the outstanding voting
securities of an issuer.
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(11) Purchase or retain securities of any issuer if, to the knowledge of the
Trust, more than 5% of such issuer's securities are beneficially owned by
officers and trustees of the Trust or officers and directors of its adviser
who individually beneficially own more than 1/2 of 1% of the securities of
such issuer.
Notwithstanding any fundamental investment restriction set forth above or in the
Prospectus, each Fund may: (1) engage in hedging transactions, techniques, and
practices using forward contracts and similar instruments, to the extent and in
a manner permitted by law; and (2) invest in any security or investment-related
instrument, or engage in any investment-related transaction or practice,
provided that the Board of Trustees has determined that to do so is consistent
with the investment objective and policies of the Fund and has adopted
reasonable guidelines for use by the Fund's adviser, and provided further that
at the time of entering into such investment or transaction, such investments or
instruments account for no more than 10% of the Fund's total assets. For the
foreseeable future, the Funds do not expect to engage in futures and options
transactions or interest rate swap agreements.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
---------------------------------------
In addition to the investment restrictions described above and those contained
in the Prospectus, the Trustees of the Trust have voluntarily adopted certain
policies and restrictions which are observed in the conduct of the affairs of
the Funds. These represent intentions of the Trustees based upon current
circumstances. They differ from fundamental investment policies in that the
following additional investment restrictions may be changed or amended by action
of the Trustees without requiring prior notice to or approval of shareholders.
In accordance with such policies and guidelines, each Fund may not:
(1) Invest for the purpose of exercising control over, or management of, any
company.
(2) Invest in securities of other investment companies, except by purchase
in the open market where no commission or profit to a sponsor or dealer
results from such purchase other than the customary broker's commission,
except when such purchase is part of a plan of merger, consolidation,
reorganization or acquisition or except shares of money market funds advised
by MassMutual or an affiliate thereof. It is expected that a Fund would
purchase shares of such money market funds only if arrangements are made to
eliminate duplicate advisory and distribution fees.
MANAGEMENT OF THE TRUST
-----------------------
The Trust has a Board of Trustees, but a majority of them must not be
"Interested Persons" as defined in the Investment Company Act of 1940. The
Trustees and principal officers of the Trust are listed below together with
information on their positions with the Trust, principal occupations during the
past five years and other principal business affiliations.
Gary E. Wendlandt* Chairman, Chief Executive Officer
1295 State Street and Trustee of the Trust
Springfield, MA 01111
Age: 45
Chief Investment Officer (since 1993), Executive Vice President (since
1992), Senior Vice President (1983-1992), MassMutual; Chairman (since
1995), Vice Chairman (1993-1995) and President (1988-1993), MML Series
Investment Fund (open-end investment company); Chairman (since 1995),
President (1983-1995) and Trustee: MassMutual Corporate Investors and
Chairman (since 1995), President (1988-1995) and Trustee, MassMutual
Participation Investors (closed-end investment companies); President and
Director (since 1995), DLB Acquisition Corporation (holding company for
investment advisers); President and Chief Executive Officer (since 1994),
Director (since 1992), and Vice Chairman (1983-1992), Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of
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MassMutual Holding Company); Director (since 1990), Oppenheimer Acquisition
Corporation (investment advisory holding company); Supervisory Director
(since 1991) MassMutual/Carlson CBO N.V. (collateralized bond fund);
Director (since 1994), MassMutual Corporate Value Partners Limited
(investor in debt and equity securities) and MassMutual Corporate Value
Limited (parent of MassMutual Corporate Value Partners Limited); Chairman,
President and Chief Executive Officer (since 1994) and Director (since
1991), MassMutual Holding Company and Director and President (since 1994),
MassMutual Holding Company Two, Inc. and MassMutual Holding Company Two
MSC, Inc. (direct and indirect holding company subsidiaries of MassMutual);
Chairman (since 1994) and Director (since 1993), MML Realty Management
Corporation; Chairman and Chief Executive Officer (since 1994), Cornerstone
Real Estate Advisers, Inc. (wholly-owned real estate investment adviser
subsidiary of MassMutual Holding Company); Director (since 1992), MML
Derivative Products, Inc.; Chairman (1994-1995) and Director (1993-1995),
MML Real Estate Corporation.
Ronald J. Abdow Trustee of the Trust
1400 Elm Street
West Springfield, MA 01089
Age: 64
President, Abdow Corporation (operator of restaurants); General Partner,
Grove Investment Group (apartment building syndicator); Trustee, Abdow G&R
Trust and Abdow G&R Co. (owners and operators of restaurant properties);
Partner, Abdow Partnership, Abdow Auburn Associates, and Abdow Hazard
Associates (owners and operators of restaurant properties); Trustee (since
1993) MML Series Investment Fund (open-end investment company).
Mary E. Boland Trustee of the Trust
67 Market Street
Springfield, MA 01118
Age: 56
Partner, Egan, Flanagan and Cohen, P.C., Attorneys at Law, Springfield, MA;
Director (since 1995), Trustee (until 1995), SIS Bank (formerly,
Springfield Institution for Savings); Trustee, MML Series Investment Fund
(open-end investment company).
_______________
* Trustee who is an "interested person" of the Trust within the definition set
forth in Section 2(a)(19) of the 1940 Act.
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Richard G. Dooley* Trustee of the Trust
1295 State Street
Springfield, Massachusetts
Age: 66
Consultant (since 1993), Executive Vice President and Chief Investment
Officer (1978-1993), MassMutual; Director, The Advest Group, Inc.
(financial services holding company), Hartford Steam Boiler Inspection and
Insurance Co., New England Education Loan Marketing Corporation; Trustee
(since 1992), Kimco Realty Corp. (shopping center ownership and
management); Director (since 1993), Jefferies Group, Inc. (financial
services holding company); Director and Vice President, Oppenheimer
Acquisition Corporation (investment advisory holding company); Vice
Chairman (since 1995), Chairman (1988-1995), MML Series Investment Fund
(open-end investment company); Vice Chairman (since 1995), Chairman (1982-
1995), MassMutual Corporate Investors, and Vice Chairman (since 1995),
Chairman (1988-1995), MassMutual Participation Investors (closed-end
investment companies); Director (1992-1995), Chairman (1982-1992) Concert
Capital Management, Inc. (an indirect investment advisory subsidiary of
MassMutual); Director (1993-1995), Luxonen S.A. (Swedish investment fund);
Supervisory Director (1991-1995), MassMutual/Carlson CBO N.V.
(collateralized bond fund); Director (1984-1993), MML Real Estate
Corporation (real estate management subsidiary of MassMutual Holding
Company) and MML Realty Management Corporation (subsidiary of MassMutual
Holding Company to manage real estate projects).
F. William Marshall, Jr. Trustee of the Trust
1441 Main Street
Springfield, MA 01102-3034
Age: 54
President, Chief Executive Officer and Director (since 1993), SIS Bank
(formerly, Springfield Institution for Savings); Chairman and Chief
Executive Officer (1990-1993), Bank of Ireland First Holdings, Inc. and
First New Hampshire Banks; Trustee (since 1996), MML Series Investment Fund
(open-end investment company).
Charles J. McCarthy Trustee of the Trust
181 Eton Road
Longmeadow, MA 01106
Age: 72
Proprietor, Synectics Financial Company (venture capital activities,
business consulting and investments); Trustee, MML Series Investment Fund
(open-end investment company).
_______________
* Trustee who is an "interested person" of the Trust within the definition set
forth in Section 2(a)(19) of the 1940 Act.
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John M. Naughton* Trustee of the Trust
1295 State Street
Springfield, MA 01111
Age: 59
Executive Vice President, MassMutual; Director (since 1991) Oppenheimer
Acquisition Corporation (investment advisory holding company); Trustee
(since 1991), BayState Health Systems; Director (since 1993), Association
of Private Pension and Welfare Plans; Chairman and Director (since 1995)
and Trustee (1990-1995), SIS Bank (formerly, Springfield Institution for
Savings); Director (1992-1995), Concert Capital Management, Inc. (an
indirect investment advisory subsidiary of MassMutual); Director (1992-
1995), Colebrook Group (commercial real estate consultants).
John H. Southworth Trustee of the Trust
195 Eton Road
Longmeadow, MA 01106
Age: 68
Chairman (since 1993) and President (1984-1992), Southworth Company
(manufacturer of paper and calendars); Director (since 1995), Trustee
(until 1995), SIS Bank (formerly, Springfield Institution for Savings);
Trustee, MML Series Investment Fund (open-end investment company).
Stuart H. Reese President of the Trust
1295 State Street
Springfield, MA 01111
Age: 40
Senior Vice President (since 1993), MassMutual; President (since 1993), MML
Series Investment Fund; President (since 1995), Executive Vice President
(1993-1995), MassMutual Corporate Investors and MassMutual Participation
Investors; Director (since 1994), MassMutual Corporate Value Partners
Limited (investor in debt and equity securities) and MassMutual Corporate
Value Limited (parent of MassMutual Corporate Value Partners Limited);
Supervisory Director (since 1994), MassMutual/Carlson CBO (collateralized
bond fund); Director and Member of Investment Committee (since 1994), MML
Bay State Life Insurance Company (wholly-owned insurance subsidiary of
MassMutual); Director and Member of Investment and Auditing Committees,
MML Pension Insurance Company (wholly-owned insurance subsidiary of
MassMutual Holding Company Two MSC, Inc.); Director (since 1994), Pace
Industries (aluminum die caster); Vice President and Managing Director
(1990-1992), Capital Markets Group of Aetna Life & Casualty Company;
Chairman and President (1990-1993), Aetna Financial Services, Inc.
_______________
* Trustee who is an "interested person" of the Trust within the definition set
forth in Section 2(a)(19) of the 1940 Act.
B - 13
<PAGE>
Hamline C. Wilson Vice President and Chief Financial
1295 State Street Officer of the Trust
Springfield, MA 0111
Age: 58
Senior Managing Director (since 1996), Vice President and Managing Director
(1989-1996), MassMutual; Vice President and Chief Financial Officer, MML
Series Investment Fund, MassMutual Corporate Investors and MassMutual
Participation Investors; Investment Officer (since 1992), Vice President
(1983-1992), Concert Capital Management, Inc.
Stephen L. Kuhn Vice President and Secretary
1295 State Street of the Trust
Springfield, MA 01111
Age: 49
Vice President and Associate General Counsel (since 1992), Second Vice
President and Associate General Counsel (1988-1992), MassMutual; Vice
President and Secretary, MML Series Investment Fund, MassMutual
Participation Investors and MassMutual Corporate Investors; President,
MassMutual/Carlson CBO Incorporated; Chief Legal Officer and Assistant
Secretary (since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Assistant Clerk (since 1994), Chief Legal Officer
(since 1993), and Clerk (1990-1994), Concert Capital Management, Inc.
Raymond B. Woolson Treasurer of the Trust
1295 State Street
Springfield, MA 01111
Age: 37
Managing Director (since 1996), Second Vice President (1992-1996),
Director/Fund Account Administration (1989-1992), MassMutual; Treasurer,
MassMutual Corporate Investors and MassMutual Participation Investors;
Treasurer (since 1996), MML Series Investment Fund; Second Vice President
(since 1994), MassMutual Holding Company.
John J. McMahon Comptroller of the Trust
1295 State Street
Springfield, MA 01111
Age: 40
Director of Accounting Services, MassMutual; Comptroller (since 1994), MML
Series Investment Fund, MassMutual Corporate Investors and MassMutual
Participation Investors.
The Audit Committee makes recommendations to the Trustees as to the engagement
or discharge of the Trust's independent auditors, supervises investigations into
matters relating to audit functions, reviews with the Trust's independent
auditors the results of the audit engagement, and considers the audit fees. The
Nominating Committee consists of Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Trust or any adviser and considers making all
nominations for non-interested members of the Board of Trustees. The selection
and nomination of management nominees for such vacancies is committed to the
discretion of the Nominating Committee. The Investment Pricing Committee
determines the fair value of securities for which market quotations are not
readily available.
B - 14
<PAGE>
COMPENSATION
------------
The Trust, on behalf of each Fund, pays each of its Trustees who is not an
officer or employee of MassMutual a fee of $2,000 per quarter plus $2,000 per
meeting attended. Such Trustees who serve on the Audit Committee of the Trust
are paid an additional fee of $1,000 per year. Such Trustees who serve on the
Nominating Committee or the Investment Pricing Committee are paid an additional
fee of $500 per meeting attended. In addition, the Trust reimburses out-of-
pocket business travel expenses to such Trustees. Trustees who are officers or
employees of MassMutual receive no fees from the Trust.
COMPENSATION TABLE
------------------
The following table discloses the compensation to be paid to the Registrant's
non-interested trustees for the 1995 fiscal year. The Registrant has no pension,
retirement, or deferred compensation plans. All of the non-interested Trustees
also serve as Trustees of one other investment company. Total Compensation from
Registrant and Fund Complex reflects compensation paid in the 1995 fiscal year.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Name/Position Aggregate Total Compensation
Compensation from Registrant From Registrant and
Fund Complex
- --------------------------------------------------------------------------------
<S> <C> <C>
Ronald J. Abdow
Trustee $16,000 $32,000
- --------------------------------------------------------------------------------
Mary E. Boland
Trustee 16,000 32,000
- --------------------------------------------------------------------------------
Charles J. McCarthy
Trustee 17,000 34,000
- --------------------------------------------------------------------------------
John H. Southworth
Trustee 17,000 70,074
- --------------------------------------------------------------------------------
</TABLE>
The officers and Trustees of the Trust as a group own less than 1% of any series
of outstanding shares of the Trust.
The Trust's shareholders have the right, upon the declaration in writing or vote
of at least two-thirds of the votes represented by its outstanding shares, to
remove a Trustee. The Trustees shall call a meeting of shareholders to vote on
the removal of a Trustee upon the written request of the record holders of
shares representing at least 10% of all of the votes represented by all
outstanding shares of the Trust. In addition, whenever ten or more shareholders
of record who have been such for at least six months preceding the date of
application, and who hold in the aggregate either shares having a net asset
value of at least $25,000 or at least 1% of the Trust's outstanding shares,
whichever is less, shall apply to the Trustees in writing, stating that they
wish to communicate with other shareholders with a view to obtaining signatures
for a request for a meeting for the purpose of voting upon the question of
removal of any Trustee or Trustees and accompanied by the form of communication
and request which they wish to transmit, the Trustees shall within five business
days after receipt of such application either: (1) afford to such applicants
access to a list of the names and addresses of all shareholders as recorded on
the books of the Trust; or (2) inform such applicants as to the approximate
number of shareholders of record, and the approximate cost of mailing to them
the proposed communication and form of request. If the Trustees elect to follow
the latter course, the Trustees, upon the written request of such applicants,
accompanied by a tender of the material to be mailed and of the reasonable
expenses of mailing, shall, with reasonable promptness, mail such material to
all shareholders of record at their addresses as recorded on the books of the
Trust, unless within five business days after such tender the Trustees shall
mail to such applicants and file with the SEC, together with a copy of the
material to be mailed, a written statement signed by at least a majority of the
Trustees to the effect that in their opinion either such material
B - 15
<PAGE>
contains untrue statements of fact or omits to state facts necessary to make the
statements contained therein not misleading, or would be in violation of
applicable law, and specifying the basis of such opinion.
After opportunity for hearing regarding the objections specified in the written
statement so filed, the SEC may, and if demanded by the Trustees or by such
applicants shall, enter an order either sustaining one or more of such
objections, or refusing to sustain any of them. If the SEC shall enter an order
refusing to sustain any such objections or if, after the entry of an order
sustaining one or more of such objections, the SEC shall find, after notice and
opportunity for hearing, that all objections so sustained have been met, and
shall enter an order so declaring, the Trustees shall mail copies of such
material to all shareholders with reasonable promptness after the entry of such
order and the renewal of such tender.
On any matters submitted to a vote of shareholders, all shares of the Trust then
entitled to vote shall be voted in the aggregate as a single class without
regard to Fund or class, except that: (i) when required by the 1940 Act or when
the Trustees shall have determined that the matter affects one or more of the
Funds or classes materially differently, shares will be voted by individual Fund
or class; and (ii) when the Trustees have determined that any matter affects
only the interests of one or more Funds or classes, then only shareholders of
such Fund or class shall be entitled to vote thereon. Shareholder inquiries
should be directed to MassMutual Institutional Funds, 1295 State Street,
Springfield, MA 01111.
CONTROL PERSON AND PRINCIPAL HOLDERS OF SECURITIES
--------------------------------------------------
MassMutual is a control person in that it owns, through certain of its separate
investment accounts and its provision of seed money for the Trust, greater than
95% of the shares of each class of each Fund of the Trust as of April 1, 1996.
INVESTMENT MANAGER AND SUB-ADVISERS
-----------------------------------
INVESTMENT MANAGER
MassMutual serves as investment manager to each Fund pursuant to an Investment
Management Agreement with the Trust on behalf of each Fund dated September 30,
1994 (each an "Advisory Agreement"). Under each Advisory Agreement, MassMutual
is obligated to provide for the management of each Fund's portfolio of
securities and makes investment decisions with respect to the purchase and sale
of investments for the Prime Fund, the Short-Term Bond Fund, the Core Bond Fund
and the Prime and Core Bond Sectors of the Balanced Fund, subject to policies
established by the Trustees of the Trust and in accordance with each Fund's
investment objective, policies and restrictions as set forth herein and in the
Prospectus.
Each Advisory Agreement may be terminated at any time without the payment of any
penalty by the Trustees, or by vote of a majority of the outstanding shares of
the Fund, or by MassMutual, on sixty days' written notice. In addition, each
Advisory Agreement automatically terminates if it is assigned or if its
continuance is not specifically approved at least annually (1) by the
affirmative vote of a majority of the Trustees or by the affirmative vote of a
majority of the Fund's shares, and (2) by an affirmative vote of a majority of
the Trustees who are not "interested persons" (as defined in the 1940 Act) of
the Trust. Under the terms of each Advisory Agreement, a Fund recognizes
MassMutual's control of the name "MassMutual" and the Trust agrees that its
right to use such name is non-exclusive and can be terminated by MassMutual at
any time. MassMutual's liability regarding its investment management obligations
and duties is limited to situations involving its willful misfeasance, bad
faith, gross negligence or reckless disregard of such obligations and duties.
MassMutual also serves as investment adviser to: MassMutual Corporate Investors
and MassMutual Participation Investors, closed-end management investment
companies; MML Money Market Fund, MML Equity Fund, MML Managed Bond Fund, and
MML Blend Fund, which are series of MML Series Investment Fund, an open-end
management investment company; certain wholly owned subsidiaries of MassMutual;
MassMutual/Carlson CBO N.V., a corporation that issued Collateralized Bond
Obligations on or about May 1, 1991; MassMutual corporate
B - 16
<PAGE>
Value Partners, a partnership formed in 1994 to provide investment opportunities
on a leverage basis in the public or private high yield markets, and various
employee benefit plans. MassMutual serves as investment sub-adviser to
Oppenheimer Investment Grade Bond Fund, an open-end management investment
company.
The Trust, on behalf of each Fund, pays MassMutual an investment advisory fee
monthly, at an annual rate based upon the average daily net assets of that Fund
as follows: .45% for the Prime Fund, the Short-Term Bond Fund, the Core Bond
Fund, the Balanced Fund and the Value Equity Fund; .55% for the Small Cap Value
Equity Fund; and .85% for the International Equity Fund.
For the last two fiscal years, the Funds have paid the following amounts as
investment advisory fees to MassMutual pursuant to each Advisory Agreement:
<TABLE>
<CAPTION>
Gross Waiver Net
<S> <C> <C> <C>
Prime Fund
Period ended 12/31/94* $ 161,361 $ (15,967) $ 145,394
Year ended 12/31/95 1,027,586 (70,814) 956,772
Short-Term Bond Fund
Period ended 12/31/94* 123,543 (12,731) 110,812
Year ended 12/31/95 528,655 (39,446) 489,209
Core Bond Fund
Period ended 12/31/94* 231,644 (27,892) 203,752
Year ended 12/31/95 964,830 (91,069) 873,761
Balanced Fund
Period ended 12/31/94* 395,156 (46,523) 348,633
Year ended 12/31/95 1,801,770 (165,250) 1,636,520
Value Equity Fund
Period ended 12/31/94* 1,792,257 (244,445) 1,547,812
Year ended 12/31/95 8,289,231 (852,771) 7,436,460
Small Cap Value Equity Fund
Period ended 12/31/94* 433,941 (45,051) 388,890
Year ended 12/31/95 1,928,743 (155,450) 1,773,293
International Equity Fund
Period ended 12/31/94* 331,042 (33,401) 297,641
Year ended 12/31/95 1,580,088 (170,788) 1,409,300
</TABLE>
*The Funds commenced operations on October 3, 1994.
MassMutual has indefinitely agreed that any expenses that would cause Total
Operating Expenses of the Funds to exceed the amounts set forth in the "Expense
Information" section of the Prospectus will be reimbursed by MassMutual. Such
expense limitations are voluntary and may be removed at any time without prior
notice to existing shareholders.
In addition, MassMutual has entered into a separate administrative services
agreement ("Administrative Services Agreement") for each Fund pursuant to which
MassMutual is obligated to provide all necessary administrative and shareholder
services and to bear some Class expenses, such as federal and state registration
fees, printing and postage. MassMutual may, at its expense, employ others to
supply all or any part of the services to be provided to
B - 17
<PAGE>
the Funds pursuant to the administrative services agreements. The Trust, on
behalf of each Fund, pays MassMutual an administrative services fee monthly at
an annual rate based upon the average daily net assets of the applicable class
of shares of the Fund which range from .55% to .59% for Class 1 shares; .50% to
.54% for Class 2 shares; .31% to .44% for Class 3 shares; and .0782% to .0972%
for Class 4 shares.
For the last two fiscal years, the Funds have paid the following amounts as
administrative services fees to MassMutual pursuant to each Administrative
Services Agreement:
<TABLE>
<CAPTION>
Class 1 Class 2 Class 3 Class 4
<S> <C> <C> <C> <C>
Prime Fund
Period ended 12/31/94* $ 94 $ 85 $ 51 $ 29,077
Year ended 12/31/95 580 531 326 185,171
Short-Term Bond Fund
Period ended 12/31/94* 92 84 50 21,430
Year ended 12/31/95 595 543 332 91,617
Core Bond Fund
Period ended 12/31/94* 95 86 52 43,302
Year ended 12/31/95 762 575 357 180,231
Balanced Fund
Period ended 12/31/94* 94 86 51 74,775
Year ended 12/31/95 766 576 358 340,832
Value Equity Fund
Period ended 12/31/94* 95 87 53 360,399
Year ended 12/31/95 666 611 384 1,666,744
Small Cap Value Equity Fund
Period ended 12/31/94* 92 84 50 67,969
Year ended 12/31/95 756 564 351 301,987
International Equity Fund
Period ended 12/31/94* 93 85 67 37,811
Year ended 12/31/95 604 515 421 180,405
</TABLE>
*The Funds commenced operations on October 3, 1994.
INVESTMENT SUB-ADVISERS
Securities held by the Funds are also frequently held by MassMutual investment
accounts and by other investment companies and accounts for which MassMutual or
Concert Capital act as investment adviser or sub-adviser. If the same security
is purchased or sold for any Fund and such accounts or companies at or about the
same time, such purchases or sales normally will be combined, to the extent
practicable, and will be allocated as nearly as practicable on a pro rata basis
in proportion to the amounts to be purchased or sold for each. In determining
the amounts to be purchased and sold, the main factors to be considered will be
the investment objectives of the respective portfolios, the relative size of
portfolio holdings of the same or comparable security, availability of cash for
investment by the various portfolios and the size of their respective investment
commitments. It is believed that the ability of the Funds to participate in
larger volume transactions will, in most cases, produce better execution for the
Funds. In some cases, however, this procedure could have a detrimental effect
on the price and amount of a security available to a Fund or the price at which
a security may be sold. It is the opinion of the Trust's management that such
B - 18
<PAGE>
execution advantage and the desirability of retaining MassMutual and Concert
Capital as advisers of the Funds outweigh the disadvantages, if any, which might
result from this procedure.
MassMutual indirectly owns 100% of DLB Acquisition Corporation which owns a
controlling interest in Concert Capital. HarbourView is a wholly owned
subsidiary of OppenheimerFunds, Inc. which is a wholly owned subsidiary of
Oppenheimer Acquisition Corporation ("OAC"), a holding company owned in part by
senior management of OAC and ultimately controlled by MassMutual. MassMutual,
Concert Capital and HarbourView are each registered with the Securities and
Exchange Commission as investment advisers.
THE DISTRIBUTOR
---------------
The Trust's shares are continuously distributed by Oppenheimer Funds
Distributor, Inc. (the "Distributor") pursuant to a Distribution Agreement with
the Trust dated August 5, 1994. The Distributor pays commissions to its selling
dealers as well as the cost of printing and mailing Prospectuses to potential
investors and of any advertising incurred by it in connection with distribution
of shares of the Funds.
Pursuant to Rule 12b-1 under the Investment Company Act, the plans of
distribution ("Plans") described in the Prospectus were approved on August 5,
1994 by the shareholders of each of the Funds. The Trustees of the Trust,
including a majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the
Plans, by vote cast in person at a meeting called for the purpose of voting on
such Plan, approved the Plans of the Funds on August 5, 1994. Pursuant to the
Plans, the Distributor shall provide the Trustees, at least quarterly, a written
report of the amounts expended under each Plan and the purpose for which such
expenditures were made. Permissible purposes for payments of fees pursuant to
the Plans may include: brokerage commissions; sales bonuses; and expenses
related to marketing, printing and distribution of the Funds' prospectus,
answering shareholder inquiries and preparing shareholder reports.
Each Plan will remain in effect for more than one year, provided such
continuance is approved annually by a vote of the Trustees in the manner
described above. No Plan may be amended to increase materially the amount to be
spent for the services described therein without approval of the shareholders of
the class to which it applies, and all material amendments of each Plan must be
approved by the Trustees in the manner described above. Each Plan may be
terminated at any time, without payment of any penalty, by vote of a majority of
the Trustees who are not interested persons of the Trust and who have no direct
or indirect financial interest in the operations of the Plan, or by a vote of a
majority of the outstanding voting securities of the class to which it applies
(as defined in the 1940 Act). So long as any Plan is in effect, the selection
and nomination of Trustees who are not such interested persons have been
committed to those Trustees who are not interested persons. The Trustees have
determined that, in their judgment, there is a reasonable likelihood that each
Plan will benefit the respective class and its shareholders.
In addition, MassMutual may reimburse the Distributor for distribution and/or
service expenses from any source available to it, including management and
administration fees paid to it by the Funds. MassMutual directly, or through
the Distributor, may, subject to the approval of the Board of Trustees, make
payments to securities dealers and other third parties who engage in the sale of
shares or who render shareholder support services, including but not limited to
providing office space, equipment and telephone facilities, answering routine
inquiries regarding the Funds, processing shareholder transactions and providing
such other shareholder services as the Funds may reasonably request. To the
extent that any payments made by the Funds to MassMutual, including payment of
management and administration fees, should be deemed to be indirect financing of
any activity primarily intended to result in the sale of the shares issued by
the Funds within the context of Rule 12b-1 under the Act, then such payments
shall be deemed to be authorized by the Funds' Plan.
CUSTODIAN, DIVIDEND DISTRIBUTING AGENT AND TRANSFER AGENT
---------------------------------------------------------
Investors Bank & Trust Company is the custodian of the Funds' investments (the
"Custodian") and is the Funds' transfer agent and dividend disbursing agent (the
"Transfer Agent"). The Custodian and the Transfer Agent do not assist in, and
are not responsible for, the investment decisions and policies of the Funds.
B - 19
<PAGE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
------------------------------------
Purchases and sales of securities on a securities exchange are effected by
brokers, and each Fund which purchases or sells securities on a securities
exchange pays a brokerage commission for this service. In transactions on stock
exchanges in the United States, these commissions are negotiated, whereas on
many foreign stock exchanges these commissions are fixed. In the over-the-
counter markets, securities are generally traded on a "net" basis with dealers
acting as principal for their own accounts without a stated commission, although
the price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.
The primary consideration in placing portfolio security transactions with
broker-dealers for execution is to obtain and maintain the availability of
execution at the most favorable prices and in the most effective manner
possible. Each adviser attempts to achieve this result by selecting broker-
dealers to execute portfolio transactions on the basis of their professional
capability, the value and quality of their brokerage services and the level of
their brokerage commissions.
Under each Advisory Agreement and as permitted by Section 28(e) of the
Securities Exchange Act of 1934, an adviser may cause a Fund to pay a broker-
dealer which provides brokerage and research services to the adviser an amount
of commission for effecting a securities transaction for a Fund in excess of the
amount other broker-dealers would have charged for the transaction if the
adviser determines in good faith that the greater commission is reasonable in
relation to the value of the brokerage and research services provided by the
executing broker-dealer viewed in terms of either a particular transaction or
the adviser's overall responsibilities to the Trust and to its other clients.
The term "brokerage and research services" includes: advice as to the value of
securities, the advisability of investing in, purchasing, or selling securities,
and the availability of securities or of purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts;
and effecting securities transactions and performing functions incidental
thereto such as clearance and settlement.
Although commissions paid on every transaction will, in the judgment of the
adviser, be reasonable in relation to the value of the brokerage services
provided, commissions exceeding those which another broker might charge may be
paid to broker-dealers (except the Distributor) who were selected to execute
transactions on behalf of the Trust and the adviser's other clients in part for
providing advice as to the availability of securities or of purchasers or
sellers of securities and services in effecting securities transactions and
performing functions incidental thereto such as clearance and settlement.
Broker-dealers may be willing to furnish statistical, research and other factual
information or services ("Research") to an adviser for no consideration other
than brokerage or underwriting commissions. Securities may be bought or sold
through such broker-dealers, but at present, unless otherwise directed by the
Trust, a commission higher than one charged elsewhere will not be paid to such a
firm solely because it provided Research to the adviser. Research provided by
brokers is used for the benefit of all of the adviser's clients and not solely
or necessarily for the benefit of the Trust. The adviser attempts to evaluate
the quality of Research provided by brokers. Results of this effort are
sometimes used by the adviser as a consideration in the selection of brokers to
execute portfolio transactions.
The investment advisory fee that the Trust pays on behalf of each Fund to
MassMutual will not be reduced as a consequence of an adviser's receipt of
brokerage and research services. To the extent the Trust's portfolio
transactions are used to obtain such services, the brokerage commissions paid by
the Trust will exceed those that might otherwise be paid, by an amount which
cannot now be determined. Such services would be useful and of value to an
adviser in serving both the Trust and other clients and, conversely, such
services obtained by the placement of brokerage business of other clients would
be useful to an adviser in carrying out its obligations to the Trust.
B - 20
<PAGE>
Brokerage commissions paid by the Funds for the fiscal years ended December 31,
1995 and December 31, 1994, respectively, were as follows: Balanced Fund $87,156
and $20,315; Value Equity Fund $643,882 and $128,536; Small Cap Value Equity
Fund $291,912 and $50,261; and International Equity Fund $1,218,802 and $55,656.
The Prime Fund, Short-Term Bond Fund and the Core Bond Fund did not incur
brokerage commissions during these periods. While the portfolio turnover rates
for 1995 appear to be high with regard to those for 1994, the 1994 rates
reflected only three months of activity since the Funds began operations on
October 3, 1994. Further, the Short-Term Bond, Core Bond and International
Equity Funds all experienced significant growth during 1995. The Adviser
expects portfolio turnover to continue in the 100% range during 1996.
SHAREHOLDER INVESTMENT ACCOUNT
------------------------------
A Shareholder Investment Account is established for each Investor in the
Funds./1/ Each account contains a record of the shares of each Fund maintained
by the Transfer Agent. No share certificate will be issued. Whenever a
transaction takes place in the Shareholder Investment Account, the Investor will
be mailed a statement showing the transaction and the status of the account.
REDEMPTION OF SHARES
--------------------
With respect to each Fund, the Trustees may suspend the right of redemption,
postpone the date of payment or suspend the determination of net asset value (a)
for any period during which the New York Stock Exchange ("NYSE") is closed
(other than for customary weekend and holiday closing), (b) for any period
during which trading in the markets the Fund normally uses is restricted, (c)
when an emergency exists as determined by the SEC so that disposal of the Fund's
investments or a determination of its net asset value is not reasonably
practicable, or (d) for such other periods as the SEC by order may permit for
the protection of the Trust's shareholders. While the Trust's Declaration of
Trust would permit it to redeem shares in cash or other assets of the Fund or
both, it has filed an irrevocable election with the SEC to pay in cash all
requests for redemption received from any shareholder if the aggregate amount of
such requests in any 90-day period does not exceed the lesser of $250,000 or 1%
of a Fund's net assets.
VALUATION OF PORTFOLIO SECURITIES
---------------------------------
The net asset value per share of each Fund is determined by the Transfer Agent
as of the close of the NYSE, currently 4:00 p.m., Eastern Time, on each day the
NYSE is open for trading and the Custodian is open for business.
Equity securities are valued on the basis of valuations furnished by a pricing
service, authorized by the Board of Trustees, which provides the last reported
sale price for securities listed on a national securities exchange or on the
NASDAQ national market system, or in the case of over-the-counter securities not
so listed, the last reported bid price. Debt securities (other than short-term
obligations with a remaining maturity of sixty days or less) are valued on the
basis of valuations furnished by a pricing service, authorized by the Board of
Trustees, which determines valuations taking into account appropriate factors
such as institutional-size trading in similar groups of securities, yield,
quality, coupon rate, maturity, type of issue, trading characteristics and other
market data. Money market obligations with a remaining maturity of sixty days
or less are valued at amortized cost unless such value does not represent fair
value. All other securities and other assets, including debt securities the
prices for which supplied by a pricing agent are deemed by MassMutual not to be
representative of market values, but excluding money market instruments with a
remaining maturity of sixty days or less and including restricted securities and
securities for which no market quotation is available, are valued at fair value
in accordance with procedures approved by and determined in good faith by the
Trustees, although the actual calculation may be done by others.
Portfolio securities traded on more than one U.S. national securities exchange
or foreign securities exchange are valued at the last price on the business day
as of which such value is being determined at the close of the exchange
representing the principal market for such securities. All assets and
liabilities expressed in foreign currencies will be converted into U.S. dollars
at the mean between the buying and selling rates of such currencies against U.S.
- ----------------------
/1/ "Investor" includes a plan sponsor, plan fiduciary, trust, institutional
investor, and/or insurance company separate investment account that purchases
shares of the Trust. An Investor that is a separate investment account of
MassMutual is referred to as a "SIA Investor." Investors that are purchasing
shares of a Fund on behalf of a Plan are sometimes referred to as "Plan
Investors." The term Investor does not include a Plan Participant.
B - 21
<PAGE>
dollars last quoted by any major bank. If such quotations are not available,
the rate of exchange will be determined in accordance with policies established
by the Trustees.
The proceeds received by each Fund for each issue or sale of its shares, and all
net investment income, realized and unrealized gain will be specifically
allocated to such Fund and constitute the underlying assets of that Fund. The
underlying assets of each Fund will be segregated on the books of account, and
will be charged with the liabilities in respect of such Fund and with a share of
the general liabilities of the Trust. Expenses with respect to any two or more
Funds are to be allocated in proportion to the net asset values of the
respective Funds except where allocations of direct expenses can otherwise be
fairly made. Each class of shares of a Fund will be charged with liabilities
directly attributable to such class, and other Fund expenses are to be allocated
in proportion to the net asset values of the respective classes.
DESCRIPTION OF SHARES
---------------------
Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. However, the Trust's
Declaration of Trust disclaims liability of the shareholders, Trustees, or
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of the Trust, and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Trust or the Trustees. The Trust's Declaration of Trust
provides for indemnification out of the Trust property for all loss and expense
of any shareholder held personally liable for the obligations of the Trust.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is considered remote since it is limited to circumstances
in which the disclaimer is inoperative and the Trust itself would be unable to
meet its obligations.
INVESTMENT PERFORMANCE
----------------------
The yield of the Prime Fund, the Short-Term Bond Fund and the Core Bond Fund, as
well as total return figures for all of the Funds, may be provided in reports,
sales literature and advertisements. Any performance information with respect
to Class 4 shares will be provided net of SIA and Fund expenses.
Yield for each class of shares of such Funds will be based upon a stated 30-day
period and will be computed by dividing the net investment income per share
earned during the period by the maximum offering price per share on the last day
of the period, according to the following formula:
YIELD = 2 [(a - b + 1)/6/ - 1 ]
-----
cd
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements, if
any).
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends.
d = the maximum offering price (which is the net asset value) per
share on the last day of the period.
Each of the Funds may also advertise its total return for each class of shares.
Total return quotations will be based upon a stated period and will be computed
by determining the average annual compounded rate of return over the stated
period that would equate an initial amount invested to the ending redeemable
value of the investment (assuming reinvestment of all distributions), according
to the following formula:
B - 22
<PAGE>
P(1 + T)/n/ = ERV
Where: P = a hypothetical initial payment of $1000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value at the end of the stated period of a
hypothetical $1000 payment made at the beginning of the stated
period.
The Funds may show total return calculated without giving effect to the expense
reduction in management fee by MassMutual under "Expense Information" in the
Prospectus ("Standardized Total Return Without Reduction in Management Fee").
Each investment performance figure will be carried to the nearest hundredth of
one percent.
A Fund's yield or total return is not fixed or guaranteed and the Fund's
principal is not insured. Investment performance quotations should not be
considered to be representations of the performance for any period in the
future. The yield is a function of available interest rates on securities in
which the Fund invests, which can be expected to fluctuate, as well as of the
quality, maturity and types of portfolio instruments held by the Fund and of the
Fund's operating expenses. The yield may be affected if, through net sales of
its shares, there is a net investment of new money in the Fund which the Fund
invests at returns different from those being earned on current portfolio
instruments. Yield may also vary if the Fund experiences net redemptions, which
may require the disposition of some of the Fund's current portfolio instruments.
Total return is a function of the value of the Fund's portfolio securities over
time, which may be expected to fluctuate, as well as of income earned by the
Fund on such securities and of the Fund's operating expenses.
Set forth below is the average annual total return information for Class 3
shares of the Prime Fund, Short-Term Bond Fund, Core Bond Fund, Balanced Fund,
Value Equity Fund, Small Cap Value Equity Fund and International Equity Fund for
the one-year and since inception* periods ended December 31, 1995. Also set
forth below is the yield for Class 3 shares of the Prime Fund, Short-Term Bond
Fund and Core Bond Fund for the 30-day period ended December 31, 1995.
Average Annual Total Return
for Periods Ended December 31, 1995
Class 3 Shares
<TABLE>
<CAPTION>
Fund 1-Year Period Since Inception*
(Audited) (Unaudited)
<S> <C> <C>
Prime Fund 5.53% 5.42%
Short-Term Bond Fund 11.46% 9.20%
Core Bond Fund 18.87% 14.96%
Balanced Fund 20.96% 16.77%
Value Equity Fund 31.30% 24.23%
Small Cap Value Equity Fund 19.62% 12.97%
International Equity Fund 4.78% (2.31)%
</TABLE>
*Class 3 shares of all Funds listed above began operations on October 3, 1994.
Total return for Class 1, 2, and 4 shares may differ due to different expense
structures.
B - 23
<PAGE>
Yield for the 30-Day Period Ended December 31, 1995
Class 3 Shares* (Unaudited)
<TABLE>
<CAPTION>
Fund Yield
<S> <C>
Prime Fund 6.01%
Short-Term Bond Fund 5.67%
Core Bond Fund 6.02%
</TABLE>
*Yield for Class 1, 2 and 4 shares may differ due to different expense
structures.
TAXATION
--------
Each Fund intends to qualify each year and elect to be taxed as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). In order to qualify as a "regulated investment company,"
a Fund must, among other things: (a) derive at least 90% of its gross income
from dividends, interest, payments with respect to securities loans, gains from
the sale or other disposition of stock, securities, or foreign currencies, and
other income (including gains from forward contracts) derived with respect to
its business of investing in such stock, securities, or currencies; (b) derive
less than 30% of its gross income from the sale or other disposition of certain
assets (including stock and securities) held less than three months; (c)
diversify its holdings so that, at the close of each quarter of its taxable
year, (i) at least 50% of the value of its total assets consists of cash, cash
items, U.S. Government securities, and other securities limited generally with
respect to any one issuer to not more than 5% of the total assets of the Fund
and not more than 10% of the outstanding voting securities of such issuer, and
(ii) not more than 25% of the value of its assets is invested in the securities
of any issuer (other than U.S. Government securities). If a Fund fails to
qualify as a regulated investment company, it will be treated as an ordinary
corporation for federal income tax purposes.
As a regulated investment company electing to have its tax liability determined
under Subchapter M, in general a Fund will not be subject to federal income tax
on its ordinary income or capital gains that are distributed. As a
Massachusetts business trust, a Fund under present law will not be subject to
any excise or income taxes imposed by Massachusetts.
An excise tax at the rate of 4% will be imposed on the excess, if any, of each
Fund's "required distribution" over its actual distributions in any calendar
year. Generally, the "required distribution" is 98% of the Fund's ordinary
income for the calendar year plus 98% of its capital gain net income recognized
during the one-year period ending on October 31 (or December 31, if the Fund so
elects) plus undistributed amounts from prior years. Each Fund intends to make
distributions sufficient to avoid imposition of the excise tax. Distributions
declared by a Fund during October, November or December to shareholders of
record on a date in any such month and paid by the Fund during the following
January will be treated for federal tax purposes as paid by the Fund and
received by shareholders on December 31 of the year in which declared.
Except in the case of certain shareholders eligible for preferential tax
treatment, e.g., qualified retirement or pension trusts, shareholders of each
Fund will be subject to federal income taxes on distributions made by the Fund
whether received in cash or additional shares of the Fund. Distributions by
each Fund of net income and short-term capital gains, if any, will be taxable to
shareholders as ordinary income. Designated distributions of long-term capital
gains, if any, will be taxable to shareholders as long-term capital gains,
without regard to how long a shareholder has held shares of the Fund. A loss on
the sale of shares held for six months or less will be treated as a long-term
capital loss to the extent of any long-term capital gain dividend paid to the
shareholder with respect to such shares.
Dividends and distributions on Fund shares received shortly after their
purchase, although in effect a return of capital, are subject to federal income
taxes. Investment income and gains received by a Fund from sources outside the
United States might be subject to foreign taxes which are withheld at the
source. The effective rate of these foreign taxes cannot be determined in
advance because it depends on the specific countries in which its assets will be
invested, the amount of the assets invested in each such country and the
possible applicability of treaty relief.
B - 24
<PAGE>
The International Equity Fund may be eligible to make an election under Section
853 of the Code so that any of its shareholders subject to federal income taxes
will be able to claim a credit or deduction on their income tax returns for, and
will be required to treat as part of the amounts distributed to them, their pro
rata portion of qualified taxes paid by the Fund to foreign countries. The
ability of shareholders of the Fund to claim a foreign tax credit is subject to
certain limitations imposed by Section 904 of the Code, which in general limits
the amount of foreign tax that may be used to reduce a shareholder's U.S. tax
liability to that amount of U.S. tax which would be imposed on the amount and
type of income in respect of which the foreign tax was paid. A shareholder who
for U.S. income tax purposes claims a foreign tax credit in respect of Fund
distributions may not claim a deduction for foreign taxes paid by the Fund,
regardless of whether the shareholder itemizes deductions. Also, under Section
63 of the Code, no deduction for foreign taxes may be claimed by shareholders
who do not itemize deductions on their federal income tax returns. It should
also be noted that a tax-exempt shareholder, like other shareholders, will be
required to treat as part of the amounts distributed to it a pro rata portion of
the income taxes paid by the Fund to foreign countries. However, that income
will generally be exempt from U.S. taxation by virtue of such shareholder's tax-
exempt status and such a shareholder will not be entitled to either a tax credit
or a deduction with respect to such income. The International Equity Fund will
notify shareholders each year of the amount of dividends and distributions and
the shareholder's pro rata share of qualified taxes paid by the Fund to foreign
countries. Each Fund may limit its investments in certain "passive foreign
investment companies" in order to avoid certain taxes that arise as a result of
such investments.
Redemptions and exchanges of each Fund's shares are taxable events and,
accordingly, shareholders subject to federal income taxes may realize gains and
losses on these transactions. If shares have been held for more than one year,
gain or loss realized will be long-term capital gain or loss, provided the
shareholder holds the shares as a capital asset. Furthermore, no loss will be
allowed on the sale of Fund shares to the extent the shareholder acquired other
shares of the same Fund within 30 days prior to the sale of the loss shares or
30 days after such sale. The state and local tax effects of distributions
received from a Fund, and any special tax considerations associated with foreign
investments of the Fund, should be examined by investors with regard to their
own tax situation.
A Fund's ability to use forward contracts and other hedging techniques, and to
engage in certain other transactions, may be limited by tax considerations. In
order to ensure that it derives less than 30% of its gross income from
securities and certain other investment assets held less than three months, a
Fund will be restricted in selling securities held or considered to have been
held less than three months, and in engaging in hedging or other activities
which may cause the Fund's holding period in certain of its assets to be less
than three months. These rules could also affect the amount, timing and
character of distributions.
A Fund's transactions in foreign currency-denominated debt instruments and its
hedging activities will likely produce a difference between its book income and
its taxable income. This difference may cause a portion of the Fund's
distributions of book income to constitute returns of capital for tax purposes
or require the Fund to make distributions exceeding book income in order to
permit the Fund to continue to qualify, and be taxed under Subchapter M of the
Code, as a regulated investment company.
Under federal income tax law, a portion of the difference between the purchase
price of zero-coupon securities in which a Fund has invested and their face
value ("original issue discount") is considered to be income to the Fund each
year even though the Fund will not receive cash interest payments from these
securities. This original issue discount (imputed income) will make up a part
of the net investment income of the Fund which must be distributed to
shareholders in order to maintain the qualification of the Fund as a regulated
investment company and to avoid federal income tax at the level of the Fund.
Moreover, under regulations to be issued, a Fund may be limited in its ability
to borrow money, including through the use of reverse repurchase agreements.
The foregoing is a general and abbreviated summary of the applicable provisions
of the Code and regulations currently in effect. For the complete provisions,
reference should be made to the pertinent Code sections and regulations. The
Code and regulations are subject to change by legislative or administrative
action. This discussion of the federal income tax treatment of the Fund and its
shareholders does not describe in any respect the tax treatment of any
particular arrangement, e.g., tax-exempt trusts or insurance products, pursuant
to which or by which investments in the Fund may be made.
B - 25
<PAGE>
EXPERTS
-------
The financial statements of each Fund included in this Statement of Additional
Information have been incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
The name MassMutual Institutional Funds is the designation of the Trustees under
a Declaration of Trust dated May 28, 1993, as amended from time to time. The
obligations of such Trust are not personally binding upon, nor shall resort be
had to the property of any of the Trustees, shareholders, officers, employees or
agents of such Trust, but the Trust's property only shall be bound.
B - 26
<PAGE>
APPENDIX - DESCRIPTION OF SECURITIES RATINGS
- --------------------------------------------
Although the ratings of fixed-income securities by Standard & Poor's Corporation
("S&P") and Moody's Investors Service, Inc. ("Moody's") are a generally accepted
measurement of credit risk, they are subject to certain limitations. For
example, ratings are based primarily upon historical events and do not
necessarily reflect the future. Furthermore, there is a period of time between
the issuance of a rating and the update of the rating, during which time a
published rating may be inaccurate.
The descriptions of the S&P and Moody's commercial paper, bond and municipal
securities ratings are set forth below.
Commercial Paper Ratings:
S&P commercial paper ratings are graded into four categories, ranging from A for
the highest quality obligations to D for the lowest. The A, A-1 and A-2
categories are described as follows:
A Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined with
the designations 1, 2, and 3 to indicate the relative degree of safety.
A-1 This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be noted with a plus (+) sign
designation.
A-2 Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues designated
A-1.
Moody's employs three designations, all judged to be investment grade, to
indicate the relative repayment ability of rated issuers. The two highest
designations are as follows:
Issuers (or supporting institutions) rated Prime-1 (or P-1) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 (or P-1)
repayment ability will normally be evidenced by many of the following
characteristics:
. Leading market positions in well-established industries.
. High rates of return on funds employed.
. Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
. Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
. Well-established access to a range of financial markets and assured sources
of alternate liquidity.
Issuers (or supporting institutions) rated Prime-2 (or P-2) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
Bond Ratings:
S&P describes its four highest ratings for corporate debt as follows:
AAA Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA Debt rated AA has a very strong capacity to pay interest and repay
principal and differ from the higher rated issues only in a small degree.
B - 27
<PAGE>
A Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
The ratings from AA to CCC may be modified by the addition of a plus or minus
sign to show relative standing within the major rating categories.
Moody's describes its four highest corporate bond ratings as follows:
Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged". Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes and
may be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
Baa Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
B - 28
<PAGE>
[Coopers & Lybrand Letterhead]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Shareholders of the
MassMutual Institutional Funds:
We have audited the accompanying statements of assets and liabilities of the
MassMutual Institutional Funds, comprising, respectively, the Prime, Short-Term
Bond, Core Bond, Balanced, Value Equity, Small Cap Value Equity and
International Equity Funds, (the "Funds"), including the portfolios of
investments, as of December 31, 1995, and the related statements of operations
for the year then ended and changes in net assets and financial highlights for
the year ended December 31, 1995 and for the period from October 3, 1994
(commencement of operations) through December 31, 1994. 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 generally accepted auditing
standards. 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. 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 respective Funds constituting the MassMutual Institutional Funds as of
December 31, 1995, the results of their operations for the year then ended and
the changes in their net assets and their financial highlights for the year
ended December 31, 1995 and for the period from October 3, 1994 (commencement of
operations) through December 31, 1994, in conformity with generally accepted
accounting principles.
/s/Coopers & Lybrand L.L.P.
Springfield, Massachusetts
February 9, 1996
Coopers & Lybrand L.L.P., a registered limited liability partnership, is a
member firm of Coopers & Lybrand (International).
B - 29
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Prime Fund - Portfolio of Investments
- --------------------------------------------------------------------------------
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Principal
Amount Market Value
------ ------------
<S> <C> <C>
SHORT-TERM INVESTMENTS - 100.0%
Commercial Paper
Aristar, Inc.
5.800% 1/25/1996 $4,100,000 $4,084,147
Burlington Northern
Railroad Inc.
5.850% 1/19/1996 8,240,000 8,215,898
Calcot Ltd.
5.950% 1/04/1996 4,045,000 4,042,994
Carter Holt Harvey
Limited
6.000% 1/18/1996 650,000 648,158
Carter Holt Harvey
Limited
6.050% 1/29/1996 5,075,000 5,051,119
Caterpillar Financial
Services Corp.
5.650% 2/15/1996 4,545,000 4,512,901
CBI Industries, Inc.
5.900% 1/18/1996 5,200,000 5,185,512
Comdisco, Inc.
5.980% 2/14/1996 5,735,000 5,693,084
Comdisco, Inc.
6.000% 1/23/1996 2,600,000 2,590,467
ConAgra, Inc.
5.920% 2/01/1996 4,580,000 4,556,652
ConAgra, Inc.
5.950% 1/22/1996 5,500,000 5,480,910
Cox Enterprises, Inc.
5.910% 1/30/1996 5,585,000 5,558,411
Cox Enterprises, Inc.
5.970% 1/26/1996 4,525,000 4,506,240
CSX Corporation
5.800% 1/05/1996 3,935,000 3,932,464
Dana Credit
Corporation
5.870% 3/15/1996 6,350,000 6,274,989
Dana Credit
Corporation
5.880% 3/11/1996 3,690,000 3,648,770
The Dial Corp.
5.600% 3/28/1996 1,790,000 1,765,112
The Dial Corp.
5.800% 3/08/1996 5,000,000 4,946,507
<CAPTION>
Principal
Amount Market Value
------ ------------
<S> <C> <C>
Dominion Resources,
Inc.
5.800% 2/23/1996 $9,000,000 $8,923,150
Federal Signal Corp.
5.770% 3/18/1996 4,735,000 4,676,771
Federal Signal Corp.
5.780% 3/18/1996 4,380,000 4,326,139
Ford Motor Credit
Company
5.350% 7/22/1996 5,000,000 4,837,771
GTE Corporation
5.600% 3/05/1996 4,360,000 4,315,395
GTE Corporation
5.860% 2/09/1996 5,295,000 5,261,386
Hercules Incorporated
5.350% 6/19/1996 3,710,000 3,609,181
Illinois Power
Company
5.930% 2/07/1996 3,120,000 3,100,984
Illinois Power
Company
6.000% 1/31/1996 4,000,000 3,980,000
Kerr-McGee Credit
Corporation
5.950% 2/16/1996 6,530,000 6,480,354
Loral Corporation
5.750% 2/29/1996 2,495,000 2,471,488
Loral Corporation
5.970% 1/11/1996 2,675,000 2,670,564
Loral Corporation
6.020% 1/10/1996 3,000,000 2,995,486
MAPCO Inc.
6.000% 1/16/1996 5,115,000 5,102,213
MAPCO Inc.
6.000% 1/17/1996 4,930,000 4,916,854
Monsanto Company
5.650% 2/13/1996 7,800,000 7,747,361
NYNEX Corp.
5.780% 1/19/1996 5,600,000 5,583,816
ORIX Credit Alliance,
Inc.
5.640% 3/19/1996 3,665,000 3,619,318
<CAPTION>
Principal
Amount Market Value
------ ------------
<S> <C> <C>
ORIX Credit Alliance,
Inc.
6.020% 1/31/1996 $5,875,000 $5,845,527
PS Colorado Credit
Corporation
5.930% 2/02/1996 7,000,000 6,963,102
Pennsylvania Power &
Light Company
6.050% 1/09/1996 2,110,000 2,107,163
Pennsylvania Power &
Light Company
6.050% 1/10/1996 1,770,000 1,767,323
The Quaker Oats
Company
5.870% 2/07/1996 3,970,000 3,946,049
The Quaker Oats
Company
5.870% 2/12/1996 6,225,000 6,182,367
Rite Aid Corporation
5.950% 1/08/1996 3,730,000 3,725,685
SUPERVALU, Inc.
6.000% 1/24/1996 7,355,000 7,326,806
SUPERVALU, Inc.
6.020% 2/06/1996 2,770,000 2,753,325
Textron Financial
Corporation
6.000% 1/17/1996 3,340,000 3,331,093
Textron Inc.
5.950% 2/08/1996 6,355,000 6,315,087
Tyson Foods, Inc.
5.870% 1/12/1996 4,990,000 4,981,050
Tyson Foods, Inc.
5.930% 1/12/1996 3,080,000 3,074,419
Tyson Foods, Inc.
5.940% 1/11/1996 2,085,000 2,081,560
Union Camp
Corporation
5.350% 7/01/1996 900,000 873,818
Union Oil Company of
California
5.900% 2/08/1996 5,225,000 5,192,460
</TABLE>
(Continued)
The accompanying notes are an integral part of the financial statements.
1
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Prime Fund - Portfolio of Investments (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Market Value
------ ------------
<S> <C> <C>
Union Oil Company of
California
5.950% 2/01/1996 $1,375,000 $ 1,367,955
Union Oil Company of
California
6.000% 1/05/1996 2,080,000 2,078,613
Union Pacific
Corporation
5.750% 2/28/1996 2,030,000 2,011,194
Union Pacific
Corporation
5.950% 2/06/1996 7,800,000 7,753,590
VF Corporation
5.850% 2/05/1996 5,755,000 5,722,269
VF Corporation
5.850% 2/09/1996 3,570,000 3,547,375
------------
TOTAL SHORT-TERM
INVESTMENTS 254,260,396
------------
(Cost $254,279,931)+
TOTAL INVESTMENTS -- 100.0% 254,260,396
Other Assets/
(Liabilities) - (0.0%) (6,289)
------------
NET ASSETS -- 100.0% $254,254,107
============
</TABLE>
Notes to Portfolio of Investments
+Aggregate cost for Federal tax purposes (Note 7)
The remainder of this page intentionally left blank.
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Prime Fund - Financial Statements
- --------------------------------------------------------------------------------
Statement of
Assets and
Liabilities
<TABLE>
<CAPTION>
December 31, 1995
-----------------
<S> <C>
Assets:
Short-term investments, at value (cost $254,279,931) (Note 2)... $ 254,260,396
Cash............................................................ 3,036
Receivables from:
Fund shares sold............................................ 1,041,257
Investment manager (Note 3)................................. 6,286
--------------
Total assets............................................ 255,310,975
--------------
Liabilities:
Payables for:
Fund shares redeemed........................................ 933,616
Directors' fees and expenses (Note 3)....................... 2,286
Affiliates (Note 3):
Investment management fees.............................. 96,415
Administration fees..................................... 17,500
Service and distribution fees........................... 214
Accrued expenses and other liabilities.......................... 6,837
--------------
Total liabilities....................................... 1,056,868
--------------
Net assets...................................................... $ 254,254,107
==============
Net assets consist of:
Paid-in capital................................................. $ 254,142,772
Undistributed net investment income............................. 132,953
Accumulated net realized loss on investments.................... (2,083)
Net unrealized depreciation on investments...................... (19,535)
--------------
$ 254,254,107
==============
Net assets:
Class 1......................................................... $ 105,448
==============
Class 2......................................................... $ 106,126
==============
Class 3......................................................... $ 106,382
==============
Class 4......................................................... $ 253,936,151
==============
Shares outstanding:
Class 1......................................................... 698.107
==============
Class 2......................................................... 701.708
==============
Class 3......................................................... 703.035
==============
Class 4......................................................... 1,681,065.147
==============
Net asset value, offering price and
redemption price per share:
Class 1......................................................... $ 151.05
==============
Class 2......................................................... $ 151.24
==============
Class 3......................................................... $ 151.32
==============
Class 4......................................................... $ 151.06
==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Prime Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statement of
Operations
<TABLE>
<CAPTION>
Year ended
December 31, 1995
-----------------
<S> <C>
Investment income:
Interest.................................................. $ 13,997,433
--------------
Expenses (Note 1):
Investment management fees (Note 3)....................... 1,027,586
Custody fees.............................................. 17,987
Audit and legal fees...................................... 7,081
Directors' fees (Note 3).................................. 11,020
Fees waived by the investment manager (Note 3)............ (70,814)
--------------
992,860
Administration fees (Note 3):
Class 1................................................... 580
Class 2................................................... 531
Class 3................................................... 326
Class 4................................................... 185,171
Distribution and service fees (Note 3):
Class 1................................................... 670
Class 2................................................... 155
--------------
Net expenses.......................................... 1,180,293
--------------
Net investment income................................. 12,817,140
--------------
Realized and unrealized gain (loss):
Net realized loss on investment transactions.............. (1,781)
Net change in unrealized appreciation (depreciation)
on investments........................................ (15,459)
--------------
Net realized and unrealized loss.................. (17,240)
--------------
Net increase in net assets resulting from operations...... $ 12,799,900
==============
</TABLE>
Statements of
Changes in Net
<TABLE>
<CAPTION>
Year ended Period ended
Assets December 31, 1995 December 31, 1994*
----------------- ------------------
<S> <C> <C>
Increase (Decrease) in Net Assets:
Operations:
Net investment income........................................... $ 12,817,140 $ 1,796,493
Net realized loss on investment transactions.................... (1,781) (302)
Net change in unrealized appreciation (depreciation)
on investments.............................................. (15,459) (4,076)
------------ ------------
Net increase in net assets resulting from operations.... 12,799,900 1,792,115
------------ ------------
Distributions to shareholders (Note 2):
From net investment income:
Class 1......................................................... (4,178) (702)
Class 2......................................................... (4,746) (778)
Class 3......................................................... (5,095) (801)
Class 4......................................................... (12,693,331) (1,771,049)
------------ ------------
Total distributions from net investment income.......... (12,707,350) (1,773,330)
------------ ------------
Net fund share transactions (Note 5):
Class 1......................................................... 4,178 93,702
Class 2......................................................... 4,746 93,778
Class 3......................................................... 5,095 99,801
Class 4......................................................... 83,297,102 41,117,035
------------ ------------
Increase in net assets from net fund share transactions..... 83,311,121 41,404,316
------------ ------------
Total increase in net assets.................................... 83,403,671 41,423,101
Net assets:
Beginning of period (Note 1).................................... 170,850,436 129,427,335
------------ ------------
End of period (including undistributed net investment income
of $132,953 and $23,163, respectively)...................... $254,254,107 $170,850,436
============ ============
</TABLE>
* For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Prime Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
----------- -----------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94@** 12/31/95 12/31/94@**
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period (Note 8) $ 150.39 $ 150.00 $ 150.56 $ 150.00
----------- ----------- ----------- ------------
Income (loss) from investment operations:
Net investment income 6.90*** 1.02 7.78*** 1.16
Net realized and unrealized gain (loss) on investments (0.01) 0.42 (0.02) 0.57
----------- ----------- ----------- ------------
Total income (loss) from investment operations 6.89 1.44 7.76 1.73
----------- ----------- ----------- ------------
Less distributions to shareholders:
From net investment income (6.23) (1.05) (7.08) (1.17)
----------- ----------- ----------- ------------
Net asset value, end of period $ 151.05 $ 150.39 $ 151.24 $ 150.56
=========== =========== =========== ============
Total Return 4.58% 0.96% 5.16% 1.15%
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 105 $ 101 $ 106 $ 101
Net expenses to average daily net assets 1.65%# 1.65%#* 1.10%# 1.10%#*
Net investment income to average daily net assets 4.48% 4.07%* 5.03% 4.62%*
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.68% 1.69%* 1.13% 1.14%*
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
----------- -----------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94@** 12/31/95 12/31/94@**
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 150.61 $ 150.00 $ 150.36 $ 150.00
----------- ----------- ---------- ------------
Income (loss) from investment operations:
Net investment income 8.33*** 1.21 8.70*** 1.55
Net realized and unrealized gain (loss) on investments (0.01) 0.61 (0.02) 0.34
----------- ----------- ---------- ------------
Total income (loss) from investment operations 8.32 1.82 8.68 1.89
----------- ----------- ---------- ------------
Less distributions to shareholders:
From net investment income (7.61) (1.21) (7.98) (1.53)
----------- ----------- ---------- ------------
Net asset value, end of period $ 151.32 $ 150.61 $ 151.06 $ 150.36
=========== =========== ========== ============
Total Return 5.53% 1.21% 5.78%+ 1.26%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 106 $ 101 $ 253,936 $ 170,548
Net expenses to average daily net assets 0.75%# 0.75%#* 0.5160%# 0.5160%#*
Net investment income to average daily net assets 5.38% 4.99%* 5.61% 5.01%*
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 0.78% 0.79%* 0.5468% 0.5605%*
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
@All per share amounts for the period have been restated to reflect a 1-for-15
reverse stock split effective December 16, 1994.
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
***Per share amount calculated on the average shares method, which more
appropriately presents the per share data for the period since the use of the
undistributed income method does not accord with the results of operations.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Short-Term Bond Fund - Portfolio of Investments
- --------------------------------------------------------------------------------
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
BONDS & NOTES -- 34.0%
ASSET BACKED SECURITIES -- 6.9 %
Ford Credit 1994-B
Grantor Trust
7.300% 10/15/1999 $ 639,407 $ 651,594
Ford Credit Auto
Loan Master Trust,
Series 1992-1
6.875% 1/15/1999 1,500,000 1,520,625
Ford Motor Credit
Company
9.350% 6/10/1997 1,000,000 1,051,100
GMAC 1992-E
Grantor Trust
4.750% 8/15/1997 186,566 185,749
Honda Auto
Receivables 1992-A
Grantor Trust
4.900% 6/15/1998 195,325 194,653
Midlantic Auto
Grantor Trust 1992-1
4.300% 9/15/1997 109,228 109,193
Nissan Auto
Receivables 1994-A
Grantor Trust
6.450% 9/15/1999 1,289,224 1,300,092
Railcar Trust
No. 1992-1
7.750% 6/01/2004 1,286,535 1,387,039
World Omni 1994-A
Automobile Lease
Securitization Trust
6.450% 9/25/2000 2,131,553 2,145,110
------------
TOTAL ASSET BACKED
SECURITIES 8,545,155
------------
(Cost $8,394,449)
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
CORPORATE DEBT -- 8.3%
American Brands, Inc.
8.570% 2/15/1996 $ 1,000,000 $ 1,002,850
Analog Devices, Inc.
6.625% 3/01/2000 1,000,000 1,012,980
Bell Atlantic Financial
Services, Inc.
6.610% 2/07/2000 2,000,000 2,064,640
General Motors
Acceptance
Corporation
8.000% 10/01/1996 1,500,000 1,523,040
NYNEX Capital
Funding Company
7.450% 5/01/1997 1,000,000 1,024,650
Polaroid Corporation
7.250% 1/15/1997 1,500,000 1,519,935
W.R. Grace & Co.
7.250% 7/15/1997 2,000,000 2,047,660
------------
TOTAL CORPORATE DEBT 10,195,755
------------
(Cost $9,869,083)
U.S. GOVERNMENT
AGENCY OBLIGATIONS -- 18.8%
Federal Home Loan Mortgage Corporation
(FHLMC) -- 0.7%
Pass-Through Securities
FHLMC
4.500% 10/01/1996 5,160 5,092
FHLMC
4.750% 9/01/1996-
9/01/2006 819,978 797,184
------------
802,276
------------
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
Federal National Mortgage Association
(FNMA) -- 4.1%
Collateralized Mortgage Obligations -- 2.3%
FNMA Series 1992
158 Class B
6.100% 8/25/2007 $ 454,296 $ 452,874
FNMA Series 1992-86
Class C
7.000% 6/25/2003 343,322 344,823
FNMA Series 1993-
175 Class PL
5.000% 10/25/2002 2,000,000 1,980,000
------------
2,777,697
------------
Pass-Through Securities -- 1.8%
FNMA
8.000% 5/01/2013 1,145,752 1,195,878
FNMA
9.000% 10/01/2009 1,064,367 1,131,901
------------
2,327,779
------------
5,105,476
------------
Government National Mortgage Association
(GNMA) -- 1.8%
Pass-Through Securities
GNMA
8.000% 5/15/2001 -
11/15/2007 2,137,987 2,265,303
------------
U.S. Government Guaranteed Notes -- 12.2%
1991-A Jacksonville,
FL
8.400% 8/01/1997 1,150,000 1,201,026
1991-A St. Louis, MO
8.400% 8/01/1997 3,350,000 3,498,640
1994-A Baxter
Springs, KS
6.310% 8/01/2001 500,000 511,220
1994-A Detroit, MI
6.310% 8/01/2001 450,000 460,098
1994-A Jacksonville,
FL
6.310% 8/01/2001 1,485,000 1,518,323
</TABLE>
(Continued)
The accompanying notes are in integral part of the financial statements.
6
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Short-Term Bond Fund - Portfolio of Investments (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
1994-A Los Angeles
County, CA
6.310% 8/01/2001 $ 225,000 $ 230,049
1994-A Tacoma, WA
6.310% 8/01/2001 195,000 199,376
1994-A Trenton, NJ
6.310% 8/01/2001 145,000 148,254
U.S. Dept. of Housing
and Urban
Development, Series
1995-A
7.710% 8/01/1996 4,000,000 4,049,120
U.S. Dept. of Housing
and Urban
Development, Series
1995-A
8.080% 8/01/1998 3,000,000 3,180,000
------------
14,996,106
------------
TOTAL U.S. GOVERNMENT
AGENCY OBLIGATIONS 23,169,161
------------
(Cost $22,242,126)
TOTAL BONDS & NOTES 41,910,071
------------
(Cost $40,505,658)
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
SHORT-TERM INVESTMENTS -- 65.5%
Commercial Paper
Aristar, Inc.
5.730% 2/06/1996 $ 4,735,000 $ 4,707,868
Bausch & Lomb, Inc.
5.900% 2/16/1996 2,155,000 2,138,754
Comdisco, Inc.
6.000% 2/20/1996 4,000,000 3,966,667
ConAgra, Inc.
5.820% 1/16/1996 133,000 132,677
ConAgra, Inc.
5.920% 2/02/1996 4,590,000 4,565,846
Consolidated Natural
Gas Company
5.670% 2/14/1996 6,010,000 5,968,351
Cox Enterprises, Inc.
5.930% 1/23/1996 4,400,000 4,384,055
Dana Credit
Corporation
5.950% 2/12/1996 4,395,000 4,364,491
The Dial Corp.
5.600% 3/28/1996 4,220,000 4,161,324
The Dial Corp.
5.650% 3/11/1996 1,375,000 1,359,619
Ford Motor Credit
Company
5.957% 1/04/1996 840,000 840,556
General Motors
Acceptance
Corporation
5.822% 1/18/1996 175,000 175,170
Kerr-McGee Credit
Corporation
5.900% 2/16/1996 3,455,000 3,428,953
Loral Corporation
6.020% 1/04/1996 3,775,000 3,773,106
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
MAPCO Inc.
6.000% 1/10/1996 $ 4,000,000 $ 3,994,000
NYNEX Corp.
5.550% 3/19/1996 3,280,000 3,239,100
ORIX Credit Alliance,
Inc.
6.020% 2/01/1996 3,545,000 3,526,623
Pennsylvania Power &
Light Company
6.050% 1/16/1996 4,655,000 4,643,266
SUPERVALU, Inc.
6.020% 2/09/1996 4,265,000 4,237,185
Texas Utilities
Electric Co.
5.950% 1/02/1996 1,975,000 1,974,673
Textron Inc.
5.970% 2/29/1996 3,530,000 3,496,778
Tyson Foods, Inc.
5.990% 1/18/1996 3,500,000 3,490,100
Union Pacific
Corporation
5.950% 1/26/1996 4,340,000 4,322,068
VF Corporation
5.980% 1/30/1996 3,790,000 3,771,744
------------
TOTAL SHORT-TERM
INVESTMENTS 80,662,974
------------
(Cost $80,664,956)
TOTAL INVESTMENTS -- 99.5% 122,573,045
(Cost $121,170,614)+
Other Assets/
(Liabilities) - 0.5% 665,829
------------
NET ASSETS -- 100.0% $123,238,874
------------
</TABLE>
Notes to Portfolio of Investments
+Aggregate cost for Federal tax purposes (Note 7)
The accompanying notes are in integral part of the financial statements.
7
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Short-Term Bond Fund - Financial Statements
- --------------------------------------------------------------------------------
Statement of
Assets and
Liabilities
<TABLE>
<CAPTION>
December 31, 1995
-----------------
<S> <C>
Assets:
Investments, at value (cost $40,505,658) (Note 2)................ $ 41,910,071
Short-term investments, at value (cost $80,664,956) (Note 2)..... 80,662,974
---------------
Total Investments............................................. 122,573,045
Cash............................................................. 137
Receivables from:
Fund shares sold.............................................. 20,778
Interest...................................................... 801,791
Investment manager (Note 3)................................... 155
---------------
Total assets............................................... 123,395,906
---------------
Liabilities:
Payables for:
Fund shares redeemed.......................................... 94,719
Directors' fees and expenses (Note 3)......................... 2,286
Affiliates (Note 3):
Investment management fees................................. 46,511
Administration fees........................................ 8,189
Service and distribution fees.............................. 224
Accrued expenses and other liabilities........................... 5,103
---------------
Total liabilities.......................................... 157,032
---------------
Net assets....................................................... $ 123,238,874
===============
Net assets consist of:
Paid-in capital.................................................. $ 121,696,116
Undistributed net investment income.............................. 68,862
Accumulated net realized gain on investments..................... 71,465
Net unrealized appreciation on investments....................... 1,402,431
---------------
$ 123,238,874
===============
Net assets:
Class 1.......................................................... $ 110,989
===============
Class 2.......................................................... $ 111,702
===============
Class 3.......................................................... $ 112,027
===============
Class 4.......................................................... $ 122,904,156
===============
Shares outstanding:
Class 1.......................................................... 10,896
===============
Class 2.......................................................... 10,960
===============
Class 3.......................................................... 10,974
===============
Class 4.......................................................... 12,113,356
===============
Net asset value, offering price and
redemption price per share:
Class 1.......................................................... $ 10.19
===============
Class 2.......................................................... $ 10.19
===============
Class 3.......................................................... $ 10.21
===============
Class 4.......................................................... $ 10.15
===============
</TABLE>
The accompanying notes are in integral part of the financial statements.
8
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Short-Term Bond Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statement of Operations
<TABLE>
<CAPTION>
Year ended
December 31, 1995
-----------------
<S> <C>
Investment income:
Interest........................................................... $ 8,035,983
---------------
Expenses (Note 1):
Investment management fees (Note 3)................................ 528,655
Custody fees....................................................... 14,065
Audit and legal fees............................................... 3,578
Directors' fees (Note 3)........................................... 11,048
Fees waived by the investment manager (Note 3)..................... (39,446)
---------------
517,900
Administration fees (Note 3):
Class 1......................................................... 595
Class 2......................................................... 543
Class 3......................................................... 332
Class 4......................................................... 91,617
Distribution and service fees (Note 3):
Class 1......................................................... 694
Class 2......................................................... 161
---------------
Net expenses................................................. 611,842
---------------
Net investment income........................................ 7,424,141
---------------
Realized and unrealized gain (loss):
Net realized gain on investment transactions....................... 2,489,218
Net change in unrealized appreciation (depreciation) on investments 2,855,699
---------------
Net realized and unrealized gain............................. 5,344,917
---------------
Net increase in net assets resulting from operations............... $ 12,769,058
===============
</TABLE>
The accompanying notes are in integral part of the financial statements.
9
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Short-Term Bond Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statement of
Changes in Net
Assets
<TABLE>
<CAPTION>
Year ended Period ended
December 31, 1995 December 31, 1994*
----------------- -----------------
<S> <C> <C>
Increase (Decrease) in Net Assets:
Operations:
Net investment income........................................... $ 7,424,141 $ 1,748,894
Net realized gain (loss) on investment transactions............. 2,489,218 (137,968)
Net change in unrealized appreciation (depreciation)
on investments............................................... 2,855,699 (1,453,268)
----------------- -----------------
Net increase in net assets resulting from operations............ 12,769,058 157,658
----------------- -----------------
Distributions to shareholders (Note 2):
From net investment income:
Class 1......................................................... (5,481) (939)
Class 2......................................................... (6,066) (1,015)
Class 3......................................................... (6,421) (1,030)
Class 4......................................................... (7,354,246) (1,745,218)
----------------- -----------------
Total distributions from net investment income............... (7,372,214) (1,748,202)
----------------- -----------------
From net realized gains:
Class 1......................................................... (2,049) --
Class 2......................................................... (2,050) --
Class 3......................................................... (2,046) --
Class 4......................................................... (2,256,969) --
----------------- -----------------
Total distributions from net realized gains.................. (2,263,114) --
----------------- -----------------
In excess of net realized gains:
Class 1......................................................... -- (1)
Class 2......................................................... -- (1)
Class 3......................................................... -- (1)
Class 4......................................................... -- (425)
----------------- -----------------
Total distributions in excess of net realized gains.......... -- (428)
----------------- -----------------
Net fund share transactions (Note 5):
Class 1......................................................... 7,530 93,940
Class 2......................................................... 8,116 94,016
Class 3......................................................... 8,467 100,030
Class 4......................................................... 12,933,618 (85,213)
----------------- -----------------
Increase in net assets from net fund share transactions...... 12,957,731 202,773
----------------- -----------------
Total increase (decrease) in net assets......................... 16,091,461 (1,388,199)
----------------- -----------------
Net assets:
Beginning of period (Note 1).................................... 107,147,413 108,535,612
----------------- -----------------
End of period (including undistributed net investment income
of $68,862 and $692, respectively)........................... $ 123,238,874 $ 107,147,413
================= =================
</TABLE>
* For the period from October 3, 1994 (commencement of operations) through
December 31, 1994
The accompanying notes are in integral part of the financial statements.
10
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Short-Term Bond Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period............................. $ 9.89 $ 10.00 $ 9.89 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income......................................... 0.55 0.09 0.61 0.10
Net realized and unrealized gain (loss) on investments........ 0.49 (0.11) 0.49 (0.11)
---------- ------------ ---------- ------------
Total income (loss) from investment operations................ 1.04 (0.02) 1.10 (0.01)
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income.................................... (0.54) (0.09) (0.60) (0.10)
From net realized gains....................................... (0.20) -- (0.20) --
In excess of net realized gains***............................ -- -- -- --
---------- ------------ ---------- ------------
Total distributions........................................ (0.74) (0.09) (0.80) (0.10)
---------- ------------ ---------- ------------
Net asset value, end of period................................... $ 10.19 $ 9.89 $ 10.19 $ 9.89
========== ============ ========== ============
Total Return..................................................... 10.54% (0.17)% 11.11% (0.09)%
Ratios / Supplemental Data:
Net assets, end of period (000's)............................. $ 111 $ 100 $ 112 $ 101
Net expenses to average daily net assets...................... 1.65%# 1.65%#* 1.10%# 1.10%#*
Net investment income to average daily net assets............. 5.20% 5.45%* 5.75% 5.99%*
Portfolio turnover rate....................................... 114% 15% 114% 15%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been:................. 1.68% 1.70%* 1.13% 1.15%*
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period............................. $ 9.91 $ 10.00 $ 9.85 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income......................................... 0.64 0.10 0.66 0.16
Net realized and unrealized gain (loss) on investments........ 0.49 (0.09) 0.50 (0.15)
---------- ------------ ---------- ------------
Total income (loss) from investment operations............. 1.13 0.01 1.16 0.01
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income.................................... (0.63) (0.10) (0.66) (0.16)
From net realized gains....................................... (0.20) -- (0.20) --
In excess of net realized gains***............................ -- -- -- --
---------- ------------ ---------- ------------
Total distributions........................................ (0.83) (0.10) (0.86) (0.16)
---------- ------------ ---------- ------------
Net asset value, end of period................................... $ 10.21 $ 9.91 $ 10.15 $ 9.85
========== ============ ========== ============
Total Return..................................................... 11.46% 0.13% 11.77%+ 0.13%+
Ratios / Supplemental Data:
Net assets, end of period (000's)............................. $ 112 $ 100 $122,904 $ 106,846
Net expenses to average daily net assets...................... 0.75%# 0.75%#* 0.5190%# 0.5190%#*
Net investment income to average daily net assets............. 6.10% 6.36%* 6.32% 6.37%*
Portfolio turnover rate....................................... 114% 15% 114% 15%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been:................. 0.78% 0.80%* 0.5524% 0.5654%*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
***The distribution in excess of net realized gains amounted to $0.00004 per
share for the period ended December 31, 1994.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
The accompanying notes are in integral part of the financial statements.
11
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Core Bond Fund - Portfolio of Investments
- --------------------------------------------------------------------------------
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
BONDS & NOTES - 83.2%
ASSET BACKED SECURITIES - 7.4%
Daimler-Benz Vehicle
Trust 1994-A
5.950% 12/15/2000 $ 660,968 $ 662,059
Daimler-Benz Auto
Grantor Trust 1995-A
5.850% 5/15/2002 4,325,429 4,341,650
Ford Credit 1994-B
Grantor Trust
7.300% 10/15/1999 959,110 977,390
Ford Credit Auto
Loan Master Trust,
Series 1992-1
6.875% 1/15/1999 2,000,000 2,027,500
GMAC 1992-E
Grantor Trust
4.750% 8/15/1997 321,666 320,257
Honda Auto
Receivables 1992-A
Grantor Trust
4.900% 6/15/1998 195,325 194,653
Nissan Auto
Receivables 1994-A
Grantor Trust
6.450% 9/15/1999 2,578,447 2,600,184
Railcar Trust No.
1992-1
7.750% 6/01/2004 1,500,958 1,618,212
World Omni 1994-A
Automobile Lease
Securitization Trust
6.450% 9/25/2000 2,984,175 3,003,154
World Omni 1995-A
Automobile Lease
Securitization Trust
6.050% 11/25/2001 3,000,000 3,026,250
------------
TOTAL ASSET BACKED
SECURITIES 18,771,309
------------
(Cost $18,530,394)
CORPORATE DEBT -- 30.6%
American Airlines, Inc. @
9.780% 11/26/2011 2,000,000 2,364,400
AMR Corporation @
9.000% 8/01/2012 2,000,000 2,255,540
Analog Devices, Inc. @
6.625% 3/01/2000 1,500,000 1,519,470
Ashland Oil, Inc.
8.950% 1/17/1996 1,000,000 1,001,110
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
Associates Corporation
of North America @
7.875% 9/30/2001 $ 1,500,000 $1,636,695
Bell Atlantic Financial
Services, Inc.
6.610% 2/04/2000 1,750,000 1,806,525
Capital Cities/ABC,
Inc.
8.875% 12/15/2000 875,000 988,488
Chrysler Corporation
10.400% 8/01/1999 1,500,000 1,597,830
Columbia Gas System
Inc.
6.610% 11/28/2002 3,000,000 3,054,330
Commercial Credit
Company @
7.750% 3/01/2005 3,000,000 3,333,180
Corning Glass Works,
Inc. @
8.875% 3/15/2016 1,000,000 1,207,380
English China Clays
Delaware Inc. @
7.375% 10/01/2002 1,000,000 1,059,300
Equifax Inc.
6.500% 6/15/2003 1,000,000 1,019,160
ERAC USA Finance
Company 144A
7.875% 3/15/1998 2,000,000 2,102,500
Foster Wheeler
Corporation
6.750% 11/15/2005 2,000,000 2,061,620
General Electric
Capital Corporation
8.750% 5/21/2007 1,500,000 1,809,585
General Telephone
Company of Florida
7.500% 8/01/2002 1,000,000 1,014,140
The Goldman Sachs
Group, L.P. 144A
6.200% 2/15/2001 2,500,000 2,505,450
Harrahs Operating Inc.
8.750% 3/15/2000 1,100,000 1,113,750
Hercules Incorporated @
6.625% 6/01/2003 2,000,000 2,055,180
IMCERA Group Inc. @
6.000% 10/15/2003 1,000,000 962,390
ITT Destinations, Inc.
7.375% 11/15/2015 3,500,000 3,538,360
Leucadia National
Corporation
7.750% 8/15/2013 2,500,000 2,587,975
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
McDonnell Douglas
Corporation @
9.250% 4/01/2002 $ 1,500,000 $1,746,600
Newmont Mining
Corporation @
8.625% 4/01/2002 2,000,000 2,209,980
News America
Holdings, Incorporated
9.250% 2/01/2013 2,000,000 2,355,680
North Finance
(Bermuda) Limited
144A
7.000% 9/15/2005 2,000,000 2,040,000
Penske Truck Leasing
Co., L.P.
7.750% 5/15/1999 1,500,000 1,566,540
Ralston Purina Co.
7.750% 10/01/2015 2,000,000 2,148,160
Rolls-Royce Capital
Inc.
7.125% 7/29/2003 2,000,000 2,086,520
Service Corporation
International
7.000% 6/01/2015 4,000,000 4,456,920
Tele-Communications,
Inc.
5.280% 8/20/1996 1,575,000 1,568,716
Tenaga Nasional
Berhad 144A
7.875% 6/15/2004 1,750,000 1,922,988
Thomas & Betts
Corporation @
8.250% 1/15/2004 2,500,000 2,741,725
Time Warner, Inc.
7.750% 6/15/2005 3,000,000 3,123,090
United Air Lines, Inc.
10.110% 2/19/2006 953,721 1,081,996
Valassis
Communications, Inc.
9.550% 12/01/2003 2,000,000 2,039,240
Westinghouse Electric
Corporation
8.375% 6/15/2002 2,000,000 2,062,800
W.R. Grace & Co.
7.250% 7/15/1997 2,000,000 2,047,660
------------
TOTAL CORPORATE DEBT 77,792,973
------------
(Cost $72,411,759)
</TABLE>
(Continued)
The accompanying notes are an integral part of the financial statements.
12
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Core Bond Fund - Portfolio of Investments (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
U.S. GOVERNMENT
AGENCY OBLIGATIONS -- 17.5%
Federal Home Loan Mortgage Corporation (FHLMC) -- 3.3%
Collateralized Mortgage Obligations -- 3.1%
FHLMC Series 1080
Class D
7.000% 7/15/2020 $ 3,000,000 $ 3,048,750
FHLMC Series 1322
Class G
7.500% 2/15/2007 2,000,000 2,088,740
FHLMC Series 1460
Class H
7.000% 5/15/2007 2,000,000 2,072,500
FHLMC Series 1490
Class PJ
6.000% 5/15/2007 600,000 599,250
------------
7,809,240
------------
Pass-Through Securities -- 0.2%
FHLMC
9.000% 3/01/2017 464,918 493,920
------------
8,303,160
------------
Federal National Mortgage
Association (FNMA) -- 2.9%
Collateralized Mortgage Obligations -- 2.6%
FNMA Series 1992-86
Class C
7.000% 6/25/2003 686,644 689,645
FNMA Series 1993-175
Class PL
5.000% 10/25/2002 2,000,000 1,980,000
FNMA Series 1993-191
Class PD
5.400% 3/25/2004 1,500,000 1,486,395
FNMA Series 1993-221
Class D
6.000% 12/25/2008 2,500,000 2,474,200
------------
6,630,240
------------
Pass-Through Securities -- 0.3%
FNMA
8.000% 5/01/2013 763,835 797,252
------------
7,427,492
------------
Government National Mortgage Association (GNMA) -- 9.7%
Collateralized Mortgage Obligations -- 0.8%
JHM Acceptance
Corporation Series E
Class 5
8.960% 4/01/2019 1,790,105 1,913,175
------------
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
Pass-Through Securities -- 8.9%
GNMA
6.000% 7/20/2025 -
12/20/2025 $ 11,791,752 $11,923,129
GNMA
8.000% 10/15/2006 -
3/15/2008 9,335,069 9,890,972
GNMA
9.000% 12/15/2004 -
10/15/2009 736,178 796,912
------------
22,611,013
------------
24,524,188
------------
U.S. Government Guaranteed Notes -- 1.6%
1994-A Baxter
Springs, KS
5.930% 8/01/1999 700,000 706,125
1994-A Erie, PA
5.930% 8/01/1999 1,590,000 1,603,913
1994-A Los Angeles
County, CA
5.930% 8/01/1999 190,000 191,663
1994-A Montgomery
County, PA
5.930% 8/01/1999 150,000 151,313
1994-A Pohatcong
Township, NJ
5.930% 8/01/1999 255,000 257,231
1994-A Rochester, NY
5.930% 8/01/1999 135,000 136,181
1994-A Sacramento,
CA
5.930% 8/01/1999 60,000 60,525
1994-A Santa Ana,
CA
5.930% 8/01/1999 920,000 928,050
------------
4,035,001
------------
TOTAL U.S. GOVERNMENT
AGENCY OBLIGATIONS 44,289,841
------------
(Cost $42,268,976)
U.S. TREASURY OBLIGATIONS -- 27.7%
U.S. Treasury Bonds -- 18.1%
U.S. Treasury Bond
7.250% 5/15/2016 2,000,000 2,283,740
U.S. Treasury Bond
8.875% 8/15/2017 32,575,000 43,629,978
------------
45,913,718
------------
U.S. Treasury Note -- 9.0%
U.S. Treasury Note
7.250% 5/15/2004 20,700,000 22,977,000
------------
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
U.S. Treasury Strip -- 0.6%
U.S. Treasury Strip -- Principal Only
0.000% 2/15/2015 $ 4,750,000 $ 1,469,888
------------
TOTAL U.S. TREASURY
OBLIGATIONS 70,360,606
------------
(Cost $67,233,226)
TOTAL BONDS & NOTES 211,214,729
------------
(Cost $200,444,355)
SHORT-TERM INVESTMENTS -- 15.5%
Commercial Paper
Comdisco, Inc.
5.850% 1/16/1996 2,880,000 2,872,980
CSX Corporation
5.750% 1/03/1996 9,135,000 9,132,082
Illinois Power
Company
5.900% 2/02/1996 8,700,000 8,654,373
MAPCO, Inc.
6.020% 1/19/1996 3,220,000 3,210,308
ORIX Credit Alliance,
Inc.
6.000% 1/04/1996 1,150,000 1,149,425
Texas Utilities
Electric Co.
6.300% 1/02/1996 3,320,000 3,319,419
Textron Financial
Corporation
6.100% 1/22/1996 2,915,000 2,904,628
Union Oil Company of
California
6.000% 2/01/1996 8,265,000 8,222,297
------------
TOTAL SHORT-TERM
INVESTMENTS 39,465,512
------------
(At Amortized Cost)
TOTAL INVESTMENTS -- 98.7% 250,680,241
(Cost $239,909,867)+
Other Assets/
(Liabilities) - 1.3% 3,270,585
------------
NET ASSETS -- 100.0% $253,950,826
------------
</TABLE>
Notes to Portfolio of Investments
+Aggregate cost for Federal tax purposes (Note 7) 144A: Securities exempt from
registration under rule 144A of the Securities Act of 1933. The Securities may
be resold in transactions exempt from registration, normally to qualified
institutional buyers.
@All or a portion of this security is segregated to cover forward purchase
commitments (Note 2).
The accompanying notes are an integral part of the financial statements.
13
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Core Bond Fund - Financial Statements
- --------------------------------------------------------------------------------
Statement of
Assets and
Liabilities
<TABLE>
<CAPTION>
December 31, 1995
-----------------
<S> <C>
Assets:
Investments, at value (cost $200,444,355) (Note 2)........... $211,214,729
Short-term investments, at amortized cost (Note 2)........... 39,465,512
-----------------
Total Investments......................................... 250,680,241
Cash......................................................... 10,602
Receivables from:
Settlement of investments purchased on a
forward commitment basis (Note 2)...................... 394,831
Fund shares sold.......................................... 198,753
Interest.................................................. 3,013,947
Investment manager (Note 3)............................... 7,034
-----------------
Total assets........................................... 254,305,408
-----------------
Liabilities:
Payables for:
Fund shares redeemed...................................... 230,776
Directors' fees and expenses (Note 3)..................... 2,286
Affiliates (Note 3):
Investment management fees............................. 93,825
Administration fees.................................... 17,692
Service and distribution fees.......................... 320
Accrued expenses and other liabilities....................... 9,683
-----------------
Total liabilities...................................... 354,582
-----------------
Net assets................................................... $253,950,826
=================
Net assets consist of:
Paid-in capital.............................................. $240,725,806
Undistributed net investment income.......................... 114,829
Accumulated net realized gain on investments................. 1,944,986
Net unrealized appreciation on investments
and forward commitments................................... 11,165,205
-----------------
$253,950,826
=================
Net assets:
Class 1...................................................... $ 170,927
=================
Class 2...................................................... $ 119,720
=================
Class 3...................................................... $ 120,100
=================
Class 4...................................................... $253,540,079
=================
Shares outstanding:
Class 1...................................................... 15,844
=================
Class 2...................................................... 11,069
=================
Class 3...................................................... 11,095
=================
Class 4...................................................... 23,578,010
=================
Net asset value, offering price and
redemption price per share:
Class 1...................................................... $ 10.79
=================
Class 2...................................................... $ 10.82
=================
Class 3...................................................... $ 10.82
=================
Class 4...................................................... $ 10.75
=================
</TABLE>
The accompanying notes are an integral part of the financial statements.
14
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Core Bond Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statement of
Operations
<TABLE>
<CAPTION>
Year ended
December 31, 1995
-----------------
<S> <C>
Investment income:
Interest....................................................... $15,156,170
-----------------
Expenses (Note 1):
Investment management fees (Note 3)............................ 964,830
Custody fees................................................... 28,360
Audit and legal fees........................................... 6,861
Directors' fees (Note 3)....................................... 10,423
Fees waived by the investment manager (Note 3)................. (91,069)
-----------------
919,405
Administration fees (Note 3):
Class 1..................................................... 762
Class 2..................................................... 575
Class 3..................................................... 357
Class 4..................................................... 180,231
Distribution and service fees (Note 3):
Class 1..................................................... 870
Class 2..................................................... 166
-----------------
Net expenses............................................. 1,102,366
-----------------
Net investment income.................................... 14,053,804
-----------------
Realized and unrealized gain (loss):
Net realized gain on investments and forward commitments....... 9,143,745
Net change in unrealized appreciation (depreciation) on
investments and forward commitments......................... 14,064,619
-----------------
Net realized and unrealized gain......................... 23,208,364
-----------------
Net increase in net assets resulting from operations........... $37,262,168
=================
</TABLE>
The accompanying notes are an integral part of the financial statements.
15
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Core Bond Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statements of
Changes in Net
Assets
<TABLE>
<CAPTION>
Year ended Period ended
December 31, 1995 December 31, 1994*
----------------- ------------------
<S> <C> <C>
Increase (Decrease) in Net Assets:
Operations:
Net investment income........................................... $ 14,053,804 $ 3,530,055
Net realized gain (loss) on investment transactions
and forward commitments...................................... 9,143,745 (173,558)
Net change in unrealized appreciation (depreciation) on
investments and forward commitments.......................... 14,064,619 (2,899,414)
----------------- ------------------
Net increase in net assets resulting from operations......... 37,262,168 457,083
----------------- ------------------
Distributions to shareholders (Note 2):
From net investment income:
Class 1......................................................... (7,975) (1,011)
Class 2......................................................... (5,956) (1,087)
Class 3......................................................... (6,329) (1,099)
Class 4......................................................... (13,924,661) (3,505,824)
----------------- ------------------
Total distributions from net investment income............... (13,944,921) (3,509,021)
----------------- ------------------
From net realized gains:
Class 1......................................................... (4,784) --
Class 2......................................................... (3,332) --
Class 3......................................................... (3,329) --
Class 4......................................................... (7,028,844) --
----------------- ------------------
Total distributions from net realized gains.................. (7,040,289) --
----------------- ------------------
Net fund share transactions (Note 5):
Class 1......................................................... 61,915 94,011
Class 2......................................................... 9,288 94,087
Class 3......................................................... 9,658 100,099
Class 4......................................................... 43,139,641 (9,954,871)
----------------- ------------------
Increase (decrease) in net assets from net
fund share transactions...................................... 43,220,502 (9,666,674)
----------------- ------------------
Total increase (decrease) in net assets......................... 59,497,460 (12,718,612)
Net assets:
Beginning of period (Note 1).................................... 194,453,366 207,171,978
----------------- ------------------
End of period (including undistributed net investment income
of $114,829 and $13,385, respectively)....................... $253,950,826 $194,453,366
================= ==================
</TABLE>
* For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
The accompanying notes are an integral part of the financial statements.
16
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Core Bond Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period............................ $ 9.90 $ 10.00 $ 9.90 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income........................................ 0.50 0.10 0.64 0.11
Net realized and unrealized gain (loss) on investments....... 1.26 (0.10) 1.19 (0.10)
---------- ------------ ---------- ------------
Total income (loss) from investment operations............ 1.76 -- 1.83 0.01
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income................................... (0.54) (0.10) (0.58) (0.11)
From net realized gains...................................... (0.33) -- (0.33) --
---------- ------------ ---------- ------------
Total distributions....................................... (0.87) (0.10) (0.91) (0.11)
---------- ------------ ---------- ------------
Net asset value, end of period.................................. $ 10.79 $ 9.90 $ 10.82 $ 9.90
========== ============ ========== ============
Total Return.................................................... 17.81% 0.00% 18.51% 0.08%
Ratios / Supplemental Data:
Net assets, end of period (000's)............................ $ 171 $ 101 $ 120 $ 101
Net expenses to average daily net assets..................... 1.65%# 1.65%#* 1.10%# 1.10%#*
Net investment income to average daily net assets............ 5.39% 5.91%* 5.97% 6.46%*
Portfolio turnover rate...................................... 104% 7% 104% 7%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been:................ 1.69% 1.71%* 1.14% 1.16%*
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period............................ $ 9.90 $ 10.00 $ 9.84 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income........................................ 0.68 0.11 0.72*** 0.18
Net realized and unrealized gain (loss) on investments....... 1.19 (0.10) 1.17 (0.16)
---------- ------------ ---------- ------------
Total income (loss) from investment operations............ 1.87 0.01 1.89 0.02
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income................................... (0.62) (0.11) (0.65) (0.18)
From net realized gains...................................... (0.33) -- (0.33) --
---------- ------------ ---------- ------------
Total distributions....................................... (0.95) (0.11) (0.98) (0.18)
---------- ------------ ---------- ------------
Net asset value, end of period.................................. $ 10.82 $ 9.90 $ 10.75 $ 9.84
========== ============ ========== ============
Total Return.................................................... 18.87% 0.09% 19.15%+ 0.20%+
Ratios / Supplemental Data:
Net assets, end of period (000's)............................ $ 120 $ 101 $ 253,540 $ 194,150
Net expenses to average daily net assets..................... 0.75%# 0.75%#* 0.5130%# 0.5130%#*
Net investment income to average daily net assets............ 6.32% 6.83%* 6.56% 6.86%*
Portfolio turnover rate...................................... 104% 7% 104% 7%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been:................ 0.79% 0.81%* 0.5553% 0.5672%*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
***Per share amount has been calculated using the average shares method, which
more appropriately presents the per share data for the period since the use
of the undistributed income method does not accord with the results of
operations.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
The accompanying notes are an integral part of the financial statements.
17
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Balanced Fund - Portfolio of Investments
- --------------------------------------------------------------------------------
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Number of
Shares Market Value
--------- ------------
<S> <C> <C>
EQUITIES - 49.3%
Aerospace & Defense -- 1.2%
The Boeing Company 42,000 $3,291,750
TRW, Inc. 30,100 2,332,750
------------
5,624,500
------------
Agribusiness -- 0.8%
Archer-Daniels-Midland
Company 70,053 1,260,954
Pioneer Hi-Bred
International, Inc. 45,500 2,530,938
------------
3,791,892
------------
Apparel, Textiles & Shoes -- 0.5%
VF Corporation 44,500 2,347,375
------------
Automotive & Parts -- 2.3%
Ford Motor Company 89,000 2,581,000
Genuine Parts
Company 88,000 3,608,000
Goodyear Tire &
Rubber Company 91,700 4,160,888
------------
10,349,888
------------
Banking, Savings & Loans -- 3.4%
The Bank of New
York Company,
Incorporated 85,000 4,143,750
Comerica, Incorporated 88,000 3,531,000
CoreStates Financial
Corporation 81,500 3,086,813
Norwest Corporation 57,000 1,881,000
Wachovia Corporation 60,100 2,749,575
------------
15,392,138
------------
Beverages -- 1.1%
Brown-Forman
Corporation (Class B) 66,000 2,409,000
Pepsico, Incorporated 43,500 2,430,563
------------
4,839,563
------------
Chemicals -- 1.9%
Eastman Chemical
Company 50,025 3,132,816
E. I. du Pont de
Nemours and Company 31,500 2,201,063
The Lubrizol
Corporation 48,000 1,338,000
Nalco Chemical
Company 64,000 1,928,000
------------
8,599,879
------------
Communications -- 1.2%
AT & T Corporation 82,000 5,309,500
------------
<CAPTION>
Number of
Shares Market Value
--------- ------------
<S> <C> <C>
Computers & Office Equipment -- 3.4%
Hewlett-Packard
Company 76,000 $6,365,000
International Business
Machines Corporation 23,000 2,110,250
Pitney Bowes, Inc. 80,500 3,783,500
Xerox Corporation 24,000 3,288,000
------------
15,546,750
------------
Containers -- 0.5%
Temple-Inland, Inc. 52,500 2,316,563
------------
Cosmetics & Personal Care -- 0.7%
Kimberly-Clark
Corporation 37,900 3,136,225
------------
Electric Utilities -- 1.0%
Niagara Mohawk
Power Corporation 90,000 866,250
NIPSCO Industries,
Inc. 40,000 1,530,000
SCANA Corporation 70,000 2,003,750
------------
4,400,000
------------
Electrical Equipment & Electronics -- 4.1%
AMP, Inc. 115,000 4,413,125
General Electric
Company 92,000 6,624,000
General Signal
Corporation 53,000 1,715,875
Honeywell Inc. 54,000 2,625,750
Hubbell, Incorporated
(Class B) 48,011 3,156,750
------------
18,535,500
------------
Energy -- 4.4%
Amoco Corporation 72,500 5,210,938
Atlantic Richfield
Company 33,000 3,654,750
Chevron Corporation 70,500 3,701,250
Kerr-McGee
Corporation 48,500 3,079,750
Mobil Corporation 38,500 4,312,000
Union Pacific
Resources Group, Inc. 12,200 309,575
------------
20,268,263
------------
Financial Services -- 0.7%
American Express
Company 76,500 3,165,188
------------
Foods -- 0.9%
CPC International, Inc. 61,000 4,186,125
------------
<CAPTION>
Number of
Shares Market Value
--------- ------------
<S> <C> <C>
Forest Products & Paper -- 1.3%
Westvaco Corporation 66,600 $1,848,150
Weyerhaeuser Company 90,400 3,909,793
------------
5,757,943
------------
Hardware & Tools -- 0.7%
The Stanley Works 62,400 3,213,600
------------
Healthcare -- 5.2%
Becton, Dickinson and
Company 53,600 4,020,000
Bristol-Myers Squibb
Company 99,000 8,501,625
Pfizer, Incorporated 119,000 7,497,000
Schering-Plough Corp. 69,800 3,821,550
------------
23,840,175
------------
Household Products -- 0.5%
The Clorox Company 32,500 2,327,813
------------
Industrial Distribution -- 0.7%
W.W. Grainger, Inc. 46,200 3,060,750
------------
Industrial Transportation -- 0.8%
Norfolk Southern
Corporation 46,000 3,651,250
Roadway Services, Inc. 500 24,438
------------
3,675,688
------------
Insurance -- 2.6%
Allstate Corporation 36,544 1,502,872
Jefferson-Pilot
Corporation 39,750 1,848,375
MBIA, Inc. 29,500 2,212,500
SAFECO Corporation 146,000 5,037,000
Unitrin, Inc. 27,500 1,320,000
------------
11,920,747
------------
Machinery & Components -- 0.9%
Dover Corporation 62,000 2,286,250
Parker-Hannifin
Corporation 55,000 1,883,750
------------
4,170,000
------------
Metals & Mining -- 0.1%
Reynolds Metals
Company 12,000 679,500
------------
Miscellaneous -- 1.4%
Harsco Corporation 34,500 2,005,313
Minnesota Mining &
Manufacturing
Company 66,500 4,405,625
------------
6,410,938
------------
</TABLE>
(Continued)
The accompanying notes are an integral part of the financial statements.
18
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Balanced Fund - Portfolio of Investments (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Shares Market Value
--------- ------------
<S> <C> <C>
Photography -- 0.6%
Eastman Kodak
Company 43,000 $ 2,881,000
------------
Publishing & Printing -- 2.3%
The Dun &
Bradstreet Corporation 61,000 3,949,750
McGraw-Hill
Companies, Inc. 44,500 3,877,063
R.R. Donnelley & Sons
Company 72,500 2,854,688
------------
10,681,501
------------
Retail -- 1.2%
J.C. Penney Company,
Inc. 18,000 857,250
The May Department
Stores Company 70,500 2,978,625
Sears Roebuck and
Company 47,000 1,833,000
------------
5,668,875
------------
Retail - Grocery -- 0.7%
Albertson's, Inc. 92,700 3,047,513
------------
Telephone Utilities -- 1.4%
Ameritech Corporation 37,000 2,183,000
Frontier Corporation 80,500 2,415,000
Southern New England
Telecommunications
Corporation 47,000 1,868,250
------------
6,466,250
------------
Tobacco -- 0.8%
American Brands, Inc. 83,500 3,726,188
------------
TOTAL EQUITIES 225,337,830
------------
(Cost $177,038,015)
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
BONDS & NOTES -- 12.3%
ASSET BACKED SECURITIES -- 1.2%
Daimler-Benz Vehicle
Trust 1994-A
5.950% 12/15/2000 $ 440,645 441,372
Daimler-Benz Auto
Grantor Trust 1995-A
5.850% 5/15/2002 1,922,413 1,929,622
Ford Credit 1994-B
Grantor Trust
7.300% 10/15/1999 639,407 651,594
GMAC 1992-E
Grantor Trust
4.750% 8/15/1997 64,333 64,051
Honda Auto
Receivables 1992-A
Grantor Trust
4.900% 6/15/1998 97,662 97,326
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
Nissan Auto
Receivables 1994-A
Grantor Trust
6.450% 9/15/1999 $ 902,457 $ 910,064
Railcar Trust No.
1992-1
7.750% 6/01/2004 428,845 462,346
World Omni 1994-A
Automobile Lease
Securitization Trust
6.450% 9/25/2000 852,621 858,044
------------
TOTAL ASSET BACKED
SECURITIES 5,414,419
------------
(Cost $5,347,658)
CORPORATE DEBT -- 3.9%
American Airlines, Inc. @
9.780% 11/26/2011 1,000,000 1,182,200
American Brands, Inc.
8.570% 2/15/1996 500,000 501,425
AMR Corporation @
9.000% 8/01/2012 500,000 563,885
Analog Devices, Inc.
6.625% 3/01/2000 500,000 506,490
Bell Atlantic Financial
Services, Inc. @
6.610% 2/04/2000 1,000,000 1,032,300
Cardinal Distribution,
Inc.
8.000% 3/01/1997 500,000 512,890
Delta Air Lines, Inc.
8.540% 1/02/2007 454,388 492,443
English China Clays
Delaware Inc. @
7.375% 10/01/2002 500,000 529,650
ERAC USA Finance
Company 144A
7.875% 3/15/1998 1,000,000 1,051,250
The Goldman Sachs
Group, L.P. 144A
6.200% 2/15/2001 1,000,000 1,002,180
GTE Corporation
9.100% 6/01/2003 500,000 581,355
Leucadia National
Corporation
7.750% 8/15/2013 1,000,000 1,035,190
McDonnell Douglas
Corporation @
9.250% 4/01/2002 500,000 582,200
Newmont Mining
Corporation @
8.625% 4/01/2002 1,000,000 1,104,990
North Finance
(Bermuda) Limited
144A
7.000% 9/15/2005 1,000,000 1,020,000
Polaroid Corporation
7.250% 1/15/1997 1,000,000 1,013,290
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
Rolls-Royce Capital
Inc.
7.125% 7/29/2003 $1,000,000 $1,043,260
Service Corporation
International
7.000% 6/01/2015 1,000,000 1,114,230
Tenaga Nasional
Berhad 144A
7.875% 6/15/2004 750,000 824,138
Thomas & Betts
Corporation
8.250% 1/15/2004 500,000 548,345
Time Warner, Inc.
7.750% 6/15/2005 1,000,000 1,041,030
United States Leasing
International, Inc.
8.750% 5/01/1996 500,000 504,805
------------
TOTAL CORPORATE DEBT 17,787,546
------------
(Cost $16,214,629)
U.S. GOVERNMENT AGENCY
OBLIGATIONS -- 3.7%
Federal Home Loan Mortgage Corporation (FHLMC) -- 0.3%
Collateralized Mortgage Obligations -- 0.2%
FHLMC Series 1322
Class G
7.500% 2/15/2007 1,000,000 1,044,370
------------
Pass-Through Securities -- 0.1%
FHLMC
9.000% 3/01/2017 232,504 247,008
------------
1,291,378
------------
Federal National Mortgage Association
(FNMA) -- 0.6%
Collateralized Mortgage Obligations -- 0.4%
FNMA Series 1993-191
Class PD
5.400% 3/25/2004 1,000,000 990,930
FNMA Series 1993-221
Class D
6.000% 12/25/2008 1,000,000 989,680
------------
1,980,610
------------
Pass-Through Securities -- 0.2%
FNMA
8.000% 5/01/2013 763,835 797,252
------------
2,777,862
------------
</TABLE>
(Continued)
The accompanying notes are an integral part of the financial statements.
19
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Balanced Fund - Portfolio of Investments (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
Government National Mortgage Association (GNMA) -- 1.4%
Pass-Through Securities
GNMA
6.000% 7/20/2025 -
10/15/2006 $ 2,474,196 $2,502,724
GNMA
7.500% 10/15/2006 -
7/15/2007 1,519,911 1,590,101
GNMA
8.000% 11/15/2004 -
7/15/2008 1,274,505 1,350,401
GNMA
9.000% 12/15/2008 -
5/15/2009 754,941 817,224
------------
6,260,450
------------
U.S. Government Guaranteed Notes -- 1.4%
1991-A Fairfax
County, VA
8.740% 8/01/2001 200,000 226,942
1991-A Jefferson
Park, CA
8.740% 8/01/2001 1,740,000 1,974,395
1991-A Monroe
County, NY
8.740% 8/01/2001 500,000 567,355
1991-A Rochester, NY
8.740% 8/01/2001 60,000 68,083
1994-A Ocean Shores,
WA
5.040% 8/01/1996 100,000 99,750
1994-A Sacramento
City, CA
5.040% 8/01/1996 190,000 189,525
1994-A Virginia Beach,
VA
5.040% 8/01/1996 210,000 209,475
U.S. Dept. of Housing
and Urban
Development, Series
1995-A @
8.240% 8/01/2002 3,000,000 3,383,250
------------
6,718,775
------------
TOTAL U.S. GOVERNMENT
AGENCY OBLIGATIONS 17,048,465
------------
(Cost $15,952,135)
U.S. TREASURY OBLIGATIONS -- 3.5%
U.S. Treasury Bonds -- 1.7%
U.S. Treasury Bond
7.125% 2/15/2023 3,200,000 3,659,008
U.S. Treasury Bond
7.500% 11/15/2016 3,500,000 4,103,750
------------
7,762,758
------------
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
U.S. Treasury Notes -- 1.8%
U.S. Treasury Note
6.250% 5/31/2000 $ 4,000,000 $4,134,360
U.S. Treasury Note
7.500% 11/15/2001 3,750,000 4,130,288
------------
8,264,648
------------
TOTAL U.S. TREASURY
OBLIGATIONS 16,027,406
------------
(Cost $14,226,882)
TOTAL BONDS & NOTES 56,277,836
------------
(Cost $51,741,304)
SHORT-TERM INVESTMENTS -- 38.1%
Commercial Paper
Aristar, Inc.
5.600% 2/14/1996 4,820,000 4,787,010
Bausch & Lomb, Inc.
5.900% 2/16/1996 6,910,000 6,857,906
Carter Holt Harvey
Limited
6.000% 1/19/1996 5,850,000 5,832,450
Comdisco, Inc.
5.970% 2/15/1996 3,730,000 3,702,165
Comdisco, Inc.
6.000% 1/22/1996 6,555,000 6,532,058
Comdisco, Inc.
6.000% 1/26/1996 3,800,000 3,784,167
ConAgra, Inc.
5.770% 2/13/1996 2,550,000 2,532,426
ConAgra, Inc.
5.920% 2/07/1996 6,040,000 6,003,250
ConAgra, Inc.
5.930% 2/01/1996 4,695,000 4,671,025
Cox Enterprises, Inc.
5.900% 2/08/1996 4,300,000 4,273,220
Cox Enterprises, Inc.
5.910% 2/05/1996 5,700,000 5,667,249
Cox Enterprises, Inc.
5.950% 1/30/1996 4,000,000 3,980,828
CSX Corporation
5.750% 1/03/1996 2,580,000 2,579,176
Dana Credit
Corporation
5.820% 3/21/1996 4,035,000 3,983,457
Dana Credit
Corporation
5.900% 3/29/1996 1,790,000 1,764,855
Dean Witter, Discover
& Co.
5.700% 2/02/1996 5,070,000 5,044,312
Dominion Resources,
Inc.
6.010% 1/23/1996 4,800,000 4,782,371
GTE Corporation
5.600% 3/05/1996 4,500,000 4,453,963
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
GTE Corporation
5.860% 2/06/1996 $ 2,550,000 $2,535,057
Illinois Power
Company
6.000% 1/08/1996 4,745,000 4,739,464
Kerr-McGee Credit
Corporation
5.680% 2/12/1996 3,710,000 3,685,415
Loral Corporation
6.020% 1/04/1996 5,295,000 5,292,344
MAPCO Inc.
6.000% 1/17/1996 4,025,000 4,014,267
MCI Communications
Corporation
5.530% 2/21/1996 3,745,000 3,715,661
Nestle Capital
Corporation
5.820% 1/02/1996 3,560,000 3,559,424
ORIX Credit Alliance,
Inc.
6.000% 2/09/1996 3,325,000 3,303,388
ORIX Credit Alliance,
Inc.
6.000% 2/23/1996 4,385,000 4,346,266
ORIX Credit Alliance,
Inc.
6.100% 1/03/1996 4,570,000 4,568,451
Pennsylvania Power &
Light Company
6.070% 1/09/1996 1,245,000 1,243,321
Rite Aid Corporation
5.950% 1/24/1996 1,875,000 1,867,873
Rite Aid Corporation
6.000% 1/29/1996 6,025,000 5,996,884
Textron Inc.
6.000% 2/22/1996 2,195,000 2,175,977
Tyson Foods, Inc.
5.940% 1/11/1996 4,885,000 4,876,940
Tyson Foods, Inc.
5.970% 1/10/1996 6,870,000 6,859,747
Tyson Foods, Inc.
5.990% 1/09/1996 1,225,000 1,223,370
Union Oil Company of
California
5.990% 1/18/1996 4,415,000 4,402,512
Union Oil Company of
California
6.010% 1/05/1996 3,995,000 3,992,332
Union Pacific
Corporation
5.950% 1/12/1996 4,790,000 4,781,291
Union Pacific
Corporation
6.000% 1/25/1996 4,000,000 3,984,000
</TABLE>
(Continued)
The accompanying notes are an integral part of the financial statements.
20
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Balanced Fund - Portfolio of Investments (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Market Value
--------- ------------
<S> <C> <C>
UOP
6.000% 1/16/1996 $6,625,000 $ 6,608,434
UOP
6.000% 1/31/1996 5,085,000 5,059,575
------------
TOTAL SHORT-TERM
INVESTMENTS 174,063,881
------------
(Cost $174,063,804)
TOTAL INVESTMENTS -- 99.7% 455,679,547
(Cost $402,843,123)+
Other Assets/
(Liabilities) - 0.3% 1,507,984
------------
NET ASSETS -- 100.0% $457,187,531
------------
</TABLE>
Notes to Portfolio of Investments
+Aggregate cost for Federal tax purposes (Note 7)
144A: 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.
@ All or a portion of this security is segregated to cover forward purchase
commitments. (Note 2).
The remainder of this page intentionally left blank.
The accompanying notes are an integral part of the financial statements.
21
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Balanced Fund - Financial Statements
- --------------------------------------------------------------------------------
Statement of
Assets and
Liabilities
<TABLE>
<CAPTION>
December 31, 1995
-----------------
<S> <C>
Assets:
Investments, at value (cost $228,779,319) (Note 2)............... $ 281,615,666
Short-term investments, at value (cost $174,063,804) (Note 2).... 174,063,881
----------------
Total Investments............................................. 455,679,547
----------------
Cash............................................................. 2,308
Receivables from:
Investments sold.............................................. 301,823
Settlement of investments purchased on a
forward commitment basis (Note 2).......................... 147,679
Fund shares sold.............................................. 513,588
Interest and dividends........................................ 1,306,409
Investment manager (Note 3)................................... 13,780
----------------
Total assets............................................... 457,965,134
----------------
Liabilities:
Payables for:
Investments purchased......................................... 31,267
Fund shares redeemed.......................................... 521,456
Directors' fees and expenses (Note 3)......................... 2,286
Affiliates (Note 3):
Investment management fees................................. 172,576
Administration fees........................................ 32,812
Service and distribution fees.............................. 323
Accrued expenses and other liabilities........................... 16,883
----------------
Total liabilities.......................................... 777,603
----------------
Net assets....................................................... $ 457,187,531
================
Net assets consist of:
Paid-in capital.................................................. $ 403,146,532
Undistributed net investment income.............................. 179,574
Accumulated net realized gain on investments..................... 877,322
Net unrealized appreciation on investments
and forward commitments....................................... 52,984,103
----------------
$ 457,187,531
================
Net assets:
Class 1.......................................................... $ 173,043
================
Class 2.......................................................... $ 120,668
================
Class 3.......................................................... $ 120,960
================
Class 4.......................................................... $ 456,772,860
================
Shares outstanding:
Class 1.......................................................... 15,043
================
Class 2.......................................................... 10,464
================
Class 3.......................................................... 10,473
================
Class 4.......................................................... 39,690,301
================
Net asset value, offering price and
redemption price per share:
Class 1.......................................................... $ 11.50
================
Class 2.......................................................... $ 11.53
================
Class 3.......................................................... $ 11.55
================
Class 4.......................................................... $ 11.51
================
</TABLE>
The accompanying notes are an integral part of the financial statements.
22
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Balanced Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statement of
Operations
<TABLE>
<CAPTION>
Year ended
December 31, 1995
-----------------
<S> <C>
Investment income:
Interest........................................................ $ 12,886,762
Dividends (net of withholding tax of $1,498).................... 5,889,916
-----------------
Total investment income....................................... 18,776,678
-----------------
Expenses (Note 1):
Investment management fees (Note 3)............................. 1,801,770
Custody fees.................................................... 50,164
Audit and legal fees............................................ 12,619
Directors' fees (Note 3)........................................ 9,576
Fees waived by the investment manager (Note 3).................. (165,250)
-----------------
1,708,879
Administration fees (Note 3):
Class 1....................................................... 766
Class 2....................................................... 576
Class 3....................................................... 358
Class 4....................................................... 340,832
Distribution and service fees (Note 3):
Class 1....................................................... 872
Class 2....................................................... 166
-----------------
Net expenses............................................... 2,052,449
-----------------
Net investment income...................................... 16,724,229
-----------------
Realized and unrealized gain (loss):
Net realized gain on investments and forward commitments...... 4,359,989
Net change in unrealized appreciation (depreciation) on
investments and forward commitments.......................... 55,498,858
-----------------
Net realized and unrealized gain........................... 59,858,847
-----------------
Net increase in net assets resulting from operations.......... $ 76,583,076
=================
</TABLE>
The accompanying notes are an integral part of the financial statements.
23
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Balanced Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statements of
Changes in Net
Assets
<TABLE>
<CAPTION>
Year ended Period ended
December 31, 1995 December 31, 1994*
----------------- -----------------
<S> <C> <C>
Increase (Decrease) in Net Assets:
Operations:
Net investment income........................................... $ 16,724,229 $ 3,765,419
Net realized gain (loss) on investment transactions
and forward commitments...................................... 4,359,989 (247,059)
Net change in unrealized appreciation (depreciation) on
investments and forward commitments.......................... 55,498,858 (2,514,755)
----------------- -----------------
Net increase in net assets resulting from operations......... 76,583,076 1,003,605
----------------- -----------------
Distributions to shareholders (Note 2):
From net investment income:
Class 1......................................................... (4,846) (584)
Class 2......................................................... (3,751) (659)
Class 3......................................................... (4,120) (685)
Class 4......................................................... (16,528,781) (3,726,473)
----------------- -----------------
Total distributions from net investment income............... (16,541,498) (3,728,401)
----------------- -----------------
From net realized gains:
Class 1......................................................... (1,239) --
Class 2......................................................... (859) --
Class 3......................................................... (857) --
Class 4......................................................... (3,230,318) --
----------------- -----------------
Total distributions from net realized gains.................. (3,233,273) --
----------------- -----------------
In excess of net realized gains:
Class 1......................................................... -- (12)
Class 2......................................................... -- (12)
Class 3......................................................... -- (12)
Class 4......................................................... -- (42,474)
----------------- -----------------
Total distributions in excess of net realized gains.......... -- (42,510)
----------------- -----------------
Net fund share transactions (Note 5):
Class 1......................................................... 55,401 93,596
Class 2......................................................... 4,610 93,671
Class 3......................................................... 4,977 99,697
Class 4......................................................... 50,326,522 8,613,794
----------------- -----------------
Increase in net assets from net fund share transactions...... 50,391,510 8,900,758
----------------- -----------------
Total increase in net assets.................................... 107,199,815 6,133,452
----------------- -----------------
Net assets:
Beginning of period (Note 1).................................... 349,987,716 343,854,264
----------------- -----------------
End of period (including undistributed net investment income
of $179,574 and $30,533, respectively)....................... $ 457,187,531 $ 349,987,716
================= =================
</TABLE>
* For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
The accompanying notes are an integral part of the financial statements.
24
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Balanced Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period............................ $ 9.94 $ 10.00 $ 9.95 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income........................................ 0.28 0.06 0.39 0.06
Net realized and unrealized gain (loss) on investments....... 1.70 (0.06) 1.65 (0.04)
---------- ------------ ---------- ------------
Total income (loss) from investment operations............ 1.98 -- 2.04 0.02
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income................................... (0.33) (0.06) (0.37) (0.07)
From net realized gains...................................... (0.09) -- (0.09) --
In excess of net realized gains ***.......................... -- -- -- --
---------- ------------ ---------- ------------
Total distributions....................................... (0.42) (0.06) (0.46) (0.07)
---------- ------------ ---------- ------------
Net asset value, end of period.................................. $ 11.50 $ 9.94 $ 11.53 $ 9.95
========== ============ ========== ============
Total Return.................................................... 19.92% 0.00% 20.50% 0.17%
Ratios / Supplemental Data:
Net assets, end of period (000's)............................ $ 173 $ 100 $ 121 $ 100
Net expenses to average daily net assets..................... 1.65%# 1.65%#* 1.10%# 1.10%#*
Net investment income to average daily net assets............ 3.03% 3.39%* 3.60% 3.94%*
Portfolio turnover rate...................................... 23% 2% 23% 2%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been:................ 1.69% 1.71%* 1.14% 1.16%*
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period............................ $ 9.96 $ 10.00 $ 9.92 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income........................................ 0.43 0.07 0.44 0.11
Net realized and unrealized gain (loss) on investments....... 1.66 (0.04) 1.68 (0.08)
---------- ------------ ---------- ------------
Total income (loss) from investment operations............ 2.09 0.03 2.12 0.03
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income................................... (0.41) (0.07) (0.44) (0.11)
From net realized gains...................................... (0.09) -- (0.09) --
In excess of net realized gains ***.......................... -- -- -- --
---------- ------------ ---------- ------------
Total distributions....................................... (0.50) (0.07) (0.53) (0.11)
---------- ------------ ---------- ------------
Net asset value, end of period.................................. $ 11.55 $ 9.96 $ 11.51 $ 9.92
========== ============ ========== ============
Total Return.................................................... 20.96% 0.28% 21.31%+ 0.29%+
Ratios / Supplemental Data:
Net assets, end of period (000's)............................ $ 121 $ 100 $ 456,773 $ 349,688
Net expenses to average daily net assets..................... 0.75%# 0.75%#* 0.5120%# 0.5120%#*
Net investment income to average daily net assets............ 3.94% 4.32%* 4.18% 4.29%*
Portfolio turnover rate...................................... 23% 2% 23% 2%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been:................ 0.79% 0.81%* 0.5514% 0.5650%*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
***The distribution in excess of net realized gains amounted to $0.00121 per
share for the period ended December 31, 1994.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
The accompanying notes are an integral part of the financial statements.
25
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Value Equity Fund - Portfolio of Investments
- --------------------------------------------------------------------------------
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Number of
Shares Market Value
------ ------------
<S> <C> <C>
EQUITIES - 89.9%
Aerospace & Defense -- 2.3%
The Boeing Company 365,000 $ 28,606,875
TRW, Inc. 257,100 19,925,250
--------------
48,532,125
--------------
Agribusiness -- 1.5%
Archer-Daniels-Midland
Company 599,981 10,799,658
Pioneer Hi-Bred
International, Inc. 385,000 21,415,625
--------------
32,215,283
--------------
Apparel, Textiles & Shoes -- 0.9%
VF Corporation 365,000 19,253,750
--------------
Automotive & Parts -- 4.1%
Ford Motor Company 775,000 22,475,000
Genuine Parts
Company 735,000 30,135,000
Goodyear Tire &
Rubber Company 750,000 34,031,250
--------------
86,641,250
--------------
Banking, Savings & Loans -- 6.1%
The Bank of New
York Company,
Incorporated 720,000 35,100,000
Comerica, Incorporated 735,000 29,491,875
CoreStates Financial
Corporation 700,000 26,512,500
Norwest Corporation 485,000 16,005,000
Wachovia Corporation 494,000 22,600,500
--------------
129,709,875
--------------
Beverages -- 2.0%
Brown-Forman
Corporation (Class B) 575,000 20,987,500
Pepsico, Incorporated 370,000 20,673,750
--------------
41,661,250
--------------
Chemicals -- 3.9%
Eastman Chemical
Company 399,975 25,048,434
E. I. du Pont de
Nemours and Company 275,000 19,215,625
The Lubrizol
Corporation 400,000 11,150,000
Nalco Chemical
Company 545,000 16,418,125
Rohm & Haas
Company 175,000 11,265,625
--------------
83,097,809
--------------
<CAPTION>
Number of
Shares Market Value
------ ------------
<S> <C> <C>
Communications -- 2.1%
AT & T Corporation 700,000 $ 45,325,000
--------------
Computers & Office Equipment -- 6.2%
Hewlett-Packard
Company 635,000 53,181,250
International Business
Machines Corporation 200,000 18,350,000
Pitney Bowes, Inc. 700,000 32,900,000
Xerox Corporation 200,000 27,400,000
--------------
131,831,250
--------------
Containers -- 0.9%
Temple-Inland, Inc. 445,000 19,635,625
--------------
Cosmetics & Personal Care -- 1.3%
Kimberly-Clark
Corporation 333,100 27,564,025
--------------
Electric Utilities -- 1.8%
Niagara Mohawk
Power Corporation 785,000 7,555,625
NIPSCO Industries,
Inc. 330,000 12,622,500
SCANA Corporation 625,000 17,890,625
--------------
38,068,750
--------------
Electrical Equipment & Electronics -- 7.3%
AMP, Inc. 975,000 37,415,625
General Electric
Company 775,000 55,800,000
General Signal
Corporation 450,000 14,568,750
Honeywell Inc. 450,000 21,881,250
Hubbell, Incorporated
(Class B) 400,036 26,302,347
--------------
155,967,972
--------------
Energy -- 8.1%
Amoco Corporation 615,000 44,203,125
Atlantic Richfield
Company 285,000 31,563,750
Chevron Corporation 600,000 31,500,000
Kerr-McGee
Corporation 412,900 26,219,150
Mobil Corporation 329,000 36,848,000
Union Pacific
Resources Group, Inc. 103,900 2,636,463
--------------
172,970,488
--------------
Financial Services -- 1.3%
American Express
Company 665,000 27,514,375
--------------
<CAPTION>
Number of
Shares Market Value
------ ------------
<S> <C> <C>
Foods -- 1.5%
CPC International, Inc. 462,500 $ 31,739,063
--------------
Forest Products & Paper -- 2.3%
Westvaco Corporation 556,900 15,453,975
Weyerhaeuser Company 775,000 33,518,750
--------------
48,972,725
--------------
Hardware & Tools -- 1.3%
The Stanley Works 520,200 26,790,300
--------------
Healthcare -- 9.4%
Becton, Dickinson and
Company 462,000 34,650,000
Bristol-Myers Squibb
Company 825,000 70,846,875
Pfizer, Incorporated 1,000,000 63,000,000
Schering-Plough Corp. 565,600 30,966,600
--------------
199,463,475
--------------
Household Products -- 0.9%
The Clorox Company 270,000 19,338,750
--------------
Industrial Distribution -- 1.2%
W.W. Grainger, Inc. 394,300 26,122,375
--------------
Industrial Transportation -- 1.5%
Norfolk Southern
Corporation 400,000 31,750,000
--------------
Insurance -- 4.8%
Allstate Corporation 305,921 12,581,001
Jefferson-Pilot
Corporation 345,000 16,042,500
MBIA, Inc. 250,000 18,750,000
SAFECO Corporation 1,240,000 42,780,000
Unitrin, Inc. 234,950 11,277,600
--------------
101,431,101
--------------
Machinery & Components -- 1.6%
Dover Corporation 540,000 19,912,500
Parker-Hannifin
Corporation 400,000 13,700,000
--------------
33,612,500
--------------
Miscellaneous -- 2.6%
Harsco Corporation 300,000 17,437,500
Minnesota Mining &
Manufacturing
Company 565,000 37,431,250
--------------
54,868,750
--------------
</TABLE>
(Continued)
The accompanying notes are an integral part of the financial statements.
26
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Value Equity Fund - Portfolio of Investments (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Shares Market Value
------ ------------
<S> <C> <C>
Photography -- 1.2%
Eastman Kodak
Company 375,000 $ 25,125,000
--------------
Publishing & Printing -- 4.2%
The Dun &
Bradstreet Corporation 510,000 33,022,500
McGraw-Hill
Companies, Inc. 370,000 32,236,250
R.R. Donnelley & Sons
Company 630,000 24,806,250
--------------
90,065,000
--------------
Retail -- 2.3%
J.C. Penney Company,
Inc. 150,000 7,143,750
The May Department
Stores Company 600,000 25,350,000
Sears Roebuck and
Company 400,000 15,600,000
--------------
48,093,750
--------------
Retail - Grocery -- 1.2%
Albertson's, Inc. 773,800 25,438,675
--------------
Telephone Utilities -- 2.6%
Ameritech Corporation 320,000 18,880,000
Frontier Corporation 700,000 21,000,000
Southern New England
Telecommunications
Corporation 400,000 15,900,000
--------------
55,780,000
--------------
Tobacco -- 1.5%
American Brands, Inc. 735,000 32,799,375
--------------
TOTAL EQUITIES 1,911,379,666
--------------
(Cost $1,495,977,668)
<CAPTION>
Principal
Amount Market Value
------ ------------
<S> <C> <C>
SHORT-TERM INVESTMENTS -- 10.0%
Commercial Paper
Bell Atlantic Funding
Corporation
5.670% 2/20/1996 $ 4,575,000 $ 4,538,972
Carter Holt Harvey
Limited
6.000% 1/23/1996 4,595,000 4,578,151
Carter Holt Harvey
Limited
6.000% 2/02/1996 4,175,000 4,152,733
Carter Holt Harvey
Limited
6.000% 2/05/1996 4,945,000 4,916,154
<CAPTION>
Principal
Amount Market Value
------ ------------
<S> <C> <C>
Comdisco, Inc.
5.950% 2/12/1996 $ 4,560,000 $ 4,528,346
Comdisco, Inc.
6.000% 1/29/1996 5,000,000 4,976,667
Comdisco, Inc.
6.030% 1/11/1996 4,835,000 4,826,901
ConAgra, Inc.
5.930% 2/01/1996 3,045,000 3,029,451
ConAgra, Inc.
6.070% 1/02/1996 4,995,000 4,994,158
Cox Enterprises, Inc.
6.040% 1/03/1996 4,930,000 4,928,346
Dana Credit
Corporation
5.820% 3/21/1996 5,625,000 5,553,147
Dana Credit
Corporation
5.870% 3/15/1996 6,695,000 6,615,913
Dana Credit
Corporation
5.880% 3/11/1996 6,310,000 6,239,496
Dana Credit
Corporation
6.000% 2/23/1996 4,925,000 4,881,496
Dean Witter Discover
& Co.
5.700% 2/06/1996 6,200,000 6,164,660
The Dial Corp.
5.600% 3/28/1996 5,000,000 4,930,479
The Dial Corp.
5.700% 3/05/1996 9,350,000 9,254,396
GTE Corporation
5.600% 3/04/1996 4,310,000 4,266,595
Kerr-McGee Credit
Corporation
6.000% 1/08/1996 3,500,000 3,495,917
Loral Corporation
5.850% 2/16/1996 7,950,000 7,890,574
Loral Corporation
6.000% 1/09/1996 4,835,000 4,828,553
Loral Corporation
6.020% 1/04/1996 4,665,000 4,662,660
MAPCO Inc.
6.000% 1/10/1996 5,000,000 4,992,500
ORIX Credit Alliance,
Inc.
6.000% 2/09/1996 3,180,000 3,159,330
ORIX Credit Alliance,
Inc.
6.030% 2/14/1996 5,000,000 4,963,150
ORIX Credit Alliance,
Inc.
6.070% 1/17/1996 4,780,000 4,767,105
Public Service
Company of Colorado
5.820% 3/22/1996 5,000,000 4,935,332
<CAPTION>
Principal
Amount Market Value
------ ------------
<S> <C> <C>
The Quaker Oats
Company
5.870% 2/07/1996 $ 6,225,000 $ 6,187,444
Rite Aid Corporation
5.950% 2/26/1996 7,875,000 7,802,112
Rite Aid Corporation
5.980% 1/16/1996 3,320,000 3,311,728
Textron Inc.
5.930% 2/15/1996 1,400,000 1,389,622
Textron Inc.
5.950% 2/13/1996 6,090,000 6,046,719
Tyson Foods, Inc.
5.980% 1/25/1996 4,000,000 3,984,053
Tyson Foods, Inc.
5.990% 1/18/1996 4,000,000 3,988,686
Tyson Foods, Inc.
6.000% 1/22/1996 5,555,000 5,535,557
Tyson Foods, Inc.
6.000% 2/08/1996 4,000,000 3,974,667
Union Oil Company of
California
5.990% 1/19/1996 3,120,000 3,110,655
Union Oil Company of
California
6.030% 1/05/1996 7,040,000 7,035,283
Union Pacific
Corporation
5.950% 1/26/1996 5,125,000 5,103,824
Union Pacific
Corporation
5.950% 1/30/1996 2,500,000 2,488,017
Union Pacific
Corporation
6.000% 1/24/1996 5,595,000 5,573,553
UOP
6.000% 1/12/1996 5,220,000 5,210,430
UOP
6.000% 1/31/1996 3,850,000 3,830,750
--------------
TOTAL SHORT-TERM
INVESTMENTS 211,644,282
--------------
(Cost $211,643,120)
TOTAL INVESTMENTS -- 99.9% 2,123,023,948
(Cost $1,707,620,788)+
Other Assets/
(Liabilities) - 0.1% 2,614,194
--------------
NET ASSETS -- 100.0% $2,125,638,142
--------------
</TABLE>
Notes to Portfolio of Investments
+Aggregate cost for Federal tax purposes (Note 7)
The accompanying notes are an integral part of the financial statements.
27
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Value Equity Fund - Financial Statements
- --------------------------------------------------------------------------------
Statement of
Assets and
Liabilities
<TABLE>
<CAPTION>
December 31, 1995
-----------------
<S> <C>
Assets:
Investments, at value (cost $1,495,977,668) (Note 2)....................................... $1,911,379,666
Short-term investments, at value (cost $211,643,120) (Note 2).............................. 211,644,282
--------------
Total Investments...................................................................... 2,123,023,948
Cash....................................................................................... 1,519
Receivables from:
Investments sold.......................................................................... 3,309,985
Fund shares sold.......................................................................... 2,052,768
Interest and dividends.................................................................... 4,248,182
Investment manager (Note 3)............................................................... 70,696
--------------
Total assets........................................................................... 2,132,707,098
--------------
Liabilities:
Payables for:
Investments purchased..................................................................... 3,858,263
Fund shares redeemed...................................................................... 2,178,195
Directors' fees and expenses (Note 3)..................................................... 2,337
Affiliates (Note 3):
Investment management fees............................................................... 804,401
Administration fees...................................................................... 161,902
Service and distribution fees............................................................ 255
Accrued expenses and other liabilities..................................................... 63,603
--------------
Total liabilities........................................................................ 7,068,956
--------------
Net assets................................................................................. $2,125,638,142
==============
Net assets consist of:
Paid-in capital............................................................................ $1,704,804,394
Undistributed net investment income........................................................ 626,868
Accumulated net realized gain on investments............................................... 4,803,720
Net unrealized appreciation on investments................................................. 415,403,160
--------------
$2,125,638,142
==============
Net assets:
Class 1.................................................................................... $ 129,258
==============
Class 2.................................................................................... $ 130,088
==============
Class 3.................................................................................... $ 130,391
==============
Class 4.................................................................................... $2,125,248,405
==============
Shares outstanding:
Class 1.................................................................................... 10,237
==============
Class 2.................................................................................... 10,284
==============
Class 3.................................................................................... 10,301
==============
Class 4.................................................................................... 168,233,242
==============
Net asset value, offering price and
redemption price per share:
Class 1.................................................................................... $ 12.63
==============
Class 2.................................................................................... $ 12.65
==============
Class 3.................................................................................... $ 12.66
==============
Class 4.................................................................................... $ 12.63
==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
28
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Value Equity Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statement of
Operations
<TABLE>
<CAPTION> Year ended
December 31, 1995
-----------------
<S> <C>
Investment income:
Dividends (net of withholding tax of $12,406)............................................. $ 49,814,144
Interest.................................................................................. 9,604,139
--------------
Total investment income................................................................. 59,418,283
--------------
Expenses (Note 1):
Investment management fees (Note 3)....................................................... 8,289,231
Custody fees.............................................................................. 170,392
Audit and legal fees...................................................................... 57,871
Directors' fees (Note 3).................................................................. 1,896
Fees waived by the investment manager (Note 3)............................................ (852,771)
--------------
7,666,619
Administration fees (Note 3):
Class 1................................................................................. 666
Class 2................................................................................. 611
Class 3................................................................................. 384
Class 4................................................................................. 1,666,744
Distribution and service fees (Note 3):
Class 1................................................................................. 745
Class 2................................................................................. 172
--------------
Net expenses.......................................................................... 9,335,941
--------------
Net investment income................................................................. 50,082,342
--------------
Realized and unrealized gain (loss):
Net realized gain on investment transactions.............................................. 21,371,652
Net change in unrealized appreciation (depreciation)
on investments.......................................................................... 429,724,511
--------------
Net realized and unrealized gain...................................................... 451,096,163
--------------
Net increase in net assets resulting from operations...................................... $ 501,178,505
==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
29
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Value Equity Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statements of
Changes in Net
Assets
<TABLE>
<CAPTION>
Year ended Period ended
December 31, 1995 December 31, 1994*
----------------- -----------------
<S> <C> <C>
Increase (Decrease) in Net Assets:
Operations:
Net investment income......................................... $ 50,082,342 $ 12,737,444
Net realized gain (loss) on investment transactions........... 21,371,652 (391,727)
Net change in unrealized appreciation (depreciation)
on investments............................................... 429,724,511 (14,321,351)
-------------- --------------
Net increase (decrease) in net assets resulting
from operations............................................. 501,178,505 (1,975,634)
-------------- --------------
Distributions to shareholders (Note 2):
From net investment income:
Class 1....................................................... (1,761) (402)
Class 2....................................................... (2,382) (476)
Class 3....................................................... (2,774) (508)
Class 4....................................................... (49,597,273) (12,587,342)
-------------- --------------
Total distributions from net investment income.............. (49,604,190) (12,588,728)
-------------- --------------
From net realized gains:
Class 1....................................................... (990) --
Class 2....................................................... (990) --
Class 3....................................................... (988) --
Class 4....................................................... (16,056,271) --
-------------- --------------
Total distributions from net realized gains................. (16,059,239) --
-------------- --------------
In excess of net realized gains:
Class 1....................................................... -- (7)
Class 2....................................................... -- (7)
Class 3....................................................... -- (7)
Class 4....................................................... -- (116,945)
-------------- --------------
Total distributions in excess of net realized gains......... -- (116,966)
-------------- --------------
Net fund share transactions (Note 5):
Class 1....................................................... 2,751 93,409
Class 2....................................................... 3,372 93,483
Class 3....................................................... 3,763 99,515
Class 4....................................................... 126,252,551 (9,700,269)
-------------- --------------
Increase (decrease) in net assets from net
fund share transactions.................................... 126,262,437 (9,413,862)
-------------- --------------
Total increase (decrease) in net assets....................... 561,777,513 (24,095,190)
Net assets:
Beginning of period (Note 1).................................. 1,563,860,629 1,587,955,819
-------------- --------------
End of period (including undistributed net investment income
of $626,868 and $148,716, respectively)..................... $2,125,638,142 $1,563,860,629
============== ==============
</TABLE>
* For the period from October 3, 1994 (commencement of
operations) through December 31, 1994.
The accompanying notes are an integral part of the financial statements.
30
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Value Equity Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.92 $ 10.00 $ 9.93 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income 0.18 0.04 0.24 0.05
Net realized and unrealized gain (loss) on investments 2.81 (0.08) 2.82 (0.07)
---------- ------------ ---------- ------------
Total income (loss) from investment operations 2.99 (0.04) 3.06 (0.02)
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income (0.18) (0.04) (0.24) (0.05)
From net realized gains (0.10) -- (0.10) --
In excess of net realized gains*** -- -- -- --
---------- ------------ ---------- ------------
Total distributions (0.28) (0.04) (0.34) (0.05)
---------- ------------ ---------- ------------
Net asset value, end of period $ 12.63 $ 9.92 $ 12.65 $9.93
========== ============ ========== ============
Total Return 30.10% (0.39)% 30.80% (0.22)%
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 129 $ 99 $ 130 $ 99
Net expenses to average daily net assets 1.65%# 1.65%#* 1.10%# 1.10%#*
Net investment income to average daily net assets 1.58% 2.31%* 2.13% 2.86%*
Portfolio turnover rate 16% 3% 16% 3%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.70% 1.71%* 1.15% 1.16%*
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.93 $ 10.00 $ 9.91 $ 10.00
---------- ------------ ---------- ------------
Income (loss) from investment operations:
Net investment income 0.28 0.05 0.31 0.08
Net realized and unrealized gain (loss) on investments 2.83 (0.07) 2.82 (0.09)
---------- ------------ ---------- ------------
Total income (loss) from investment operations 3.11 (0.02) 3.13 (0.01)
---------- ------------ ---------- ------------
Less distributions to shareholders:
From net investment income (0.28) (0.05) (0.31) (0.08)
From net realized gains (0.10) -- (0.10) --
In excess of net realized gains*** -- -- -- --
---------- ------------ ---------- ------------
Total distributions (0.38) (0.05) (0.41) (0.08)
---------- ------------ ---------- ------------
Net asset value, end of period $ 12.66 $ 9.93 $ 12.63 $ 9.91
========== ============ ========== ============
Total Return 31.30% (0.18)% 31.54%+ (0.10)%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 130 $ 99 $2,125,248 $1,563,563
Net expenses to average daily net assets 0.75%# 0.75%#* 0.5067%# 0.5067%#*
Net investment income to average daily net assets 2.48% 3.23%* 2.72% 3.20%*
Portfolio turnover rate 16% 3% 16% 3%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 0.80% 0.81%* 0.5528% 0.5681%*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
***The distribution in excess of net realized gains amounted to $0.00074 per
share for the period ended December 31, 1994.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
The accompanying notes are an integral part of the financial statements.
31
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Small Cap Value Equity Fund--Portfolio of Investments
- --------------------------------------------------------------------------------
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Number of
Shares Market Value
------ ------------
<S> <C> <C>
EQUITIES - 92.5%
Advertising -- 2.7%
ADVO, Inc. 392,300 $ 10,199,800
------------
Agribusiness -- 1.3%
Dekalb Genetics
Corporation 110,100 4,968,263
------------
Air Transportation -- 1.7%
Atlantic Southeast
Airlines, Inc. 297,800 6,402,700
------------
Apparel, Textiles & Shoes -- 2.3%
Kellwood Company 186,100 3,791,788
Unitog Company 206,500 4,981,813
------------
8,773,601
============
Appliances, Furnishings -- 0.3%
JUNO Lighting,
Incorporated 63,600 1,017,600
============
Automotive & Parts -- 3.2%
Amcast Industrial
Corporation 172,100 3,140,825
Excel Industries, Inc. 238,600 3,340,400
Myers Industries, Inc. 342,454 5,607,679
------------
12,088,904
============
Banking, Savings & Loans -- 6.1%
Astoria Financial
Corporation 102,600 4,681,125
CCB Financial
Corporation 157,100 8,719,050
Keystone Financial,
Inc. 124,500 3,735,000
One Valley Bancorp of
West Virginia, Inc. 85,800 2,681,250
United Carolina
Bancshares
Corporation 101,900 3,439,125
------------
23,255,550
============
Building Materials & Construction -- 0.5%
Apogee Enterprises,
Inc. 114,100 1,939,700
------------
Chemicals -- 2.8%
Lawter International,
Inc. 268,033 $ 3,115,884
Lilly Industries, Inc.
(Class A) 258,575 3,296,831
OM Group, Inc. 125,400 4,153,875
------------
10,566,590
============
Communications -- 2.3%
True North
Communications, Inc. 483,500 8,944,750
------------
Containers -- 3.4%
Chesapeake
Corporation 3,900 115,538
Rock-Tenn Company
(Class A) 355,900 5,783,375
Zero Corporation 402,300 7,140,825
------------
13,039,738
============
Electrical Equipment & Electronics -- 6.2%
Belden, Inc. 293,700 7,562,775
Dallas Semiconductor
Corporation 130,800 2,714,100
Teleflex, Incorporated 128,100 5,252,100
Wyle Laboratories 227,200 7,980,400
X-Rite, Inc. 15,200 214,700
------------
23,724,075
============
Energy -- 2.6%
Natural Gas
Clearinghouse
Corporation 165,595 1,469,656
Production Operators
Corporation 156,100 5,151,300
The Wiser Oil
Company 270,000 3,240,000
------------
9,860,956
============
Foods -- 1.9%
Hudson Foods, Inc. 286,100 4,935,225
Midwest Grain
Products, Inc. 167,100 2,339,400
------------
7,274,625
============
Forest Products & Paper-- 3.0%
Mosinee Paper
Corporation 136,600 $ 3,517,450
Wausau Paper Mills
Company 286,220 7,799,495
------------
11,316,945
============
Gas Distribution -- 2.0%
WICOR, Inc. 237,300 7,652,925
============
Healthcare -- 4.1%
ADAC Laboratories 312,300 3,786,638
Beckman Instruments,
Inc. 113,800 4,025,675
Life Technologies, Inc. 85,000 2,316,250
The West Company,
Incorporated 233,600 5,489,600
------------
15,618,163
============
Household Products -- 0.7%
Oil-Dri Corporation of
America (Class A) 169,350 2,646,094
============
Industrial Transportation -- 3.1%
Arnold Industries, Inc. 438,300 7,615,463
The Greenbrier
Companies, Inc. 351,600 4,263,150
------------
11,878,613
============
Insurance -- 14.2%
ALLIED Group,
Incorporated 230,900 8,312,400
Capital RE Corp. 334,500 10,285,875
Executive Risk, Inc. 266,300 7,722,700
E. W. Blanch Holdings,
Inc. 278,100 6,500,588
Frontier Insurance
Group, Inc. 63,100 2,019,200
National Re
Corporation 281,400 10,693,200
Orion Capital
Corporation 190,637 8,268,880
------------
53,802,843
============
</TABLE>
(Continued)
The accompanying notes are an integral part of the financial statements.
32
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Small Cap Value Equity Fund -- Portfolio of Investments (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Shares Market Value
------ ------------
<S> <C> <C>
Leasing Companies -- 2.1%
Rollins Truck Leasing
Company 715,750 $ 7,962,719
------------
Machinery & Components -- 9.7%
DT Industries, Inc. 244,200 3,296,700
The Gorman-Rupp
Company 128,725 1,995,238
Graco, Incorporated 304,600 9,290,300
Greenfield Industries,
Inc. 358,200 11,193,750
Hardinge, Inc. 164,500 4,277,000
Regal-Beloit
Corporation 297,750 6,476,063
------------
36,529,051
============
Metals & Mining -- 1.2%
Reliance Steel &
Aluminum Company 222,500 4,616,875
------------
Miscellaneous -- 2.0%
Trimas Corporation 407,100 7,684,013
------------
Miscellaneous - Producer -- 0.7%
Federal Signal Corp. 108,509 2,807,670
------------
Office Products -- 0.9%
American Business
Products, Inc. 125,400 3,573,895
------------
Other Services -- 4.5%
Analysts International
Corporation 170,100 5,103,000
Landauer, Inc. 173,900 3,782,325
The Olsten
Corporation 211,650 8,360,175
------------
17,245,500
============
Publishing & Printing -- 4.6%
Banta Corporation 101,100 4,448,400
Houghton Mifflin
Company 184,000 7,912,000
McClatchy
Newspapers, Inc. 227,200 5,197,200
------------
17,557,600
============
Retail -- 2.4%
Arbor Drugs, Inc. 435,000 9,135,000
------------
TOTAL EQUITIES 352,084,758
(Cost $303,826,285) ============
<CAPTION>
Principal
Amounts Market Value
------- ------------
<S> <C> <C>
SHORT-TERM INVESTMENTS -- 8.4%
Commercial Paper
Comdisco, Inc.
5.850% 1/18/1996 $2,160,000 $ 2,154,033
ConAgra, Inc.
6.060% 1/16/1996 2,240,000 2,234,344
ConAgra, Inc.
6.170% 1/10/1996 1,750,000 1,747,301
General Motors
Acceptance
Corporation
5.811% 1/03/1996 305,000 305,492
General Motors
Acceptance
Corporation
5.871% 1/05/1996 475,000 476,394
General Motors
Acceptance
Corporation
6.000% 1/02/1996 3,640,000 3,639,393
MAPCO Inc.
6.200% 1/19/1996 2,835,000 2,826,212
ORIX Credit Alliance,
Inc.
6.000% 1/04/1996 2,770,000 2,768,615
Philip Morris Capital
Corporation
5.930% 1/03/1996 1,825,000 1,824,399
Sonat Inc.
6.030% 1/23/1996 4,200,000 4,184,523
SUPERVALU, Inc.
5.950% 1/05/1996 2,725,000 2,723,198
Textron Financial
Corporation
6.020% 1/17/1996 2,175,000 2,169,181
Textron Financial
Corporation
6.040% 1/22/1996 5,125,000 5,106,943
------------
TOTAL SHORT-TERM
INVESTMENTS 32,160,028
(At Amortized Cost) ============
TOTAL INVESTMENTS -- 100.9% 384,244,786
(Cost $335,986,313)+
Other Assets/
(Liabilities) - (0.9%) (3,437,257)
------------
NET ASSETS -- 100.0% $380,807,529
============
</TABLE>
Notes to Portfolio of Investments
+Aggregate cost for Federal tax purposes (Note 7)
The accompanying notes are an integral part of the financial statements.
33
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Small Cap Value Equity Fund - Financial Statements
- --------------------------------------------------------------------------------
Statement of
Assets and
Liabilities
<TABLE>
<CAPTION>
December 31, 1995
-----------------
<S> <C>
Assets:
Investments, at value (cost $303,826,285) (Note 2)......... $ 352,084,758
Short-term investments, at amortized cost (Note 2)......... 32,160,028
--------------
Total Investments........................................ 384,244,786
Cash....................................................... 1,875
Receivables from:
Investments sold......................................... 1,121,877
Fund shares sold......................................... 375,519
Interest and dividends................................... 569,995
Investment manager (Note 3).............................. 10,906
--------------
Total assets........................................... 386,324,958
--------------
Liabilities:
Payables for:
Investments purchased.................................... 4,245,252
Fund shares redeemed..................................... 1,052,731
Directors' fees and expenses (Note 3).................... 2,286
Affiliates (Note 3):
Investment management fees............................. 176,135
Administration fees.................................... 27,743
Service and distribution fees.......................... 320
Accrued expenses and other liabilities..................... 12,962
--------------
Total liabilities........................................ 5,517,429
--------------
Net assets................................................. $ 380,807,529
==============
Net assets consist of:
Paid-in capital............................................ $ 332,482,866
Undistributed net investment income........................ 99,330
Accumulated net realized loss on investments............... (33,140)
Net unrealized appreciation on investments................. 48,258,473
--------------
$ 380,807,529
==============
Net assets:
Class 1.................................................... $ 172,045
==============
Class 2.................................................... $ 118,339
==============
Class 3.................................................... $ 118,797
==============
Class 4.................................................... $ 380,398,348
==============
Shares outstanding:
Class 1.................................................... 15,094
==============
Class 2.................................................... 10,347
==============
Class 3.................................................... 10,382
==============
Class 4.................................................... 33,253,093
==============
Net asset value, offering price and
redemption price per share:
Class 1.................................................... $ 11.40
==============
Class 2.................................................... $ 11.44
==============
Class 3.................................................... $ 11.44
==============
Class 4.................................................... $ 11.44
==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
34
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Small Cap Value Equity Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statement of
Operations
<TABLE>
<CAPTION>
Year ended
December 31, 1995
-----------------
<S> <C>
Investment income:
Dividends.................................................. $ 6,092,926
Interest................................................... 2,286,334
--------------
Total investment income.................................... 8,379,260
--------------
Expenses (Note 1):
Investment management fees (Note 3)........................ 1,928,743
Custody fees............................................... 46,738
Audit and legal fees....................................... 10,754
Directors' fees (Note 3)................................... 9,667
Fees waived by the investment manager (Note 3)............. (155,450)
--------------
1,840,452
Administration fees (Note 3):
Class 1.................................................. 756
Class 2.................................................. 564
Class 3.................................................. 351
Class 4.................................................. 301,987
Distribution and service fees (Note 3):
Class 1.................................................. 858
Class 2.................................................. 162
--------------
Net expenses........................................... 2,145,130
--------------
Net investment income.................................. 6,234,130
--------------
Realized and unrealized gain (loss):
Net realized gain on investment transactions............... 776,790
Net change in unrealized appreciation (depreciation) on
investments.............................................. 57,391,484
--------------
Net realized and unrealized gain....................... 58,168,274
--------------
Net increase in net assets resulting from operations....... $ 64,402,404
==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
35
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Small Cap Value Equity Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statements of
Changes in Net
Assets
<TABLE>
<CAPTION>
Year ended Period ended
December 31, 1995 December 31, 1994*
----------------- -----------------
<S> <C> <C>
Increase (Decrease) in Net Assets:
Operations:
Net investment income............................................ $ 6,234,130 $ 1,404,497
Net realized gain (loss) on investment transactions.............. 776,790 (809,930)
Net change in unrealized appreciation (depreciation)
on investments.................................................. 57,391,484 (9,133,011)
------------ ------------
Net increase (decrease) in net assets resulting
from operations............................................... 64,402,404 (8,538,444)
------------ ------------
Distributions to shareholders (Note 2):
From net investment income:
Class 1.......................................................... (1,356) (207)
Class 2.......................................................... (1,300) (280)
Class 3.......................................................... (1,672) (323)
Class 4.......................................................... (6,159,231) (1,374,928)
------------ ------------
Total distributions from net investment income.................. (6,163,559) (1,375,738)
------------ ------------
Net fund share transactions (Note 5):
Class 1.......................................................... 51,075 93,207
Class 2.......................................................... 1,300 93,280
Class 3.......................................................... 1,672 99,323
Class 4.......................................................... 11,428,353 1,158,959
------------ ------------
Increase in net assets from net fund share transactions......... 11,482,400 1,444,769
------------ ------------
Total increase (decrease) in net assets.......................... 69,721,245 (8,469,413)
Net assets:
Beginning of period (Note 1)..................................... 311,086,284 319,555,697
------------ ------------
End of period (including undistributed net investment income
of $99,330 and $28,759, respectively)........................... $380,807,529 $311,086,284
============ ============
</TABLE>
* For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
The accompanying notes are an integral part of the financial statements.
36
<PAGE>
- --------------------------------------------------------------------------------
MassMutual Small Cap Value Equity Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
--------- ---------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.69 $ 10.00 $ 9.70 $ 10.00
---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income 0.06 0.02 0.13 0.03
Net realized and unrealized gain (loss) on investments 1.74 (0.31) 1.74 (0.30)
---------- ---------- ---------- ----------
Total income (loss) from investment operations 1.80 (0.29) 1.87 (0.27)
---------- ---------- ---------- ----------
Less distributions to shareholders:
From net investment income (0.09) (0.02) (0.13) (0.03)
---------- ---------- ---------- ----------
Net asset value, end of period $ 11.40 $ 9.69 $ 11.44 $ 9.70
========== ========== ========== ==========
Total Return 18.58% (2.89)% 19.25% (2.72)%
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 172 $ 99 $ 118 $ 99
Net expenses to average daily net assets 1.75%# 1.75%#* 1.20%# 1.20%#*
Net investment income to average daily net assets 0.63% 1.14%* 1.19% 1.69%*
Portfolio turnover rate 28% 4% 28% 4%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.79% 1.81%* 1.24% 1.26%*
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
--------- ---------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.70 $ 10.00 $ 9.69 $ 10.00
---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income 0.16 0.03 0.19 0.04
Net realized and unrealized gain (loss) on investments 1.74 (0.30) 1.75 (0.31)
---------- ---------- ---------- ----------
Total income (loss) from investment operations 1.90 (0.27) 1.94 (0.27)
---------- ---------- ---------- ----------
Less distributions to shareholders:
From net investment income (0.16) (0.03) (0.19) (0.04)
---------- ---------- ---------- ----------
Net asset value, end of period $ 11.44 $ 9.70 $ 11.44 $ 9.69
========== ========== ========== ==========
Total Return 19.62% (2.68)% 20.01%+ (2.66)%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $ 119 $ 99 $380,398 $310,789
Net expenses to average daily net assets 0.85%# 0.85%#* 0.6110%# 0.6110%#*
Net investment income to average daily net assets 1.54% 2.09%* 1.78% 1.78%*
Portfolio turnover rate 28% 4% 28% 4%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 0.89% 0.91%* 0.6553% 0.6681%*
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
The accompanying notes are an integral part of the financial statements.
37
<PAGE>
- --------------------------------------------------------------------------------
MassMutual International Equity Fund - Portfolio of Investments
- --------------------------------------------------------------------------------
Portfolio of Investments
December 31, 1995
<TABLE>
<CAPTION>
Number of
Shares Market Value
--------- ------------
<S> <C> <C>
EQUITIES - 100.0%
Automobiles -- 3.6%
Ciadea S. A @. 255,350 $ 1,328,075
Mahindra & Mahindra
Ltd., GDR 140,711 832,322
Mitsubishi Motors
Corp. 300,000 2,445,900
Volkswagen AG 10,000 3,360,636
-----------
7,966,933
-----------
Banking -- 5.0%
ABN Amro Holding
N.V. 25,000 1,140,058
Banco Bradesco SA,
Preference 149,995,000 1,304,957
Banco Frances del Rio
de la Plata S.A., ADR 115,000 3,090,625
Banco Wiese,
Sponsored ADR 137,631 860,194
Bil GT Gruppe AG @ 2,500 1,477,425
HSBC Holdings PLC 126,506 1,914,289
Skandinaviska Enskilda
Banken Group 150,000 1,244,865
-----------
11,032,413
-----------
Broadcasting -- 0.1%
Grupo Televisa S.A.,
Sponsored ADR 7,500 168,750
-----------
Commercial Services -- 1.7%
BIS SA @ 51,896 3,852,100
-----------
Computers & Office Equipment -- 2.0%
Baan Company, N. V. @ 20,000 905,000
CSK Corp. 50,000 1,565,655
Ines Corp. @ 60,000 1,099,350
Misys PLC @ 100,000 884,980
-----------
4,454,985
-----------
Conglomerates -- 0.6%
Cie Generale Des
Eaux 10,000 999,718
Commercial del Plata
SA @ 141,000 373,721
-----------
1,373,439
-----------
<CAPTION>
Number of
Shares Market Value
--------- ------------
<S> <C> <C>
Defense Contractors -- 0.9%
Mitsubishi Heavy
Industries, Ltd. ADR 250,000 $ 1,994,625
-----------
Drugs -- 7.5%
Altana AG 1,500 875,093
Astra AB Free, Series
A 75,000 2,998,995
Biocompatibles
International PLC @ 175,000 1,282,435
Sankyo Co. Ltd. 175,000 3,935,943
Sanofi SA 52,998 3,401,793
Takeda Chemical
Industries Ltd. 250,000 4,120,125
-----------
16,614,384
-----------
Electric Utilities -- 1.4%
Capex SA, GDR 76,000 1,102,000
Korea Electric Power
Corporation 50,000 1,985,235
-----------
3,087,235
-----------
Electrical Equipment & Electronics -- 14.5%
Austria Mikro
Systeme International
AG 10,800 1,753,478
Keyence Corporation @ 15,000 1,730,460
LEM Holdings SA 6,892 2,437,789
Matsushita Electric
Industrial Company
Ltd. 175,000 2,850,155
Murata Mfg Company
Ltd. 100,000 3,683,890
Omron Corp. 115,000 2,653,372
Rohm Company 40,000 2,260,748
SGS-Thomson
Microelectronics N.V. @ 83,800 3,372,950
Siliconware Precision
Industries Company,
GDR @ 75,000 1,245,000
Uniden Corporation 200,000 3,354,280
Ushio, Inc. 150,000 1,788,615
Yamatake-Honeywell 70,000 1,085,777
Yokogawa Electric
Corp. 400,000 3,784,680
-----------
32,001,194
-----------
<CAPTION>
Number of
Shares Market Value
--------- ------------
<S> <C> <C>
Entertainment -- 4.1%
Filmes Lusomundo SA 52,300 $ 560,159
Nintendo Co. Ltd. 97,100 7,389,456
Television Broadcasts
Ltd. 300,000 1,068,930
----------
9,018,545
----------
Financial Services -- 4.0%
Internationale
Nederlanden Groep NV @ 35,000 2,340,625
Nomura Securities
Company Ltd. 250,000 5,453,125
Turkiye Granti
Bankasi AS 112,000 937,955
----------
8,731,705
----------
Food & Beverage -- 9.9%
Allied Domecq PLC 300,800 2,451,851
Cadbury Schweppes
PLC 250,000 2,063,000
Grand Metropolitan
PLC @ 150,000 1,079,445
Groupe Danone 13,000 2,147,891
Hellenic Bottling Co.,
S.A. 28,240 925,128
LVMH Moet Hennessy
Louis Vuitton 17,000 3,545,738
Nestle SA 2,500 2,772,345
Nutricia Vereenigde
Bedrijven N. V. @ 15,000 1,214,606
PT Indofood Sukses
Makmur 287,500 1,383,163
Remy Cointreau 80,000 2,551,944
Sermsuk Public
Company Ltd. @ 50,000 940,875
Universal Robina
Corporation 1,500,000 743,400
----------
21,819,386
----------
</TABLE>
(Continued)
The accompanying notes are an integral part of the financial statements.
38
<PAGE>
- --------------------------------------------------------------------------------
MassMutual International Equity Fund - Portfolio of Investments (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Shares Market Value
--------- ------------
<S> <C> <C>
Forest Products & Paper -- 1.5%
Aracruz Celulose S.
A., ADR 125,000 $ 968,750
Herlitz International
Trading AG 3,000 1,079,456
Herlitz International
Trading AG (New) @ 600 199,123
Rottneros Bruks AB
Free 1,000,000 1,056,200
-----------
3,303,529
-----------
Healthcare -- 2.3%
Ciba-Geigy AG @ 4,500 3,969,494
Rhoen-Klinikum AG,
Non-Voting Preference 11,520 1,006,095
-----------
4,975,589
-----------
Household Products -- 2.5%
Kao Corporation @ 180,000 2,233,602
Philips Electronics NV 60,000 2,170,944
Srithai Superware Co.
Ltd. 175,000 1,167,163
-----------
5,571,709
-----------
Industrial Services -- 2.3%
IHC Caland N. V. 70,000 2,358,090
JGC Corp. 250,000 2,641,725
-----------
4,999,815
-----------
Insurance -- 5.7%
Mapfre Vida Seguros 15,000 890,235
Marschollek,
Lautenschlaeger und
Partner AG 4,000 2,766,761
Reinsurance Australia
Corp. Ltd. 2,050,000 4,544,229
Schweiz-
Ruckversicherungs-G 2,000 2,332,593
Skandia Forsakrings
AB 80,000 2,166,824
-----------
12,700,642
-----------
Machinery & Components -- 5.7%
Bucher Holding AG, B
Shares 1,750 1,003,780
Gildemeister AG @ 20,000 1,816,560
Mori Seiki Co. Ltd. 100,000 2,258,800
Powerscreen
International PLC 649,900 3,909,993
Traub AG @ 16,000 1,453,248
Valmet Corp., Cl. A 90,000 2,259,315
-----------
12,701,696
-----------
<CAPTION>
Number of
Shares Market Value
--------- ------------
<S> <C> <C>
Manufacturing -- 0.9%
Bobst, Bearers AG @ 1,250 $ 1,955,416
-----------
Medical Products -- 0.7%
Elekta Instrument AB
Free, Series B 40,000 1,605,500
-----------
Metals & Mining -- 1.3%
Hoganas AB Cl. B 100,000 2,927,320
-----------
Office Products -- 0.8%
Canon USA, Inc. 100,000 1,812,860
-----------
Oil & Gas -- 4.2%
Awilco AS, B Shares 151,250 1,400,484
Cie Fen de Geophysiqe @ 20,000 658,434
Coflexip SA,
Sponsored ADR 70,000 1,321,250
Expro International
Group PLC 250,000 1,024,700
Smedvig AS 100,000 2,026,000
Transocean AS @ 137,000 2,374,457
Transportadora de Gas
del Sur SA 29,400 378,525
-----------
9,183,850
-----------
Publishing & Printing -- 1.5%
News Corp. Ltd., ADR 100,000 2,137,500
Wattachak Company,
Ltd. 750,000 1,190,925
-----------
3,328,425
-----------
Real Estate -- 1.3%
Irsa Inversiones Y
Represent 514,404 1,296,503
National Mutual
Property & Trust 1,816,000 1,644,025
-----------
2,940,528
-----------
Retail -- 3.0%
Giordano International
Ltd. 1,000,000 853,600
Moebel Walther AG,
Preference 40,000 1,313,512
Prodega AG 800 1,008,125
VBH - Vereinigter
Baubeschlag Handel
AG 12,500 3,493,384
-----------
6,668,621
-----------
Retail - Grocery -- 3.4%
FamilyMart Co. @ 55,000 2,484,686
Ito-Yokado Co. Ltd. 40,000 2,466,268
Jusco Co. 100,000 2,607,810
-----------
7,558,764
-----------
<CAPTION>
Number of
Shares Market Value
--------- ------------
<S> <C> <C>
Telecommunications -- 5.7%
Amper SA @ 80,000 $ 946,288
CPT Telefonica del
Peru S. A. 1,600,000 3,438,240
DDI Corporation 250 1,938,892
Korea Mobile
Telecommunications
Corporation 2,000 2,256,856
Millicom International
Cellular SA @ 37,500 1,143,750
Petersburg Long
Distance, Inc. @ 109,000 517,750
Technology Resources
Industries Berhad @ 400,000 1,181,600
Tele Danmark A/S @ 20,000 1,093,506
-----------
12,516,882
-----------
Textiles -- 0.4%
Gucci Group NV @ 25,000 971,875
-----------
Tobacco -- 1.0%
B. A. T. Industries
PLC @ 250,000 2,202,750
-----------
Transportation -- 0.5%
Lisnave-Estaleiros
Navais de Lisbona SA @ 355,000 998,083
-----------
TOTAL EQUITIES 221,039,548
(Cost $210,698,378) -----------
RIGHTS -- 0.0%
Banking
Banco Bradesco SA,
Preference @ 3,507,185 6,491
-----------
TOTAL RIGHTS 6,491
-----------
TOTAL INVESTMENTS -- 100.0% 221,046,039
(Cost $210,698,378)+
Other Assets/
(Liabilities) - (0.0%) (22,451)
-----------
NET ASSETS -- 100.0% $221,023,588
------------
</TABLE>
Notes to Portfolio of Investments
@Non-income producing security
+Aggregate cost for Federal tax purposes (Note 7)
ADR: American Depository Receipt
GDR: Global Depository Receipt
GDS: Global Depository Shares
The accompanying notes are an integral part of the financial statements.
39
<PAGE>
- --------------------------------------------------------------------------------
MassMutual International Equity Fund -- Financial Statements
- --------------------------------------------------------------------------------
Statements of
Assets and
Liabilities
<TABLE>
<CAPTION>
December 31, 1995
-----------------
<S> <C>
Assets:
Investments, at value (cost $210,698,378) (Note 2)....................................... $ 221,046,039
Cash..................................................................................... 434,723
Foreign currency, at value (cost $549,255)............................................... 552,385
Receivables from:
Open forward foreign currency contracts (Note 2)....................................... 1,017,857
Fund shares sold....................................................................... 552,981
Interest and dividends................................................................. 50,580
Foreign taxes withheld................................................................. 117,555
Investment manager (Note 3)............................................................ 5,050
-----------------
Total assets......................................................................... 223,777,170
-----------------
Liabilities:
Payables for:
Investments purchased.................................................................. 2,412,871
Fund shares redeemed................................................................... 134,556
Directors' fees and expenses (Note 3).................................................. 2,286
Affiliates (Note 3):
Investment management fees........................................................... 154,168
Administration fees.................................................................. 17,740
Service and distribution fees........................................................ 218
Accrued expenses and other liabilities................................................... 31,743
-----------------
Total liabilities.................................................................... 2,753,582
-----------------
Net assets............................................................................... $ 221,023,588
=================
Net assets consist of:
Paid-in capital.......................................................................... $ 226,930,254
Distributions in excess of net investment income......................................... (215,389)
Accumulated net realized loss on investments and
foreign currency translations.......................................................... (17,063,339)
Net unrealized appreciation on investments, forward foreign currency
contracts, foreign currency and other assets and liabilities........................... 11,372,062
-----------------
$ 221,023,588
=================
Net assets:
Class 1.................................................................................. $ 111,643
=================
Class 2.................................................................................. $ 96,769
=================
Class 3.................................................................................. $ 96,908
=================
Class 4.................................................................................. $ 220,718,268
=================
Shares outstanding:
Class 1.................................................................................. 11,708
=================
Class 2.................................................................................. 10,120
=================
Class 3.................................................................................. 10,129
=================
Class 4.................................................................................. 23,044,249
=================
Net asset value, offering price and
redemption price per share:
Class 1.................................................................................. $ 9.54
=================
Class 2.................................................................................. $ 9.56
=================
Class 3.................................................................................. $ 9.57
=================
Class 4.................................................................................. $ 9.58
=================
</TABLE>
The accompanying notes are an integral part of the financial statements.
40
<PAGE>
- --------------------------------------------------------------------------------
MassMutual International Equity Fund -- Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statement of
Operations
<TABLE>
<CAPTION>
Year ended
December 31, 1995
-----------------
<S> <C>
Investment income:
Dividends (net of withholding tax of $318,018)........................................... $ 2,634,137
Interest................................................................................. 640,847
----------------
Total investment income................................................................ 3,274,984
----------------
Expenses (Note 1):
Investment management fees (Note 3)...................................................... 1,580,088
Custody fees............................................................................. 256,098
Audit and legal fees..................................................................... 5,771
Directors' fees (Note 3)................................................................. 10,779
Fees waived by the investment manager (Note 3)........................................... (170,788)
----------------
1,681,948
Administration fees (Note 3):
Class 1................................................................................ 604
Class 2................................................................................ 515
Class 3................................................................................ 421
Class 4................................................................................ 180,405
Distribution and service fees (Note 3):
Class 1................................................................................ 660
Class 2................................................................................ 142
----------------
Net expenses......................................................................... 1,864,695
----------------
Net investment income................................................................ 1,410,289
----------------
Realized and unrealized gain (loss) from investments
and foreign currency:
Net realized gain (loss) on:
Investment transactions................................................................ (13,880,300)
Foreign currency transactions.......................................................... 2,200,060
----------------
Net realized loss.................................................................... (11,680,240)
Net change in unrealized appreciation (depreciation) on:
Investments............................................................................ 18,910,059
Translation of assets and liabilities in foreign currencies............................ 1,029,057
----------------
Net unrealized gain.................................................................. 19,939,116
----------------
Net realized and unrealized gain from investments and foreign currency............... 8,258,876
----------------
Net increase in net assets resulting from operations..................................... $ 9,669,165
================
</TABLE>
The accompanying notes are an integral part of the financial statements.
41
<PAGE>
- --------------------------------------------------------------------------------
MassMutual International Equity Fund -- Financial Statements (Continued)
- --------------------------------------------------------------------------------
Statement of
Changes in Net
Assets
<TABLE>
<CAPTION>
Year ended Period ended
December 31, 1995 December 31, 1994*
----------------- -----------------
<S> <C> <C>
Increase (Decrease) in Net Assets:
Operations:
Net investment income............................................................... $ 1,410,289 $ 15,124
Net realized loss on investment and
foreign currency transactions..................................................... (11,680,240) (3,065,246)
Net change in unrealized appreciation (depreciation)
on investments and translation of assets and liabilities
in foreign currencies............................................................. 19,939,116 (8,567,054)
---------------- -----------------
Net increase (decrease) in net assets resulting
from operations................................................................. 9,669,165 (11,617,176)
---------------- -----------------
Distributions to shareholders (Note 2):
From net investment income:
Class 1............................................................................. -- --
Class 2............................................................................. (195) --
Class 3............................................................................. (467) --
Class 4............................................................................. (1,565,611) --
---------------- -----------------
Total distributions from net investment income.................................... (1,566,273) --
---------------- -----------------
In excess of net investment income:
Class 1............................................................................. (830) --
Class 2............................................................................. (952) --
Class 3............................................................................. (947) --
Class 4............................................................................. (2,389,653) --
---------------- -----------------
Total distributions in excess of net investment income............................ (2,392,382) --
---------------- -----------------
Net fund share transactions (Note 5):
Class 1............................................................................. 16,103 93,000
Class 2............................................................................. 1,191 93,000
Class 3............................................................................. 1,430 99,000
Class 4............................................................................. 64,817,475 9,865,319
---------------- -----------------
Increase in net assets from net fund share transactions........................... 64,836,199 10,150,319
---------------- -----------------
Total increase (decrease) in net assets............................................. 70,546,709 (1,466,857)
Net assets:
Beginning of period (Note 1)........................................................ 150,476,879 151,943,736
---------------- -----------------
End of period (including distributions in excess of net
investment income of $215,389 and undistributed
net investment income of $15,124, respectively)................................... $ 221,023,588 $ 150,476,879
================ =================
</TABLE>
* For the period from October 3, 1994 (commencement of operations)
through December 31, 1994.
The accompanying notes are an integral part of the financial statement.
42
<PAGE>
- --------------------------------------------------------------------------------
MassMutual International Equity Fund - Financial Statements (Continued)
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Class 1 Class 2
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $9.25 $10.00 $ 9.26 $10.00
---------- ---------- ---------- ------------
Income (loss) from investment operations:
Net investment income (0.03) (0.02) 0.02 (0.01)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 0.40 (0.73) 0.40 (0.73)
---------- ---------- ---------- ----------
Total income (loss) from investment operations 0.37 (0.75) 0.42 (0.74)
---------- ---------- ---------- ----------
Less distributions to shareholders:
From net investment income -- -- (0.02) --
In excess of net investment income (0.08) -- (0.10) --
---------- ---------- ---------- ----------
Total distributions (0.08) -- (0.12) --
---------- ---------- ---------- ----------
Net asset value, end of period $9.54 $9.25 $9.56 $9.26
========== ========== ========== ===========
Total Return 3.96% (7.50)% 4.52% (7.40)%
Ratios / Supplemental Data:
Net assets, end of period (000's) $112 $93 $97 $93
Net expenses to average daily net assets 2.15%# 2.15%#* 1.60%# 1.60%#*
Net investment income to average daily net assets (0.40)% (1.10)%* 0.19% (0.55)%*
Portfolio turnover rate 121% 18% 121% 18%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 2.24% 2.24%* 1.69% 1.69%*
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Class 3 Class 4
------- -------
Year ended Period ended Year ended Period ended
12/31/95 12/31/94** 12/31/95 12/31/94**
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $9.27 $10.00 $9.28 $10.00
-------- ---------- ------- ----------
Income (loss) from investment operations:
Net investment income 0.04 (0.00) 0.07 0.00
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 0.40 (0.73) 0.41 (0.72)
-------- ---------- ------- ----------
Total income (loss) from investment operations 0.44 (0.73) 0.48 (0.72)
-------- ---------- ------- ----------
Less distributions to shareholders:
From net investment income (0.05) -- (0.07) --
In excess of net investment income (0.09) -- (0.11) --
-------- ---------- -------- ----------
Total distributions (0.14) -- (0.18) --
-------- ---------- ------- ----------
Net asset value, end of period $9.57 $9.27 $9.58 $9.28
======== ========== ======= ==========
Total Return 4.78% (7.30)% 5.13%+ (7.20)%+
Ratios / Supplemental Data:
Net assets, end of period (000's) $97 $93 $220,718 $150,199
Net expenses to average daily net assets 1.35%# 1.35%#* 1.0020%# 1.0020%#*
Net investment income to average daily net assets 0.45% (0.30)%* 0.76% 0.04%*
Portfolio turnover rate 121% 18% 121% 18%
#Computed after giving effect to the reduction in
management fee by MassMutual. Without this reduction of
fees by the investment manager, the ratio of expenses
to average daily net assets would have been: 1.44% 1.44%* 1.0920% 1.0877%*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Annualized
**For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
+Employee retirement benefit plans that invest plan assets in the Separate
Investment Accounts (SIAs) may be subject to certain charges as set forth in
their respective Plan Documents. Total return figures would be lower for the
periods presented if they reflected these charges.
The accompanying notes are an integral part of the financial statements.
43
<PAGE>
- --------------------------------------------------------------------------------
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. The Trust MassMutual Institutional Funds (the "Trust") is
registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end, diversified
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 28, 1993, as amended.
The Trust consists of seven separate series of shares
(each individually referred to as a "Fund" or
collectively as the "Funds"), each having four classes
of shares: Class 1, Class 2, Class 3 and Class 4. Class
1, Class 2 and Class 3 shares of each Fund are offered
primarily to employer-sponsored defined contribution
plans that satisfy the qualification requirements of
Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). Class 4 shares of each Fund are
available only to separate investment accounts ("SIAs")
of Massachusetts Mutual Life Insurance Company
("MassMutual") in which corporate qualified plans
including defined contribution plans and defined benefit
plans are permitted to invest pursuant to the issuance
of group annuity contracts. The Funds are MassMutual
Prime Fund ("Prime Fund"), MassMutual Short-Term Bond
Fund ("Short-Term Bond Fund"), MassMutual Core Bond Fund
("Core Bond Fund"), MassMutual Balanced Fund ("Balanced
Fund"), MassMutual Value Equity Fund ("Value Equity
Fund"), MassMutual Small Cap Value Equity Fund ("Small
Cap Value Equity Fund"), and MassMutual International
Equity Fund ("International Equity Fund").
The Trust commenced operations on October 3, 1994, prior
to which its only activity was the receipt of a $107,000
investment from MassMutual and a $2,848,337,441 transfer
of Class 4 shares of the Funds in exchange for the
assets of certain MassMutual separate accounts and the
assumption of any liabilities attributable to those
assets. Accordingly, beginning net assets as of October
3, 1994 (commencement of operations) reflect these
amounts. This exchange was nontaxable, whereby the
carryover basis and holding period of the assets
exchanged was the same immediately after the exchange.
On November 2, 1994 MassMutual invested an additional
$1,995,000 in Classes 1, 2 and 3 of the Funds.
2. Significant The following is a summary of significant accounting
Accounting policies followed consistently by each Fund in the
Policies preparation of the financial statements in conformity
with 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 Equity securities are valued on the basis of valuations
Valuation furnished by a pricing service, authorized by the Board
of Trustees, which provides the last reported sale price
for securities listed on a national securities exchange
or on the NASDAQ national market system, or in the case
of over-the-counter securities not so listed, the last
reported bid price. Debt securities (other than short-
term obligations with a remaining maturity of sixty days
or less) are valued on the basis of valuations furnished
by a pricing service, authorized by the Board of
Trustees, which determines valuations taking into
account appropriate factors such as institutional-size
trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading
characteristics and other market data. Money market
obligations with a remaining maturity of sixty days or
less are valued at either amortized cost or at original
cost plus accrued interest, whichever approximates
current market value. All other securities and other
assets, including debt securities for which the prices
supplied by a pricing agent are deemed by MassMutual not
to be representative of market values, and including
restricted securities and securities for which no market
quotation is available, are valued at fair value in
accordance with procedures approved by and determined in
good faith by the Trustees although the actual
calculation may be done by others.
Portfolio securities traded on more than one United
States ("U.S.") national securities exchange or foreign
securities exchange are valued at the last price on the
business day as of which such value is being determined
at the close of the exchange representing the principal
market for such securities. All assets and liabilities
expressed in foreign currencies will be converted into
U.S. dollars at the mean between the buying and selling
rates of such currencies against U.S. dollars last
quoted by any major bank. If such quotations are not
available, the rate of exchange will be determined in
accordance with policies established by the Trustees.
44
<PAGE>
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
- --------------------------------------------------------------------------------
Accounting for Investment transactions are accounted for on the trade
Investments date. Realized gains and losses on sales of investments
and unrealized appreciation and depreciation of
investments are computed on the specific identification
cost method. Interest income, adjusted for amortization
of discounts and premiums on investments, is earned from
the settlement date and is recorded on the accrual
basis. Dividend income is recorded on the ex-dividend
date.
Federal Income Tax It is each Fund's intent to comply with the provisions
of subchapter M of the Code applicable to a regulated
investment company. Under such provisions, the Funds
will not be subject to federal income taxes on their
ordinary income and net realized capital gain to the
extent they are distributed or deemed to have been
distributed to their shareholders. Therefore, no Federal
income tax provision is required.
Dividends and Dividends from net investment income and distributions
Distributions to of any net realized capital gains of each Fund are
Shareholders 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. These differences are primarily due to
investments in forward contracts, passive foreign
investment companies, the deferral of wash sale losses,
and paydowns on certain mortgage-backed securities. As a
result, net investment income (loss) and net realized
gain (loss) on investment transactions for a reporting
period may differ significantly from distributions
during such period. Accordingly, the Funds may
periodically make reclassifications among certain of
their capital accounts without impacting the net asset
value of the Funds.
Foreign Currency The books and records of the Funds are maintained in
Translation 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 recorded on the books of the Funds and the
amount actually received.
Forward Foreign Each Fund may enter into forward foreign currency
Currency Contracts contracts in order to convert foreign denominated
securities or obligations to U.S. dollar denominated
investments. The International Equity Fund may engage in
such transactions to manage the value of portfolio
holdings against future movements in certain foreign
currency exchange rates. A forward foreign currency
contract is an agreement between two parties to buy and
sell a currency at a set price on a future date. The
market value of a forward currency contract fluctuates
with changes in forward foreign currency exchange rates.
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. 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.
Forward foreign currency contracts involve a risk of
loss from the potential inability of counterparties to
meet the terms of their contracts and from unanticipated
movements in foreign currency values and interest rates.
45
<PAGE>
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
- --------------------------------------------------------------------------------
The notional or contractual amounts of these instruments
represent the investments the Funds have in particular
classes of financial instruments and 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 are considered. A summary of
obligations for the International Equity Fund under
these financial instruments at December 31, 1995 is as
follows:
<TABLE>
<CAPTION>
In
Contracts Exchange Unrealized
Settlement to Units of for U.S. Contracts at Appreciation
Date Deliver/Receive Currency Dollars Value (Depreciation)
---------- --------------- -------- -------- ------------ --------------
<S> <C> <C> <C> <C> <C>
BUYS
1/02/96 Greek Drachma 12,008,264 $ 50,876 $ 50,759 $ (117)
1/03/96 Greek Drachma 32,050,046 135,776 135,477 (299)
1/04/96 Japanese Yen 46,818,212 457,209 453,877 (3,332)
1/05/96 Japanese Yen 123,021,296 1,194,034 1,192,625 (1,409)
----------
(5,157)
SELLS
1/16/96 Japanese Yen 4,007,200,000 39,870,653 38,847,639 1,023,014
----------
$1,017,857
==========
</TABLE>
Forward Each Fund may purchase or sell securities on a "when
Commitments issued" or delayed delivery or on a forward commitment
basis. The Funds use forward commitments to manage
interest rate exposure or as a temporary substitute for
purchasing or selling particular debt securities.
Forward commitments are not used for purposes of
trading. Delivery and payment for securities purchased
on a forward commitment basis can take place a month or
more after the date of the transaction. The Funds
instruct the custodian to segregate assets in a separate
account with a current market value at least equal to
the amount of its forward purchase commitments. The
price of the underlying security and the date when the
securities will be delivered and paid for are fixed at
the time the transaction is negotiated. The value of the
forward commitment is determined by management using a
commonly accepted pricing model and fluctuates based
upon changes in the value of the underlying security and
market repurchase rates. Such rates equate the
counterparty's cost to purchase and finance the
underlying security to the earnings received on the
security and forward delivery proceeds. The Funds record
on a daily basis the unrealized
appreciation/depreciation based upon changes in the
value of the forward commitment. When a forward
commitment contract is closed, 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. Forward commitments involve a risk of loss
if the value of the security to be purchased declines
prior to the settlement date. The Funds could also be
exposed to loss if they cannot close out their forward
commitments because of an illiquid secondary market, or
the inability of counterparties to perform. The Funds
monitor exposure to ensure counterparties are
creditworthy and concentration of exposure is minimized.
A summary of open obligations under these forward
commitments at December 31, 1995, is as follows:
<TABLE>
<CAPTION>
Forward Expiration Aggregate
Commitment of Face Value Market Unrealized
Contracts to Buy Contracts of Contracts Cost Value Appreciation
---------------- --------- ------------ ---- ----- ------------
<S> <C> <C> <C> <C> <C>
Core Bond Fund
U.S. Treasury Note
6.500% 8/15/2005 February 1996 $13,750,000 $14,239,844 $14,634,675 $394,831
Balanced Fund
U.S. Treasury Note
6.500% 8/15/2005 February 1996 5,600,000 5,812,625 5,960,304 147,679
</TABLE>
46
<PAGE>
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
- --------------------------------------------------------------------------------
Allocation of In maintaining the records for the Funds, the income and
Operating Activity expense accounts are allocated to each class of shares.
Investment income, unrealized and realized gains or
losses are prorated among the classes of shares based on
the relative net assets of each. Expenses are allocated
to each class of shares depending on the nature of the
expenditures. Administration and distribution and
service fees, which are directly attributable to a class
of shares, are charged to that class' 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. Total expenses
per class are currently limited to a percentage of
average daily net assets, as discussed in Note 3.
3. Management
Fees and Other
Transactions
With Affiliates
Investment Under an agreement between the Trust and MassMutual,
Management Fees MassMutual is responsible for providing investment
management of each Fund. In return for this service,
MassMutual receives advisory fees monthly based upon
each Fund's average daily net assets at the following
annual rates:
<TABLE>
<S> <C>
Prime Fund .45%
Short-Term Bond Fund .45%
Core Bond Fund .45%
Balanced Fund .45%
Value Equity Fund .45%
Small Cap Value Equity Fund .55%
International Equity Fund .85%
</TABLE>
MassMutual has entered into investment sub-advisory
agreements with two subsidiaries: Concert Capital
Management, Inc. ("Concert Capital") and HarbourView
Asset Management Corporation ("HarbourView"). These
agreements provide that (1) Concert Capital will manage
the investment and reinvestment of the assets of the
Value Equity Fund, the Small Cap Value Equity Fund and
the Value Equity sector of the Balanced Fund, and (2)
HarbourView will manage the investment and reinvestment
of the assets of the International Equity Fund.
MassMutual pays Concert Capital a fee equal to an annual
rate of .13% of the average daily net asset value of the
Value Equity Fund and the Value Equity sector of the
Balanced Fund and .25% of the average daily net asset
value of the Small Cap Value Equity Fund. MassMutual
pays HarbourView a fee equal to an annual rate of .50%
of the average daily net asset value of the
International Equity Fund.
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 monthly based upon the
average daily net assets of the applicable class of
shares of the Fund at the following annual rates:
<TABLE>
<CAPTION>
Class 1 Class 2 Class 3 Class 4
------- ------- ------- -------
<S> <C> <C> <C> <C>
Prime Fund .5628% .5128% .3152% .0812%
Short-Term Bond Fund .5568% .5068% .3092% .0782%
Core Bond Fund .5688% .5188% .3212% .0842%
Balanced Fund .5708% .5208% .3232% .0852%
Value Equity Fund .5814% .5314% .3338% .0905%
Small Cap Value Equity Fund .5728% .5228% .3252% .0862%
International Equity Fund .5948% .5448% .4448% .0972%
</TABLE>
47
<PAGE>
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
- --------------------------------------------------------------------------------
Distribution and Oppenheimer Funds Distributor, Inc. ("Oppenheimer") acts
Service Fees as distributor to each Fund. MML Investor Services, Inc.
("MMLISI") serves as sub-distributor to each Fund.
Oppenheimer and MMLISI are subsidiaries of MassMutual.
Oppenheimer is paid a distribution fee with respect to
Class 1 and Class 2 at the annual rate of .40% and .15%,
respectively, of the value of average daily net assets
attributable to those classes of shares of which a
portion is subsequently allocated to MMLISI. The Funds
do not pay any fees directly to MMLISI. MassMutual is
also paid a fee for shareholder services with respect to
Class 1 shares of the Funds at the annual rate of .25%
of the value of the average daily net assets of the
respective class of each Fund. These fees are authorized
pursuant to separate service and distribution plans for
each of the classes of shares adopted by the Funds
pursuant to Rule 12b-1 under the Investment Company Act
and are used by Oppenheimer to cover expenses primarily
intended to result in the sale of those shares of the
Funds.
Expense Limitations MassMutual has voluntarily agreed to waive a portion of
its management fee to the extent that the aggregate
annual operating expenses incurred during the year
exceed the following percentages of the average daily
net assets:
<TABLE>
<CAPTION>
Class 1 Class 2 Class 3 Class 4
------- ------- ------- -------
<S> <C> <C> <C> <C>
Prime Fund 1.65% 1.10% .75% .5160%
Short-Term Bond Fund 1.65% 1.10% .75% .5190%
Core Bond Fund 1.65% 1.10% .75% .5130%
Balanced Fund 1.65% 1.10% .75% .5120%
Value Equity Fund 1.65% 1.10% .75% .5067%
Small Cap Value Equity Fund 1.75% 1.20% .85% .6110%
International Equity Fund 2.15% 1.60% 1.35% 1.002%
</TABLE>
MassMutual's management fee for the year ended December
31, 1995 was $16,120,903, of which $1,545,588 was
reimbursed to the Funds.
Other Certain officers and directors of the Funds are also
officers of MassMutual. The compensation of unaffiliated
directors of the Funds is borne by the Funds.
At December 31, 1995, MassMutual or separate investment
accounts thereof owned all of the outstanding shares of
the Trust except 4,818, 4,620, 4,777, and 1,624 shares
of the Core Bond Fund, Balanced Fund, Small Cap Value
Equity Fund, and International Equity Fund,
respectively.
4. Purchases And Cost of purchases and proceeds from sales of investment
Sales Of securities (excluding short-term investments) for the
Investments year ended December 31, 1995 were as follows:
<TABLE>
<CAPTION>
Long-term U.S.
Government Other Long-term
Securities Securities
-------------- ---------------
<S> <C> <C> <C>
Purchases Short-Term Bond Fund $ 71,135,219 $ 12,260,217
Core Bond Fund 125,513,851 66,690,296
Balanced Fund 12,772,828 44,986,409
Value Equity Fund -- 293,276,444
Small Cap Value Equity Fund -- 86,777,430
International Equity Fund -- 294,912,043
Sales Short-Term Bond Fund $127,890,766 $ 13,571,866
Core Bond Fund 143,529,176 35,754,558
Balanced Fund 21,872,738 46,166,634
Value Equity Fund -- 271,140,722
Small Cap Value Equity Fund -- 91,904,478
International Equity Fund -- 213,930,084
</TABLE>
48
<PAGE>
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
- --------------------------------------------------------------------------------
5. Capital Share The Funds are authorized to issue an unlimited number of
Transactions shares, with no par value, in one or more of four
classes of shares: Class 1, Class 2, Class 3 and Class
4. Class 1 and Class 2 shares of each Fund are subject
to distribution and service fees. Class 3 shares are not
subject to any distribution or service fees. SIA
Investors purchase Class 4 shares directly from the
Funds and pay no distribution or service fees. Changes
in shares outstanding for each Fund are as follows:
<TABLE>
<CAPTION>
Class 1 Class 2
Year ended Year ended Year ended Period ended
December 31, 1995 December 31, 1994*@ December 31, 1995 December 31, 1994*@
Shares Amount Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Prime Fund
Sold -- -- 618 $93,000 -- -- 618 $93,000
Issued as reinvestment
of dividends 28 4,178 5 702 32 4,746 5 778
Redeemed -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Net increase 28 $ 4,178 623 $93,702 32 $4,746 623 $93,778
======= ======= ======= ======= ======= ======= ======= =======
Short-Term Bond Fund
Sold -- -- 9,347 93,000 -- -- 9,347 93,000
Issued as reinvestment
of dividends 740 7,530 95 940 796 8,116 103 1,016
Redeemed -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Net increase 740 $ 7,530 9,442 $93,940 796 $8,116 9,450 $94,016
======= ======= ======= ======= ======= ======= ======= =======
Core Bond Fund
Sold 4,457 49,156 9,385 93,000 -- -- 9,384 93,000
Issued as reinvestment
of dividends 1,186 12,759 102 1,011 861 9,288 110 1,087
Redeemed -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Net increase 5,643 $61,915 9,487 $94,011 861 $9,288 9,494 $94,087
======= ======= ======= ======= ======= ======= ======= =======
Balanced Fund
Sold 4,480 49,577 9,281 93,000 -- -- 9,281 93,000
Issued as reinvestment
of dividends 530 6,084 60 596 401 4,610 67 671
Redeemed (23) (260) -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Net increase 4,987 $55,401 9,341 $93,596 401 $4,610 9,348 $93,671
======= ======= ======= ======= ======= ======= ======= =======
Value Equity Fund
Sold -- -- 9,263 93,000 -- -- 9,254 93,000
Issued as reinvestment
of dividends 219 2,751 41 409 267 3,372 49 483
Redeemed -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Net increase 219 $ 2,751 9,304 $93,409 267 $3,372 9,303 $93,483
======= ======= ======= ======= ======= ======= ======= =======
Small Cap Value Equity Fund
Sold 4,740 49,719 9,499 93,000 -- -- 9,490 93,000
Issued as reinvestment
of dividends 119 1,356 22 207 114 1,300 29 280
Redeemed -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Net increase 4,859 $51,075 9,521 $93,207 114 $1,300 9,519 $93,280
======= ======= ======= ======= ======= ======= ======= =======
International Equity Fund
Sold 1,610 15,218 9,291 93,000 -- -- 9,281 93,000
Issued as reinvestment
of dividends 93 885 -- -- 124 1,191 -- --
Redeemed -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Net increase 1,703 $16,103 9,291 $93,000 124 $1,191 9,281 $93,000
======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
* For classes 1, 2, and 3, the shares and amounts sold represent additional
investments in each class by MassMutual on November 2, 1994 (Note 1).
@ For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
49
<PAGE>
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class 3 Class 4
Year ended Year ended Year ended Period ended
December 31, 1995 December 31, 1994*@ December 31, 1995 December 31, 1994*@
Shares Amount Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Prime Fund
Sold -- -- 657 $ 99,000 1,826,450 281,187,060 590,772 $ 89,267,420
Issued as reinvestment
of dividends 34 5,095 5 801 84,068 12,693,332 11,782 1,771,049
Redeemed -- -- -- -- (1,363,706) (210,583,290) (331,048) (49,921,434)
------ ------ ------ -------- ----------- ------------- ---------- ------------
Net increase 34 $5,095 662 $ 99,801 546,812 $ 83,297,102 271,506 $ 41,117,035
====== ====== ====== ======== =========== ============= ========== ============
Short-Term Bond Fund
Sold -- -- 9,940 99,000 5,136,925 53,696,509 1,581,709 15,789,811
Issued as reinvestment
of dividends 830 8,467 104 1,030 947,825 9,611,215 177,223 1,745,646
Redeemed -- -- -- -- (4,819,336) (50,374,106) (1,763,023) (17,620,670)
------ ------ ------ -------- ----------- ------------- ---------- ------------
Net increase (decrease) 830 $8,467 10,044 $100,030 1,265,414 $ 12,933,618 (4,091) ($85,213)
====== ====== ====== ======== =========== ============= ========== ============
Core Bond Fund
Sold -- -- 9,990 99,000 8,241,236 89,191,723 1,429,879 14,243,691
Issued as reinvestment
of dividends 894 9,658 111 1,099 1,952,750 20,953,505 355,921 3,505,824
Redeemed -- -- -- -- (6,340,632) (67,005,587) (2,776,813) (27,704,386)
------ ------ ------ -------- ----------- ------------- ---------- ------------
Net increase (decrease) 894 $9,658 10,101 $100,099 3,853,354 $ 43,139,641 (991,013) ($9,954,871)
====== ====== ====== ======== =========== ============= ========== ============
Balanced Fund
Sold -- -- 9,870 99,000 17,612,664 191,493,187 3,162,746 31,546,867
Issued as reinvestment
of dividends 433 4,977 70 697 1,722,693 19,759,099 379,170 3,768,947
Redeemed -- -- -- -- (14,889,389) (160,925,764) (2,681,481) (26,702,020)
------ ------ ------ -------- ----------- ------------- ---------- ------------
Net increase 433 $4,977 9,940 $ 99,697 4,445,968 $ 50,326,522 860,435 $ 8,613,794
====== ====== ====== ======== =========== ============= ========== ============
Value Equity Fund
Sold -- -- 9,851 99,000 39,224,457 451,052,424 7,240,501 71,969,177
Issued as reinvestment
of dividends 299 3,763 52 515 5,223,526 65,653,544 1,278,097 12,704,287
Redeemed -- -- -- -- (34,020,780) (390,453,417) (9,506,612) (94,373,733)
------ ------ ------ -------- ----------- ------------- ---------- ------------
Net increase (decrease) 299 $3,763 9,903 $ 99,515 10,427,203 $ 126,252,551 (988,014) $9,700,269)
====== ====== ====== ======== =========== ============= ========== ============
Small Cap Value Equity Fund
Sold -- -- 10,102 99,000 9,765,741 102,623,894 2,455,853 23,734,280
Issued as reinvestment
of dividends 146 1,672 34 323 539,817 6,159,231 144,274 1,374,928
Redeemed -- -- -- -- (9,110,662) (97,354,772) (2,495,971) (23,950,249)
------ ------ ------ -------- ----------- ------------- ---------- ------------
Net increase 146 $1,672 10,136 $ 99,323 1,194,896 $ 11,428,353 104,156 $ 1,158,959
====== ====== ====== ======== =========== ============= ========== ============
International Equity Fund
Sold -- -- 9,880 99,000 11,931,440 112,672,627 2,742,144 26,394,386
Issued as reinvestment
of dividends 149 1,430 -- -- 412,266 3,955,148 -- --
Redeemed -- -- -- -- (5,487,562) (51,810,300) (1,746,884) (16,529,067)
------ ------ ------ -------- ----------- ------------- ---------- ------------
Net increase 149 $1,430 9,880 $ 99,000 6,856,144 $ 64,817,475 995,260 $ 9,865,319
====== ====== ====== ======== =========== ============= ========== ============
</TABLE>
*For classes 1, 2, and 3, the shares and amounts sold represent additional
investments in each class by MassMutual on November 2, 1994 (Note 1).
@For the period from October 3, 1994 (commencement of operations) through
December 31, 1994.
50
<PAGE>
- --------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
- --------------------------------------------------------------------------------
6. Foreign The International Equity Fund invests substantially all
Securities of its assets in foreign securities. The other Funds may
also invest in foreign securities, subject to certain
percentage restrictions. Investing in securities of
foreign companies and foreign governments involves
special risks and considerations not typically
associated with investing in securities of U.S.
companies and the U.S. Government. These risks include
revaluation of currencies and future adverse political
and economic developments. Moreover, securities of many
foreign companies and foreign governments and their
markets may be less liquid and their prices more
volatile than those of securities of comparable U.S.
companies and the U.S. Government.
7. Federal Income At December 31, 1995, the cost of securities and the
Tax Information unrealized appreciation (depreciation) in the value of
investments owned by the Funds, as computed on a Federal
income tax basis, are as follows:
<TABLE>
<CAPTION>
Federal Tax Basis Tax Basis Net Unrealized
Income Tax Unrealized Unrealized Appreciation
Cost Appreciation Depreciation (Depreciation)
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Prime Fund $ 254,279,931 $ 4,933 $ (24,468) $ (19,535)
Short-Term Bond Fund 121,170,614 1,428,200 (25,769) 1,402,431
Core Bond Fund 239,909,867 11,334,755 (169,550) 11,165,205
Balanced Fund 402,843,123 54,343,933 (1,359,830) 52,984,103
Value Equity Fund 1,707,620,788 426,363,507 (10,960,347) 415,403,160
Small Cap Value Equity Fund 335,997,760 60,290,137 (12,043,111) 48,247,026
International Equity Fund 210,702,505 21,095,510 (10,751,976) 10,343,534
</TABLE>
At December 31, 1995, the following Funds have
available, for Federal income tax purposes, unused
capital losses:
<TABLE>
<CAPTION>
Amount Expiration Date
----------- -----------------
<S> <C> <C>
Prime Fund $ 2,009 December 31, 2003
Small Cap Value Equity Fund 21,693 December 31, 2003
International Equity Fund 602,013 December 31, 2002
14,566,259 December 31, 2003
</TABLE>
The dividend percentages in the table below multiplied
by the amount of ordinary dividend distributions
reported to shareholders on Form 1099-DIV provides the
amount of qualifying dividends received. Under Federal
tax law, the amounts reportable as qualifying dividends
are eligible for the dividends received deduction in the
year received as provided by Section 243 of the Internal
Revenue Code.
Balanced Fund 33.40%
Small Cap Value Equity Fund 96.58%
Value Equity Fund 98.58%
Certain Funds have designated the following amounts as
long-term capital gain dividends for the year ended
December 31, 1995.
Short-Term Bond Fund $ 201,391
Core Bond Fund 3,162,876
Balanced Fund 2,543,764
Value Equity Fund 16,059,244
Shareholders are advised to consult their tax advisor
concerning the tax treatment of dividends and
distributions from the applicable Fund.
8. Reverse Stock The Trustees of the Trust authorized on November 4, 1994
Split that the issued and outstanding shares of beneficial
interest of the Prime Fund undergo a 1-for-15 reverse
split, which was accomplished at the close of business
on December 16, 1994. Share and per share amounts in the
accompanying financial statements of the Prime Fund,
including information contained in the financial
highlights, have been restated to reflect a retroactive
application of this reverse stock split.
51
<PAGE>
PART C: OTHER INFORMATION
Item 24: Financial Statements and Exhibits
(a) Financial Statements:
(1) Financial Statements included in the Prospectus constituting Part A
of this Registration Statement
Financial Highlights for the year ended December 31, 1995 and
for the period ended December 31, 1994
(2) Financial Statements included in the Statement of Additional
Information constituting Part B of this Registration Statement
Portfolio of Investments at December 31, 1995
Statement of Assets and Liabilities at December 31, 1995
Statement of Operations at December 31, 1995
Statements of Changes in Net Assets for the year ended
December 31, 1995 and for the period ended December 31, 1994
Financial Highlights for the year ended December 31, 1995 and
for the period ended December 31, 1994
Notes to Financial Statements
Report of Independent Accountants
(b) Exhibits:
Exhibit 1: Copy of Registrant's Agreement and Declaration of Trust, as
amended November 29, 1993 is incorporated by reference
to Exhibit 1 to the Registrant's initial Registration
Statement on Form N-1A filed January 4, 1994.
Exhibit 2: Copy of Registrant's By-Laws, as now in effect is
incorporated by reference to Exhibit 2 to the
Registrant's initial Registration Statement on Form N-
1A filed January 4, 1994.
Exhibit 3: None.
Exhibit 4: None.
Exhibit 5: Copy of specimen Investment Management Agreement between
each of Registrant's seven series and MassMutual Life
Insurance Company ("MassMutual") is incorporated by
reference to Exhibit 5(a) to the Registrant's Post-
Effective Amendment No. 1 on Form N-1A filed March 1,
1995 ("PEA No. 1").
C-1
<PAGE>
(b): Copy of specimen Investment Sub-Advisory Agreements
between MassMutual and Concert Capital Management, Inc.
("Concert Capital") is incorporated by reference to
Exhibit 5(b) of PEA No. 1.
(c): Copy of specimen Investment Sub-Advisory Agreement
between MassMutual and HarbourView Asset Management
Corporation ("HarbourView") is incorporated by
reference to Exhibit 5(c) of PEA No. 1.
Exhibit 6(a): Copy of specimen distribution agreements between the
Trust and Oppenheimer Funds Distributor, Inc.
("Oppenheimer") is incorporated by reference to Exhibit
6(a) of PEA No. 1.
(b): Copy of specimen sub-distribution agreement between
Oppenheimer and MML Investors Services, Inc. is
incorporated by reference to Exhibit 6(b) of PEA No. 1.
Exhibit 7: None.
Exhibit 8(a): Copy of specimen Custodian Agreement between the Trust
and Investors Bank & Trust Company ("IBT") is
incorporated by reference to Exhibit 8(a) of PEA No. 1.
(b): Copy of specimen Comprehensive Administrative and
Shareholder Services Agreement between the Trust and
MassMutual for the provision of administrative and
shareholder services is incorporated by reference to
Exhibit 8(b) of PEA No. 1.
(c): Copy of specimen Transfer Agency Agreement among the
Trust, MassMutual and IBT is incorporated by reference
to Exhibit 8(c) of PEA No. 1.
Exhibit 9: None.
Exhibit 10: Opinion of counsel as to the legality of shares being
registered is incorporated herein by reference to the
Rule 24f-2 Notice on Form 24F-2 with Opinion of Counsel
filed electronically on February 23, 1996.
Exhibit 11(a): Consent of Ropes & Gray is incorporated herein by
reference to Exhibit 11(a) to the Registrant's Pre-
Effective Amendment No. 2 to the Registration Statement
on Form N-1A filed August 30, 1994.
C-2
<PAGE>
(b): Consent of Coopers & Lybrand L.L.P.*
(c)-(h): Powers of Attorney for Gary E. Wendlandt, Ronald J.
Abdow, Mary E. Boland, John M. Naughton, Charles J.
McCarthy and John H. Southworth are incorporated by
reference to Exhibits 11(c)-(h) of PEA No. 1.
Exhibit 12: None.
Exhibit 13: None.
Exhibit 14: None.
Exhibit 15: Copy of 12b-1 Plans adopted by Trust's Board of Trustees
and shareholders are incorporated by reference to
Exhibit 15 of PEA No. 1.
Exhibit 16: None.
Exhibit 17: Financial Data Schedules*
Exhibit 18: Rule 18f-3 Plan*
_______________
*Filed herewith
Item 25: Person Controlled by or Under Common Control with Registrant
At the date of this Post-Effective Amendment to the Registration Statement,
Registrant did not, directly or indirectly, control any person.
Registrant was organized by MassMutual primarily to offer investors both the
opportunity to pursue long-term investment goals and the flexibility to respond
to changes in their investment objectives and economic and market conditions.
Initially, the Registrant will provide a vehicle for the investment of assets of
various separate investment accounts established by MassMutual and life
insurance company subsidiaries of MassMutual. The assets in such separate
accounts are, under state law, assets of the life insurance companies which have
established such accounts. Thus, at any time MassMutual and its life insurance
company subsidiaries will own such outstanding shares of Registrant's series as
are purchased with separate account assets. As a result, MassMutual will own
substantially all of the shares of Registrant, probably for a number of years.
The following entities are, or may be deemed to be, controlled by MassMutual
through the direct or indirect ownership of such entities' stock.
C-3
<PAGE>
1. MassMutual Holding Company, a Delaware corporation, all the stock of
which is owned by MassMutual.
2. MML Series Investment Fund, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares of
which are owned by separate accounts of MassMutual and companies
controlled by MassMutual.
3. MassMutual Institutional Funds, a registered open-end investment
company organized as a Massachusetts business trust, all of the shares
are owned by MassMutual.
4. MML Bay State Life Insurance Company, a Missouri corporation, all the
stock of which is owned by MassMutual.
5. MassMutual of Ireland, Ltd., incorporated in the Republic of Ireland,
to operate a group life and health claim office for MassMutual, all of
the stock of which is owned by MassMutual.
6. DHC, Inc., a Connecticut holding company, all the stock of which is
owned by MassMutual.
7. CM Assurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.
8. CM Benefit Insurance Company, a Connecticut life, accident, disability
and health insurer, all the stock of which is owned by MassMutual.
9. C.M. Life Insurance Company, a Connecticut life, accident, disability
and health insurer, all the stock of which is owned by MassMutual.
10. CM Transnational, S.A., a Luxembourg corporation that sells life
insurance endowments and annuity contracts. MassMutual owns 99.7% of
the outstanding shares and DHC, Inc. owns the remaining 0.3% of the
shares.
11. Connecticut Mutual Investment Accounts, Inc., a registered open-end
investment company organized as a Maryland corporation. MassMutual and
its subsidiaries own approximately 30% of the outstanding shares.
12. Sunriver Properties, Inc., an inactive Oregon corporation, whose name
is associated with a development project. MassMutual owns all the
shares of outstanding stock.
13. Connecticut Mutual Financial Services Series Fund I, Inc., a
registered open-end investment company organized as a Maryland
corporation. Shares of the fund are sold only to MassMutual and its
affiliates.
C-4
<PAGE>
14. Connecticut Mutual Financial Services, LLC, a registered broker-dealer
incorporated as a limited liability company in Connecticut.
MassMutual has a 99% ownership interest and CM Strategic Ventures has
a 1% ownership interest.
15. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity real
estate advisory corporation, all the stock of which is owned by
MassMutual Holding Company.
16. DLB Acquisition Corporation ("DLB"), a Delaware corporation.
MassMutual Holding Company owns 83.7% of the outstanding capital stock
of DLB, which serves as a holding company for certain investment
advisory subsidiaries of MassMutual.
17. MML Investors Services, Inc., registered broker-dealer incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding
Company.
18. MML Realty Management Corporation, a property manager incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding
Company.
19. MassMutual International, Inc., a Delaware holding company of foreign
insurance companies. MassMutual Holding Company owns all of the stock
of MassMutual International, Inc.
20. MML Reinsurance (Bermuda) Ltd., a property and casualty reinsurer
incorporated in Bermuda, all of the stock of which is owned by
MassMutual Holding Company.
21. MML International (Bermuda) Ltd., a writer of variable life insurance
for overseas markets that was incorporated in Bermuda, all of the
stock of which is owned by MassMutual Holding Company
22. Mass Seguros de Vida S.A. (Chile), a life insurance company
incorporated in Chile. MassMutual Holding Company owns 33.5% of the
outstanding capital stock of Mass Seguros de Vida S.A.
23. MassLife Seguros de Vida S.A. (Argentina), a life insurance company
incorporated in Argentina. MassMutual Holding Company owns 99.99% of
the outstanding capital stock of MassLife Seguros de Vida S.A.
24. Oppenheimer Acquisition Corporation is a Delaware corporation ("OAC").
MassMutual Holding Company owns 81.3% of the capital stock of OAC,
which serves as a holding company for OppenheimerFunds, Inc.
C-5
<PAGE>
25. Charter Oak Capital Management, Inc., a Delaware corporation, is a
registered investment adviser. MassMutual Holding Company owns 80% of
the outstanding shares of Charter Oak Capital Management, Inc.
26. Westheimer 335 Suites, Inc., was incorporated in Delaware to serve as
a general partner of the Westheimer 335 Suites Limited Partnership.
MassMutual Holding Company owns all the stock of Westheimer 335
Suites, Inc.
27. CM Advantage, Inc., a Connecticut corporation that acts as a general
partner in real estate limited partnerships. DHC, Inc. owns all of
the outstanding stock.
28. CM Insurance Services, Inc., a licensed insurance broker incorporated
in Connecticut, all of the stock of which is owned by DHC, Inc.
29. G.R. Phelps & Company, Inc., a registered investment adviser
incorporated in Connecticut, all the stock of which is owned by DHC,
Inc.
30. CM International, Inc., a Delaware corporation that holds a mortgage
pool and issues collateralized bond obligations. DHC, Inc. owns all
the outstanding stock.
31. CM Property Management, Inc., a Connecticut real estate holding
company, all the stock of which is owned by DHC, Inc.
32. State House 1 Corporation, a Delaware corporation, that acts as a
general partner of CML Investments I L.P. and State House I L.P. DHC,
Inc. owns all the outstanding stock.
33. Urban Properties, Inc., a Delaware real estate holding and development
company, all the stock of which is owned by DHC, Inc.
34. Concert Capital Management, Inc., a registered investment adviser
incorporated in Massachusetts, all the stock of which is owned by DLB.
35. David L. Babson and Company, Incorporated, a registered investment
adviser incorporated in Massachusetts, all of the stock of which is
owned by DLB.
36. Babson Securities Corporation, a registered broker-dealer incorporated
in Massachusetts, all of the stock of which is owned by David L.
Babson and Company, Incorporated.
37. Potomac Babson Incorporated, a Massachusetts corporation, is a
registered investment adviser. David L. Babson and Company
Incorporated owns 60% of the outstanding shares of Potomac Babson
Incorporated.
38. MML Insurance Agency, Inc., a licensed insurance broker incorporated
in Massachusetts, all of the stock of which is owned by MML Investors
Services, Inc.
C-6
<PAGE>
39. MML Securities Corporation, a Massachusetts securities corporation,
all of the stock of which is owned by MML Investors Services, Inc.
40. MML Insurance Agency of Nevada, Inc., a Nevada corporation, all of the
stock of which is owned by MML Insurance Agency, Inc.
41. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance
Agency, Inc., is incorporated in the state of Ohio. The outstanding
capital stock is controlled by MML Insurance Agency, Inc. by means of
a voting trust.
42. MML Insurance Agency of Texas, Inc., a subsidiary of MML Insurance
Agency, Inc., is incorporated in the state of Texas. The outstanding
capital stock is controlled by MML Insurance Agency, Inc. by means of
a voting trust.
43. CM Insurance Services, Inc. (Arkansas), a licensed insurance broker
incorporated in Arkansas, all of the stock of which is owned by CM
Insurance Services, Inc.
44. CM Insurance Services, Inc. (Texas) a licensed insurance broker
incorporated in Texas. CM Insurance Services, Inc. controls 100% of
the shares of outstanding stock by means of a voting trust.
45. Diversified Insurance Services Agency of America, Inc. (DISA Ohio), a
licensed insurance broker incorporated in Ohio. CM Insurance
Services, Inc. controls 100% of the shares of outstanding stock by
means of a voting trust.
46. Diversified Insurance Services Agency of America, Inc. (DISA
Massachusetts), a licensed insurance broker incorporated in
Massachusetts. CM Insurance Services, Inc. owns all the shares of
outstanding stock.
47. Diversified Insurance Services Agency of America, Inc. (DISA Alabama),
a licensed insurance broker incorporated in Alabama. CM Insurance
Services, Inc. owns all the shares of outstanding stock.
48. Diversified Insurance Services Agency of America, Inc. (DISA New
York), a licensed insurance broker incorporated in New York. CM
Insurance Services, Inc. owns all the shares of outstanding stock.
49. Diversified Insurance Services Agency of America, Inc. (DISA Hawaii),
a licensed insurance broker incorporated in Hawaii. CM Insurance
Services, Inc. owns all the shares of outstanding stock.
50. MassMutual Corporate Value Limited, a Cayman Islands corporation that
owns approximately 93% of MassMutual Corporate Value Partners Limited.
MassMutual Holding Company owns 43.68% of the outstanding capital
stock of MassMutual Corporate Value Limited.
C-7
<PAGE>
51. CM Strategic Ventures, Inc., a Connecticut corporation that serves as
general partner in limited partnerships, all of the stock of which is
owned by G. R. Phelps & Co., Inc.
52. CML Investments I Corp., a Delaware corporation organized to issue and
sell notes and bonds secured by non-investment grade corporate debt
obligations. CML Investments I L.P. owns all the outstanding stock.
53. Oppenheimer Value Stock Fund ("OVSF) is a series of Oppenheimer
Integrity Funds, a Massachusetts business Trust. OVSF is a registered
open-end investment company of which MassMutual owns 29% of the
outstanding shares of beneficial interest.
54. OppenheimerFunds, Inc., a registered investment adviser incorporated
in Colorado, all of the stock of which is owned by Oppenheimer
Acquisition Corporation
55. Centennial Asset Management Corporation, a Delaware corporation that
serves as the investment adviser and general distributor of the
Centennial Funds. OppenheimerFunds, Inc. owns all the stock of
Centennial Asset Management Corporation.
56. HarbourView Asset Management Corporation, a registered investment
adviser incorporated in New York, all the stock of which is owned by
OppenheimerFunds, Inc.
57. Main Street Advisers, Inc., a Delaware corporation, all the stock of
which is owned by OppenheimerFunds, Inc.
58. OppenheimerFunds Distributor, Inc., a registered broker-dealer
incorporated in New York, all the stock of which is owned by
OppenheimerFunds, Inc.
59. Oppenheimer Partnership Holdings, Inc., a Delaware holding company,
all the stock of which is owned by OppenheimerFunds, Inc.
60. Shareholder Financial Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by OppenheimerFunds, Inc.
61. Shareholder Services, Inc., a transfer agent incorporated in Colorado,
all the stock of which is owned by OppenheimerFunds, Inc.
62. Centennial Capital Corporation, a former sponsor of unit investment
trust incorporated in Delaware, all the stock of which is owned by
Centennial Asset Management Corporation.
C-8
<PAGE>
MassMutual is the investment adviser for the following investment companies, and
as such may be deemed to control them.
1. MassMutual Corporate Investors, a registered closed-end Massachusetts
business trust.
2. MassMutual Participation Investors, a registered closed-end
Massachusetts business trust.
3. MML Series Investment Fund, a registered open-end Massachusetts
business trust, all of the shares are owned by separate accounts of
MassMutual and companies controlled by MassMutual.
4. MassMutual Institutional Funds, a registered open-end Massachusetts
business trust, substantially all of the shares are owned by
MassMutual.
5. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation that
issued Collateralized Bond Obligations on or about May 1, 1991, owned
equally by MassMutual interests (MassMutual and MassMutual Holding
Company) and Carlson Investment Management Co.
6. MassMutual Corporate Value Partners, Ltd., an off-shore unregistered
investment company.
Item 26: Number of Holders of Securities
As of April 1, 1996, the number of holders of record of each class of
securities of Registrant was as follows:
Title of Class Number of Record Holders
-------------- ------------------------
Shares of
Beneficial 2
Interest
Item 27: Indemnification
Article VIII of Registrant's Agreement and Declaration of Trust provides for the
indemnification of Registrant's Trustees and officers. Registrant undertakes to
apply the indemnification provisions of its Agreement and Declaration of Trust
in a manner consistent with Securities and Exchange Commission Release No. IC-
11330 so long as the interpretation of Section 17(h) and 17(i) of the Investment
Company Act of 1940 (the "1940 Act") set forth in such Release shall remain in
effect and be consistently applied.
Trustees and officers of Registrant are also indemnified by MassMutual pursuant
to its by-laws which apply to subsidiaries, including Registrant. No
indemnification is provided with respect to
C-9
<PAGE>
any liability to any entity which is registered as an investment company under
the 1940 Act or to the security holders thereof, where the basis for such
liability is willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of office.
MassMutual's directors' and officers' liability insurance program, which covers
Registrant's Trustees and officers, consists of two distinct coverages. The
first coverage reimburses MassMutual, subject to specified limitations, for
amounts which MassMutual is legally obligated to pay out under its
indemnification by-law, discussed above. The second coverage directly protects
a Trustee or officer of Registrant against liability from shareholder derivative
and similar lawsuits which are indemnifiable under the law. There are, however,
specific acts giving rise to liability which are excluded from this coverage.
For example, no Trustee or officer is insured against personal liability for
libel or slander, acts of deliberate dishonesty, fines or penalties, illegal
personal profit or advantage at the expense of Registrant or its shareholders,
violation of employee benefit plans, regulatory statutes, and similar acts which
would traditionally run contrary to public policy and hence reimbursement by
insurance.
MassMutual's present insurance coverage has an overall limit of $45 million
annually ($15 million of which is underwritten by National Union Fire Insurance
Company, $15 million of which is underwritten by Executive Risk Indemnity, Inc.
and $15 million of which is underwritten by Sargasso Mutual Insurance Company).
There is a deductible of $200,000 per claim under the corporate coverage. There
is no deductible for individual trustees or officers.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "1933 Act") may be permitted to trustees, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a Trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such Trustee, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
Item 28: Business and Other Connections of the Investment Adviser and Sub-
Investment Advisers
MassMutual is the investment adviser for Registrant. MassMutual conducts a life
and health insurance business in all states of the United States, the District
of Columbia and certain provinces of Canada. MassMutual was incorporated in
Massachusetts in 1851.
As a mutual company, MassMutual belongs to its members. The insurance premiums
which MassMutual receives are invested primarily in debt securities, and the
income which it receives from its investments in excess of the amounts it must
reserve for the payment of insurance
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benefits is credited to its members. It conducts no other business which is
substantial in relation to its business as a mutual life insurance company.
MassMutual also serves as investment adviser to: MassMutual Corporate Investors
and MassMutual Participation Investors, closed-end investment companies; certain
wholly-owned subsidiaries of MassMutual, including MML Bay State Life Insurance
Company; and various employee benefit plans. As of December 31, 1995, assets
under management by MassMutual pursuant to such investment advisory contracts
amounted to approximately $103 billion. The principal address of each of the
foregoing entities is 1295 State Street, Springfield, Massachusetts.
The directors and executive vice presidents of MassMutual, their positions and
their other business affiliations and business experience for the past two years
are as follows:
Directors
ROGER G. ACKERMAN, Director and Member, Auditing and Human Resources Committees
President and Chief Operating Officer, Corning Incorporated (manufacturer
of specialty materials, communication equipment and consumer products), One
Riverfront Plaza, Corning, New York; Director (since 1993), Dow Corning
Corporation (producer of silicone products), 2200 West Salzburg Road,
Midland, Michigan; Director, The Pittson Company (mining and marketing of
coal for electric utility and steel industries) One Pickwick Plaza,
Greenwich, Connecticut.
JAMES R. BIRLE, Director, Chairman, Dividend Policy Committee and Member,
Investment Committee
President and Founder (since 1994), Resolute Partners, Incorporated
(private merchant bank), 2 Greenwich Plaza, Suite 100, Greenwich
Connecticut; General Partner (1988-1994), The Blackstone Group; Co-Chairman
and Chief Executive Officer, Wickes Companies, Inc. (diversified
manufacturer and distributor), 3340 Ocean Park Boulevard, Santa Monica,
California; Director: Drexel Industries, Inc., Connecticut Health and
Education Facilities Authority, and Transparency International; Trustee,
Villanova University and The Sea Research Foundation; Director (1991-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street, Hartford,
Connecticut.
FRANK C. CARLUCCI, III, Director and Member, Board Affairs and Dividend Policy
Committee
Chairman (since 1993), Vice Chairman (1989-1993), The Carlyle Group
(merchant banking corporation), 1001 Pennsylvania Avenue, N.W., Washington,
D.C.; Director: Ashland Inc. (producer of petroleum products), 1000 Ashland
Drive, Russell, Kentucky; BDM International, Inc. (professional and
technical services to public and private sector), 7915 Jones Branch Drive,
McLean, Virginia; Bell Atlantic Corporation (telecommunications), 1717 Arch
Street, Philadelphia, Pennsylvania; CB Commercial Real Estate Group, Inc.
(real estate broker subsidiary of Carlyle Holding Corporation),
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533 Fremont Avenue, Los Angeles, California; East New York Savings Bank;
General Dynamics Corporation (manufacturer of military equipment), 3190
Fairview Park Drive, Falls Church, Virginia; Kaman Corporation (diversified
manufacturer), 1332 Blue Hills Avenue, Bloomfield, Connecticut; Neurogen
Corporation; Northern Telecom Ltd. (digital telecommunications systems),
2920 Matheson Boulevard East, Mississauga, Ontario, Canada; The Quaker Oats
Company (manufacturer of food products), 321 North Clark Street, Chicago,
Illinois; The Rand Corporation; Sun Resorts Ltd., N.V.; Westinghouse
Electric Corporation (electronic systems, electric power generating
equipment and broadcasting), 11 Stanwix Street, Pittsburgh, Pennsylvania;
Director (1989-1996), Connecticut Mutual Life Insurance Company, 140 Garden
Street, Hartford, Connecticut.
GENE CHAO, Director and Member, Auditing and Dividend Policy Committees
Chairman and Chief Executive Officer (since 1991), Computer Projections,
Inc. (computer graphics), 733 S.W. Vista Avenue, Portland, Oregon; Chairman
and Chief Executive Officer (1990), American Leadership Forum (non-profit
leadership and community building organization); Director (1990-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street, Hartford,
Connecticut.
PATRICIA DIAZ DENNIS, Director and Member Auditing and Human Resources Committee
Senior Vice President and Assistant General Counsel (since 1995), SBC
Communications Inc. (telecommunications), 175 East Houston, San Antonio,
Texas; Special Counsel-Communication Law Matters (1993-1995), Sullivan &
Cromwell (law firm), 1701 Pennsylvania Avenue, N.W., Washington, D.C.;
Assistant Secretary of State for Human Rights an Humanitarian Affairs
(1992-1993), U.S. Department of State, Washington, D.C.; Trustee (since
1995), Federal Communications Bar Association Foundation; Trustee (since
1993), Radio and Television News Directors Foundation; Director (since
1993), National Public Radio; Director (since 1991), Reading Is
Fundamental; Director (since 1989), Foundation for Women's Resources;
Trustee (since 1991), Tomas Rivera Center; Director (1995-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street, Hartford,
Connecticut.
ANTHONY DOWNS, Director and Member, Dividend Policy and Investment Committees
Senior Fellow, The Brookings Institution (non-profit policy research
center), 1775 Massachusetts Avenue, N.W., Washington, D.C.; Director: The
Pittway Corporation (publications and security equipment), 200 South Wacker
Drive, Suite 700, Chicago, Illinois; National Housing Partnerships
Foundation (non-profit organization to own and manage rental housing), 1225
Eye Street, N.W., Washington, D.C.; Bedford Properties, Inc. (real estate
investment trust), 3658 Mt. Diable Boulevard, Lafayette, California;
General Growth Properties, Inc. (real estate investment trust), 215 Keo
Way, Des Moines, Iowa; NAACP Legal and Educational Defense Fund, Inc.
(civil rights organization), 99 Hudson Street, New York, New York;
Consultant, Aetna Realty Investors (real estate investments), 242 Trumbull
Street, Hartford, Connecticut; and Salomon Brothers Inc (investment
banking), 7 World Trade Center, New York, New York; Trustee: Urban
Institute (public policy research organization), 2100 M Street, N.W.,
Washington, D.C.
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and Urban Land Institute (educational and research organization, 625
Indiana Avenue, N.W., Washington, D.C.
JAMES L. DUNLAP, Director and Member, Human Resources and Board Affairs
Committees
Senior Vice President of Texaco, Inc. (producer of petroleum products),
2000 Westchester Avenue, White Plains, New York and President (1987-1994),
Texaco USA, 1111 Bagby, Houston, Texas.
WILLIAM B. ELLIS, Director and Member, Auditing and Investment Committees
Senior Fellow (since 1995) Yale University School of Forestry and
Environmental Studies, New Haven, Connecticut; Chairman (1983-1995) and
Chief Executive Officer (1983-1993), Northeast Utilities (electric
utility), 107 Selden Street, Berlin, Connecticut; Director (since 1991),
The Hartford Steam Boiler Inspection and Insurance Company (property and
casualty insurer), One State Street, Hartford, Connecticut; Director (since
1996), Advest Group, Inc. (financial services holding company), 280
Trumbull Street, Hartford, Connecticut; Director (since 1995), Catalytica
Combustion Systems, Inc.; Director , The National Museum of National
History of the Smithsonian Institution, Washington, D.C.; Director (1985-
1996), Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
ROBERT M. FUREK, Director and Member, Dividend Policy and Investment Committees
President and Chief Executive Officer, Heublein, Inc. (beverage
distributor), 450 Columbus Boulevard, Hartford, Connecticut; Director, The
Dexter Corporation (producer of specialty chemicals and papers), One Elm
Street, Windsor Locks, Connecticut; Corporator, Hartford Hospital and The
Bushnell Memorial, Hartford, Connecticut; Trustee, Colby College, Mayflower
Hill Drive, Waterville Maine; Director (1990-1996), Connecticut Mutual Life
Insurance Company, 140 Garden Street, Hartford, Connecticut.
CHARLES K. GIFFORD, Director and Member, Investment and Auditing Committees
Chairman and Chief Executive Officer (since 1995) and President, The First
National Bank of Boston and Bank of Boston Corporation (bank holding
company), 100 Federal Street, Boston, Massachusetts; Director, Member of
Audit Committee, Boston Edison Co. (public utility electric company), 800
Boylston Street, Boston, Massachusetts.
WILLIAM N. GRIGGS, Director, Chairman, Auditing Committee and Member, Investment
Committee
Managing Director, Griggs & Santow Inc. (business consultants) 75 Wall
Street, New York, New York; Director, T/SF Communications, Inc.
(diversified publishing and communications company), Tulsa, Oklahoma;
Trustee (1983-1991), MassMutual Integrity Funds (open-end investment
company advised by MassMutual).
JAMES G. HARLOW, JR., Director and Member, Auditing and Board Affairs Committee
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Chairman, Chief Executive Officer (since 1995), and President (1973-1995),
Oklahoma Gas and Electric Company (electric utility), Corporate Tower, 101
N. Robinson, Oklahoma City, Oklahoma; Director, Fleming Companies
(wholesale food distributors), 6301 Waterford Boulevard, Oklahoma City,
Oklahoma; Director (since 1994), Associated Electric & Gas Insurance
Services Limited, Harborside Financial Center, 700 Plaza Two, Jersey City,
New Jersey.
GEORGE B. HARVEY, Director, Chairman, Human Resources Committee and Member,
Board Affairs Committee
Chairman, President and Chief Executive Officer, Pitney Bowes, Inc. (office
machines manufacturer), One Elmcroft Road, Stamford, Connecticut; Director:
Merrill Lynch & Co., Inc. (financial services holding company), 250 Vesey
Avenue, World Financial Center, North Tower, New York, New York; The McGraw
Hill Companies (multimedia publishing and information services), 1221
Avenue of the Americas, New York, New York; Stamford Hospital, Stamford,
Connecticut; Pfizer, Inc. (pharmaceutical and health-care products), 235
East 42nd Street, New York, New York; The Catalyst; Member, Board of
Overseers, Wharton School of Finance, University of Pennsylvania; Director
(1989-1996), Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
BARBARA B. HAUPTFUHRER, Director, Member Board Affairs and Investment Committees
Director and Member, Compensation, Nominating and Audit Committees, The
Vanguard Group of Investment Companies including among others the following
funds: Vanguard/Windsor Fund, Vanguard/Wellington Fund, Vanguard/Morgan
Growth Fund, Vanguard/Wellesley Income Fund, Vanguard/Gemini Fund,
Vanguard/Explorer Fund, Vanguard Municipal Bond Fund, Vanguard Fixed Income
Securities Fund, Vanguard Index Trust, Vanguard World Fund, Vanguard/Star
Fund, Vanguard Ginnie Mae Fund, Vanguard/Primecap Fund, Vanguard
Convertible Securities Fund, Vanguard Quantitative Fund, Vanguard/Trustees
Commingled Equity Fund, Vanguard/Trustees Commingled Fund-International,
Vanguard Money Market Trust, Vanguard/Windsor II, Vanguard Asset Allocation
Fund and Vanguard Equity Income Fund (principal offices, Drummers Lane,
Valley Forge, Pennsylvania); Director, Chairman of Retirement Benefits
Committee and Pension Fund Investment Review - USA and Canada and Member,
Audit, Finance and Executive Committees, The Great Atlantic and Pacific Tea
Company, Inc. (operator of retail food stores), 2 Paragon Drive, Montvale,
New Jersey; Director, Chairman of Nominating Committee and Member,
Compensation Committee, Knight-Ridder, Inc. (publisher of daily newspapers
and operator of cable television and business information systems), One
Herald Plaza, Miami, Florida; Director and Member, Compensation Committee,
Raytheon Company (electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Director and Member, Executive Committee and Chairman, Human
Resources and Independent Directors Committees, Alco Standard Corp.
(diversified office products and paper distributor), 825 Duportail Road,
Valley Forge, Pennsylvania.
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SHELDON B. LUBAR, Director, Chairman, Board Affairs Committee and Member,
Investment Committee
Chairman, Lubar & Co. Incorporated (investment management and advisory
company) 777 East Wisconsin Avenue, Milwaukee, Wisconsin; Chairman and
Director, The Christiana Companies, Inc. (real estate development);
Director: Firstar Bank, Firstar Corporation (bank holding company), SLX
Energy, Inc. (oil and gas exploration); Member, Advisory Committee, Venture
Capital Fund, L.P. (principal offices, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin); Director: Grey Wolf Drilling Co. (contract oil and
gas drilling), 2000 Post Oak Boulevard, Houston, Texas; Marshall Erdman and
Associates, Inc. (design, engineering, and construction firm), 5117
University Avenue, Madison, Wisconsin; MGIC Investment Corporation
(investment company), MGIC Plaza, 111 E. Kilbourn Avenue, Milwaukee,
Wisconsin; Director (since 1995), Energy Ventures, Inc., 5 Post Oak Park,
Houston, Texas; Director (since 1993), Ameritech, Inc. (regional holding
company for telephone companies), 30 South Wacker Drive, Chicago, Illinois;
Director (1989-1995), Prideco, Inc. (drill collar manufacturer), 6039
Thomas Road, Houston, Texas; Director (1989-1994), Schwitzer, Inc. (holding
company for engine parts manufacturers), P.O. Box 15075, Asheville, North
Carolina; and Briggs & Stratton (small engine manufacturer) 3300 North
124th Street, Milwaukee, Wisconsin; Director (1986-1991), Square D Company
(manufacturer of electrical equipment and electronics products), Executive
Plaza, Palatine, Illinois and Milwaukee Insurance Group, Inc., 809 W.
Michigan Street, Milwaukee, Wisconsin; Director (1987-1991), Lubar
Management, Inc. (investment company) 777 East Wisconsin Avenue, Milwaukee,
Wisconsin.
WILLIAM B. MARX, JR., Director and Member, Dividend Policy and Board Affairs
Committees
Senior Executive Vice President (since 1995), Lucent Technologies, Inc.
(public telecommunications systems and software), 600 Mountain Road, Murray
Hill, New Jersey; Executive Vice President and Chief Executive Officer,
Multimedia Products Group (1994-1995) and Network Systems Group (1993-
1994), AT&T (global communications and network computing company), 295
North Maple Avenue, Basking Ridge, New Jersey; Group Executive and
President (1989-1993), AT&T Network Systems (manufacturer and marketer of
network telecommunications equipment), 475 South Street, Morristown, New
Jersey; Member (since 1996), Advisory Council, Graduate School of Business,
Stanford University, Stanford, California.
JOHN F. MAYPOLE, Director and Member, Board Affairs and Human Resources
Committee
Managing Partner, Peach State Real Estate Holding Company (real estate
investment company), P.O. Box 1223, Toccoa, Georgia; Consultant to
institutional investors; Co-owner of family businesses (including Maypole
Chevrolet-Geo, Inc. and South Georgia Car Rentals, Inc.); Director,
Chairman, Finance Committee and Member, Executive Committee and Human
Resources Committee on Directors, Bell Atlantic Corporation
(telecommunications), 1717 Arch Street, Philadelphia, Pennsylvania;
Director and Chairman, Compensation Committee, Briggs Industries, Inc.
(plumbing
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fixtures), 4350 W. Cypress Street, Tampa, Florida; Director, Chairman,
Audit Committee and Member, Compensation Committee, Blodgett Corporation;
Director, Chairman, Products Committee and Member, Compensation and Audit
Committee, Igloo Corporation (portable coolers), 1001 W. Sam Houston
Parkway North, Houston, Texas; Director and Member, Senior Management
Committee, Dan River, Inc. (textile manufacturer), 2291 Memorial Drive,
Danville, Virginia; Director, Davies, Turner & Company; Director (1989-
1996), Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
DONALD F. MCCULLOUGH, Director and Member, Dividend Policy and Auditing
Committees
Retired (since 1988); former Chairman and Chief Executive Officer, Collins
& Aikman Corp. (manufacturer of textile products) 210 Madison Avenue, New
York, New York; Director: Bankers Trust New York Corp. (bank holding
company) and Bankers Trust Company (principal offices, 280 Park Avenue, New
York, New York); Melville Corporation (specialty retailer), One Theall
Road, Rye, New York.
JOHN J. PAJAK, Vice Chairman, Director and Member, Dividend Policy and
Investment Committees
Vice Chairman, Director and Chief Administrative Officer (since 1996),
Executive Vice President (1987-1996) of MassMutual; Director (since 1994):
MassMutual Holding Company and Director (1994-1996), MassMutual Holding
Company Two, Inc. (wholly-owned holding company subsidiaries of
MassMutual); Director (1994-1996), MassMutual Holding Company Two MSC, Inc.
(wholly-owned holding company subsidiary of MassMutual Holding Company Two,
Inc.); and Mirus Insurance Company (formerly MML Pension Insurance Company,
a wholly-owned insurance subsidiary of MassMutual Holding Company Two MSC,
Inc.) (principal offices, 1295 State Street, Springfield, Massachusetts);
Director (since 1995), National Capital Health Plan, Inc. (health
maintenance organization), Washington, D.C.
BARBARA S. PREISKEL, Director and Member, Auditing and Human Resources
Committees
Attorney-at-Law, 60 East 42nd Street, New York, New York; Director,
Textron, Inc. (diversified manufacturing company), 40 Westminster Street,
Providence, Rhode Island; General Electric Company (diversified
manufacturer electrical products), 3135 Easton Turnpike, Fairfield,
Connecticut; The Washington Post Company (publisher of daily newspaper),
Washington, D.C.; American Stores Company (operator of supermarkets and
drugstores), 709 East South Temple, Salt Lake City, Utah.
DAVID E. SAMS, JR., President, Chief Operating Officer, Director and Member,
Board Affairs, Dividend Policy and Investment Committees
President, Chief Operating Officer and Director (since 1996) of MassMutual,
1295 State Street, Springfield, Massachusetts; Chairman (1994-1996),
President and Chief
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Executive Officer (1993-1996), Connecticut Mutual Life Insurance Company,
140 Garden Street, Hartford, Connecticut; President and Chief Executive
Officer-Agency Group (1987-1993), Providian Corporation (formerly Capital
Holding Corporation, a holding company for insurance companies),
Louisville, Kentucky; Director (since 1995), Health Insurance of Vermont,
Inc. and Kentucky Medical Insurance Company; Director (1995), United States
Chamber of Commerce; Corporator, Saint Francis Hospital and Medical Center,
Hartford, Connecticut.
THOMAS B. WHEELER, Chairman, Chief Executive Officer, Chairman, Investment
Committee and Member, Dividend Policy and Board Affairs Committees
Chairman (since 1996), Chief Executive Officer (since 1988), and President
(1987-1996) of MassMutual; Chairman and Chief Executive Officer (since
1995), DLB Acquisition Corporation (holding company for investment
advisers); Chairman of the Board of Directors (1994-1996), Mirus Insurance
Company (formerly MML Pension Insurance Company, a wholly-owned insurance
subsidiary of MassMutual Holding Company Two MSC, Inc.) (principal offices,
1295 State Street, Springfield, Massachusetts); Director, The First
National Bank of Boston and Bank of Boston Corporation (bank holding
company), 100 Federal Street, Boston, Massachusetts and Massachusetts
Capital Resources Company, 545 Boylston Street, Boston, Massachusetts;
Chairman and Director, Oppenheimer Acquisition Corp. (parent of
OppenheimerFunds, Inc., an investment management company), Two World Trade
Center, New York, New York; Director (since 1993), Textron, Inc.
(diversified manufacturing company), 40 Westminster Street, Providence,
Rhode Island; Chairman of the Board of Directors (1992-1995), Concert
Capital Management, Inc. (wholly-owned investment advisory subsidiary of
DLB Acquisition Corporation), One Memorial Drive, Cambridge, Massachusetts.
ALFRED M. ZEIEN, Director and Member Board Affairs and Human Resources
Committees
Chairman and Chief Executive Officer, The Gillette Company (manufacturer of
personal care products), Prudential Tower Building, Boston, Massachusetts;
Director: Polaroid Corporation (manufacturer of photographic products), 549
Technology Square, Cambridge, Massachusetts; Repligen Corporation
(biotechnology), One Kendall Square, Cambridge, Massachusetts; Bank of
Boston Corporation (bank holding company), 100 Federal Street, Boston,
Massachusetts; and Raytheon Corporation (electronics manufacturer), 141
Spring Street, Lexington, Massachusetts; Trustee, University Hospital of
Boston, Massachusetts; Trustee (since 1994), Marine Biology Laboratory and
Woods Hole Oceanographic Institute, Woods Hole, Massachusetts.
Executive Vice Presidents
LAWRENCE V. BURKETT, Executive Vice President and General Counsel
Executive Vice President and General Counsel (since 1993), Senior Vice
President and Deputy General Counsel (1992-1993), and Senior Vice President
and Associate General Counsel (1988-1992) of MassMutual; Director (since
1993), MassMutual Holding
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Company and Director (1994-1996), MassMutual Holding Company Two, Inc.
(wholly-owned holding company subsidiaries of MassMutual); Director (1994-
1996): MassMutual Holding Company Two MSC, Inc. (former wholly-owned
holding company subsidiary of MassMutual Holding Company Two, Inc.) and
Mirus Insurance Company (formerly MML Pension Insurance Company, a wholly-
owned insurance subsidiary of MassMutual Holding Company Two MSC, Inc.)
(principal offices, 1295 State Street, Springfield, Massachusetts);
Director (since 1994), Cornerstone Real Estate Advisers, Inc. (wholly-owned
real estate investment adviser subsidiary of MassMutual Holding Company),
1500 Main Street, Suite 1400, Springfield, Massachusetts; Director (since
1993), Sargasso Mutual Insurance Co., Ltd., Victoria Hall, Victoria Street,
Hamilton, Bermuda; MassMutual of Ireland, Ltd. (wholly-owned subsidiary of
MassMutual to provide group insurance claim services), IDA Industrial
Estate, Tipperary Town, Ireland; Chairman (since 1994), Director (since
1993), MML Reinsurance (Bermuda) Ltd. (wholly-owned property and casualty
reinsurance subsidiary of MassMutual Holding Company) and Director (since
1995), MassMutual International (Bermuda) Ltd. (wholly-owned subsidiary of
MassMutual Holding Company that distributes variable insurance products in
overseas markets) (principal offices, 41 Cedar Avenue, Hamilton, Bermuda).
JOHN B. DAVIES, Executive Vice President
Executive Vice President (since 1994), Associate Executive Vice President
(1993-1994), General Agent (1982-1993) of MassMutual, 1295 State Street,
Springfield, Massachusetts; Director (since 1994), MML Investors Services,
Inc. (wholly-owned broker-dealer subsidiary of MassMutual Holding Company),
MML Insurance Agency, Inc. (wholly-owned subsidiary of MML Investors
Services, Inc.), MML Insurance Agency of Ohio, Inc. (subsidiary of MML
Insurance Agency, Inc.) and Director (since 1995), MML Insurance Agency of
Nevada, Inc. (subsidiary of MML Insurance Agency, Inc.) (principal offices,
1414 Main Street, Springfield, Massachusetts); Director (since 1994),
Cornerstone Real Estate Advisers, Inc. (wholly-owned real estate investment
adviser subsidiary of MassMutual Holding Company), 1500 Main Street, Suite
1400, Springfield, Massachusetts; Director (since 1994), Life Underwriter
Training Council, 7625 Wisconsin Avenue, Bethesda, Maryland.
DANIEL J. FITZGERALD, Executive Vice President, Corporate Financial Operations
Executive Vice President, Corporate Financial Operations (since 1994),
Senior Vice President (1991-1994) of MassMutual; Vice President (since
1994), Director (since 1993), MassMutual Holding Company; and Vice
President and Director (1994-1996), MassMutual Holding Company Two, Inc.
(wholly-owned holding company subsidiaries of MassMutual); Vice President
and Director (1994-1996): MassMutual Holding Company Two MSC, Inc. (former
wholly-owned holding company subsidiary of MassMutual Holding Company Two,
Inc.); Director (1994-1996), Mirus Insurance Company (formerly MML Pension
Insurance Company, a wholly-owned insurance subsidiary of MassMutual
Holding Company Two MSC, Inc.); Director (since 1994), MML Bay State Life
Insurance Company (wholly-owned insurance subsidiary of MassMutual); MML
Realty Management Corporation (wholly-owned real estate
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management subsidiary of MassMutual Holding Company); Director (since
1995), DLB Acquisition Corporation (holding company for investment
advisers); Director (1994-1995), MML Real Estate Corporation (wholly-owned
real estate management subsidiary of MassMutual Holding Company) (principal
offices, 1295 State Street, Springfield, Massachusetts); Director (since
1994), Concert Capital Management, Inc. (wholly-owned investment advisory
subsidiary of DLB Acquisition Corporation), One Memorial Drive, Cambridge,
Massachusetts; Director and Member, Compensation Committee (since 1994),
Cornerstone Real Estate Advisers, Inc., 1500 Main Street, Suite 1400,
Springfield, Massachusetts; Director, and Member, Audit and Compensation
Committees (since 1994), MML Investors Services, Inc. (wholly-owned broker
dealer subsidiary of MassMutual Holding Company) and Director (1992-1993),
MML Insurance Agency, Inc. (wholly-owned subsidiary of MML Investors
Services, Inc.) (principal offices, 1414 Main Street, Springfield,
Massachusetts) Director (since 1994), MassMutual of Ireland, Ltd. (wholly-
owned subsidiary of MassMutual to provide group insurance claim services),
IDA Industrial Estate, Tipperary Town, Ireland.
LAWRENCE L. GRYPP, Executive Vice President
Executive Vice President of MassMutual; Director (since 1995), DLB
Acquisition Corporation (holding company for investment advisers)
(principal offices, 1295 State Street, Springfield, Massachusetts);
Chairman and Member Executive and Compensation Committees, MML Investors
Services, Inc. (wholly-owned broker-dealer subsidiary of MassMutual Holding
Company) and Director (1991-1993), MML Insurance Agency (wholly-owned
insurance subsidiary of MML Investors Services, Inc.) (principal offices,
1414 Main Street, Springfield, Massachusetts); Director, Oppenheimer
Acquisition Corp. (parent of OppenheimerFunds, Inc., an investment
management company), Two World Trade Center, New York, New York: Director
(since 1993), Concert Capital Management, Inc. (wholly-owned investment
advisory subsidiary of DLB Acquisition Corporation), One Memorial Drive,
Cambridge, Massachusetts; Trustee, The American College, Bryn Mawr,
Pennsylvania.
JOHN M. NAUGHTON, Executive Vice President
Executive Vice President of MassMutual; Trustee and Member, Investment
Pricing Committee (since 1994), MassMutual Institutional Funds (open-end
investment company); Director (since 1995), DLB Acquisition Corporation
(holding company for investment advisers) (principal offices, 1295 State
Street, Springfield, Massachusetts); Chairman (since 1995) and Trustee
(1990-1995), SIS Bank (formerly, Springfield Institution for Savings), 1441
Main Street, Springfield, Massachusetts; Trustee, BayState Health Systems,
759 Chestnut Street, Springfield, Massachusetts; and American International
College, 1000 State Street, Springfield, Massachusetts; Director,
Oppenheimer Acquisition Corp. (parent of OppenheimerFunds, Inc., an
investment management company), Two World Trade Center, New York, New York;
Director (since 1993), Association of Private Pension and Welfare Plans;
Trustee (since 1994), University of Massachusetts, Amherst, Massachusetts;
Director (1992-1995), Concert Capital Management, Inc. (wholly-owned
investment advisory subsidiary of DLB Acquisition Corporation), One
Memorial Drive, Cambridge, Massachusetts and
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Colebrook Group (commercial real estate management and development), 1441
Main Street, Springfield, Massachusetts.
GARY E. WENDLANDT, Executive Vice President and Chief Investment Officer
Chief Investment Officer (since 1993), Executive Vice President (since
1992) Senior Vice President (1983-1992) of MassMutual; Chairman (since
1995), Trustee (since 1986) and President (1983-1995), MassMutual Corporate
Investors and Chairman (since 1995), Trustee (since 1988) and President
(1988-1995), MassMutual Participation Investors (closed-end investment
companies); Chairman (since 1995), Vice Chairman and Trustee (1993-1995)
and President (1988-1993), MML Series Investment Fund (open-end investment
company); Chairman, Chief Executive Officer and Member, Investment Pricing
Committee (since 1994), MassMutual Institutional Funds (open-end investment
company); Chairman and Chief Executive Officer (since 1994), President
(since 1993) and Director, MassMutual Holding Company (wholly-owned holding
company subsidiary of MassMutual); Chairman, President and Chief Executive
Officer (1994- 1996), MassMutual Holding Company Two, Inc. (former wholly-
owned holding company subsidiary of MassMutual); Chairman and President
(1994-1996), Chief Executive Officer (1995-1996), MassMutual Holding
Company Two MSC, Inc. (former wholly-owned holding company subsidiary of
MassMutual Holding Company Two, Inc.); Chairman (since 1994) and Director
(since 1993), MML Realty Management Corporation (wholly-owned real estate
management subsidiary of MassMutual Holding Company); President and
Director (since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Chairman (1994-1995) and Director (1993-1995), MML
Real Estate Corporation (wholly-owned real estate management subsidiary of
MassMutual Holding Company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Chairman, Chief Executive Officer and Member
Executive and Compensation Committees (since 1994) and Member, Audit
Committee (since 1995), Cornerstone Real Estate Advisers, Inc., 1500 Main
Street, Springfield, Massachusetts; President and Chief Executive Officer
(since 1994) and Director, Concert Capital Management, Inc. (wholly-owned
subsidiary of DLB Acquisition Corporation), One Memorial Drive, Cambridge,
Massachusetts; Director, Oppenheimer Acquisition Corporation (parent of
OppenheimerFunds, Inc., an investment management company), Two World Trade
Center, New York, New York; Supervisory Director, MassMutual/Carlson CBO
N.V. (collateralized bond fund), 14 John Gorsiraweg, Willemstad, Curacao,
Netherlands Antilles; Director, Merrill Lynch Derivative Products, Inc.,
World Financial Center, North Tower, New York, New York; Director (since
1994), MassMutual Corporate Value Partners Limited (investor in debt and
equity securities) and MassMutual Corporate Value Limited (parent of
MassMutual Corporate Value Partners Limited) (principal offices, c/o
BankAmerica Trust and Banking Corporation, Box 1092, George Town, Grand
Cayman, Cayman Islands, British West Indies); Director (since 1995), Mass
Seguros de Vida, S.A., Huerfanos No.770, Santiago, Chile; President and
Director (since 1995), MassMutual International (Bermuda) Ltd. (wholly-
owned subsidiary of MassMutual Holding Company that distributes variable
insurance products in overseas markets), 41 Cedar Avenue, Hamilton,
Bermuda.
C-20
<PAGE>
Concert Capital is the investment sub-adviser for the Value Equity Fund, the
Small Cap Value Equity Fund and the Equity Sector of the Balanced Fund of the
Registrant. Concert Capital is a wholly-owned subsidiary of MassMutual Holding
Company, and was incorporated in Massachusetts in 1982.
Concert Capital also serves as investment adviser to: MML Equity Fund and the
Equity Sector of MML Bond Fund, each a series of MML Series Investment Fund; and
Oppenheimer Value Stock Fund. As of December 31, 1995, assets under management
by Concert Capital pursuant to such investment advisory contracts amounted to
approximately $5.7 billion. The principal address of MML Series Investment Fund
is 1295 State Street, Springfield, Massachusetts; the principal address of
Oppenheimer Value Stock Fund is Two World Trade Center, New York, New York.
The directors and executive officers of Concert Capital, their positions and
their other business affiliations and business experience for the past two years
are as follows:
Directors
DANIEL J. FITZGERALD, Director
Director (since 1994), Concert Capital Management, Inc. (wholly-owned
investment advisory subsidiary of DLB Acquisition Corporation), One
Memorial Drive, Cambridge, Massachusetts. See Executive Vice Presidents of
MassMutual, above, for further details.
LAWRENCE L. GRYPP, Director
Director (since 1993), Concert Capital Management, Inc. (wholly-owned
investment advisory subsidiary of DLB Acquisition Corporation), One
Memorial Drive, Cambridge, Massachusetts. See Executive Vice Presidents of
MassMutual, above, for further details.
PETER C. SCHLIEMANN, Director
Director (since 1995), Concert Capital Management, Inc. (wholly-owned
investment advisory subsidiary of DLB Acquisition Corporation), One
Memorial Drive, Cambridge, Massachusetts; Executive Vice President (since
1992), Senior Vice President (1984-1992) and Director, David L. Babson and
Company, Incorporated (registered investment adviser), One Memorial Drive,
Cambridge, Massachusetts.
PETER C. THOMPSON, Director
Director (since 1995), Concert Capital Management, Inc. (wholly-owned
investment advisory subsidiary of DLB Acquisition Corporation), One
Memorial Drive, Cambridge, Massachusetts; President and Director, David L.
Babson and Company, Incorporated (registered investment adviser), One
Memorial Drive, Cambridge, Massachusetts.
C-21
<PAGE>
GARY E. WENDLANDT, President, Director and Chief Executive Officer
President and Chief Executive Officer (since 1994) and Director, Concert
Capital Management, Inc. (wholly-owned investment advisory subsidiary of
DLB Acquisition Corporation), One Memorial Drive, Cambridge, Massachusetts.
See Executive Vice Presidents of MassMutual, above, for further details.
Executive Officers:
JAMES W. MACALLEN, Senior Vice President
Senior Vice President (since 1996), Concert Capital Management, Inc., One
Memorial Drive, Cambridge, Massachusetts; Principal (1994-1995), Hagler,
Mastrovita & Hewitt (investment counsel), 225 Franklin Street, Boston,
Massachusetts; President (1992-1994), Chief Investment Officer (1991-1994),
and Vice President (1983-1992), Wilmington Capital Management, Inc.
(investment counsel), 1 Rodney Square, Wilmington, Delaware.
JOHN V. MURPHY, Chief Operating Officer
Chief Operating Officer (since 1993), Concert Capital Management, Inc., One
Memorial Drive, Cambridge, Massachusetts; Chief Financial Officer (1985-
1993), Liberty Financial Companies, Boston, Massachusetts.
EDWARD W. BICKFORD, Senior Vice President and Director of Marketing
Senior Vice President and Director of Marketing (since 1994), Concert
Capital Management, Inc., One Memorial Drive, Cambridge, Massachusetts;
Senior Vice President and Vice President (1985-1994), State Street Research
(investments), Boston, Massachusetts.
MICHAEL K. CAPLAN, Senior Vice President
Senior Vice President (since 1995), Concert Capital Management, Inc., One
Memorial Drive, Cambridge, Massachusetts; Portfolio Manager (1990-1994),
State Street Bank & Trust Company, Boston, Massachusetts.
GEORGE M. ULRICH, Senior Vice President
Senior Vice President (since 1993) of Concert Capital Management, Inc., One
Memorial Drive, Boston, Massachusetts; Vice President and Portfolio Manager
(1983-1992) of MassMutual, 1295 State Street, Springfield, Massachusetts.
C-22
<PAGE>
HarbourView is the investment sub-adviser for the International Equity Fund of
the Registrant. HarbourView is a wholly-owned subsidiary of OppenheimerFunds,
Inc. and was incorporated in the State of New York on April 17, 1986.
As of December 31, 1995, HarbourView does not serve as investment adviser to any
other entity.
The directors and executive vice presidents of HarbourView, their positions and
their other business affiliations and business experience for the past two years
are as follows:
BRIDGET A. MACASKILL, Director
President and a Director of OppenheimerFunds, Inc. ("OFI"); President and
Director of Oppenheimer Acquisition Corp., OFI's parent holding company;
President of all the Oppenheimer Funds.
JON S. FOSSELL, President, Chief Executive Officer and Director
Chairman, Chief Executive Officer and a director of OppenheimerFunds, Inc.;
Director of Oppenheimer Acquisition Corp.; President and a Director of
HarbourView's Asset Management Corporation, a subsidiary of OFI; a Director
of Shareholder Services, Inc. and Shareholder Financial Services, Inc.,
transfer agent subsidiaries of OFI; formerly President of OFI.
For information as to the business, profession, vocation or employment of a
substantial nature of the officers and trustees of Trust, reference is made to
Part B of this Registration Statement and to the registration on Form ADV filed
by Massachusetts Mutual under the Investment Advisers Act of 1940, which are
incorporated herein by reference.
Item 29: Principal Underwriters
(a) OppenheimerFunds Distributor, Inc. is the General Distributor of
the Trust's shares and is also general distributor of the following open-end
management investment companies:
1. The "Denver-Based" Oppenheimer Funds. The address for these funds
is 3410 South Galena Street, Denver, CO 80231.
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer Limited-Term Government Fund
C-23
<PAGE>
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer High Yield Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Tax-Exempt Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Total Return Fund, Inc. Capital Accumulation Plan
Oppenheimer Variable Account Funds
The New York Tax-Exempt Income Fund, Inc.
2. The "New York-Based" Oppenheimer Funds. The address for these
---------------------------------------
funds is 2 World Trade Center, New York, NY 10048-0203.
Oppenheimer Asset Allocation Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
"New York-Based" Funds (continued)
----------------------------------
Oppenheimer Fund
Oppenheimer International Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Government Trust
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Tax Exempt Trust
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Target Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer U.S. Government Trust
3. The "Quest" Oppenheimer Funds. OpCap Advisors (previously named
------------------------------
Quest for Value Advisors) is sub-adviser. The address for these
funds is 2 World Trade Center, New York, NY 10048-0203.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest for Value Funds
Oppenheimer Quest Global Value Fund, Inc.
4. The "Rochester" Oppenheimer Funds. The address for these funds is
----------------------------------
350 Linden Oaks, Rochester, NY 14625.
C-24
<PAGE>
Bond Fund Series - Oppenheimer Bond Fund for Growth
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term New York Municipal Fund
5. The "Connecticut Mutual" Oppenheimer Funds. The address for these
funds is 2 World Trade Center, New York, NY 10048-0203.
Oppenheimer Series Funds, Inc.
6. The "Connecticut Mutual" VA Funds. The address for these funds is
3410 South Galena Street, Denver, CO 80231.
Panorama Series Funds, Inc.
(b) The information contained in the registration on Form BD of
OppenheimerFunds Distributor, Inc., filed under the Securities Exchange Act of
1934, is incorporated herein by reference.
Item 30: Location of Accounts and Records
Each account, book or other document required to be maintained by
Registrant pursuant to Section 31 (a) of the Investment Company Act of 1940 and
Rules 31a-1 to 31a-3 thereunder are maintained as follows:
(Articles of Incorporation and Bylaws)
MassMutual Institutional Funds
1295 State Street
Springfield, Massachusetts 01111
(With respect to its services as Advisor)
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
(With respect to its services as Sub-Advisor)
Concert Capital Management, Inc.
One Memorial Drive
Cambridge, Massachusetts
(With respect to its services as Sub-Advisor)
HarbourView Asset Management Corporation
Two World Trade Center
New York, New York
C-25
<PAGE>
(With respect to its services as Distributor)
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York
(With respect to its services as Sub-Administrator, Transfer Agent and
Custodian)
Investors Bank & Trust Company
89 South Street
Boston, Massachusetts
(With respect to their services as counsel)
Ropes & Gray
One International Place
Boston, Massachusetts
Item 31: Management Services
Not Applicable.
Item 32: Undertakings
(a) The Registrant hereby undertakes to call a meeting of shareholders for
the purposes of voting upon the question of removal of a trustee or trustees,
and to assist in communications with other shareholders as required by
Section 16(c) of the Securities Act of 1933, as amended, but only where it is
requested to do so by the holders of at least 10% of the Registrant's
outstanding voting securities.
(b) The Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
C-26
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant has duly caused
this post-effective amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Springfield
and the State of Massachusetts on the 25th day of April, 1996. The Registrant
certifies that this Post-Effective Amendment meets all the requirements for
effectiveness pursuant to Rule 485(b) under the Securities Act of 1933.
MASSMUTUAL INSTITUTIONAL FUNDS
By: /s/ Hamline C. Wilson
------------------------
Hamline C. Wilson
Vice President & Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 25th day of April, 1996.
Signature Title
--------- -----
/s/ Stephen Kuhn * Chairman, Trustee &
-------------------- Chief Executive Officer
Gary E. Wendlandt
/s/ Stephen Kuhn * Trustee
--------------------
Ronald J. Abdow
/s/ Stephen Kuhn * Trustee
--------------------
Mary E. Boland
/s/ Stephen Kuhn * Trustee
--------------------
Charles J. McCarthy
/s/ Stephen Kuhn * Trustee
--------------------
John M. Naughton
/s/ Stephen Kuhn * Trustee
--------------------
John H. Southworth
/s/ Hamline C. Wilson Vice President &
-------------------- Chief Financial Officer
Hamline C. Wilson
__________________
* Stephen Kuhn, as Attorney-in-fact pursuant to Powers of Attorney granted on or
about August 5, 1994.
<PAGE>
The name MassMutual Institutional Investment Fund is the designation of the
Trustees under a Declaration of Trust dated May 28, 1994, as amended, from time
to time. The obligations of such Trust are not personally binding upon, nor
shall resort be had to the property of, any of the Trustees, shareholders,
officers, employees or agents of such Trust, but the Trust's property only
shall be bound.
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Title of Exhibit
- ----------- ----------------
11(b). Consent of Coopers & Lybrand L.L.P.
18. Rule 18f-3 Plan.
27. Financial Data Schedules.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N_SAR fro the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 31
<NAME> CORE BOND FUND, CLASS 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 239,909,867
<INVESTMENTS-AT-VALUE> 250,680,241
<RECEIVABLES> 3,614,565
<ASSETS-OTHER> 10,602
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 254,305,408
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 354,582
<TOTAL-LIABILITIES> 354,582
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 240,725,806
<SHARES-COMMON-STOCK> 15,844
<SHARES-COMMON-PRIOR> 10,201
<ACCUMULATED-NII-CURRENT> 114,829
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,944,986
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,165,205
<NET-ASSETS> 170,927
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 9,436
<OTHER-INCOME> 0
<EXPENSES-NET> 2,210
<NET-INVESTMENT-INCOME> 7,226
<REALIZED-GAINS-CURRENT> 5,979
<APPREC-INCREASE-CURRENT> 7,593
<NET-CHANGE-FROM-OPS> 20,798
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7,975
<DISTRIBUTIONS-OF-GAINS> 4,784
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,457
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 1,186
<NET-CHANGE-IN-ASSETS> 69,954
<ACCUMULATED-NII-PRIOR> 13,385
<ACCUMULATED-GAINS-PRIOR> (165,909)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 964,830
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,193,435
<AVERAGE-NET-ASSETS> 133,915
<PER-SHARE-NAV-BEGIN> 9.90
<PER-SHARE-NII> 0.50
<PER-SHARE-GAIN-APPREC> 1.26
<PER-SHARE-DIVIDEND> (0.54)
<PER-SHARE-DISTRIBUTIONS> (0.33)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.79
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 32
<NAME> CORE BOND FUND, CLASS 2
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 239,909,867
<INVESTMENTS-AT-VALUE> 250,680,241
<RECEIVABLES> 3,614,565
<ASSETS-OTHER> 10,602
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 254,305,408
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 354,582
<TOTAL-LIABILITIES> 354,582
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 240,725,806
<SHARES-COMMON-STOCK> 11,069
<SHARES-COMMON-PRIOR> 10,208
<ACCUMULATED-NII-CURRENT> 114,829
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,944,986
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,165,205
<NET-ASSETS> 119,720
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,843
<OTHER-INCOME> 0
<EXPENSES-NET> 1,219
<NET-INVESTMENT-INCOME> 6,624
<REALIZED-GAINS-CURRENT> 4,770
<APPREC-INCREASE-CURRENT> 7,261
<NET-CHANGE-FROM-OPS> 18,655
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,956
<DISTRIBUTIONS-OF-GAINS> 3,332
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 861
<NET-CHANGE-IN-ASSETS> 18,655
<ACCUMULATED-NII-PRIOR> 13,385
<ACCUMULATED-GAINS-PRIOR> (165,909)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 964,830
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,193,435
<AVERAGE-NET-ASSETS> 110,860
<PER-SHARE-NAV-BEGIN> 9.90
<PER-SHARE-NII> 0.64
<PER-SHARE-GAIN-APPREC> 1.19
<PER-SHARE-DIVIDEND> (0.58)
<PER-SHARE-DISTRIBUTIONS> (0.33)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.82
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 33
<NAME> CORE BOND FUND, CLASS 3
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 239,909,867
<INVESTMENTS-AT-VALUE> 250,680,241
<RECEIVABLES> 3,614,565
<ASSETS-OTHER> 10,602
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 254,305,408
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 354,582
<TOTAL-LIABILITIES> 354,582
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 240,725,806
<SHARES-COMMON-STOCK> 11,095
<SHARES-COMMON-PRIOR> 10,201
<ACCUMULATED-NII-CURRENT> 114,829
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,944,986
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,165,205
<NET-ASSETS> 120,100
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,856
<OTHER-INCOME> 0
<EXPENSES-NET> 833
<NET-INVESTMENT-INCOME> 7,023
<REALIZED-GAINS-CURRENT> 4,777
<APPREC-INCREASE-CURRENT> 7,268
<NET-CHANGE-FROM-OPS> 19,068
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,329
<DISTRIBUTIONS-OF-GAINS> 3,329
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 894
<NET-CHANGE-IN-ASSETS> 19,068
<ACCUMULATED-NII-PRIOR> 13,385
<ACCUMULATED-GAINS-PRIOR> (165,909)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 964,830
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,193,435
<AVERAGE-NET-ASSETS> 111,018
<PER-SHARE-NAV-BEGIN> 9.90
<PER-SHARE-NII> 0.68
<PER-SHARE-GAIN-APPREC> 1.19
<PER-SHARE-DIVIDEND> (0.62)
<PER-SHARE-DISTRIBUTIONS> (0.33)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.82
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institiutional Funds, Inc. form N-SAR for the year ended December
31, 1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 34
<NAME> CORE BOND FUND, CLASS 4
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 239,909,867
<INVESTMENTS-AT-VALUE> 250,680,241
<RECEIVABLES> 3,614,565
<ASSETS-OTHER> 10,602
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 254,305,408
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 354,582
<TOTAL-LIABILITIES> 354,582
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 240,725,806
<SHARES-COMMON-STOCK> 23,578,010
<SHARES-COMMON-PRIOR> 19,724,656
<ACCUMULATED-NII-CURRENT> 114,829
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,944,986
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,165,205
<NET-ASSETS> 253,540,079
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 15,131,035
<OTHER-INCOME> 0
<EXPENSES-NET> 1,098,104
<NET-INVESTMENT-INCOME> 14,032,931
<REALIZED-GAINS-CURRENT> 9,128,219
<APPREC-INCREASE-CURRENT> 14,042,497
<NET-CHANGE-FROM-OPS> 37,203,647
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 13,924,661
<DISTRIBUTIONS-OF-GAINS> 7,028,844
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,241,236
<NUMBER-OF-SHARES-REDEEMED> 6,340,632
<SHARES-REINVESTED> 1,952,750
<NET-CHANGE-IN-ASSETS> 59,389,783
<ACCUMULATED-NII-PRIOR> 13,385
<ACCUMULATED-GAINS-PRIOR> (165,909)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 964,830
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,193,435
<AVERAGE-NET-ASSETS> 214,050,916
<PER-SHARE-NAV-BEGIN> 9.84
<PER-SHARE-NII> 0.72
<PER-SHARE-GAIN-APPREC> 1.17
<PER-SHARE-DIVIDEND> (0.65)
<PER-SHARE-DISTRIBUTIONS> (0.33)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.75
<EXPENSE-RATIO> 0.51
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Funds, Inc. form N-SAR for the year ended December 31, 1995 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 51
<NAME> VALUE EQUITY FUND, CLASS 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1,707,620,788
<INVESTMENTS-AT-VALUE> 2,123,023,948
<RECEIVABLES> 9,681,631
<ASSETS-OTHER> 1,519
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,132,707,098
<PAYABLE-FOR-SECURITIES> 3,858,263
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,210,693
<TOTAL-LIABILITIES> 7,068,956
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,704,804,394
<SHARES-COMMON-STOCK> 10,237
<SHARES-COMMON-PRIOR> 10,018
<ACCUMULATED-NII-CURRENT> 626,868
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,803,720
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 415,403,160
<NET-ASSETS> 129,258
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,695
<OTHER-INCOME> 0
<EXPENSES-NET> 1,890
<NET-INVESTMENT-INCOME> 1,805
<REALIZED-GAINS-CURRENT> 1,325
<APPREC-INCREASE-CURRENT> 26,778
<NET-CHANGE-FROM-OPS> 29,908
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,761
<DISTRIBUTIONS-OF-GAINS> 990
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 219
<NET-CHANGE-IN-ASSETS> 29,908
<ACCUMULATED-NII-PRIOR> 148,716
<ACCUMULATED-GAINS-PRIOR> (508,693)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8,289,231
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,188,712
<AVERAGE-NET-ASSETS> 114,568
<PER-SHARE-NAV-BEGIN> 9.92
<PER-SHARE-NII> 0.18
<PER-SHARE-GAIN-APPREC> 2.81
<PER-SHARE-DIVIDEND> (0.18)
<PER-SHARE-DISTRIBUTIONS> (0.10)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.63
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December
31, 1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 52
<NAME> VALUE EQUITY FUND, CLASS 2
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1,707,620,788
<INVESTMENTS-AT-VALUE> 2,123,023,948
<RECEIVABLES> 9,681,631
<ASSETS-OTHER> 1,519
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,132,707,098
<PAYABLE-FOR-SECURITIES> 3,858,263
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,210,693
<TOTAL-LIABILITIES> 7,068,956
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,704,804,394
<SHARES-COMMON-STOCK> 10,284
<SHARES-COMMON-PRIOR> 10,017
<ACCUMULATED-NII-CURRENT> 626,868
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,803,720
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 415,403,160
<NET-ASSETS> 130,088
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,710
<OTHER-INCOME> 0
<EXPENSES-NET> 1,265
<NET-INVESTMENT-INCOME> 2,445
<REALIZED-GAINS-CURRENT> 1,329
<APPREC-INCREASE-CURRENT> 26,874
<NET-CHANGE-FROM-OPS> 30,648
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,382
<DISTRIBUTIONS-OF-GAINS> 990
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 267
<NET-CHANGE-IN-ASSETS> 30,648
<ACCUMULATED-NII-PRIOR> 148,716
<ACCUMULATED-GAINS-PRIOR> (508,693)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8,289,231
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,188,712
<AVERAGE-NET-ASSETS> 114,994
<PER-SHARE-NAV-BEGIN> 9.93
<PER-SHARE-NII> 0.24
<PER-SHARE-GAIN-APPREC> 2.82
<PER-SHARE-DIVIDEND> (0.24)
<PER-SHARE-DISTRIBUTIONS> (0.10)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.65
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 53
<NAME> VALUE EQUITY FUND, CLASS 3
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1,707,620,788
<INVESTMENTS-AT-VALUE> 2,123,023,948
<RECEIVABLES> 9,681,631
<ASSETS-OTHER> 1,519
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,132,707,098
<PAYABLE-FOR-SECURITIES> 3,858,263
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,210,693
<TOTAL-LIABILITIES> 7,068,956
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,704,804,394
<SHARES-COMMON-STOCK> 10,301
<SHARES-COMMON-PRIOR> 10,002
<ACCUMULATED-NII-CURRENT> 626,868
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,803,720
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 415,403,160
<NET-ASSETS> 130,391
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,711
<OTHER-INCOME> 0
<EXPENSES-NET> 863
<NET-INVESTMENT-INCOME> 2,848
<REALIZED-GAINS-CURRENT> 1,332
<APPREC-INCREASE-CURRENT> 26,886
<NET-CHANGE-FROM-OPS> 31,066
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,774
<DISTRIBUTIONS-OF-GAINS> 988
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 299
<NET-CHANGE-IN-ASSETS> 31,066
<ACCUMULATED-NII-PRIOR> 148,716
<ACCUMULATED-GAINS-PRIOR> (508,693)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8,289,231
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,188,712
<AVERAGE-NET-ASSETS> 115,065
<PER-SHARE-NAV-BEGIN> 9.93
<PER-SHARE-NII> 0.28
<PER-SHARE-GAIN-APPREC> 2.83
<PER-SHARE-DIVIDEND> (0.28)
<PER-SHARE-DISTRIBUTIONS> (0.10)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.66
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 54
<NAME> VALUE EQUITY FUND, CLASS 4
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1,707,620,788
<INVESTMENTS-AT-VALUE> 2,123,023,948
<RECEIVABLES> 9,681,631
<ASSETS-OTHER> 1,519
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,132,707,098
<PAYABLE-FOR-SECURITIES> 3,858,263
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,210,693
<TOTAL-LIABILITIES> 7,068,956
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,704,804,394
<SHARES-COMMON-STOCK> 168,233,242
<SHARES-COMMON-PRIOR> 157,806,039
<ACCUMULATED-NII-CURRENT> 626,868
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,803,720
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 415,403,160
<NET-ASSETS> 2,125,248,405
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 59,407,167
<OTHER-INCOME> 0
<EXPENSES-NET> 9,331,923
<NET-INVESTMENT-INCOME> 50,075,244
<REALIZED-GAINS-CURRENT> 21,367,666
<APPREC-INCREASE-CURRENT> 429,643,973
<NET-CHANGE-FROM-OPS> 501,086,883
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 49,597,273
<DISTRIBUTIONS-OF-GAINS> 16,056,271
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 39,224,457
<NUMBER-OF-SHARES-REDEEMED> 34,020,780
<SHARES-REINVESTED> 5,223,526
<NET-CHANGE-IN-ASSETS> 561,685,891
<ACCUMULATED-NII-PRIOR> 148,716
<ACCUMULATED-GAINS-PRIOR> (508,693)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8,289,231
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,188,712
<AVERAGE-NET-ASSETS> 1,841,706,614
<PER-SHARE-NAV-BEGIN> 9.91
<PER-SHARE-NII> 0.31
<PER-SHARE-GAIN-APPREC> 2.82
<PER-SHARE-DIVIDEND> (0.31)
<PER-SHARE-DISTRIBUTIONS> (0.10)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.63
<EXPENSE-RATIO> 0.51
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. Form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 11
<NAME> PRIME FUND, CLASS 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 254,279,931
<INVESTMENTS-AT-VALUE> 254,260,396
<RECEIVABLES> 1,047,543
<ASSETS-OTHER> 3,036
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 255,310,975
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,056,868
<TOTAL-LIABILITIES> 1,056,868
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 254,142,772
<SHARES-COMMON-STOCK> 698
<SHARES-COMMON-PRIOR> 670
<ACCUMULATED-NII-CURRENT> 132,953
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,083)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (19,535)
<NET-ASSETS> 105,448
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,327
<OTHER-INCOME> 0
<EXPENSES-NET> 1,701
<NET-INVESTMENT-INCOME> 4,626
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> (6)
<NET-CHANGE-FROM-OPS> 4,619
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,178
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 28
<NET-CHANGE-IN-ASSETS> 4,619
<ACCUMULATED-NII-PRIOR> 23,163
<ACCUMULATED-GAINS-PRIOR> (302)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,027,586
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,251,107
<AVERAGE-NET-ASSETS> 103,114
<PER-SHARE-NAV-BEGIN> 150.39
<PER-SHARE-NII> 6.90
<PER-SHARE-GAIN-APPREC> (0.01)
<PER-SHARE-DIVIDEND> (6.23)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 151.05
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. Form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 12
<NAME> PRIME FUND, CLASS 2
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 254,279,931
<INVESTMENTS-AT-VALUE> 254,260,396
<RECEIVABLES> 1,047,543
<ASSETS-OTHER> 3,036
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 255,310,975
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,056,868
<TOTAL-LIABILITIES> 1,056,868
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 254,142,772
<SHARES-COMMON-STOCK> 702
<SHARES-COMMON-PRIOR> 670
<ACCUMULATED-NII-CURRENT> 132,953
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,083)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (19,535)
<NET-ASSETS> 106,126
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,349
<OTHER-INCOME> 0
<EXPENSES-NET> 1,138
<NET-INVESTMENT-INCOME> 5,211
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> (6)
<NET-CHANGE-FROM-OPS> 5,205
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,746
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 31
<NET-CHANGE-IN-ASSETS> 5,205
<ACCUMULATED-NII-PRIOR> 23,163
<ACCUMULATED-GAINS-PRIOR> (302)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,027,586
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,251,107
<AVERAGE-NET-ASSETS> 103,488
<PER-SHARE-NAV-BEGIN> 150.56
<PER-SHARE-NII> 7.78
<PER-SHARE-GAIN-APPREC> (0.02)
<PER-SHARE-DIVIDEND> (7.08)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 151.24
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
MassMutual Institutional Funds, Inc. Form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 13
<NAME> PRIME FUND, CLASS 3
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 254,279,931
<INVESTMENTS-AT-VALUE> 254,260,396
<RECEIVABLES> 1,047,543
<ASSETS-OTHER> 3,036
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 255,310,975
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,056,868
<TOTAL-LIABILITIES> 1,056,868
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 254,142,772
<SHARES-COMMON-STOCK> 703
<SHARES-COMMON-PRIOR> 669
<ACCUMULATED-NII-CURRENT> 132,953
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,083)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (19,535)
<NET-ASSETS> 106,382
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,35382
<OTHER-INCOME> 0
<EXPENSES-NET> 777
<NET-INVESTMENT-INCOME> 5,576
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> (5)
<NET-CHANGE-FROM-OPS> 5,570
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,095
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 34
<NET-CHANGE-IN-ASSETS> 5,570
<ACCUMULATED-NII-PRIOR> 23,163
<ACCUMULATED-GAINS-PRIOR> (302)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,027,586
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,251,107
<AVERAGE-NET-ASSETS> 103,553
<PER-SHARE-NAV-BEGIN> 150.61
<PER-SHARE-NII> 8.33
<PER-SHARE-GAIN-APPREC> (0.01)
<PER-SHARE-DIVIDEND> (7.61)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 151.32
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by refrence to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 14
<NAME> PRIME FUND, CLASS 4
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 254,279,931
<INVESTMENTS-AT-VALUE> 254,260,396
<RECEIVABLES> 1,047,543
<ASSETS-OTHER> 3,036
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 255,310,975
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,056,868
<TOTAL-LIABILITIES> 1,056,868
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 254,142,772
<SHARES-COMMON-STOCK> 1,681,065
<SHARES-COMMON-PRIOR> 1,134,253
<ACCUMULATED-NII-CURRENT> 132,953
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,083)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (19,535)
<NET-ASSETS> 253,936,151
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 13,978,404
<OTHER-INCOME> 0
<EXPENSES-NET> 1,176,677
<NET-INVESTMENT-INCOME> 12,801,727
<REALIZED-GAINS-CURRENT> (1,778)
<APPREC-INCREASE-CURRENT> (15,442)
<NET-CHANGE-FROM-OPS> 12,784,507
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 12,693,331
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,826,451
<NUMBER-OF-SHARES-REDEEMED> 1,363,706
<SHARES-REINVESTED> 84,068
<NET-CHANGE-IN-ASSETS> 83,388,277
<ACCUMULATED-NII-PRIOR> 23,163
<ACCUMULATED-GAINS-PRIOR> (302)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,027,586
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,251,107
<AVERAGE-NET-ASSETS> 228,042,275
<PER-SHARE-NAV-BEGIN> 150.36
<PER-SHARE-NII> 8.70
<PER-SHARE-GAIN-APPREC> (0.02)
<PER-SHARE-DIVIDEND> (7.98)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 151.06
<EXPENSE-RATIO> 0.52
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 61
<NAME> SMALL CAP VALUE EQUITY FUND, CLASS 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 335,986,313
<INVESTMENTS-AT-VALUE> 384,244,786
<RECEIVABLES> 2,078,297
<ASSETS-OTHER> 1,875
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 386,324,958
<PAYABLE-FOR-SECURITIES> 4,245,252
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,272,177
<TOTAL-LIABILITIES> 5,517,429
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 332,482,866
<SHARES-COMMON-STOCK> 15,094
<SHARES-COMMON-PRIOR> 10,235
<ACCUMULATED-NII-CURRENT> 99,330
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (33,140)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 48,258,473
<NET-ASSETS> 172,045
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,145
<OTHER-INCOME> 0
<EXPENSES-NET> 2,310
<NET-INVESTMENT-INCOME> 835
<REALIZED-GAINS-CURRENT> 1,215
<APPREC-INCREASE-CURRENT> 21,126
<NET-CHANGE-FROM-OPS> 23,176
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,356
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,740
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 119
<NET-CHANGE-IN-ASSETS> 72,894
<ACCUMULATED-NII-PRIOR> 28,759
<ACCUMULATED-GAINS-PRIOR> (809,930)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,928,743
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,300,580
<AVERAGE-NET-ASSETS> 131,975
<PER-SHARE-NAV-BEGIN> 9.69
<PER-SHARE-NII> 0.06
<PER-SHARE-GAIN-APPREC> 1.74
<PER-SHARE-DIVIDEND> (0.09)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.40
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 62
<NAME> SMALL CAP VALUE EQUITY FUND, CLASS 2
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 335,986,313
<INVESTMENTS-AT-VALUE> 384,244,786
<RECEIVABLES> 2,078,297
<ASSETS-OTHER> 1,875
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 386,324,958
<PAYABLE-FOR-SECURITIES> 4,245,252
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,272,177
<TOTAL-LIABILITIES> 5,517,429
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 332,482,866
<SHARES-COMMON-STOCK> 10,347
<SHARES-COMMON-PRIOR> 10,233
<ACCUMULATED-NII-CURRENT> 99,330
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (33,140)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 48,258,473
<NET-ASSETS> 118,339
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,576
<OTHER-INCOME> 0
<EXPENSES-NET> 1,294
<NET-INVESTMENT-INCOME> 1,282
<REALIZED-GAINS-CURRENT> 216
<APPREC-INCREASE-CURRENT> 17,600
<NET-CHANGE-FROM-OPS> 19,098
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,300
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 114
<NET-CHANGE-IN-ASSETS> 19,098
<ACCUMULATED-NII-PRIOR> 28,759
<ACCUMULATED-GAINS-PRIOR> (809,930)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,928,743
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,300,580
<AVERAGE-NET-ASSETS> 107,874
<PER-SHARE-NAV-BEGIN> 9.70
<PER-SHARE-NII> 0.13
<PER-SHARE-GAIN-APPREC> 1.74
<PER-SHARE-DIVIDEND> (0.13)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.44
<EXPENSE-RATIO> 1.20
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. Form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 63
<NAME> SMALL CAP VALUE EQUITY FUND, CLASS 3
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 335,986,313
<INVESTMENTS-AT-VALUE> 384,244,786
<RECEIVABLES> 2,078,297
<ASSETS-OTHER> 1,875
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 386,324,958
<PAYABLE-FOR-SECURITIES> 4,245,252
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,272,177
<TOTAL-LIABILITIES> 5,517,429
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 332,482,866
<SHARES-COMMON-STOCK> 10,382
<SHARES-COMMON-PRIOR> 10,236
<ACCUMULATED-NII-CURRENT> 99,330
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (33,140)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 48,258,473
<NET-ASSETS> 118,797
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,581
<OTHER-INCOME> 0
<EXPENSES-NET> 919
<NET-INVESTMENT-INCOME> 1,662
<REALIZED-GAINS-CURRENT> 218
<APPREC-INCREASE-CURRENT> 17,639
<NET-CHANGE-FROM-OPS> 19,519
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,672
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 146
<NET-CHANGE-IN-ASSETS> 19,519
<ACCUMULATED-NII-PRIOR> 28,759
<ACCUMULATED-GAINS-PRIOR> (809,930)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,928,743
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,300,580
<AVERAGE-NET-ASSETS> 108,104
<PER-SHARE-NAV-BEGIN> 9.70
<PER-SHARE-NII> 0.16
<PER-SHARE-GAIN-APPREC> 1.74
<PER-SHARE-DIVIDEND> (0.16)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.44
<EXPENSE-RATIO> 0.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. Form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 64
<NAME> SMALL CAP VALUE EQUITY FUND, CLASS 4
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 335,986,313
<INVESTMENTS-AT-VALUE> 384,244,786
<RECEIVABLES> 2,078,297
<ASSETS-OTHER> 1,875
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 386,324,958
<PAYABLE-FOR-SECURITIES> 4,245,252
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,272,177
<TOTAL-LIABILITIES> 5,517,429
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 332,482,866
<SHARES-COMMON-STOCK> 33,253,093
<SHARES-COMMON-PRIOR> 32,058,197
<ACCUMULATED-NII-CURRENT> 99,330
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (33,140)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 48,258,473
<NET-ASSETS> 380,398,348
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 8,370,958
<OTHER-INCOME> 0
<EXPENSES-NET> 2,140,607
<NET-INVESTMENT-INCOME> 6,230,351
<REALIZED-GAINS-CURRENT> 775,141
<APPREC-INCREASE-CURRENT> 57,335,119
<NET-CHANGE-FROM-OPS> 64,340,611
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 16,159,231
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,765,741
<NUMBER-OF-SHARES-REDEEMED> 9,110,662
<SHARES-REINVESTED> 539,817
<NET-CHANGE-IN-ASSETS> 69,609,734
<ACCUMULATED-NII-PRIOR> 28,759
<ACCUMULATED-GAINS-PRIOR> (809,930)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,928,743
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,300,580
<AVERAGE-NET-ASSETS> 350,332,554
<PER-SHARE-NAV-BEGIN> 9.69
<PER-SHARE-NII> 0.19
<PER-SHARE-GAIN-APPREC> 1.75
<PER-SHARE-DIVIDEND> (0.19)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.44
<EXPENSE-RATIO> 0.61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. Form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 41
<NAME> BALANCED FUND, CLASS 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 402,843,123
<INVESTMENTS-AT-VALUE> 455,679,547
<RECEIVABLES> 2,283,279
<ASSETS-OTHER> 2,308
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 457,965,134
<PAYABLE-FOR-SECURITIES> 31,267
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 746,336
<TOTAL-LIABILITIES> 777,603
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 403,146,532
<SHARES-COMMON-STOCK> 15,043
<SHARES-COMMON-PRIOR> 10,056
<ACCUMULATED-NII-CURRENT> 179,574
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 877,322
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 52,984,103
<NET-ASSETS> 173,043
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,287
<OTHER-INCOME> 0
<EXPENSES-NET> 2,214
<NET-INVESTMENT-INCOME> 4,073
<REALIZED-GAINS-CURRENT> 1,545
<APPREC-INCREASE-CURRENT> 18,118
<NET-CHANGE-FROM-OPS> 23,736
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,846
<DISTRIBUTIONS-OF-GAINS> 1,239
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,480
<NUMBER-OF-SHARES-REDEEMED> 23
<SHARES-REINVESTED> 530
<NET-CHANGE-IN-ASSETS> 73,053
<ACCUMULATED-NII-PRIOR> 30,533
<ACCUMULATED-GAINS-PRIOR> (283,084)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,801,770
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,217,699
<AVERAGE-NET-ASSETS> 134,212
<PER-SHARE-NAV-BEGIN> 9.94
<PER-SHARE-NII> 0.28
<PER-SHARE-GAIN-APPREC> 1.70
<PER-SHARE-DIVIDEND> (0.33)
<PER-SHARE-DISTRIBUTIONS> (0.09)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.50
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. Form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 42
<NAME> BALANCED FUND, CLASS 2
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 402,843,123
<INVESTMENTS-AT-VALUE> 455,679,547
<RECEIVABLES> 2,283,279
<ASSETS-OTHER> 2,308
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 457,965,134
<PAYABLE-FOR-SECURITIES> 31,267
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 746,336
<TOTAL-LIABILITIES> 777,603
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 403,146,532
<SHARES-COMMON-STOCK> 10,464
<SHARES-COMMON-PRIOR> 10,063
<ACCUMULATED-NII-CURRENT> 179,574
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 877,322
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 52,984,103
<NET-ASSETS> 120,668
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,200
<OTHER-INCOME> 0
<EXPENSES-NET> 1,217
<NET-INVESTMENT-INCOME> 3,983
<REALIZED-GAINS-CURRENT> 1,201
<APPREC-INCREASE-CURRENT> 15,403
<NET-CHANGE-FROM-OPS> 20,587
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,751
<DISTRIBUTIONS-OF-GAINS> 859
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 401
<NET-CHANGE-IN-ASSETS> 20,587
<ACCUMULATED-NII-PRIOR> 30,533
<ACCUMULATED-GAINS-PRIOR> (283,084)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,801,770
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,217,699
<AVERAGE-NET-ASSETS> 110,679
<PER-SHARE-NAV-BEGIN> 9.95
<PER-SHARE-NII> 0.39
<PER-SHARE-GAIN-APPREC> 1.65
<PER-SHARE-DIVIDEND> (0.37)
<PER-SHARE-DISTRIBUTIONS> (0.09)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.53
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. Form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 43
<NAME> BALANCED FUND, CLASS 3
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 402,843,123
<INVESTMENTS-AT-VALUE> 455,679,547
<RECEIVABLES> 2,283,279
<ASSETS-OTHER> 2,308
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 457,965,134
<PAYABLE-FOR-SECURITIES> 31,267
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 746,336
<TOTAL-LIABILITIES> 777,603
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 403,146,532
<SHARES-COMMON-STOCK> 10,473
<SHARES-COMMON-PRIOR> 10,040
<ACCUMULATED-NII-CURRENT> 179,574
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 877,322
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 52,984,103
<NET-ASSETS> 120,960
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,195
<OTHER-INCOME> 0
<EXPENSES-NET> 830
<NET-INVESTMENT-INCOME> 4,365
<REALIZED-GAINS-CURRENT> 1,202
<APPREC-INCREASE-CURRENT> 15,413
<NET-CHANGE-FROM-OPS> 20,980
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,120
<DISTRIBUTIONS-OF-GAINS> 857
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 433
<NET-CHANGE-IN-ASSETS> 20,980
<ACCUMULATED-NII-PRIOR> 30,533
<ACCUMULATED-GAINS-PRIOR> (283,084)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,801,770
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,217,699
<AVERAGE-NET-ASSETS> 110,762
<PER-SHARE-NAV-BEGIN> 9.96
<PER-SHARE-NII> 0.43
<PER-SHARE-GAIN-APPREC> 1.66
<PER-SHARE-DIVIDEND> (0.41)
<PER-SHARE-DISTRIBUTIONS> (0.09)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.55
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. Form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 44
<NAME> BALANCED FUND, CLASS 4
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 402,843,123
<INVESTMENTS-AT-VALUE> 455,679,547
<RECEIVABLES> 2,283,279
<ASSETS-OTHER> 2,308
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 457,965,134
<PAYABLE-FOR-SECURITIES> 31,267
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 746,336
<TOTAL-LIABILITIES> 777,603
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 403,146,532
<SHARES-COMMON-STOCK> 39,690,301
<SHARES-COMMON-PRIOR> 35,244,333
<ACCUMULATED-NII-CURRENT> 179,574
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 877,322
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 52,984,103
<NET-ASSETS> 456,772,860
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18,759,996
<OTHER-INCOME> 0
<EXPENSES-NET> 2,048,188
<NET-INVESTMENT-INCOME> 16,711,808
<REALIZED-GAINS-CURRENT> 4,356,041
<APPREC-INCREASE-CURRENT> 55,449,924
<NET-CHANGE-FROM-OPS> 76,517,773
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 16,528,781
<DISTRIBUTIONS-OF-GAINS> 3,230,318
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 17,612,664
<NUMBER-OF-SHARES-REDEEMED> 14,889,389
<SHARES-REINVESTED> 1,722,693
<NET-CHANGE-IN-ASSETS> 107,085,195
<ACCUMULATED-NII-PRIOR> 30,533
<ACCUMULATED-GAINS-PRIOR> (283,084)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,801,770
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,217,699
<AVERAGE-NET-ASSETS> 400,037,538
<PER-SHARE-NAV-BEGIN> 9.92
<PER-SHARE-NII> 0.44
<PER-SHARE-GAIN-APPREC> 1.68
<PER-SHARE-DIVIDEND> (0.44)
<PER-SHARE-DISTRIBUTIONS> (0.09)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.51
<EXPENSE-RATIO> 0.51
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 71
<NAME> INTERNATIONAL EQUITY FUND, CLASS 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 210,698,378
<INVESTMENTS-AT-VALUE> 221,046,039
<RECEIVABLES> 1,744,023
<ASSETS-OTHER> 987,108
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 223,777,170
<PAYABLE-FOR-SECURITIES> 2,412,871
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 340,711
<TOTAL-LIABILITIES> 2,753,582
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 226,930,254
<SHARES-COMMON-STOCK> 11,708
<SHARES-COMMON-PRIOR> 10,005
<ACCUMULATED-NII-CURRENT> (215,389)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (17,063,339)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,372,062
<NET-ASSETS> 111,643
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,1772
<OTHER-INCOME> 0
<EXPENSES-NET> 2,184
<NET-INVESTMENT-INCOME> (412)
<REALIZED-GAINS-CURRENT> (5,912)
<APPREC-INCREASE-CURRENT> 11,711
<NET-CHANGE-FROM-OPS> 5,387
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 830
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,610
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 93
<NET-CHANGE-IN-ASSETS> 19,121
<ACCUMULATED-NII-PRIOR> 15,124
<ACCUMULATED-GAINS-PRIOR> (3,065,246)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,580,088
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,035,483
<AVERAGE-NET-ASSETS> 101,595
<PER-SHARE-NAV-BEGIN> 9.25
<PER-SHARE-NII> (0.03)
<PER-SHARE-GAIN-APPREC> 0.40
<PER-SHARE-DIVIDEND> (0.08)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.54
<EXPENSE-RATIO> 2.15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 72
<NAME> INTERNATIONAL EQUITY FUND, CLASS 2
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 210,698,378
<INVESTMENTS-AT-VALUE> 221,046,039
<RECEIVABLES> 1,744,023
<ASSETS-OTHER> 987,108
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 233,777,170
<PAYABLE-FOR-SECURITIES> 2,412,871
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 340,711
<TOTAL-LIABILITIES> 2,753,582
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 226,930,254
<SHARES-COMMON-STOCK> 10,120
<SHARES-COMMON-PRIOR> 9,996
<ACCUMULATED-NII-CURRENT> (215,389)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (17,063,339)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,372,062
<NET-ASSETS> 96,769
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,690
<OTHER-INCOME> 0
<EXPENSES-NET> 1,512
<NET-INVESTMENT-INCOME> 178
<REALIZED-GAINS-CURRENT> (5,124)
<APPREC-INCREASE-CURRENT> 10,945
<NET-CHANGE-FROM-OPS> 5,999
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,147
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 124
<NET-CHANGE-IN-ASSETS> 4,163
<ACCUMULATED-NII-PRIOR> 15,124
<ACCUMULATED-GAINS-PRIOR> (3,065,246)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,580,088
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,035,483
<AVERAGE-NET-ASSETS> 94,528
<PER-SHARE-NAV-BEGIN> 9.26
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.40
<PER-SHARE-DIVIDEND> (0.12)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.56
<EXPENSE-RATIO> 1.60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by references to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 73
<NAME> INTERNATIONAL EQUITY FUND, CLASS 3
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 210,698,378
<INVESTMENTS-AT-VALUE> 221,046,039
<RECEIVABLES> 1,744,023
<ASSETS-OTHER> 987,108
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 223,777,170
<PAYABLE-FOR-SECURITIES> 2,412,871
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 340,711
<TOTAL-LIABILITIES> 2,753,582
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 226,930,254
<SHARES-COMMON-STOCK> 10,129
<SHARES-COMMON-PRIOR> 9,980
<ACCUMULATED-NII-CURRENT> (215,389)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (17,063,339)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,372,062
<NET-ASSETS> 96,908
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,697
<OTHER-INCOME> 0
<EXPENSES-NET> 1,276
<NET-INVESTMENT-INCOME> 421
<REALIZED-GAINS-CURRENT> (5,131)
<APPREC-INCREASE-CURRENT> 10,984
<NET-CHANGE-FROM-OPS> 6,274
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,414
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 149
<NET-CHANGE-IN-ASSETS> 4,408
<ACCUMULATED-NII-PRIOR> 15,124
<ACCUMULATED-GAINS-PRIOR> (3,065,246)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,580,088
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,035,483
<AVERAGE-NET-ASSETS> 94,536
<PER-SHARE-NAV-BEGIN> 9.27
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> 0.40
<PER-SHARE-DIVIDEND> (0.14)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.57
<EXPENSE-RATIO> 1.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 74
<NAME> INTERNATIONAL EQUITY FUND, CLASS 4
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 210,698,378
<INVESTMENTS-AT-VALUE> 221,046,039
<RECEIVABLES> 1,744,023
<ASSETS-OTHER> 987,108
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 223,777,170
<PAYABLE-FOR-SECURITIES> 2,412,871
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 340,711
<TOTAL-LIABILITIES> 2,753,582
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 226,930,254
<SHARES-COMMON-STOCK> 23,044,249
<SHARES-COMMON-PRIOR> 16,188,105
<ACCUMULATED-NII-CURRENT> (215,389)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (17,063,339)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,372,062
<NET-ASSETS> 220,718,268
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,269,825
<OTHER-INCOME> 0
<EXPENSES-NET> 1,859,723
<NET-INVESTMENT-INCOME> 1,410,102
<REALIZED-GAINS-CURRENT> (11,664,073)
<APPREC-INCREASE-CURRENT> 19,905,476
<NET-CHANGE-FROM-OPS> 9,651,505
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,955,264
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,931,440
<NUMBER-OF-SHARES-REDEEMED> 5,487,562
<SHARES-REINVESTED> 412,266
<NET-CHANGE-IN-ASSETS> 70,519,017
<ACCUMULATED-NII-PRIOR> 15,124
<ACCUMULATED-GAINS-PRIOR> (3,065,246)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,580,088
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,035,483
<AVERAGE-NET-ASSETS> 185,602,024
<PER-SHARE-NAV-BEGIN> 9.28
<PER-SHARE-NII> 0.07
<PER-SHARE-GAIN-APPREC> 0.41
<PER-SHARE-DIVIDEND> (0.18)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.58
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 21
<NAME> SHORT TERM BOND FUND, CLASS 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 121,170,614
<INVESTMENTS-AT-VALUE> 122,573,045
<RECEIVABLES> 822,724
<ASSETS-OTHER> 137
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 123,395,906
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 157,032
<TOTAL-LIABILITIES> 157,032
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 121,696,116
<SHARES-COMMON-STOCK> 10,896
<SHARES-COMMON-PRIOR> 10,156
<ACCUMULATED-NII-CURRENT> 68,862
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 71,465
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,402,431
<NET-ASSETS> 110,989
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,319
<OTHER-INCOME> 0
<EXPENSES-NET> 1,762
<NET-INVESTMENT-INCOME> 5,557
<REALIZED-GAINS-CURRENT> 2,257
<APPREC-INCREASE-CURRENT> 2,715
<NET-CHANGE-FROM-OPS> 10,529
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,481
<DISTRIBUTIONS-OF-GAINS> 2,049
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 740
<NET-CHANGE-IN-ASSETS> 10,529
<ACCUMULATED-NII-PRIOR> 692
<ACCUMULATED-GAINS-PRIOR> (138,396)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 528,655
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 651,288
<AVERAGE-NET-ASSETS> 106,811
<PER-SHARE-NAV-BEGIN> 9.89
<PER-SHARE-NII> 0.55
<PER-SHARE-GAIN-APPREC> 0.49
<PER-SHARE-DIVIDEND> (0.54)
<PER-SHARE-DISTRIBUTIONS> (0.20)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.19
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December
31,1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 22
<NAME> SHORT TERM BOND FUND, CLASS 2
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 121,170,614
<INVESTMENTS-AT-VALUE> 122,573,045
<RECEIVABLES> 822,724
<ASSETS-OTHER> 137
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 123,395,906
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 157,032
<TOTAL-LIABILITIES> 157,032
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 121,696,116
<SHARES-COMMON-STOCK> 10,960
<SHARES-COMMON-PRIOR> 10,164
<ACCUMULATED-NII-CURRENT> 68,862
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 71,465
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,402,431
<NET-ASSETS> 111,702
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,347
<OTHER-INCOME> 0
<EXPENSES-NET> 1,179
<NET-INVESTMENT-INCOME> 6,168
<REALIZED-GAINS-CURRENT> 2,264
<APPREC-INCREASE-CURRENT> 2,719
<NET-CHANGE-FROM-OPS> 11,151
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,066
<DISTRIBUTIONS-OF-GAINS> 2,050
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 796
<NET-CHANGE-IN-ASSETS> 11,151
<ACCUMULATED-NII-PRIOR> 692
<ACCUMULATED-GAINS-PRIOR> (138,396)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 528,655
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 651,288
<AVERAGE-NET-ASSETS> 107,201
<PER-SHARE-NAV-BEGIN> 9.89
<PER-SHARE-NII> 0.61
<PER-SHARE-GAIN-APPREC> 0.49
<PER-SHARE-DIVIDEND> (0.60)
<PER-SHARE-DISTRIBUTIONS> (0.20)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.19
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 23
<NAME> SHORT TERM BOND FUND, CLASS 3
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 121,170,614
<INVESTMENTS-AT-VALUE> 122,573,045
<RECEIVABLES> 822,724
<ASSETS-OTHER> 137
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 123,395,906
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 157,032
<TOTAL-LIABILITIES> 157,032
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 121,696,116
<SHARES-COMMON-STOCK> 10,974
<SHARES-COMMON-PRIOR> 10,144
<ACCUMULATED-NII-CURRENT> 68,862
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 71,465
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,402,431
<NET-ASSETS> 112,027
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,354
<OTHER-INCOME> 0
<EXPENSES-NET> 805
<NET-INVESTMENT-INCOME> 6,549
<REALIZED-GAINS-CURRENT> 2,266
<APPREC-INCREASE-CURRENT> 2,720
<NET-CHANGE-FROM-OPS> 11,535
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,421
<DISTRIBUTIONS-OF-GAINS> 2,046
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 830
<NET-CHANGE-IN-ASSETS> 11,535
<ACCUMULATED-NII-PRIOR> 692
<ACCUMULATED-GAINS-PRIOR> (138,396)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 528,655
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 651,288
<AVERAGE-NET-ASSETS> 107,323
<PER-SHARE-NAV-BEGIN> 9.91
<PER-SHARE-NII> 0.64
<PER-SHARE-GAIN-APPREC> 0.49
<PER-SHARE-DIVIDEND> (0.63)
<PER-SHARE-DISTRIBUTIONS> (0.20)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.21
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The
MassMutual Institutional Funds, Inc. form N-SAR for the year ended December 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 24
<NAME> SHORT TERM BOND FUND, CLASS 4
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 121,170,614
<INVESTMENTS-AT-VALUE> 122,573,045
<RECEIVABLES> 822,724
<ASSETS-OTHER> 137
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 123,395,906
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 157,032
<TOTAL-LIABILITIES> 157,032
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 121,696,116
<SHARES-COMMON-STOCK> 12,113,356
<SHARES-COMMON-PRIOR> 10,847,942
<ACCUMULATED-NII-CURRENT> 68,862
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 71,465
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,402,431
<NET-ASSETS> 122,904,156
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 8,013,963
<OTHER-INCOME> 0
<EXPENSES-NET> 608,096
<NET-INVESTMENT-INCOME> 7,405,867
<REALIZED-GAINS-CURRENT> 2,482,431
<APPREC-INCREASE-CURRENT> 2,847,545
<NET-CHANGE-FROM-OPS> 12,735,843
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7,354,246
<DISTRIBUTIONS-OF-GAINS> 2,256,969
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,136,925
<NUMBER-OF-SHARES-REDEEMED> 4,819,336
<SHARES-REINVESTED> 947,825
<NET-CHANGE-IN-ASSETS> 16,058,246
<ACCUMULATED-NII-PRIOR> 692
<ACCUMULATED-GAINS-PRIOR> (138,396)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 528,535
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 651,288
<AVERAGE-NET-ASSETS> 117,157,563
<PER-SHARE-NAV-BEGIN> 9.85
<PER-SHARE-NII> 0.66
<PER-SHARE-GAIN-APPREC> 0.50
<PER-SHARE-DIVIDEND> (0.66)
<PER-SHARE-DISTRIBUTIONS> (0.20)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.15
<EXPENSE-RATIO> 0.52
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<PAGE>
Exhibit 11(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
MassMutual Institutional Funds:
We consent to the inclusion in Post-Effective Amendment No. 2 to the
Registration Statement of MassMutual Institutional Funds on Form N-1A (File No.
811-8274) of our report dated February 9, 1996 on our audit of the financial
statements and financial highlights of each of the Funds comprising MassMutual
Institutional Funds, which report is included in the Annual Report for the year
ended December 31, 1995, which is included in the Registration Statement. We
also consent to the reference to our Firm under the caption "Experts" in the
Statement of Additional Information.
/s/ COOPERS & LYBRAND L.L.P.
Springfield, Massachusetts
April 24, 1996
<PAGE>
Exhibit 18
MASSMUTUAL INSTITUTIONAL FUNDS
------------------------------
RULE 18f-3 PLAN
---------------
Introduction
MassMutual Institutional Funds (the "Trust") is a Massachusetts business trust
registered under the Investment Company Act of 1940 (the "1940 Act") as a
diversified, open-end management investment company. Massachusetts Mutual Life
Insurance Company (the "Adviser") is a mutual life insurance company organized
under Massachusetts law. Oppenheimer Funds Distributor, Inc. (the "Distributor")
is a registered broker-dealer which serves as principal underwriter to the
Trust. The Trust presently consists of seven separate series (the "Funds"),
each of which has separate investment objectives. Each Fund has four classes of
shares -- Class 1, Class 2, Class 3 and Class 4.
The Trust, Adviser and Distributor sought, and on August 9, 1994 received, an
exemptive order (Rel. No. IC - 20455; File No. 812-8716) from the Securities
and Exchange Commission permitting the Trust to issue and sell multiple classes
of securities representing interests in some or all of the Trust's existing and
future investment portfolios (the "Order"). This plan is prepared pursuant to
the requirements of Rule 18f-3 (the "Rule 18f-3 Plan") and reproduces, without
change, the Trust's existing multiple class structure that was previously
approved by the Trust's Board of Directors under the existing Order.
Description of Classes
Class 1. Class 1 shares are marketed primarily to defined contribution plans
that qualify under section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). Class 1 shares are also available to custodial tax-
sheltered accounts described in Code section 403(b)(7), deferred compensation
plans described in Code section 457, individual retirement accounts described in
Code section 408, voluntary employees' beneficiary associations described in
Code section 501(c)(9), defined benefit plans that qualify under Code section
401(a), other non-qualified plans and other institutional or sophisticated
investors (collectively "Institutional Investors"). Class 1 shares will be
offered at net asset value without a front-end or contingent deferred sales
charge.
Class 2. Class 2 shares are marketed primarily to Institutional Investors who
are either a retirement arrangement covering 400 or more lives or who initially
invest a minimum of $2,000,000. For purposes of determining whether an initial
investor has satisfied the minimum initial investment requirement for Class 2
shares, amounts invested in certain other products of the Adviser by the
Institutional Investor will be counted toward the minimum initial investment
requirement. Class 2 shares will be offered at net asset value without a front-
end or contingent deferred sales charge.
- --------------------------------------------------------------------------------
Rule 18f-3 Plan (09-29-95) Page 1
<PAGE>
Class 3. Class 3 shares will be marketed to Institutional Investors who are
either a retirement arrangement covering 750 or more lives or who initially
invest a minimum of $10,000,000. For purposes of determining whether the minimum
initial investment requirements have been met, the same approach will be
followed as described above for Class 2 shares. They will be offered at net
asset value without a front-end or contingent deferred sales charge.
Class 4. Class 4 shares will be available only to the separate accounts of the
Adviser and life insurance company affiliates of the Adviser ("Separate
Accounts"). Interests in the Separate Accounts are offered only to corporate
qualified plans, including defined contribution plans (which are generally
participant-directed) and defined benefit plans. Class 4 shares will be offered
at net asset value without a front-end or contingent deferred sales charge.
Distribution Arrangements
In General. Class 1, Class 2 and Class 3 shares are sold only through registered
broker/dealers.
Class 1. It is anticipated that Class 1 shares will be marketed both through
independent and affiliated broker/dealers with the assistance of independent
intermediaries. It is further anticipated that there will not be any "direct"
sales of Class 1 shares by home office employees of the Adviser.
Class 2. It is anticipated that Class 2 shares will be marketed primarily
through affiliated broker/dealers with the assistance of independent
intermediaries but that there will also be "direct" sales of Class 2 shares by
employees of the Adviser. In either case, the employees of the Adviser are
registered representatives of an affiliate of the Adviser.
Class 3. It is anticipated that Class 3 shares will be marketed primarily
through "direct" sales efforts of employees of the Adviser but that there will
also be sales by field representatives of the Adviser. In either case, the
employees of the Adviser are registered representatives of an affiliate of the
Adviser.
Class 4. Class 4 shares may be sold only to Separate Accounts of the Adviser. It
is anticipated that there will not be any "direct" sales of Class 4 shares by
employees of the Adviser and sales of Separate Accounts need not be made by
registered representatives.
Distribution Arrangements -- Fees
In General. Each Fund has adopted with respect to Class 1 and Class 2 a
Distribution and Service Plan and Agreement pursuant to Rule 12b-1 under the
1940 Act (a "Rule 12b-1 Plan") which will provide for payment for distribution,
marketing and shareholder services. The Distributor will not use the Rule 12b-1
Plan fees charged to one class within a Fund to support the distribution,
marketing or shareholder services of any other class within the Fund or any
other Fund or class thereof. The Rule 12b-1 Plan fees are not allocated pro rata
to all shares
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Rule 18f-3 Plan (09-29-95) Page 2
<PAGE>
because to do so without regard to the size of the shareholder's purchase would
result in some shareholders subsidizing the expenses incurred by or on account
of other shareholders. A defensive Rule 12b-1 Plan has been adopted for Class 1,
Class 2 and Class 3.
Class 1. The Rule 12b-1 Plan for Class 1 provides for the payment of a fee to
the Distributor of an amount equal to .40% of the average daily net asset value
of the Class 1 shares as an "asset-based sales charge" (as such term is defined
in Section 26 of Article III of the Rules of Fair Practice of The National
Association of Securities Dealers, Inc. (the "NASD Rule"). In addition, Class 1
shares bear a "service fee" (as defined in the NASD Rule) at the annual rate of
.25% of the average daily net asset value of the Class 1 shares that is paid to
the Adviser.
Class 2. The Rule 12b-1 Plan for Class 2 provides for the payment of a fee to
the Distributor of an amount equal to .40% of the average daily net asset value
of the Class 2 shares as an asset-based sales charge, however, the Trust's Board
of Trustees has limited this fee to .15%.
Class 3. Class 3 shares are not subject to Rule 12b-1 fees; any expenses related
to sales and distribution would be borne by the Adviser and not by the Trust.
Class 4. Class 4 shares are not subject to Rule 12b-1 fees because there are not
expected to be any distribution or service expenses attributable to Class 4 due
to the nature of the investors eligible to purchase Class 4 shares.
Shareholder Service Arrangements
The Adviser has entered into a separate Administrative and Shareholder Services
Agreement for each Fund pursuant to which the Adviser is compensated for
administrative and shareholder services rendered and expenses incurred by it in
the rendering of such services and to bear some class expenses, such as Federal
and state registration fees, printing and postage. The agreement anticipates
that the Adviser will provide extensive services to Class 1, Class 2 and Class 3
and limited services to Class 4. The Trust, on behalf of each Fund, pays the
Adviser a monthly fee for the services performed at an annual rate of the
average daily net assets of the applicable class of shares of the Fund within
the range specified below. The administrative services fee is an Identifiable
Class Expense.
Also, as described above in the section entitled Distribution Arrangement --
Fees, Class 1 shares will bear a service fee which is used to compensate the
Adviser for rendering personal services to shareholders and for expenses
incurred by it in the rendering of such services.
Service Arrangements -- Fees
Class 1. Class 1 shares will bear an annual administrative service fee ranging
from .56% to .59%.
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Rule 18f-3 Plan (09-29-95) Page 3
<PAGE>
Class 2. Class 2 shares will bear an annual administrative service fee ranging
from .51% to .54%.
Class 3. Class 3 shares will bear an annual administrative service fee ranging
from .31% to .44%.
Class 4. Class 4 shares will bear an annual administrative service fee ranging
from .08% to .10%.
Voting and Other Rights and Obligations
Each share of the Trust, regardless of class, will have identical voting,
dividend, liquidation and other rights, preferences, powers, restrictions,
limitations, qualifications, designations and terms and conditions, except that:
(a) each class will have a different class designation;
(b) each class offered in connection with a Rule 12b-1 Plan will bear the
expense of the payments that would be made pursuant to such Rule 12b-1
Plan;
(c) each class will also bear certain other expenses that are directly
attributable only to the class (the "Identifiable Class Expenses");
(d) only the holders of the shares of the appropriate class involved will
be entitled to vote on matters pertaining to a Rule 12b-1 Plan relating to
such class (e.g., the adoption, amendment or termination of a Rule 12b-1
Plan) in accordance with the requirements and procedures set forth in Rule
12b-1;
(e) each class will have different exchange privileges described below; and
(f) Class 1 and Class 2 will have the conversion feature described below.
Dividends paid by a Fund with respect to each class of shares, to the extent
any dividends are paid, will be calculated in the same manner, at the same
time, on the same day and will be in the same amount, except that fee payments
made under the Rule 12b-1 Plans relating to a particular class of shares will be
borne exclusively by such class and except that any Identifiable Class Expenses
may be borne by the applicable class of shares.
Allocation of Fund Expenses
Unattributed Expenses. All expenses of the Trust that cannot be attributed
directly to any one Fund will be allocated to each Fund based on the relative
net assets of such Fund. Certain other expenses may be attributable to a Fund,
but not to a particular class of the Fund's shares. All
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Rule 18f-3 Plan (09-29-95) Page 4
<PAGE>
such expenses incurred by a Fund would be borne by the outstanding shares of the
Fund regardless of class. An independent expert has reviewed the methodology and
procedures for the proper allocation of expenses among the various classes and
the expert has rendered a report that demonstrates that such methodology and
procedures are adequate to ensure that such allocations will be made in an
appropriate manner, subject to the conditions and limitations in the report (a
copy of which is attached).
Identifiable Class Expenses. Identifiable Class Expenses will be allocated to a
particular class of Fund and are limited to:
(a) transfer agency fees attributable to a specific class of shares;
(b) printing and postage expenses related to preparing and distributing
materials such as shareholders reports, prospectuses and proxies to
current shareholders of a specific class;
(c) Blue Sky registration fees incurred by a class of shares;
(d) SEC registration fees incurred by a class of shares;
(e) shareholder and administrative service fees payable under each
class's respective administrative service agreement; and
(f) any other incremental expenses subsequently identified that should
be properly allocated to one class which shall be approved by the
Commission pursuant to an amended order.
Waivers and Reimbursements of Expenses
The Adviser may choose to reimburse or waive the Identifiable Class Expenses of
certain classes on a voluntary, temporary basis. The amount of such expenses
waived or reimbursed by the Adviser may vary from class to class. In addition,
the Adviser may waive or reimburse expenses attributable to the Trust generally
and/or expenses attributable to a Fund (with or without a waiver or
reimbursement of Identifiable Class Expenses) but only if the same proportionate
amount of such expenses are waived or reimbursed for each class. Thus, any
expenses attributable to the Trust generally that are waived or reimbursed
would be credited to each class of a Fund based on the relative net assets of
the classes. Similarly, any expenses attributable to a Fund that are waived or
reimbursed would be credited to each class of that Fund according to the
relative net assets of the classes.
Automatic Conversion Provision
In General. Any class of shares with a conversion feature will convert into
another class of shares on the basis of the relative net asset values of the two
classes, without the imposition of
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Rule 18f-3 Plan (09-29-95) Page 5
<PAGE>
any sales load, fee or other charge. After conversion, the converted shares will
be subject to an asset-based sales charge and/or service fee (as those terms are
defined in the NASD Rule), if any, that in the aggregate are lower than the
asset-based sales charge and service fee to which they were subject prior to the
conversion.
Class 1. Class 1 shares of the Funds will have the following conversion feature:
Once the aggregate net asset value of a shareholder's Class 1 shares equals the
minimum investment or the investing retirement arrangement reaches the minimum
number of lives requirement for Class 2 shares, semi-annually, as of
predetermined dates, the shareholder's Class 1 shares will be converted into
Class 2 shares of equal aggregate net asset value in the same Fund. Such shares
will thereafter be subject to the lower Rule 12b-1 Plan fee applicable to
Class 2 shares.
Class 2. Class 2 shares of the Funds will have the following conversion feature:
Once the aggregate net asset value of a shareholder's Class 2 shares equals the
minimum investment or the investing retirement arrangement reaches the minimum
number of lives requirement for Class 3 shares, semi-annually, as of
predetermined dates, the shareholder's Class 2 shares will be converted into
Class 3 shares of equal aggregate net asset value in the same Fund. Thereafter,
such shares will no longer be subject to the Rule 12b-1 Plan fee applicable to
Class 2 shares.
Class 3 and Class 4. Class 3 and Class 4 shares of the Funds do not have a
conversion feature.
Exchange Provision
Class 1. Shareholders of Class 1 shares of each Fund will generally be entitled
to exchange those shares at net asset value for Class 1 shares of other Funds
that offer Class 1 shares. Shareholders of Class 1 shares continue to be subject
to the Rule 12b-1 Plan fee applicable to Class 1 shares after the exchange.
Class 2. Shareholders of Class 2 shares of each Fund will generally be entitled
to exchange those shares at net asset value for Class 2 shares of other Funds
that offer Class 2 shares. Shareholders of Class 2 shares continue to be subject
to the Rule 12b-1 Plan fee applicable to Class 2 shares after the exchange.
Class 3. Shareholders of Class 3 shares of each Fund will generally be entitled
to exchange those shares at net asset value for Class 3 shares of other Funds
that offer Class 3 shares.
Class 4. Shareholders of Class 4 shares of each Fund will generally be entitled
to exchange those shares at net asset value for Class 4 shares of other Funds
that offer Class 4 shares.
Approved: /s/ Stephen L. Kuhn Date: 9/29/95
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Title: Vice President and Secretary
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Rule 18f-3 Plan (09-29-95) Page 6
